FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
(X) QUARTERLY REPORT UNDER SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended December 31, 1994
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 No. 1-9318
FRANKLIN RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-2670991
-------- -----------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
777 Mariners Island Blvd., San Mateo, CA 94404
(Address of Principal Executive Offices)
(Zip Code)
(415) 312-2000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past
90 days.
YES X NO ______
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has
filed all documents and reports required to be filed by
Sections 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.
YES _____ NO ______
APPLICABLE ONLY TO CORPORATE ISSUERS:
Outstanding: 81,448,042 shares, common stock, par value
$.10 per share at February 3, 1995.
Exhibit index - See page 13
PART I: FINANCIAL INFORMATION
ITEM 1: CONDENSED FINANCIAL STATEMENTS
In the opinion of management, all appropriate adjustments
necessary to a fair presentation of the results of
operations have been made for the periods shown. All
adjustments are of a normal recurring nature. Certain
1993 amounts have been reclassified to conform to 1994
presentation. These financial statements should be read
in conjunction with the Company's audited financial
statements for the fiscal year ended September 30, 1994.
<TABLE>
<CAPTION>
Franklin Resources, Inc.
Consolidated Statements of Income
Unaudited
Three months ended
December 31
(Dollars in thousands, except per share data) 1994 1993
<S> <C> <C>
Operating revenues:
Investment management fees $174,574 $151,888
Underwriting commissions, net 13,113 29,569
Transfer, trust and related fees 15,943 11,961
Banking/finance, real estate and other 11,955 5,070
Total operating revenues 215,585 198,488
Operating expenses:
General and administrative 97,491 84,457
Selling expenses 18,235 15,662
Amortization of goodwill 4,570 4,542
Banking interest expense 2,534 2,356
Total operating expenses 122,830 107,017
Operating income 92,755 91,471
Other income/(expenses):
Investment and other income 6,763 5,719
Interest expense (7,087) (8,055)
Other income/(expense), net (324) (2,336)
Income before taxes on income 92,431 89,135
Taxes on income 29,127 30,134
Net income $63,304 $59,001
Earnings per share:
Primary $0.76 $0.70
Fully diluted $0.76 $0.70
Dividends per share $0.10 $0.08
</TABLE>
<TABLE>
<CAPTION>
Franklin Resources, Inc.
Consolidated Balance Sheets
Unaudited
December 31 September
30
(Dollars in thousands) 1994 1994
<S> <C> <C>
ASSETS:
Current assets:
Cash and cash equivalents $165,779 $190,415
Receivables:
Fees from Franklin/Templeton Group 83,310 88,801
Other 12,795 36,160
Investment securities, available for sale 166,697 153,292
Prepaid expenses and other 9,170 8,230
Total current assets 437,751 476,898
Banking/finance group assets:
Cash and cash equivalents 32,080 19,961
Loans receivable, net 470,250 391,824
Investment securities, available for sale 11,461 26,345
Other assets 6,306 5,290
Total banking/finance group assets 520,097 443,420
Other Assets:
Investments:
Investment securities, available for sale 9,290 9,144
Real Estate 9,066 9,014
Deferred costs 14,827 9,235
Premises and equipment, net 97,580 94,218
Goodwill, net of $42,614 and $38,070
amortization, respectively 674,124 678,668
Other assets 14,935 17,388
Total other assets 819,822 817,667
Total assets $1,777,670 $1,737,985
</TABLE>
<TABLE>
<CAPTION>
Franklin Resources, Inc.
Condensed Consolidated Balance Sheets
Unaudited
December 31 September 30
(Dollars in thousands) 1994 1994
<S> <C> <C>
LIABILITIES:
Current liabilities:
Trade payables and accrued expenses $100,863 $126,809
Debt payable within one year 84,587 84,482
Dividends payable 8,171 6,528
Total current liabilities 193,621 217,819
Banking/finance group liabilities:
Deposits of account holders:
Interest bearing 187,367 172,922
Non-interest bearing 11,048 17,976
Other liabilities 1,510 973
Total banking/finance group liabilities 199,925 191,871
Other Liabilities:
Long-term debt 382,608 383,668
Other liabilities 12,821 13,812
Total other liabilities 395,429 397,480
Total liabilities 788,975 807,170
Stockholders' equity:
Preferred stock, $1.00 par value, 1,000,000
shares authorized; no shares issued or
outstanding
Common stock, $.10 par value; 500,000,000 shares
authorized; 82,264,982 shares issued;
81,558,890 and 81,597,450 shares outstanding,
respectively 8,226 8,226
Capital in excess of par value 91,546 92,283
Retained earnings 910,646 855,513
Less cost of treasury stock (22,161) (25,409)
Other 438 202
Total stockholders' equity 988,695 930,815
Total liabilities and stockholders' equity $1,777,670 $1,737,985
</TABLE>
<TABLE>
<CAPTION>
Franklin Resources, Inc.
