FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
[X] Quarterly report pursuant to section 13 or 15(d) of the securities
exchange act of 1934
For the quarterly period ended September 30, 1996
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[ ] Transition report pursuant to section 13 or 15(d) of the securities
exchange act of 1934
For the transition period from to
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Commission file number: 0-9037
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Piccadilly Cafeterias, Inc.
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(Exact name of registrant as specified in its charter)
Louisiana 72-0604977
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3232 Sherwood Forest Blvd., Baton Rouge, Louisiana 70816
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (504) 293-9440
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Not applicable
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(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 [ ]
The number of shares outstanding of Common Stock, without par value, as
of November 1, 1996, was 10,503,368.
PART I -- Financial Information
Item 1. Financial Statements (Unaudited)
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
Piccadilly Cafeterias, Inc.
(Amounts in thousands)
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Balances at September 30 June 30
1996 1996
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ASSETS
CURRENT ASSETS
Accounts and notes receivable $ 592 $ 619
Inventories 10,093 10,087
Deferred income taxes 2,434 2,434
Other current assets 307 579
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TOTAL CURRENT ASSETS 13,426 13,719
PROPERTY, PLANT AND EQUIPMENT 242,988 245,424
Less allowances for depreciation and unit closings 116,052 116,412
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NET PROPERTY, PLANT AND EQUIPMENT 126,936 129,012
OTHER ASSETS 7,462 5,549
TOTAL ASSETS $147,824 $148,280
===============================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 8,990 $ 8,387
Accrued interest 3,285 3,588
Accrued expenses 19,719 22,494
Current portion of long-term debt 7,500 6,000
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TOTAL CURRENT LIABILITIES 39,494 40,469
LONG-TERM DEBT, less current portion 26,540 25,700
DEFERRED INCOME TAXES 3,968 3,768
RESERVE FOR UNIT CLOSINGS 4,402 5,050
SHAREHOLDERS' EQUITY
Preferred Stock, no par value; authorized 50,000,000
shares;issued and outstanding: none --- ---
Common Stock, no par value, stated value $1.82 per
share; authorized 100,000,000 shares; issued and
outstanding 10,503,368 shares at September 30,1996
and at June 30, 1996 19,096 19,096
Additional paid-in capital 18,555 18,555
Retained earnings 35,769 35,642
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TOTAL SHAREHOLDERS' EQUITY 73,420 73,293
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $147,824 $148,280
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See Note to Condensed Consolidated Financial Statements (Unaudited)
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
Piccadilly Cafeterias, Inc.
(Amounts in thousands - except per share data)
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Three Months Ended September 30 1996 1995
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Net sales $ 75,500 $ 75,140
Cost and expenses:
Cost of sales 44,415 42,820
Other operating expense 25,387 24,947
General and administrative expense 2,801 4,234
Interest expense 722 1,028
Other expense (income) (62) 178
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73,263 73,207
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INCOME BEFORE INCOME TAXES 2,237 1,933
Provision for income taxes 850 735
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NET INCOME $ 1,387 $ 1,198
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Weighted average number of shares outstanding 10,503 10,333
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Net income per share $ .13 $ .12
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Cash dividends per share $ .12 $ .12
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See Note to Condensed Consolidated Financial Statements (Unaudited)
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Piccadilly Cafeterias, Inc.
(Amounts in thousands)
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Three Months Ended September 30 1996 1995
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OPERATING ACTIVITIES
Net income $ 1,387 $ 1,198
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 3,059 3,257
Costs associated with reserved units (651) (273)
Provision for deferred income taxes 200 292
Loss on sale of assets 42 330
Pension expense -- net of contribtutions (1,960) 330
Change in operating assets and liabilities (2,051) 1,354
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NET CASH PROVIDED BY OPERATING ACTIVITIES 26 6,488
INVESTING ACTIVITIES
Purchase of property, plant and equipment (1,113) (2,812)
Proceeds from sale of property, plant and
equipment 7 81
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CASH USED IN INVESTING ACTIVITIES (1,106) (2,731)
FINANCING ACTIVITIES
Payments on short-term debt due to banks -- net --- (2,657)
Proceeds from long-term debt -- net 2,340 ---
Proceeds from sales of Common Stock --- 138
Dividends paid (1,260) (1,238)
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NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 1,080 (3,757)
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Increase (decrease) in cash and cash equivalents --- ---
Cash and cash equivalents at beginning of period --- ---
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Cash and cash equivalents at end of period $ --- $ ---
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See Note to Condensed Consolidated Financial Statements (Unaudited)
NOTE TO CONDENSED FINANCIAL STATEMENTS (Unaudited)
Piccadilly Cafeterias, Inc.
