FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended May 31, 1996 Commission File No. 1-4714
SKYLINE CORPORATION
(Exact name of registrant as specified in its charter)
Indiana 35-1038277
(State of Incorporation) (IRS Employer Identification No.)
2520 Bypass Road, Elkhart, Indiana 46514
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 219-294-6521
Securities registered pursuant to section 12(b) of the Act:
Shares Outstanding Name of each Exchange on
Title of Class July 18, 1996 which Registered
Common Stock 10,428,444 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
Title of Class
None
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 by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.
The aggregate market value of the voting stock held by non-affiliates of
the registrant (8,852,379 shares) based on the closing price on the New
York Stock Exchange on July 18, 1996 was $220,202,928.<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE:
Title Form 10-K
Proxy Statement dated August 1, 1996 Part III, Items 10 - 12
for Annual Meeting of Shareholders to
be held September 16, 1996.<PAGE>
(This page left intentionally blank)<PAGE>
FORM 10-K
CROSS-REFERENCE INDEX
Certain information required to be included in this Form 10-K is also
included in the registrant's Proxy Statement used in connection with its
1996 Annual Meeting of Shareholders to be held on September 16, 1996 (its
"1996 Proxy Statement"). The following cross-reference index shows the
page locations in the 1996 Proxy Statement of that information which is
incorporated by reference into this Form 10-K and the page location in this
Form 10-K of that information not incorporated by reference. All other
sections of the 1996 Proxy Statement are not required in this Form 10-K and
should not be considered a part hereof.
1996
Form Proxy
10-K Statement
PART I
Item 1. Business........................... 6
Item 2. Properties......................... 11
Item 3. Legal Proceedings.................. 12
Item 4. Submission of Matters to a Vote
of Security Holders................ 12
PART II
Item 5. Market for the Registrant's Common
Stock and Related Stockholder
Matters............................ 12
Item 6. Selected Financial Data............ 13
Item 7. Management's Discussion and
Analysis of Financial Condition
and Results of Operations.......... 14
Item 8. Financial Statements and
Supplementary Data:
Index to Consolidated Financial
Statements..................... 17
Report of Independent Accountants 18
Consolidated Balance Sheets...... 19
Consolidated Statements of
Earnings and Retained Earnings. 21
Consolidated Statements of
Cash Flows .................... 22
Notes to Consolidated Financial
Statements..................... 24
Financial Summary by Quarter..... 28<PAGE>
FORM 10-K
CROSS-REFERENCE INDEX
(Continued)
1996
Form Proxy
10-K Statement
Item 9. Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure............... 28
PART III
Item 10. Directors and Executive
Officers of the Registrant......... 28 3-4
Item 11. Executive Compensation............. 6
Item 12. Security Ownership of Certain
Beneficial Owners and
Management......................... 3-5
Item 13. Certain Relationships and Related
Transactions....................... 29
PART IV
Item 14. Exhibits, Financial Statement
Schedules, and Reports on
Form 8-K:
(a) 1. Financial Statements...... 30
All other schedules are
omitted because they are
not applicable or the
required information is
shown in the financial
statements or notes
thereto.
2. Index to Exhibits......... 30
(b)Reports on Form 8K............. 30
SIGNATURES..................................... 31<PAGE>
PART I
Item 1. Business
General Development of Business
Skyline Corporation was originally incorporated in Indiana in
1959, as successor to a business founded in 1951. Skyline
Corporation and its consolidated subsidiaries (the "Company")
design, produce and distribute manufactured housing (mobile homes
and multi-sectional homes) and recreational vehicles (travel
trailers, including park models and fifth wheels, and truck
campers).
The Company, which is one of the largest manufacturers of
manufactured homes in the United States, produced 20,301
manufactured homes in fiscal year 1996.
The Company's manufactured homes are marketed under a number of
trademarks. They are available in lengths ranging from 36' to
80' and in single wide widths from 12' to 18' and double wide
widths of 20', 24', 26' and 28'.
The Company's recreational vehicles are sold under the "Nomad",
"Layton", "Aljo" and "Mountain View" trademarks for travel
trailers and fifth wheels and the "WeekEnder" trademark for truck
campers.
In fiscal year 1996 manufactured homes represented 84% of total
sales, while recreational vehicles accounted for the remaining
16%. In the prior year the sales dollars were 79% manufactured
homes and 21% recreational vehicles. Additional financial data
relating to these industry segments is included in Note 3,
Industry Segment Information, in the Notes to Consolidated
Financial Statements included in this document under Item 8.
Narrative Description of Business
Principal Markets
The principal markets for manufactured homes are the suburban and
rural areas of the continental United States. The principal
buyers continue to be young marrieds and senior citizens, but the
market tends to broaden when conventional housing becomes more
difficult to purchase and finance.
The recreational vehicle market is made up of vacationing middle
income families, retired couples traveling around the country and
sportsmen pursuing four-season hobbies.<PAGE>
Method of Distribution
The Company's manufactured homes are distributed by approximately
990 dealers at 1,450 locations throughout the United States
and recreational vehicles are distributed by approximately 420
dealers at 530 locations throughout the United States. These
are generally not exclusive dealerships and it is believed that
most dealers also sell products of other manufacturers.
The Company provides the retail purchaser of its products with a
full one-year warranty against defects in materials and
workmanship. The warranties are backed by a corporate service
department and an extensive field service system.
The Company's products are sold to dealers on a cash on delivery
basis. Payments to the Company are made either directly by the
dealer or by financial institutions which have agreed to finance
dealer purchases of the Company's products. In accordance with
industry practice, certain financial institutions which finance
dealer purchases require the Company to execute repurchase
agreements which provide that in the event a dealer defaults on
its repayment of the financing, the Company will repurchase its
products from the financing institution in accordance with a
declining repurchase price schedule established by the Company.
Any loss under these agreements is the difference between the
repurchase cost and the resale value of the units repurchased.
Further, the risk of loss is spread over numerous dealers. There
have been no material losses related to repurchases in past
years.
Raw Materials and Supplies
The Company is basically an assembler of components purchased
from outside sources. The major components used by the Company
are lumber, plywood, shingles, vinyl and wood siding, steel,
aluminum, insulation, home appliances, furnaces, plumbing
fixtures, hardware, floor coverings and furniture. The suppliers
are many and range in size from large national companies to very
small local companies. At the present time, the Company is
obtaining sufficient materials to fulfill its needs.
Patents, Trademarks, Licenses, Franchises and Concessions
The Company does not rely upon any terminable or nonrenewable
rights such as patents or licenses or franchises under the
trademarks or patents of others, in the conduct of any segment of
its business.<PAGE>
Seasonal Fluctuations
While the Company maintains production of manufactured homes and
recreational vehicles throughout the year, seasonal fluctuations
in sales do occur. Sales and production of manufactured homes
are affected by winter weather conditions at the Company's
northern plants. Recreational vehicle sales are generally higher
in the spring and summer months than in the fall and winter
months.
Inventory
The Company does not build significant inventories of either
finished goods or raw materials at any time. It does not deliver
on consignment.
Dependence Upon Individual Customers
The Company does not rely upon any single dealer for a
significant percentage of its business in any industry segment.
Backlog
The Company does not consider as significant in its business the
existence and extent of backlog at any given date. Because the
Company's production is based on dealers' orders, which
continuously fluctuate, and a relatively short manufacturing
cycle, the existence of a backlog does not provide a reliable
indication of the status of the Company's business.
Government Contracts
Two divisions of the Company had government contracts that
provided a small subsidy for making its electrically heated homes
more energy efficient. These contracts expired July 26, 1995.
Competitive Conditions
The manufactured housing and recreational vehicle industries are
highly competitive, with particular emphasis on price and
features offered. The Company's competitors are numerous,
ranging from multi-billion dollar corporations to relatively
small and specialized manufacturers.
The Manufactured Housing Institute reported that the industry
produced approximately 339,600 homes in calendar year 1995. In
the same period, the Company produced 20,709 units for a 6.1%
market share. In calendar year 1994, approximately 303,900 homes
were manufactured by the industry. In that period the Company
produced 19,917 homes for a 6.6% market share.<PAGE>
The recreational vehicle industry produced 475,200 units in
calendar year 1995 compared to 518,800 units in calendar year
1994. The following table shows the Company's competitive
position in the recreational vehicle product lines it sells.
Units Produced Units Produced
Calendar Year 1995 Calendar Year 1994
Industry Skyline Industry Skyline
Travel Trailers 76,700 5,778 79,400 6,903
Fifth Wheels 47,000 2,498 48,900 3,736
Park Models 6,900 692 6,400 791
Truck Campers 12,100 426 11,400 586
Both the manufactured housing and recreational vehicle segments
of the Company's business are dependent upon the availability of
financing to dealers and retail financing. Consequently,
increases in interest rates and/or tightening of credit through
governmental action or otherwise have adversely affected the
Company's business in the past and may do so in the future.
The Company considers it impossible to predict the future
occurrence, duration or severity of cost or availability
problems in financing either manufactured homes or recreational
vehicles. To the extent that they recur, such public concerns
will affect sales of the Company's products.
Regulation
The manufacture, distribution and sale of manufactured homes and
recreational vehicles are subject to government regulations in
both the United States and Canada, at federal, state or
provincial and local levels.
Environmental Quality
The Company believes that compliance with federal, state and
local requirements respecting environmental quality will not
require any material capital expenditures for plant or equipment
modifications which would adversely affect earnings.<PAGE>
Other Regulations
The U.S. Department of Housing and Urban Development (HUD) has
set national manufactured home construction and safety standards
and implemented recall and other regulations since 1976. The
National Mobile Home Construction and Safety Standards Act of
1974, as amended, under which such standards and regulations are
promulgated, prohibits states from establishing or continuing in
effect any manufactured home standard that is not identical to
the federal standards as to any covered aspect of performance.
Implementation of these standards and regulations involves
inspection agency approval of manufactured home designs, plant
and home inspection by states or other HUD-approved third
parties, manufacturer certification that the standards are met,
and possible recalls if they are not or if homes contain safety
hazards.
Some components of manufactured homes may also be subject to
Consumer Product Safety Commission standards and recall
requirements. In addition, the Company has voluntarily subjected
itself to third party inspection of all of its products
nationwide in order to further assure the Company, its dealers,
and customers of compliance with established standards.
The Company's travel trailers continue to be subject to safety
standards and recall and other regulations promulgated by the
U.S. Department of Transportation under the National Traffic and
Motor Vehicle Safety Act of 1966, as well as state laws and
regulations.
The Company's operations are subject to the Federal Occupational
Safety and Health Act, and are routinely inspected thereunder.
The transportation and placement (in the case of manufactured
homes) of the Company's products are subject to state highway use
regulations and local ordinances which control the size of units
that may be transported, the roads to be used, speed limits,
hours of travel, and allowable locations for manufactured homes
and parks. The Company is also subject to many state
manufacturer licensing and bonding requirements, and to dealer
day in court requirements in some states.
Manufactured homes and recreational vehicles may be subject to
the Magnuson-Moss Warranty - Federal Trade Commission Improvement
Act, which regulates warranties on consumer products. The
Company believes that its existing warranties meet all
requirements of the Act.
HUD has promulgated rules requiring manufacturers of manufactured
homes to utilize wood products certified by their suppliers to
meet HUD's established limits on formaldehyde emissions, and to
place in each home written notice to prospective purchasers of
possible adverse reaction from airborne formaldehyde in the
homes. These rules are designated as preemptive of state
regulation.<PAGE>
Number of Employees
The Company employs approximately 3,600 people at the present
time.
Item 2. Properties
The Company owns its corporate offices and design facility,
which are located in Elkhart, Indiana.
The Company's 25 manufacturing plants, all of which are owned,
are as follows:
Location Products
California, Hemet Manufactured Housing/Park Models
California, Hemet Recreational Vehicles
California, Hemet Recreational Vehicles
California, Woodland Manufactured Housing
Florida, Ocala Manufactured Housing
Florida, Ocala Manufactured Housing
Florida, Ocala Manufactured Housing/Park Models
Indiana, Bristol Manufactured Housing
Indiana, Elkhart Manufactured Housing
Indiana, Elkhart Recreational Vehicles
Indiana, Goshen Manufactured Housing
Indiana, Howe Manufactured Housing
Kansas, Arkansas City Manufactured Housing
Kansas, Halstead Manufactured Housing
Louisiana, Bossier City Manufactured Housing
North Carolina, Mocksville Manufactured Housing
Ohio, Sugarcreek Manufactured Housing
Oregon, McMinnville Manufactured Housing
Oregon, McMinnville Recreational Vehicles
Pennsylvania, Ephrata Manufactured Housing
Pennsylvania, Leola Manufactured Housing
Pennsylvania, Leola Recreational Vehicles
Texas, Mansfield Recreational Vehicles
Vermont, Fair Haven Manufactured Housing
Wisconsin, Lancaster Manufactured Housing
The above facilities range in size from approximately 50,000
square feet to approximately 160,000 square feet.<PAGE>
The following owned manufacturing facilities are not
presently in use and are for sale.
Location Character
Arizona, Casa Grande Manufactured Housing Facility
California, Hemet Manufactured Housing Facility
It is extremely difficult to determine the unit productive
capacity of the Company because of the ever-changing
product mix.
The Company believes that its plant facilities and
machinery and equipment are well maintained and are in
good operating condition.
Item 3. Legal Proceedings
Neither the Company nor any of its subsidiaries is a party
to any pending legal proceeding which would have a
material effect on operations.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders
during the fourth quarter of the fiscal year ended May 31,
1996.
PART II
Item 5. Market for the Registrant's Common Stock and Related
Stockholder Matters
Skyline Corporation (SKY) is traded on the New York Stock
Exchange. A quarterly cash dividend of 15 cents ($0.15) per
share was paid in the fourth quarter of fiscal 1996 and
quarterly dividends of 12 cents ($0.12) per share were paid
during all other quarters of fiscal 1996 and 1995. At May 31,
1996, there were approximately 2,000 holders of record of
Skyline Corporation common stock. A quarterly summary of the
market price is listed for the fiscal years ended May 31, 1996
and 1995.
1996 1995
Quarter High Low High Low
First $18-11/16 $16-1/2 $20-3/8 $17-5/8
Second $19 $17-3/8 $22-1/8 $18-1/8
Third $23-5/8 $18-1/4 $19-1/4 $16-3/8
Fourth $26-5/8 $22-1/2 $19 $17-1/8<PAGE>
Item 6. Selected Financial Data
Dollars in thousands except per share
1996 1995 1994 1993 1992
FOR THE YEAR
Sales $645,956 $642,118 $580,144 $491,716 $339,070
Earnings before
cumulative effect
of accounting
change $ 19,683 $ 15,342 $ 14,991 $ 10,311 $ 5,790
Net earnings $ 19,683 $ 15,342 $ 14,991 $ 9,941 $ 5,790
Cash dividends
paid $ 5,477 $ 5,351 $ 5,384 $ 5,384 $ 5,384
Capital
expenditures $ 2,971 $ 16,385 $ 8,090 $ 4,134 $ 2,426
Depreciation $ 3,479 $ 3,404 $ 2,879 $ 2,685 $ 2,656
AT YEAR END
Working
capital $ 80,761 $ 74,090 $ 47,759 $ 43,412 $ 39,539
Current ratio 2.9:1 3.2:1 2.3:1 2.8:1 2.9:1
U.S. Treasury
Notes $ 59,907 $ 59,917 $ 89,912 $ 90,197 $ 90,219
Property,
plant and
equipment, net$ 43,400 $ 45,256 $ 32,330 $ 27,132 $ 26,339
Total assets $230,336 $215,464 $208,531 $188,511 $180,281
Shareholders'
equity $184,267 $179,732 $170,383 $161,829 $157,272
PER SHARE
Earnings before
cumulative effect
of accounting
change $ 1.84 $ 1.38 $ 1.34 $ .92 $ .52
Net earnings $ 1.84 $ 1.38 $ 1.34 $ .89 $ .52
Cash dividends$ .51 $ .48 $ .48 $ .48 $ .48
Shareholders'
equity $ 17.43 $ 16.16 $ 15.27 $ 14.43 $ 14.02
Note: The Company adopted Statement of Financial Accounting
Standards No. 109, "Accounting For Income Taxes," effective
June 1, 1992. The cumulative effect of this change on prior
years was $370,000, or $.03 per share.<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations - 1996 Compared to 1995
Sales in fiscal 1996 were $645,956,000, an increase of
$3,838,000 from $642,118,000 in fiscal 1995. Manufactured
housing sales totaled $542,519,000 for fiscal 1996 compared to
$505,668,000 in 1995. Manufactured housing unit sales
increased to 20,301 units compared to 20,248 units in 1995.
The sales increase in fiscal 1996 reflects favorable overall
economic conditions during much of the year which contributed
to an increase in industry-wide demand for manufactured
housing. These favorable conditions were partially offset by
severe weather conditions which negatively impacted housing
sales in certain markets during the third and fourth quarters.
Recreational vehicle sales decreased to $103,437,000 in 1996
compared to $136,450,000 in 1995. Recreational vehicle unit
sales decreased to 8,341 in fiscal 1996 compared to 11,315 in
1995. Sales of recreational vehicles were negatively affected
by a continued industry slowdown in the RV marketplace due
largely to consumer uncertainty regarding interest rates and
the general state of the economy.
Cost of sales in fiscal 1996 was 82.6% of sales compared to
84.1% in 1995. The decrease in costs as a percent of sales was
due to efficiencies gained by increased sales volume, higher
product selling prices in the manufactured housing segment, and
continued cost containment efforts.
Selling and administrative expenses in fiscal 1996 increased as
a percentage of sales to 13.1% from 12.8% in 1995. The
increase was due primarily to the costs of increased marketing
efforts.
Manufactured housing operating earnings as a percentage of
sales were 6.0% in 1996 and 4.7% in 1995, the net result of
increased margins and selling and administrative expenses
discussed above. Recreational vehicle operating earnings as a
percentage of sales decreased to a small loss of less than 0.1%
of sales in 1996 from an earnings of 0.1% of sales in 1995.
