<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended March 31, 1999 or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from _______ to _______
Commission file number 0-15903
CALGON CARBON CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 25-0530110
- ------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P. O. Box 717, Pittsburgh, PA 15230-0717
-----------------------------------------
(Address of principal executive offices)
(Zip Code)
(412) 787-6700
----------------------------------------------------
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year
if changed since last report)
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 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
----- ------
Applicable only to issuers involved in bankruptcy proceedings during the
preceding five years:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes No
----- ------
Applicable only to corporate issuers:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at April 30, 1999
- ----------------------------- -----------------------------
Common Stock, $.01 par value 38,798,460 shares
<PAGE>
CALGON CARBON CORPORATION
SEC FORM 10-Q
QUARTER ENDED MARCH 31, 1999
The Quarterly Report on Form 10-Q contains historical information and forward-
looking statements. Statements looking forward in time are included in this
Form 10-Q pursuant to the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. They involve known and unknown risks and
uncertainties that may cause the Company's actual results in the future to
differ from performance suggested herein. Specific examples of such
uncertainties include references to future cost savings associated with
restructuring charges as well as estimated costs from Year 2000 compliance. In
the context of forward-looking information provided in this Form 10-Q and in
other reports, please refer to the discussion of risk factors detailed in, as
well as the other information contained in the Company's filings with the
Securities and Exchange Commission.
I N D E X
---------
PART 1 - FINANCIAL INFORMATION
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Item 1. Financial Statements
- -------
Page
----
Introduction to the Financial Statements................ 2
Consolidated Statement of Income and
Retained Earnings....................................... 3
Consolidated Balance Sheet.............................. 4
Consolidated Statement of Cash Flows.................... 5
Selected Notes to Financial Statements.................. 6
Item 2. Management's Discussion and Analysis of Results
- ------ -----------------------------------------------
of Operations and Financial Condition...................... 7
------------------------------------
PART II - OTHER INFORMATION
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Item 4. Submission of Matters to a Vote of Security Holders......... 14
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Item 5. Other Information........................................... 14
- ------- -----------------
Item 6. Exhibits and Reports on Form 8-K............................ 14
- ------- --------------------------------
SIGNATURES.......................................................... 15
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- 1 -
<PAGE>
PART I - FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements
- ------- --------------------
INTRODUCTION TO THE FINANCIAL STATEMENTS
----------------------------------------
The consolidated financial statements included herein have been prepared by
Calgon Carbon Corporation (the Company), without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. The Company believes that the
disclosures are adequate to make the information presented not misleading when
read in conjunction with the Company's consolidated financial statements and the
notes included therein for the year ended December 31, 1998.
The financial information presented reflects all adjustments, consisting
only of normal recurring adjustments, which are, in the opinion of management,
necessary for a fair statement of the results for the interim periods presented.
The results for interim periods are not necessarily indicative of results to be
expected for the year.
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<PAGE>
CALGON CARBON CORPORATION
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
------------------------------------------------------
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------------
1999 1998
----------- -----------
<S> <C> <C>
Net sales...................... $ 71,792 $ 69,508
-------- --------
Cost of products sold
(excluding depreciation)..... 45,682 40,975
Depreciation and amortization.. 5,981 5,450
Selling, general and
administrative expenses...... 12,751 13,791
Research and development
expenses..................... 1,867 1,967
-------- --------
66,281 62,183
-------- --------
Income from operations......... 5,511 7,325
Interest income................ 12 34
Interest expense............... (1,134) (1,175)
Other income (expense)--net.... (349) (431)
-------- --------
Income before income taxes
and minority interest........ 4,040 5,753
Provision for income
taxes........................ 1,455 2,152
-------- --------
Income before minority
interest..................... 2,585 3,601
Minority interest.............. 9 (32)
-------- --------
Net income..................... 2,594 3,569
Common stock dividends......... (3,098) (3,179)
Retained earnings, beginning
of period.................... 163,911 168,275
-------- --------
Retained earnings, end of
period....................... $163,407 $168,665
======== ========
Net income per common share
(basic and diluted).......... $.07 $.09
======== ========
Weighted average shares
outstanding.................. 38,726,127 39,742,660
========== ==========
</TABLE>
The accompanying notes are an integral part
of these financial statements.
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<PAGE>
CALGON CARBON CORPORATION
CONSOLIDATED BALANCE SHEET
--------------------------
(Dollars in Thousands)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
----------- -------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................... $ 2,255 $ 1,325
Receivables................................. 55,450 56,463
Inventories................................. 59,562 57,816
Other current assets........................ 13,976 14,236
-------- --------
Total current assets..................... 131,243 129,840
Property, plant and equipment, net............ 183,388 189,250
Intangibles................................... 77,974 78,342
Other assets.................................. 8,829 9,562
-------- --------
Total assets............................. $401,434 $406,994
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Long-term debt due within one year.......... $ 24,636 $ 22,131
Accounts payable and accrued liabilities.... 31,209 33,704
Restructuring reserve....................... 4,156 4,909
Payroll and benefits payable................ 9,714 10,141
Accrued income taxes........................ 1,534 933
-------- --------
Total current liabilities................ 71,249 71,818
Long-term debt................................ 70,833 71,101
Deferred income taxes......................... 41,199 42,641
Other liabilities............................. 9,852 9,826
-------- --------
Total liabilities........................ 193,133 195,386
-------- --------
Minority interest............................. 1,494 1,622
-------- --------
Commitments and contingencies................. - -
-------- --------
Shareholders' equity:
Common shares, $.01 par value, 100,000,000
shares authorized, 41,503,960
shares issued............................. 415 415
Additional paid-in capital.................. 62,868 62,868
Retained earnings........................... 163,407 163,911
Accumulated other comprehensive income...... 7,232 9,778
-------- --------
233,922 236,972
Treasury stock, at cost, 2,780,500 and
2,761,500 shares.......................... (27,115) (26,986)
-------- --------
Total shareholders' equity............... 206,807 209,986
-------- --------
Total liabilities and
shareholders' equity................... $401,434 $406,994
======== ========
</TABLE>
The accompanying notes are an integral part
of these financial statements.
- 4 -
<PAGE>
CALGON CARBON CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
------------------------------------
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
--------------------
1999 1998
--------- ---------
<S> <C> <C>
Cash flows from operating activities
- ------------------------------------
Net income........................................ $ 2,594 $ 3,569
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization................... 5,981 5,450
Employee benefit plan provisions................ 132 102
Changes in assets and liabilities - net of
effects from purchase of businesses and
exchange:
(Increase) decrease in receivables.......... (328) 8,328
(Increase) in inventories................... (3,292) (7,915)
Decrease in other current assets............ 160 2,037
(Decrease) in restructuring reserve......... (748) (46)
(Decrease) in accounts payable
and accruals.............................. (550) (9,630)
Increase in long-term deferred
income taxes (net)........................ 799 413
Other items--net................................ 104 (207)
------- -------
Net cash provided by
operating activities...................... 4,852 2,101
------- -------
Cash flows from investing activities
- ------------------------------------
Purchase of businesses.......................... (566) (1,379)
Property, plant and equipment expenditures...... (2,775) (5,768)
Proceeds from disposals of equipment............ 319 134
------- -------
Net cash (used in) investing activities....... (3,022) (7,013)
------- -------
Cash flows from financing activities
- ------------------------------------
Net proceeds from borrowings.................... 2,411 7,815
Treasury stock purchases........................ (129) -
Common stock dividends.......................... (3,105) (3,179)
------- -------
Net cash provided by (used in) financing
activities................................ (823) 4,636
------- -------
Effect of exchange rate changes on cash........... (77) 8
------- -------
Increase (decrease) in cash and cash equivalents.. 930 (268)
Cash and cash equivalents, beginning
of period....................................... 1,325 7,982
------- -------
Cash and cash equivalents, end of period.......... $ 2,255 $ 7,714
======= =======
</TABLE>
The accompanying notes are an integral part
of these financial statements.
