<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
----- EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1995
OR
____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________ to ____________________
Commission file number 1-5374
WYLE ELECTRONICS
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-1779998
--------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
15370 BARRANCA PARKWAY
IRVINE, CALIFORNIA 92718
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 753-9953
-----------------------------
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
------ ------
At July 31, 1995 registrant had 12,335,878 shares of common stock outstanding.
<PAGE>
PART I - FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements
WYLE ELECTRONICS
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
--------------------- ---------------------
1995 1994 1995 1994
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net sales $254,899 $188,104 $504,935 $363,683
-------- -------- -------- --------
Costs and expenses
Cost of sales 209,696 156,791 419,395 303,507
Selling & administrative expenses 30,514 25,878 59,669 51,373
Interest expense, net 603 246 897 388
Miscellaneous, net (417) (74) (652) (198)
-------- -------- -------- --------
240,396 182,841 479,309 355,070
-------- -------- -------- --------
Income from continuing operations
before income taxes 14,503 5,263 25,626 8,613
Income taxes 5,729 1,945 10,122 3,178
-------- -------- -------- --------
Income from continuing operations 8,774 3,318 15,504 5,435
Income from discontinued operations,
net of taxes - 976 - 1,668
-------- -------- -------- --------
Net income $ 8,774 $ 4,294 $ 15,504 $ 7,103
======== ======== ======== ========
Income per share:
Income from continuing operations $ .70 $ .27 $ 1.24 $ .44
======== ======== ======== ========
Income from discontinued operations,
net of taxes $ - $ .08 $ - $ .13
======== ======== ======== ========
Net income $ .70 $ .35 $ 1.24 $ .57
======== ======== ======== ========
Average common and common
equivalent shares 12,575 12,411 12,526 12,431
======== ======== ======== ========
Dividends per share $ .07 $ .07 $ .14 $ .14
======== ======== ======== ========
</TABLE>
See accompanying notes.
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<PAGE>
WYLE ELECTRONICS
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
(Unaudited)
<S> <C> <C>
ASSETS 6/30/95 12/31/94
------ -------- ---------
Current assets
Cash and cash equivalents $ 9,636 $ 9,319
Receivables (less allowances of $5,933 at
6/30/95 and $5,333 at 12/31/94) 144,818 115,082
Inventories 160,402 140,332
Prepaid expenses 9,732 9,301
-------- ---------
Total current assets 324,588 274,034
-------- ---------
Property, plant and equipment 43,973 32,666
Less accumulated depreciation 18,363 17,169
-------- ---------
25,610 15,497
-------- ---------
Other assets 17,575 16,382
-------- ---------
Total Assets $367,773 $ 305,913
======== =========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current liabilities
Current maturities of long-term debt $ 3,000 $ 3,000
Accounts payable 90,262 70,444
Accrued expenses 26,255 29,817
-------- ---------
Total current liabilities 119,517 103,261
-------- ---------
Long-term debt, less current maturities 48,111 17,802
-------- ---------
Other liabilities 25,082 25,104
-------- ---------
Commitments and contingencies - -
-------- ---------
Shareholders' equity
Common stock 88,853 86,647
Retained earnings 86,210 73,099
-------- ---------
175,063 159,746
-------- ---------
Total Liabilities and Shareholders' Equity $367,773 $ 305,913
======== =========
</TABLE>
See accompanying notes.
2 of 8
<PAGE>
WYLE ELECTRONICS
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
(In thousands)
Six Months
Ended June 30,
---------------------------
1995 1994
----------- -------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 15,504 $ 7,103
Adjustments to reconcile net income to net cash
(used for) operating activities:
Depreciation and amortization 2,221 3,284
Provision for losses on receivables 1,623 606
Provision for deferred income taxes (1,888) (1,302)
(Increase) in receivables (31,359) (33,413)
(Increase) in inventories (20,070) (15,054)
Decrease in prepaid expenses 686 1,074
Increase in accounts payable 19,818 3,328
Increase (decrease) in accrued expenses (3,562) 3,413
Other, net 98 370
-------- --------
Net cash (used for) operating activities (16,929) (30,591)
-------- --------
FINANCING ACTIVITIES
Additions to long-term debt 30,309 20,001
Payments of long-term debt - (1,120)
Exercise of stock options 2,288 360
Dividends on common stock (1,725) (1,714)
Purchase of common stock (848) -
-------- --------
Net cash provided by financing activities 30,024 17,527
-------- --------
INVESTING ACTIVITIES
Additions to property, plant and equipment (12,217) (3,927)
Additions to other non-current assets and liabilities, net (561) (625)
-------- --------
Net cash (used for) investing activities (12,778) (4,552)
-------- --------
Increase (decrease) in cash and cash equivalents 317 (17,616)
Cash and cash equivalents at beginning of period 9,319 23,748
-------- --------
Cash and cash equivalents at end of period $ 9,636 $ 6,132
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest $ 1,071 $ 563
Income taxes 11,272 4,231
</TABLE>
See accompanying notes.
3 of 8
<PAGE>
WYLE ELECTRONICS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 -- Basis of Presentation
The consolidated financial statements included herein have been prepared by the
company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been omitted pursuant to such rules and regulations.
The accompanying consolidated financial statements have been prepared on the
same basis as the consolidated financial statements for the year ended December
31, 1994. These financial statements should be read in conjunction with the
financial statements and the notes thereto included in the company's Annual
Report to Shareholders for the year ended December 31, 1994.
The consolidated financial statements include the accounts of the company and
all of its subsidiaries after eliminating all significant intercompany
transactions and reflect all normal recurring adjustments which are, in the
opinion of management, necessary to present a fair statement of the results for
the interim periods reported. The results of operations for the six months
ended June 30, 1995 are not necessarily indicative of the results to be
expected for the full year.
The company's fiscal quarters are on a 13-week basis. The second quarter of
1995 ended on July 2, 1995 (the Sunday nearest June 30, 1995). Last year's
second quarter ended on July 3, 1994. For clarity of presentation, the company
uses calendar month-end dates for financial reporting purposes.
Note 2 -- Discontinued Operations
On December 23, 1994, the company completed the sale of its Scientific Services
& Systems (SS&S) business. Accordingly, operating results of SS&S are
classified as discontinued operations on the company's statement of income for
1994. Sales applicable to discontinued operations for the three and six month
periods ended June 30, 1994 totaled $21,017,000 and $42,633,000, respectively.
Income from discontinued operations for the three and six month periods ended
June 30, 1994 is net of an income tax provision of $685,000 and $1,175,000,
respectively.
4 of 8
<PAGE>
Item 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition
Results of Operations
---------------------
Consolidated sales for the three and six months ended June 30, 1995 totaled
$254,899,000 and $504,935,000, respectively. Income from continuing operations
aggregated $8,774,000 for the current year's second quarter and $15,504,000 for
the year-to-date. In comparison to the prior year, sales rose by 36% in the
second quarter and advanced 39% for the first half. Income from continuing
operations, versus the previous year, grew by 164% in the second quarter and
increased 185% for the first six months. After giving effect to the company's
former Scientific Services & Systems business, which was accounted for as a
discontinued operation in the previous year, net income for the prior year
totaled $4,294,000 for the second quarter and $7,103,000 for the first half.
The higher sales for the second quarter and first six months, in comparison to
the prior year, resulted mainly from a rise in demand for semiconductor
products, particularly those offered through the company's value-added
activities such as kitting, turnkey manufacturing, autoreplenishment, design of
application specific integrated circuits (ASICs) and other design/programming
services. Shipments of lower-margin PC microprocessors in this year's second
quarter were down significantly from the corresponding period last year. The
company registered higher shipments of computer products versus last year,
primarily computer systems and mass storage devices.
The increase in income from continuing operations for the second quarter and
first half, in comparison to the prior year, reflects primarily the company's
growth in sales. Additionally, the company's aggregate gross margin percentage
increased in the second quarter, versus the same period last year, due mainly to
a change in the mix of products sold. Earnings for the current year have also
benefited from lower selling and administrative expense as a percentage of
sales, due in part to an increase in sales for the company's new expansion
branches, which began operations in mid-1993.
The electronics distribution industry is highly sensitive to fluctuating market
conditions primarily caused by changes in the supply and demand for
semiconductors and computer products. The company's financial results have in
the past reflected variations from period-to-period due to these factors.
Financial Condition
-------------------
Working capital as of June 30, 1995 totaled $205,071,000, up $34,298,000 from
December 31, 1994. The growth in working capital can be attributed primarily to
increased trade receivables and inventories due to higher sales levels, offset
partially by a rise in accounts payable. The current ratio at June 30, 1995 and
December 31, 1994 was 2.7. The percentage of long-term debt to total capital
(long-term debt plus equity) was 22% and 10% at June 30, 1995 and December 31,
1994, respectively. The higher percentage primarily reflects an increase in
long-term credit line borrowings, offset partially by increased shareholders'
equity with the addition of year-to-date income.
Capital expenditures for the six months ended June 30, 1995 aggregated
$12,217,000, which are up from the corresponding period of the prior year due
mainly to the construction of a new warehouse/value-added distribution center.