Operating earnings in 1996 for recreational vehicles were
depressed largely due to the sales decrease discussed above.
Interest income amounted to $6,192,000 in 1996 compared to
$5,827,000 in 1995. Interest income is directly related to the
amount available for investment and the prevailing yields of
U.S. Government securities. The increase in interest income
was due to higher investment levels during the period which
were partially offset by slightly lower yields.<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations, continued
Results of Operations - 1995 Compared to 1994
Sales in fiscal 1995 were $642,118,000, an increase of
$61,974,000 from $580,144,000 in fiscal 1994. Manufactured
housing sales totaled $505,668,000 for fiscal 1995 compared to
$441,422,000 in 1994. Manufactured housing unit sales
increased to 20,248 units compared to 19,467 units in 1994.
Recreational vehicle sales decreased to $136,450,000 in 1995
compared to $138,722,000 in 1994. Recreational vehicle unit
sales decreased to 11,315 in fiscal 1995 compared to 11,997 in
1994. Sales in fiscal 1995 reflect favorable overall economic
conditions during much of the year which contributed to an
increase in industry-wide demand for manufactured housing and
recreational vehicles. Sales of recreational vehicles were
negatively affected by a fourth quarter softening in demand due
largely to consumer uncertainty regarding interest rates.
Cost of sales in fiscal 1995 was 84.1% of sales compared to
84.5% in 1994. The decrease in costs as a percent of sales was
caused by increased manufacturing efficiencies which were
partially offset by additional costs associated with increasing
production at recently expanded facilities and a few plants not
achieving the results expected.
Selling and administrative expenses in fiscal 1995 increased as
a percentage of sales to 12.8% from 12.2% in 1994. The increase
in 1995 was due primarily to the costs of increased marketing
efforts.
Manufactured housing operating earnings as a percentage of
sales were 4.7% in 1995 and 4.1% in 1994, the net result of
increased margins and selling expenses discussed above.
Recreational vehicle operating earnings as a percentage of
sales decreased to 0.1% in 1995 from 3.3% in 1994. During the
third quarter of 1995 the Corporation closed a high-end
recreational vehicle plant. Recreational vehicle operating
earnings as a percentage of sales excluding the closed plant's
operations were 1.9% and 3.9% in 1995 and 1994, respectively.
Operating earnings in 1995 for recreational vehicles were also
negatively impacted by increased marketing costs and a fourth
quarter softening in demand.
Interest income amounted to $5,827,000 in 1995 compared to
$5,741,000 in 1994. The increase in interest income was due to
slightly higher yields during the period which were partially
offset by lower investment levels.<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations, continued
Liquidity and Capital Resources
At May 31, 1996 cash and investments in U.S. Treasury Bills
totaled $55,093,000, an increase of $15,182,000 from
$39,911,000 at May 31, 1995. Current assets exclusive of cash
and investments in U.S. Treasury Bills totaled $68,774,000 at
the end of fiscal 1996, an increase of $1,349,000 from the
balance at May 31, 1995 of $67,425,000. Increases in trade
accounts receivable ($3,353,000) and deferred income tax
benefits ($2,368,000) were partially offset by reductions in
finished goods inventories ($3,586,000). Current liabilities
increased $9,860,000 from May 31, 1995 to $43,106,000 at May
31, 1996. This increase in current liabilities can mainly be
attributed to increased warranty expense reserves ($4,141,000),
increased income taxes payable ($2,148,000) and the changes in
other accrued liabilities ($2,551,000). Working capital at May
31, 1996 amounted to $80,761,000 compared to $74,090,000 at May
31, 1995.
Capital expenditures totaled $2,971,000 in 1996 compared to
$16,385,000 in the prior year. Capital expenditures during the
current fiscal year were made primarily to increase
manufacturing capacity, adopt new manufacturing processes and
increase manufacturing efficiencies. Capital expenditures
during fiscal 1995 included major renovations at four
manufactured housing facilities which totalled $9,993,000. Cash
was also used to purchase $9,671,000 of the Corporation's stock
in fiscal 1996. The cash provided by operating activities in
fiscal 1997 is expected to be adequate to fund any capital
expenditures and treasury stock purchases during the year.
Historically, the Corporation's financing needs have been met
through funds generated internally.
Other Matters
The provision for federal income taxes in each year
approximates the statutory rate and for state income taxes
reflects current state rates effective for the period based
upon activities within the taxable entities.
The consolidated financial statements included in this report
reflect transactions in the dollar values in which they were
incurred and, therefore, do not attempt to measure the impact
of inflation. However, the Corporation believes that inflation
has not had a material effect on its operations during the past
three years. On a long-term basis the Corporation has
demonstrated an ability to adjust the selling prices of its
products in reaction to changing costs due to inflation.<PAGE>
Item 8. Financial Statements and Supplementary Data
Index to Consolidated Financial Statements
Financial Statements:
Report of Independent Accountants........... 18
Consolidated Balance Sheets................. 19
Consolidated Statements of Earnings
and Retained Earnings....................... 21
Consolidated Statements of Cash Flows....... 22
Notes to Consolidated Financial Statements.. 24
Financial Summary by Quarter................ 28<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and Board of Directors of Skyline
Corporation
In our opinion, the consolidated financial statements listed in
the accompanying index present fairly, in all material
respects, the financial position of Skyline Corporation and its
subsidiaries at May 31, 1996 and 1995, and the results of their
operations and their cash flows for each of the three years in
the period ended May 31, 1996, in conformity with generally
accepted accounting principles. These financial statements are
the responsibility of Skyline Corporation management; our
responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of
these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made
by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for the opinion expressed above.
Price Waterhouse LLP
Chicago, Illinois
June 18, 1996<PAGE>
Skyline Corporation and Subsidiary Companies
Consolidated Balance Sheets
May 31, 1996 and 1995
Dollars in thousands
ASSETS
Current Assets 1996 1995
Cash $ 10,712 $ 10,754
Treasury Bills, at cost plus
accrued interest 44,381 29,157
Accounts receivable, trade,
less allowance for doubtful
accounts of $40 48,727 45,374
Inventories
Raw materials 5,813 6,751
Work in process 4,809 4,468
Finished goods - 3,586
Total Inventories 10,622 14,805
Deferred income tax benefits 5,601 3,233
Other current assets 3,824 4,013
Total Current Assets 123,867 107,336
Investment in U.S. Treasury Notes 59,907 59,917
Property, Plant and Equipment,
At Cost
Land 5,217 5,278
Buildings and improvements 56,684 57,502
Machinery and equipment 22,222 24,391
84,123 87,171
Less accumulated depreciation 40,723 41,915
Total Property, Plant and
Equipment 43,400 45,256
Other Assets 3,162 2,955
$ 230,336 $ 215,464
The accompanying notes are a part of the consolidated financial
statements.<PAGE>
Skyline Corporation and Subsidiary Companies
Consolidated Balance Sheets
May 31, 1996 and 1995
Dollars in thousands except per share
LIABILITIES AND SHAREHOLDERS' EQUITY
1996 1995
Current Liabilities
Accounts payable, trade $ 10,249 $ 9,962
Accrued salaries and wages 5,614 5,662
Accrued profit sharing 2,644 2,408
Accrued marketing programs 8,737 8,192
Accrued warranty expense 6,540 2,399
Other accrued liabilities 6,294 3,743
Income taxes 3,028 880
Total Current Liabilities 43,106 33,246
Other Deferred Liabilities 2,963 2,486
Commitments and Contingencies - -
Shareholders' Equity
Common stock, $.0277 par value,
15,000,000 shares authorized;
Issued 11,217,144 shares 312 312
Additional paid-in capital 4,928 4,928
Retained earnings 190,393 176,187
Treasury stock, at cost,644,600
shares in 1996 and 96,500 shares
in 1995 (11,366) (1,695)
Total Shareholders' Equity 184,267 179,732
$ 230,336 $ 215,464
The accompanying notes are a part of the consolidated financial
statements.<PAGE>
Skyline Corporation and Subsidiary Companies
Consolidated Statements of Earnings and Retained Earnings
For the Years Ended May 31, 1996, 1995, and 1994
Dollars in thousands except per share
1996 1995 1994
EARNINGS
Sales $ 645,956 $ 642,118 $ 580,144
Cost of sales 533,723 539,993 490,297
Gross profit 112,233 102,125 89,847
Selling and administrative
expenses 84,680 82,240 70,620
Operating earnings 27,553 19,885 19,227
Interest income 6,192 5,827 5,741
Other income (expense), net (793) (12) 7
Earnings before income taxes 32,952 25,700 24,975
Provision for income taxes
Federal 10,800 8,433 8,110
State 2,469 1,925 1,874
13,269 10,358 9,984
Net earnings $ 19,683 $ 15,342 $ 14,991
Net earnings per share $ 1.84 $ 1.38 $ 1.34
Weighted average common shares
outstanding 10,710,511 11,146,515 11,216,980
RETAINED EARNINGS
Balance at beginning of year $ 176,187 $ 166,196 $ 156,589
Add net earnings 19,683 15,342 14,991
Less cash dividends paid ($.51
per share in 1996 and $.48
per share in 1995 and 1994) 5,477 5,351 5,384
Balance at end of year $ 190,393 $ 176,187 $ 166,196
The accompanying notes are a part of the consolidated financial
statements.<PAGE>
Skyline Corporation and Subsidiary Companies
Consolidated Statements of Cash Flows
For the Years Ended May 31, 1996, 1995, and 1994
Increase (Decrease) in Cash
Dollars in Thousands
1996 1995 1994
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $19,683 $15,342 $14,991
Adjustments to reconcile net
earnings to net cash provided by
operating activities:
Interest income earned on
U.S. Treasury Bills and Notes (6,022) (5,474) (5,434)
Depreciation 3,479 3,404 2,879
Amortization of discount or premium
on U.S. Treasury Notes 10 (5) 13
Other (income) expense, net 793 12 (7)
Working capital items:
Accounts receivable (3,353) (860) (3,778)
Inventories 4,183 726 (4,807)
Other current assets (2,179) (841) (3,388)
Accounts payable, trade 287 (4,506) 4,796
Accrued liabilities 7,425 3,025 5,204
Income taxes payable 2,148 (1,092) 1,082
Other assets (207) (244) 322
Other deferred liabilities 477 157 384
Total Adjustments 7,041 (5,698) (2,734)
Net cash provided by operating
activities 26,724 9,644 12,257
The accompanying notes are a part of the consolidated financial
statements.<PAGE>
Skyline Corporation and Subsidiary Companies
Consolidated Statements of Cash Flows, continued
For the Years Ended May 31, 1996, 1995, and 1994
Increase (Decrease) in Cash
Dollars in Thousands
1996 1995 1994
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale or maturity
of U.S. Treasury Bills 252,486 62,357 13,865
Proceeds from maturity of
U.S. Treasury Notes - 30,000 30,000
Purchase of U.S. Treasury Bills (265,162) (82,779) (16,593)
Purchase of U.S. Treasury Notes - - (29,728)
Interest received from
U.S. Treasury Notes 3,474 4,635 5,151
Proceeds from sale of property,
plant and equipment 555 43 20
Purchase of property, plant
and equipment (2,971) (16,385) (8,090)
Net cash used in investing
activities (11,618) (2,129) (5,375)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash dividends paid (5,477) (5,351) (5,384)
Purchase of treasury stock (9,671) (642) (1,053)
Net cash used in financing
activities (15,148) (5,993) (6,437)
Net increase (decrease)in cash (42) 1,522 445
Cash at beginning of year 10,754 9,232 8,787
Cash at end of year $10,712 $10,754 $ 9,232
The accompanying notes are a part of the consolidated financial
statements.<PAGE>
Skyline Corporation and Subsidiary Companies
Notes to Consolidated Financial Statements
NOTE 1 Nature of Operations and Accounting Policies
Nature of operations -- Skyline Corporation designs, manufactures
and sells at wholesale both a broad line of single and
multi-sectional manufactured homes and a large selection of
non-motorized recreational vehicle models. Both product lines are
sold through numerous independent dealers throughout the United
States who often utilize floorplan financing arrangements with
lending institutions.
The following is a summary of the accounting policies which have a
significant effect on the consolidated financial statements.
Basis of presentation -- The consolidated financial statements
include the accounts of Skyline Corporation and all of its
subsidiaries (Corporation), each of which is wholly-owned. All
significant intercompany transactions have been eliminated. The
preparation of financial statements in conformity with generally
accepted accounting principles requires management to make
estimates and assumptions. These estimates and assumptions affect
the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements, as well as the reported amounts of revenues and
expenses during the reporting period. Actual results could differ
from those estimates.
Revenue recognition -- Substantially all of the Corporation's
products are made to order and are recorded as revenue upon
shipment.
Consolidated statements of cash flows -- For purposes of the
statements of cash flows, investments in treasury bills are
included as investing activities. The Corporation's cash flows
from operating activities were reduced by income taxes paid of
$13.0 million, $12.1 million and $9.9 million in 1996,1995 and
1994, respectively.
Inventory valuation -- Inventories are stated at cost, which
includes the cost of raw materials, labor and overhead, determined
under the first-in, first-out method, which is not in excess of
market.
Long-lived assets -- In the fourth quarter of fiscal 1996, the
Corporation adopted Statement of Financial Accounting Standards
(SFAS) No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of." SFAS No. 121
requires the review of long-lived assets and certain identifiable
intangibles for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not
be recoverable. The effects on the financial statements of
adopting SFAS No. 121 were not material.
The Corporation has determined that the effects on the financial
statements from any other recently issued Accounting Standards
will not be material.
Depreciation -- Depreciation is computed over the estimated useful
lives of the assets using the straight-line method for financial
statement reporting and accelerated methods are used for income
tax purposes.
Investments -- The Corporation invests in United States Government
securities. These securities are typically held until maturity or
reasonable proximity to maturity and are therefore classified as
held-to-maturity and carried at amortized cost. The following is
a summary of the securities (dollars in thousands):<PAGE>
Skyline Corporation and Subsidiary Companies
Notes to Consolidated Financial Statements
NOTE 1 Nature of Operations and Accountign Policies, continued
Gross Gross Gross Fair
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
May 31, 1996
U.S. Treasury Bills 44,381 - - 44,381
U.S. Treasury Notes 59,907 - (483) 59,424
Total 104,288 - (483) 103,805
May 31, 1995
U.S. Treasury Bills 29,157 17 - 29,174
U.S. Treasury Notes 59,917 238 (626) 59,529
Total 89,074 255 (626) 88,703
At May 31, 1996, the U.S. Treasury Bills mature within one year
and the U.S. Treasury Notes mature at various times from one to
two years. The Corporation does not have any other financial
instruments which have market values differing from recorded
values.
Warranty -- The Corporation provides a warranty on its products.
Estimated warranty costs are accrued at the time of sale.
Income taxes -- The difference between the Corporation's statutory
federal income tax rate and the effective income tax rate is due
primarily to state income taxes.
The Corporation's deferred tax assets consist primarily of
temporary differences in the basis of certain liabilities for
financial statement and tax return purposes and its deferred tax
liabilities are due to the use of accelerated depreciation methods
for tax purposes. The amounts of such deferred tax items are not
significant individually or in the aggregate.
Reclassification -- Certain prior year amounts have been
reclassified to conform with the current year presentation.
NOTE 2 Contingencies
The Corporation was contingently liable at May 31, 1996, under
agreements to purchase repossessed units on floor plan financing
made by financial institutions to its customers. Losses, if any,
would be the difference between repossession cost and the resale
value of the units. There have been no material losses in past
years under these agreements and none are anticipated in the
future. The Corporation is a party to various pending legal
proceedings in the normal course of business. Management believes
that any losses resulting from such proceedings would not have a
material adverse effect on the Corporation's results of operations
or financial position.<PAGE>
Skyline Corporation and Subsidiary Companies
Notes to Consolidated Financial Statements
NOTE 3 Industry Segment Information
Dollars in thousands
1996 1995 1994
SALES
Manufactured housing $ 542,519 $ 505,668 $ 441,422
Recreational vehicles 103,437 136,450 138,722
Total sales $ 645,956 $ 642,118 $ 580,144
EARNINGS BEFORE INCOME TAXES
OPERATING EARNINGS
Manufactured housing $ 32,297 $ 23,551 $ 18,106
Recreational vehicles (79) 123 4,604
General corporate expenses (4,665) (3,789) (3,483)
Total operating earnings 27,553 19,885 19,227
Interest income 6,192 5,827 5,741
Other income (expense), net (793) (12) 7
Earnings before income taxes $ 32,952 $ 25,700 $ 24,975
IDENTIFIABLE ASSETS
OPERATING ASSETS
Manufactured housing $ 105,704 $ 101,245 $ 81,759
Recreational vehicles 20,344 25,145 28,964
Total operating assets 126,048 126,390 110,723
U.S. TREASURY BILLS 44,381 29,157 7,896
U.S. TREASURY NOTES 59,907 59,917 89,912
Total assets $ 230,336 $ 215,464 $ 208,531
DEPRECIATION
Manufactured housing $ 2,995 $ 2,773 $ 2,332
Recreational vehicles 484 631 547
Total depreciation $ 3,479 $ 3,404 $ 2,879
CAPITAL EXPENDITURES
Manufactured housing $ 2,804 $ 15,285 $ 6,771
Recreational vehicles 167 1,100 1,319
Total capital expenditures $ 2,971 $ 16,385 $ 8,090
Operating earnings represent earnings before interest income, gain
on sale of property, plant and equipment and provision for income
taxes with non-traceable operating expenses being allocated to
industry segments based on percentage of sales.
Identifiable assets, depreciation and capital expenditures, by
industry segment, are those items that are used in the operations
in each industry segment, with jointly used items being allocated
based on a percentage of sales.<PAGE>
Skyline Corporation and Subsidiary Companies
Notes to Consolidated Financial Statements
NOTE 4 Purchase of Treasury Stock
The Corporation's board of directors authorized the repurchase of
up to 1.2 million shares of common stock, or approximately ten
percent of the shares outstanding, effective December 16, 1993.