Consolidated Statements of Cash Flows
Unaudited Three months ended
December 31
(Dollars in thousands) 1994 1993
<S> <C> <C>
Net income $63,304 $59,001
Adjustments to reconcile net income to net cash
provided by operating activities:
Decrease in receivables, prepaid expenses and
other 28,613 23,672
Decrease in trade payables and accrued expenses (3,170) (12,642)
Depreciation and amortization 9,329 9,708
Gains on disposition of investments (473) (1,218)
Net cash provided by operating activities 97,603 78,521
(Purchase)/liquidation of investment securities,
net (14,966) 5,387
Purchase of banking/finance investment portfolio (39,920) (27,421)
Liquidation of banking/finance investment
portfolio 54,628 38,996
Net increase in banking/finance loans receivable (80,992) (34,017)
Purchases of premises and equipment and other (6,785) (7,702)
Net cash used in investing activities (88,035) (24,757)
Increase in deposits of bank account holders 7,517 21,481
Dividends paid on common stock (14,699) (5,747)
Acquisition of treasury stock (13,948) (2,106)
Issuance of commercial paper, net 105 -
Other (1,060) (16,628)
Net cash used in financing activities (22,085) (3,000)
Decrease in cash and cash equivalents (12,517) 50,764
Cash and cash equivalents, beginning of the
period 210,376 302,952
Cash and cash equivalents, end of the period $197,859 $353,716
Supplemental disclosure of non-cash information:
Value of common stock issued in other
transactions $16,174 $1,650
</TABLE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
General
Franklin Resources, Inc. and its majority-owned
subsidiaries (the "Company") derives its revenue from its
principal line of business which is providing investment
management, administration and related services to the
Franklin Templeton funds, managed accounts and other
investment products. The Company has a diversified base
of assets under management and a full range of investment
management products and services to meet the needs of
most individuals and institutions. The Company's
revenues are derived largely from the amount and
composition of assets under management.
Since September 30, 1994, volatility has continued in
global bond and stock markets. The U.S. Federal Reserve
Board continued to raise short-term interest rates in an
attempt to control perceived inflationary pressures. In
addition, a major devaluation of the Mexican peso and the
Orange County, California declaration of bankruptcy took
place during the period. These events contributed to
investor caution and continued the slowing of investment
in mutual funds. Assets under the Company's management
declined during the quarter from $118.2 billion at
September 30, 1994 to $114.7 billion at December 31, 1994
as a result of market depreciation. Since September 30
the Company has experienced overall net sales while the
U.S. mutual fund industry generally has experienced net
redemptions of assets under management. Industry and
Company expectations are for long-term growth. However,
the current capital market and industry environment could
have a negative impact on the Company's results of
operations in the near-term.
I. Material Changes in Results of Operations (Dollars in
millions)
Net income for the quarter ended December 31, 1994 was
$63.3 million an increase of $4.3 million or 7.3% from
the same quarter in 1993. This increase was primarily
attributable to a $474 million increase in the assets
under the Company's management for the same period.
<TABLE>
<CAPTION>
ASSETS UNDER MANAGEMENT
Franklin Templeton Group December 31 $ %
(Dollars in millions) 1994 1993 Change Change
<S> <C> <C> <C> <C>
Fixed income funds:
Tax-free income $37,530 $41,434 ($3,904) -9%
U.S. government fixed income 13,741 18,149 (4,408) -24%
Money funds 2,709 1,794 915 51%
Global/international fixed income 2,459 2,611 (152) -6%
Total fixed income 56,439 63,988 (7,549) -12%
Equity and income funds:
Global/international equity 27,546 23,578 3,968 17%
U.S. equity/income 17,253 17,175 78 0%
Total equity and income 44,799 40,753 4,046 10%
Total Franklin Templeton funds 101,238 104,741 (3,503) -3%
Franklin Templeton institutional assets 13,408 9,431 3,977 42%
Total Franklin Templeton Group $114,646 $114,172 $474 0%
</TABLE>
Material Changes in Results of Operations (continued)
As shown in the above table, the composition of assets
under management has changed since December 31, 1993,
continuing a trend of the past two years. Fixed income
funds represent 49% of assets under management as of
December 31, 1994 down from 56% a year ago. Equity and
income funds and institutional assets represent 51% of
assets under management as of December 31, 1994 up from
44% a year ago.
The substantial increase in U.S. interest rates during
1994 resulted in a combination of both net redemptions
and market depreciation in various fixed income funds.
Assets under management of the Company's fixed income
funds declined 12% from levels a year ago.
Notwithstanding this trend, assets under management in
the Company's money funds increased 51% from levels a
year ago.
Assets under management in the Company's equity and
income funds as of December 31, 1994 increased 10% from
December 31, 1993. Global/international equity funds'
assets under management represented most of this
increase, up 17% from levels a year ago.
Institutional assets under management increased 42% from
levels as of December 31, 1993. This increase
principally resulted from an increase in the number of
clients as well as additional commitments from existing
clients. The Company is strongly committed to the
institutional account area and intends to continue the
expansion of the services it provides in this area.
Three months
ended
Results of operations: December 31 $ %
(Dollars in millions) 1994 1993 Change Change
Operating income $92.8 $91.5 $1.3 1%
Operating margin 43.0% 46.1% - -7%
Net income $63.3 $59.0 $4.3 7%
Increases in operating income and net income are
primarily attributable to the increase in operating
revenues earned from investment management fees. Growth
in operating income will continue to be dependent on
general economic growth, the strength of capital markets
and the Company's ability to meet market demands with
competitive products and services. Operating expenses
will likely continue to increase with the Company's
continued expansion, the increase in competition and the
Company's continued commitment to improve its products
and services. Operating margin decreased for the three
month period due primarily to the general slowdown in
sales and to the increase in operating expenses resulting
from the Company's expansion of its products and
services.
Material Changes in Results of Operations (continued)
Three months
ended
Operating revenues: December 31 $ %
(Dollars in millions) 1994 1993 Change Change
Investment management fees $174.6 $151.9 $22.7 15%
Underwriter commissions, net $13.1 $29.6 ($16.5) -56%
Transfer, trust and related
fees $15.9 $12.0 $3.9 33%
Banking/finance, real estate
and other $12.0 $5.1 $6.9 135%
Total operating revenues $215.6 $198.6 $17.0 9%
Investment management fees increased as a result of an
increase in average assets under management during the
current reporting period as compared to the corresponding
period in 1993.
The decrease in net underwriting commissions was due to
lower sales compared to the corresponding period of the
previous year. During 1994, the Company received
approval from the shareholders of the Franklin Group of
Funds to implement a distribution plan pursuant to Rule
12b-1 of the Investment Company Act of 1940.