Capital outlays in 1995 for this new facility, which is planned to be completed
during the second half of the year, are currently expected to aggregate
approximately $18-19 million.
5 of 8
<PAGE>
The company's cash requirements for 1995 will be higher than normal due
primarily to funds required to finance capital outlays for the construction of
the new value-added distribution center. The company's near-term cash
requirements are expected to be financed through a combination of internally
generated cash flow and available committed and non-committed bank borrowings.
PART II - OTHER INFORMATION
---------------------------
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
(a) The company's Annual Meeting of Shareholders was held on May 9, 1995.
(b) Not applicable.
(c) At the company's 1995 Annual Meeting of Shareholders, shareholders elected
the company's board of directors with voting results for each director as
follows:
<TABLE>
<CAPTION>
Shares Voted
--------------------
Director For Against
--------------------- ---------- -------
<S> <C> <C>
Charles M. Clough 11,062,434 175,212
Michael M. Corboy 11,023,641 214,005
Theodore M. Freedman 11,023,760 213,886
Jack S. Kilby 11,017,916 219,730
Ralph L. Ozorkiewicz 11,025,289 212,357
Edward Sanders 11,015,397 222,249
Stanley A. Wainer 11,017,353 220,293
Kirk West 11,023,127 214,519
Frank S. Wyle 11,017,853 219,793
</TABLE>
The shareholders approved the elimination of cumulative voting in the
election of directors with 6,463,792 shares voting for the proposal,
3,947,670 shares voting against the proposal, 44,393 shares abstaining and
781,791 shares were withheld.
The shareholders approved the classification of the company's board of
directors with 7,208,218 shares voting for the proposal, 3,210,654 shares
voting against the proposal, 45,033 shares abstaining and 773,741 shares were
withheld.
The shareholders approved the company's 1995 Stock Incentive Plan with
8,896,108 shares voting for the plan, 2,127,831 shares voting against the
plan, 212,697 shares abstaining and 1,010 shares were withheld.
On March 15, 1995, the record date for the determination of shareholders
entitled to notice of and to vote at the 1995 Annual Meeting of Shareholders,
12,335,556 shares of the company's Common Stock were outstanding and entitled
to vote.
6 of 8
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits:
3(a). Restated Articles of Incorporation of the
Company, as amended to date
3(b). Bylaws of the Company, as amended to date
11. Calculation of Income Per Share
27. Financial Data Schedule
(b) Reports on Form 8-K:
None.
No responses are given to any other items of Part II because the answers are
either negative or not applicable.
7 of 8
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
WYLE ELECTRONICS
Date: August 14, 1995 By: R. VAN NESS HOLLAND, JR.
--------------------------
R. Van Ness Holland, Jr.
Executive Vice President-
Finance and Treasurer,
Chief Financial Officer
8 of 8
<PAGE>
WYLE ELECTRONICS
INDEX TO EXHIBITS FILED WITH FORM 10-Q
For the Quarter Ended June 30, 1995
<TABLE>
<CAPTION>
Exhibits:
--------
<C> <S>
3(a). Restated Articles of Incorporation of the Company, as amended
to date
3(b). Bylaws of the Company, as amended to date
11. Calculation of Income Per Share
27. Financial Data Schedule
</TABLE>
<PAGE>
EXHIBIT 3(a)
RESTATED
ARTICLES OF INCORPORATION
OF
WYLE LABORATORIES
Stanley A. Wainer and Joseph E. Sullivan certify that:
1. They are the chairman and secretary, respectively, of Wyle
Laboratories, a California corporation.
2. The articles of incorporation of this corporation are amended and
restated to read as follows:
One: The name of this corporation is:
---
WYLE LABORATORIES
Two: The purpose of the corporation is to engage in any lawful act or
---
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.
Three: This corporation is authorized to issue two classes of shares of
-----
stock, and the total number of shares which the corporation is authorized to
issue is twenty-five million five hundred thousand (25,500,000). Five hundred
thousand (500,000) of said shares shall be designated Preference Stock, and
twenty-five million (25,000,000) of said shares shall be designated Common
Stock.
A statement of the designations, powers, preferences, and relative,
participating, optional or other special rights, and qualifications, limitations
and restrictions granted to or imposed upon the class of shares of Preference
Stock or the holders thereof is as follows:
Any unissued shares of the Preference Stock may be issued from time to time
in one or more series. All shares of any one series of Preference Stock shall
be identical in all respects with the other shares of such series, except as to
the date from which dividends thereon shall be cumulative, and all series will
rank equally and be identical in all respects, except as to the designations,
preferences and relative, participating, optional or other special rights and
qualifications, limitations and restrictions thereof and the amount of dividends
as set forth below, which may be fixed by the Board of Directors in connection
with the creation of each such series. Before any shares of Preference Stock of
any particular series shall be issued, the Board of Directors shall fix and
determine, and is hereby expressly empowered to fix and determine, in the manner
provided by law, the following provisions of the shares of such series so far as
such provisions are not inconsistent with the provisions of this Article Three
-----
applicable to all series of Preference Stock:
<PAGE>
(i) the distinctive designation of such series and the number of shares
which shall constitute such series, which number may be increased (except where
otherwise provided by the Board of Directors in creating such series) or
decreased (but not below the number of shares thereof then outstanding) from
time to time by like action of the Board of Directors;
(ii) the annual rate of dividends payable on shares of such series, the
conditions upon which and the dates when such dividends shall be payable, and
the date from which dividends shall be cumulative on all shares of such series
issued prior to the record date for the first dividend of such series;
(iii) the voting rights, if any, of the holders of shares of such series;
(iv) whether or not redeemable, and if redeemable, the time or times
when, the price or prices at which and the manner in which shares of such series
shall be redeemable;
(v) the obligation, if any, of the corporation to maintain a sinking fund
to be applied to the purchase or redemption of such series, and if so entitled,
the amount of such fund and the manner of its application;
(vi) the amount payable on shares of such series in the event of any
liquidation, dissolution or winding-up of the affairs of the corporation;
(vii) the rights, if any, of the holders of shares of such series to
convert such shares into, or exchange such shares for, shares of any other class
or classes or of any other series of the same or any other class or classes of
stock of the corporation and the price or prices or the rates of exchange and
the adjustments, if any, at which such shares shall be convertible or
exchangeable.
(1) Liquidation Rights. In event of any dissolution, liquidation or
------------------
winding-up of the affairs of the corporation, after payment or provision for
payment of the debts and other liabilities of the corporation, the holders of
each series of Preference Stock shall be entitled to receive, out of the net
assets of the corporation, an amount in cash for each share equal to the amount
fixed and determined by the Board of Directors in any resolutions creating such
series of Preference Stock, plus an amount equal to all dividends, if any,
accrued and unpaid on each such share up to the date fixed for distribution and
no more, before any distribution shall be made to the holders of the Common
Stock. If, upon dissolution, liquidation or winding-up, the amounts payable on
or with respect to the Preference Stock of all series are not paid in full, the
holders of shares of Preference Stock of all series shall share ratably in any
distribution in like proportion to the respective preferential amounts to which
each series would otherwise have been entitled had all amounts payable on or
with respect to the Preference Stock of all series been paid in full. Neither
the merger or consolidation of the corporation, nor the sale, lease or
conveyance of all or a part of its assets, shall be deemed to be a liquidation,
dissolution or winding-up of the affairs of the corporation within the meaning
of this paragraph (1).
<PAGE>
(2) Voting Rights. The holders of Preference Stock of each series shall
-------------
have such voting rights as are designated in the resolutions creating such
series of Preference Stock, and, in addition, shall have the special voting
rights set forth below.
So long as any shares of Preference Stock shall be outstanding, the
corporation shall not, without the affirmative vote or written consent of the
holders of at least two-thirds of the aggregate number of shares of Preference
Stock of all series at the time outstanding, considered as a class without
regard to series, by an amendment to the Articles of Incorporation or by merger
or consolidation or in any other manner:
(i) increase the authorized number of shares of Preference Stock;
(ii) authorize any new class of stock ranking, either as to
payment of dividends or distribution of assets, prior to or on a
parity with the Preference Stock; or
(iii) alter or change the designations, or the powers, preferences or
rights, or the qualifications, limitations or restrictions thereof,
of the Preference Stock, so as to affect such class of stock
adversely, but nothing herein contained shall require such a class
vote or consent in connection with any increase in the total number
of authorized shares of Common Stock, or in connection with the
fixing of any of the particulars of shares of other series of
Preference Stock that may be fixed by the Board of Directors as
provided in this Article Three;
-----
provided, however, that no such vote or written consent of the holders of the
Preference Stock shall be required if, at or prior to the time when such
increase is to be effective, the issuance of any such prior stock is to be made
or any such change is to take effect, as the case may be, all shares of
Preference Stock at the time outstanding have been called for redemption and
funds set aside for such redemption.