- 5 -
<PAGE>
CALGON CARBON CORPORATION
SELECTED NOTES TO FINANCIAL STATEMENTS
--------------------------------------
(Dollars in Thousands)
(Unaudited)
1. Inventories:
<TABLE>
<CAPTION>
March 31, 1999 December 31, 1998
---------------- -----------------
<S> <C> <C>
Raw materials $ 12,779 $12,943
Finished goods 46,783 44,873
-------- -------
$ 59,562 $57,816
======== =======
</TABLE>
2. Supplemental Cash Flow Information:
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1999 1998
------- -------
<S> <C> <C>
Cash paid during the period for:
Interest $ 1,242 $ 1,192
Income taxes, net of refunds $ 325 $ 1,382
======= =======
Bank debt:
Borrowings $ 4,363 $13,101
Repayments (1,952) (5,286)
------- -------
Net proceeds from borrowings $ 2,411 $ 7,815
======= =======
</TABLE>
3. Common stock dividends declared during both quarters ended March 31, 1999 and
1998 were $.08 per common share.
4. Comprehensive Income:
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1999 1998
--------- -------
<S> <C> <C>
Net income $ 2,594 $ 3,569
Other comprehensive (loss)
net of tax (benefit) of
($1,371) and ($409),
respectively (2,546) (760)
------- -------
Comprehensive income $ 48 $ 2,809
======= =======
</TABLE>
The only matter contributing to the other comprehensive losses was the currency
translation adjustment.
5. Segment Information:
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1999 1998
--------- ---------
<S> <C> <C>
Net Sales
Activated Carbon $65,190 $65,947
Engineered Systems 6,602 3,561
------- -------
$71,792 $69,508
======= =======
Income from operations before
amortization
Activated Carbon $ 5,200 $ 8,906
Engineered Systems 899 (980)
------- -------
6,099 7,926
Reconciling items
Amortization of intangibles and
organization costs (588) (601)
Interest income 12 34
Interest expense (1,134) (1,175)
Other expense - net (349) (431)
------- -------
Consolidated income before income
taxes and minority interest $ 4,040 $ 5,753
======= =======
</TABLE>
- 6 -
<PAGE>
Item 2. Management's Discussion and Analysis of Results of
- ------ --------------------------------------------------
Operations and Financial Condition
----------------------------------
This discussion should be read in connection with the information contained
in the Consolidated Financial Statements and Selected Notes to Financial
Statements.
Results of Operations
- ---------------------
Consolidated net sales for the three-month period ended March 31, 1999
increased $2.3 million, or 3.3%, versus the three months ended March 31, 1998.
Refer to the table below for sales detail by segments/products, markets and
geography for both periods. These amounts are in thousands of dollars:
<TABLE>
<CAPTION>
Three Months Ended March 31,
-----------------------------
1999 1998 %Change
-------- ------- --------
<S> <C> <C> <C>
Segments/Products
- -----------------
Activated Carbon Segment
Carbon $33,822 $36,416 - 7.1%
Service 23,102 21,222 + 8.9
Carbon Equipment 4,872 4,552 + 7.0
Charcoal and Liquid 3,394 3,757 - 9.7
------- ------- ------
65,190 65,947 - 1.1
------- ------- ------
Engineered Systems Segment
Advanced Oxidation Technologies 1,617 1,721 - 6.0
Advanced Separation Technologies 4,985 1,840 +170.9
------- ------- ------
6,602 3,561 + 85.4
------- ------- ------
TOTAL $71,792 $69,508 + 3.3%
======= ======= ======
Markets
- -------
Industrial
Food $11,845 $11,013 + 7.6%
Chemical/Pharmaceutical 6,377 5,289 + 20.6
Original Equipment
Manufacturer 12,678 13,524 - 6.3
Other 5,370 6,219 - 13.7
------- ------- ------
36,270 36,045 + 0.6
------- ------- ------
Environmental
Municipal 13,044 12,228 + 6.7
Industrial 19,084 17,478 + 9.2
------- ------- ------
32,128 29,706 + 8.2
------- ------- ------
Consumer 3,394 3,757 - 9.7
------- ------- ------
TOTAL $71,792 $69,508 + 3.3%
======= ======= ======
Geography
- ---------
United States $40,461 $37,449 + 8.0%
Europe 21,926 18,364 + 19.4
Other 9,405 13,695 - 31.3
------- ------- ------
TOTAL $71,792 $69,508 + 3.3%
======= ======= ======
</TABLE>
- 7 -
<PAGE>
The overall net sales were up nicely. Within the activated carbon segment,
sales of service and carbon equipment increased while revenues from carbon and
charcoal declined. These results included gains associated with foreign
exchange of $0.8 million due primarily to the weakening of the U.S. dollar
versus the Belgian franc, German deutsche mark and Japanese yen. The increase
within the engineered systems segment was associated with gains by the Advanced
Separation Technologies business. The decrease in sales of carbon products
included some price decreases but was primarily the result of the non-repeating
of initial fills in the Japanese municipal category and in the Asia oil and gas
refining market. Service sales increased worldwide, primarily in the
environmental industrial market. Carbon equipment sales increased in the United
States environmental municipal and industrial categories and in the
environmental municipal market in Europe. Sales were also strong in the Food
market. The increase in the Advanced Separation Technologies business, within
the Chemical/Pharmaceutical category, was due to new orders and the shifting of
resources, from warranty work on units in fabrication prior to the Company's
acquisition of this business, to current projects. The backlog has increased by
$3.8 million from December 31, 1998. New product sales (sales of products
introduced within the past 5 years), as a percentage of total sales, were 18%
during the quarter ended March 31, 1999 versus 10% for the three months ended
March 31, 1998.
Gross profit, before depreciation, as a percentage of net sales, for the three-
month period ended March 31, 1999 was 36.4% as compared to 41.0% for the three
months ended March 31, 1998. The decline in the activated carbon segment was
related to competitive pressure on pricing and reduced activated carbon sales
versus relatively fixed manufacturing costs. This decrease was partially offset
by an increase in the Advanced Separation Technologies category due to continued
cost control and improved project management practices. Both segments
benefitted from increases associated with cost reductions due to the 1998
restructuring of operations.
Depreciation and amortization expenses increased by $0.5 million primarily due
to depreciation associated with the Company's new business information system.
Combined, selling, general and administrative expenses and research and
development expenses, were down by $1.1 million in 1999 versus 1998. This
reduction was primarily the result of the 1998 restructuring of operations.
Research and development expenses, as a percentage of net sales, were 2.6% in
the quarter ended March 31, 1999 versus 2.8% in the three months ended March 31,
1998.
The effective tax rate for the three-month period ended March 31, 1999 was 36.0%
versus 37.4% for the three months ended March 31, 1998. This reduction was
related to higher utilization of foreign tax credits.
- 8 -
<PAGE>
Financial Condition
- -------------------
Working Capital and Liquidity
-----------------------------
Positive cash flow provided by operating activities was $4.9 million
for the three months ended March 31, 1999, primarily from net earnings before
non-cash charges of depreciation and amortization, which was offset by increased
investment in working capital.
The working capital increase was primarily due to increased inventory levels and
decreased payables and accruals. Inventories increased $1.7 million to $59.6
million due to slightly higher inventory within the activated carbon segment.
The Company expects to reduce its inventory levels during 1999. The new
information systems will allow better balance of product output with expected
sales activity. The Company's restructuring reserve decreased $0.7 million due
to cash outlays for employee severance costs and benefits in connection with the
1998 restructuring plan. Currently maturing debt and short-term borrowings
increased $2.5 million to $24.6 million at March 31, 1999. The net impact of
foreign currency translation decreased working capital by $1.8 million
reflecting spot foreign exchange rates at March 31, 1999 and December 31, 1998.
