<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 30, 1998
-------------
/ / 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 1-2958
------
HUBBELL INCORPORATED
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
STATE OF CONNECTICUT 06-0397030
- -------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
584 DERBY MILFORD ROAD, ORANGE, CT 06477
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(203) 799-4100
- -------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
N/A
- -------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if
changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES /X/ NO / /
The number of shares of registrant's classes of common stock outstanding as of
August 3, 1998 were:
Class A ($.01 par value) 10,941,000
Class B ($.01 par value) 54,998,000
<PAGE> 2
HUBBELL INCORPORATED
PART I - FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
June 30, 1998 December 31, 1997
------------- -----------------
<S> <C> <C>
ASSETS
Current Assets:
Cash and temporary cash investments $ 57,811 $ 75,217
Accounts receivable (net) 207,321 191,027
Inventories 297,070 275,886
Prepaid taxes 28,156 30,179
Other 6,450 23,864
---------- ----------
TOTAL CURRENT ASSETS 596,808 596,173
Property, Plant and Equipment (net) 276,782 251,933
Other Assets:
Investments 212,078 205,578
Purchase price in excess of net assets of companies acquired (net) 193,410 190,514
Property held as investment 12,260 11,249
Other 29,404 29,337
---------- ----------
$1,320,742 $1,284,784
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Commercial paper and notes $ 58,000 $ 250
Accounts payable 68,376 60,909
Accrued salaries, wages and employee benefits 36,962 34,069
Accrued income taxes 33,687 38,338
Dividends payable 20,509 19,483
Accrued consolidation and streamlining charge 14,000 14,000
Other accrued liabilities 78,596 89,252
---------- ----------
TOTAL CURRENT LIABILITIES 310,130 256,301
Long-Term Debt 99,551 99,519
Other Non-Current Liabilities 95,813 95,810
Deferred Income Taxes 1,993 2,898
Shareholders' Equity 813,255 830,256
---------- ----------
$1,320,742 $1,284,784
========== ==========
</TABLE>
See notes to consolidated financial statements
2
<PAGE> 3
HUBBELL INCORPORATED
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
-------------------------- --------------------------
1998 1997 1998 1997
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
NET SALES $ 372,480 $ 352,898 $ 712,221 $ 677,595
Cost of goods sold 256,133 241,680 491,424 466,301
--------- --------- --------- ---------
GROSS PROFIT 116,347 111,218 220,797 211,294
Selling & administrative expenses 56,205 53,659 107,527 103,754
--------- --------- --------- ---------
OPERATING INCOME 60,142 57,559 113,270 107,540
--------- --------- --------- ---------
OTHER INCOME (EXPENSE):
Investment income 4,072 4,313 8,175 8,841
Interest expense (2,623) (1,785) (4,336) (3,583)
Other income (expense), net (698) (923) (1,199) (1,778)
--------- --------- --------- ---------
TOTAL OTHER INCOME, NET 751 1,605 2,640 3,480
--------- --------- --------- ---------
INCOME BEFORE INCOME TAXES 60,893 59,164 115,910 111,020
Provision for income taxes 16,745 17,749 31,875 33,306
--------- --------- --------- ---------
NET INCOME $ 44,148 $ 41,415 $ 84,035 $ 77,714
========= ========= ========= =========
EARNINGS PER SHARE - BASIC $ 0.67 $ 0.62 $ 1.26 $ 1.16
========= ========= ========= =========
EARNINGS PER SHARE - DILUTED $ 0.65 $ 0.60 $ 1.23 $ 1.13
========= ========= ========= =========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE> 4
HUBBELL INCORPORATED
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30
CASH FLOWS FROM OPERATING ACTIVITIES 1998 1997
-------- ---------
<S> <C> <C>
Net income $ 84,035 $ 77,714
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 25,942 25,039
Deferred income taxes 1,034 2,353
Expenditures for streamlining and consolidation (1,573) (5,927)
Changes in assets and liabilities, net of the effect of business acquisitions:
(Increase)/Decrease in accounts receivable (15,554) (14,170)
(Increase)/Decrease in inventories (6,504) (11,825)
(Increase)/Decrease in other current assets 17,442 3,106
Increase/(Decrease) in current operating liabilities (16,148) (15,582)
(Increase)/Decrease in other, net 652 2,559
-------- ---------
Net cash provided by operating activities 89,326 63,267
-------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of businesses (20,498) (3,077)
