<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended July 2, 1995 Commission File No. 1-11261
SONOCO PRODUCTS COMPANY
Incorporated under the laws I.R.S. Employer Identification
of South Carolina No. 57-0248420
Post Office Box 160
Hartsville, South Carolina 29551-0160
Telephone: 803-383-7000
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 and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock at July 2, 1995:
Common stock, no par value: 91,201,752
---------------------------------------
<PAGE> 2
SONOCO PRODUCTS COMPANY
INDEX
PART I. FINANCIAL INFORMATION
Consolidated Balance Sheets - July 2, 1995 and
December 31, 1994
Consolidated Statements of Income -
Three Months and Six Months Ended July 2, 1995
and July 3, 1994
Consolidated Statements of Cash Flows -
Six Months Ended July 2, 1995 and
July 3, 1994
Notes to Consolidated Financial Statements
Management's Discussion and Analysis of Financial
Condition and Results of Operations
PART II. OTHER INFORMATION
SIGNATURE
<PAGE> 3
SONOCO PRODUCTS COMPANY
CONSOLIDATED BALANCE SHEETS (unaudited)
(Dollars and shares in thousands)
<TABLE>
<CAPTION>
July 2, December 31,
1995 1994
---------- -----------
<S> <C> <C>
ASSETS
------
Current Assets
Cash and cash equivalents $ 71,073 $ 28,444
Trade accounts receivable, net of allowances 328,448 270,439
Other receivables 21,119 20,211
Inventories:
Finished and in process 114,445 86,238
Materials and supplies 133,634 121,424
Prepaid expenses 22,575 29,943
Deferred income taxes 14,973 14,012
---------- ----------
706,267 570,711
Property, Plant and Equipment, Net 816,349 763,109
Cost in Excess of Fair Value of Assets Purchased, Net 383,123 358,965
Other Assets 159,746 142,268
---------- ----------
Total Assets $2,065,485 $1,835,053
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities
Payable to suppliers $ 190,256 $ 158,098
Accrued expenses and other 98,839 83,268
Accrued wages and other compensation 20,849 30,855
Notes payable and current portion of
long-term debt 69,287 59,421
Taxes on income 25,555 17,001
---------- ----------
404,786 348,643
Long-Term Debt, Net of Current Maturities 601,585 487,959
Postretirement Benefits Other than Pensions 106,705 104,179
Deferred Income Taxes and Other 65,981 62,054
Shareholders' Equity
Serial preferred stock, no par value
Authorized 30,000 shares
Issued 3,450 shares 172,500 172,500
Common stock, no par value
Authorized 150,000 shares
Issued 96,433 shares 7,175 7,175
Capital in excess of stated value (Note 2) 171,831 60,908
Translation of foreign currencies (42,054) (46,252)
Retained earnings (Note 2) 643,021 697,299
Treasury shares at cost (1995 - 5,231
shares; 1994 - 5,179 shares*) (66,045) (59,412)
---------- ----------
Total shareholders' equity 886,428 832,218
---------- ----------
Total Liabilities and Shareholders' Equity $2,065,485 $1,835,053
========== ==========
</TABLE>
*Restated to reflect the 5% common stock dividend on June 9, 1995.
See accompanying Notes to Consolidated Financial Statements
<PAGE> 4
SONOCO PRODUCTS COMPANY
CONSOLIDATED STATEMENTS OF INCOME (unaudited)
(Dollars and shares in thousands except per share)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
----------------------- -------------------------
July 2, July 3, July 2, July 3,
1995 1994 1995 1994
-------- -------- ---------- ----------
<S> <C> <C> <C> <C>
Sales $691,726 $564,391 $1,336,868 $1,101,763
Cost of sales 540,719 442,397 1,045,522 866,160
Selling, general and administrative expenses 70,527 60,084 140,557 119,371
Interest expense 10,561 8,924 20,337 17,572
Interest income (1,195) (602) (1,690) (921)
-------- -------- ---------- ----------
Income from operations before
income taxes 71,114 53,588 132,142 99,581
Taxes on income 27,950 20,800 51,900 38,800
-------- -------- ---------- ----------
Income from operations before
equity in earnings of affiliates 43,164 32,788 80,242 60,781
Equity in earnings of affiliates 949 48 1,408 155
-------- -------- ---------- ----------
Net income 44,113 32,836 81,650 60,936
Preferred dividends (1,941) (1,941) (3,882) (3,882)
-------- -------- ---------- ----------
Net income available to
common shareholders $ 42,172 $ 30,895 $ 77,768 $ 57,054
======== ======== ========== ==========
Average common shares outstanding* 91,163 91,412 91,163 91,412
Earnings per common share*
-------------------------
Assuming no dilution $ .46 $ .34 $ .85 $ .63
======== ======== ========== ==========
Assuming full dilution $ .44 $ .33 $ .81 $ .61
======== ======== ========== ==========
Dividends per common share* $ .15 $ .133 $ .283 $ .262
======== ======== ========== ==========
</TABLE>
*1994 shares outstanding and per share data have been restated to reflect the
5% common stock dividend on June 9, 1995.