Total debt at March 31, 1999 was $95.5 million, an increase of $2.2 million,
primarily to support working capital changes. The Company's unused credit
availability at March 31, 1999 was $28.6 million under its two one-year United
States credit lines and 23.5 million deutsche mark ($12.9 million) from its
German credit facility. The Company expects to refinance or renew its short
term bank lines prior to their maturity in 1999.
The Company expects that cash from operating activities plus cash balances and
available external financing will be sufficient to meet its requirements.
- 9 -
<PAGE>
Status of Restructuring of Operations
- -------------------------------------
In the third quarter of 1998, the Company initiated a worldwide plan to reduce
costs and realign the organization structure. The implementation began in
September 1998 and is expected to be completed by mid 1999. With the exception
of the asset write offs, these restructuring charges required cash outlays.
This plan is expected to reduce costs by approximately $10 million on an
annualized basis when fully implemented. The number of planned employee
separations from this restructuring was 131. Separations through March 31, 1999
were 117.
During the fourth quarter of 1998, the Company concluded its 1994 restructuring
plan by transferring ownership of the Brilon Wald, Germany plant to the local
community. The plant was shut down in 1995.
The restructuring reserve activity for the three months ended March 31, 1999
was:
<TABLE>
<CAPTION>
Balance Balance
($000) 1-1-99 Payments Exchange 3-31-99
------- -------- -------- --------
<S> <C> <C> <C> <C>
1998 Plan
- ---------
Employee severance and
termination benefit
costs $ 4,393 $(667) $ - $ 3,726
Other costs 407 (31) - 376
------- ----- -------- --------
4,800 (698) - 4,102
1994 Plan
- ---------
Disposition costs
associated with the
closing of the Brilon
Wald, Germany Plant 109 (50) (5) 54
------- ----- -------- --------
$ 4,909 $(748) $(5) $ 4,156
======= ===== ======== ========
</TABLE>
The reserve balances are deemed adequate.
Capital Expenditures and Investments
- ------------------------------------
Capital expenditures for property, plant and equipment totaled $2.8 million
for the three-month period ended March 31, 1999 compared to expenditures of $5.8
million for the same period in 1998. The decrease was primarily due to a lower
level of expenditures associated with the new business information system.
Investment in the new business information systems accounted for $0.8 million of
the 1999 expenditures while domestic customer capital expenditures were $0.4
million and capacity and cost reduction related spending was $0.6 million in the
United States and $0.5 million in Europe. Total capital expenditures are
currently expected to be approximately $20.0 million for the year 1999.
- 10 -
<PAGE>
The purchase of business expenditures, for both periods, represents the
continuation of previously accrued cash expenditures for Advanced Separation
Technologies (a 1996 acquisition) project failures for projects completed before
the acquisition.
Year 2000
- ---------
The Company has continued to address the Year 2000 issues related to both
information technology and non-information technology aspects. The following
discussion is a description of activities, results and expectations on each of
these fronts.
General Comments
- ----------------
A task force was established in 1997 to identify all potential areas of
material risk and to make required modifications as they relate to business
computer systems, technical infrastructure, end user computing, suppliers,
customers and manufacturing systems.
Key suppliers of material, services and equipment have been surveyed regarding
their Year 2000 compliance and their responses are being analyzed. Sixty
percent of the surveys have been returned and of those, 89% indicate that they
are now compliant.
Further, all purchase orders for new software and/or hardware include a
statement, that by acceptance of the purchase order, the vendor is certifying
compliance.
Business contingency plans are being developed for all locations to mitigate
risks associated with potential loss of utilities, wide-area networks, etc.
These plans will be finalized by the third quarter of 1999.
Information Technology
- ----------------------
To ensure Year 2000 compliance, the Company is engaged in a program to
modernize and replace its computerized production control and management
information systems with SAP. SAP is an enterprise wide business system that
was installed to replace the previous legacy system. Although Year 2000
compliance is not the primary purpose of the program, the new system is
scheduled to be fully implemented, in the U.S. and Europe, by the second quarter
of 1999 and is expected to be Year 2000 ready. Final testing of SAP's Year 2000
compliance is scheduled to occur before May 31, 1999.
Included in the above activity is the replacement of the existing human resource
system. This task is expected to be completed during the second quarter of
1999. No known supplier issues are involved.
Year 2000 compliance audit of the Company's personal computers and related
software is complete. Results indicate that approximately 83% are compliant.
The majority of the non-compliant personal computers are scheduled to come off
lease in 1999 and will therefore be replaced via the Company's existing lease
program. The remainder will be remediated by June 30, 1999.
Additional costs for Year 2000 compliance are not expected to be material to the
operating results.
- 11 -
<PAGE>
Non-Information Technology
- --------------------------
The Company has established a task team to identify and resolve the
millennium date rollover issues in its manufacturing processes worldwide. This
focus is on process related technology and other devices with embedded
microprocessors which are used to control the manufacturing processes or operate
security, communication or building services. The initial phase of planning and
awareness was completed in early 1998. The inventory phase was completed during
the second quarter of 1998 for both the domestic and European manufacturing
facilities. The compliance status of all devices has been determined.
Approximately 95% of all devices are compliant. Detailed definition and
implementation of solutions is currently under way and will be completed by June
30, 1999. Necessary corrective actions have been determined for all of the non-
complying devices.
As projected, the first quarter of 1999 saw substantial progress on detailed
definition and solution of Year 2000 problems in the domestic and European
manufacturing facilities. The accuracy of the initial compliance assessment was
borne out in full scale tests at the Pearl River, Mississippi plant and in two
of the reactivation facilities at Feluy, Belgium. The "B" line at the Big
Sandy, Kentucky plant will be similarly tested during the second quarter of
1999, and the remaining lines in subsequent months. Based on the similarity of
Big Sandy equipment to that at Pearl River, no significant problems are foreseen
in the Big Sandy tests. Testing is scheduled to begin at Neville Island,
Pennsylvania in May, 1999.
The Grays and Carbon Cloth production facilities in the United Kingdom have been
determined to be Year 2000 compliant. Costs for hardware/software for these
plants were below the budgeted values. Upgrades to control software at the
Bodenfelde, Germany plant are underway with costs projecting slightly above
budget. Overall, costs for bringing the European manufacturing operations into
compliance will be below budget.
The costs to address the Company's Year 2000 issues in manufacturing have been
estimated in the range of $0.5 million to $0.8 million. Costs through March 31,
1999 total about $0.4 million. Based on expenditures to date and full scale
test results, it appears that the total cost will be within the estimated range.
These expense items include third party consultant fees and costs to upgrade or
replace non-compliant devices. None of the components of the estimate were
contemplated for reasons other than Year 2000 readiness.
The task team is making efforts to ensure that all devices will be Year 2000
ready, however, since the assessment process is still under way, it is not
possible to guarantee the results at this point. It is expected that all
manufacturing operations will be ready and operable. However, if a significant
uncertainty arises at any time, a plan will be developed in the third quarter of
1999 to focus efforts on those devices critical to operation of the production
process(es). Devices that are informational only or non-critical to operation
will then be deferred until the operability of the process(es) is ensured.
The Company anticipates that the most likely worst case Year 2000 scenario,
if one were to occur, would be the inability of third party suppliers such as
utility providers, telecommunication companies and other critical suppliers to
continue providing their products and services. This possible scenario could
pose the most significant threat to the
- 12 -
<PAGE>
operation of the Company's facilities along with associated environmental and
potential financial consequences. If this would occur, new suppliers would be
contacted immediately.