Additions to property, plant and equipment (44,076) (24,802)
Purchases of investments (17,493) (4,296)
Repayments and sales of investments 10,993 7,980
Other, net 2,114 (30)
-------- ---------
Net cash used in investing activities (68,960) (24,225)
-------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of dividends (38,910) (34,653)
Commercial paper and notes - borrowings (repayments) 57,750 (15,685)
Exercise of stock options 4,295 1,926
Acquisition of treasury shares (60,907) (7,540)
-------- ---------
Net cash provided (used) in financing activities (37,772) (55,952)
-------- ---------
Increase (Decrease) in cash and temporary cash investments (17,406) (16,910)
CASH AND TEMPORARY CASH INVESTMENTS
Beginning of period 75,217 134,397
-------- ---------
End of period $ 57,811 $ 117,487
======== =========
</TABLE>
See notes to consolidated financial statements
4
<PAGE> 5
HUBBELL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
(UNAUDITED)
1. Inventories are classified as follows: (in thousands)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1998 1997
-------- --------
<S> <C> <C>
Raw Material $101,746 $ 96,455
Work-in-Process 84,918 74,284
Finished Goods 154,652 148,939
-------- --------
341,316 319,678
Excess of current
Production costs over
LIFO cost basis 44,246 43,792
-------- --------
$297,070 $275,886
======== ========
</TABLE>
2. Shareholders' Equity comprises: (in thousands)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1998 1997
--------- ---------
<S> <C> <C>
Common Stock, $.01 par value:
Class A-authorized 50,000,000 shares,
outstanding 10,968,921 and 11,146,062 shares $ 110 $ 111
Class B-authorized 150,000,000 shares
outstanding 55,052,671 and 55,880,945 shares 551 559
Additional paid-in-capital 413,619 472,729
Retained earnings 410,986 366,887
Unrealized holding gains (losses) on securities 44 86
Cumulative translation adjustments (12,055) (10,116)
--------- ---------
$813,255 $830,256
========= =========
</TABLE>
5
<PAGE> 6
HUBBELL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
(UNAUDITED)
3. The company has acquired three product lines and associated assets
during 1998 for a cash purchase price of $20,498,000. The most recent of
these acquisitions was the business and assets of Siescor Technologies,
Inc. at the beginning of the second quarter. On February 14, 1997,
Hubbell acquired Fargo Manufacturing Company, Inc. ("Fargo") based in
Poughkeepsie, New York. Fargo manufactures distribution and
transmission line products primarily for the electric utility market.
Each share of Fargo common stock was converted into a right to receive
shares or fractions thereof of Hubbell's Class B Common Stock and
accordingly 1,170,572 shares of Class B Common Stock were issued. The
acquisition of Fargo has been recorded under the purchase method of
accounting with a cost of $43,100,000 net of cash acquired.
Additionally, three product lines and associated assets were acquired
during 1997 for $21,130,000 in cash.
The costs of the acquired businesses have been allocated to assets
acquired and liabilities assumed based on fair values with the residual
amount assigned to goodwill, which is being amortized over forty years.
The businesses have been included in the financial statements as of
their respective acquisition date and had no material effect on the
Company's financial position and reported earnings.
4. The following table sets forth the computation of earnings per share
for the three months ended March 31, (in thousands except per share
data):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
------------------- -------------------
1998 1997 1998 1997
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net Income $44,148 $41,415 $84,035 $77,414
Weighted average number of common 66,215 67,192 66,533 67,008
shares outstanding during the period
Common equivalent shares 1,800 1,729 1,925 1,706
------- ------- ------- -------
Average number of shares outstanding 68,015 68,921 68,458 68,714
Earnings per share:
Basic $ 0.67 $ 0.62 $ 1.26 $ 1.16
Diluted $ 0.65 $ 0.60 $ 1.23 $ 1.13
</TABLE>
5. In the opinion of management, the information furnished in Part
I-Financial Information on Form 10-Q reflects all adjustments (which
include only normal recurring adjustments) necessary to present fairly
the financial statements for the periods indicated.
6. The results of operations for the three and six months ended June 30,
1998 and 1997 are not necessarily indicative of the results to be
expected for the full year.