The purchases would be made in the open market, or in negotiated
transactions, at such times and at such prices as management may
decide. During 1996, 1995 and 1994 the Corporation repurchased
548,100, 36,600 and 59,900 shares respectively, at an aggregate
average cost of approximately $17.60 per share.
NOTE 5 Employee Benefits
A) PROFIT SHARING PLANS
The Corporation has two deferred profit sharing Plans which
together cover substantially all of its employees. The Plans are
defined contribution plans to which the Corporation has the right
to modify, suspend or discontinue contributions. For the years
ended May 31, 1996, 1995 and 1994, contributions to the Plans were
$2,594,000, $2,425,000 and $2,159,000, respectively.
B) RETIREMENT AND DEATH BENEFIT PLANS
The Corporation has entered into arrangements with certain
employees which provide for benefits to be paid to the employees'
estates in the event of death during active employment or
retirement benefits to be paid over 10 years beginning at the date
of retirement. To fund all such arrangements, the Corporation
purchased life insurance contracts on the covered employees. The
present value of the principal cost of such arrangements is being
accrued over the period from the date of such arrangements to full
eligibility using a discount rate of 7.5% in 1996 and 1995, and
7.25% in 1994. The change in the discount rate did not have a
significant impact on the financial statements. The amount charged
to operations under these arrangements was $285,000 in fiscal 1996,
1995 and 1994.<PAGE>
Skyline Corporation and Subsidiary Companies
Financial Summary By Quarter
Unaudited
Dollars in thousands except per share
1996 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year
Sales $163,855 $172,469 $138,562 $171,070 $645,956
Gross profit 29,009 30,616 22,896 29,712 112,233
Net earnings 4,632 5,726 3,134 6,191 19,683
Earnings per share .42 .54 .30 .59 1.84
1995 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year
Sales $155,328 $164,475 $150,657 $171,658 $642,118
Gross profit 24,462 25,677 22,786 29,200 102,125
Net earnings 4,026 4,047 2,581 4,688 15,342
Earnings per share .36 .36 .23 .42 1.38
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
None
PART III
Item 10. Executive Officers of the Registrant (Officers are
elected annually)
Name Age Position
Arthur J. Decio 65 Chairman of the Board and
Chief Executive Officer
Ronald F. Kloska 62 Vice Chairman, Deputy Chief
Executive Officer and Chief
Administration Officer
William H. Murschel 51 President - Chief
Operations Officer
Terrence M. Decio 44 Senior Executive Vice
President
Joseph B. Fanchi 60 Vice President - Finance &
Treasurer and Chief
Financial Officer
James R. Weigand 41 Corporate Controller<PAGE>
Arthur J. Decio, Chairman of the Board and Chief Executive
Officer, has been the Company's Chairman since its
incorporation in 1959. Additionally, Mr. Decio was President
and Chief Executive Officer of the Company from its
incorporation until 1972.
Ronald F. Kloska, Vice Chairman, Deputy Chief Executive Officer
and Chief Administration Officer, joined the Company in 1963 as
Treasurer. He was elected Vice President and Treasurer in
1964, Executive Vice President in 1967, President in 1974, Vice
Chairman and Chief Administration Officer in 1991, Secretary in
1994, and Deputy Chief Executive Officer in 1995.
William H. Murschel, President, joined the Company in 1969. He
was elected Vice President in 1986, and President and Chief
Operations Officer in 1991.
Terrence M. Decio, Senior Executive Vice President, joined the
Company in 1973. He was elected Vice President in 1985, Senior
Vice President in 1991, and Senior Executive Vice President in
1993.
Joseph B. Fanchi, Vice President - Finance, joined the Company
in 1979 and was elected Vice President - Finance and Chief
Financial Officer in 1979. He assumed the additional
responsibility of Treasurer in 1984.
James R. Weigand, Corporate Controller, joined the Company in
1991 as Controller and was elected an officer in 1994.
Terrence M. Decio is the son of Arthur J. Decio. No other
family relationship exists among any of the executive officers.
Item 13. Certain Relationships and Related Transactions
None.<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K
(a)(1) Financial Statements
Financial statements for the Corporation are listed in
the index under Item 8 of this document.
(a)(2) Index to Exhibits
Exhibits (Numbered according to Item 601 of Regulation
S-K, Exhibit Table)
(3) Articles of Incorporation.
(21) Subsidiaries of the Registrant.
(27) Financial Data Schedules
(b) Reports on Form 8K
No reports on Form 8K were filed during the quarter
ended May 31, 1996.<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
SKYLINE CORPORATION
Registrant
DATE: July 18, 1996 BY:
Ronald F. Kloska, Vice
Chairman, Chief
Administration Officer,
Deputy Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates
indicated.
DATE: July 18, 1996 BY:
Arthur J. Decio,
Chairman of the Board
and Chief Executive
Officer
DATE:July 18, 1996 BY:
William H. Murschel,
President and Chief
Operations Officer and
Director
DATE: July 18, 1996 BY:
Terrence M. Decio,
Senior Executive Vice
President and Director
DATE: July 18, 1996 BY:
Joseph B. Fanchi,
Vice President - Finance
& Treasurer and Chief
Financial Officer
DATE: July 18, 1996 BY:
Jerry Hammes, Director
DATE: July 18, 1996 BY:
William H. Lawson,
Director
DATE: July 18, 1996 BY:
David Link, Director
DATE: July 18, 1996 BY:
Andrew J. McKenna,
Director
DATE: July 18, 1996 BY:
V. Dale Swikert, Director
DATE: July 18, 1996 BY:
James R. Weigand,
Corporate Controller<PAGE>
EXHIBIT (3)
Articles of Incorporation
A copy of the Company's Articles of Incorporation filed with the
Securities and Exchange Commission with Form 10-K will be furnished
to shareholders without charge upon written request to Ronald F.
Kloska, Vice Chairman, Chief Administration Officer and Deputy
Chief Executive Officer, Skyline Corporation, Post Office Box 743,
Elkhart, Indiana 46515.<PAGE>
EXHIBIT (3)
Articles of Incorporation<PAGE>
ARTICLES OF INCORPORATION
OF
SKYLINE HOMES, INC.
The undersigned incorporators, desiring to form a corporation
(hereinafter referred to as the "Corporation") pursuant to the provisions
of The Indiana General Corporation Act, as amended (hereinafter
referred to as the "Act"), execute the following Articles of
Incorporation.
ARTICLE I
Name
The name of the Corporation is Skyline Homes, Inc.
ARTICLE II
Purposes
The purposes for which the Corporation is formed are:
A. To manufacture, build, construct, make and repair house
trailers and cargo trailers, and parts for same; to buy, sell, trade and
exchange, and to otherwise deal in new and used house trailers and
cargo trailers, at wholesale and at retail; and to do any and all things
legal, necessary or proper to be done for the successful conduct of the
business herein contemplated and incident to said business.
B. To make, construct, and build materials for the
construction, alteration, or repair of any and all classes of dwelling
houses, garages, outbuildings, farm buildings, commercial and
industrial buildings, and improvements of any kind and nature
whatsoever; to make, construct and build any and all classes of
cabinets, and ready-cut and pre-fabricated housing and building
materials and products.
C. To conduct and carry on the business of builders and
contractors for the purpose of building, erecting, constructing, altering,
repairing or doing any other work in connection with any and all
classes of dwelling houses, garages, out-buildings, farm buildings,
commercial and industrial buildings, and improvements of any kind and
nature whatsoever, including the locating, laying out and constructing
of roads, avenues, docks, slips, sewers, bridges, wells, walls and all
classes of buildings, erections, and works, both public and private, or
integral parts thereof.
D. To buy, sell, trade and deal in, at wholesale and retail,
any and all kinds of new and second-hand building materials, and
products.
E. To acquire, purchase, own, lease and operate, and to sell,
lease or otherwise dispose of any and all machinery, appliances and
equipment necessary, convenient or incident to the conduct of the
construction business.
F. To acquire, purchase, own, sell and lease real estate.
G. To pay for any property, real or personal, this corporation
may acquire or purchase, with shares of the capital stock, bonds or
other obligations or securities of this corporation, or to issue its shares
of stock in exchange therefor.
H. The foregoing clauses shall be construed as powers, as
well as purposes, and the matters expressed in each clause shall, except
if otherwise provided, be in no wise limited by reference to, or
inference from, the terms of any other clause, but shall be regarded as
independent powers and purposes; and the enumeration of specific
powers and purposes shall not be construed to limit or restrict in any
manner the meaning of the general terms or the general powers of the
corporation; nor shall the expressing of one thing be deemed to exclude
another not expressed; although it be of like nature.
I. The corporation shall be authorized to exercise and enjoy
all other powers, rights and privileges, granted by an Act of the General
Assembly of the State of Indiana, entitled "The Indiana General
Corporation Act", approved March 16, 1929, to corporations organized
thereunder, and all the powers conferred by all acts heretofore or
hereafter amendatory of, or supplemental to, the said Act or the said
laws; and the enumeration of certain powers as herein specified, is not
intended as exclusive of, or as a waiver of, any of the powers, rights or
privileges granted or conferred by said Act or the said laws now or
hereafter in force; provided, however, that the corporation shall not, in
any State, carry on any business or exercise any powers, which a
corporation organized under the laws thereof could not carry on and
exercise.
ARTICLE III
Term of Existence
The period during which the Corporation shall continue is
perpetual.
ARTICLE IV
Principal Office and Resident Agent
The post-office address of the principal office of the Corporation
is 2520 By-Pass Road, Elkhart, Indiana; and the name and post-office
address of its Resident Agent in charge of such office is J. Arthur
Decio, Jr., 2520 By-Pass Road, Elkhart, Indiana.
ARTICLE V
Amount of Capital Stock
The total number of shares into which the authorized capital
stock of the Corporation is divided is Ten Thousand (10,000) shares
consisting of 10,000 shares with the par value of $10.00 per share, and
No shares without par value.
ARTICLE VI
Terms of Capital Stock
The authorized capital stock of this corporation shall consist of
10,000 shares of common stock, with a par value of $10.00 per share,
all of one and the same class, with equal rights, privileges, powers,
obligations, liabilities, duties and restrictions.
ARTICLE VII
Voting Rights of Capital Stock
All common shareholders of this corporation shall be entitled to
one vote for each share standing in their names on the books of the
corporation ten (10) days before the date fixed for holding any special
or regular meeting of shareholders.
ARTICLE VIII
Paid-in Capital
The amount of paid-in capital, with which the Corporation is
beginning business, is $100,00.00.
ARTICLE IX
Data Respecting Directors
Section 1. Number.
The number of directors of this corporation shall be five.
Section 2. Qualifications.
Directors need not be shareholders of the Corporation. A
majority of the Directors at any time shall be citizens of the United
States.
ARTICLE X
Further Data Respecting Directors
Section 1. Names and Post-Office Addresses.
The names and post-office addresses of the first Board of
Directors of the Corporation are as follows:
Name Number and Street or Building City Zone State
Julius A. Decio, Sr., 122 Miami Avenue, Elkhart, Indiana
J. Arthur Decio, Jr., 2520 By-Pass Road, Elkhart, Indiana
Frank A. Vite, 3503 Gordon Road, Elkhart, Indiana
Richard M. Treckelo, 1200 Worthmore Avenue, Elkhart, Indiana
Michael DiVietro, 908 West Grove Street, Mishawaka, Indiana
Section 2. Citizenship.
All of such Directors are citizens of the United States.
ARTICLE XI
Data Respecting Incorporators
Section 1. Names and Post-Office Addresses.
The names and post-office addresses of the incorporators of the
Corporation are as follows:
Name Number and Street or Building City Zone State
J. Arthur Decio, Jr., 2520 By-Pass Road, Elkhart, Indiana
Frank A. Vite, 3503 Gordon Road, Elkhart, Indiana
Michael DiVietro, 908 West Grove Street, Mishawaka, Indiana
Section 2. Age and Citizenship.
All of such incorporators are of lawful age; and all of such
incorporators are citizens of the United States.
Section 3. Compliance with Provisions of Sections 15 and 16
of the Act.
The undersigned incorporators hereby certify that the person or
persons intending to form the Corporation first caused lists for
subscriptions to the shares of the capital stock of the Corporation to be
opened at such time and place as he or they determined; when such
subscriptions had been obtained in an amount not less than $1,000,
such person or persons, or a majority of them, called a meeting of such
subscribers for the purpose of designating the incorporators and of
electing the first Board of Directors; the incorporators so designated are
those named in Section 1 of this Article; and the Directors so elected
are those named in Section 1 of Article X.
ARTICLE XII
Provisions for Regulation of Business and
Conduct of Affairs of Corporation
A. The shareholders shall have preemptive rights to
subscribe to or purchase any additional issues of shares of the capital
stock of the corporation of any class, and any shares of the corporation
purchased or acquired by the corporation and not cancelled, but held as
Treasury Stock.
B. The consideration for the issuance of shares of the capital
stock of this corporation may be paid, in whole or in part, in money, in
other property, tangible or intangible, or in labor actually performed
for, or services actually rendered to the corporation, and when such
consideration has been received by the corporation for such shares,
such shares shall be deemed fully paid and not liable to any further call
or assessment, and the holder thereof shall not be liable for any further
payment therefor, or on account thereof.
C. The Board of Directors shall make, alter, amend or repeal
by-laws for the government and regulation of the affairs of the
corporation.
D. This corporation shall have power to carry on and
conduct its said business or any part thereof, and to have one or more
offices in the State of Indiana, and in the various other States,
territories, colonies and dependencies of the United States, in the
District of Columbia, and in all or any foreign countries; and to
acquire, own, hold and use, and to lease, mortgage, pledge, sell, convey
or otherwise dispose of property, real and/or personal, tangible and/or
intangible, out of this State.
E. The owner of any share of common stock of this
corporation, the personal representative, executor or administrator of
any deceased owner of such stock, the grantee or assignee of any share
or shares of stock of this corporation sold on execution, attachment or
under order of any court, or in bankruptcy or receivership proceedings,
who shall be desirous of selling any of his shares of stock in this
corporation, shall have no right, power or authority to sell such share
or shares and shall not be entitled to have such shares transferred on the
records of the corporation, until he shall first offer, in writing, to sell
such share or shares to this corporation. This corporation shall have
thirty (30) days thereafter within which to purchase said shares from
such shareholder, and pay in cash to such shareholder the book value
of said stock as fixed and determined by the last audit report for the
corporation. Upon the election of said corporation to purchase said
stock at book value as herein fixed and determined, the certificate
evidencing such share or shares shall be assigned to the corporation by
such shareholder and the corporation shall pay to such shareholder, in
cash, the book value of such share or shares as herein determined. Any
share or shares so purchased by the corporation shall become treasury
stock of the corporation. If the corporation does not elect to purchase
such stock as herein provided, then such stock may be sold to any other
person, firm or corporation.
IN WITNESS WHEREOF, the undersigned, being all of the
incorporators designated in Article XI, execute these Articles of
Incorporation and certify to the truth of the facts herein stated, this 27th
day of May, 1959.
/s/ J. Arthur
Decio, Jr.
(Written
Signature)
J. Arthur Decio,
Jr.
(Printed
Signature)
/s/ Frank A.
Vite
(Written
Signature)
Frank A. Vite
(Printed
Signature)
/s/ Michael
DiVietro
(Written
Signature)
Michael
DiVietro
(Printed
Signature)
STATE OF INDIANA )
) SS:
COUNTY OF ELKHART )
I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify
that J. Arthur Decio, Jr., Frank A. Vite and Michael DiVietro, being all
of the incorporators referred to in Article XI of the foregoing Articles
of Incorporation, personally appeared before me; acknowledged the
execution thereof; and swore to the truth of the facts therein stated.
WITNESS my hand and Notarial Seal this 27th day of May,
1959.
/s/ Alice M.
Hunter
(Written
Signature)
Alice M. Hunter
(Printed
Signature)
Notary Public
My commission expires
May 16, 1960<PAGE>
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
SKYLINE HOMES, INC.
The undersigned officers of SKYLINE HOMES, INC.
(hereinafter referred to as the "Corporation"), existing pursuant to the
provisions of the Indiana General Corporation Act, as amended
(hereinafter referred to as the "Act"), desiring to give notice of
corporate action effectuating amendment of certain individual Articles
of its Articles of Incorporation, certify the following facts:
SUBDIVISION A
THE AMENDMENTS
The exact texts of Articles V, VI, VII, IX and XII of the Articles
of Incorporation of the Corporation, as amended (hereinafter referred
to as "The Amendments"), now are as follows:
ARTICLE V
Amount of Capital Stock
The total number of shares into which the authorized capital
stock of the Corporation is divided is hereby changed from 10,000
shares, consisting of 10,000 shares of Common Stock with a par value
of $10.00 per share, to 615,000 shares, consisting of 500,000 shares of
Class A Common Stock and 115,000 shares of Class B Common Stock,
each such class having a par value of $1.00 per share.
At the time and date that these Amendments shall become
effective each one of the 10,000 shares of Common Stock, par value of
$10.00 per share, of the Corporation issued and outstanding
immediately prior to such effectiveness shall become and be, without
further action by the Corporation or its shareholders, ten shares of
Class B Common Stock of the Corporation, authorized by these
Amendments. After the said effective date, the holders of shares of the
Corporation's Common Stock, par value of $10.00 per share, shall have
the right to surrender the certificates representing such shares to the
Corporation or to any Transfer Agent for the Class B Common Stock
and receive duly executed certificates representing the equivalent
number of shares of said Class B Common Stock.
