UNITED STATES
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 October 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
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Commission File Number: 1-13600
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HUNTCO INC.
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(Exact name of registrant as specified in its charter)
MISSOURI 43-1643751
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14323 SOUTH OUTER FORTY, SUITE 600N, TOWN & COUNTRY, MISSOURI 63017
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(Address of principal executive offices)
(314) 878-0155
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(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. [X] Yes [ ] No
As of December 1, 1997, the number of shares outstanding of each class
of the Registrant's common stock was as follows: 5,292,000 shares of Class A
common stock and 3,650,000 shares of Class B common stock.
<PAGE>
HUNTCO INC.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
October 31, 1997 (Unaudited) and April 30, 1997 (Audited)
Condensed Consolidated Statements of Income
Six and Three Months Ended October 31, 1997 and 1996 (Unaudited)
Condensed Consolidated Statements of Cash Flows
Six and Three Months Ended October 31, 1997 and 1996 (Unaudited)
Notes to Condensed Consolidated Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
PART II. OTHER INFORMATION
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 6. Exhibits and Reports on Form 8-K
<PAGE>
PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements
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HUNTCO INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
October 31, April 30,
1997 1997
---------- ----------
(unaudited) (audited)
<S> <C> <C>
ASSETS
Current assets:
Cash $ 35 $ 1,124
Accounts receivable, net 46,807 46,452
Inventories 84,418 105,569
Other current assets 2,571 3,983
-------- --------
133,831 157,128
Property, plant and equipment, net 144,209 141,436
Other assets 10,759 8,754
-------- --------
$288,799 $307,318
======== ========
LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 46,520 $ 72,569
Accrued expenses 3,676 4,868
Current maturities of long-term debt 200 189
-------- --------
50,396 77,626
-------- --------
Long-term debt 107,571 100,877
Deferred income taxes 7,904 7,754
-------- --------
115,475 108,631
-------- --------
Shareholders' equity:
Series A preferred stock (issued and
outstanding, 225; stated at liquidation value) 4,500 4,500
Common stock:
Class A (issued and outstanding, 5,292) 53 53
Class B (issued and outstanding, 3,650) 37 37
Additional paid-in-capital 86,530 86,530
Retained earnings 31,808 29,941
-------- --------
122,928 121,061
-------- --------
$288,799 $307,318
======== ========
See Accompanying Notes to Condensed Consolidated Financial Statements
</TABLE>
<PAGE>
HUNTCO INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited, in thousands, except per share amounts)
<TABLE>
<CAPTION>
Six Months Three Months
Ended October 31 Ended October 31
1997 1996 1997 1996
------- ------- ------ ------
<S> <C> <C> <C> <C>
Net sales $189,623 $162,413 $99,110 $83,983
Cost of sales 172,934 144,213 91,490 74,777
------- ------- ------ ------
Gross profit 16,689 18,200 7,620 9,206
Selling, general and
administrative expenses 8,726 7,444 4,415 3,813
------- ------- ------ ------
Income from operations 7,963 10,756 3,205 5,393
Other income (expense):
Interest, net (3,814) (2,694) (1,959) (1,492)
------- ------- ------ ------
Income before income taxes 4,149 8,062 1,246 3,901
Provision for income taxes 1,556 3,075 474 1,484
------- ------- ------ ------
Net income $ 2,593 $ 4,987 $ 772 $ 2,417
Preferred dividends 100 - 50 -
------- ------- ------ ------
Net income available
for common shareholders $ 2,493 $ 4,987 $ 772 $ 2,417
======= ======= ====== ======
Earnings per common share $ .28 $ .56 $ .08 $ .27
===== ===== ===== =====
Weighted average
common shares outstanding 8,942 8,942 8,942 8,942
===== ===== ===== =====
See Accompanying Notes to Condensed Consolidated Financial Statements
</TABLE>
<PAGE>
HUNTCO INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
<TABLE>
<CAPTION>
Six Months
Ended October 31,
1997 1996
------- -------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 2,593 $ 4,987
------- -------
Adjustments to reconcile net income to
net cash (used) by operating activities:
Depreciation and amortization 4,471 3,905
Other 50 (370)
Decrease (increase) in:
accounts receivable (354) (3,114)
inventories 21,151 (11,179)
other current assets 1,412 (238)
other assets (2,310) 66
Increase (decrease) in:
accounts payable (26,049) (4,372)
accrued expenses (1,192) (2,260)
non-current deferred taxes 150 1,753
------- -------
Total adjustments (2,671) (15,809)
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Net cash (used) by operating activities (78) (10,822)
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Cash flows from investing activities:
Acquisition of property, plant and equipment, net (6,990) (14,626)
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Net cash (used) by investing activities (6,990) (14,626)
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Cash flows from financing activities:
Net proceeds from newly-issued debt 6,800 26,000
Net payments on long-term debt (95) (94)
Common stock dividends (626) (581)
Preferred stock dividends (100) -
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Net cash provided by financing activities 5,979 25,325
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Net (decrease) in cash (1,089) (123)
Cash, beginning of period 1,124 2,737
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Cash, end of period $ 35 $ 2,614
======= =======
See Accompanying Notes to Condensed Consolidated Financial Statements
</TABLE>
<PAGE>
HUNTCO INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
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1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The condensed consolidated balance sheet as of October 31, 1997, the condensed
consolidated statements of income for six and t months ended October 31, 1997
and 1996, and the condensed consolidated statements of cash flows for the six
months ended October 31, 1997 and 1996 have been prepared by Huntco Inc. (the
"Company") without audit. In the opinion of management, all adjustments
(which include only normal, recurring adjustments) necessary to present fairly
the financial position at October 31, 1997, and the results of operations and
cash flows for the interim periods presented have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted where inapplicable. A summary of
the significant accounting policies followed by the Company is set forth in
Note 1 to the Company's consolidated financial statements included within Item
8 to the Company's annual report on Form 10-K (the "Form 10-K"), which Form
10-K was filed with the Securities and Exchange Commission on July 28, 1997.
The condensed consolidated financial statements included herein should be read
in conjunction with the consolidated financial statements and notes thereto
for the year ended April 30, 1997 included in the aforementioned Form 10-K.