Simultaneously, the Company eliminated fees on fund
reinvestments. The change has made underwriting
commissions dependent upon absolute sales levels rather
than mutual fund investor dividend reinvestment rates.
As a consequence, consistent with industry trends, lower
levels of mutual funds sales have resulted in a decrease
in underwriting commissions.
The boards of directors of the Franklin and Templeton
funds have approved proposals to adopt multiple classes
of shares for various existing funds. The Company
intends to introduce a new class of shares, Class II,
during the third quarter of the fiscal year with the goal
of expanding the distribution of fund shares to a broader
audience of investors who have different pricing
preferences, but who share similar investment objectives.
While the new class of shares will be more expensive for
the Company to distribute than existing shares, the
Company believes that Class II shares will result in an
overall increase in assets under management.
The increase in transfer, trust and related fees is
related principally to an increase in shareholder
accounts.
The increases in banking/finance, real estate and other
revenues was due principally to the increase in auto and
credit card loan portfolios.
Three months
ended
Operating expenses: December 31 $ %
(Dollars in millions) 1994 1993 Change Change
General and administrative $97.5 $84.5 $13.0 15%
Selling expenses $18.2 $15.7 $2.5 16%
Amortization of goodwill $4.6 $4.5 $0.1 2%
Interest expense banking/
finance group $2.5 $2.4 $0.1 4%
Total operating expenses $122. $107.1 $15.7 15%
8
Increases in operating expenses principally resulted from
the general expansion of the Company's business and are
more fully described below.
General and administrative expenses increased during the
period due to higher employment and facilities costs
related to the expansion of the Company's business.
Selling expenses increased mainly due to continued
increases in media advertising and additional marketing
initiatives.
Material Changes in Results of Operations (continued)
Three months
ended
Other income/(expenses): December 31 $ %
(Dollars in millions) 1994 1993 Change Change
Investment and other income $6.8 $5.7 $1.1 19%
Interest expense ($7.1) ($8.1) $1.0 -12%
Other income (expense),
net ($0.3) ($2.4) $2.1 -88%
The net increase in investment income for the three month
period resulted from an increase in the average level of
interest and dividend rates on investments.
Interest expense for the three month period declined as
the Company paid down principal.
<TABLE>
<CAPTION>
II. Material Changes in Financial Condition, Liquidity and Capital Resources
Selected balance sheet items: December September
31 30 $ %
(Dollars in millions) 1994 1994 Change Change
<S> <C> <C> <C> <C>
Receivables:
Fees from Franklin/Templeton Group $83.3 $88.8 ($5.5) -6%
Other $12.8 $36.2 ($23.4) -65%
Investments securities, available for sale $176.0 $162.4 $13.6 8%
Banking/finance loans receivable, net $470.3 $391.8 $78.5 20%
Banking/finance investment securities $11.5 $26.3 ($14.8) -56%
Stockholders' equity $988.7 $930.8 $57.9 6%
</TABLE>
The decrease in fees receivable from the Franklin
Templeton Group resulted from lower fees related to lower
sales and a general slowdown in the additions to assets
under management in the quarter ended December 31, 1994.
The decrease in other receivables was related primarily
to the payment of advances on deferred sales charges for
Canada based mutual funds.
The increase in investment securities available for sale
was the result of increased investment of the Company's
cash from operating activities.
The increase banking/finance loans receivable, net was
due primarily to increased investment in credit card and
dealer auto loan portfolios. The Company anticipates
continued increases in its investment in credit card and
dealer auto loan portfolios. The Company intends to
continue funding these investments through operating cash
flows and existing debt facilities. Additionally, the
Company is investigating the possibility of alternative
funding sources such as securitization of the auto loan
portfolio.
The decrease in Banking/finance investment securities,
available for sale was due to increased investment in the
loan portfolios referred to above.
Stockholders' equity increased primarily as a result of
net income for the period.
II. Material Changes in Financial Condition, Liquidity
and Capital Resources (continued)
Three months
ended
Selected cash flow items: December 31
(Dollars in millions) 1994 1993
Cash flows from operating activities $97.6 $78.5
Cash flows from investing activities ($88.0) ($24.8)
Cash flows from financing activities ($22.1) ($3.0)
The increase in cash flows from operating activities was
primarily the result of net income for the period.
The changes in cash flows from investing and financing
activities during the period were effected primarily by
the Company's funding of auto and credit card loans of
the banking/finance group, dividends paid on common stock
and purchase of treasury shares.
The proposed Class II shares require the Company to
advance a one percent dealer commission which will be
recouped substantially during the subsequent twelve month
period through a .75% and .65% asset based charge on
equity and fixed income funds, respectively. The Company
will fund these advances through operating cash flows and
existing debt facilities.
On December 8, 1994, the Company announced that it had
applied and received approval from the Securities and
Exchange Commission to purchase $7.1 million in unsecured
Orange County obligations from two of its money market
mutual funds. The Company purchased these securities on
a voluntary basis to alleviate any concerns by those
funds' shareholders and does not anticipate any
significant losses as a result. The Company has limited
additional exposure to Orange County securities in the
assets under its management and does not anticipate any
additional purchases of Orange County securities from
those assets.
At December 31, 1994, the Company held liquid assets of
$460.7 million, including $197.9 million in cash and cash
equivalents as compared to $488.6 million and $210.4
million at September 30, 1994.
