<PAGE> 1
CONFORMED
---------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
Commission File Number 0-255
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
----------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
------------------ -----------------
GRAYBAR ELECTRIC COMPANY, INC
--------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEW YORK 13 - 0794380
- ------------------------------------------------------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
34 NORTH MERAMEC AVENUE, ST. LOUIS, MO 63105
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
POST OFFICE BOX 7231, ST. LOUIS, MO 63177
- ------------------------------------------------------------------------------
(Mailing Address) (Zip Code)
Registrant's telephone number, including area code: (314) 512 - 9200
--------------------------
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
----- -----
Common Stock Outstanding at October 31, 1999: 5,661,216
------------------------
(Number of Shares)
<PAGE> 2
<TABLE>
PART I
------
CONSOLIDATED BALANCE SHEETS
---------------------------
(Dollars Stated in Thousands)
(Except for Share and Per Share Data)
<CAPTION>
SEPTEMBER 30, 1999 DECEMBER 31, 1998
------------------- -------------------
<S> <C> <C>
CURRENT ASSETS
Cash $ 66,969 $ 20,252
------------------- -------------------
Trade receivables 569,715 460,016
------------------- -------------------
Merchandise inventory 642,768 440,406
------------------- -------------------
Other current assets 3,196 3,945
------------------- -------------------
Total current assets 1,282,648 924,619
------------------- -------------------
PROPERTY
Land 21,914 21,550
------------------- -------------------
Buildings and permanent fixtures 313,051 297,780
------------------- -------------------
Capital equipment leases 28,990 26,682
------------------- -------------------
Less-Accumulated depreciation 157,877 142,934
------------------- -------------------
Net property 206,078 203,078
------------------- -------------------
DEFERRED FEDERAL INCOME TAXES 9,368 8,105
------------------- -------------------
OTHER ASSETS 29,095 32,045
------------------- -------------------
$1,527,189 $1,167,847
=================== ===================
CURRENT LIABILITIES
Notes payable to banks $ 191,094 $ 43,948
------------------- -------------------
Current portion of long-term debt 20,365 16,475
------------------- -------------------
Trade accounts payable 512,482 344,869
------------------- -------------------
Income taxes 14,339 --
------------------- -------------------
Other accrued taxes 10,409 12,439
------------------- -------------------
Accrued payroll and benefit costs 36,984 44,466
------------------- -------------------
Dividends payable -- 5,479
------------------- -------------------
Other payables and accruals 51,998 56,093
------------------- -------------------
Total current liabilities 837,671 523,769
------------------- -------------------
POSTRETIREMENT BENEFITS LIABILITY 77,933 77,708
------------------- -------------------
LONG TERM DEBT 253,494 269,570
------------------- -------------------
2
<PAGE> 3
CONSOLIDATED BALANCE SHEETS
---------------------------
(Dollars Stated in Thousands)
(Except for Share and Per Share Data)
<CAPTION>
SEPTEMBER 30, 1999 DECEMBER 31, 1998
------------------- -------------------
<S> <C> <C>
SHAREHOLDERS' EQUITY
CAPITAL STOCK
Preferred:
----------
Par value $20 per share
Authorized 300,000 shares
<CAPTION>
SHARES
------
1999 1998
---- ----
<S> <C> <C> <C> <C>
Issued to shareholders 5,386 5,386
------------- -------------
In treasury, at cost (246) --
------------- -------------
Outstanding 5,140 5,386 103 108
------------- ------------- ------------------- -------------------
Common:
-------
Stated value $20 per share
Authorized 7,500,000 shares
<CAPTION>
SHARES
------
1999 1998
---- ----
<S> <C> <C> <C> <C>
Issued to voting trustees 5,577,788 4,883,638
------------- -------------
Issued to shareholders 340,019 326,586
------------- -------------
In treasury, at cost (206,218) (25,706)
------------- -------------
Outstanding 5,711,589 5,184,518 114,232 103,690
------------- ------------- ------------------- -------------------
Advance payments on
subscriptions to common stock 59 --
------------------- -------------------
Retained earnings 244,066 193,838
------------------- -------------------
Accumulated other comprehensive income (369) (836)
------------------- -------------------
TOTAL SHAREHOLDERS' EQUITY 358,091 296,800
------------------- -------------------
$1,527,189 $1,167,847
=================== ===================
See accompanying Notes to Consolidated Financial Statements
</TABLE>
3
<PAGE> 4
<TABLE>
CONSOLIDATED STATEMENTS OF INCOME
---------------------------------
(Dollars Stated in Thousands)
(Except for Share and Per Share Data)
<CAPTION>
QUARTER ENDED
SEPTEMBER 30, 1999 SEPTEMBER 30, 1998
------------------- -------------------
<S> <C> <C>
GROSS SALES, net of returns and allowances $1,149,118 $974,664
------------------- -------------------
Less - Cash discounts 2,418 3,022
------------------- -------------------
NET SALES 1,146,700 971,642
------------------- -------------------
COST OF MERCHANDISE SOLD 932,039 795,290
------------------- -------------------
Gross margin 214,661 176,352
------------------- -------------------
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 161,892 136,219
------------------- -------------------
DEPRECIATION AND AMORTIZATION 6,550 6,452
------------------- -------------------
Income from operations 46,219 33,681
------------------- -------------------
OTHER INCOME, net 1,878 1,410
------------------- -------------------
INTEREST EXPENSE 7,301 5,997
------------------- -------------------
Income before provision for income taxes 40,796 29,094
------------------- -------------------
PROVISION FOR INCOME TAXES
Current 17,205 11,127
------------------- -------------------
Deferred (476) 971
------------------- -------------------
Total provision for income taxes 16,729 12,098
------------------- -------------------
NET INCOME 24,067 16,996
=================== ===================
NET INCOME PER SHARE OF COMMON STOCK $ 4.20 $ 3.23<F*>
=================== ===================
DIVIDENDS
Preferred - $.25 per share $ 1 $ 1
------------------- -------------------
Common - $.30 per share 1,715 1,497
------------------- -------------------
$ 1,716 $ 1,498
=================== ===================
<FN>
<F*>Restated for the declaration of a 5% stock dividend in 1998.
