<PAGE> 1
==============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the period ended March 31, 1994
Commission File No. 0-6394
PACCAR Inc
- - ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 91-0351110
- - ------------------------------------ ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
777 - 106th Ave. N.E., Bellevue, WA 98004
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(Address of principal executive offices) (Zip Code)
(206) 455-7400
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for at least 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.
Common Stock, $12 par value--38,858,281 shares as of April 30, 1994
-------------------------------------------------------------------
<PAGE> 2
PACCAR Inc AND SUBSIDIARIES
________________________________________________________________________________
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
Part I. Financial Information:
Item 1. Financial Statements:
Consolidated Statements of Income --
Three Months Ended March 31, 1994 and 1993......... 3
Condensed Consolidated Balance Sheets --
March 31, 1994, and December 31, 1993.............. 4
Condensed Consolidated Statements of Cash Flows --
Three Months Ended March 31, 1994 and 1993......... 6
Notes to Consolidated Financial Statements............ 7
Item 2. Management's Discussion and Analysis of
Results of Operations and Financial
Condition................................... 8
Part II. Other Information:
Item 4. Submission of Matters to a Vote of
Security Holders................................ 10
Item 6. Exhibits and Reports on Form 8-K................ 10
Signature................................................ 11
</TABLE>
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<PAGE> 3
FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
______________________________________________________________________________
______________________________________________________________________________
Consolidated Statements of Income (Unaudited)
(Millions except per share amounts)
______________________________________________________________________________
______________________________________________________________________________
<TABLE>
<CAPTION>
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<S> <C> <C>
Three Months Ended March 31 1994 1993
- - --------------------------------------------------------------------------------------
MANUFACTURING:
Revenues
Net sales $986.3 $761.4
Other .8 3.9
- - --------------------------------------------------------------------------------------
987.1 765.3
Costs and Expenses
Cost of sales 856.0 668.3
Selling, general and administrative 76.6 68.7
Interest .5 .5
- - --------------------------------------------------------------------------------------
933.1 737.5
- - --------------------------------------------------------------------------------------
Manufacturing Income Before Income Taxes 54.0 27.8
FINANCIAL SERVICES:
Revenues 45.6 39.1
Costs and Expenses
Interest and other 21.5 19.4
Operating 10.2 8.6
Provision for losses on receivables 1.5 1.9
- - --------------------------------------------------------------------------------------
33.2 29.9
- - --------------------------------------------------------------------------------------
Financial Services Income Before Income Taxes 12.4 9.2
OTHER:
Investment income 5.0 3.8
Other (3.4) .3
- - --------------------------------------------------------------------------------------
Total Income Before Income Taxes 68.0 41.1
Income taxes 24.4 13.7
- - --------------------------------------------------------------------------------------
Net Income $ 43.6 $ 27.4
======================================================================================
Weighted average number of common shares outstanding 38.9 38.9
======================================================================================
Per Share Data:
Net income per average common share outstanding $1.12 $ .70
======================================================================================
Dividends declared per share $ .25 $ .22
======================================================================================
See Notes to Consolidated Financial Statements.