6
<PAGE> 7
HUBBELL INCORPORATED
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
JUNE 30, 1998
FINANCIAL CONDITION
At June 30, 1998, the Company's financial position remained strong with
working capital of $286.7 million and a current ratio of 1.9 to 1. Total
borrowings at June 30, 1998, were $157.6 million, 19.4% of shareholders equity.
The net decline in cash and temporary cash investments of $17.4 million
for the six months ended June 30, 1998, reflects the following: expenditures for
plant and equipment as part of the consolidation and streamlining initiative,
the acquisition of treasury shares under the Company's share repurchase program,
and quarterly dividend payment offset by cash provided from operating
activities.
Net cash provided by operating activities reflects higher net income
and a reduction in other current assets. Accounts receivable increased in line
with higher sales. The increase in inventories is to provide adequate stock to
maintain customer service levels during relocation of manufacturing operations.
The Company believes that currently available cash, borrowing
facilities, and its ability to increase its credit lines if needed, combined
with internally generated funds should be more than sufficient to fund capital
expenditures as well as any increase in working capital that would be required
to accommodate a higher level of business activity.
RESULTS OF OPERATIONS
Consolidated net sales increased by 6% for the second quarter and 5%
year-to-date, on improved shipment for Premise Wiring, Lighting and Pulse
Communications combined with the acquisition of six product lines (three in 1997
and three in 1998). Operating income increased 5% for the quarter and first six
months. Operating margins were essentially even with last year as profitability
improvements offset the effects of workforce and production redeployment costs
under the Company's consolidation and streamlining initiative which are being
expensed as incurred; combined with increasing price competition and unfavorable
foreign currency exchange rates.
Low Voltage segment sales increased by 5% for the second quarter and
year-to-date periods on higher shipments of generally all products within the
segment. Operating income increased approximately 4% for the quarter and
year-to-date reflecting the growth in sales.
High Voltage segment sales declined 2% in the quarter and were essentially even
with last year for the first six months. The effect of the acquisition of Fargo
in February 1997 was offset by lower sales in the Asian and Canadian markets.
Operating income increased 4% for the quarter and 9% for year-to-date on
improved operating efficiencies and completing the assimilation of the Fargo
acquisition.
The Other Industry segment sales increased 11% for the quarter and 8% for the
first six months on increased sales of telecommunications and wire management
products combined with the acquisition of the Siescor Technologies product line
in April 1998. Operating profits increased 7% and 6% respectively for the
quarter and year-to-date reflecting the growth in sales and the impact of
redeployment expenses associated with the streamlining and consolidation of the
fittings, switch and outlet box businesses.
Sales through the Company's international units declined by 9% in the second
quarter and 2% year-to-date reflecting the weakened economies in Asia and
Canada. Profitability was effected by unfavorable translation rates due to the
strengthening of the US dollar against foreign currencies and combined with the
lower sales volumes resulted in operating income declining by 13% in the
quarter.
7
<PAGE> 8
HUBBELL INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
JUNE 30, 1998
(CONTINUED)
The effective income tax rate for 1998 was 27.5% versus 30% in 1997.
The decrease in the effective tax rate reflects a higher level of tax benefit
from Puerto Rico operations. Year-to-date net income increased 8% and diluted
earnings per share increased 9%, respectively.
The Company's consolidation and streamlining program is proceeding
according to management's plan. At June 30, 1998, the accrual balance was
$30,108,000. Through June 30, 1998, cumulative costs charged to the
consolidation and streamlining accrual were $14,500,000 as follows (in
millions):
<TABLE>
<CAPTION>
Employee Asset Exist Other
Benefits Disposals Costs Costs Total
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
1997 Streamlining Charge $15.6 $18.0 $ 6.1 $ 4.9 $44.6
Amounts Utilized in 1997 (.6) (7.3) (0.1) (4.9) (12.9)
Amounts Utilized in 1998 (1.2) (0.1) (0.3) -- (1.6)
----- ----- ----- ----- -----
Remaining Reserve $13.8 $10.6 $ 5.7 $-- $30.1
===== ===== ===== ===== =====
</TABLE>
8
<PAGE> 9
HUBBELL INCORPORATED
PART II -- OTHER INFORMATION
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Shareholders held on May 4, 1998:
1. The following nine (9) individuals were elected directors of the
Company for the ensuing year to serve until the next Annual Meeting of
Shareholders of the Company and until their respective successors may
be elected and qualified, the affirmative votes being a majority of the
voting power of all outstanding eligible shares all voting as a single
class:
<TABLE>
<CAPTION>
NAME OF INDIVIDUAL VOTES FOR VOTES WITHHELD
- ------------------ --------- --------------
<S> <C> <C>
G. Jackson Ratcliffe 241,134,636 557,251
Andrew McNally IV 241,133,159 558,728
John A. Urquhart 241,069,976 621,911
George W. Edwards, Jr 240,925,806 766,081
E. Richard Brooks 240,918,309 773,578
Daniel J. Meyer 240,902,665 789,222
Horace G. McDonell 240,826,995 864,892
Malcolm Wallop 240,568,787 1,123,100
Joel S. Hoffman 240,117,101 1,574,786
</TABLE>
2. Price Waterhouse was ratified as independent accountants to examine the
annual financial statements for the Company for the year 1998 receiving
241,454,807 affirmative votes, being a majority of the votes cast on
the matter all voting as a single class, with 133,388 negative votes
and 103,706 votes abstained.