See accompanying Notes to Consolidated Financial Statements
</TABLE>
4
<PAGE> 5
<TABLE>
CONSOLIDATED STATEMENTS OF INCOME
---------------------------------
(Dollars Stated in Thousands)
(Except for Share and Per Share Data)
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, 1999 SEPTEMBER 30, 1998
------------------- -------------------
<S> <C> <C>
GROSS SALES, net of returns and allowances $3,179,623 $2,808,225
------------------- -------------------
Less - Cash discounts 7,666 8,581
------------------- -------------------
NET SALES 3,171,957 2,799,644
------------------- -------------------
COST OF MERCHANDISE SOLD 2,592,227 2,293,550
------------------- -------------------
Gross margin 579,730 506,094
------------------- -------------------
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 455,101 394,515
------------------- -------------------
DEPRECIATION AND AMORTIZATION 19,103 18,425
------------------- -------------------
Income from operations 105,526 93,154
------------------- -------------------
OTHER INCOME, net 8,563 4,403
------------------- -------------------
INTEREST EXPENSE 19,897 17,993
------------------- -------------------
Income before provision for income taxes 94,192 79,564
------------------- -------------------
PROVISION FOR INCOME TAXES
Current 40,036 31,405
------------------- -------------------
Deferred (1,263) 1,499
------------------- -------------------
Total provision for income taxes 38,773 32,904
------------------- -------------------
NET INCOME 55,419 46,660
=================== ===================
NET INCOME PER SHARE OF COMMON STOCK (NOTE 2) $ 9.71 $ 8.75
=================== ===================
DIVIDENDS
Preferred - $.75 per share $ 4 $ 4
------------------- -------------------
Common - $.90 per share 5,187 4,552
------------------- -------------------
$ 5,191 $ 4,556
=================== ===================
See accompanying Notes to Consolidated Financial Statements
</TABLE>
5
<PAGE> 6
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(Dollars Stated in Thousands)
(Except for Share and Per Share Data)
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
1999 1998
------------------- -------------------
<S> <C> <C>
CASH FLOWS FROM OPERATIONS
Net Income $ 55,419 $ 46,660
------------------- -------------------
Adjustments to reconcile net income
to cash used by operations:
Depreciation and amortization 19,103 18,425
------------------- -------------------
Deferred income taxes (1,263) 1,499
------------------- -------------------
Gain on sale of property (543) (554)
------------------- -------------------
Changes in assets and liabilities:
Trade receivables (109,699) (55,619)
------------------- -------------------
Merchandise inventory (202,362) (62,902)
------------------- -------------------
Other current assets 749 62
------------------- -------------------
Other assets 3,417 6,493
------------------- -------------------
Trade accounts payable 167,613 41,615
------------------- -------------------
Accrued payroll and benefit costs (7,482) (7,801)
------------------- -------------------
Other accrued liabilities 8,439 6,541
------------------- -------------------
(122,028) (52,241)
------------------- -------------------
Net cash used by operations (66,609) (5,581)
------------------- -------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of property 1,094 1,511
------------------- -------------------
Capital expenditures for property (20,347) (20,025)
------------------- -------------------
Net cash used by investing activities (19,253) (18,514)
------------------- -------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in notes payable to banks 147,146 (56,216)
------------------- -------------------
Proceeds from long-term debt -- 140,000
------------------- -------------------
Repayment of long-term debt (10,739) (12,522)
------------------- -------------------
Principal payments under capital equipment leases (3,754) (2,855)
------------------- -------------------
Sale of common stock 14,211 273
------------------- -------------------
Purchase of treasury stock (3,615) (4,291)
------------------- -------------------
Dividends paid (10,670) (9,802)
------------------- -------------------
Net cash flow provided by financing activities 132,579 54,587
------------------- -------------------
NET INCREASE IN CASH 46,717 30,492
------------------- -------------------
CASH, BEGINNING OF YEAR 20,252 18,523
------------------- -------------------
CASH, END OF THIRD QUARTER $ 66,969 $ 49,015
=================== ===================
See accompanying Notes to Consolidated Financial Statements
</TABLE>
6
<PAGE> 7
<TABLE>
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
----------------------------------------------------------
FOR THE NINE MONTHS ENDED
-------------------------
SEPTEMBER 30, 1999 AND 1998
---------------------------
(Dollars Stated in Thousands)
(Except for Share and Per Share Data)
<CAPTION>
ACCUMULATED
COMMON OTHER
STOCK COMPRE-
COMMON PREFERRED SUBSCRIBED, RETAINED HENSIVE
STOCK STOCK UNISSUED EARNINGS INCOME TOTAL
-------- --------- ----------- -------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
December 31, 1997 $103,749 $119 $37 $149,226 $253,131
--------
Net Income 46,660 46,660
Currency Translation Adjustments $(746) (746)
--------
Comprehensive Income 45,914
--------
Stock Issued 275 275
Stock Redeemed (4,280) (11) (4,291)
Advance Payments (2) (2)
Dividends Declared (4,556) (4,556)
-------- ---- --- -------- ----- --------
September 30, 1998 $ 99,744 $108 $35 $191,330 $(746) $290,471
======== ==== === ======== ===== ========
<CAPTION>
ACCUMULATED
COMMON OTHER
STOCK COMPRE-
COMMON PREFERRED SUBSCRIBED, RETAINED HENSIVE
STOCK STOCK UNISSUED EARNINGS INCOME TOTAL
-------- --------- ----------- -------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
December 31, 1998 $103,690 $108 $ 0 $193,838 $(836) $296,800
--------
Net Income 55,419 55,419
Currency Translation Adjustments 467 467
--------
Comprehensive Income 55,886
--------
Stock Issued 14,152 14,152
Stock Redeemed (3,610) (5) (3,615)
Advance Payments 59 59
Dividends Declared (5,191) (5,191)
-------- ---- --- -------- ----- --------
September 30, 1999 $114,232 $103 $59 $244,066 $(369) $358,091
======== ==== === ======== ===== ========
See accompanying Notes to Consolidated Financial Statements
</TABLE>
7
<PAGE> 8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AND OTHER INFORMATION
------------------------------------------
(Dollars Stated in Thousands)
(Except for Share and Per Share Data)
Note 1
- ------
The condensed 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 condensed or omitted
pursuant to such rules and regulations, although the Company believes that
the disclosures are adequate to make the information presented not
misleading. It is suggested that these condensed financial statements be
read in conjunction with the financial statements and the notes thereto
included in the Company's latest annual report on Form 10-K.
