FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
____________________________
For the Quarterly Period Ended June 28, 1997
Commission File No. 1-8684
Excel Industries, Inc.
(Exact name of registrant as specified in its charter)
Indiana 35-1551685
(State or other jurisdiction (IRS Employer Identification
of incorporation or organization) Number)
1120 North Main Street, Elkhart, Indiana 46514
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (219)264-2131
Indicate by "X" whether the registrant (a) 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 prior 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
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
At July 21, 1997, there were outstanding 10,732,494 common
shares, no par value.
<PAGE>
<TABLE>
EXCEL INDUSTRIES, INC.
Index
Page No.
<S> <C> <C>
PART I Financial Information
Consolidated Balance Sheet -
June 28, 1997 and December 28, 1996 1
Consolidated Statement of Income -
Quarter Ended June 28, 1997 and
June 29, 1996
Six Months Ended June 28, 1997 and
June 29, 1996 2
Consolidated Statement of Shareholders'
Equity -
Six Months Ended June 28, 1997 and
June 29, 1996 3
Consolidated Statement of Cash Flows -
Six Months Ended June 28, 1997 and
June 29, 1996 4
Notes to Consolidated Financial Statements 5-8
Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-12
PART II Other Information 13
Signatures 14
Bylaw Amendment Adopted by Board of Directors
on April 17, 1997 Exhibit 3.1
Amended Bylaws Exhibit 3.2
Financial Data Schedule Exhibit 27
</TABLE>
<PAGE>
EXCEL INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEET (UNAUDITED)
(in thousands)
<TABLE>
<CAPTION>
June 28, December 28,
1997 1996
ASSETS
<S> <C> <C>
Current assets
Cash and short-term investments $ 1,932 $ 6,580
Marketable securities 33,946 23,981
Accounts receivable 152,587 127,351
Customer tooling to be billed 21,381 17,278
Inventories 46,718 43,960
Prepaid expenses 20,309 19,800
Total current assets 276,873 238,950
Property, plant and equipment,
less accumulated depreciation of
(1997 - $107,461; 1996 - $90,723) 153,580 159,775
Goodwill 36,673 31,814
Other assets 13,601 12,695
$480,727 $443,234
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 85,883 $ 68,673
Accrued liabilities 59,674 46,583
Current portion of debt 9,414 9,554
Total current liabilities 154,971 124,810
Long-term debt 122,323 123,452
Other long-term liabilities 40,036 44,247
Commitments and contingent liabilities -- --
Shareholders' equity
Preferred shares - no par value,
authorized 1,000 shares,
none issued -- --
Common shares - no par value,
authorized 20,000 shares;
issued and outstanding in 1997, 92,365 92,187
10,727, in 1996, 10,718
Retained earnings 71,340 58,653
Minimum pension liability adjustment (160) (160)
Cumulative translation adjustment (148) 45
Total shareholders' equity 163,397 150,725
$480,727 $443,234
NOTE: The balance sheet at December 28, 1996 has been derived
from the audited financial statements at that date.
The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE>
EXCEL INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
(thousands, except per share amounts)
<TABLE>
<CAPTION>
Quarter Ended
June 28, June 29,
1997 1996
<S> <C> <C>
Net sales $264,474 $274,148
Cost of goods sold 227,375 238,161
Gross profit 37,099 35,987
Selling, administrative and
engineering expenses 20,694 19,827
Operating income 16,405 16,160
Interest expense (2,902) (2,989)
Other income, net 445 30
Income before income taxes 13,948 13,201
Provision for taxes on income 4,881 5,148
Net income $ 9,067 $ 8,053
Net income per share:
Primary $ .85 $ .75
Fully diluted $ .76 $ .66
Cash dividends per share $ .125 $ .11
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended
June 28, June 29,
1997 1996
<S> <C> <C>
Net sales $515,690 $424,755
Cost of goods sold 447,593 372,865
Gross profit 68,097 51,890
Selling, administrative and
engineering expenses 39,617 27,750
Operating income 28,480 24,140
Interest expense (5,671) (3,798)
Other income, net 835 430
Income before income taxes 23,644 20,772
Provision for taxes on income 8,275 7,836
Net income $ 15,369 $ 12,936
Net income per share:
Primary $ 1.43 $ 1.21
Fully diluted $ 1.30 $ 1.07
Cash dividends per share $ .25 $ .22
The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE>
EXCEL INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 28, 1997 AND JUNE 29, 1996
(in thousands)
<TABLE>
<CAPTION>
MINIMUM
PENSION
COMMON RETAINED LIABILITY
SHARES EARNINGS ADJUSTMENT
<S> <C> <C> <C>
Balance at
December 28, 1996 $92,187 $ 58,653 $ (160)
Net income 15,369
Dividends (2,682)
Share options
exercised 22
Shares issued under
employee stock
purchase plan 156
Cumulative
translation
adjustment
Balance at
June 28, 1997 $92,365 $ 71,340 $ (160)
Balance at
December 30, 1995 $95,157 $ 44,412 $ (659)
Net income 12,936
Warrants issued 1,500
Dividends (2,356)
Shares issued under
employee stock
purchase plan 67
Cumulative
translation
adjustment
Balance at
June 29, 1996 $96,724 $54,992 $ (659)
<PAGE>
<CAPTION>
CUMULATIVE
TRANSLATION TREASURY
ADJUSTMENT SHARES TOTAL
<S> <C> <C> <C>
Balance at
December 28, 1996 $ 45 $ -- $150,725
Net income 15,369
Dividends (2,682)
Share options
exercised 22
Shares issued under
employee stock
purchase plan 156
Cumulative
translation
adjustment (193) (193)
Balance at
June 28, 1997 $ (148) $ -- $163,397
Balance at
December 30, 1995 $ -- $(4,593) $134,317
Net income 12,936
Warrants issued 1,500
Dividends (2,356)
Shares issued under
employee stock
purchase plan 67
Cumulative
translation
adjustment (88) (88)
Balance at
June 29, 1996 $ (88) $(4,593) $146,376
The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE>
EXCEL INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(in thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 28, June 29,
1997 1996
<S> <C> <C>
Cash flows from operating activities
Net income $ 15,369 $ 12,936
Adjustments to reconcile net income
to net cash from operating activities:
Depreciation and amortization 18,451 11,563
Deferred income taxes and other (3,145) 1,688
Changes in current assets and
liabilities, excluding effect
of acquisitions:
Accounts receivable and other (21,403) (6,417)
Inventories and customer tooling (6,628) 13,380
Accounts payable and accrued
liabilities 22,411 7,469
Total adjustments 9,686 27,683
Net cash provided by operating
activities 25,055 40,619
Cash flows from investing activities
Purchase of property, plant and
equipment (16,398) (12,034)
Investment in marketable securities (9,965) 14,941
Businesses acquired (2,415) (58,984)
Proceeds from sale of product line 2,926 --
Net cash used for investing activities (25,852) (56,077)
Cash flows from financing activities
Issuance of common shares 178 67
New debt -- 100,000
Maturities of long-term debt (1,347) (70,692)
Dividends (2,682) (2,356)
Net cash from (for) financing activities (3,851) 27,019
Net change in cash and short-term investments (4,648) 11,561
Cash and short-term investments at
beginning of year 6,580 391
Cash and short-term investments at
end of second quarter $ 1,932 $ 11,952
Supplemental Schedule of Noncash Activities:
In connection with the restructuring reserve established
for plant closures in March, 1997, goodwill has been increased by
$5,400, which is net of income taxes.