The results of operations for the periods ended October 31, 1997 are not
necessarily indicative of the operating results for the full year.
2. CHANGE IN FISCAL YEAR END
On October 23, 1997, the Company filed a Form 8-K disclosing its decision to
change its fiscal year end from April 30 to December 31. As a result, the
Company will file a transition report on Form 10-K for the eight month
transition period ended December 31, 1997.
3. INVENTORIES
Inventories consisted of the following as of:
<TABLE>
<CAPTION>
October 31, April 30,
1997 1997
-------- --------
<S> <C> <C>
Raw materials $ 55,634 $ 84,046
Finished goods 28,784 21,523
-------- --------
$ 84,418 $105,569
======== ========
</TABLE>
The Company classifies its inventory of cold rolled steel coils as finished
goods. These cold rolled coils can either be sold as master coils, without
further processing, or may be slit, blanked or cut-to-length by the Company
prior to final sale.
4. LONG-TERM DEBT
As of October 31, 1997, the Company was in technical non-compliance with a
covenant of its revolving credit facility. The Company has received a waiver
of such technical non-compliance from its domestic commercial banking lenders.
The Company is in the process of negotiating revisions to the financial
covenants, along with certain other terms and provisions, of its long-term
debt agreements in order to have the terms of such agreements and covenants
reflect the current level of the Company's operating earnings and its
liquidity needs. These revisions, which will likely include the granting of
security interests in certain assets of the Company to its lenders, are not
expected to result in material changes to the level of funds available to the
Company pursuant to its current long-term debt agreements, or to the cost of
such funds. The Company expects to complete this process during the first
quarter of 1998.
5. DIVIDENDS
The Company's Board of Directors declared a dividend of $.035 per share on its
shares of Class A common stock and Class B common stock for shareholders of
record on December 1, 1997, payable on December 15, 1997.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
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RISK FACTORS
This report contains certain statements that are forward-looking and involve
risks and uncertainties. Words such as "expects," "believes," and
"anticipates," and variations of such words and similar expressions are
intended to identify such forward looking statements. These statements are
based on current expectations and projections concerning the Company's
operations, the steel processing industry in general, and on assumptions made
by Company management, and are not guarantees of future performance.
Therefore, actual events, outcomes, and results may differ materially from
what is expressed or forecasted in such forward-looking statements. The
Company encourages those who make use of this forward-looking data to make
reference to a complete discussion of the factors which may cause the forward-
looking data to differ materially from actual results which is contained in
the Company's Annual Report and in Form 10-K, both for the year ended April
30, 1997.
RESULTS OF OPERATIONS
Net sales for the three months ended October 31, 1997 were $99.1 million, an
increase of 18.0% over the prior year's second quarter net sales of $84.0
million. Net sales for the six months ended October 31, 1997 were $189.6
million, an increase of 16.8% over net sales of $162.4 million for the
comparable period of the prior year.
The improvement in net sales is attributable to increased levels of tons
processed. The Company processed a record 301,499 tons of steel in the three
months ended October 31, 1997, an increase of 26.3% in comparison to the three
months ended October 31, 1996. The Company processed 568,094 tons of steel in
the six month period ended October 31, 1997, an increase of 20.9% in
comparison to prior year amounts. Approximately 25.1% and 24.6% of the tons
processed in the three and six month periods ended October 31, 1997,
respectively, represented customer owned material processed on a per ton, fee
basis. Also included in tons sold were 60,684 and 117,334 tons of cold rolled
products for the three and six month periods ended October 31, 1997, which
amounts reflect increases of 37.3% and 38.9%, over the respective prior year
periods.
Reflecting lower raw material costs (i.e. lower hot rolled steel prices
charged by the Company's suppliers), average per ton selling values declined
approximately 3.3% and 2.2% for the three and six months ended October 31,
1997, when compared to average per ton selling values for the corresponding
periods of the prior year.
Gross profit, expressed as a percentage of net sales, was 7.7% and 8.8% for
the three and six month periods ended October 31, 1997, which reflects a
decline from the 11.0% and 11.2% gross profit percentages in the comparable
periods of the prior year. This downward trend in gross profit margins
reflects the effects of price competition as the Company continues to expand
its sales of cold rolled steel products, as well as lower margins on hot
rolled steel products reflecting declining steel prices charged by producers
of hot rolled steel coils. Also negatively affecting gross profit margins is
a slower than expected ramp-up of sales at the Company's expanded cold rolling
mill and at its metal stamping facility, both in Blytheville, Arkansas, along
with related operating inefficiencies. The negative factors affecting the
Company's gross profit margins are anticipated to continue at least through
the end of the calendar year.
Selling, general and administrative ("SG&A") expenses of $4.4 and $8.7 million
for the three and six month periods ended October 31, 1997, reflect increases
of $.6 million and $1.3 million over the comparable periods of the prior year.
SG&A expenses, when analyzed as a percentage of net sales, remained steady at
4.5% and 4.6% for the three and six months ended October 31, 1997 and 1996.
The dollar increase in SG&A expenses is attributable to the higher level of
business activity conducted throughout the Company, which includes the
operation of the new South Carolina facility during the current year.
Income from operations was $3.2 million and $8.0 million in the three and six
months ended October 31, 1997, which amounts are $2.2 million and $2.8 million
less than those reported for the three and six month periods ended October 31,
1996. These declines reflect the factors discussed in the preceding
paragraphs.
Net interest expense of $2.0 million and $3.8 million were incurred during the
three and six months ended October 31, 1997, which reflect increases over
comparable net interest expense amounts of $1.5 million and $2.7 million from
the corresponding periods of the prior year. These increases are the result
of higher borrowings on the Company's revolving credit facility in order to
support higher working capital levels for the current versus the prior year.
The Company capitalized $.3 million and $.6 million of interest costs to
construction in progress in the three and six months ended October 31, 1997,
similar to the $.3 million and $.7 million of interest capitalized in the
comparable periods of the prior year.
The effective income tax rate experienced by the Company was 38.0% and 37.5%
during the three and six months ended October 31, 1997, which compare to rates
of 38.0% and 38.1% recognized during the comparable period of the prior year.
Net income for the three and six months ended October 31, 1997 was $.8
million, or $.08 per common share, and $2.6 million, or $.28 per common share.