Discussion of the Company's efforts and management's expectations relating
to Year 2000 compliance are forward-looking statements. The Company's ability
to achieve Year 2000 compliance and the level of incremental costs associated
with compliance could be adversely impacted by, among other matters, the
availability and cost of programming and testing resources, vendors' ability to
modify software and unanticipated problems identified in the ongoing compliance
review. The Company has little or no control over the actions of the
proprietary software vendors and other entities with which it interacts.
Therefore, Year 2000 compliance problems experienced by these entities could
adversely affect the operating results of the Company.
New Accounting Pronouncements
- -----------------------------
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" which establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, (collectively referred to as derivatives) and for hedging
activities. It requires that an entity recognize all derivatives as either
assets or liabilities in the statement of financial position and measure those
instruments at fair value. Changes in fair value of the recognized asset or
liability are recognized in earnings in the period of change together with the
offsetting loss or gain on the hedged item attributable to the risk being
hedged. This pronouncement is required to be adopted in periods of fiscal years
beginning after June 15, 1999. Adoption of this statement would have no impact
on the current year financial statements or results; however, it could impact
future periods if derivative instruments are used to manage the risks of the
Company.
- 13 -
<PAGE>
PART II - OTHER INFORMATION
---------------------------
Item 4. Submission of Matters to a Vote of Security Holders
- ------ ---------------------------------------------------
None
Item 5. Other Information
- ------ -----------------
Change to the By-laws of the Registrant
At a meeting on April 20, 1999, the Board of Directors of the Company
approved the addition of new section 1.08 to Article I of the By-laws
of the Company. The new section of the By-laws requires that any
stockholder of the Company intending to present a nomination of
persons for election to the Board of Directors of the Company or a
proposal for action by the stockholders at an annual or special
meeting must give written notice of the proposal, containing
specified information, to the Secretary of the Company not later than
the notice deadline established under the new section of the By-laws.
The notice deadline will generally be 60 days prior to the
anniversary date of the Company's proxy statement for the previous
year's annual meeting. For the 2000 annual meeting, this notice
deadline will be January 18, 2000. Compliance with the notice
requirements of the new section of the By-laws will be required in
order for a nomination or stockholder proposal to be presented for a
stockholder vote at an annual or special meeting.
The new section of the By-laws also provides that nominations of
persons for election to the Board of Directors will exclusively be
made by the Board or a Committee appointed by the Board. The
Corporate Governance Committee of the Company has been appointed by
the Board to make such nomination and will consider candidates
proposed by stockholders who meet the notice and information
requirements specified in new Section 1.08 of the By-laws.
The new section of the By-laws will not affect any rights of a
stockholder to request inclusion of a proposal in the Company's proxy
statement pursuant to Securities and Exchange Commission Rule 14a-8
or to present for action at an annual meeting any proposal so
included. Rule 14a-8 requires that notice of stockholder proposals
requested to be included in the Company's proxy materials pursuant to
that Rule must generally be furnished to the Company not later than
120 days prior to the anniversary date of the Company's proxy
statement for the previous year's annual meeting. For the 2000
annual meeting, the Rule 14a-8 notice deadline is November 18, 1999.
Item 6. Exhibits and Reports on Form 8-K
- ------ --------------------------------
(d) Exhibits
3(ii) Amended and Restated By-laws of the Registrant
(e) Reports on Form 8-K
There were no reports on Form 8-K filed for the quarter ended March
31, 1999.
- 14 -
<PAGE>
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.
CALGON CARBON CORPORATION
-------------------------
(REGISTRANT)
Date: May 13, 1999 By /s/Clarence J. Kenney
---------------------------------
Clarence J. Kenney
Interim Chief Financial Officer
- 15 -
<PAGE>
Exhibit 3(ii)
AMENDED AND RESTATED
BY-LAWS
OF
CALGON CARBON CORPORATION
A Delaware Corporation
(as amended and restated through April 20, 1999)
<PAGE>
INDEX
-----
BY-LAWS
-------
ARTICLE Page
- ------- ----
I. STOCKHOLDERS
1.01 Annual Meetings........................ 4
1.02 Special Meetings....................... 4
1.03 Notice of Annual and Special Meetings.. 4
1.04 Quorum................................. 5
1.05 Voting................................. 5
1.06 Procedure at Stockholder's Meetings.... 6
1.07 Action Without Meeting................. 6
1.08 Notice of Stockholder Business
and Nominations........................ 6
II. DIRECTORS
2.01 Number, Election and Term of Office.... 10
2.02 Annual Meetings........................ 10
2.03 Regular Meetings....................... 10
2.04 Special Meetings....................... 11
2.05 Notice of Annual and Special Meetings.. 11
2.06 Quorum and Manner of Acting............ 11
2.07 Action Without Meeting................. 12
2.08 Participation by Conference Telephone.. 12
2.09 Resignations........................... 12
2.10 Removal of Directors................... 12
2.11 Vacancies.............................. 13
2.12 Compensation of Directors.............. 13
2.13 Committees............................. 13
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<PAGE>
III. OFFICERS AND EMPLOYEES
3.01 Executive Officers....................... 14
3.02 Additional Officers; Other Agents and
Employees................................ 14
3.03 The Chairman............................. 14
3.04 The President............................ 14
3.05 The Vice Presidents...................... 15
3.06 The Secretary and Assistant Secretaries.. 15
3.07 The Treasurer and Assistant Treasurers... 15
3.08 Vacancies................................ 16
3.09 Delegation of Duties..................... 16
IV. SHARES OF CAPITAL STOCK
4.01 Share Certificates....................... 16
4.02 Transfer of Shares....................... 17
4.03 Transfer Agents and Registrars........... 17
4.04 Lost, Stolen, Destroyed or Mutilated
Certificates............................. 17
4.05 Regulations Relating to Shares........... 18
4.06 Holders of Record........................ 18
4.07 Fixing of Record Date.................... 18
V. LOANS, NOTES, CHECKS, CONTRACTS AND OTHER INSTRUMENTS
5.01 Notes, Checks, etc....................... 18
5.02 Execution of Instruments Generally....... 19
5.03 Proxies in Respect of Stock or Other
Securities of Other Corporations......... 19
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VI. GENERAL PROVISIONS
6.01 Offices.................................. 19
6.02 Corporate Seal........................... 20
6.03 Fiscal Year.............................. 20
VII. VALIDATION OF CERTAIN CONTRACTS
7.01 ......................................... 20
VIII. INDEMNIFICATION OF DIRECTORS AND OFFICERS
8.01 ......................................... 21
IX. AMENDMENTS
9.01 ......................................... 22
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<PAGE>
BY-LAWS
Of
CALGON CARBON CORPORATION
ARTICLE I
STOCKHOLDERS
Section 1.01. Annual Meetings. Annual meetings of the stockholders
------------- ---------------
shall be held at such place, either within or without the State of Delaware, and
at such time and date as the Board of Directors shall determine and as set forth
in the notice of the meeting.
Section 1.02. Special Meetings. Special meetings of the stockholders
------------ ----------------
may be called at any time, for the purpose or purposes set forth in the call, by
the President or the Board of Directors by delivering a written request to the
Secretary. At any time, upon the written request of any person or person who
have duly called a special meeting, it shall be the duty of the Secretary to fix
the date of the meeting, to be held not more than 75 days after receipt of the
request, and to give due notice thereof. Special meetings shall be held at such
place, either within or without the State of Delaware, and at such time and date
as the Board of Directors shall determine and as set forth in the notice of the
meeting.