If and whenever six (6) or more quarterly dividends on any series of the
Preference Stock shall be in arrears, in whole or in part, then and in such
event, the holders of all series of the Preference Stock, whether or not
otherwise entitled to vote for directors, voting separately as a class, shall be
entitled to elect two (2) directors. Such right of the holders of the
Preference Stock to elect two (2) directors may be exercised until the dividends
in arrears on the Preference Stock shall have been paid in full or funds
sufficient therefor set aside, and when so paid or provided for, then the right
of the holders of the Preference Stock to elect such number of directors shall
cease, but subject always to the same provisions for the vesting of such voting
rights in the case of any such future dividend arrearage.
After the voting power to elect a portion of the directors shall have
become so vested in the holders of the Preference Stock as provided in this
paragraph (2), such
<PAGE>
voting power shall become exercisable at the next regular or special meeting of
the shareholders of the corporation. If the next regular meeting of the
shareholders of the corporation shall not be duly held at the time and place and
with the notice specified in the bylaws of the corporation, the Secretary of the
corporation may, and upon the written request of the holders of record of ten
percent (10%) or more of the shares of the Preference Stock then outstanding
addressed to him at the principal office of the corporation in the State of
California shall, call a special meeting of the olders of the Preference Stock
for the election of the directors to be elected by them as hereinafter provided,
to be held within forty (40) days after delivery of such request and at the
place and upon the notice provided by law and in the bylaws for the holding of
meetings of shareholders. At any meeting so called or at any meeting at which
directors are to be elected held while the holders of the shares of Preference
Stock have the voting power to elect two (2) directors, the holders of a
majority of the then outstanding shares of Preference Stock, present in person
or by proxy, shall be sufficient to constitute a quorum for the election of two
(2) directors as herein provided. The directors so elected shall serve until the
next annual meeting or until their respective successors shall be elected and
shall qualify; provided, however, that whenever the holders of the Preference
Stock shall be divested of voting power as above provided, the terms of office
of all persons elected as directors by the holders of the Preference Stock as a
class shall forthwith terminate.
The directors elected solely by the holders of Preference Stock shall be
subject to removal only by the vote of the holders of said shares so long as the
right of such holders solely to elect two (2) directors as hereinabove provided
shall continue. Any vacancy in the Board of Directors occurring by reason of
such removal may be filled by the vote of the holders of shares of Preference
Stock, and if not so filled, such vacancy shall be filled by a majority of the
remaining directors.
Subject to the rights hereinabove granted to holders of Preference Stock to
fill vacancies in the Board of Directors occurring by reason of removal of any
director elected solely by the holders of the Preference Stock, any vacancy in
the Board of Directors occurring by reason of the resignation, death,
disqualification, inability to act or otherwise of any member thereof elected
solely by the holders of shares of Preference Stock may be filled by the
appointment by a majority of the remaining directors of a successor to fill the
vacancy so created until the next election of directors.
(3) Dividends. The holders of Preference Stock of each series will be
---------
entitled to receive when and as declared by the Board of Directors out of funds
legally available for dividends, dividends in cash at the per annum rate
determined by the Board of Directors in the resolutions creating such series,
payable as provided in such resolutions, such dividends to be cumulative from
the date fixed by the Board of Directors in such resolutions. Until cumulative
dividends with respect to the Preference Stock have been paid for all past
dividend periods and until current dividends have been paid or provided for, the
corporation may not purchase or redeem or set aside any funds, through a sinking
fund or otherwise, for the purchase or redemption of Preference Stock of any
series and may not declare or pay any dividend or make any distribution in
respect of any Common Stock of the corporation
<PAGE>
and any other class or classes of stock over which the Preference Stock has
preference or priority in the payment of dividends or in the distribution of
assets on any liquidation or dissolution or winding-up of the corporation (such
Common Stock and other class or classes of stock is hereinafter referred to as
"Junior Stock").
All dividends declared on the Preference Stock will be declared pro rata so
that the amount of dividends per share declared on the Preference Stock of
different series shall in all cases bear to each other the same proportions that
the respective dividend rates of such respective series bear to each other.
(4) Redemption. Shares of Preference Stock of each series may be redeemed
----------
to the extent, in the manner and at the redemption price provided for in the
resolutions creating such series. Notwithstanding the foregoing, if at any time
the corporation shall have failed to pay full cumulative dividends on the
Preference Stock of all series for all past dividend periods and the then
current dividend period or failed to comply with any sinking fund provision,
thereafter and until such full cumulative dividends have been paid or declared
and set apart for payment and such sinking fund provision complied with, the
corporation shall not redeem any shares of Preference Stock of any series.
(5) Sinking Fund. After all cumulative dividends have been paid upon the
------------
Preference Stock of all series then outstanding for all past dividend periods
and after dividends for the then current dividend period shall have been paid or
provided for, but before any dividend or other distribution is made, declared or
set aside with respect to any Junior Stock, the corporation will set aside on
its books such sums as a sinking fund as may have been provided for in the
resolutions creating such outstanding series.
Four: Notwithstanding any other vote which may be required under
----
applicable law, and in addition thereto, the affirmative vote of holders of not
less than eighty percent (80%) of the total voting power of all outstanding
shares of voting stock of this corporation shall be required to approve: (a) any
merger (other than a short-form merger effected in accordance with Section 1110
of the California General Corporation Law), consolidation, combination or
reorganization of this corporation or any of its subsidiaries with any other
corporation if such other corporation is a Substantial Shareholder (as defined
below) or an Associate (as defined below) of a Substantial Shareholder, or (b)
the sale, lease or exchange by this corporation or any of its subsidiaries of
all or a Substantial Part (as defined below) of its assets to or with a
Substantial Shareholder or an Associate thereof, or (c) the issuance or delivery
of any stock or other securities of this corporation or any of its subsidiaries
in exchange or payment for any (i) cash or other properties or assets of such
Substantial Shareholder or Associate thereof or (ii) securities of such
Substantial Shareholder or Associate thereof, or (d) any reverse stock split of,
or exchange of securities, cash or other properties or assets for, any
outstanding securities of this corporation or any of its subsidiaries or a
liquidation of this corporation or any of its subsidiaries, in any such case in
which a Substantial Shareholder or an Associate thereof receives or retains any
securities, cash or other properties or assets, whether or not different from
those received or retained by any holder of securities of the same class as held
by such
<PAGE>
Substantial Shareholder or Associate thereof; provided, however, that the
foregoing shall not apply to any such merger, consolidation, combination,
reorganization, sale, lease or exchange, or the issuance or delivery of stock or
other securities, or reverse stock split, exchange or liquidation which is
approved by resolutions duly adopted by a majority of the Continuing Directors
(as defined below) of this corporation, nor shall it apply to any such
transaction solely between this corporation and another corporation which is
controlled by this corporation and none of the securities of which is owned
before or after such transaction directly or indirectly by a Substantial
Shareholder or Associate thereof.
As used in this Article Four, the following terms shall have the respective
----
meanings set forth below:
(i) "Substantial Shareholder" shall mean any person or group of two or
more persons who have agreed to act together for the purpose of acquiring,
holding, voting or disposing of securities who singly or together with its or
their Associates own or owns beneficially, in the aggregate, directly or
indirectly, securities representing ten percent (10%) or more of the voting
power of all shares of voting stock of this corporation; provided, however, that
the term "Substantial Shareholder" shall not include any benefit plan or trust
established by this corporation and/or any of its subsidiaries or any trustee,
agent or other representative of any such plan or trust;
(ii) An "Affiliate" of any specified person shall include any person
(other than this corporation and any corporation which is controlled by this
corporation and none of the voting securities of which is owned directly or
indirectly by a Substantial Shareholder or any Associate thereof) who directly,
or indirectly through one or more intermediaries, controls, is controlled by or
is under common control with the person specified;
(iii) The term "control" shall mean the possession, direct or indirect, of
the power to direct or cause the direction of the management and policies of a
person, whether through the ownership of voting securities, by contract or
otherwise;
(iv) "Substantial Part" of the assets shall mean assets of this
corporation or any of its subsidiaries comprising more than ten percent (10%) of
the book value or fair market value of the total assets of this corporation and
its subsidiaries as a whole;
(v) An "Associate" of a Substantial Shareholder shall include any person
who is, or was within a period of five years prior to the time of determination,
an officer, director, employee, partner, trustee, agent, member of the immediate
family or Affiliate of the Substantial Shareholder or of an Affiliate thereof;
(vi) The term "person" shall include a corporation, partnership, trust or
government or political subdivision thereof, an individual, estate, association
or any unincorporated organization;
(vii) The term "member of the immediate family" shall include any of a
person's spouse, parents, children, siblings, mothers and fathers-in-law, sons
and daughters-in-
<PAGE>
law, and brothers and sisters-in-law; and
(viii) "Continuing Director" shall mean, with reference to any Substantial
Shareholder, any member of the Board of Directors of this corporation who (A) is
not an Affiliate of and is not the Substantial Shareholder and (B) was a member
of the Board of Directors of this corporation prior to July 1, 1986 or
thereafter became a member of the Board of Directors of this corporation prior
to the time the Substantial Shareholder became a Substantial Shareholder, and
any successor of a Continuing Director who is recommended to succeed a
Continuing Director by a majority of Continuing Directors then on the Board.