September 30, 1996
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with the instructions
to Form 10-Q and do not include all of the information and
footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.
Comparative results of operations by periods may be affected by
the timing of the opening of new units. Quarterly results are
additionally affected by seasonal fluctuations in customer
volume. Customer volume at established units is generally higher
in the second quarter ended December 31 and lower in the third
quarter ending March 31 reflecting the general seasonal retail
activity. A fluctuation in customer volume has a
disproportionate effect on operating profit.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
1997 First Quarter Compared to 1996 First Quarter
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Same-store cafeteria traffic increased 2.7% over the prior year
as total customer traffic increased 1.8%. Sales for cafeterias
open in the first quarter of both years increased 2.9%. Sales
for Ralph & Kacoo's seafood restaurants decreased 13.8% as same-
store sales were impacted by normal declines in new-unit volumes
at the Birmingham, Alabama restaurant, which opened in April,
1995. One cafeteria in Greensboro, North Carolina and one
restaurant in Houston, Texas were closed in July, 1996. The
closing of these units had no material impact on the earnings of
the current year as the estimated losses were provided for by the
Company in the fourth quarter of fiscal 1996.
Cost of sales as a percentage of sales increased 1.8% over the
prior year. Food cost increased 1.0%, primarily from
inflationary pressures, and labor cost increased 0.8%, reflecting
increased staffing aimed at enhanced customer service. On
October 1, 1996, the Company implemented a price increase to
offset these higher costs and the new minimum wage.
Other operating expense as a percentage of sales increased 0.4%
over the prior year reflecting increases in repairs and maintance
costs and pension and health insurance costs. Prior year general
and administrative expense includes severance charges of
$1,300,000 relating to the elimination of approximately 100 jobs.
Interest expense decreased $306,000 reflecting both lower debt
levels and lower cost of debt. Other expense (income) improved
$240,000 over the prior year as a result of a $288,000 decrease
in losses from asset dispositions.
Net cash provided by operating activities decreased $6,462,000.
The Company contributed $2,500,000 to its pension plan during the
quarter. No contributions were made in the first quarter of
fiscal 1996. Costs associated with reserve units increased
$378,000 as the Company paid lease termination costs of $500,000.
Net changes in other operating assets and liabilities from period
to period resulted in a decrease to cash flow of $3,405,000
reflecting timing of payments in the normal course of business.
As of September 30, 1996, $15,960,000 was available under two
line of credit arrangements. These facilities, together with
cash flow from operations, are adequate to provide for future
requirements.
PART II -- Other Information
Item 1. Legal proceedings
None.
Item 2. Changes in securities
None.
Item 3. Defaults upon senior securities
None.
Item 4. Submission of matters to vote of security holders
None.
Item 5. Other information
None.
Item 6.Exhibits and Reports on Form 8-K
(a) Exhibits
3.1 Articles of Incorporation of the Registrant <F1>, as amended on
September 14, 1987 <F2>, as amended on September 27, 1988 <F3>,
as amended on September 28, 1989 <F4>.
3.2 By-laws of the Company, as amended through July 22, 1996.
27 Financial Data Schedule
(b) Reports on Form 8-K -- None.
[FN]
<F1> Incorporated by reference from the Registrant's Registration Statement
on Form S-1 (Registration No. 2-63249) filed with the Commission on
December 19, 1978.
<F2> Incorporated by reference from the Registrant's Annual Report on Form
10-K for the fiscal year ended June 30, 1987.
<F3> Incorporated by reference from the Registrant's Annual Report on Form
10-K for the fiscal year ended June 30, 1988.
<F4> Incorporated by reference from the Registrant's Annuak Report on Form
10-K for the fiscal year ended June 30, 1989.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
PICCADILLY CAFETERIAS, INC.
