<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarter Ended July 2, 1995
Commission File No. 1-10348
_______________________________________
Precision Castparts Corp.
An Oregon Corporation
IRS Employer Identification No. 93-0460598
4600 S.E. Harney Drive
Portland, Oregon 97206-0898
Telephone: (503) 777-3881
_______________________________________
Indicate by checkmark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
Number of shares of Common Stock, no par value, outstanding
as of August 9, 1995: 20,361,189
Page 1 of 8 Pages
Note: This 10-Q was filed electronically via EDGAR with the
Securities and Exchange Commission.
</Page>
<PAGE>
Page 2
PART 1: FINANCIAL INFORMATION
Item 1. Financial Statements
Precision Castparts Corp. and Subsidiaries
Consolidated Statements of Income (1)
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended
___________________________
July 2, 1995 July 3, 1994
___________________________
<S> <C> <C>
Net Sales $137,200 $110,200
Cost of Goods Sold 109,600 90,300
Selling and Administrative Expenses 11,500 8,000
Interest Expense (Income), Net 200 (200)
________
________
Income Before Provision for Income Taxes15,900 12,100
Provision for Income Taxes 6,500 4,600
________
________
Net Income $ 9,400 $ 7,500
======== ========
Net Income Per Common Share (2) $ 0.46 $ 0.38
======== ========
</TABLE>
</Page>
<PAGE>
Page 3
Precision Castparts Corp. and Subsidiaries
Consolidated Balance Sheets (1)
(In thousands)
<TABLE>
<CAPTION>
July 2, 1995 April 2, 1995
____________________________
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 3,000 $ 3,900
Receivables 86,600 83,100
Inventories 96,200 90,900
Prepaid expenses 1,900 2,300
Current deferred tax asset 9,900 9,900
________ _________
Total current assets 197,600 190,100
________ _________
Property, Plant and Equipment, at cost 281,800 279,200
Less -- Accumulated depreciation (147,700) (143,000)
_________ _________
Net property, plant and equipment 134,100 136,200
Goodwill and Other Assets 79,900 80,400
_________ _________
$ 411,600 $ 406,700
========= =========
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current Liabilities:
Notes payable $ 1,700 $ 6,900
Current portion of long-term debt 5,400 5,400
Accounts payable 21,600 25,600
Accrued liabilities 57,100 56,500
Income taxes payable 11,800 5,800
_________ _________
Total current liabilities 97,600 100,200
_________ _________
Long-Term Debt, excluding
current portion 10,000 13,700
Deferred Tax Liability 16,500 16,700
Accrued Retirement Benefits Obligation 9,900 10,000
Other Long-Term Liabilities 8,700 7,700
Shareholders' Investment:
Common stock 20,300 20,200
Paid-in capital 7,600 5,200
Retained earnings 238,800 230,700
Cumulative translation adjustment 2,200 2,300
_________ _________
Total shareholders' investment 268,900 258,400
_________ _________
$ 411,600 $ 406,700
========= =========
</TABLE>
</Page>
<PAGE>
Page 4
Precision Castparts Corp. and Subsidiaries
Consolidated Statements of Cash Flows (1)
(In thousands)
<TABLE>
<CAPTION>
Three Months Ended
___________________________
July 2, 1995July 3, 1994
___________________________
<S> <C> <C>
Cash Flows from Operating Activities:
Net income $ 9,400 $ 7,500
Non-cash items included in income:
Depreciation and amortization 5,700 6,400
Deferred taxes -- 1,400
Changes in operating working capital:
Receivables (3,500) (7,200)
Inventories (5,400) (3,200)
Prepaids 400 500
Payables, accruals & current taxes 2,100 (3,100)
Other 1,000 (1,300)
_________ _________
Net cash provided by
operating activities 9,700 1,000
_________ _________
Cash Flows from Investing Activities:
Purchase of PCC - Composites -- (5,100)
Acquisition of property, plant
and equipment (3,200) (3,200)
Other investing activities, net 200 (300)
_________ _________
Net cash (used by) investing
activities (3,000) (8,600)
_________ _________
Cash Flows from Financing Activities:
Payment of long-term debt (3,700) (3,900)
Proceeds of notes payable 800 --
Payment of notes payable (6,000) (100)
Sale of common stock 2,500 1,300
Cash dividends (1,200) (800)
Other financing activities -- 100
_________ _________
Net cash (used by)
financing activities (7,600) (3,400)
_________ _________
Net (Decrease) in Cash and
Cash Equivalents (900) (11,00)
Cash and Cash Equivalents at
Beginning of Period 3,900 55,200
_________ _________
Cash and Cash Equivalents at
End of Period $ 3,000 $ 44,200
======== =========
</TABLE>
</Page>
<PAGE>
Page 5
Notes to the Interim Financial Statements
(1) The consolidated interim financial statements have been
prepared by the Company, without audit and subject to
year-end adjustment, in accordance with generally
accepted accounting principles, except that certain
information and footnote disclosures made in the latest
annual report have been condensed or omitted for the
interim statements. Certain costs are estimated for
the full year and allocated in interim periods based on
estimates of operating time expired, benefit received,
or activity associated with the interim period. The
consolidated financial statements reflected all
adjustments which are, in the opinion of management,
necessary for fair representation.
(2) Earnings per share have been computed based on the
weighted average number of shares of common stock
outstanding during the periods. Net income per share
is based on 20,200,000 shares outstanding for the three
months ended July 2, 1995, and 19,800,000 shares
outstanding for the three months ended July 3, 1994.
Fully diluted amounts are not presented because they
are not materially different than amounts shown.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Sales for the first quarter of fiscal 1996 were $137.2
million, up from $110.2 million in the first quarter of last
year. Net income for the quarter of $9.4 million, or $0.46
per share, increased from net income of $7.5 million, or
$0.38 per share, in the same quarter a year ago.