In the context of any transaction described in this Article Four, the Board
----
of Directors acting by majority vote of the Continuing Directors shall have the
exclusive power and duty to determine, on the basis of information known to them
after reasonable inquiry, (a) whether a person is a Substantial Shareholder, (b)
whether a person is an Affiliate or Associate of a Substantial Shareholder, (c)
whether a person is a Continuing Director and (d) whether a portion of the
assets of this corporation constitutes a Substantial Part of such assets. Any
such determination of such directors shall be final and binding in the absence
of bad faith, fraud or gross negligence of such directors.
Five: No action required to be taken or which may be taken by shareholders
----
at any annual or special meeting of shareholders of this corporation may be
taken without a meeting, and the power of shareholders to consent in writing,
without a meeting, to the taking of any action is specifically denied.
Any amendment, repeal, alteration or change of or to this Article Five
----
shall require the affirmative vote of the holders of shares representing at
least eighty percent (80%) of the outstanding shares of stock of this
corporation entitled to vote generally in the election of directors (considered
for this purpose as one class).
Six: The corporation hereby elects to be governed by all of the provisions
---
of the "new law", as defined and provided in Sections 2300 - 2319 of the
California General Corporation Law, not otherwise applicable to it under Chapter
23 thereof.
3. The foregoing amendment and restatement of articles of incorporation
has been duly approved by the board of directors.
4. The foregoing amendment and restatement of articles of incorporation
has been duly approved by the required vote of shareholders, where applicable,
in accordance with Sections 2302 and 902 of the California Corporations Code.
The total number of outstanding shares of the corporation entitled to vote is
7,671,829 shares of Common Stock. The number of shares voting in favor of the
amendment equaled or exceeded the vote required. The percentage vote required
was more than 50%.
<PAGE>
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Executed at El Segundo, California on June 16, 1986.
/s/ STANLEY A. WAINER
----------------------------
Stanley A. Wainer, Chairman
/s/ JOSEPH E. SULLIVAN
-----------------------------
Joseph E. Sullivan, Secretary
<PAGE>
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
WYLE LABORATORIES
Charles M. Clough and Glenn M. Gottlieb certify that:
1. They are the president and chief executive officer and the assistant
secretary, respectively, of Wyle Laboratories, a California corporation.
2. The articles of incorporation of this corporation are amended by adding
new Article Seven and Article Eight to read in full as follows:
"Seven: The liability of the directors of the corporation for monetary
-----
damages shall be eliminated to the fullest extent permissible under
California law.
"Eight: The corporation is authorized to provide indemnification of its
-----
agents (as that term is defined in Section 317 of the California
Corporations Code), under any bylaw, agreement, vote of shareholders or
disinterested directors or, without limitation, otherwise, in excess of the
indemnification expressly permitted by such Section 317 to the fullest
extent such indemnification may be authorized hereby, subject to the limits
on such excess indemnification set forth in Section 204 of the California
Corporations Code with respect to actions for breach of duty to the
corporation and its shareholders."
3. The foregoing amendments of articles of incorporation have been duly
approved by the board of directors.
4. The foregoing amendments of articles of incorporation have been duly
approved by the required vote of shareholders in accordance with Section 902 of
the California Corporations Code. The total number of outstanding shares of the
corporation entitled to vote is 10,030,459. The number of shares voting in
favor of the amendments equaled or exceeded the vote required. The percentage
vote required was more than 50% of the shares entitled to vote.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Executed at El Segundo, California on June 30, 1988.
/s/ CHARLES M. CLOUGH
-------------------------------------
Charles M. Clough
President and Chief Executive Officer
/s/ GLENN M. GOTTLIEB
--------------------------------------
Glenn M. Gottlieb
Assistant Secretary
<PAGE>
CERTIFICATE OF OWNERSHIP
OF
WYLE LABORATORIES,
A CALIFORNIA CORPORATION
Ralph Ozorkiewicz and Stephen D. Natcher certify that:
1. They are the duly elected and acting President and Secretary,
respectively, of Wyle Laboratories, a California corporation (herein called
"this Corporation").
2. This Corporation owns 100% of the outstanding shares of Wyle
Electronics, a California corporation.
3. The Board of Directors of this Corporation has duly adopted the
following resolutions:
RESOLVED, that Wyle Electronics be merged with and into this Corporation
with this Corporation as the surviving corporation.
RESOLVED FURTHER, that this Corporation shall, and it hereby does, assume
all the liabilities and obligations of Wyle Electronics.
RESOLVED FURTHER, that Article One of the Articles of Incorporation of this
Corporation be amended to read in its entirety as follows:
"One: The name of this corporation is:
----
Wyle Electronics."
RESOLVED FURTHER, that the officers of this Corporation be, and each of
them hereby is, authorized to take such further actions and to execute and
deliver such further documents as shall be necessary or desirable to effect
the Merger, the taking of such actions or the execution and delivery of
such documents to be conclusive evidence of the necessity or desirability
thereof.
4. This Certificate of Ownership shall become effective upon filing.
<PAGE>
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Ownership on January 12, 1995 at Irvine, California.
/s/ Ralph Ozorkiewicz
_______________________________
Ralph Ozorkiewicz
President
/s/ Stephen D. Natcher
_______________________________
Stephen D. Natcher
Secretary
<PAGE>
CERTIFICATE OF AMENDMENT
OF
RESTATED ARTICLES OF INCORPORATION
OF
WYLE ELECTRONICS
Ralph L. Ozorkiewicz and Stephen D. Natcher certify that:
1. They are the President and Chief Executive Officer and the Secretary,
respectively, of Wyle Electronics, a California corporation.
2. The Restated Articles of Incorporation of this corporation are amended
by adding a new Article Nine which is to read in full as follows:
"Nine: No holder of any class of stock of the corporation shall be
----
entitled to cumulate votes at any election of directors of the
corporation."
3. The foregoing amendment of the Restated Articles of Incorporation
has been duly approved by the Board of Directors of this corporation.
4. The foregoing amendment of the Restated Articles of Incorporation
has been duly approved by the required vote of shareholders in accordance with
Section 902 of the California General Corporation Law. The total number of
outstanding shares entitled to vote is 12,335,556. The number of shares voting
in favor of the amendment equaled or exceeded the vote required. The percentage
vote required was more than 50% of the shares entitled to vote.
5. This corporation is a listed corporation within the meaning of
Section 301.5 of the California General Corporation Law. This corporation's
outstanding shares are listed on the New York Stock Exchange.
<PAGE>
We further declare under penalty of perjury under the laws of the
State of California that the matters set forth in this certificate are true and
correct of our knowledge.
IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Amendment at Newport Beach, California on May 25, 1995.
/s/ Ralph L. Ozorkiewicz
---------------------------
Ralph L. Ozorkiewicz
President and Chief Executive Officer
/s/ Stephen D. Natcher
---------------------------
Stephen D. Natcher
Secretary
<PAGE>
WYLE ELECTRONICS BYLAWS
<PAGE>
WYLE ELECTRONICS BYLAWS
TABLE OF CONTENTS
-----------------
ARTICLE I
GENERAL PROVISIONS
Section Title Page
---------- -------------------------- ----
1.01 Principal Executive Office 1
1.02 Number of Directors 1
ARTICLE II
SHARES AND SHAREHOLDERS
Section Title Page
------- ---------------------------- ----
2.01 Meetings of Shareholders 1
(a) Place of Meetings 1
(b) Annual Meetings 1
(c) Special Meetings 2
(d) Notice of Meetings 2
(e) Notice of Shareholder Business
and Nominations 3
(f) Adjourned Meeting and Notice Thereof 5
(g) Waiver of Notice 5
(h) Quorum 6
2.02 Action Without a Meeting 6
2.03 Voting of Shares 6
(a) In General 7
(b) Cumulative Voting 7
(c) Election by Ballot 7
2.04 Proxies 7
2.05 Inspectors of Election 7
(a) Appointment 7
(b) Duties 8
2.06 Record Date 8
2.07 Share Certificates 9
(a) In General 9
(b) Two or More Classes or Series 9
(c) Special Restrictions 10
2.08 Lost, Stolen or Destroyed Certificates 10
2.09 Certificateless Shares 10
ii
<PAGE>
ARTICLE III
DIRECTORS
Section Title Page
------- ---------------------------------- ----
3.01 Powers 11
3.02 Committees of the Board 11
3.03 Election and Term of Office 12
3.04 Vacancies 13
3.05 Removal 13
3.06 Resignation 13
3.07 Meetings of the Board of Directors 13
(a) Regular Meetings 13
(b) Organization Meeting 13
(c) Special Meetings 14
(d) Notice of Meetings 14
(e) Adjournment 14
(f) Place of Meeting 14
(g) Presence by Conference Telephone Call 14
(h) Quorum 14
3.08 Action Without Meeting 14
3.09 Committee Meetings 15
ARTICLE IV
OFFICERS
Section Title Page
------- ---------------------------------- ----
4.01 Officers 15
4.02 Elections 15
4.03 Other Officers 15
4.04 Resignation 15
4.05 Chief Executive Officer 15
iii
<PAGE>
ARTICLE V
MISCELLANEOUS
Section Title Page
------- --------------------------------------- ----
5.01 Records and Reports 16
(a) Books of Account and Proceedings 16
(b) Annual Report 16
5.02 Representation of Shares of Other Corporations 16
5.03 Indemnification and Insurance 16
5.04 Construction and Definitions 17
ARTICLE VI
AMENDMENTS
Section Title Page
------- --------------------------------------- ----
6.01 Power of Shareholders 17
6.02 Power of Directors 18
iv
<PAGE>
BYLAWS FOR THE REGULATION OF
WYLE ELECTRONICS,
a California corporation
ARTICLE I
GENERAL PROVISIONS
Section 1.01 Principal Executive Office. The principal executive
--------------------------
office of the corporation shall be located at 15370 Barranca Parkway, Irvine,
California 92718. The Board of Directors shall have the power to change the
principal office to another location and may fix and locate one or more
subsidiary offices within or without the State of California.