These amounts compare to net income of $2.4 million, or $.27 per common share,
and $5.0 million, or $.56 per common share, during the corresponding periods
of the prior year. These decreases reflect the factors discussed in the
preceding paragraphs.
LIQUIDITY AND CAPITAL RESOURCES
The Company used $7.0 million and $14.6 million of cash during the six months
ended October 31, 1997 and 1996, respectively, to acquire property, plant and
equipment, as expenditures continue to be made in conjunction with the
Company's capital expansion projects -- most significantly the Company's
second coil pickling line being constructed in Blytheville, Arkansas during
the six months ended October 31, 1997, and the new facility in Kentucky and
the new stamping plant in Blytheville during the six months ended October 31,
1996. Increased borrowings on the Company's revolving credit facility
provided the funds for these expenditures during both periods.
Construction of the second coil pickling line at the Company's Blytheville
facility remains on schedule. Completion of this new line is expected near
the end of December, 1997; with start-up expected to occur in the first
calendar quarter of 1998. This new pickling line is expected to provide a
better quality feed stock for the Company's cold rolling mill in addition to
expanding the Company's pickling capacity. The Company has been operating its
other pickling line in Blytheville at full capacity levels for well over a
year. No other significant capital projects are currently committed to by the
Company beyond completion of the second pickling line at the Blytheville
facility. The Company expects to fund the approximate $2.0 million of
anticipated additional 1997 capital expenditures with net cash to be provided
by operations and/or through additional borrowings.
Net cash used by operating activities was $.1 million for the six months ended
October 31, 1997. During this period the Company reduced its outstanding
accounts payable balance by $26.0 million, primarily by using cash generated
from net income and non-cash depreciation and amortization charges, and a
$21.2 million reduction in its inventory balance. The Company believes that
its investment in inventories will continue to decline, and should be below
$80.0 million by December 31, 1997.
During the six months ended October 31, 1996, the Company borrowed additional
funds on its revolving credit facility, which increased by a total of $26.0
million. Beyond the funds used to acquire property as described above, the
additional borrowings during this period were used to fund increased levels of
working capital required by the Company. As a result, the Company funded its
net cash used by operating activities of $10.8 million during the six months
ended October 31, 1996 with additional corporate borrowings.
The Company maintains a policy to limit its long-term debt, inclusive of
current maturities (i.e., "funded debt"), to no more than 50% of total
capitalization (i.e., the sum of the Company's funded debt and total
shareholders' equity), which policy has been incorporated into the Company's
primary long-term debt agreements. As of October 31, 1997, the ratio of the
Company's funded debt to total capitalization was 46.7%.
As of October 31, 1997, the Company had unused borrowing capacity of $22.1
million under its $80.0 million revolving credit facility. This amount was
further limited to $15.1 million of unused borrowing capacity as of October
31, 1997, given the constraint of complying with the Company's funded debt to
total capitalization covenant discussed above.
The Company is in the process of negotiating revisions to the financial
covenants, along with certain other terms and provisions, of its long-term
debt agreements in order to have the terms of such agreements and covenants
reflect the current level of the Company's operating earnings and its
liquidity needs. These revisions, which will likely include the granting of
security interests in certain assets of the Company to its lenders, are not
expected to result in material changes to the level of funds available to the
Company pursuant to its current long-term debt agreements, or to the cost of
such funds. The Company expects to complete this process during the first
quarter of 1998.
The Company paid dividends on its Class A and Class B common stock of $.6
million during each of the six months ended October 31, 1997 and 1996. During
the six months ended October 31, 1997, the Company paid dividends of $.1
million on its Series A preferred stock, which was issued on January 30, 1997.
The Company's cash position, unused borrowing capacity, and cash anticipated
to be generated from operations is expected to be sufficient to meet its
commitments in terms of working capital growth, capital expenditures and the
payment of dividends on the outstanding shares of Series A preferred stock and
Class A and Class B common stock over the next twelve months.
The Company maintains the flexibility to issue additional equity in the form
of Class A common stock or additional series of preferred stock junior to the
Series A preferred stock if and when market circumstances should ever dictate.
The Company, from time-to-time, explores financing alternatives such as
increasing its borrowing capacity on its revolving credit facility, the
possibility of issuing additional long-term debt, or pursuing further
operating lease financing for new business expansions.
<PAGE>
PART II. OTHER INFORMATION
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Item 3. Defaults Upon Senior Securities
- -------------------------------------------
As of October 31, 1997, the Company was in technical non-compliance with a
covenant of its revolving credit facility. The Company has received a waiver
of such technical non-compliance from its domestic commercial banking lenders.
Item 4. Submission of Matters to a Vote of Security Holders
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(a) The Company held its annual meeting of shareholders on September
11, 1997.
(b) The following directors were elected to serve terms of three
years, with such terms to expire in 2000: Donald E. Brandt and Michael M.
McCarthy. The remaining directors include James J. Gavin, Jr. and Terry J.
Heinz, whose terms expire in 1998; and B. D. Hunter and Robert J. Marischen,
whose terms expire in 1999.
(c) With respect to the vote for directors, Messrs. Brandt and
McCarthy each received 41,010,837 votes in favor of election, with 16,860
votes withheld.
(d) Not applicable.
Item 6. Exhibits and Reports on Form 8-K
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(a) See the Exhibit Index included herein.
(b) Reports on Form 8-K:
The Company filed a Form 8-K on August 18, 1997, which filing discussed under
Item 5, Other Events, the Company's earnings for the three months ended July
31, 1997, as well as providing certain forward-looking data for the fiscal
year ending April 30, 1998.
The Company filed a Form 8-K on October 23, 1997, which filing discussed under
Item 8, Change in Fiscal Year, the Company's decision to change its fiscal
year from an April 30 fiscal year end to a calendar year end; as well as
providing under Item 5, Other Events, an update of the Company's earnings
outlook for the balance of its eight month transition period ending December
31, 1997.
The Company filed a Form 8-K on November 17, 1997, which filing discussed
under Item 5, Other Events, the Company's earnings for the three and six
months ended October 31, 1997, as well as providing certain forward-looking
data for the Company's eight-month transition period ending December 31, 1997.
<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.
HUNTCO INC.
