<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For Quarter Ended April 1, 2000
--------------------------------------------------------------
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
-------------------------------------------------
Commission file number 1-5325
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Huffy Corporation
-----------------
(Exact name of registrant as specified in its charter)
Ohio 31-0326270
- ------------------------------- -----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
225 Byers Road, Miamisburg, Ohio 45342
---------------------------------------
(Address of principal executive offices) (Zip Code)
(937) 866-6251
--------------
(Registrant's telephone number, including area code)
No Change
---------
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes X No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Outstanding Shares: 10,164,583 as of May 10, 2000
--------------------------- ------------------------
Page 1 of 11
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED). COMPANY FOR WHICH REPORT IS FILED:
HUFFY CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
(Dollar Amounts in Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
Three Months Ended
April 1,
--------------------------------------
2000 1999
---------------- ----------------
<S> <C> <C>
Net sales $142,206 $149,333
Cost of sales 118,962 127,347
---------------- ----------------
Gross profit 23,244 21,986
Selling, general and administrative expenses 19,007 19,047
Plant closure and manufacturing
reconfiguration 1,718 2,087
---------------- ----------------
Operating income 2,519 852
Other expense (income)
Interest expense, net 3,147 1,615
Other (157) 135
---------------- ----------------
Loss before income taxes (471) (898)
Income tax benefit (179) (333)
---------------- ----------------
Loss from continuing operations (292) (565)
---------------- ----------------
Discontinued operations:
Loss from discontinued operations, net of income
tax benefit of $208 -- (312)
Gain on disposal of discontinued
operations, net of income tax expense
of $2,338 -- 3,028
Extraordinary loss from early extinguishment
of debt, net of income tax benefit of $519 (848)
---------------- ----------------
Net earnings (loss) $(1,140) $ 2,151
================ ================
Earnings (loss) per common share:
Basic:
Weighted average number of
common shares 10,164,583 11,759,942
================ ================
Loss from continuing operations $(0.03) $(0.05)
Earnings from discontinued operations -- 0.23
Extraordinary loss from early
extinguishment of debt (0.08) --
---------------- ----------------
Net earnings (loss) per common share $(0.11) $ 0.18
================ ================
Diluted:
Weighted average number of
common shares 10,164,583 11,898,056
================ ================
Loss from continuing operations $(0.03) $(0.05)
Earnings from discontinued operations -- 0.23
Extraordinary loss from early
extinguishment of debt (0.08) --
---------------- ----------------
Net earnings (loss) per common share $(0.11) $ 0.18
================ ================
</TABLE>
Page 2 of 11
<PAGE> 3
HUFFY CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollar Amounts In Thousands)
<TABLE>
<CAPTION>
April 1, December 31,
2000 1999
-------------------- ---------------------
<S> <C> <C>
ASSETS
- ------
Current assets:
Cash and cash equivalents $ -- $ 20,190
Accounts and notes receivable, net 98,446 65,862
Inventories 26,808 23,354
Prepaid expenses and federal income taxes 34,863 34,426
-------------------- ---------------------
Total current assets 160,117 143,832
-------------------- ---------------------
Property, plant and equipment, at cost 98,735 97,855
Less: accumulated depreciation and amortization 68,796 67,460
-------------------- ---------------------
Net property, plant and equipment 29,939 30,395
Excess of cost over net assets acquired, net 30,869 31,347
Deferred federal income taxes 19,948 18,207
-------------------- ---------------------
$240,873 $223,781
==================== =====================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable $ 44,413 $ 21,902
Current installments of long-term obligations 276 9,141
Accounts payable 35,659 34,397
Accrued expenses and other current liabilities 47,459 46,260
-------------------- ---------------------
Total current liabilities 127,807 111,700
-------------------- ---------------------
Long-term obligations, less current installments 54,144 52,028
Other long-term liabilities 22,419 22,571
-------------------- ---------------------
Total liabilities 204,370 186,299
-------------------- ---------------------
Shareholders' equity:
Common stock 16,667 16,667
Additional paid-in capital 66,243 66,242
Retained earnings 47,591 48,571
Accumulative comprehensive income (2,854) (2,854)
Less: cost of treasury shares 91,144 91,144
-------------------- ---------------------
Total shareholders' equity 36,503 37,482
-------------------- ---------------------
$240,873 $223,781
==================== =====================
</TABLE>
Page 3 of 11
<PAGE> 4
HUFFY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar Amounts in Thousands)
<TABLE>
<CAPTION>
Three Months Ended
April 1,
-----------------------------------------------
2000 1999
---------------------- --------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss from continuing operations $ (292) $ (565)
Adjustments to reconcile net earnings to net cash used in operating activities:
Depreciation and amortization 2,308 3,527
Loss on sale of property, plant and equipment -- 509
Extraordinary charge for early extinguishment of debt (848) --
Deferred federal income tax expense -- (2,499)
Changes in assets and liabilities:
Accounts and notes receivable, net (32,584) (34,520)
Inventories (3,454) (5,574)
Prepaid expenses and federal income taxes (437) (3,931)
Other assets (1,742) 201
Accounts payable 1,262 23,837
Accrued expenses and other current liabilities 2,047 12,162
Other long-term liabilities 17 (1,474)
---------------------- --------------------
Net cash used in continuing operating activities (33,723) (8,327)
Discontinued operations:
Gain on disposal of discontinued operations -- 3,028
Loss from discontinued operations -- (312)
Items not affecting cash, net -- 877
Cash provided by discontinued operations -- 69,461
---------------------- --------------------
Net cash provided by discontinued operating activities -- 73,054
---------------------- --------------------
Net cash provided by (used in) operating activities (33,723) 64,727
============================================================================================================================
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (1,375) (4,097)
Proceeds from sale of property, plant and equipment -- 1,345
---------------------- --------------------
Net cash used in investing activities (1,375) (2,752)
============================================================================================================================
CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in short-term borrowings (14,587) (64,340)
Reduction of long-term debt (20,355) (28)
Issuance of long-term debt 50,704 --
Issuance of common shares 2 193
Purchase of treasury shares -- (2,500)
Dividends paid (856) (997)
---------------------- --------------------
Net cash provided by (used in) financing activities 14,908 (67,672)
============================================================================================================================
Net change in cash and cash equivalents
Cash and cash equivalents: (20,190) (5,697)
Beginning of the year 20,190 17,834
---------------------- --------------------
End of the three month period $ -- $ 12,137
============================================================================================================================
</TABLE>
Page 4 of 11
<PAGE> 5
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Dollar Amounts in Thousands)
Note 1: Footnote disclosure, which would substantially duplicate the
disclosure contained in the Annual Report to Shareholders for the
year ended December 31, 1999, has not been included. The unaudited
interim consolidated financial statements reflect all adjustments
which, in the opinion of management, are necessary to a fair
statement of the results for the periods presented and to present
fairly the consolidated financial position of Huffy Corporation as of
April 1, 2000. All such adjustments are of a normal recurring nature.