Section 1.02 Number of Directors. The affairs of the Corporation
-------------------
shall be managed by a Board of Directors consisting of not less than 7 nor more
than 12 Directors. The exact number of Directors within the limits specified
shall be 12 until changed by an amendment to these bylaws duly adopted by the
Board of Directors or by the shareholders. Such indefinite number may be
changed, or a definite number fixed without provision for an indefinite number,
by an amendment to these bylaws duly adopted by the vote or written consent of a
majority of the outstanding shares entitled to vote; provided, however, that a
bylaw reducing the minimum number of directors to a number less than five cannot
be adopted if the votes cast against its adoption at a meeting or the shares not
consenting in the case of action by written consent are equal to more than 16-
2/3 percent of the outstanding shares entitled to vote. No amendment may change
the stated maximum number of authorized directors to a number greater than two
times the stated minimum number of directors minus one.
ARTICLE II
SHARES AND SHAREHOLDERS
Section 2.01 Meetings of Shareholders.
------------------------
(a) Place of Meetings. Meetings of shareholders shall be held at any
-----------------
place within or without the State of California designated by the Board of
Directors. In the absence of any such designation, shareholder meetings shall
be held at the principal executive office of the corporation.
(b) Annual Meetings. An annual meeting of the shareholders of the
---------------
corporation shall be held at 10:30 a.m. on the second Tuesday of June of each
year or at such other time and date as may be designated by the Board of
Directors; provided, however,
1
<PAGE>
that should said day fall upon a legal holiday, the annual meeting of
shareholders shall be held at the same time on the next day thereafter ensuing
which is a full business day. At each annual meeting directors shall be elected
and any other proper business may be transacted.
(c) Special Meetings. Special meetings of the shareholders may be called
----------------
by the Board of Directors, the chairman of the board, the president or by the
holders of shares entitled to cast not less than 10% of the votes at the
meeting.
(d) Notice of Meetings. Notice of any shareholders' meeting shall be
------------------
given not less than 10 (or, if sent by third-class mail, 30) nor more than 60
days before the date of the meeting to each shareholder entitled to vote
thereat. Such notice shall state the place, date and hour of the meeting and
(i) in the case of a special meeting, the general nature of the business to be
transacted, and no other business may be transacted, or (ii) in the case of the
annual meeting, those matters which the board, at the time of the giving of the
notice, intends to present for action by the shareholders. The notice of any
meeting at which directors are to be elected shall include the names of nominees
intended at the time of the notice to be presented by the board for election.
If action is proposed to be taken at any meeting, which action is within
Sections 310, 902, 1201, 1900 or 2007 of the General Corporation Law, the notice
shall also state the general nature of that proposal.
Notice of a shareholders' meeting shall be given either personally or by
first-class mail (or, so long as the corporation has outstanding shares held of
record by 500 or more persons on the record date for the meeting, by third-class
mail) or other means of written communication, addressed to the shareholder at
the address of such shareholder appearing on the books of the corporation or
given by the shareholder to the corporation for the purpose of notice; or if no
such address appears or is given, at the place where the principal executive
office of the corporation is located or by publication at least once in a
newspaper of general circulation in the county in which the principal executive
office if located. The notice shall be deemed to have been given at the time
when delivered personally or deposited in the mail or sent by other means of
written communication. An affidavit of mailing of any notice, executed by the
secretary, assistant secretary or any transfer agent, shall be prima facie
evidence of the giving of the notice.
2
<PAGE>
(e) Notice of Shareholder Business and Nominations.
----------------------------------------------
A. Annual Meetings of Shareholders.
-------------------------------
(1) Nominations of persons for election to the Board of Directors of
the corporation and the proposal of business to be considered by the
shareholders may be made at an annual meeting of shareholders (a) pursuant to
the corporation's notice of meeting, (b) by or at the direction of the Board of
Directors or (c) by any shareholder of the corporation who was a shareholder of
record at the time of giving of notice provided for in this bylaw, who is
entitled to vote at the meeting and who complies with the notice procedures set
forth in this bylaw.
(2) For nominations or other business to be properly brought before an
annual meeting by a shareholder pursuant to clause (c) of paragraph (A)(1) of
this bylaw, the shareholder must have given timely notice thereof in writing to
the Secretary of the corporation and such other business must otherwise be a
proper matter for shareholder action. To be timely, a shareholder's notice
shall be delivered to the Secretary at the principal executive offices of the
corporation not later than the close of business on the 60th day nor earlier
than the close of business on the 90th day prior to the first anniversary of the
preceding year's annual meeting; provided, however, that in the event that the
date of the annual meeting is more than 30 days before or more than 60 days
after such anniversary date, notice by the shareholder to be timely must be so
delivered not earlier than the close of business on the 90th day prior to such
annual meeting and not later than the close of business on the later of the 60th
day prior to such annual meeting or the 10th day following the day on which
public announcement of the date of such meeting is first made by the
corporation. In no event shall the public announcement of an adjournment of an
annual meeting commence a new time period for the giving of a shareholder's
notice as described above. Such shareholder's notice shall set forth (a) as to
each person whom the shareholder proposes to nominate for election or reelection
as a director all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors in an election
contest, or is otherwise required, in each case pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended (the "Exchange Act") and Rule
14a-11 thereunder (including such person's written consent to being named in the
proxy statement as a nominee and to serving as a director if elected); (b) as to
any other business that the shareholder proposes to bring before the meeting, a
brief description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in
such business of such shareholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (c) as to the shareholder giving the notice and
the
3
<PAGE>
beneficial owner, if any, on whose behalf the nomination or proposal is made (i)
the name and address of such shareholder, as they appear on the corporation's
books, and of such beneficial owner and (ii) the class and number of shares of
stock of the corporation which are owned beneficially and of record by such
shareholder and such beneficial owner.
(3) Notwithstanding anything in the second sentence of paragraph
(A)(2) of this bylaw to the contrary, in the event that the number of directors
to be elected to the Board of Directors of the corporation is increased and
there is no public announcement by the corporation naming all of the nominees
for director or specifying the size of the increased Board of Directors at least
70 days prior to the first anniversary of the preceding year's annual meeting, a
shareholder's notice required by this bylaw shall also be considered timely, but
only with respect to nominees for any new positions created by such increase, if
it shall be delivered to the Secretary at the principal executive offices of the
corporation not later than the close of business on the 10th day following the
day on which such public announcement is first made by the corporation.
B. Special Meetings of Shareholders. Only such business shall be
--------------------------------
conducted at a special meeting of shareholders as shall have been brought before
the meeting pursuant to the corporation's notice of meeting. Nominations of
persons for election to the Board of Directors may be made at a special meeting
of shareholders at which directors are to be elected pursuant to the
corporation's notice of meeting (a) by or at the direction of the Board of
Directors or (b) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any shareholder of the
Corporation who is a shareholder of record at the time of giving of notice
provided for in this bylaw, who shall be entitled to vote at the meeting and who
complies with the notice procedures set forth in this bylaw. In the event the
corporation calls a special meeting of shareholders for the purpose of electing
one or more directors to the Board of Directors, any such shareholder may
nominate a person or persons (as the case may be), for election to such
position(s) as specified in the corporation's notice of meeting, if the
shareholder's notice required by paragraph (A)(2) of this bylaw shall be
delivered to the Secretary at the principal executive offices of the corporation
not earlier than the close of business on the 90th day prior to such special
meeting and not later than the close of business on the later of the 60th day
prior to such special meeting or the 10th day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting. In
no event shall the public announcement of an adjournment of a special meeting
commence a new time period for the giving of a shareholder's notice as described
above.
4
<PAGE>
C. General.
-------
(1) Only such persons who are nominated in accordance with the
procedures set forth in this bylaw shall be eligible to serve as directors and
only such business shall be conducted at a meeting of shareholders as shall have
been brought before the meeting in accordance with the procedures set forth in
this bylaw. Except as otherwise provided by law, the chairman of the meeting
shall have the power and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made or proposed, as the case may
be, in accordance with the procedures set forth in this bylaw and, if any
proposed nomination or business is not in compliance with this bylaw, to declare
that such defective proposal or nomination shall be disregarded.
