SKYLINE CORPORATION
2520 By-Pass Road
P.O. Box 743
Elkhart, Indiana 46515
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
September 18, 1995
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of
Skyline Corporation (Skyline) will be held at the Shenandoah Room, in the
Ramada Inn, 3011 Belvedere Road, Elkhart, Indiana, on Monday, September 18,
1995, at 10:00 a.m., Eastern Standard Time, for the following purposes:
1. To elect a Board of Directors for the ensuing year, or until their
successors are elected and qualify.
2. To vote on the following proposed amendment to Article IX, Section 1
of the Articles of Incorporation which would permit the size of the
Board of Directors, as specified from time to time in the By-Laws, to
be from 3 to 10 Directors (instead of the current 3 to 9 Directors):
The Corporation shall have such number of Directors as shall be
specified in the By-Laws, but in no event shall such number be less
than three nor more than ten. In the event the By-Laws do not state
the number of Directors, the number of Directors shall be nine.
3. To transact such other business as may properly come before the
meeting, or any adjournment thereof.
The Board of Directors has fixed the close of business on July 19, 1995,
as the record date for the determination of shareholders entitled to notice
of, and to vote at, said meeting.
By Order of the Board of Directors
RONALD F. KLOSKA
Vice-Chairman, Chief
Administration Officer and Secretary
August 1, 1995
IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE SIGN,
DATE AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
SKYLINE CORPORATION
2520 By-Pass Road, P.O. Box 743
Elkhart, Indiana 46515
August 1, 1995
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of Skyline
Corporation (Skyline) for use at the Annual Meeting of Shareholders to be held
September 18, 1995. The shares represented by properly executed proxies
received prior to the meeting will be voted. If the shareholder directs in the
proxy how the shares are to be voted, they will be voted accordingly. When no
direction has been given by the shareholder, it is the intention of the
proxies named in the proxy to vote the same in accordance with their best
judgment. Any proxy given may be revoked by the shareholder at any time prior
to the voting of the proxy. The approximate date on which this proxy statement
and the form of proxy are first sent or given to security holders is August 1,
1995.
VOTING SECURITIES
Only shareholders of record as of the close of business on July 19, 1995,
or their proxies are entitled to vote at the meeting. As of that date,
Skyline had outstanding 11,120,644 shares of Common Stock having one vote per
share.
ELECTION OF DIRECTORS
Each share of Common Stock is entitled to one vote, which means that the
holders of more than 50% of the shares voting for the election of Directors
can elect all of the Directors and approve any other matter as may properly
come before the meeting if they choose to do so.
It is proposed that nine Directors be elected at the meeting, each to
serve until the next Annual Meeting of Shareholders and until his successor is
elected and qualifies.
It is intended that the votes authorized by the enclosed proxy will be
cast for the election of the nine nominees for Directors whose names are set
forth below. In the event that one or more of the nominees shall unexpectedly
become unavailable for election, the votes will be cast, pursuant to authority
granted by the enclosed proxy, for such person or persons as may be designated
by the present Board of Directors or the Board may be reduced accordingly. All
of the nominees for whom the proxies intend to vote have agreed to serve as
Directors if elected.
Information about the nominees for election as Directors and the
beneficial ownership of Skyline Common Stock by directors as a group is as
follows:
<PAGE>
Shares of Skyline
Common Stock bene-
Skyline ficially Owned at Percent
Name, Title, Address Director July 1, 1995 of
and Principal Occupation Age Since Directly or Indirectly Class(3)
ARTHUR J. DECIO 64 1959 1,477,784(1) 13.3 %
Chairman, Skyline Corporation,
2520 By-Pass Road, Elkhart,
IN 46514. Chairman of the Board
and Chief Executive Officer.
Mr. Decio is also a Director of
NIPSCO Industries, Inc.,Hammond,
Indiana, and Quality Dining,
Inc., Mishawaka, Indiana.
TERRENCE M. DECIO 43 1989 30,080(2)
Senior Executive Vice President,
Skyline Corporation, 2520
By-Pass Road Elkhart, Indiana
46514. Mr. Decio is also a
Director of Society Bank
(Key Corp.), South Bend, Indiana.
