<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997.
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 0-20274
-------
THE RIVAL COMPANY
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 43-0794462
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 E. 101st Terrace, Kansas City, MO 64131
- ------------------------------------------ ----------------------
(Address of principal executive offices) (Zip Code)
(816) 943-4100
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Not applicable
- --------------------------------------------------------------------------------
(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.
(l) Yes X No
----- -----
(2) Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practical date.
As of May 7, 1997, the registrant had 9,448,847 shares
of common stock, par value $.01 per share, outstanding.
1
<PAGE>
THE RIVAL COMPANY
FORM 10-Q
QUARTER ENDED MARCH 31, 1997
INDEX
<TABLE>
<CAPTION>
PART I. - FINANCIAL INFORMATION Page
ITEM 1. Financial Statements
<S> <C>
(1) Condensed Consolidated Financial Statements (unaudited):
Condensed Consolidated Balance Sheets as of March 31,
1997, March 31, 1996 and June 30, 1996. 3
Condensed Consolidated Statements of Operations for the three
months and nine months ended March 31, 1997 and 1996. 4
Condensed Consolidated Statements of Cash Flows for the
nine months ended March 31, 1997 and 1996. 5
(2) Notes to Condensed Consolidated Financial Statements. 6
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations. 7
PART II. - OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K 9
</TABLE>
2
<PAGE>
PART I - FINANCIAL INFORMATION
THE RIVAL COMPANY AND SUBSIDIARIES
-----------------------
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 1997 and 1996 and June 30, 1996
(amounts in thousands)
(unaudited)
<TABLE>
<CAPTION>
03/31/97 03/31/96 06/30/96
-------- -------- --------
<S> <C> <C> <C>
ASSETS
Currents assets:
Cash $ 369 $ 320 $ 1,503
Accounts receivable 71,014 55,809 74,103
Inventories 104,820 88,229 102,030
Deferred income taxes 2,632 860 1,602
Prepaid expenses 2,091 1,479 2,142
-------- -------- ---------
Total current assets 180,926 146,697 181,380
Property, plant and equipment, net 43,173 36,242 40,345
Goodwill 62,919 46,968 60,086
Other assets 5,504 6,499 6,440
--------- --------- --------
$292,522 $236,406 $288,251
======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable to banks $ 52,946 $ 56,200 $ 51,896
Current portion of long-term debt 4,000 4,000 4,000
Trade accounts payable 16,696 17,376 20,354
Income taxes payable 1,113 1,821 197
Other payables and accrued expenses 15,523 8,735 13,537
--------- -------- --------
Total current liabilities 90,278 88,132 89,984
Long-term debt, less current portion 84,000 38,000 88,000
Deferred income taxes 3,778 3,438 3,779
Other 511 262 340
Stockholders' equity:
Common stock 98 97 97
Paid-in capital 45,626 45,396 45,488
Retained earnings 69,120 61,709 61,341
Treasury stock, at cost (310) (310) (310)
Foreign currency translation
adjustments (579) (318) (468)
-------- -------- --------
Total stockholders' equity 113,955 106,574 106,148
--------- -------- --------
$292,522 $236,406 $288,251
======== ======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE>
THE RIVAL COMPANY AND SUBSIDIARIES
----------------
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three months and nine months ended March 31, 1997 and March 31, 1996
(amounts in thousands, except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
------------------ ------------------
03/31/97 03/31/96 03/31/97 03/31/96
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales $74,828 $61,916 $296,044 $233,263
Cost of sales 60,488 45,258 218,075 167,879
------- ------- -------- --------
Gross profit 14,340 16,658 77,969 65,384
Selling expenses 11,510 9,039 39,024 27,612
General and administrative expenses 3,136 2,503 9,853 7,853
Restructuring expenses 3,000 -- 3,000 --
Amortization of goodwill &
other intangible assets 847 684 2,335 1,679
------- ------- -------- --------
Operating income (loss) (4,153) 4,432 23,757 28,240
Interest expense 2,376 1,656 7,606 4,816
Other expense, net 39 59 33 203
------- ------- -------- --------
Earnings (loss) before income taxes (6,568) 2,717 16,118 23,221
Income tax expense (benefit) (2,230) 1,145 6,586 9,100
------- ------- -------- --------
Net earnings (loss) $(4,338) $ 1,572 $ 9,532 $ 14,121
======= ======= ======== ========
Weighted average common and
common equivalent shares
outstanding 9,968 9,959 9,963 9,940
======= ======= ======== ========
Net earnings (loss) per common share $ (0.44) $ 0.16 $ 0.96 $ 1.42
======= ======= ======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
THE RIVAL COMPANY AND SUBSIDIARIES
-------------------------
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine months ended March 31, 1997 and March 31, 1996
(amounts in thousands)
(unaudited)
Nine months ended
-----------------
03/31/97 03/31/96
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 9,532 $ 14,121
Adjustments to reconcile net earnings to
net cash used by operating activities:
Depreciation and amortization 7,822 5,899
Other 170 (43)
Changes in assets and liabilities, net
of acquisitions:
Accounts receivable 3,089 (6,106)
Inventories 2,966 569
Prepaid expenses 51 337
Accounts payable and accruals (1,862) (1,478)
Deferred income taxes (1,030) --
Income taxes payable 916 1,244
-------- -------
Net cash provided by
operating activities 21,654 14,543
-------- -------
Cash flows from investing activities:
Capital expenditures (7,291) (3,995)
Acquisition of business (11,001) (23,532)
Other 68 (13)
-------- --------
Net cash used by investing activities (18,224) (27,540)
-------- --------
Cash flows from financing activities:
Net borrowings under
working capital loans 1,050 18,573
Payment of long term debt (4,000) (4,000)
Repurchase of common stock -- --
Dividends paid (1,752) (1,459)
Other 138 10
-------- -------
Net cash provided (used) by
financing activities (4,564) 13,124
-------- -------
Net increase (decrease) in cash (1,134) 127
Cash at beginning of period 1,503 193
-------- -------
Cash at end of period $ 369 $ 320
======== =======
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE>
THE RIVAL COMPANY AND SUBSIDIARIES
-----------------
Notes to Condensed Consolidated Financial Statements
Nine Months Ended March 31, 1997 and March 31, 1996
Note 1
- ------
In the opinion of Management, the accompanying unaudited condensed consolidated
financial statements reflect all adjustments (consisting of normal recurring
accruals) considered necessary to present fairly the financial position of the
Company as of March 31, 1997 and 1996 and the results of its operations and its
cash flows for the periods ended March 31, 1997 and 1996. The June 30, 1996,
condensed consolidated balance sheet has been derived from the audited
consolidated financial statements as of that date. These financial statements
have been prepared in accordance with the instructions to Form 10-Q. To the
extent that information and footnotes required by generally accepted accounting
principles for complete financial statements are contained in or consistent with
the audited consolidated financial statements incorporated by reference in the
Company's Form 10-K for the year ended June 30, 1996, such information and
footnotes have not been duplicated herein.
Note 2
- ------
The results of operations for the nine months ended March 31, are not indicative
of the results to be expected for the full year due to the seasonal nature of
the Company's operations.
Note 3 Inventories
- -------------------
The following is a summary of inventories at March 31, 1997 and 1996 and June
30, 1996 (in thousands):
<TABLE>
<CAPTION>
Mar. 31, 1997 Mar. 31, 1996 June 30, 1996
-------------- -------------- --------------
<S> <C> <C> <C>
Raw Materials and
work in progress $ 51,996 $ 37,280 $ 42,470
Finished goods 58,043 55,906 64,103
-------- -------- --------
110,039 93,186 106,573
Less LIFO allowance (5,219) (4,957) (4,543)
------- -------- --------
$104,820 $ 88,229 $102,030
======== ======== ========
</TABLE>
Note 4 Acquisition of Certain Assets of Dazey Corporation
- ---------------------------------------------------------
On January 7, 1997, the Company acquired certain of the assets of Dazey
Corporation. Assets acquired include the inventory, tooling, machinery and
equipment to manufacture the kitchen electrics products of Dazey. The product
lines acquired generated sales of approximately $24.0 million in calendar 1996.
The acquisition was accounted for as a purchase and, accordingly, the purchase
price was allocated to the assets acquired based upon their respective fair
values. The pro forma effect on revenues and operating results as if this
acquisition had taken place at the beginning of the periods presented is not
material. The total purchase price and an estimated allocation of that purchase
price is summarized as follows (in thousands):
<TABLE>
<CAPTION>
<S> <C>
Inventory $5,756
Property, plant and equipment 900
Goodwill 3,400
Liabilities assumed (190)
------
Purchase price $9,866
======
</TABLE>
6
<PAGE>
Note 5 Subsequent Events
- -------------------------
Treasury Stock Purchases
- ------------------------
During the period from April 18, 1997 through May 2, 1997, the Company
repurchased 295,000 shares of its common stock at an average price of $13.99.