In the opinion of the Company, the quarterly report includes all
adjustments, consisting of normal recurring accruals, necessary for the fair
presentation of the financial statements presented. Such interim financial
information is subject to year-end adjustments and independent audit.
Results for interim periods are not necessarily indicative of results to
be expected for the full year.
Note 2
- ------
<TABLE>
<CAPTION>
NINE MONTHS 1999 NINE MONTHS 1998
---------------- ----------------
<S> <C> <C>
Earnings for Nine Months $ 55,419 $ 46,660
---------------- ----------------
Dividends on Preferred Stock 4 4
---------------- ----------------
Available for Common Stock $ 55,415 $ 46,656
---------------- ----------------
Average Common Shares Outstanding 5,706,372 5,334,197<F*>
---------------- ----------------
Earnings Per Share $ 9.71 $ 8.75<F*>
---------------- ----------------
<FN>
<F*> Restated for the declaration of a 5% stock dividend in 1998. Prior to
adjusting for the stock dividend, the average common shares outstanding
were 5,080,188.
</TABLE>
Note 3
- ------
Comprehensive income is reported in the Consolidated Statements of
Changes in Shareholders' Equity. Comprehensive income for the quarters ended
September 30, 1999 and 1998 was $24,141 and $16,770, respectively.
8
<PAGE> 9
MANAGEMENT'S DISCUSSION & ANALYSIS
OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
(Dollars Stated in Thousands)
RESULTS OF OPERATIONS
- ---------------------
Net sales in the first nine months of 1999 were 13.3% higher than in the
first nine months of 1998. The higher net sales resulted from improvements
in the market sectors of the economy in which the Company operates.
Gross margin in the first nine months of 1999 increased $73,636 (14.5%)
compared to the first nine months of 1998 primarily due to increased sales in
the electrical and communication markets.
The increase in selling, general and administrative expenses in the first
nine months of 1999 compared to the first nine months of 1998 occurred
largely because of adjustments in personnel complement and adjustments in
compensation and related expenses. In addition, continued implementation of
a companywide customer service and logistics project resulted in higher
selling, general and administrative expenses in the first nine months of 1999
compared to the first nine months of 1998 due to increases in the Company's
number of facilities and related staffing and start-up expenses. The
necessary increased expenses were anticipated by management and are expected
to provide future benefits to the Company's results of operations.
Interest expense increased in the first nine months of 1999 compared to
the first nine months of 1998 primarily due to increased levels of borrowing
incurred to finance higher aggregate levels of inventory and receivables.
Other income in the first nine months of 1999 included $2,911 of service
charges for special services provided to one customer and gains on sale of
property of $543.
The combined effect of the increases in gross margin and other income,
together with increases in selling, general and administrative expenses,
interest expense and depreciation and amortization, resulted in an increase
in pretax earnings of $14,628 in the first nine months of 1999 compared to
the same period in 1998.
9
<PAGE> 10
MANAGEMENT'S DISCUSSION & ANALYSIS
OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
(Dollars Stated in Thousands)
FINANCIAL CONDITION AND LIQUIDITY
- ---------------------------------
The financial condition of the Company continues to be strong. At
September 30, 1999, current assets exceeded current liabilities by $444,977,
up $44,127 from December 31, 1998. The current assets at September 30, 1999
were sufficient to meet the cash needs required to pay current liabilities.
The substantial increases in accounts receivable and merchandise inventory
resulted primarily from the growth in sales experienced by the Company.
While the average number of days of sales in accounts receivable has remained
relatively stable during 1998 and 1999, inventory turnover has decreased
slightly during that same period. The decrease in inventory turnover is due
largely to a companywide customer service and logistics project to redeploy
inventory into a system of national zones, regional zones and branch
locations. Although the project objective is to provide better customer
service and reduce overall costs, management expected some temporary
inventory increase, unrelated to sales volume, during the transition to the
new system. This temporary increase in inventory investment is partially
offset by a corresponding increase in trade accounts payable. The Company
does not have any other plans or commitments which would require significant
amounts of additional working capital.
At September 30, 1999, the Company had available to it unused lines of
credit amounting to $291,000. These lines are available to meet short-term
cash requirements of the Company. Bank borrowings outstanding during 1999
through September 30 ranged from a minimum of $14,000 to a maximum of
$233,000.
In July 1999 the Company entered into a $410,000 Revolving Credit Loan
Agreement with a group of banks at an interest rate based on the London
Interbank Offered Rate (LIBOR). The credit agreement has various covenants
which limit the Company's ability to make investments, incur debt, dispose of
property, and issue equity securities. The Company is also required to
maintain certain financial ratios as defined in the agreement. The Company
intends to utilize the credit agreement as a primary source of short-term
borrowings.
The Company has funded its capital requirements from operations, stock
issuances to its employees and long term debt. During the first nine months
of 1999, cash used by operations amounted to $66,609 compared to $5,581 cash
used by operations in the first nine months of 1998. Cash provided from the
sale of common stock and proceeds received on stock subscriptions amounted to
$14,211 in the first nine months of 1999. Additional cash of approximately
$146 will be provided in the remainder of 1999 as a result of payments to be
made for stock subscribed to by employees under the 1998 Common Stock
Purchase Plan.
Capital expenditures for property for the nine-month periods ended
September 30, 1999 and 1998 were $20,347 and $20,025, respectively.