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(Registrant)
By: /s/Ronald A. LaBorde
--------------------------
Ronald A. LaBorde
President and Chief
Executive Officer
November 6, 1996
/s/ Ronald A. LaBorde 11/6/96
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Ronald A. LaBorde, President, Chief Executive Date
Officer, and Director
/s/ J. Fred Johnson 11/6/96
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J. Fred Johnson, Executive Vice President, Date
Financial Officer and Treasurer
(Principal Financial Officer)
/s/ Mark L. Mestayer 11/6/96
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Mark L. Mestayer, Executive Vice President, Date
Secretary & Director of Finance
(Principal Accounting Officer)
EXHIBIT 3.2
BYLAWS OF
PICCADILLY CAFETERIAS, INC.
(The "Company")
As amended through July 22, 1996
ARTICLE I
Offices
Section 1.1. Offices. The principal business office of the
Company shall be at Baton Rouge, Louisiana. The Company may have
such other business offices within or without the State of
Louisiana as the board of directors may from time to time
establish.
ARTICLE II
Capital Stock
Section 2.1. Certificate Representing Shares. Shares of the
capital stock of the Company shall be represented by certificates
in such form or forms as the board of directors may approve,
provided that such form or forms shall comply with all applicable
requirements of law or of the articles of incorporation. Such
certificates shall be signed by the chief executive officer, or
an executive vice president, and by the secretary or an assistant
secretary, of the Company and may be sealed with the seal of the
Company or imprinted or otherwise marked with a facsimile of such
seal. In the case of any certificate countersigned by any
transfer agent or registrar, provided such countersigner is not
the Company itself or an employee thereof, the signature of any
or all of the foregoing officers of the Company may be
represented by a printed facsimile thereof. If any officer whose
signature, or a facsimile thereof, shall have been set upon any
certificate shall cease, prior to the issuance of such
certificate, to occupy the position in right of which his
signature, or facsimile thereof, was so set upon such
certificate, the Company may nevertheless adopt and issue such
certificate with the same effect as if such officer occupied such
position as of such date of issuance; and issuance and delivery
of such certificate by the Company shall constitute adoption
thereof by the Company. The certificates shall be consecutively
numbered, and as they are issued, a record of such issuance shall
be entered in the books of the Company.
Section 2.2. Stock Certificate Book and Shareholders of Record.
In the absence of a duly appointed transfer agent or registrar,
the secretary of the Company shall maintain, among other records,
a stock certificate book, the stubs in which shall set forth the
names and addresses of the holders of all issued shares of the
Company, the number of shares held by each, the number of
certificates representing such shares, the date of issue of such
certificates, and whether or not such shares originate from
original issue or from transfer. The names and addresses of
shareholders as they appear on the stock certificate book shall
be the official list of shareholders of record of the Company for
all purposes. The Board of Directors may appoint a transfer
agent or registrar to maintain the stock register and to record
transfer of shares thereon. The Company shall be entitled to
treat the holder of record of any shares as the owner thereof for
all purposes, and shall not be bound to recognize any equitable
or other claim to, or interest in, such shares or any rights
deriving from such shares on the part of any other person,
including, but without limitation, a purchaser, assignee, or
transferee, unless and until such other person becomes the holder
of record of such shares, whether or not the Company shall have
either actual or constructive notice of the interest of such
other person.
Section 2.3. Shareholder's Change of Name or Address. Each
shareholder shall promptly notify the secretary of the Company,
at its principal business office, by written notice sent by
certified mail, return receipt requested, of any change in name
or address of the shareholder from that as it appears upon the
official list of shareholders of record of the Company. The
secretary of the Company shall then enter such changes into all
affected Company records, including, but not limited to, the
official list of shareholders of record.
Section 2.4. Transfer of Stock. The shares represented by any
certificate of the Company are transferable only on the books of
the Company by the holder of record thereof or by his duly
authorized attorney or legal representative upon surrender of the
certificate for such shares, properly endorsed or assigned. The
board of directors may make such rules and regulations concerning
the issue, transfer, registration and replacement of certificates
as they deem desirable or necessary.
Section 2.5. Transfer Agent and Registrar. The board of directors
may appoint one or more transfer agents or registrars of the
shares, or both and may require all share certificates to bear
the signature of a transfer agent or registrar, or both.
