<PAGE> 1
Form 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the Quarter Ended March 31, 1995
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: 1-7488
First Mississippi Corporation
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Mississippi 64-0354930
------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
700 North Street, Jackson, MS 39202-3095
----------------------------- ----------
(Address of principal (Zip Code)
executive offices)
Registrant's Telephone Number, including Area Code: 601/948-7550
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 / /
Class Outstanding at April 30, 1995
-------------------------- -----------------------------
Common Stock, $1 Par Value 20,403,308
<PAGE> 2
Part I. Financial Information
Item 1. Financial Statements
First Mississippi Corporation
Consolidated Balance Sheets
(In Thousands of Dollars)
<TABLE>
<CAPTION>
Mar. 31 June 30
1995 1994
--------- -------
<S> <C> <C>
Assets:
Current assets
Cash and short-term investments $ 36,669 4,952
Accounts receivable 73,276 58,840
Inventories:
Finished products 31,082 25,334
Work in process 23,778 19,828
Raw materials and supplies 27,486 22,041
Product exchange agreements 305 933
--------- -------
Total inventories 82,651 68,136
--------- -------
Prepaid expenses and other current assets 11,694 6,907
Total current assets 204,290 138,835
--------- -------
Investments and other assets 37,786 36,850
Property, plant and equipment 423,923 391,931
Less: accumulated depreciation,
depletion and amortization 208,685 190,040
--------- -------
215,238 201,891
--------- -------
$ 457,314 377,576
========= =======
Liabilities and Stockholders' Equity:
Current liabilities
Current instalments of long-term debt $ 1,229 1,433
Deferred revenue 8,121 1,477
Accounts payable 58,826 41,291
Accrued expenses and other current liabilities 20,754 15,760
--------- -------
Total current liabilities 88,930 59,961
--------- -------
Long-term debt 98,639 104,287
Deferred revenue and other liabilities 14,428 12,491
Deferred taxes 22,560 13,922
Minority interests 9,250 9,228
Stockholders' equity:
Common stock 20,403 20,086
Additional paid-in capital 6,334 3,378
Retained earnings 196,770 154,223
--------- -------
Total stockholders' equity 223,507 177,687
--------- -------
$ 457,314 377,576
========= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 3
First Mississippi Corporation
Consolidated Statements of Operations (Unaudited)
(In Thousands of Dollars, Except Per Share Amounts)
<TABLE>
<CAPTION>
3 Months ended 9 Months ended
Mar. 31 Mar. 31
------------------- ----------------
1995 1994 1995 1994
--------- ------- ------- --------
<S> <C> <C> <C> <C>
Revenues:
Sales $ 176,281 129,581 477,132 358,841
Loss on investments - - (19) (225)
Interest and other income 713 75 1,528 2,187
--------- ------- ------- --------
176,994 129,656 478,641 360,803
--------- ------- ------- --------
Costs and expenses:
Cost of sales 128,361 105,106 350,959 296,537
General, selling and
administrative expenses 12,456 11,180 36,336 32,410
Other operating expenses 2,655 2,025 8,411 6,450
Interest expense 1,927 2,689 6,275 8,129
--------- ------- ------- --------
145,399 121,000 401,981 343,526
--------- ------- ------- --------
Earnings before income taxes 31,595 8,656 76,660 17,277
Income tax expense 12,245 3,300 29,805 7,100
Minority interests (144) (392) 53 (947)
Equity in net earnings (loss) of equity investees 448 (110) 711 (506)
--------- ------- ------- --------
Earnings from continuing operations $ 19,654 4,854 47,619 8,724
Cumulative effect of change in accounting principle - - - 4,200
--------- ------- ------- --------
Net earnings $ 19,654 4,854 47,619 12,924
========= ======= ======= ========
Earnings per common share:
Operating $ 0.95 0.24 2.31 0.43
Cumulative effect of change in accounting principle - - - 0.21
--------- ------- ------- --------
Earnings per common share $ 0.95 0.24 2.31 0.64
========= ======= ======= ========
Average shares outstanding 20,750 20,288 20,590 20,132
Cash dividend declared
per share $ 0.088 0.075 0.250 0.225
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 4
First Mississippi Corporation
Consolidated Statements of Cash Flows (Unaudited)
(In Thousands of Dollars)
<TABLE>
<CAPTION>
9 Months ended
Mar. 31
------------------
1995 1994
--------- -------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 47,619 12,924
Adjustments to reconcile earnings to
net cash provided by operating activities:
Depreciation, depletion and amortization 26,521 27,969
Deferred taxes and other items 16,326 1,829
Change in current assets and liabilities, net
of effects of dispositions (9,799) (33,624)
--------- -------
Net cash provided by operating activities 80,667 9,098
--------- -------
Cash flows from investing activities:
Proceeds from sale of subsidiary - 4,965
Capital expenditures (36,977) (20,525)
Deferred stripping costs (319) (4,473)
Proceeds from sale of property, plant and equipment 229 438
Proceeds from disposition of investments and
other assets - 7,594
Acquisition of investments and other assets (1,319) (913)
--------- -------
Net cash used in investing activities (38,386) (12,914)
--------- -------
Cash flows from financing activities:
Net borrowings of notes payable to banks - 2,950
Principal repayments of long-term debt (6,272) (6,208)
Dividends (6,579) (4,503)
Proceeds from issuance of long-term debt 151 6,181
Repayment of gold loan - (7,127)
Proceeds from issuance of common stock 2,136 703
--------- -------
Net cash used in financing activities (10,564) (8,004)
--------- -------
Net increase (decrease) in cash and cash equivalents 31,717 (11,820)
Cash and cash equivalents at beginning of period 4,952 15,878
--------- -------
Cash and cash equivalents at end of period $ 36,669 4,058
========= =======
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest, net of amounts capitalized $ 7,325 8,223
========= =======
Income taxes, net $ 13,918 11,384
========= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 5
First Mississippi Corporation
Industry Segment Information (Unaudited)
(In Thousands of Dollars)
<TABLE>
<CAPTION>
3 Months ended 9 Months ended
Mar. 31 Mar. 31
------------------- ----------------
1995 1994 1995 1994
--------- ------- ------- --------
<S> <C> <C> <C> <C>
Sales
Chemicals $ 52,073 42,264 152,392 116,738
Fertilizer 72,940 40,214 179,958 110,119
Gold 18,456 24,658 58,228 69,989
Combustion, Thermal Plasma, and Other 32,812 22,445 86,554 61,995
--------- ------- ------- --------
Total $ 176,281 129,581 477,132 358,841
========= ======= ======= ========
Operating profit (loss)
before income taxes
Chemicals $ 9,234 7,785 29,912 22,207
Fertilizer 25,533 5,531 62,617 9,975
Gold 1,571 2,984 622 6,338
Combustion, Thermal Plasma, and Other (909) (2,797) (4,706) (7,421)
--------- ------- ------- --------
35,429 13,503 88,445 31,099
Unallocated corporate expenses (2,336) (2,186) (6,369) (5,807)
Interest income (expense), net (1,476) (2,611) (5,366) (7,889)
Other income (expense), net (22) (50) (50) (126)
--------- ------- ------- --------
Total $ 31,595 8,656 76,660 17,277
========= ======= ======= ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 6
First Mississippi Corporation and Consolidated Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited. In Thousands of Dollars)
NOTE 1 - GENERAL
The financial statements included herein are unaudited and have been
prepared in accordance with generally accepted accounting principles for
interim financial reporting and Securities and Exchange Commission regulations.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations. In the
opinion of management, the financial statements reflect all adjustments (of a
normal and recurring nature) which are necessary to present fairly the
financial position, results of operations and cash flows for the interim
periods. These financial statements should be read in conjunction with the
Annual Report of the Company and Form 1O-K for the year ended June 30, 1994.
NOTE 2 - COMMITMENTS AND CONTINGENT LIABILITIES
At March 31, 1995, the Company had hedge commitments under spot deferred
sales contracts for the delivery of gold as follows:
<TABLE>
<CAPTION>
Average Price
Delivery Dates per ounce Ounces
- -------------- ------------- ------
<S> <C> <C>
4/1/95-6/30/95 $393 60,400
7/1/95-6/30/96 $395 131,000
</TABLE>
Based on the market price of gold at March 31, 1995, the net unrealized
loss on these contracts is $921.
Also at March 31, 1995, the Company had entered hedge contracts
representing approximately 35% of anticipated purchases of natural gas for the
period April 1, 1995, to June 30, 1995, and 6% for the period July 1, 1995, to
February 29, 1996 related to fertilizer operations as follows:
<TABLE>
<CAPTION>
Delivery Dates Average Price per BTU MMBTU (in 10,000's)
- -------------- --------------------- --------------------
<S> <C> <C>
4/1/95-6/30/95 $2.14 230
7/1/95-2/28/96 $1.85 150
</TABLE>
The net unrealized loss on these natural gas contracts at March 31,
1995, Is $969.
<PAGE> 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
Nine months ended March 31, 1995 compared to the nine months ended
March 31, 1994
Consolidated Results
Earnings for the nine months ended March 31, 1995, were $47.6 million
versus $12.9 million for the prior year. Prior year earnings included a $4.2
million benefit from an accounting change related to deferred income taxes.
The higher earnings reflect improved segment and equity affiliate results and
lower net interest expense. Equity affiliate results were up, reflecting
improvement at Melamine Chemicals due to higher sales prices and lower
production costs. Net interest expense declined on lower average debt and $0.7
million in additional interest income from increased short-term investments.
Segment Operations
Segment operating results and sales were up 184% and 33%, respectively,
over the prior year, with improvements in all operations except gold.
Fertilizer pretax operating profits for the nine months were up $52.6
million over the same period prior year primarily due to higher ammonia and
urea prices. Sales for the current year were up 63% as a 71% increase in
average ammonia and urea price and an 8% increase in urea volume offset a 4%
decrease in ammonia volume. Prices were up due to tight supply and strong
demand from agriculture and industry. In addition, natural gas cost for the
current year was 13% below prior year. Gas cost for the current and prior year
includes $4.8 million in losses and $0.9 million in gains, respectively, from
hedging transactions. At March 31, 1995, the Company had futures contracts for
approximately 35% of anticipated purchases of natural gas to June 30, 1995 at
an average price of $2.14 per MMBTU and 6% of purchases from July 1, 1995 to
February 29, 1996 at an average price of $1.85 per MMBTU.
Chemicals pretax operating results increased 35% over the prior year, as
intermediate and specialty chemicals sales increased 25% and 35%, respectively.
Intermediate sales increased on a 16% increase in volume, primarily
nitrobenzene, and an 8% increase in average unit price. Specialty chemicals
sales increased primarily due to higher volume of specialty chemicals for
agriculture and performance chemicals for the semiconductor industry.
Year-to-date contribution from specialties, including performance chemicals,
increased 26% and represented 60% of total chemicals contribution versus 57%
last year. During the quarter, construction was completed on a
40-million-pound aniline expansion.
<PAGE> 8
Gold pretax operating profit for the current nine months was $0.6 million
down from $6.3 million for the same period prior year. The decrease was
primarily due to lower mill ore grade and heap leach tonnage. The following
table highlights sales and production information:
<TABLE>
<CAPTION>
Nine Months Ended
-----------------------
3/31/95 3/31/94
------- -------
<S> <C> <C>
Ounces sold 150,771 179,781
Average Realized Price/oz. $386 $389
Average Market Price/oz. $383 $378
Ounces Produced:
Mill 136,579 158,229
Heap Leach 14,192 21,652
Cash Cost/oz.:
Mill $305 $289
Heap Leach $278 $177
Combined $302 $276
Total Cost /oz.:
Mill $357 $352
Heap Leach $290 $188
Combined $350 $333
</TABLE>
Sales for the nine months were down 17% from the same period last year on
decreased production caused by lower mill ore grade and reduced heap leach
production. Increased dependence on lower grade stockpiled ores during the
current transition from open pit to underground mining led to an average grade
of 0.174 ounces per ton. Mill feed averaged 0.204 ounces per ton for the
prior year-to-date when high grade North Pit ore was available. Heap leach
production was lower for the nine months due to a 17% reduction in tons leached
as currently identified oxide reserves near depletion. Mill throughput
averaged 3,296 tons per day compared to the prior year's 3,191 tons.
Underground production now exceeds 500 tons per day at an average grade of
approximately 0.350 ounces per ton, with production of 1,000 tons per day
expected to be reached in the fourth quarter. Costs associated with the
start-up of the Main Underground may adversely impact earnings during the
fourth quarter. Final open Main Pit ore is expected to be milled by the end of
the first quarter of fiscal 1996. If current oxide exploration is
unsuccessful, mining of oxide ore will cease by the end of fiscal 1995. An
oxide drilling program initiated earlier in the year has identified a new oxide
zone where additional drilling is planned.
During the quarter a 35-hole in-fill drilling program was begun on a
portion of the Turquoise Ridge mineral deposit to provide data for a mine
pre-feasibility study that should be completed in July.
In May 1995, the Company received a favorable ruling from the IRS that
would permit the tax-free spin-off of FirstMiss Gold Inc. to shareholders. The
Company expects to proceed with the spin-off assuming favorable results from
the Turquoise Ridge pre-feasibility study, continued mine and mill operations
as expected, a viable financial outlook and approval of the First Mississippi
and FirstMiss Gold boards of directors. First Mississippi shareholders would
receive approximately 0.7 shares of FirstMiss Gold for each share of First
Mississippi stock owned.
Combustion, thermal plasma and other pretax operating losses decreased 37%
from the prior year on improvement in thermal plasma systems, combustion and
steel operations. Sales were up 40% for the year, primarily due to increased
steel and combustion sales. Steel sales reflect an 8% increase in volume and a
12% increase in average unit price.
<PAGE> 9
Results of Operations
Three months ended March 31, 1995 compared to the three months ended
March 31, 1994
Consolidated Results
Earnings for the three months ended March 31, 1995, were $19.7 million
versus $4.9 million for the prior year. The higher earnings were primarily
due to improved segment operating results. Net interest expense declined
versus the same quarter prior year due to lower average debt and $0.4 million
in additional interest income from increased short-term investments. Equity
affiliate results were up, reflecting improvement at Melamine Chemicals.
Segment Operations
Segment operating results and sales were up 162% and 36%, respectively,
over the same quarter prior year, with improvements in all operations except
gold.
Fertilizer pretax operating profits were up $20.0 million over the same
period prior year primarily due to higher ammonia and urea prices. Sales for
the current year were up 81% as a 71% increase in average ammonia and urea
prices and a 17% increase in ammonia volume offset a 13% decrease in urea
volume. Margins were also helped by lower natural gas prices, which were 18%
below third quarter average last year. Gas cost for the current year includes
$2.2 million in losses from hedging transactions.
Chemicals pretax operating results increased 19% over the prior year, as
intermediate and specialty chemicals net sales increased 11% and 33%,
respectively. Intermediate sales were up on a 3% increase in volume and a 7%
increase in average unit price. Specialty chemicals sales increased primarily
due to higher volume. Contribution from specialties for the quarter increased
22% and represented 67% of total chemicals contribution versus 61% last year.