</TABLE>
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<PAGE> 4
FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
_______________________________________________________________________________
<TABLE>
<CAPTION>
Condensed Consolidated Balance Sheets March 31 December 31
ASSETS (Millions of Dollars) 1994 1993*
- - -------------------------------------------------------------------------------
<S> <C> <C>
MANUFACTURING (Unaudited)
Current Assets
Cash and equivalents $ 257.3 $ 206.2
Trade receivables - net 264.3 182.8
Marketable securities 239.1 235.7
Inventories 197.7 193.7
Deferred taxes and other current assets 77.4 57.0
- - -------------------------------------------------------------------------------
Total Manufacturing Current Assets 1,035.8 875.4
Investments and Other 79.5 124.1
Property, Plant and Equipment, Net 363.7 344.4
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Total Manufacturing Assets 1,479.0 1,343.9
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FINANCIAL SERVICES:
Cash and equivalents 14.7 17.0
Notes, contracts and other receivables,
net of allowance for losses 2,100.0 2,024.6
Less unearned interest (156.6) (155.9)
- - -------------------------------------------------------------------------------
1,943.4 1,868.7
Equipment on operating leases, net 48.1 47.9
Other assets 16.0 13.7
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Total Financial Services Assets 2,022.2 1,947.3
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$3,501.2 $3,291.2
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- - -------------------------------------------------------------------------------
</TABLE>
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<PAGE> 5
FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
<TABLE>
<CAPTION>
- - --------------------------------------------------------------------------------------------------
March 31 December 31
LIABILITIES AND STOCKHOLDERS' EQUITY 1994 1993*
- - ---------------------------------------------------------------------------------------------------
MANUFACTURING: (Unaudited)
<S> <C> <C>
Current Liabilities
Accounts payable and accrued expenses $ 553.3 $ 458.5
Income taxes 57.3 21.3
Dividend payable 33.8
Other 6.9 2.0
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Total Manufacturing Current Liabilities 617.5 515.6
Long-Term Debt 11.5 11.7
Other 66.8 72.1
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Total Manufacturing Liabilities 695.8 599.4
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FINANCIAL SERVICES:
Accounts payable and accrued expenses 29.7 49.3
Commercial paper and bank loans 647.9 696.0
Deferred income taxes and other 127.2 129.9
Long-term debt 821.0 709.1
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Total Financial Services Liabilities 1,625.8 1,584.3
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MINORITY INTEREST 39.7
STOCKHOLDERS' EQUITY
Preferred stock, no par value:
Authorized 1,000,000 shares, none issued
Common stock, $12.00 par value: Authorized 100,000,000
shares, issued 38,858,281 shares 466.3 466.3
Additional paid-in capital 218.0 217.9
Retained earnings 502.4 468.6
Cumulative translation and other adjustments (46.8) (45.3)
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Total Stockholders' Equity 1,139.9 1,107.5
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$3,501.2 $3,291.2
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</TABLE>
* The December 31, 1993, consolidated balance sheet has been
derived from audited financial statements.
See Notes to Consolidated Financial Statements.
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<PAGE> 6
FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
________________________________________________________________________________
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Millions of Dollars)
<TABLE>
<CAPTION>
==============================================================================================
Three Months Ended March 31 1994 1993
- - ----------------------------------------------------------------------------------------------
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 67.8 $ 8.8
INVESTING ACTIVITIES:
Loans and financing leases originated (295.5) (195.4)
Collections on loans and financing leases 243.4 158.5
Net decrease (increase) in wholesale receivables 3.0 (11.9)
Marketable securities purchased (184.1) (41.5)
Marketable securities sales and maturities 185.0 41.7
Acquisition of controlling interest in affiliate,
net of cash consolidated 44.3
Acquisition of property, plant, and equipment (9.5) (31.6)
Acquisition of equipment for operating leases (5.5) (.7)
Proceeds from asset disposals 7.4 6.0
Other (3.0) 3.4
- - ---------------------------------------------------------------------------------------------
Net Cash Used in Investing Activities (14.5) (71.5)
FINANCING ACTIVITIES:
Net increase (decrease) in commercial paper and bank loans (67.0) 43.7
Cash dividends (45.3) (18.6)
Proceeds from long-term debt 187.1 91.6
Payments of long-term debt (76.9) (89.5)
- - ---------------------------------------------------------------------------------------------
Net Cash Provided by (Used in) Financing Activities (2.1) 27.2
Effect of exchange rate changes on cash (2.4) (1.1)
- - ---------------------------------------------------------------------------------------------
Net Increase (Decrease) in Cash and Equivalents 48.8 (36.6)
Cash and equivalents at beginning of period 223.2 250.4
- - ----------------------------------------------------------------------------------------------
Cash and equivalents at end of period $272.0 $213.8
==============================================================================================
</TABLE>
See Notes to Consolidated Financial Statements.