Section 2.6. Lost, Stolen or Destroyed Certificates. The Company
may issue a new certificate for shares of stock in the place of
any certificate theretofore issued and alleged to have been lost,
stolen or destroyed, but the board of directors may require the
owner of such lost, stolen or destroyed certificate, or his legal
representative, to furnish an affidavit as to such loss, theft,
or destruction and to give a bond in such form and substance, and
with such surety or sureties, with fixed or open penalty, as the
board may direct, in order to indemnify the Company and its
transfer agents and registrars, if any, against any claim that
may be made on account of the alleged loss, theft or destruction
of such certificate.
Section 2.7. Fractional Shares. Only whole shares of the stock of
the Company shall be issued. In case of any transaction by
reason of which a fractional share might otherwise be issued, the
directors, or the officers in there exercise of powers delegated
by the directors, shall take such measures consistent with the
law, the articles of incorporation and these bylaws, including
(for example, and not by way of limitation) the payment in cash
of an amount equal to the fair value of any fractional share, as
they may deem proper to avoid the issuance of any fractional
share.
ARTICLE III
Shareholders Meetings
Section 3.1. Annual Meeting. Commencing in the calendar year
1979, the annual meeting of the 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 the principal
office of the Company, at 10:00 a.m. local time, on the first
Monday in November of each year unless such day is a legal
holiday, in which case such meeting shall be held at such hour on
the first day thereafter which is not a legal holiday; or at such
other place and time as may be designated by the board of
directors. Failure to hold any annual meeting or meetings shall
not work a forfeiture or dissolution of the Company.
Section 3.2. Special Meeting. Special meetings of shareholders
may be called at any time by the chief executive officer or the
board of directors. At any time, upon written request of any
shareholder or shareholders holding in the aggregate one-tenth of
the total voting power, the secretary shall call a special
meeting of shareholders to be held at the registered office at
such time as the secretary may fix, not less than fifteen nor
more than sixty days after the receipt of said request, and if
the secretary shall neglect or refuse to fix such time or to give
notice of the meeting, the shareholder or shareholders making the
request may do so.
ARTICLE IV
The Board of Directors
Section 4.1. Number, Qualifications and Term. The business and
affairs of the Company shall be managed and controlled by the
board of directors; and, subject to any restrictions imposed by
law, by the articles of incorporation, or by these bylaws, the
board of directors may exercise all the powers of the Company.
The board of directors shall consist of that number of members
fixed in a resolution of the board of directors. Such number may
be increased or decreased by a subsequent resolution, provided
that no decrease shall effect a shortening of the term of any
incumbent director. Except as otherwise contemplated by Section
4.10 hereof, no person who is seventy years of age or older may
be nominated, elected, or appointed to serve as a member of the
board of directors, nor may a person who is or will be seventy
years of age or older at the beginning of the term of office of a
class of the board of directors be eligible to serve as a member
of that class for such term. Directors need not be residents of
Louisiana or shareholders of the Company absent provision to the
contrary in the articles of incorporation or laws of the State of
Louisiana. The term of office of directors and the method of
removing directors and appointing persons to fill vacancies on
the board of directors, shall be as set forth in the articles of
incorporation.
Section 4.2. Regular Meetings. Regular meetings of the board of
directors shall be held immediately following each annual meeting
of shareholders, at the place of such meeting, and at such other
times and places as the board of directors shall determine. No
notice of any kind of such regular meetings needs to be given to
either old or new members of the board of directors.
Section 4.3. Special Meetings. Special meetings of the board of
directors shall be held at any time by call of the chief
executive officer, president, the secretary or by a majority of
the directors. The secretary shall give notice of each special
meeting to each director at his usual business or residence
address by mail at least three days before the meeting or by
telegraph or telephone at least one day before such meeting.
Except as otherwise provided by law, by the articles of
incorporation, or by these bylaws, such notice need not specify
the business to be transacted at, or the purpose of, such
meeting. No notice shall be necessary for any adjournment of any
meeting. The signing of a written waiver of notice, of any
special meeting by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be
equivalent to the receiving of such notice. Attendance of a
director at a meeting shall also constitute a waiver of notice of
such meeting, except where a director attends a meeting for the
express and announced purpose of objecting to the transaction of
any business on the ground that the meeting is not lawfully
called or convened.
Section 4.4. Quorum. A majority of the number of directors fixed
by these bylaws shall constitute a quorum for the transaction of
business and act of not less than a majority of such quorum of
the directors shall be required in order to constitute the act of
the board of directors, unless the act of a greater number shall
be required by law, by the articles of incorporation or by these
bylaws.