Section 1.03. Notice of Annual and Special Meetings. Except as
------------ -------------------------------------
otherwise expressly required by law, notice of each meeting of stockholders,
whether annual or special, shall be given at least 10 or not more than 60 days
prior to the date on which the meeting is to be held to each stockholder of
record entitled to vote thereat by delivery of a notice thereof to him
personally or by sending a copy thereof through the mail or by telegram, charges
prepaid, to his address appearing on the records of the Corporation. Each such
notice shall specify the place, day and hour of the meeting and, in the case of
a special meeting, shall briefly state the purpose or purposes for which the
meeting is called. A written waiver of notice, signed by the person or persons
entitled to such notice, whether before or after the date and time fixed for the
meeting shall be deemed the person or persons entitled to such notice, whether
before or after the date and time fixed for the meeting shall be deemed the
equivalent of such notice. Neither the business to be transacted at nor the
purpose of the meeting need be specified in a waiver of notice of such meeting.
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<PAGE>
Section 1.04. Quorum. A stockholders' meeting duly called shall not
------------ ------
be organized for the transaction of business unless a quorum is present. At any
meeting the presence in person or by proxy of stockholders entitled to cast at
least a majority of the votes which all stockholders are entitled to cast on the
particular matter shall constitute a quorum for the purpose of considering such
matter, except as otherwise expressly provided by law or by the Certificate of
Incorporation or By-Laws of the Corporation. The stockholders present at a duly
organized meeting can continue to do business until adjournment, notwithstanding
the withdrawal of enough stockholders to leave less than a quorum. If a meeting
cannot be organized because a quorum has not attended, those present may adjourn
the meeting from time to time to such time (not more than 30 days after the next
previous adjourned meeting) and place as they may determine, without notice
other than by announcement at the meeting of the time and place of the adjourned
meeting; and in the case of any meeting called for the election of directors,
those who attend the second of such adjourned meetings, although entitled to
cast less than a majority of the votes entitled to be case on any matter to be
considered at the meeting, shall nevertheless constitute a quorum for the
purpose of electing directors.
Section 1.05. Voting. At every meeting of stockholders, each holder
------------ ------
of record of issued and outstanding stock of the Corporation entitled to vote at
such meeting shall be entitled to vote in person or by proxy and, except where a
date has been fixed as the record date for the determination of stockholders
entitled to notice of or to vote at such meeting, no holder of record of a share
of stock which has been transferred on the books of the Corporation within 10
days next preceding the date of such meeting shall be entitled to notice of or
to vote at such meeting in respect of such share so transferred. Resolutions of
the stockholders shall be adopted, and any action of the stockholders at a
meeting upon any matter shall be taken and be valid, only if at least a majority
of the votes cast with respect to such resolutions or matter are cast in favor
thereof, except as otherwise expressly provided by law or by the Certificate of
Incorporation or By-Laws of the Corporation. The Chairman of the Board (if one
has been elected and is present) shall be chairman, and the Secretary (if
present) shall act as secretary, at all meetings of the stockholders. In the
absence of the Chairman of the Board, the President shall be chairman and in the
absence of both of them, the chairman shall be designated by the Board of
Directors; and in the absence of the Secretary, an Assistant Secretary shall act
as secretary of the meeting.
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<PAGE>
Section 1.06. Procedure at Stockholders' Meetings. The organization
------------ -----------------------------------
of each meeting of the stockholders, the order of business thereat and all
matters relating to the manner of conducting the meetings shall be determined by
the chairman in accordance with such regulations, if any, as may from time to
time be prescribed by the Board of Directors.
Section 1.07. Action Without Meeting. Unless otherwise provided by
------------ ----------------------
the Certificate of Incorporation, any action required to be taken at any annual
or special meeting of stockholders, or any action which may be taken at any
annual or special meeting, may be taken without a meeting, without prior notice
and without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted, and such written consent is filed with the minutes of the corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing.
Section 1.08. Notice of Stockholder Business and Nominations.
------------- ----------------------------------------------
(A) Annual Meetings of Stockholders.
(1) Nominations of persons for election to the Board of Directors of
the Corporation and the proposal of business to be considered by the
stockholders at an annual meeting of stockholders must be (a) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board of Directors (including by a Committee appointed by the Board of
Directors), (b) otherwise properly brought before the meeting by or at the
direction of the Board of Directors (including by a Committee appointed by the
Board of Directors), or (c) otherwise properly brought before the meeting by a
stockholder of the Corporation who was a stockholder of record at the time of
giving of notice provided for in this Section 1.08(A), who is entitled to vote
at the meeting and who complied with the notice procedures set forth in this
Section 1.08(A). Nominations of persons for election to the Board of Directors
of the Corporation shall exclusively be made by the Board (or a Committee
thereof appointed by the Board, including
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<PAGE>
the Corporate Governance Committee), which will consider nominations properly
made by stockholders in accordance with the procedures of Section 1.08(A) below.
(2) For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to paragraph (A)(1) of this Section
1.08, the stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation and such other business must be a proper matter for
stockholder action. To be timely, a stockholder's notice shall be delivered to
the Secretary at the principal executive offices of the Corporation not later
than the close of business on the 60th day nor earlier than the close of
business on the 120th day prior to the first anniversary of the date of the
preceding year's proxy statement for the annual meeting; provided, however, that
-------- -------
in the event that the date of the annual meeting is more than 30 days before or
more than 60 days after the first anniversary of the preceding year's annual
meeting, notice by the stockholder to be timely must be so delivered not earlier
than the close of business on the 120th day prior to such annual meeting and not
later than the close of business on the later of the 90th day prior to such
annual meeting or the 10th day following the day on which public announcement of
the date of such meeting is first made. In no event shall the public
announcement of an adjournment of an annual meeting commence a new time period
for the giving of a stockholder's notice as described above. Such stockholder's
notice shall set forth (a) as to each person whom the stockholder proposes to
nominate for election or reelection as a director all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors in an election contest, or is otherwise required, in each
case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act",) and Rule 14a-11 thereunder (including such
person's written consent to being named in the proxy statement as a nominee and
to serving as a director if elected), along with a description of all
arrangements or understandings between the stockholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholders; (b) as to any
other business that the stockholder proposes to bring before the meeting, a
brief description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in
such business of such stockholder and the beneficial owner, if any, on whose
behalf the proposal is made; (c) a representation that the stockholder
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<PAGE>
intends to appear in person or by proxy at the meeting to nominate the person or
persons or raise the proposal specified in the notice; and (d) as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (i) the name and address of such stockholder,
as they appear on the Corporation's books, and of such beneficial owner and (ii)
the class and number of shares of the Corporation which are owned beneficially
and of record by such stockholder and such beneficial owner.
(3) Notwithstanding anything in the second sentence of paragraph
(A)(2) of this By-Law to the contrary, but subject to Section 2.11 of the By-
Laws, in the event that the number of directors to be elected to the Board of
Directors of the Corporation is increased and there is no public announcement
naming all of the nominees for director or specifying the size of the increased
Board of Directors made by the Corporation at least 70 days prior to the first
anniversary of the date of the preceding year's proxy statement for the annual
meeting, a stockholder's notice required by this Section 1.08(A) shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the 10th day following the day on which such public announcement is
first made by the Corporation.
(B) Special Meetings of Stockholders. Only such business shall be
--------------------------------
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting. Nominations of
persons for election to the Board of Directors at a special meeting of
stockholders at which directors are to be elected pursuant to the Corporation's
notice of meeting must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors
(including by a Committee appointed by the Board of Directors), (b) otherwise
properly brought before the meeting by or at the direction of the Board of
Directors(including by a Committee appointed by the Board of Directors), or (c)
otherwise properly brought before the meeting by a stockholder of the
Corporation who was a stockholder of record at the time of giving of notice
provided for in this Section 1.08(B), who is entitled to vote at the meeting and
who complied with the notice procedures set forth in this Section 1.08(B).