The purchases were financed through borrowings under the Company's revolving
credit facility.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Results of Operations
Net sales were $74.8 million in the quarter ended March 31, 1997 compared to
$61.9 million in the prior year. For the nine months ended March 31, 1997,
sales were $296.0 million compared to $233.3 million in the prior year.
Net sales by business unit were as follows (in millions):
<TABLE>
<CAPTION>
Three months ended Nine months ended
-------------------- -------------------
<S> <C> <C> <C> <C>
03/31/97 03/31/96 03/31/97 03/31/96
---------- --------- --------- ---------
Kitchen Electrics and Personal Care $ 35.2 $ 30.8 $ 153.6 $ 147.3
Home Environment 25.8 21.4 91.1 64.0
Industrial/Building Supply 6.5 8.0 22.8 14.1
International 7.3 1.7 28.5 7.9
--------- --------- --------- -------
$ 74.8 $ 61.9 $ 296.0 $ 233.3
========= ========= ========= =======
</TABLE>
For the quarter, most of the increase is attributable to the Home Environment
and International business units, such increases being the result of the April
1996 acquisition of Bionaire, Inc. The increase in kitchen electrics sales are
partially the result of the January 1997 acquisition of Dazey. Sales growth in
certain of the Company's kitchen products such as slow cookers, can openers and
toasters also contributed to the increase. The year-to-date sales increase was
largely the result of Fasco Products (acquired in January 1996), as well as the
Bionaire and Dazey acquisitions.
Gross profit was $14.3 million (19.2% of sales) for the quarter ended March 31,
1997 compared to $16.7 million (26.9% of sales) in the prior year. The decline
in margins was the result of unfavorable manufacturing variances caused by low
utilization at the Company's manufacturing plants together with exceptionally
high service returns from retail customers. The plant under utilization has
been addressed, in part, through the closing of the Company's Montreal facility
(see comments regarding the restructuring charge below). Seasonality and high
inventory levels also contributed to the low production levels. For the nine
months ended March 31, 1997 gross margins were $78.0 million (26.3% of sales)
compared to $65.4 million (28.0% of sales) in the prior year. The decline in
margins for the nine month period is also the result of the third quarter
variances addressed above.
Selling expenses were $11.5 million (15.4% of sales) for the quarter ended March
31, 1997 compared to $9.0 million (14.6% of sales) in the prior year. For the
nine months ended March 31, 1997 such expenses were $39.0 million (13.2% of
sales) compared to $27.6 million (11.8% of sales) in the prior year. The higher
selling expenses as a percentage of sales is the result of expenses related to
the international and industrial business units. Although the Company expects
to reduce selling expenses of these business units as a percentage of sales over
the next twelve months, they will likely continue to be higher than the
Company's kitchen electrics and home environment business units.
7
<PAGE>
General and administrative expenses were $3.1 million for the March 1997 quarter
compared to $2.5 million in the prior year. For the nine months ended March 31,
1997, general and administrative expenses were $9.9 million compared to $7.9
million in the prior year. The higher expenses reflect increases in product
engineering as well as management and support personnel required as a result of
recent and expected future growth. General and administrative expenses declined
slightly as a percentage of sales.
A restructuring charge of $3.0 million was recognized during the March 1997
quarter as a result of the decision to close the Montreal, Quebec production and
shipping facility together with the consolidation of certain Canadian
administrative functions. The Montreal facility was acquired as a part of the
Bionaire acquisition in April, 1996. The closing reflects efforts by the Company
to reduce its excess plant capacity and is expected to save nearly $3.0 million
annually. The restructuring charge reflects the estimated cost of future lease
obligations in excess of expected sublease income as well as severance costs.
Interest expense was $7.6 million for the nine months ended March 31, 1997
compared to $4.8 million in the prior year as a result of higher borrowings
required to finance recent acquisitions. Average interest rates were also
slightly higher.
Net loss for the quarter ended March 31, 1997 was a $4.3 million ($0.44 per
share) compared to net earnings of $1.6 million ($0.16 per share) for the same
period in the prior year. For the nine months ended March 31, 1997, net
earnings were $9.5 million ($0.96 per share) compared to $14.1 million ($1.42
per share) in the prior year.
Liquidity and Capital Resources
As of March 31, 1997 the Company had $88.0 million in long term debt (including
$4 million current portion) and $85 million in revolving loan commitments.
Revolving credit loans outstanding were $52.9 million as of such date. The long
term debt requires periodic principal payments including $4.0 million in January
1998 and $6.0 million in January 1999 and has a final maturity in 2008. The
revolving credit facilities include a $75 million U.S. bank line and a Canadian
facility for the Canadian dollar equivalent of U.S. $10.0 million. The U.S.
revolving credit facility expires in June 1999 and currently bears interest at a
floating rate of LIBOR plus .75%.
During the nine months ended March 31, 1997, the Company generated $21.7 of cash
from operating activities. During this period, $16.9 million has been invested
in property, plant and equipment together with the acquisition of Dazey
Corporation.
The Company historically requires a significant amount of cash each fall to fund
its build-up in inventories and accounts receivable during its peak selling
season. These cash requirements are funded through borrowings on the working
capital line.
The Company plans to make capital expenditures of approximately $10.0 million
during fiscal 1997, including $4 million for a new distribution center.
Management believes that cash generated from operations and its bank credit
facility will be sufficient to meet its cash requirements for the foreseeable
future.
8
<PAGE>
New Accounting Pronouncement
In February 1997, the Financial Accounting Standards Board issued Statement No.
128, "Earnings Per Share" which revises the calculation and presentation
provisions of Accounting Principles Board Opinion 15 and related
interpretations. Statement No. 128 is effective for the Company's quarter ending
December 31, 1997. Retroactive application will be required. The Company
believes the adoption of Statement No. 128 will not have a significant effect on
its reported earnings per share.
PART II - OTHER INFORMATION
---------------------------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits.
3(b) Amendments to Bylaws adopted May 14, 1997
3(c) Bylaws of the Company as amended effective May 14, 1997.
10(j) Deferred Compensation Plan for Outside Directors effective
February 11, 1997.
11 Schedule regarding computation of per share earnings.
27 Financial Data Schedule.
9
<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.
THE RIVAL COMPANY
Dated: May 14, 1997 By: /s/ William L. Yager
----------------
William L. Yager
President and Chief
Operating Officer
(Duly Authorized Officer)
Dated: May 14, 1997 By: /s/ W. Mark Meierhoffer
-------------------
W. Mark Meierhoffer
Senior Vice-President of
Finance and Administration,
Chief Financial Officer
10
<PAGE>
Exhibit 3(b)
------------
AMENDMENTS TO THE BY-LAWS
-------------------------
OF
--
THE RIVAL COMPANY
-----------------
On May 14, 1997, the Board of Directors amended the By-laws of the Company
by adding to Article II of the By-laws a new Section 12 and Section 13, to read
in their entirety as follows:
Section 12. Action By Written Consent
-------------------------
(a) Unless otherwise provided in the certificate of incorporation, any
action required to be taken at any annual or special meeting of stockholders of
the corporation, or any action that may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice, and without a vote if a consent or consents 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.
(b) In order that the corporation may determine the stockholders entitled
to consent to corporate action in writing without a meeting, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than ten (10) days after the date
upon which the resolution fixing the record date is adopted by the Board of
Directors. Any stockholder of record seeking to have the stockholders authorize
or take corporate action by written consent shall, by written notice to the
Secretary, request the Board of Directors to fix a record date. The Board of
Directors shall promptly, but in all events within ten (10) days after the date
on which such a request is received, adopt a resolution fixing the record date.
If no record date has been fixed by the Board of Directors within ten (10) days
of the date on which such a request is received, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the
-1-
<PAGE>
action taken or proposed to be taken is delivered to the corporation by delivery
to its registered office in the State of Delaware, its principal place of
business or an officer or agent of the corporation having custody of the book in
which proceedings of meetings of stockholders are recorded, to the attention of
the Secretary of the corporation. Delivery shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the Board of Directors and prior action by the Board of Directors is required by
applicable law, the record date for determining stockholders entitled to consent
to corporate action in writing without a meeting shall be at the close of
business on the date on which the Board of Directors adopts the resolution
taking such prior action.