<PAGE> 10
Gold pretax operating profit for the current quarter was down 47% from the
same period prior year. The decrease was primarily due to lower production
from both mill and heap leach operations. The following table highlights sales
and production information:
<TABLE>
<CAPTION>
Three Months Ended
----------------------
3/31/95 3/31/94
------- -------
<S> <C> <C>
Ounces sold 47,465 62,518
Average Realized Price/oz. $389 $394
Average Market Price/oz. $380 $385
Ounces Produced:
Mill 43,172 56,238
Heap Leach 4,293 6,329
Cash Cost/oz.:
Mill $283 $287
Heap Leach $349 $172
Combined $289 $276
Total Cost/oz.:
Mill $326 $346
Heap Leach $357 $186
Combined $329 $330
</TABLE>
Sales for the quarter were down 25% on decreased production caused by
lower mill ore grade and reduced heap leach tonnage. Increased dependence on
lower grade stockpiled ore during the current transition from open pit to
underground mining led to an average grade of 0.166 ounces per ton. Mill feed
averaged 0.240 ounces per ton for the same quarter prior year when high grade
North Pit ore was available. Heap leach production was also lower, primarily
due to 35% fewer tons leached as present oxide reserves near depletion.
Combustion, thermal plasma and other pretax operating losses decreased
68%, primarily due to higher margins and sales in combustion and steel
operations. Sales for the period were up 46% over the prior year with steel
reflecting a 19% increase in average unit price on comparable volume.
Capital Resources and Liquidity
Cash and cash equivalents increased $31.7 million from the prior year end
on record nine-month earnings. Capital expenditures were up $16.5 million from
the prior year, primarily due to gold operations' underground mine development.
As of March 31, 1995, total debt as a percentage of total debt and equity was
31% versus 37% at prior yearend.
<PAGE> 11
Part II. Other Information
Item 1. Legal Proceedings
On March 1, 1995, the Company entered a settlement of the
lawsuits referred to in item 1 of it's Form 10-Q for the quarter ending
September 30, 1994. Under the settlement, in exchange for a release,
termination of certain indemnification obligations of the Company and
dismissal of the lawsuits, the Company agreed to make an additional
loan to Thunderbird Energy, Inc. and Pyramid Mining, Inc. jointly, and
to certain other modifications of the terms of the original sale
agreement. The settlement will not have a material impact on the
Company's financial condition or results of operations.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 3(i) - Restated and Amended Charter of Incorporation of the
Company as amended March 8, 1995.
Exhibit 3(ii)- Bylaws of the Company, as amended November 11, 1994
Exhibit 27 - Financial Data Schedules
(b) Reports on Form 8-K
No reports on Form 8-K were filed for the quarter ending March 31,
1995.
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FIRST MISSISSIPPI CORPORATION
5/12/95 /s/ J. Kelley Williams
- ------- ------------------------------------
Date J. Kelley Williams
Chairman and Chief Executive Officer
5/12/95 /s/ R. Michael Summerford
- ------- ----------------------------------------
Date R. Michael Summerford
Vice President & Chief Financial Officer
<PAGE> 13
EXHIBIT INDEX
EXHIBITS
3(i) - Restated and Amended Charter of Incorporation of the Company as
amended March 8, 1995.
3(ii)- Bylaws of the Company, as amended November 11, 1994
27 Financial Data Schedules
<PAGE> 1
EXHIBIT 3(i)
RESTATED
CHARTER OF INCORPORATION
OF
FIRST MISSISSIPPI CORPORATION
ARTICLE I.
The corporate title of this corporation is: FIRST MISSISSIPPI CORPORATION.
ARTICLE II.
The names and post office addresses of the incorporators are:
NAME POST OFFICE ADDRESS
---- -------------------
Owen Cooper Yazoo City, Mississippi
George W. Godwin Jackson, Mississippi
LeRoy P. Percy Greenville, Mississippi
Charles S. Whittington Greenwood, Mississippi
Luther W. Wade Greenwood, Mississippi
M. T. Reed Jackson, Mississippi
George D. Perry Dundee, Mississippi
Robert D. Morrow Brandon, Mississippi
Fred A. Anderson, Jr. Gloster, Mississippi
J. R. Smithson Kosciusko, Mississippi
S. Hudson Kyle Clarksdale, Mississippi
F. E. Allen Canton, Mississippi
Dwain G. Luce Mobile, Alabama
John C. Satterfield Jackson, Mississippi
William B. Dunwoody Yazoo City, Mississippi
Robert M. Hearin Jackson, Mississippi
E. W. Haining Vicksburg, Mississippi
N. S. Rogers Jackson, Mississippi
Edmund L. Brunini Vicksburg, Mississippi
William H. Mounger Jackson, Mississippi
L. G. Milam, Jr. Tupelo, Mississippi
<PAGE> 2
ARTICLE III.
The domicile of the corporation is: Jackson, Hinds County,
Mississippi.
ARTICLE IV.
The amount of authorized capital stock with particulars as to
the class or classes thereof, their privileges and restrictions, the number of
shares for each class, and the par value thereof are as follows: COMMON STOCK:
The total amount of the authorized capital stock of the
corporation is one hundred million (100,000,000) shares with a par value of ONE
AND NO/100 DOLLARS ($1.00) per share.
The common stock of the corporation shall be issued in such
amounts and shall be sold at such price or prices, not less than par, as the
Board of Directors may from time to time and at any time determine.
Dividends upon common stock shall be payable as and when
declared by the Board of Directors in their discretion.
The voting privileges of the shares of common stock shall be:
Each share of common stock shall be entitled to one vote in the election of
directors and in all other matters upon which stockholders are entitled to
vote.
PREFERRED STOCK:
The total amount of authorized preferred stock of the corporation is
twenty million (20,000,000) shares.
The preferred stock of the corporation shall be issued in such form,
class, series or amounts and shall be sold at such price or prices, not less
than par, as the Board of Directors may from time to time at any time
determine.
Dividend, conversion rates, conversion prices, par value, voting
privileges, redemption prices, maturity dates, and any other terms and
conditions relative to the issuance of preferred stock will be determined by
the Board of Directors in their discretion.
Convertible Preferred Stock
The following terms and conditions govern certain series of
convertible preferred stock of the corporation set forth below:
<TABLE>
<CAPTION>
Designation of Each Series: Issuable Upon Conversion Of:
--------------------------- ----------------------------
<S> <C>
1982-A Series Convertible 1982-A Series Convertible
Preferred Stock Subordinated Debentures
1982-B Series Convertible 1982-B Series Convertible
Preferred Stock Subordinated Debentures
1982-C Series Convertible 1982-C Series Convertible
Preferred Stock Subordinated Debentures
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
1982-D Series Convertible 1982-D Series Convertible
Preferred Stock Subordinated Debentures
1983-A Series Convertible 1983-A Series Convertible
Preferred Stock Subordinated Debentures
1984-A Series Convertible 1984-A Series Convertible
Preferred Stock Subordinated Debentures
1984-B Series Convertible 1984-B Series Convertible
Preferred Stock Subordinated Debentures
1985-A Series Convertible 1985-A Series Convertible
Preferred Stock Subordinated Debentures
1986-A Series Convertible 1986-A Series Convertible
Preferred Stock Subordinated Debentures
1987-A Series Convertible 1987-A Series Convertible
Preferred Stock Subordinated Debentures
1988-A Series Convertible 1988-A Series Convertible
Preferred Stock Subordinated Debentures
1988-1 Series Convertible 1988-1 Series Convertible
Preferred Stock Subordinated Debentures
1989-A Series Convertible 1989-A Series Convertible
Preferred Stock Subordinated Debentures
1989-1 Series Convertible 1989-1 Series Convertible
Preferred Stock Subordinated Debentures
<CAPTION>
Designation of Each Series: Issuable Upon Conversion Of:
--------------------------- ----------------------------
<S> <C>
1989-2 Series Convertible 1989-2 Series Convertible
Preferred Stock Subordinated Debentures
1990-1 Series Convertible 1990-1 Series Convertible
Preferred Stock Subordinated Debentures
1990-2 Series Convertible 1990-2 Series Convertible
Preferred Stock Subordinated Debentures
1991-1 Series Convertible 1991-1 Series Convertible
Preferred Stock Subordinated Debentures
</TABLE>
<PAGE> 4
<TABLE>
<S> <C>
1991-2 Series Convertible 1991-2 Series Convertible
Preferred Stock Subordinated Debentures
1992-1 Series Convertible 1992-1 Series Convertible
Preferred Stock Subordinated Debentures
</TABLE>
The above series of preferred stock of the corporation shall
be available for issuance solely upon conversion of applicable series of
convertible subordinated debentures, which, in turn, will be available for
issuance in accordance with and upon exercise of certain options, all of which
have been granted pursuant to the corporation's 1980 Long Term Incentive Plan
or 1988 Long-Term Incentive Plan, entitling the holders thereof to purchase
such series of debentures (the applicable date of grant of the aforementioned
options being referred to as the "Original Grant Date"). Each series of
convertible preferred stock shall consist of the number of shares as follows:
<TABLE>
<CAPTION>
Series Number of Shares
------ ----------------
<S> <C>
1982-A Series Convertible 42,600
Preferred Stock
1982-B Series Convertible 195,200
Preferred Stock
1982-C Series Convertible 33,200
Preferred Stock
<CAPTION>
Series Number of Shares
------ ----------------
<S> <C>
1982-D Series Convertible 14,500
Preferred Stock
1983-A Series Convertible 51,000
Preferred Stock
1984-A Series Convertible 136,500
Preferred Stock
1984-B Series Convertible 5,000
Preferred Stock
1985-A Series Convertible 109,700
Preferred Stock
1986-A Series Convertible 195,000
Preferred Stock
</TABLE>
<PAGE> 5
<TABLE>
<S> <C>
1987-A Series Convertible 97,000
Preferred Stock
1988-A Series Convertible 156,000
Preferred Stock
1988-1 Series Convertible 11,000
Preferred Stock
1989-A Series Convertible 103,000
Preferred Stock
1989-1 Series Convertible 45,000
Preferred Stock
1989-2 Series Convertible 11,000
Preferred Stock
1990-1 Series Convertible 138,000
Preferred Stock
1990-2 Series Convertible 11,000
Preferred Stock
1991-1 Series Convertible 155,000
Preferred Stock
1991-2 Series Convertible 11,000
Preferred Stock
<CAPTION>
Series Number of Shares
------ ----------------
<S> <C>
1992-1 Series Convertible 11,000
Preferred Stock
</TABLE>
The rights, preferences and other terms and conditions of each
series of convertible preferred stock shall be as follows:
1. PAR VALUE. The par value for each series of
convertible preferred stock shall be $1.00 per share.
2. DIVIDENDS. The holders of record of shares of series
convertible preferred stock shall be entitled to receive, out
of funds legally available therefor, cash dividends at the
rate of $.05 per share per quarter. All dividends payable
hereunder shall be payable quarterly or otherwise as the Board
of Directors may from time to time determine when and as
declared by the Board of Directors. The right to such
<PAGE> 6
dividends on shares of series convertible preferred stock
shall not be cumulative and no right shall accrue to the
holders of such shares by reason of the fact that dividends on
such shares are not declared in any prior year. The holders
of shares of series convertible preferred stock shall be
entitled to no other cash dividends in excess of the dividends
at said rate.
3. REDEMPTION. Shares of each series of convertible
preferred stock may be redeemed, in whole or in part, at the
option of the corporation by vote of its Board of Directors,
at any time or from time to time, at a redemption price per
share equal to the "Purchase Price," as defined below, plus an
amount equal to all dividends declared but unpaid at the date
fixed for redemption, and such price, plus such dividends, is
herein-after referred to as the "Redemption Price." The
Purchase Price per share shall be the market value, as
determined by the Board of Directors, of one share of the
corporation's Common Stock on the Original Grant Date.
In case of the redemption of only a part of any outstanding
series convertible preferred stock, this corporation shall
designate by lot the shares to be redeemed or shall effect
such redemption pro rata.
Not more than 60 days, but at least 20 days prior to the date
fixed for redemption, a written notice shall be mailed to each
holder of record of each series of convertible preferred stock
whose shares are to be redeemed, by certified mail with
postage prepaid, addressed to each such holder at his address
as shown on the records of the corporation (a) notifying each
holder of the election of the corporation to redeem such
shares, (b) stating the date fixed for redemption thereof, (c)
setting forth the Redemption Price, and (d) stating the place
at which each such holder may obtain payment of the Redemption
Price upon surrender of his share certificates.
On or after the date fixed in such notice of redemption, each
holder of the series convertible preferred stock to be
redeemed shall present and surrender his certificate or
certificates representing such stock to this corporation at a
place designated in such notice and thereupon the Redemption
Price of such shares shall be paid to or on the order of the
person whose name appears on such certificate or certificates
as the owner thereof and each surrendered certificate shall be
canceled. In case less than
<PAGE> 7
all of the shares represented by any such certificate are
redeemed, a new certificate shall be issued representing the
unredeemed shares. From and after the date fixed in any such
notice as the date of redemption, unless default is made in
the payment of the Redemption Price, all rights of the holders
thereof as shareholders of the corporation, except the right
to receive the Redemption Price, shall cease and determine,
and such shares shall not there-after be transferred on the
books of the corporation, and such stock shall not be deemed
to be outstanding for any purpose whatsoever.
The corporation may at its option at any time after such
notice of redemption has been given, deposit a sum sufficient
to redeem, on the date fixed for redemption, the shares of
each series of convertible preferred stock called for
redemption and not yet redeemed with a bank or trust company
in Mississippi, as a trust fund for the benefit of the
respective holders of the shares designated for redemption,
and such deposit, from and after the date fixed for
redemption, shall constitute full payment of the Redemption
Price of the shares to the holders thereof and shall be
conclusive evidence that no default shall be made in the
payment of the Redemption Price as to such shares.
Shares of a series of convertible preferred stock redeemed by
the corporation shall not thereafter be disposed of as shares
of such series, but upon acceptance by the Secretary of State
of Mississippi for filing of a statement of cancellation
relating to the redeemed shares, such shares shall become
authorized and unissued shares of preferred stock which may be
designated as shares of any other series.
4. LIQUIDATION PREFERENCE. In the event of any
voluntary or involuntary dissolution, liquidation or winding
up of the corporation, the holders of any shares of any series
of convertible preferred stock outstanding shall be entitled
to receive, or to have deposited in trust for them as provided
in Section 3 here-of, out of assets of the corporation, before
any distribution of any assets shall be made to the holders of
Common Stock or other shares junior to the series of
convertible preferred stock as to distribution of assets, an
amount which shall be equal to the Purchase Price, as defined
above, for such shares plus declared but unpaid dividends
thereon. After the holders of any series convertible
preferred Stock shall have received such
<PAGE> 8
amount, they shall not participate in any remaining assets and
surplus funds of the corporation.
If the amounts which the holders of any shares of a particular
series of convertible preferred stock, and any other series of
preferred stock of the corporation ranking equally thereto as
to distribution of assets with the such shares, are entitled
to receive in such events are not paid, or deposited in trust,
in full, the shares of that particular series of convertible
preferred stock and of such other series shall share ratably
in any distribution of assets in accordance with the amounts
which would be payable on such distribution if all amounts to
which the holders of the particular series of convertible
preferred stock and of each such series are entitled were
paid, or deposited in trust, in full.