In the first quarter last year, PCC acquired the assets
comprising the business of PCC Composites, Inc. and in the
fourth quarter of fiscal 1995 PCC purchased the Specialty
Products Division (SPD).
Results of Operations - Comparison Between Three Months
Ended July 2, 1995 and July 3, 1994
Sales increased $27.0 million (24.5%) compared with the
first quarter a year ago. Approximately 80 percent of the
improvement in sales resulted from the SPD acquisition. The
majority of the remaining improvement came from higher sales
of spares at the Airfoils Division.
Cost of goods sold for the first quarter of fiscal 1996 was
79.9%, reflecting improvement from the 81.9% reported in the
first quarter last year. The lower cost of sales as a
percent of sales in the first quarter of fiscal 1996
resulted primarily from the inclusion of SPD's operations.
</Page>
<PAGE>
Page 6
Selling and administrative expenses increased $3.5 million
from the $8.0 million a year ago to $11.5 million in the
first quarter of fiscal 1996. The higher level of selling
and administrative expenses reflects the addition of the SPD
operations in the quarter.
Interest expense of $0.2 million was incurred in the first
quarter of fiscal 1996 as compared with $0.2 million
interest income earned for the same period in fiscal 1995.
The acquisition of SPD resulted in lower cash balances and
higher debt this year as compared with a year ago.
The effective tax rate in the first quarter of fiscal 1996
was 41%. This compares to last year's effective tax rate of
38% and reflects higher amounts of non-deductible goodwill
amortization and lower amounts of tax free investment income
in the current year.
Changes in Financial Condition and Liquidity
Total assets at July 2, 1995 were $411.6 million, an
increase of $4.9 million from April 2, 1995 levels.
Receivables increased $3.5 million from last year-end due to
the higher sales volume, and inventory was up $5.3 million,
reflecting product shipment schedule changes.
Cash from earnings of $15.1 million, plus cash of $2.5
million from the sale of common stock through stock option
exercises, provided for increased working capital of $5.4
million, $3.2 million of capital expenditures and dividends
of $1.2 million. The quarter's favorable cash flow, plus
$0.9 million from the year-end cash balance, provided for
$8.9 million of debt repayments.
Total capitalization at July 2, 1995, was $286.0 million,
consisting of $17.1 million of debt and $268.9 million of
equity. The debt-to-equity ratio was 0.06 compared with
0.10 at the end of the prior fiscal year.
PCC believes that future capital requirements for property,
plant and equipment and dividend payments can be funded from
existing cash or additional borrowings. The Company
continues to evaluate potential acquisitions and believes
acquisition opportunities can be funded from cash,
additional borrowings or the issuance of stock.
</Page>
<PAGE>
Page 7
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The 1995 Annual Meeting of Shareholders of the Company
was held on August 2, 1995. At that meeting, the
shareholders elected one director to serve a term of
one year and two directors to serve terms of three
years; and ratified the appointment of Price Waterhouse
as auditors of the Company for the 1996 fiscal year.
The number of votes cast for, against or withheld, as
well as the number of abstentions and broker non-votes
is included in the table below:
<TABLE>
<CAPTION>
Votes
_________________________________________________________________________
Against Broker
Cast or Absten- Non-
Matter Voted Upon For Withheld tions Votes Total
________________________________________________________________________________
________________
<S> <C> <C> <C> <C> <C>
1. To elect one
director to
serve a term of
one year and two
directors to
serve terms of
three years.
Peter R. Bridenbaugh 17,915,268 86,656 -- -- 18,001,924
Steven G. Rothmeier 17,917,128 84,796 -- -- 18,001,924
Don R. Graber 17,915,310 86,614 -- -- 18,001,924
2. To ratify the
appointment of
Price Waterhouse
as auditors of
the Company for
the 1996 fiscal
year. 17,961,588 20,342 19,994 -- 18,001,924
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
Item 6.(a) Exhibits
4-B
Bylaws of Precision Castparts Corp., (as amended
August 2, 1995)
<PAGE>
BYLAWS
OF
PRECISION CASTPARTS CORP.
(as amended August 2, 1995)
ARTICLE I
SHAREHOLDERS MEETINGS AND VOTING
1.1 Annual Meeting.
(1) The annual meeting of the shareholders shall be
held on the first Wednesday in the month of August in each
year, for the purpose of electing directors and transacting
only such other business as is properly brought before the
meeting in accordance with these Bylaws. If the date fixed for
the annual meeting is a legal holiday, the meeting shall be
held on the next succeeding business day. Failure to hold an
annual meeting on the stated date shall not affect the validity
of any corporate action.
(2) To be properly brought before the meeting,
business must be either (a) specified in the notice of meeting
(or any supplement thereto) given by or at the direction of the
Board of Directors, (b) otherwise properly brought before a
meeting by or at the direction of the Board of Directors, or
(c) otherwise properly brought before the meeting by a
shareholder. In addition to any other applicable requirements,
for business to be properly brought before an annual meeting by
a shareholder, 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 executive office of the
Corporation, not less than 50 days nor more than 75 days prior
to the meeting; provided, however, that in the event that less
than 65 days' notice or prior public disclosure of the date of
the meeting is given or made to shareholders, notice by the
shareholder to be timely must be so received not later than the
close of business on the 15th day following the day on which
such notice of the date of the annual meeting was mailed or
such public disclosure was made, whichever first occurs.
(3) A shareholder's notice to the Secretary shall
set forth (a) one or more matters appropriate for shareholder
action that the shareholder proposes to bring before the
meeting, (b) a brief description of the matters desired to be
brought before the meeting and the reasons for conducting such
business at the meeting, (c) the name and record address of the
shareholder, (d) the class and number of shares of the
Corporation which shareholder owns or is entitled to vote, and
Page 1
</Page>
<PAGE>
(e) any material interest of the shareholder in such matters.