JERRY HAMMES 63 1986 13,000
2015 West Western Avenue,
South Bend, Indiana 46629.
President of Romy Hammes, Inc.,
a one bank holding company and
real estate investment company,
South Bend, Indiana, and Chairman
of Peoples Bank of Kankakee County,
a bank, Bourbonnais, Illinois.
Mr. Hammes is also a Director of
Society Bank (Key Corp.), South Bend,
Indiana.
RONALD F. KLOSKA 61 1965 28,600
Vice-Chairman and Chief
Administration Officer and
Secretary Skyline Corporation,
2520 By-Pass Road, Elkhart,
Indiana 46514.
WILLIAM H. LAWSON 58 1975 3,000
President and Chief Executive
Officer, Franklin Electric Co.,
Inc., 400 East Spring Street,
Bluffton, Indiana 46714. Chairman
of the Board, Chief Executive Officer
and a Director of Franklin Electric
Company, Inc., a manufacturer of
electric motors, Bluffton, Indiana.
Mr. Lawson is also a Director of JSJ
Corporation, Sentry Insurance, a Mutual
Company, and American Electronics
Components, Inc.
DAVID T. LINK 58 1994 0
Dean and Professor of Law,
Notre Dame Law School, University
of Notre Dame, Notre Dame, Indiana
46556.
<PAGE>
ANDREW J. McKENNA, 65 1971 12,300
Chairman, President and CEO,
Schwarz Paper Company, 8338 North
Austin Avenue, Morton Grove, Illinois
60053. President of Schwarz Paper
Company, a national distributor of
paper, printing and packaging,
Morton Grove, Illinois. Mr. McKenna
is also a director of First Chicago
Corporation, First National Bank of
Chicago, Tribune Company, Aon
Corporation, McDonalds Corporation
and Dean Foods Company.
WILLIAM H. MURSCHEL 50 1992 1,610
President and Chief Operations
Officer, Skyline Corporation 2520
By-Pass Road, Elkhart, Indiana
46514. Mr. Murschel was Vice
President of Skyline from June
1986 through September 16, 1991.
DALE SWIKERT 65 1963 8,791
224 Carnation Drive, Nampa,
Idaho 83687. President, Interstate
West Corp., Private Investor and
former President of Vanamera
Industries, Ltd., Kelowna, British
Columbia, a Canadian manufacturer
of van conversions.
ALL NOMINEES AND
OFFICERS AS A GROUP 1,576,815 14.18%
(l) Includes 83,500 shares in The Arthur J. Decio Foundation, a charitable
foundation, of which Mr. Decio is a trustee. Mr. Decio disclaims any
beneficial interest with respect to these shares.
(2) Terrence M. Decio is the son of Arthur J. Decio.
(3) Less than one percent unless otherwise indicated.
<PAGE>
Information about Board and Committee meetings is as follows:
The Audit Committee consisted of Messrs. Hammes, McKenna and Dr. Thomas
P. Bergin until September 19, 1994, after which the Audit Committee consisted
of Messrs. Hammes, McKenna, Link and Swikert. It met two times during the
fiscal year ended May 31, 1995. The Committee meets with the accounting firm
which conducts the annual audit of Skyline's books, reviews auditors'
recommendations, reviews the independence of Skyline's auditors and considers
the range of audit and non-audit fees. It also meets with the internal audit
staff and Chief Financial Officer, reviews the scope and adequacy of Skyline's
internal auditing program and reports its findings to the Board with any
recommendations it considers appropriate.
The Governance and Compensation Committee consisted of Messrs. McKenna,
Hammes and Lawson until September 19, 1994, after which the Governance and
Compensation Committee consisted of Messrs. McKenna, Hammes, Lawson and Link.
It met three times during the last fiscal year. The Committeeestablishes
compensation for the Chief Executive Officer and consults with the Chief
Executive Officer concerning compensation for other electedofficers of the
Company. The Committee also recommends to the Board the selection of nominees
for election as directors, and considers the performance of incumbent
directors in determining whether to nominate them for re-election. Nominees
recommended by shareholders will be considered upon their submission in
writing by the shareholders to Skyline prior to the end of the fiscal year
immediately preceding the next regular annual shareholders meeting.
