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 quarter ended June 30, 1996
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Commission file number: 0-22048
STARCRAFT CORPORATION
(Exact name of registrant as specified in its charter)
Indiana 35-1817634
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Post Office Box 1903
2703 College Avenue
Goshen, Indiana 46526
(Address of principal executive offices/zip code)
Registrant's telephone number, including area code: 219/533-1105
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes |X| No |_|
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: August 2, 1996 - 4,133,600
shares of Common Stock, without par value.
<PAGE>
STARCRAFT CORPORATION June 30, 1996
Form 10-Q
- INDEX -
PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
Balance Sheets - June 30, 1996 (Unaudited) 1
and October 1, 1995 (Audited)
Statements of Operations (Unaudited) for the 13 weeks 2
ended June 30, 1996 and July 2, 1995, and the 39 weeks
ended June 30, 1996 and July 2, 1995
Statements of Cash Flows (Unaudited) for the 39 weeks 3
ended June 30, 1996 and July 2, 1995
Notes to Financial Statements 4-5
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations 6-10
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
<PAGE>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
STARCRAFT CORPORATION
BALANCE SHEETS June 30, October 1
1996 1995
---------- -----------
ASSETS (Dollars in Thousands)
Current Assets
Cash and cash equivalents ...................... $ 932 $ 1,255
Trade receivables, less allowance for
doubtful accounts of $57,000 ............... 9,588 6,045
Manufacturers' rebates receivable .............. 898 1,389
Recoverable income tax ......................... 792 175
Inventories .................................... 10,516 11,713
Other .......................................... 382 493
------- -------
Total current assets ....................... 23,108 21,070
Property and Equipment, at cost
Land, buildings, and improvements .............. 6,021 5,702
Machinery and equipment ........................ 4,337 3,871
------- -------
10,358 9,573
Less accumulated depreciation .................. 2,540 1,898
------- -------
7,818 7,675
Goodwill, at amortized cost ......................... 5,197 5,365
Other assets ........................................ 246 278
------- -------
$36,369 $34,388
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Current maturities of long-term debt ........... $ 480 $ 610
Accounts payable, trade ........................ 7,461 6,383
Accrued expenses:
Warranty ................................... 1,533 1,785
Compensation and related expenses .......... 708 1,143
Property taxes ............................. 1,042 929
Other ...................................... 1,588 1,527
------- -------
Total current liabilities ............. 12,812 12,377
Long Term Debt, less current maturities ............. 3,000 323
Shareholders' Equity
Preferred stock, no par value;
2,000,000 shares authorized
-0- shares issued .......................... -- --
Common Stock, no par value;
10,000,000 shares authorized
4,133,600 shares issued in 1996 and
4,171,600 issued in 1995 ................... 14,011 14,104
Additional paid-in capital ..................... 1,008 1,008
Retained Earnings .............................. 5,538 6,576
------- -------
Total shareholders' equity ................. 20,557 21,688
------- -------
$36,369 $34,388
======= =======
- 1 -
<PAGE>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (continued)
STARCRAFT CORPORATION
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
June 30, 1996 July 2, 1995 June 30, 1996 July 2, 1995
(13 Weeks) (13 Weeks) (39 Weeks) (39 Weeks)
------------ ------------ ---------- ----------
(Dollars in Thousands, except Share Data)
Net Sales
<S> <C> <C> <C> <C>
Domestic .......................... $ 23,507 $ 25,033 $ 54,051 $ 69,469
Export .......................... 8,000 5,940 16,177 18,821
--------- --------- --------- ---------
31,507 30,973 70,228 88,290
Cost of Goods Sold ......................... 25,231 24,500 60,697 72,269
--------- --------- --------- ---------
Gross profit .......................... 6,276 6,473 9,531 16,021
Operating Expenses
Selling and promotion ................. 2,103 2,503 5,986 7,000
General and administrative ............ 1,824 1,638 5,011 4,722
--------- --------- --------- ---------
3,927 4,141 10,997 11,722
--------- --------- --------- ---------
Operating income (loss) ........... 2,349 2,332 (1,466) 4,299
Non-operating (Expense) Income
Interest, net ......................... (81) (96) (242) (196)
Other income, net ..................... 45 54 134 159
--------- --------- --------- ---------
(36) (42) (108) (37)
Income (loss)
before income taxes 2,313 2,290 (1,574) 4,262
Income Taxes (Credit ) ..................... 899 888 (617) 1,660
--------- --------- --------- ---------
NET INCOME (LOSS) ..................... $ 1,414 $ 1,402 $ (957) $ 2,602
========= ========= ========= =========
EARNINGS (LOSS) PER
COMMON AND COMMON
EQUIVALENT SHARE .................... $ 0.34 $ 0.33 $ (0.23) $ 0.61
========= ========= ========= =========
Average Number of Common
and Common Equivalent
Shares Outstanding....................... 4,134,400 4,271,600 4,146,400 4,271,600
========= ========= ========= =========
</TABLE>
- 2 -
<PAGE>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (continued)
STARCRAFT CORPORATION
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
June 30, 1996 July 2, 1995
(39 Weeks) (39 Weeks)
-------------- -------------
(Dollars in Thousands)
Cash Flows From Operating Activities
<S> <C> <C>
Net income (loss) ................................ $ (957) $ 2,602
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Depreciation & amortization .................. 862 636
Change in assets and liabilities:
Decrease (increase) in:
Receivables ......................... (3,669) (2,512)
Inventories ......................... 1,197 (444)
Other ............................... 111 (6)
Increase (decrease) in:
Accounts payable .................... 1,078 (1928)
Accrued expenses .................... (513) (441)
-------------- -----------------
Net cash (used in) operating activities ...... (1,891) (2,093)
Cash Flows from Investing Activities
Purchase of property and equipment ............... (785) (1,449)
Purchase of assets of
Imperial Industries, Inc........................ (1,220)
Other ............................................ (22) (4)
-------------- -----------------
Net cash (used in)
investing activities ...................... (807) (2,673)
Cash Flows From Financing Activities
Borrowings on revolving
credit agreement .............................. 7,800 5,300
Repayments of revolving
credit agreement .............................. (4,800) (3,500)
Repurchase of Common Stock ....................... (172)
Borrowings (payments)
on long-term debt ............................. (453) 804
-------------- ----------------
Net cash provided by financing activities .... 2,375 2,604
Decrease in Cash and Cash Equivalents ................. (323) (2,162)
Cash and cash equivalents,
beginning of period............................ 1,255 2,919
------------- ----------------
Cash and cash equivalents,
end of period ................................. $ 932 $ 757
============= ================
</TABLE>
- 3 -
<PAGE>
NOTES TO FINANCIAL STATEMENTS
STARCRAFT CORPORATION
June 30, 1996
- - --------------------------------------------------------------------------------
Note 1. Basis of Presentation
The accompanying unaudited financial statements of Starcraft
Corporation (the "Company") have been prepared pursuant to the
rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures
normally included in annual financial statements prepared in
accordance with generally accepted accounting principles have
been condensed or omitted pursuant to those rules and
regulations. Reference is made to the Company's audited
financial statements set forth in its annual report on Form
10-K for its fiscal year ended October 1, 1995.
