<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended Commission File Number
October 29, 1995 1-3822
[CAMPBELL SOUP COMPANY LOGO]
NEW JERSEY 21-0419870
State of Incorporation I.R.S. Employer Identification No.
CAMPBELL PLACE
CAMDEN, NEW JERSEY 08103-1799
Principal Executive Offices
TELEPHONE NUMBER: (609) 342-4800
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 .
----- ------
THERE WERE 249,138,416 SHARES OF CAPITAL STOCK OUTSTANDING AS OF DECEMBER 1,
1995.
THIS FORM 10-Q CONSISTS OF A TOTAL OF 21 PAGES. AN INDEX TO EXHIBITS IS ON
PAGE 12.
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PART I. FINANCIAL INFORMATION
CAMPBELL SOUP COMPANY CONSOLIDATED
STATEMENTS OF EARNINGS
(unaudited)
(million dollars except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
----------------------------
OCTOBER October*
29, 1995 30, 1994
-------- --------
<S> <C> <C>
Net sales $1,990 $1,856
- -------------------------------------------------------------------------------------------------------------
Costs and expenses
Cost of products sold 1,143 1,085
Marketing and selling expenses 358 332
Administrative expenses 83 80
Research and development expenses 20 18
Other expense 24 18
- -------------------------------------------------------------------------------------------------------------
Total costs and expenses 1,628 1,533
- -------------------------------------------------------------------------------------------------------------
Earnings before interest and taxes 362 323
Interest, net 35 25
- -------------------------------------------------------------------------------------------------------------
Earnings before taxes 327 298
Taxes on earnings 108 101
- -------------------------------------------------------------------------------------------------------------
Net earnings $ 219 $ 197
=============================================================================================================
Per share
Net earnings $.88 $.79
=============================================================================================================
Dividends $.31 $.28
=============================================================================================================
Weighted average shares outstanding 249 249
=============================================================================================================
</TABLE>
See Notes To Financial Statements
*Reclassified to conform to this year's presentation
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<PAGE> 3
CAMPBELL SOUP COMPANY CONSOLIDATED
BALANCE SHEETS
(unaudited)
(million dollars)
<TABLE>
<CAPTION>
OCTOBER July
29, 1995 30, 1995
-------- --------
<S> <C> <C>
Current assets
Cash and cash equivalents $ 69 $ 53
Accounts receivable 855 631
Inventories 900 755
Prepaid expenses 145 142
- -------------------------------------------------------------------------------------------------------------
Total current assets 1,969 1,581
- -------------------------------------------------------------------------------------------------------------
Plant assets, net of depreciation 2,595 2,584
Intangible assets, net of amortization 1,808 1,715
Other assets 431 435
- -------------------------------------------------------------------------------------------------------------
Total assets $6,803 $6,315
=============================================================================================================
Current liabilities
Notes payable $1,083 $ 865
Payable to suppliers and others 578 556
Accrued liabilities 590 545
Dividend payable 77 78
Accrued income taxes 186 120
- -------------------------------------------------------------------------------------------------------------
Total current liabilities 2,514 2,164
- -------------------------------------------------------------------------------------------------------------
Long-term debt 852 857
Nonpension postretirement benefits 447 434
Other liabilities, including deferred
income taxes of $241 and $235 406 392
- -------------------------------------------------------------------------------------------------------------
Total liabilities 4,219 3,847
- -------------------------------------------------------------------------------------------------------------
Shareowners' equity
Preferred stock; authorized 40 shares;
none issued - -
Capital stock, $.075 par value; authorized
280 shares; issued 271 shares 20 20
Capital surplus 171 165
Earnings retained in the business 2,897 2,755
Capital stock in treasury, at cost (581) (550)
Cumulative translation adjustments 77 78
- -------------------------------------------------------------------------------------------------------------
Total shareowners' equity 2,584 2,468
- -------------------------------------------------------------------------------------------------------------
Total liabilities and shareowners' equity $6,803 $6,315
=============================================================================================================
</TABLE>
See Notes to Financial Statements
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<PAGE> 4