Nominations of persons for election to the Board of Directors of the Corporation
shall exclusively be made by the Board (or a Committee thereof appointed by the
Board, including the
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<PAGE>
Corporate Governance Committee), which will consider nominations properly made
by stockholders in accordance with the procedures of Section 1.08(B) below. In
the event the Corporation calls a special meeting of stockholders for the
purpose of electing one or more directors to the Board of Directors, any such
stockholder may propose for nomination a person or persons (as the case may be),
for election to such position(s) as specified in the Corporation's notice of
meeting, if the stockholder's notice required by paragraph (A)(2) of this
Section 1.08 shall be delivered to the Secretary at the principal executive
offices of the Corporation not earlier than the close of business on the 120th
day prior to such special meeting and not later than the close of business on
the later of the 90th day prior to such special meeting or the 10th day
following the day on which public announcement is first made of the date of the
special meeting. In no event shall the public announcement of an adjournment of
a special meeting commence a new time period for the giving of a stockholder's
notice as described above.
(C) General.
-------
(1) Only such persons who are nominated by the Board of Directors or a
Committee of the Board in accordance with the procedures set forth in this
Section 1.08 shall be eligible to serve as directors and only such business
shall be conducted at a meeting of stockholders as shall have been brought
before the meeting in accordance with the procedures set forth in this Section
1.08. Except as otherwise provided by law, the Chairman of the meeting shall
have the power and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made, or proposed, as the case may
be, in accordance with the procedures set forth in this Section 1.08 and, if any
proposed nomination or business is not in compliance with this Section 1.08, to
declare that such defective proposal or nomination shall be disregarded.
(2) For purposes of this Section 1.08, "public announcement" shall
mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.
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<PAGE>
(3) Notwithstanding the foregoing provisions of this Section 1.08, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Section 1.08. Nothing in this Section 1.08 shall be deemed to
affect any rights of (i) stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or
(ii) the holders of any series of Preferred Stock to elect directors under
specified circumstances.
ARTICLE II
DIRECTORS
Section 2.01. Number, Election and Term of Office. The number of
------------- -----------------------------------
directors which shall constitute the full Board of Directors shall be determined
by resolution of the board of directors or of the stockholders. The directors
shall be classified with respect to their terms of office into three classes,
each of which shall consist as nearly as possible of one-third of the total
number of directors. The term of office of one class of directors shall expire
at each annual meeting of the shareholders, so that at each such meeting the
successors to the directors of the class whose term expires at such meeting
shall be elected to hold office for a term of three years. If the number of
directors is increased, the board of directors shall assign the additional
directorships so created among the classes of directors. Each director shall
hold office for the term for which he is elected and thereafter until his
successor is duly elected or until his prior death, resignation or removal.
Directors need not be stockholders. Directors shall be nominated as set forth
in Section 1.08.
Section 2.02. Annual Meeting. Annual Meetings of the Board of
------------ --------------
Directors shall be held each year at the same place as and immediately after the
annual meeting of stockholders, or at such other place and time as shall
theretofore have been determined by the Board. At its regular annual meeting,
the Board of Directors shall organize itself and elect the officers of the
Corporation for the ensuing year, and may transact any other business.
Section 2.03. Regular Meetings. Regular meetings of the Board of
------------ ----------------
Directors may be held at such intervals and at such time and place as shall from
time to time be determined by the Board. After there has been such
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<PAGE>
determination and notice thereof has been once given to each person then a
member of the Board of Directors, regular meetings may be held at such intervals
and time and place without further notice being given.
Section 2.04. Special Meetings. Special meetings of the Board of
------------ ----------------
Directors may be called at any time by the Board, by the Chairman of the Board,
by the President or by any two directors to be held on such day and at such time
and place as shall be specified by the person or persons calling the meeting.
Section 2.05. Notice of Annual and Special Meetings. Except as
------------ -------------------------------------
otherwise expressly required by law, notice of the annual meeting of the Board
of Directors need not be given. Except as otherwise expressly required by law,
notice of every special meeting of the Board of Directors specifying the place,
date and time thereof shall be given to each director either by being mailed on
at least the third day prior to the date of the meeting or by being sent by
telegraph or given personally or by telephone at least 24 hours prior to the
time of the meeting. A written waiver of notice of a special meeting, signed by
the person or persons entitled to such notice, whether before or after the date
and time stated therein fixed for the meeting, shall be deemed the equivalent of
such notice, and attendance of a director at a meeting shall constitute a waiver
of notice of such meeting except when the director attends the meeting for the
express purpose of objecting, when he enters the meeting, to the transaction of
any business because the meeting is not lawfully called or convened.
Section 2.06. Quorum and Manner of Acting. At all meetings of the
------------ ---------------------------
Board of Directors, except as otherwise expressly provided by law or by the
Certificate of Incorporation or By-Laws of the Corporation, the presence of a
majority of the full Board shall be necessary and sufficient to constitute a
quorum for the transaction of business. If a quorum is not present at any
meeting, the meeting may be adjourned from time to time by a majority of the
directors present until a quorum as aforesaid shall be present, but notice of
the time and place to which such a meeting is adjourned shall be given to any
directors not present either by being sent by telegraph or given personally or
by telephone at least 24 hours prior to the date of reconvening. Resolutions of
the Board of Directors shall be adopted, and any action of the Board at a
meeting upon any matter shall be taken and be valid, only with the affirmative
vote of at least a majority of the directors present at the meeting, except as
otherwise provided herein.
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<PAGE>
The Chairman of the Board (if one has been elected and is present) shall be
chairman, and the Secretary (if present) shall act as secretary, at all meetings
of the Board. In the absence of the Chairman of the Board, the President shall
be chairman, and in the absence of both of them the directors present shall
select a member of the Board of Directors to be chairman; and in the absence of
the Secretary, the chairman of the meeting shall designate any person to act as
secretary of the meeting.
Section 2.07. Action Without Meeting. Any action required or
------------ ----------------------
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if a consent in writing,
setting forth the actions so taken, shall be signed by all members of the Board
or such committees, as the case may be, and such written consent is filed with
the minutes of proceedings of the Board or committee.
Section 2.08. Participation by Conference Telephone. Members of the
------------ -------------------------------------
Board of Directors of the Corporation, or any committee designated by the Board,
may participate in a meeting of the Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
by such means shall constitute presence in person at such meeting.
Section 2.09. Resignations. A director may resign by submitting his
------------ ------------
written resignation to the Chairman of the Board (if one has been elected) or
the Secretary. Unless otherwise specified therein, the resignation of a
director need not be accepted to make it effective and shall be effective
immediately upon its receipt by such officer or as otherwise specified therein.
If the resignation of a director specifies that it shall be effective at some
time later than receipt, until the time the resigning director shall be
competent to act on all matters before the Board of Directors, including filling
the vacancy caused by such resignation.
Section 2.10. Removal of Directors. The entire Board of Directors or
------------ --------------------
any individual director may be removed at any time (a) for cause by the vote of
stockholders entitled to cast at least a majority of the votes which all
stockholders would then be entitled to cast at a regular annual election of
directors, and (b) without cause by the
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<PAGE>
vote of stockholders then entitled to cast at least 75% of such votes, in either
case given at a special meeting of the stockholders called for the purpose,
whether or not the corporation's stockholders are then entitled to vote
cumulatively in the election of directors. The vacancy or vacancies caused in
the Board of Directors by such removal may but need not be filled by the
stockholders at such meeting.
Section 2.11. Vacancies. Any vacancy that shall occur in the Board
------------ ---------
of Directors by reason of death, resignation, disqualification, removal,
increase in the number of directors or any other cause whatever shall, unless
filled as provided in Section 2.10 of this Article II, be filled by a majority
of the remaining numbers of the Board of Directors, whether or not a quorum, and
each person so elected shall be a director until his successor is elected by the
stockholders at a meeting called for the purpose of electing directors, or until
his prior death, resignation or removal. The term of office of any person
elected a director pursuant to this Section 2.11 shall expire at the next
succeeding annual meeting of the stockholders regardless of the class to which
such directorship is assigned pursuant to Section 2.01 and at such annual
meeting the stockholders shall elect a director to fill such directorship until
the expiration of the remaining term of office of directors of that class.