(Registrant)
Date: December 15, 1997 By: /s/ ROBERT J. MARISCHEN
-----------------------
Robert J. Marischen,
Vice Chairman of the Board
and Chief Financial Officer
<PAGE>
EXHIBIT INDEX
These Exhibits are numbered in accordance with the Exhibit Table of Item 601
of Regulation S-K.
2: Omitted - not applicable.
3(ii) Amended and Restated Bylaws of Huntco Inc.
4: Omitted - not applicable.
10: Omitted - not applicable.
11: Omitted - not applicable.
15: Omitted - not applicable.
18: Omitted - not applicable.
19: Omitted - not applicable.
22: Omitted - not applicable.
23: Omitted - not applicable.
24: Omitted - not applicable.
27: Financial Data Schedule.
99: Omitted - not applicable.
AMENDED AND RESTATED
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BYLAWS OF
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HUNTCO INC.
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ARTICLE I
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OFFICES
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1. PRINCIPAL OFFICE. The principal office of the Corporation
shall be located at such place, either within or without the State of
Missouri, as the Board of Directors shall designate from time to time.
2. REGISTERED OFFICE AND AGENT. The Corporation shall have and
continuously maintain a registered office and a registered agent within the
State of Missouri. The Board of Directors, from time to time by resolution,
may change the registered agent and the address of the registered office.
3. ADDITIONAL OFFICES. The Corporation may also have offices
and branch offices at such other places as the Board of Directors from time to
time may designate or the business of the Corporation may require.
ARTICLE II
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SEAL
----
The seal of the Corporation shall be a circular impression with the
name of the Corporation in the upper portion of the rim thereof, the word
"MISSOURI" in the lower portion of the rim thereof, and the word "SEAL" in the
center. The corporate seal, or a facsimile thereof, may be impressed or
affixed or in any manner reproduced. The Board of Directors, by resolution,
may change the form of the corporate seal from time to time.
ARTICLE III
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MEETINGS OF SHAREHOLDERS
------------------------
1. PLACE. All meetings of the shareholders shall be held at
such place within or without the State of Missouri as may be designated by the
Board of Directors at a meeting held not less than ten (10) days prior to such
meeting of shareholders. In the event the Board of Directors fails to
designate a place for the meeting to be held, then the meeting shall be held
at the principal office of the Corporation. Anything to the contrary in this
Article III notwithstanding, any meeting of shareholders called expressly for
the purpose of removing one (1) or more Directors shall be held at the
registered office or principal business office of the Corporation in this
state or in the city or county in this state in which the principal business
office of the Corporation is located.
2. ANNUAL MEETING. An annual meeting of shareholders for the
election of Directors and the transaction of such other business as may
properly come before the meeting shall be held on the first Thursday of May of
each year. If such day is a legal holiday, then the annual meeting will be
held on the next business day.
3. SPECIAL MEETINGS. Special meetings of the shareholders will
be called by the Secretary upon request of the Chairman or Chief Executive
Officer or a majority of the members of the Board of Directors or upon the
request of the holders of not less than one-fifth (1/5) of the outstanding
vote of the Corporation's stock.
4. NOTICE. Notice, given as provided in Article X of these
Bylaws, of each meeting of shareholders, stating the place, day and hour of
the meeting and, in case of a special meeting, the purpose or purposes for
which the meeting is called, is required to be delivered or given as provided
in Article X of these Bylaws not less than ten (10) nor more than seventy (70)
days prior to the date of said meeting.
5. QUORUM. The holders of a voting majority of the shares of
stock issued and outstanding and entitled to vote at any meeting, present in
person or represented by proxy, constitute a quorum at all meetings of the
shareholders for the transaction of business, except as otherwise provided by
law, by the Articles of Incorporation or by these Bylaws; provided, however,
that in the absence of such quorum, the holders of a voting majority of such
shares present and voting at said meeting, either in person or by proxy, have
the right successively to adjourn the meeting to a specified date not longer
than ninety (90) days after such adjournment, and no notice of such
adjournment need be given to shareholders not present at the meeting. In all
matters, every decision of a majority of the votes entitled to be cast on the
subject matter and which are represented in person or by proxy at a meeting at
which a quorum is present shall be valid as an act of the shareholders, unless
a larger vote is required by law, by these Bylaws or the Articles of
Incorporation. Shares represented by a proxy which directs that the shares be
voted to abstain or to withhold a vote on a matter shall be deemed to be
represented at the meeting as to such matter.
6. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be
taken at a meeting of the shareholders may be taken without a meeting if
consents in writing, setting forth the action so taken, shall be signed by all
the shareholders entitled to vote with respect to the subject matter thereof.
ARTICLE IV
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VOTING PROCEDURE
----------------
1. LIST OF VOTERS. The officers having charge of the transfer
book for shares of the Corporation shall make a complete list of the
shareholders entitled to vote at any meeting at least ten (10) days before
such meeting. Said list shall be arranged in alphabetical order with the
address and the number of shares held by each. Said list shall be kept on
file at the registered office or the principal place of business of the
Corporation within the State of Missouri, at least ten (10) days prior to such
meeting, and shall be open to the inspection of any shareholder during said
period and up to the adjournment of the meeting. The original share ledger or
transfer book or a duplicate thereof kept in the State of Missouri shall be
prima facie evidence as to who are the shareholders entitled to examine such
list or share ledger or transfer book or to vote at any meeting of
shareholders. Failure to comply with the requirements of this section shall
not affect the validity of any action taken at such meeting.
2. INSPECTORS. Every meeting of the shareholders shall be
called to order by the Chairman or Chief Executive Officer, Vice Chairman,
President, Secretary or persons calling said meeting. If the object of said
meeting be to elect Directors or to take a vote of the shareholders on any
proposition, then, if requested to do so by any officer of the Corporation or
the holders of a voting majority of shares present at such meeting, in person
or by proxy, the person presiding at said meeting shall appoint not less than
two (2) persons who are not Directors as inspectors to receive and canvass the
votes given at such meeting and certify the results to the person presiding.
In all cases where the right to vote upon any share or shares shall be
questioned, it shall be the duty of the inspectors or the persons conducting
the vote to require the transfer books as evidence of shares held, and all
shares that may appear standing thereon in the name of any person or persons
shall be entitled to be voted upon by such person or persons directly to
themselves or by proxy.
