UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Quarterly Period Ended May 31, 1997.
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 1-8862
- -----------------------------------------------------------------------------
MARK IV INDUSTRIES, INC.
- -----------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 23-1733979
- -----------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
501 John James Audubon Parkway, P.O. Box 810, Amherst, New York 14226-0810
- -----------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(716) 689-4972
- ---------------------------------------------------------------------------
(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
---
Number of shares outstanding of each class of the Registrant's common stock,
as of the latest practicable date:
Class Outstanding at June 26, 1997
----- ----------------------------
Common stock $.01 par value 63,801,751
<PAGE>2
MARK IV INDUSTRIES, INC.
INDEX
Part I. Financial Information Page No.
- ------------------------------ --------
Consolidated Condensed Balance Sheets as of
May 31, 1997 and February 28, 1997 3
Consolidated Statements of Income and Retained Earnings
For the Three Month Periods Ended May 31, 1997 and 1996 4
Consolidated Statements of Cash Flows
For the Three Month Periods Ended May 31, 1997 and 1996 5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Part II. Other Information 12
- ---------------------------
Signature Page 13
Exhibit Index 14
<PAGE>3
MARK IV INDUSTRIES, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in thousands)
May 31, February 28,
1997 1997
ASSETS (Unaudited)
----------- ------------
Current Assets:
Cash $ 1,300 $ 1,300
Accounts receivable 452,400 390,100
Inventories 363,600 377,600
Other current assets 81,700 76,500
---------- ----------
Total current assets 899,000 845,500
Pension and other non-current assets 213,700 214,000
Property, plant and equipment, net 565,900 553,300
Cost in excess of net assets acquired 360,400 361,800
---------- ----------
TOTAL ASSETS $2,039,000 $1,974,600
========== ==========
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable and current
maturities of debt $ 95,600 $ 89,300
Accounts payable 194,600 188,400
Compensation related liabilities 77,300 89,300
Accrued interest 10,700 20,400
Other current liabilities 90,500 93,500
---------- ----------
Total current liabilities 468,700 480,900
---------- ----------
Long-Term Debt:
Senior debt 121,300 22,000
Subordinated debentures 506,600 506,500
---------- ----------
Total long-term debt 627,900 528,500
---------- ----------
Other non-current liabilities 217,100 206,800
---------- ----------
Stockholders' Equity:
Preferred stock - -
Common stock 600 700
Additional paid-in capital 635,800 696,500
Retained earnings 106,900 79,300
Foreign currency translation adjustment (18,000) (18,100)
---------- ----------
Total stockholders' equity 725,300 758,400
---------- ----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $2,039,000 $1,974,600
========== ==========
The accompanying notes are an integral part of these financial statements.
<PAGE>4
MARK IV INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (UNAUDITED)
For the Three Month Periods Ended May 31, 1997, and 1996
(Amounts in thousands, except per share data)
1997 1996
---- ----
(As Restated)
Net sales from continuing operations $560,100 $540,900
-------- --------
Operating costs:
Cost of products sold 376,800 365,100
Selling and administration 89,400 88,400
Research and development 11,800 10,800
Depreciation and amortization 18,500 16,900
-------- --------
Total operating costs 496,500 481,200
-------- --------
Operating income 63,600 59,700
Interest expense (14,300) (14,900)
-------- --------
Income before provision for taxes 49,300 44,800
Provision for income taxes 19,200 17,500
-------- --------
Income from continuing operations 30,100 27,300
Income from discontinued operations - 1,200
-------- --------
Net income 30,100 28,500
Retained earnings - beginning of the period 79,300 109,700
Cash dividends of $.04 and $.033 per share (2,500) (2,200)
-------- --------
Retained earnings - end of the period $106,900 $136,000
======== ========
Net income per share of common stock:
Primary:
Income from continuing operations $ .46 $ .41
Income from discontinued operations - .02
-------- --------
Net income $ .46 $ .43
Fully Diluted: ======== ========
Income from continuing operations $ .46 $ .41
Income from discontinued operations - .02
-------- --------
Net income $ .46 $ .43
======== ========
Weighted average number of shares outstanding:
Primary 65,500 66,300
======== ========
Fully-diluted 66,000 66,700
======== ========
The accompanying notes are an integral part of these financial statements.