(4) Notwithstanding anything in these Bylaws to the contrary,
no business shall be conducted at the annual meeting except in
accordance with the procedure set forth in this Section 1.1;
provided, however, that nothing in this Section 1.1 shall be
deemed to preclude discussion by any shareholder of any
business properly brought before the annual meeting.
(5) The Chairman 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 1.1, and if he should so determine,
he shall so declare to the meeting and any such business not
properly brought before the meeting shall not be transacted.
1.2 Special Meetings. A special meeting of the
shareholders shall be held if called by the Chairman or by the
Board of Directors or if requested by the holders of not less
than one-tenth of all votes entitled to be cast on any issue
proposed to be considered at the meeting. A request by
shareholders to hold a special meeting shall be signed, dated
and delivered to the Secretary and shall set forth the
information required by Section 1.1(3) of these Bylaws.
1.3 Place of Meetings. Meetings of the shareholders
shall be held at any place in or out of Oregon designated by
the Board of Directors. If a meeting place is not designated
by the Board of Directors, the meeting shall be held at the
Corporation's principal office.
1.4 Notice of Meetings. Written or printed notice
stating the date, time and place of the shareholders meeting
and, in the case of a special meeting or a meeting for which
special notice is required by law, the purposes for which the
meeting is called shall be mailed by the Corporation to each
shareholder entitled to vote at the meeting and, if required by
law, to any other shareholders entitled to receive notice, at
the shareholder's address shown in the Corporation's record of
shareholders, with postage prepaid, not earlier than 60 days
nor less than 10 days before the meeting date.
1.5 Conduct of Meeting. The officer presiding at any
meeting of the shareholders shall have authority to determine
the agenda and order of business at the meeting and to adopt
such rules and regulations as may be necessary or desirable to
promote the fair and efficient conduct of the business of the
meeting.
1.6 Waiver of Notice. A shareholder may at any time
waive any notice required by law, these Bylaws or the Articles
of Incorporation. The waiver shall be in writing, be signed by
the shareholder entitled to the notice and be delivered to the
Page 2
</Page>
<PAGE>
Corporation for inclusion in the minutes for filing with the
corporate records. A shareholder's attendance at a meeting
waives objection to (i) lack of notice or defective notice of
the meeting, unless the shareholder at the beginning of the
meeting objects to holding the meeting or transacting business
at the meeting, and (ii) consideration of a particular matter
at the meeting that is not within the purposes described in the
meeting notice, unless the shareholder objects to considering
the matter when it is presented.
1.7 Fixing of Record Date. The Board of Directors may
fix a record date to determine the shareholders entitled to
notice of a shareholders meeting, demand a special meeting,
vote, take any other action or receive payment of any share or
cash dividend or other distribution. This date shall not be
earlier than 70 days or, in the case of a meeting, later than
10 days before the meeting or action requiring a determination
of shareholders. The record date for any meeting, vote or
other action of the shareholders shall be the same for all
voting groups. If not otherwise fixed by the Board of
Directors, the record date to determine shareholders entitled
to notice of and to vote at an annual or special shareholders
meeting is the close of business on the day before the notice
is first mailed or delivered to shareholders. If not otherwise
fixed by the Board of Directors, the record date to determine
shareholders entitled to receive payment of any share or cash
dividend or other distribution is the close of business on the
day the Board of Directors authorizes the share or cash
dividend or other distribution.
1.8 Shareholders List for Meeting. After a record date
for a meeting is fixed, the Corporation shall prepare an
alphabetical list of all shareholders entitled to notice of the
shareholders meeting. The list shall be arranged by voting
group and, within each voting group, by class or series of
shares, and it shall show the address of and number of shares
held by each shareholder. The shareholders list shall be
available for inspection by any shareholder, upon proper demand
as may be required by law, beginning two business days after
notice of the meeting is given and continuing through the
meeting, at the Corporation's principal office or at a place
identified in the meeting notice in the city where the meeting
will be held. The Corporation shall make the shareholders list
available at the meeting, and any shareholder or the
shareholder's agent or attorney shall be entitled to inspect
the list at any time during the meeting or any adjournment.
Refusal or failure to prepare or make available the
shareholders list does not affect the validity of action taken
at the meeting.
Page 3
</Page>
<PAGE>
1.9 Quorum; Adjournment.
(1) Shares entitled to vote as a separate voting
group may take action on a matter at a meeting only if a quorum
of those shares exists with respect to that matter. A majority
of the votes entitled to be cast on the matter by the voting
group constitutes a quorum of that voting group for action on
that matter.
(2) A majority of votes represented at the meeting,
although less than a quorum, may adjourn the meeting from time
to time to a different time and place without further notice to
any shareholder of any adjournment. At an adjourned meeting at
which a quorum is present, any business may be transacted that
might have been transacted at the meeting originally held.
(3) Once a share is represented for any purpose at a
meeting, it shall be present for quorum purposes for the
remainder of the meeting and for any adjournment of that
meeting unless a new record date is or must be set for the
adjourned meeting. A new record date must be set if the
meeting is adjourned to a date more than 120 days after the
date fixed for the original meeting.
1.10 Voting Requirements; Action Without Meeting.
(1) If a quorum exists, action on a matter, other
than the election of directors, by a voting group is approved
if the votes cast within the voting group favoring the action
exceed the votes cast opposing the action, unless a greater
number of affirmative votes is required by law or the Articles
of Incorporation. Unless otherwise provided in the Articles of
Incorporation, directors are elected by a plurality of the
votes cast by the shares entitled to vote in the election at a
meeting at which a quorum is present.
