As filed with the Securities and Exchange Commission on June 29, 1995
Registration No. 33-14508
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
Form S-8
Registration Statement
Under
The Securities Act of 1933
Excel Industries, Inc.
(Exact name of Registrant as specified in its charter)
Indiana 35-1551685
(State of Incorporation) (IRS Employer Identification No.)
1120 N. Main Street
P.O. Box 3118
Elkhart, Indiana 46515-3118
(Address of Principal Executive Offices) (Zip Code)
Excel Industries, Inc.
Stock Purchase Plan and Trust
(Full title of the plan)
James J. Lohman
Chairman of the Board and Chief Executive Officer
Excel Industries, Inc.
1120 N. Main Street
P.O. Box 3118
Elkhart, Indiana 46515-3118
(Name and address of agent for service)
(219) 264-2131
(Telephone number, including area code, of agent for service)
Copies to:
Philip L. McCool, Esq.
Sommer & Barnard, PC
4000 Bank One Tower
Indianapolis, Indiana
46204
(317) 630-4000
Part II Information Required in the Registration
Statement
Item 3. Incorporation of Documents by Reference.
The documents listed below, and all documents filed by
registrant pursuant to Sections 13(a), 13(c) 14 and 15(d) of the Securities
Exchange Act of 1934 subsequent to the filing of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities
then remaining unsold, are deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994, filed with the Commission on March 30,
1995; and
(b) The information set forth under the caption "Description of
Capital Shares" in the Company's prospectus dated March 17,
1994, which forms part of the Company's Registration Statement
on Form S-3 (Reg. No. 33-52315) effective March 17, 1994, and
which is incorporated by reference in Amendment No. 1, filed
May 6, 1994 to the Company's Registration Statement on Form
8-A, effective April 19, 1984, and any amendment or report filed
to update such information.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
The validity of the issuance of the Common Shares registered hereby will
be passed upon for the Registrant by Sommer & Barnard, PC, Indianapolis,
Indiana, counsel for the Registrant. James K. Sommer, a director of the
Registrant is a member of Sommer & Barnard. Mr. Sommer owns 3,501 Common
Shares of the Registrant.
Item 6. Indemnification of Directors and Officers.
A. The Company is an Indiana corporation. Indiana Code Chapter
23-1-37 provides:
Chapter 37. Indemnification of Directors, Officers, Employees and
Agents.
Sec. 1. As used in this chapter, "corporation" includes any domestic
or foreign predecessor entity of a corporation in a merger or other
transaction in which the predecessor's existence ceased upon
consummation of the transaction.
Sec. 2. As used in this chapter, "director" means an individual who is
or was a director of a corporation or an individual who, while a director of
a corporation, is or was serving at the corporation's request as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, limited liability company, joint venture, trust,
employee benefit plan, or other enterprise, whether for profit or not. A
director is considered to be serving an employee benefit plan at the
corporation's request if the director's duties to the corporation also impose
duties on, or otherwise involve services by, the director to the plan or to
participants in or beneficiaries of the plan. "Director" includes, unless
the context requires otherwise, the estate or personal representative of a
director.
Sec. 3. As used in this chapter, "expenses" include counsel
fees.
Sec. 4. As used in this chapter, "liability" means the obligation to
pay a judgment, settlement, penalty, fine (including an excise tax assessed
with respect to an employee benefit plan), or reasonable expenses incurred
with respect to a proceeding.
Sec. 5. As used in this chapter, "official capacity" means:
(1) when used with respect to a director, the office of director
in a corporation; and
(2) when used with respect to an individual other than a director,
as contemplated in section 13 of this chapter, the office in a
corporation held by the officer or the employment or agency
relationship undertaken by the employee or agent on behalf of the
corporation.
"Official capacity" does not include service for any other foreign or
domestic corporation or any partnership, limited liability company, joint
venture, trust, employee benefit plan, or other enterprise, whether for
profit or not.
Sec. 6. As used in this chapter, "party" includes an individual who
was, is or is threatened to be made a named defendant or respondent in a
proceeding.
Sec. 7. As used in this chapter, "proceeding" means any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative and whether formal or informal.
