SCHEDULE 14A
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
and Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[X] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or
240.14a-12
W.H. Brady Co.
_________________________________________________________________
(Name of Registrant as Specified In Its Charter)
_________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
_______________________________________________________
2) Aggregate number of securities to which transaction
applies:
_______________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):
_______________________________________________________
4) Proposed maximum aggregate value of transaction:
_______________________________________________________
5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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4) Date Filed:
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<PAGE>
W.H. BRADY CO.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
Friday, November 17, 1995
To The Holders of W.H. Brady Co. Class A Common Stock:
NOTICE IS HEREBY GIVEN that a special meeting of the
shareholders of W.H. Brady Co. (the "Company") will be held at
the Wyndham Hotel, 139 East Kilbourn Avenue, Milwaukee, Wisconsin
53202 on Friday, November 17, 1995 at 9:00 a.m. to consider and
act upon the following matters:
1. A proposal to amend Article III of the Restated
Articles of Incorporation of the Company to increase the number
of shares which the Company has authority to issue from
25,045,000 to 115,045,000, consisting of an increase in the
number of authorized shares of Class A Common Stock from
10,000,000 to 100,000,000.
2. To approve the proposed dividend of two shares of Class
A Common Stock on each outstanding share of Class A Common Stock
and Class B Common Stock.
3. To transact such other business as may properly come
before the meeting or any adjournments or postponements thereof.
The close of business on October 6, 1995 has been fixed as
the record date for determination of shareholders entitled to
notice of, and to vote at, the meeting and any adjournments or
postponement thereof.
The matters to be acted upon at the meeting are described in
more detail in the accompanying Proxy Statement. Approval of
both proposal 1 and proposal 2 requires an affirmative vote of a
majority of the outstanding shares of each of the Class A and
Class B Common Stock, voting separately. Holders of the Class B
stock have indicated their intent to vote for the proposals. THE
BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.
It is important that your shares be represented at the
meeting. Whether or not you plan to attend the meeting, you are
requested to indicate your voting directions, sign, date and
promptly return your proxy in the enclosed postpaid envelope. If
you later desire to revoke your proxy, you may do so at any time
before the voting by giving written notice of revocation to the
Company's Secretary, or by giving oral notice to the presiding
officer during the meeting.
A copy of the 1995 Annual Report to Shareholders and a Proxy
Statement accompany this Notice.
By Order of the Board of Directors
______________________________
Peter J. Lettenberger
Secretary
October 13, 1995
6555 West Good Hope Road
Milwaukee, Wisconsin 53223
PROXY STATEMENT
W.H. BRADY CO.
6555 WEST GOOD HOPE ROAD
MILWAUKEE, WISCONSIN 53223
(414) 358-6600
SOLICITATION AND VOTING
The enclosed proxy is solicited by the Board of Directors of
W.H. Brady Co. ("Brady" or the "Company") for use at the Special
Meeting of Shareholders to be held on November 17, 1995. The
meeting will be held in conjunction with the regular Annual
Meeting of the Company's Class B Common Stock shareholders. All
properly executed proxies will be voted at the meeting. A proxy
may be revoked at any time prior to its exercise by giving
written notice of revocation to the Company's Secretary, or by
giving oral notice to the presiding officer during the meeting.
Each holder of record of Class A Common Stock and Class B
Common Stock at the close of business on October 6, 1995, will be
entitled to one vote for each share registered in such
shareholder's name on proposals one and two. At that date, there
were outstanding [5,507,466] shares of Class A Common Stock and
1,769,314 shares of Class B Common Stock. Approval of both the
proposal to amend Article III of the Restated Articles of
Incorporation and the proposed stock dividend of two shares of
Class A Common Stock on each outstanding share of Class A and
Class B Common Stock requires the affirmative vote of a majority
of the issued and outstanding shares of each of the Class A
Common Stock and the Class B Common Stock, voting separately.
The holders of the Class B Common Stock have indicated their
intent to vote for both proposals. Each share of Class B Common
Stock entitles its holder to vote for all other matters properly
coming before the meeting. Holders of Class A Common Stock are
not entitled to vote on other matters coming before the meeting,
except as may be required by law.