Note 2: Inventories of Huffy Bicycle Company and Huffy Sports Company are
at cost (not in excess of market) determined by the FIFO method. The
components of inventories are as follows:
<TABLE>
<CAPTION>
December
April 1, 2000 31, 1999
--------------- ---------------
<S> <C> <C>
Finished Goods $20,651 $17,345
Work-in-Progress 106 106
Raw Materials & Supplies 6,051 5,903
--------------- ---------------
$26,808 $23,354
=============== ===============
</TABLE>
Note 3: During the fourth quarter of 1999, the Company closed its remaining
domestic bicycle manufacturing facilities in Farmington, Missouri and
Southaven, Mississippi and reorganized its bicycle operations. During
the first quarter of 2000, the Company increased imports from a
global network of sourcing partners to offset this loss of production
capacity. Closing the plants eliminated the costs required to operate
the facilities and completed Huffy Bicycle Company's transformation
from a single brand manufacturer and marketer of bicycles, to a
multi-brand design, marketing and distribution company. During the
first quarter of 2000, reorganization charges included severance and
related benefits ($633); and facility shutdown and related costs
($1,085). It is anticipated that the Company will continue to incur
costs associated with this transformation through year-end 2000.
During the second quarter of 1998, the Company took action to
maximize operational efficiency by eliminating excess production
capacity and annual operating costs by closing its manufacturing
facility in Celina, Ohio. Throughout 1999, the Company incurred
charges in support of this action for severance and related benefits
($359); facility shutdown and asset write-downs ($678); and new
facility startup and equipment, personnel, and inventory relocation
costs of ($1,050).
Page 5 of 11
<PAGE> 6
Note 4. The Company has classified its operations into the following business
segments:
Consumer Products - bicycles, backboards and related products.
Service for Retail - in-store assembly, repair, and display
services and inventory counting services.
<TABLE>
<CAPTION>
Earnings (loss)
Before Income
Sales Taxes
------------------- -------------------
<S> <C> <C>
THREE MONTHS ENDED
APRIL 1, 2000
Consumer Products $82,880 $3,266
Service for Retail 59,390 1,450
Eliminations (64)
Interest, net (3,147)
General Corporate (2,040)
------------------- -------------------
$ 142,206 $ (471)
=================== ===================
THREE MONTHS ENDED
MARCH 31, 1999
Consumer Products $91,427 $1,264
Service for Retail 58,084 448
Eliminations (178)
Interest, net (1,615)
General Corporate (995)
------------------- -------------------
$ 149,333 $ (898)
=================== ===================
</TABLE>
Note 5: The components of comprehensive income are immaterial and are therefore
not disclosed.
Page 6 of 11
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
THREE MONTHS ENDED APRIL 1, 2000
COMPARED TO THE
THREE MONTHS ENDED MARCH 31, 1999
(Dollar Amounts in Thousands, Except Per Share Data)
NET EARNINGS (LOSS)
For the first quarter of 2000, Huffy Corporation ("Huffy" or "Company") had a
net loss of $0.11 per common share versus earnings of $0.18 for the same period
last year. First quarter 2000 net earnings included an extraordinary loss of
$0.08 per common share related to early debt extinguishment. The first quarter
1999 results of $0.18 per common share included a one-time gain of $0.23 related
to the sale of True Temper Hardware Company in March 1999. The loss from
continuing operations was $292 or $0.03 per common share for the quarter ended
April 1, 2000 compared to a loss of $565, or $0.05 per common share for the same
period last year. Current year earnings from continuing operations included a
pretax charge of $1,718 ($1,065 after tax), or $0.11 per common share for
charges related to the bicycle reorganization and a pretax charge of $854 ($529
after tax), or $0.05 per common share for refinancing expenses. Earnings from
continuing operations were also negatively impacted by $1,532, or $0.09 per
common share, due to higher interest costs associated with new financing put in
place in January 2000.
NET SALES
Net sales from continuing operations for the quarter ended April 1, 2000 were
$142,206, a decrease of 4.8% from sales of $149,333 for the same quarter in
1999. For the three months ended April 1, 2000, net sales in the Consumer
Products segment decreased $8,547 compared to the same period in the prior year.
The Consumer Products segment was negatively impacted by the overall softness of
the sporting goods category and the impact it had on sales in the basketball
business during the quarter. In the Services for Retail segment, net sales
increased $1,306, reflecting stronger demand for both assembly and inventory
counting services.