<PAGE>5
MARK IV INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Three Month Periods Ended May 31, 1997 and 1996
(Dollars in thousands)
1997 1996
---- ----
(As Restated)
Cash flows from operating activities:
Income from continuing operations $ 30,100 $ 27,300
Items not affecting cash:
Depreciation and amortization 18,500 16,900
Pension and compensation related items (4,600) (3,400)
Deferred income taxes 8,300 6,600
Income from discontinued operations,
before non-cash charges - 3,900
Changes in assets and liabilities, net
of effects of acquired and divested businesses:
Accounts receivable (67,400) (40,400)
Inventories 1,500 1,500
Other assets (20,000) (11,800)
Accounts payable 8,400 (23,600)
Other liabilities (21,400) (11,900)
Net assets of discontinued operations - 200
-------- --------
Net cash used in operating activities (46,600) (34,700)
-------- --------
Cash flows from investing activities:
Acquisitions and investments - (78,000)
Divestitures and asset sales 35,500 -
Purchase of plant and equipment, net
Continuing operations (31,100) (17,800)
Discontinued operations - (1,100)
-------- --------
Net cash provided from (used in)
investing activities 4,400 (96,900)
-------- --------
Cash flows from financing activities:
Credit agreement borrowings, net 100,000 121,800
Other changes in long-term debt, net (600) (11,700)
Changes in short-term bank borrowings 6,400 23,900
Common stock transactions (61,100) -
Cash dividends paid (2,500) (2,200)
-------- --------
Net cash provided by financing activities 42,200 131,800
-------- --------
Net increase in cash - 200
Cash and cash equivalents:
Beginning of the period 1,300 900
-------- --------
End of the period 1,300 1,100
======== ========
The accompanying notes are an integral part of these financial statements.
<PAGE>6
MARK IV INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. Financial Statements
The unaudited consolidated financial statements include the accounts of
the Company and all of its subsidiaries. All significant intercompany
transactions have been eliminated. The unaudited consolidated financial
statements have been prepared in conformity with generally accepted
accounting principles, which requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
as of the date of such financial statements, and the reported amounts of
revenues and expenses during the reporting periods. It should be
recognized that the actual results could differ from those estimates.
In the opinion of the Company's management, the accompanying unaudited
consolidated financial statements contain all adjustments necessary to
present fairly the financial position of the Company at May 31, 1997,
and the results of its operations and its cash flows for the periods
ended May 31, 1997 and 1996. Such results are not necessarily
indicative of the results to be expected for the full year.
2. Discontinued Operations
During the latter half of fiscal 1997, the Company substantially
completed a divestiture program aimed at selling its non-core
operations. The results of operations for the three month period ended
May 31, 1996 have been restated to reflect the divested businesses as
discontinued operations.
3. Accounts Receivable and Inventories
Accounts receivable are presented net of allowances for doubtful
accounts of $14.2 million and $14.7 million at May 31, 1997 and
February 28, 1997, respectively.
Inventories consist of the following components (dollars in thousands):
May 31, February 28,
1997 1997
-------- -----------
Raw materials $ 90,400 $ 87,200
Work-in-process 58,200 68,700
Finished goods 215,000 221,700
-------- ---------
Total $363,600 $ 377,600
======== =========
<PAGE>7
MARK IV INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Since physical inventories taken during the year do not necessarily
coincide with the end of a quarter, management has estimated the
composition of inventories with respect to raw materials, work-in-
process and finished goods. It is management's opinion that this
estimate represents a reasonable approximation of the inventory
breakdown as of May 31, 1997. The amounts at February 28, 1997 are
based upon the audited balance sheet at that date.
4. Property, Plant and Equipment
Property, plant and equipment are stated at cost and consist of the
following components (dollars in thousands):
May 31, February 28,
1997 1997
-------- -----------
Land and land improvements $ 25,000 $ 25,000
Buildings 147,700 146,800
Machinery and equipment 545,200 529,800
-------- --------
Total property, plant and equipment 717,900 701,600
Less accumulated depreciation 152,000 148,300
-------- --------
Property, plant and equipment, net $565,900 $553,300
======== ========
5. Long-term debt
Long-term debt consists of the following (dollars in thousands):
May 31, February 28,
1997 1997
------- ------------
Senior Debt:
Credit Agreement $ 100,000 $ -
Other borrowing arrangements 25,500 27,400
---------- ----------
Total 125,500 27,400
Less Current maturities (4,200) (5,400)
---------- ----------
Net senior debt 121,300 22,000
---------- ----------
Subordinated Debt:
7-3/4% Senior Subordinated Notes 248,600 248,500
8-3/4% Senior Subordinated Notes 258,000 258,000
---------- ----------
Total subordinated debt 506,600 506,500
---------- ----------
Total long-term debt 627,900 528,500
Total stockholders' equity 725,300 758,400
---------- ----------
Total capitalization $1,353,200 $1,286,900
========== ==========
Long-term debt as a percentage
of total capitalization 46.4% 41.1%
========== ==========
<PAGE>8
MARK IV INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
6. Cash Flow
For purposes of cash flows, the Company considers overnight investments
as cash equivalents. The Company made cash interest payments of
approximately $24.1 million and $17.2 million in the three month periods
ended May 31, 1997 and 1996, respectively. The Company also made cash
income tax payments of approximately $6.5 million and $3.0 million in
the three month periods ended May 31, 1997 and 1996, respectively.