In the opinion of the management of the Company, the unaudited
financial statements contain all adjustments (which include
only normally recurring adjustments) necessary for a fair
statement of the results of operations for the 13 weeks and 39
weeks ended June 30, 1996, and the 13 weeks and 39 weeks ended
July 2, 1995. The results of operations for the 13 weeks and
39 weeks ended June 30, 1996 are not necessarily indicative of
the results which may be expected for the year ending
September 29, 1996.
Note 2. Inventories
The composition of inventories is as follows (dollars in
thousands):
June 30, 1996 October 1, 1995
------------- ---------------
Raw Materials $ 6,272 $ 6,808
Work in Process 2,100 2,340
Finished Goods 2,144 2,565
------- -------
$10,516 $11,713
======= =======
- 4 -
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
STARCRAFT CORPORATION
- - --------------------------------------------------------------------------------
Note 3. Pledges, Assets and Long-Term Debt
The Company has a bank line of credit, last amended effective
January 31, 1996, totaling $15.0 million of which $3.0 million
and $0 million was outstanding at June 30, 1996 and October 1,
1995, respectively. Borrowings under this line of credit bear
interest at the prime rate of the lending bank or, at the
Company's option, LIBOR plus 1.25%, and are unsecured. This
facility expires in January 1998 and is subject to various
covenants as defined in the agreement, all of which were
complied with at June 30, 1996.
Note 4. Consignment Arrangements
The Company obtains vehicle chassis for modification from
major vehicle manufacturers ("OEMs") under the consignment and
restricted sale agreements. These agreements generally provide
that (I) the Company may not obtain certificates of origin or
other evidence of ownership of chassis, (ii) modifications
must conform to standards specified by the OEMs, and (iii)
modifications typically are performed only after a sale has
been negotiated with an OEM approved dealer. The Company
generally ships converted chassis only after dealer acceptance
has been approved by the OEM. The OEMs bill the dealer and
provide warranty for the chassis.
The agreements are secured by various credit arrangements with
the OEMs. The OEMs may require the Company to purchase chassis
in the event that the restricted sales agreements are
terminated. The Company has not been required to purchase any
chassis during the periods covered by the accompanying
financial statements. The Company pays the OEMs a nominal
carrying charge for the first 90 days, after which the
carrying charges accelerate to approximate market interest
rates. Throughout the consignment period, the Company is
subject to the risk of decline in value of the consigned
chassis.
Consistent with the practice in its industry, the Company
accounts for chassis as consignment inventory. Accordingly,
the Company records chassis inventory and related obligations
only in the event they are required to purchase chassis from
the OEM. Provisions for decline in chassis value are
recognized when, in management's estimation, such provisions
are necessary. Provisions for decline in chassis value,
chassis inventory, and chassis sales are not material in the
accompanying financial statements.
At June 30, 1996, the Company had possession of chassis in the
aggregate amount of $41.2 million of which $8.9 million was
over 90 days.
- 5 -
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
STARCRAFT CORPORATION
================================================================================
RESULTS OF OPERATIONS
Comparison of the 13 weeks ended June 30, 1996
to the 13 weeks ended July 2, 1995
- - --------------------------------------------------------------------------------
Net Sales Net sales increased 1.7% in the third quarter of
1996 to $31.5 million compared to $31.0 million
in the third quarter of 1995. The net increase
consisted of a $2.1 million increase in export
sales offset by a $1.6 million decline in
domestic sales.
The availability of General Motors redesigned
full-size van chassis improved in the third
quarter of 1996, but still lagged prior year
levels. Full-size van unit sales in 1996 were
18.6% lower than in 1995. The Company's average
sales conversion per unit was $7,400 in the third
quarter of 1996 compared to $7,100 in 1995,
reflective of increased international business
which carries a higher average conversion value.
Total market sales of domestic vans declined 2.4%
in the 1996 quarter as reported by the
Recreational Vehicle Industry Association.
International sales units increased 29.3%,
primarily due to minivan chassis becoming more
readily available from General Motors and a
decrease in sales backlog of Japanese orders.
Gross Profit For the third quarter of 1996, gross profit
decreased 3.0% to $6.3 million (19.9% of net
sales) from $6.5 million (20.9% of net sales) for
the third quarter of 1995. The Company's labor as
a percent of sales increased in 1996 due to
increased production of 1997 model year
prototypes and continued start-up of the new
Texas facility.
Selling and Selling and promotion costs for the
third quarter of 1996 decreased 16.0% to $2.1
Promotion million (6.7% of net sales) from $2.5
million (8.1% of net sales) for the 13 weeks
ended July 2, 1995. The decrease is due to
reduced promotion expense as year-to-date sales
lag prior year levels.
General and General and administrative expense increased
Administrative 11.4% to $1.8 million (5.8% of net sales) for the
third quarter of 1996 from $1.6 million (5.3% of
net sales) for the 13 weeks ended July 2, 1995.
The new Texas manufacturing facility incurred
$286,000 in general administrative expenses in
the quarter.
- 6 -
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
STARCRAFT CORPORATION
- - --------------------------------------------------------------------------------
Income Taxes For the third quarter of 1996, income taxes were
recorded at an effective tax rate of 38.9%, which
approximates the 38.8% income tax rate for the
1995 third quarter.
Earnings Earnings per share increased to a $0.34 profit on
Per Share 4,134,400 average common shares outstanding for
the 1996 third quarter, from a $0.33 profit on
4,271,600 average common shares outstanding for
the third quarter of 1995.
- 7 -
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
STARCRAFT CORPORATION
================================================================================
RESULTS OF OPERATIONS (continued)
Comparison of the 39 weeks ended June 30, 1996
to the 39 weeks ended July 2, 1995
- - --------------------------------------------------------------------------------
Net Sales Net sales decreased 20.5% to $70.2 million for
the nine months ended June 30, 1996 from $88.3
million for the same period in 1995. General
Motors' production issues on minivans, restricted
availability on the General Motors new 1996
full-size van and the General Motors labor strike
restricted the availability of chassis resulting
in a 20.7% decline in domestic van unit sales.
These chassis restrictions also negatively
impacted international sales which declined 14.1%
in the nine month 1996 period.