Neither the merger of the corporation with or into any other
corporation nor the sale of all or substantially all of its
assets shall be deemed a dissolution, liquidation or winding
up of the corporation within the meaning of this Section.
5. CONVERSION RIGHTS. The holders of shares of series
convertible preferred stock shall have conversion rights as
follows:
(a) Shares of any series of convertible preferred
stock shall be convertible, at the option of the respective
holders thereof, at the office of the corporation into fully
paid and nonassessable shares of Common Stock of the
corporation, as follows:
(i) The number of shares of Common Stock
into which a share of any series of convertible preferred
stock is to be converted shall be determined by multiplying
one share times the "Conversion Multiplier," as described
below. On the "Original Grant Date," as defined above, the
Conversion Multiplier shall be one, and unless and until the
Conversion Multiplier is adjusted as provided below, each
share of any series of convertible preferred stock shall be
convertible into one share of Common Stock.
(ii) If the corporation shall at any time
after the Original Grant Date effect a subdivision of the
outstanding Common Stock, the Conversion Multiplier then in
effect immediately before such subdivision shall be
proportionately increased, and conversely, if the corporation
shall at any time after the Original Grant Date combine the
outstanding shares of Common Stock, the
<PAGE> 9
Conversion Multiplier then in effect immediately before such
combination shall be proportionately decreased. Any
adjustment hereunder shall become effective at the close of
business on the date the subdivision or combination becomes
effective.
(iii) If the corporation shall at any time
after the Original Grant Date make or issue, without payment
of consideration, a dividend or other distribution payable in
additional shares of Common Stock, the Conversion Multiplier
then in effect shall be increased as of the close of business
on the record date for the determination of holders entitled
thereto or the date on which the stock transfer books of the
corporation are closed with respect thereto, or, if no such
record date has been fixed and the stock transfer books are
not so closed, the date of such making or issuance, by
multiplying the Conversion Multiplier then in effect by a
fraction:
(A) the numerator of which shall be
the total number of shares of Common Stock issued and
outstanding immediately prior to such date, plus the number of
shares of Common Stock issuable in payment of such dividend or
distribution; and
(B) the denominator of which shall
be the total number of shares of Common Stock issued and
outstanding immediately prior to such date;
provided, however, that if such record date shall have been
fixed or if the stock transfer books are so closed and such
dividend is not fully paid or if such distribution is not
fully made on the date therefor, the Conversion Multiplier
shall be recomputed accordingly as of the close of business on
such date of alteration.
(iv) If the corporation shall at any time
after the Original Grant Date make or issue, without payment
of consideration, a dividend or other distribution payable to
holders of Common Stock in securities or other assets of the
corporation (other than cash or shares of Common Stock),
provisions shall be made so that the holders of any series
convertible preferred stock shall receive upon the conversion
thereof in addition to the number of shares of Common Stock
receivable thereupon, the amount of securities or other assets
of the corporation that they would have received had their
shares of series convertible preferred stock been converted
into Common Stock on the
<PAGE> 10
date of such event and had they thereafter, during the period
from the date of such event to and including the conversion
date, retained such securities or other assets receivable by
them as aforesaid during such period, giving application to
all adjustments called for during such period under this
Section 5 with respect to the rights of the holders of the
series convertible preferred stock.
(v) In case of any capital
reorganization or any reclassification of the capital stock of
the corporation or in case of the consolidation or merger of
the corporation with or into another corporation or the
conveyance of all or substantially all of the assets of the
corporation to another corporation, each share of series
convertible preferred stock shall thereafter be convertible
into the number of shares of stock or other securities or
property to which a holder of the number of shares of Common
Stock of the corporation deliverable upon conversion of such
shares of series convertible preferred stock would have been
entitled upon such reorganization, reclassification,
consolidation, merger or conveyance; and in any such case,
appropriate adjustment (as determined in good faith by the
Board of Directors) shall be made in the application of the
provisions herein set forth with respect to the rights and
interests thereafter of the holders of the shares of series
convertible preferred stock, to the end that the provisions
set forth herein shall thereafter be applicable, as nearly as
reasonably may be, in relation to any shares of stock or other
property thereafter deliverable upon the conversion of series
convertible preferred stock.
(vi) In each case of an adjustment of the
Conversion Multiplier or the number of shares of Common Stock
or other securities issuable upon conversion of the each
series of convertible preferred stock, the corporation shall
compute such adjustment in accordance herewith and prepare a
certificate showing such adjustment, and shall, upon request,
provide a copy of such certificate to each registered holder
of shares of series convertible preferred stock. The
certificate shall set forth such adjustment, showing in detail
the facts upon which such adjustment is based, including a
statement of (A) the Conversion Multiplier at the time in
effect for the each series of convertible preferred stock, and
(B) the number, type and amount, if any, of other property
that at the time would be received upon conversion of the
series convertible preferred stock.
<PAGE> 11
(b) Before any holder of any shares of series
convertible preferred stock shall be entitled to convert the
same into shares of Common Stock, he shall surrender the
certificate or certificates therefor, duly endorsed, at the
office of the corporation and shall give written notice to the
corporation that he elects to convert the same and shall state
in writing therein the name or names in which he wishes the
certificate or certificates for shares of Common Stock to be
issued. If the holder fails to specify the name in which
certificates are to be issued, they shall be issued in his
name. The corporation, as soon as practicable thereafter,
shall issue and deliver at such office to such holder of
shares of series convertible preferred stock, or to his
nominee or nominees, certificates for the number of full
shares of Common Stock to which he shall be entitled as
aforesaid, together with cash in lieu of any fraction of a
share as hereinafter provided. Such conversion shall be
deemed to have been made as of the date of such surrender of
the shares of series convertible preferred stock to be
converted (or, in the event of a proposed redemption and if
the corporation so allows, on the date of receipt of
satisfactory notice of conversion if certificates of the
series convertible preferred stock so converted are thereafter
delivered to the corporation within 30 days), and the person
or persons entitled to receive the shares of Common Stock
issuable upon such conversion shall be treated for all
purposes as the record holder or holders of such shares of
Common Stock on said date.
(c) In case:
(i) the corporation shall take a record
of the holders of shares of its Common Stock for the purpose
of entitling them to receive a dividend, or any other
distribution, other than ordinary cash dividends; or
(ii) the corporation shall take a record
of the holders of shares of its Common Stock for the purpose
of entitling them to subscribe for or purchase any shares of
stock of any class or to receive any other rights; or
(iii) of any capital reorganization of the
corporation, reclassification of the capital stock of the
corporation (other than a subdivision or combination of its
outstanding shares of Common Stock), consolidation or merger
of the corporation with or into another corporation, or
conveyance of all or substantially all of the assets of the
corporation into another corporation; or
<PAGE> 12
(iv) of the voluntary or involuntary
dissolution, liquidation or winding up of the corporation,
then the corporation shall cause to be mailed to the holders
of record of series convertible preferred stock or any
security convertible into series convertible preferred stock
at their last addresses as they shall appear on the records of
the corporation, at least 20 days (or 10 days in any case
specified in clauses (1) and (2) above) prior to the
applicable record date hereinafter specified, a notice stating
(1) the date on which a record is to be taken for the purpose
of such dividend or distribution of rights, or, if a record is
not to be taken, the date as of which the holders of Common
Stock of record would be entitled to such dividend or
distribution of rights, or (2) the date on which such capital
reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding up is expected to become
effective, and the date as of which it is expected that the
holders of Common Stock of record shall be entitled to
exchange their shares of Common Stock for securities or other
assets deliverable upon such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or
winding up.
(d) The corporation will at all times reserve and
keep available out of its authorized Common Stock and/or
shares of its Common Stock then owned or held by or for the
account of the corporation, solely for the purpose of delivery
upon conversion of shares of series convertible preferred
stock, such number of shares of Common Stock as shall then be
deliverable upon the conversion of all outstanding or
potentially issuable shares of series convertible preferred
stock. All shares of Common Stock which shall be so
deliverable shall be duly and validly issued and fully paid
and nonassessable.
(e) If any shares of Common Stock required to be
reserved for purposes of conversion of series convertible
preferred stock require registration with or approval of any
governmental authority under any federal or state law, or
listing upon any national securities exchange, before such
shares may be issued upon conversion, the corporation will in
good faith and as expeditiously as possible endeavor to cause
such shares to be duly registered, approved or listed, as the
case may be.
<PAGE> 13
(f) The corporation will pay any and all issue
and other taxes that may be payable in respect of any issue or
delivery of shares of Common Stock on conversion of shares of
each series of convertible preferred stock pursuant hereto.
The corporation shall not, however, be required to pay any tax
which may be pay-able in respect of any transfer involved in
the issue and delivery of shares of Common Stock in a name
other than that in which the shares of series convertible
preferred stock so converted were registered, and no such
issue or delivery shall be made unless and until the person
requesting such issue has paid to the corporation the amount
of any such tax, or has established, to the satisfaction of
the corporation, that such tax has been paid.
(g) No fractional shares of Common Stock shall be
issued upon the conversion of shares of series convertible
preferred stock. If any fractional interest in a share of
Common Stock would, except for the provisions of the
Subsection, be deliverable upon the conversion of shares of
series convertible preferred stock, the corporation shall, in
lieu of delivering the fractional share therefor, adjust such
fractional interest by payment to the holder of such
surrendered shares of series convertible preferred stock of an
amount in cash equal (computed to the nearest cent) to the
current market value of such fractional interest, as
determined in good faith by the Board of Directors of the
corporation.
6. VOTING RIGHTS. Except as provided by law or as
provided above, the holders of any series convertible
preferred stock shall not be entitled to notice of
stockholders' meetings or to vote upon the election of
directors or upon any other matter.
Series X Junior Participating Preferred Stock
The following information, terms and conditions relate to the
Series X Junior Participating Stock:
Section 1. Designation and Amount. The shares of such series
shall have par value of $1.00 per share and shall be designated as "Series X
Junior Participating Preferred Stock" and the number of shares constituting
such series shall be 1,000,000.
Section 2. Dividends and Distributions.
(A) Subject to the prior and superior rights of the holders
of any shares of any series of Preferred Stock ranking prior and superior to
the shares of Series X Junior Participating Preferred Stock with respect to
dividends, the holders of shares of Series X Junior
<PAGE> 14
Participating Preferred Stock shall be entitled to receive, when, as an if
declared by the Board of Directors out of funds legally available for the
purpose, quarterly dividends payable in cash (1) on the nineteenth business day
after the first working day of the last month in each quarter (based on a
calendar year), except in the quarter in which the annual meeting is held, in
which case on the (2) nineteenth business day after the last day of the
quarter, in each year (each such date being referred to herein as a "Quarterly
Dividend Payment Date") after the first issuance of a share or fraction of a
share of Series X Junior Participating Preferred Stock, in an amount per share
(rounded to the nearest cent) equal to the greater of (a) $6.00 or (b) subject
to the provision for adjustment hereinafter set forth, 100 times the aggregate
per share amount of all cash dividends, and 100 times the aggregate per share
amount (payable in kind) of all non-cash dividends or other distributions other
than a dividend payable in shares of Common Stock or a subdivision of the
outstanding shares of Common Stock (by reclassification or otherwise), declared
on the Common Stock, par value $1.00 per share, of the Corporation (the "Common
Stock") since the immediately preceding Quarterly Dividend Payment Date, or,
with respect to the first Quarterly Dividend Payment Date, since the first
issuance of any share or fraction of a share of Series X Junior Participating
Preferred Stock. In the event the Corporation shall at any time after May 12,
1986 (the "Rights Declaration Date") (i) declare any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock,
or (iii) combine the outstanding Common Stock into a smaller number of shares,
then in each such case the amount to which holders of shares of Series X Junior
Participating Preferred Stock were entitled immediately prior to such event
under clause (b) of the preceding sentence shall be adjusted by multiplying
such amount by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.
(B) The Corporation shall declare a dividend or distribution
on the Series X Junior Participating Preferred Stock as provided in paragraph
(A) above immediately after it declares a dividend or distribution on the
Common Stock (other than a dividend payable in shares of Common Stock);
provided that, in the event no dividend or distribution shall have been
declared on the Common Stock during the period between any Quarterly Dividend
Payment Date and the next subsequent Quarterly Dividend Payment Date, a
dividend of $6.00 per share on the Series X Junior Participating Preferred
Stock shall nevertheless be payable on such subsequent Quarterly Dividend
Payment Date.
(C) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series X Junior Participating Preferred Stock from the
Quarterly Dividend Payment Date next preceding the date of issue of such shares
of Series X Junior Participating Preferred Stock, unless the date of issue of
such shares is prior to the record date for the first Quarterly Dividend
Payment Date, in which case dividends on such shares shall begin to accrue from
the date of issue of such shares, or unless the date of issue is a Quarterly
Dividend Payment Date, in which case dividends on such shares shall begin to
accrue from the date of issue of such shares, or unless the date of issue is a
Quarterly Dividend Payment Date or is a date after the record date for the
<PAGE> 15
determination of holders of shares of Series X Junior Participating Preferred
Stock entitled to receive a quarterly dividend and before such Quarterly
Dividend Payment Date, in either of which events such dividends shall begin to
accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued
but unpaid dividends shall not bear interest. Dividends paid on the shares of
Series X Junior Participating Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall
be allocated prorata on a share-by-share basis among all such shares at the
time outstanding. The Board of Directors may fix a record date for the
determination of holders of shares of Series X Junior Participating Preferred
Stock entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be no more than 30 days prior to the date
fixed for the payment thereof.
Section 3. Voting Rights. The holders of shares of Series X
Junior Participating Preferred Stock shall have the following voting rights:
(A) Each share of Series X Junior Participating Preferred
Stock shall entitle the holder thereof to one (1) vote on all matters submitted
to a vote of the stockholders of the Corporation.
(B) Except as otherwise provided herein or by law, the
holders of shares of Series X Junior Participating Preferred Stock and the
holders of shares of Common Stock shall vote together as one class on all
matters submitted to a vote of stockholders of the Corporation.
(C) (i) If at any time dividends on any Series X Junior
Participating Preferred Stock shall be in arrears in an amount equal to six (6)
quarterly dividends thereon, the occurrence of such contingency shall mark the
beginning of a period (herein called a "default period") which shall extend
until such time when all accrued and unpaid dividends for all previous
quarterly dividend periods and for the current quarterly dividend period on all
shares of Series X Junior Participating Preferred Stock then outstanding shall
have been declared and paid or set apart for payment. During each default
period, all holders of Preferred Stock (including holders of the Series X
Junior Participating Preferred Stock) with dividends in arrears in an amount
equal to six (6) quarterly dividends thereon, voting as a class, irrespective
of series, shall have the right to elect two (2) Directors.