The expense of printing and mailing the proxy material,
including forwarding expenses to beneficial owners of stock held
in the name of another, will be borne by the Company. No
solicitation other than by mail is contemplated, except that
officers or employees of the Company may solicit the return of
proxies from certain shareholders by telephone.
This Proxy Statement is being mailed to shareholders of
record commencing on or about October 13, 1995. A copy of the
1995 Annual Report to Shareholders, including financial
statements, is enclosed herewith.
PRINCIPAL SECURITY HOLDERS AND SECURITY HOLDINGS
OF MANAGEMENT
The following table contains information as to the
beneficial ownership of the Company's Class A Common Stock, Class
B Common Stock and Cumulative Preferred Stock by each Director,
each person known to own more than 5% of any class of such
security, and all Directors and executive officers as a group as
of August 31, 1995. This beneficial ownership information is
based upon information furnished by the specified persons and
determined in accordance with Rule 13d-3 under the Securities
Exchange Act of 1934 as required for purposes of this Proxy
Statement, which is not necessarily the same as beneficial
ownership for other purposes, and includes shares as to which
beneficial ownership may be disclaimed. Except as otherwise
indicated, all shares are owned directly.
Title of Name of Beneficial Owner and Amount of Percent
Class Nature of Beneficial Ownership Beneficial of
Ownership Ownership
Class A Peter J. Lettenberger 20.2%
Common (1)(2)(3) 1,109,963 20.2%
Stock Irene B. Brady (1)(2) 15.4%
Richard A. Bemis (1)(4) 1,108,372 15.4%
Robert C. Buchanan (1)(4) 15.4%
Roger D. Peirce (1)(4) 849,431 10.2%
Elizabeth B. Lurie (2)(5) 6.3%
William H. Brady III 849,231 0.6%
Katherine M. Hudson (6) *
Gary R. Nei 848,931 *
Frank W. Harris
All Executive Officers and 559,290 33.0%
Directors as a Group
(17 persons) (7) 345,824
30,370
1,500
500
1,842,186
Class B Peter J. Lettenberger (1) 100%
Common Irene B. Brady (1)(2) 1,769,314 100%
Stock Robert C. Buchanan (1) 100%
Roger D. Peirce (1) 1,769,314 100%
Richard A. Bemis (1) 100%
All Executive Officers and 1,769,314
Directors as a Group 100%
1,769,314
1,769,314
1,769,314
6% Peter J. Lettenberger (1)(2) 69.1%
Cumulative Irene B. Brady (1)(2) 2,751 49.9%
Preferred Robert C. Buchanan (1) 48.2%
Stock Roger D. Peirce (1) 1,988 48.2%
Richard A. Bemis (1) 48.2%
Elizabeth B. Lurie (2)(5) 1,920 26.8%
William H. Brady III 5.9%
All Executive Officers and 1,920
Directors as a Group 80.8%
1,920
1,066
235
3,221
1979 Elizabeth B. Lurie (2)(5) 36.7%
Series Peter J. Lettenberger (2) 8,071 25.2%
Cumulative William H. Brady III 11.6%
Preferred All Officers and Directors 5,529
Stock as a Group 48.3%
2,542
10,613
6% Peter J. Lettenberger (2) 100%
Cumulative Elizabeth B. Lurie (2) 2,600 100%
Preferred All Executive Officers and
Stock, Directors as a Group 2,600 100%
1972
Series
2,600
* Indicates less than one tenth of one percent.
(1) The amount shown includes shares held directly by the
William H. Brady, Jr. Marital Trust (the "Marital Trust") and the
William H. Brady, Jr. Non-QTIP Marital Trust (the "Non-QTIP
Trust) (collectively, the "Trusts"). The Marital Trust owns
687,781 shares of Class A Common Stock, 1,574,866 shares of Class
B Common Stock, and 1,709 shares of 6% Cumulative Preferred
Stock. The Non-QTIP Trust owns 160,650 shares of Class A Common
Stock, 194,448 shares of Class B Common Stock, and 211 shares of
6% Cumulative Preferred Stock. The Trustees of both Trusts are
Robert C. Buchanan, Irene B. Brady, Roger D. Peirce, Peter J.