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<PAGE> 7
FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
________________________________________________________________________________
________________________________________________________________________________
Notes to Consolidated Financial Statements
(Millions of Dollars)
________________________________________________________________________________
________________________________________________________________________________
NOTE A--Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared
in accordance with the instructions to Form 10-Q and do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. For further information, refer to the
consolidated financial statements and footnotes included in the Company's
annual report on Form 10-K for the year ended December 31, 1993.
Reclassifications: Certain prior year amounts have been reclassified to conform
to the 1994 presentation.
NOTE B--Accounting Change
Effective January 1, 1994, the Company adopted Financial Accounting Standards
Board Statement No. 115, Accounting for Certain Investments in Debt and Equity
Securities. The adoption had no material impact on the Company's financial
position or results of operations.
NOTE C--Inventories
________________________________________________________________________________
<TABLE>
<CAPTION>
March 31 December 31
1994 1993
- - ---------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
Inventories at FIFO cost:
Finished products $166.0 $166.7
Work in process and raw materials 154.0 147.8
- - ----------------------------------------------------------------------------------
320.0 314.5
Less excess of FIFO cost over LIFO (122.3) (120.8)
- - ----------------------------------------------------------------------------------
$197.7 $193.7
==================================================================================
</TABLE>
Under the LIFO method of accounting (used for approximately 80% of March 31,
1994, inventories), an actual valuation can be made only at the end of each
year based on year-end inventory levels and costs. Accordingly, interim
valuations are based on management's estimates of those year-end amounts. Based
on present estimates of year-end inventory levels, no significant liquidations
of LIFO inventory quantities are expected. Because inventory levels and costs
are subject to many forces beyond management's control, the present estimates
are subject to the final year-end LIFO inventory valuation.
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<PAGE> 8
FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS:
PACCAR's first quarter 1994 net income improved 59%
to $43.6 million compared to the first quarter of
1993. While higher truck unit sales volumes and
stronger Financial Services segment results provided
most of the gain, virtually all divisions reported
better results.
As previously announced, PACCAR increased ownership
in its Mexican affiliate, VILPAC, S.A., from 49% to
55% in January 1994. Accordingly, beginning in 1994,
consolidated results for PACCAR include VILPAC which
accounts for a portion of the increases in
manufacturing net sales and income before taxes
compared to 1993.
PACCAR's U.S. truck backlogs reached record levels as
overall industry orders continued to build in the
first quarter of 1994. The Company's international
truck operations in Canada, Mexico, Australia and the
United Kingdom all contributed more to consolidated
sales and profits in 1994 than last year.
Auto parts segment operating results for the first
quarter of 1994 compared favorably to the
year-earlier period despite slightly lower sales.
However, first quarter results did trail amounts
attained in the last quarter of 1993 due primarily to
declines in seasonal sales.
For the Financial Services segment, pretax earnings
for the first quarter of 1994 increased 35 percent to
$12.4 million compared to $9.2 million for the first
quarter of 1993. The improved earnings occurred in
both domestic and international operations due
primarily to growth in the loan and lease portfolios.
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<PAGE> 9
FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
LIQUIDITY AND CAPITAL RESOURCES:
While PACCAR's ratio of manufacturing current assets
to current liabilities at March 31, 1994, declined
slightly to 1.68 from 1.70 at December 31, 1993, net
current assets increased by $58.5 million over this
same period.
During the first quarter of 1994, the Company used
cash from operations together with net proceeds from
long-term borrowings to fund the net increase in
Financial Services receivables, pay the special
year-end and regular first quarter dividends and
reduce short-term debt. The higher capital additions
activity in 1993 represented costs related to
construction of the Kenworth manufacturing facility.
In January 1994, PACCAR purchased an additional
interest in its Mexican affiliate. The net increase
in cash and equivalents at March 31, 1994 occurred
primarily as a result of consolidating the Mexican
affiliate which had previously been accounted for on
an equity basis.