(ii) During any default period, such voting right of
the holders of Series X Junior Participating Preferred Stock may be exercised
initially at a special meeting called pursuant to subparagraph (iii) of this
Section 3(C) or at any annual meeting of stockholders, and thereafter at annual
meetings of stockholders, provided that neither such voting right nor the right
of the holders of any other series of Preferred Stock, if any, to increase, in
certain cases, the authorized number of Directors shall be exercised unless the
holders of ten percent (10%) in number of shares of Preferred Stock outstanding
shall be present in person or by proxy. The absence of a quorum of the holders
of Common Stock shall not affect the exercise by the holders of Preferred Stock
of such voting right. At any meeting at which the holders of Preferred Stock
shall exercise such voting right initially during an existing default period,
they shall have the
<PAGE> 16
right, voting as a class, to elect Directors to fill such vacancies, if any, in
the Board of Directors as may then exist up to two (2) Directors or, if such
right is exercised at an annual meeting, to elect two (2) Directors. If the
number which may be so elected at any special meeting does not amount to the
required number, the holders of the Preferred Stock shall have the right to
make such increase in the number of Directors as shall be necessary to permit
the election by them of the required number. After the holders of the
Preferred Stock shall have exercised their right to elect Directors in any
default period and during the continuance of such period, the number of
Directors shall not be increased or decreased except by vote of the holders of
Preferred Stock as herein provided or pursuant to the rights of any equity
securities ranking senior to or pari passu with the Series X Junior
Participating Preferred Stock.
(iii) Unless the holders of Preferred Stock shall,
during an existing default period, have previously exercised their right to
elect Directors, the Board of Directors may order, or any stockholder or
stockholders owning in the aggregate not less than ten percent (10%) of the
total number of shares of Preferred Stock outstanding, irrespective of series,
may request, the calling of special meeting of the holders of Preferred Stock,
which meeting shall thereupon be called by the President, a Vice-President or
the Secretary of the Corporation. Notice of such meeting and of any annual
meeting at which holders of Preferred Stock are entitled to vote pursuant to
this paragraph (C) (iii) shall be given to each holder of record of Preferred
Stock by mailing a copy of such notice to him at his last address as the same
appears on the books of the Corporation. Such meeting shall be called for a
time not earlier than 20 days and not later than 60 days after such order or
request or in default of the calling of such meeting within 60 days after such
order or request, such meeting may be called on similar notice by any
stockholder or stockholders owning in the aggregate not less than ten percent
(10%) of the total number of shares of Preferred Stock outstanding.
Notwithstanding the provisions of this paragraph (C)(iii), no such special
meeting shall be called during the period within 60 days immediately preceding
the date fixed for the next annual meeting of the stockholders.
(iv) In any default period, the holders of Common
Stock, and other classes of stock of the Corporation if applicable, shall
continue to be entitled to elect the whole number of Directors until the
holders of Preferred Stock shall have exercised their right to elect two (2)
Directors voting as a class, after the exercise of which right (x) the
Directors so elected by the holders of Preferred Stock shall continue in office
until their successors shall have been elected by such holders or until the
expiration of the default period, and (y) any vacancy in the Board of Directors
may (except as provided in paragraph (C)(ii) of this Section 3) be filled by
the holders of the class of stock which elected the Director whose office shall
become vacant.
(v) Immediately upon the expiration of a default
period, (x) the right of the holders of Preferred Stock as a class to elect
Directors shall cease, (y) the term of any Directors elected by the holders of
Preferred Stock as a class shall terminate, and (z) the number of Directors
shall be such number as may be provided for in the certificate of incorporation
or by-laws irrespective of any increase made pursuant to the provisions of
paragraph (C)(ii) of this Section 3 (such number being
<PAGE> 17
subject, however, to change thereafter in any manner provided by law of in the
certificate of incorporation or by-laws).
(D) Except as set forth herein, holders of Series X Junior
Participating Preferred Stock shall have no special voting rights and their
consent shall not be required (except to the extent they are entitled to vote
with holders of Common Stock as set forth herein) for taking any corporation
action.
Section 4. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or
distributions payable on the Series X Junior Participating Preferred Stock as
provided in Section 2 are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on shares of
Series X Junior Participating Preferred Stock outstanding shall have been paid
in full, the Corporation shall not
(i) declare or pay dividends on, make any other
distributions on, or redeem or purchase or otherwise acquire for consideration
any shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series X Junior Participating Preferred
Stock;
(ii) declare or pay dividends on or make any other
distributions on any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series X
Junior Participating Preferred Stock, except dividends paid ratably on the
Series X Junior Participating Preferred Stock and all such parity stock on
which dividends are payable or in arrears in proportion to the total amounts to
which the holders of all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking on a parity (either as to dividends
or upon liquidation, dissolution or winding up) with the Series X Junior
Participating Preferred Stock, provided that the Corporation may at any time
redeem, purchase or otherwise acquire shares of any such parity stock in
exchange for shares of any stock of the Corporation ranking junior (either as
to dividends or upon dissolution, liquidation or winding up) to the Series X
Junior Participating Preferred Stock;
(iv) purchase or otherwise acquire for consideration
any shares of Series X Junior Participating Preferred Stock, or any shares of
stock ranking on a parity with the Series X Junior Participating Preferred
Stock, except in accordance with a purchase offer made in writing or by
publication (as determined by the Board of Directors) to all holders of such
shares upon such terms as the Board of Directors, after consideration of the
respective annual dividend rates and other relative rights and preferences of
the respective series and classes, shall determine in good faith will result in
fair and equitable treatment among the respective series or classes.
(B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation
<PAGE> 18
unless the Corporation could, under paragraph (A) of this Section 3, purchase
or otherwise acquire such shares at such time and in such manner.
Section 5. Reacquired Shares. Any shares of Series X Junior
Participating Preferred Stock purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and canceled promptly
after the acquisition thereof. All such shares shall upon their cancellation
become authorized but unissued shares of Preferred Stock and may be reissued
as part of a new series of Preferred Stock to be created by resolution to the
conditions and restrictions on issuance set forth herein.
Section 6. Liquidation, Dissolution or Winding Up. (A) Upon
any liquidation (voluntary or otherwise), dissolution or winding up of the
Corporation, no distribution shall be made to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series X Junior Participating Preferred Stock unless, prior
thereto, the holders of shares of Series X Junior Participating Preferred Stock
shall have received $100 per share, plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of
such payment (the "Series X Liquidation Preference"). Following the payment of
the full amount of the Series X Liquidation Preference, no additional
distributions shall be made to the holders of shares of Series X Junior
Participating Preferred Stock unless, prior thereto, the holders of shares of
Common Stock shall have received an amount per share (the "Common Adjustment")
equal to the quotient obtained by dividing (i) the Series X Liquidation
Preference by (ii) 100 (as appropriately adjusted as set forth in subparagraph
C below to reflect such events as stock splits, stock dividends and
recapitalizations with respect to the Common Stock) (such number in clause
(ii), the "Adjustment Number"). Following the payment of the full amount of
the Series X Liquidation Preference and the Common Adjustment in respect of all
outstanding shares of Series X Junior Participating Preferred Stock and Common
Stock, respectively, holders of Series X Junior Participating Preferred Stock
and holders of shares of Common Stock shall receive their ratable and
proportionate share of the remaining assets to be distributed in the ratio of
the Adjustment Number to 1 with respect to such Preferred Stock and Common
Stock, on a per share basis, respectively.
(B) In the event, however, that there are not sufficient
assets available to permit payment in full of the Series X Liquidation
Preference and the liquidation preferences of all other series of preferred
stock, if any, which rank on a parity with the Series X Junior Participating
Preferred Stock, then such remaining assets shall be distributed ratably to the
holders of such parity shares in proportion to their respective liquidation
preferences. In the event, however, that there are not sufficient assets
available to permit payment in full of the Common Adjustment, then such
remaining assets shall be distributed ratably to the holders of Common Stock.
(C) In the event the Corporation shall at any time after
the Rights Declaration Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the amount set forth in the preceding sentence with respect to
the exchange or change of shares of Series X Junior Participating Preferred
Stock shall be adjusted by
<PAGE> 19
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
Section 8. No Redemption. The shares of Series X Junior
Participating Preferred Stock shall not be redeemable.
Section 9. Ranking. The Series X Junior Participating
Preferred Stock shall rank junior to all other series of the Corporation's
Preferred Stock, as to the payment of dividends and the distribution of assets,
unless the terms of any such series shall provide otherwise.
Section 10. Amendment. The Amended Articles of Incorporation
of the Corporation shall not be further amended in any manner which would
materially alter or change the powers, preferences or special rights of the
Series X Junior Participating Preferred Stock so as to affect them adversely
without the affirmative vote of the holders of a majority of the outstanding
shares of Series X Junior Participating Preferred Stock, voting separately as a
class.
Section 11. Fractional Shares. Series X Junior Participating
Preferred Stock, may be issued in fractions of a share which shall entitle the
holder, in proportion to such holders fractional shares, to exercise voting
rights, receive dividends, participate in distributions and to have the benefit
of all other rights of holders of Series X Junior Participating Preferred
Stock.
The following resolutions were adopted by the Board of
Directors at its meeting on May 12, 1986 regarding the Series X Junior
Participating Preferred Stock:
The form, terms and provisions of the Rights Agreement,
substantially as presented to this meeting with such modifications therein as
shall be approved by the Chairman of the Board, the President, any Vice
President or any other appropriate officer of the Company with the concurrence
of counsel be, and they hereby are, approved and adopted in all respects.
The Chairman of the Board, the President, or any Vice
President of this Company be, and each of them hereby is, authorized in the
name and on behalf of this Company to execute the Rights Agreement under the
corporate seal of the Company, attested by its Secretary or an Assistant
Secretary, with such modifications as the officer or officers executing the
same shall approve with the concurrence of counsel, such approval to be
conclusively evidenced by the execution and delivery of the same to the Rights
Agent thereunder.
Rights and certificates evidencing the Rights which shall be
substantially in the form set forth in the Rights Agreement with such
modifications therein as shall be approved by the Chairman of the Board, the
President, any Vice President or any other appropriate officer of the Company
with the concurrence of counsel (the "Rights Certificates") shall be issued and
delivered to the holders of Common Stock as contemplated by the terms of the
Rights Agreement.
<PAGE> 20
The Rights Certificates and the certificates evidencing Units
or shares of Series X Junior Participating Stock (the "Preferred Stock
Certificates") shall be signed by the Chairman of the Board, the President, or
any Vice President and the Secretary or an Assistant Secretary of this Company
under its corporate seal (which may be in the form of a facsimile of the seal
of the Company); provided that each such signature of the Chairman of the
Board, the President, a Vice President, the Secretary or an Assistant Secretary
may, but need not, be a facsimile signature imprinted or otherwise reproduced
on the Rights Certificates or the Preferred Stock Certificates, and that this
Company adopts for such purpose the facsimile signature of the present or any
future Chairman of the Board, President, Vice President, Secretary and
Assistant Secretary of this Company, notwithstanding the fact that at the time
the Rights Certificates of the Preferred Stock Certificates shall be
authenticated and delivered or disposed of such person shall have ceased to be
such officer.
The officers of this Company be, and they hereby are,
authorized to execute on behalf of the Company and under its corporate seal
(which may be in the form of a facsimile of the seal of the Company) new or
duplicate Rights Certificates and Preferred Stock Certificates issued to
replace lost, stolen, mutilated or destroyed Rights Certificates and Preferred
Stock Certificates, such Rights Certificates as may be required for exchange,
substitution or transfer as provided in the Rights Agreement in the manner and
form to be required in, or contemplated by, the Rights Agreement, and such
Preferred Stock Certificates as may be required for exchange, substitution or
transfer.
The Rights Certificates shall be manually countersigned by the
Rights Agent, and books for the registration and transfer of the Rights
Certificates shall be maintained in Jackson, Mississippi or Houston, Texas by
the Rights Agent.
The transfer agent and registrar of the shares of Series X
Junior Participating Preferred Stock of the Company, acting from time to time,
is hereby authorized and directed to issue, countersign and register
certificates for up to an aggregate of the full number of shares of Series X
Junior Participating Preferred Stock (in Units or otherwise) issuable upon
exercise of the Rights, upon requisition thereof by the Rights Agent, acting
from time to time, with further authority from the Company.
1,000,000 shares of Series X Junior Participating Preferred
Stock be, and they hereby are, initially reserved for issuance upon exercise of
the Rights, such number to be subject to adjustment from time to time in
accordance with the Rights Agreement.
Fractional shares of Series X Junior Participating Preferred
Stock (other than fractions which are integral multiples of one one-hundredth
of a share) may not be issued upon exercise of the Rights; and in lieu thereof
cash shall be paid in accordance with the Rights Agreement.
When the Company (i) receives for the issuance of a share of
Series X Junior Participating Preferred Stock (or Unit) pursuant to the Rights
Agreement the
<PAGE> 21
consideration for which such share (or Unit) is to be issued pursuant to the
Rights Agreement, and (ii) issues a share of Series X Junior Participating
Preferred Stock (or Unit) as provided in the Rights, such share (or Unit) will
be fully paid and nonassessable and the issuance of such share shall not be
subject to any preemptive or similar rights.
The officers of the Company be, and they hereby are,
authorized and directed to effect such changes to the accounts of the Company
as are appropriate in connection with the distribution and/or exercise of the
Rights.
First City National Bank of Houston (or such other entity
selected by the Chairman of the Board, the President or any Executive Vice
President of the Company) is hereby appointed Rights Agent under the Rights
Agreement for the Rights and is hereby appointed as Transfer Agent and
Registrar with respect to Series X Junior Participating Preferred Stock
issuable upon an exercise of the Rights, and that upon presentation to it of
Rights Certificates for exercise in accordance with the Rights Agreement, is
authorized, as Transfer Agent and Registrar for the Series X Junior
Participating Preferred Stock to issue originally, countersign, register and to
deliver the shares of Series X Junior Participating Preferred Stock (or Units)
issuable upon such exercise.
The Preferred Stock Certificates shall be countersigned by the
Transfer Agent either manually or by facsimile signatures and books for the
registration and transfer of the Preferred Stock Certificates shall be
maintained in Jackson, Mississippi and Houston, Texas by the Transfer Agent.
The officers of the Company be, and they hereby are,
authorized and directed in its name and on its behalf to file a registration
statement on Form 8-A (the "Form 8-A") in respect of the Rights under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and said
officers are authorized and empowered to file such amendments or supplements to
the Form 8-A as they in their discretion deem necessary or desirable in order
to effect the resignation of the Rights.
The Chairman of the Board, the President or any Vice President
of this Company be, and each of them hereby is, authorized and directed, for
and in the name and on behalf of this Company, to execute personally or by
attorney-in-fact and to cause to be filed with the Securities and Exchange
Commission a registration statement under the Securities Act of 1933, as
amended (the "Securities Act"), for the registration of the Rights (if required
by law) or the shares of Series X Junior Participating Preferred Stock (or
Units or, under certain circumstances provided for in the Rights Agreement,
other securities of the Company) issuable upon exercise of the Rights at such
time as they deem such registration to be necessary and appropriate, and
thereafter to execute personally or by attorney-in-fact and to cause to be
filed any amended registration statement or registration statements and amended
prospectus or prospectuses, or amendments or supplements to any of the
foregoing, and to cause said registration statement and any amendments thereto
to become effective in accordance with the Securities Act and the General Rules
and Regulations of the Securities and Exchange Commission thereunder.