Sec. 8. (a) A corporation may indemnify an individual made a party to
a proceeding because the individual is or was a director against liability
incurred in the proceeding if:
(1) the individual's conduct was in good faith; and
(2) the individual reasonably believed:
(A) in the case of conduct in the individual's official
capacity with the corporation, that the individual's
conduct was in its best interests; and
(B) in all other cases, that the individual's conduct was
at least not opposed to its best interests; and
(3) in the case of any criminal proceeding, the individual
either:
(A) had reasonable cause to believe the individual's
conduct was lawful; or
(B) had no reasonable cause to believe the individual's
conduct was unlawful.
(b) A director's conduct with respect to an employee benefit plan for
a purpose the director reasonably believed to be in the interests of the
participants in and beneficiaries of the plan is conduct that satisfies the
requirement of subsection (a)(2)(B).
(c) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct
described in this section.
Sec. 9. Unless limited by its articles of incorporation, a corporation
shall indemnify a director who was wholly successful, on the merits or
otherwise, in the defense of any proceeding to which the director was a party
because the director is or was a director of the corporation against
reasonable expenses incurred by the director in connection with the
proceeding.
Sec. 10. (a) A corporation may pay for or reimburse the reasonable
expenses incurred by a director who is a party to a proceeding in advance of
final disposition of the proceeding if:
(1) the director furnishes the corporation a written affirmation
of the director's good faith belief that the director has met the
standard of conduct described in section 8 of this chapter;
(2) the director furnishes the corporation a written undertaking,
executed personally or on the director's behalf, to repay the advance if
it is ultimately determined that the director did not meet the standard
of conduct; and
(3) a determination is made that the facts then known to those
making the determination would not preclude indemnification under this
chapter.
(b) The undertaking required by subsection (a)(2) must be an unlimited
general obligation of the director but need not be secured and may be
accepted without reference to financial ability to make repayment.
(c) Determinations and authorizations of payments under this section
shall be made in the manner specified in section 12 of this chapter.
Sec. 11. Unless a corporation's articles of incorporation provide
otherwise, a director of the corporation who is a party to a proceeding may
apply for indemnification to the court conducting the proceeding or to
another court of competent jurisdiction. On receipt of an application, the
court after giving any notice the court considers necessary may order
indemnification if it determines:
(1) the director is entitled to mandatory indemnification under
section 9 of this chapter, in which case the court shall also order the
corporation to pay the director's reasonable expenses incurred to obtain
court-ordered indemnification; or
(2) the director is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or
not the director met the standard of conduct set forth in section 8 of
this chapter.
Sec. 12. (a) A corporation may not indemnify a director under
section 8 of this chapter unless authorized in the specific case after a
determination has been made that indemnification of the director is
permissible in the circumstances because the director has met the standard of
conduct set forth in section 8 of this chapter.
(b) The determination shall be made by any one (1) of the following
procedures:
(1) By the board of directors by majority vote of a quorum
consisting of directors not at the time parties to the proceeding.
(2) If a quorum cannot be obtained under subdivision (1), by
majority vote of a committee duly designated by the board of directors
(in which designation directors who are parties may participate),
consisting solely of two (2) or more directors not at the time parties
to the proceeding.
(3) by special legal counsel:
(A) Selected by the board of directors or its committee in
the manner prescribed in subdivision (1) or (2); or
(B) If a quorum of the board of directors cannot be obtained
under subdivision (1) and a committee cannot be designated under
subdivision (2), selected by majority vote of the full board of
directors (in which selection directors who are parties may
participate).
(4) By the shareholders, but shares owned by or voted under the
control of directors who are at the time parties to the proceeding may
not be voted on the determination.
(c) Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same manner as the
determination that indemnification is permissible, except that if the
determination is made by special legal counsel, authorization of
indemnification and evaluation as to reasonableness of expenses shall be made
by those entitled under subsection (b)(3) to select counsel.
Sec. 13. Unless a corporation's articles of incorporation provide
otherwise:
(1) An officer of the corporation, whether or not a director,is
entitled to mandatory indemnification under Section 9 of this chapter,
and is entitled to apply for court-ordered indemnification under section
11 of this chapter, in each case to the same extent as a director;
(2) The corporation may indemnify and advance expenses under this
chapter to an officer, employee, or agent of the corporation, whether or
not a director, to the same extent as to a director; and
(3) A corporation may also indemnify and advance expenses to an
officer, employee, or agent, whether or not a director, to the extent,
consistent with public policy, that may be provided by its articles of
incorporation, bylaws, general or specific action of its board of
directors, or contract.