Upon the occurrence of either of the events described in
Subsections (1) and (2) of Section E of the following Article VI, each
one of the then authorized shares of Class A and Class B Common
Stock, whether unissued, issued and outstanding or held in the treasury
of the Corporation, shall ipso facto become and be, without further
action by the Corporation or its shareholders, one share of Common
Stock with the par value of $1.00 per share, and the holders of shares
of the Class A or Class B Common Stock, shall have the right to
surrender the certificates representing such shares to the Corporation
or to any Transfer Agent for the Common Stock, par value of $1.00 per
share, and receive duly executed certificates representing an equal
number of shares of said Common Stock, par value of $1.00 per share.
ARTICLE VI
Terms of Capital Stock
The preferences, qualifications, restrictions, limitations and
special or relative rights and powers of the shares of Class A and Class
B Common Stock are as follows:
A. Such dividends as may be determined by the Board of
Directors may be paid on the Class A and Class B Common Stock, at
any time and from time to time, out of the assets of the Corporation
available for dividends under the laws of the State of Indiana, subject
to the following limitations and not otherwise, to-wit: (i) no dividend
payable in shares of Class A Common Stock shall be declared on the
Class B Common Stock and no dividend payable in shares of Class B
Common Stock shall be declared on the Class A Common Stock; (ii)
dividends payable in shares of the same class may, from time to time,
be declared on either the Class A or Class B Common Stock, provided
that a dividend payable in shares of the other class, at the same time
and at the same rate per share, is simultaneously declared on such other
class; (iii) dividends payable otherwise than in shares of Class B
Common Stock may in any calendar year be declared on the Class B
Common Stock, provided that the amount of such dividend, together
with any dividends, theretofore, in the same calendar year, declared on
such stock, does not exceed, on a per share basis, one-half of the
amount of any dividend on the Class A Common Stock which is
declared simultaneously with, and payable at the same time as, the
dividend declared on the Class B Common Stock, plus the amount of
all dividends theretofore, in the same calendar year, declared on the
Class A Common Stock.
B. In the event of dissolution, liquidation or winding up of
the Corporation, whether voluntary or involuntary, any assets of the
Corporation in excess of its liabilities shall be distributed in the
following order:
(1). Assets of a value equal to an amount found by
multiplying $15.00 times the number of shares of the Class A
Common Stock then outstanding (provided that, if the number of such
outstanding shares has been changed by reason of stock dividends,
split-ups, consolidations or other reclassifications occurring at any
time subsequent to the effective date of these Amendments, then,
assets of a value equal to an amount found by multiplying
$15.00 times the number of shares of the Class A Common Stock
that would be outstanding by for such stock dividends, split-ups,
consolidations or other reclassifications) shall be distributed to
the holders of the Class A Common Stock in accordance with the
number of such shares held by each; and then
(2). Assets of a value equal to an amount found by
multiplying $15.00 times the number of shares of Class B Common
Stock then outstanding (subject to the same proviso applicable
to the outstanding shares of Class A Common Stock) shall be
distributed to the holders thereof in accordance with the number of
shares held by each; and then
(3). The assets remaining shall be distributed among
the holders of both the Class A and Class B Common Stock, on a
share for share basis, without preference or distinction as to class.
If in making any distribution under subparagraphs 1 and 2 above, the
net or remaining assets of the Corporation shall be insufficient to
permit a distribution of the full amount provided for in either of such
subparagraphs, all of the assets shall be distributed to the holders of the
class of stock specified in such subparagraph on a share for share basis.
C. On January 1, 1963, and again on January 1, 1964,
38,333 shares (on a cumulative basis) of Class B Common Stock, (or,
in case of changes in the number of outstanding shares of Class B
Common Stock because of stock dividends, split-ups, consolidations or
other re-classifications occurring at any time subsequent to the effective
date of these Amendments, such number as would equal 38,333 shares
of Class B Common Stock but for such stock dividends, split-ups,
consolidations or other reclassifications), to be chosen as hereinafter
provided (and on January 1, 1965, the balance of all shares of Class B
Common Stock outstanding on, or issued after, that date), shall become
convertible, at the option of the holders thereof and upon surrender to
the Corporation or to any Transfer Agent of the Class A Common
Stock of the certificate for the shares so to be converted, into fully paid
and non-assessable shares of Class A Common Stock at the rate of one
share of Class A Common Stock for each share of Class B Common
Stock tendered for conversion. Upon such conversion of any shares of
Class B Common Stock into shares of Class A Common Stock no
allowance or adjustment shall be made for dividends on either class of
stock.
The particular shares of Class B Common Stock at the time
outstanding which are to become eligible for conversion into Class A
Common Stock on January 1, 1963, and 1964 shall be fixed and
identified from time to time by resolution or resolutions of the Board
of Directors on a substantially pro-rata basis between the holders at
such times of the outstanding Class B Common Stock, and a certified
copy of each such resolution or resolutions shall be forthwith delivered
by the Corporation to the Transfer Agent for the Class A Common
Stock.
The Corporation shall at all times reserve and keep available out
of its authorized but unissued shares of Class A Common Stock the full
number of shares of Class A Common Stock deliverable upon the
conversion of all shares of Class B Common Stock, from time to time
outstanding.
Shares of Class B Common Stock which have been converted
into shares of Class A Common Stock, as herein provided, shall not be
re-issued but shall be cancelled in accordance with the provisions of the
laws of the State of Indiana.
D. The Corporation shall not declare a split-up,
consolidation or other re-classification of either the Class A or Class B
Common Stock into a different number of shares of such class, unless
it simultaneously declares a split-up, consolidation or other re-
classification, as the case may be, of the other class into a different
number of shares at the same rate per share.
E. In the event that:
(1). Mr. Arthur J. Decio shall cease to act on a full
time basis as the principal executive officer of the Corporation
(except for such reasonable and ordinary interruptions of a temporary
nature as may occur by reason of illness or like causes) whether
such cessation is due to the termination of his employment by
the Corporation, by his own act, because of his death or
permanent disability, or for any other reason whatsoever; or
(2). The amount of outstanding shares of Class B
Common Stock shall be reduced in number to less than 50,000
shares, or, in case of changes in the number of outstanding shares
of Class B Common Stock because of stock dividends, split- ups,
consolidations or other re-classifications occurring at any time
subsequent to the effective date of this Amendment, then to less
than such number as would equal 50,000 shares of Class B
Common Stock, but for such stock dividends, split-ups,
consolidations or other re-classifications;
then, upon the occurrence of either of such events, each one of the then
authorized shares of Class A and Class B Common Stock, whether
unissued, issued and outstanding, or held in the treasury of the
Corporation, shall ipso facto become and be, without further action of
the Corporation or its stockholders, one share of Common Stock, with
a par value of $1.00 per share, and all such shares shall be of one and
the same class, with equal and identical rights, privileges, powers,
obligations, restrictions and voting rights, and all distinctions in regard
to preference, qualifications, restrictions, limitations and special or
relative rights or powers theretofore applicable to the Class A and Class
B Common Stock, described in this Article VI and the following Article
VII, shall cease to exist.
F. No stockholder of the Corporation of any class, shall
have a preemptive right to purchase, subscribe for, or take any part of
any stock or any part of any notes, debentures, bonds or other
securities, whether or not convertible into, or carrying options or
warrants to purchase, stock of this corporation hereafter issued,
optioned or sold by it.
ARTICLE VII
Voting Rights of Capital Stock
A. All holders of record of any class or classes of stock of
the Corporation shall be entitled to one vote for each share of such
class or classes so held, upon any question presented at a regular or
special meeting of shareholders.
At any election of directors held prior to the occurrence of either
of the events described in Subsection (1) and (2) of Section E of the
preceding Article VI, the record holders of the Class B Common Stock
shall have the right to elect such number of the directors as will
constitute two-thirds in number of the full Board of Directors of the
Corporation, and if the number of places on the full Board of Directors
is not divisible by three, then the holders of the Class B Common Stock
shall have the right to elect the smallest number of directors sufficient
to constitute more than two-thirds in number of such full Board of
Directors (the directors so elected to be known as Class B Directors),
and the record holders of the Class A Common Stock shall have the
right to elect the remaining number of directors to be elected at such
meeting (the directors so elected to be known as Class A Directors).
All such Directors shall be elected by a majority vote of the record
holders of the Class A or Class B Common Stock, as the case may be,
each such holder having one vote for each share of stock of such class
so held. If the office of any Class A or Class B Director becomes
vacant by reason of death, resignation, retirement, disqualification,
removal from office or otherwise, a majority of the remaining Class A
or Class B Directors, as the case may be, shall choose a successor who
shall hold office for the unexpired term to which such vacancy
occurred, or until the next election of directors. Notwithstanding the
foregoing if prior to the issuance of any shares of Class A Common
Stock, any vacancies shall occur on the Board of Directors because of
an increase in the number of Directors of the Corporation, then each
such vacancy shall be filled by a majority vote of the record holders of
the Class B Common Stock, each such holder having one vote for each
share of such stock so held, and after such election, each Director so
elected shall be designated as either a Class A or Class B Director by
a majority vote of the such holders of Class B Common Stock.
At any election of Directors held subsequent to the occurrence
of either of the aforesaid events, each Director shall be elected by a
majority vote of the record holders of all class or classes of stock of this
Corporation, without distinction as to class, each such holder having
one vote for each share of stock of such class or classes so held.
The shareholders shall at no time have the right to accumulate
their votes and distribute them among the candidates for election to the
Board of Directors.
B. Until the occurrence of either of the events described in
Subsections (1) and (2) of Section E of the preceding Article VI, the
Corporation shall not amend, alter, change, add to, or repeal any of the
provisions of the preceding Articles V or VI or of this Article VII or
enter into any agreements of merger or consolidation, or take any action
with respect to the Class A Common Stock, other than the declaration
or payment of any cash dividend or dividends thereon, which action, in
the opinion of the Board of Directors of the Corporation, would
materially and adversely affect the conversion rights of the Class B
Common Stock as set forth in Section C of the preceding Article VI,
without the affirmative vote or consent of the holders of at least two-
thirds of the Class A Common Stock at the time outstanding, voting as
a class, and at least one-half of the Class B Common Stock at the time
outstanding, voting as a class, given in person or by proxy, either in
writing or, by resolution adopted at a duly called meeting of
shareholders; and after the occurrence of either of such events
described in Subsections (1) and (2) of Section E of the preceding
Article VI, the Corporation shall not amend, alter, change, add to, or
repeal any of the provisions of the preceding Article V or VI of this
Article VII or enter into an agreement of merger or consolidation,
without the affirmative vote or consent os the holders of at least two-
thirds of the Common Stock, par value of $1.00 per share, at the time
outstanding, given in person or by proxy, either in writing, or by
resolution adopted at a duly called meeting of shareholders.
ARTICLE IX
Data Respecting Directors
I. Number
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 nine.
2. Qualifications
Directors need not be shareholders of the Corporation. A
majority of the Directors at any time shall be citizens of the United
States.
ARTICLE XII
Provisions for Regulation of Business and
Conduct of Affairs of Corporation
A. The Board of Directors shall have the power, without the
consent or vote of the stockholders, to make, alter, amend, change, add
to, or repeal the By-Laws of the Corporation.
B. The Corporation shall have the power to carry on and
conduct its business or any part thereof, and to have one or more
offices, in the State of Indiana, and in all other states, territories,
colonies and dependencies of the United States, in the District of
Columbia and in all or any foreign countries throughout the world; and
to acquire, own, hold or use and to lease, mortgage, pledge, sell,
convey or otherwise dispose of property, real and/or personal, tangible
and/or intangible, either within or outside of the State of Indiana.
SUBDIVISION B
MANNER OF ADOPTION AND VOTE
1. Action by Directors
The Board of Directors of the Corporation, at a meeting thereof,
duly called, constituted and held on April 1, 1960, at which a quorum
of such Board of Directors was present, duly adopted a resolution
proposing to the Shareholders of the Corporation entitled to vote in
respect of the Amendments that the provisions and terms of Articles V,
VI, VII, IX and XII of its Articles of Incorporation be amended so as
to read as set forth in The Amendments; and called a meeting of such
Shareholders, to be held April 11, 1960, to adopt or reject the
Amendments.
2. Action by Shareholders
The Shareholders of the Corporation entitled to vote in respect
of The Amendments, at a meeting thereof, duly called, constituted and
held on April 11, 1960, at which the holders of 10,000 shares of the
Corporation's Common Stock, par value of $10.00 per share, were
present in person or by proxy, adopted The Amendments.
The number of shares entitled to vote in respect of The
Amendments, the number of shares voted in favor of the adoption of
The Amendments, and the number of shares voted against such
adoption are as follows: 10,000 shares of the Corporation's Common
Stock, par value $10.00 per share were entitled to vote in respect of
The Amendments and all such shares were voted in favor of the
adoption of the Amendments.
3. Compliance with Legal Requirements
The manner of the adoption of The Amendments, and the vote
by which they were adopted, constitute full legal compliance with the
provisions of the Act, the Articles of Incorporation, and the By-Laws
of the Corporation.
SUBDIVISION C
STATEMENT OF CHANGES MADE WITH RESPECT
TO THE
SHARES HERETOFORE AUTHORIZED
At the time and date that The Amendments shall become
effective the authorized capital stock of this Corporation, which, prior
to such effectiveness was divided into 10,000 shares of Common Stock
with a par value of $10.00 per share, shall be changed to the Class A
and Class B Common Stock authorized by The Amendments, and each
one of the 10,000 shares of Common Stock, par value of $10.00 per
share, of the Corporation issued and outstanding immediately prior to
such effectiveness shall become and be, without further action by the
Corporation or its Shareholders, ten shares of Class B Common Stock
of the Corporation. After the said effective date, the holders of shares
of the Corporation's Common Stock, par value of $10.00 per share,
shall have the right to surrender the certificates representing such
shares to the Corporation or to any Transfer Agent for the Class B
Common Stock and receive duly executed certificates representing the
equivalent number of shares of the said Class B Common Stock.
IN WITNESS WHEREOF, the undersigned officers execute
these Articles of Amendment of the Articles of Incorporation of the
Corporation, and certify to the truth of the facts herein stated, this 11th
day of April, 1960.
/s/ Arthur J.
Decio
(Written
Signature)
Arthur J. Decio
(Printed
Signature)
President of
Skyline Homes,
Inc.
(Name of
Corporation)
/s/ Richard M.
Treckelo
(Written
Signature)
Richard M.
Treckelo
(Printed
Signature)
Secretary of
Skyline Homes,
Inc.
(Name of
Corporation)<PAGE>
STATE OF INDIANA )
) SS:
COUNTY OF ELKHART )
I, the undersigned, a Notary Public duly commissioned to take
acknowledgements and administer oaths in the State of Indiana, certify
that ARTHUR J. DECIO, the President, and RICHARD M.
TRECKELO, the Secretary, of Skyline Homes, Inc., the officers
executing the foregoing Articles of Amendment of Articles of
Incorporation, personally appeared before me; acknowledged the
execution thereof; and swore to the truth of the facts therein stated.
WITNESS my hand and Notarial Seal this 11th day of April,
1960.
/s/ Alice M.
Hunter
(Written
Signature)
Alice M. Hunter
(Printed
Signature)
Notary Public
My commission expires:
May 16, 1960<PAGE>
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
SKYLINE HOMES, INC.
The undersigned officers of SKYLINE HOMES, INC.
(hereinafter referred to as the "Corporation"), existing pursuant to the
provisions of the Indiana General Corporation Act, as amended
(hereinafter referred to as the "Act"), desiring to give notice of
corporate action effectuating amendment of certain individual Articles
of its Articles of Incorporation, certify the following facts:
SUBDIVISION A
THE AMENDMENTS
The exact texts of Articles V, VI, VII, IX and XII of the Articles
of Incorporation of the Corporation, as amended (hereinafter referred
to as "The Amendments"), now are as follows:
ARTICLE V
Amount of Capital Stock
The total number of shares into which the authorized capital
stock of the Corporation is divided is hereby changed from 615,000
shares, consisting of 500,000 shares of Class A Common Stock and
115,000 shares of Class B Common Stock, each such class having a par
value of $1.00 per share, to 915,000 shares, consisting of 695,000
shares of Class A Common Stock and 220,000 shares of Class B
Common Stock, each such class having a par value of $.50 per share.
At the close of business on the date that these Amendments shall
become effective, each share of Class A Common Stock, par value
$1.00 per share, of the Corporation issued and outstanding immediately
prior to the close of business on said effective date, shall be exchanged
for two shares of Class A Common Stock, par value 50 cents per share,
of the Corporation.
At the close of business on the date that these Amendments shall
become effective, each share of Class B Common Stock, par value
$1.00 per share, of the Corporation issued and outstanding immediately
prior to the close of business on said effective date, shall be exchanged
for two shares of Class B Common Stock, par value 50 cents per share,
of the Corporation.
Such exchange and conversion will be accomplished as follows:
At the close of business on said effective date, each stock certificate
issued and outstanding prior to the close of business on the date that
these Amendments shall become effective, shall, without further action
by the Corporation or its shareholders, automatically be converted to
a certificate for a like number of shares of Common Stock of the same
class of 50 cents par value per share in partial exchange for the $1.00
par value Common Stock, and the Corporation or any Transfer Agent
for said Classes of Stock shall issue to each shareholder another stock
certificate for a like number of new shares of 50 cents par value
Common Stock of the same class to complete said exchange and
conversion.
Upon the occurrence of either of the events described in
Subsections (1) and (2) of Section E of the following Article VI, each
one of the then authorized shares of Class A and Class B Common
Stock, whether unissued, issued and outstanding or held in the treasury
of the Corporation, shall ipso facto become and be, without further
action by the Corporation or its shareholders, one share of Common
Stock with the par value of 50 cents per share, and the holders of shares
of the Class A or Class B Common Stock, shall have the right to
surrender the certificates representing such shares to the Corporation
or to any Transfer Agent for the Common Stock, par value of 50 cents
per share, and receive duly executed certificates representing an equal
number of shares of said Common Stock, par value of 50 cents per
share.