3. The proposal relating to an amendment to the Company's Restated
Certificate of Incorporation (the "Certificate") to permit the Company
to engage in any lawful business for which corporations may be formed
under the laws of the State of Connecticut, which appears on pages 21
and 22 of the proxy statement, dated March 23, 1998 (the "Proxy
Statement"), and which proposal is incorporated herein by reference,
has been approved with 240,902,331 affirmative votes, being a majority
of the votes cast on the matter all voting as a single class, with
419,432 negative votes, and 370,159 votes abstained.
4. The proposal relating to an amendment to the Company's Certificate to
provide additional indemnification to directors and officers of the
Company and to permit indemnification for employees and agents in
certain circumstances, which appears on pages 22 to 27 of the Proxy
Statement, and which proposal is incorporated herein by reference, has
been approved with 238,942,825 affirmative votes, being a majority of
the votes cast on the matter all voting as a single class, with
2,073,674 negative votes, and 670,421 votes abstained.
5. The proposal relating to amendments to the Company's Certificate to
provide for various conforming changes intended to update citations to
the Connecticut General Statutes, to provide flexibility with respect
to locating the Company's headquarters, and to ensure consistency of
the language throughout the Certificate, which appears on pages 27 and
28 of the Proxy Statement, and which proposal is incorporated herein by
reference, has been approved with 239,917,373 affirmative votes, being
a majority of the votes cast on the matter all voting as a single
class, with 960,434 negative votes, and 814,094 votes abstained.
6. The shareholder proposal relating to Board diversity, which appears on
pages 28 to 30 of the Proxy Statement, and which proposal is
incorporated herein by reference, has been rejected with 20,738,938
affirmative votes, being the affirmative vote of less than a majority
of the votes cast on the matter all voting as a single class, with
196,263,797 negative votes, being a majority of the votes cast on the
matter all voting as a single class, and 2,278,558 votes abstained.
9
<PAGE> 10
HUBBELL INCORPORATED
PART II -- OTHER INFORMATION
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
NUMBER DESCRIPTION
- ------ -----------
3a Restated Certificate of Incorporation, as amended and restated
effective as of May 14, 1998*
27. Financial Data Schedule (Electronic filings only)
- ----------
* Filed hereunder
REPORTS ON FORM 8-K
There were no reports on Form 8-K filed for the six months ended June 30, 1998.
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.
HUBBELL INCORPORATED
Dated: August 7, 1998 /s/ H. B. Rowell, Jr.
---------------- --------------------------
Harry B. Rowell, Jr.
Executive Vice President
(Chief Financial and Accounting Officer)
10
<PAGE> 1
EXHIBIT 3a
HUBBELL INCORPORATED
(A Stock Corporation)
Restated Certificate of Incorporation
(By Action of the Board of Directors)
FIRST: That the name of the corporation is Hubbell Incorporated.
SECOND: That said corporation shall be located in the Town of Orange, County of
New Haven, in the State of Connecticut, or any other place the Board of
Directors shall determine.
THIRD: That the nature of the business to be transacted, and the purposes to
be promoted or carried out, by said corporation are as follows:
To manufacture, buy, sell, own and deal in machinery, tools, machine screws,
electrical goods, supplies, apparatus, devices and fixtures of every character,
material and description, and to buy, sell, own, and deal in letters patent and
rights and licenses under letters patent, necessary or convenient for the
prosecution of its business, and to grant rights and licenses to others under
letters patent which may be owned by said corporation, and to buy, sell,
mortgage, own and deal in such real estate as may be necessary or convenient for
the prosecution of its business, and to engage in any other lawful business
permitted under the laws of the State of Connecticut, and generally to do all
things necessary or convenient for the prosecution of its business, and the
proper conduct and management thereof.