3. INSPECTORS' OATH. Any inspector, before he shall enter upon
the duties of his office, shall take and subscribe the following oath before
any officer authorized by law to administer oaths: "I do solemnly swear that
I will execute the duties of an inspector of the election now to be held with
strict impartiality and according to the best of my ability."
4. CLOSE OF TRANSFER BOOKS. At each meeting of the
shareholders, whether annual or special, the transfer books of the Corporation
shall be produced and kept open at the time and place of the meeting and shall
be subject to the inspection of any shareholder. The Board of Directors shall
have the power to close the transfer books, or fix in advance a date not
exceeding seventy (70) days preceding the date of any meeting of shareholders
as a record date for the determination of the shareholders entitled to notice
of and to vote at any such meeting. If the Board of Directors shall not have
closed the transfer books of its shareholders entitled to notice of, and to
vote at, a meeting of shareholders, only the shareholders who are shareholders
of record at the close of business on the twentieth (20th) day preceding the
date of the meeting shall be entitled to notice of, and to vote at, the
meeting, and any adjournment of the meeting; except that, if prior to the
meeting written waivers of notice of the meeting are signed and delivered to
the Corporation by all the shareholders of record at the time the meeting is
convened, only the shareholders who are shareholders of record at the time the
meeting is convened shall be entitled to vote at the meeting and any
adjournment of the meeting.
ARTICLE V
---------
VOTERS
------
1. ELIGIBLE VOTERS. Any shareholder owning one or more shares
of stock on record in the stock books of the Corporation on the record date or
on the date of closing of the transfer books of the Corporation as provided in
paragraph 4 of Article IV of these Bylaws shall be eligible to vote at any
meeting of shareholders; provided, however, that no person shall be admitted
to vote on any shares belonging or hypothecated to the Corporation. On each
matter submitted to a vote, including the election of Directors of this
Corporation, each such Class A common shareholder shall have as many votes as
he has Class A common shares of stock in this Corporation. Each Class B
common shareholder shall have ten (10) times as many votes as he has Class B
common shares of stock in this Corporation.
2. PROXIES. A shareholder may vote either in person or by
proxy executed in writing by the shareholder or his duly authorized attorney
in fact. No proxy shall be valid after eleven months from the date of
execution unless otherwise provided in the proxy.
ARTICLE VI
----------
BOARD OF DIRECTORS
------------------
1. MANAGEMENT AND NUMBER. The property, business and affairs
of the Corporation shall be controlled and managed by a Board of Directors.
Six (6) Directors shall constitute the first Board of Directors. Thereafter
the number of Directors on the Board of Directors shall be fixed, from time to
time, by resolutions adopted by the Board, but shall not be less than three
(3) persons. The Board shall be divided into three classes whose terms expire
at different times. At the annual shareholders' meeting to be held in 1994,
two (2) Directors shall be elected for a term of one (1) year; two (2)
Directors for a term of two (2) years; and two (2) Directors for a term of
three (3) years. At each subsequent annual shareholders' meeting, successors
to the class of Directors whose terms expire that year shall be elected to
hold office for a term of three (3) years. Notwithstanding the provisions of
any other Article herein, this Section of the Bylaws may not be amended or
repealed without the consent of the holders of two-thirds of the outstanding
votes of the Corporation.
2. VACANCIES. Whenever any vacancy on the Board of Directors
shall occur for any reason, a majority of the remaining Directors then in
office, even if that majority is less than a majority of the entire Board of
Directors, may fill the vacancy or vacancies so created until a successor or
successors shall be duly elected by the shareholders and shall qualify. The
Board of Directors may apportion any increase or decrease in Directorships
among the classes as nearly equal in number as possible. Notwithstanding the
provisions of any other Article herein, only the remaining Directors of the
Corporation shall have the authority, in accordance with the procedure stated
above, to fill any vacancy which exists on the Board of Directors.
3. REMOVAL FOR FAILURE TO MEET QUALIFICATIONS. Any Director of
the Corporation may be removed for cause by action of a majority of the entire
Board of Directors if the Director to be removed, at the time of removal,
shall fail to meet the qualifications stated in the Articles of Incorporation
or these Bylaws for election as a Director or shall be in breach of any
agreement between such Director and the Corporation relating to such
Director's services as a Director or employee of the Corporation. Notice of
any proposed removal shall be given to all Directors of the Corporation prior
to action thereon.
4. QUORUM. A majority of the Directors shall constitute a
quorum for the transaction of business by the Board of Directors. Any act or
decision of the majority of the Directors present at a meeting at which a
quorum is present shall be the act or decision of the Board of Directors.
5. PLACE OF MEETINGS. Meetings of Directors shall be held at
the principal office of the Corporation or such other place or places, either
within or without the State of Missouri, as may be agreed upon by the Board of
Directors. Members of the Board of Directors may also participate in meetings
of the board by means of conference telephone or other communications
equipment whereby all persons participating in the meeting can hear each
other, and participation in a meeting in such manner shall be deemed presence
in person at the meeting for all purposes.
6. REGULAR AND SPECIAL MEETINGS. Regular meetings of the Board
of Directors shall be held as frequently and at such time and place as may be
determined by the Board of Directors from time to time. Special meetings of
the Board of Directors shall be called by the Secretary at any time on request
of the Chairman or Chief Executive Officer, Vice Chairman, President or two
(2) members of the Board of Directors.
7. NOTICE. Regular meetings of the Board of Directors may be
held without notice. Special meetings of the Board of Directors may be held
upon one (1) days notice, given as provided in Article XII of these Bylaws.
8. INTEREST IN TRANSACTIONS. No contract or transaction
between the Corporation and one or more of its Directors or officers, or
between the Corporation and any other Corporation, partnership, association,
or other organization in which one or more of its Directors or officers are
Directors or officers, or have a financial interest, shall be void or voidable
solely for this reason, or solely because the Director or officer is present
at or participates in the meeting of the Board of Directors or committee
thereof which authorizes the contract or transaction, or solely because his or
their votes are counted for such purpose, if: (a) the material facts as to
his relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or committee, and the Board
of Directors or committee in good faith authorizes the contract or transaction
by the affirmative vote of a majority of the disinterested Directors, even
though the disinterested Directors be less then a quorum; or (b) the material
facts as to his relationship or interest and as to the contract or transaction
are disclosed or are known to the shareholders entitled to vote thereon, and
the contract or transaction is specifically approved in good faith by vote of
the shareholders; or (c) the contract or transaction is fair as to the
Corporation as of the time it is authorized or approved by the Board of
Directors, a committee thereof, or the shareholders. Common or interested
Directors may be counted in determining the presence of a quorum at a meeting
of the Board of Directors or a committee which authorizes the contract or
transaction.