(2) For purposes of this bylaw, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
corporation with the Securities Exchange Commission pursuant to Section 13, 14
or 15(d) of the Exchange Act.
(3) Notwithstanding the foregoing provisions of this bylaw, a
shareholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this bylaw. Nothing in this bylaw shall be deemed to affect any right
of shareholders to request inclusion of proposals in the corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act.
(4) Nothing in this bylaw is intended to provide any additional rights
to shareholders other than rights to which the shareholders are already entitled
by law."
(f) Adjourned Meeting and Notice Thereof. Any meeting of shareholders may
------------------------------------
be adjourned from time to time by the vote of a majority of the shares
represented either in person or by proxy whether or not a quorum is present.
When a shareholders' meeting is adjourned to another time or place, notice need
not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting the corporation may transact any business which might have been
transacted at the original meeting. However, if the adjournment is for more
than 45 days or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at the meeting.
(g) Waiver of Notice. The transactions of any meeting of shareholders,
----------------
however called and noticed, and wherever held, are
5
<PAGE>
as valid as though had at a meeting duly held after regular call and notice, if
a quorum is present either in person or by proxy, and if, either before or after
the meeting, each of the persons entitled to vote, not present in person or by
proxy, signs a written waiver of notice or a consent to the holding of the
meeting or an approval of the minutes thereof. The waiver of notice or consent
need not specify either the business to be transacted at or the purpose of any
annual or special meeting of shareholders, except that if action is taken or
proposed to be taken for approval of any of those matters specified in the
second paragraph of subparagraph (d) of Section 2.01 of this Article II, the
waiver of notice or consent shall state the general nature of the proposal. All
such waivers, consents and approvals shall be filed with the corporate records
or made a part of the minutes of the meeting.
(h) Quorum. The presence in person or by proxy of persons entitled to
------
vote a majority of the shares entitled to vote at any meeting shall constitute a
quorum for the transaction of business. Except as provided in the following
paragraph, the affirmative vote of a majority of the shares represented and
voting at a duly held meeting at which a quorum is present (which shares voting
affirmatively also constitute at least a majority of the required quorum) shall
be the act of the shareholders, unless the vote of a greater number or voting by
classes is required by the General Corporation Law or the Articles of
Incorporation.
The shareholders present at a duly called or held meeting at which a quorum
is present may continue to transact business until adjournment notwithstanding
the withdrawal of enough shareholders to leave less than a quorum, provided that
any action taken (other than adjournment) must be approved by at least a
majority of the shares required to constitute a quorum.
Section 2.02 Action Without a Meeting. No action required to be taken or
------------------------
which may be taken by shareholders at any annual or special meeting of
shareholders of the corporation may be taken without a meeting, and the power of
shareholders to consent in writing, without a meeting, to the taking of any
action is specifically denied. Notwithstanding any other provision of these
bylaws to the contrary, any amendment, repeal, alteration or change of or to
this Section 2.02 shall require the affirmative vote of the holders of shares
representing at least eighty percent (80%) of the outstanding shares of stock of
the corporation entitled to vote generally in the election of directors
(considered for this purpose as one class).
Section 2.03 Voting of Shares.
----------------
(a) In General. Except as otherwise provided in the Articles of
----------
Incorporation, each outstanding share, regardless of
6
<PAGE>
class, shall be entitled to one vote on each matter submitted to a vote of
shareholders.
(b) Voting. At any election of directors, no shareholder shall be
------
entitled to cumulate votes (i.e., cast for any one or more candidates a number
of votes greater than the number of votes which such shareholder normally is
entitled to cast). In any election of directors, the candidates receiving the
highest number of affirmative votes up to the number of directors to be elected
by such shares are elected; votes against a director and votes withheld shall
have no effect.
(c) Election by Ballot. Elections for directors need not be by ballot
------------------
unless a shareholder demands election by ballot at the meeting and before the
voting begins.
Section 2.04 Proxies. Every person entitled to vote shares of this
-------
corporation may authorize another person or persons to act by proxy with respect
to such shares by delivering to the corporation a written authorization signed
by the shareholder or the shareholder's attorney in fact giving such other
person or persons power to vote with respect to the shares of such shareholder.
A proxy shall be deemed signed if the shareholder's name is placed on the proxy
(whether by manual signature, typewriting, telegraphic transmission or
otherwise) by the shareholder or the shareholder's attorney in fact. A validly
executed proxy which does not state that it is irrevocable shall continue in
full force and effect unless (i) before the vote pursuant to that proxy, it is
revoked by the person executing it: by a writing delivered to the corporation
stating that the proxy is revoked, by a subsequent proxy executed by the person
executing the prior proxy and presented to the meeting or by attendance at the
meeting and voting in person by the person executing the proxy; or (ii) before
the vote pursuant to that proxy is counted, written notice of the death or
incapacity of the maker of that proxy is received by the corporation; provided,
however, that, unless otherwise provided in the proxy, no proxy shall be valid
after the expiration of 11 months from the date of the proxy. The revocability
of a proxy that states on its face that it is irrevocable shall be governed by
the provisions of Section 705(e) and (f) of the General Corporation Law.
Section 2.05 Inspectors of Election.
----------------------
(a) Appointment. In advance of any meeting of shareholders the board may
-----------
appoint inspectors of election to act at the meeting and any adjournment
thereof. If inspectors of election are not so appointed, or if any persons so
appointed fail to appear or refuse to act, the chairman of any meeting of
shareholders may, and on the request of any shareholder or a shareholder's proxy
shall, appoint inspectors of election (or persons to replace those who so fail
or refuse) at the meeting.
7
<PAGE>
The number of inspectors shall be either one or three. If appointed at a
meeting on the request of one or more shareholders or proxies, the majority of
shares represented in person or by proxy shall determine whether one or three
inspectors are to be appointed.
(b) Duties. The inspectors of election shall determine the number of
------
shares outstanding and the voting power of each, the shares represented at the
meeting, the existence of a quorum and the authenticity, validity and effect of
proxies, receive votes, ballots or consents, hear and determine all challenges
and questions in any way arising in connection with the right to vote, count and
tabulate all votes or consents, determine when the polls shall close, determine
the result and do such acts as may be proper to conduct the election or vote
with fairness to all shareholders. The inspectors of election shall perform
their duties impartially, in good faith, to the best of their ability and as
expeditiously as is practical. If there are three inspectors of election, the
decision, act or certificate of a majority is effective in all respects as the
decision, act or certificate of all. Any report or certificate made by the
inspectors of election is prima facie evidence of the facts stated therein.
Section 2.06 Record Date. In order that the corporation may determine the
-----------
shareholders entitled to notice of any meeting or to vote or entitled to receive
payment of any dividend or other distribution or allotment of any rights or
entitled to exercise any rights in respect of any other lawful action, the board
may fix, in advance, a record date, which shall not be more than 60 nor less
than 10 days prior to the date of such meeting nor more than 60 days prior to
any other action. If no record date is fixed:
(a) The record date for determining shareholders entitled to notice of or
to vote at a meeting of shareholders shall be at the close of business on the
business day next preceding the day on which notice is given or, if notice is
waived, at the close of business on the business day next preceding the day on
which the meeting is held.
(b) The record date for determining shareholders entitled to give consent
to corporate action in writing without a meeting, when no prior action by the
board has been taken, shall be the day on which the first written consent is
given.
(c) The record date for determining shareholders for any other purpose
shall be at the close of business on the day on which the board adopts the
resolution relating thereto, or the 60th day prior to the date of such other
action, whichever is later.
8
<PAGE>
A determination of shareholders of record entitled to notice of or to vote
at a meeting of shareholders shall apply to any adjournment of the meeting
unless the board fixes a new record date for the adjourned meeting, but the
board shall fix a new record date if the meeting is adjourned for more than 45
days from the date set for the original meeting.
Shareholders at the close of business on the record date are entitled to
notice and to vote or to receive the dividend, distribution or allotment of
rights or to exercise the rights, as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after the record date,
except as otherwise provided in the Articles of Incorporation or by agreement or
in the General Corporation Law.
Section 2.07 Share Certificates.
------------------
(a) In General. The corporation shall issue a certificate or certificates
----------
representing shares of its capital stock. Each certificate so issued shall be
signed in the name of the corporation by the chairman or vice chairman of the
board or the president or a vice president and by the chief financial officer or
an assistant treasurer or the secretary or any assistant secretary, shall state
the name of the record owner thereof and shall certify the number of shares and
the class or series of shares represented thereby. Any or all of the signatures
on the certificate may be facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate has ceased to be such officer, transfer agent or registrar before
such certificate is issued, it may be issued by the corporation with the same
effect as if such person were an officer, transfer agent or registrar at the
date of issue.