CAMPBELL SOUP COMPANY CONSOLIDATED
STATEMENTS OF CASH FLOWS
(unaudited)
(million dollars)
<TABLE>
<CAPTION>
Three Months Ended
-----------------------------
OCTOBER October
29, 1995 30, 1994
-------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $219 $197
Non-cash charges to net earnings
Depreciation and amortization 78 63
Deferred taxes 6 -
Other, net 26 24
Changes in working capital
Accounts receivable (226) (188)
Inventories (147) (94)
Other current assets and liabilities 134 88
- ------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 90 90
- ------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Purchases of plant assets (79) (60)
Sales of plant assets 6 3
Businesses acquired (107) (177)
Sales of businesses - 3
Net change in other assets and liabilities (6) 4
- ------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (186) (227)
- ------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Long-term borrowings - 3
Repayments of long-term borrowings (5) (4)
Short-term borrowings 322 221
Repayments of short-term borrowings (104) (17)
Dividends paid (77) (70)
Treasury stock purchased (40) -
Treasury stock issued 11 5
- ------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 107 138
- ------------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash 5 5
- ------------------------------------------------------------------------------------------------------------------
Net change in cash and cash equivalents 16 6
Cash and cash equivalents - beginning of period 53 96
- ------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents - end of period $ 69 $102
==================================================================================================================
</TABLE>
See Notes to Financial Statements
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<PAGE> 5
CAMPBELL SOUP COMPANY CONSOLIDATED
STATEMENTS OF CHANGES IN SHAREOWNERS' EQUITY
(unaudited)
(million dollars)
<TABLE>
<CAPTION>
Earnings Capital
Retained Stock Cumulative Total
Preferred Capital Capital in the in Translation Shareowners'
Stock Stock Surplus Business Treasury Adjustments Equity
--------- ------- ------- ------------ --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at July 31, 1994 $ - $20 $155 $2,359 $(559) $14 $1,989
Net earnings 197 197
Cash dividends ($.28 per share) (70) (70)
Treasury stock purchased (1) (1)
Treasury stock issued under Management
incentive and Stock option plans 4 5 9
Translation adjustments 31 31
- ----------------------------------------------------------------------------------------------------------------------------
Balance at October 30, 1994 $ - $20 $159 $2,486 $(555) $45 $2,155
============================================================================================================================
BALANCE AT JULY 30, 1995 $ - $20 $165 $2,755 $(550) $78 $2,468
NET EARNINGS 219 219
CASH DIVIDENDS ($.31 PER SHARE) (77) (77)
TREASURY STOCK PURCHASED (38) (38)
TREASURY STOCK ISSUED UNDER MANAGEMENT
INCENTIVE AND STOCK OPTION PLANS 6 7 13
TRANSLATION ADJUSTMENTS (1) (1)
- -----------------------------------------------------------------------------------------------------------------------------
BALANCE AT OCTOBER 29, 1995 $ - $20 $171 $2,897 $(581) $77 $2,584
=============================================================================================================================
<CAPTION>
CHANGES IN NUMBER OF SHARES (UNAUDITED)
---------------------------------------
(THOUSANDS OF SHARES)
- -----------------------------------------------------------------------------------------------------------------------------
Issued Outstanding In Treasury
------ ----------- ------------
<S> <C> <C> <C>
Balance at July 31, 1994 271,245 248,319 22,926
Treasury stock purchased (12) 12
Treasury stock issued under Management incentive and Stock option plans 197 (197)
- -----------------------------------------------------------------------------------------------------------------------------
Balance at October 30, 1994 271,245 248,504 22,741
=============================================================================================================================
BALANCE AT JULY 30, 1995 271,245 249,231 22,014
TREASURY STOCK PURCHASED (833) 833
TREASURY STOCK ISSUED UNDER MANAGEMENT INCENTIVE AND STOCK OPTION PLANS 540 (540)
- -----------------------------------------------------------------------------------------------------------------------------
BALANCE AT OCTOBER 29, 1995 271,245 248,938 22,307
=============================================================================================================================
</TABLE>
See Notes to Financial Statements
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<PAGE> 6
CAMPBELL SOUP COMPANY CONSOLIDATED
NOTES TO FINANCIAL STATEMENTS
(unaudited)
(millions)
(a) The financial statements reflect all adjustments which are, in the
opinion of management, necessary for a fair presentation of the
results for the indicated periods. All such adjustments are of a
normal recurring nature.