Section 4.5. Procedure at Meetings. The board of directors, at
each regular meeting held immediately following the annual
meeting of shareholders, shall appoint one of their number as
chairman of the board of directors. The chairman of the board
shall preside at meetings of the board. In his absence at any
meeting, any officer authorized by these bylaws or any member of
the board selected by the members present shall preside. The
secretary of the Company shall act as secretary at all meetings
of the board. In his absence, the presiding officer of the
meeting may designate any person to act as secretary. At
meetings of the board of directors, the business shall be
transacted in such order as the board may from time to time
determine.
Section 4.6. Presumption of Assent. Any director of the Company
who is present at a meeting of the board of directors at which
action on any corporate matter is taken shall be presumed to have
assented to the action taken unless his dissent shall be entered
in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as the secretary of
the meeting before the adjournment thereof or shall forward such
dissent by registered mail to the secretary of the Company
immediately after adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such
action.
Section 4.7. Action Without a Meeting. Any action required by
statute to be taken at a meeting of the directors of the Company,
or which may be taken at such meeting, may be taken without a
meeting if a consent in writing, setting forth the action so
taken, shall be signed by each director entitled to vote at such
meeting, and such consent shall have the same force and effect as
a unanimous vote of the directors. Such signed consent, or a
signed copy thereof, shall be placed in the minute book of the
Company.
Section 4.8. Compensation. Directors, by resolution of the board
of directors, shall receive such compensation and reimbursement
for expense as the board of directors may establish. Nothing
herein shall preclude any director from serving the Company in
any other capacity or receiving compensation therefor.
Section 4.9. Executive Committee. The board of directors, by
resolution adopted by a authority of the number of directors
fixed by these bylaws, may designate an executive committee,
which committee shall consist of two or more of the directors of
the Company. Such executive committee may exercise such majority
of the board of directors in the business and affairs of the
Company as the board of directors may by resolution duly delegate
to it except as prohibited by law. The designation of such
committee and the delegation thereto of authority shall not
operate to relieve the board of directors, or any member thereof,
of any responsibility imposed upon it or him by law. Any member
of the executive committee may be removed by the board of
directors by the affirmative vote of a majority of the number of
directors fixed by the bylaws whenever in the judgment of the
board the best interests of the Company will be served thereby.
The executive committee shall keep regular minutes of its
proceedings and report the same to the board of directors when
required. The minutes of the proceedings of the executive
committee shall be placed in the minute book of the Company.
Section 4.10. Advisory Directors. The board of directors may for
its convenience, and at its discretion, appoint from time to time
one or more advisory directors. The term of office of an
advisory director shall be one year from the date of appointment,
although a person may be re-appointed for additional one-year
terms. Any advisory director may be removed by the board of
directors whenever in its judgment the best interests of the
Company are served thereby. Appointment of an advisory director
shall not of itself create any contractual rights. An advisory
director may be furnished with notice, if any, of each regular
and special meeting of the board of directors, together with
copies of any board materials provided to the members of the
board of directors before or during such meetings, and may attend
such board meetings, provided that the chairman of the board of
directors shall have the power not to provide any such material
to the advisory directors as he in good faith believes should
only be made available to the voting members of the board.
Solely in the discretion of the board of directors, an advisory
director may also be furnished with notice of a meeting of any
committee of the board of directors, together with copies of any
committee materials provided to the members of such committee
before or during such meetings, and may attend such committee
meetings. Notwithstanding the foregoing, an advisory director
shall not be counted for purposes of determining whether a quorum
of the board of directors or any committee thereof exists for
transacting business, nor may an advisory director vote or
execute a written consent of directors or committee members on
any matter that may come before the board of directors or any
committee thereof. An advisory director shall not have
responsibility for the management or control of the business and
affairs of the Company. Each advisory director shall be
reimbursed for reasonable and necessary expenses actually
incurred by such advisory director in connection with attending a
board or committee meeting and shall receive an attendance fee
for each meeting attended in the same amount as is paid to non-
officer members of the board of directors for attending such
meetings. Notwithstanding the foregoing, an advisory director
shall not be entitled to any monthly or annual fee or retainer
for serving as an advisory director or attending any board or
committee meeting.