(b) Two or More Classes or Series. If the shares of the corporation are
-----------------------------
classified or if any class of shares has two or more series, there shall appear
on the certificate one of the following:
(1) A statement of the rights, preferences, privileges and
restrictions granted to or imposed upon the respective classes or series of
shares authorized to be issued and upon the holders thereof; or
(2) A summary of such rights, preferences, privileges and restrictions
with reference to the provisions of the Articles of Incorporation and any
certificates of determination establishing the same; or
(3) A statement setting forth the office or agency of the corporation
from which shareholders may obtain, upon request
9
<PAGE>
and without charge, a copy of the statement referred to in subparagraph (1).
(c) Special Restrictions. There shall also appear on the certificate
--------------------
(unless stated or summarized under subparagraph (1) or (2) of subparagraph (b)
above) the statements required by all of the following clauses to the extent
applicable:
(1) The fact that the shares are subject to restrictions upon
transfer.
(2) If the shares are assessable, a statement that they are
assessable.
(3) If the shares are not fully paid, a statement of the total
consideration to be paid therefor and the amount paid thereon.
(4) The fact that the shares are subject to a voting agreement or an
irrevocable proxy or restrictions upon voting rights contractually imposed by
the corporation.
(5) The fact that the shares are redeemable.
(6) The fact that the shares are convertible and the period for
conversion.
Section 2.08 Lost, Stolen or Destroyed Certificates. The corporation may
--------------------------------------
issue a new share certificate or a new certificate for any other security in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the corporation may require the owner of the lost,
stolen or destroyed certificate or the owner's legal representative to give the
corporation a bond (or other adequate security) sufficient to indemnify it
against any claim that may be made against it (including any expense or
liability) on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.
Section 2.09 Certificateless Shares. Notwithstanding any other provisions
----------------------
of this Article II, the corporation may adopt a system of issuance, recordation
and transfer of its shares by electronic or other means not involving any
issuance of certificates, in compliance with and as provided under Section
416(b) of the General Corporation Law.
10
<PAGE>
ARTICLE III
DIRECTORS
Section 3.01 Powers. Subject to the provisions of the General Corporation
------
Law and the Articles of Incorporation, the business and affairs of the
corporation shall be managed and all corporate powers shall be exercised by or
under the direction of the Board of Directors. The board may delegate the
management of the day-to-day operations of the business of the corporation to a
management company or other person provided that the business and affairs of the
corporation shall be managed and all corporate powers shall be exercised under
the ultimate direction of the board.
Section 3.02 Committees of the Board. The board may, by resolution
-----------------------
adopted by a majority of the authorized number of directors, designate one or
more committees, each consisting of two or more directors, to serve at the
pleasure of the board. The board may designate one or more directors as
alternate members of any committee, who may replace any absent member at any
meeting of the committee. The appointment of members or alternate members of a
committee requires the vote of a majority of the authorized number of directors.
Any such committee, to the extent provided in the resolution of the board, shall
have all the authority of the board, except with respect to:
(a) The approval of any action which also requires, under the General
Corporation Law, shareholders' approval or approval of the outstanding shares.
(b) The filling of vacancies on the board or in any committee.
(c) The fixing of compensation of the directors for serving on the board
or on any committee.
(d) The amendment or repeal of bylaws or the adoption of new bylaws.
(e) The amendment or repeal of any resolution of the board which by its
express terms is not so amendable or repealable.
(f) A distribution (within the meaning of the General Corporation Law) to
the shareholders of the corporation, except at a rate, in a periodic amount or
within a price range determined by the board.
(g) The appointment of other committees of the board or the members
thereof.
11
<PAGE>
Section 3.03 Election and Term of Office. In the event that the
---------------------------
authorized number of directors shall be fixed at nine (9) or more, the Board of
Directors shall be divided into three classes, designated Class I, Class II and
Class III. Each class shall consist of one-third of the directors or as close
an approximation as possible. The initial term of office of the directors of
Class I shall expire at the annual meeting to be held during fiscal year 1996,
the initial term of office of the directors of Class II shall expire at the
annual meeting to be held during fiscal year 1997 and the initial term of office
of the directors of Class III shall expire at the annual meeting to be held
during fiscal year 1998. At each annual meeting, commencing with the annual
meeting to be held during fiscal year 1996 each of the successors to the
directors of the class whose term shall have expired at such annual meeting
shall be elected for a term running until the third annual meeting next
succeeding his or her election and until his or her successor shall have been
duly elected and qualified.
In the event that the authorized number of directors shall be fixed with at
least seven (7) but less than nine (9), the Board of Directors shall be divided
into two classes, designated Class I and Class II. Each class shall consist of
one-half of the directors or as close an approximation as possible. At each
annual meeting, each of the successors to the directors of the class whose term
shall have expired at such annual meeting shall be elected for a term running
until the second annual meeting next succeeding his or her election and until
his or her successor shall have been duly elected and qualified.
Notwithstanding the rule that the classes shall be as nearly equal in
number of directors as possible, in the event of any change in the authorized
number of directors, each director then continuing to serve as such shall
nevertheless continue as a director of the class of which he or she is a member
until the expiration of his or her current term, or his or her prior death,
resignation or removal.
At each annual election, the directors chosen to succeed those whose terms
then expire shall be of the same class as the directors they succeed, unless, by
reason of any intervening changes in the authorized number of directors, the
Board of Directors shall designate one or more directorships whose term then
expires as directorships of another class in order more nearly to achieve
equality of number of directors among the classes.
This section only may be amended or repealed by the approval of the Board
of Directors and the outstanding shares (as defined as a single class,
notwithstanding Section 903 of the California General Corporation Law.
12
<PAGE>
Section 3.04 Vacancies. Except for a vacancy created by the removal of a
---------
director, vacancies on the board may be filled by approval of the board or, if
the number of directors then in office is less than a quorum, by (a) the
unanimous written consent of the directors then in office, (b) the affirmative
vote of a majority of the directors then in office at a meeting held pursuant to
notice or waivers of notice complying with the General Corporation Law or (c) a
sole remaining director. The shareholders may elect a director or directors at
any time to fill any vacancy or vacancies not filled by the directors, but any
such election by written consent other than to fill a vacancy created by removal
requires the consent of a majority of the outstanding shares entitled to vote.
The board shall have the power to declare vacant the office of a director
who has been declared of unsound mind by an order of court or convicted of a
felony.
Section 3.05 Removal. Any or all of the directors may be removed without
-------
cause if such removal is approved by the vote of a majority of the outstanding
shares entitled to vote, except that no director may be removed (unless the
entire board is removed) when the votes cast against removal, or not consenting
in writing to such removal, would be sufficient to elect such director if voted
cumulatively at an election at which the same total number of votes were cast
(or, if such action is taken by written consent, all shares entitled to vote
were voted) and either the number of directors elected at the most recent annual
meeting of shareholders, or if greater, the number of directors for whom removal
is being sought, were then being elected.
Section 3.06 Resignation. Any director may resign effective upon giving
-----------
written notice to the chairman of the board, the president, the secretary or the
Board of Directors of the corporation, unless the notice specifies a later time
for the effectiveness of such resignation. If the resignation is effective at a
future time, a successor may be elected to take office when the resignation
becomes effective.
Section 3.07 Meetings of the Board of Directors.
----------------------------------
(a) Regular Meetings. Regular meetings of the board may be held as
----------------
provided in these bylaws or by the board. Such meetings may be held without
notice if the time and place of such meetings are fixed by these bylaws or the
board.
(b) Organization Meeting. Immediately following each annual meeting of
--------------------
shareholders, the board shall hold a regular meeting for the purpose of
organization, election of officers and the transaction of other business.
Notice of such meetings is hereby dispensed with.
13
<PAGE>
(c) Special Meetings. Special meetings of the board may be called by the
----------------
chairman of the board or the president or any vice president or the secretary or
any two directors. Special meetings shall be held upon 4 days' notice by mail
or 48 hours' notice delivered personally or by telephone or telegraph.
(d) Notice of Meetings. A notice, or waiver of notice, need not specify
------------------
the purpose of any regular or special meeting of the board. Notice of a meeting
need not be given to any director who signs a waiver of notice or a consent to
holding the meeting or an approval of the minutes thereof, whether before or
after the meeting, or who attends the meeting without protesting, prior thereto
or at its commencement, the lack of notice to such director. All such waivers,
consents and approvals shall be filed with the corporate records or made a part
of the minutes of the meeting.
(e) Adjournment. A majority of the directors present, whether or not a
-----------
quorum is present, may adjourn any meeting to another time and place. If the
meeting is adjourned for more than 24 hours, notice of such adjournment to
another time and place shall be given prior to the time of the adjourned meeting
to the directors who were not present at the time of adjournment.
(f) Place of Meeting. Meetings of the board may be held at any place
----------------
within or without the state which has been designated in the notice of the
meeting or, if not stated in the notice or there is no notice, then such meeting
shall be held at the principal executive office of the corporation, or such
other place designated by resolution of the board.
(g) Presence by Conference Telephone Call. Members of the board may
-------------------------------------
participate in a meeting through use of conference telephone or similar
communications equipment, so long as all members participating in such meeting
can hear one another. Such participation constitutes presence in person at such
meeting.