GROSS PROFIT
Gross profit for the quarter ended April 1, 2000 was $23,244, up from $21,986 in
the first quarter of 1999. As a percent of net sales, gross profit for the first
quarter of 2000 was 16.3% compared to 14.7% for the first quarter of 1999. Gross
profit as a percent of net sales for the Consumer Products segment increased to
16.7% from 16.1% for the same period in the prior year. Cost containment
throughout the Consumer Products segment coupled with the favorable impact of
the domestic plant closures and reorganization offset volume driven margin
declines at Huffy Sports. In the Services for Retail segment, gross margins as a
percent of net sales increased by 3.4 percentage points, primarily as a result
of significant improvements in field productivity at Washington Inventory
Service.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses were $19,007 for the first quarter
of 2000, compared to $19,047 for the same period in 1999. As a percent of net
sales, selling, general and administrative expenses for the quarter ended April
1, 2000 were 13.3%, compared to 12.8% for the first quarter of 1999. The
increase in selling, general and administrative expenses as a percent of sales
for the quarter ended April 1, 2000 is primarily due to the drop in sales volume
within the basketball business in the Consumer Products segment.
Page 7 of 11
<PAGE> 8
PLANT CLOSURE AND MANUFACTURING RECONFIGURATION
During the third quarter of 1999, the Company implemented the final steps in the
reorganization of its bicycle operations, eliminating U.S. bicycle
manufacturing. Huffy Bicycle Company closed its U.S. production facilities in
Farmington, Missouri and Southaven, Mississippi in December of 1999 and offset
the lost capacity in the first quarter of 2000 with increased imports from a
global network of sourcing partners. Closing the plants eliminated the costs
required to operate the facilities and completed Huffy Bicycle Company's
transformation from a single brand manufacturer to a multi-brand design,
marketing and distribution company. During the first quarter of 2000, these
closure charges included severance and related benefits ($633); and facility
shutdown and related costs ($1,085).
During the second quarter of 1998, the Company implemented a plan to maximize
operational efficiency by eliminating excess production capacity thus closing
the Celina, Ohio bicycle manufacturing facility and implementing other actions
to reduce operating costs. In 1999, these charges included facility shutdown and
asset write-downs $(359); new facility startup and equipment, personnel, and
inventory relocation $(678); and severance and related benefits $(1,050).
SALE OF TRUE TEMPER HARDWARE
In March 1999, the Company sold the assets of its lawn and garden tool and
wheelbarrow business, True Temper Hardware Company, to U.S. Industries, Inc. The
purchase price was $100 million cash and was subject to certain post-closing
adjustments based on closing date financial statements.
The net earnings from continuing operations exclude True Temper Hardware
operating results and the gain on the sale of the Company's lawn and garden tool
and wheelbarrow business. The first quarter 1999 gain on the sale of the lawn
and garden tool and wheelbarrow business was $3,028, offset by a loss from
discontinued operations of $312, for a net of $0.23 per common share.
LIQUIDITY AND CAPITAL RESOURCES
On January 26, 2000, the Company signed a new $170 million, 18 month, secured
lending facility. Management believes that the new facility provides adequate
liquidity to fund the Company's operations throughout the term of the agreement.
As of April 1, 2000, the Company had $40,000 of senior term debt and $10,704 of
subordinated debt outstanding. In addition, the Company has a $100,000 secured
credit facility with availability of $77,930 of which $44,413 was outstanding as
of April 1, 2000. Other obligations at April 1, 2000 totaled $3,716.
ENVIRONMENTAL
As disclosed in the Company's Annual Report to Shareholders for the year ended
December 31, 1999, the Company, along with others, has been designated as a
potentially responsible party ("PRP") by the U.S. Environmental Protection
Agency (the "EPA") with respect to claims involving the discharge of hazardous
substances into the environment in the Baldwin Park Operable Unit of the San
Gabriel Valley Superfund site ("Superfund"). On May 15, 1997, the Company, along
with other PRPs, received special notice letters from the EPA requesting a good
faith offer of remediation for the Superfund. A group of PRPs, including the
Company, filed a good faith offer on September 9, 1999 for remediation of the
Baldwin Park operable unit, and the offer was accepted. This acceptance
committed the PRPs and the EPA to negotiate a final consent decree. At this
time, the relative liabilities of the parties are uncertain as to the allocation
of remediation and past costs. The Company's total accrual for estimated
environmental remediation costs related to the Superfund site and other
potential environmental liabilities is approximately $8,000 at April 1, 2000.
Management believes the majority of expenditures relating to costs accrued could
occur during 2000. In developing its estimate of environmental remediation
costs, the Company considers, among other things,
Page 8 of 11
<PAGE> 9
currently available technological solutions, alternative cleanup methods and
risk-based assessments of the contamination and, as applicable, an estimation of
its proportionate share of remediation costs. The Company may also make use of
external consultants, and consider, when available, estimates by other PRPs and
governmental agencies and information regarding the financial viability of other
PRPs. The Company believes it is unlikely that it will incur substantial
previously unanticipated costs as a result of failure by other PRPs to satisfy
their responsibilities for remediation costs. Based upon information currently
available, such future costs are not expected to have a material adverse effect
on the results of operations in future periods. However, such costs could
materially impact liquidity and the Company's financial condition.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company along with numerous California water companies and other potentially
responsible parties for the Baldwin Park Operable Unit of the San Gabriel Valley
Superfund (see the section entitled "Environmental") have been named in nine
civil lawsuits which allege claims related to the contaminated groundwater in
the Azusa, California area. On March 12, 1998, the Public Utilities Commission
("PUC") issued an Order Instituting Investigation ("OII"), stating that because
the toxic tort lawsuits relate to water quality, public health and safety, and
the operations and practices of the public utilities subject to the PUC's
jurisdiction, the PUC intends to pursue its jurisdiction by investigating the
operations and practices of the named defendant public utilities, their
compliance with the PUC standards and policies regarding water quality, and
whether those standards and policies regarding water quality continue to be
adequate to protect the public health and safety. The PUC investigation and
decision is expected to conclude in 2000. As a result of the PUC OII, a majority
of the lawsuits were stayed pending the PUC determination. The plaintiffs
appealed the decisions to stay. Following a hearing on the matter, the Court of
Appeals took the matter under submission. In September 1999, the Court of
Appeals issued preemptory writs of mandate and three other actions to vacate
stays and to reconsider various motions, demurrers and the stays in view of the
Court of Appeals findings. Petitions for review were filed before the California
Supreme Court and on December 15, 1999, the Supreme Court of California granted
petitions for review of such Court of Appeals decision. To date, the matters are
in their initial stage. It is impossible to currently predict the outcome of the
litigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders of the Company was held April 27, 2000. At
such meeting, the Shareholders of the Company elected as Directors W. Anthony
Huffman, Donald K. Miller and Joseph P. Viviano, each for a three-year term
expiring in 2003. Shares were voted as follows: FOR: W. Anthony Huffman
(8,828,028), Donald K. Miller (8,669,447), and Joseph P. Viviano (8,668,804);
WITHHELD (including broker non-votes): W. Anthony Huffman (461,171), Donald K.