See accompanying Notes to Consolidated Financial Statements
<PAGE> 5
SONOCO PRODUCTS COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
Six Months Ended
------------------------
July 2, July 3,
1995 1994
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 81,650 $ 60,936
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation, depletion and amortization 63,790 54,882
Equity in earnings of affiliates (1,408) (155)
Deferred taxes (995) 2,997
(Gain) loss on disposition of assets (110) 1,535
Changes in assets and liabilities net of
effects from acquisitions and
foreign currency adjustments:
Accounts receivable (47,534) (42,189)
Inventories (27,616) (530)
Prepaid expenses 7,239 5,825
Payables and taxes 28,339 21,202
Other assets and liabilities (12,287) (9,857)
--------- ---------
Net cash provided by operating activities 91,068 94,646
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (84,667) (54,067)
Cost of acquisitions, exclusive of cash (50,234) (26,457)
Proceeds from the sale of assets 1,477 1,743
--------- ---------
Net cash used by investing activities (133,424) (78,781)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt 139,104 61,538
Principal repayment of debt (19,064) (28,889)
Cash dividends (29,696) (27,730)
Treasury shares acquired (12,447) (17,813)
Treasury shares issued 5,371 1,910
--------- ---------
Net cash provided (used) by financing activities 83,268 (10,984)
--------- ---------
EFFECTS OF EXCHANGE RATE CHANGES ON CASH 1,717 (3,619)
--------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS 42,629 1,262
Cash and cash equivalents at beginning of period 28,444 25,858
--------- ---------
Cash and cash equivalents at end of period $ 71,073 $ 27,120
========= =========
</TABLE>
See accompanying Notes to Consolidated Financial Statements
<PAGE> 6
SONOCO PRODUCTS COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited), continued
(Dollars in thousands)
SUPPLEMENTAL CASH FLOW DISCLOSURES:
-----------------------------------
<TABLE>
<CAPTION>
Six Months Ended
---------------------------------
July 2, July 3,
1995 1994
------- -------
<S> <C> <C>
Interest paid $17,576 $16,923
Income taxes paid $41,813 $23,746
</TABLE>
NON-CASH TRANSACTION:
---------------------
On June 9, 1995, the Company issued a 5% common stock dividend ($106,213 fair
value).
See accompanying Notes to Consolidated Financial Statements
<PAGE> 7
SONOCO PRODUCTS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 1: BASIS OF INTERIM PRESENTATION
In the opinion of the Company, the accompanying unaudited consolidated
financial statements contain all adjustments (consisting of only
normal recurring adjustments) necessary to present fairly the
financial position and results of operations for the interim periods
reported hereon. These consolidated financial statements should be
read in conjunction with the consolidated financial statements and the
notes thereto included in the Company's annual report for the fiscal
year ended December 31, 1994.
NOTE 2: DIVIDEND DECLARATIONS
On July 19, 1995, the Board of Directors declared a regular dividend
of $.15 per share payable September 8 to shareholders of record August
18, 1995. The Board also declared a dividend of $.5625 per share on
the $2.25 Series A cumulative Convertible Preferred Stock payable
November 1, 1995, to shareholders of record as of October 13, 1995.
On June 9, 1995, the Company issued a 5% common stock dividend ($106
million fair value), which was declared April 19 for all shareholders
of record May 19. All 1994 shares and per share data in the
accompanying Consolidated Financial Statements have been restated to
reflect the stock dividend. As a result of the stock dividend, the
conversion price for holders of the Company's $2.25 Series A
Cumulative Convertible Preferred Stock has been adjusted from $25.31
to $24.11 per share of common stock.
NOTE 3: ACQUISITIONS
In January 1995, the Company acquired the remaining 50% interest in
the CMB Sonoco joint venture. CMB Sonoco is a producer of composite
cans with manufacturing facilities in Manchester, U.K., and Lieven,
France. In March 1995, the Company completed the purchase of a
flexible packaging plant in Edinburgh, Indiana, that was formerly
owned by Hargro Flexible Packaging Corporation. The Edinburgh plant
manufactures packaging for the confection, snack food and
pharmaceutical markets and had sales of more than $30 million in 1994.
During the second quarter of 1995, the Company purchased three
converting operations in Brazil and a converting plant and small paper
mill in France. The Company also purchased two additional recovered
paper collection plants. The pro forma impact of these acquisitions
is not material.
<PAGE> 8
SONOCO PRODUCTS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(unaudited)
NOTE 4: FINANCIAL SEGMENT INFORMATION
The Financial Segment Information provided below should be read in
conjunction with the Management's Discussion and Analysis immediately
following the Notes to Consolidated Financial Statements.
FINANCIAL SEGMENT INFORMATION (UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
----------------------------- -------------------------------
July 2, July 3, July 2, July 3,
1995 1994 1995 1994
-------- -------- ---------- ----------
<S> <C> <C> <C> <C>
Total Revenue
Converted Products $501,536 $434,621 $ 985,172 $ 863,693
Paper 126,060 75,745 231,616 147,081
International 148,152 110,571 275,104 199,988
-------- -------- ---------- ----------
Consolidated $775,748 $620,937 $1,491,892 $1,210,762
======== ======== ========== ==========
Sales to Unaffiliated Customers
Converted Products $492,648 $427,448 $ 968,517 $ 848,875
Paper 52,275 28,910 95,908 55,438
International 146,803 108,033 272,443 197,450
-------- -------- ---------- ----------
Consolidated $691,726 $564,391 $1,336,868 $1,101,763
======== ======== ========== ==========
Operating Profit
Converted Products $ 56,320 $ 49,799 $ 107,851 $ 90,919
Paper 22,847 12,550 41,397 26,237
International 10,716 4,947 18,765 10,070
Corporate* (18,769) (13,708) (35,871) (27,645)
-------- -------- ---------- ----------
Consolidated $ 71,114 $ 53,588 $ 132,142 $ 99,581
======== ======== ========== ==========
</TABLE>
*Includes interest income, interest expense and unallocated corporate expenses.