The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE>
EXCEL INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1 - Basis of Presentation:
The financial statements have been prepared from the unaudited
financial records of the Company. In the opinion of management,
the financial statements include all adjustments consisting only
of normal recurring adjustments necessary for a fair presentation
of the results of operations and financial position for the
interim periods.
Note 2 - Inventories:
<TABLE>
Inventories consist of the following:
(in thousands of dollars)
<CAPTION>
June 28, December 28,
1997 1996
<S> <C> <C>
Raw materials $27,983 $24,047
Work in process and
finished goods 19,592 20,770
LIFO Reserve (857) (857)
$46,718 $43,960
</TABLE>
Note 3 - Net Income per Share:
Primary net income per share is computed using the weighted
average number of shares outstanding during the period. In
computing fully diluted earnings per share, the conversion of the
Company's 10% Convertible Subordinated Notes is also assumed
except when the effect of the conversion is anti-dilutive.
Shares used to compute net income per share data are as follows:
(amounts in thousands)
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
June 28, June 29, June 28, June 29,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Primary 10,726 10,708 10,724 10,708
Fully diluted 12,391 12,979 12,389 12,978
</TABLE>
Note 4 - Contingencies
A chemical cleaning compound, trichloroethylene (TCE), has been
found in the soil and groundwater on the Company's property in
Elkhart, Indiana, and in 1981 TCE was found in a well field of
the City of Elkhart in close proximity to the Company's facility.
The Company was named as one of nine potentially responsible
parties (PRPs) in the contamination of this site.
The United States Environmental Protection Agency (EPA) and
the Indiana Department of Environmental Management (IDEM) have
conducted a preliminary investigation and evaluation of the site
and have undertaken remedial action in the nature of air-
stripping towers.
In early 1992, the EPA issued a Unilateral Order under
Section 106 of the Comprehensive Environmental Response,
Compensation and Liability Act which required the Company and
other PRPs to undertake remedial work. The Company and the other
PRPs have reached an agreement regarding the funding of
groundwater monitoring and the operation of the air-strippers as
required by the Unilateral Order. The Company was required to
install and operate a soil vapor extraction system to remove TCE
from the Company's property. The Company has installed and is
operating the equipment pursuant to the Unilateral Order. In
addition, the EPA and IDEM have asserted a claim for
reimbursement of their investigatory costs and the costs of
installing and operating the air-strippers on the municipal well
field (the EPA Costs). On February 22, 1993, the United States
filed a lawsuit in the United States District Court for the
Northern District of Indiana against eight of the PRPs, including
the Company. On July 20, 1993, IDEM joined in the lawsuit. The
lawsuit seeks recovery of the costs of enforcement, prejudgment
interest and an amount in excess of $6.8 million, which
represents costs incurred to date by the EPA and IDEM, and a
declaration that the eight defendant PRPs are liable for any
future costs incurred by the EPA and IDEM in connection with the
site. On September 5, 1996 the United States Department of
Justice lodged with the United States District Court for the
Northern District of Indiana a proposed partial consent decree
which specifies payment of Federal Past Response Costs from
certain PRPs which for Excel amounted to approximately $3.2
million which together with amounts due IDEM would bring Excel's
total obligation to approximately $3.4 million. This consent
decree has not been accepted by the Court, and comments objecting
to the consent decree have been lodged with the United States
Department of Justice and the Court.
The Company does not believe the annual cost to the Company
of monitoring groundwater and operating the soil vapor extraction
system and the air-strippers will be material. Each of the PRPs,
including the Company, is jointly and severally liable for the
entire amount of the EPA Costs. The Company believes that
adequate provisions have been recorded for its costs and its
anticipated share of the EPA Costs and that its cash on hand,
unused lines of credit or cash from operations are sufficient to
fund any required expenditures.
The Company has been named a PRP for costs at seven other
disposal sites. The remedial investigations and feasibility
studies have been completed, and the results of those studies
have been provided to the appropriate agencies. The studies
indicated a range of viable remedial approaches, but agreement
has not yet been reached on the final remediation approach.
Furthermore, the PRPs for these sites have not reached an
agreement on the allocation of costs between the PRPs. The
Company believes it either has no liability as a responsible
party or that adequate provisions have been recorded for current
estimates of the Company's liability and estimated legal costs
associated with the settlement of these claims. It is reasonably
possible that the Company's recorded estimate of its obligation
may change in the near term.