FRANKLIN RESOURCES, INC.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are filed as part of the
report:
Exhibit (3)(i): Registrant's Certificate of
Incorporation, as filed November 28, 1969,
incorporated by reference to Exhibit (3)(i) to the
Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1994 (the "1994
Annual Report)
Exhibit (3)(ii): Registrant's Certificate of
Amendment of Certificate of Incorporation, as
filed March 1, 1985, incorporated by reference to
Exhibit (3)(ii) to the 1994 Annual Report
Exhibit (3)(iii):Registrant's Certificate of
Amendment of Certificate of Incorporation, as
filed April 1, 1987, incorporated by refernece to
Exhibit (3)(iii) to the 1994 Annual Report
Exhibit (3)(iv): Registrant's Certificate of
Amendment of Certificate of Incorporation, as
filed February 2, 1994, incorporated by reference
to Exhibit (3)(iv) to the 1994 Annual Report
Exhibit (3)(v): Registrant's By-Laws
Exhibit 4: Instruments defining the rights
of security holders, including indentures
i) Form of Indenture-Exhibit No. 4 to the
Company's Registration Statement on Form S-3
(33-53147) filed by the Company electronically
on April 14, 1994 (the "MTN S-3"), incorporated
by reference in its entirety
ii) Form of Fixed Rate Note-Exhibit No. 4.1 to
Amendment No. 1 to the MTN S-3, filed by the
Company electronically on May 19, 1994,
incorporated by reference in its entirety
iii) Form of Floating Rate Note-Exhibit No. 4.2
to Amendment No. 1 to the MTN S-3, filed by the
Company electronically on May 19, 1994,
incorporated by reference in its entirety
Exhibit 11: Computation of per share
earnings. (See page 15)
Exhibit 27: Financial Data Schedule
(b) Reports on Form 8-K:
Form 8-K dated October 31, 1994 reporting in Item
5 Other Events the filing of an earnings press
release by the Company electronically on October
31, 1994 and including said press release as an
Exhibit under Item 7 Financial Statements and
Exhibits.
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.
FRANKLIN RESOURCES, INC.
Registrant
Date: February 14, 1994 /S/ Martin L. Flanagan
----------------------
MARTIN L. FLANAGAN
Senior Vice President,
Treasurer and Chief
Financial Officer
INDEX TO EXHIBITS
Exhibit Page
Exhibit (3)(i): Registrant's Certificate of Incor-
poration, as filed November 28, 1969,
incorporated by reference to Exhibit
(3)(i) to the Company's Annual Report on
Form 10-K for the fiscal year ended
September 30, 1994 (the "1994 Annual
Report)
Exhibit (3)(ii): Registrant's Certificate of Amendment of
Certificate of Incorporation, as filed
March 1, 1985, incorporated by reference
to Exhibit (3)(ii) to the 1994 Annual
Report
Exhibit (3)(iii):Registrant's Certificate of Amendment of
Certificate of Incorporation, as filed
April 1, 1987, incorporated by refernece
to Exhibit (3)(iii) to the 1994 Annual
Report
Exhibit (3)(iv): Registrant's Certificate of Amendment of
Certificate of Incorporation, as filed
February 2, 1994, incorporated by
reference to Exhibit (3)(iv) to the 1994
Annual Report
Exhibit (3)(v): Registrant's By-Laws
Exhibit 4: Instruments defining the rights of
security holders, including indentures
i) Form of Indenture-Exhibit No. 4 to
the Company's Registration Statement on
Form S-3 (33-53147) filed by the Company
electronically on April 14, 1994 (the
"MTN S-3"), incorporated by reference in
its entirety
ii) Form of Fixed Rate Note-Exhibit No.
4.1 to Amendment No. 1 to the MTN S-3,
filed by the Company electronically on
May 19, 1994, incorporated by reference
in its entirety
iii) Form of Floating Rate Note-Exhibit
No. 4.2 to Amendment No. 1 to the MTN
S-3, filed by the Company electronically
on May 19, 1994, incorporated by
reference in its entirety
Exhibit 11: Computation of per share earnings. (See
page 15)
Exhibit 27: Financial Data Schedule
Exhibit (3)(v)
BY-LAWS
OF
FRANKLIN RESOURCES, INC.
A Delaware Corporation
Article I
OFFICES
Section 1. Registered Office. The registered
office shall be in the City of Dover, County of Kent,
State of Delaware, and the name of the resident agent in
charge thereof is Prentice-Hall Corporation System,
Inc., 229 South State Street, Dover, Kent County,
Delaware.
Section 2. Other Offices. The Corporation may
also have offices at such other places both within and
without the State of Delaware as the Board of Directors
may from time to time determine or the business of the
Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meeting. All meetings of the
stockholders for the election of directors shall be held
in the City of San Mateo, State of California, at such
place as may be fixed from time to time by the Board of
Directors, or at such other place either within or
without the State of Delaware as shall be designated
from time to time by the Board of Directors and stated
in the notice of the meeting. Meetings of stockholders
for any other purpose may be held at such time and
place, within or without the State of Delaware, as shall
be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.
Section 2. Annual Meetings. Annual meetings of
stockholders shall be held at such date and time and in
such manner as shall be designated from time to time by
the Board of Directors and stated in the notice of the
meeting, at which they shall elect by a plurality vote a
Board of Directors, and transact such other business as
may properly be brought before the meeting. Each annual
meeting shall be held on a date within thirteen months
after the date of the preceding annual meeting. If an
annual meeting of stockholders is not held within such
prescribed time, an election of directors may be held at
any meeting of stockholders held thereafter, which is
called pursuant to these By-laws.
Section 3. Order of Business. The order of
business at all meetings of stockholders shall be as
determined by the person presiding at the meeting.
Section 4. Notice of Annual Meeting. Written
notice of the annual meeting stating the place, date,
and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less
than ten nor more than sixty days before the date of the
meeting.
Section 5. Stockholder Record. The officer who
has charge of the stock ledger of the Corporation shall
prepare and make, at least ten days before every meeting
of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each
stockholder and the number of shares registered in the
name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours,
for a period of at least ten days prior to the meeting,
either at a place specified in the notice of the
meeting, or, if not so specified, at the place where the
meeting is to be held or at the principal executive
offices of the Corporation. The list shall also be
produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by
any stockholder who is present.