(2) Action required or permitted by law to be taken
at a shareholders meeting may be taken without a meeting if the
action is taken by all the shareholders entitled to vote on the
action. The action must be evidenced by one or more written
consents describing the action taken, signed by all the
shareholders entitled to vote on the action and delivered to
the Secretary for inclusion in the minutes for filing with the
corporate records. Shareholder action taken by written consent
is effective when the last shareholder signs the consent,
unless the consent specifies an earlier or later effective
date.
1.11 Proxies. A shareholder may vote shares in person or
by proxy. A shareholder may appoint a proxy by signing an
appointment form either personally or by the shareholder's
Page 4
</Page>
<PAGE>
attorney-in-fact. An appointment of a proxy is effective when
received by the Secretary or other officer of the Corporation
authorized to tabulate votes. An appointment is valid for 11
months unless a different period is provided in the appointment
form. An appointment is revocable by the shareholder unless
the appointment form conspicuously states that it is
irrevocable and the appointment is coupled with an interest
that has not been extinguished.
1.12 Acquisition of Control Shares. As provided in
Section 10, Chapter 820, Oregon Laws 1987 and to the fullest
extent permitted by that section, the Corporation shall be
authorized to require a holder of control shares to sell the
control shares to the Corporation for fair value. The term
"control shares" shall have the same meaning as that term has
in Chapter 820, Oregon Laws 1987. The procedures for
acquisition of control shares pursuant to this section shall be
that the Board of Directors shall determine the fair value of
the control shares and shall give notice to the holder of the
control shares of the fair value and the time at which payment
for the control shares will be available. The Corporation will
then make payment for the control shares against delivery of
the shares.
ARTICLE II
BOARD OF DIRECTORS
2.1 Duties of Board of Directors. All corporate powers
of the Corporation shall be exercised by or under the authority
of its Board of Directors; the business and affairs of the
Corporation shall be managed under the direction of its Board
of Directors.
2.2 Number, Tenure and Qualification. The number of
directors of the Corporation shall be at least seven (7) and no
more than twelve (12). Within this range, the number of
directors shall initially be eleven, and the number of
directors shall be determined from time to time by the Board of
Directors. At the 1983 annual meeting of shareholders, the
directors shall be divided into three classes, as nearly equal
in number as possible, with the term of office of the first
class ("Class I") to expire at the 1984 annual meeting of
shareholders, the term of office of the second class ("Class
II") to expire at the 1985 annual meeting of shareholders and
the term of office of the third class ("Class III") to expire
at the 1986 annual meeting of shareholders. At each annual
meeting of shareholders following such initial classification
and election, directors elected to succeed those directors
whose terms expire shall be elected to serve three-year terms
Page 5
</Page>
<PAGE>
and until their successors are elected and qualified, so that
the term of one class of directors will expire each year. When
the number of directors is changed pursuant to this Section 2,
any newly created directorships, or any decrease in
directorships, shall be so apportioned among the classes so as
to make all classes as nearly equal as possible, provided that
no decrease in the number of directors constituting the Board
of Directors shall shorten the term of any incumbent director.
Directors need not be residents of the State of Oregon or
shareholders of the Corporation.
2.3 Shareholder Nomination of Directors. Not less than
50 days nor more than 75 days prior to the date of any annual
meeting of shareholders, any shareholder who intends to make a
nomination at the annual meeting shall deliver a notice to the
Secretary of the Corporation setting forth (a) as to each
nominee whom the shareholder proposes to nominate for election
or reelection as a director, (i) the name, age, business
address and residence address of the nominee, (ii) the
principal occupation or employment of the nominee, (iii) the
class and number of shares of capital stock of the Corporation
which are beneficially owned by the nominee and (iv) any other
information concerning the nominee that would be required,
under the rules of the Securities and Exchange Commission, in a
proxy statement soliciting proxies for the election of such
nominee; and (b) as to the shareholder giving the notice,
(i) the name and record address of the shareholder and (ii) the
class and number of shares of capital stock of the Corporation
which are beneficially owned by the shareholder; provided,
however, that in the event that less than 65 days' notice or
prior public disclosure of the date of the annual meeting is
given or made to shareholders, notice by the shareholder to be
timely must be so delivered not later than the close of
business on the 15th day following the day on which such notice
of the date of the meeting was mailed or such public disclosure
was made, whichever first occurs. Such notice shall include a
signed consent to serve as a director of the Corporation, if
elected, of each such nominee. The Corporation may require any
proposed nominee to furnish such other information as may
reasonably be required by the Corporation to determine the
eligibility of such proposed nominee to serve as a director of
the Corporation.
2.4 Regular Meetings. A regular meeting of the Board of
Directors shall be held without notice other than this Bylaw
immediately after, and at the same place as, the annual meeting
of shareholders. The Board of Directors may provide by
resolution the time and place for the holding of additional
regular meetings in or out of Oregon without notice other than
the resolution.
Page 6
<PAGE>
<PAGE>
2.5 Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the Chairman or
by one-third of the directors. The person or persons
authorized to call special meetings of the Board of Directors
may fix any place in or out of Oregon as the place for holding
any special meeting of the Board of Directors called by them.
2.6 Notice. Notice of the date, time and place of any
special meeting of the Board of Directors shall be given at
least 24 hours prior to the meeting by notice communicated in
person, by telephone, telegraph, teletype, other form of wire
or wireless communication, mail or private carrier. If
written, notice shall be effective at the earliest of (a) when
received, (b) five days after its deposit in the United States
mail, as evidenced by the postmark, if mailed postpaid and
correctly addressed, or (c) on the date shown on the return
receipt, if sent by registered or certified mail, return
receipt requested and the receipt is signed by or on behalf of
the addressee. Notice by all other means shall be deemed
effective when received by or on behalf of the director.