(c) In the event of the delivery to the corporation of a written consent
or consents purporting to authorize or take corporate action and/or any related
revocation or revocations, the Secretary of the corporation shall provide for
the safekeeping of such consents and revocations and shall as soon as
practicable thereafter conduct such reasonable investigation as the Secretary
deems necessary or appropriate for the purpose of ascertaining the validity of
such consents and revocations and all matters incident thereto, including,
without limitation, whether the holders of shares having the requisite voting
power to authorize or take the action specified in the consents have given
consents. Alternatively, the Board of Directors in its sole discretion may
appoint one or more inspectors of elections to conduct such investigation.
(d) Every written consent shall bear the date of signature of each
stockholder who signs the consent and no written consent shall be effective to
take the corporate action referred to therein unless, within sixty (60) days of
the earliest dated written consent received in the manner provided in Section
12(b), a written consent or consents signed by a sufficient number of holders to
take such action are delivered to the corporation in the manner provided in
Section 12(b).
Section 13. Advance Notice of Stockholder Nominations and Stockholder
Proposals.
---------------------------------------------------------
(a) Only persons who are nominated in accordance with the following
procedures shall be eligible for election as directors of the corporation at any
meeting of stockholders at which directors are to be elected. Nominations of
persons for election to the Board of Directors may be made at any such meeting
of stockholders (i) by or at the direction of the Board of Directors (or any
duly authorized committee thereof) or (ii) by any stockholder of record of the
corporation who is entitled to vote in the election of directors at such meeting
and who complies with the notice procedures set forth in Section 13(b).
-2-
<PAGE>
(b) If a stockholder proposes to nominate one or more candidates for
election as directors at a meeting of stockholders at which directors are to be
elected, the stockholder must give timely notice thereof in proper written form
to the Secretary of the corporation, in addition to complying with any other
applicable requirements. To be timely, the stockholder's notice must be
delivered to the Secretary at the principal executive offices of the corporation
not less than sixty (60) days prior to the date scheduled for such meeting;
provided, however, that if notice or public announcement of the scheduled date
of the meeting is not given or made at least seventy (70) days prior to the date
scheduled for the meeting, such stockholder's notice must be so delivered to the
Secretary not more than ten (10) days following the day on which such notice of
meeting was mailed or such public announcement was made, whichever is earlier.
In no event shall the postponement, deferral or adjournment of a stockholders'
meeting commence a new time period for the giving of notice by a stockholder as
described above. For purposes of this Section, "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.
To be in proper written form, a stockholder's notice to the Secretary
must set forth (i) as to each person whom the stockholder proposes to nominate
for election as a director (A) the name, age, business address and residence
address of the person, (B) the principal occupation or employment of the person,
(C) the class and number of shares of capital stock of the corporation that are
owned beneficially and owned of record by the person and (D) any other
information concerning the person that would be required to be disclosed in a
proxy statement or other filings in connection with the solicitation of proxies
for the election of such person as a director under Section 14 of the Securities
Exchange Act of 1934, as amended from time to time (the "Exchange Act"), and the
rules and regulations promulgated thereunder; and (ii) as to the stockholder
giving the notice (A) the name and address, as they appear on the corporation's
books, of such stockholder, (B) the name and address of the beneficial owner, if
any, on whose behalf the nomination(s) are made, (C) the class and number of
shares of capital stock of the corporation that are owned beneficially and owned
of record by such stockholder and any such beneficial owner, (D) a description
of all arrangements or understandings between such stockholder or beneficial
owner and each proposed nominee or any other person or persons (including their
names) pursuant to which the nomination(s) are to be made by such stockholder
and (E) any other information relating to such stockholder or beneficial owner
that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for the election
of directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated
-3-
<PAGE>
thereunder. Such notice must be accompanied by a written consent of each
proposed nominee to being named as a nominee and to serve as a director if
elected.
(c) No business may be transacted at an annual meeting of stockholders,
other than business that is either (i) specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the Board of Directors
(or any duly authorized committee thereof), (ii) otherwise properly brought
before the annual meeting by or at the direction of the Board of Directors (or
any duly authorized committee thereof) or (iii) otherwise properly brought
before the annual meeting by any stockholder of record of the corporation who is
entitled to vote at such meeting and who complies with the notice procedures set
forth in Section 13(d). Any business to be brought before the annual meeting by
any stockholder must also be a proper matter for stockholder action.
(d) If a stockholder proposes to bring business before an annual meeting
of stockholders, the stockholder must give timely notice thereof in proper
written form to the Secretary of the corporation, in addition to complying with
any other applicable requirements. To be timely, a stockholder's notice must be
delivered to the Secretary at the principal executive offices of the corporation
within the period specified in Section 13(b) hereof. In no event shall the
postponement, deferral or adjournment of a stockholders' meeting commence a new
time period for the giving of notice by a stockholder.
To be in proper written form, a stockholder's notice to the Secretary
must set forth (i) a brief description of the proposal desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (ii) the name and address, as they appear on the corporation's
books, of such stockholder, (iii) the name and address of the beneficial owner,
if any, on whose behalf the proposal is made, (iv) the class and number of
shares of capital stock of the corporation that are owned beneficially and owned
of record by such stockholder and any such beneficial owner, (v) a description
of all arrangements or understandings between such stockholder or beneficial
owner and any other person or persons (including their names) in connection with
the proposal of such business by such stockholder, (vi) a description of any
material financial or other interest of such stockholder or beneficial owner in
such proposal and (vii) any other information that would be required to be
disclosed in a proxy statement soliciting proxies for approval of the proposal
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder.
(e) The Board of Directors, or a designated committee thereof, may reject
any stockholder's nomination or stockholder's proposal which is not timely made
in accordance with the provisions of this Section 13. If the Board of Directors,
or a designated committee thereof, determines
-4-
<PAGE>
that the information provided in a stockholder's notice does not comply with the
requirements of this Section 13 in any material respect, the Secretary of the
corporation shall notify the stockholder of the deficiency. The stockholder
shall have an opportunity to cure the deficiency by providing additional
information to the Secretary within five (5) days from the date such deficiency
notice is given to the stockholder, or such shorter time as may reasonably be
deemed appropriate by the Board or committee. If the deficiency is not cured
within such period, or if the Board of Directors or such committee determines
that the additional information provided by the stockholder, together with the
information previously provided, does not satisfy the requirements of this
Section 13 in any material respect, then the Board of Directors or committee may
reject such stockholder's notice.
(f) Notwithstanding the procedures set forth is Section 13(e) hereof, if
the Board of Directors or any committee thereof does not make a determination as
to whether a stockholder's notice complies with the provisions of this Section
13, the chairman of the meeting shall make the determination and declare at the
meeting whether the stockholder has so complied. If the chairman determines that
the stockholder has not so complied, then unless the chairman in his or her sole
and absolute discretion waives such noncompliance, the chairman shall declare at
the meeting that the stockholder's nomination or proposal was not properly made
and the defective nomination or stockholder proposal shall be disregarded.
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<PAGE>
Exhibit 3(c)
------------
BY-LAWS
of
THE RIVAL COMPANY
(A Delaware Corporation)
ARTICLE I
Offices
-------
Section 1. Registered Office. The registered office of the corporation
shall be located at such place in the State of Delaware as the Board of
Directors may from time to time authorize by duly adopted resolution.
Section 2. Other Offices. The corporation may also have offices at such
other places, either within or without the State of Delaware, as the Board of
Directors may from time to time determine or the business of the corporation may
require.
ARTICLE II
Stockholders
------------
Section 1. Place of Meetings. Meetings of stockholders shall be held at
such place, either within or without the State of Delaware, as shall be
designated from time to time by the Board of Directors and stated in the notice
of meeting.
Section 2. Annual Meetings. Annual meetings of stockholders shall be held
once each year on such date and at such time as shall be designated from time to
time by the Board of Directors. At each annual meeting the stockholders shall
elect a Board of Directors and transact such other business as may be properly
brought before the meeting.
Section 3. Special Meetings. Special meetings of the stockholders may be
called only by the Board of Directors.
Section 4. Notice of Meetings. Except as otherwise provided by law or in
the certificate of incorporation, written notice of each meeting of the
stockholders stating the place, date and hour of the meeting and, in the case of
a special meeting, the purpose or purposes for which the meeting is called,
shall be given not less than ten or more than sixty days before the date of the
meeting, either personally or by mail, by or at the direction of the Board of
Directors, the President or the Secretary, to each stockholder of record
entitled to vote at such meeting. If mailed, notice of a stockholders' meeting
shall be deemed given when deposited in the United States mail, postage
<PAGE>
prepaid, directed to the stockholder at such stockholder's address as it appears
on the records of the corporation.