ARTICLE VI
Terms of Capital Stock
The preferences, qualifications, restrictions, limitations and
special or relative rights and powers of the shares of Class A and Class
B Common Stock are as follows:
A. Such dividends as may be determined by the Board of
Directors may be paid on the Class A and Class B Common Stock, at
any time and from time to time, out of the assets of the Corporation
available for dividends under the laws of the State of Indiana, subject
to the following limitations and not otherwise, to-wit: (i) no dividend
payable in shares of Class A Common Stock shall be declared on the
Class B Common Stock and no dividend payable in shares of Class B
Common Stock shall be declared on the Class A Common Stock; (ii)
dividends payable in shares of the same class may, from time to time,
be declared on either the Class A or Class B Common Stock, provided
that a dividend payable in shares of the other class, at the same time
and at the same rate per share, is simultaneously declared on such other
class; (iii) dividends payable otherwise than in shares of Class B
Common Stock may in any calendar year be declared on the Class B
Common Stock, provided that the amount of such dividend, together
with any dividends, theretofore, in the same calendar year, declared on
such stock, does not exceed, on a per share basis, one-half of the
amount of any dividend on the Class A Common Stock which is
declared simultaneously with, and payable at the same time as, the
dividend declared on the Class B Common Stock, plus the amount of
all dividends theretofore, in the same calendar year, declared on the
Class A Common Stock.
B. In the event of dissolution, liquidation or winding up of
the Corporation, whether voluntary or involuntary, any assets of the
Corporation in excess of its liabilities shall be distributed in the
following order:
(1). Assets of a value equal to an amount found by
multiplying $7.50 times the number of shares of the Class A
Common Stock then outstanding (provided that, if the number of such
outstanding shares has been changed by reason of stock dividends,
split-ups, consolidations, or other reclassifications occurring at any
time subsequent to the effective date of these Amendments, then,
assets of a value equal to an amount found by multiplying $7.50
times the number of shares of the Class A Common Stock that would
be outstanding but for such stock dividends, split-ups,
consolidations or other reclassifications) shall be distributed to
the holders of the Class A Common Stock in accordance with the
number of such shares held by each; and then
(2). Assets of a value equal to an amount found by
multiplying $7.50 times the number of shares of Class B Common
Stock then outstanding (subject to the same proviso applicable
to the outstanding shares of Class A Common Stock) shall be
distributed to the holders thereof in accordance with the number of
shares held by each; and then
(3). The assets remaining shall be distributed among
the holders of both the Class A and Class B Common Stock, on a
share for share basis, without preference or distinction as to class.
If in making any distributions under subparagraphs 1 and 2 above, the
net or remaining assets of the Corporation shall be insufficient to
permit a distribution of the full amount provided for in either of such
subparagraphs, all of the assets shall be distributed to the holders of the
class of stock specified in such subparagraph on a share for share basis.
C. On January 1, 1963, and again on January 1, 1964,
73,333 shares (on a cumulative basis) of Class B Common Stock, (or,
in case of changes in the number of outstanding shares of Class B
Common Stock because of stock dividends, split-ups, consolidations or
other reclassifications occurring at any time subsequent to the effective
date of these Amendments, such number as would equal 73,333 shares
of Class B Common Stock but for such stock dividends, split-ups,
consolidations or other reclassifications), to be chosen as hereinafter
provided (and on January 1, 1965, the balance of all shares of Class B
Common Stock outstanding on, or issued after, that date), shall become
convertible, at the option of the holders thereof and upon surrender to
the Corporation or to any Transfer Agent of the Class A Common
Stock of the certificate for the shares so to be converted, into fully paid
and non-assessable shares of Class A Common Stock at the rate of one
share of Class A Common Stock for each share of Class B Common
Stock tendered for conversion. Upon such conversion of any shares of
Class B Common Stock into shares of Class A Common Stock no
allowance or adjustment shall be made for dividends on either class of
stock.
The particular shares of Class B Common Stock at the time
outstanding which are to become eligible for conversion into Class A
Common Stock on January 1, 1963, and 1964 shall be fixed and
identified from time to time by resolution or resolutions of the Board
of Directors on a substantially pro-rata basis between the holders at
such times of the outstanding Class B Common Stock, and a certified
copy of each such resolution or resolutions shall be forthwith delivered
by the Corporation to the Transfer Agent for the Class A Common
Stock.
The Corporation shall at all times reserve and keep available out
if its authorized but unissued shares of Class A Common Stock the full
number of shares of Class A Common Stock deliverable upon the
conversion of all shares of Class B Common Stock, from time to time
outstanding.
Shares of Class B Common Stock which have been converted
into shares of Class A Common Stock, as herein provided, shall not be
re-issued but shall be cancelled in accordance with the provisions of the
laws of the State of Indiana.
D. The Corporation shall not declare a split-up,
consolidation or other re-classification of either the Class A or Class B
Common Stock into a different number of shares of such class, unless
it simultaneously declares a split-up, consolidation or other re-
classification, as the case may be, of the other class into a different
number of shares at the same rate per share.
E. In the event that:
(1). Mr. Arthur J. Decio shall cease to act on a full
time basis as the principal executive officer of the Corporation
(except for such reasonable and ordinary interruptions of a temporary
nature as may occur by reason of illness or like causes) whether
such cessation is due to the termination of his employment by
the Corporation, by his own act, because of his death or
permanent disability, or for any other reason whatsoever; or
(2). The amount of outstanding shares of Class B
Common Stock shall be reduced in number to less than 100,000
shares, or, in case of changes in the number of outstanding shares
of Class B Common Stock because of stock dividends, split- ups,
consolidations or other re-classifications occurring at any time
subsequent to the effective date of this Amendment, then to less
than such number as would equal 100,000 shares of Class B
Common Stock, but for such stock dividends, split-ups,
consolidations or other re-classifications;
then, upon the occurrence of either of such events, each one of the then
authorized shares of Class A and Class B Common Stock, whether
unissued, issued and outstanding, or held in the treasury of the
Corporation, shall ipso facto become and be, without further action of
the Corporation or its stockholders, one share of Common Stock with
a par value of 50 cents per share, and all such shares shall be of one
and the same class, with equal and identical rights, privileges, powers,
obligations, restrictions and voting rights, and all distinctions in regard
to preference, qualifications, restrictions, limitations and special or
relative rights or powers theretofore applicable to the Class A and Class
B Common Stock, described in this Article VI and the following Article
VII, shall cease to exist.
F. No stockholder of the Corporation of any class, shall
have a preemptive right to purchase, subscribe for, or take any part of
any stock or any part of any notes, debentures, bonds or other
securities, whether or not convertible into, or carrying options or
warrants to purchase, stock of this Corporation hereafter issued,
optioned or sold by it.
ARTICLE VII
Voting Rights of Capital Stock
A. All holders of record of any class or classes of stock of
the Corporation shall be entitled to one vote for each share of such
class or classes so held, upon any question presented at a regular or
special meeting of shareholders.
At any election of directors held prior to the occurrence of either
of the events described in Subsection (1) and (2) of Section E of the
preceding Article VI, the record holders of the Class B Common Stock
shall have the right to elect such number of the directors as will
constitute two-thirds in number of the full Board of Directors of the
Corporation, and if the number of places on the full Board of Directors
is not divisible by three, then the holders of the Class B Common Stock
shall have the right to elect the smallest number of directors sufficient
to constitute more than two-thirds in number of such full Board of
Directors (the directors so elected to be known as Class B Directors),
and the record holders of the Class A Common Stock shall have the
right to elect the remaining number of directors to be elected at such
meeting (the directors so elected to be known as Class A Directors).
All such Directors shall be elected by a majority vote of the record
holders of the Class A or Class B Common Stock, as the case may be,
each such holder having one vote for each share of stock of such class
so held. If the office of any Class A or Class B Directors becomes
vacant by reason of death, resignation, retirement, disqualification,
removal from office or otherwise, a majority of the remaining Class A
or Class B Directors, as the case may be, shall choose a successor who
shall hold office for the unexpired term to which such vacancy
occurred, or until the next election of directors.
At any election of Directors held subsequent to the occurrence
of either of the aforesaid events, each Director shall be elected by a
majority vote of the record holders of all class or classes of stock of this
Corporation, without distinction as to class, each such holder having
one vote for each share of stock of such class or classes so held.
The shareholders shall at no time have the right to accumulate
their votes and distribute them among the candidates for election to the
Board of Directors.
B. Until the occurrence of either of the events described in
Subsections (1) and (2) of Section E of the preceding Article VI, the
Corporation shall not amend, alter, change, add to, or repeal any of the
provisions of the preceding Articles V or VI or of this Article VII or
enter into any agreements of merger or consolidation, or take any action
with respect to the Class A Common Stock, other than the declaration
or payment of any cash dividend or dividends thereon, which action, in
the opinion of the Board of Directors of the Corporation, would
materially and adversely affect the conversion rights of the Class B
Common Stock as set forth in Section C of the preceding Article VI,
without the affirmative vote or consent of the holders of at least two-
thirds of the Class A Common Stock at the time outstanding, voting as
a class, and at least one-half of the Class B Common Stock at the time
outstanding, voting as a class, given in person or by proxy, either in
writing or, by resolution adopted at a duly called meeting of
shareholders; and after the occurrence of either of such events
described in Subsections (1) and (2) of Section E of the preceding
Article VI, the Corporation shall not amend, alter, change, add to, or
repeal any of the provisions of the preceding Article V or VI of this
Article VII or enter into an agreement of merger or consolidation,
without the affirmative vote or consent of the holders of at least two-
thirds of the Common Stock, par value of 50 cents per share, at the time
outstanding, given in person or by proxy, either in writing, or by
resolution adopted at a duly called meeting of shareholders.
ARTICLE IX
Data Respecting Directors
1. Number
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 nine. In the event the By-Laws do not state
the number of Directors, the number of Directors shall be nine.
2. Qualifications
Directors need not be shareholders of the Corporation. A
majority of the Directors at any time shall be citizens of the United
States.
ARTICLE XII
Provisions for Regulation of Business and
Conduct of Affairs of Corporation
A. The Board of Directors shall have the power, without the
consent or vote of the stockholders, to make, alter, amend, change, add
to, or repeal the By-Laws of the Corporation.
B. The Corporation shall have the power to carry on and
conduct its business or any part thereof, and to have one or more
offices, in the State of Indiana, and in all other states, territories,
colonies and dependencies of the United States, in the District of
Columbia and in all or any foreign countries throughout the world; and
to acquire, own, hold or use and to lease, mortgage, pledge, sell,
convey or otherwise dispose of property, real and/or personal, tangible
and/or intangible, either within or outside of the State of Indiana.
C. Regular or special meetings of the Board of Directors or
Shareholders of the Corporation may be held within or without the
State of Indiana.
SUBDIVISION B
MANNER OF ADOPTION AND VOTE
1. Action by Directors
The Board of Directors of the Corporation, at a meeting thereof,
duly called, constituted and held on May 2, 1962, at which a quorum
of such Board of Directors was present, duly adopted a resolution
proposing to the Shareholders of the Corporation entitled to vote in
respect of The Amendments that the provisions and terms of Articles
V, VI, VII, IX and XII of its Articles of Incorporation be amended so
as to read as set forth in The Amendments; and called a meeting of
such Shareholders, to be held September 7, 1962, to adopt or reject The
Amendments.
2. Action by Shareholders
The Shareholders of the Corporation entitled to vote in respect
of The Amendments, at a meeting thereof, duly called, constituted and
held on September 7, 1962, at which the holders of 78,427 shares of the
Corporation's Class A Common Stock, par value of $1.00 per share,
and holders of 110,000 shares of the Corporation's Class B Common
Stock, par value of $1.00 per share, were present in person or by proxy,
adopted The Amendments.
The number of shares entitled to vote in respect of The
Amendments, the number of shares voted in favor of the adoption of
The Amendments, and the number of shares voted against such
adoption are as follows:
115,000 shares of Class A Common Stock, par value
$1.00 per share, were entitled to vote in respect of The
Amendments.
78,402 shares were voted in favor of the adoption of The
Amendments.
25 Shares were voted against such adoption.
110,000 shares of Class B Common Stock, par value
$1.00 per share, were entitled to vote in respect of The
Amendments.
110,000 shares were voted in favor of the adoption of
The Amendments. No shares were voted against such
adoption.
3. Compliance with Legal Requirements
The manner of the adoption of The Amendments, and the vote
by which they were adopted, constitute full legal compliance with the
provisions of the Act, the Articles of Incorporation, and the By-Laws
of the Corporation.
SUBDIVISION C
STATEMENT OF CHANGES MADE WITH RESPECT
TO THE
SHARES HERETOFORE AUTHORIZED
At the time and date that The Amendments shall become
effective, the authorized capital stock of this Corporation, which, prior
to such effectiveness was divided into 615,000 shares, consisting of
500,000 shares of Class A Common Stock, and 115,000 shares of Class
B Common Stock, each such class having a par value of $1.00 per
share, shall be changed by The Amendments to 915,000 shares,
consisting of 695,000 shares of Class A Common Stock, and 220,000
shares of Class B Common Stock each such class having a par value of
50 cents per share.<PAGE>
IN WITNESS WHEREOF, the undersigned officers execute
these Articles of Amendment of the Articles of Incorporation of the
Corporation, and certify to the truth of the facts herein stated, this 7th
day of September, 1962.
/s/ Arthur J.
Decio
(Written
Signature)
Arthur J. Decio
(Printed
Signature)
President of
Skyline Homes,
Inc.
(Name of
Corporation)
/s/ Richard M.
Treckelo
(Written
Signature)
Richard M.
Treckelo
(Printed
Signature)
Secretary of
Skyline Homes,
Inc.
(Name of
Corporation)
STATE OF INDIANA )
) SS:
COUNTY OF ELKHART )
I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify
that ARTHUR J. DECIO, the President, and RICHARD M.
TRECKELO, the Secretary, of Skyline Homes, Inc., the officers
executing the foregoing Articles of Amendment of Articles of
Incorporation, personally appeared before me; acknowledged the
execution thereof; and swore to the truth of the facts therein stated.<PAGE>
WITNESS my hand and Notarial Seal this 7th day of September,
1962.
/s/ Alice M.
Hunter
(Written
Signature)
Alice M. Hunter
(Printed
Signature)
Notary Public
My Commission Expires
May 16, 1964.
This instrument prepared by Richard M. Treckelo, Attorney, Elkhart,
Indiana.<PAGE>
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
INDIANAPOLIS, INDIANA
To Whom These Presents Come, Greeting:
Whereas, there has been presented to me at this office Articles
of Amendment in triplicate of SKYLINE HOMES, INC.
AMENDING ARTICLES V, VI, VII, IX and XII
ARTICLE V - Amount of Capital Stock. The total number of shares
into which the authorized capital stock of the Corporation is divided is
hereby changed from 615,000 shares, consisting of 500,000 shares of
Class A Common Stock and 115,000 shares of Class B Common Stock,
each such class having a par value of $1.00 per share, to 915,000
shares, consisting of 695,000 shares of Class A Common Stock and
220,000 shares of Class B Common Stock, each such class having a par
value of $.50 per share.
Said Articles of Amendment having been prepared and signed in
accordance with "An Act concerning domestic and foreign corporations
for profit, providing penalties for the violation hereof, and repealing all
laws or parts of laws in conflict herewith, " approved March 16, 1929,
and Acts supplemental thereto.
Whereas, upon due examination, I find that they conform to law:
Now, therefore, I hereby certify that I have this day endorsed my
approval upon the triplicate copies of Articles so presented, and, having
received the fees required by law, in the sum of $6,013.00 have filed
one copy of the Articles in this office and returned two copies bearing
the endorsement of my approval to the Corporation.
In Witness Whereof, I have
hereunto set my hand
(Seal of the State of Indiana) and affixed the seal of the
State of Indiana, at the
City of Indianapolis, this 10th
day of September,
1962.
/s/ Charles O. Hendricks
Charles O. Hendricks,
Secretary of State.
By
Deputy.<PAGE>
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
Secretary of State
I, Charles O. Hendricks, Secretary of State, of the State of
Indiana, hereby certify that the following and hereto attached is a full,
true and complete copy of the Statement of Reduction of the
Authorized Capital Stock of SKYLINE HOMES, INC., an Indiana
Corporation, bearing Approved and Filed date of July 10, 1963 as the
same appears on file, as the law directs, in this office.
In Witness Whereof, I have
hereunto set my hand (Seal of the State of Indiana) and
affixed the seal of the State of Indiana, at the
City of Indianapolis, this 22nd day of July, 1963.
/s/ Charles O. Hendricks
Charles O. Hendricks,
Secretary of State.
By
Deputy<PAGE>
STATEMENT OF REDUCTION
OF THE AUTHORIZED CAPITAL STOCK
OF
SKYLINE HOMES, INC.
The undersigned officers of Skyline Homes, Inc. (hereinafter
referred to as the "Corporation") existing pursuant to the provisions of
The Indiana General Corporation Act as amended (hereinafter referred
to as the "Act"), desiring to give notice of corporate action effectuating
reduction of the Capital Stock of the Corporation through the
cancellation of certain shares of its Capital Stock which have been
reacquired by it, certify the following facts:
SUBDIVISION A
NAME
The name of the Corporation is Skyline Homes, Inc.
SUBDIVISION B
ACTION BY DIRECTORS
The Board of Directors of the Corporation at a meeting thereof,
duly called, constituted and held on June 13, 1963, at which a quorum
of such Board of Directors was present duly adopted the following
resolution:
RESOLVED, That the Corporation reduce its total
Capital Stock, heretofore authorized, consisting of 915,000 shares to-
wit: 695,000 shares of Class A Common Stock and 220,000 shares
of Class B Common Stock, each par value $.50 per share by
73,082 shares of Class B Common Stock, par value 50 cents per
share, reacquired by it through redemption, purchase or
otherwise, and make cancellation of such shares, thereby
reducing its authorized Capital Stock to shares of
Capital Stock consisting of 841,918 shares to-wit: 695,000 shares of
Class A Common Stock, and 146,918 shares of Class B Common
Stock, each of the par value of 50 cents per share.
