<PAGE> 1
================================================================================
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
January 28, 1996 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 249,413,136 SHARES OF CAPITAL STOCK OUTSTANDING AS OF
MARCH 1, 1996.
THIS FORM 10-Q CONSISTS OF A TOTAL OF 22 PAGES, INCLUDING EXHIBITS.
AN INDEX TO EXHIBITS IS ON PAGE 13.
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-1-
<PAGE> 2
PART I. FINANCIAL INFORMATION
CAMPBELL SOUP COMPANY CONSOLIDATED
STATEMENTS OF EARNINGS
(unaudited)
(million dollars except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
----------------------- -------------------------
JANUARY January* JANUARY January*
28, 1996 29, 1995 28, 1996 29, 1995
-------- -------- -------- ---------
<S> <C> <C> <C> <C>
Net sales $2,217 $2,031 $4,207 $3,887
-----------------------------------------------------------------------------------------------------------------------------
Costs and expenses
Cost of products sold 1,247 1,174 2,390 2,259
Marketing and selling expenses 438 381 797 713
Administrative expenses 76 81 157 160
Research and development expenses 21 23 41 42
Other expense 20 10 45 27
-----------------------------------------------------------------------------------------------------------------------------
Total costs and expenses 1,802 1,669 3,430 3,201
-----------------------------------------------------------------------------------------------------------------------------
Earnings before interest and taxes 415 362 777 686
Interest, net 31 14 66 40
-----------------------------------------------------------------------------------------------------------------------------
Earnings before taxes 384 348 711 646
Taxes on earnings 126 117 235 218
-----------------------------------------------------------------------------------------------------------------------------
Net earnings $ 258 $ 231 $ 476 $ 428
=============================================================================================================================
Per share
Net earnings $ 1.03 $ .93 $ 1.91 $ 1.72
=============================================================================================================================
Dividends $ .35 $ .31 $ .66 $ .59
=============================================================================================================================
Weighted average shares outstanding 249 249 249 249
=============================================================================================================================
</TABLE>
See Notes To Financial Statements
*Reclassified to conform to this year's presentation
-2-
<PAGE> 3
CAMPBELL SOUP COMPANY CONSOLIDATED
BALANCE SHEETS
(unaudited)
(million dollars)
<TABLE>
<CAPTION>
JANUARY July
28, 1996 30, 1995
-------- --------
<S> <C> <C>
Current assets
Cash and cash equivalents $ 56 $ 53
Accounts receivable 806 631
Inventories 743 755
Prepaid expenses 147 142
-----------------------------------------------------------------------------------------------
Total current assets 1,752 1,581
-----------------------------------------------------------------------------------------------
Plant assets, net of depreciation 2,577 2,584
Intangible assets, net of amortization 1,798 1,715
Other assets 449 435
-----------------------------------------------------------------------------------------------
Total assets $ 6,576 $ 6,315
===============================================================================================
Current liabilities
Notes payable $ 575 $ 865
Payable to suppliers and others 497 556
Accrued liabilities 612 545
Dividend payable 87 78
Accrued income taxes 170 120
-----------------------------------------------------------------------------------------------
Total current liabilities 1,941 2,164
-----------------------------------------------------------------------------------------------
Long-term debt 1,050 857
Nonpension postretirement benefits 454 434
Other liabilities, including deferred
income taxes of $239 and $235 398 392
-----------------------------------------------------------------------------------------------
Total liabilities 3,843 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 197 165
Earnings retained in the business 3,068 2,755
Capital stock in treasury, at cost (577) (550)
Cumulative translation adjustments 25 78
-----------------------------------------------------------------------------------------------
Total shareowners' equity 2,733 2,468
-----------------------------------------------------------------------------------------------
Total liabilities and shareowners' equity $ 6,576 $ 6,315
===============================================================================================
</TABLE>
See Notes to Financial Statements
-3-
<PAGE> 4
CAMPBELL SOUP COMPANY CONSOLIDATED
STATEMENTS OF CASH FLOWS
(unaudited)
(million dollars)
<TABLE>
<CAPTION>
Six Months Ended
------------------------------------
JANUARY January
28, 1996 29, 1995
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $476 $428
Non-cash charges to net earnings
Depreciation and amortization 159 143
Deferred taxes 4 4
Other, net 49 41
Changes in working capital
Accounts receivable (195) (194)
Inventories (8) 58
Other current assets and liabilities 41 (5)
------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 526 475
------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Purchases of plant assets (165) (137)
Sales of plant assets 7 16
Businesses acquired (142) (194)
Sales of businesses 45 5
Net change in other assets and liabilities (5) 5
------------------------------------------------------------------------------------------------------