Sec. 14. A corporation may purchase and maintain insurance on behalf of
an individual who is or was a director, officer, employee or agent of the
corporation, or who, while a director, officer, employee, or agent of the
corporation, is or was serving at the request of the corporation as a
director, officer, partner, trust, employee, or agent of another foreign or
domestic corporation, partnership, limited liability company, joint venture,
trust employee benefit plan, or other enterprise, against liability asserted
against or incurred by the individual in that capacity or arising from the
individual's status as a director, officer, employee, or agent, whether or
not the corporation would have power to indemnify the individual against the
same liability under section 8 or 9 of this chapter.
The:
(1) Corporation may purchase insurance under this section from;
and
(2) Insurance purchased under this section may be reimbursed in
whole or in part by;
an insurer that is owned or otherwise affiliated with the corporation,
whether the insurer does or does not do business with other persons.
Sec. 15 (a) The indemnification and advance for expenses provided for
or authorized by this chapter does not exclude any other rights to
indemnification and advance for expenses that a person may have
under:
(1) A corporation's articles of incorporation or bylaws;
(2) A resolution of the board of directors or of the Shareholders;
(3) Any other authorization, whenever adopted, after notice, by a
majority vote of all the voting shares then issued and outstanding.
(b) If the articles of incorporation, bylaws, resolutions of the board
of directors or of the Shareholders, or other duly adopted authorization of
indemnification or advance for expenses limit indemnification or advance for
expenses, indemnification and advance for expenses are valid only to the
extent consistent with the articles, bylaws, resolution of the board of
directors or of the Shareholders, or other duly adopted authorization of
indemnification or advance for expenses.
(c) This chapter does not limit a corporation's power to pay or
reimburse expenses incurred by a director, officer, employee, or agent in
connection with the person's appearance as a witness in a proceeding at a
time when the person has not been made a named defendant or respondent to the
proceeding.
B. Article XII, Section 6 of the Company's Articles of Incorporation
provides:
Section 6. Limitation of Liability and Indemnification of Officers and
Directors. No officer or director of the Corporation shall be liable to the
Corporation for any loss
or damage suffered by it on account of any action taken or omitted to be
taken by him as a director, officer or employee of the Corporation in good
faith if such person:
(i) exercised or used the same degree of care and skill as a
prudent man would have exercised or used under the circumstances in the
conduct of his own affairs; or
(ii) took or omitted to take such action in reliance upon the
advice of counsel for the Corporation or upon statements made or
information furnished by officers or employees of the Corporation which
he had reasonable grounds to believe, or upon a financial statement of
the Corporation prepared by an officer or employee of the Corporation in
charge of its accounts, or a public accountant or firm of public
accountants; or
(iii) in good faith considered the assets to be of their book value
or followed what he believed to be sound accounting and business
practice.
The Corporation shall indemnify any person against whom there is
instituted or threatened any claim, action, suit or proceeding, whether civil
or criminal, by reason of the fact that he, his testator or intestate is or
was a director, member of an executive committee or officer of the
Corporation, or of any corporation which he served as such at the request of
the Corporation, against any and all liability, reasonable expenses and costs
of any nature (excluding only accounts paid in settlement and including
without limitation any and all attorneys' fees, judgments, fines, penalties
and court costs) actually incurred by him in connection with the defense of
such claim, action, suit or proceeding, or in connection with any appeal
therein, except in relation to matters as to which it shall be finally
adjudged in such action, suit or proceeding that such person, his testator or
intestate is liable for gross negligence or willful misconduct in the
performance of his duties. The Corporation may also reimburse to any such
person any amount paid in settlement of any such claim, action, suit or
proceeding, if it shall be found by a majority of a committee composed of the
directors not involved in the matter in controversy (whether or not a quorum)
that it is in the interests of the Corporation that such settlement be made
and that such person, his testator or intestate was not guilty of gross
negligence or willful misconduct.
If several claims, issues or matters of action are involved, any such
person may be entitled to indemnification as to some matters even though he
is not so entitled as to others. The Corporation may advance expenses to, or
where appropriate may at its expense undertake the defense of, any such
person upon receipt of an undertaking by or on behalf of such person to repay
such expenses if it should ultimately be determined that he is not entitled
to indemnification under this Article.