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(UNAUDITED)
SECOND QUARTER 1995 COMPARED WITH SECOND QUARTER 1994
RESULTS OF OPERATIONS
Consolidated net sales for the second quarter of 1995 were $691.7 million, a
22.6% increase over the $564.4 million reported for the same period last year.
Net income available to common shareholders was $42.2 million, compared with
$30.9 million in 1994's second quarter. Earnings per share (assuming no
dilution) for the quarter were up 35.3% to $.46, compared with $.34 in the same
quarter last year. Fully diluted earnings per share were $.44, up from $.33 in
the second quarter of 1994. (Prior earnings per share numbers are restated to
reflect the 5% common stock dividend issued in June 1995.)
CONVERTED PRODUCTS SEGMENT
Trade sales for the converted products segment were $492.6 million, a 15.3%
increase over 1994's second-quarter sales of $427.4 million. Operating profits
were $56.3 million compared with $49.8 million in 1994. While volume slowed
in the industrial packaging businesses, it continued to increase in the
consumer businesses. These businesses kept abreast of material costs through
timely price increases.
Sales and profits were up in the tube and core business while volume decreased
somewhat in the second quarter as compared with the second quarter of 1994,
reflecting a slowdown in the domestic economy. These operations benefited from
productivity improvements and cost savings actions implemented the past few
years. Price increases that were implemented during the quarter have allowed
these operations to offset the continuing increases in raw material costs.
Volume in the composite can business improved in the second quarter led by
increases in the snack and food segments that offset decreases in the frozen
concentrate markets. This group continued to penetrate new markets, adding to
overall unit growth.
Sales and profits were up in the industrial container business led by volume
increases in both plastic drums and intermediate bulk containers. Price
increases were required in all business units to keep pace with the rising cost
of paperboard, steel and plastic resin. The volume increases, combined with
capital investment and cost reduction programs, resulted in improved earnings
in the second quarter.
Engraph's sales and profits were also up for the quarter. During this period,
the label group began consolidating, combining the various label operations
into two larger business groups to enhance cost effectiveness and better meet
customer needs. The screen printing group had a strong quarter, which included
winning a significant fleet graphics contract with the United States Postal
Service. Flexible packaging had good performance from Morrill Press and
received a boost from the first-quarter acquisition of a flexible packaging
plant in Indiana. Business in the glass cover and coaster operations remained
good, and the paperboard carton business increased over the second quarter of
last year.
<PAGE> 10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(UNAUDITED), CONTINUED
SECOND QUARTER 1995 COMPARED WITH SECOND QUARTER 1994, CONTINUED
RESULTS OF OPERATIONS, CONTINUED
Sales were up slightly in the Company's molded and extrusion plastics
businesses. Sales were also up in the Company's partitions and protective
packaging businesses. While volume was down in the Company's wire and cable
reel operation, lower fixed costs and productivity increases helped boost
profits.
The Company's plastic bag operations continued unit-volume growth. Price
increases, resulting from increased resin costs, also boosted sales. The
capacity expansion of the North Carolina production facility was completed
during the second quarter, and two other expansions are in process with one
scheduled for completion during the third quarter and the other later in the
year. In May 1994, a plastic bag competitor filed a patent infringement suit
against the Company. There were no substantive developments in this suit
during the quarter. The Company is aggressively defending its position and
believes the lawsuit is without merit.
PAPER SEGMENT
Total domestic paper sales were $126.1 million, up 66.4% from the $75.7 million
reported in the second quarter of 1994. Operating profits were $22.8 million,
an 82% increase over 1994's $12.6 million. The paper mills operated at about
96% capacity during the second quarter of 1995 as several mills took downtime
for maintenance. Also, there was some decrease in demand corresponding to the
drop in orders from the company's industrial packaging operations. Accounting
for about 20% of the quarter's profit increase was the improved pricing for
corrugating medium that is produced as a joint venture with Georgia-Pacific.
The division has also increased prices in response to the continuing increases
in the cost of recovered paper grades, especially old corrugated containers
(OCC) and old newspapers. As in the first quarter, a significant factor in the
performance of the paper segment has been the increased external sales of the
Company's Paper Stock Dealer subsidiary. This group has benefited from the
increased demand for recovered newsprint and other recovered grades of paper.
During the quarter, the Company and Weyerhaeuser announced an agreement to
share some recovered paper collection facilities and to strengthen access to
recovered paper supplies for the companies and their customers.
INTERNATIONAL SEGMENT
The Company's international operations continued strong performance through the
second quarter with sales of $146.8 million, up from $108 million in 1994.
Sales were given a strong boost by the addition of Harland, which was acquired
in June 1994, and the European consumer packaging business, which was fully
acquired in January 1995. Operating profits for the international segment were
$10.7 million, up 116.6% from $4.9 million in 1994. International performance
was led by the tube, core and paperboard business in Asia, Canada, Mexico and
Europe and the composite can business in Latin America. Volume was down
slightly in the tube business in Australia and New Zealand because of slowing
economies. The company's molded plastics operations in the Netherlands and
Germany posted a strong performance and experienced significant improvement in
volume during the second quarter.