The Executive Committee of the Board of Directors consisted of Messrs.
Arthur J. Decio, Hammes and McKenna until September 19, 1994, after which the
Executive Committee of the Board of Directors consisted of Messrs. Decio,
McKenna, Hammes, Lawson and Link, and met four times during the last fiscal
year. This Committee exercises the powers of the Board of Directors in the
management of the business and affairs of Skyline, subject to the approval of
the full Board of Directors at the next regular or special meeting.
The Board of Directors met or took action six times during the last fiscal
year. Every Board member was present at all Board meetings and meetings of
all committees of which he was a member, except that one Director did not
attend one Board meeting.
<PAGE>
PROPOSED AMENDMENT TO ARTICLES OF INCORPORATION
The Board of Directors recommends to the Shareholders that Skyline's
Articles of Incorporation be amended to permit the size of the Board of
Directors, as determined from time to time by the By-Laws, to be no less than
three Directors and no more than ten Directors. Skyline's Articles of
Incorporation currently permit the size of the Board of Directors, as
determined from time to time by the By-Laws, to be no less than three
Directors and no more than nine Directors. The purpose and effect of the
proposed amendment is to permit the maximum size of the Board of Directors to
be ten rather than nine members. The exact size of the Board of Directors
within the range permitted in the Articles of Incorporation is now, and would
be after the adoption of the proposed amendment, specified by the By-Laws. The
By-Laws currently provide for nine Directors, and there is no present intent
to amend the By-Laws to increase the size of the Board of Directors to ten
Directors. The proposed amendment would provide the Board of Directors with
the flexibility, should the Board deem it advisable, to amend the By-Laws to
increase the size of the Board promptly to ten Directors. The text of the
proposed amendment to Article IX, Section 1 of the Articles of Incorporation
is as follows:
The Corporation shall have such number of Directors as shall be specified in
the By-Laws, but in no event shall such number be less than three nor more
than ten. In the event the By-Laws do not state the number of Directors, the
number of Directors shall be nine.
CERTAIN OTHER BENEFICIAL OWNERS
The following person, entities or "group" as indicated are known to
Skyline to own beneficially at least five percent (5%) of Skyline's common
stock or are members of management identified in the summary compensation
table but who are not on Skyline's Board. The beneficial ownership of
Skyline common stock by the members of its Board and its nominees for
directors is shown in the table under "Election of Directors" above.
Shares of Skyline Common
Name and Address Stock Beneficially Owned Percent of
of Beneficial Owner at July 1. 1995 Class (l)
Donald A. Barrow 1,350
Vice President, Skyline
2520 By-Pass Road
Elkhart, Indiana 46514
Orbis Investment Management 1,065,000 9.6%
Limited (2)
Harold Hayes Frith Building
55 Par-Ia-Ville Road
Hamilton, HM 11
Bermuda
PosAlpha Management Limited (2) 45,000 .4%
Harold Hayes Frith Building
55 Par-Ia-Ville Road
Hamilton, HM 11
Bermuda
(l) Less than one percent (1%) if not specified.
(2) Orbis Investment Management Limited and PosAlpha Management
Limited may constitute a "group" owning 1,110,000 shares, which is
9.98% of the outstanding Skyline common stock.
<PAGE>
EXECUTIVE COMPENSATION
All cash compensation paid during the fiscal year ended May 31, 1995 for
each of the five highest paid executive officers of Skyline, including the
Chief Executive Officer. The table also shows for each such officer, the
amounts set aside during the last fiscal year under Skyline's Profit
Sharing Plan.