(b) Net earnings per share are based on the weighted average shares
outstanding during the applicable periods. The potential dilution
from the exercise of stock options is not material.
(c) Inventories
<TABLE>
<CAPTION>
OCTOBER July
29, 1995 30, 1995
-------- --------
<S> <C> <C>
Raw materials, containers and supplies $367 $317
Finished products 600 505
---------------------------------------------------------------------------
967 822
Less - Adjustment of certain inventories
to LIFO basis 67 67
---------------------------------------------------------------------------
$900 $755
===========================================================================
</TABLE>
(d) Divestiture and Restructuring Program
On January 28, 1993, the company's Board of Directors approved a
divestiture and restructuring program which specifically identified
six manufacturing plants to be closed and fourteen businesses to be
sold. At the time of the Board's approval, charges of $353 ($300
after tax or $1.19 per share) were recorded for the estimated loss on
disposition of plant assets, cost of closing each plant and loss on
each business divestiture. During the first quarter of 1996, two
businesses were sold. A summary of the original reserve and charges
through October 29, 1995 is as follows:
<TABLE>
Original Balance BALANCE
Reserves Charges 7/30/95 Charges 10/29/95
--------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
Loss on disposal of assets $275 $(197) $78 $(1) $77
Severance and benefits 52 (47) 5 (2) 3
Other 26 (13) 13 - 13
- --------------------------------------------------------------------------------------------------------------
Total $353 $(257) $96 $(3) $93
==============================================================================================================
Current $153 $96 $93
Non-current 200 - -
- --------------------------------------------------------------------------------------------------------------
Total $353 $96 $93
==============================================================================================================
</TABLE>
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<PAGE> 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
CAMPBELL SOUP COMPANY
RESULTS OF OPERATIONS
OVERVIEW
Campbell achieved record sales and earnings for the first quarter ended October
29, 1995. Net sales of $1.99 billion were up 7% over the $1.86 billion for the
similar period last year. Earnings per share increased 11% to 88 cents, up
from 79 cents last year. Net earnings were $219 million, up 11% from $197
million last year. International Grocery and Bakery & Confectionery divisions
led the first quarter percentage gains. In the U.S.A. division, meal
enhancement businesses enjoyed strong growth and Pace Mexican sauces achieved
broad distribution in the Northeast.
RESULTS BY DIVISION
U.S.A. - U.S. sales for the quarter were $1.20 billion, up 6% over $1.12
billion for the comparable period last year with the Pace and Fresh Start
acquisitions driving growth. Operating earnings climbed 11% to $288 million.
Soup volume increased 2% led by the traditional "Red & White" condensed
varieties, particularly chicken noodle. Strong volume gains were also achieved
by "Franco-American" pasta with its new shapes for kids; by spaghetti sauces,
reflecting the U.S. introduction of the "Barilla" brand from Italy; and by
"Vlasic" pickles where the popularity of the "Sandwich Stackers" style remains
vibrant. Frozen foods volume declined, reflecting marketplace conditions.
New chicken pot pies for Kentucky Fried Chicken outlets and new frozen soups
helped to catapult food service business into high growth.
BAKERY & CONFECTIONERY - Bakery & Confectionery sales increased 6% to $435
million from $410 million in the first quarter of last year. Earnings
increased 15% to $53 million from $46 million last year, with Pepperidge Farm,
Delacre and Godiva all posting exceptional gains. Cost reduction programs at
Pepperidge Farm and Delacre helped expand margins.