<PAGE> 11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(UNAUDITED), CONTINUED
JUNE 1995 YEAR-TO-DATE COMPARED WITH JUNE 1994 YEAR-TO-DATE
RESULTS OF OPERATIONS
Consolidated net sales for the first six months of 1995 were $1,337 million,
compared with $1,102 million reported for the same period last year. Net
income available to common shareholders was $77.8 million in the first half of
1995, compared with $57.1 million in 1994. Earnings per share (assuming no
dilution) for the first six months were $.85 compared with $.63 in last year's
first half. Fully diluted earnings per share were $.81, up from $.61 in 1994.
(Prior earnings per share numbers are restated to reflect the 5% common stock
dividend issued in June 1995.)
On a consolidated basis, the gross profit margin increased from 21.4% for the
first six months of 1994 to 21.8% for the same period in 1995. The first six
months of 1995 were characterized by volatile raw material costs, especially in
recovered paper and plastic resins. Most operations were successful in
recovering the increased costs. While the U.S. economy has weakened the past
couple of months, it is expected to begin to strengthen later in the year. The
Company's businesses are performing at record levels and are expected to remain
strong throughout 1995.
CONVERTED PRODUCTS SEGMENT
Trade sales for the converted products segment during the first six months were
$968.5 million, a 14.1% increase over 1994's first-half sales of $848.9
million. Operating profits were $107.9 million compared with $90.9 million in
1994. The increase in sales for this segment represents both price increases
implemented to meet volatile rising raw material costs and volume increases.
Increased profits resulted from the higher prices and a variety of productivity
improvements and cost reduction programs.
PAPER SEGMENT
Total domestic paper sales were $231.6 million compared with $147.1 million in
the first half of 1994. Operating profits were $41.4 million, up 57.8% from
the $26.2 million reported for the same period in 1994. A contributing factor
to the increase in sales and profits is the improved pricing for corrugating
medium that is produced as a joint venture with Georgia-Pacific. The division
has also increased prices in response to the continuing increases in the cost
of recovered paper grades. In addition, the Paper Stock Dealer subsidiary has
benefited from the increased demand for recovered paper. During 1995 the
division has invested in programs to strengthen its access to recovered paper.
While the cost of recovered paper declined at the end of the second quarter,
the Company feels that increases in the cost of OCC are likely during the
remainder of 1995.
<PAGE> 12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(UNAUDITED), CONTINUED
JUNE 1995 YEAR-TO-DATE COMPARED WITH JUNE 1994 YEAR-TO-DATE, CONTINUED
RESULTS OF OPERATIONS, CONTINUED
INTERNATIONAL SEGMENT
Sales in the international segment were $272.4 million, up 38% from the $197.5
million reported in the first half of 1994. Operating profits were $18.8
million, compared with $10.1 million recorded for the first half of 1994. The
1995 results include the Harland acquisition, which was completed in June 1994,
and the purchase of the remaining 50% of the composite can operations in Europe
effective January 1, 1995. The strong international performance in the first
half of 1995 was led by the tube, core and paperboard business in Asia,
Canada, Mexico and Europe and the composite can business in Latin America. The
molded plastics operations in the Netherlands and Germany also experienced
significant improvement in volume during the first half of 1995.
CORPORATE
Interest income, interest expense and unallocated corporate expenses are
excluded from the operating profits by segment and are shown under Corporate.
Total expenses, net of interest income, for the corporate segment were $35.9
million, up from $27.6 million for the same period last year. Corporate
interest expense increased, reflecting higher average borrowing costs,
acquisition funding, and increased spending on capital investments. General
corporate expense is up over the first half of 1994 due to a broad-based
company-owned life insurance program. The tax advantages of this program are
reflected in the Company's effective tax rate.
LIQUIDITY AND CAPITAL RESOURCES
The Company's financial position remained strong through the first six months.
The debt to capital percentage increased to 41.5% at July 2, 1995, from 38.1%
at December 31, 1994. Debt increased in 1995 primarily as a result of
increased capital expenditures and acquisition funding. In addition, $35.1
million of 6.125% Industrial Development Revenue Bonds (IRBs) due June 1, 2025
were issued. As of July 2, 1995, the proceeds from the IRBs were invested in
marketable securities, explaining the significant increase in cash and cash
equivalents.
Working capital increased $79.4 million during the first six months of 1995
primarily due to the increases in cash equivalents, accounts receivable and
inventory, partially offset by increased payables. The increases in
receivables, inventory and payables in 1995 is a result of business growth and
price increases.
In April 1995, the Company increased the amount available under its commercial
paper program from $250 million to $300 million and increased fully committed
bank lines of credit supporting the program by a like amount.
The Company expects internally generated cash flow along with borrowings
available under its existing credit facilities to be sufficient to meet
operating and normal capital expenditure requirements.
<PAGE> 13
SONOCO PRODUCTS COMPANY
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Reference is made to Item 3 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1994.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit (3) - Articles of Incorporation
Exhibit (11) - Computation of Earnings per Share
Exhibit (27) - Financial Data Schedule (for SEC use only)
(b) There were no reports on Form 8-K filed by the
Company for the three months ended July 2, 1995.