Gross Profit For the nine months ended June 1996, gross profit
decreased 40.5% to $9.5 million (13.6% of net
sales) from $16.0 million (18.2% of net sales)
for the same period in 1995. Gross profit
declined due to the impact of fixed overhead on
the lower sales volume and increased labor from
the Texas facility start-up.
Selling and Selling and promotion costs for the
nine months ended June 1996 decreased Promotion
14.5% to $6.0 million (8.5% of net sales) from
$7.0 million (7.9% of net sales) for the 1995
period. The decrease is attributed primarily to
reduced salesmen commission expense on the lower
sales volumes.
General and General and administrative expense increased 6.1%
Administrative to $5.0 million (7.1% of net sales) for the nine
months ended June 1996 from $4.7 million (5.4% of
net sales) for the 1995 period. The increase is
primarily attributable to $877,000 of expenses
incurred by the new Texas manufacturing facility,
offset by personnel reductions.
Income Taxes Income taxes (credit) were recorded at an
effective tax rate of 39.2% for 1996,
approximating the 39.0% rate for the 1995 period.
Earnings Earnings per share decreased to a $0.23 loss on
Per Share 4,146,400 common shares out-standing for the nine
months ended June 1996 from a $0.61 income on
4,271,600 common shares outstanding for the same
period in 1995.
- 8 -
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
- - --------------------------------------------------------------------------------
The Company has financed its operations in the first nine months of 1996
primarily through bank borrowings.
The Company maintains a bank line of credit with a total credit of $15.0
million. Borrowings under the bank line bear interest at the prime rate of the
lending bank, or at the Company's option, LIBOR plus 1.25%. Borrowings at June
30, 1996 and October 1, 1995 were $3.0 million and $0, respectively. The bank
line, which was most recently amended effective January 31, 1996, expires in
January 1998 and is subject to various covenants, all of which were complied
with at June 30, 1996.
In addition to the bank line, the Company has entered into restricted sale
agreements with Ford Motor Credit Company, General Motors Acceptance Corporation
and Chrysler Financial Corporation pursuant to which the Company obtains van
chassis for 90 days at nominal interest rates. If the Company fails to match a
chassis with a dealer order within 90 days of delivery of the chassis to the
Company, the interest under the restricted sale agreements increases to prime
rate plus 1%.
Trade receivables increased $3.5 million to $9.6 million at June 30, 1996 from
October 1, 1995 levels due to the increase in international shipments.
International accounts receivable average a 45 day collection time and are
significant in the Company's third quarter. At June 30, 1996, international
accounts receivable were $3.2 million versus $0.9 million at October 1, 1995.
Manufacturers' rebate receivable declined due to reduced domestic sales.
Inventories decreased to $10.5 million at June 30, 1996 compared to $11.7
million at October 1, 1995. The decrease is attributable to concentrated efforts
in reducing raw material levels.
The Company incurred $127,000 in property and equipment expenditures for the 13
weeks ended June 30, 1996 and $785,000 for the 39 weeks ended June 30, 1996,
primarily for miscellaneous plant improvements.
The Company believes that funds available from its bank line, and the continued
use of financing arrangements to manage its chassis inventory along with
continued improved cash flow from operations in the fourth quarter of 1996 will
be sufficient to satisfy the Company's working capital needs and to fund its
expansion.
Seasonality and Trends
The Company's business tends to be seasonal, with stronger sales during June
through July. This seasonality may be influenced by a number of factors,
including atypical weather for any sales region, OEM programs, and the change in
the chassis supplier model year. The change in the chassis supplier model year
is typically during the first week of September.
- 9 -
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES (continued)
- - --------------------------------------------------------------------------------
During the third quarter of 1996, industry conversions increased .3% as
estimated by the Recreational Vehicle Industry Association while van conversions
decreased 2.4%. The Company anticipates that the domestic market for conversion
vans will continue to remain soft at least through the remainder of the fiscal
year and that restricted availability of sports utility vehicles from the OEMs
will continue. In addition, the availability of General Motors full-size vans
will remain restricted through the end of the fiscal year as the redesigned GMT
600 van continues production start-up. Restricted availability of General
Motors' 1996 minivan adversely impacted the Company's international sales in the
first nine months of 1996.
Approximately seventy percent (70%) of the Company's domestic sales have
historically been on General Motors chassis. Therefore, the recent General
Motors chassis availability issues have had a more adverse impact on the Company
than the general conversion industry. For the nine months ended June 30, 1996,
75.8% of the Company's unit sales were on General Motors' chassis.
The Company has announced plans for a new special production of the GMC Jimmy
Timberline edition conversions. This program was a result of a coordinated
design effort between the General Motors Jimmy Brand Management and Starcraft
Engineering and Marketing teams. The Company estimates that the production
commitment of 1,000 units is likely to have a $5 million impact on 1997 model
year sales.
The Company's retail dealers had approximately 5,500 units on hand in late June
1996 compared to 3,300 in 1995. Increase in inventory levels are attributable to
additional dealers from the new Texas operation and improved General Motors
chassis availability in 1996 compared to 1995.
The Company's sales backlog was 1,248 units at June 1996 compared to 1,681 units
at June 1995. This decrease is reflective of the decline in domestic sales.
The foregoing discussion contains forward-looking statements regarding chassis
availability and sales that may result from the GMC Jimmy project. Actual
results may vary materially from these projections due to important factors. In
the case of chassis availability, such factors include GMC's allocations of
resources and business and labor considerations affecting its chassis production
and the rapidity with which it makes the GMT 600 available, as well as its and
other OEMs' decisions respecting allocations of chassis to van converters
generally and Starcraft in particular. The impact of the Jimmy project on net
sales will depend on the pricing of such products, consumer and dealer
receptivity and the production and marketing factors affecting introduction of
the new model.
- 10 -
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) The following are filed as exhibits to this report.
Exhibit No.
3 Starcraft Corporation Code of Bylaws
11 Computation of Earnings (Loss) per share.
27 Financial Data Schedule
(b) No reports on Form 8-K were filed during the
quarter for which this report is filed.
- 11 -
<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.
STARCRAFT CORPORATION
(Registrant)
August 12, 1996 By: /s/ Kelly L. Rose
--------------------------------
Kelly L. Rose
Chairman of the Board and
Chief Executive Officer
By: /s/ Michael H. Schoeffler
--------------------------------
Michael H. Schoeffler
Senior Vice President - Finance
- 12 -
Exhibit 3
RESTATED
CODE OF BY-LAWS
OF
STARCRAFT AUTOMOTIVE CORPORATION
ARTICLE I
Offices
Section 1. Principal Office. The principal office (the "Principal
Office") of Starcraft Automotive Corporation (the "Corporation") shall be at
2703 College Avenue, P.O. Box 1903, Goshen, Indiana 46526, or such other place
as shall be determined by resolution of the Board of Directors of the
Corporation (the "Board").