Notice of any regular or special meeting need not describe the
purposes of the meeting unless required by law or the Articles
of Incorporation.
2.7 Waiver of Notice. A director may at any time waive
any notice required by law, these Bylaws or the Articles of
Incorporation. Except as set forth below, the waiver must be
in writing, be signed by the director entitled to the notice,
specify the meeting for which notice is waived and be filed
with the minutes or corporate records. A director's attendance
at or participation in a meeting waives any required notice to
the director of the meeting unless the director at the
beginning of the meeting, or promptly upon the director's
arrival, objects to holding the meeting or transacting business
at the meeting and does not thereafter vote for or assent to
action taken at the meeting.
2.8 Quorum. A majority of the number of directors set
forth in Section 2.2 of these Bylaws shall constitute a quorum
for the transaction of business at any meeting of the Board of
Directors. If less than a quorum is present at a meeting, a
majority of the directors present may adjourn the meeting from
time to time without further notice.
2.9 Manner of Acting. The act of the majority of the
directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors, unless a different
number is provided by law, the Articles of Incorporation or
these Bylaws.
Page 7
</Page>
<PAGE>
2.10 Meeting by Telephone Conference; Action Without
Meeting.
(1) Directors may participate in a regular or
special meeting by, or conduct the meeting through, use of any
means of communications by which all directors participating
may simultaneously hear each other during the meeting.
Participation in a meeting by this means shall constitute
presence in person at the meeting.
(2) Any action that is required or permitted to be
taken at a meeting of the Board of Directors may be taken
without a meeting if one or more written consents describing
the action taken are signed by all of the directors entitled to
vote on the matter and included in the minutes or filed with
the corporate records reflecting the action taken. The action
shall be effective when the last director signs the consent,
unless the consent specifies an earlier or later effective
date.
2.11 Vacancies. Any vacancy on the Board of Directors,
including a vacancy resulting from an increase in the number of
directors, may be filled by the shareholders, the Board of
Directors, the remaining directors if less than a quorum (by
the vote of a majority thereof) or by a sole remaining
director. Not more than one vacancy resulting from an increase
in the number of directors may be filled by the Board of
Directors during any one period between annual meetings of
shareholders of the Corporation. Any vacancy not filled by the
directors shall be filled by election at an annual meeting or
at a special meeting of shareholders called for that purpose.
A vacancy that will occur at a specified later date, by reason
of a resignation or otherwise, may be filled before the vacancy
occurs, but the new director may not take office until the
vacancy occurs.
2.12 Compensation. By resolution of the Board of
Directors, the directors may be paid reasonable compensation
for services as directors and their expenses of attending
meetings of the Board of Directors.
2.13 Presumption of Assent. A director who is present at
a meeting of the Board of Directors or a committee of the Board
of Directors shall be deemed to have assented to the action
taken at the meeting unless (a) the director's dissent or
abstention from the action is entered in the minutes of the
meeting, (b) the director delivers a written notice of dissent
or abstention to the action to the presiding officer of the
meeting before any adjournment or to the Corporation
immediately after the adjournment of the meeting or (c) the
Page 8
<PAGE>
<PAGE>
director objects at the beginning of the meeting or promptly
upon the director's arrival to the holding of the meeting or
transacting business at the meeting. The right to dissent or
abstain is not available to a director who voted in favor of
the action.
2.14 Removal. All or any number of the directors may be
removed without cause at a meeting called expressly for that
purpose, by a vote of the holders of 75 percent of the shares
then entitled to vote at an election of directors. All or any
number of the directors may be removed with cause by the
shareholders at a meeting called expressly for that purpose.
2.15 Resignation. Any director may resign by delivering
written notice to the Board of Directors, its chairperson or
the Corporation. Unless the notice specifies a later effective
date, a resignation notice shall be effective upon the earlier
of (a) receipt, (b) five days after its deposit in the United
States mails, if mailed postpaid and correctly addressed, or
(c) on the date shown on the return receipt, if sent by
registered or certified mail, return receipt requested, and the
receipt is signed by addressee. Once delivered, a resignation
notice is irrevocable unless revocation is permitted by the
Board of Directors.
ARTICLE III
COMMITTEES OF THE BOARD
3.1 Committees. The Board of Directors may create one or
more committees and appoint members of the Board of Directors
to serve on them. Each committee shall have two or more
members. The creation of a committee and appointment of
members to it must be approved by a majority of all directors
in office when the action is taken. Subject to any limitation
imposed by the Board of Directors or by law, each committee may
exercise all the authority of the Board of Directors in the
management of the Corporation. A committee may not take any
action that a committee is prohibited from taking by the Oregon
Business Corporation Act.
3.2 Changes of Size and Function. Subject to the
provisions of law, the Board of Directors shall have the power
at any time to change the number of committee members, fill
committee vacancies, change any committee members and change
the functions and terminate the existence of a committee.
3.3 Conduct of Meetings. Each committee shall conduct
its meetings in accordance with the applicable provisions of
these Bylaws relating to meetings and action without meetings
of the Board of Directors. Each committee shall adopt any
Page 9
</Page>
<PAGE>
further rules regarding its conduct, keep minutes and other
records and appoint subcommittees and assistants as it deems
appropriate.
3.4 Compensation. By resolution of the Board of
Directors, committee members may be paid reasonable
compensation for services on committees and their expenses of
attending committee meetings.