Pepperidge Farm's new fat-free cookies and brownies, using technology derived
from the Greenfield acquisition, together with new marketing initiatives behind
"Goldfish" crackers are driving volume gains. Pepperidge Farm frozen garlic
breads continue robust growth.
The division consists of "Pepperidge Farm" in the U.S., "Arnott's" in
Australia, "Delacre" in Europe, "Godiva" worldwide and the confectionery
business in Europe.
-7-
<PAGE> 8
INTERNATIONAL GROCERY - The International Grocery Division reported
sales of $381 million, a 12% increase over last year. Two
acquisitions--Stratford-upon-Avon Foods, a leading food service supplier, and
Homepride, the number-one brand of cooking sauces--added volume as well as
operating synergies in the United Kingdom. Soup sales in Asia, Australia,
Germany and Japan all grew at double-digits, and the company's businesses in
Argentina were up sharply.
Operating earnings rose 14% to $36 million, with Argentina and Canada leading
the strong growth. Earnings in Mexico were down $4 million, reflecting the
economic difficulties there.
International Grocery consists of soup, grocery and frozen businesses in
Argentina, Asia, Australia, Canada, Europe and Mexico.
STATEMENTS OF EARNINGS
Net sales increased 7% over the prior year, driven principally by acquisitions
and a 2% increase in worldwide soup volume based on strength in U.S. condensed
soup and double-digit volume growth in Australia, Asia, Germany and Japan.
Gross margins improved 1.1 percentage points to 42.6% compared to the first
quarter of the prior year. Gross margin improvements resulted primarily from
higher selling prices and manufacturing efficiencies.
Marketing and selling expenses increased 8%, compared to the first quarter of
the prior year, reflecting the acquisition of Pace Foods which has an
aggressive advertising strategy. Overall, these expenses remained relatively
flat at 18% of sales.
Administrative expenses also remained flat as a percent of sales. The increase
in interest expense results primarily from financing costs associated with
acquisitions.
The effective tax rate was 33.0% compared to 33.9% in the first quarter of
fiscal 1995. The company expects its effective tax rate for the full fiscal
1996 year to approximate the first quarter rate due to tax planning strategies,
including utilization of tax loss carryforwards.
LIQUIDITY AND CAPITAL RESOURCES
For the second year in a row, the company generated $90 million of cash from
operations in the first quarter. Continued tight management of working capital
and increased earnings have turned the company from a traditional net user of
cash in the first quarter into a generator of cash from operating activities.
Capital expenditures were $79 million in 1996, an increase of $19 million from
the prior year, due primarily to construction of the new Huntingwood
manufacturing facility by Arnotts in Australia. Capital expenditures are
projected to be between $400 and $450 million in 1996.
-8-
<PAGE> 9
The company acquired the "Homepride" sauce business, Britain's leading cooking
sauce brand, and increased its Arnotts share ownership to 67%.
Short-term borrowings increased by $218 million in 1996 to finance acquisitions
and seasonal inventories.
The company repurchased 833,000 shares of common stock for the treasury at a
cost of $38 million, compared to minimal repurchases in 1995.
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<PAGE> 10
PART II
ITEM 1. LEGAL PROCEEDINGS
In management's opinion, there are no pending claims or litigation, the outcome
of which would have a material effect on the consolidated financial position of
the company. In October 1995, the United States of America filed a complaint
against Campbell at the request of the Environmental Protection Agency in the
United States District Court for the Eastern District of California relating to
certain air emission permits at the company's Sacramento, CA facility. The suit
seeks monetary and injunctive relief for alleged violations of the Clean Air
Act claiming that the Sacramento Metropolitan Air Quality Management District,
the responsible state agency, allowed plant modifications without the
appropriate permits and pollution control equipment. Campbell is disputing
the alleged violations.