Section 2. Other Offices. The Corporation may have such other offices
at such other places within or without the State of Indiana as the Board may
from time to time designate, or as the business of the Corporation may require.
ARTICLE II
Seal
Section 1. Corporate Seal. The corporate seal of the Corporation (the
"Seal") shall be circular in form and shall have inscribed thereon the words
"STARCRAFT AUTOMOTIVE CORPORATION" and "INDIANA". In the center of the seal
shall appear the word "Seal". Use of the Seal or an impression thereof shall not
be required, and shall not affect the validity of any instrument whatsoever.
ARTICLE III
Shareholder Meetings
Section 1. Place of Meeting. Every meeting of the shareholders of the
Corporation (the "Shareholders") shall be held at the Principal Office, unless a
different place is specified in the notice or waiver of notice of such meeting
or by resolution of the Board or the
<PAGE>
Shareholders, in which event such meeting may be held at the place so specified,
either within or without the State of Indiana.
Section 2. Annual Meeting. The annual meeting of the Shareholders (the
"Annual Meeting") shall be held each year at 10:00 a.m. on the 10th day of
January (or, if such day is a legal holiday, on the next succeeding day not a
legal holiday), for the purpose of electing directors of the Corporation
("Directors") and for the transaction of such other business as may legally come
before the Annual Meeting. If for any reason the Annual Meeting shall not be
held at the date and time herein provided, the same may be held at any time
thereafter, or the business to be transacted at such Annual Meeting may be
transacted at any special meeting of the Shareholders (a "Special Meeting")
called for that purpose.
Section 3. Notice of Annual Meeting. Written or printed notice of the
Annual Meeting, stating the date, time and place thereof, shall be delivered or
mailed by the Secretary or an Assistant Secretary to each Shareholder of record
entitled to notice of such Meeting, at such address as appears on the records of
the Corporation, at least ten and not more than sixty days before the date of
such Meeting.
Section 4. Special Meetings. Special Meetings, for any purpose or
purposes (unless otherwise prescribed by law), may be called by only the
Chairman of the Board of Directors (the "Chairman") or by the Board, pursuant to
a resolution adopted by a majority of the total number of Directors of the
Corporation, to vote on the business proposed to be transacted thereat. All
requests for Special Meetings shall state the purpose or purposes thereof, and
the business transacted at such Meeting shall be confined to the purposes stated
in the call and matters germane thereto.
Section 5. Notice of Special Meetings. Written or printed notice of all
Special Meetings, stating the date, time, place and purpose or purposes thereof,
shall be delivered or mailed by the Secretary or the President or any Vice
President calling the Meeting to each Shareholder of record entitled to notice
of such Meeting, at such address as appears on the records of the Corporation,
at least ten and not more than sixty days before the date of such Meeting.
Section 6. Waiver of Notice of Meetings. Notice of any Annual or
Special Meeting (a "Meeting") may be waived in writing by any Shareholder,
before or after the date and time of the Meeting specified in the notice
thereof, by a written waiver delivered to the Corporation for inclusion in the
minutes or filing with the corporate records. A Shareholder's attendance at any
Meeting in person or by proxy shall constitute a waiver of (a) notice of such
Meeting, unless the Shareholder at the beginning of the Meeting objects to the
holding of or the transaction of business at the Meeting, and (b) consideration
at such Meeting of any business that is not within the purpose or purposes
described in the Meeting notice, unless the Shareholder objects to considering
the matter when it is presented.
-2-
<PAGE>
Section 7. Quorum. At any Meeting, the holders of a majority of the
voting power of all shares of the Corporation (the "Shares") issued and
outstanding and entitled to vote at such Meeting represented in person or by
proxy, shall constitute a quorum for the election of Directors or for the
transaction of other business, unless otherwise provided by law, the Articles or
this Code of By-Laws, as the same may, from time to time, be amended (these
"By-Laws"). If, however, a quorum shall not be present or represented at any
Meeting, the Shareholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the Meeting from time to time,
without notice other than announcement at the Meeting of the date, time and
place of the adjourned Meeting, unless the date of the adjourned Meeting
requires that the Board fix a new record date (the "Record Date") therefor, in
which case notice of the adjourned Meeting shall be given. At such adjourned
Meeting, if a quorum shall be present or represented, any business may be
transacted that might have been transacted at the Meeting as originally
scheduled.
Section 8. Voting. At each Meeting, every Shareholder entitled to vote
shall have one vote for each Share standing in his name on the books of the
Corporation as of the Record Date fixed by the Board for such Meeting, except as
otherwise provided by law or the Articles, and except that no Share shall be
voted at any Meeting upon which any installment is due and unpaid. Voting for
Directors and, upon the demand of any Shareholder, voting upon any question
properly before a Meeting, shall be by ballot. A plurality vote shall be
necessary to elect any Director, and on all other matters, the action or a
question shall be approved if the number of votes cast thereon in favor of the
action or question exceeds the number of votes cast opposing the action or
question, except as otherwise provided by law or the Articles.
Section 9. Shareholder List. The Secretary shall prepare before each
Meeting a complete list of the Shareholders entitled to notice of such Meeting,
arranged in alphabetical order by class of Shares (and each series within a
class), and showing the address of, and the number of Shares entitled to vote
held by, each Shareholder (the "Shareholder List"). Beginning five (5) business
days before the Meeting and continuing throughout the Meeting, the Shareholder
List shall be on file at the Principal Office or at a place identified in the
Meeting notice in the city where the Meeting will be held, and shall be
available for inspection by any Shareholder entitled to vote at the Meeting. On
written demand, made in good faith and for a proper purpose and describing with
reasonable particularity the Shareholder's purpose, and if the Shareholder List
is directly connected with the Shareholder's purpose, a Shareholder (or such
Shareholder's agent or attorney authorized in writing) shall be entitled to
inspect and to copy the Shareholder List, during regular business hours and at
the Shareholder's expense, during the period the Shareholder List is available
for inspection. The original stock register or transfer book (the "Stock Book"),
or a duplicate thereof kept in the State of Indiana, shall be the only evidence
as to who are the Shareholders entitled to examine the Shareholder List, or to
notice of or to vote at any Meeting.
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<PAGE>
Section 10. Proxies. A Shareholder may vote either in person or by
proxy executed in writing by the Shareholder or a duly authorized
attorney-in-fact. No proxy shall be valid after eleven (11) months from the date
of its execution, unless a longer time is expressly provided therein.