Net cash used in investing activities (260) (305)
------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Long-term borrowings 221 3
Repayments of long-term borrowings (27) (17)
Short-term borrowings 58 (70)
Repayments of short-term borrowings (347) 63
Dividends paid (155) (140)
Treasury stock purchased (40) -
Treasury stock issued 34 15
------------------------------------------------------------------------------------------------------
Net cash used in financing activities (256) (146)
------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash (7) (6)
------------------------------------------------------------------------------------------------------
Net change in cash and cash equivalents 3 18
Cash and cash equivalents - beginning of period 53 96
------------------------------------------------------------------------------------------------------
Cash and cash equivalents - end of period $ 56 $114
======================================================================================================
</TABLE>
See Notes to Financial Statements
-4-
<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 $1,989
Net earnings 428 428
Cash dividends ($.59 per share) (147) (147)
Treasury stock purchased (1) (1)
Treasury stock issued under Management
incentive and Stock option plans 6 16 22
Translation adjustments 25 25
---------------------------------------------------------------------------------------------------------------------------------
Balance at January 29, 1995 $ - $20 $161 $2,640 $(544) $39 $2,316
=================================================================================================================================
BALANCE AT JULY 30, 1995 $ - $20 $165 $2,755 $(550) $78 $2,468
NET EARNINGS 476 476
CASH DIVIDENDS ($.66 PER SHARE) (163) (163)
TREASURY STOCK PURCHASED (38) (38)
TREASURY STOCK ISSUED UNDER MANAGEMENT
INCENTIVE AND STOCK OPTION PLANS 32 11 43
TRANSLATION ADJUSTMENTS (53) (53)
---------------------------------------------------------------------------------------------------------------------------------
BALANCE AT JANUARY 28, 1996 $ - $20 $197 $3,068 $(577) $25 $2,733
=================================================================================================================================
</TABLE>
Changes in Number of Shares (unaudited)
(thousands of shares)
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
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 596 (596)
---------------------------------------------------------------------------------------------------------------------------------
Balance at January 29, 1995 271,245 248,903 22,342
=================================================================================================================================
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 1,281 (1,281)
---------------------------------------------------------------------------------------------------------------------------------
BALANCE AT JANUARY 28, 1996 271,245 249,679 21,566
=================================================================================================================================
</TABLE>
See Notes to Financial Statements
-5-
<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 areof a normal
recurring nature.
(b) Net earnings per share are based on the weighted averageshares
outstanding during the applicable periods. The potential dilution from
the exercise of stock options is not material.
(c) Inventories
<TABLE>
<CAPTION>
JANUARY July
28, 1996 30, 1995
-------- --------
<S> <C> <C>
Raw materials, containers and supplies $321 $317
Finished products 493 505
-------------------------------------------------------------------------------------------
814 822
Less - Adjustment of certain inventories
to LIFO basis 71 67
-------------------------------------------------------------------------------------------
$743 $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 second quarter of 1996, one business was sold.
Based on current estimates, existing reserves are adequate to cover
expected losses on the remaining businesses to be sold and finalizing
other activities. The company plans to complete the program in 1996.
A summary of the original reserves and activity through January 28,
1996 follows:
<TABLE>
<CAPTION>
Original Balance BALANCE
Reserves Activity 7/30/95 Activity 1/28/96
--------- -------- ------- -------- --------
<S> <C> <C> <C> <C> <C>
Loss on disposal of assets $275 $(197) $78 $(1) $77
Severance and other 78 (60) 18 (3) 15
------------------------------------------------------------------------------------------------
Total $353 $(257) $96 $(4) $92
================================================================================================
Current $153 $96 $92
Non-current 200 - -
------------------------------------------------------------------------------------------------
Total $353 $96 $92
================================================================================================
</TABLE>
-6-
<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 second quarter and first
six months ended January 28, 1996. Net sales for the quarter were $2.22
billion, up 9% from the comparable period last year. Earnings per share
increased 11% to a quarterly record of $1.03, up from 93 cents in the second
quarter last year. Net earnings rose 12% to $258 million from $231 million a
year ago.
Sales for the six months increased 8% to $4.21 billion, versus$3.89 billion for
the comparable period last year. Earnings per share for the six months
increased 11% to $1.91, and net earnings increased 11% to $476 million.