All
Other
Annual Compensation Compensation
(Vested
Name and Principal Profit
Position Year Salary ($) Bonus ($) Sharing)
Arthur J. Decio 1995 395,000 264,000 9,000
Chairman of the Board 1994 395,000 248,000 6,000
and Chief Executive Officer 1993 395,000 90,000 6,000
William H. Murschel 1995 295,000 194,700 9,000
President and Chief Operations 1994 295,000 170,500 6,000
Officer (Vice-President prior to 1993 275,000 102,500 6,000
September 16, 1991)
Ronald F. Kloska 1995 245,000 181,300 9,000
Vice-Chairman of the Board, 1994 245,000 139,500 6,000
Chief Administration Officer 1993 225,000 67,500 6,000
and Secretary (President prior to
September 16, 1991)
Terrence M. Decio 1995 225,000 148,500 9,000
Senior Executive Vice-President 1994 225,000 139,500 6,000
(Senior Vice-President from 1993 200,000 67,500 6,000
September 16, 1991 to September 21,
1992 and Vice-President before
September 16, 1991)
Donald A. Barrow 1995 150,000 45,000 9,000
Vice-President 1994 150,000 45,000 6,000
1993 140,000 22,500 6,000
<PAGE>
Compensation of Directors
Directors who are not full-time employees receive an annual fee of
$16,000 payable in quarterly installments. Employee directors receive $500
for each Board or Committee meeting attended. Chairmen of the Board
Committees receive an additional $2,000 annually and Committee members
receive an additional $1,500 annually payable in quarterly installments.
Termination of Employment Arrangements
The Skyline Corporation and Affiliates Employees' Profit Sharing Plan
provides benefits on death, disability or retirement for officers and
executives, sales, administrative and supervisory employees. Employees hired
on or after June 1, 1987 become eligible as of the June 1 or December 1
immediately following completion of six months of employment. Under the Plan,
as amended effective June 1, 1989, the amount of contribution under the Plan
is in the discretion of Skyline each year. However, the maximum contribution
for any participant shall not exceed 12% of a participant's basic
compensation. Upon retirement, death or permanent total disability, a
participant is entitled to all of the funds credited to his account. In case
of termination of employment by resignation or discharge, the participant is
entitled to a percentage of the amount credited to his account, ranging from
0% (10% for employees hired on or before May 31, 1987) after one year of
employment to 100% after seven years. For plan years beginning on or after
June 1, 1987, forfeitures resulting from any employee's termination of
employment prior to full vesting will be used to reduce employer
contributions. Net investment earnings or net losses for each fiscal year are
allocated to the account of each participant in the same ratio as the
participant's account balance bears to the total account balances of all
participants. Skyline reserves the right to modify, amend or terminate the
Plan. In the event of termination of the plan, the entire amount theretofore
contributed under the Plan must be paid to participants or their beneficiaries
and under no circumstances reverts to Skyline.
Under an insurance plan, payments would be made to the below named
executive officers, and executive officers as a group, for a period of 10
years upon retirement from Skyline at age 60 or later, in the following annual
amounts: Ronald F. Kloska, $100,000; William H. Murschel, $75,000; Donald A.
Barrow and Terrence M. Decio, $60,000 each; and all executive officers as a
group, consisting of 6 individuals, $375,000. Under the same insurance plan,
in the event of the death of any of such executive officers while employed by
Skyline, payments would be made for a period of 10 years in the annual amounts
hereinafter specified to the beneficiaries of the following individuals and
group: Ronald F. Kloska, $100,000; William H. Murschel, $75,000; Terrence M.
Decio, $60,000, and Donald A. Barrow, $30,000; and all executive officers as a
group, consisting of 6 individuals, $325,000. Skyline is the owner and
beneficiary of policies insuring the lives of all such executive officers in
the total amount of $2,525,984. In addition, in the event of the death of
Arthur J. Decio, Skyline has agreed to pay his survivor(s) the sum of
$1,920,000, which at the present income tax rates, would result in after tax
cost to Skyline of approximately $1,180,000. Skyline is the owner and
beneficiary of policies insuring Arthur J. Decio's life in the amount of
$1,000,000.
<PAGE>
The appreciation in cash surrender value of all of the above-described
insurance policies is such that there is no current cost to Skyline for their
maintenance.