Lettenberger, and Richard A. Bemis, each of whom shares voting
and dispositive power. All of the Trustees except Mrs. Brady
disclaim beneficial ownership of these shares. Irene B. Brady is
the widow of William H. Brady, Jr. and the vested beneficiary of
the Marital Trust; she is the parent of William H. Brady, III and
Elizabeth Brady Lurie (who are contingent remainder beneficiaries
of the Trusts) and the grandparent of Elizabeth Irene Pungello.
(2) Elizabeth B. Lurie and Peter J. Lettenberger are among
the directors of the W.H. Brady Foundation, Inc. (the
"Foundation") which owns 5,529 shares of the 1979 Series,
Cumulative Preferred Stock, 763 shares of the 6% Cumulative
Preferred Stock and 2,600 shares of the 6% Cumulative Preferred
Stock, 1972 Series. Mr. Lettenberger and Mrs. Lurie are also
trustees of the Irene B. Brady Revocable Trust of 1986 (the "1986
Trust"), which owns 259,941 shares of Class A Common Stock and 68
shares of 6% Cumulative Preferred Stock. All such persons
disclaim beneficial ownership of shares held by the Foundation
and the 1986 Trust.
(3) In addition to shares beneficially owned as a trustee
of the Trusts and the 1986 Trust and as a director of the
Foundation, Mr. Lettenberger owns directly 1,590.93 shares of
Class A Common Stock.
(4) In addition to shares beneficially owned as a trustee
of the Trusts, Mr. Buchanan owns directly 600 shares of Class A
Common Stock and 200 shares through his Keogh Plan; Mr. Peirce
owns 500 shares of Class A Common Stock; and Mr. Bemis owns 1,000
shares of Class A Common Stock.
(5) In addition to the shares owned as a trustee of the
1986 Trust and as a director of the Foundation, Mrs. Lurie owns
directly 141,615 shares of Class A Common Stock, or 2.3% of the
number of such shares outstanding, 235 shares of 6% Cumulative
Preferred Stock and 2,542 shares of 1979 Series Preferred Stock.
She is the mother of Elizabeth Irene Pungello, who is the
beneficiary of the Elizabeth Irene Pungello Irrevocable Trust
(the trustees of which are Nicholas M. Daniels and Shy Lurie,
Mrs. Lurie's husband) which owns 157,734 shares of the Class A
Common Stock, or 2.9% of the number of such shares outstanding.
She disclaims ownership of these shares.
(6) Mrs. Hudson owns 2,036.42 shares of Class A Common
Stock and vested options to acquire an additional 28,333.3 shares
of Class A Common Stock.
(7) The amount shown for all executive officers and
directors as a group (17 persons) includes options to acquire a
total of 79,268 shares of Class A Common Stock which are
currently exercisable or will be exercisable within 60 days. It
does not include other options for Class A Common Stock which
have been granted, but vest at times after October 31, 1995.
PROPOSED AMENDMENT TO INCREASE AUTHORIZED SHARES
At the Special Meeting of Shareholders, shareholders will be
asked to vote upon a proposal to amend Section A.1. of Article
III of the Company's Restated Articles of Incorporation to
increase the number of shares of stock the Company is authorized
to issue from 25,045,000 to 115,045,000, consisting of an
increase in the number of authorized shares of Class A Common
Stock from 10,000,000 to 100,000,000. Copies of both the
existing provision and the proposed amendment are attached as
Exhibits A and B, respectively.
The principal purpose for increase in the number of
authorized shares of the Company's Class A Common Stock is the
payment of a stock dividend, described in the following proposal.
The additional shares may also be issued at such time, for such
consideration, and for such uses as the Board of Directors may
determine to be in the Company's best interest. Such uses might
include, among other things, future acquisitions, financing
arrangements requiring stock, stock splits, future stock
dividends, or stock option plans. Except for use in paying the
proposed stock dividend described below, however, the Board has
no present plans to issue any of the additional shares proposed
to be authorized. The additional shares of Class A Common Stock
would be available for issuance without further action by the
shareholders, and without the expense and delay of calling a
special shareholders' meeting.