Purchases of treasury stock for the nine-month periods ended September 30,
1999 and 1998 were $3,615 and $4,291, respectively. Dividends paid for the
nine-month periods ended September 30, 1999 and 1998 were $10,670 and $9,802,
respectively.
10
<PAGE> 11
IMPACT OF YEAR 2000 ISSUE
- -------------------------
In early 1996 the Company began its review and analysis of the Year 2000
Issues and the potential risks to our operations. Modifications to our
existing internal software began in 1996 and continue to be made. A
full-time senior manager of the Company was appointed in January 1998 to
oversee all of the analytical and remedial projects connected with the Year
2000. The Company has also used independent consultants to assist the
Company with its Year 2000 readiness efforts.
The Company believes that with modifications to existing internal
software and conversions to new software, the Year 2000 will not pose
significant problems for all of its systems, including its accounting,
management information, warehouse and administrative systems. However, if
such modifications and conversions are not completed in a timely manner, the
Year 2000 could have a material impact on the operations of the Company.
Communications have been initiated by the Company with over 600 suppliers
of products and large customers to determine the extent to which the
interface between their systems and the Company's systems are vulnerable to
those parties' failures to remediate their own Year 2000 issues. Most
responses relating to products indicated Year 2000 compliance for the
specific product. A significant number of the responses indicated that Year
2000 analytical studies were in process for both internal systems and some
products. The Company's total Year 2000 project schedule and cost estimates
to complete include the estimated costs and time associated with the impact
of supplier and customer Year 2000 issues based on currently available
information. However, there can be no guarantee that the systems of these
companies on which the Company's systems rely will be modified in a timely
manner so there will not be an adverse impact on the Company's business.
Contingency plans will be developed on a case-by-case basis for suppliers or
customers where a problem is identified that cannot be remedied in time.
Contingency plans may involve alternate means of communications for
electronic data interchange suppliers and customers or an alternate source of
supply in the case of a supplier or a specific product.
The Company has and will continue to utilize both internal and external
resources to reprogram, or replace, and test the software for Year 2000
modifications. Communications will continue with customers and suppliers to
identify any potential problems requiring contingency plans. Remediation and
testing of the Company's mission critical business systems has been completed,
although some additional testing will continue during the fourth quarter 1999.
The Year 2000 projects will be funded through operating cash flows and
expensed as incurred. The project costs have not had and are not expected to
have a material impact on the results of operations.
The costs of the project and the date on which the Company believes it
will complete the Year 2000 modifications are based on management's best
estimates, which were derived utilizing numerous assumptions of future
events, including the continued availability of certain resources, third
party modification plans and other factors. However, there can be no
guarantee that these estimates will be achieved and actual results could
differ materially from those anticipated. Specific factors that might cause
such material differences include, but are not limited to, the availability
and cost of personnel trained in this area, the ability to locate and correct
all relevant computer codes, and similar uncertainties.
11
<PAGE> 12
PART II: OTHER INFORMATION
----------------------------
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits furnished in accordance with provisions of Item 601
of Regulation S-K.
(3)(ii) By-laws as amended through September 9, 1999.
(27) Financial Data Schedule (submitted in EDGAR format
only).
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the quarter for
which this report is filed.
12
<PAGE> 13
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.
November 10, 1999 GRAYBAR ELECTRIC COMPANY, INC.
- ----------------------------
(Date)
/S/ C. L. HALL
---------------------------------------
C. L. HALL
PRESIDENT
/S/ J. R. SEATON
---------------------------------------
J. R. SEATON
VICE PRESIDENT
AND COMPTROLLER
13
==============================================================================
GRAYBAR ELECTRIC COMPANY, INC.
(A NEW YORK CORPORATION)
__________________
By-Laws
__________________
ADOPTED JUNE 12, 1970
[WITH AMENDMENTS THROUGH
SEPTEMBER 9, 1999]
==============================================================================
<PAGE> 2
BY-LAWS
OF
GRAYBAR ELECTRIC COMPANY, INC.
__________________
ARTICLE I
MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETINGS. The annual meeting of shareholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held at 9:30 o'clock A.M. on the
second Thursday in June in each year, or on such other date and at such other
time as the Board of Directors shall fix by resolution, commencing with the
year 1971, if not a legal holiday, and if a legal holiday, then on the next
succeeding business day at such time as shall be designated in the notice
thereof.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may
be called at any time by the President, a Vice-President or a majority of the
members of the Board of Directors, and it shall be the duty of any of the
foregoing officers and that of the Board of Directors to call forthwith such
a meeting upon demand as prescribed by law and whenever the holders of record
of one-third of the outstanding shares of the stock of the corporation
entitled to vote shall so request in writing.
SECTION 3. PLACE OF MEETINGS. Annual meetings of the shareholders
shall be held at such place, within or without the State of New York, as may
be fixed by the Board of Directors by resolution, or, if not so fixed, at the
principal office of the corporation in the County of New York. Except as
otherwise provided by statute, special meetings of the shareholders shall be
held at such place, within or without the State of New York, as shall be
specified in the respective notices or waivers of notice thereof.
SECTION 4. NOTICE OF MEETINGS. Except as otherwise provided by
statute, notice of each meeting of the shareholders, whether annual or
special, shall be in writing and signed by the President or a Vice-President
or the Secretary or an Assistant Secretary and shall state the place, date
and hour thereof. Such notice in the case of a special meeting shall also
state the purpose or purposes for which the meeting is called and shall
indicate that it is being issued by or at the direction of the person or
persons calling the meeting. A copy of the notice of every annual and
special meeting of shareholders shall be served, either personally or by
mail, upon each shareholder of record entitled to vote thereat and upon any
shareholder who, by reason of any action proposed at such meeting, would be
entitled to have his stock appraised if such
2
<PAGE> 3
action were taken, not less than ten (10) nor more than fifty (50) days
before the meeting. If mailed, such notice shall be deposited in the United
States Mail, with postage thereon prepaid, directed to the shareholder at his
address as it appears on the record of shareholders, or, if he shall have
filed with the Secretary of the corporation a written request that notices to
him be mailed to some other address, then directed to him at such other
address. If at any meeting, annual or special, action is proposed to be
taken which would, if taken, entitle shareholders fulfilling the requirements
of law to receive payment for their shares, the notice of the meeting shall
include a statement of that purpose and to that effect. Nevertheless, notice
of any meeting need not be given to any shareholder who in person or by
attorney thereunto duly authorized, shall waive notice of such meeting, in
writing or by telegraph, either before or after such meeting. The attendance
of any shareholder at a meeting, in person, or by proxy, without protesting
prior to the conclusion of the meeting the lack of notice of such meeting,
shall constitute a waiver of notice by him. Notice of any adjourned meeting
of shareholders need not be given if the time and place of such adjourned
meeting are announced at the meeting at which the adjournment is taken,
unless the Board of Directors fixes a new record date for the adjourned
meeting.