There are claims and pending legal proceedings against the
Company and its subsidiaries with respect to taxes, workers'
compensation, warranties and other matters arising out of the
ordinary conduct of the business. The ultimate result of these
claims and proceedings at June 28, 1997 is not determinable, but,
in the opinion of management, adequate provision for anticipated
costs has been made or insurance coverage exists to cover such
costs.
Note 5 - Acquisitions
On April 3, 1996, the Company completed the purchase of all of
the outstanding common shares of Anderson Industries, Inc.
(Anderson).
The accompanying consolidated statement of income for the
six months ended June 28, 1997 includes the operating results of
Anderson. Pro forma unaudited consolidated operating results of
the Company and Anderson for the six months ended June 29, 1996,
assuming the acquisition had been made as of the beginning of
1996, are summarized below (in thousands except per share
amounts):
<TABLE>
<S> <C>
Net sales $ 522,569
Net income 14,608
Net income per share, primary 1.36
Net income per share, fully diluted 1.20
</TABLE>
The unaudited pro forma financial information presented is
not necessarily indicative either of the results of operations
that would have occurred had the transactions been completed on
the indicated dates or of future results of operations of the
combined companies.
In the first quarter of 1997 the Company recorded an $8.7
million pre-tax restructuring reserve for closing manufacturing
facilities in 1997 at Rockford, Illinois and Battle Creek,
Michigan which had been acquired as part of the acquisition of
Anderson. The reserve consists of personnel related costs
(mainly severance pay and fringe benefits) and costs related to
the disposals of buildings and equipment. The reserve increased
the associated goodwill by $5.4 million (which is net of income
taxes) and was not a charge to earnings. In addition, the
Company expects that additional expenses including relocation,
start-up and other related costs not covered by the reserve will
be approximately $4.2 million pretax or about 24 cents per share
after tax for the year.
In January, 1997, the Company completed the purchase of the
assets of the Compliance Group located in Greendale, Wisconsin
for approximately $2.4 million in cash. The excess of the
purchase price over the estimated fair value of assets acquired
has been acccounted for as goodwill.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
In 1996, the Company acquired all of the outstanding common
shares of Anderson Industries, Inc., (Anderson) located in
Rockford, Illinois. With this acquisition, the Company
established lines of business to distinguish activities for the
light vehicle segment separate from the recreational vehicle,
mass transit and heavy truck segment (RV/MT/HT). The light
vehicle products segment normally experiences reduced sales
volumes in the months of July, August and December as vacation
periods, model changeover and start-up and holidays affect the
number of production days. The RV/MT/HT products segment is
seasonal in that sales in the quarter October through December
are normally at reduced levels.
Material Changes in Results of Operations:
Quarter Ended June 28, 1997 Compared to
Quarter Ended June 29, 1996
Sales in the second quarter of 1997 decreased 3.5% or $9.6
million to $264.5 million from $274.1 million in 1996. The
strikes at Chrysler and General Motors reduced sales in 1997 in
excess of $8 million. North American light vehicle production
volumes overall declined 3%. However, Ford truck production
increased 16% which helped offset price reductions on products
with long-term pricing agreements. Sales for the light vehicle
products segment were $206.0 million in the second quarter of
1997 compared to $215.0 million in the 1996 period. For the
RV/MT/HT products segment sales decreased slightly to $58.5
million in 1997 from $59.1 million in 1996.
Gross profit was $37.1 million in the current quarter or 14.0% of
sales, up from $36.0 million or 13.1% of sales in the second
quarter of 1996. The improvement in margin results from
continued emphasis on cost reductions pertaining to the Anderson
locations, continuous improvement efforts and an aggressive
rationalization activity throughout Excel. Costs incurred in
connection with plant closings and relocation of $2.5 million
recognized in the second quarter were approximately offset by a
reduction in warranty accruals.
Selling, administrative and engineering expenses totaled $20.7
million in the second quarter of 1997, up from $19.8 million in
the 1996 second quarter. The increase was primarily due to the
increase in product development costs.
Interest expense totaled $2,902,000 in the 1997 second quarter
down from $2,989,000 in the year ago second quarter. The
decrease was the result of reducing long-term debt through
scheduled payments.
Other income of $445,000, which is primarily interest income on
marketable debt securities, was up from the $30,000 in the 1996
second quarter. The 1996 interest income of $350,000 was offset
by the recognition of our equity in losses of our Brazilian joint
venture in 1996.
Provision for taxes on income was at an effective rate of 35% for
1997, down from 39% in 1996. The reduction was due to lower
estimated state income taxes and favorable benefits of our
foreign sales corporation.
Material Changes in Results of Operations:
Six Months Ended June 28, 1997 Compared to
Six Months Ended June 29, 1996
Sales in the first half of 1997 increased 21.4% or $90.9 million
to $515.7 million from the $424.8 million in 1996. The
acquisition of Anderson was effective the first of April, 1996.
Sales in 1997 increased by $98.2 million due to this transaction.
Gross profit was $68.1 million in the six months ended June 28,
1997 or 13.2% of sales, up from gross profit of $51.9 million or
12.2% of sales in the first half of 1996. The increase in gross
profit in the half was due to continued cost reduction efforts
pertaining to the Anderson locations, continuous improvement
efforts and an aggressive rationalization activity throughout
Excel.
Selling, administrative and engineering expenses totaled $39.6
million in the first half up from $27.8 million in the 1996 first
half. The increase was due to the addition of Anderson locations
and increases in product development expenses.
Interest expense totaled $5,671,000 in 1997 up from $3,798,000 in
the year ago first half due to the additional long-term debt
outstanding including Senior Notes issued in connection with the
Anderson acquisition.
Other income of $835,000 consists primarily of interest income on
marketable debt securities. Other income of $430,000 in 1996
included interest income of $722,000 which was offset in part by
the recognition of our equity in losses of our Brazilian joint
venture.
Provision for taxes on income was at an effective rate of 35% for
1997, down from 37.7% in 1996. The decrease was due to lower
estimated state income taxes and favorable benefits of our
foreign sales corporation.