The company has also been named as a potentially responsible party in a
number of proceedings brought under the Comprehensive Environmental Response,
Compensation and Liability Act, commonly known as Superfund. The ultimate
impact of these proceedings cannot be predicted at this time due to the large
number of other potentially responsible parties, and the speculative nature of
clean-up cost estimates, but it is not expected to be material either
individually or in the aggregate.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
--------
No.
---
3(ii) Campbell Soup Company's By-Laws, effective September 1, 1995
4 There is no instrument with respect to long-term debt of the
company that involves indebtedness or securities authorized
thereunder exceeding 10 percent of the total assets of the
company and its subsidiaries on a consolidated basis. The
company agrees to file a copy of any instrument or agreement
defining the rights of holders of long-term debt of the
company upon request of the Securities and Exchange
Commission.
27 Financial Data Schedule
b. Reports on Form 8-K
-------------------
There were no reports on Form 8-K filed by Campbell during the
quarter for which this report is filed.
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<PAGE> 11
SIGNATURES
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.
CAMPBELL SOUP COMPANY
Date: December 11, 1995 By:/s/JOHN M. COLEMAN
--------------------------------------
John M. Coleman, Senior Vice President -
Law and Public Affairs
Date: December 11, 1995 By:/s/LEO J. GREANEY
--------------------------------------
Leo J. Greaney
Vice President - Controller
(Chief Accounting Officer)
-11-
<PAGE> 12
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Page
- -------------- ----
<S> <C> <C>
3(ii) Campbell Soup Company's By-Laws, effective 13-20
September 1, 1995
27 Financial Data Schedule 21
</TABLE>
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<PAGE> 1
EXHIBIT 3 (ii)
CAMPBELL SOUP COMPANY
----------------------
BY-LAWS
----------------------
EFFECTIVE SEPTEMBER 1, 1995
<PAGE> 2
CAMPBELL SOUP COMPANY
BY-LAWS
---------------------
ARTICLE I.
Stockholders
Section 1. The annual meeting of the stockholders of the Corporation
shall be held at the principal office of the Corporation in New Jersey, or at
such other place, within or without New Jersey, as may from time to time be
designated by the Board of Directors and stated in the notice of the meeting,
on the third Thursday in November in each year (or if said day be a legal
holiday, then on the next succeeding day, not earlier than the following
Tuesday, not a legal holiday), at such time as may be fixed by the Board of
Directors, for the purpose of electing directors of the Corporation, and for
the transaction of such other business as may properly be brought before the
meeting.
Section 2. Special meetings of the stockholders shall be held at the
principal office of the Corporation in New Jersey, or at such other place,
within or without New Jersey, as may from time to time be designated by the
Board of Directors and stated in the notice of the meeting, upon the call of
the Chairman of the Board or of the President, or upon the call of a majority
of the members of the Board of Directors, and shall be called upon the written
request of stockholders of record holding a majority of the capital stock of
the Corporation issued and outstanding and entitled to vote at such meeting.
Section 3. Notice of the time and place of every meeting of
stockholders shall be delivered personally or mailed at least ten but not more
than sixty calendar days before the meeting to each stockholder of record
entitled to vote at the meeting.
Section 4. The holders of record of a majority of the shares of the
capital stock of the Corporation issued and outstanding and entitled to vote,
present in person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders. If there be no such quorum present, the holders
of a majority of such shares so present or represented may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
such quorum shall have been obtained, when any business may be transacted which
might have been transacted at the meeting as first convened, had there been a
quorum. Once a quorum is established, the stockholders present in person or by
proxy may continue to do business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.
<PAGE> 3
Section 5. The Board of Directors shall in advance of each meeting
of stockholders appoint one or more inspectors of election, to act unless the
performance of the inspector's function shall be unanimously waived by the
stockholders present in person or represented by proxy at such meeting. Each
inspector, before entering upon the discharge of his duties, shall first take
and subscribe an oath or affirmation to execute the duties of inspector as
prescribed by law at such meeting with strict impartiality and according to the
best of his ability. The inspector or inspectors shall take charge of the
polls and shall make a certificate of the results of the vote taken. No
director or candidate for the office of director shall be appointed as such
inspector.