Section 6. Special Meetings. Special meetings of
the stockholders, for any purpose or purposes, unless
otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the president and shall
be called by the president or secretary at the request
in writing of a majority of the Board of Directors, or
at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the
Corporation issued and outstanding and entitled to vote.
Such request shall state the purpose or purposes of the
proposed meeting.
Section 7. Notice of Special Meeting. Written
notice of a special meeting stating the place, date, and
hour of the meeting and the purpose or purposes for
which the meeting is called, shall be given not less
than ten nor more than sixty days before the date of the
meeting, to each stockholder entitled to vote at such
meeting. The business transacted at any special meeting
of stockholders shall be limited to the purposes stated
in the notice.
Section 8. Quorum. The holders of a majority of
the stock issued and outstanding and entitled to vote at
any annual or special meeting of stockholders, present
in person or represented by proxy, shall constitute a
quorum at such meeting for the transaction of business,
except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum
shall not be present or represented at any meeting of
the stockholders, the stockholders entitled to vote
thereat, present in person or represented by proxy,
shall have power to adjourn the meeting from time to
time, without notice other than announcement at the
meeting, until a quorum shall be present or represented.
At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted
which might have been transacted at the meeting as
originally notified. If the adjournment is for more
than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
Section 9. Voting. When a quorum is present at
any meeting, the vote of the holders of a majority of
the stock having voting power present in person or
represented by proxy shall decide any question brought
before such meeting, unless the question is one upon
which by express provision of the General Corporation
Law of Delaware or of the Certificate of Incorporation,
a different vote is required in which case such express
provision shall govern and control the decision of such
question.
Unless otherwise provided in the Certificate of
Incorporation, each stockholder shall at every meeting
of the stockholders be entitled to one vote in person or
by proxy for each share of the capital stock having
voting power held by such stockholder, but no proxy
shall be voted on after three years from its date,
unless the proxy provides for a longer period.
At all elections of directors of the Corporation,
each stockholder having voting power shall be entitled
to exercise the right of cumulative voting if, and to
the extent, the Certificate of Incorporation provides
for cumulative voting.
Section 10. Stockholder Action Without Meeting.
Unless otherwise provided in the Certificate of
Incorporation, any action required to be taken at any
annual or special meeting of stockholders of the
Corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be
taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or
take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt
notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be
given to those stockholders who have not consented in
writing.
ARTICLE III
BOARD OF DIRECTORS
Section 1. Management. The management of all of
the affairs, property, and interest of the Corporation
shall be vested in a Board of Directors. In addition to
the powers and authorities of these By-Laws and the
Certificate 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 statute, by the Certificate of
Incorporation, or by these By-Laws directed or required
to be exercised or done by the stockholders.
Section 2. Qualifications and Number of Directors.
A director need not be a stockholder, a citizen of the
United States, nor a resident of the State of Delaware.
The number of directors constituting the whole Board of
Directors shall be at least three. Subject to the
foregoing limitation, the exact number of directors may
be fixed from time to time by the affirmative vote of a
majority of the directors (or by the affirmative vote of
a majority of interest of the stockholders), at a
special meeting called for that purpose, and by like
vote the additional directors may be chosen at such
meeting, to hold office until the next annual election
and until their successors are elected and qualify. The
directors shall be elected at the annual meeting of the
stockholders, except as otherwise provided in this
Article, and each director elected shall hold office
until his successor is elected and qualified.
Section 3. Election and Term. Vacancies and newly
created directorships resulting from any increase in the
authorized number of directors may be filled by a
majority of the directors then in office, though less
than a quorum, or by a sole remaining director, and the
directors so chosen shall hold office until the next
annual election and until their successors are duly
elected and shall qualify, unless sooner displaced. If
there are no directors in office, then an election of
directors may be held in the manner provided by statute.
If, at the time of filling any vacancy or newly created
directorship, the directors then in office shall
constitute less than a majority of the whole board (as
constituted immediately prior to any such increase), the
Delaware Court of Chancery may, upon application of any
stockholder or stockholders holding at least ten percent
of the total number of the shares at the time
outstanding having the right to vote for such directors,
summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace
the directors chosen by the directors then in office.
Section 4. Meetings of the Board of Directors.
The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or
without the State of Delaware.
Section 5. Regular Meetings. Regular meetings of
the Board of Directors may be held without notice at
such time and at such place as shall from time to time
be determined by the Board of Directors.
Section 6. Special Meetings. Special meetings of
the Board of Directors may be called at any time by the
president, or in his absence, by any vice president, or
by any one of the directors in office, to be held at the
principal executive office of the Corporation, or at
such other place or places, within or without the State
of Delaware, as the directors may from time to time
designate.
Section 7. Notice. Notice of any special meeting
of the Board of Directors may be served personally upon
each director or mailed, cabled, or telegraphed to him,
not less than twenty-four (24) hours prior to the hour
set for the meeting, at his address appearing upon the
books of the Corporation. Such notice may also be
telephoned, provided that such director so notified
shall actually be reached by telephone. Neither the
business to be transacted at, nor the purpose of any
regular or special meeting of the Board of Directors,
need be specified in the notice or a waiver of notice,
if any, of such meeting.
Section 8. Quorum. At all meetings of the Board
of Directors, a majority of the directors in office
(provided, that such majority shall constitute at least
one-third of the whole of the Board of Directors) shall
constitute a quorum for the transaction of business and
the act of a majority of the directors present at any
meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate
of Incorporation. If a quorum shall not be present at
any meeting of the Board of Directors, the directors
present thereat may adjourn the meeting from time to
time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 9. Action Without a Meeting. Unless
otherwise restricted by the Certificate of Incorporation
or these By-Laws, any action required or permitted to be
taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if all
members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings
are filed with the minutes of proceedings of the Board
or committee.