Section 11. Notice of Shareholder Business. At an Annual Meeting of the
Shareholders, only such business shall be conducted as shall have been properly
brought before the Meeting. To be properly brought before an Annual Meeting,
business must be (a) specified in the notice of Meeting (or any supplement
thereto) given by or at the direction of the Board, (b) otherwise properly
brought before the Meeting by or at the direction of the Board, or (c) otherwise
properly brought before the Meeting by a Shareholder. For business to be
properly brought before an Annual Meeting by a Shareholder, the Shareholder must
have the legal right and authority to make the Proposal for consideration at the
Meeting and the Shareholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a Shareholder's notice must be
delivered to, or mailed and received at, the principal executive offices of the
Corporation not less than sixty (60) days prior to the Meeting; provided,
however, that in the event that less than seventy (70) days' notice or prior
public disclosure of the date of the Meeting is given or made to Shareholders
(which notice or public disclosure shall include the date of the Annual Meeting
specified in these By-Laws, if such By-Laws have been filed with the Securities
and Exchange Commission and if the Annual Meeting is held on such date), notice
by the Shareholder to be timely must be so received not later than the close of
business on the tenth 10th day following the day on which such notice of the
date of the Annual Meeting was mailed or such public disclosure was made. A
Shareholder's notice to the Secretary shall set forth as to each matter the
Shareholder proposes to bring before the Annual Meeting (a) a brief description
of the business desired to be brought before the Annual Meeting and the reasons
for conducting such business at the Annual Meeting, (b) the name and record
address of the Shareholder proposing such business, (c) the class and number of
shares of the Corporation which are beneficially owned by the Shareholder, and
(d) any material interest of the Shareholder in such business. Notwithstanding
anything in these By-Laws to the contrary, no business shall be conducted at an
Annual Meeting except in accordance with the procedures set forth in this
Section 11. The Chairman of an Annual Meeting shall, if the facts warrant,
determine and declare to the Meeting that business was not properly brought
before the Meeting and in accordance with the provisions of this Section 11, and
if he should so determine, he shall so declare and any such business not
properly brought before the Meeting shall not be transacted. At any Special
Meeting of the Shareholders, only such business shall be conducted as shall have
been brought before the Meeting by or at the direction of the Board of
Directors.
Section 12. Notice of Shareholder Nominees. Only persons who are
nominated in accordance with the procedures set forth in this Section 12 shall
be eligible for election as Directors. Nominations of persons for election to
the Board may be made at a Meeting of Shareholders by or at the direction of the
Board of Directors, by any nominating committee or person appointed by the Board
of Directors or by any Shareholder of the Corporation
-4-
<PAGE>
entitled to vote for the election of Directors at the Meeting who complies with
the notice procedures set forth in this Section 12. Such nominations, other than
those made by or at the direction of the Board, shall be made pursuant to timely
notice in writing to the Secretary of the Corporation. To be timely, a
Shareholder's notice shall be delivered to, or mailed and received at, the
principal executive offices of the Corporation not less than sixty (60) days
prior to the Meeting; provided, however, that in the event that less than
seventy (70) days' notice or prior public disclosure of the date of the Meeting
is given or made to Shareholders (which notice or public disclosure shall
include the date of the Annual Meeting specified in these By-Laws, if such
By-Laws have been filed with the Securities and Exchange Commission and if the
Annual Meeting is held on such date), notice by the Shareholders to be timely
must be so received not later than the close of business on the tenth day
following the day on which such notice of the date of the Meeting was mailed or
such public disclosure was made. Such Shareholder's notice shall set forth (a)
as to each person whom the Shareholder proposes to nominate for election or
re-election as a Director, (i) the name, age, business address and residence
address of such person, (ii) the principal occupation or employment of such
person, (iii) the class and number of shares of the Corporation which are
beneficially owned by such person and (iv) any other information relating to
such person that is required to be disclosed in solicitations of proxies for
election of Directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (including
without limitation such person's written consent to being named in the proxy
statement as a nominee and to serving as a Director if elected); and (b) as to
the Shareholder giving the notice (i) the name and record address of such
Shareholder and (ii) the class and number of shares of the Corporation which are
beneficially owned by such Shareholder. No person shall be eligible for election
as a Director of the Corporation unless nominated in accordance with the
procedures set forth in this Section 12. The Chairman of the Meeting shall, if
the facts warrant, determine and declare to the Meeting that a nomination was
not made in accordance with the procedures prescribed by these By-Laws, and if
he should so determine, the defective nomination shall be disregarded.
ARTICLE IV
Board of Directors
Section 1. Number. The business and affairs of the Corporation shall be
managed by a Board of not less than three (3) nor more than fifteen (15)
Directors, as may be specified from time to time by resolution adopted by a
majority of the total number of the Corporation's Directors, divided into three
classes as provided in the Articles. If and whenever the Board of Directors has
not specified the number of Directors, the number shall be five (5). The Board
may elect or appoint, from among its members, a Chairman of the Board (the
"Chairman"), who need not be an officer (an "Officer") or employee of the
Corporation. The Chairman shall preside at all Shareholder Meetings and Board
Meetings
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<PAGE>
and shall have such other powers and perform such other duties as are incident
to such position and as may be assigned by the Board.
Section 2. Vacancies and Removal. Any vacancy occurring in the Board
shall be filled as provided in the Articles. Shareholders shall be notified of
any increase in the number of Directors and the name, principal occupation and
other pertinent information about any Director elected by the Board to fill any
vacancy. Any Director, or the entire Board, may be removed from office only as
provided in the Articles.
Section 3. Powers and Duties. In addition to the powers and duties
expressly conferred upon it by law, the Articles or these By-Laws, the Board may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not inconsistent with the law, the Articles or these By-Laws.
Section 4. Annual Board Meeting. Unless otherwise determined by the
Board, the Board shall meet each year immediately after the Annual Meeting, at
the place where such Meeting has been held, for the purpose of organization,
election of Officers of the Corporation (the "Officers") and consideration of
any other business that may properly be brought before such annual meeting of
the Board (the "Annual Board Meeting"). No notice shall be necessary for the
holding of the Annual Board Meeting. If the Annual Board Meeting is not held as
above provided, the election of Officers may be held at any subsequent duly
constituted meeting of the Board (a "Board Meeting").
Section 5. Regular Board Meetings. Regular meetings of the Board
("Regular Board Meetings") may be held at stated times or from time to time, and
at such place, either within or without the State of Indiana, as the Board may
determine, without call and without notice.
Section 6. Special Board Meetings. Special meetings of the Board
("Special Board Meetings") may be called at any time or from time to time, and
shall be called on the written request of at least two Directors, by the
Chairman or the Chief Executive Officer, by causing the Secretary or any
Assistant Secretary to give to each Director, either personally or by mail,
telephone, telegraph, teletype or other form of wire or wireless communication
at least two (2) days' notice of the date, time and place of such Meeting.
Special Board Meetings shall be held at the Principal Office or at such other
place, within or without the State of Indiana, as shall be specified in the
respective notices or waivers of notice thereof.