Section 2.12. Compensation of Directors. The Corporation may allow
------------ -------------------------
compensation to its directors for their services, as determined from time to
time by resolution adopted by the Board of Directors.
Section 2.13. Committees. The Board of Directors may, by resolution
------------ ----------
adopted by a majority of the full Board, designate one or more committees
consisting of directors to have and exercise such authority of the Board in the
management of the business and affairs of the Corporation as the resolution of
the Board creating such committee may specify and as is otherwise permitted by
law. The Board of Directors may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee. In the absence or disqualification of any member
of such committee or committees, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another director to act at the meeting in the
place of such absent or disqualified member.
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<PAGE>
ARTICLE III
OFFICERS AND EMPLOYEES
Section 3.01. Executive Officers. The Executive Officers of the
------------- ------------------
Corporation shall be the President, a Secretary and a Treasurer, and may include
a Chairman of the Board and one or more Vice Presidents as the Board of
Directors may from time to time determine, all of whom shall be elected by the
Board of Directors. Any two or more offices may be held by the same person.
Each Executive Officer shall hold office until the next succeeding annual
meeting of the Board of Directors and thereafter until his successor is duly
elected and qualifies, or until his earlier death, resignation or removal.
Section 3.02. Additional Officers; Other Agents and Employees. The
------------ -----------------------------------------------
Board of Directors may from time to time appoint or hire such additional
officers, assistant officers, agents, employees and independent contractors as
the Board deems advisable; and the Board or the President shall prescribe their
duties, conditions of employment and compensation. Subject to the power of the
Board of Directors, the President may employ from time to time such other
agents, employees, and independent contractors as he may deem advisable for the
prompt and orderly transaction of the business of the Corporation, and he may
prescribe their duties and the conditions of their employment, fix their
compensation and dismiss them, without prejudice to their contract rights, if
any.
Section 3.03. The Chairman. If there shall be a Chairman of the
------------ ------------
Board, he shall be elected from among the directors, shall preside at all
meetings of the stockholders and of the Board, and shall have such other powers
and duties as from time to time may be prescribed by the Board.
Section 3.04. The President. The President shall be the chief
------------ -------------
executive officer of the Corporation. Subject to the control of the Board of
Directors, the President shall have general policy supervision of and general
management and executive powers over all the property, business, operations and
affairs of the Corporation, and shall see that the policies and programs adopted
or approved by the Board are carried out. The President shall exercise such
further powers and duties as from time to time may be prescribed in these By-
Laws or by the Board of Directors.
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<PAGE>
Section 3.05. The Vice Presidents. The Vice Presidents may be given
------------ -------------------
by resolution of the Board of Directors general executive powers, subject to the
control of the President, concerning one or more or all segments of the
operations of the Corporation. The Vice Presidents shall exercise such further
powers and duties as from time to time may be prescribed in these By-Laws or by
the Board of Directors or by the President. At the request of the President or
in his absence or disability, the senior Vice President shall exercise all the
powers and duties of the President.
Section 3.06. The Secretary and Assistant Secretaries. It shall be
------------ ---------------------------------------
the duty of the Secretary (a) to keep or cause to be kept an original or
duplicate record of the proceedings of the stockholders and the Board of
Directors, and a copy of the Certificate of Incorporation and of the By-Laws;
(b) to attend to the giving of notices of the Corporation as may be required by
law or these By-Laws; (c) to be custodian of the corporate records and of the
seal of the Corporation and see that the seal is affixed to such documents as
may be necessary or advisable; (d) to have charge of the stock books of the
Corporation, and a share register, giving the names of the stockholders in
alphabetical order, and showing their respective addresses, the number and
classes of shares held by each, the number and date of certificates issued for
the shares, and the date of cancellation of every certificate surrendered for
cancellation; and (e) to exercise all powers and duties incident to the office
of Secretary, and such other powers and duties as may be prescribed by the Board
of Directors or by the President from time to time. The Secretary by virtue of
his office shall be an Assistant Treasurer. The Assistant Secretaries shall
assist the Secretary in the performance of his duties and shall also exercise
such further powers and duties as from time to time may be assigned to them by
the Board of Directors, the President or the Secretary. As the direction of the
Secretary or in his absence or disability, an Assistant Secretary shall perform
the duties of the Secretary.
Section 3.07. The Treasurer and Assistant Treasurers. The Treasurer
------------ --------------------------------------
shall have custody of all the funds and securities of the Corporation. He shall
collect all moneys due the Corporation and deposit such moneys to the credit of
the Corporation in such banks, trust companies, or other depositories as may
have been duly designated by the Board of Directors. He shall endorse for
collection on behalf of the Corporation, checks, notes, drafts and other
documents, and may sign and deliver receipts, vouchers and releases of liens
evidencing payments made to the
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<PAGE>
Corporation. Subject to Section 5.01 of these By-Laws, he shall cause to be
disbursed the funds of the Corporation by payment in cash or by checks or drafts
upon the authorized depositories of the Corporation. He shall have charge of
the books and accounts of the Corporation. He shall perform all acts incident
to the office of Treasurer and such other duties as may be assigned to him by
the Board of Directors. The Treasurer by virtue of his office shall be an
Assistant Secretary. The Assistant Treasurers shall assist the Treasurer in the
performance of his duties and shall also exercise such further powers and duties
as from time to time may be assigned to them by the Board of Directors, the
President or the Treasurer. At the direction of the Treasurer or in his absence
or disability, an Assistant Treasurer shall perform the duties of the Treasurer.
Section 3.08. Vacancies. Vacancy in any office or position by reason
------------ ---------
of death, resignation, removal, disqualification, disability or other cause,
shall be filled in the manner provided in this Article III for regular election
or appointment to such office.
Section 3.09. Delegation of Duties. The Board of Directors may in
------------ --------------------
its discretion delegate for the time being the powers and duties, or any of
them, of any officer to any other person whom it may select.
ARTICLE IV
SHARES OF CAPITAL STOCK
-----------------------
Section 4.01. Share Certificates. Every holder of stock in the
------------ ------------------
Corporation shall be entitled to a certificate or certificates, to be in such
form as the Board of Directors may from time to time prescribe, signed by the
Chairman of the Board, the President or any Vice President and by the Treasurer
or any Assistant Treasurer or the Secretary or any Assistant Secretary. The
signatures of such officers may be facsimile. Each such certificate shall set
forth the name of the registered holder thereof, the number and class of shares
and the designation of the series, if any, which the certificate represents. The
Board of Directors may, if it so determines, direct that certificates for shares
of stock of the Corporation be signed by a transfer agent or registered by a
registrar or both, in which case such certificates shall not be valid until so
signed or registered.
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<PAGE>
In case any officer of the Corporation who shall have signed, or whose
facsimile signature shall have been used on, any certificate for shares of stock
of the Corporation shall cease to be such officer, whether because of death,
resignation, removal or otherwise, before such certificate shall have been
delivered by the Corporation, such certificate shall nevertheless be deemed to
have been adopted by the Corporation and may be issued and delivered as though
the person who signed such certificate or whose facsimile signature shall have
been used thereon had not ceased to be such officer.
Section 4.02. Transfer of Shares. Transfers of shares of stock of
------------ ------------------
the Corporation shall be made only on the books of the Corporation by the
registered holder thereof or by his attorney thereunto authorized by an
instrument duly executed and filed with the Corporation, and on surrender of the
certificate or certificates for such shares properly endorsed or accompanied by
properly executed stock powers and evidence of the payment of all taxes imposed
upon such transfer. Except as provided in Section 4.04 of this Article IV,
every certificate surrendered for transfer shall be cancelled and no new
certificate or certificates shall be issued in exchange for any existing
certificate until such existing certificate shall have been so cancelled.