(h) Quorum. A majority of the authorized number of directors constitutes
------
a quorum of the board for the transaction of business. Every act or decision
done or made by a majority of the directors present at a meeting duly held at
which a quorum is present is the act of the board, unless a greater number be
required by law or by the Articles of Incorporation. A meeting at which a
quorum is initially present may continue to transact business notwithstanding
the withdrawal of directors, if any action taken is approved by at least a
majority of the required quorum for such meeting.
Section 3.08 Action Without Meeting. Any action required or permitted to
----------------------
be taken by the board may be taken without a meeting if all members of the board
individually or collectively consent in writing to such action. Such written
consent or
14
<PAGE>
consents shall be filed with the minutes of the proceedings of the board. Such
action by written consent shall have the same force and effect as a unanimous
vote of such directors.
Section 3.09 Committee Meetings. The provisions of Sections 3.07 and 3.08
------------------
of these bylaws apply also to committees of the board and action by such
committees, mutatis mutandis.
ARTICLE IV
OFFICERS
Section 4.01 Officers. The officers of the corporation shall consist of a
--------
chairman of the board or a president, or both, a secretary, a chief financial
officer and such additional officers as may be elected or appointed in
accordance with Section 4.03 of these bylaws and as may be necessary to enable
the corporation to sign instruments and share certificates. Any number of
offices may be held by the same person.
Section 4.02 Elections. All officers of the corporation, except such
---------
officers as may be otherwise appointed in accordance with Section 4.03, shall be
chosen by the board and serve at the pleasure of the board, subject to the
rights, if any, of an officer under any contract of employment.
Section 4.03 Other Officers. The board, at its discretion, may appoint,
--------------
or empower the chairman of the board or president to appoint, one or more vice
presidents, assistant secretaries, assistant treasurers or such other officers
as the business of the corporation may require, each of whom shall hold office
for such period, have such authority and perform such duties as the board or the
chairman of the board or president may from time to time determine.
Section 4.04 Resignation. Any officer may resign at any time by giving
-----------
written notice to the corporation without prejudice to the rights, if any, of
the corporation under any contract to which the officer is a party.
Section 4.05 Chief Executive Officer. The chairman of the board or
-----------------------
president, as designated by the board, shall be the general manager and chief
executive officer of the corporation.
15
<PAGE>
ARTICLE V
MISCELLANEOUS
Section 5.01 Records and Reports.
-------------------
(a) Books of Account and Proceedings. The corporation shall keep adequate
--------------------------------
and correct books and records of account and shall keep minutes of the
proceedings of its shareholders, board and committees of the board and shall
keep at its principal executive office, or at the office of its transfer agent
or registrar, a record of its shareholders, giving the names and addresses of
all shareholders and the number and class of shares held by each. Such minutes
shall be kept in written form. Such other books and records shall be kept
either in written form or in any other form capable of being converted into
written form.
(b) Annual Report. An annual report shall be sent to the shareholders of
-------------
this corporation not later than 120 days after the close of the fiscal year and
at least 15 (or, if sent by third-class mail, 35) days prior to the annual
meeting of shareholders to be held during the next fiscal year. Such report
shall contain a balance sheet as of the end of such fiscal year and an income
statement and statement of changes in financial position for such fiscal year,
accompanied by a report thereon of independent accountants or, if there is no
such report, the certificate of an authorized officer of the corporation that
such statements were prepared without audit from the books and records of the
corporation. Such report shall also include such further statements required by
law applicable to the corporation from time to time.
Section 5.02 Representation of Shares of Other
---------------------------------
Corporations.
------------
The chairman of the board, if any, president or any vice president of this
corporation, or any person authorized to do so by the chairman of the board,
president or any vice president, is authorized to vote, represent and exercise
on behalf of this corporation all rights incident to any and all shares of any
other corporation standing in the name of this corporation. The authority
herein granted to said officers to vote or represent on behalf of this
corporation any and all shares held by this corporation in any other corporation
may be exercised either in person or by proxy.
Section 5.03 Indemnification and Insurance.
-----------------------------
(a) This corporation shall have the power to indemnify and hold harmless
each "agent" of the corporation, as the term "agent" is defined in Section
317(a) of the General Corporation Law, from and against any expenses, judgments,
fines, settlements
16
<PAGE>
and other amounts actually and reasonably incurred in connection with any
"proceeding" (as defined in Section 317(a)) to the full extent permitted by
applicable law. The corporation shall have the power to advance to its agents
expenses incurred in defending any proceeding prior to the final disposition
thereof to the full extent and in the manner permitted by applicable law.
(b) Any indemnification granted under this section, for any person
referred to in paragraph (a) above, shall create a right of indemnification
whether or not the proceeding to which the indemnification relates arose in
whole or in part prior to adoption of this section, and in the event of death
such right shall extend to such person's legal representatives. Any right of
indemnification given hereby shall not be exclusive of any other rights such
person may have, whether by law or under any agreement, insurance policy, vote
of directors or shareholders or, without limitation, otherwise.
(c) The corporation shall have the power to purchase and maintain
insurance on behalf of any agent of the corporation against any liability
asserted against or incurred by the agent in such capacity or arising out of the
agent's status as such, whether or not the corporation would have the power to
indemnify the agent against such liability.
Section 5.04 Construction and Definitions. Unless the context otherwise
----------------------------
requires, the general provisions, rules of construction and definitions
contained in the California General Corporation Law shall govern the
construction of these bylaws. Without limiting the generality of the foregoing,
the masculine gender includes the feminine and neuter, the singular number
includes the plural and the plural number includes the singular, and the term
"person" includes a corporation as well as a natural person.
ARTICLE VI
AMENDMENTS
Section 6.01 Power of Shareholders. Bylaws may be adopted, amended
---------------------
or repealed by the affirmative vote of the outstanding shares entitled to vote.
Such approval shall include the affirmative vote of a majority of the
outstanding shares of each class or series entitled, by any provision of the
Articles of Incorporation, these bylaws or the General Corporation Law, to vote
as a class or series on the subject matter being voted upon and shall also
include the affirmative vote of such greater proportion of the outstanding
shares of any class or series if such greater proportion is required by the
Articles of Incorporation, these bylaws or the General Corporation Law.
17
<PAGE>
Section 6.02 Power of Directors. Bylaws may be adopted, amended or
------------------
repealed by the approval of the board, except that a bylaw specifying or
changing a fixed number of directors or the maximum or minimum number or
changing from a fixed to a variable board or vice versa may only be adopted in
accordance with Section 6.01.
18
<PAGE>
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
1. That I am the elected and acting Secretary of Wyle Electronics, a
California corporation; and
2. That the foregoing bylaws, comprising 18 pages, constitute the
bylaws of said corporation as adopted by the Board of Directors of the
corporation and amended through May 9, 1995.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the
seal of said corporation this 9th day of May, 1995.
/s/ Stephen D. Natcher
--------------------------------
Stephen D. Natcher
[Seal]
<PAGE>
EXHIBIT 11
----------
WYLE ELECTRONICS
CALCULATION OF INCOME PER SHARE
(Unaudited)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
------------------ -------------------
1995 1994 1995 1994
-------- ------- ------- ---------
<S> <C> <C> <C> <C>
Income applicable to common shares
Income from continuing operations...... $ 8,774 $ 3,318 $15,504 $ 5,435
Income from discontinued operations,
net of taxes.......................... - 976 - 1,668
------- ------- ------- -------
Net income............................. $ 8,774 $ 4,294 $15,504 $ 7,103
======= ======= ======= =======
Common and common equivalent shares
Weighted average number of common
shares outstanding.................... 12,306 12,250 12,276 12,217
Stock options included under the
treasury stock method................. 269 161 250 214
------- ------- ------- -------
12,575 12,411 12,526 12,431
======= ======= ======= =======
Income per share
Income from continuing operations...... $ .70 $ .27 $ 1.24 $ .44
======= ======= ======= =======
Income from discontinued operations,
net of taxes.......................... $ - $ .08 $ - $ .13
======= ======= ======= =======
Net income............................. $ .70 $ .35 $ 1.24 $ .57
======= ======= ======= =======
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 9,636
<SECURITIES> 0
<RECEIVABLES> 150,751
<ALLOWANCES> 5,933
<INVENTORY> 160,402
<CURRENT-ASSETS> 324,588
<PP&E> 43,973
<DEPRECIATION> 18,363
<TOTAL-ASSETS> 367,773
<CURRENT-LIABILITIES> 119,517
<BONDS> 48,111
<COMMON> 88,853
0
0
<OTHER-SE> 86,210
<TOTAL-LIABILITY-AND-EQUITY> 367,773
<SALES> 504,935
<TOTAL-REVENUES> 504,935
<CGS> 419,395
<TOTAL-COSTS> 419,395
<OTHER-EXPENSES> 57,129
<LOSS-PROVISION> 1,888
<INTEREST-EXPENSE> 897
<INCOME-PRETAX> 25,626
<INCOME-TAX> 10,122
<INCOME-CONTINUING> 15,504
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15,504
<EPS-PRIMARY> 1.24
<EPS-DILUTED> 0
</TABLE>