Section 7. Waiver of Notice and Assent. A Director may waive notice of
any Board Meeting before or after the date and time of the Board Meeting stated
in the notice by a written waiver signed by the Director and filed with the
minutes or corporate records. A Director's attendance at or participation in a
Board Meeting shall constitute a waiver of notice of such Meeting and assent to
any corporate action taken at such Meeting, unless (a) the Director at the
beginning of such Meeting (or promptly upon his arrival) objects to
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<PAGE>
holding of or transacting business at the Meeting and does not thereafter vote
for or assent to action taken at the Meeting; (b) the Director's dissent or
abstention from the action taken is entered in the minutes of such Meeting; or
(c) the Director delivers written notice of his dissent or abstention to the
presiding Director at such Meeting before its adjournment, or to the Secretary
immediately after its adjournment. The right of dissent or abstention is not
available to a Director who votes in favor of the action taken.
Section 8. Quorum. At all Board Meetings, a majority of the number of
Directors designated for the full Board (the "Full Board") shall be necessary to
constitute a quorum for the transaction of any business, except (a) that for the
purpose of filling of vacancies a majority of Directors then in office shall
constitute a quorum, and (b) that a lesser number may adjourn the Meeting from
time to time until a quorum is present. The act of a majority of the Board
present at a Meeting at which a quorum is present shall be the act of the Board,
unless the act of a greater number is required by law, the Articles or these
By-Laws.
Section 9. Audit and Other Committees of the Board. The Board shall, by
resolution adopted by a majority of the Full Board, designate an Audit Committee
comprised of two or more Directors, which shall have such authority and exercise
such duties as shall be provided by resolution of the Board. The Board may, by
resolution adopted by such majority, also designate other regular or special
committees of the Board ("Committees"), in each case comprised of two or more
Directors and to have such powers and exercise such duties as shall be provided
by resolution of the Board.
Section 10. Resignations. Any Director may resign at any time by giving
written notice to the Board, the Chairman, the Chief Executive Officer, the
President or the Secretary. Any such resignation shall take effect when
delivered unless the notice specifies a later effective date. Unless otherwise
specified in the notice, the acceptance of such resignation shall not be
necessary to make it effective.
ARTICLE V
Officers
Section 1. Officers. The Officers shall be the Chief Executive Officer,
the President, one or more Vice Presidents, the Secretary and the Treasurer, and
may include one or more Assistant Secretaries, one or more Assistant Treasurers
and such other Officers as may be chosen by the Board at such time in such
manner and for such terms as the Board may prescribe. Any two or more offices
may be held by the same person. The Board may from time to time elect or appoint
such other Officers as it shall deem necessary, who shall exercise such powers
and perform such duties as may be prescribed from time to time by these By-Laws
or, in the absence of a provision in these By-Laws in respect thereto, as may be
prescribed from time to time by the Board.
-7-
<PAGE>
Section 2. Election of Officers. The Officers shall be elected by the
Board at the Annual Board Meeting and shall hold office for one year or until
their respective successors shall have been duly elected and shall have
qualified; provided, however, that the Board may at any time elect one or more
persons to new or different offices and/or change the title, designation and
duties and responsibilities of any of the Officers consistent with the law, the
Articles and these By-Laws.
Section 3. Vacancies, Removal. Any vacancy among the Officers may be
filled for the unexpired term by the Board. Any Officer may be removed at any
time by the affirmative vote of a majority of the Full Board.
Section 4. Delegation of Duties. In the case of the absence,
disability, death, resignation or removal from office of any Officer, or for any
other reason that the Board shall deem sufficient, the Board may delegate, for
the time being, any or all of the powers or duties of such Officer to any other
Officer or to any Director.
Section 5. Chief Executive Officer. The Chief Executive Officer,
subject to the control of the Board, shall have general charge and supervision
and authority over the business and affairs of the Corporation, and shall have
such other powers and perform such other duties as are incident to this office
and as may be assigned to him by the Board. In the case of the absence or
disability of the Chairman or if no Chairman shall be elected or appointed by
the Board, the Chief Executive Officer shall preside at all Shareholder meetings
and Board Meetings.
Section 6. President. The President shall be Chief Operating Officer,
subject to the control of the Chief Executive Officer and the Board, and shall
have general charge of and supervision and authority over the operations of the
Corporation, and shall have such other powers and perform such other duties as
are incident to this office and as may be assigned to him by the Chief Executive
Officer and the Board. In the case of the absence or disability of the Chief
Executive Officer, the President shall preside at all Shareholder Meetings and
Board Meetings.
Section 7. Vice Presidents. Each of the Vice Presidents shall have such
powers and perform such duties as may be prescribed for him by the Board or
delegated to him by the Chief Executive Officer. In the case of the absence,
disability, death, resignation or removal from office of the President, the
powers and duties of the President shall, for the time being, devolve upon and
be exercised by the Executive Vice President, if there be one, and if not, then
by such one of the Vice Presidents as the Board or the Chief Executive Officer
may designate, or, if there be but one Vice President, then upon such Vice
President; and he shall thereupon, during such period, exercise and perform all
of the powers and duties of the President, except as may be otherwise provided
by the Board.
Section 8. Secretary. The Secretary shall have the custody and care of
the Seal, records, minutes and the Stock Book of the Corporation; shall attend
all Shareholder
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<PAGE>
Meetings and Board Meetings, and duly record and keep the minutes of their
proceedings in a book or books to be kept for that purpose; shall give or cause
to be given notice of all Shareholder Meetings and Board Meetings when such
notice shall be required; shall file and take charge of all papers and documents
belonging to the Corporation; and shall have such other powers and perform such
other duties as are incident to the office of secretary of a business
corporation, subject at all times to the direction and control of the Board and
the Chief Executive Officer.
Section 9. Assistant Secretaries. Each of the Assistant Secretaries
shall assist the Secretary in his duties and shall have such other powers and
perform such other duties as may be prescribed for him by the Board or delegated
to him by the Chief Executive Officer. In case of the absence, disability,
death, resignation or removal from office of the Secretary, his powers and
duties shall, for the time being, devolve upon such one of the Assistant
Secretaries as the Board, or the Chief Executive Officer may designate, or, if
there be but one Assistant Secretary, then upon such Assistant Secretary; and he
shall thereupon, during such period, exercise and perform all of the powers and
duties of the Secretary, except as may be otherwise provided by the Board.
Section 10. Treasurer. The Treasurer shall have control over all
records of the Corporation pertaining to moneys and securities belonging to the
Corporation; shall have charge of, and be responsible for, the collection,
receipt, custody and disbursements of funds of the Corporation; shall have the
custody of all securities belonging to the Corporation; shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation; and shall disburse the funds of the Corporation as may be ordered
by the Board, taking proper receipts or making proper vouchers for such
disbursements and preserving the same at all times during his term of office.