FOURTH: A. The total number of shares of the capital stock of this corporation
hereby authorized is 205,891,097 divided into 5,891,097 shares of Preferred
Stock without par value, 50,000,000 shares of Class A Common Stock of the par
value of $0.01 each, and 150,000,000 shares of Class B Common Stock of the par
value of $0.01 each.
B. Except as may otherwise be provided by law, the holders of record of
Class A and Class B Common Stock shall vote as a single class, and the holder of
record of each issued and outstanding share of Class A Common Stock shall be
entitled to have 20 votes and the holder of record of each issued and
outstanding share of Class B Common Stock shall be entitled to have one vote,
upon all matters brought before any meeting of the stockholders of the
corporation. In all other respects, whether as to dividends or upon liquidation,
dissolution or winding up of the affairs of the corporation, or otherwise, the
holders of record of the Class A Common Stock and the holders of record of the
Class B Common Stock shall have identical rights and privileges on the basis of
the number of shares held except that stock dividends may be declared and paid
on shares of Class A Common Stock in whole or in part in shares of Class B
Common Stock.
C. No holder of stock of the corporation of any class shall have any
preemptive or other rights to subscribe to or purchase any new or additional or
increased shares of stock of this corporation of any class or any scrip, rights,
warrants, bonds or other obligations, security or evidences of indebtedness,
whether or not convertible into or exchangeable for, or shall claim rights to
purchase or otherwise acquire, shares of stock of the corporation of any class.
C.1 The corporation may, to the extent of its unreserved and
unrestricted capital surplus, (a) make distributions of cash or property to its
shareholders with respect to its outstanding shares or any
-1-
<PAGE> 2
thereof, and (b) make purchases and permit conversions of its own shares for
cash, securities or other property.
D. The Preferred Stock may be issued from time to time in series and
each series shall be so designated as to distinguish the shares thereof from the
shares of all other series. All shares of Preferred Stock shall be of equal rank
and shall be identical except as expressly determined by the Board of Directors
pursuant to this paragraph FOURTH. The Board of Directors is hereby expressly
vested with authority to fix and determine the variations as among such series.
Except as otherwise provided by law, the foregoing authority shall include
without limitation with respect to each such series authority to fix and
determine the number of shares thereof, the dividend rate, whether dividends
shall be cumulative and, if so, from which date or dates, voting rights,
liquidation rights, the redemption price or prices, if any, and the terms and
conditions of the redemption, any sinking fund provisions for the redemption or
purchase of shares of the series, and the terms and conditions on which the
shares are convertible into Class A Common Stock or Class B Common Stock, or
both, if they are convertible; provided, however, that all shares of Preferred
Stock shall constitute one and the same class, and shall be of equal rank,
regardless of series, in respect of the payment of dividends and distributions
in liquidation. Before the issuance of shares of Preferred Stock any provision
of which is fixed by the Board of Directors as hereinbefore set forth, the Board
of Directors shall by its Resolution amend the Certificate of Incorporation as
required by Section 33-666 of the Connecticut General Statutes.
FIFTH: That the amount of capital with which this corporation shall commence
business is one hundred thousand dollars.
SIXTH: That the duration of the corporation is unlimited.
SEVENTH: The personal liability of any Director to the corporation or its
shareholders for monetary damages for breach of duty as a Director is hereby
limited to the amount of the compensation received by the Director for serving
the corporation during the year of the violation if such breach did not (a)
involve a knowing and culpable violation of law by the Director, (b) enable the
Director or an associate, as defined in Section 33-840 of the Connecticut
General Statutes, to receive an improper personal economic gain, (c) show a lack
of good faith and a conscious disregard for the duty of the Director to the
corporation under circumstances in which the Director was aware that his conduct
or omission created an unjustifiable risk of serious injury to the corporation,
(d) constitute a sustained and unexcused pattern of inattention that amounted to
an abdication of the Director's duty to the corporation, or (e) create liability
under Section 33-757 of the Connecticut General Statutes. This provision shall
not limit or preclude the liability of a Director for any act or omission
occurring prior to the date this provision becomes effective. Any lawful repeal
or modification of this provision by the shareholders and the Board of Directors
of the corporation shall not adversely affect any right or protection of a
Director existing at or prior to the time of such repeal or modification.