Other information on liquidity and sources of capital
as presented in the 1993 Annual Report to
Stockholders continues to be relevant.
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<PAGE> 10
FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
PART II--OTHER INFORMATION
For Items 1, 2, 3 and 5, there was no reportable information for any of the
three months ended March 31, 1994.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The annual meeting of stockholders was held on April
26, 1994.
(b) The following persons were elected to serve as
directors:
Class II - Term Expiring in 1997
--------------------------------
Richard P. Cooley
Harold J. Haynes
James C. Pigott
Other persons whose term of office as a director continued
after the meeting:
Class III - Term Expiring in 1995
---------------------------------
Charles M. Pigott
John W. Pitts
Dr. Carl H. Hahn
Class I - Term Expiring in 1996
-------------------------------
John M. Fluke, Jr.
David J. Hovind
James H. Wiborg
(c) None
(d) None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. The exhibits filed herewith are listed in
the accompanying index to exhibits.
(b) No reports on Form 8-K have been filed for the
quarter ended March 31, 1994.
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<PAGE> 11
FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PACCAR Inc
----------------------------------
(Registrant)
Date May 12, 1994 By /s/ G. D. Hatchel
----------------------- -----------------------------------
G. D. Hatchel
Vice President and Controller
(Authorized Officer and Chief
Accounting Officer)
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<PAGE> 12
FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
INDEX TO EXHIBITS
Exhibit (in order of assigned index numbers)
- - ---------------------------------------------
3 Articles of incorporation and bylaws:
(a) PACCAR Inc Certificate of Incorporation, as amended
to April 27, 1990 (incorporated by reference to the
Quarterly Report on Form 10-Q for the quarter ended
March 31, 1990).
(b) PACCAR Inc Bylaws, as amended to April 26, 1994.
4 Instruments defining the rights of security holders,
including indentures:
(a) Rights agreement dated as of December 21, 1989
between PACCAR Inc and First Chicago Trust Company
of New York setting forth the terms of the Series A
Junior Participating Preferred Stock, no par value
per share (incorporated by reference to Exhibit 1
of the Current Report on Form 8-K of PACCAR Inc
dated December 27, 1989).
(b) Indenture for Senior Debt Securities dated as of
December 1, 1983 between PACCAR Financial Corp. and
Citibank, N.A., Trustee (incorporated by reference
to Exhibit 4.1 of the Annual Report on Form 10-K of
PACCAR Financial Corp. for the year ended December
31, 1983).
(c) First Supplemental Indenture dated as of June 19,
1989 between PACCAR Financial Corp. and Citibank,
N.A., Trustee (incorporated by reference to Exhibit
4.2 to PACCAR Financial Corp.'s registration
statement on Form S-3, Registration No. 33-29434).
(d) Forms of Medium-Term Note, Series E (incorporated
by reference to Exhibits 4.3A, 4.3B and 4.3C to
PACCAR Financial Corp.'s Registration Statement on
Form S-3 dated June 23, 1989, Registration Number
33-29434, and Forms of Medium-Term Note, Series E,
incorporated by reference to Exhibit 4.3B.1 to
PACCAR Financial Corp.'s Current Report on Form
8-K, dated December 19, 1991, under Commission File
Number 0-12553).
Letter of Representation among PACCAR Financial
Corp., Citibank, N.A. and the Depository Trust
Company, Series E, dated July 6, 1989 (incorporated
by reference to Exhibit 4.3 of PACCAR Financial
Corp.'s Annual Report on Form 10-K, dated March 29,
1990, File Number 0-12553).
(e) Forms of Medium-Term Note, Series F (incorporated
by reference to Exhibits 4.3A, 4.3B and 4.3C to
PACCAR Financial Corp.'s Registration Statement on
Form S-3 dated May 26, 1992, Registration Number
33-48118).