Section 5. List of Stockholders. At least ten (10) days before each
meeting of stockholders, the Secretary shall prepare a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten (10) days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of meeting or, if not so specified, at the place where
the meeting is to be held. Such list shall also be produced and kept open at the
time and place of the meeting and shall be subject to inspection by any
stockholder during the whole time of the meeting.
Section 6. Quorum; Adjournment of Meetings. Except as otherwise provided
by law or in the certificate of incorporation, the holders of a majority of the
stock issued and outstanding and entitled to vote at a meeting of stockholders,
present in person or represented by proxy, shall constitute a quorum at such
meeting for the transaction of business. If, however, such quorum shall not be
present or represented at any such meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
the power to adjourn the meeting to another time and place, without notice other
than announcement at the meeting of such other time and place. At the adjourned
meeting at which a quorum shall be present or represented by proxy, any business
may be transacted which might have been transacted at the original meeting. If
the adjournment is for more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.
Section 7. Proxies. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for such
stockholder by proxy, but no such proxy shall be voted or acted upon after three
(3) years from its date, unless the proxy provides for a longer period, and then
only within the period specified.
Section 8. Voting. Except as otherwise provided by law or in the
certificate of incorporation, every registered owner of shares entitled to vote
at any meeting of the stockholders shall
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<PAGE>
have one vote for each such share standing in his or her name on the books of
the corporation. Except as otherwise required by law or in the certificate of
incorporation, all matters, other than the election of directors, brought before
any meeting of the stockholders shall be decided by a vote of the holders of a
majority of the voting power of the issued and outstanding shares of stock of
the corporation present in person or by proxy at such meeting and voting
thereon.
Section 9. Inspectors of Election. The Board of Directors, the Chairman of
the Board or the President shall, in advance of any meeting of stockholders,
appoint one or more inspectors to act at the meeting and make a written report
thereof, and may designate one or more persons as alternate inspectors to
replace any inspector who fails to act. If no inspector or alternate is able to
act at a meeting of stockholders, the person presiding at the meeting shall
appoint one or more inspectors to act at the meeting. Each inspector, before
entering upon the discharge of such inspector's duties, shall take and sign an
oath faithfully to execute the duties of inspector with strict impartiality and
according to the best of his or her ability. At the meeting, the inspector or
inspectors shall: (a) ascertain the number of shares outstanding and the voting
power of each, (b) determine the shares represented at the meeting and the
validity of proxies and ballots, (c) count all votes and ballots, (d) determine
and retain for a reasonable period a record of the disposition of any challenges
made to any determination by the inspectors and (e) certify the determination of
the number of shares represented at the meeting, and the count of all votes and
ballots. The inspectors may appoint or retain other persons or entities to
assist them in the performance of their duties. The date and time of the opening
and the closing of the polls for each matter upon which the stockholders will
vote at a meeting shall be announced at the meeting. No ballot, proxies or
votes, nor any revocations thereof or changes thereto, shall be accepted by the
inspectors after the closing of the polls unless the Delaware Court of Chancery
upon application by a stockholder shall determine otherwise.
Section 10. Organization. The Chairman of the Board or, in his absence, the
President shall preside at all meetings of the stockholders. In the absence of
both the Chairman of the Board and the President, a majority of the members of
the Board of Directors present in person at such meeting may appoint any officer
or director to act as Chairman of the meeting. The Secretary of the corporation
shall act as secretary of all meetings of the stockholders. In the absence of
the Secretary, the chairman of the meeting shall appoint any other person to act
as secretary of the meeting.
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<PAGE>
Section 11. Order of Business. All meetings of stockholders shall be
conducted in accordance with such rules as are prescribed by the chairman of the
meeting. The order of business at all meetings of the stockholders shall be
determined by the chairman of the meeting.
Section 12. Action By Written Consent
(a) Unless otherwise provided in the certificate of incorporation, any
action required to be taken at any annual or special meeting of stockholders of
the corporation, or any action that may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice, and without a vote if a consent or consents 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.
(b) In order that the corporation may determine the stockholders entitled
to consent to corporate action in writing without a meeting, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than ten (10) days after the date
upon which the resolution fixing the record date is adopted by the Board of
Directors. Any stockholder of record seeking to have the stockholders authorize
or take corporate action by written consent shall, by written notice to the
Secretary, request the Board of Directors to fix a record date. The Board of
Directors shall promptly, but in all events within ten (10) days after the date
on which such a request is received, adopt a resolution fixing the record date.
If no record date has been fixed by the Board of Directors within ten (10) days
of the date on which such a request is received, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office in the State of Delaware, its
principal place of business or an officer or agent of the corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded, to the attention of the Secretary of the corporation. Delivery shall
be by hand or by certified or registered mail, return receipt requested. If no
record date has been fixed by the Board of Directors and prior
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<PAGE>
action by the Board of Directors is required by applicable law, the record date
for determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the date on which the
Board of Directors adopts the resolution taking such prior action.
(c) In the event of the delivery to the corporation of a written consent
or consents purporting to authorize or take corporate action and/or any related
revocation or revocations, the Secretary of the corporation shall provide for
the safekeeping of such consents and revocations and shall as soon as
practicable thereafter conduct such reasonable investigation as the Secretary
deems necessary or appropriate for the purpose of ascertaining the validity of
such consents and revocations and all matters incident thereto, including,
without limitation, whether the holders of shares having the requisite voting
power to authorize or take the action specified in the consents have given
consents. Alternatively, the Board of Directors in its sole discretion may
appoint one or more inspectors of elections to conduct such investigation.
(d) Every written consent shall bear the date of signature of each
stockholder who signs the consent and no written consent shall be effective to
take the corporate action referred to therein unless, within sixty (60) days of
the earliest dated written consent received in the manner provided in Section
12(b), a written consent or consents signed by a sufficient number of holders to
take such action are delivered to the corporation in the manner provided in
Section 12(b).
Section 13. Advance Notice of Stockholder Nominations and Stockholder
Proposals.
(a) Only persons who are nominated in accordance with the following
procedures shall be eligible for election as directors of the corporation at any
meeting of stockholders at which directors are to be elected. Nominations of
persons for election to the Board of Directors may be made at any such meeting
of stockholders (i) by or at the direction of the Board of Directors (or any
duly authorized committee thereof) or (ii) by any stockholder of record of the
corporation who is entitled to vote in the election of directors at such meeting
and who complies with the notice procedures set forth in Section 13(b).
(b) If a stockholder proposes to nominate one or more candidates for
election as directors at a meeting of stockholders at which directors are to be
elected, the stockholder must give timely notice thereof in proper written form
to the Secretary of the corporation, in addition to complying with any other
applicable
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<PAGE>
requirements. To be timely, the stockholder's notice must be delivered to the
Secretary at the principal executive offices of the corporation not less than
sixty (60) days prior to the date scheduled for such meeting; provided, however,
that if notice or public announcement of the scheduled date of the meeting is
not given or made at least seventy (70) days prior to the date scheduled for the
meeting, such stockholder's notice must be so delivered to the Secretary not
more than ten (10) days following the day on which such notice of meeting was
mailed or such public announcement was made, whichever is earlier. In no event
shall the postponement, deferral or adjournment of a stockholders' meeting
commence a new time period for the giving of notice by a stockholder as
described above. For purposes of this Section, "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.
To be in proper written form, a stockholder's notice to the Secretary
must set forth (i) as to each person whom the stockholder proposes to nominate
for election as a director (A) the name, age, business address and residence
address of the person, (B) the principal occupation or employment of the person,
(C) the class and number of shares of capital stock of the corporation that are
owned beneficially and owned of record by the person and (D) any other
information concerning the person that would be required to be disclosed in a
proxy statement or other filings in connection with the solicitation of proxies
for the election of such person as a director under Section 14 of the Securities
Exchange Act of 1934, as amended from time to time (the "Exchange Act"), and the
rules and regulations promulgated thereunder; and (ii) as to the stockholder
giving the notice (A) the name and address, as they appear on the corporation's
books, of such stockholder, (B) the name and address of the beneficial owner, if
any, on whose behalf the nomination(s) are made, (C) the class and number of
shares of capital stock of the corporation that are owned beneficially and owned
of record by such stockholder and any such beneficial owner, (D) a description
of all arrangements or understandings between such stockholder or beneficial
owner and each proposed nominee or any other person or persons (including their
names) pursuant to which the nomination(s) are to be made by such stockholder
and (E) any other information relating to such stockholder or beneficial owner
that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for the election
of directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder. Such notice must be
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<PAGE>
accompanied by a written consent of each proposed nominee to being named as a
nominee and to serve as a director if elected.