ARTICLE IV
OFFICERS
4.1 Number. The officers of the Corporation shall be a
President, one or more Vice Presidents, Secretary and, if
desired by the Board of Directors, a Treasurer. The Chairman
of the Board of Directors ("Chairman") shall also be an officer
if designated by the Board of Directors as chief executive
officer, but shall not otherwise be considered to hold an
officer position. Such other officers and assistant officers
as may be deemed necessary may be elected or appointed by the
Board of Directors and shall have such powers and duties as may
be prescribed by the Board of Directors. Any two or more
offices may be held by the same person.
4.2 Election and Term of Office. The officers of the
Corporation shall be elected annually by the Board of Directors
at the first meeting of the Board of Directors held after the
annual meeting of the shareholders. If the election of
officers shall not be held at the meeting, it shall be held as
soon thereafter as is convenient. Each officer shall hold
office until a successor shall have been duly elected and shall
have qualified or until the officer's death, resignation or
removal in the manner hereinafter provided.
4.3 Removal. Any officer or agent elected or appointed
by the Board of Directors may be removed by the Board of
Directors whenever in its judgment the best interests of the
Corporation would be served thereby, but removal shall be
without prejudice to the contract rights, if any, of the person
so removed. Election or appointment of an officer or agent
shall not of itself create contract rights.
4.4 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be
filled by the Board of Directors for the unexpired portion of
the term.
4.5 Chief Executive Officer. The Board of Directors
shall designate a chief executive officer of the Corporation,
who may be either the Chairman or the President. The chief
Page 10
</Page>
<PAGE>
executive officer shall have general supervision, direction and
control of the business and affairs of the Corporation, subject
to the control of the Board of Directors.
4.6 Chief Operating Officer. The Board of Directors may
designate a chief operating officer of the Corporation, who may
be any executive officer of the Corporation unless the Chairman
is designated chief executive officer, in which case the
President shall serve as chief operating officer. The chief
operating officer, if one is designated, shall have such
general supervision, direction and control of the business and
affairs of the Corporation as shall be delegated to the chief
operating officer by the chief executive officer or by the
Board of Directors.
4.7 Chief Financial Officer. The Board of Directors may
designate a chief financial officer of the Corporation, who
shall be a Vice President of the Corporation. The chief
financial officer, if one is designated, shall be the principal
financial accounting officer of the Corporation and, if a
Treasurer of the Corporation is not separately appointed, shall
have the duties of the Treasurer set forth in Section 4.12
below. The chief financial officer shall perform such other
duties as the Board of Directors may require.
4.8 Chairman of the Board. The Chairman shall be
selected by the Board of Directors from within its membership
and shall preside at all meetings of shareholders and
directors. At the election of the Board of Directors, the
Chairman may also be designated chief executive officer of the
Corporation. The Chairman may execute on behalf of the
Corporation all contracts, agreements, stock certificates and
other instruments. The Chairman shall from time to time report
to the Board of Directors all matters within the Chairman's
knowledge affecting the Corporation which should be brought to
the attention of the Board. The Chairman shall perform such
other duties as may be required by the Board of Directors.
4.9 President. The President shall serve as either the
chief executive officer or chief operating officer of the
Corporation, as designated by the Board of Directors, and shall
have such general supervision, direction and control of the
business and affairs of the Corporation set forth under
Section 4.5 or 4.6, above, as applicable. The President may
execute on behalf of the Corporation all contracts, agreements,
stock certificates and other instruments. The President shall
vote all shares of stock in other corporations owned by the
Corporation, and shall be empowered to execute proxies, waivers
of notice, consents and other instruments in the name of the
Corporation with respect to such stock. In the absence of the
Page 11
</Page>
<PAGE>
Chairman, or in the event of the Chairman's death, inability or
refusal to act, the President shall perform the duties of the
Chairman, and when so acting, shall have all the powers and be
subject to all the restrictions upon the Chairman. The
President shall perform such other duties as may be required by
the Board of Directors.
4.10 Vice Presidents. In the absence of the President or
in the event of the President's death, inability or refusal to
act, the Vice President (or in the event there be more than one
Vice President, the Vice Presidents in the order designated at
the time of their election, or in the absence of any
designation, then in the order of their election) shall perform
the duties of the President, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the
President. Any Vice President shall perform such other duties
as may be assigned from time to time by the Chairman, the
President or by the Board of Directors.
4.11 Secretary. The Secretary shall keep the minutes of
all meetings of the directors and shareholders, and shall have
custody of the minute books and other records pertaining to the
corporate business. The Secretary shall countersign all stock
certificates and other instruments requiring the seal of the
Corporation and shall perform such other duties as may be
required by the Board of Directors.
4.12 Treasurer. The Treasurer shall keep correct and
complete records of accounts showing the financial condition of
the Corporation. The Treasurer shall be legal custodian of all
moneys, notes, securities and other valuables that may come
into the possession of the Corporation. The Treasurer shall
deposit all funds of the Corporation which come into the
Treasurer's hands in depositories which the Board of Directors
may designate. The Treasurer shall pay the funds out only on
the check of the Corporation signed in the manner authorized by
the Board of Directors. The Treasurer shall perform such other
duties as the Board of Directors may require.
4.13 Salaries. The salaries of the officers shall be
fixed from time to time by the Board of Directors and no
officer shall be prevented from receiving such salary because
the officer is also a director of the Corporation.
ARTICLE V
INDEMNIFICATION OF OFFICERS, DIRECTORS,
EMPLOYEES AND OTHER AGENTS
5.1 Directors and Officers. The Corporation shall
indemnify its directors and officers to the fullest extent
Page 12
</Page>
<PAGE>
permitted by the Oregon Business Corporation Act (Act), as the
same exists or may hereafter be amended (but, in the case of
alleged occurrences of actions or omissions preceding any such
amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than the
Act permitted the Corporation to provide prior to such
amendment).
5.2 Employees and Other Agents. The Corporation shall
have power to indemnify its employees and other agents as set
forth in the Act.