Adoption of this proposal to amend the Restated Articles of
Incorporation requires the affirmative vote of the holders of a
majority of the issued and outstanding shares of Class A Common
Stock, voting as a class, and the affirmative vote of a majority
of the issued and outstanding shares of Class B Common Stock,
voting as a separate class. The holders of the Class B Common
Stock have expressed their intention to vote in favor of the
proposal.
The Board of Directors has unanimously approved the
Amendment to the Company's Restated Articles of Incorporation and
recommends that the shareholders vote to adopt it.
PROPOSAL FOR STOCK DIVIDEND
If the shareholders approve the amendment to increase the
number of authorized shares of the Company's Class A Common
Stock, and if the Company receives a favorable tax ruling from
the Internal Revenue Service, the Board of Directors proposes to
declare a dividend of two shares of Class A Common Stock on each
outstanding share of Class A Common Stock and Class B Common
Stock. If the amendment increasing the authorized shares of
Class A Common Stock is not approved, the Company will not have
sufficient authorized, but unissued, shares of Class A Common
Stock for the Board to declare such a stock dividend and such
dividend will not be declared, notwithstanding the affirmative
vote of shareholders on this proposal.
The Board of Directors has determined to declare a dividend
of two shares of Class A Common Stock on each outstanding share
of Class A Common Stock and Class B Common Stock only if such
dividend is approved by the vote of a majority of the outstanding
shares of each of the Class A and Class B Common Stock, voting
separately.
In analyzing this dividend proposal, it is important to keep
in mind the relative rights of holders of Class A Common Stock
and Class B Common Stock. Holders of Class A Common Stock are
not entitled to vote on any corporate matters, except as may be
required by law, and holders of Class B Common Stock are entitled
to vote on all matters properly presented to shareholders for
vote.
There also are differences in the cash dividend rights of
the Class A and Class B Common Stock. Whenever dividends (other
than dividends payable solely in shares of the Company's stock)
are paid on the common stock, each share of Class A Common Stock
is entitled to receive dividends at an annual rate of $.10 in
cash (subject to adjustment in the event of any subdivision,
combinations, stock splits or stock dividends) before any
dividend is paid on the Class B Common Stock.
In addition, in the event of liquidation of the Company,
holders of the Class A Common Stock are entitled to first receive
$5.00 per share (subject to adjustment as described above), then
holders of the Class B Common Stock are entitled to receive the
next $5.00 per share (again subject to the adjustments described
above), and thereafter they share pro rata.
If the proposed stock dividend is approved and annual paid,
the cash dividend "premium" on the Class A Common Stock will
automatically be adjusted from $.10 per share to $.0333 per
share. In addition, if the proposals are approved, the
liquidation preference amounts for both the Class A and Class B
Common Stock will, as a result of the stock dividend, be
automatically adjusted from $5.00 per share to $1.666 per share.
In determining to recommend the proposed stock dividend, the
Board of Directors considered that the present supply of the
Company's Class A Common Stock in the public market is relatively
limited (approximately 3,650,960 shares at August 31, 1995 were
held by persons other than those described under "Principal
Security Holders and Security Holdings of Management") and that
the closing price of a share of Class A Common Stock on the
NASDAQ National Market has increased from $48.50 on August 31,
1994 to $73.00 on August 31, 1995. The proposed stock dividend
would have the effect of tripling the number of shares of the
Company's Class A Common Stock in the public market and reducing
the market price per share to approximately one-third of its
current level. As a result thereof, the Board believes that the
proposed stock dividend would make the Company's Class A Common
Stock more attractive to investors than it is at current market
prices, create a broader market for the stock, increase investor
interest in the stock, and thereby encourage future growth in the
value of the stock.
The Board further considered that a three for one stock
split of both the Class A Common Stock and the Class B Common
Stock would achieve similar results, but concluded that the
proposed stock dividend has two advantages over such a stock
split. First, the increase in the number of outstanding shares
of Class A Common Stock resulting from the proposed stock
dividend would be approximately 32% greater than the increase in
the number of outstanding shares of Class A Common Stock which
would result from a stock split. The Board of Directors believes
that this additional increase could further enhance the breadth
of the market for, and investor interest in, the Class A Common
Stock.