Section 4.03. Transfer Agents and Registrars. The Board of Directors
------------ ------------------------------
may appoint any one or more qualified banks, trust companies or other
corporations organized under any law of any state of the United States or under
the laws of the United States as agent or agents for the Corporation in the
transfer of the stock of the Corporation and likewise may appoint any one or
more such qualified banks, trust companies or other corporations as registrar or
registrars of the stock of the Corporation.
Section 4.04. Lost, Stolen, Destroyed or Mutilated Certificates. New
------------ -------------------------------------------------
certificates for shares of stock may be issued to replace certificates lost,
stolen, destroyed or mutilated upon such terms and conditions, which may but
need not include the giving of a satisfactory bond or other indemnity, as the
Board of Directors may from time to time determine.
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<PAGE>
Section 4.05. Regulations Relating to Shares. The Board of Directors
------------ ------------------------------
shall have power and authority to make such rules and regulations not
inconsistent with these By-Laws or with law as it may deem expedient concerning
the issue, transfer and registration of certificates representing shares of
stock of the Corporation.
Section 4.06. Holders of Record. The Corporation shall be entitled
------------ -----------------
to treat the holder of record of any share or shares of stock as the holder and
owner in fact thereof and shall not be bound to recognize any equitable or other
claim to or interest in such shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise expressly
provided by the laws of the State of Delaware.
Section 4.07. Fixing of Record Date. The Board of Directors may fix
------------ ---------------------
a time, not less than 10 or more than 60 days prior to the date of any meeting
of stockholders, or the date fixed for the payment of any dividend or
distribution, or the date for the allotment of rights, or the date when any
change or conversion or exchange of shares will be made or go into effect, as a
record date for the determination of the stockholders entitled to notice of, or
to vote at, any such meeting, or entitled to receive payment of any such
dividend or distribution, or to receive any such allotment of rights, or to
exercise the rights in respect to any such change, conversion or exchange of
shares. In such case, only such stockholders as shall be stockholders of record
on the date so fixed shall be entitled to notice of, or to vote at, such meeting
or to receive payment of such dividend, or to receive such allotment of rights,
or to exercise such rights, as the case may be, notwithstanding any transfer of
any shares on the books of the Corporation after any record date fixed as
aforesaid.
ARTICLE V
LOANS, NOTES, CHECKS, CONTRACTS AND OTHER INSTRUMENTS
Section 5.01. Notes, Checks, etc. All notes, drafts, acceptance,
------------ -------------------
checks, endorsements (other than for deposit) and all evidences of indebtedness
of the Corporation whatsoever shall be signed by the President, or shall be
signed by such officers or agents and shall be subject to such requirements as
to countersignature or other conditions as the Board of Directors from time to
time may designate. Facsimile signatures on checks may be used
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<PAGE>
unless prohibited by the Board of Directors.
Section 5.02. Execution of Instruments Generally. Except as provided
------------ ----------------------------------
in Section 5.01 of this Article V, all contracts and other instruments requiring
execution by the Corporation may be executed and delivered by the President, any
Vice President or the Treasurer, and authority to sign any such contracts or
instruments, which may be general or confined to specific instances, may be
conferred by the Board of Directors upon any other person or persons. Any
person having authority to sign on behalf of the Corporation may delegate, from
time to time, by instrument in writing, all or any part of such authority to any
person or persons if authorized so to do by the Board of Directors.
Section 5.03. Proxies in Respect of Stock or Other Securities of
------------ --------------------------------------------------
Other Corporations. Unless otherwise provided by the Board of Directors, the
- ------------------
President may from time to time appoint an attorney or attorneys or an agent or
agents of the Corporation to exercise in the name and on behalf of the
Corporation the powers and rights which the Corporation may have as the holder
of stock or other securities in any other corporation to vote or consent in
respect of such stock or other securities, may instruct the person or persons so
appointed as to the manner of exercising such powers and rights and may execute
or cause to be executed in the name and on behalf of the Corporation and under
its corporate seal or otherwise all such written proxies or other instruments as
he may deem necessary or proper in order that the Corporation may exercise its
said powers and rights.
ARTICLE VI
GENERAL PROVISION
Section 6.01. Offices. The registered office of the Corporation
------------ -------
in the State of Delaware shall be at 100 West Tenth Street, in the City of
Wilmington, County of New Castle, Delaware 19801. The name of its registered
agent at such address is The Corporation Trust Company. The Corporation may have
other offices, within
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<PAGE>
or without the State of Delaware, at such place or places as the Board of
Directors may from time to time determine or the business of the Corporation may
require.
Section 6.02. Corporate Seal. The Board of Directors shall prescribe
------------ --------------
the form of a suitable corporate seal, which shall contain the full name of the
Corporation and the year and state of incorporation. Such seal may be used by
causing it or a facsimile or reproduction thereof to be affixed to or placed
upon the document to be sealed.
Section 6.03. Fiscal Year. Unless otherwise determined by the Board
------------ -----------
of Directors, the fiscal year of the Corporation shall be the calendar year.
ARTICLE VII
VALIDATION OF CERTAIN CONTRACTS
Section 7.01. No contract or other transaction between the
------------
Corporation and another person shall be invalidated or otherwise adversely
affected by the fact that any one or more stockholders, directors or officers of
the Corporation -
(i) is pecuniarily or otherwise interested in, or is a stockholder,
director, officer, or member of, such other person, or
(ii) is a party to, or is in any other way pecuniarily or otherwise
interested in, the contract or other transaction, or
-20-
<PAGE>
(iii) is in any way connected with any person pecuniarily or
otherwise interested in such contract or other transaction, provided the fact of
such interest shall be disclosed or known to the Board of Directors or the
stockholders, as the case may be, and in any action of the stockholders or of
the Board authorizing or approving any such contract or other transaction, any
and every stockholder or director may be counted in determining the existence of
a quorum with like force and effect as though he were not so interested, or were
not such a stockholder, director, member or officer, or were not such a party,
or were not so connected. Such director, stockholder or officer shall not be
liable to account to the Corporation for any profit realized by him from or
through any such contract or transaction approved or authorized as aforesaid.
As used herein, the term "person" includes a corporation, partnership, firm,
association or other legal entity.
ARTICLE VIII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 8.01. Directors and officers of the Corporation shall be
------------
indemnified as of right to the fullest extent now or hereafter permitted by law
in connection with any actual or threatened civil, criminal, administrative or
investigative action, suit or proceeding (whether brought by or in the name of
the Corporation or otherwise) arising out of their service to the Corporation or
to another organization at the request of the Corporation. Persons who are not
directors or officers of the Corporation may be similarly indemnified in respect
of such service to the extent authorized at any time by the Board of Directors
of the Corporation. The Corporation may purchase and maintain insurance to
protect itself and any such director, officer or other person against any
liability asserted against him and incurred by him in respect of such service
whether or not the Corporation would have the power to indemnify him against
such liability by law or under the provisions of this Article. The provisions
of this Article shall be applicable to actions, suits or proceedings commenced
after the adoption hereof, whether arising from acts or omissions occurring
before or after the adoption hereof, and to directors, officers and other
persons who have ceased to render such service, and shall inure to the benefit
of the heirs, executors and administrators of the directors, officers and other
persons referred to in this Article.
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<PAGE>
ARTICLE IX
AMENDMENTS
Section 9.01. These By-Laws may be amended, altered and repealed, and
------------
new By-Laws may be adopted, by the stockholders or the Board of Directors of the
Corporation at any regular or special meeting, except that Sections 2.01, 2.10,
2.11 and this Section 9.01 may only be amended by the vote of stockholders
entitled to cast at least 75% of the vote which all stockholders are then
entitled to cast with respect to such amendment. No provision of these By-Laws
shall vest any property or contract right in any stockholder.
-22-
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