Section 10. Meetings By Telephone or Similar
Equipment. Unless otherwise restricted by the
Certificate of Incorporation or these By-Laws, members
of the Board of Directors, or any committee designated
by the Board of Directors, may participate in a meeting
of the Board of Directors, or any committee, by means of
conference telephone or similar communications equipment
by means of which all persons participating in the
meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the
meeting.
Section 11. Chairman of the Meeting The chairman
of Board of Directors, if any and if present and acting,
shall preside at all meetings. Otherwise, the vice-
chairman, if any and if present and acting, or the
president, if present and acting, or any director chosen
by the Board of Directors, shall preside.
Section 12. Committees of Directors. The Board of
Directors may, whenever its number consists of three or
more, by resolution passed by a majority of the whole
Board of Directors, designate one or more committees,
each committee to consist of one or more of the
directors of the Corporation. The Board may designate
one or more directors as alternate members of any
committee, who may replace any absent or disqualified
member at any meeting of the committee.
In the absence or disqualification of a member of a
committee, the member or members thereof present at any
meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified
member.
Any such committee, to the extent provided in the
resolution of the Board of Directors, shall have and may
exercise all the powers and authority of the Board of
Directors in the management of the business and affairs
of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may
require it; but no such committee shall have the power
or authority in reference to amending the Certificate of
Incorporation, (except that a committee may, to the
extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by
the Board of Directors as provided in Section 151(a) of
the General Corporation Law of Delaware fix any of the
preferences or rights to such shares relating to
dividends, redemption, dissolution, any distribution of
assets of the Corporation or the conversion into, or the
exchange of such shares for, shares of any other class
or classes or any other series of the same or any other
class or classes of stock of the Corporation) adopting
an agreement of merger or consolidation, recommending to
the stockholders the sale, lease, or exchange of all or
substantially all of the Corporation's property and
assets, recommending to the stockholders a dissolution
of the Corporation or revocation of a dissolution, or
amending the By-Laws of the Corporation; and, unless the
resolution or the Certificate of Incorporation expressly
so provide, no such committee shall have the power or
authority to declare a dividend or to authorize the
issuance of stock or to adopt a certificate of ownership
and merger.
Such committee or committees shall have such name
or names as may be determined from time to time by
resolution adopted by the Board of Directors. Each
committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.
Section 13. Compensation of Directors. Unless
otherwise restricted by the Certificate of Incorporation
or these By-Laws, the Board of Directors shall have the
authority to fix the compensation of directors. The
directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting
of the Board of Directors or a stated salary as
director. No such payment shall preclude any director
from serving the Corporation in any other capacity and
receiving compensation therefor. Members of special or
standing committees may be allowed like compensation for
attending committee meetings.
Section 14. Removal of Directors. Unless
otherwise restricted by the Certificate of Incorporation
or By-Laws, any director or the entire Board of
Directors may be removed, with or without cause, by the
holders of a majority of shares entitled to vote at an
election of directors.
ARTICLE IV
NOTICES
Section 1. Means of Giving Notice. Except as
otherwise specified in these By-Laws, whenever, under
the provisions of the General Corporation Law of
Delaware, of the Certificate of Incorporation, or of
these By-Laws, notice is required to be given to any
director or stockholder, it shall not be construed to
mean personal notice, but such notice may be given in
writing, by mail, addressed to such director or
stockholder, at his address as it appears on the records
of the Corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram or
similar means.
Section 2. Waiver of Notice. Whenever any notice
is required to be given under the provisions of the
General Corporation Law of Delaware, of the Certificate
of Incorporation, or of these By-Laws, a waiver thereof
in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 1. Selection and Qualification. The
officers of the Corporation shall be chosen by the Board
of Directors and shall be a president, a vice president,
a secretary, and a treasurer. The Board of Directors
may also choose additional vice presidents, one or more
assistant secretaries and assistant treasurers, a
chairman of the Board of Directors, and a vice chairman
thereof. The president, may but need not, be a
director. Any number of offices may be held by the same
person, unless the Certificate of Incorporation or these
By-Laws otherwise provide.
Section 2. Other Officers and Agents. The Board
of Directors may appoint such other officers and agents
as it shall deem necessary 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.
Section 3. Salaries. The salaries of all officers
and agents of the Corporation shall be fixed by the
Board of Directors or its designee.
Section 4. Selection and Term. The Board of
Directors at its first meeting after each annual meeting
of stockholders shall choose a president, one or more
vice presidents, a secretary, and a treasurer. However,
in any event, the officers of the Corporation shall hold
office until their successors are chosen and qualified.
Any officer elected or appointed by the Board of
Directors may be removed at any time by the affirmative
vote of a majority of the Board of Directors. Any
vacancy occurring in any office of the Corporation shall
be filled by the Board of Directors.
Section 5. President. The president shall be the
chief executive officer of the Corporation, shall
preside at all meetings of the stockholders and the
Board of Directors (unless a separate Chairman of the
Board is designated), shall have general and active
management of the business of the Corporation, shall see
that all orders and resolutions of the Board of
Directors are carried into effect, and shall perform all
such other duties as are incident to his office or as
are properly required of him by the Board of Directors.
The president shall execute bonds, mortgages and
other contracts requiring a seal, under the seal of the
Corporation, except where required or permitted by law
to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly
delegated by the Board of Directors to some other
officer or agent of the Corporation.
Section 6. Vice Presidents. In the absence of the
president or in the event of his inability or refusal to
act, the vice president (or in the event there be more
than one vice president, the vice presidents in the
order designated by the directors, or in the absence of
any designation, then in the order of their election)
shall perform the duties of the president, and when so
acting, shall have all the powers of and be subject to
all the restrictions upon the president. The vice
presidents shall perform such other duties and have such
other powers as the Board of Directors may from time to
time prescribe.