Form of Letter of Representation among PACCAR
Financial Corp., Citibank, N.A. and the Depository
Trust Company, Series F (incorporated by reference
to Exhibit 4.4 to PACCAR Financial Corp.'s
Registration Statement on Form S-3 dated May 26,
1992, Registration Number 33-48118).
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<PAGE> 13
FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
INDEX TO EXHIBITS
Exhibit (in order of assigned index numbers)
- - --------------------------------------------
(f) Forms of Medium-Term Note, Series G (incorporated
by reference to Exhibits 4.3A and 4.3B to PACCAR
Financial Corp.'s Registration Statement on Form
S-3 dated December 8, 1993, Registration Number
33-51335).
Form of Letter of Representation among PACCAR
Financial Corp., Citibank, N.A. and the Depository
Trust Company, Series G (incorporated by reference
to Exhibit 4.4 to PACCAR Financial Corp.'s
Registration Statement on Form S-3 dated December
8, 1993, Registration Number 33-51335).
10 Material contracts
(a) PACCAR Inc Incentive Compensation Plan
(incorporated by reference to Exhibit (10)(a) of
the Annual Report on Form 10-K for the year ended
December 31, 1980).
(b) PACCAR Inc Deferred Compensation Plan for Directors
(incorporated by reference to Exhibit (10)(b) of
the Annual Report on Form 10-K for the year ended
December 31, 1980).
(c) Supplemental Retirement Plan (incorporated by
reference to Exhibit (10)(c) of the Annual Report
on Form 10-K for the year ended December 31, 1980).
(d) 1981 Long Term Incentive Plan (incorporated by
reference to Exhibit A of the 1982 Proxy Statement,
dated March 25, 1982).
(e) Amendment to 1981 Long Term Incentive Plan
(incorporated by reference to Exhibit (10)(a) of
the Quarterly Report on Form 10-Q for the quarter
ended March 31, 1991).
(f) PACCAR Inc 1991 Long-Term Incentive Plan
(incorporated by reference to Exhibit (10)(h) of
the Quarterly Report on Form 10-Q for the quarter
ended June 30, 1992).
(g) Amended and Restated Deferred Incentive
Compensation Plan (incorporated by reference to
Exhibit (10)(g) of the Annual Report on Form 10-K
for the year ended December 31, 1993).
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<PAGE> 1
Exhibit 3.B
BYLAWS
of
PACCAR Inc
ARTICLE I
Directors
Sec. 1. The affairs of the Company shall be managed by a
Board of Directors. The number of Directors shall be determined by the
Directors. The Board of Directors shall be divided into three classes as
nearly equal in number as possible.
The term of office of the Directors initially classified shall
be as follows: that of Class I shall expire at the next annual meeting of
stockholders in 1987, Class II at the second succeeding annual meeting of
stockholders in 1988 and Class III at the third succeeding annual meeting of
stockholders in 1989. At each annual meeting of stockholders after such
initial classification, Directors chosen to succeed those whose terms then
expire at such annual meeting shall be elected for a term of office expiring at
the third succeeding annual meeting of stockholders after their election.
Newly created Directorships resulting from an increase in the number of
Directors and any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal or other cause shall be filled by the
affirmative vote of a majority of the remaining Directors then in office, even
though less than a quorum of the Board of Directors. Any Director elected in
accordance with the
1
<PAGE> 2
preceding sentence shall hold office for the remainder of the full term of the
class of Directors in which the new Directorship was created or the vacancy
occurred and until the Director's successor shall have been elected and
qualified. No decrease in the number of Directors constituting the Board of
Directors shall shorten the term of any incumbent Director.
No person who is seventy two (72) years of age or older shall
be eligible for election as a Director. The term of any person serving as a
Director shall expire automatically on the day preceding the first annual
meeting of stockholders following the Director's seventy second (72nd) birth
date.
ARTICLE II
Meetings of Directors
Sec. 1. The Board of Directors shall hold a meeting for
organization and all other business immediately following the annual meeting of
the stockholders.