<PAGE> 14
S O N O C O P R O D U C T S C O M P A N Y
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
SONOCO PRODUCTS COMPANY
-----------------------------------
(Registrant)
Date: August 14, 1995 By: /s/ F. T. Hill, Jr.
------------------------- --------------------------------
F. T. Hill, Jr.
Chief Financial Officer
<PAGE> 15
SONOCO PRODUCTS COMPANY
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
3 Articles of Incorporation
11 Computation of Earnings per Share
27 Financial Data Schedule (for SEC use only)
<PAGE> 1
EXHIBIT 3
[The following is an unofficial
Restatement of the Restated Articles of
Incorporation, filed on October 7, 1988,
with the Secretary of State of South
Carolina, as subsequently amended on
April 28, 1989, November 2, 1993 and
May 4, 1994, and as corrected on
August 10, 1995]
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
(RESTATED) ARTICLES OF INCORPORATION
OF
SONOCO PRODUCTS COMPANY
-----------------------------------------
(File this Form in
Duplicate Originals) This Space for Use
by
(Section 33-7-30 of 1976 Code) Secretary of State
1. The name of the corporation is SONOCO PRODUCTS COMPANY, originally known as
SOUTHERN NOVELTY COMPANY as filed on May 10, 1899.
2. The initial registered office of the corporation is North Second Street
-------------------
Street & Number
Hartsville Darlington S.C. 29550
-----------------------------------------------------------------------
City County Zip Code
and the initial registered agent at such address is Harris E. DeLoach, Jr.
3. The period of duration of the corporation shall be perpetual ( years).
4. The corporation is authorized to issue shares of stock as follows:
<TABLE>
<CAPTION>
Class of Shares Authorized No. of Each Class Par Value
----- -- ------ ---------- --- -- ---- ----- --- -----
<S> <C> <C>
Common 150,000,000 None
Preferred 30,000,000 None
</TABLE>
If shares are divided into two or more classes or if any class of shares is
divided into series within a class, the relative rights, preferences, and
limitations of the shares of each class, and of each series within a class, are
as follows:
(a) Preferred Stock. The Board of Directors is authorized,
subject to limitations prescribed by law and the provisions of this Article 4,
to provide for the issuance of the shares of Preferred Stock (including any
shares of Preferred Stock restored to the status of authorized but unissued
Preferred Stock, undesignated as to series pursuant to this Article 4(a) in one
or more series, and to establish, from time to time, the number of shares to
be included in each such series and to fix the designations, voting powers, if
any, preferences, limitations, and relative, participating, optional or other
special rights, as shall be stated and expressed in the articles of amendment
providing for the issue of such series adopted by the Board of Directors and
filed with the Secretary of State. The authority of the Board of Directors
with respect to each series of Preferred Stock shall include, but not be
limited to, determination of the following:
(i) the distinctive serial designations and the division
of shares of Preferred Stock into one or more series and the
number of shares of a particular series, which may be increased
or decreased (but not below the number of shares thereof then
outstanding) by articles of amendment authorized, executed and
filed as required by law;
(ii) the rate or amount (or the method of determining the
rate or amount) and times at which, and the preferences and
conditions under which, dividends shall be payable on shares of a
particular series, the status of such dividends as cumulative,
partially cumulative, or noncumulative, the date or dates from
which dividends, if cumulative, shall accumulate, and the status
of such series as participating or nonparticipating with shares
of other classes or series of stock;
(iii) the price or prices at which, the nature of the
consideration for which, the period or periods within which and
the terms and conditions, if any, upon which the shares of a
particular series may be redeemed, in whole or in part,
<PAGE> 2
at the option of the corporation;
(iv) the amount or amounts and rights and preferences, if
any, to which the holders of shares of a particular series are
entitled or shall have in the event of any involuntary or
voluntary liquidation, dissolution or winding up of the
corporation;
(v) the right, if any, of the holders of a particular
series or the corporation to convert or cause conversion of
shares of such series into shares of other classes or series of
stock or other securities or other property or to exchange or
cause exchange of such shares for shares of other classes or
series of stock or other securities for other property, and the
terms and conditions, if any, including the price or prices or
the rate or rates of conversion and exchange, and the terms and
conditions of adjustments, if any, at which such conversion or
exchange may be made or caused;
(vi) the obligation, if any, of the corporation to redeem,
purchase or otherwise acquire, in whole or in part, shares of a
particular series for a sinking fund or otherwise, and the terms
and conditions thereof, if any, including the price or prices
and the nature of the consideration payable for such shares so
redeemed, purchased or otherwise acquired;
(vii) the voting rights, if any, of the shares of a
particular series (in addition to those that may be required by
law), whether special, conditional, limited or unlimited,
including the number of votes per share and any requirement for
the approval by the holders of shares of all series of Preferred
Stock, or of the shares of one or more series thereof, or of
both, in an amount greater than a majority up to such amount as
is in accordance with applicable law, as a condition to
specified corporation action or amendments to the Articles of
Incorporation; and,
(viii) any other relative rights, limitations and preferences
which may be so determined by the Board of Directors to the
fullest extent permitted by the laws of the State of South
Carolina.
All shares of any particular series of Preferred Stock shall rank equally
and shall be identical as to preferences, limitations and relative rights,
except as to the date or dates from and after which dividends, if cumulative or
partially cumulative, shall accumulate. All series of Preferred Stock shall rank
equally and shall be identical as to preferences, limitations and relative
rights, except insofar as, to the extent permitted by law, they may vary with
respect to the matters which the Board of Directors is hereby expressly
authorized to determine in the articles of amendment providing for any
<PAGE> 3
particular series of Preferred Stock.