ARTICLE V
Officers
Section 5.1. Number. The officers of the Company shall consist of
a chairman of the board of directors, a chief executive officer,
a president, one or more senior executive vice presidents,
executive vice presidents, and vice presidents, a secretary and a
treasurer; and, in addition, such other officers and assistant
officers and agents as may be deemed necessary or desirable.
Officers shall be elected or appointed by the board of directors.
Any two or more offices may be held by the same person except
that the president and secretary shall not be the same person.
In its discretion, the board of directors may leave unfilled any
office except those of chief executive officer, president,
treasurer and secretary.
Section 5.2. Election; Term; Qualification. Officers shall be
chosen by the board of directors annually at the meeting of the
board of directors following the annual shareholders' meeting.
Each officer shall hold office until his successor has been
chosen and qualified, or until his death, resignation, or
removal.
Section 5.3. Removal. Any officer or agent elected or appointed
by the board of directors may be removed by the board of
directors whenever in its judgment the best interests of the
Company will be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so
removed. Election or appointment of an officer or agent shall
not of itself create any contract rights.
Section 5.4. Vacancies. Any vacancy in any office for any cause
may be filled by the board of directors at any meeting.
Section 5.5. Duties. The officers of the Company shall have such
powers and duties, except as modified by the board of directors,
as generally pertain to their offices, respectively, as well as
such powers and duties as from time to time shall be conferred by
the board of directors and by these bylaws.
Section 5.6A. The Chairman of the Board. The directors may elect
from their number a Chairman of the Board who shall be an officer
of the Company and who shall preside at all meetings of the Board
of Directors. He shall perform such duties as the Board of
Directors may prescribe.
Section 5.6B. The Chief Executive Officer. The Chief Executive
Officer of the Company shall have general direction of the
operations of the Company and general supervision over its
officers, subject, however, to the control of the board of
directors. He shall at each annual meeting, and from time to
time, report to the shareholders and to the board of directors
all matters within his knowledge which, in his opinion, the
interest of the Company may require to be brought to the notice
of such persons. He may sign, with the secretary, any or all
certificates of stock of the Company. Without in any way
limiting powers otherwise granted to him or to any other officer,
he shall be authorized to sign and execute in the name of the
Company all contracts or other instruments in the usual and
regular course of business, pursuant to section 6.2 hereof, and
to execute leases, sales, easements, servitudes, restrictive
covenants, mortgages and other encumbrances on behalf of the
corporation containing such terms and conditions as he may deem
appropriate and in the best interest of the corporation. The
chief executive officer in general shall perform all duties
incident to the office of the chief executive officer and such
other duties from time to time may be assigned to him by the
board of directors or as are prescribed by these bylaws.
Section 5.6C. The President. At the request of the chief
executive officer, or in his absence or disability, the president
shall perform the duties of the chief executive officer, and,
when so acting, shall have all the powers of, and be subject to
all restrictions upon, the chief executive officer. Any action
taken by the president in the performance of the duties of the
chief executive officer shall be conclusive evidence of the
absence or inability to act of the chief executive officer at the
time such action was taken. The president shall perform such
other duties as may, from time to time, be assigned him by the
board of directors, the chairman of the board or the chief
executive officer. The president may sign, with the secretary,
certificates of stock of the Company.
Section 5.7A. The Senior Executive Vice Presidents. At the
request of the chief executive officer, or in his and the
president's absence or disability, the senior executive vice
presidents, in the order of their election, shall perform the
duties of the chief executive officer, or, if so requested by the
chief executive officer, the duties of the president, and, when
so acting, shall have all the powers of, and be subject to all
restrictions upon, such office. Any action taken by a senior
executive vice president in the performance of the duties of the
chief executive officer or president shall be conclusive evidence
of the absence or inability to act of the chief executive officer
or president at the time such action was taken. The senior
executive vice presidents shall perform such other duties as may,
from time to time, be assigned to them by the board of directors,
the chairman of the board of directors or the president. A
senior executive vice president may sign, with the secretary,
certificates of stock of the Company.
Section 5.7B. Executive Vice Presidents. The executive vice
presidents shall perform such duties and have such powers as the
board of directors may prescribe and as the chief executive
officer, president or a senior executive vice president may
assign or authorize by delegation, subject to the general
supervision of such delegating officer.