RESULTS BY DIVISION
SECOND QUARTER
U.S.A. - U.S. sales for the quarter were $1.36 billion, up 11%over $1.22
billion last year. Operating earnings climbed 18% to$320 million.
Soup volume increased 4.5% led by Red & White chicken noodle and"Home Cookin'"
ready-to-serve.
Strong volume performances were also achieved by "Prego" and "Barilla" brand
spaghetti sauces, "Swanson Hungry-Man" dinners,"Swanson" pot pies and
"Franco-American" canned pastas. Food Service also achieved substantial volume
gains led by frozen soups and chicken pot pies for the away-from-home market.
BAKERY & CONFECTIONERY - Bakery & Confectionery sales increased 6% to $466
million from $438 million in the second quarter last year. Operating earnings
increased 7% to $67 million from $63 million a year ago.
New "Pepperidge Farm" fat-free cookies and brownies gained wide consumer
acceptance. "Goldfish" crackers and frozen garlic breads continued to achieve
strong double-digit growth.
Continental Sweets experienced an earnings decline mostly attributable to
economic difficulties in Europe. Arnotts' earnings were flat due to volume
declines. Godiva Chocolatier had record holiday season results.
This division consists of Pepperidge Farm in the U.S., Arnotts 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
$412 million in the second quarter, a 7% increase over last year's $386 million.
Operating earnings rose 6% to $42 million, despite heavy marketing expenditures
to expand geographies and distribution.
Soup volume outside the United States grew 14% during the quarter, with strong
gains from the United Kingdom, Hong Kong, Canada and Japan and from the recent
introduction of "Red & White" labeled soup into Belgium. Sales also benefited
from the acquisitions of "Homepride" cooking sauces in the United Kingdom in
August, and the Cheong Chan soup and sauce business in Southeast Asia in
December. Earnings in Mexico improved from the last quarter, but were down $1.5
million versus last year due to the economic difficulties there.
International Grocery consists of soup, grocery and frozen businesses in
Argentina, Asia, Canada, Europe and Mexico.
SIX MONTHS
U.S.A. - U.S. sales for the six months were $2.56 billion versus $2.35 billion
last year. Operating earnings increased 14% to $608 million.
Soup volume increased 3.2% led by Red & White chicken noodle,"Home Cookin'"
ready-to-serve and Chunky soup.
Other strong sales gains came from "Prego" and "Barilla" spaghetti sauces,
"Franco-American" canned pastas and Food Service chicken pot pies for the
away-from-home market. Frozen foods volume declined, reflecting marketplace
conditions.
BAKERY & CONFECTIONERY - Bakery & Confectionery sales grew 6% to $901 million
from $848 million in the first six months. Operating earnings increased 10% to
$120 million.
Volume gains were led by new "Pepperidge Farm" fat-free cookies and brownies,
"Goldfish" crackers and garlic breads.
Arnotts' earnings were flat due to volume declines. Lamy Lutti, a
confectionery business in Europe, experienced an earnings decline due to
economic difficulties in France. Godiva Chocolatier had record holiday season
results.
INTERNATIONAL GROCERY - International Grocery reported sales of $794 million in
the first six months, a 9% increase over last year. Operating earnings rose 9%
to $79 million.
Soup volume outside the U.S. was up 9% in the first half of the fiscal year
with strong gains from the United Kingdom and Asia. Sales also benefited from
the acquisition of "Homepride" cooking sauces in the United Kingdom.
-8-
<PAGE> 9
STATEMENTS OF EARNINGS
Net sales increased 9% for the second quarter and 8% for the six months,
compared to the same periods last year. These gains were driven principally by
acquisitions and worldwide soup volume gains of 7% in the second quarter and 5%
in the first half. Volume gains were particularly strong in Asia, U.K. and
Japan with double-digit increases.
Gross margins improved 1.6 percentage points to 43.8% in the second quarter and
1.3 percentage points to 43.2% for the six-month period. Gross margin
improvements resulted primarily from higher selling prices and manufacturing
efficiencies.
Marketing and selling expenses increased 15.0% for the second quarter and 12%
for the six-month period, over the same periods a year ago. Acquisitions and
increased advertising spending, especially for soups, "Franco-American" pasta
and Pepperidge Farm "Goldfish" crackers, were the principal reason for the
increases.
Administrative expenses as a percent of sales decreased .6 percentage points to
3.4% in the second quarter and .4 percentage points to 3.7% for the first six
months, reflecting administrative efficiencies. Other expense is up in both
the quarter and six-month periods due to amortization of intangibles
associated with the recent acquisitions. The increase in interest expense is
due to financing costs associated with acquisitions.