Sec. 2. Meetings of the Board of Directors may be called by
the Chairman at any time on five days' notice if such notice thereof is given
by telegraph or personally or on seven days' notice if such notice is given by
mail to each member of the Board. Meetings of the Board of Directors shall
also be called upon like notice by the Secretary of the Company at any time
upon written request therefor signed by a majority of the Directors filed with
him. Calls for meetings shall be deemed given when deposited in the Untied
States mail postage prepaid or delivered to and accepted for transmittal by any
telegraph
2
<PAGE> 3
office, as the case may be, and addressed to a member of the Board at his last
known post office address.
Sec. 3. Meetings of the Board of Directors shall be held at
the place, either within the State of Delaware or elsewhere, and on the date
and at the hour designated in the call therefor.
Sec. 4. Any irregularity in calling or holding meetings may
be cured by ratification of the proceedings signed by all the Directors and
entered upon the minute book. Any action required or permitted to be taken at
any meeting of the Board of Directors may be taken without a meeting if a
written consent thereto is signed by all the Directors and filed with the
minutes of the Board.
Sec. 5. At Directors' meetings, half or more of the Board
shall constitute a quorum for the transaction of business, and the concurring
vote of a majority of the Directors present shall be sufficient to pass any
measure. If less than a quorum be present at any meeting, the chairman of the
meeting may adjourn it from time to time until a quorum be present.
ARTICLE III
Stockholders' Meetings
Sec. 1. The annual meeting of the stockholders shall be held
at such place on such day during the first half of each calendar year and at
such hour as may be designated by the Board of Directors.
Sec. 2. The Secretary shall give written notice of the
3
<PAGE> 4
annual meeting to all stockholders of record by mail not less than ten (10)
days nor more than sixty (60) days before the date of the meeting.
Sec. 3. At all stockholders' meetings a majority of all the
stock issued and outstanding and having voting power shall constitute a quorum
for the transaction of business. If a less amount of stock be present or
represented, the chairman of the meeting shall adjourn it from time to time
until a quorum be present - but no such adjournment shall be longer than for
one week at a time. This quorum requirement shall have no effect upon the
affirmative vote required for approval of the actions stated in Article SEVENTH
of the Company's Certificate of Incorporation or as provided in Article EIGHTH
for amendment of that Article.
Sec. 4. Special meetings of stockholders may be called from
time to time by a majority of the Board of Directors. Special meetings shall
be held solely for the purpose or purposes specified in the notice of meeting.
Sec. 5. At an annual meeting of the stockholders, only such
business shall be conducted as shall have been brought before the meeting (a)
by or at the direction of the Board of Directors or (b) by any stockholder of
the Company who complies with the notice procedures set forth in this Section
5. For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing
to the Secretary of the Corporation. To be
4
<PAGE> 5
timely, a stockholder's notice must be received at the principal executive
offices of the Company, not less than 45 days nor more than 60 days prior to
the meeting. However, if less than 40 days' notice of the meeting is given to
the stockholders, notice by the stockholder to be timely must be received not
later than the 20th day following the day on which the notice of the annual
meeting was given. A stockholder's notice to the Secretary shall set forth as
to each matter the stockholder proposes to bring before the annual meeting (a)
a brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting, (b)
the name and address, as they appear on the Company's books, of the stockholder
proposing such business, (c) the class and number of shares of the Company
which are beneficially owned by the stockholder and (d) any material interest
of the stockholder in such business. Notwithstanding anything in the Bylaws to
the contrary, no business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this Section 5. The chairman of an
annual 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 provisions of this Section 5. If he should so determine and declare,
any such business shall not be transacted.