7. Common Stock Repurchase
In March 1997, the Company announced its intention to acquire up to 7.3
million shares of its Common Stock outstanding. It is expected that
such shares would be purchased in the open-market, or through privately
negotiated transactions, at prices which the Company considers to be
attractive. Through May 31, 1997, the Company acquired approximately
2.6 million of such shares, at an average cost of $23.69 per share, or a
total cost of approximately $61.2 million.
<PAGE>9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
- -------------------------------
Cash provided by earnings (net income from continuing operations before non-
cash items) was approximately $52.3 million for the three month period ended
May 31, 1997, an increase of $1.0 million (2%) over the three month period
ended May 31, 1996. As of May 31, 1997, the Company had a working capital
investment of $430.3 million, which reflects an increase of $65.7 million
(18%) over the amount invested as of February 28, 1997. The increase is
primarily the result of seasonal increases required for the Company's
Industrial consumer hose and Automotive after-market business sectors, and
temporary increases required to facilitate the restructuring efforts announced
in October 1996. Management is focusing its efforts at reducing the working
capital requirements over the balance of the fiscal year.
Capital expenditures for the three month period ended May 31, 1997 were
approximately $31.5 million, which exceeded depreciation and amortization
expense of $18.5 million for the same period, and reflects an increase in
expenditures of approximately $13.3 million over the three month period ended
May 31, 1996. The increased level of expenditures relates primarily to the
new facilities and equipment required to support new products and markets, and
increased business opportunities in Europe and South America, as well as the
Company's restructuring efforts. Management anticipates that the Company's
capital expenditure requirements will exceed its annual depreciation and
amortization charges in fiscal 1998, due in part to capital required to effect
the Company's restructuring efforts.
In March 1997, the Company announced its intention to acquire up to 7.3
million shares of its Common Stock outstanding. It is expected that such
shares would be purchased in the open-market, or through privately negotiated
transactions, at prices which the Company considers to be attractive. Through
May 31, 1997, the Company acquired approximately 2.6 million of such shares,
at an average cost of $23.69 per share, or a total cost of approximately $61.2
million.
In March 1997 the Company sold its Data Systems and LFE Industrial Systems
businesses for total proceeds of approximately $35 million. Such proceeds
were used initially to reduce borrowings outstanding under the Company's
Credit Agreement.
The Company has borrowing availability under its primary credit agreements of
approximately $400 million and additional availability under its various
domestic and foreign demand lines of credit of approximately $150 million as
of May 31, 1997. Long-term debt at May 31, 1997 was $627.9 million, an
increase of approximately $99.4 million over the $528.5 million that was
outstanding as of February 28, 1997. The change reflects increased borrowings
to fund the Company's stock repurchase program and temporary working capital
needs.
<PAGE>10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Management believes cash generated from operations, as temporarily
supplemented by existing credit availability, should be sufficient to support
the Company's working capital requirements and anticipated capital expenditure
needs for the foreseeable future, including the costs associated with its
stock repurchase program and restructuring efforts.
Results of Operations
- ---------------------
The Company classifies its operations in two business segments: Automotive
and Industrial. The Company's current business strategy is focused upon the
enhancement of its business segments through internal growth, cost control and
quality improvement programs and selective, strategic acquisitions with an
emphasis on expanding each segment's international presence. The results of
operations for the three month period ended May 31, 1996 have been restated to
reflect the businesses divested in fiscal 1997 as discontinued operations.
Net sales from continuing operations for the three month period ended May 31,
1997 increased by $19.2 million (4%) over the comparable period last year. In
the Company's Automotive segment, net sales increased $10.9 million (4%) for
the three month period ended May 31, 1997 over the comparable period last
year. The growth in the Automotive segment was primarily generated by the
segment's Automotive OEM sector, with the foreign OEM growth substantially
outpacing domestic growth. In the Aftermarket sector, sales remained
relatively flat for the three month period ended May 31, 1997 in comparison to
the prior year.