SECTION 5. QUORUM. Except as otherwise provided by law, at all
meetings of shareholders there shall be present, in person or by proxy,
shareholders of record of a majority of the shares entitled to vote at such
meetings in order to constitute a quorum, but less than a quorum shall have
the power to adjourn any meeting. If no shareholder entitled to vote is
present in person or by proxy, any officer entitled to preside or act as
secretary of such meeting may adjourn the meeting from time to time for a
period not exceeding twenty (20) days in any one case. At any such adjourned
meeting at which a quorum shall be present, any business may be transacted
which might have been transacted at the meeting as originally called if a
quorum had been there present. When a quorum is once present to organize a
meeting, it is not broken by the subsequent withdrawal of any shareholders.
SECTION 6. INSPECTORS OF VOTING. The Board of Directors, in advance of
any shareholders' meeting, may appoint one or more inspectors to act at the
meeting or any adjournment thereof. If inspectors are not so appointed, the
person presiding at a shareholders' meeting may, and on the request of any
shareholder entitled to vote thereat shall, appoint one or more inspectors.
In case any person appointed fails to appear or act, the vacancy may be
filled by appointment made by the Board of Directors in advance of the
meeting or at the meeting by the person presiding thereat. Inspectors, none
of whom shall be an officer, director or a candidate for the office of
director, shall determine the number of shares outstanding and the voting
power of each, the shares represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall determine and report to
the meeting as to the results of all voting (by ballot or otherwise) on all
matters submitted to a vote at the meeting. Each inspector, before entering
upon the discharge of his duties, shall take and sign an oath faithfully to
execute the duties of inspector at such meeting with strict impartiality and
according to the best of his ability.
3
<PAGE> 4
SECTION 7. VOTING. At each meeting of shareholders every shareholder
of record of stock entitled to vote shall be entitled to one vote for every
share of such stock outstanding in his name on the record of shareholders and
all questions, except as otherwise provided by statute, or by the Certificate
of Incorporation of this corporation, or by these By-Laws, shall be
determined by a majority of the votes so cast. Persons holding stock in a
fiduciary capacity shall be entitled to vote the shares so held. Any
shareholder entitled to vote may vote by proxy, provided that the instrument
authorizing such proxy to act shall have been executed in writing by the
shareholder or by his duly authorized attorney. No proxy shall be valid
after the expiration of eleven (11) months from the date of its execution
unless otherwise provided in the proxy. Such instrument shall be exhibited
to the Secretary and the Inspectors of Voting at the meeting and shall be
filed with the records of the corporation.
SECTION 8. LIST OF SHAREHOLDERS. A list of shareholders as of the
record date, certified by the corporate officer responsible for its
preparation or by a transfer agent, shall be produced at any meeting of
shareholders upon the request thereat or prior thereto of any shareholder.
If the right to vote at any meeting is challenged, the inspectors of voting,
or person presiding thereat, shall require such list of shareholders to be
produced as evidence of the right of the persons challenged to vote at such
meeting, and all persons who appear from such list to be shareholders
entitled to vote thereat may vote at such meeting.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. GENERAL POWER AND QUALIFICATIONS. Except as otherwise
provided by law or by the Certificate of Incorporation or any amendment
thereto, the business of the corporation shall be managed by the Board of
Directors, which may adopt such rules and regulations for that purpose and
for the conduct of its meetings as it may deem proper. The Board of
Directors may have one or more offices and keep the books, records and
minutes of the corporation, except such records as are required to be kept in
the State of New York, at such places as it may from time to time determine.
Any of such records may be in written form or in any other form capable of
being converted into written form within a reasonable time. In addition to
the powers and authority expressly conferred upon it by these by-laws, the
Board of Directors may exercise all such powers of the corporation and do all
such lawful acts and things as are allowed by the Certificate of
Incorporation or by law. Each director shall be at least twenty-one years of
age; directors may but need not be shareholders.
SECTION 2. NUMBER AND TERM OF OFFICE. The number of directors shall be
not less than seven nor more than twenty-one, and shall be determined annually
by the shareholders at the annual meeting of shareholders. The directors shall
be elected by a plurality of the votes cast at the annual meeting of
shareholders in each year to hold office until the next annual
4
<PAGE> 5
meeting and until their successors shall have been elected and qualified,
except in the event of death, resignation, removal or the earlier termination
of their respective terms of office.
SECTION 3. NOTICES, TIME AND PLACE OF MEETINGS. The annual meeting of
the Board of Directors shall be held promptly after the annual meeting of
shareholders, at the place where such annual meeting of shareholders was
held, or at such other place, within or without the State of New York, as the
Board of Directors may fix by resolution. Regular meetings of the Board of
Directors shall be held on the second Thursday of March, September and
December, or on such other date as the Board of Directors may fix by
resolution, at such time and place as shall be designated in the notice or
waiver of notice thereof. If the day hereinabove determined for any such
meeting falls on a legal holiday, such regular meeting shall be held on the
next regular business day.
Special meetings of the Board of Directors may be called by the
President or a Vice-President or by any two directors. Notices of such
meetings shall be given as hereinafter provided in this Section 3 of Article
II and shall be held at such place, within or without the State of New York,
as may be specified in the respective notices or waivers of notice thereof.