Compensation Committee Interlocks and Insider Participation
The following persons served as members of the Governance and
Compensation Committee (the "Compensation Committee") of Skyline's Board of
Directors during the fiscal year ended May 31, 1995: Andrew J. McKenna, Jerry
Hammes, William H. Lawson and David T. Link. Arthur J. Decio is the Chairman
of the Board and Chief Executive Officer of Skyline, and is a member of the
Board of Directors of Schwarz Paper Company. Andrew J. McKenna is an
executive officer of Schwarz Paper Company.
Report of the Governance and Compensation Committee (the "Compensation
Committee") on Executive Compensation
The compensation of Skyline's executive officers is determined by the
Compensation Committee of the Board of Directors. Each member of the
Compensation Committee is a director who is not an employee of Skyline or any
of its affiliates. The following report with respect to compensation paid to
Skyline's executive officers for the fiscal year ended May 31, 1995 is
furnished by the Compensation Committee.
General Policies. Skyline's compensation programs are intended to enable
Skyline to attract, motivate, reward and retain the executive management
talent required to achieve corporate objectives. It is Skyline's policy to
reward exceptional performance and contributions to the development of
Skyline's business. To attain these objectives, Skyline's executive
compensation program includes a competitive base salary coupled with the
opportunity to participate in a bonus pool which is created based on the
performance of Skyline's business. The Compensation Committee establishes the
base salaries and discretionary bonuses which will be paid to Skyline's
executive officers for each fiscal year. In setting salaries and bonuses, the
Compensation Committee takes into account several factors, including
compensation paid by competitors and other industries' compensation data as
well as qualitative factors bearing on an individual's experience,
responsibilities, management and job performance. The Compensation Committee
evaluates the contributions to Skyline's overall performance during the last
fiscal year, leadership,effectiveness and commitment of all executive officers,
including the Chief Executive Officer. For the fiscal year ended May 31, 1995,
each of the executive officers received a bonus, in the amounts set forth
above in the summary compensation table.
<PAGE>
Salaries. Salary levels for executive officer positions are set so as to
reflect the duties and level of responsibilities inherent in the position and
current economic conditions relating to Skyline's business. Comparative
salaries paid by other companies in the industries which Skyline does business
are considered in establishing the salary level for a given position. The
Compensation Committee does not, however, target a specific percentile range
within the comparative group in setting salaries of Skyline's executive
officers. The particular qualifications and level of experience of the
individual holding the position are also considered in establishing a salary
level when the individual is first appointed to a given position.
Bonus. Skyline provides executive officers the opportunity to earn an
annual incentive bonus based on an evaluation of the executive's individual
performance and Skyline's performance. No executive officer is automatically
entitled to a bonus or a bonus in any particular amount. In considering
bonuses for executives other than Arthur J. Decio, the Compensation Committee
consults with the Chief Executive Officer.
Other. In addition, the executive officers participate in a profit
sharing program and insurance and other plans described above providing
payments on death or retirement.
Compensation of Chief Executive Officer ("CEO"). In setting the base
salary and bonus for Skyline's CEO, for the fiscal year ended May 31, 1995,
the Compensation Committee considered the same factors as with other
executive officers of Skyline. The Compensation Committee believes the CEO's
compensation was fully supported by those standards.
Andrew J. McKenna, Chairman
Jerry Hammes
William H. Lawson
David T. Link
Being all the members of Skyline's
Governance and Compensation Committee
(the "Compensation Committee")
<PAGE>
PERFORMANCE GRAPH
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
AMONG SKYLINE CORPORATION, S & P 500 INDEX AND PEER GROUP**
Skyline S&P Peer
Corporation 500 Group
Starting Basis - 1990 $100.00 $100.00 $100.00
1991 124.22 111.79 115.73
1992 118.62 122.81 129.88
1993 138.37 137.06 165.83
1994 141.08 142.90 211.25
1995 148.80 171.75 208.30
* Notes:
Assumes initial investment of $100 on May 31,1990 and compares the
return on that investment through May 31, 1995.
For comparison purposes, Total Return assumes reinvestment of dividends,
although Skyline has no dividend reinvestment plan.
Total Return is based on market capitalization.