Material Changes in Financial Condition:
For the six months ended June 28, 1997 cash flow from operations
totaled $25.1 million of which $16.4 million was used for capital
expenditures, $2.4 million for the acquisition of The Compliance
Group and an additional $2.7 million for dividends. Capital
expenditures for the year are estimated to be $50.5 million.
The Company recorded an $8.7 million pre-tax restructuring
reserve in the first quarter of 1997 for closing manufacturing
facilities in 1997 at Rockford Illinois and Battle Creek,
Michigan which had been acquired in 1996 as part of the
acquisition of Anderson. The reserve increased the associated
goodwill by $5.4 million (which is net of income taxes) and was
not a charge to earnings. Total charges to the reserve through
June 28, 1997 were $2.0 million. In addition, the Company
expects that additional expenses to be incurred in 1997 including
relocation, start-up and other related costs not covered by the
reserve will be approximately $4.2 million pretax or about 24
cents per share after tax. Actual expenditures through June 28,
1997 were $3.3 million. The Company estimates that annual
savings from the plant closures will be approximately $7 million
to $8 million or 40 cents to 45 cents per share.
In January, 1997, the Company completed the purchase of the
assets of the Compliance Group located in Greendale, Wisconsin
for approximately $2.4 million in cash. The excess of the
purchase price over the estimated fair value of assets acquired
has been accounted for as goodwill.
In May, 1997, the Company completed the sale of the automotive
parking brake product line for $2.9 million. This product line
was acquired when Excel purchased Anderson. Sales in 1996 were
approximately $12 million or less than 2% of total sales.
Cash and short-term marketable securities amounted to $35.9
million at June 28, 1997, an increase of $5.3 million from
December 28, 1996. At June 28, 1997, the Company had available
unused lines of credit of approximately $60 million. For the
remainder of 1997 the Company expects its current cash balances,
operating cash flow and available credit lines to be sufficient
to finance operating cash needs, capital expenditures and any
environmental remediation requirements.
The Company has supply agreements with a majority of its
automotive customers which require the absorption of the effects
of inflation and require specified price reductions or
productivity offsets to price reductions. The Company believes
that these types of agreements are typical in the automotive
supply business, and the Company's ability to maintain gross
margins at or near their present levels will be dependent on its
ability to substantially offset the effects of such agreements
through productivity improvements, cost reduction programs and
implementation of value analysis/value engineering programs,
which reduce part weight and system costs to the customer.
Forward-Looking Statements
This report contains certain forward-looking statements which
involve certain risks and uncertainties. Such statements are
subject to certain risks and uncertainties which could cause
actual results to differ materially from those anticipated.
Potential risks and uncertainties include economic factors,
concentration of a substantial percentage of sales in a few major
OEM customers, and other business factors. Readers are cautioned
not to place undue reliance on those forward-looking statements
which speak only as of the date of this report.
PART II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders
At the annual Shareholders' Meeting on April 17, 1997, the
shareholders approved by a vote of 7,709,035 For, 102,300
Against, 64,099 Abstaining, and 2,977,201 Broker Non-Voting, the
Excel Industries, Inc. 1997 Long-Term Incentive Plan (The
"LTIP"). The LTIP reserves 500,000 common shares for issuance
under the plan. Participants are key employees, including
officers, of the Corporation and its subsidiaries who are in a
position to make significant contributions to the growth and
long-term success of the Corporation. Under the LTIP,
performance shares are awarded to key executives of the
Corporation based on the attainment of one or more preestablished
performance goals over a specified performance period.
In an uncontested election of Directors, the following were
elected.
<TABLE>
<CAPTION>
Authority
For Withheld
<S> <C> <C>
James O. Futterknecht, Jr. 7,814,111 61,323
Joseph A. Robinson 7,813,611 61,823
John G. Keane 7,813,611 61,823
Richard A. Place 7,811,111 64,323
James K. Sommer 7,814,111 61,323
Ralph R. Whitney, Jr. 7,813,611 61,823
</TABLE>
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
<TABLE>
<CAPTION>
EXCEL INDUSTRIES, INC.
(Registrant)
<S> <C> <C>
Date: August 8, 1997 s/ James O. Futterknecht
James O. Futterknecht
Chairman, President and
Chief Executive Officer
Date: August 8, 1997 s/ Joseph A. Robinson
Joseph A. Robinson
Senior Vice President,
Secretary and
Chief Financial Officer
Date: August 8, 1997 s/ Ike K Eikelberner
Ike K. Eikelberner
Vice President,
Corporate Controller
and Chief Accounting
Officer
</TABLE>
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
<TABLE>
<CAPTION>
EXCEL INDUSTRIES, INC.
(Registrant)
<S> <C> <C>
Date: August 8, 1997 s/ James O. Futterknecht
James O. Futterknecht
Chairman, President and
Chief Executive Officer
Date: August 8, 1997 s/ Joseph A. Robinson
Joseph A. Robinson
Senior Vice President,
Secretary and
Chief Financial Officer
Date: August 8, 1997 s. Ike K. Eikelberner
Ike K. Eikelberner
Vice President,
Corporate Controller
and Chief Accounting
Officer
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-27-1997
<PERIOD-END> JUN-28-1997
<CASH> 1932
<SECURITIES> 33946
<RECEIVABLES> 154885
<ALLOWANCES> 2298
<INVENTORY> 46718
<CURRENT-ASSETS> 276873
<PP&E> 261041
<DEPRECIATION> 107461
<TOTAL-ASSETS> 480727
<CURRENT-LIABILITIES> 154971
<BONDS> 0
0
0
<COMMON> 92365
<OTHER-SE> 71032
<TOTAL-LIABILITY-AND-EQUITY> 480727
<SALES> 515690
<TOTAL-REVENUES> 515690
<CGS> 447593
<TOTAL-COSTS> 487210
<OTHER-EXPENSES> (835)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5671
<INCOME-PRETAX> 23644
<INCOME-TAX> 8275
<INCOME-CONTINUING> 15369
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15369
<EPS-PRIMARY> 1.43
<EPS-DILUTED> 1.30
</TABLE>
EXHIBIT 3.1
CERTIFICATE OF SECRETARY
OF
EXCEL INDUSTRIES, INC.