The provisions of this Section shall be in addition to and not in
limitation of any other right of indemnification and reimbursement or
limitations of liability to which any director, member of an executive
committee or officer may be entitled as a matter of law. The provisions of
this Section shall apply whether or not at the time of reimbursement the
person reimbursed is then a director, member of an executive committee or
officer of the Corporation. Notwithstanding any repeal of this Section or
other amendment thereof, its provisions shall be binding upon the Corporation
(subject only to the exceptions hereinabove set forth) as to all actions,
suits or proceedings and expenses connected therewith, judgments and
settlements thereof, as above provided, arising out of matters which occur
during or are referable to the period prior to any such repeal or amendment
of this Section.
By vote of the Board of Directors, the Corporation may assent to the
adoption of a by-law or charter provision, having substantially the
provisions of this Section, by any subsidiary, whether or not
wholly owned.
C. The Company has obtained a directors' and officers' liability and
corporation reimbursement policy which (subject to certain limits and
deductibles) (i) insures officers and directors of the Company against loss
arising from certain claims made against them by reason of their being such
directors or officers, and (ii) insures the Company against loss which it may
be required or permitted to pay as indemnification due its directors or
officers for certain claims.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
4.4 Excel Industries, Inc. Stock Purchase
Plan and Trust
4.5 Amendment dated April 20, 1995 to Excel
Industries, Inc. Stock
Purchase Plan and Trust
5 Opinion and Consent of Sommer & Barnard, PC
23.1 Consent of Sommer & Barnard, PC (Included in
Exhibit 5)
23.2 Consent of Independent Accountants
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) If the registrant is a foreign private issuer, to file a post-
effective amendment to the registration statement to include any
financial statements required by Section 210.3-19 of this chapter at the
start of any delayed offering or throughout a continuous
offering. Financial statements and information otherwise required
by Section 10(a)(3) of the Act need not be furnished, provided
that the registrant includes in the prospectus, by means of a
post-effective amendment, financial statements
required pursuant to this paragraph (a)(4) and other information
necessary to ensure that all other information in the prospectus is at
least as current as the date of those financial statements.
(5) For the purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit
plan pursuant to section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(6) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Company pursuant to the foregoing provisions
described in Item 15, or otherwise, the Company has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with
the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Amendment No. 2 to Registration Statement to be signed on its
behalf by the Undersigned, thereunto duly authorized, in the city of
Elkhart, State of Indiana, on the 29th day of June, 1995.
Excel Industries, Inc.
By: /s/ James J. Lohman
James J. Lohman
Chief Executive Officer and
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ James J. Lohman Chief Executive Office and June 29,1995
James J. Lohman Chairman
/s/ Joseph A. Robinson Secretary, Treasurer, Chief June 29, 1995
Joseph A. Robinson Financial Officer and Director
Principal Financial Officer and
Principal Accounting Officer
/s/ James O. Futterknecht, Jr. Director June 29, 1995
James O. Futterknecht, Jr.
/s/ John G. Keane Director June 29, 1995
John G. Keane
/s/ Richard A. Place Director June 29, 1995
Richard A. Place
/s/ James K. Sommer Director June 29, 1995
James K. Sommer
/s/ Ralph R. Whitney, Jr. Director June 29, 1995
Ralph R. Whitney, Jr.
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Excel Industries, Inc. Stock Purchase Plan and Trust has duly caused this
Amendment No. 2 to Registration Statement to be signed on its behalf by
the undersigned, thereunder duly authroized, in the City of Elkhart,
State of Indiana, on this 29th day of June, 1995.
EXCEL INDUSTRIES, INC.
STOCK PURCHASE PLAN AND TRUST
By: /s/ James J. Lohman
James J. Lohman, on behalf
of the Plan Administrative
Committee
INDEX TO EXHIBITS FILED
TO REGISTRATION STATEMENT ON
FORM S-8 OF EXCEL INDUSTRIES, INC.
Sequentially
Exhibit Numbered
No. Description Page
4.4* Excel Industries, Inc.
Stock Purchase Plan and Trust
4.5 Amendment dated April 20, 1995 to
Excel Industries, Inc.
Stock Purchase Plan and Trust
5* Opinion and Consent of
Sommer & Barnard, PC
23.1* Consent of Sommer & Barnard, PC
(Included in Exhibit 5)
23.2* Consent of Independent Accountants
*Previously Filed
Exhibit 4.5
AMENDMENT TO
EXCEL INDUSTRIES, INC.