(c) No business may be transacted at an annual meeting of stockholders,
other than business that is either (i) specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the Board of Directors
(or any duly authorized committee thereof), (ii) otherwise properly brought
before the annual meeting by or at the direction of the Board of Directors (or
any duly authorized committee thereof) or (iii) otherwise properly brought
before the annual meeting by any stockholder of record of the corporation who is
entitled to vote at such meeting and who complies with the notice procedures set
forth in Section 13(d). Any business to be brought before the annual meeting by
any stockholder must also be a proper matter for stockholder action.
(d) If a stockholder proposes to bring business before an annual meeting
of stockholders, the stockholder must give timely notice thereof in proper
written form to the Secretary of the corporation, in addition to complying with
any other applicable requirements. To be timely, a stockholder's notice must be
delivered to the Secretary at the principal executive offices of the corporation
within the period specified in Section 13(b) hereof. In no event shall the
postponement, deferral or adjournment of a stockholders' meeting commence a new
time period for the giving of notice by a stockholder.
To be in proper written form, a stockholder's notice to the Secretary
must set forth (i) a brief description of the proposal desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (ii) the name and address, as they appear on the corporation's
books, of such stockholder, (iii) the name and address of the beneficial owner,
if any, on whose behalf the proposal is made, (iv) the class and number of
shares of capital stock of the corporation that are owned beneficially and owned
of record by such stockholder and any such beneficial owner, (v) a description
of all arrangements or understandings between such stockholder or beneficial
owner and any other person or persons (including their names) in connection with
the proposal of such business by such stockholder, (vi) a description of any
material financial or other interest of such stockholder or beneficial owner in
such proposal and (vii) any other information that would be required to be
disclosed in a proxy statement soliciting proxies for approval of the proposal
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder.
(e) The Board of Directors, or a designated committee thereof, may reject
any stockholder's nomination or stockholder's
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<PAGE>
proposal which is not timely made in accordance with the provisions of this
Section 13. If the Board of Directors, or a designated committee thereof,
determines that the information provided in a stockholder's notice does not
comply with the requirements of this Section 13 in any material respect, the
Secretary of the corporation shall notify the stockholder of the deficiency. The
stockholder shall have an opportunity to cure the deficiency by providing
additional information to the Secretary within five (5) days from the date such
deficiency notice is given to the stockholder, or such shorter time as may
reasonably be deemed appropriate by the Board or committee. If the deficiency is
not cured within such period, or if the Board of Directors or such committee
determines that the additional information provided by the stockholder, together
with the information previously provided, does not satisfy the requirements of
this Section 13 in any material respect, then the Board of Directors or
committee may reject such stockholder's notice.
(f) Notwithstanding the procedures set forth is Section 13(e) hereof, if
the Board of Directors or any committee thereof does not make a determination as
to whether a stockholder's notice complies with the provisions of this Section
13, the chairman of the meeting shall make the determination and declare at the
meeting whether the stockholder has so complied. If the chairman determines that
the stockholder has not so complied, then unless the chairman in his or her sole
and absolute discretion waives such noncompliance, the chairman shall declare at
the meeting that the stockholder's nomination or proposal was not properly made
and the defective nomination or stockholder proposal shall be disregarded.
ARTICLE III
Board of Directors
------------------
Section 1. Number and Election. The number of directors which shall
constitute the Board of Directors shall be determined from time to time by
resolution of the Board of Directors, provided that no reduction by the Board of
Directors in the number of directors shall affect the term of any incumbent
director. The directors shall be elected at the annual meeting of stockholders,
except as provided in Article III, Section 2 hereof, and each director elected
shall hold office until his or her successor is elected and has qualified or
until his or her earlier death, resignation or removal.
Section 2. Vacancies. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in
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<PAGE>
office, although less than a quorum, or by a sole remaining director. Any
director so chosen to fill any such vacancy or newly created directorship shall
hold office until the next election of directors and until his or her successor
is elected and has qualified, or until his or her earlier death, resignation or
removal.
Section 3. First Meeting of Each Board. The first meeting of each newly
elected Board of Directors, of which no notice shall be necessary, shall be held
immediately following the annual meeting of stockholders or any adjournment
thereof at the place where the annual meeting of stockholders was held, or at
such other place as a majority of the members of the newly elected Board who are
then present shall determine, for the election or appointment of officers for
the ensuing year and the transaction of such other business as may be brought
before such meeting. In the event the meeting is not held at that time and
place, such first meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
Board of Directors, or as shall be specified in a written waiver of notice
signed by all of the directors.
Section 4. Regular Meetings. Regular meetings of the Board of Directors
may be held without notice at such times and places as the Board of Directors
may from time to time determine.
Section 5. Special Meetings. Special meetings of the Board of Directors
may be called by order of the Chairman of the Board, the President or any two
directors. Notice of the time and place of each special meeting shall be given
by or at the direction of the person or persons calling the meeting as
hereinafter provided. Notice of the meeting shall be mailed to each director,
addressed to such director at his or her residence or usual place of business,
at least three days before the meeting, or shall be sent to him or her at such
place by telegraph, telecopy or facsimile transmission or be delivered
personally or by telephone at least twenty-four hours before the meeting. The
notice shall state the date, time and place of the meeting but need not state
the purpose thereof, except as otherwise expressly provided in these By-laws.
Section 6. Waiver of Notice. A written waiver of notice, signed by the
director entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Neither the business to be transacted at,
nor the purpose of any regular or special meeting need be specified in any
written waiver of notice unless so required by law or in the certificate of
incorporation. Attendance of a director at any meeting, whether regular or
special, shall constitute a waiver of notice of such meeting except where a
director attends a meeting for the express
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purpose of objecting at the beginning of the meeting to the transaction of any
business because the meeting is not lawfully called or convened.
Section 7. Quorum; Voting. A majority of the directors then in office (but
in no event less than one-third of the total number of directors) shall
constitute a quorum for the transaction of business, but less than a quorum may
adjourn any meeting to another time or place from time to time until a quorum
shall be present, whereupon the meeting may be held, as adjourned, without
notice other than announcement at the meeting of such other time and place.
Except as otherwise required by law or in the certificate of incorporation, all
matters coming before any meeting of the Board of Directors at which there is a
quorum shall be decided by the vote of a majority of the directors present at
the meeting.
Section 8. Organization. Every meeting of the Board of Directors shall be
presided over by the Chairman of the Board, or, in his absence, the President.
In the absence of the Chairman of the Board and the President, a presiding
officer shall be chosen by a majority of the directors present. The Secretary of
the corporation shall act as Secretary of the meeting, but, in the Secretary's
absence, the presiding officer may appoint any person to act as secretary of the
meeting.
Section 9. Committees of Directors. The Board of Directors may by
resolution or resolutions adopted by a majority of the whole Board of Directors
designate one or more directors to constitute an executive committee, finance
committee or such other committee or committees as the Board of Directors may
from time to time deem advisable. Except to the extent restricted by law, any
said committee shall have and may exercise all of the authority of the Board of
Directors in the management of the corporation to the extent provided in said
resolutions. The Board 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 a member of a
committee, the member or members present at any meeting and not disqualified
from voting, whether or not he or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in the
place of any absent or disqualified member. All committees shall keep regular
minutes of their proceedings and report the same to the Board of Directors when
required.
Section 10. Telephone Meetings. Members of the Board of Directors or any
committee thereof may participate in meetings by means of conference telephone
or similar communications equipment
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whereby all participants can hear each other and such participation shall
constitute presence in person at the meeting.
Section 11. Presumption of Assent. A member of the Board of Directors or
any committee thereof who is present at a meeting of the Board or such
committee, as the case may be, at which action on any matter is taken shall be
presumed to have assented to the action taken unless his or her dissent or
abstention shall be entered in the minutes of the meeting or unless he or she
shall file a written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof or shall forward such
dissent by registered mail to the secretary of the corporation within ten days
after the date a copy of the minutes of the meeting is received. Such right to
dissent shall not apply to a director or committee member who voted in favor of
such action.