I, Joseph A. Robinson, certify that I am the duly elected
Secretary of Excel Industries, Inc., a corporation organized and
existing under the laws of the State of Indiana (hereinafter the
"Corporation"), and that the following is a true and correct copy
of certain resolutions duly adopted by the Board of Directors in
accordance with law and the Code of By-Laws of the Corporation on
April 17, 1997, and that such resolutions have not been rescinded
or modified:
RESOLVED, that the Board of Directors of Excel Industries, Inc.
hereby amends the Code of By-Laws of the Corporation as follows:
1. Article VII, Section 8 is hereby amended to read as follows:
Section 8. Special Meetings, for any purpose or purposes
(unless otherwise prescribed by law), may be called by the Board
or the Chairman of the Board or the President, and shall be
called by the President or any Vice President at (a) the request
in writing of a majority of the Board or (b) at the written
demand delivered to the Secretary by shareholders ("Demanding
Shareholders") holding of record not less than a majority of the
voting power of all the shares of the Corporation issued and
outstanding and entitled by the Articles of Incorporation of the
Corporation, as the same may, from time to time, be amended, to
vote on the business proposed to be transacted at the meeting;
provided however that, for purposes of calculating the number of
shares held by the Demanding Shareholders, only shares of the
Demanding Shareholders which have been beneficially owned or held
of record by the holders thereof for at least three (3) years
shall be included. All requests or demands for Special Meetings
shall state the purpose or purposes thereof, and the business
transacted at such Meeting shall be confined to the purposes
stated in the call and matters germane thereto. Notice of any
Special Meeting called at the written demand of shareholders
shall be delivered or mailed within sixty days of the Secretary's
receipt of such demand.
2. Article VIII is hereby further amended by adding the
<PAGE>
following Sections 13 and 14:
Section 13. At any meeting of the shareholders, only such
business may be conducted as shall have been properly brought
before the meeting, and as shall have been determined to be
lawful and appropriate for consideration by shareholders at the
meeting. To be properly brought before a meeting, business must
be (a) specified in the notice of meeting given in accordance
with Section 9 of this Article VIII, (b) otherwise properly
brought before the meeting by or at the direction of the board of
directors or the Chairman of the Board, or (c) otherwise properly
brought before the meeting by a shareholder. For business to be
properly brought before a meeting by a shareholder pursuant to
clause (c) above, the shareholder must have given timely notice
thereof in writing to the secretary of the Corporation. To be
timely, a shareholder's notice must be delivered to, or mailed
and received at, the principal office of the Corporation, not
later than the earlier of (x) 270 days after the adjournment of
the next preceding annual meeting or (y) the close of business on
the seventh day following the date on which notice of the meeting
is formally given to shareholders. A shareholder's notice to the
secretary shall set forth as to each matter the shareholder
proposes to bring before the meeting (a) a brief description of
the business desired to be brought before the meeting, (b) the
name and address, as they appear on the Corporation's stock
records, of the shareholder proposing such business, (c) the
class and number of shares of the Corporation which are
beneficially owned by the shareholder, and (d) any interest of
the shareholder in such business. Notwithstanding anything in
these by-laws to the contrary, no business shall be conducted at
a meeting except in accordance with the procedures set forth in
this Section 13. The person presiding at the meeting shall, if
the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting in
accordance with the by-laws, or that business was not lawful or
appropriate for consideration by shareholders at the meeting, and
if he should so determine, he shall so declare to the meeting and
any such business shall not be transacted.
Section 14. Nominations of persons for election to the
board of directors of the Corporation may be made at any meeting
of shareholders by or at the direction of the board of directors
or by any shareholder of the Corporation entitled to vote for the
election of directors at the meeting. Shareholder nominations
shall be made pursuant to timely notice given in writing to the
Secretary of the Corporation in accordance with Section 13 of
this Article VIII. Such shareholder's notice shall set forth, in
addition to the information required by Section 13, as to each
person whom the shareholder proposes to nominate for election or
re-election as a director, (a) the name, age, business address
and residence address of such person, (b) the principal
occupation or employment of such person, (c) the class and number
of shares of the Corporation which are beneficially owned by such
<PAGE>
person,(d) any other information relating to such person that
would be required to be disclosed in solicitation of proxies for
election of directors pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (including, without
limitation, such person's written consent to being named as a
nominee and to serving as a director, if elected), and (e) the
qualifications of the nominee to serve as a director of the
Corporation. No shareholder nomination shall be required to be
included in any proxy solicitation on behalf of the board of
directors. No shareholder nomination shall be effective unless
made in accordance with the procedures set forth in this Section
14. The person presiding at the meeting shall, if the facts
warrant, determine and declare to the meeting that a shareholder
nomination was not made in accordance with the by-laws, and if he
should so determine, he shall so declare to the meeting and the
defective nomination shall be disregarded.
Dated this 11th day of August, 1997.
s/Joseph A. Robinson
Joseph A. Robinson
Secretary
EXHIBIT 3.2
CODE OF BY-LAWS
OF
EXCEL INDUSTRIES, INC.
(the "Corporation")
ARTICLE I
Officers
Section 1. The officers of the Corporation shall consist of
a Chairman of the Board, the President, one or more Vice
Presidents, the Secretary, the Treasurer, and such assistant
officers as the Board of Directors shall from time to time
designate and elect.
Section 2. Any two offices may be held by the same person.
The officers of the Corporation shall be elected by the Board of
Directors at such time and in such manner and for such terms as
the Board of Directors may prescribe. No officer, other than the
Chairman of the Board, need be a Director of this Corporation.
ARTICLE II
Chairman of the Board of Directors
The Board of Directors shall choose from among its members a
Chairman of the Board who shall also serve as the Chief Executive
Officer of the Corporation. The Chairman of the Board of
Directors shall preside at all meetings of the shareholders and
directors. He shall perform all duties incident to the office of
the Chief Executive Officer and shall perform any additional
duties as from time to time may be assigned to him by the Board
of Directors.