All shares of Preferred Stock shall rank senior and prior to the Common
Stock in respect of the right to receive dividends and the right to receive
payments out of the net assets of the corporation upon any involuntary or
voluntary liquidation, dissolution or winding up of the corporation. All shares
of Preferred Stock redeemed, purchased or otherwise acquired by the
corporation (including shares surrendered for conversion or exchange) shall be
cancelled and thereupon restored to the status of authorized but unissued shares
of Preferred Stock undesignated as to series.
1. DESIGNATION OF THE SERIES; RANK. The shares of such series shall be
designated as "$2.25 Series A Cumulative Convertible Preferred Stock" (the
"Series A Preferred Stock") and the number of shares constituting such series
shall be 3,450,000. The Series A Preferred Stock shall be without par value.
Such number of shares may be decreased, at any time and from time to time, by
resolution of the Board of Directors; provided that no decrease shall reduce the
number of shares of Series A Preferred Stock to a number less than that of the
shares then outstanding. The Series A Preferred Stock shall rank senior to the
common stock of the Company (the "Common Stock") and any other capital stock of
the Company ranking junior to the Series A Preferred Stock as to dividends and
upon liquidation, dissolution or winding up.
2. DIVIDENDS. (a) The holders of Series A Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of Directors out of
funds legally available therefor, cumulative annual cash dividends of $2.25 per
share, payable in arrears on the first day of February, May, August and
November, commencing February 1, 1994 (the "Dividend Payment Date"), with
respect to the quarterly period ending on the day immediately preceding such
dividend payment date. The amount of dividends payable per share for each full
dividend period shall be computed by dividing by four the $2.25 annual rate.
Dividends payable for any period other than a full dividend period shall be
calculated on the basis of a year of 360 days consisting of twelve 30-day
months. The dividends will be payable to holders of record as they appear on
the stock register of the Company on a record date fixed by the Board of
Directors, which shall in no event be more than fifty (50) days nor less than
ten (10) days prior to the Dividend Payment Date. Dividends on the Series A
Preferred Stock shall be cumulative from the date of original issuance of the
Series A Preferred Stock. Holders of the Series A Preferred Stock shall not be
entitled to any dividends,
<PAGE> 4
whether payable in cash, property or securities, in excess of the full
cumulative dividends.
Any dividend which shall not be paid on the Dividend Payment Date on
which it shall become due shall be deemed to be "past due" until such dividend
shall be paid or until the share of Series A Preferred Stock with respect to
which such dividend became due shall no longer be outstanding, whichever is the
earlier to occur. No interest or sum of money in lieu of interest shall be
payable in respect of any dividend payment or payments which are past due.
Dividends paid on shares of Series A Preferred Stock in an amount less than the
total amount of such dividends at the time accumulated and payable on such
shares shall be allocated pro rata on a share-by-share basis among all such
shares of Series A Preferred Stock at the time outstanding.
Unless full cumulative dividends on all outstanding shares of the Series
A Preferred Stock have been paid or declared and set aside for payment for all
past dividend periods: (i) no dividends -- in cash, stock or other property --
may be declared or any other distribution made upon the Common Stock or on any
other stock of the Company ranking junior to the Series A Preferred Stock as to
dividends (other than dividends or distributions in Common Stock or any other
stock of the Company ranking junior to the Series A Preferred Stock as to
dividends and upon liquidation, dissolution of winding up, dividends or
distributions of Rights (as defined in Section 7 hereof), or the issuance of
such Rights in connection with any other stock of the Company ranking
junior to or on a parity with the Series A Preferred Stock as to dividends and
upon liquidation, dissolution or winding up); (ii) no Common Stock, or any other
stock of the Company ranking junior to the Series A Preferred Stock as to
dividends or upon liquidation, dissolution or winding up, may be redeemed
pursuant to a sinking fund or otherwise or purchased or otherwise acquired for
any consideration by the Company (except by conversion of such junior stock
into, or exchange of such stock for, stock of the Company ranking junior to the
Series A Preferred Stock as to dividends and upon liquidation, dissolution or
winding up, or by redemption of the Rights for cash), provided that unless
-------- ----
prohibited by the terms of any other outstanding series of preferred stock, any
monies theretofore deposited in any sinking fund with respect to any preferred
stock of the Company in compliance with paragraph (a) of this Section 2 and the
provisions of such sinking fund may thereafter be applied to the purchase or
redemption of such preferred stock in accordance with the terms of such sinking
fund, regardless of whether at the time of such application full cumulative
dividends on all
<PAGE> 5
outstanding shares of Series A Preferred Stock through the most recent Dividend
Payment Date shall have been paid in full or declared and a sufficient sum set
apart for payment thereof.
If a dividend upon any shares of Series A Preferred Stock or any other
outstanding preferred stock of the Company ranking on a parity with the Series A
Preferred Stock as to dividends is in arrears, all dividends or other
distributions on account of such arrearage (other than dividends paid in Common
Stock or any other stock of the Company ranking junior to the Series A Preferred
Stock as to dividends and upon liquidation, dissolution or winding up) will be
declared pro rata so that the amounts of dividends per share declared on the
Series A Preferred Stock and such other series shall in all cases bear to each
other the same ratio that full cumulative dividends per share at the time on the
shares of Series A Preferred Stock and on such other series bear to each other.