Miller (619,751), and Joseph P. Viviano (620,394).
In addition, the Shareholders also ratified the appointment of KPMG LLP as the
Company's independent public accountants for calendar year 2000. In accordance
with such ratification, 9,074,773 shares were voted for ratification, 187,632
shares cast against, and 26,793 shares cast to abstain (including broker
non-votes).
The Shareholders voted to approve an amended and restated Code of Regulations of
the Corporation to (i) permit the electronic and telephone solicitation,
delivery and appointment of proxies in accordance with and to the extent
permitted under Ohio law, and (ii) permit the Board of Directors to establish
the number of Directors at not less than four but no more than fourteen. Shares
were voted as follows: For approval: 7,175,804; Against approval: 557,431;
Abstain: 37,813; and Non-Vote: 1,518,150.
Page 9 of 11
<PAGE> 10
The Shareholders also voted on one shareholder proposal. The Shareholders voted
against the shareholder proposal which requested the Company to adopt an
executive compensation policy that would freeze the pay of corporate officers
during periods of downsizing in which the lesser of 5% of the Company's
workforce or 200 workers lose their jobs, which pay freeze would continue for a
one-year period following the completion of the layoffs. Shares were voted as
follows: For the proposal: 1,181,871; Against the proposal: 6,380,004; Abstain:
209,173; Non-Vote: 1,518,150.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits - The Exhibits, as shown in the "Index of Exhibits",
attached hereto as page 13, are filed as a part of this Report.
b. The Company filed two reports on Form 8-K, one dated January 31,
2000, which was filed with the Securities and Exchange Commission on
February 4, 2000, and one dated April 26, 2000, which was filed with
the Securities and Exchange Commission on April 27, 2000.
Please see the Company's meaningful cautionary statements regarding forward
looking statements contained in the Company's report on Form 8-K filed with the
Securities and Exchange Commission on April 27, 2000 which is hereby
incorporated herein by reference.
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.
HUFFY CORPORATION, registrant
May 10, 2000 /s/ Timothy G. Howard
- ------------------------------------- --------------------------------------
Date Timothy G. Howard
Vice President - Corporate Controller
(Principal Accounting Officer)
Page 10 of 11
<PAGE> 11
INDEX OF EXHIBITS
Exhibit
No. Item
- ------- --------------------------------------------------------------
(2) Not applicable
(3) Amended and Restated Code of Regulations of Huffy Corporation,
dated 4/27/00.
(4) Amendment appointing LaSalle Bank, National Association
Successor Rights Agent, dated as of February 18, 2000, to
Rights Agreement as amended and restated as of December 9,
1994, between Huffy Corporation and Bank One, Indianapolis,
National Association.
(10) Not applicable
(11) Not applicable
(15) Not applicable
(18) Not applicable
(19) Not applicable
(22) Not applicable
(23) Not applicable
(24) Not applicable
(27) Financial Data Schedule
(99) Not applicable
Page 11 of 11
<PAGE> 1
Exhibit 3
AMENDED AND RESTATED
CODE OF REGULATIONS
OF
HUFFY CORPORATION
Code of Regulations of Huffy Corporation, Amended April 27, 2000
<PAGE> 2
INDEX
ARTICLE I SHAREHOLDERS
Section A. Annual Meeting
B. Special Meetings
C. Notice of Meetings
D. Proxies
E. Quorum -- Adjournment
F. Financial Reports
G. Notice of Shareholder Nominees
H. Approval and Ratification of Acts of Board of
Directors and of Officers
I. Certificates for Shares of Stock
ARTICLE II BOARD OF DIRECTORS
Section A. Powers of the Board
B. Number of Directors
C. Term of Office, Removal and Vacancies
D. Meetings of the Board
E. Action Without a Meeting
F. Committees
G. Compensation
H. Fiscal Year
I. Retirement of Directors
ARTICLE III OFFICERS
Section A. Designation, Election and Term of Office
B. Chairman of the Board
C. President
D. Vice Presidents
E. Secretary
F. Treasurer
G. Other Officers
H. Compensation -- Officers and Employees
ARTICLE IV MISCELLANEOUS
Section A. Seal
B. Indemnification of Directors and Officers
C. Amendments
<PAGE> 3
AMENDED AND RESTATED
CODE OF REGULATIONS
OF
HUFFY CORPORATION
ARTICLE I -- SHAREHOLDERS
SECTION A. ANNUAL MEETING
1. The annual meeting of the shareholders of the Corporation for
the election of directors and the transaction of such other
business as may be specified in the notice shall be held
within 120 days following the close of the Corporation's
Fiscal Year.
2. The date, hour, place and city, either within or without the
State of Ohio, will be designated by the Board of Directors
and will be set forth in the notice of the meeting.