ARTICLE III
President and Vice President
Section 1. The President shall be the Chief Operating
Officer of the Corporation and shall have management
responsibility for the operation of the Corporation. It shall be
his duty to preside at all meetings of the shareholders in the
absence of the Chairman of the Board of Directors and to perform
such other duties and render such other services for and in
behalf of the Corporation as may be assigned to him by the
Chairman of the Board.
Section 2. Each Vice President shall have such powers and
<PAGE>
perform such duties as the Board of Directors may prescribe or as
the Chairman of the Board or the President may delegate to him.
At the request of the Chairman of the Board or the President, any
Vice President may temporarily act in the Place of the President
and may perform all of the duties of the Presidency in his
absence or during his disability.
ARTICLE IV
Secretary
Section 1. The Secretary shall prepare or cause to be
prepared the minutes of the meetings of the shareholders and of
the Board of Directors. He shall see that all notices are duly
given in accordance with the provisions of the Code of By-Laws
and as required by law. The Secretary shall be custodian and
responsible for the authentication of the records and, in
general, shall perform all duties incident to the Office of
Secretary. He shall have such other powers and perform such
other duties as this Code of By-Laws provides or as may, from
time to time, be assigned by the Board of Directors.
Section 2. The Secretary shall procure all of the stock
certificates, stock books, stock transfer books, and other
similar records.
Section 3. The Secretary shall have the custody of and
affix the corporate seal whenever the same is required to be
affixed and shall perform such other duties and render such other
services as may be assigned to him from time to time by the Board
of Directors.
ARTICLE V
Treasurer
Section 1. The Treasurer shall be the Chief Financial
Officer of the Corporation. He shall procure and have custody of
the financial records of the Corporation and shall receive and
have custody of and safely keep all of the cash and securities of
the Corporation. He shall keep an accurate record of all
receipts and disbursements in books and records belonging to the
Corporation; shall deposit all moneys and securities in the name
and to the credit of the Corporation in such banks, trust
companies or other depositories as the Board of Directors may
designate from time to time as the depositories of the
Corporation; shall disburse the funds of the Corporation as
ordered by the Board of Directors; shall render an account of all
of his transactions as such Treasurer and of the financial
condition of the Corporation whenever required by the Board of
Directors; and, in general, shall perform all the duties incident
to the office of Treasurer.
<PAGE>
Section 2. The Treasurer shall perform such other duties
and render such other services as may be assigned to him from
time to time by the Board of Directors.
ARTICLE VI
Additional Duties of Officers
In addition to the duties imposed upon the several officers
of the Corporation, they shall have the powers and perform the
duties usually had and possessed by the respective officers of a
like corporation. Assistant officers shall have such powers and
duties as the officers whom they are elected to assist shall
specify and delegate to them and such other powers and duties as
these By-Laws or the Board of Directors may prescribe.
ARTICLE VII
Duties of Officers Delegated
In case of the absence or disability of any officer of the
Corporation, the Board of Directors may delegate the powers and
duties of any such officer of the Corporation for such period of
time as the Board of Directors may determine.
ARTICLE VIII
Meetings of Shareholders
Section 1. All meetings of the shareholders of the
Corporation shall be held at such place within or without the
State of Indiana as may be specified in the notice of the
meeting.
Section 2. The annual meeting of the shareholders of the
Corporation shall be held on the third Thursday of April of each
and every year. Failure to hold the meeting at the designated
time shall not work any forfeiture or a dissolution of the
Corporation or affect the validity of any corporate action.
Section 3. A complete list of the shareholders entitled to
vote at any shareholders' meeting, arranged in alphabetical order
and containing the address and number of shares of stock so held
by each shareholder who is entitled to vote at said meeting,
shall be prepared by the Secretary and shall be open to the
examination of any shareholder at the office of the Corporation
at the time of the meeting and for five days prior thereto.
Section 4. At all shareholders' meetings, a quorum shall
consist of a majority of all of the shares of the stock
outstanding and entitled by the Articles of Incorporation to vote
on the business to be transacted at said meeting, but a meeting
composed of less than a quorum may adjourn the meeting from day
<PAGE>
to day thereafter or until some future time.
Section 5. At the annual meeting of the shareholders, there
shall be elected by plurality vote a Board of Directors who shall
hold office until the next annual meeting of shareholders and
until their successors have been elected and have qualified.
Section 6. Except as otherwise provided by law or by the
provisions of the Articles of Incorporation, each outstanding
share of Common Stock is entitled to one vote on each matter
voted on at a shareholders' meeting.
Section 7. A shareholder may vote, either in person or by
proxy executed in writing by the shareholder or a duly authorized
attorney-in-fact. No proxy shall be valid after eleven (11)
months, unless a shorter or longer time is expressly provided in
the appointment form.
Section 8. Special meetings, for any purpose or purposes
(unless otherwise prescribed by law), may be called by the Board
or the Chairman of the Board or the President, and shall be
called by the President or any Vice President at (a) the request
in writing of a majority of the Board or (b) at the written
demand delivered to the Secretary by shareholders ("Demanding
Shareholders") holding of record not less than a majority of the
voting power of all the shares of the Corporation issued and
outstanding and entitled by the Articles of Incorporation of the
Corporation, as the same may, from time to time, be amended, to
vote on the business proposed to be transacted at the meeting;
provided however that, for purposes of calculating the number of
shares held by the Demanding Shareholders, only shares of the
Demanding Shareholders which have been beneficially owned or held
of record by the holders thereof for at least three (3) years
shall be included. All requests or demands for Special Meetings
shall state the purpose or purposes thereof, and the business
transacted at such Meeting shall be confined to the purposes
stated in the call and matters germane thereto. Notice of any
special Meeting called at the written demand of shareholders
shall be delivered or mailed within sixty days of the Secretary's
receipt of such demand.