When necessary or proper, he shall endorse on behalf of the Corporation all
checks, notes or other obligations payable to the Corporation or coming into his
possession for or on behalf of the Corporation, and shall deposit the funds
arising therefrom, together with all other funds and valuable effects of the
Corporation coming into his possession, in the name and the credit of the
Corporation in such depositories as the Board from time to time shall direct, or
in the absence of such action by the Board, as may be determined by the Chief
Executive Officer. The Treasurer shall also have such other powers and perform
such other duties as are incident to the office of treasurer of a business
corporation, subject at all times to the direction and control of the Board and
the Chief Executive Officer.
If required by the Board, the Treasurer shall give the Corporation a
bond, in such an amount and with such surety or sureties as may be ordered by
the Board, for the faithful performance of the duties of his office and for the
restoration to the Corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
Corporation.
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<PAGE>
Section 11. Assistant Treasurers. Each of the Assistant Treasurers
shall assist the Treasurer in his duties, and shall have such other powers and
perform such other duties as may be prescribed for him by the Board or delegated
to him by the Chief Executive Officer. In case of the absence, disability,
death, resignation or removal from office of the Treasurer, his powers and
duties shall, for the time being, devolve upon such one of the Assistant
Treasurers as the Board, or the Chief Executive Officer may designate, or, if
there be but one Assistant Treasurer, then upon such Assistant Treasurer; and he
shall thereupon, during such period, exercise and perform all the powers and
duties of the Treasurer except as may be otherwise provided by the Board. If
required by the Board, each Assistant Treasurer shall likewise give the
Corporation a bond, in such amount and with such surety or sureties as may be
ordered by the Board, for the same purposes as the bond that may be required to
be given by the Treasurer.
ARTICLE VI
Certificates for Shares
Section 1. Certificates. Certificates for Shares ("Certificates") shall
be in such form, consistent with law and the Articles, as shall be approved by
the Board. Certificates for each class, or series within a class, of Shares
shall be numbered consecutively as issued. Each Certificate shall state the name
of the Corporation and that it is organized under the laws of the State of
Indiana; the name of the registered holder; the number and class and the
designation of the series, if any, of the Shares represented thereby; and a
summary of the designations, relative rights, preferences and limitations
applicable to such class and, if applicable, the variations in rights,
preferences and limitations determined for each series and the authority of the
Board to determine such variations for future series; provided, however, that
such summary may be omitted if the Certificate states conspicuously on its front
or back that the Corporation will furnish the Shareholder such information upon
written request and without charge. Each Certificate shall be signed (either
manually or in facsimile) by (i) the Chief Executive Officer or the President or
a Vice President and (ii) the Secretary or an Assistant Secretary, or by any two
or more Officers that may be designated by the Board, and may have affixed
thereto the Seal, which may be a facsimile, engraved or printed.
Section 2. Record of Certificates. Shares shall be entered in the Stock
Book as they are issued, and shall be transferable on the Stock Book by the
holder thereof in person, or by his attorney duly authorized thereto in writing,
upon the surrender of the outstanding Certificate therefor properly endorsed.
Section 3. Lost or Destroyed Certificates. Any person claiming a
Certificate to be lost or destroyed shall make affidavit or affirmation of that
fact and, if the Board or the Chief Executive Officer shall so require, shall
give the Corporation and/or the transfer agents and registrars, if they shall so
require, a bond of indemnity, in form and with one or more
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<PAGE>
sureties satisfactory to the Board or the Chief Executive Officer and/or the
transfer agents and registrars, in such amount as the Board or the Chief
Executive Officer may direct and/or the transfer agents and registrars may
require, whereupon a new Certificate may be issued of the same tenor and for the
same number of Shares as the one alleged to be lost or destroyed.
Section 4. Shareholder Addresses. Every Shareholder shall furnish the
Secretary with an address to which notices of Meetings and all other notices may
be served upon him or mailed to him, and in default thereof notices may be
addressed to him at his last known address or at the Principal Office.
ARTICLE VII
Corporate Books and Records
Section 1. Places of Keeping. Except as otherwise provided by law, the
Articles or these By-Laws, the books and records of the Corporation (including
the "Corporate Records," as defined in the Articles) may be kept at such place
or places, within or without the State of Indiana, as the Board may from time to
time by resolution determine or, in the absence of such determination by the
Board, as shall be determined by the Chief Executive Officer.
Section 2. Stock Book. The Corporation shall keep at the Principal
Office the original Stock Book or a duplicate thereof, or, in case the
Corporation employs a stock registrar or transfer agent within or without the
State of Indiana, another record of the Shareholders in a form that permits
preparation of a list of the names and addresses of all the Shareholders, in
alphabetical order by class of Shares, stating the number and class of Shares
held by each Shareholder (the "Record of Shareholders").
Section 3. Inspection of Corporate Records. Any Shareholder (or the
Shareholder's agent or attorney authorized in writing) shall be entitled to
inspect and copy at his expense, after giving the Corporation at least five (5)
business days' written notice of his demand to do so, the following Corporate
Records: (1) the Articles; (2) these By-Laws; (3) minutes of all Shareholder
Meetings and records of all actions taken by the Shareholders without a meeting
(collectively, "Shareholders Minutes") for the prior three (3) years; (4) all
written communications by the Corporation to the Shareholders including the
financial statements furnished by the Corporation to the Shareholders for the
prior three (3) years; (5) a list of the names and business addresses of the
current Directors and the current Officers; and (6) the most recent Annual
Report of the Corporation as filed with the Secretary of State of Indiana. Any
Shareholder (or the Shareholder's agent or attorney authorized in writing) shall
also be entitled to inspect and copy at his expense, after giving the
Corporation at least five (5) business days' written notice of his demand to do
so, the following Corporate Records, if his demand is made in good faith and for
a proper purpose and describes with
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<PAGE>
reasonable particularity his purpose and the records he desires to inspect, and
the records are directly connected with his purpose: (1) to the extent not
subject to inspection under the previous sentence, Shareholders Minutes,
excerpts from minutes of Board Meetings and of Committee meetings, and records
of any actions taken by the Board or any Committee without a meeting; (2)
appropriate accounting records of the Corporation; and (3) the Record of
Shareholders.
Section 4. Record Date. The Board may, in its discretion, fix in
advance a Record Date not more than seventy (70) days before the date (a) of any
Shareholder Meeting, (b) for the payment of any dividend or the making of any
other distribution, (c) for the allotment of rights, or (d) when any change or
conversion or exchange of Shares shall go into effect. If the Board fixes a
Record Date, then only Shareholders who are Shareholders of record on such
Record Date shall be entitled (a) to notice of and/or to vote at any such
Meeting, (b) to receive any such dividend or other distribution, (c) to receive
any such allotment of rights, or (d) to exercise the rights in respect of any
such change, conversion or exchange of Shares, as the case may be,
notwithstanding any transfer of Shares on the Stock Book after such Record Date.