EIGHTH: The corporation shall, to the fullest extent permitted by law, indemnify
its Directors from and against any and all of the liabilities, expenses and
other matters referenced in or covered by the Connecticut Business Corporation
Act. In furtherance and not in limitation thereof, the corporation shall
indemnify each Director for liability, as defined in subsection (5) of Section
33-770 of the Connecticut General Statutes, to any person for any action taken,
or any failure to take any action, as a Director, except liability that (i)
involved a knowing and culpable violation of law by the Director, (ii) enabled
the Director or an associate, as defined in Section 33-840 of the Connecticut
General Statutes, to receive an improper personal economic gain, (iii) showed a
lack of good faith and conscious disregard for the duty of the Director to the
corporation under circumstances in which the Director was aware that his conduct
-2-
<PAGE> 3
or omission created an unjustifiable risk of serious injury to the corporation,
(iv) constituted a sustained and unexcused pattern of inattention that amounted
to an abdication of the Director's duty to the corporation, or (v) created
liability under Section 33-757 of the Connecticut General Statutes; provided
that nothing in this sentence shall affect the indemnification of or advance of
expenses to a Director for any liability stemming from acts or omissions
occurring prior to the effective date of this Paragraph EIGHTH.
The corporation shall indemnify each officer of the corporation who is
not a Director, or who is a Director but is made a party to a proceeding in his
capacity solely as an officer, to the same extent as the corporation is
permitted to provide the same to a Director, and may indemnify such persons to
the extent permitted by Section 33-776 of the Connecticut General Statutes.
The indemnification provided for herein shall not be deemed exclusive
of any other rights to which those indemnified may be entitled under any bylaw,
agreement, vote of shareholders or disinterested Directors or otherwise, both as
to action in such person's official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a Director or officer and shall inure to the benefit of the heirs,
executors and administrators of such a person.
B. Expenses incurred by a Director or officer of the corporation in
defending a civil or criminal action, suit or proceeding shall be paid for or
reimbursed by the corporation to the fullest extent permitted by law in advance
of the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such Director or officer to repay such amount if
it shall be ultimately determined that such Director or officer is not entitled
to be indemnified by the corporation.
C. The corporation may indemnify and pay for or reimburse the expenses
of employees and agents not otherwise entitled to indemnification pursuant to
this Paragraph EIGHTH on such terms and conditions as may be established by the
Board of Directors.
D. No amendment to or repeal of this Paragraph EIGHTH shall apply to or
have any effect on the indemnification of any Director, officer, employee or
agent of the corporation for or with respect to any acts or omissions of such
Director, officer, employee or agent occurring prior to such amendment or
repeal, nor shall any such amendment or repeal apply to or have any effect on
the obligations of the corporation to pay for or reimburse in advance expenses
incurred by a Director, officer, employee or agent of the corporation in
defending any action, suit or proceeding arising out of or with respect to any
acts or omissions occurring prior to such amendment or repeal.
NINTH: References in this Restated Certificate of Incorporation to
sections of the Connecticut General Statutes shall be deemed to include
amendments adopted form time to time to such sections and shall further be
deemed to include any successor sections thereto.
-3-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 57,811
<SECURITIES> 0
<RECEIVABLES> 215,799
<ALLOWANCES> 8,478
<INVENTORY> 297,070
<CURRENT-ASSETS> 596,808
<PP&E> 559,154
<DEPRECIATION> 282,372
<TOTAL-ASSETS> 1,320,742
<CURRENT-LIABILITIES> 310,130
<BONDS> 99,551
0
0
<COMMON> 661
<OTHER-SE> 812,594
<TOTAL-LIABILITY-AND-EQUITY> 1,320,742
<SALES> 712,221
<TOTAL-REVENUES> 712,221
<CGS> 491,424
<TOTAL-COSTS> 491,424
<OTHER-EXPENSES> 2,640
<LOSS-PROVISION> 1,016
<INTEREST-EXPENSE> 4,336
<INCOME-PRETAX> 115,910
<INCOME-TAX> 31,875
<INCOME-CONTINUING> 84,035
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 84,035
<EPS-PRIMARY> 1.26
<EPS-DILUTED> 1.23
</TABLE>