Sec. 6. Only persons who are nominated in accordance with the
procedures set forth in these Bylaws shall be eligible for election as
Directors. Nominations of persons for election
5
<PAGE> 6
to the Board of Directors of the Company may be made at a meeting of
stockholders (a) by or at the direction of the Board of Directors or (b) by any
stockholder of the Company entitled to vote for the election of Directors at
the meeting who complies with the notice procedures set forth in this Section
6. Nominations by stockholders shall be made pursuant to timely notice in
writing to the Secretary of the Company. To be timely, a stockholder's notice
must be received at the principal executive offices of the Company not less
than 45 days nor more than 60 days prior to the meeting. However, if less than
40 days' notice of the meeting is given to stockholders, notice by the
stockholder to be timely must be received not later than the 20th day following
the day on which the notice of the meeting was given. Such stockholder's
notice shall set forth (a) as to each person whom the stockholder proposes to
nominate for election or re-election as a Director, all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of Directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (including
such person's written consent to being named in the proxy statement as a
nominee and to serving as a Director if elected); and (b) as to the stockholder
giving the notice (i) the name and address, as they appear on the Company's
books, of such stockholder and (ii) the class and number of shares of the
Company which are beneficially owned by such stockholder. At the request of
the Board of Directors, any
6
<PAGE> 7
person nominated by the Board of Directors for election as a Director shall
furnish to the Secretary of the Company that information required to be set
forth in stockholder's notice of nomination which pertains to the nominee. No
person shall be eligible for election as a Director of the Company unless
nominated in accordance with the procedures set forth in the Bylaws. The
chairman of the meeting shall, if the facts warrant, determine and declare to
the meeting that a nomination was not made in accordance with the procedures
prescribed by the Bylaws. If he should so determine and declare, the defective
nomination shall be disregarded.
Sec. 7. At all stockholders' meetings, stockholders may vote
in person or by proxy.
Sec. 8. The deposit in any general or branch post office of a
notice of any general or special meeting of stockholders enclosed in a sealed
and fully postpaid envelope and addressed to a stockholder at his post office
address shown on the books of the Company shall be, as to the stockholder so
addressed, sufficient notice of such meeting.
ARTICLE IV
Inspectors of Election
Sec. 1. Prior to each meeting of stockholders, the Chairman
shall appoint two or more Inspectors of Election who shall verify all proxies,
report the number of shares represented by proxy and by actual attendance at
the meeting, count all votes cast, and shall report in writing the result of
all voting.
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All questions raised by the stockholders regarding the
qualification of votes, the validates of proxies and the acceptance or
rejection of votes shall be decided by the chairman of the meeting.
ARTICLE V
Officers
Sec. 1. The officers of the Company shall be the Chairman or
Chairman of the Board of Directors, the President, one or more Vice Presidents
(any of whom may be designated Executive or Senior Vice President by the Board
of Directors or the Chairman by a writing filed with the Secretary), a
Treasurer, a Secretary, and such other officers as may be provided for from
time to time by resolution of the Board of Directors. Such officers shall have
the powers and perform the duties prescribed by these Bylaws or as may from
time to time be prescribed by the Board of Directors or by the Chairman. Each
officer shall hold his office until his successor is selected and qualified or
until his earlier resignation, retirement, or removal.
Sec. 2. The Chairman of the Board of Directors shall be the
Chief Executive Officer of the Company. He shall have the responsibility for
the general management and control of the affairs and business of the Company
and shall have all powers which are commonly incident to the office of chief
executive or which are delegated to him by the Board of Directors. He shall
have general supervision and direction of all of the officers and agents of the
Company and by a writing filed with the Secretary
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may from time to time designate titles for employees and agents as may be
appropriate in the conduct of the affairs of the Company, and in the same
manner, may terminate such titles. He shall preside at all meetings of the
stockholders and at all meetings of the Board of Directors.
Sec. 3. The President shall have such powers as may be
conferred upon him from time to time by the Chairman or by the Board of
Directors. In the absence of the Chairman or at his request, the President
shall preside at meetings of the stockholders.
Sec. 4. A Vice President or Vice Presidents shall have such
powers and perform such duties as the Board of Directors, Executive Committee
or the Chairman may from time to time direct or prescribe.