Section 5.7C. Vice Presidents. The vice presidents shall perform
such duties and have such powers as the board of directors may
prescribe and as the chief executive officer, president, a senior
executive vice president or an executive vice president may
assign or authorize by delegation, subject to the general
supervision of such delegating officer.
Section 5.8. Secretary. The secretary shall keep the minutes of
all meetings of the shareholders, of the board of directors, and
of the executive committee, if any, of the board of directors, in
one or more books provided for such purpose and shall see that
all notices are duly given in accordance with the provisions of
these bylaws or as required by law. He shall be custodian of the
corporate records and of the seal of the Company and see that the
seal of the Company is affixed to all documents the execution of
which on behalf of the Company under its seal is duly authorized;
shall have general charge of the stock certificate books,
transfer books and stock ledgers, and such other books and papers
of the Company as the board of directors may direct, all of which
shall, at all reasonable times, be open to the examination of any
director, upon application at the office of the Company during
business hours; and in general shall perform all duties and
exercise all powers incident to the office of the secretary and
such other duties and powers as the board of directors, the chief
executive officer or the president from time to time may assign
to or confer on him.
Section 5.9. Treasurer. The treasurer shall keep complete and
accurate records of account, showing at all times the financial
condition of the Company. He shall be the legal custodian of all
money, notes, securities and other valuables which may from time
to time come into the possession of the Company. He shall
furnish at meetings of the board of directors, or whenever
requested, a statement of the financial condition of the Company,
and shall perform such other duties as these bylaws may require
or the board of directors may prescribe.
Section 5.10. Assistant Officers. Any assistant secretary or
assistant treasurer appointed by the board of directors shall
have power to perform, and shall perform, all duties incumbent
upon the secretary or treasurer of the Company, respectively,
subject to the general direction of such respective officers, and
shall perform such other duties as these bylaws may require or
the board of directors may prescribe.
Section 5.11. Salaries. The salaries or other compensation of the
officers shall be fixed from time to time by the board of
directors. No officer shall be prevented from receiving such
salary or other compensation by reason of the fact that he is
also a director of the Company.
Section 5.12. Bonds of Officers. The board of directors may
secure the fidelity of any officer of the Company by bond or
otherwise, on such terms and with such surety or sureties,
conditions, penalties or securities as shall be deemed proper by
the board of directors.
Section 5.13. Delegation. The board of directors may delegate
temporarily the powers and duties of any officer of the Company,
in case of his absence or for any other reason, to any other
officer, and may authorize the delegation by any officer of the
Company of any of his powers and duties to any agent or employee,
subject to the general supervision of such officer.
ARTICLE VI
Miscellaneous
Section 6.1. Dividends. Dividends on the outstanding shares of
the Company, subject to the provisions of the articles of
incorporation, may be declared by the board of directors at any
regular or special meeting, pursuant to law. Dividends may be
paid by the Company in cash, in property, or in the Company's own
shares, but only out of the unreserved and unrestricted earned
surplus of the Company, except as otherwise allowed by law.
Subject to limitations upon the authority of the board of
directors imposed by law or by the articles of incorporation, the
declaration of and provision for payment of dividends shall be at
the discretion of the board of directors.
Section 6.2. Contracts. The chief executive officer shall have
the power and authority to execute, on behalf of the Company,
contracts or instruments in the usual and regular course of
business, and in addition the board of directors, chairman or the
chief executive officer may authorize any officer or officers,
agent or agents, of the Company to enter into any contract or
execute and deliver any instrument in the name of and on behalf
of the Company, and such authority may be general or confined to
specific instances. Unless so authorized by the board of
directors or the chief executive officer, or by these bylaws, no
officer, agent or employee shall have any power or authority to
bind the Company by any contract or engagement, or to pledge its
credit or to render it pecuniarily liable for any purpose or in
any amount.
Section 6.3. Checks, Drafts, etc. All checks, drafts, or other
orders for the payment of money, notes, or other evidences of
indebtedness issued in the name of the Company shall be signed by
such officers or employees of the Company as shall from time to
time be authorized pursuant to these bylaws or by resolution of
the board of directors.