9. COMPENSATION. By resolution of the Board of Directors, each
Director may be paid his expenses, if any, of attendance at each meeting of
the Board of Directors or a committee thereof and may be paid a stated salary
as Director or a fixed sum for attendance at each such meeting or both, and
may also be paid such other compensation, in whatever form, as shall be
determined by the Board of Directors. No such payment shall preclude any
Director from serving the Corporation in any other capacity and receiving
compensation therefor.
10. EXECUTIVE COMMITTEE. The Board of Directors may appoint two
or more Directors to constitute an Executive Committee and may vest such
committee with all or any portion of the powers vested by law or in these
bylaws in the full Board of Directors and may provide for rules of procedure
to govern the operation of such committee; provided that in no event shall the
Executive Committee have the power to fill vacancies on the Board of
Directors, fill vacancies on the Executive Committee or approve amendments of
these bylaws or the Articles of Incorporation of the Corporation.
11. AUDIT COMMITTEE. The Board of Directors may appoint two or
more Directors to constitute an Audit Committee and may, by resolution,
establish the authority and function of such committee and provide for rules
of procedure to govern the operation of such committee. At least two of the
members of the Audit Committee shall not be employees of the Corporation and
shall otherwise be independent of management and free from any relationships
that, in the opinion of the Board of Directors, would interfere with their
exercise of independent judgment as a committee member.
12. COMPENSATION COMMITTEE. The Board of Directors may appoint
two or more Directors to constitute a Compensation Committee and may, by
resolution, establish the authority and function of such committee and provide
for rules of procedure to govern the operation of such committee.
13. OTHER COMMITTEES. The Board of Directors may, by resolution
adopted by a majority of the whole Board of Directors, designate one or more
other committees, each committee to be composed of two or more members of the
Board of Directors. Each such committee, to the extent provided in such
resolution, shall have and exercise all of the authority of the Board of
Directors in the management of the Corporation.
14. INFORMAL ACTION BY DIRECTORS. Any action which is required
to be or may be taken at a meeting of the Directors may be taken without a
meeting if consents in writing, setting forth the action so taken, are signed
by all the Directors. The consents shall have the same force and effect as a
unanimous vote of the Directors at a meeting duly held, and may be stated as
such in any certificate or document filed under the provisions of the General
and Business Corporation Law of Missouri. The Secretary shall file the
consents with the minutes of the meetings of the Board of Directors.
ARTICLE VII
-----------
OFFICERS
--------
1. OFFICERS. The Officers of the Corporation shall be a
Chairman of the Board, Vice Chairman of the Board, Chief Executive Officer,
President and a Secretary, and such other additional officers, including Vice
Presidents, a Treasurer, and Assistant Secretaries and Assistant Treasurers as
the Board of Directors may from time to time elect. Any two or more offices
may be held by the same individual.
2. ELECTION AND TERM. The Officers of the Corporation shall be
elected by a majority of the whole number of the Board of Directors, and shall
hold office at the pleasure of the Board of Directors. At any meeting the
Board of Directors may elect such other officers and agents as it shall deem
necessary, who shall hold office at the pleasure of the Board of Directors,
and who shall have such authority and shall perform such duties as from time
to time shall be prescribed by the Board of Directors.
3. REMOVAL. Any officer elected by the Board of Directors may
be removed by the affirmative vote of a majority of the entire Board of
Directors whenever in its judgment the interests of the Corporation will be
served thereby.
ARTICLE VIII
DUTIES OF OFFICERS
1. CHAIRMAN OF THE BOARD. The Chairman of the Board shall
preside at all meetings of the shareholders and of the Board of Directors,
except as may be otherwise required under the law of Missouri. He shall act
in an advisory capacity with respect to matters of policy and other matters of
importance pertaining to the affairs of the Corporation. He, alone or with
the Vice Chairman of the Board, the President and/or the Secretary shall sign
and send out reports and other messages which are to be sent to shareholders
from time to time. He shall also perform such other duties as may be assigned
to him by these By-Laws, the Board of Directors or, if applicable, the Chief
Executive Officer.
2. VICE CHAIRMAN OF THE BOARD. The Vice Chairman of the Board
shall, in the absence of the Chairman of the Board, preside at all meetings of
the shareholders and of the Board of Directors. He shall perform such other
duties as may be assigned to him by these By-Laws, the Board of Directors, the
Chairman of the Board or the Chief Executive Officer.
3. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall
have the general and active management and supervision of the business of the
Corporation. He shall see that all orders and resolutions of the Board of
Directors are carried into effect. He shall also perform such other duties as
may be assigned to him by these By-Laws or the Board of Directors. The Chief
Executive Officer shall designate who shall perform the duties of the Chief
Executive Officer in his absence.
4. PRESIDENT. The President shall, in the absence of the
Chairman of the Board or the Vice Chairman of the Board, preside at all
meetings of the shareholders and of the Board of Directors. He shall perform
such other duties as may be assigned to him by these By-Laws, the Board of
Directors or the Chief Executive Officer.
5. EXECUTIVE, SENIOR, GROUP AND OTHER VICE PRESIDENTS. Each
Executive Vice President, Senior Vice President, Group Vice President and
other Vice President shall perform the duties and functions and exercise the
powers assigned to him by the Board of Directors or the Chief Executive
Officer.
6. SECRETARY. The Secretary shall attend all meetings of the
Board of Directors and of the shareholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose. He shall
give, or cause to be given, notice of all meetings of the shareholders and
special meetings of the Board of Directors and, when appropriate, shall cause
the corporate seal to be affixed to any instruments executed on behalf of the
Corporation. The Secretary shall also perform all duties incident to the
office of the Secretary and such other duties as may be assigned to him by
these By-Laws, the Board of Directors, the Chairman of the Board, the Vice
Chairman of the Board or the Chief Executive Officer.