** This self constructed peer group consists of the following companies:
Champion Enterprises, Inc.
Coachman Industries, Inc.
Fleetwood Enterprises, Inc.
Liberty Homes, Inc.
Schult Homes, Inc.
Thor Industries, Inc.
The returns of each member of this peer group have been weighted
according to that company's respective stock market capitalization.
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
Skyline's independent public accounting firm is Price Waterhouse. It is
expected that representatives of Price Waterhouse will be present at the
meeting of shareholders, will have the opportunity to make a statement if they
so desire and will be available to respond to appropriate questions.
SHAREHOLDER PROPOSALS
Any proposal submitted for inclusion in Skyline's Proxy Statement and
form of proxy for the 1996 Annual Meeting of Shareholders must be received at
the address shown above on or before April 5, 1996.
MISCELLANEOUS
As of the date of this Proxy Statement, the Board of Directors knows of
no other business which will be presented for consideration at the annual
meeting. However, if other proper matters are presented at the meeting, it is
the intention of the proxies named in the enclosed proxy to take such action
as shall be in accordance with their best judgment.
The expense of this solicitation, including the cost of preparing and
mailing this Proxy Statement and accompanying material, will be paid by
Skyline. Skyline expects to pay approximately $6,000 to Georgeson & Company as
compensation for the solicitation of proxies, and may reimburse brokers and
others for their expense for sending proxy material to principals for the
purpose of obtaining signed proxies. In addition, solicitation may be by mail,
telephone, telegraph and personal interview by regularly engaged officers of
Skyline who will not be additionally compensated therefor.
Shareholders are respectfully requested to date, sign and return promptly
the enclosed proxy in the enclosed envelope. No postage is required if mailed
in the United States.
By Order of the
Board of Directors
RONALD F. KLOSKA
Vice-Chairman, Chief
Administration Officer
and Secretary
<PAGE>
IMPORTANT: Please mark, sign, date and promptly return this proxy
using the enclosed envelope.
Proxy
SKYLINE CORPORATION
THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
The undersigned hereby appoints Ronald F. Kloska and Linda R. Philippsen
as proxies, each with the power to appoint their substitute, and
hereby authorizes them, or either of them, to appear and to vote as
designated below, all the shares of common stock held of record by the
undersigned on July 19, 1995 at the Annual Meeting of Shareholders of
Skyline Corporation, to be held at the Shenandoah Room, in the Ramada
Inn, 3011 Belvedere Road, Elkhart, Indiana, on Monday, September 18,
1995, at 10:00 a.m., Eastern Standard Time, and at any adjournments
thereof.
1. ELECTION OF DIRECTORS
NOMINEES: Arthur J. Decio, Terrence M. Decio, Jerry Hammes,
Ronald F. Kloska, William H. Lawson, David T. Link, Andrew J.
McKenna, William H. Murschel and Dale Swikert.
Mark Only One Box:
_____ FOR all nominees listed above; except vote withheld with
respect to nominee/s listed below (if any)
________________________________________________
________________________________________________
_____ WITHHOLD AUTHORITY to vote for ALL nominees listed
above
2. AMENDMENT TO ARTICLES OF INCORPORATION
Mark Only One Box:
_____ FOR amending the Articles of Incorporation to permit
the size of the Board of Directors, as determined from
time to time by the Bylaws, to be no less than three
Directors and no more than ten Directors.
_____ AGAINST amending the Articles of Incorporation to permit
the size of the Board of Directors, as determined from
time to time by the Bylaws, to be no less than three
Directors and no more than ten Directors.
(Continued and to be signed on other side)<PAGE>
(continued from other side)
3. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
SHAREHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL
BE VOTED FOR THE ABOVE PROPOSALS.
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Shareholders and the Proxy Statement furnished therewith,
both of which are dated August 1, 1995.
Dated _________________ , 1995 _____________________________
Signature
Please print:
_________________________ _____________________________
Name Signature
_________________________
Name
_________________________
Address
_________________________
City, State, Zip Code
Please sign exactly as name appears hereon. Where shares are held by joint
tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.