Section 6. All meetings of the stockholders shall be presided over
by the Chairman of the Board, or if he shall not be present, by the Vice
Chairman of the Board. If neither the Chairman of the Board nor the Vice
Chairman of the Board shall be present, such meeting shall be presided over by
the President. If none of the Chairman of the Board, the Vice Chairman of the
Board and the President shall be present, such meeting shall be presided over
by a Vice President, or if none shall be present, then by a Chairman to be
elected by the holders of a majority of the shares present or represented at
the meeting.
The Secretary of the Corporation, or if he is not present, an
Assistant Secretary of the Corporation, if present, shall act as secretary of
the meeting. If neither the Secretary nor an Assistant Secretary is present,
then the Chairman shall appoint a Secretary of the meeting.
Section 7. The Board of Directors shall fix in advance a date, not
exceeding sixty nor less than ten calendar days preceding the date of any
meeting of the stockholders or the date for the payment of any dividend, or the
date for the allotment of rights, or the date when any change or conversion or
exchange of stock shall go into effect, as a record date for the determination
of the stockholders entitled to notice of and to vote at any such meeting, or
entitled to receive payment of any such dividend, or any such allotment of
rights, or to exercise the rights in respect of any such change, conversion or
exchange of stock, and in such case only stockholders of record on the date so
fixed shall be entitled to such notice of and to vote at such meeting, or to
receive payment of such dividend, or allotment of rights, or exercise such
rights, as the case may be, notwithstanding any transfer of any stock on the
books of the Corporation after any such record date fixed as aforesaid.
ARTICLE II.
Directors
Section 1. The business and property of the Corporation shall be
managed and controlled by a board of seventeen directors. This number may be
changed from time to time by amendment of these
2
<PAGE> 4
By-Laws, but the term of office of no director shall be shortened after his or
her election by reduction in the number of directors.
Upon election each director shall be the holder of at least one
hundred shares of the Corporation's capital stock having voting power and
within one year of election shall be the holder of at least one thousand shares
of capital stock. In the event the number of shares of capital stock is
increased at any time after January 28, 1993, by a stock split, stock dividend,
or by any other extraordinary distribution of shares, the one thousand shares
ownership requirement shall be proportionately adjusted. The director, upon
ceasing to hold the required number of shares, shall cease to be a director.
The directors shall hold office until the next annual meeting of the
stockholders and until their successors are elected and shall have qualified.
Section 2. Regular meetings of the Board of Directors shall be held
at such times and at such places as may from time to time be fixed by
resolution of the Board of Directors. Special meetings of the Board of
Directors may be held at any time upon call of the Chairman of the Board or of
the Vice Chairman of the Board or of the President or of three directors.
Oral, telegraphic or written notice of the time and place of a special meeting
shall be duly served on, or given or sent or mailed to, each director not less
than two calendar days before the meeting. An organizational meeting of the
Board of Directors shall be held, of which no notice shall be necessary, as
soon as convenient after the annual meeting of the stockholders. Notice need
not be given of regular meetings of the Board of Directors held at the times
fixed by resolution of the Board of Directors. Meetings may be held at any
time without notice if all of the directors are present or if those not present
waive notice of the meeting in writing.
Section 3. Six members of the Board of Directors shall constitute a
quorum for the transaction of business. If at any meeting of the Board of
Directors there shall be less than a quorum present, a majority of the
directors present may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall have been
obtained, when any business may be transacted which might have been transacted
at the meeting as first convened, had there been a quorum.
Section 4. Any vacancy occurring among the directors may be filled
by the affirmative vote of a majority of the remaining members of the Board of
Directors at the time in office; provided that in case of an increase in the
number of directors pursuant to an amendment to these By-Laws made by the
stockholders, the stockholders may fill the vacancy or vacancies so created at
the meeting at which such amendment is effected or may authorize the Board of
Directors to fill such vacancy or vacancies.