7. ASSISTANT SECRETARIES. The Assistant Secretaries shall,
during the absence of the Secretary, perform the duties and functions and
exercise the powers of the Secretary. Each Assistant Secretary shall perform
such other duties as may be assigned to him by the Board of Directors, the
Chairman of the Board, the Vice Chairman of the Board, the Chief Executive
Officer or the Secretary.
8. TREASURER. The Treasurer shall have the custody of the funds
and securities of the Corporation and shall deposit them in the name and to
the credit of the Corporation in such depositories as may be designated by the
Board of Directors or by any officer or officers authorized by the Board of
Directors to designate such depositories; disburse funds of the Corporation
when properly authorized by vouchers prepared and approved by the Controller;
and invest funds of the Corporation when authorized by the Board of Directors
or a committee thereof. The Treasurer shall render to the Board of Directors,
the Chief Executive Officer, the Senior Vice President-Finance or the Vice
President-Finance, whenever requested, an account of all his transactions as
Treasurer and shall also perform all duties incident to the office of
Treasurer and such other duties as may be assigned to him by these By-Laws,
the Board of Directors, the Chief Executive Officer, the Senior Vice
President-Finance or the Vice President-Finance.
9. ASSISTANT TREASURERS. The Assistant Treasurers shall, during
the absence of the Treasurer, perform the duties and functions and exercise
the powers of the Treasurer. Each Assistant Treasurer shall perform such
other duties as may be assigned to him by the Board of Directors, the Chief
Executive Officer, the Senior Vice President-Finance, the Vice President-
Finance or the Treasurer.
10. CONTROLLER. The Controller shall keep full and accurate
account of receipts and disbursements in books of the Corporation and render
to the Board of Directors, the Chief Executive Officer, the Senior Vice
President-Finance or the Vice President-Finance, whenever requested, an
account of all his transactions as Controller and of the financial condition
of the Corporation. The Controller shall also perform all duties incident to
the office of Controller and such other duties as may be assigned to him by
these By-Laws, the Board of Directors, the Chief Executive Officer, the Senior
Vice President-Finance or the Vice President-Finance.
11. ASSISTANT CONTROLLERS. The Assistant Controllers shall,
during the absence of the Controller, perform the duties and functions and
exercise the powers of the Controller. Each Assistant Controller shall
perform such other duties as may be assigned to him by the Board of Directors,
the Chief Executive Officer, the Senior Vice President-Finance, the Vice
President-Finance or the Controller.
ARTICLE IX
----------
INDEMNIFICATION
---------------
(1) The Corporation, except as provided in paragraph (2),
shall indemnify any person who is or was a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether criminal, civil, administrative or investigative, including without
limitation any action by or in the right of the Corporation, by reason of the
fact that he was or is a director or officer of the Corporation or is or was a
director or officer of the Corporation who is or was serving at the request of
the Corporation as a director, officer, agent, employee, partner or trustee of
another corporation, partnership, joint venture, trust or other enterprise;
against expenses, including attorneys' fees, judgments, fines, taxes and
amounts paid in settlement, actually and reasonably incurred by him in
connection with such action, suit or proceeding if such person's conduct is
not finally adjudged to be knowingly fraudulent, deliberately dishonest or
willful misconduct. The right to indemnification conferred in this paragraph
shall be a contract right and shall include the right to be paid by the
Corporation expenses incurred in defending any actual or threatened civil or
criminal action, suit or proceeding in advance of the final disposition of
such action, suit or proceeding. Such right will be conditioned upon receipt
of an undertaking by or on behalf of the director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized in this Article. Such right
shall survive any amendment or repeal of this Article with respect to expenses
incurred in connection with claims, regardless of when such claims are
brought, arising out of acts or omissions occurring prior to such amendment or
repeal. The Corporation may, by action of its Board of Directors, provide
indemnification to employees and agents of the Corporation with the same scope
and effect as the foregoing indemnification of directors and officers.
(2) If a claim under paragraph (1) of this Article is not
paid in full by the Corporation within thirty (30) days after a written claim
has been received by the Corporation, the claimant may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the claim
and, if successful in whole or in part, the claimant shall be entitled to be
paid also the expense of prosecuting such claim. It shall be a defense to any
such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standards of conduct which make
it permissible under The General and Business Corporation Law of Missouri for
the Corporation to indemnify the claimant for the amount claimed, but the
burden of proving such defense shall be on the Corporation. Neither the
failure of the Corporation (including its Board of Directors, independent
legal counsel, or its shareholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in The General and Business Corporation Law of Missouri, nor an
actual determination by the Corporation (including its Board of Directors,
independent legal counsel, or its shareholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.
(3) The indemnification provided by this Article shall not
be deemed exclusive of any other rights to which those seeking indemnification
may be entitled under any bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer,
employee, partner, trustee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
(4) The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee, partner, trustee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity or arising out
of his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article.
(5) For the purposes of this Article, references to the
"Corporation" include all constituent corporations absorbed in a consolidation
or merger as well as the resulting or surviving corporation so that any person
who is or was a director, officer, employee or agent of such a constituent
corporation or is or was serving at the request of such constituent
corporation as a director, officer, employee, partner, trustee or agent of
another corporation, partnership, joint venture, trust or other enterprise
shall stand in the same position under the provisions of this Article with
respect to the resulting or surviving corporation as he would if he had served
the resulting or surviving corporation in the same capacity.
(6) For purposes of this Article, the term "other
enterprise" shall include employee benefit plans; the term "fines" shall
include any excise taxes assessed on a person with respect to any employee
benefit plan; and the term "serving at the request of the Corporation" shall
include any service as a director, officer, employee, partner, trustee or
agent of, or at the request of, the Corporation which imposes duties on, or
involves services by, such director, officer, employee, partner, trustee or
agent with respect to an employee benefit plan, its participants, or
beneficiaries.