In the Company's Industrial segment, net sales increased $8.3 million (4%) for
the three month period ended May 31, 1997 over the comparable period last
year. This growth was lead by the segment's domestic general industrial sector
which helped to offset flat sales in the segment's foreign general industrial
and transportation sectors.
The cost of products sold as a percentage of consolidated net sales remained
relatively consistent at 67.3% in the current period and 67.5% in the prior
year period. Selling and administration costs as a percentage of consolidated
net sales were 16.0% for the three month period ended May 31, 1997, as
compared to 16.3% for the three month period ended May 31, 1996. The slight
reduction in the level of costs indicates the Company's continued emphasis on
cost control and cycle time reduction has been successful in substantially
offsetting the impact of inflation on such costs.
Research and development costs increased by $1.0 million (9%) for the three
month period ended May 31, 1997 as compared to the three month period ended
May 31, 1996. As a percentage of consolidated net sales, these expenses
remained relatively consistent in the range of 2.0% in each period, reflecting
the Company's continuing emphasis on new product development.
Depreciation and amortization expense increased by $1.6 million (9%) for the
three month period ended May 31, 1997 as compared to the three month period
ended May 31, 1996. The increase is primarily attributable to the Company's
increased level of capital equipment expenditures.
<PAGE>11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Interest expense for the three month period ended May 31, 1997 was reduced
approximately $.6 million (4%) from the level incurred in the three month
period ended May 31, 1996. The improvement reflects the benefits of the
proceeds from asset divestitures, which were used to reduce borrowings
outstanding under the Company's Credit Agreement. These benefits were
somewhat offset by increased borrowings incurred to finance the company's
stock repurchase program and increased working capital needs as discussed
under "Liquidity and Capital Resources".
The effective tax rate as a percentage of pre-tax accounting income for the
three month periods ended May 31, 1997 and 1996 remained relatively consistent
at approximately 39%. The higher rate in comparison to the U.S. statutory tax
rate is primarily the result of income in foreign jurisdictions with higher
statutory tax rates than in the U.S., and state and local taxes.
As a result of all of the above, income from continuing operations for the
three month period ended May 31, 1997 reflects an increase of $2.8 million
(10%) over income from continuing operations for the prior year. On a fully
diluted per share basis, such amount for the three month period ended May 31,
1997 represents an increase of 12% over the comparable prior year period.
Net income increased approximately $1.6 million (6%) for the three month
period ended May 31, 1997 as compared to the three month period ended May 31,
1996, with the prior year period also including income of $1.2 million from
discontinued operations.
Impact of Inflation
- -------------------
Although the Company has experienced delays in its ability to pass on certain
inflation related cost increases, the Company does not expect that such delays
or the overall impact of inflation will have a material impact on the
Company's operations.
<PAGE>12
Part II. OTHER INFORMATION
- ---------------------------
Items 1, 2, 3, 4 and 5 are inapplicable and have been omitted.
Item 6(a) - Exhibits
- --------------------
Exhibit No.
* 4.1 Specimen Common Stock Certificate
* 11 Statement Regarding Computation of Per Share Earnings
* 27 Financial Data Schedule
* Filed herewith by direct transmission pursuant to the EDGAR
Program
Item 6(b) Reports on Form 8-K
- -----------------------------
None
<PAGE>13
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.
MARK IV INDUSTRIES, INC.
Registrant
DATE: July 1, 1997 /s/ Sal H. Alfiero
------------ -----------------------
Sal H. Alfiero
Chairman of the Board
DATE: July 1, 1997 /s/ William P. Montague
------------ ------------------------
William P. Montague
President
DATE: July 1, 1997 /s/ John J. Byrne
------------ ------------------------
John J. Byrne
Vice President - Finance
and Chief Financial Officer
DATE: July 1, 1997 /s/ Richard L. Grenolds
------------ -----------------------
Richard L. Grenolds
Vice President and
Chief Accounting Officer
DATE: July 1, 1997 /s/ Clement R. Arrison
------------ -----------------------
Clement R. Arrison
Director
<PAGE>14
EXHIBIT INDEX
Description
- -----------
Page No.
* 4.1 Specimen Common Stock Certificate 15
* 11 Statement Regarding Computation of Per Share Earnings 16
* 27 Financial Data Schedule 17
* Filed herewith by direct transmission pursuant to the EDGAR
Program
<PAGE>16
EXHIBIT 11
----------
MARK IV INDUSTRIES, INC.