Section 6.4. Depositories. All funds of the Company shall be
deposited from time to time to the credit of the Company in such
banks or other depositories as the board of directors may from
time to time designate, and upon such terms and conditions as
shall be fixed by the board of directors. The board of directors
may from time to time authorize the opening and maintaining
within any such depository as it may designate, of general and
special accounts, and may make such special rules and regulations
with respect thereto as it may deem expedient.
Section 6.5. Endorsement of Stock Certificates. Subject to the
specific directions of the board of directors, any share or
shares of stock issued by any corporation and owned by the
Company, including required shares of the Company's own stock,
may for sale or transfer, be endorsed in the name of the Company
by the chief executive officer, president or any senior executive
vice president; and such endorsement may be attested or witnessed
by the secretary or any assistant secretary either with or
without the affixing thereto of the corporate seal.
Section 6.6. Corporate Seal. The corporate seal shall be in such
form as the board of directors shall approve, and such seal, or a
facsimile thereof, may be impressed on, affixed to, or in any
manner reproduced upon, instruments of any nature required to be
executed by officers of the Company.
Section 6.7. Fiscal Year. The fiscal year of the Company shall
begin and end on such dates as the board of directors at any time
shall determine.
Section 6.8. Books and Records. The Company shall keep correct
and complete books and records of account and shall keep minutes
of the proceedings of its shareholders and board of directors,
and shall keep at its registered office or principal place of
business, or at the office of its transfer agent or registrar, a
record of its shareholders, giving the names and addresses of all
shareholders and the number and class of the shares held by each.
Section 6.9. Resignations. Any director or officer may resign at
any time. Such resignations shall be made in writing and shall
take effect at the time specified therein, or, if no time is
specified, at the time of its receipt by the chief executive
officer or secretary. The acceptance of a resignation shall not
be necessary to make it effective, unless expressly so provided
in the resignation.
Section 6.10. Indemnification of Officers and Directors. The
Company shall indemnify any person who was or is a party or is
threatened to be made a party to any action, suit or proceeding,
whether civil, criminal, administrative or investigative
(including any action by or in the right of the Company), by
reason of the fact that he is or was a director or officer of the
Company against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful; however, in case of action by or in the right of the
Company, the indemnity shall be limited to expenses (including
attorneys' fees and amounts paid in settlement not exceeding, in
the judgment of the board of directors, the estimated expense of
litigating the action to conclusion) actually and reasonably
incurred in connection with the defense or settlement of such
action and no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been
adjudged by a court of competent jurisdiction, after exhaustion
of all appeals therefrom, to be liable for willful or intentional
misconduct in the performance of his duty to the Company unless
and only to the extent that the court shall determine upon
application that, despite the adjudication of liability but in
view of all the circumstances of the case, he is fairly and
reasonably entitled to indemnity for such expenses which the
court shall deem proper. The indemnification provided by or
granted pursuant to this Section 6.10 shall not be deemed
exclusive of any other rights to which the person indemnified is
entitled under any law, statute, by-law, agreement, authorization
of shareholders or directors, regardless of whether directors
authorizing such indemnification are beneficiaries thereof, or
otherwise, and shall continue as to a person who has ceased to be
a director, officer, employee or agent and shall inure to the
benefit of his heirs and legal representatives. If any
indemnification which would otherwise be granted by this section
6.10 shall be disallowed by any competent court or administrative
body as illegal or against public policy, then any director or
officer with respect to whom such adjudication was made, and any
other officer or director, shall be indemnified to the fullest
extent permitted by law and public policy, it being the express
intent of the Company to indemnify its officers and directors to
the fullest extent possible in conformity with these bylaws, all
applicable laws, and public policy.
Section 6.11. Meetings by Telephone. Subject to the provisions
required or permitted by these bylaws or the laws of the State of
Louisiana for notice of meetings, shareholders, members of the
board of directors, or members of any committee designated by the
board of directors may participate in and hold any meeting
required or permitted under these bylaws by telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other. Participation
in a meeting pursuant to this section shall constitute presence
in person at such meeting, except where a person participates in
the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not
lawfully called or convened.
ARTICLE VII
Amendments
Section 7.1. Amendments. These bylaws may be altered, amended, or
repealed, or new bylaws may be adopted, by a majority of the
board of directors at any duly held meeting of directors or by
the holders of a majority of the shares represented at any duly
held meeting of shareholders; provided that notice of such
proposed action shall have been contained in the notice any such
meeting.
__________________________
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