<PAGE> 22
The General Counsel of this Company, is hereby appointed as
agent for service of this Company with respect to said registration
statement(s) with all the powers and functions specified in the General Rules
and Regulations of the Securities and Exchange Commission under the Securities
Act.
The officers of this Company be, and they hereby are,
authorized, jointly and severally, in the name and on behalf of this Company,
to take all such actions (including, without limitation, the preparation and
filing of one or more registration statements, or of amendments to existing
registration statements, relating to Common Stock to be issued pursuant to the
exercise of employee stock options or otherwise) and to execute all such
documents as they may deem necessary or appropriate in connection with the
issuance of the Rights and the shares of Series X Junior Participating
Preferred Stock (or Units or, under certain circumstances provided for in the
Rights Agreement, other securities of the Company) issuable upon exercise of
the Rights for compliance with the Securities Act and the Exchange Act.
The officers of this Company be, and they hereby are,
authorized, jointly and severally, in the name and on behalf of this Company,
to execute and file such application or applications, and amendments and
supplements thereto, pay any and all applicable listing fees, and take such
other action as may be necessary to list the Rights and, if deemed appropriate,
shares of Series X Junior Participating Preferred Stock (or Units) issuable
upon exercise of the Rights on the New York, Philadelphia, Midwest and Pacific
Stock Exchanges and on any other stock exchanges deemed appropriate by the
proper officers of this Company; and that the Chairman of the Board, the
President or any Vice President of this Company, or such other person as any of
them shall designate in writing, be and each hereby is, authorized to appear
before the Securities and Exchange Commission and the New York, Philadelphia,
Midwest and Pacific Stock Exchanges and any such other stock exchanges, and to
execute such papers and agreements as may be necessary to conform with the
requirements of the Securities and Exchange Commission and the New York,
Philadelphia, Midwest and Pacific Stock Exchanges and on any other stock
exchanges deemed appropriate by the proper officers of this Company; and that
the Chairman of the Board, the President or any Vice President of this Company,
or such other person as any of them shall designate in writing, be and each
hereby is, authorized to appear before the Securities and Exchange Commission
and the New York, Philadelphia, Midwest and Pacific Stock Exchanges and any
such other stock exchanges.
As long as the Rights are attached to the Common Stock as
provided in the Rights Agreement, one additional Right (as such number may be
adjusted pursuant to the provisions of the Rights Agreement) shall be deemed to
be delivered with each share of Common Stock issued or transferred by the
Company in the future, including but not limited to shares of Common Stock
issuable upon conversion of any series of convertible preferred stock or debt
instruments of this Company and shares of Common Stock issuable upon exercise
of options to purchase Common Stock granted by this Company.
The form of Indemnity Agreement required by the New York Stock
Exchange or any other stock exchange, indemnifying the New York Stock Exchange
or
<PAGE> 23
any other stock exchange and others against loss resulting from reliance on the
facsimile signatures of the officers of this Company on the Rights of shares of
Series B Junior Participating Preferred Stock (or Units) issuable upon exercise
thereof is hereby approved, and that the Chairman of the Board, the President
or Vice President of this Company be, and each hereby is, authorized to execute
and deliver such Indemnity Agreement.
It is desirable and in the best interests of this Company that
its securities be qualified or registered for sale in various jurisdictions;
that the Chairman of the Board, the President or any Vice President and the
Secretary or an Assistant Secretary of this Company be and they hereby are,
authorized to determine the jurisdictions in which appropriate action shall be
taken to qualify or register for sale all or such part of the securities of
this Company as said officers may deem advisable; that said officers are hereby
authorized to perform on behalf of this Company and all such acts as they may
deem necessary or advisable in order to comply with the applicable laws of any
such jurisdictions, and in connection therewith to execute and file all
requisite papers and documents, including, but not limited to, applications,
reports, surety bonds, irrevocable consents and appointments of attorneys for
service of process; and the execution by such officers of any such paper of
document or the doing by them of any act in connection with the foregoing
matters shall conclusively establish their authority therefor from this Company
and the approval and ratification by this Company of the papers and documents
so executed and the action so taken.
This Board of Directors hereby adopts the form of any
resolution required by any authority to be filed in connection with any
applications, consents to service, issuer's covenants or other documents if (1)
in the opinion of the officers of this Company executing the same, the adoption
of such resolutions is necessary or desirable, and (2) the Secretary or an
Assistant Secretary of this Company evidences such adoption by inserting in the
minutes of this meeting copies of such resolutions, which will thereupon be
deemed to be adopted by this Board of Directors with the same force and effect
as if presented at this meeting.
The officers of this Company be, and they hereby are,
authorized and directed, jointly and severally, for and in the name and on
behalf of this Company, to execute and deliver any and all certificates,
agreements and other documents, take any and all steps and do any and all
things which they may deem necessary or advisable in order to effectuate the
purposes of each and all of the foregoing resolutions.
Any actions taken by such officers on or prior to the date of
the foregoing resolutions adopted at this meeting that are within the authority
conferred hereby are hereby ratified, confirmed and approved as the act and
deed of this Company.
ARTICLE V.
The period of existence of the corporation shall be and is
ninety-nine (99) years.
<PAGE> 24
ARTICLE VI.
The purposes for which the corporation is created:
To purchase, subscribe for, or otherwise acquire and own,
hold, use, sell, assign, transfer, mortgage, pledge, exchange, or otherwise
dispose of real and personal property of every kind and description, including
shares of stock, bonds, debentures, notes, evidences of indebtedness and other
securities, contracts, or obligations of any corporation or corporations,
association or associations, domestic or foreign, and to pay therefor in whole
or in part in cash or by exchanging therefor stocks, bonds or other evidences
of indebtedness or securities of this or any other corporation, and while the
owner or holder of any such real or personal property, stocks, bonds,
debentures, notes, evidences of indebtedness or other securities, contracts or
obligations, to receive, collect and dispose of the interest, dividends and
income arising from such property, and to possess or exercise in respect
thereof, all the rights, powers and privileges of ownership, including all
voting powers on any stock so owned.
To manufacture, buy, sell, deal in and distribute chemicals,
including but not limited to sulphuric acid, phosphoric acid, phosphate rock,
phosphate deposits, potash, mixed fertilizer, anhydrous ammonia, nitric acid,
ammonium nitrate, chemical compounds of any kind and chemicals of every sort
and description, and in the ingredients thereof, and in all goods, wares, and
merchandise used in connection therewith, and in all by-products thereof.
To do any acts designed to protect, preserve, improve, or
enhance the value of any property at any time held or controlled by this
corporation or in which it at that time may be interested.
To purchase, acquire, lease, own and enjoy any and all such
other property, real and personal, as may be reasonably necessary for the
carrying on of the business of the corporation.
To develop and turn to account any land acquired or in which
the corporation is interested, and in particular by laying out and preparing
the same for building purposes, construction, altering, repairing, pulling
down, decorating, maintaining, furnishing, fitting up and improving buildings
and planting, paving, draining, letting on building leases or building
agreements, and by advancing money to and entering into contracts and
arrangements of all kinds with builders, tenants and others.
To acquire, own, use, develop, sell, exploit, and deal in
processes, inventions, patents, copyrights, trademarks, apparatus and machinery
of any and every kind.
To construct, erect, acquire, own, use, operate, lease, hire,
sell or dispose of plants, equipment, machinery, apparatus, and appliances of
any and every kind.
To contract or otherwise deal with or in any manner assist or
cooperate with any firm, corporation, or individual for the production,
development, disposition, marketing and utilization of by-products of any kind
or nature.
To engage in the business of distributing, transporting,
handling, storing and disposing of any type or kind of products by any means or
systems whatever.
To purchase, hold and reissue from time to time as it may see
fit, any shares of its own stock, using for such purpose any funds of the
corporation available
<PAGE> 25
therefor, including any part of its surplus (subject to the provisions of
Section 5328, Mississippi Code of 1942, as amended); but while the corporation
holds the same, it shall not be entitled to vote such stock or to receive any
dividends thereon.
To borrow or raise money, from time to time, and without
limit, and upon any terms, for any of the corporate purposes of the
corporation; to authorize the issue of bonds, notes, debentures, and other
obligations or evidences of indebtedness of the corporation for moneys so
borrowed; and to secure the payment of the same and of the interest thereon by
mortgage upon, or pledge, conveyance, or assignment in trust of, the whole or
any part of the property of the corporation, real, personal or in action, or
every description whatsoever, whether at the time owned or thereafter acquired.
To make loans to other corporations, associations, firms and
persons, when, in the opinion of the board of directors, such action would tend
to promote the business of this corporation.
To use its name and credit for the benefit of other
corporations, firms, associations, partnerships, trusts, companies or
individuals, in any way which may seem to the board of directors to be proper
or necessary in connection with the business of the corporation.
The rights and powers that may be exercised by this
corporation, in addition to the foregoing, are those conferred by Chapter 4,
Title 21, Code of Mississippi of 1942, and amendments thereto.
ARTICLE VII.
The number of shares of common capital stock to be subscribed
and paid for before the corporation begins business shall be one thousand
(1,000) shares of common stock of the par value of one thousand dollars
($1,000.00).
ARTICLE VIII.
The Board of Directors shall be divided into three groups
which shall be as nearly equal as may be possible. At each annual stockholders
meeting the successors of the group of directors whose terms expire in that
year shall be elected to hold office for a term of three years, so that the
term of office of one group of directors shall expire each year; provided,
however, that the term of office of the directors of each group shall continue
until the election and qualification of the successors to the directors of such
group. After the division of directors into groups, any additional directors
who may be elected as provided in the By-Laws shall be assigned to the various
groups so as to maintain the number in each group as nearly equal as possible.
ARTICLE IX
(A) Notwithstanding this provision of the Articles of
Incorporation, except as set forth in paragraph (B) of this Article, the
affirmative vote or consent of the holders of not less than four-fifths of the
outstanding shares of stock of this corporation (the "Corporation") entitled to
vote in elections of directors shall be required:
(1) to adopt any agreement for, or to approve, the merger
or consolidation of the Corporation or any subsidiary
(as hereinafter defined) with or into any other
person (as hereinafter defined),
<PAGE> 26
(2) to authorize any sale, transfer or exchange to any
other person of all or substantially all of the
assets of the Corporation or any subsidiary, or,
(3) to authorize the issuance or transfer by the
Corporation or any subsidiary of any voting
securities of the Corporation or any subsidiary in
exchange or payment for the securities or assets of
any other person, if such authorization is otherwise
required by law or by agreement between the
Corporation and any national securities exchange or
by any other agreement to which the Corporation or
any subsidiary is a party.
(B) The provisions of paragraph (A) of this Article shall not
apply, and the provisions of Mississippi law shall apply, to (1) any
transaction described therein if the Board of Directors by resolution shall
have approved by two-thirds vote of all directors a memorandum of understanding
with such other person setting forth the principal terms of such transaction
and such transaction is substantially consistent therewith; or (2) any
transaction described therein if such other person is a corporation of which a
majority of the outstanding shares of all classes of stock entitled to vote in
elections of directors is owned of record or beneficially by the Corporation or
its subsidiaries.
(C) The affirmative vote or consent of the holders of not
less than four-fifths of the outstanding shares of stock of the Corporation
entitled to vote in elections of directors shall be required for the adoption
of any plan for the dissolution of the Corporation if the Board of Directors
shall not have, by resolution adopted by two-thirds vote of all directors,
recommended to the stockholders the adoption of such plan for dissolution of
the Corporation. If the Board of Directors shall have so recommended to the
stockholders such plan for dissolution of the Corporation, the provisions of
Mississippi law shall apply.
(D) For the purposes of this Article,
(1) a "subsidiary" is any corporation more than 49
percent of the voting securities of which are owned,
directly or indirectly by the Corporation;
(2) a "person" is any individual, corporation, or other
entity.
(E) The Board of Directors shall have the power and duty to
determine, for purposes of this Article, on the basis of information known to
such Board, whether a proposed transaction is substantially consistent with any
memorandum of understanding of the character referred to in paragraph (B) of
this Article.
Any such determination shall be conclusive and binding for all purposes of this
Article.
ARTICLE X
Notwithstanding this provision of the Articles of
Incorporation and any provisions of the By-Laws of the Corporation, no
amendment to the Articles of Incorporation shall amend, modify, or repeal any
or all of the provisions of Article VIII, Article IX, or this Article X of the
Articles of Incorporation, unless so adopted by the affirmative vote or consent
of the holders of not less than four-fifths of the outstanding
<PAGE> 27
shares of stock of the Corporation entitled to vote in elections of directors;
provided, however, that in the event the Board of Directors of the Corporation
shall by resolution adopted by two-thirds of all directors recommend to the
stockholders the adoption of any such amendment, the stockholders of record
holding two-thirds of the outstanding shares of stock of the Corporation,
entitled to vote in elections of directors may amend, modify, or repeal Article
VIII, Article IX, and Article X.
WITNESS THE SIGNATURES of the Incorporators, this the 19th day of March, 1957.
<TABLE>
<S> <C>
Owen Cooper John C. Satterfield
- ----------------------------------- -----------------------------------
George W. Godwin William B. Dunwoody
- ----------------------------------- -----------------------------------
LeRoy P. Percy Robert M. Hearin
- ----------------------------------- -----------------------------------
Charles S. Whittington E. W. Haining
- ----------------------------------- -----------------------------------
Luther W. Wade N. S. Rogers
- ----------------------------------- -----------------------------------
M. T. Reed Edmund L. Brunini
- ----------------------------------- -----------------------------------
George D. Perry William H. Mounger
- ----------------------------------- -----------------------------------
Robert D. Morrow L. G. Milam, Jr.
- ----------------------------------- -----------------------------------
Fred A. Anderson, Jr.
- ----------------------------------- -----------------------------------
J. R. Smithson
- ----------------------------------- -----------------------------------
S. Hudson Kyle
- ----------------------------------- -----------------------------------
F. E. Allen
- ----------------------------------- -----------------------------------
Dwain G. Luce
- ----------------------------------- -----------------------------------
</TABLE>
<PAGE> 28
STATE OF MISSISSIPPI
COUNTY OF HINDS
This day personally appeared before me, the undersigned
authority in and for said county and state, Owen Cooper, George W. Godwin,
LeRoy P. Percy, Charles S. Whittington, Luther W. Wade, M. T. Reed, George D.
Perry, Robert D. Morrow, Fred A. Anderson, Jr., J. R. Smithson, S. Hudson
Kyle, F. E. Allen, Dwain G. Luce, John C. Satterfield, William B. Dunwoody,
Robert M. Hearin, E. W. Haining, N. S. Rogers, Edmund L. Brunini, Wm. H.
Mounger and L. G. Milam, Jr., incorporators or the corporation known as FIRST
MISSISSIPPI CORPORATION, who acknowledged that they signed and executed the
above and foregoing Articles of Incorporation as their act and deed on this the
19th day of March, 1957.