3. Either the Chairman, Vice Chairman or President shall preside
at all meetings of the shareholders, depending on individual
availability in that order.
SECTION B. SPECIAL MEETINGS
1. Special meetings of the shareholders may be called by:
a. The Chairman of the Board, or
b. The President, or
c. The Vice President authorized to exercise the
authority of the President, in case of the latter's
absence, death, or disability, or
d. The Board of Directors acting at a meeting, or
e. Not less than 50% of the Directors acting without a
meeting, or
f. The shareholders holding of record 50% or more of all
the shares outstanding and entitled to vote thereat.
2. Any such request for a special meeting of shareholders shall
state the purpose or purposes of the meeting.
3. Upon request in writing delivered either in person or by
registered mail to the President or the Secretary by any
person or persons entitled to call a meeting of shareholders,
such officer shall forthwith cause to be given to the
shareholders entitled thereto notice of a meeting to be held
on a date not more than sixty days nor less than ten days
after the receipt of such request, as such officer may fix.
<PAGE> 4
4. Special meetings of the shareholders may be held at such time
and place, either within or without the State of Ohio, as may
be designated in the notice thereof.
SECTION C. NOTICE OF MEETINGS
1. Unless waived as provided by law, a written or printed notice
of each annual or special meeting stating the time and place
and the purpose or purposes thereof shall be directed to each
shareholder of record entitled to vote thereat.
2. Such notice shall be given by personal delivery or shall be
mailed postage prepaid not more than sixty days nor less than
ten days before any meeting. It shall be addressed to the
shareholder at his or her address as it appears upon the
records of the Corporation.
3. Notice of adjournment of a meeting need not be given if the
time and place to which it is adjourned are fixed and
announced at such meeting.
SECTION D. PROXIES
1. Persons entitled to vote, share or to act with respect to
shares at a meeting of shareholders may be represented and
vote or act thereat by proxy appointed through an instrument
in writing and submitted to the Secretary at or before any
shareholders' meeting.
2. The person appointed as proxy need not be a shareholder.
3. Notice to the Corporation, in writing or in open meeting, by
the person having appointed a proxy, of the revocation of the
appointment of a proxy shall not affect any vote or act
previously taken or authorized at a meeting.
4. The electronic and telephonic soliciation, delivery and
appointment of proxies is permitted in accordance with and to
the extent permitted under Ohio law.
SECTION E. QUORUM -- ADJOURNMENT
1. The holders of record of shares entitled to exercise not less
than fifty percent (50%) of the voting power of the
Corporation present in person or by proxy at any meeting of
shareholders shall constitute a quorum.
2. The holders of a majority of the voting shares present in
person or by proxy at any meeting of shareholders, whether or
not a quorum is present, may adjourn such meeting from time to
time.
2
<PAGE> 5
SECTION F. FINANCIAL REPORTS
1. The financial statement shall be presented at annual
shareholders' meetings or to individual shareholders, as
required by law.
2. The financial statement shall have appended thereto a
certificate, as required by law.
SECTION G. NOTICE OF SHAREHOLDER NOMINEES
1. Nominations of persons for election to the Board of Directors
of the Corporation may be made at a meeting of shareholders by
or at the direction of the Board of Directors or by any
shareholder of the Corporation entitled to vote for the
election of Directors at the meeting who complies with the
notice procedures set forth in this Section. Such nominations,
other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing
to the Secretary of the Corporation. To be timely, a
shareholder's notice shall be delivered to or mailed and
received at the principal executive offices of the Corporation
not less than fifty (50) days nor more than ninety (90) days
prior to the meeting; provided, however, that in the event
that less than sixty (60) days' notice or prior public
disclosure of the date of the meeting is given or made to
shareholders, notice by the shareholder to be timely must be
so received not later than the close of business on the tenth
(10th) day following the day on which such notice of the date
of the meeting was mailed or such public disclosure was made.
Such shareholder's notice shall set forth (a) as to each
person whom the shareholder proposes to nominate for election
or re-election as a Director, (i) the name, age, business
address and residence address of such person, (ii) the
principal occupation or employment of such person, (iii) the
class and number of shares of the Corporation which are
beneficially owned by such person and (iv) any other
information relating to such person that is required to be
disclosed in solicitations of proxies for election of
Directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as
amended (including without limitation such person's written
consent to serving as a Director if elected); and (b) as to
the shareholder giving notice (i) the name and address, as
they appear on the Corporation's books, of such shareholder
and (ii) the class and number of shares of the Corporation
which are beneficially owned by such shareholder. At the
request of the Board of Directors any person nominated by the
Board of Directors for election as a Director shall furnish to
the Secretary of the Corporation that information required to
be set forth in a shareholder's notice of nomination which
pertains to the nominee. No person shall be eligible for
election as a Director of the Corporation unless nominated in
accordance with the procedures set forth in this Section. The
Chairman of the meeting shall, if the facts warrant, determine
and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed in this Section, and
if he or she should so determine, he or she shall so declare
to the meeting and the defective nomination shall be
disregarded.
3
<PAGE> 6
SECTION H. APPROVAL AND RATIFICATION OF ACTS OF BOARD OF DIRECTORS AND OF
OFFICERS
1. Except as otherwise provided by law, any contract, act, or
transaction, prospective or past, of the Corporation, or of
the Board of Directors, or of the Officers may be approved or
ratified by the affirmative vote at a meeting of the
shareholders, or by the written consent, with or without a
meeting, of the holders of record of shares entitling them to
exercise a majority of the voting power of the Corporation,
and such approval or ratification shall be as valid and
binding as though affirmatively voted for or consented to by
every shareholder of the Corporation.
SECTION I. CERTIFICATES FOR SHARES OF STOCK
1. The interest of each shareholder of the Corporation shall be
evidenced by a certificate or certificates for shares in such
form as the Board of Directors may from time to time
prescribe.