Notice of the time, place and purpose of each meeting of the Board of
Directors shall be mailed to each director, addressed to him at his residence
or usual place of business at least two (2) days before the day on which the
meeting is to be held, or shall be given to him at such place by telegraph or
telephone, or delivered personally not later than the day before the day on
which the meeting is to be held. Notice of any meeting need not be given to
any director if waived by him in writing or by telegraph either before or
after such meeting. At any meeting at which every member of the Board of
Directors shall be present, though held without notice, any business may be
transacted which might have been transacted if the meeting had been duly
called.
SECTION 4. QUORUM AND MANNER OF ACTING. One-third of the entire Board
of Directors shall constitute a quorum for the transaction of business and,
except as otherwise provided by law, by the Certificate of Incorporation or
these By-Laws, the act of a majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors. In the
absence of a quorum, a majority of the directors present at the time and
place of any meeting may adjourn the meeting from time to time until a quorum
be present, and notice of any adjourned meeting need not be given.
SECTION 5. REMOVAL OF DIRECTORS. Any director may be removed from
office, either with or without cause, at any time by vote of the holders of a
majority of the outstanding shares of stock, given at any special meeting of
the shareholders called for the purpose. Any vacancy so created may be
filled by a plurality of the votes of the shareholders given at such meeting.
In case any vacancy so created shall not be so filled by the shareholders at
such meeting, such vacancy may be filled by the directors as provided in
Section 6 of this Article II.
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<PAGE> 6
SECTION 6. VACANCIES. Vacancies in the Board of Directors resulting
from an increase in the number of directors and vacancies occurring in the
Board of Directors for any reason may be filled by vote of a majority of the
directors then in office, although less than a quorum exists, at any special
meeting called for that purpose or at any regular meeting of the Board of
Directors. A director elected to fill a vacancy shall be elected to hold
office for the unexpired term of his predecessor.
SECTION 7. EXECUTIVE COMMITTEE. The Board of Directors, by resolution
passed by a majority of the entire Board of Directors, may designate from
among its members an executive committee consisting of not less than three
directors nor more than eight directors, of whom the President shall be one,
which shall have the power to exercise, during the interval between meetings
of the Board of Directors, all the authority of the Board of Directors except
that such committee shall not have authority as to (1) the submission to
shareholders of any action that needs shareholders' authorization or approval
under law, (2) the filling of vacancies in the Board of Directors or in such
committee, (3) the fixing of compensation of the directors for serving on the
Board of Directors or on such committee, (4) the amendment or repeal of the
By-Laws, or the adoption of new by-laws or (5) the amendment or repeal of any
resolution of the Board of Directors which by its terms shall not be so
amendable or repealable or the taking of any action as may be proscribed by
such resolution of the Board of Directors. The Board of Directors may
designate one or more directors as alternate members of such committee. Such
committee and the members thereof shall serve at the pleasure of the Board of
Directors. At all meetings of the executive committee the presence of
members constituting a majority of the membership of the entire executive
committee shall be necessary and sufficient to constitute a quorum for the
transaction of business, and the act of a majority of the members present at
any meeting at which a quorum is present shall be the act of such committee.
Such committee may adopt its own rules of procedure, may meet at stated times
or on such notice as such committee may determine, and shall keep regular
minutes of its proceedings and report the same to the Board of Directors when
required.
SECTION 8. ACTION WITHOUT A MEETING. Unless otherwise provided by the
Certificate of Incorporation, any action required or permitted to be taken by
the Board of Directors or any committee thereof may be taken without a
meeting if all members of the Board of Directors or the committee consent in
writing to the adoption of a resolution authorizing the action. The
resolution and written consents thereto by the members of the Board of
Directors or committee shall be filed with the minutes of the proceedings of
the Board of Directors or the committee.
SECTION 9. TELEPHONIC MEETINGS. Any one or more members of the Board
of Directors or any committee thereof may participate in a meeting of the
Board of Directors or such committee by means of a conference telephone or
similar communications equipment by means of which all persons participating
in the meeting can hear each other at the same time, and participation by
such means shall constitute presence in person at such meeting.
6
<PAGE> 7
ARTICLE III
OFFICERS
SECTION 1. NUMBER. The officers of the corporation shall be a
President, one or more Senior Vice-Presidents, one or more Vice-Presidents, a
Secretary, a Treasurer and a Comptroller and such other officers as may be
appointed in accordance with the provisions of Section 3 of this Article III.
Any two or more offices may be held by the same person except the offices of
President and Secretary.
SECTION 2. ELECTION, TERM OF OFFICE AND QUALIFICATIONS. Each officer,
except such officers as may be appointed in accordance with the provisions of
Section 3 of this Article III, shall be elected or appointed by the Board of
Directors at its annual meeting, but in the event of the failure of the Board
of Directors so to elect any officer, such officer may be elected at any
subsequent meeting of the Board. Each officer shall hold office until the
annual meeting of the Board of Directors next after his election and until
his successor has been duly elected or appointed and qualified or until his
death or until he shall resign or shall have been removed in the manner
hereinafter provided. The President shall be and remain a director, but no
other officer need be a director.
SECTION 3. SUBORDINATE OFFICERS AND AGENTS. The Board of Directors
from time to time may appoint other officers or agents, including one or more
additional Vice-Presidents, one or more Assistant Vice-Presidents, one or
more Assistant Treasurers, one or more Assistant Secretaries, one or more
Assistant Comptrollers, one or more Cashiers and one or more Assistant
Cashiers, each of whom shall hold office for such period, have such authority
and perform such duties as the Board of Directors from time to time may
determine. The Treasurer shall have power to appoint one or more Cashiers
and one or more Assistant Cashiers, each of whom shall hold office for such
period, have such authority and perform such duties as the Treasurer from
time to time may determine subject to the provisions of these By-Laws. The
Board of Directors may delegate to any officer or agent the power to appoint
any subordinate officer or agent and to prescribe his respective authority
and duties.