5.3 No Presumption of Bad Faith. The termination of any
proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent shall not, of itself,
create a presumption that the person did not act in good faith
and in a manner which the person reasonably believed to be in
or not opposed to the best interests of the Corporation, and,
with respect to any criminal proceeding, that the person had
reasonable cause to believe that the conduct was unlawful.
5.4 Advances of Expenses. The expenses incurred by a
director or officer in any proceeding shall be paid by the
Corporation in advance at the written request of the director
or officer, if the director or officer:
(a) furnishes the Corporation a written affirmation
of such person's good faith belief that such person is entitled
to be indemnified by the Corporation; and
(b) furnishes the Corporation a written undertaking
to repay such advance to the extent that it is ultimately
determined by a court that such person is not entitled to be
indemnified by the Corporation. Such advances shall be made
without regard to the person's ability to repay such expenses
and without regard to the person's ultimate entitlement to
indemnification under this Bylaw or otherwise.
5.5 Enforcement. Without the necessity of entering into
an express contract, all rights to indemnification and advances
under this Bylaw shall be deemed to be contractual rights and
be effective to the same extent and as if provided for in a
contract between the Corporation and the director or officer
who serves in such capacity at any time while this Bylaw and
relevant provisions of the Act and other applicable law, if
any, are in effect. Any right to indemnification or advances
granted by this Bylaw to a director or officer shall be
enforceable by or on behalf of the person holding such right in
any court of competent jurisdiction if (a) the claim for
indemnification or advances is denied, in whole or in part, or
Page 13
</Page>
<PAGE>
(b) no disposition of such claim is made within ninety (90)
days of request therefor. The claimant in such enforcement
action, if successful in whole or in part, shall be entitled to
be paid also the expense of prosecuting a claim. It shall be a
defense to any such action (other than an action brought to
enforce a claim for expenses incurred in connection with any
proceeding in advance of its final disposition when the
required affirmation and undertaking have been tendered to the
Corporation) that the claimant has not met the standards of
conduct which make it permissible under the Act for the
Corporation to indemnify the claimant for the amount claimed,
but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including
its Board of Directors, independent legal counsel or its
shareholders) to have made a determination prior to the
commencement of such action that indemnification of the
claimant is proper in the circumstances because the claimant
has met the applicable standard of conduct set forth in the
Act, nor an actual determination by the Corporation (including
its Board of Directors, independent legal counsel or its
shareholders) that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create
a presumption that the claimant has not met the applicable
standard of conduct.
5.6 Non-Exclusivity of Rights. The rights conferred on
any person by this Bylaw shall not be exclusive of any other
right which such person may have or hereafter acquire under any
statute, provision of the Articles of Incorporation, Bylaws,
agreement, vote of shareholders or disinterested Directors or
otherwise, both as to action in the person's official capacity
and as to action in another capacity while holding office. The
Corporation is specifically authorized to enter into individual
contracts with any or all of its directors, officers, employees
or agents respecting indemnification and advances, to the
fullest extent permitted by the law.
5.7 Survival of Rights. The rights conferred on any
person by this Bylaw shall continue as to a person who has
ceased to be a director, officer, employee or other agent and
shall inure to the benefit of the heirs, executors and
administrators of such person.
5.8 Insurance. To the fullest extent permitted by the
Act, the Corporation, upon approval by the Board of Directors,
may purchase insurance on behalf of any person required or
permitted to be indemnified pursuant to this Bylaw.
5.9 Amendments. Any repeal of this Bylaw shall only be
prospective and no repeal or modification hereof shall
Page 14
</Page>
<PAGE>
adversely affect the rights under this Bylaw in effect at the
time of the alleged occurrence of any action or omission to act
that is the cause of any proceeding against any agent of the
Corporation.
5.10 Savings Clause. If this Bylaw or any portion hereof
shall be invalidated on any ground by any court of competent
jurisdiction, the Corporation shall indemnify each director,
officer or other agent to the fullest extent permitted by any
applicable portion of this Bylaw that shall not have been
invalidated, or by any other applicable law.
5.11 Certain Definitions. For the purposes of this Bylaw,
the following definitions shall apply:
(a) The term "proceeding" shall be broadly construed
and shall include, without limitation, the investigation,
preparation, prosecution, defense, settlement and appeal of any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative.
(b) The term "expenses" shall be broadly construed
and shall include, without limitation, expense of
investigations, judicial or administrative proceedings or
appeals, attorneys' fees and disbursements and any expenses of
establishing a right to indemnification under Section 5.5 of
this Bylaw, but shall not include amounts paid in settlement,
judgments or fines.
(c) The term "corporation" shall include, in
addition to the resulting or surviving corporation, any
constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and
authority to indemnify its directors, officers, employees or
agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall
stand in the same position under the provisions of this Bylaw
with respect to the resulting or surviving corporation as the
person would have with respect to such constituent corporation
if its separate existence had continued.
(d) References to a "director," "officer,"
"employee," or "agent" of the Corporation shall include,
without limitation, situations where such person is serving at
the request of the Corporation as a director, officer,
employee, trustee or agent of another corporation, partnership,
joint venture, trust or other enterprise.
Page 15
</Page>
<PAGE>
(e) References to "other enterprises" shall include
employee benefit plans; references to "fines" in the Act shall
include any excise taxes assessed on a person with respect to
any employee benefit plan; and references to "serving at the
request of the corporation" shall include any service as a
director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries; and a person who
acted in good faith and in a manner the person reasonably
believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of
the Corporation" as referred to in this Bylaw.