STOCK PURCHASE PLAN AND TRUST
This Amendment to the Excel Industries, Inc. Stock Purchase Plan
and Trust (the "Plan") dated and effective this 20th day of
April, 1995,
W I T N E S S E T H:
WHEREAS, Excel Industries, Inc., an Indiana corporation (the
"Company") established the Plan effective as of July 1, 1987; and
WHEREAS, 1st Source Bank is the trustee ("Trustee") of the Plan;
and
WHEREAS, the Board of Directors of the Company has approved this
Amendment to the Plan and the Trustee has consented thereto;
NOW, THEREFORE, the Plan is amended as follows:
1. The Plan is amended by adding thereto a new Section 1.02A to
read as follows:
1.02A Book Value. The term "Book Value" as of any date shall
mean the book value per share of Company Stock as of the end
of the last fiscal quarter ending 30 or more days prior to
such date, as reported by the Company in reports filed with
the Securities and Exchange Commission ("SEC") or as reported
to shareholders if not reported to the SEC.
2. The Plan is amended by adding thereto a new section 1.10A to
read as follows:
1.10A Market Value. The term "Market Value of the Company
Stock" with respect to any date shall mean the closing price
of the Company Stock on the American Stock Exchange (or such
other exchange or market on which the Company Stock is
principally traded as of such date).
3. Section 1.18 of the Plan is amended to read as follows:
1.18 Stock or Company Stock. The term "Stock" or "Company
Stock" shall mean the common shares, no par value, of the
Company.
4. Section 2.01 of the Plan is amended by deleting the second
sentence thereof.
5. Section 2.03 of the Plan is amended to read as follows:
2.03 Stock to be Purchased. The aggregate number of shares
of Company Stock which may be issued to or purchased on the
open market on behalf of Employees under this Plan shall be
Four Hundred Fifty Thousand (450,000) shares. The Board of
Directors of the Company in its discretion may authorize the
issuance or purchase of additional shares under this Plan at
any subsequent date by appropriate resolutions adopted by the
Board.
6. Section 4.01 of the Plan is amended to read as follows:
4.01 Purchase of Stock. Company Stock may be purchased under
this Plan only through Payroll Deduction. An eligible Employee
will be able to specify a Payroll Deduction amount of between one
percent (1%) and ten percent (10%) of his total Compensation to
be used to purchase Company Stock. Changes in Payroll Deduction
percentages may be made only on an Entry Date.
On each Purchase Date as of which the Market Value of the Company
Stock equals or exceeds the Book Value of the Company Stock, the
Trustee shall purchase the Company Stock to be purchased pursuant
to this Plan only directly from the Company. Shares may be
purchased from authorized but unissued shares or from treasury
shares as determined by the Company.
With respect to each Purchase Date as of which the Book Value
exceeds the Market Value of the Company Stock, the Trustee shall
purchase Company Stock to be purchased pursuant to this Plan on
the open market on the next trading day following the Purchase
Date, provided that the Trustee is able to purchase such Company
Stock on the open market at a price less than Book Value on such
trading day. If the Trustee is unable to purchase such Company
Stock on the open market at a price less than Book Value on such
trading day, the Trustee shall purchase such Company Stock directly
from the Company at the close of such trading day.
7. Section 4.02 of the Plan is amended to read as follows:
4.02 Valuation of Stock - Purchase Price. The price to be paid
for Company Stock purchased directly from the Company hereunder
will be the greater of (i) ninety percent (90%) of Market Value of
the Company Stock as of the date of purchase or (ii) the Book Value
as of the date of purchase. With respect to any Purchase Date with
respect to which the Trustee purchases shares on the open market the
purchase price to each Employee will be the price per share paid by
the Trustee.
8. Section 7.05 of the Plan is amended by deleting the words "from
the Company" from each of the first two sentences thereof.
9. Section 7.08 of the Plan is amended by inserting "(including
brokerage fees paid in connection with the purchase of Company
Stock on the open market)" after the phrase "expenses incurred
by the Trustee" in the first sentence thereof.
10. Section 8.02(c) of the Plan is amended by deleting therefrom
"and/or in the event that the Book Value of the Company Stock
(as of the prior quarter end as provided herein) exceeds the
closing market price of the Company Stock as of the particular
Purchase Date."
IN WITNESS WHEREOF, the Amendment has been executed by the undersigned
as of the date first written above.
EXCEL INDUSTRIES, INC.
By:_________________________
Joseph A. Robinson, Secretary,
Treasurer and Chief Financial
Officer
CONSENT OF TRUSTEE:
1ST SOURCE BANK
By:___________________________
______________________________
Printed Name and Title