RESOLVED, That the Treasurer of the Corporation is
authorized and directed to reflect such reduction and cancellation
upon the books of account of the Corporation, and in connection
therewith, to reduce the amount of Capital Stock of the
Corporation by the aggregate amount of the par value of all shares with
a par value, and by the aggregate number of shares of Capital
Stock without par value, hereby cancelled.<PAGE>
SUBDIVISION C
STATEMENT OF CHANGES MADE WITH RESPECT
TO THE
SHARES HERETOFORE AUTHORIZED
1. Shares Heretofore Authorized
The aggregate number of shares of Capital Stock which the
Corporation had authority to issue prior to such reduction and
cancellation, itemized by classes, is as follows:
695,000 shares of Class A Common Stock
220,000 shares of Class B Common stock
each of the par value of 50 cents per share.
2. Shares Reduced and Cancelled
The number of shares of Capital Stock which were affected by
such reduction and cancellation itemized by classes as follows:
73,082 shares of Class B Common Stock, par value $.50 per
share.
3. Shares Hereafter Authorized
The aggregate number of shares into which the authorized
Capital Stock of the Corporation will hereafter be divided after giving
effect to such reduction and cancellation itemized by classes, is as
follows:
695,000 shares of Class A Common Stock
146,918 shares of Class B Common Stock
each of the par value of $.50 cents per share.<PAGE>
IN WITNESS WHEREOF,
the undersigned officers execute this Statement and certify to the truth of
the facts herein stated, this 8th day of July, 1963.
/s/ Arthur J.
Decio
(Written
Signature)
Arthur J. Decio
(Printed
Signature)
President of
Skyline Homes,
Inc.
(Name of
Corporation)
/s/ Richard M.
Treckelo
(Written
Signature)
Richard M.
Treckelo
(Printed
Signature)
Secretary of
Skyline Homes,
Inc.
(Name of
Corporation)
STATE OF INDIANA )
) SS:
COUNT OF ELKHART )
I, the undersigned, a Notary Public, duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify
that Arthur J. Decio, the President, and Richard M. Treckelo, the
Secretary of Skyline Homes, Inc., the officers executing the foregoing
Statement, personally appeared before me; acknowledged the execution
thereof; and swore to the truth of the facts therein stated.<PAGE>
WITNESS my hand and Notarial Seal this 8th day of July, 1963.
/s/ Alice M.
Hunter
(Written
Signature)
Alice M. Hunter
(Printed
Signature)
Notary Public
My commission expires
May 16, 1964
This Instrument Prepared by Richard M. Treckelo, Attorney-at-Law,
Elkhart, Indiana<PAGE>
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
Secretary of State
To Whom These Presents Come, Greeting:
WHEREAS, there has been presented to me at this office a Statement
of Reduction of the Authorized Capital Stock of
SKYLINE HOMES, INC.
showing reduction of authorized Capital Stock from
1. Shares Heretofore Authorized
695,000 shares of Class A Common Stock - par value - 50 cents
per share
220,000 shares of Class B Common Stock - par value - 50 cents
per share
2. Shares Reduced and Cancelled
73,082 shares of Class B Common Stock - par value - 50 cents
per share
3. Shares Hereafter Authorized
695,000 shares of Class A Common Stock - par value - 50 cents
per share
146,918 shares of Class B Common Stock - par value - 50 cents
per share
Said Statement of Reduction of Authorized Capital Stock having been
prepared and signed in accordance with "An Act concerning domestic
and foreign corporations for profit, providing penalties for the violation
hereof, and repealing all laws or parts of laws in conflict therewith",
approved March 16, 1929, and Acts supplemental thereto.
WHEREAS, upon due examination I find that they conform to law:
In Witness Whereof, I have
hereunto set my hand (Seal of the State of Indiana) and
affixed the seal of the State of Indiana, at the
City of Indianapolis, this 10th day of July, 1963.
/s/ Charles O. Hendricks
Charles O. Hendricks,
Secretary of State.
By
Deputy<PAGE>
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
Secretary of State
I, Charles O. Hendricks, Secretary of State, of the State of
Indiana, hereby certify that the following and hereto attached is a full,
true and complete copy of the Articles of Amendment of SKYLINE
HOMES, INC., an Indiana Corporation, bearing Approved and Filed
date of August 27, 1963 as the same appears on file, as the law directs,
in this office.
In Witness Whereof, I have
hereunto set my hand (Seal of the State of Indiana) and
affixed the seal of the State of Indiana, at the
City of Indianapolis, this 27th day of August,
1963.
/s/ Charles O. Hendricks
Charles O. Hendricks,
Secretary of State.
By
Deputy<PAGE>
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
SKYLINE HOMES, INC.
The undersigned officers of Skyline Homes, Inc. (hereinafter
referred to as the "Corporation"), existing pursuant to the provisions of
The Indiana General Corporation Act, as amended (hereinafter referred
to as the "Act"), desiring to give notice of corporate action effectuating
amendment of certain individual Articles of its Articles of
Incorporation, certify the following facts:
SUBDIVISION A
THE AMENDMENTS
The exact text of Article V of the Articles of Incorporation of
the Corporation, as amended (hereinafter referred to as "The
Amendments"), now is as follows:
ARTICLE V
Amount of Capital Stock
The total number of shares into which the authorized capital
stock of the Corporation is hereby changed from 841,918 shares,
consisting of 695,000 shares of Class A Common Stock and 146,918
shares of Class B Common Stock, each such class having a par value
of 50 cents per share, to 875,000 shares, consisting of 695,000 shares
of Class A Common Stock and 180,000 shares of Class B Common
Stock, each such class having a par value of 50 cents per share.
Upon the occurrence of either of the events described in
Subsections (1) and (2) of Section E of ARTICLE VI, each one of the
then authorized shares of Class A Common Stock and Class B
Common Stock, whether unissued, issued and outstanding or held in
the treasury of the Corporation, shall ipso facto become and be, without
further action by the Corporation or its shareholders, one share of
Common Stock with the par value of 50 cents per share, and the
holders of shares of the Class A Common Stock or Class B Common
Stock, shall have the right to surrender the certificates representing
such shares to the Corporation or to any Transfer Agent for the
Common Stock, par value of 50 cents per share, and received duly
executed certificates representing an equal number of shares of said
Common Stock, par value of 50 cents per share.<PAGE>
SUBDIVISION B
MANNER OF ADOPTION AND VOTE
1. Action by Directors
The Board of Directors of the Corporation, at a meeting thereof,
duly called, constituted and held on June 13, 1963, at which a quorum
of such Board of Directors was present, duly adopted a resolution
proposing to the Shareholders of the Corporation entitled to vote in
respect of The Amendments that the provisions and terms of Article V
of its Articles of Incorporation be amended so as to read as set forth in
The Amendments; and called a meeting of such Shareholders, to be
held August 26, 1963, to adopt or reject The Amendments.
2. Action by Shareholders
The Shareholders of the Corporation entitled to vote in respect
of The Amendments, at a meeting thereof, duly called, constituted and
held on August 26, 1963, at which the holders of 295,055 shares of the
Corporation's Class A Common Stock, par value of 50 cents per share,
and holders of 146,029 shares of the Corporation's Class B Common
Stock, par value of 50 cents per share, were present in person or by
proxy, adopted The Amendments.
The number of shares entitled to vote in respect of The
Amendments, the number of shares voted in favor of the adoption of
The Amendments, and the number of shares voted against such
adoption are as follows:
387,772 shares of Class A Common Stock, par value 50 cents
per share, were entitled to vote in respect of The Amendments.
292,805 shares were voted in favor of the adoption of The
Amendments.
50 shares were voted against such adoption.
146,918 shares of Class B Common Stock, par value 50 cents
per share, were entitled to vote in respect of The Amendments.
146,029 shares were voted in favor of the adoption of the
Amendments.
No shares were voted against such adoption.
3. Compliance with Legal Requirements
The number of the adoption of The Amendments, and the vote
by which they were adopted, constitute full legal compliance with the
provisions of the Act, the Articles of Incorporation, and the By-Laws
of the Corporation.
SUBDIVISION C
STATEMENT OF CHANGES MADE WITH RESPECT
TO THE
SHARES HERETOFORE AUTHORIZED
At the time and date that The Amendments shall become
effective, the authorized capital stock of this Corporation, which, prior
to such effectiveness was divided into 841,918 shares, consisting of
695,000 shares of Class A Common Stock and 146,918 shares of Class
B Common Stock, each such class having a par value of 50 cents per
share, shall be changed by The Amendments to 875,000 shares,
consisting of 695,000 shares of Class A Common Stock, and 180,000
shares of Class B Common Stock, each such class having a par value
of 50 cents per share.
IN WITNESS WHEREOF, the undersigned officers execute
these Articles of Amendment of the Articles of Incorporation of the
Corporation, and certify to the truth of the facts herein stated, this 27th
day of August 1963.
/s/ Arthur J.
Decio
(Written
Signature)
Arthur J. Decio
(Printed
Signature)
President of
Skyline Homes,
Inc.
(Name of
Corporation)
/s/ Richard M.
Treckelo
(Written
Signature)
Richard M.
Treckelo
(Printed
Signature)
Secretary of
Skyline Homes,
Inc.
(Name of
Corporation)<PAGE>
STATE OF INDIANA )
) SS:
COUNTY OF ELKHART )
I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify
that Arthur J. Decio, the President, and Richard M. Treckelo, the
Secretary, of Skyline Homes, Inc., the officers executing the foregoing
Articles of Amendment of Articles of Incorporation, personally
appeared before me; acknowledged the execution thereof; and swore to
the truth of the facts therein stated.
WITNESS my hand and Notarial Seal this 27th day of August
1963.
/s/ Alice M.
Hunter
(Written
Signature)
Alice M. Hunter
(Printed
Signature)
Notary Public
My Commission Expires
May 16, 1964
This Instrument Prepared By Richard M. Treckelo, Attorney-at-Law,
Elkhart, Indiana.<PAGE>
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
Secretary of State
To Whom These Presents Come, Greeting:
WHEREAS, there has been presented to me at this office a Statement
of Reduction of the Authorized Capital Stock of
SKYLINE HOMES, INC.
showing reduction of authorized Capital Stock from
1. Shares Heretofore Authorized
695,000 shares of Class A Common Stock
180,000 shares of Class B Common Stock
2. Shares Reduced and Cancelled
39,441 shares of Class B Common Stock, par value 50 cents per
share
3. Shares Hereafter Authorized
695,000 shares of Class A Common Stock
140,559 shares of Class B Common Stock each of the par value
of 50 cents per share
Said Statement of Reduction of Authorized Capital Stock having been
prepared and signed in accordance with "An Act concerning domestic
and foreign corporations for profit, providing penalties for the violation
hereof, and repealing all laws or parts of laws in conflict therewith",
approved March 16, 1929, and Acts supplemental thereto.
WHEREAS, upon due examination I find that they conform to law:
In Witness Whereof, I have
hereunto set my hand
(Seal of the State of Indiana) and affixed the seal of the
State of Indiana, at the
City of Indianapolis, this 17th
day of February,
1964.
/s/ Charles O. Hendricks
Charles O. Hendricks,
Secretary of State.
By
Deputy<PAGE>
STATEMENT OF REDUCTION
OF THE
AUTHORIZED CAPITAL STOCK
OF
SKYLINE HOMES, INC.
The undersigned officers of Skyline Homes, Inc. (hereinafter
referred to as the "Corporation") existing pursuant to the provisions of
The Indiana General Corporation Act as amended (hereinafter referred
to as the "Act"), desiring to give notice of corporate action effectuating
reduction of the Capital Stock of the Corporation through the
cancellation of certain shares of its Capital Stock which have been
reacquired by it, certify the following facts:
SUBDIVISION A
NAME
The name of the Corporation is Skyline Homes, Inc.
SUBDIVISION B
ACTION BY DIRECTORS
The Board of Directors of the Corporation at a meeting thereof,
duly called, constituted and held on December 10, 1963, at which a
quorum of such Board of Directors was present duly adopted the
following resolution:
RESOLVED, That the Corporation reduce its total
Capital Stock, heretofore authorized, consisting of 875,000 shares to-
wit: 695,000 shares of Class A Common Stock and 180,000 shares of
Class B Common Stock, each par value $.50 per share by 39,441 shares
of Class B Common Stock, par value 50 cents per share, reacquired by
it through redemption, purchase or otherwise, and make cancellation of
such shares, thereby reducing its authorized Capital Stock to 835,559
shares of Capital Stock consisting of 695,000 shares of Class A
Common Stock, and 140,559 shares of Class B Common Stock, each
of the par value of 50 cents per share.
RESOLVED, That the Treasurer of the Corporation is
authorized and directed to reflect such reduction and cancellation upon
the books of account of the Corporation, and in connection therewith,
to reduce the amount of Capital Stock of the Corporation by the
aggregate amount of the par value of all shares with a par value, and by
the aggregate number of shares of Capital Stock without par value,
hereby cancelled.
SUBDIVISION C
STATEMENT OF CHANGES MADE WITH RESPECT
TO THE
SHARES HERETOFORE AUTHORIZED
1. Shares Heretofore Authorized
The aggregate number of shares of Capital Stock which the
Corporation had authority to issue prior to such reduction and
cancellation, itemized by classes, is as follows:
695,000 shares of Class A Common Stock
180,000 shares of Class B Common Stock
each of the par value of 50 cents per share.
2. Shares Reduced and Cancelled
The number of shares of Capital Stock which were affected by
such reduction and cancellation itemized by classes is as follows:
39,441 shares of Class B Common Stock, par value $.50 per
share.
3. Shares Hereafter Authorized
The aggregate number of shares into which the authorized
Capital Stock of the Corporation will hereafter be divided after giving
effect to such reduction and cancellation itemized by classes, is as
follows:
695,000 shares of Class A Common Stock
140,559 shares of Class B Common Stock
each of the par value of 50 cents per share.
IN WITNESS WHEREOF, the undersigned officers execute this
Statement and certify to the truth of the facts herein stated, this 11th
day of February, 1964.
/s/ Arthur J.
Decio
(Written
Signature)
Arthur J. Decio
(Printed
Signature)
President of
Skyline Homes,
Inc.
(Name of
Corporation)
/s/ Richard M.
Treckelo
(Written
Signature)
Richard M.
Treckelo
(Printed
Signature)
Secretary of
Skyline Homes,
Inc.
(Name of
Corporation)
STATE OF INDIANA )
) SS:
COUNTY OF ELKHART )
I, the undersigned, a Notary Public, duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify
that Arthur J. Decio, the President, and Richard M. Treckelo, the
Secretary of Skyline Homes, Inc., the officers executing the foregoing
Statement, personally appeared before me; acknowledged the execution
thereof; and swore to the truth of the facts therein stated.
WITNESS my hand and Notarial Seal this 11th day of February,
1964.
/s/ Alice M.
Hunter
(Written
Signature)
Alice M. Hunter
(Printed
Signature)
Notary Public
My commission expires
May 16, 1964
This Instrument Prepared by Richard M. Treckelo, Attorney-at-Law,
Elkhart, Indiana.<PAGE>
STATEMENT OF REDUCTION
OF THE
AUTHORIZED CAPITAL STOCK
OF
SKYLINE HOMES, INC.
The undersigned officers of Skyline Homes, Inc. (hereinafter
referred to as the "Corporation") existing pursuant to the provisions of
The Indiana General Corporation Act as amended (hereinafter referred
to as the "Act"), desiring to give notice of corporate action effectuating
reduction of the Capital Stock of the Corporation through the
cancellation of certain shares of its Capital Stock which have been
reacquired by it, certify the following facts:
SUBDIVISION A
NAME
The name of the Corporation is Skyline Homes, Inc.
SUBDIVISION B
ACTION BY DIRECTORS
The Board of Directors of the Corporation at a meeting thereof,
duly called, constituted and held on February 26, 1964, at which a
quorum of such Board of Directors was present duly adopted the
following resolution:
RESOLVED, That the Corporation reduce its total
Capital Stock, heretofore authorized, consisting of 835,559 shares to-
wit: 695,000 shares of Class A Common Stock and 140,559 shares
of Class B Common Stock, each par value $.50 per share by
9,823 shares of Class B Common Stock, par value $.50 per share,
reacquired by it through redemption, purchase or otherwise, and make
cancellation of such shares, thereby reducing its authorized
Capital Stock to 825,736 shares of Capital Stock consisting of
825,736 shares of Common Stock, of the par value $.50 per
share.
RESOLVED, That the Treasurer of the Corporation is
authorized and directed to reflect such reduction and cancellation upon
the books of account of the Corporation, and in connection therewith,
to reduce the amount of Capital Stock of the Corporation by the
aggregate amount of the par value of all shares with a par value, and by
the aggregate number of shares of Capital Stock without par value,
hereby cancelled.
SUBDIVISION C
STATEMENT OF CHANGES MADE WITH RESPECT
TO THE
SHARES HERETOFORE AUTHORIZED
1. Shares Heretofore Authorized
The aggregate number of shares of Capital Stock which the
Corporation had authority to issue prior to such reduction and
cancellation, itemized by classes, is as follows:
695,000 shares of Class A Common Stock
140,559 shares of Class B Common Stock
2. Shares Reduced and Cancelled
The number of shares of Capital Stock which were affected by
such reduction and cancellation itemized by classes is as follows:
9,823 shares of Class B Common Stock, par value $.50 per
share.
3. Shares Hereafter Authorized
The aggregate number of shares into which the authorized
Capital Stock of the Corporation will hereafter be divided after giving
effect to such reduction and cancellation itemized by classes, is as
follows:
825,736 shares of Common Stock, of par value of $.50 per
share.
IN WITNESS WHEREOF, the undersigned officers execute this
Statement and certify to the truth of the facts herein stated, this ninth
day of March, 1964.
/s/ Arthur J.
Decio
(Written
Signature)
Arthur J. Decio
(Printed
Signature)
President of
Skyline Homes,
Inc.