Section 9. Written notice of each meeting of shareholders
shall be given by the Secretary, to each shareholder of record
who is entitled to vote at said meeting, at least ten days prior
to the time fixed for the holding of said meeting, which said
notice shall state the place, day and hour and the purpose for
which said meeting is called, and said notice shall be addressed
to the last known place of residence of each shareholder, as
shown on the records of the Corporation; the ten days shall be
computed from the date upon which said notice is deposited in the
mails.
Section 10. Notice of any shareholders' meeting may be
<PAGE>
waived in writing by any shareholder if the waiver sets forth in
reasonable detail the purpose or purposes for which the meeting
is called and the time and place thereof.
Section 11. No shares of stock shall be voted at any annual
or special meeting of shareholders upon which any installment is
due and unpaid or which are owned by the Corporation.
Section 12. Chapter 42 of the Indiana Business Corporation
Law (IND. CODE Sec. 23-1-42) shall not apply to any control share
acquisitions as defined in IND. CODE Sec.
23-1-42-2 by CIGNA Mezzanine Partners II, L.P., Connecticut
General Life Insurance Company, Life Insurance Company of North
America, The Paul Revere Life Insurance Company, The Paul Revere
Protective Life Insurance Company, Rhode Island Hospital
Investment Trust Fund B and Balboa Insurance Company and their
respective nominees, affiliates, successors and assigns as a
result of the sale and issuance by the Corporation of certain 10%
Convertible Subordinated Notes due December 1, 2000 in the
aggregate principal amount of ,30,000,000 (the "Notes") and any
issuance of shares of the common stock of the Corporation upon
any subsequent conversion of the Notes.
Section 13. At any meeting of the shareholders, only such
business may be conducted as shall have been properly brought
before the meeting, and as shall have been determined to be
lawful and appropriate for consideration by shareholders at the
meeting. To be properly brought before a meeting, business must
be (a) specified in the notice of meeting given in accordance
with Section 9 of this Article VIII, (b) otherwise properly
brought before the meeting by or at the direction of the board of
directors or the Chairman of the Board, or (c) otherwise properly
brought before the meeting by a shareholder. For business to be
properly brought before a meeting by a shareholder pursuant to
clause (c) above, the shareholder must have given timely notice
thereof in writing to the secretary of the Corporation. To be
timely, a shareholder's notice must be delivered to, or mailed
and received at, the principal office of the Corporation, not
later than the earlier of (x) 270 days after the adjournment of
the next preceding annual meeting or (y) the close of business on
the seventh day following the date on which notice of the meeting
is formally given to shareholders. A shareholder's notice to the
secretary shall set forth as to each matter the shareholder
proposes to bring before the meeting (a) a brief description of
the business desired to be brought before the meeting, (b) the
name and address, as they appear on the Corporation's stock
records, of the shareholder proposing such business, (c) the
class and number of shares of the Corporation which are
beneficially owned by the shareholder, and (d) any interest of
the shareholder in such business. Not withstanding anything in
these by-laws to the contrary, no business shall be conducted at
a meeting except in accordance with the procedures set forth in
this Section 13. The person presiding at the meeting shall, if
<PAGE>
the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting in
accordance with the by-laws, or that business was not lawful or
appropriate for consideration by shareholders at the meeting, and
if he should so determine, he shall so declare to the meeting and
any such business shall not be transacted.
Section 14. Nominations of persons for election to the
board of directors of the Corporation may be made at any meeting
of shareholders by or at the direction of the board of directors
or by any shareholder of the Corporation entitled to vote for the
election of directors at the meeting. Shareholder nominations
shall be made pursuant to timely notice given in writing to the
Secretary of the Corporation in accordance with Section 13 of
this Article VIII. Such shareholder's notice shall set forth, in
addition to the information required by Section 13, as to each
person whom the shareholder proposes to nominate for election or
re-election as a director, (a) the name, age, business address
and residence address of such person, (b) the principal
occupation or employment of such person, (c) the class and number
of shares of the Corporation which are beneficially owned by such
person, (d) any other information relating to such person that
would be required to be disclosed in solicitation of proxies for
election of directors pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (including, without
limitation, such person's written consent to being named as a
nominee and to serving as a director, if elected), and (e) the
qualifications of the nominee to serve as a director of the
Corporation. No shareholder nomination shall be required to be
included in any proxy solicitation on behalf of the board of
directors. No shareholder nomination shall be effective unless
made in accordance with the procedures set forth in this Section
14. The person presiding at the meeting shall, if the facts
warrant, determine and declare to the meeting that a shareholder
nomination was not made in accordance with the by-laws, and if he
should so determine, he shall so declare to the meeting and the
defective nomination shall be disregarded.
ARTICLE IX
DIRECTORS
Section 1. The property and business affairs of the
Corporation shall be managed and controlled by a Board of
Directors, none of whom need be a shareholder of the Corporation.
The Board of Directors shall consist of a minimum of six and a
maximum of eight members, the actual number of directors to be
fixed from time to time by resolution of the Board of Directors.
The members of the Board of Directors shall be elected at the
annual meeting of the shareholders, shall hold office until the
next annual meeting of the shareholders and until their
successors have been elected and have qualified. In case of the
failure to hold the annual meeting on the date fixed herein for
<PAGE>
the same to be held, the Directors shall hold over until the next
meeting of the shareholders for the purpose of electing
Directors.
Section 2. Vacancies in the Board of Directors, caused by
resignation, death or other incapacity or by increase in the
number of Directors, shall be filled for the unexpired term by a
majority vote of the remaining members of the Board of Directors.
Section 3. No person shall be eligible to be elected or re-
elected as a director, or to fill a vacancy on the Board of
Directors, who at the time of such election or appointment shall
have attained the age of seventy (70) years.
ARTICLE X
Meeting of Directors
Section 1. Immediately following the annual meeting of the
shareholders, the annual meeting of the Board of Directors shall
be held, without notice, at the place at which the annual meeting
of the shareholders is held.