3
<PAGE> 5
Section 5. The Board of Directors, by an affirmative vote of a
majority of the members of the Board of Directors at the time in office, may
appoint an Executive Committee to consist of such directors as the Board of
Directors may from time to time determine. The Executive Committee shall have
and may exercise, when the Board of Directors is not in session, all of the
powers vested in the Board of Directors, except as otherwise provided by law.
The Board of Directors shall have the power at any time to fill vacancies in,
to change the membership of, or to dissolve, the Executive Committee. The
Executive Committee may make rules for the conduct of its business and may
appoint such committees and assistants as it shall from time to time deem
necessary, unless the Board of Directors shall otherwise provide. A majority
of the members of the Executive Committee at the time in office shall
constitute a quorum for the transaction of business. A record shall be kept of
all proceedings of the Executive Committee which shall be submitted to the
Board of Directors at or before the next succeeding meeting of the Board of
Directors.
Section 6. The Board of Directors may appoint one or more other
committees, to consist of such number of the directors and to have such powers
as the Board of Directors may from time to time determine. The Board of
Directors shall have power at any time to fill vacancies in, to change the
membership of, or to dissolve, any such committee. A majority of any such
committee may determine its action and fix the time and place of its meetings,
unless the Board of Directors shall otherwise provide.
Section 7. In addition to reimbursement of reasonable expenses
incurred in attending meetings or otherwise in connection with his or her
attention to the affairs of the Corporation, each director as such, as Chairman
or Vice Chairman of the Board and as a member of the Executive Committee or of
any other committee of the Board of Directors, shall be entitled to receive
such remuneration as may be fixed from time to time by the Board of Directors,
in the form either of fees for attendance at meetings of the Board of Directors
and committees thereof or annual retainers, or both; but no director who
receives a salary or other remuneration as an employee of the Corporation or
any subsidiary thereof shall receive any additional remuneration as a director
or member of any committee of the Board of Directors.
ARTICLE III.
Officers
Section 1. The Board of Directors, at its organizational meeting or
as soon as may be after the election of directors held in each year, shall
elect one of its number Chairman of the Board and one of its number President,
and shall also elect a Secretary and a Treasurer, and from time to time may
elect or appoint one of its number Vice Chairman of the Board, one or more Vice
Presidents, a Controller, and such Assistant Secretaries, Assistant Treasurers
4
<PAGE> 6
and other officers, agents and employees as it may deem proper. More than one
office may be held by the same person.
Section 2. The term of office of all officers shall be until the
next organizational meeting of the Board of Directors or until their respective
successors are elected and have qualified, but any officer may be removed from
office at any time by the affirmative vote of a majority of the members of the
Board of Directors at the time in office.
Any other employee of the Corporation, whether appointed by the Board
of Directors or otherwise, may be removed at any time by the Board of Directors
or by any committee or officer or employee upon whom such power of removal may
be conferred by the By-Laws or by the Board of Directors.
The Board of Directors shall have power to fill for the unexpired
term any vacancy which shall occur in any office by reason of death,
resignation, removal or otherwise.
Section 3. The Chairman of the Board shall preside at all meetings
of the stockholders and of the Board of Directors and shall perform such other
duties as shall from time to time be prescribed by the Board of Directors.
The Vice Chairman of the Board shall in the absence of the Chairman
of the Board preside at all meetings of the stockholders and of the Board of
Directors and shall perform such other duties as shall from time to time be
prescribed by the Board of Directors or the Chairman of the Board.
The President shall be the Chief Executive Officer of the Corporation
and shall perform such duties as are usually performed by that officer; he
shall, in the absence of the Chairman and Vice Chairman of the Board, preside
at all meetings of the stockholders and of the Board of Directors; and shall
perform such other duties as shall from time to time be prescribed by the Board
of Directors.