The Board also considered that the proposed stock dividend
would provide the current holders of Class B Common Stock (who
have no public market for their Class B Common Stock) with a
substantial increase in the liquidity of their investment in the
Company, without diminishing their voting position in the
Company. In particular, the proposed stock dividend would give
the two trusts that hold all of the outstanding shares of the
Company's Class B Common Stock the opportunity to dispose of part
or all of the Class A Common Stock distributed to them in the
proposed stock dividend. The holders of the Company's Class B
Common Stock have advised the Company that, should the proposed
stock dividend be approved, they intend at some point in the
future to sell some of the Class A Common Stock which they
currently own or which they would receive in the proposed stock
dividend in order to help them meet financial or estate needs.
Such sales by the present Class B Common Stock holders would have
the effect of further expanding the supply of Class A Common
Stock available in the public market.
The Board of Directors realizes that because the holders of
the Class A Common Stock are entitled to a $.10 per share cash
dividend "premium" over the cash dividend per share payable on
the shares of Class B Common Stock, one of the effects of the
proposed stock dividend would be to increase the aggregate cash
dividend payable to the current Class B Common Stock holders.
Based upon the Company's current annual cash dividends at a rate
of $1.20 per share of Class A Common Stock and $1.10 per share of
Class B Common Stock, the holders of the Class B Common Stock
would receive an additional $117,954, or approximately 1.4% of
the Company's annual dividend rate.
The Board of Directors anticipates that the distribution of
additional shares of the Company's Class A Common Stock as a
result of the proposed stock dividend would not be taxable to
shareholders. The Board further anticipates that the dividend
shares, when aggregated with the shares of Common Stock upon
which they are paid, would have a basis for computing gain or
loss equal to the aggregate basis of the shares of Common Stock
upon which the dividend shares are paid and that a shareholder's
holding period for the dividend shares would include the holding
period for the shares of Common Stock upon which the dividend
shares are paid. The Company has sought a tax ruling as to these
issues from the Internal Revenue Service. If a favorable ruling
is not obtained, the proposed stock dividend will not be declared
and paid. Shareholders should be aware that inasmuch as four of
the members of the Board of Directors are trustees of the trusts
which own all of the Class B Common Stock, and two other
Directors are beneficiaries of the trusts, there may be an
inherent conflict of interest in their recommendation to vote in
favor of the stock dividend. If the proposed stock dividend is
declared and paid, a comparison of the number and percentage of
issued and outstanding Class A and Class B Common Stock shares
owned by the trusts before and after the stock dividend would be
as follows:
The William H. Brady, Jr. Marital Trust currently owns
687,781 shares (12.5%) of the Class A Common Stock, 1,574,866
shares (89%) of the Class B Common Stock, and 2,262,647 shares
(31.1%) of both the Class A and Class B Common Stock combined,
and after the stock dividend would own 5,213,075 shares (26%) of
the Class A Common Stock, 1,574,866 shares (89%) of the Class B
Common Stock, and 6,787,941 shares (31.1%) of both the Class A
and Class B Common Stock combined.
The William H. Brady, Jr. Non-QTIP Marital Trust currently
owns 160,650 shares (2.9%) of the Class A Common Stock, 194,448
shares (11%) of the Class B Common Stock, and 355,098 shares
(4.9%) of both the Class A and Class B Common Stock combined.
After the stock dividend, it would own 870,846 shares (4.3%) of
the Class A Common Stock, 194,448 shares (11%) of the Class B
Common Stock, and 1,065,294 shares (4.9%) of both the Class A and
Class B Common Stock combined.
The two William H. Brady, Jr. Trusts combined currently own
848,431 shares (15.4%) of the Class A Common Stock, 1,769,314
shares (100%) of the Class B Common Stock, and 2,617,745 shares
(36%) of both the Class A and Class B Common Stock combined.