(Name of
Corporation)
/s/ Richard M.
Treckelo
(Written
Signature)
Richard M.
Treckelo
(Printed
Signature)
Secretary of
Skyline Homes,
Inc.
(Name of
Corporation)
STATE OF INDIANA )
) SS:
COUNTY OF ELKHART )
I, the undersigned, a Notary Public, duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify
that Arthur J. Decio, the President, and Richard M. Treckelo, the
Secretary of Skyline Homes, Inc., the officers executing the foregoing
Statement, personally appeared before me; acknowledged the execution
thereof; and swore to the truth of the facts therein stated.
WITNESS my hand and Notarial Seal this ninth day of March,
1964.
/s/ Alice M.
Hunter
(Written
Signature)
Alice M. Hunter
(Printed
Signature)
Notary Public
My commission expires
May 16, 1964
This Instrument Prepared by Richard M. Treckelo, Attorney-at-Law,
Elkhart, Indiana.<PAGE>
ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION OF
SKYLINE HOMES, INC.
The undersigned officers of SKYLINE HOMES, INC.
(hereinafter referred to as the "Corporation"), existing pursuant to the
provisions of the Indiana General Corporation Act, as amended
(hereinafter referred to as the "Act"), desiring to give notice of
corporate action effectuating amendment of certain individual Articles
of its Articles of Incorporation, certify the following facts:
SUBDIVISION A
THE AMENDMENTS
The exact text of Article V of the Articles of Incorporation of
the Corporation, as amended (hereinafter referred to as "The
Amendments"), now are as follows:
ARTICLE V
Amount of Capital Stock
The total number of shares into which the authorized capital
stock of the Corporation is divided, is hereby changed from 825,736
shares Common Stock, having a par value of $.50 per share, to
1,325,736 shares of Common Stock, having a par value of $.25 per
share.
At the close of business on the date that these Amendments shall
become effective, each share of Common Stock, par value $.50 per
share, of the Corporation, issued and outstanding immediately prior to
the close of business on said effective date, shall be exchanged for two
(2) shares of Common Stock, par value $.25 per share, of the
Corporation.
Such exchange and conversion will be accomplished as follows:
At the close of business on said effective date, each stock
certificate issued and outstanding prior to the close of business on the
date that these Amendments shall become effective, shall, without
further action by the Corporation, or its shareholders, automatically be
converted to a Certificate for a like number of shares of Common Stock
of the same class of $.25 par value per share in partial exchange for the
$.50 par value Common Stock, and the Corporation or any Transfer
Agent for said Common Stock, shall issue to each shareholder another
stock Certificate for a like number of new shares of $0.25 par value
Common Stock to complete said exchange and conversion.
SUBDIVISION B
MANNER OF ADOPTION AND VOTE
1. Action by Directors
The Board of Directors of the Corporation, at a meeting thereof,
duly called, constituted and held on May 21, 1964, at which a quorum
of such Board of Directors was present, duly adopted a resolution
proposing to the stockholders of the Corporation, entitled to vote in
respect of the Amendments, that the provisions and terms of Article V,
of its Articles of Incorporation be amended so as to read as set forth in
the Amendments; and called a meeting of such stockholders, to be held
September 9, 1964, to adopt or reject the Amendment.
2. Action by Shareholders
The Stockholders of the Corporation entitled to vote in respect
of The Amendment, at a meeting thereof, duly called, constituted and
held on September 9, 1964, at which the holders of 436,918 shares of
the Corporation's Common Stock, par value of $.50 per share, were
present in person or by proxy, adopted the Amendment.
The number of shares entitled to vote in respect of the
Amendments, the number of shares voted in favor of the adoption of
the Amendments, and the number of shares voted against such adoption
are as follows:
561,423 shares of Common Stock, par value $.50 per share,
were entitled to vote in respect of the Amendments.
436,843 shares were voted in favor of the adoption of the
Amendments.
75 shares were voted against such adoption.
3. Compliance With Legal Requirements
The manner of the adoption of the Amendments, and the vote by
which they were adopted, constitute full legal compliance with the
provisions of the Act, the Articles of Incorporation, and the By-Laws
of the Corporation.<PAGE>
SUBDIVISION C
STATEMENT OF CHANGES MADE WITH RESPECT
TO THE
SHARES HERETOFORE AUTHORIZED
At the time and date that the Amendments shall become
effective, the authorized capital stock of this Corporation, which, prior
to such effectiveness, was divided into 825,736 shares of Common
Stock, having a par value of $.50 per share, shall be changed by the
Amendments to 1,325,736 shares of Common Stock, having a par value
of $.25 per share.
IN WITNESS WHEREOF, the undersigned officers execute
these Articles of Amendment of the Articles of Incorporation of the
Corporation, and certify to the truth of the facts herein stated, this 9th
day of September, 1964.
/s/ Arthur J.
Decio
(Written
Signature)
Arthur J. Decio
(Printed
Signature)
President of
Skyline Homes,
Inc.
(Name of
Corporation)
/s/ Richard M.
Treckelo
(Written
Signature)
Richard M.
Treckelo
(Printed
Signature)
Secretary of
Skyline Homes,
Inc.
(Name of
Corporation)<PAGE>
STATE OF INDIANA )
) SS:
COUNTY OF ELKHART )
I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify
that Arthur J. Decio, the President, and Richard M. Treckelo, the
Secretary, of Skyline Homes, Inc., the officers executing the foregoing
Articles of Amendment of Articles of Incorporation, personally
appeared before me; acknowledged the execution thereof, and swore to
the truth of the facts therein contained.
WITNESS my hand and Notarial Seal this 9th day of September,
1964.
/s/ Alice M.
Hunter
(Written
Signature)
Alice M. Hunter
(Printed
Signature)
Notary Public
My Commission Expires
May 16, 1968
This instrument prepared by Richard M. Treckelo, Attorney-at-Law,
Elkhart, Indiana.<PAGE>
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
SKYLINE HOMES, INC.
The undersigned officers of Skyline Homes, Inc. (hereinafter
referred to as the "Corporation"), existing pursuant to the provisions of
The Indiana General Corporation Act, as amended (hereinafter referred
to as the "Act"), desiring to give notice of corporate action effectuating
amendment of certain individual Articles of its Articles of
Incorporation, certify the following facts:
SUBDIVISION A
THE AMENDMENTS
The exact text of Articles I, V and VI of the Articles of
Incorporation of the Corporation, as amended (hereinafter referred to
as "The Amendments"), now is as follows:
ARTICLE I
Name
The name of the Corporation is Skyline Corporation.
ARTICLE V
Amount of Capital Stock
The total number of shares into which the authorized capital
stock of the Corporation is divided is hereby changed from 1,325,736
shares of Common Stock, having a par value of $.25 per share, to
1,700,000 shares of Common Stock, having a par value of $.25 per
share.
ARTICLE VI
Terms of Capital Stock
A. The authorized capital stock of the Corporation shall
consist of 1,700,000 shares of Common Stock, having a par value of
$.25 per share, all of one and the same class, with equal and identical
rights, privileges, powers, obligations, restrictions and voting rights.
B. No shareholder of the Corporation shall have a pre-
emptive right to purchase, subscribe for, or take any part of any stock
or any part of any notes, debentures, bonds or other securities, whether
or not convertible into, or carrying options or warrants to purchase,
stock of the Corporation hereafter issued, optioned or sold by it.
SUBDIVISION B
MANNER OF ADOPTION AND VOTE
1. Action by Direction
The Board of Directors of the Corporation, at a meeting thereof,
duly called, constituted and held on July 19, 1966, at which a quorum
of such Board of Directors was present, duly adopted a resolution
proposing to the Shareholders of the Corporation entitled to vote in
respect of The Amendments that the provisions and terms of Articles
I, V and VI of its Articles of Incorporation be amended so as to read as
set forth in The Amendments; and called a meeting of such
Shareholders, to be held August 19, 1966, to adopt or reject The
Amendments.
2. Action by Shareholders
The Shareholders of the Corporation entitled to vote in respect
of The Amendments, at a meeting thereof, duly called, constituted and
held on August 19, 1966, at which holders of 943,467 shares of the
Corporation's Common Stock, par value $.25 per share, were present
in person or by proxy, adopted The Amendments.
The number of shares entitled to vote in respect of The
Amendments, the number of shares voted in favor of the adoption of
The Amendments, and the number of shares voted against such
adoption are as follows:
1,192,092 shares of Common Stock were entitled to vote in
respect of The Amendments.
A. Article I
943,437 shares were voted in favor of the adoption of this
Amendment.
30 shares were voted against such adoption.
B. Articles V and VI
924,444 shares were voted in favor of the adoption of
these Amendments.
19,023 shares were voted against such adoption.
3. Compliance with Legal Requirements
The manner of the adoption of The Amendments, and the vote
by which they were adopted, constitute full legal compliance with the
provisions of the Act, the Articles of Incorporation, and the By-Laws
of the Corporation.
SUBDIVISION C
STATEMENT OF CHANGES MADE WITH RESPECT
TO THE
SHARES HERETOFORE AUTHORIZED
At the time and date that the Amendments shall become
effective, the authorized capital stock of this Corporation, which prior
to such effectiveness, was divided into 1,325,736 shares of Common
Stock, having a par value of $.25 per share, shall be changed by the
Amendments to 1,700,000 shares of Common Stock, having a par value
of $.25 per share.
IN WITNESS WHEREOF, the undersigned officers execute
these Articles of Amendment of the Articles of Incorporation of the
Corporation, and certify to the truth of the facts herein stated, this 19th
day of August, 1966.
/s/ Arthur J.
Decio
(Written
Signature)
Arthur J. Decio
(Printed
Signature)
President of
Skyline Homes,
Inc.
(Name of
Corporation)
/s/ Richard M.
Treckelo
(Written
Signature)
Richard M.
Treckelo
(Printed
Signature)
Secretary of
Skyline Homes,
Inc.
(Name of
Corporation)<PAGE>
STATE OF INDIANA )
) SS:
COUNTY OF ELKHART )
I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify
that Arthur J. Decio, the President, and Richard M. Treckelo, the
Secretary, of Skyline Homes, Inc., the officers executing the foregoing
Articles of Amendment of Articles of Incorporation, personally
appeared before me; acknowledged the execution thereof; and swore to
the truth of the facts therein stated.
WITNESS my hand and Notarial Seal this 19th day of August,
1966.
/s/ Alice M.
Hunter
(Written
Signature)
Alice M. Hunter
(Printed
Signature)
Notary Public
My commission expires
May 16, 1968
This Instrument Prepared by Richard M. Treckelo, Lawyer, 303 First
National Bank Building, Elkhart, Indiana.<PAGE>
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
INDIANAPOLIS, INDIANA
To Whom These Presents Come, Greeting:
Whereas, there has been presented to me at this office Articles
of Amendment in triplicate of SKYLINE HOMES, INC.
Amending Article I
Changing name to SKYLINE CORPORATION
Also amending Article V
The total number of shares into which the authorized capital stock of
the Corporation is divided is hereby changed from 1,325,736 shares of
Common Stock, having a par value of $.25 per share, to 1,700,000
shares of Common Stock, having a par value of $.25 per share.
Also amending Article VI
Said Articles of Amendment having been prepared and signed in
accordance with "An Act concerning domestic and foreign corporations
for profit, providing penalties for the violation hereof, and repealing all
laws or parts of laws in conflict herewith," approved March 16, 1929,
and Acts supplemental thereto.
Whereas, upon due examination, I find that they conform to law:
Now, therefore, I hereby certify that I have this day endorsed my
approval upon the triplicate copies of Articles so presented, and, having
received the fees required by law, in the sum of $7,498.28 have filed
one copy of the Articles in this office and returned two copies bearing
the endorsement of my approval to the Corporation.
In Witness Whereof, I have
hereunto set my hand
(Seal of the State of Indiana) and affixed the seal of the
State of Indiana, at the
City of Indianapolis, this 19th
day of August,
1966.
/s/ John S. Battarff
Secretary of State
By
Deputy<PAGE>
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
INDIANAPOLIS, INDIANA
To Whom These Presents Come, Greeting:
Whereas, there has been presented to me at this office Articles
of Amendment in triplicate of SKYLINE CORPORATION.
THE AMENDMENTS
The exact text of Articles II, V, VI and VII.
Article V
See attached sheet.
Said Articles of Amendment having been prepared and signed in
accordance with "An Act concerning domestic and foreign corporations
for profit, providing penalties for the violation hereof, and repealing all
laws or parts of laws in conflict herewith," approved March 16, 1929,
and Acts supplemental thereto.
Whereas, upon due examination, I find that they conform to law:
Now, therefore, I hereby certify that I have this day endorsed my
approval upon the triplicate copies of Articles so presented, and, having
received the fees required by law, in the sum of $16,613.00 have filed
one copy of the Articles in this office and returned two copies bearing
the endorsement of my approval to the Corporation.
In Witness Whereof, I have
hereunto set my hand
(Seal of the State of Indiana) and affixed the seal of the
State of Indiana, at the
City of Indianapolis, this 29th
day of August,
1968.
/s/ Edgar D. Whitcomb
Secretary of State
By
Deputy<PAGE>
ARTICLE V
Amount of Capital Stock
The total number of shares into which the authorized capital
stock of the Corporation is divided is hereby changed from 1,700,000
shares of Common Stock, having a par value of $.25 per share, to
5,000,000 shares of Common Stock, having a par value of 8-1/3 cents
per share.
At the close of business on the date that these Amendments shall
become effective, each share of Common Stock, par value $.25 per
share, of the Corporation, issued and outstanding immediately prior to
the close of business on said effective date, shall be exchanged for
three (3) shares of Common Stock, par value 8-1/3 cents per share of
the Corporation.
Such exchange and conversion will be accomplished as follows:
At the close of business on said effective date, each stock
certificate issued and outstanding prior to the close of business on the
date that these Amendments shall become effective, shall, without
further action by the Corporation, or its shareholders, automatically be
converted to a certificate for a like number of shares of Common Stock,
par value 8-1/3 cents per share, in partial exchange for the $.25 par
value Common Stock, and the Corporation or any Transfer Agent for
said Common Stock shall issue to each shareholder another Certificate
for the additional number of new shares of 8-1/3 cents par value
Common Stock to complete said exchange and conversion and said
three (3) - for - one (1) stock split.
ARTICLE VI
Terms of Capital Stock
A. The authorized capital stock of the Corporation shall
consist of 5,000,000 shares of Common Stock, having a par value of 8-
1/3 cents per share, all of one and the same class, with equal and
identical rights, privileges, powers, obligations, restrictions and voting
rights.
B. No shareholder of the Corporation shall have a pre-
emptive right to purchase, subscribe for or take any part of any stock
or any part of any notes, debentures, bonds or other securities, whether
or not convertible into, or carrying options or warrants to purchase
stock of the Corporation hereafter issued, optioned or sold by it.<PAGE>
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
SKYLINE CORPORATION
The undersigned officers of Skyline Corporation (hereinafter
referred to as the "Corporation"), existing pursuant to the provisions of
The Indiana General Corporation Act, as amended (hereinafter referred
to as the "Act"), desiring to give notice of corporate action effectuating
amendment of certain provisions of its Articles of Incorporation, certify
the following facts:
SUBDIVISION A
THE AMENDMENTS
The exact text of Articles II, V, VI and VII of the Articles of
Incorporation of the Corporation, as amended (hereinafter referred to
as the "Amendments"), now is as follows:
ARTICLE II
Purposes
A. To manufacture, build, construct, make and repair house
trailers and cargo trailers, and parts for same; to buy, sell, trade and
exchange, and to otherwise deal in new and used house trailers and
cargo trailers, at wholesale and at retail; and to do any and all things
legal, necessary or proper to be done for the successful conduct of the
business herein contemplated and incident to said business.
B. To make, construct, and build materials for the
construction, alteration, or repair of any and all classes of dwelling
houses, garages, outbuildings, farm buildings, commercial and
industrial buildings, and improvements of any kind and nature
whatsoever; to make, construct and build any and all classes of
cabinets, and ready-cut and pre-fabricated housing and building
materials and products.
C. To conduct and carry on the business of builders and
contractors for the purpose of building, erecting, constructing, altering,
repairing or doing any other work in connection with any and all
classes of dwelling houses, garages, outbuildings, farm buildings,
commercial and industrial buildings, and improvements of any kind and
nature whatsoever, including the locating, laying out and constructing
of road, avenues, docks, slips, sewers, bridges, wells, walls and all
classes of buildings, erections, and works, both public and private, or
integral parts thereof.
D. To buy, sell, trade and deal in, at wholesale and retail,
any and all kinds of new and second-hand building materials, and
products.
E. To acquire, purchase, own, lease and operate, and to sell,
lease or otherwise dispose of any and all machinery, appliances and
equipment necessary, convenient or incident to the conduct of the
construction business.
F. To acquire, purchase, own, sell and lease real estate.
G. To pay for any property, real or personal, this
Corporation may acquire or purchase, with shares of the capital stock,
bonds or other obligations or securities of this Corporation, or to issue
its shares of stock in exchange therefor.
H. The foregoing clauses shall be construed as powers, as
well as purposes, and the matters expressed in each clause shall, except
if otherwise provided, be in no wise limited by reference to, or
inference from the terms of any other clause, but shall be regarded as
independent powers and purposes; and the enumeration of specific
powers and purposes shall not be construed to limit or restrict in any
manner the meaning of the general terms or the general powers of the
Corporation; nor shall the expressing of one thing be deemed to
exclude another not expressed; although it be of like nature.
I. The Corporation shall be authorized to exercise and enjoy
all other powers, rights and privileges, granted by an Act of the General
Assembly of the State of Indiana, entitled "The Indiana General
Corporation Act", approved March 16, 1929, to corporations organized
thereunder, and all the powers conferred by all acts heretofore or
hereafter amendatory of, or supplemental to, the said Act or the said
laws; and the enumeration of certain powers as herein specified, is not
intended as exclusive of, or as a waiver of, any of the powers, rights or
privileges granted or conferred by said Act or the said laws now or
hereafter in force; provided, however, that the Corporation shall not, in
any State, carry on any business or exercise any powers, which a
corporation organized under the laws thereof could not carry on and
exercise.