The other officers of the Corporation shall have such powers and
shall perform such duties as generally pertain to their offices respectively,
as well as such powers and duties as shall from time to time be conferred by
the Board of Directors.
Article IV.
Indemnification of Directors and Others
Section 1. The Corporation shall indemnify to the full extent from
time to time permitted by law any present, former or future director, officer,
or employee ("Corporate Agent") made, or threatened to be made, a party to, or
a witness or other participant in, any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative, arbitrative,
legislative, investigative, or of any other kind,
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including by or in the right of the Corporation ("Proceeding"), by reason of
the fact that such person is or was a Corporate Agent of the Corporation or any
subsidiary of the Corporation or, while serving as a Corporate Agent of the
Corporation or any subsidiary of the Corporation, serves or served another
enterprise (including, without limitation, any sole proprietorship,
association, corporation, partnership, joint venture or trust), whether or not
for profit, at the request of the Corporation as a director, officer, employee
or agent thereof (including service with respect to any employee benefit plan
of the Corporation or any subsidiary of the Corporation), against expenses
(including attorneys' fees), judgments, fines, penalties, excise taxes and
amounts paid in settlement, actually and reasonably incurred by such person in
connection with such Proceeding or any appeal therein. No indemnification
pursuant to this Article IV shall be required with respect to any settlement or
other nonadjudicated disposition of any threatened or pending Proceeding unless
the Corporation has given its prior consent to such settlement or other
disposition.
Section 2. Expenses incurred in connection with a Proceeding shall
be paid by the Corporation for any Corporate Agent of the Corporation in
advance of the final disposition of such Proceeding promptly upon receipt of an
undertaking by or on behalf of such person to repay such amount unless it shall
ultimately be determined that such person is entitled to be indemnified by the
Corporation. Such an undertaking shall not, however, be required of a nonparty
witness.
Section 3. The foregoing indemnification and advancement of expenses
shall not be deemed exclusive of any other rights to which any person
indemnified may be entitled.
Section 4. The rights provided to any person by this Article IV
shall be enforceable against the Corporation by such person, who shall be
presumed to have relied upon it in serving or continuing to serve as a
Corporate Agent. No elimination of or amendment to this Article IV shall
deprive any person of rights hereunder arising out of alleged or actual
occurrences, acts or failures to act occurring prior to such elimination or
amendment. The rights provided to any person by this Article IV shall inure to
the benefit of such person's legal representative and shall be applicable to
Proceedings commenced or continuing after the adoption of this Article IV,
whether arising from acts or omissions occurring before or after such adoption.
Section 5. The Corporation's Board of Directors may from time to
time delegate
(i) to a Committee of the Board of Directors of the Corporation or to
independent legal counsel the authority to determine whether a
Director or officer of the Corporation, and
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(ii) to one or more officers of the Corporation the authority to
determine whether an employee of the Corporation or any subsidiary,
other than a Director or officer of the Corporation,
is entitled to indemnification or advancement of expenses pursuant to, and in
accordance with, applicable law and this Article IV, subject to such conditions
and limitations as the Board of Directors may prescribe.
ARTICLE V.
Fiscal Year
The fiscal year shall begin in each calendar year on the Monday following
the Sunday which is nearest to July 31, and shall end on the Sunday which is
nearest to July 31 of the following year.
ARTICLE VI.
Corporate Seal
The Board of Directors shall provide a suitable seal, bearing the name of
the Corporation, which seal shall be in the charge of the Secretary; provided
that the use of a facsimile of such seal is hereby authorized.
ARTICLE VII.
Amendment
The Board of Directors shall have the power to make, amend and repeal the
By-Laws of the Corporation by a vote of a majority of the members of the Board
of Directors at the time in office at any regular or special meeting of the
Board of Directors. The stockholders, by a majority of the votes cast at a
meeting of the stockholders, may adopt, alter, amend or repeal the By-Laws,
whether made by the Board of Directors or otherwise.
7
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