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS (UNAUDITED)
For the Three Month Period Ended May 31, 1997 and 1996
(Amounts in thousands, except per share data)
Three Months
Ended May 31,
-----------------
1997 1996
PRIMARY
Shares outstanding:
Weighted average number of
shares outstanding 65,500 66,300
Net effect of dilutive stock
options (1) 500 400
Total 66,000 66,700
Income from continuing operations $30,100 $27,300
Income from discontinued operations - 1,200
Net income $30,100 $28,500
Income per share from continuing operations $ .46 $ .41
Income per share from discontinued operations - .02
Net income per share (2) $ .46 $ .43
FULLY-DILUTED
Shares outstanding:
Weighted average number of
shares outstanding 65,500 66,300
Net effect of dilutive stock
options (1) 500 400
Total 66,000 66,700
Income from continuing operations $30,100 $27,300
Income from discontinued operations - 1,200
Net income $30,100 $28,500
Income per share from continuing operations $ .46 $ .41
Income per share from discontinued operations - .02
Net income per share $ .46 $ .43
- ------------------------------------
(1) The net effects for the three month period ended May 31, 1997 and 1996
are based upon the treasury stock method using the average market price
during the periods for the primary amounts, and the higher of the
average market price or the market price at the end of the period for
the fully-diluted amounts.
(2) Primary earnings per share have been reported in the Company's
financial statements based only upon the shares of common stock
outstanding, since the dilutive effect of the stock options
is not considered to be material.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
financial statements of Mark IV Industries, Inc. 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> FEB-28-1998
<PERIOD-END> MAY-31-1997
<CASH> 1,300
<SECURITIES> 0
<RECEIVABLES> 466,600
<ALLOWANCES> 14,200
<INVENTORY> 363,600
<CURRENT-ASSETS> 899,000
<PP&E> 717,900
<DEPRECIATION> 152,000
<TOTAL-ASSETS> 2,039,000
<CURRENT-LIABILITIES> 468,700
<BONDS> 627,900
0
0
<COMMON> 600
<OTHER-SE> 724,700
<TOTAL-LIABILITY-AND-EQUITY> 2,039,000
<SALES> 560,100
<TOTAL-REVENUES> 560,100
<CGS> 376,800
<TOTAL-COSTS> 496,500
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 14,300
<INCOME-PRETAX> 49,300
<INCOME-TAX> 19,200
<INCOME-CONTINUING> 30,100
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 30,100
<EPS-PRIMARY> .46
<EPS-DILUTED> .46
</TABLE>
<PAGE>15
EXHIBIT 4.1
Exhibit 4.1 is an engraved specimen certificate (the "Certificate")
representing fully paid and non-assessable shares of Mark IV Industries, Inc.
(the "Corporation") Common Stock, $.01 par value per share.
The Certificate states that the shares represented by the Certificate
are transferable on the books of the Corporation by the holder in person or by
duly authorized attorney upon presentation of the Certificate properly
endorsed. The Certificate further states that it is not valid unless
countersigned and registered by the transfer agent and registrar of the
Corporation.
The Certificate contains the facsimile signatures of William P.
Montague, President of the Corporation, and Gerald S. Lippes, Secretary of the
Corporation.
The reverse side of the Certificate contains (i) an undertaking by the
Corporation to 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 of the Corporation,
and the qualifications, limitations or restrictions of such preferences and/or
rights and (ii) provisions for the holder to assign and transfer the
Certificate.
In addition, the reverse side of the Certificate states the following:
"This certificate also evidences and entitles the holder hereof to
certain Rights as set forth in the Rights Agreement between Mark
IV Industries, Inc. (the "Company") and American Stock Transfer &
Trust Company dated as of May 17, 1995 (the "Rights Agreement"),
the terms of which are hereby incorporated herein by reference and
a copy of which is on file at the principal offices of the
Company. Under certain circumstances, as set forth in the Rights
Agreement such Rights will be evidenced by separate certificates
and will no longer be evidenced by this certificate. The Company
will mail to the holder of this certificate a copy of the rights
Agreement, as in effect on the date of mailing, without charge
promptly after receipt of a written request therefor. Under
certain circumstances set forth in the Rights Agreement, Rights
issued to, or held by, any Person who is, was or becomes an
Acquiring Person, or any Affiliate or Associate thereof (as such
terms are defined in the Rights Agreement, whether currently held
by or on behalf of such Person or by any subsequent holder, may
become null and void."