After the stock dividend, they would own 6,083,921 shares (30.3%)
of the Class A Common Stock, 1,769,314 shares (100%) of the
Class B Common Stock, and 7,853,235 shares (36%) of the Class A
and Class B Common Stock combined.
AUDIT MATTERS
Representatives of Deloitte & Touche LLP, the independent
accountants for the Company, will be present at the Special
Meeting of Shareholders to respond to questions and to make a
statement if they so desire.
<PAGE>
OTHER MATTERS
At the date of this Proxy Statement, the Company has not
been informed and is not aware that any other matters will be
brought before the meeting. However, proxies may be voted with
discretionary authority with respect to any other matters that
may properly be presented to the meeting and on which the Class A
Common Stock is entitled to vote.
SHAREHOLDER PROPOSALS
The Company holds annual informational meetings for its
shareholders. However, because of the limited voting rights of
the Class A Common Stock, the Company does not distribute proxy
statements in connection with such meetings. If the Company
holds a meeting of shareholders for which a proxy statement is
distributed, shareholder proposals must be received at least 150
days prior to such meeting in order to be considered for
inclusion in the proxy statement for such meeting.
<PAGE>
VOTING PROCEDURES
Abstentions and broker non-votes are not considered to be
votes cast under applicable state law and the Company's Restated
Articles of Incorporation and Bylaws, although they are counted
for purposes of determining a quorum. The Class A Common Stock
votes will be counted by the Company's transfer agent, Firstar
Trust Company, and certified to the Company in writing.
W.H. BRADY CO.
______________________________
Peter J. Lettenberger
Secretary
Milwaukee, Wisconsin
October 13, 1995
A COPY (WITHOUT EXHIBITS) OF THE COMPANY'S ANNUAL REPORT TO
THE SECURITIES AND EXCHANGE COMMISSION ON FORM 10-K AND FINANCIAL
STATEMENTS AND SCHEDULES THERETO FOR THE FISCAL YEAR ENDED JULY
31, 1995 WILL BE PROVIDED WITHOUT CHARGE TO EACH RECORD OR
BENEFICIAL OWNER OF THE COMPANY'S COMMON STOCK AS OF THE RECORD
DATE FOR THE ANNUAL MEETING ON WRITTEN REQUEST OF SUCH PERSON
DIRECTED TO DONALD P. DeLUCA, W.H. BRADY CO., 6555 WEST GOOD HOPE
ROAD, MILWAUKEE, WISCONSIN 53223.
<PAGE>
EXHIBIT A
W.H. BRADY CO.
ARTICLE III.A.1. OF THE ARTICLES
OF INCORPORATION AS PRESENTLY IN EFFECT
A. STOCK
The authorized capital stock of the Corporation shall
consist of Twenty-Five Million Forty-Five Thousand Shares
(25,045,000), itemized by classes and series as follows:
1. Twenty Million (20,000,000) Shares of Common Stock, one
cent ($.01) par value, divided into the following
series:
(a) Ten Million (10,000,000) Shares of Class A
Nonvoting Common Stock (the "Nonvoting Common
Stock"); and
(b) Ten Million (10,000,000) Shares of Class B Voting
Common Stock (the "Voting Common Stock") (the
Nonvoting Common Stock and the Voting Common Stock
are hereinafter collectively referred to as the
"Common Stock").
<PAGE>
EXHIBIT B
ARTICLE III.A.1. OF THE ARTICLES OF
INCORPORATION AS PROPOSED TO BE AMENDED
A. STOCK
The authorized capital stock of the Corporation shall
consist of One Hundred Fifteen Million Forty-Five Thousand
Shares (115,045,000), itemized by classes and series as
follows:
1. One Hundred Ten Million (110,000,000) Shares of Common
Stock, one cent ($.01) par value, divided into the
following series:
(a) One Hundred Million (100,000,000) Shares of
Class A Nonvoting Common Stock (the "Nonvoting
Common Stock"); and
(b) Ten Million (10,000,000) Shares of Class B Voting
Common Stock (the "Voting Common Stock") (the
Nonvoting Common Stock and the Voting Common Stock
are hereinafter collectively referred to as the
"Common Stock").