/s/ Frank T. Williams
-----------------------------------
Frank T. Williams
NOTARY PUBLIC
The foregoing restatement of the Charter of Incorporation of First
Mississippi Corporation was authorized by the Board of Directors of First
Mississippi Corporation on February 9, 1993. This restatement does not include
any amendments to the Charter of Incorporation.
WITNESS MY SIGNATURE, this the 14th day of September, 1993.
/s/ R. Michael Summerford
--------------------------------------------------
R. Michael Summerford
Vice-President, First Mississippi Corporation
<PAGE> 29
ARTICLES OF AMENDMENT
(Attach conformed copy)
[x] PROFIT [ ] NONPROFIT
(Mark appropriate box)
The undersigned corporation, pursuant to Section 79-4-10.06 (if a profit
corporation) or Section 79-11-305 (if a nonprofit corporation) of the
Mississippi Code of 1972, hereby executes the following document and sets
forth:
1. The name of the corporation is: First Mississippi Corporation
-------------------------------------------
2. Set forth the text of each amendment adopted. (Attach page.)
3. If a profit amendment provides for an exchange, reclassification, or
cancellation of issued shares, set forth the provisions for implementing the
amendment if they are not contained in the amendment itself. (Attach page.)
4. The amendment(s) was(were) adopted November 11, 1994
-------------------------------------
DATE(S)
FOR PROFIT CORPORATION
(a) adopted by [ ] the incorporators [x] directors without shareholder
action and shareholder action was not required. (Check appropriate box.)
FOR NONPROFIT CORPORATION
(b) adopted by [ ] board of directors [ ] incorporators without member
action and member action was not required. (Check appropriate box.)
FOR PROFIT CORPORATIONS
5. If the amendment was approved by shareholders:
(a) The designation, number of outstanding shares, number of votes
entitled to be cast by each voting group entitled to vote separately
on the amendment, and the number of votes of each voting group
indisputably represented at the meeting was:
No. outstanding No. of votes No. of votes
Designation shares entitled to be cast indisputably represented
- ----------- --------------- ------------------- -------------------------
=========== =============== =================== =========================
(b) Either the total number of votes cast for and against the amendment
by each voting group entitled to vote separately on the amendment was:
Total no. of Total no. of
Working group votes cast FOR votes cast AGAINST
------------- -------------- ------------------
============= =============== ==================
or the total number of undisputed votes cast for the amendment by each
voting group was:
Total no. of undisputed
Voting group votes cast FOR the plan
------------ -----------------------
============ =======================
and the number cast for the amendment by each voting group was
sufficiently approved by the voting group.
FOR NONPROFIT CORPORATIONS
6. If the amendment was approved by the member:
(a) The designation, number of memberships outstanding, number of
votes entitled to be cast by each class entitled to vote separately on
the amendment and number of votes of each class indisputably
represented at the meeting was:
No. memberships No. of votes No. of votes
Designation outstanding entitled to be cast indisputably represented
- ----------- --------------- ------------------- -------------------------
=========== =============== =================== =========================
(b) Either
(i) the total number of votes cast for and against the amendment by
each class entitled to vote separately on the amendment was:
Total no. of votes cast Total no. of votes cast
Voting class FOR the amendment AGAINST the amendment
------------ ------------------------ ------------------------
============ ======================== ========================
or
(ii) the total number of undisputed votes cast for the amendment by
each class was:
Total no. of
undisputed votes cast
Voting group FOR the amendment
------------ ----------------------
============ ======================
and the number cast for the amendment by each class was
sufficient for approval by that voting group.
BY R. M. Summerford, Vice-President /s/ R. M. Summerford
-------------------------------- --------------------
PRINTED NAME/CORPORATE TITLE SIGNATURE
<PAGE> 30
First Mississippi Corporation
1994-1 Series Convertible Preferred Stock
The Chairman advised the Board of the necessity of a
resolution authorizing a series of convertible preferred stock to be issued at
the time of conversion of the 1994-1 Series Convertible Subordinated Debentures
under the 1988 Long-Term Incentive Plan. Upon motion duly made, seconded and
unanimously passed, the following resolution was passed:
WHEREAS, the Articles of Incorporation, as amended,
of this Corporation authorize the issuance of up to 20,000,000
shares of preferred stock issuable from time to time in one or
more series; and
WHEREAS, the Board of Directors of this Corporation
is authorized in its Articles of Incorporation to determine
the form, class, series and amounts in which such preferred
stock shall be issued; the price or prices (not less than par)
at which such stock shall be sold; the dividend, conversion
rates, conversion prices, par value, voting privileges,
redemption prices, maturity dates, and any other terms and
conditions relative to the issuance of such preferred stock;
and
WHEREAS, the only preferred stock previously
authorized for issuance by the Board of Directors consists of
136,500 shares of 1984-A Series Convertible Preferred Stock,
109,700 shares of 1985-A Series Convertible Preferred Stock,
1,000,000 shares of Series X Junior Participating Preferred
Stock, 195,000 shares of 1986-A Series Convertible Preferred
Stock, 42,600 shares of 1982-A Series Convertible Preferred
Stock, 195,200 shares of 1982-B Series Convertible Preferred
Stock, 33,200 shares of 1982-C Series Convertible Preferred
Stock, 14,500 shares of 1982-D Series Convertible Preferred
Stock, 51,000 shares of 1983-A Series Convertible Preferred
Stock, 5,000 shares of 1984-B Series Convertible Preferred
Stock, 97,000 shares of 1987-A Series Convertible Preferred
Stock, 156,000 shares of 1988-A Series Convertible Preferred
Stock, 11,000 shares of 1988-1 Series Convertible Preferred
Stock, 103,000 shares of 1989-A Series Convertible Preferred
Stock, 45,000 shares of 1989-1 Series Convertible Preferred
Stock, 11,000 shares of the 1989-2 Series Convertible
Preferred Stock, 138,000 shares of the 1990-1 Series
Convertible Preferred Stock, 11,000 shares of the 1990-2
Series Convertible Preferred Stock, 155,000 shares of the
1991-1 Series Convertible Preferred Stock, 11,000 shares of
the 1991-2 Series Convertible Preferred Stock, 11,000 shares
of the 1992-1 Series Convertible Preferred Stock and pursuant
to its authority, the
<PAGE> 31
Board of Directors desires to establish an additional series
of preferred stock known as the "1994-1 Series Convertible
Preferred Stock" to be available for issuance solely upon
conversion of the Corporation's 1994-1 Series Convertible
Subordinated Debentures related to those certain debenture
options automatically granted November 14, 1994, and further
desires to determine and fix the rights, preferences and other
terms and conditions relating to such series and the number of
shares constituting such series;
NOW, THEREFORE, BE IT RESOLVED, that the Board of
Directors hereby establishes a series of preferred stock of
the Corporation to be designated 1994-1 Series Convertible
Preferred Stock, which shall be available for issuance solely
upon conversion of the Corporation's 1994-1 Series Convertible
Subordinated Debentures, which, in turn, will be available for
issuance in accordance with and upon exercise of certain
options, all of which shall be granted on the same date
pursuant to the Corporation's 1988 Long-Term Incentive Plan,
entitling the holders thereof to purchase such series of
debentures (such date being referred to as the "Original Grant
Date");
BE IT FURTHER RESOLVED, that the 1994-1 Series
Convertible Preferred Stock shall consist of 11,000 shares;
BE IT FURTHER RESOLVED, that the rights, preferences
and other terms and conditions of the 1994-1 Series
Convertible Preferred Stock shall be as follows:
1. PAR VALUE. The par value for the 1994-1 Series
Convertible Preferred Stock shall be $1.00 per share.
2. DIVIDENDS. The holders of record of 1994-1 Series
Convertible Preferred Stock shall be entitled to receive, out
of funds legally available therefor, cash dividends at the
rate of $.05 per share per quarter. All dividends payable
hereunder shall be payable quarterly or otherwise as the Board
of Directors may from time to time determine when and as
declared by the Board of Directors. The right to such
dividends on 1994-1 Series Convertible Preferred Stock shall
not be cumulative and no right shall accrue to the holders of
such shares by reason of the fact that dividends on such
shares are not declared in any prior year. The holders of
1994-1 Series Convertible Preferred Stock shall be entitled to
no other cash dividends in excess of the dividends at said
rate.
<PAGE> 32
3. REDEMPTION. The 1994-1 Series Convertible Preferred
Stock may be redeemed, in whole or in part, at the option of
the Corporation by vote of its Board of Directors, at any time
or from time to time, at a redemption price per share equal to
the "Purchase Price," as defined below, plus an amount equal
to all dividends declared but unpaid at the dated fixed for
redemption, and such price, plus such dividends, is
hereinafter referred to as the "Redemption Price." The
Purchase Price per share shall be the market value, as
determined by the Board of Directors, of one share of the
Corporation's Common Stock on the Original Grant Date.
In case of the redemption of only a part of the outstanding
1994-1 Series Convertible Preferred Stock, this Corporation
shall designate by lot the shares to be redeemed or shall
effect such redemption pro rata.
Not more than 60 days, but at least 20 days prior to the date
fixed for redemption, a written notice shall be mailed to each
holder of record of 1994-1 Series Convertible Preferred Stock
whose shares are to be redeemed, by certified mail with
postage prepaid, addressed to each such holder at his address
as shown on the records of the Corporation (a) notifying each
holder of the election of the Corporation to redeem such
shares, (b) stating the date fixed for redemption thereof, (c)
setting forth the Redemption Price, and (d) stating the place
at which each such holder may obtain payment of the Redemption
Price upon surrender of his share certificates.
On or after the date fixed in such notice of redemption, each
holder of 1994-1 Series Convertible Preferred Stock to be
redeemed shall present and surrender his certificate or
certificates representing such stock to this Corporation at a
place designated in such notice and thereupon the Redemption
Price of such shares shall be paid to or on the order of the
person whose name appears on such certificate or certificates
as the owner thereof and each surrendered certificate shall be
canceled. In case less than all of the shares represented by
any such certificate are redeemed, a new certificate shall be
issued representing the unredeemed shares. From and after the
date fixed in any such notice as the date of redemption,
unless default is made in the payment of the Redemption Price,
all rights of the holders thereof as shareholders of the
Corporation, except the right to receive the Redemption Price,
shall cease and determine, and such shares shall not
there-after be transferred on the books of the Corporation,
and such stock shall not be deemed to be outstanding for any
purpose whatsoever.
<PAGE> 33
The Corporation may at its option at any time after such
notice of redemption has been given, deposit a sum sufficient
to redeem, on the date fixed for redemption, the shares of
1994-1 Series Convertible Preferred Stock called for
redemption and not yet redeemed with a bank or trust company
in Mississippi, as a trust fund for the benefit of the
respective holders of the shares designated for redemption,
and such deposit, from and after the date fixed for
redemption, shall constitute full payment of the Redemption
Price of the shares to the holders thereof and shall be
conclusive evidence that no default shall be made in the
payment of the Redemption Price as to such shares.
Shares of the 1994-1 Series Convertible Preferred Stock
redeemed by the Corporation shall not thereafter be disposed
of as shares of such Series, but upon acceptance by the
Secretary of State of Mississippi for filing of a statement of
cancellation relating to the redeemed shares, such shares
shall become authorized and unissued shares of Preferred Stock
which may be designated as shares of any other series.
4. LIQUIDATION PREFERENCE. In the event of any
voluntary or involuntary dissolution, liquidation or winding
up of the Corporation, the holders of shares of 1994-1 Series
Convertible Preferred Stock outstanding shall be entitled to
receive, or to have deposited in trust for them as provided in
Section 3 here-of, out of assets of the Corporation, before
any distribution of any assets shall be made to the holders of
Common Stock or other shares junior to the 1994-1 Series
Convertible Preferred Stock as to distribution of assets, an
amount which shall be equal to the Purchase Price, as defined
above, for such shares plus declared but unpaid dividends
thereon. After the holders of 1994-1 Series Convertible
Preferred Stock shall have received such amount, they shall
not participate in any remaining assets and surplus funds of
the Corporation.
If the amounts which each of the holders of the shares of the
1994-1 Series Convertible Preferred Stock, and any other
series of Preferred Stock of the Corporation ranking equally
as to distribution of assets with the shares of 1994-1 Series
Convertible Preferred Stock, are entitled to receive in such
events are not paid, or deposited in trust, in full, the
shares of 1994-1 Series Convertible Preferred Stock and of
such other series shall share ratably in any distribution of
assets in accordance with the amounts which would be payable
on such distribution if all amounts to which the holders of
the 1994-1 Series Convertible Preferred Stock and of each such
series are entitled were paid, or deposited in trust, in full.
<PAGE> 34
Neither the merger of the Corporation with or into any other
Corporation nor the sale of all or substantially all of its
assets shall be deemed a dissolution, liquidation or winding
up of the Corporation within the meaning of this Section.
5. CONVERSION RIGHTS. The holders of shares of 1994-1
Series Convertible Preferred Stock shall have conversion
rights as follows:
(a) The shares of 1994-1 Series Convertible
Preferred Stock shall be convertible, at the option of the
respective holders thereto, at the office of the Corporation
into fully paid and nonassessable shares of Common Stock of
the Corporation, as follows:
(i) The number of shares of Common Stock
into which a share of 1994-1 Series Convertible Preferred
Stock is to be converted shall be determined by multiplying
one share times the "Conversion Multiplier," as described
below. On the "Original Grant Date," as defined above, the
Conversion Multiplier shall be one, and unless and until the
Conversion Multiplier is adjusted as provided below, each
share of 1994-1 Series Convertible Preferred Stock shall be
convertible into one share of Common Stock.
(ii) If the Corporation shall at any time
after the Original Grant Date effect a subdivision of the
outstanding Common Stock, the Conversion Multiplier then in
effect immediately before such subdivision shall be
proportionately increased, and conversely, if the Corporation
shall at any time after the Original Grant Date combine the
outstanding shares of Common Stock, the Conversion Multiplier
then in effect immediately before such combination shall be
proportionately decreased. Any adjustment hereunder shall
become effective at the close of business on the date the
subdivision or combination becomes effective.
(iii) If the Corporation shall at any time
after the Original Grant Date make or issue, without payment
of consideration, a dividend or other distribution payable in
additional shares of Common Stock, the Conversion Multiplier
then in effect shall be increased as of the close of business
on the record date for the determination of holders entitled
thereto or the date on which the stock transfer books of the
Corporation are closed with respect thereto, or, if no such
record date has been fixed and the stock transfer books are
not so closed, the date of such making or
<PAGE> 35
issuance, by multiplying the Conversion Multiplier then in
effect by a fraction:
(A) the numerator of which shall be
the total number of shares of Common Stock issued and
outstanding immediately prior to such date, plus the number of
shares of Common Stock issuable in payment of such dividend or
distribution; and
(B) the denominator of which shall
be the total number of shares of Common Stock issued and
outstanding immediately prior to such date;
Provided, however, that if such record date shall have been
fixed or if the stock transfer books are so closed and such
dividend is not fully paid or if such distribution is not
fully made on the date therefor, the Conversion Multiplier
shall be recomputed accordingly as of the close of business on
such date of alteration.