2. Each certificate shall bear:
a. A distinguishing number, and
b. The signature of the President and Secretary, and
c. The seal of the Corporation, and
d. Such recitals as may be required by law.
3. The certificates shall be issued in numerical order and a
record kept for that purpose as required by law.
4. Shares of the Corporation shall be transferable on the books
of the Corporation by the holder thereof in person or by his
or her attorney, upon surrender for cancellation of a
certificate or certificates for the same number of shares,
with an assignment and power of transfer endorsed thereon or
attached thereto, duly executed, and with such proof of the
authenticity of the signature as the Corporation or its agent
may reasonably require.
5. The Corporation may issue a new certificate for shares in
place of any certificate theretofore issued by it and alleged
to have been lost, stolen, or destroyed, and the Board of
Directors may, in its discretion require the owner, or his or
her legal representatives, to give the Corporation a bond
containing such terms as the Board of Directors may require to
protect the Corporation or any person injured by the execution
and delivery of a new certificate.
4
<PAGE> 7
6. Upon the taking of a record date of shareholders for the
purposes of declaring dividends, for the purposes of
determining those shareholders entitled to vote at any meeting
or for any other purposes, the stock transfer books of the
Corporation shall not be closed, but shall remain open for the
purposes of recording the issuing, transfer or other
transactions in connection with the stock of the Corporation.
ARTICLE II -- BOARD OF DIRECTORS
SECTION A. POWERS OF THE BOARD
1. Except as otherwise provided by law, all the capacity of the
Corporation shall be vested in and all its authority shall be
exercised by the Board of Directors.
SECTION B. NUMBER OF DIRECTORS
1. There shall be such number of Directors, not less than four
nor more than fourteen as may be fixed or changed from time to
time (a) by the shareholders at a meeting called for such
purpose at which a quorum is present, by the affirmative votes
of the holders of a majority of the shares which are present,
in person or by proxy, at the meeting and entitled to vote on
such proposal or (b) by the Directors at a meeting at which a
quorum is present, by the affirmative vote of a majority of
the Directors which are present at the meeting, or by action
taken without a meeting in a writing or writings signed by all
of the Directors. No reduction in the number of Directors
shall of itself have the effect of shortening the term of any
incumbent Director.
SECTION C. TERM OF OFFICE, REMOVAL AND VACANCIES
1. A Director's term of office shall be three (3) years, except
that, in order to provide for rotation of members, initially
or whenever necessary a Director may be elected for a shorter
term. The Board of Directors shall be divided into classes as
follows: (i) if the Board of Directors has at least nine
authorized members, then it shall be divided into three
classes of not less than three Directors each, with the term
of office of one class expiring each year, (ii) if the Board
of Directors has at least six authorized members but less than
nine authorized members, then it shall be divided into two
classes of not less than three Directors each, with the term
of office of each class expiring as determined by the Board of
Directors, or (iii) if the Board of Directors has less than
six authorized members, then it shall be divided into classes
to the extent permitted by law. A Director shall hold office
until the annual shareholders' meeting next succeeding the
termination of the term for which he or she was elected and
until his or her successor is elected and qualified.
2. A vacancy or vacancies (including without limitation any
vacancy or vacancies created by action of the Directors
increasing the number of Directors) may be filled by a
majority vote of the remaining Directors for that period of
time to the next
5
<PAGE> 8
shareholders' meeting at which meeting the shareholders will
elect a Director to fill the unexpired portion of any term of
office.
SECTION D. MEETINGS OF THE BOARD
1. The regular meetings of the Board of Directors shall be held
immediately after the annual meeting of the shareholders and
at such other times as may be fixed by the Board of Directors,
and such meetings may be held without further notice.
2. Special meetings of the Board of Directors may be held at any
time upon call of:
a. The Chairman of the Board, or
b. The President, or
c. The Vice-President authorized to exercise the
authority of the President in case of latter's
absence, death or disability, or
d. Two of the duly elected or appointed and qualified
Directors.
Notice of the time and place of special meetings shall be served upon or
telephoned to each Director at least twenty-four hours, or mailed or faxed to
each Director at his or her address as shown by the books of the Corporation at
least forty-eight hours, prior to the time of the meeting, which notice need not
specify the purposes of the meeting. Such notice may be waived as provided by
law.
3. Meetings of the Board of Directors, whether regular or
special, may be held at any place either within or without the
State of Ohio.
4. Not less than 50% of the duly elected or appointed and
qualified Directors of the Corporation shall constitute a
quorum for the transaction of business. The act of a majority
of Directors present at a meeting, at which a quorum is
present shall be the act of Directors.
5. The majority of the Directors present at any meeting, whether
or not a quorum is present, may adjourn the meeting from time
to time without notice other than announcement at the meeting,
until a quorum shall attend.
SECTION E. ACTION WITHOUT A MEETING
1. Any action which may be authorized or taken at a meeting of
the Board of Directors may be authorized or taken without a
meeting in a writing or writings signed by all of the
Directors, which writing or writings shall be filed with or
entered upon the records of the Corporation.
6
<PAGE> 9
SECTION F. COMMITTEES
1. The Board of Directors may from time to time appoint three or
more Directors to constitute an Executive Committee and one or
more other committees of Directors. The resolution
establishing each such committee shall specify a designation
by which it shall be known and shall fix its powers and
authority. The Board of Directors may delegate to any such
committee any of the authority of the Board of Directors,
however, conferred, other than that of filling vacancies among
the Directors or in any committee of the Directors.
2. The Board of Directors may likewise appoint one or more
Directors as alternate members of any such committee, who may
take the place of any absent member or members at any meeting
of such committee.