Section 12. Action by Consent. Except as provided in the certificate of
incorporation, any action which is required or permitted to be taken at a
meeting of the directors or of any committee thereof may be taken without a
meeting if consents in writing, setting forth the action so taken, are signed by
all members of the Board or of the committee, as the case may be. Such consents
shall have the same force and effect as a unanimous vote at a meeting duly held.
The Secretary shall file such consents with the minutes of the meetings of the
Board of Directors or the committee, as the case may be.
Section 13. Removal. At a meeting called expressly for that purpose, the
entire Board of Directors or any member thereof may be removed, with or without
cause, by the vote of the holders of a majority of the shares then entitled to
vote at an election of directors. Directors may be removed with cause by a
majority of the whole Board of Directors at a special meeting of the Board of
Directors, provided that notice of such meeting, unless waived, shall state the
purpose as well as the time and place of the meeting.
Section 14. Resignations. Any director of the corporation may resign at any
time by giving written notice of his or her resignation to the Chairman of the
Board or the President and to the Secretary of the corporation. Any such
resignation shall take effect at the time specified therein or, if the time when
it shall become effective shall not be specified therein, immediately upon its
receipt. Unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.
Section 15. Compensation of Directors. Unless otherwise restricted by law
or by the certificate of incorporation, the Board of Directors shall have the
authority to fix the compensation, if
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any, of directors. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors or any committee. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be paid like compensation for attending committee meetings.
ARTICLE IV
Officers
--------
Section 1. General. The Board of Directors shall elect the officers of the
corporation, which shall include a President, a Secretary and a Treasurer and
such other or additional officers (including, without limitation, a Chairman of
the Board, one or more Vice-Chairmen of the Board, Vice-Presidents, Assistant
Vice-Presidents, Assistant Secretaries and Assistant Treasurers) as the Board of
Directors may designate.
Section 2. Term of Office; Removal and Vacancy. Each officer shall hold
office until his or her successor is elected and has qualified or until his or
her earlier death, resignation or removal. Any officer or agent shall be subject
to removal with or without cause at any time by the Board of Directors. Any
removal shall be without prejudice to the contractual rights, if any, of the
person so removed. Vacancies in any office, whether occurring by death,
resignation, removal or otherwise, may be filled by the Board of Directors.
Section 3. Powers and Duties. Each of the officers of the corporation
shall, unless otherwise ordered by the Board of Directors, have such powers and
duties as generally pertain to his or her respective office as well as such
powers and duties as from time to time may be conferred upon him or her by the
Board of Directors. Unless otherwise ordered by the Board of Directors after the
adoption of these By-Laws, the President shall be the chief executive officer of
the corporation.
Section 4. Power to Vote Securities. Unless otherwise ordered by the Board
of Directors, the Chairman of the Board and the President each shall have full
power and authority on behalf of the corporation to attend and to vote at any
meeting of stockholders of any corporation in which this corporation may hold
securities, and may exercise on behalf of this corporation any and all of the
rights and powers incident to the ownership of such securities at any such
meeting and shall have power and authority to execute and deliver proxies,
waivers and consents on behalf of the corporation in connection with the
exercise by the corporation of the rights
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and powers incident to the ownership of such securities. The Board of Directors,
from time to time, may confer like powers upon any other person or persons.
ARTICLE V
Capital Stock
-------------
Section 1. Certificates of Stock. Certificates for stock of the corporation
shall be in such form as the Board of Directors may from time to time prescribe
and shall be signed by the Chairman of the Board or a Vice Chairman of the Board
or the President or a Vice-President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary. Any or all of the
signatures on a certificate may be a facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the corporation
with the same effect as if he or she were such officer, transfer agent or
registrar at the date of issue.
Section 2. Transfer of Stock. Shares of capital stock of the corporation
shall be transferable on the books of the corporation only by the holder of
record thereof, in person or by duly authorized attorney, upon surrender and
cancellation of certificates for a like number of shares, with an assignment or
power of transfer endorsed thereon or delivered therewith, duly executed, and
with such proof of the authenticity of the signature and of authority to
transfer, and of payment of transfer taxes, as the corporation or its agents may
require.
Section 3. Ownership of Stock. The corporation shall be entitled to treat
the holder of record of any share or shares of stock as the owner thereof in
fact 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
law.
Section 4. Fixing the Record Date. In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix in
advance a record date, which shall not be more
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than sixty nor less than ten days before the date of such meeting, nor more than
sixty days prior to any other action. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.
ARTICLE VI
Miscellaneous
-------------
Section 1. Corporate Seal. The seal of the corporation shall be circular in
form and shall contain the name of the corporation and the year and state of
incorporation.
Section 2. Fiscal Year. The Board of Directors shall have power to fix, and
from time to time change, the fiscal year of the corporation.
ARTICLE VII
Amendment
---------
The Board of Directors shall have the power to make, alter or repeal the
By-Laws of the corporation subject to the power of the stockholders to alter or
repeal the By-Laws made or altered by the Board of Directors.
_____________________________
Secretary
-14-
<PAGE>
Exhibit 10(j)
-------------
THE RIVAL COMPANY
DEFERRED COMPENSATION PLAN
FOR OUTSIDE DIRECTORS
Effective February 11, 1997
<PAGE>
The Rival Company, a Delaware corporation (the "Company"), adopts the Rival
Company Deferred Compensation Plan for Outside Directors (the "Plan"), effective
February 11, 1997.
I. Purpose
-------
The purpose of the Plan is to provide the Company's Outside Directors an
opportunity to defer payment of all or part of their Eligible Compensation in
accordance with the terms and conditions set forth herein.
II. Definitions
-----------
(1) "Annual Fees" means the cash portion of (i) any annual fee payable to
an Outside Director for service on the Board, (ii) any other fee determined on
an annual basis and payable for service on, or for acting as chairperson of, any
committee of the Board and (iii) any similar annual fee payable in respect of
service on the board of directors of any Subsidiary or any committee of any such
board of directors.
(2) "Beneficiary" or "Beneficiaries" means a person or other entity
designated by a Participant on a Beneficiary Designation form to receive the
payment of the Deferred Benefit in the event of the Participant's death.
(3) "Beneficiary Designation Form" means the form approved by the Board to
be used by Participants to name their respective Beneficiaries, as attached
hereto as Exhibit B.
(4) "Board" means the Board of Directors of the Company.
(5) "Common Stock" means the Company's common stock.
(6) "Deferral Election" means the election of a Participant, made in
accordance with the terms and conditions of the Plan, to defer all or a portion
of the Participant's Eligible Compensation for a Deferral Year.
(7) "Deferral Election Form" means the form approved by the Board pursuant
to which a Participant makes a Deferral Election, as attached hereto as Exhibit
A.
(8) "Deferral Year" means the calendar year commencing on the first day of
each year following an individual's election as an Outside Director of the
Company; provided, however, that (i) the Deferral Year 1997 shall be the
remainder of the year commencing April 1, 1997, and (ii) if an individual
becomes an Outside Director for the first time on any date other than the date
of the
-2-
<PAGE>
Annual Meeting of Shareholders of the Company, the Deferral Year shall be the
remainder of the year commencing on the first day of the calendar quarter
following the date such individual becomes an Outside Director.
(9) "Deferred Benefit" means an amount that will be paid on a deferred
basis under the Plan to a Participant who has made a Deferral Election pursuant
to Section V.
(10) "Deferred Compensation Account" means the bookkeeping record
established for each Participant. A Deferred Compensation Account is established
only for purposes of measuring a Deferred Benefit and not to segregate assets or
to identify assets that may be used to pay a Deferred Benefit.
(11) "Director Fees" means the aggregate of a Participant's Annual Fees and
Meeting Fees.
(12) "Election Date" means December 31 of the year preceding the beginning
of the Deferral Year; provided, however, that (i) the Election Date for the
Deferral Year 1997 shall be March 31, 1997, and (ii) if an individual becomes an
Outside Director for the first time on any date other than the date of the
Annual Meeting of Shareholders of the Company, the Election Date for such
Deferral Year shall be the last day of the calendar quarter in which such
individual first becomes an Outside Director.
(13) "Eligible Compensation" means a Participant's Director Fees earned for
service during the relevant Deferral Year.
(14) "Fair Market Value" of a share of Common stock means (i) during any
period that the Common Stock is actively traded, the arithmetic average of the
closing prices of a share of Common Stock on the NASDAQ for the last five
trading days prior to the date of determination, or (ii) during any period that
the Common Stock is not actively traded, pursuant to such other method as the
Board may reasonably specify for determining the Common Stock's fair market
value.