(b) The Company shall not permit any subsidiary of the Company to
purchase or otherwise acquire for consideration any shares of stock of the
Company if the Company could not, under paragraph (a) of this Section 2,
purchase or otherwise acquire such shares at such time and in such manner.
3. GENERAL, CLASS AND SERIES VOTING RIGHTS. Except as provided in this
Section 3 and in Section 4 hereof, or as otherwise from time to time required by
law, the Series A Preferred Stock shall have no voting rights.
So long as any shares of Series A Preferred Stock remain outstanding,
the consent of the holders of at least two-thirds of the shares of Series A
Preferred Stock outstanding at the time (voting separately as a class together,
as to clause (i) below, with all other series of preferred stock ranking on a
parity with the Series A Preferred Stock either as to dividends or the
distribution of assets upon liquidation, dissolution or winding up and upon
which like voting rights have been conferred and are exercisable) given in
person or by proxy, either in writing or at any special or annual meeting called
for the purpose, shall be necessary to permit, effect or validate any one or
more of the following:
(i) The authorization, creation, issuance or reclassification of
authorized stock of the Company into, or authorization, creation or
issuance of any obligation or security convertible into or evidencing a
right to purchase, any shares of any class of stock of the Company
(including any class or series of preferred
<PAGE> 6
stock) ranking prior to the Series A Preferred Stock or to any other series
of preferred stock which ranks on a parity with the Series A Preferred
Stock as to dividends or upon liquidation, dissolution or winding up; or
(ii) The amendment, alteration or repeal of any of the provisions of
this Amendment or of these resolutions, whether by merger,
consolidation or otherwise, which would materially and adversely affect the
preferences, rights, powers or privileges, qualification, limitations and
restrictions of the Series A Preferred Stock; provided, however, that the
-------- -------
authorization, creation, issuance or increase in the amount of shares of
any other class or series of capital stock ranking on a parity with or
junior to the Series A Preferred Stock with respect to the payment of
dividends and the distribution of assets upon liquidation, dissolution or
winding up, shall not be deemed to materially and adversely affect such
preferences, rights, powers or privileges, qualifications, limitations and
restrictions.
The foregoing voting provisions shall not apply if, at or prior to the
time when the act with respect to which such vote would otherwise be required
shall be effected, all outstanding shares of Series A Preferred Stock shall have
been redeemed or sufficient funds shall have been deposited in trust to effect
such redemption.
4. DEFAULT VOTING RIGHTS. Whenever at any time dividends payable on
the shares of Series A Preferred Stock shall be in arrears in an amount equal to
at least six full quarterly dividends payable on shares of the Series A
Preferred Stock at the time outstanding, whether or not consecutive quarterly
dividend payment periods, the holders of the outstanding shares of Series A
Preferred Stock shall have the exclusive right (voting separately as a class
together with holders of shares of any one or more other series of preferred
stock ranking on a parity with the Series A Preferred Stock either as to
dividends or the distribution of assets upon liquidation, dissolution or winding
up and upon which like voting rights have been conferred and are exercisable) to
elect two directors of the Company for terms at the Company's next annual
meeting of shareholders (the "Preferred Stock Directors"). If the right to
elect Preferred Stock Directors shall have accrued to the holders of the Series
A Preferred Stock more than 90 days prior to the date established for the next
annual meeting of shareholders and if immediately prior to the accrual of that
right there are at least two vacancies on the full Board of Directors of the
Company, the Chairman of the Board or the President of the Company shall, within
20 days after
<PAGE> 7
delivery to the Company at its principal office of a written request for a
special meeting signed by the holders of at least 15 percent of all outstanding
shares of the Series A Preferred Stock, call a special meeting of the holders of
Series A Preferred Stock to be held within 60 days after the delivery of such
request for the purpose of electing such additional directors. At elections for
such Preferred Stock Directors, each holder of Series A Preferred Stock shall be
entitled to one vote for each share held (the holders of shares of any other
series of preferred stock ranking on a parity as aforesaid with the Series A
Preferred Stock and upon which like voting rights have been conferred and are
exercisable being entitled to such number of votes, if any, for each share of
stock held as may be granted to them).
The Preferred Stock Directors to be elected by the holders of Series A
Preferred Stock (together with any series of preferred stock ranking on a
parity as aforesaid with the Series A Preferred Stock and upon which like
Voting rights have been conferred and are exercisable) shall be in addition to
the number of directors constituting the Board of Directors of the Company
immediately prior to the accrual of that right, unless the Board of Directors is
then at its maximum size, in which case such holders shall be entitled to elect
two of such Directors at the Company's next annual meeting of shareholders.
Unless the voting rights of the holders of such stock have terminated as
provided below, such Preferred Stock Directors shall serve until their
successors are elected and qualified by the holders of Series A Preferred Stock
and any other holders of shares of preferred stock ranking as aforesaid on a
parity with the Series A Preferred Stock and upon which like voting rights have
been conferred and are exercisable.