J. To engage in all types and kinds of manufacturing, and
any other lawful act or activity for which corporations may be
organized under The Indiana General Corporation Law.
ARTICLE V
Amount of Capital Stock
The total number of shares into which the authorized capital
stock of the Corporation is divided is hereby changed from 1,700,000
shares of Common Stock, having a par value of $.25 per share, to
5,000,000 shares of Common Stock, having a par value of 8-1/3 cents
per share.
At the close of business on the date that these Amendments shall
become effective, each share of Common Stock, par value $.25 per
share, of the Corporation, issued and outstanding immediately prior to
the close of business on said effective date, shall be exchanged for
three (3) shares of Common Stock, par value 8-1/3 cents per share of
the Corporation.
Such exchange and conversion will be accomplished as follows:
At the close of business on said effective date, each stock
certificate issued and outstanding prior to the close of business on the
date that these Amendments shall become effective, shall, without
further action by the Corporation, or its shareholders, automatically be
converted to a certificate for a like number of shares of Common Stock,
par value 8-1/3 cents per share, in partial exchange for the $.25 par
value Common Stock, and the Corporation or any Transfer Agent for
said Common Stock shall issue to each shareholder another Certificate
for the additional number of new shares of 8-1/3 cents par value
Common Stock to complete said exchange and conversion and said
three (3) - for - one (1) stock split.
ARTICLE VI
Terms of Capital Stock
A. The authorized capital stock of the Corporation shall
consist of 5,000,000 shares of Common Stock, having a par value of 8-
1/3 cents per share, all of one and the same class, with equal and
identical rights, privileges, powers, obligations, restrictions and voting
rights.
B. No shareholder of the Corporation shall have a pre-
emptive right to purchase, subscribe for or take any part of any stock
or any part of any notes, debentures, bonds or other securities, whether
or not convertible into, or carrying options or warrants to purchase
stock of the Corporation hereafter issued, optioned or sold by it.
ARTICLE VII
Voting Rights of Capital Stock
All holders of record of the Common Stock of the Corporation
shall be entitled to one (1) vote for each share of such stock so held,
upon any question presented at a regular or special meeting of
shareholders.
The shareholders shall at no time have the right to accumulate
their votes and distribute them among the candidates for election to the
Board of Directors.
The Articles of Incorporation may be amended by the
affirmative vote of the holders of a majority of the Corporation's
Common Stock at the time outstanding, and entitled to vote in respect
thereof.
SUBDIVISION B
MANNER OF ADOPTION AND VOTE
1. Action by Directors
The Board of Directors of the Corporation, at a meeting thereof,
duly called, constituted and held on June 13, 1968, at which a quorum
of such Board of Directors was present, duly adopted a resolution
proposing to the Shareholders of the Corporation entitled to vote in
respect of the Amendments that the provisions and terms of Articles II,
V, VI and VII of its Articles of Incorporation be amended so as to read
as set forth in the Amendments; and called a meeting of such
Shareholders, to be held August 28, 1968, to adopt or reject the
Amendments.
2. Action by Shareholders
The Shareholders of the Corporation entitled to vote in respect
of the Amendments, at a meeting thereof, duly called, constituted and
held on August 28, 1968, at which holders of shares of the
Corporation's Common Stock, par value $.25 per share were present in
person or by proxy, adopted the Amendments.
The number of shares entitled to vote in respect of the
Amendments, the number of shares voted in favor of the Amendments,
and the number of shares voted against such adoption are as follows:
1,242,316 shares were entitled to vote in respect of the
Amendments.
A. Sub-paragraph (J), Article II:
Shares voted favor: 994,898
Shares voted against: 612
B. Articles V and VI:
Shares voted in favor: 1,017,260
Shares voted against: 120
C. Article VII:
Shares voted in favor: 1,016,040
Shares voted against: 1,340
3. Compliance with Legal Requirements
The manner of the adoption of the Amendments, and the vote by
which they were adopted, constitute full legal compliance with the
provisions of the Act, the Articles of Incorporation and the By-Laws of
the Corporation.
SUBDIVISION C
STATEMENT OF CHANGES MADE WITH
RESPECT TO THE SHARES HERETOFORE
AUTHORIZED
At the time and date that the Amendments shall become
effective, the authorized capital stock of this Corporation, which, prior
to such effectiveness, was divided into 1,700,000 shares of Common
Stock, having a par value of $.25 per share, shall be changed by the
Amendments to 5,000,000 shares of Common Stock, having a par value
of 8-1/3 cents per share. Additionally, the 1,242,316 shares of
Common Stock issued and outstanding prior to the close of business on
the effective date of the Amendments, shall be reduced in par value
from $.25 to 8-1/3 cents per share, and certificates evidencing
additional shares shall be issued pursuant to the three-for-one stock
split set forth above, of the par value of 8-1/3 cents each, so that a total
of 3,726,948 shares of Common Stock will be issued and outstanding.
IN WITNESS WHEREOF, the undersigned officers execute
these Articles of Amendment of the Articles of Incorporation of the
Corporation, and certify to the truth of the facts herein stated, this 28th
day of August, 1968.
/s/ Arthur J.
Decio
(Written
Signature)
Arthur J. Decio
(Printed
Signature)
President of
Skyline
Corporation
(Name of
Corporation)
/s/ Richard M.
Treckelo
(Written
Signature)
Richard M.
Treckelo
(Printed
Signature)
Secretary of
Skyline
Corporation
(Name of
Corporation)
STATE OF INDIANA )
) SS:
COUNTY OF ELKHART )
I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify
that Arthur J. Decio, the President, and Richard M. Treckelo, the
Secretary, of Skyline Corporation, the officers executing the foregoing
Articles of Amendment of Articles of Incorporation, personally
appeared before me; acknowledged the execution thereof; and swore to
the truth of the facts therein stated.
WITNESS my hand and Notarial Seal this 28th day of August,
1968.
/s/ Phyllis J.
Evans
(Written
Signature)
Phyllis J. Evans
(Printed
Signature)
Notary Public
My commission expires
November 4, 1968
This instrument was prepared by Richard M. Treckelo, Lawyer, 303
First National Bank Building, Elkhart, Indiana.<PAGE>
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
CERTIFICATE OF AMENDMENT
OF
SKYLINE CORPORATION
I, WILLIAM N. SALIN, Secretary of State of the State of
Indiana, hereby certify that Articles of Amendment for the above
Corporation, in the form prescribed by my office, prepared and signed
in duplicate in accordance with "An Act concerning domestic and
foreign corporations for profit, providing penalties for the violation
hereof, and repealing all laws or parts of laws in conflict herewith,"
approved March 16, 1929, and Acts supplemental thereto.
THE AMENDMENTS
The exact text of Articles V and VI.
(See Riders Attached).
Whereas, upon due examination, I find that the Articles of
Amendment conform to law, and have endorsed my approval upon the
duplicate copies of such Articles; that all fees have been paid as
required by law; that one copy of such Articles has been filed in my
office; and that the remaining copy of such Articles bearing the
endorsement of my approval and filing has been returned by me to the
Corporation.
In Witness Whereof, I have
hereunto set my hand
(Seal of the State of Indiana) and affixed the seal of the
State of Indiana, at the
City of Indianapolis, this 24th
day of September,
1969.
/s/ William N. Salin
William N. Salin, Secretary
of State
By
Deputy<PAGE>
ARTICLE V
Amount of Capital Stock
The total number of shares into which the authorized capital
stock of the Corporation is divided is hereby changed from 5,000,000
shares of Common Stock, having a par value of 8-1/3 cents per share,
to 15,000,000 shares of Common Stock, having a par value of 2.77
cents per share.
At the close of business on the date that these Amendments shall
become effective, each share of Common Stock, par value 8-1/3 cents
per share, of the Corporation, issued and outstanding immediately prior
to the close of business on said effective date, shall be exchanged for
three (3) shares of Common Stock, par value 2.77 cents per share of the
Corporation.
Such exchange and conversion will be accomplished as follows:
At the close of business on said effective date, each stock
certificate issued and outstanding prior to the close of business on the
date that these Amendments shall become effective, shall, without
further action by the Corporation, or its shareholders, automatically be
converted to a certificate for a like number of shares of Common Stock,
par value 2.77 cents per share, in partial exchange for the 8-1/3 cents
par value Common Stock, and the Corporation or any Transfer Agent
for said Common Stock shall issue to each shareholder another
Certificate for the additional number of new shares of 2.77 cents par
value Common Stock to complete said exchange and conversion and
said three (3) - for - one (1) stock split.
ARTICLE VI
Terms of Capital Stock
A. The authorized capital stock of the Corporation shall
consist of 15,000,000 shares of Common Stock, having a par value of
2.77 cents per share, all of one and the same class, with equal and
identical rights, privileges, powers, obligations, restrictions and voting
rights.
B. No shareholder of the Corporation shall have a pre-
emptive right to purchase, subscribe for or take any part of any stock
or any part of any notes, debentures, bonds or other securities, whether
or not convertible into, or carrying options or warrants to purchase
stock of the Corporation hereafter issued, optioned or sold by it.
C. Subscribers and shareholders shall be liable for the debts
of the Corporation only to the extent of any unpaid portion of their
subscriptions for shares of the Corporation or any unpaid portion of the
consideration for the issuance to them of shares of the Corporation, and
except for such liability the private property of the stockholders,
directors and officers of this Corporation shall at all times be exempt
from all corporate debts and liabilities whatsoever.<PAGE>
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
SKYLINE CORPORATION
The undersigned officers of Skyline Corporation (hereinafter
referred to as the "Corporation"), existing pursuant to the provisions of
The Indiana General Corporation Act, as amended (hereinafter referred
to as the "Act"), desiring to give notice of corporate action effectuating
amendment of certain provisions of its Articles of Incorporation, certify
the following facts:
SUBDIVISION A
THE AMENDMENTS
The exact text of Articles V and VI of the Articles of
Incorporation of the Corporation, as amended (hereinafter referred to
as the "Amendments"), now is as follows:
ARTICLE V
Amount of Capital Stock
The total number of shares into which the authorized capital
stock of the Corporation is divided is hereby changed from 5,000,000
shares of Common Stock, having a par value of 8-1/3 cents per share,
to 15,000,000 shares of Common Stock, having a par value of 2.77
cents per share.
At the close of business on the date that these Amendments shall
become effective, each share of Common Stock, par value 8-1/3 cents
per share, of the Corporation, issued and outstanding immediately prior
to the close of business on said effective date, shall be exchanged for
three (3) shares of Common Stock, par value 2.77 cents per share of the
Corporation.
Such exchange and conversion will be accomplished as follows:
At the close of business on said effective date, each stock
certificate issued and outstanding prior to the close of business on the
date that these Amendments shall become effective, shall, without
further action by the Corporation, or its shareholders, automatically be
converted to a certificate for a like number of shares of Common Stock,
par value 2.77 cents per share, in partial exchange for the 8-1/3 cents
par value Common Stock, and the Corporation or any Transfer Agent
for said Common Stock shall issue to each shareholder another
Certificate for the additional number of new shares of 2.77 cents par
value Common Stock to complete said exchange and conversion and
said three (3) - for - one (1) stock split.
ARTICLE VI
Terms of Capital Stock
A. The authorized capital stock of the Corporation shall
consist of 15,000,000 shares of Common Stock, having a par value of
2.77 cents per share, all of one and the same class, with equal and
identical rights, privileges, powers, obligations, restrictions and voting
rights.
B. No shareholder of the Corporation shall have a pre-
emptive right to purchase, subscribe for or take any part of any stock
or any part of any notes, debentures, bonds or other securities, whether
or not convertible into, or carrying options or warrants to purchase
stock of the Corporation hereafter issued, optioned or sold by it.
C. Subscribers and shareholders shall be liable for the debts
of the Corporation only to the extent of any unpaid portion of their
subscriptions for shares of the Corporation or any unpaid portion of the
consideration for the issuance to them of shares of the Corporation, and
except for such liability the private property of the stockholders,
directors and officers of this Corporation shall at all times be exempt
from all corporate debts and liabilities whatsoever.
SUBDIVISION B
MANNER OF ADOPTION AND VOTE
1. Action by Directors
The Board of Directors of the Corporation, at a meeting thereof,
duly called, constituted and held on June 2, 1969, at which a quorum
of such Board of Directors was present, duly adopted a resolution
proposing to the Shareholders of the Corporation entitled to vote in
respect of the Amendments that the provisions and terms of Articles V
and VI of its Articles of Incorporation be amended so as to read as set
forth in the Amendments; and called a meeting of such Shareholders,
to be held September 15, 1969, to adopt or reject the Amendments.
2. Action by Shareholders
The Shareholders of the Corporation entitled to vote in respect
of the Amendments, at a meeting thereof, duly called, constituted and
held on September 15, 1969, at which holders of 2,903,705 shares of
the Corporation's Common Stock, par value 8-1/3 cents per share were
present in person or by proxy, adopted the Amendments.
The number of shares entitled to vote in respect of the
Amendments, the number of shares voted in favor of the adoption of
the Amendments, and the number of shares voted against such adoption
are as follows:
Total
Shares entitle to vote: 3,762,948
Shares voted in favor: 2,902,698
Shares voted against: 1,007
3. Compliance with Legal Requirements
The manner of the adoption of the Amendments, and the vote by
which they were adopted, constitute full legal compliance with the
provisions of the Act, the Articles of Incorporation, and the By-Laws
of the Corporation.
SUBDIVISION C
STATEMENT OF CHANGES MADE WITH RESPECT
TO THE
SHARES HERETOFORE AUTHORIZED
Before giving effect to the Amendments, the authorized capital
stock of this Corporation consisted of 5,000,000 shares of Common
Stock, par value 8-1/3 cents per share. The Amendments provide for
an additional 10,000,000 shares of authorized Common Stock. After
giving effect to the Amendments, the authorized capital stock of this
Corporation shall consist of 15,000,000 shares of Common Stock, of
the par value of 2.77 cents per share.
IN WITNESS WHEREOF, the undersigned officers execute
these Articles of Amendment of the Articles of Incorporation of the
Corporation, and certify to the truth of the facts herein stated, this 16th
day of September, 1969.
/s/ Arthur J.
Decio
(Written
Signature)
Arthur J. Decio
(Printed
Signature)
President of
Skyline
Corporation
(Name of
Corporation)
/s/ Richard M.
Treckelo
(Written
Signature)
Richard M.
Treckelo
(Printed
Signature)
Secretary of
Skyline
Corporation
(Name of
Corporation)
STATE OF INDIANA )
) SS:
COUNTY OF ELKHART )
I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify
that Arthur J. Decio, the President and Richard M. Treckelo, the
Secretary, of Skyline Corporation, the officers executing the foregoing
Articles of Amendment of Articles of Incorporation, personally
appeared before me; acknowledged the execution thereof; and swore to
the truth of the facts therein stated.
WITNESS my hand and Notarial Seal this 16th day of
September, 1969.
/s/ Phyllis J.
Evans
(Written
Signature)
Phyllis J. Evans
(Printed
Signature)
Notary Public
My commission expires
November 4, 1972
This instrument was prepared by Richard M. Treckelo, Lawyer, 303
First National Bank Building, Elkhart, Indiana.
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
SKYLINE CORPORATION
Skyline Corporation (the "Corporation"), a corporation existing pursuant to
the Indiana Business Corporation Law, as amended, desiring to give notice of
corporate action amending certain provisions of its Articles of Incorporation,
sets forth the following facts:
ARTICLE I
AMENDMENT
1. The name of the Corporation is Skyline Corporation.
2. The text of the amendment adopted (the "Amendment") is as follows:
Article IX, Section One of the Articles of Incorporation of the Corporation is
amended to provide in its entirety 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.
3. This Amendment was adopted as of September 18, 1995.
ARTICLE II
MANNER OF ADOPTION AND VOTE
1. The manner of adoption and vote by which the Amendment was adopted by
the Corporation is as follows:
Action by Directors. The Board of Directors of the Corporation, as of
July 20, 1995, duly adopted resolutions approving the Amendment and
recommending and submitting the Amendment to the vote of the Shareholders.
Action by Shareholders. The Shareholders approved the amendment at the
annual meeting of the Shareholders of the Corporation on September 18, 1995.
The designation, number of outstanding shares, number of votes entitled to be
cast, number of votes represented at the meeting, the number of shares voted
in favor of the Amendment, and the number of shares voted against the
Amendment is set forth below:
Designation of shares: Common
Number of outstanding shares: 11,120,644
Number of votes entitled to be cast: 11,120,644
Number of shares voted in favor: 9,438,036
Number of shares voted against: 758,191
2. The number of votes cast for the Amendment was sufficient for approval
of the Amendment.
IN WITNESS WHEREOF, the undersigned Corporation has caused these Articles of
Amendment to be signed by a duly authorized officer this 18th day of
September, 1995.
Skyline Corporation
/s/ Ronald F. Kloska
Ronald F. Kloska,
Secretary
EXHIBIT (21)
Subsidiaries of the Registrant
Parent (Registrant) - Skyline Corporation (an Indiana Corporation)
Subsidiaries - Skyline Homes, Inc. (a California
Corporation)
- Homette Corporation (an Indiana Corporation)
- Layton Homes Corp. (an Indiana Corporation)
These wholly-owned subsidiaries are included in the consolidated
financial statements.
EXHIBIT (27)
Financial Data Schedules
A copy of the Company's Financial Data Schedules filed
electronically with the Securities and Exchange Commission with
Form 10-K will be furnished to shareholders without charge upon
written request to Ronald F. Kloska, Vice Chairman, Chief
Administration Officer and Deputy Chief Executive Officer, Skyline
Corporation, Post Office Box 743, Elkhart, Indiana 46515.<PAGE>
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0
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