Section 5. Transfer Agents; Registrars. The Board may appoint one or
more transfer agents and registrars for its Shares and may require all
Certificates to bear the signature either of a transfer agent or of a registrar,
or both.
ARTICLE VIII
Checks, Drafts, Deeds and Shares of Stock
Section 1. Checks, Drafts, Notes, Etc. All checks, drafts, notes or
orders for the payment of money of the Corporation shall, unless otherwise
directed by the Board or otherwise required by law, be signed by one or more
Officers as authorized in writing by the Chief Executive Officer. In addition,
the Chief Executive Officer may authorize any one or more employees of the
Corporation ("Employees") to sign checks, drafts and orders for the payment of
money not to exceed specific maximum amounts as designated in writing by the
Chief Executive Officer for any one check, draft or order. When so authorized by
the Chief Executive Officer, the signature of any such Officer or Employee may
be a facsimile signature.
Section 2. Deeds, Notes, Bonds, Mortgages, Contracts, Etc. All deeds,
notes, bonds and mortgages made by the Corporation, and all other written
contracts and agreements, other than those executed in the ordinary course of
corporate business, to which the Corporation shall be a party, shall be executed
in its name by the Chief Executive Officer, or the President, a Vice President
or any other Officer so authorized by the Board and, when necessary or required,
the Secretary or an Assistant Secretary shall attest the execution thereof. All
written contracts and agreements into which the Corporation enters in the
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ordinary course of corporate business shall be executed by any Officer or by any
other Employee designated by the Chief Executive Officer, or the President or a
Vice President to execute such contracts and agreements.
Section 3. Sale or Transfer of Stock. Subject always to the further
orders and directions of the Board, any share of stock issued by any corporation
and owned by the Corporation (including reacquired Shares of the Corporation)
may, for sale or transfer, be endorsed in the name of the Corporation by the
Chief Executive Officer or the President or a Vice President, and said
endorsement shall be duly attested by the Secretary or an Assistant Secretary
either with or without affixing thereto the Seal.
Section 4. Voting of Stock of Other Corporations. Subject always to the
further orders and directions of the Board, any share of stock issued by any
other corporation and owned or controlled by the Corporation (an "Investment
Share") may be voted at any shareholders' meeting of such other corporation by
the Chief Executive Officer. Whenever, in the judgment of the Chief Executive
Officer, it is desirable for the Corporation to execute a proxy or give a
shareholder's consent in respect of any Investment Share, such proxy or consent
shall be executed in the name of the Corporation by the Chief Executive Officer
or the President or a Vice President, and, when necessary or required, shall be
attested by the Secretary or an Assistant Secretary either with or without
affixing thereto the Seal. Any person or persons designated in the manner above
stated as the proxy or proxies of the Corporation shall have full right, power
and authority to vote an Investment Share the same as such Investment Share
might be voted by the Corporation.
ARTICLE IX
Fiscal Year
Section 1. Fiscal Year. The Corporation's fiscal year shall begin the
Monday following the Sunday closest to September 30 of each year and shall end
on the Sunday closest to September 30 of the following year.
ARTICLE X
Amendments
Section 1. Amendments. These By-Laws may be altered, amended or
repealed, in whole or in part, and new By-Laws may be adopted, at any Board
Meeting by the affirmative vote of a majority of the Full Board.
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Starcraft Corporation
Amendment of By-laws Effective February 20, 1996
RESOLVED, that the Code of By-laws of the Corporation be, and hereby
is, amended by adding a new Article XI which shall read as follows:
ARTICLE XI
REDEMPTION OF CONTROL SHARES
Section 1. Redemption of Control Shares. Pursuant to IND. CODE ss.
23-1-42-10, the Corporation is fully empowered to redeem control shares, as
defined in IND. CODE ss. 23-1- 42. The Board of Directors has full power and
authority to determine and adopt the procedures pursuant to which control shares
shall be redeemed and to determine the "fair value" to be paid for such shares.
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Exhibit 11
COMPUTATION OF EARNINGS (LOSS) PER SHARE
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
13 Weeks 39 Weeks
--------------------------------- --------------------------------
June 30, 1996 July 2, 1995 June 30, 1996 July 2, 1995
------------- ------------ ------------- ------------
Primary
<S> <C> <C> <C> <C>
Average shares outstanding 4,134 4,272 4,146 4,272
Net effect of dilutive stock options - based
on the treasury stock method using
average market price -- -- -- --
Total 4,134 4,272 4,146 4,272
------ ------ ----- ------
Net income (loss) $1,414 $1,402 $(957) $2,602
====== ====== ===== ======
Per share amount $0.34 $0.33 $(0.23) $0.61
====== ====== ===== ======
Fully Diluted
Average shares outstanding 4,134 4,272 4,146 4,272
Net effect of dilutive stock options - based
on the treasury stock method using the
higher of the average market price for the
period or the market price at the end of
the period -- -- -- --
------ ------ ----- ------
Total 4,134 4,272 4,146 4,272
====== ====== ===== ======
Net income (loss) $1,414 $1,402 $(957) $2,602
====== ====== ===== ======
Per share amount $0.34 $0.33 $(0.23) $0.61
====== ====== ===== ======
</TABLE>
NOTE: Average shares outstanding used for earnings per share included in the
Company's financial statements do not reflect the effect of the stock
options granted since their effect is antidilutive.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS
ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000906473
<NAME> Starcraft Corporation
<MULTIPLIER> 1000
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> Sep-29-1996
<PERIOD-START> Apr-1-1996
<PERIOD-END> Jun-30-1996
<EXCHANGE-RATE> 1.000
<CASH> 932
<SECURITIES> 0
<RECEIVABLES> 11,335
<ALLOWANCES> 57
<INVENTORY> 10,516
<CURRENT-ASSETS> 382
<PP&E> 10,358
<DEPRECIATION> 2,540
<TOTAL-ASSETS> 36,369
<CURRENT-LIABILITIES> 12,812
<BONDS> 0
<COMMON> 14,011
0
0
<OTHER-SE> 6,546
<TOTAL-LIABILITY-AND-EQUITY> 36,369
<SALES> 70,228
<TOTAL-REVENUES> 70,228
<CGS> 60,697
<TOTAL-COSTS> 60,697
<OTHER-EXPENSES> 10,997
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 242
<INCOME-PRETAX> (1,574)
<INCOME-TAX> (617)
<INCOME-CONTINUING> (957)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (957)
<EPS-PRIMARY> (0.23)
<EPS-DILUTED> (0.23)
</TABLE>