(iv) If the Corporation shall at any time
after the Original Grant Date make or issue, without payment
of consideration, a dividend or other distribution payable to
holders of Common Stock in securities or other assets of the
Corporation (other than cash or shares of Common Stock),
provisions shall be made so that the holders of the 1994-1
Series Convertible Preferred Stock shall receive upon the
conversion thereof in addition to the number of shares of
Common Stock receivable thereupon, the amount of securities or
other assets of the Corporation that they would have received
had their 1994-1 Series Convertible Preferred Stock been
converted into Common Stock on the date of such event and had
they thereafter, during the period from the date of such event
to and including the conversion date, retained such securities
or other assets receivable by them as aforesaid during such
period, giving application to all adjustments called for
during such period under this Section 5 with respect to the
rights of the holders of the 1994-1 Series Convertible
Preferred Stock.
(v) In case of any capital
reorganization or any reclassification of the capital stock of
the Corporation or in case of the consolidation or merger of
the Corporation with or into another corporation or the
conveyance of all or substantially all of the assets of the
Corporation to another corporation, each share of 1994-1
Series Convertible Preferred Stock shall thereafter be
convertible into the number of shares of stock or other
securities or property to which a holder of the number of
shares of Common Stock of the
<PAGE> 36
Corporation deliverable upon conversion of such shares of
1994-1 Series Convertible Preferred Stock would have been
entitled upon such reorganization, reclassification,
consolidation, merger or conveyance; and in any such case,
appropriate adjustment (as determined in good faith by the
Board of Directors) shall be made in the application of the
provisions herein set forth with respect to the rights and
interests thereafter of the holders of the shares of 1994-1
Series Convertible Preferred Stock, to the end that the
provisions set forth herein shall thereafter be applicable, as
nearly as reasonably may be, in relation to any shares of
stock or other property thereafter deliverable upon the
conversion of the shares of 1994-1 Series Convertible
Preferred Stock.
(vi) In each case of an adjustment of the
Conversion Multiplier or the number of shares of Common Stock
or other securities issuable upon conversion of the 1994-1
Series Convertible Preferred Stock, the Corporation shall
compute such adjustment in accordance herewith and prepare a
certificate showing such adjustment, and shall, upon request,
provide a copy of such certificate to each registered holder
of the 1994-1 Series Convertible Preferred Stock. The
certificate shall set forth such adjustment, showing in detail
the facts upon which such adjustment is based, including a
statement of (A) the Conversion Multiplier at the time in
effect for the 1994-1 Series Convertible Preferred Stock, and
(B) the number, type and amount, if any, of other property
that at the time would be received upon conversion of the
1994-1 Series Convertible Preferred Stock.
(b) Before any holder of 1994-1 Series
Convertible Preferred Stock shall be entitled to convert the
same into shares of Common Stock, he shall surrender the
certificate or certificates therefor, duly endorsed, at the
office of the Corporation and shall give written notice to the
Corporation that he elects to convert the same and shall state
in writing therein the name or names in which he wishes the
certificate or certificates for shares of Common Stock to be
issued. If the holder fails to specify the name in which
certificates are to be issued, they shall be issued in his
name. The Corporation, as soon as practicable thereafter,
shall issue and deliver at such office to such holder of
1994-1 Series Convertible Preferred Stock, or to his nominee
or nominees, certificates for the number of full shares of
Common Stock to which he shall be entitled as aforesaid,
together with cash in lieu of any fraction of a share as
hereinafter provided. Such conversion shall be deemed to have
been made as of the date of such surrender of the shares of
1994-1 Series Convertible Preferred Stock to be converted (or,
in
<PAGE> 37
the event of a proposed redemption and if the Corporation so
allows, on the date of receipt of satisfactory notice of
conversion if certificates of 1994-1 Series Convertible
Preferred Stock so converted are thereafter delivered to the
Corporation within 30 days), and the person or persons
entitled to receive the shares of Common Stock issuable upon
such conversion shall be treated for all purposes as the
record holder or holders of such shares of Common Stock on
said date.
(c) In case:
(i) the Corporation shall take a record
of the holders of shares of its Common Stock for the purpose
of entitling them to receive a dividend, or any other
distribution, other than ordinary cash dividends; or
(ii) the Corporation shall take a record
of the holders of shares of its Common Stock for the purpose
of entitling them to subscribe for or purchase any shares of
stock of any class or to receive any other rights; or
(iii) of any capital reorganization of the
Corporation, reclassification of the capital stock of the
Corporation (other than a subdivision or combination of its
outstanding shares of Common Stock), consolidation or merger
of the Corporation with or into another corporation, or
conveyance of all or substantially all of the assets of the
Corporation into another corporation; or
(iv) of the voluntary or involuntary
dissolution, liquidation or winding up of the Corporation,
then the Corporation shall cause to be mailed to the holders
of record of 1994-1 Series Convertible Preferred Stock or any
security convertible into 1994-1 Series Convertible Preferred
Stock at their last addresses as they shall appear on the
records of the Corporation, at least 20 days (or 10 days in
any case specified in clauses (1) and (2) above) prior to the
applicable record date hereinafter specified, a notice stating
(1) the date on which a record is to be taken for the purpose
of such dividend or distribution of rights, or, if a record is
not to be taken, the date as of which the holders of Common
Stock of record would be entitled to such dividend or
distribution of rights, or (2) the date on which such capital
reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding up is expected to become
effective, and the date as of which it is expected that the
holders of
<PAGE> 38
Common Stock of record shall be entitled to exchange their
shares of Common Stock for securities or other assets
deliverable upon such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or
winding up.
(d) The Corporation will at all times reserve and
keep available out of its authorized Common Stock and/or
shares of its Common Stock then owned or held by or for the
account of the Corporation, solely for the purpose of delivery
upon conversion of 1994-1 Series Convertible Preferred Stock,
such number of shares of Common Stock as shall then be
deliverable upon the conversion of all outstanding or
potentially issuable 1994-1 Series Convertible Preferred
Stock. All shares of Common Stock which shall be so
deliverable shall be duly and validly issued and fully paid
and nonassessable.
(e) If any shares of Common Stock required to be
reserved for purposes of conversion of 1994-1 Series
Convertible Preferred Stock require registration with or
approval of any governmental authority under any federal or
state law, or listing upon any national securities exchange,
before such shares may be issued upon conversion, the
Corporation will in good faith and as expeditiously as
possible endeavor to cause such shares to be duly registered,
approved or listed, as the case may be.
(f) The Corporation will pay any and all issue
and other taxes that may be payable in respect of any issue or
delivery of shares of Common Stock on conversion of shares of
1994-1 Series Convertible Preferred Stock pursuant hereto.
The Corporation shall not, however, be required to pay any tax
which may be payable in respect of any transfer involved in
the issue and delivery of shares of Common Stock in a name
other than that in which the shares of 1994-1 Series
Convertible Preferred Stock so converted were registered, and
no such issue or delivery shall be made unless and until the
person requesting such issue has paid to the Corporation the
amount of any such tax, or has established, to the
satisfaction of the Corporation, that such tax has been paid.
(g) No fractional shares of Common Stock shall be
issued upon the conversion of shares of 1994-1 Series
Convertible Preferred Stock. If any fractional interest in a
share of Common Stock would, except for the provisions of the
Subsection, be deliverable upon the conversion of any shares
of 1994-1 Series Convertible Preferred Stock, the Corporation
shall, in lieu of delivering the fractional share therefor,
adjust such fractional interest by payment to the holder of
such surrendered shares of 1994-1 Series Convertible Preferred
Stock of an amount in cash equal (computed to the nearest
cent) to the current market value of such fractional interest,
as determined in good faith by the Board of Directors of the
Corporation.
6. VOTING RIGHTS. Except as provided by law or as
provided above, the holders of 1994-1 Series Convertible
Preferred Stock shall not be entitled to notice of
stockholders' meetings or to vote upon the election of
directors or upon any other matter.
<PAGE> 1
EXHIBIT 3(ii)
BYLAWS
OF
FIRST MISSISSIPPI CORPORATION
(With all Amendments through November 11, 1994)
ARTICLE I.
NAME AND OFFICES
1.1 The name of this corporation shall be FIRST
MISSISSIPPI CORPORATION.
1.2 The principal or home office shall be in the City of
Jackson, County of Hinds, State of Mississippi.
1.3 The corporation may also have offices at such other
places as the board of directors may from time to time appoint or as the
business of the corporation may require.
ARTICLE II.
STOCKHOLDERS' MEETINGS
2.1 The place of all meetings of the stockholders shall
be the principal office of the corporation in the City of Jackson, County of
Hinds, State of Mississippi, or such other place within or without the State of
Mississippi as shall be determined from time to time by the board of directors,
and the place at which such meeting shall be held shall be stated in the call
and notice of the meeting.
2.2 The annual meeting of the stockholders of the
corporation for the election of directors to succeed those whose terms expire
and for the transaction of such other business as may properly come before the
meeting shall be held each year upon such date as may be determined by the
board of directors. If the annual meeting of the stockholders is not held as
herein prescribed, or the election of directors shall not be had at such
meeting or an adjournment thereof, the election of directors may be held at any
meeting thereafter called pursuant to these bylaws.
2.3 The voting at all meetings of the stockholders may
be viva voce, but twenty five percent (25%) of the stockholders present in
person and by proxy may demand a stock vote whereupon such stock vote shall be
taken. Persons voting proxies certified to by the secretary or assistant
secretary of the corporation may vote the proxies as a whole. Persons voting
proxies not certified by the
<PAGE> 2
secretary or assistant secretary shall state the name for whom the proxy is
held and the number of shares voted by proxy.
2.4 Every stockholder shall have the right to vote in
person or by proxy the number of shares of stock owned by him for as many
persons as there are directors to be elected or to cumulate said shares so as
to give one candidate as many votes as the number of directors multiplied by
the number of his shares of stock shall equal or distribute them on the same
principle among as many candidates as he shall see fit.
2.5 At any meeting of the stockholders, every
stockholder having the right to vote shall be entitled to vote in person or by
proxy appointed by an instrument in writing subscribed by such stockholder and
bearing a date not more than eleven months prior to said meeting, unless said
instrument provides for a longer period. Each stockholder shall have one vote
for each share of stock having voting power, registered in his name on the
books of the corporation, and except where the transfer books of the
corporation shall have been closed or a date has been fixed as a record date
for the determination of its stockholders entitled to vote, no share of stock
shall be voted at the annual meeting of the stockholders which shall have been
transferred on the books of the corporation within twenty days next preceding
such meeting. If more than one proxy shall be presented from the same
stockholder, the last one executed shall govern. The date shown thereon shall
be prima facie correct; but if any is found by the board of directors or by the
inspectors of election or by a committee appointed by the board of directors to
have been postdated, the same shall be void. In case of any conflict the
action of the board of directors thereon shall govern.
2.6 A complete list of the stockholders entitled to vote
at the annual meeting, arranged in alphabetical order, and the number of voting
shares held by each, shall be prepared by the Secretary, who shall have charge
of the stock ledger, and filed in the principal office of the Company or in the
office where the meeting is to be held, at least ten (10) days before every
annual meeting, and shall, during the usual hours for business, and during the
whole time of said meeting, be open to the examination of any stockholder.
2.7 Special meetings of the stockholders may be called
by the chairman of the board of directors or by the president or by majority of
the board of directors and shall be called at any time by the chairman of the
board of directors, the president or any vice president, or the secretary or
the treasurer, upon the written request of stockholders owning one-tenth (1/10)
of the outstanding stock of the corporation entitled to vote at such meeting.
The purpose or purposes for which a special meeting is called shall be stated
in the written or printed notice of the meeting.
2.8 Notice of the time and place of the annual meeting
of stockholders shall be given by mailing written or printed notice of the same
at least twenty (20) days, and not more than sixty (60) days, prior to the
meeting, and notice of the time and place of special meetings shall be given by
written or printed notice of the
<PAGE> 3
same at least ten (10) days and not more than sixty (60) days prior to the
meeting, with postage prepaid, to each stockholder of record of the corporation
entitled to vote at such meeting, and addressed to the address appearing on the
stock transfer books of the corporation. The board of directors may fix in
advance a date, not exceeding seventy (70) days preceding the date of any
annual meeting of stockholders, as a record date for the determination of the
stockholders entitled to notice of and to vote at any such meeting. No notice
need be given of any adjourned meeting of the stockholders except in the
instance named in Section 2.10.
2.9 A quorum at any annual or special meeting of
stockholders shall consist of stockholders representing, either in person or by
proxy, a majority of the outstanding capital stock of the corporation entitled
to vote at such meeting.
2.10 If a quorum is not present at an annual or a
properly called stockholders' meeting, the meeting may be adjourned by those
present, and if a notice for at least ten (10) days of such adjourned meeting
shall be mailed to all stockholders entitled to vote thereat, containing the
time and place of holding such adjourned meeting and a statement of the purpose
of the meeting (if it is a special meeting), that the previous meeting failed
for lack of a quorum, and that under the provisions of this section it is
proposed to hold the adjourned meeting with a quorum of those present, then, at
such adjourned meeting, one-third (1/3) of the shares entitled to vote thereat,
represented by person or by proxy, shall constitute a quorum, and the votes of
a majority in interest of those present at such meeting shall be sufficient to
transact business unless a greater vote is required by these bylaws, the
charter of incorporation or by law.
2.11 At each meeting of stockholders the board of
directors or the presiding officer shall have the right, at their sole option,
to appoint one or more inspectors of election. The inspectors shall receive
all proxies and ballots, determine all challenges and questions arising in
connection with the right to vote, and count and tabulate all votes, ballots or
consents and determine the result. If for any reason the board of directors or
the presiding officer fails to appoint at least one inspector, then in that
event the secretary of the corporation or any other corporate official
designated by the presiding officer shall be empowered with all of the
responsibilities and authority of the inspectors of election.
2.12 At the annual meeting of shareholders, only such
business shall be conducted as shall have been properly brought before the
meeting. To be properly brought before an annual meeting, business must be
specified in the Notice of Meeting given by or at the direction of the board of
directors, otherwise properly brought before the meeting by or at the direction
of the board of directors or otherwise properly brought before the meeting by a
shareholder. For business to be properly brought before the annual meeting by
a shareholder, including the nomination of a director, the shareholder must
have given timely notice thereof in writing to the Secretary-Treasurer of the
Company. To be timely, a shareholder's notice must be delivered to or mailed
and received at the principal executive offices of the Company not more than
five (5) business days after the giving of the notice of the date and place of
the meeting to the shareholders as required in Section 2.8 of these bylaws. A
shareholder's notice to the Secretary-Treasurer shall inform as to each matter
the shareholder proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the annual
<PAGE> 4
meeting and the reasons for conducting such business at the annual meeting,
(ii) the name and record address of the shareholder proposing such business,
(iii) the class and numbers of shares of the Company which are beneficially
owned by the shareholder and (iv) any material interest of the shareholder in
such business. Notwithstanding anything in the Bylaws to the contrary, no
business shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Section 2.12. The chairman of the annual meeting
shall, if the facts warrant, determine and declare at the meeting that business
was not properly brought before the meeting in accordance with the provisions
of this Section 2.12, and if he should so determine, he shall so declare to the
meeting and any such business not properly before the meeting shall not be
transacted.