3. Each such committee shall serve at the pleasure of the Board
of Directors, shall act only at the intervals between meetings
of the Board of Directors, and shall be subject to the control
and direction of the Board of Directors.
4. An act or authorization of an act by any such committee within
the authority delegated to it by the resolution establishing
it shall be effective for all purposes as the act or
authorization of the Board of Directors.
5. In every case the affirmative vote of a majority in meeting or
the consent in writing of all the members of any such
committee shall be necessary for the approval of any action.
6. Each committee shall keep written records of all meetings and
actions.
SECTION G. COMPENSATION
1. The Board of Directors is empowered to fix the amount of and
authorize the payment of compensation to the Directors and of
the Executive Committee and other committees for services
rendered to the Corporation and of reimbursement for traveling
expenses incurred in attending meetings.
SECTION H. FISCAL YEAR
1. The fiscal year of the Corporation shall end on the last day
of December in each year, or on such other day as may be fixed
from time to time by the Board of Directors.
7
<PAGE> 10
SECTION I. RETIREMENT OF DIRECTORS
1. Non-Employee Directors
a. A non-employee Director who reaches the age of
seventy (70) years during his or her term of office
as a Director, shall retire from the board, effective
the next quarterly Directors' meeting following the
date on which he or she attained the age of seventy
(70) years. Thereafter such Director shall, during
his or her lifetime, have the title of Director
Emeritus.
2. Employee Directors
a. A Director, other than the President or Chairman of
the Board, who is an employee of the Corporation
shall retire as a Director as of the date he or she
terminates his or her active employment with the
Corporation and shall thereafter, during his or her
lifetime, have the title of Director Emeritus.
b. A Director who has served the Corporation as
President and/or Chairman of the Board at the time of
his or her retirement from active employment shall
not be nominated for a term of office as Director,
the election for which would be held after he or she
has attained the age of seventy (70). A Director who
is not re-nominated for office by virtue of this
covenant shall thereafter, during his or her
lifetime, have the title of Director Emeritus.
3. If the Board of Directors shall be confronted with an unusual
situation that to it seems to require relaxation of any of the
foregoing rules, the Board of Directors shall have power, by
resolution, to establish or re-establish the retirement age,
or otherwise waive the age limitation of any Director or
former Director, so as to qualify him or her to serve longer,
or again, as a Director.
ARTICLE III -- OFFICERS
SECTION A. DESIGNATION, ELECTION AND TERM OF OFFICE
1. The Corporation may have a Chairman of the Board, and shall
have a President, one or more Vice Presidents, a Secretary, a
Treasurer, and such other officers as the Board of Directors
may from time to time determine.
2. The Chairman of the Board and the President shall be
Directors, but no one of the other officers need be a
Director.
3. Any two or more offices may be held by one person. However, no
officer shall execute, acknowledge, or verify any instrument
in more than one capacity if such instrument is required by
law or by these regulations to be executed, acknowledged, or
verified by two or more officers.
8
<PAGE> 11
4. If there be more than one Vice President, the Board of
Directors may designate their seniority through the method it
selects and/or the particular department or function of the
Corporation over which they shall have charge.
5. All officers of the Corporation shall be elected by the Board
of Directors.
6. Each officer shall hold office until his or her successor is
chosen and qualified, unless otherwise specified by the Board
of Directors.
7. The Board of Directors may fill any vacancy in any office
occurring from whatever reason.
SECTION B. CHAIRMAN OF THE BOARD
1. The Chairman of the Board shall preside at all meetings of the
Board of Directors and shall have such other authority and
duties as may be delegated by the Board of Directors.
SECTION C. PRESIDENT
1. The President shall preside at all meetings of Board of
Directors, except for meetings of the Board of Directors at
which the Chairman of the Board presides in accordance with
the preceding Section.
2. Subject to the direction of the Board of Directors, the
President shall have the general executive supervision over
the property, business, and affairs of the Corporation.
3. The President shall have such other duties and powers as may
be assigned to or invested in him or her by the Board of
Directors.
SECTION D. VICE PRESIDENTS
1. The Vice Presidents, in the order of their seniority by
designation shall perform the duties of the President in his
or her absence or during his or her disability to act. The
Vice Presidents shall have such other duties and powers as may
be assigned to or invested in them by the Board of Directors
or by the President.
SECTION E. SECRETARY
1. The Secretary shall issue notices of all meetings for which
notices require to be given, shall keep the minutes of the
meetings, shall have charge of the corporate seal and
corporate record books and shall have other duties and powers
as may be assigned to or invested in him or her by the Board
of Directors or by the President.
9
<PAGE> 12
SECTION F. TREASURER
1. The Treasurer shall have charge of all moneys and securities
of the Corporation.
2. The Treasurer shall cause to be kept adequate and correct
account of the Corporation's business transactions and shall
have general charge and supervision of financial reports.
3. The Treasurer shall have such other duties and powers as may
be assigned to or invested in him or her by the Board of
Directors or by the President.
SECTION G. OTHER OFFICERS
1. Other officers of the Corporation shall have such duties and
powers as may be assigned to or invested in them by the Board
of Directors or by the President.
SECTION H. COMPENSATION -- OFFICERS AND EMPLOYEES
1. The compensation of officers and employees of the Corporation,
or the method of fixing such compensation, shall be determined
by or pursuant to authority conferred by the Board of
Directors or any committee of the Board of Directors.
2. Such compensation may include retirement, disability, and
death benefits, and may be by way of fixed salary, or on the
basis of earnings of the Corporation, or any combination
thereof, or otherwise, as may be determined or authorized from
time to time by the Board of Directors or any committee of the
Board of Directors.
ARTICLE IV -- MISCELLANEOUS
SECTION A. SEAL
1. The seal of the Corporation shall be circular with the words
"HUFFY CORPORATION" and "DAYTON, O." surrounding the word
"SEAL" .