Section 7. Secretary. The secretary shall attend
all meetings of the Board of Directors and all meetings
of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of
Directors in a book to be kept for that purpose and
shall perform like duties for the standing committees
when required. He shall give, or cause to be given,
notice of all meetings of the stockholders and special
meetings of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of
Directors or president, under whose supervision he shall
be. He shall have custody of the corporate seal of the
Corporation and he, or an assistant secretary, shall
have authority to affix the same to any instrument
requiring it and, when so affixed, it may be attested by
his signature or by the signature of such assistant
secretary. The Board of Directors may give general
authority to any other officer to affix the seal of the
Corporation and to attest the affixing by his signature.
Section 8. Assistant Secretaries. The assistant
secretary, or if there be more than one, the assistant
secretaries in the order determined by the Board of
Directors (or if there by no such determination, then in
the order of their election) shall, in the absence of
the secretary or in the event of his inability or
refusal to act, perform the duties and exercise the
powers of the secretary and shall perform such other
duties and have such other powers as the Board of
Directors may from time to time prescribe.
Section 9. Treasurer. The treasurer is the chief
financial officer of the Corporation and shall have the
custody of the corporate funds and securities and shall
keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and
shall deposit all moneys and other valuable effects in
the name and to the credit of the Corporation in such
depositories as may be designated by the Board of
Directors.
The treasurer shall disburse the funds of the
Corporation as may be ordered by the Board of Directors,
taking proper vouchers for such disbursements, and shall
render to the president and the Board of Directors, at
its regular meetings, or when the Board of Directors so
requires, an account of all his transactions as
treasurer and of the financial condition of the
Corporation.
If required by the Board of Directors, the
treasurer shall give the Corporation a bond (which shall
be renewed every six years) in such sum and with such
surety or sureties as shall be satisfactory to the Board
of Directors for the faithful performance of the duties
of his office and for the restoration to the
Corporation, in case of his death, resignation,
retirement, or removal from office, of all books,
papers, vouchers, money, and other property of whatever
kind in his possession or under his control belonging to
the Corporation.
Section 10. Assistant Treasurers. The assistant
treasurer, or if there shall be more than one, the
assistant treasurers in the order determined by the
Board of Directors (or if there be no such
determination, then in the order of their election)
shall, in the absence of the treasurer or in the event
of his inability or refusal to act, perform the duties
and exercise the powers of the treasurer and shall
perform such other duties and have such other powers as
the Board of Directors may from time to time prescribe.
Section 11. Substitutes. In case any officer of
the Corporation, and any person herein authorized to act
in his place, is absent or unable to act, the Board of
Directors may from time to time delegate the powers or
duties of such officer to any other officer, director,
or other person whom it may select.
ARTICLE VI
STOCK
Section 1. Certificates for Shares. The shares of
the Corporation shall be represented by a certificate or
may be uncertificated. Certificates shall be signed by,
or in the name of the Corporation by, the chairman or
vice chairman of the Board of Directors, of the
president or a vice president and the treasurer or an
assistant treasurer, or the secretary or an assistant
secretary of the Corporation, or other combination of
officers of the Corporation as may be determined from
time to time by the Board of Directors.
Upon the face or back of each stock certificate
issued to represent any partly paid shares, or upon the
books and records of the Corporation in the case of
uncertificated partly paid shares, shall be set forth
the total amount of the consideration to be paid
therefor and the amount paid thereon shall be stated.
If the Corporation shall be authorized to issue
more than one class of stock or more than one series of
any class, the powers, designations, preferences and
relative, participating, optional, or other special
rights or each class of stock or series thereof and the
qualification, limitations, or restrictions of such
preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which
the Corporation shall issue to represent such class or
series of stock, provided that, except as otherwise
provided in Section 202 of the General Corporation Law
of Delaware. In lieu of the foregoing requirements,
there may be set forth on the face or back of the
certificate which the Corporation shall issue to
represent such class or series of stock, a statement
that the Corporation will furnish without charge to each
stockholder who so requests the powers, designations,
preferences, and relative, participating, optional, or
other special rights of each class of stock or series
thereof and the qualifications, limitations, or
restrictions of such preferences and/or rights.
Within a reasonable time after the issuance or
transfer of uncertificated stock, the Corporation shall
send to the registered owner thereof a written notice
containing the information required to be set forth or
stated on certificates pursuant to Sections 151, 156,
202(a) or 218(a) of the General Corporation Law of
Delaware or a statement that the Corporation will
furnish without charge to each stockholder who so
requests the powers, designations, preferences, and
relative participating, optional, or other special
rights of each class of stock or series thereof and the
qualifications, limitations, or restrictions of such
preferences and/or rights.
Section 2. Facsimile Signatures. Any of or all
the signatures on a certificate may be facsimile. In
case any officer, transfer agent, or registrar who has
signed or whose facsimile signature has been placed upon
a certificate shall have ceased to be such officer,
transfer agent, or registrar before such certificate is
issued, it may be issued by the Corporation with the
same effect as if he were such officer, transfer agent,
or registrar at the date of issue.
Section 3. Lost Certificates. The Board of
Directors may direct a new certificate or certificates
or uncertificated shares to be issued in place of any
certificate or certificates theretofore issued by the
Corporation alleged to have been lost, stolen, or
destroyed, upon the making of an affidavit of that fact
by the person claiming the certificate of stock to be
lost, stolen, or destroyed. When authorizing such issue
of a new certificate or certificates or uncertificated
shares, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof,
require the owner of such lost, stolen, or destroyed
certificate or certificates, or his legal
representative, to advertise the same in such manner as
it shall require and/or to give the Corporation a bond
in such sum as it may direct as indemnity against any
claim that may be made against the Corporation with
respect to the certificate alleged to have been lost,
stolen, or destroyed.