SECTION 4. REMOVAL. The officers specifically designated in Section 1
of this Article III may be removed, either with or without cause, by the vote
of a majority of the entire Board of Directors at a special meeting of the
Board of Directors called for the purpose. The officers appointed in
accordance with the provisions of Section 3 of this Article III may be
removed, either with or without cause, by the Board of Directors, by a
majority vote of the directors present at any meeting, or by any officer or
agent upon whom such power of removal may be conferred by the Board of
Directors.
7
<PAGE> 8
SECTION 5. VACANCIES. A vacancy in any office because of death,
resignation, removal or disqualification, or any other cause, may be filled
for the unexpired portion of the term in the manner prescribed by these
By-Laws for regular appointments or elections to such offices.
SECTION 6. PRESIDENT. The President shall be the chief executive
officer of the corporation and, subject to the instructions of the Board of
Directors, shall have general charge of the business, affairs and property of
the corporation and control over its other officers, agents and employees.
He shall preside at all meetings of the shareholders and of the Board of
Directors at which he may be present. The President shall do and perform
such other duties as from time to time may be assigned to him by the Board of
Directors.
SECTION 7. SENIOR VICE-PRESIDENTS AND VICE-PRESIDENTS. The Senior
Vice-Presidents and Vice-Presidents shall perform such duties, including
those of the President, as may be assigned them by the President or Board of
Directors from time to time, and, during absence or disability of the
President, his full powers shall devolve upon such Senior Vice-President or
Vice-President as the President may designate (or in the absence of such
designation, as the Board of Directors may designate).
SECTION 8. SECRETARY. The Secretary shall keep the minutes of the
meetings of shareholders and the Board of Directors and shall see that all
notices are duly given in accordance with the provisions of these By-Laws or
as required by law. He shall be custodian of the records, books, reports,
statements, certificates and other documents of the corporation and of the
seal of the corporation, and see that the seal is affixed to all stock
certificates prior to their issuance and to all documents requiring such
seal. In general, he shall perform all duties and possess all authority
incident to the office of Secretary, and he shall perform such other duties
and have such other authority as from time to time may be assigned to him by
the Board of Directors.
SECTION 9. ASSISTANT SECRETARY. The Assistant Secretary, or if there
be more than one, the Assistant Secretaries, shall, in the absence of the
Secretary, perform all the duties of that officer and at all times shall
perform such duties as may be assigned to him or to them by the President or
Secretary.
SECTION 10. TREASURER. The Treasurer shall have supervision over the
funds, securities, receipts and disbursements of the corporation. He shall
in general perform all duties and have authority incident to the office of
Treasurer and shall perform such other duties and have such other authority
as from time to time may be assigned or granted to him by the Board of
Directors. He may be required to give a bond for the faithful performance of
his duties in such form and amount as the Board of Directors may determine.
SECTION 11. ASSISTANT TREASURER. The Assistant Treasurer, or if there
be more than one, the Assistant Treasurers, shall, in the absence of the
Treasurer, perform all the duties of that officer and at all times shall
perform such duties as may be assigned to him or to them by the President or
Treasurer. Each Assistant Treasurer may be required to give a bond for the
8
<PAGE> 9
faithful performance of his duties in such form and amount as the Board of
Directors may determine.
SECTION 12. COMPTROLLER. The Comptroller shall have custody and charge
of all books of account, except those required by the Secretary or the
Treasurer in keeping record of the work of their offices, and shall have
supervision over such subsidiary accounting records as may be kept in
departmental offices. He shall have access to all books of account,
including the Treasurer's records and the stock books, for purposes of audit
and for obtaining information necessary to verify or complete the records of
his office. The Comptroller or his duly authorized representative shall
certify to the authorizations and approvals pertaining to all vouchers, and,
unless the office of Comptroller shall be vacant, no payments shall be made
by the Treasurer except on vouchers bearing the written approval of the
Comptroller or other accounting officer designated by him with the approval
of the President or a Vice-President. The Comptroller shall perform such
other duties as may be required by the Board of Directors or the President.
SECTION 13. ASSISTANT COMPTROLLER. The Assistant Comptroller, or if
there be more than one, the Assistant Comptrollers, shall, in the absence of
the Comptroller, perform all the duties of that officer and at all times
shall perform such duties as may be assigned to him or to them by the
President or Comptroller.
ARTICLE IV
CONTRACTS, LOANS, DEPOSITS, CHECKS, DRAFTS, ETC.
SECTION 1. CONTRACTS. Except as otherwise provided in these By-Laws,
the Board of Directors may authorize any officer or officers, agent or agents
to enter into any contract or to execute or deliver any instrument on behalf
of the corporation, and such authority may be general or confined to specific
instances.
SECTION 2. LOANS. No loans shall be contracted on behalf of the
corporation and no negotiable papers shall be issued in its name, unless and
except as authorized by the Board of Directors. Any officer or agent of the
corporation thereunto so authorized may effect loans or advances for the
corporation and for such loans and advances may make, execute and deliver
promissory notes, bonds or other evidences of indebtedness of the
corporation. When authorized as aforesaid, such officer may pledge,
hypothecate or transfer as security for the payment of any and all loans,
advances, indebtedness and liabilities of the corporation any and all stocks,
bonds, other securities and other personal property at any time held by the
corporation, and to that end may endorse, assign and deliver the same, and do
every act and thing necessary or proper in connection therewith. Such
authority may be general or confined to specific instances.
9
<PAGE> 10
SECTION 3. DEPOSITS. All funds of the corporation shall be deposited
from time to time to the credit of the corporation in such banks or trust
companies or with such bankers or other depositaries as the Board of
Directors may select, or as may be selected by any officer or officers, agent
or agents of the corporation to whom such power may from time to time be
delegated by the Board of Directors.
SECTION 4. CHECKS. Checks drawn on the funds of the corporation shall
be paid out only when signed by one of the following: viz:-Treasurer,
Assistant Treasurer, Cashier, or Assistant Cashier.
The Treasurer, Assistant Treasurer, Cashier or Assistant Cashier shall
have power to endorse checks, drafts, warrants and notes for deposit to the
credit of the corporation and to give receipts on behalf of the corporation.