(15) "Meeting Fees" means (i) any meeting fee payable in respect of
attendance at or participation in meetings of the Board or any committee of the
Board or any meeting of the stockholders of the Company and (ii) any similar
meeting fee payable in respect of service on the board of directors of any
Subsidiary or any committee of any such board of directors.
(16) "Outside Director" means a duly-elected member of the Board who is not
an employee of the Company or any of its majority-owned Subsidiaries.
-3-
<PAGE>
(17) "Participant" means an Outside Director who participates in the Plan
pursuant to Section IV.
(18) "Phantom Stock Unit" means a bookkeeping unit representing one share
of Common Stock.
(19) "Phantom Stock Deferral" means a Deferred Benefit that is credited to
a Participant's Deferred Compensation Account as a number of Phantom Stock
Units.
III. Administration
(1) Authority. The Board or a committee designated pursuant to paragraph
(2) below will be responsible for administering the Plan. The Board or such
committee will have authority to adopt such rules as it may deem appropriate to
carry out the purposes of the Plan, and shall have authority to interpret and
construe the provisions of the Plan and any agreements under the Plan and to
make determinations pursuant to any Plan provision.
(2) Delegation. The Board may designate a committee composed of one or
more members of the Board other than Outside Directors to carry out its
responsibilities, under such conditions as it may set.
IV. Eligibility
(1) Outside Directors. All Outside Directors may participate in the Plan.
(2) Becoming a Participant. An Outside Director becomes a Participant for
any Deferral Year by filing a Deferral Election Form according to Section V.
V. Deferral Elections
(1) General Provisions. A Participant may elect to defer all or a
specified percentage (in multiples of 10 percent) of the Participant's Eligible
Compensation for a Deferral Year, in the manner provided in this Section.
(2) Deferral Election Forms. Before the Election Date applicable to a
Deferral year, each Outside Director will be provided with a Deferral Election
Form and a Beneficiary Designation Form. In order for an Outside Director to
participate in the Plan for a given Deferral Year, a Deferral Election Form,
completed and signed by the Participant, must be delivered to the Secretary of
the Company on or prior to the applicable Election
-4-
<PAGE>
Date. An Outside Director electing to participate in the Plan for a given
Deferral Year shall indicate on his Deferral Election Form:
(a) the percentage of Eligible Compensation for the applicable
Deferral Year to be deferred (in multiples of 10 percent); and
(b) the Participant's election to have distribution of his Deferred
Benefit commence on the earliest to occur of (i) the last day of the calendar
quarter following termination of the Participant's service as an Outside
Director, or (ii) the date or dates specified by the Participant in such Form;
provided, however, that any such election concerning the commencement of
distribution of a Participant's Deferred Benefit shall be subject to the terms
and conditions of Section VI(2).
(3) Revocation or Change of Deferral Election. A Participant may
revoke or change a Deferral Election applicable to a Deferral Year. To be
effective, a revocation or change must be in writing and signed by the
Participant, must express the Participant's intention to revoke or change the
Participant's Deferral Election applicable to that Deferral Year, and must be
delivered to the Secretary of the Company before the close of business on the
Election Date applicable to such Deferral Year. Any purported revocation or
change that does not comply with this Section will not be given effect.
VI. Deferred Benefits and Distributions
(1) Deferred Compensation Accounts.
(a) Establishment of Accounts. A Participant's deferrals will be
credited to a Deferred Compensation Account established by the Company for that
Participant. Each Deferred Compensation Account will be credited with earnings
as provided in paragraph (2) below.
(b) Credits to Deferred Compensation Accounts. A bookkeeping account
will be established for each Director who makes a Deferral Election. Eligible
Compensation deferred will be credited to each Participant's account quarterly
as of the last day of each calendar quarter during the Deferral Year, as Phantom
Stock Units representing shares of Common Stock of the Company (including
fractions thereof). The number of Phantom Stock Units credited to each
Participant's account will be determined by dividing (i) the amount of
Compensation deferred by (ii) the Fair Market Value of a share of Common Stock
of the Company as of the date credited.
(c) Account Statements. The Company will furnish each
-5-
<PAGE>
Participant with a statement setting forth the value of such Participant's
Deferred Compensation Account as of the end of each Deferral Year and all
credits to and payments from the Deferred Compensation Account during such year.
Such statement will be furnished no later than 60 days after the end of each
Deferral Year.
(2) Dividend Equivalents on Phantom Stock Deferrals. Upon the payment of
dividends or other distributions in respect of the Common Stock, a participant's
Deferred Compensation Account will be credited with an additional number of
Phantom Stock Units equal to the product of (i) the number of Phantom Stock
Units credited to the Participant's Deferred Compensation Account and (ii) the
quotient of (A) the amount of cash or the value (as determined by the Board) of
any securities or other property paid or distributed in respect of one share of
Common Stock divided by (B) the Fair Market Value of one share of Common Stock
as of the date credited.
(3) Payment of Deferred Benefit. A Participant's Deferred Benefit shall
become payable to the Participant commencing after the date (the "Payment Date")
which is the earliest to occur of:
(a) the last day of the calendar quarter in which the termination of
the Participant's service as an Outside Director of the Company occurs; or
(b) the date or dates specified in the Deferral Election Form
executed by the Participant.
(4) Amount, Manner and Time of Payment.
(a) The Fair Market Value of Phantom Stock Units shall be calculated
as of the Payment Date.
(b) All payments of Deferred Benefits under the Plan will be made in
cash as soon as practicable, but in no event later than 30 days following the
Payment Date.
(c) The Company shall pay a Participant's Deferred Benefit in a
single lump sum or in multiple installments, as specified in the Participant's
Deferral Election Form.
(d) In the event of a Participant's death, the Participant's entire
Deferred Benefit will be distributed in a lump sum to the Participant's
designated Beneficiary or Beneficiaries, or in the absence of any designated
Beneficiary, to the Participant's estate.
VII. Designation of Beneficiary on Death
-----------------------------------
-6-
<PAGE>
(1) Beneficiary Designations. Each Participant may designate a Beneficiary
to receive any Deferred Benefit due under the Plan upon the Participant's death
by executing a Beneficiary Designation Form. A Beneficiary designation is not
binding on the Company until the Secretary of the Company receives the
Beneficiary Designation Form. If no designation is made or no designated
Beneficiary is alive (or in the case of an entity designated as a Beneficiary,
in existence) at the time of the Participant's death, payments due under the
Plan will be made to the Participant's estate.
(2) Change of Beneficiary Designation. A Participant may change an earlier
Beneficiary designation by executing a later Beneficiary Designation Form. The
execution of a Beneficiary Designation Form revokes and rescinds any prior
Beneficiary Designation Form.
VIII. Amendments
----------
(1) General Power of Board. The Plan may be altered, amended, suspended,
or terminated at any time by the Board in its sole discretion.
(2) When Participant's Consent Required. Except for a termination of the
Plan caused by the Board's determination that the laws upon which the Plan is
based have changed in a manner that negates the Plan's objectives, the Board may
not alter, amend, suspend, or terminate the Plan without the consent of any
Participant to the extent that such action would result in the distribution to
such Participant of an amount then credited to his Deferred Compensation Account
in any manner other than as provided in the Plan.
IX. Company's Obligation
--------------------
The Plan will be funded from the general corporate assets of the Company
and no assets will be placed in trust or otherwise set aside to fund Deferred
Compensation Accounts. Each Participant or Beneficiary will be an unsecured
creditor of the Company. Amounts payable under the Plan will be satisfied solely
out of the general assets of the Company, subject to the claims of the Company's
creditors. No Participant, Beneficiary or any other person shall have any
interest in any fund or in any specific asset of the Company by reason of any
amount credited to the Participant hereunder, nor shall any Participant,
Beneficiary or any other person have any right to receive any distribution under
the Plan, except as and to the extent expressly provided in the Plan.
-7-
<PAGE>
X. Restrictions on Transfer
------------------------
The Company shall pay all amounts payable under the Plan only to the
Participant or Beneficiary designated under the Plan to receive such amounts.
Neither a Participant nor his Beneficiary shall have any right to anticipate,
alienate, sell, transfer, assign, pledge, encumber or change any benefit to
which such Participant or Beneficiary may become entitled under the Plan, and
any attempt to do so shall be void. A Deferred Benefit shall not be subject to
attachment, execution by levy, garnishment, or other legal or equitable process
for a Participant's or Beneficiary's debts or other obligations.