Section 4. Transfer of Stock. Upon surrender to
the Corporation or the transfer agent of the Corporation
of a certificate for shares duly endorsed or accompanied
by proper evidence of succession, assignation, or
authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person
entitled thereto, cancel the old certificate, and record
the transaction upon its books. Upon receipt of proper
transfer instructions from the registered owner of
uncertificated shares, such uncertificated shares shall
be cancelled and issuance of new equivalent
uncertificated shares or certificated shares shall be
made to the person entitled thereto and the transaction
shall be recorded upon the books of the Corporation.
Section 5. Fixing Record Dates. In order that the
Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to
exercise any rights in respect to any change,
conversion, or exchange of stock or for the purpose of
any other lawful action, the Board of Directors may fix,
in advance, a record date, which shall not be more than
sixty nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other
action. A determination of stockholders of record
entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors
may fix a new record date for the adjourned meeting.
Section 6. Registered Stockholders. The
Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such
owner, and to hold liable for calls and assessments a
person registered on its books as the owner of shares,
and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on
the part of any other person, whether or not it shall
have express or other notice thereof, except as
otherwise provided by the laws of Delaware.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Dividends. Dividends upon the capital
stock of the Corporation, subject to the provisions of
the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or
special meeting, pursuant to law. Dividends may be paid
in cash, in property, or in shares of the capital stock,
subject to the provisions of the Certificate of
Incorporation.
Section 2. Reserves. Before payment of any
dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as
the directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the
Corporation, or for such other purpose as the directors
shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any
such reserve in the manner in which it was created.
Section 3. Annual Statement. The Board of
Directors shall present at or prior to each annual
meeting, and at any special meeting of the stockholders
when called for by vote of the stockholders, a full and
clear statement of the business and condition of the
Corporation.
Section 4. Checks. All checks or demands for
money and notes of the Corporation shall be signed by
such officer or officers or such other person or persons
as the Board of Directors may from time to time
designate.
Section 5. Fiscal Year. The fiscal year of the
Corporation shall be fixed by resolution of the Board of
Directors.
Section 6. Seal. The corporate seal shall have
inscribed thereon the name of the Corporation, the year
of its organization, and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or
reproduced or otherwise.
ARTICLE VIII
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND
AGENTS
Section 1. Effect of Certificate of Incorporation
and the General Corporation Law of Delaware. This By-
Law is intended to complement the provisions of this
Corporation's Certificate of Incorporation and Section
145 of the General Corporation Law of Delaware, as it
may be amended and supplemented from time to time. If
the provisions of this By-Law conflict with said
Certificate or Section, then the portion of this By-Law
which is in conflict shall be deemed to have no effect.
Section 2. Party Defined. For purposes of
indemnifying this Corporation's directors, officers,
employees, and agents, the term "party" shall include,
but not necessarily be limited to, situations where a
person is a plaintiff, defendant, intervenor, or amicus
curiae.
Section 3. Right of Indemnification. To the
extent, whether in whole or in part, that a director,
officer, employee, or agent of this Corporation has been
successful on the merits or otherwise in defense of any
action, suit, or proceeding referred to in Subsections
(a) and (b) of Section 145 of the General Corporation
Law of Delaware, as may be amended from time to time, or
in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including
attorney's fees) actually and reasonably incurred by him
in connection therewith.
ARTICLE IX
AMENDMENTS
Section 1. Amendments. These By-Laws may be
altered, amended or repealed or new By-Laws may be
adopted by the stockholders or by the Board of
Directors, when such power is conferred upon the Board
of Directors by the Certificate of Incorporation at any
regular meeting of the stockholders or of the Board of
Directors or at any special meeting of the stockholders
or of the Board of Directors if notice of such
alteration, amendment, repeal, or adoption of new By-
Laws be contained in the notice of such special meeting.
If the power to adopt, amend, or repeal By-Laws is
conferred upon the Board of Directors by the Certificate
of Incorporation it shall not divest or limit the power
of the stockholders to adopt, amend, or repeal By-Laws.
Exhibit 11
COMPUTATIONS OF PER SHARE EARNINGS
Earnings per share are based on net income divided by the average
number of shares outstanding including common stock equivalents
during the period. The computation would have been substantially
the same as below on a fully-diluted basis.
The computations are:
Three months ended
December 31
(Dollars and shares in thousands) 1994 1993
Average outstanding shares 81,602 82,128
Common stock equivalents 1,260 1,864
Total shares 82,862 83,992
Net income $63,304 $59,001
Earnings per share:
Primary $0.76 $0.70
Fully diluted $0.76 $0.70
Dividends per share $0.10 $0.08
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM REGISTRANT'S
CONSOLIDATED FINANCIAL STATEMENTS FOR THE QUARTER ENDED DECEMBER 31, 1994 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-END> DEC-31-1994
<CASH> 197,859
<SECURITIES> 166,697
<RECEIVABLES> 96,105
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 437,751
<PP&E> 144,903
<DEPRECIATION> 47,323
<TOTAL-ASSETS> 1,777,670
<CURRENT-LIABILITIES> 193,621
<BONDS> 382,608
<COMMON> 8,226
0
0
<OTHER-SE> 980,469
<TOTAL-LIABILITY-AND-EQUITY> 1,777,670
<SALES> 0
<TOTAL-REVENUES> 215,585
<CGS> 0
<TOTAL-COSTS> 122,830
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,087
<INCOME-PRETAX> 92,431
<INCOME-TAX> 29,127
<INCOME-CONTINUING> 63,304
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 63,304
<EPS-PRIMARY> .76
<EPS-DILUTED> .76
</TABLE>