The effective tax rate for the first six months was 33.0% compared to 33.7% for
last year. The company expects its effective tax rate for the full fiscal year
1996 to remain approximately at this level due to tax planning strategies,
including utilization of tax loss carryforwards.
LIQUIDITY AND CAPITAL RESOURCES
Strong net earnings improvement drove cash from operations to $526 million in
the first six months of 1996, up $51 million from 1995.
Capital expenditures were $165 million in 1996, an increase of $28 million from
the prior year, due primarily to construction of a new Arnotts' manufacturing
facility in Huntingwood, New South Wales, Australia. Capital expenditures are
projected to be between $400 and $450 million in 1996.
During the year, the company acquired the "Homepride" sauce business, United
Kingdom's leading cooking sauce brand, and the Cheong Chan soup and sauce
business in Asia. The company also completed the purchase of a 50% interest in
the Indonesian biscuit and snack manufacturer, PT Helios Arnott's Indonesia,
and increased its Arnotts share ownership to 67%. The company divested
Campbell's Groko B.V., a Dutch frozen vegetable processor.
Long-term debt increased by $194 million in 1996. During the quarter, the
company issued $200 million, 5.5% fixed-rate three-year notes due January 1999.
The proceeds were used to repay short-term debt which decreased $289 million
this year.
The company repurchased 833,000 shares of common stock for the treasury at a
cost of $38 million, compared to minimal repurchases in 1995.
-9-
<PAGE> 10
PART II
ITEM 1. LEGAL PROCEEDINGS
There have been no material developments in the legal proceedings as reported
in Campbell's Form 10-Q for the quarter ended October 29, 1995.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
a. Campbell's Annual Meeting of Shareowners was held on November 16,
1995.
c. The matters voted upon and the results of the vote are as follows:
Election of Directors
<TABLE>
<CAPTION>
=========================================================================
Number of Shares
------------------------------
Name For Withheld
-------------------------------------------------------------------------
<S> <C> <C>
Alva A. App 197,982,644 26,457,840
Edmund M. Carpenter 197,994,514 26,445,970
Bennett Dorrance 197,997,179 26,443,305
Thomas W. Field, Jr. 197,991,934 26,448,550
David W. Johnson 197,967,598 26,472,886
David K. P. Li 197,982,512 26,457,972
Philip E. Lippincott 197,963,239 26,477,245
Mary Alice Malone 197,964,185 26,476,299
Charles H. Mott 197,996,448 26,444,036
Ralph A. Pfeiffer, Jr. 197,967,966 26,472,518
George M. Sherman 197,940,836 26,499,648
Donald M. Stewart 197,984,004 26,456,480
George Strawbridge, Jr. 197,961,924 26,478,560
Robert J. Vlasic 192,218,622 32,221,862
Charlotte C. Weber 197,961,034 26,479,450
=========================================================================
</TABLE>
-10-
<PAGE> 11
<TABLE>
<CAPTION>
=========================================================================================================================
Broker
For Against Abstentions Non-Votes
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Approval of Amendment of Campbell
Soup Company 1994 Long-Term Incentive
Plan Regarding Director Compensation 168,613,338 55,166,811 660,335 -0-
Ratification of Appointment of Auditors 223,911,159 257,997 271,328 -0-
Shareowner Proposal Regarding Term
Limits for Directors 2,862,722 212,246,954 1,228,116 8,102,692
=========================================================================================================================
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
No.
3(ii) Campbell Soup Company's By-Laws, effective November 16, 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.
-11-
<PAGE> 12
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: March 8, 1996 By: /s/JOHN M. COLEMAN
-----------------------------------
John M. Coleman, Senior Vice President
Law and Public Affairs
Date: March 8, 1996 By: /s/LEO J. GREANEY
-----------------------------------
Leo J. Greaney
Vice President - Controller
(Chief Accounting Officer)
-12-
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Page
- -------------- ----
<S> <C> <C>
3(ii) Campbell Soup Company's By-Laws, effective November 16, 1995 14-21
27 Financial Data Schedule 22
</TABLE>
-13-
<PAGE> 1
CAMPBELL SOUP COMPANY
-----------------------
BY-LAWS
-----------------------
EFFECTIVE NOVEMBER 16, 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 fifteen 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,
5
<PAGE> 7
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
6
<PAGE> 8
(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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