Section 2. Special meeting of the Board of Directors may be
called by the Chairman of the Board of Directors, by the
President, or by any two members of the Board of Directors, at
any place within or without the State of Indiana, upon twenty-
four hours' notice, specifying the date, time and place of the
meeting, given to each director, either personally, by mailing,
or by telegram.
Section 3. A majority of the whole Board of Directors shall
constitute a quorum for the transaction of any business except
the filling of vacancies, but a smaller number may adjourn from
time to time until a future date or until a quorum is secured.
For the purpose only of filling a vacancy or vacancies in
the Board of Directors, a quorum shall consist of a majority of
the whole Board of Directors, less the vacancy or the vacancies
therein.
The act of a majority of the Directors present at a meeting
duly called at which a quorum is present shall be the act of the
Board of Directors.
Section 4. Notice of any special meeting of the Board of
Directors may be waived in writing by any Director, before or
after the date and time stated in the notice, if the waiver is
signed by the Director and filed with the Corporation's minutes
or records. In addition, a Director's attendance at or
participation in a meeting waives any required notice of the
meeting unless the Director at the beginning of the meeting (or
promptly upon his arrival) objects to holding the meeting or
<PAGE>
transacting business at the meeting and does not thereafter vote
for or assent to action taken at the meeting.
Section 5. 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 a written consent to such
action is signed by all members of the Board of Directors or such
committee, as the case may be, and such written consent is filed
with the minutes of the proceedings of the Board of Directors.
ARTICLE XI
Powers of Directors
The Board of Directors shall have all such powers as may be
exercised by the Corporation, subject to the provisions of the
statutes of the State of Indiana, the Articles of Incorporation
and these By-Laws, and subject to such further regulations as may
be, from time to time, made by the shareholders.
ARTICLE XII
Compensation of Directors
and Members of Committees
The members of the Board of Directors and members of
committees of the Corporation, who are not salaried employees of
the Corporation, shall receive such compensation for their
services to be rendered for and in behalf of the Corporation as
may, from time to time, be fixed by the Board of Directors, and
the compensation so fixed shall continue to be payable until the
Board of Directors shall have thereafter fixed a different
compensation, which it may do at any regular or special meeting.
ARTICLE XIII
Shares
Section 1. The shares of stock of the Corporation shall be
represented by certificates signed by the Chairman of the Board
or the President and the Secretary or an Assistant Secretary of
the Corporation and may be sealed with a seal of the Corporation
or a facsimile thereof. The signatures of the officers upon a
certificate may be facsimiles if the certificate is countersigned
by a Transfer Agent or registered by a Registrar other than the
Corporation itself or an employee of the Corporation. In the
event any officer who has signed or whose facsimile signature has
been placed upon a certificate shall cease to be such officer
before the certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at
the time of the issue of such certificate.
<PAGE>
Section 2. The Board of Directors may, at its discretion,
appoint a Transfer Agent and a Registrar for the shares of common
stock of the Corporation. The Transfer Agent shall be in charge
of the issue, transfer, and cancellation of shares of stock and
shall countersign all stock certificates; and, in the event the
Transfer Agent and Registrar shall be the same, then such stock
certificates shall be countersigned by it as Transfer Agent and
Registrar. The Transfer Agent shall maintain stock transfer
books which shall include a record of the shareholders, giving
the names and addresses of all shareholders and the number and
class of shares held by each; shall prepare voting lists for
meetings of shareholders; shall produce and keep open these lists
at the meetings, and shall perform such other duties as may be
delegated by the Board of Directors. The Registrar shall be in
charge of preventing the overissue of shares, shall register all
stock certificates, and shall perform such other duties as may be
delegated by the Board of Directors.
Section 3. The Corporation shall have a first lien on all
of the shares of the capital stock, and upon all dividends
declared upon the same, for any indebtedness of any character or
description owing to it from the respective holders of any such
share or shares.
Section 4. The shares of the Corporation shall be
transferable on the books of the Corporation upon surrender of
the certificate or certificates representing the same, properly
endorsed by the registered holder or by her/his duly authorized
attorney.
Section 5. The Corporation shall be entitled to treat the
holder of record of any share or shares of stock as the legal
owner thereof and accordingly shall not be bound to recognize any
equitable claim to or interest in such share or shares on the
part of any other persons, whether or not it shall have express
or other notice thereof, save as expressly provided by the laws
of the State of Indiana.
Section 6. The provisions of that certain Rights Agreement
dated December 21, 1995, by and between the Corporation and
Chemical Mellon Shareholder Services L.L.C. are incorporated in
and made a part of this Code of By-Laws as if set forth in full
herein.
ARTICLE XIV
Fiscal year
The fiscal year of this Corporation shall be the calendar
year consisting of 52/53 weeks with the year ending on the
weekend closest to December 31.
Article XV
<PAGE>
Checks for Money
All checks, drafts or other orders for the payment of the
funds of the Corporation shall be signed by the Treasurer, or by
such other individual or individuals as may hereafter from time
to time be designated by the Board of Directors.
ARTICLE XVI
Dividends
Section 1. The Board of Directors may, at any annual or
special meeting, declare and authorize the distribution of a
dividend to the shareholders of the Corporation.
Section 2. When the Board of Directors declares a dividend,
it shall fix a date as the record date for the determination of
the shareholders who shall be entitled to receive said dividend,
and said dividend shall be paid only to the shareholders of
record on said record date as shown by the books of the
Corporation.
ARTICLE XVII
Compensation of Officers
The officers of the Corporation shall receive such
compensation for their services as may be, from time to time,
fixed by the Board of Directors, and the compensation so fixed
shall continue to be payable until the Board of Directors shall
have fixed a different compensation, which it may do at any
regular or special meeting.
ARTICLE XVIII
Execution of
Negotiable Instruments and Contracts
The promissory notes, debentures, certificates of
indebtedness, written contracts, and other similar instruments
which the Corporation may hereafter issue or execute, shall be
the valid obligations of the Corporation, if signed in its behalf
by the Chairman of the Board, the President, a Vice President,
the Secretary, the Treasurer, or any other officer or agent
designated and authorized by the Board of Directors.