ARTICLE III.
BOARD OF DIRECTORS
3.1 The management of the affairs, property, and
business of the corporation shall be vested in a board of directors, who shall
be chosen as hereinafter set forth and who shall hold office until their
successors are elected and qualify. Directors shall be stockholders and a
transfer by a director of all of his stock in the corporation shall operate as
a resignation of his office. In addition to the powers and authorities by
these bylaws and the charter of incorporation expressly conferred upon it, the
board of directors may exercise all such powers of the corporation and do all
such lawful acts and things as are not by law or by the charter or by these
bylaws required to be exercised or done by the stockholders.
3.2 The board of directors shall consist of twelve (12)
persons. No person shall be elected to serve on the board of directors after
attaining sixty-nine (69) years of age.
3.3 The first board of directors shall consist of three
groups, the terms of office thereof expiring as follows: The first group at
the annual stockholders' meeting in 1958; the second group at such meeting in
1959 and the third group at such meeting in 1960. Thereafter, the directors of
the corporation shall be divided into three groups which shall be as nearly
equal as may be possible. At each annual stockholders' meeting held
thereafter, the successors of the group of directors whose terms expire in that
year shall be elected to hold office for a full term of three years, so that
the term of office of one group of directors shall expire each year; provided,
however, that the term of office of the directors of each group shall continue
until the election and qualification of the successors to the directors of such
group. After the division of directors into groups, any additional directors
who may be elected as herein provided shall be assigned to the various groups
so as to maintain the number in each group as nearly equal as possible.
3.4 The board of directors shall by resolution entered
on its minutes determine and fix the authority and duties of officers and
employees with respect to the signing on behalf of the Company of all checks,
drafts, deeds, leases, contracts, assignments, and other instruments, documents
and papers of every kind and character whatsoever.
<PAGE> 5
3.5 All vacancies in the board of directors, whether
caused by resignation, death, increase in the number of directors, or
otherwise, shall be filled by election by the board of directors. If the term
of the replacement or new director extends beyond the next meeting of
stockholders, then the balance of the term beyond that stockholders' meeting is
subject to confirmation by a vote of the stockholders. Each such director
elected shall hold office until his successor is elected and qualifies.
3.6 Regular or special meetings of the board of
directors may be held at the principal office of the corporation or at such
other place or places, within or without the State of Mississippi, as the board
of directors may from time to time designate, and at such meetings any and all
business of the corporation may be transacted without the necessity of stating
in the call the matters to be considered.
3.7 Special meetings of the board of directors may be
called at any time by the chairman of the board or president or by two-thirds
(2/3) of the number of directors specified in Section 3.2, to be held at the
principal office of the corporation or at such other place within the State of
Mississippi, as may be designated in such call, and at such meetings any and
all business of the corporation may be transacted without the necessity of
stating in the call the matters to be considered.
3.8 Notice of all meetings of the board of directors
(except the first meeting and the annual meetings as provided in Section 3.6
(above) shall be given in writing to each director by not less than two (2)
days service of the same by telegram or in person or by not less than five (5)
days service of the same by letter. Provided, that by unanimous consent of the
directors executed before or after such meeting, meetings at any time or place
may be held without notice. And, provided further, that if, in the opinion of
the chairman of the board, chairman of the executive committee or the
president, there exists a reason to do so, the board may meet by a telephone
conference hookup upon eight (8) hours advance notice unless waived by
unanimous consent of the directors executed before or after such meeting. Such
telephone meetings of the board shall be valid and the action taken shall be
binding if a reasonable effort was made to have all directors on the telephone
meeting and a quorum of directors participate in the telephone meeting. All
business presented and discussed at said telephone meeting shall be set forth
in the minutes of said meeting, and the minutes shall be mailed to all
directors as soon as possible following said meeting.
3.9 A quorum at all meetings of the board of directors
shall consist of a majority of the whole board. The act of the majority of the
directors at a meeting at which a quorum is present shall be the act of the
board of directors, except for the following: (a) the affirmative vote of not
less than two-thirds (2/3) of all directors shall be required to approve any
plan of merger, consolidation or reorganization and to recommend to the
stockholders any merger, consolidation or reorganization of the Company into or
with any other corporation, domestic or foreign, (b) the affirmative vote of
not less than two-thirds (2/3) of all directors shall be required to modify,
add to or delete from these bylaws, and (c) the affirmative vote of not less
than four-fifths (4/5) of all directors shall be required to amend, modify or
delete Section 3.2 or Section 3.3 of these bylaws.
<PAGE> 6
3.10 Standing or temporary committees may be appointed
from its own number by the board of directors from time to time, and the board
of directors may from time to time invest such committees with such powers as
it may see fit, subject to such conditions as may be prescribed by such board.
An executive committee may be appointed by resolution passed by a majority of
the whole board; it shall have all the powers vested in the board; provided,
however, that the executive committee shall not have the authority of the board
of directors in reference to amending the articles of incorporation, adopting a
plan of merger or consolidation, recommending to the stockholders the sale,
lease, exchange, mortgage, pledge or other disposition of all or substantially
all the property and assets of the corporation other than in the usual and
regular course of business, recommending to the stockholders a voluntary
dissolution of the corporation or a revocation thereof, or amending the bylaws
of the corporation.
3.11 Directors shall be paid such compensation as shall
be fixed by resolution of the board of directors. In addition, a fixed per
diem plus expenses of attendance, if any, may be allowed for attendance at each
regular or special meeting of the board or for attending committee meetings.
Nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.
ARTICLE IV.
OFFICERS
4.1 The officers of the Company shall be a chairman of
the board of directors, a president, such vice presidents as may be designated
by the board, a secretary, a treasurer, and a general counsel, each of whom
shall be elected by the affirmative vote of two-thirds (2/3) of all directors,
and who shall hold office for a term of one year and thereafter until their
successors are elected and qualify. The board of directors may also choose
such additional officers, including an executive vice-president, as they may
deem desirable. The chairman of the board and the president must be a member
of the board of directors. By resolution adopted by the board of directors,
any two offices may be united in one person except the offices of president and
secretary. Any officer may be removed by the affirmative vote of two-thirds
(2/3) of all directors.
4.2 The Chairman of the board shall preside at all
meetings of the directors, and shall be ex-officio member of all standing
committees of the board. He shall perform all such other duties as are
incident to his office or properly required of him by the board of directors.
4.3 The president shall preside at all meetings of the
stockholders and shall have general supervision of the affairs of the
corporation. He shall make reports to the board of directors and stockholders,
and shall perform all such other duties as are incident to his office or are
properly required of him by the board of directors.
4.4 The vice-presidents, in the order designated by the
board of directors, shall exercise the functions of the president during the
absence or disability of the president. Each
<PAGE> 7
vice-president, including an executive vice-president, shall have such powers
and discharge such duties as may be assigned to him from time to time by the
board of directors.
4.5 The secretary shall issue notices for all meetings,
except that the notice for special meetings of directors called at the request
of the required two-thirds (2/3) members as provided in Section 3.7 may be
issued by such directors, shall keep minutes of all meetings, shall have charge
of the seal and the corporate books, and shall make such reports and perform
such other duties as are incident to his office, or are properly required of
him by the board of directors.
4.6 The treasurer shall have the custody of all monies
and securities of the corporation and shall keep regular books of account.
Except as may be otherwise provided by the board of directors under Section
6.2, he shall disburse the funds of the corporation, or as may be ordered by
the board of directors, taking proper voucher for disbursement, and shall
render to the board of directors, from time to time as may be required of him,
an account of all transactions as treasurer and of the financial condition of
the corporation. He shall perform all duties incident to his office or which
are properly required of him by the board of directors.
4.7 The general counsel, subject to the supervision of
the board of directors, shall be responsible for all matters of legal import.
4.8 In the case of absence or inability or failure to
act of any officer of the corporation and of any person herein authorized to
act in his place, the board of directors may from time to time delegate the
powers or duties of such officer to any other officer, or any director or other
person whom it may select.
4.9 Vacancies in any office arising from any cause may
be filled by the directors at any regular or special meetings.
4.10 The board of directors may appoint such other
officers and agents as it shall deem necessary or expedient, who shall hold
their offices for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the board of directors.
4.11 The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.
4.12 The board of directors may by resolution require and
all of the officers to give bonds to the corporation with sufficient surety or
sureties, conditioned for the faithful performance of the duties of their
respective offices, and to comply with such other conditions as may from time
to time be required by the board of directors. The premiums and other cost of
such bonds may be paid by the corporation.
<PAGE> 8
ARTICLE V.
STOCK
5.1 Certificates of common stock shall be issued in
numerical order and each stockholder shall be entitled to a certificate
certifying to the number of shares owned by him. Such certificates shall be
executed by such officers or agents (which may include a registrar and transfer
agents) as the board of directors may by resolution entered upon its minutes
determine, and the board may determine which, if any, of the signatures thereon
may be facsimile.
5.2 In case any officer who has signed, or whose
facsimile signature has been used on, a certificate, has ceased to be an
officer before the certificate has been delivered, such certificates may,
nevertheless, be adopted and issued and delivered by the corporation as though
the officer who signed such certificate or certificates, or whose facsimile
signature or signatures shall have been used thereon, had not ceased to be such
officer of the corporation.
5.3 Transfer of stock shall be made only upon the
transfer books of the corporation, kept at the office of the corporation or at
the office of any transfer agents or registrar and before a new certificate is
issued, the old certificate shall be surrendered for cancellation.
5.4 Registered stockholders only shall be entitled to be
treated by the corporation as the holders in fact of the stock standing in
their respective names, and the corporation shall not be bound to recognize any
equitable or other claim to or interest in any shares on the part of any other
person, whether or not it shall have express or other notice thereof.
5.5 In case of loss or destruction of any certificate of
stock, another may be issued in its place upon proof of such loss or
destruction, and upon the giving of a satisfactory bond of indemnity to the
corporation in such sum as the board of directors may provide.
5.6 The board of directors shall have power and
authority to make all rules and regulations as it may deem expedient concerning
the issue, transfer, conversion, and registration of certificates for share of
the capital stock of the corporation, not inconsistent with the laws of
Mississippi, the charter of the corporation and these bylaws.
5.7 The board of directors shall have power to close the
stock transfer books of the corporation for a period not exceeding fifty (50)
days preceding the date of any meeting of stockholders, or the date when any
redemption or purchase of capital stock shall go into effect, or for a period
of not exceeding fifty (50) days in connection with obtaining the consent of
stockholders for any purpose, provided, however, that in lieu of closing the
stock transfer books as aforesaid, the board of directors may fix in advance a
date, not exceeding fifty (50) days preceding the date of any meeting of
stockholders, or the date when any redemption
<PAGE> 9
or purchase of capital stock shall go into effect, or a date in connection with
obtaining such consent, as a record date for the determination of the
stockholders entitled to notice of and to vote at any such meeting, and any
adjournment thereof, or to exercise the rights in respect of any such
redemption or purchase of capital stock, or to give such consent, and in such
case such stockholders of record on the date so fixed shall be entitled to such
notice of and to vote at such meeting, and any adjournment thereof, or to
exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of stock on the books of the corporation after any
such record date fixed as aforesaid.
5.8 The common stock of the corporation shall be issued
in such amounts and shall be sold at such price or prices, not less than par,
as the board of director may from time to time and at any time determine.
5.9 Dividends upon common stock shall be payable as and
when declared by the board of directors at its discretion.
ARTICLE VI.
MISCELLANEOUS
6.1 Any part of or all of the cash dividends payable
upon capital common stock may be applied, in the discretion of the board of
directors, to the payment of any indebtedness of such stockholder to the
corporation.
6.2 The monies of the corporation shall be deposited in
the name of the corporation in such bank or banks or trust company or trust
companies as the board of directors shall designate, and shall be drawn out
only by check signed by persons designated by resolution by the board of
directors.
6.3 The fiscal year of the corporation shall be
determined by the board of directors.
6.4 With the notice of the annual meeting of the
stockholders there shall be mailed a general report of the business of the
corporation and a report of the general financial condition of the corporation
and its property.
6.5 The affirmative vote of at least 80% of the
outstanding voting stock of the Company is required in order to authorize or
approve (a) a merger or consolidation with or into (b) the disposition of all
or substantially all of the assets of the Company or (c) the issuance of voting
securities of the Company in exchange or payment for the securities or assets
of, any other person or entity unless any such transaction has been approved by
the affirmative vote of not less than two-thirds (2/3) of all directors.
ARTICLE VII.
BOOKS AND RECORDS
<PAGE> 10
7.1 The books, accounts and records of the corporation
shall be kept at the home office of the corporation except as the board of
directors may from time to time appoint. The board of director shall determine
whether and to what extent the accounts and books of the corporation, or any of
them, other than the stock ledger, shall be open to the inspection of the
stockholders, and no stockholder shall have any right to inspect any account or
book or document of the corporation except as conferred by law or by resolution
of the stockholders or directors.
ARTICLE VIII.
NOTICES
8.1 Whenever the provisions of the charter of these
bylaws require notice to be given to any director, officer, or stockholder,
such notice may be given in writing by handing a copy thereof to such person or
by depositing a copy thereof in a post office or letter box in postpaid, sealed
envelope, addressed to such director, officer, or stockholder at his or her
address as the same appears in the books of the corporation, and the time when
the same shall be mailed shall be deemed to be the time of the giving of such
notice. Any such notice may be contained in any periodic publication of the
corporation or any house organ thereof which is mailed as provided in this
article.
8.2 A waiver of any notice in writing, signed by a
stockholder, director, or officer, whether before or after the time stated in
said waiver for holding a meeting, shall be deemed equivalent to a notice
required to be given to any director, officer or stockholder.
ARTICLE IX.
SEAL
9.1 The corporate seal of the corporation shall consist
of two concentric circles, between which shall be the name of the corporation
and the year of its incorporation and in the center shall be inscribed the word
"Seal".
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-START> JUL-01-1994
<PERIOD-END> MAR-31-1995
<CASH> 36,669
<SECURITIES> 0
<RECEIVABLES> 72,405
<ALLOWANCES> 860
<INVENTORY> 82,651
<CURRENT-ASSETS> 204,290
<PP&E> 423,923
<DEPRECIATION> 208,685
<TOTAL-ASSETS> 457,314
<CURRENT-LIABILITIES> 88,930
<BONDS> 98,639
<COMMON> 20,403
0
0
<OTHER-SE> 203,104
<TOTAL-LIABILITY-AND-EQUITY> 457,314
<SALES> 477,132
<TOTAL-REVENUES> 478,641
<CGS> 350,959
<TOTAL-COSTS> 350,959
<OTHER-EXPENSES> 44,631
<LOSS-PROVISION> 116
<INTEREST-EXPENSE> 6,275
<INCOME-PRETAX> 76,660
<INCOME-TAX> 29,805
<INCOME-CONTINUING> 47,619
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 47,619
<EPS-PRIMARY> 2.31
<EPS-DILUTED> 2.31
</TABLE>