XI. Election, Revocation and Change Notices
---------------------------------------
Notices of election, revocation of election, or change of election under
the Plan must be in writing. Any such notice will be deemed delivered to the
Secretary of the Company on the date it is (i) delivered personally to the
Secretary of the Company at 600 East 101st Terrace, Kansas City, Missouri,
64131, Attn: Secretary of the Company (or at such other address as the Company
may from time to time designate as the address for the receipt of such notices
of election, revocation or change of election under the Plan), (ii) mailed by
registered mail or certified mail to the Secretary of the Company at such
address, or (iii) sent by facsimile transmission to the Secretary of the company
at (816) 943-4123 (or such other facsimile transmission number as the Company
may designate from time to time for the receipt of such notices under the Plan),
provided that an original signed election or revocation of election is received
by the Secretary of the Company no later than 10 business days after such
transmission.
XII. Waivers
-------
The waiver of a breach of any provision in the Plan shall not operate as
and may not be construed as a waiver of any later breach.
XIII. Governing Law
-------------
The Plan shall be construed in accordance with and governed by the laws of
the State of Delaware.
-8-
<PAGE>
XIV. Effective Date
--------------
The Plan shall be effective as of February 11, 1997 and Deferral Elections
may be made beginning with Eligible Compensation earned during the calendar
quarter year beginning April 1, 1997.
XV. Construction
------------
The headings in the Plan are included for convenience of reference only
and are to be ignored in any construction of the Plan's provisions. If a
provision of the Plan is not valid or enforceable, that fact shall in no way
affect the validity or enforceability of any other provision. Use of one gender
includes the other, and the singular and plural include each other. The
provisions of the Plan are binding on the Company and its successors or assigns,
and on the Participants, their Beneficiaries, heirs, and personal
representatives.
XVI. No Right to Reelection
----------------------
Nothing in the Plan shall be deemed to create any obligation on the part
of the Board to nominate any of its members for reelection by the Company's
shareholders, nor confer upon any Outside Director the right to remain a member
of the Board for any period of time, or at any particular rate of compensation.
-9-
<PAGE>
EXHIBIT A
THE RIVAL COMPANY
DEFERRED COMPENSATION PLAN
FOR OUTSIDE DIRECTORS
---------------------
Deferral Election Form
----------------------
TO: Secretary,
The Rival Company
I acknowledge having received a copy of The Rival Company Deferred
Compensation Plan for Outside Directors, as adopted by the Board effective
February 11, 1997, and I am familiar with the terms of the Plan. I elect to
become a Participant for the Deferral Years specified below, according to the
Plan's terms and according to the elections completed below. Capitalized terms
used herein have the meaning specified in the Plan.
A: Deferral of Director Fees
-------------------------
_____ 1. Please defer all of my Director Fees for the Deferral Year
commencing ___________________, 19__, and for each subsequent Deferral Year
during my service as an Outside Director of the Company, as a Deferred
Benefit according to the terms of the Plan, until this Deferral Election is
revoked pursuant to the terms of the Plan.
_____ 2. Please defer _________% (in ten percent increments) of my
Director Fees for the Deferral Year commencing
__________________, 19___ as a Deferred Benefit according to
the terms of the Plan.
_____ 3. I do not wish to defer my Director Fees.
B: Form of Deferral:
----------------
I elect to have my Director Fees deferred pursuant to my election in
Section A above credited to my Deferred Compensation Account as a Phantom Stock
Deferral.
C: Commencement of Deferred Benefit Payments:
-----------------------------------------
I elect to have payment of the Deferred Benefit due me under the Plan
commence (check only one alternative):
-10-
<PAGE>
1. on the last day of the calendar quarter in which the
----- termination of my service as an Outside Director of the
Company occurs; or
2. on the earlier of:
-----
(a) the last day of the calendar quarter in which the
termination of my service as an Outside Director of the Company
occurs, or
(b) the following specified date or dates:
------------------------------------------------------------
------------------------------------------------------------
D. Payment in Lump Sum or in Installments
--------------------------------------
I elect to receive payment of the Deferred Benefit due me under the Plan
(check only one alternative):
1. In a lump sum, or
-----
2. In installments as follows:
-----
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
E. Revocation or Change of Election:
---------------------------------
I understand and acknowledge that my elections made pursuant to this
Deferral Election Form, once made, may only be revoked or changed prior to the
commencement of a Deferral Year pursuant to the terms of the Plan.
- ---------------------
Date
-------------------------
Signature
-------------------------
Name (Please Print)
-------------------------
-------------------------
Mailing Address
-11-
<PAGE>
EXHIBIT B
THE RIVAL COMPANY
DEFERRED COMPENSATION PLAN
FOR OUTSIDE DIRECTORS
---------------------
Beneficiary Designation Form
----------------------------
TO: Secretary,
The Rival Company
I designate __________________________________________________________
_______________________________________________________________________________,
who may be contacted at the following address __________________________________
_______________________________________________________, as my primary
Beneficiary(ies) of any benefits that become payable under The Rival Company
Deferred Compensation Plan for Outside Directors (the "Plan") as a result of my
death.
If a designated Beneficiary survives me but dies (or if a trust,
terminates) before all benefits have been paid to the Beneficiary, I direct the
remainder of the payments to be made as the Beneficiary designates, or if the
Beneficiary fails to properly execute a Beneficiary designation, to the
Beneficiary's estate, or, if a trust, to the trustee to be distributed in
accordance with the terms of the trust.
This designation revokes and rescinds any prior Beneficiary
designation made by me under the Plan.
If a Beneficiary is not named, or if there is no Beneficiary otherwise
in existence at the time of my death, I understand that payments will be made to
my estate.
I understand that this Beneficiary designation applies until revoked
by my written request.
I also understand that, in executing this Beneficiary designation, I
agree to be bound by the terms and conditions of the Plan and agree that such
terms and conditions are binding upon my Beneficiary(ies), distributees and
personal representatives.
- --------------------- --------------------------
Date Signature
--------------------------
Name (Please Print)
--------------------------
--------------------------
Mailing Address
- -183785
-12-
<PAGE>
THE RIVAL COMPANY AND SUBSIDIARIES Exhibit 11
Earnings (Loss) Per Share
(in thousands except per share data)
<TABLE>
<CAPTION>
Three months ended Nine months ended
------------------ -----------------
03/31/97 03/31/96 03/31/97 03/31/96
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net earnings (loss) $(4,338) $1,572 $9,532 $14,121
======= ====== ====== =======
Primary Earnings Per Share
- --------------------------
Weighted average common and common
equivalent shares outstanding 9,968 9,959 9,963 9,940
======= ====== ====== =======
Earnings (loss) per common and common
equivalent share $ (0.44) $ 0.16 $ 0.96 $ 1.42
======= ====== ====== =======
Share computation:
Average common shares
outstanding 9,741 9,726 9,735 9,722
Average number of options
outstanding 659 549 672 539
Less treasury shares acquired
with proceeds from exercise
of options (432) (316) (444) (321)
======= ====== ====== =======
Weighted average common and common
equivalent shares outstanding 9,968 9,959 9,963 9,940
======= ====== ====== =======
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted from
Form 10Q for the quarter ended March 31, 1997 and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 9-MOS
<FISCAL-YEAR-END> JUN-30-1997 JUN-30-1996
<PERIOD-START> JUL-01-1996 JUL-01-1995
<PERIOD-END> MAR-31-1997 MAR-31-1996
<CASH> 369 320
<SECURITIES> 0 0
<RECEIVABLES> 73,732 58,183
<ALLOWANCES> 2,718 2,374
<INVENTORY> 104,820 88,229
<CURRENT-ASSETS> 180,926 146,697
<PP&E> 77,173 60,815
<DEPRECIATION> 34,000 24,573
<TOTAL-ASSETS> 292,522 236,406
<CURRENT-LIABILITIES> 90,278 88,132
<BONDS> 84,000 38,000
0 0
0 0
<COMMON> 98 97
<OTHER-SE> 113,857 106,477
<TOTAL-LIABILITY-AND-EQUITY> 292,522 236,406
<SALES> 296,044 233,263
<TOTAL-REVENUES> 296,044 233,263
<CGS> 218,075 167,879
<TOTAL-COSTS> 218,075 167,879
<OTHER-EXPENSES> 54,212 37,144
<LOSS-PROVISION> 655 463
<INTEREST-EXPENSE> 7,606 4,816
<INCOME-PRETAX> 16,118 23,221
<INCOME-TAX> 6,586 9,100
<INCOME-CONTINUING> 9,532 14,121
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 9,532 14,121
<EPS-PRIMARY> 0.96 1.42
<EPS-DILUTED> 0.96 1.42
</TABLE>