SECTION B. INDEMNIFICATION OF DIRECTORS AND OFFICERS
1. The Corporation shall, and hereby agrees to, indemnify any
person who served or serves as a director, officer, employee
or agent of the Corporation, or who served or serves at the
request of the Corporation as a director, trustee, officer,
employee or agent of another Corporation, domestic or foreign,
non-profit or for profit, partnership, joint venture, trust,
or other enterprise, against any and all losses, liabilities,
damages, and expenses, including attorney's fees, judgments,
fines, Employee Retirement Income Security Act excise taxes or
penalties and amounts paid in settlement, incurred by such
person, in connection with any claim, action, suit, or
proceeding, including any action or suit by or in the right of
the Corporation
10
<PAGE> 13
(whether threatened, pending or completed and whether civil,
criminal, administrative, or investigative, including
appeals), by reason of any act or omission to act as such
director, trustee, officer, employee or agent, to the full
extent permitted by Ohio law including, without limitation,
the provisions of Section 1701.13 of the Ohio Revised Code, as
the same exists or may hereafter be amended (but, in the case
of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification
rights than said law permitted the Corporation to provide
prior to such amendment).
Further, unless at the time of a Director's act or omission to
act that is the subject of an action, suit, or proceeding
referred to in this Section B of Article IV, the Articles of
Incorporation or the Code of Regulations of this Corporation
state by specific reference to Section 1701.13(E)(5)(a) of the
Ohio Revised Code that the provisions of Section
1701.13(E)(5)(a) do not apply to the Corporation, and unless
the only liability asserted against a Director in an action,
suit or proceeding referred to in this Section B of Article IV
is pursuant to Section 1701.95 of the Ohio Revised Code, then
all expenses, including attorney's fees, incurred by a
Director in defending the action, suit or proceeding shall be
paid by the Corporation as they are incurred, in advance of
the final disposition of the action, suit, or proceeding upon
receipt of an undertaking by or on behalf of the Director in
which he or she agrees to do both of the following:
a. Repay such amount if it is proved by clear and
convincing evidence in a court of competent
jurisdiction that his or her action or failure to act
involved an act or omission undertaken with
deliberate intent to cause injury to the Corporation
or undertaken with reckless disregard for the best
interests of the Corporation;
b. Reasonably cooperate with the Corporation concerning
the action, suit, or proceeding.
The indemnification authorized by this Article IV shall not be
exclusive of, and shall be in addition to, any other rights granted to any
person seeking indemnification under the Articles of Incorporation, this Code of
Regulations or any agreement, vote of shareholders or disinterested Directors,
or otherwise, both as to action in such person's official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, trustee, officer, employee or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person.
The Corporation may purchase and maintain insurance, or furnish similar
protection, including but not limited to trust funds, letters of credit or self
insurance, on behalf of or for any person who is or was a director, officer,
employee, or agent of the Corporation, or is or was serving at the request of
the Corporation as a director, trustee, officer, employee, or agent of another
corporation, domestic or foreign, non-profit or for profit, partnership, joint
venture, trust, or other enterprise, against any liability asserted against him
or her and incurred by him or her in any such capacity, or arising out of his or
her status as such, whether or not the Corporation would have the
11
<PAGE> 14
power to indemnify him or her against such liability under Ohio law. Insurance
may be purchased from or maintained with a person in which the Corporation has a
financial interest.
SECTION C. AMENDMENTS
1. This Code of Regulations may be amended or repealed only by
the affirmative vote of the holders of shares entitling them
to exercise two-thirds of the voting power of the Corporation,
at a meeting of the shareholders held for such purpose, or
without a meeting by the unanimous written consent of all of
the shareholders of the Corporation.
12
<PAGE> 1
Exhibit 4
APPOINTMENT OF SUCCESSOR RIGHTS AGENT
This Appointment of Successor Rights Agent is made and entered into as of this
18st day of February, 2000 by and among HUFFY CORPORATION, an Ohio corporation
(the "Company"), HARRIS TRUST AND SAVINGS BANK ("Harris"), and LASALLE BANK,
N.A. ("LaSalle") under the following circumstances:
A. The Company entered into an Amended and Restated Rights Agreement,
dated as of December 9, 1994 (the "Rights Agreement") with Bank One,
Indianapolis, National Association ("Bank One"), pursuant to which Bank
One performed as Rights Agent.
B. Effective November 15, 1995, Bank One ceased providing security holder
services, and the Company appointed KeyBank, National Association,
successor in interest to Society National Bank ("KeyBank") as Rights
Agent.
C. Pursuant to Section 21 of the Rights Agreement, KeyBank resigned as
Rights Agent and Harris accepted appointment as Rights Agent effective
June 10th, 1997.
D. Pursuant to Section 21 of the Rights Agreement, Harris has given notice
of its resignation as Rights Agent effective upon the appointment of a
successor Rights Agent.
E. The Company desires to appoint LaSalle as successor Rights Agent.
NOW THEREFORE, the parties hereto agree that LaSalle be appointed as successor
Rights Agent, as set forth below:
Section 1. Appointment of and Acceptance by Successor Rights Agent.
- -------------------------------------------------------------------
In accordance with the provisions of Section 21 of the Rights Agreement, the
Company hereby appoints, effective as of the date hereof, LaSalle as successor
Rights Agent and LaSalle, being in compliance with the requirements and
qualifications for a successor Rights Agent as set forth in the Rights
Agreement, as amended, hereby accepts appointment as successor Rights Agent
under the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this Appointment of
Successor Rights Agent to the Rights Agreement as of the day and year set forth
above.
HUFFY CORPORATION
By:
------------------------------
Title:
---------------------------
HARRIS TRUST AND SAVINGS BANK
By:
------------------------------
Title:
---------------------------
LASALLE BANK, N.A.
By:
------------------------------
Title:
---------------------------
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0
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