ARTICLE VI
ISSUANCE OF SHARES
6.1 Adequacy of Consideration. Before the Corporation
issues shares, the Board of Directors shall determine that the
consideration received or to be received for the shares to be
issued is adequate. The authorization by the Board of
Directors of the issuance of shares for stated consideration
shall evidence a determination by the Board that such
consideration is adequate.
6.2 Certificates for Shares.
(1) Certificates representing shares of the
Corporation shall be in any form determined by the Board of
Directors consistent with the requirements of the Oregon
Business Corporation Act and these Bylaws. The certificates
shall be signed, either manually or in facsimile, by two
officers of the Corporation, at least one of whom shall be the
Chairman, the President or a Vice President, and may be sealed
with the seal of the Corporation, if any, or a facsimile
thereof. All certificates for shares shall be consecutively
numbered or otherwise identified. The signatures of officers
upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent or any assistant transfer
agent or registered by a registrar, other than the Corporation
itself or an employee of the Corporation.
(2) Every certificate for shares of stock that are
subject to any restriction on transfer or registration of
transfer pursuant to the Articles of Incorporation, the Bylaws,
securities laws, a shareholders agreement or any agreement to
which the Corporation is a party shall have conspicuously noted
on the face or back of the certificate either the full text of
Page 16
</Page>
<PAGE>
the restriction or a statement of the existence of the
restriction and that the Corporation retains a copy of the full
text. Every certificate issued when the Corporation is
authorized to issue more than one class or series within a
class of shares shall set forth on its face or back either
(a) a summary of the designations, relative rights, preferences
and limitations of the shares of each class and the variations
in rights, preferences and limitations for each series
authorized to be issued and the authority of the Board of
Directors to determine variations for future series or (b) a
statement of the existence of those designations, relative
rights, preferences and limitations and a statement that the
Corporation will furnish a copy thereof to the holder of the
certificate upon written request and without charge.
(3) All certificates surrendered to the Corporation
for transfer shall be canceled. The Corporation shall not
issue a new certificate for previously issued shares until the
former certificate or certificates for those shares are
surrendered and canceled; except that in case of a lost,
destroyed or mutilated certificate, a new certificate may be
issued on terms prescribed by the Board of Directors.
6.3 Transfer Agent and Registrar. The Board of Directors
may from time to time appoint one or more transfer agents and
one or more registrars for the shares of the Corporation, with
powers and duties determined by the Board of Directors.
6.4 Officer Ceasing to Act. If the person who signed a
share certificate, either manually or in facsimile, no longer
holds office when the certificate is issued, the certificate is
nevertheless valid.
ARTICLE VII
CONTRACTS, LOANS, CHECKS AND OTHER INSTRUMENTS
7.1 Contracts. Except as otherwise provided by law, the
Board of Directors may authorize any officers or agents to
execute and deliver any contract or other instrument in the
name of and on behalf of the Corporation, and this authority
may be general or confined to specific instances.
7.2 Loans. The Corporation shall not borrow money and no
evidence of indebtedness shall be issued in its name unless
authorized by the Board of Directors. This authority may be
general or confined to specific instances.
Page 17
</Page>
<PAGE>
7.3 Checks, Drafts, Etc. All checks, drafts or other
orders for the payment of money and notes or other evidences of
indebtedness issued in the name of the Corporation shall be
signed in the manner and by the officers or agents of the
Corporation designated by the Board of Directors.
7.4 Deposits. All funds of the Corporation not otherwise
employed shall be deposited to the credit of the Corporation in
those banks, trust companies or other depositaries as the Board
of Directors or officers of the Corporation designated by the
Board of Directors select, or be invested as authorized by the
Board of Directors.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
8.1 Severability. A determination that any provision of
these Bylaws is for any reason inapplicable, invalid, illegal
or otherwise ineffective shall not affect or invalidate any
other provision of these Bylaws.
8.2 Amendments. These Bylaws may be amended or repealed
and new Bylaws may be adopted by the Board of Directors or the
shareholders of the Corporation.
[As Amended and Restated on May 19, 1993]
Page 18
</Page>
27 Financial Data Schedule
Item 6.(b) Reports on Form 8-K
On May 22, 1995 the Company filed Form 8K/A
amending Items 7(a) and 7(b) of its previously
filed Current Report on Form 8-K to include the
financial statements of Quamco, Inc. at and for
the years ended October 30, 1994 and October 31,
1993, interim financial statements of Quamco,
Inc. at January 29, 1995 and for the three
months then ended, proforma financial
information at January 1, 1995 and for the year
ended April 3, 1994 and for the nine months
ended January 1, 1995 reflecting the acquisition
of Quamco, Inc., and certain exhibits.
</Page>
<PAGE>
Page 8
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.
PRECISION CASTPARTS CORP.
Registrant
DATE: August 15, 1995 /s/ W.D. Larsson
______________________________
W.D. Larsson
Vice President-Finance and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
</Page>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from the July 2,
1995 financial statements and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> APR-03-1995
<PERIOD-END> JUL-02-1995
<CASH> 3000
<SECURITIES> 0
<RECEIVABLES> 87800
<ALLOWANCES> 1200
<INVENTORY> 96200
<CURRENT-ASSETS> 197600
<PP&E> 281800
<DEPRECIATION> 147700
<TOTAL-ASSETS> 411600
<CURRENT-LIABILITIES> 97600
<BONDS> 0
<COMMON> 20300
0
0
<OTHER-SE> 248600
<TOTAL-LIABILITY-AND-EQUITY> 411600
<SALES> 137200
<TOTAL-REVENUES> 137200
<CGS> 109600
<TOTAL-COSTS> 121100
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 200
<INCOME-PRETAX> 15900
<INCOME-TAX> 6500
<INCOME-CONTINUING> 9400
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9400
<EPS-PRIMARY> 0.46
<EPS-DILUTED> 0.46
</TABLE>