Sec. 5. The Secretary shall coordinate the Company's contacts
and communications with its stockholders and with those Government agencies
having cognizance over such matters, shall attend to the giving of the
necessary notice of all meetings of stockholders and of Directors, shall keep a
record of all transactions, proceedings and votings at all meetings, shall have
charge of and general supervision over the stock and transfer books of the
Company, shall prepare and keep open for inspection all lists of stockholders
and of other lists and records required by statute. He shall have charge of
and safeguard those records of the Company which are caused to be entered in
the Corporate Documents Ledger. He shall have custody of the Corporate Seal of
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the Company and he shall have the authority to affix the same to any instrument
and when so affixed, it may be attested by his signature. He shall perform
such other duties as may be required by the Board of Directors or Executive
Committee.
Sec. 6. The Chairman of the Board and such other officers,
employees, or agents of the Company as may be specifically authorized and to
the extent authorized by the Chairman in writing so to do, shall have the right
to enter into such agreements and to execute such documents as are or become
necessary in the ordinary course of the Company's business.
Sec. 7. Any one of the Chairman of the Board, the President
or any Vice President and any one of the Treasurer, any Assistant Treasurer or
Secretary, jointly shall have authority to make loans and borrow money for and
on behalf of the Company and to execute notes or other indebtedness therefor.
ARTICLE VI
Corporate Stock
Sec. 1. Certificates of stock shall be signed by the Chairman
or by the President or by a Vice President and by the Treasurer or by the
Secretary or by an Assistant Secretary. Facsimiles of the signatures of any
one or all of the officers designated to sign certificates of stock of this
Company may be used in lieu of manual signatures, provided each certificate
bearing facsimile signatures of the officers is countersigned by a transfer
agent appointed by the Board of Directors or the Executive Committee.
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Sec. 2. Transfers of stock shall be recorded on the books of
the Company either in person or by legal representative. No new certificate
shall be issued except upon surrender of the old, except that in case any
certificate be lost, the Board of Directors may order a new certificate issued
in its place upon receiving satisfactory proof of its loss and such security as
it deems proper. On surrender of any outstanding certificate, it shall be at
once cancelled.
Sec. 3. For the purpose of determining stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or for the purpose of determining the stockholders entitled to receive
payment of any dividend or the allotment of any rights, or for the purpose of
any other action, the Board of Directors may fix, in advance, a date as the
record date for any such determination of stockholders not more than sixty (60)
nor less than ten (10) days before the date of such meeting, and may cause the
stock transfer books to be closed for a stated period but not to exceed, in any
case, sixty (60) days.
ARTICLE VII
Place of Keeping Corporate Books
Sec. 1. The Board of Directors shall designate at what place
the books of the Company shall be kept.
ARTICLE VIII
Executive Committee
Sec. 1. The Board of Directors may appoint from among their
number, but only by vote of a majority of their entire
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number, an Executive Committee of not less than three nor more than five
members which shall have all the power of the Board of Directors when the Board
of Directors shall not be in session; except the Executive Committee shall not
have the power or authority in reference to amending the Certificate of
Incorporation, adopting an agreement of merger or consolidation; recommending
to the stockholders the sale, lease or exchange of all or substantially all of
the Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or revocation of a dissolution, amending the
Bylaws of the Corporation, or, unless authorized by resolution of the Board of
Directors, declaring a dividend or authorizing the issuance of stock. The
Board of Directors shall fill vacancies in the Executive Committee from the
Directors. All action by the Executive Committee shall be reported to the
Board of Directors at its meeting next succeeding such action. The Executive
Committee shall determine its manner of proceeding. It may act without being
formally convened and the affirmative vote of a majority of all members of the
Executive Committee present when three or more are present or a unanimous vote
of two when two are present shall be necessary to its adoption of any
resolution or approval of any action.
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ARTICLE IX
Fiscal Year
Sec. 1. For purposes of accounting and for all other
purposes, the fiscal and tax year of this Company shall run from January 1st to
December 31st in each year.
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