(7) In the event any provision of this Article shall be
held invalid by any court of competent jurisdiction, such holding shall not
invalidate any other provision of this Article and any other provisions of
this Article shall be construed as if such invalid provision had not been
contained in this Article. In any event, the Corporation shall indemnify any
person who is or was a director or officer of the Corporation, or is or was a
director or officer of the Corporation who is or was serving at the request of
the Corporation as a director, officer, agent, employee, partner or trustee of
another corporation, partnership, joint venture, trust or other enterprise, to
the full extent permitted under Missouri law, as from time to time in effect.
ARTICLE X
---------
CONTRACTS, LOANS, CHECKS AND DEPOSITS
-------------------------------------
1. CONTRACTS. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Corporation, and
such authority may be general or confined to specific instances.
2. LOANS. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name
unless authorized by a resolution of the Board of Directors. Such authority
may be general or confined to specific instances.
3. CHECKS, DRAFTS, AND SIMILAR INSTRUMENTS. All checks, drafts
or other orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the Corporation, shall be signed by such
officer or officers, agent or agents of the Corporation and in such manner as
shall from time to time be determined by resolution of the Board of Directors.
4. DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositaries as the Board of Directors may
select.
ARTICLE XI
----------
CERTIFICATES OF STOCK AND TRANSFERS
-----------------------------------
1. ISSUANCE. Certificates of stock of the Corporation shall be
issued and signed by the Chairman of the Board, Vice Chairman of the Board,
President or a Vice President and the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer, and shall bear the corporate seal.
Any and all of the foregoing signatures may be facsimile. Such seal may be
facsimile, engraved or printed. Certificates shall be numbered consecutively
and registered as they are issued. They shall indicate, upon their face,
among other things, the owner's name, the number and class of shares of stock
represented by the certificate, the par value of shares of such class, the
date of its issuance and the manner in which the shares may be transferred.
2. TRANSFERS. Transfers of stock shall be made on the books of
the Corporation only by the person named in the certificate or by his attorney
lawfully constituted in writing, and upon surrender of such certificate
properly endorsed.
3. TRANSFER BOOKS. Proper books shall be kept under the
direction of the Secretary, showing the ownership and transfer of all
certificates of stock. The Board of Directors shall have power to close said
transfer books of the Corporation for a period not exceeding seventy (70) days
preceding the date for payment of any dividend, or the date for the allotment
of rights, or the date when any change or conversion of shares shall go into
effect. In lieu of closing the stock transfer books as aforesaid, the Board
of Directors may fix in advance a date not exceeding seventy (70) days
preceding the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
shares shall go into effect, as a record date for the determination of the
shareholders entitled to receive payment of any such dividend, or to any such
allotment of rights, or to exercise the rights in respect of any change,
conversion or exchange of shares. In such case, such shareholders and only
such shareholders as shall have been shareholders of record on the date of
closing the transfer books or on the record date so fixed shall be entitled 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 such date of closing of the
transfer books or such record date fixed as aforesaid.
4. HOLDERS OF RECORD. The Corporation shall be entitled to
treat the holder of record of any shares of stock as the holder in fact
thereof and accordingly shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
expressly provided by the laws of Missouri.
ARTICLE XII
NOTICE
1. NOTICE DEEMED GIVEN. Whenever under the provisions of these
Bylaws notice is required to be delivered to any Director, officer or
shareholder, such notice shall be deemed to be delivered when deposited in the
United States mail with postage thereon prepaid, or dispatched by telecopy or
prepaid telegram, addressed to such individual at his address as it appears on
the records of the Corporation, or when delivered in person to the individual.
2. ATTENDANCE AS WAIVER. Notice of any meeting required to be
given under the provisions of these Bylaws or the laws of the State of
Missouri shall be deemed waived by the attendance at such meeting of the party
or parties entitled to notice thereof, except where a party or parties attend
a meeting for the express purpose of objecting to the transaction of any
business because the meeting was not lawfully called or convened.
3. WAIVER OF NOTICE. Any notice required to be given under the
provisions of these Bylaws or the laws of the State of Missouri may be waived
by the persons entitled thereto signing a waiver of notice before or after the
time of said meeting, and such waiver shall be deemed equivalent to the giving
of such notice. Such waiver of notice may be executed in person by the party
entitled thereto or by his agent duly authorized in writing so to do.
ARTICLE XIII
------------
AMENDMENTS
----------
1. BY SHAREHOLDERS. These Bylaws, or any of them, or any
additional or supplementary Bylaws, may be altered, amended or repealed, and
new Bylaws may be adopted at any annual meeting of the shareholders without
notice, or at any special meeting the notice of which shall set forth the
terms of the proposed Bylaw or action to be taken on any Bylaw, by holders of
a voting majority of the shares represented in person or by proxy and entitled
to vote at such annual or special meeting, as the case may be.
2. BY DIRECTORS. To the extent provided for in the Articles of
Incorporation, the Board of Directors shall also have the power to adopt new
Bylaws, and to amend, alter and repeal these and any additional and
supplementary Bylaws, at any regular or special meeting of the Board of
Directors. Notice of any such action to be taken on any Bylaws need not be
included in the call of said meeting.
ARTICLE XIV
-----------
FISCAL YEAR
-----------
The fiscal year of the Corporation shall end each December 31.
ARTICLE XV
----------
DIVIDENDS
---------
The Board of Directors may from time to time, declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and
upon the terms and conditions provided by law and its Articles of
Incorporation.
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<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO OF HUNTCO INC. AT AND FOR
THE SIX MONTHS ENDED OCTOBER 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> OCT-31-1997
<CASH> 35
<SECURITIES> 0
<RECEIVABLES> 47,412
<ALLOWANCES> 605
<INVENTORY> 84,418
<CURRENT-ASSETS> 133,831
<PP&E> 172,827
<DEPRECIATION> 28,618
<TOTAL-ASSETS> 288,799
<CURRENT-LIABILITIES> 50,396
<BONDS> 107,571
0
4,500
<COMMON> 90
<OTHER-SE> 118,338
<TOTAL-LIABILITY-AND-EQUITY> 288,799
<SALES> 189,623
<TOTAL-REVENUES> 189,623
<CGS> 172,934
<TOTAL-COSTS> 172,934
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 61
<INTEREST-EXPENSE> 3,814
<INCOME-PRETAX> 4,149
<INCOME-TAX> 1,556
<INCOME-CONTINUING> 2,593
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,593
<EPS-PRIMARY> .28
<EPS-DILUTED> .28
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