All notes or other evidences of indebtedness shall be signed by the
President or a Vice-President, and by any one of the following: Secretary,
Assistant Secretary, Treasurer or Assistant Treasurer, or in such other
manner as the Board of Directors from time to time may determine.
SECTION 5. PROXIES. Any shares of stock in any other corporation which
may from time to time be held by this corporation may be represented and voted
at any meeting of shareholders of such corporation by any person or persons
thereunto authorized by the Board of Directors or, if no one be so authorized,
by the President or a Vice-President or by any proxy appointed in writing by
the President or any Vice-President.
ARTICLE V
SHARES OF STOCK AND THEIR TRANSFER
SECTION 1. CERTIFICATE OF STOCK. Certificates for shares of stock of
the corporation shall be in such form as shall be approved by the Board of
Directors. They shall be signed by the President or a Vice-President and by
the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer and sealed with the seal of the corporation. Such seal may be
facsimile, engraved or printed. If any such certificate is signed by a
transfer agent or a transfer clerk and by a registrar, the signature of any
such President, Vice-President, Secretary, Assistant Secretary, Treasurer or
Assistant Treasurer and the seal of the corporation upon certificate may be
facsimile, engraved or printed.
SECTION 2. TRANSFERS OF STOCK. A stock record shall be kept containing
the names, alphabetically arranged, of all persons who are shareholders of the
corporation, showing their places of residence, the number of shares of stock
held by them, respectively, the time when they respectively became the owners
thereof and the amount paid thereon. Subject to the
10
<PAGE> 11
provisions of the Certificate of Incorporation, transfers of the shares of
stock of the corporation shall be made on the books of the corporation by the
holder thereof or by his attorney thereunto duly authorized by a power of
attorney duly executed and filed with the Secretary, or with the transfer
agent, if any, for such stock, and on surrender of the certificate or
certificates for such shares properly endorsed. The corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder and owner thereof and shall not be bound to recognize any legal,
equitable or other claim to or interest in such share or shares on the part
of any other person, whether or not it shall have express or other notice
thereof, except as otherwise expressly provided by the laws of the State of
New York.
SECTION 3. LOST OR DESTROYED CERTIFICATES. The holder of any stock of
the corporation shall immediately notify the corporation of any loss,
destruction, theft or mutilation of the certificate thereof and the
corporation with the approval of the Board of Directors may issue a new
certificate of stock in the place of such certificate theretofore issued by
it alleged to have been lost, destroyed, stolen or mutilated. The Board of
Directors in its discretion may require the owner of the certificate alleged
to have been lost, destroyed, stolen or mutilated, or his legal
representatives, to give the corporation and its transfer agent and its
registrar of transfers if any, before the issuance of such new certificate, a
bond of indemnity in such sum and in such form and with such surety or
sureties as the Board of Directors may direct.
SECTION 4. REGULATIONS. The Board of Directors may make such rules and
regulations as it may deem expedient concerning the issuance and transfer of
certificates for shares of stock of the corporation and may appoint transfer
agents or registrars, or both, and may require all certificates of stock to
bear the signature of either or both.
SECTION 5. FIXING OF RECORD DATE. The Board of Directors may at any
time fix a record date not more than fifty (50) nor less than ten (10) days
prior to (a) the date of any meeting of shareholders or (b) the last day on
which shareholders are entitled to express consent to or dissent from any
proposal without a meeting, as the date as of which shareholders entitled to
notice of or to vote at such a meeting, or whose consent or dissent is
required or may be expressed, for any purpose, as the case may be, shall be
determined, and, except as otherwise provided by law, all persons who were
the holders of record of voting shares at such date and no others shall be
entitled to notice of and to vote at such meeting or to express their consent
or dissent, as the case may be. The Board of Directors may at any time fix a
record date not exceeding fifty (50) days prior to the date fixed for the
payment of any dividend or the making of any distribution or for the delivery
or allotment of evidences of rights or evidences of interest arising out of
any change, conversion, or exchange of capital shares, as the date for the
determination of the shareholders entitled to receive any such dividend,
distribution, rights or interest, and in any such case only shareholders of
record at the date so fixed shall be entitled to receive such dividend,
distribution, rights or interest.
11
<PAGE> 12
ARTICLE VI
MISCELLANEOUS
SECTION 1. CORPORATE SEAL. The corporate seal shall be in such form as
shall be approved from time to time by the Board of Directors.
SECTION 2. FISCAL YEAR. The fiscal year of the corporation shall end
on the 31st day of December in each year.
ARTICLE VII
AMENDMENTS
SECTION 1. BY THE SHAREHOLDERS. These By-Laws may be amended, added
to, altered or repealed, or new by-laws may be adopted, at any meeting of
shareholders of the corporation by the affirmative vote of the holders of a
majority of the shares entitled to vote in the election of directors present
and voting at such meeting, provided, in the case of a special meeting,
notice that an amendment is to be considered and acted upon is inserted in
the notice or waiver of notice of said meeting.
SECTION 2. BY THE DIRECTORS. Except as otherwise provided by law or
these By-Laws, these By-Laws may be amended, added to, altered or repealed,
or new by-laws may be adopted, at any meeting of the Board of Directors at
which a quorum is present, by the affirmative vote of a majority of the
directors then in office, but any by-law adopted by the Board of Directors
may be amended or repealed by the shareholders entitled to vote thereon. If
any by-law regulating an impending election of directors is adopted, amended
or repealed by the Board of Directors, there shall be set forth in the notice
of the next meeting of shareholders for the election of directors the by-law
so adopted, amended or repealed, together with a concise statement of the
changes made.
ARTICLE VIII
INDEMNIFICATION
To the full extent authorized by law, the corporation shall and hereby
does indemnify any person who shall at any time be made, or threatened to be
made, a party in any civil or criminal action or proceeding by reason of the
fact that he, his testator or his intestate is or was a director or officer
of the corporation or served another corporation in any capacity at the
request of the corporation.
12
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