Each Preferred Stock Director elected by the holders of shares of Series
A Preferred Stock (together with any other series of preferred stock ranking as
aforesaid on a parity with the Series A Preferred Stock and upon which like
voting rights have been conferred and are exercisable) shall continue to serve
as such director until such time as all dividends accumulated on the Series A
Preferred Stock have been paid in full, at which time, subject to the
requirements of the South Carolina Business Corporation Act of 1988, as amended,
the term of office of all persons elected
<PAGE> 8
as Preferred Stock Directors by the holders of Series A Preferred Stock
(together with any other series of preferred stock ranking on a parity with the
Series A Preferred Stock and upon which like voting rights have been conferred
and are exercisable) shall forthwith terminate and the number of members of the
Board of Directors shall be reduced accordingly. If the office of any
Preferred Stock Director elected by the holders of Series A Preferred Stock
voting as a class becomes vacant by reason of death, resignation, retirement,
disqualification, removal from office, or otherwise (other than termination
upon the payment in full of all accumulated dividends as aforesaid), the
remaining Preferred Stock Director elected by the holders of Series A Preferred
Stock (together with any other series of preferred stock ranking on a parity
with the Series A Preferred Stock and upon which like voting rights have been
conferred and are exercisable) voting as a class may choose a successor who
shall hold office for the unexpired term in respect of which such vacancy
occurred. Any Preferred Stock Director may be removed by, and shall not be
removed otherwise than by, a majority of the votes to which the holders of the
outstanding shares of Series A Preferred Stock and all other such series of
preferred stock ranking on a parity with the Series A Preferred Stock and upon
which like voting rights have been conferred and are exercisable are entitled.
Whenever the term of office of the Preferred Stock Directors elected by the
holders of Series A Preferred Stock voting as a class shall end and the special
voting powers vested in the holders of Series A Preferred Stock as provided in
this Section 4 shall have expired, the number of directors shall be such number
as may be provided for in the By-Laws or in a resolution of the Board of
Directors adopted in accordance with the By-laws.
5. REDEMPTION. The outstanding shares of Series A Preferred Stock
shall not be redeemable prior to November 8, 1996. On or after November 8,
1996, the Series A Preferred Stock may be redeemed at the option of the Company
----------------------------
at any time, in whole or in part, at a price of $51.575 per share, plus accrued
and unpaid dividends, if any, if redeemed prior to November 1, 1997 and at the
prices indicated below, plus in each case accrued and unpaid dividends, if any,
if redeemed during the 12-month period beginning November 1 of the years
indicated below:
<PAGE> 9
<TABLE>
<CAPTION>
Redemption Redemption
Year Price Year Price
------------- ------------- ------------ ------------
<S> <C> <C> <C>
1997......... $51.350 2001........ $50.450
1998......... $51.125 2002........ $50.225
1999......... $50.900 2003 and
2000......... $50.675 thereafter.. $ 50.00
</TABLE>
in each case plus accrued and unpaid dividends, if any, up to but excluding the
date fixed for redemption (subject to the right of the holder of record of
shares of Series A Preferred Stock on a record date for the payment of a
dividend on the Series A Preferred Stock to receive the dividend due on such
shares of Series A Preferred Stock on the corresponding Dividend Payment Date).
No sinking fund, mandatory redemption or other similar provision shall
apply to the Series A Preferred Stock.
If fewer than all the outstanding shares of Series A Preferred Stock are
to be redeemed, the Company will determine those to be redeemed pro rata as
nearly as practicable, by lot, or by such other method as the Board of Directors
may determine to be fair and appropriate.
Notice of any proposed redemption of shares of Series A Preferred Stock
shall be mailed by means of first class mail, postage paid, addressed to the
holders of record of the shares of Series A Preferred Stock to be redeemed, at
their respective addresses then appearing in the stock register of the Company,
not less than thirty (30) nor more than sixty (60) days prior to the date fixed
for such redemption (herein referred to as the "Redemption Date"). Each such
notice shall specify (i) the Redemption Date, (ii) the Redemption Price, (iii)
the place for payment and for delivering the stock certificate(s) and transfer
instrument(s) in order to collect the Redemption price; (iv) the shares of
Series A Preferred Stock to be redeemed and (v) the then effective Conversion
Price (as defined below) and that the right of holders of shares of Series A
Preferred Stock being redeemed to exercise their conversion right shall
terminate as to such shares at the close of business on the second business day
next preceding the Redemption Date (provided that no default by the Company in
the payment of the applicable Redemption Price (including any accrued and
unpaid dividends) shall have occurred and be continuing). Any notice mailed in
such manner shall be conclu-
<PAGE> 10
sively deemed to have been duly given whether or not such notice is in fact
received.
The holder of any shares of Series A Preferred Stock redeemed upon any
exercise of the Company's redemption right shall not be entitled to receive
payment of the Redemption Price for such shares until such holder shall cause to
be delivered to the place specified in the notice given with respect to such
redemption (i) the certificate(s) representing such shares of Series A Preferred
Stock and (ii) transfer instrument(s) satisfactory to the Company and sufficient
to transfer such shares of Series A Preferred Stock to the Company free of any
adverse interest. No interest shall accrue or be paid on the Redemption Price
of any share of Series A Preferred Stock.
On and after the Redemption Date for any share of Series A Preferred
Stock, such share shall (provided the Redemption (including any accrued and
unpaid dividends up to but excluding the Redemption Date) of such share has been
paid or properly provided for) be deemed to cease to be outstanding and all
rights of any person other than the Company in such share shall be extinguished
on the Redemption Date for such share (including all rights to receive future
dividends with respect to such share) except for the right to receive the
Redemption Price (including any accrued and unpaid dividends up to but excluding
the Redemption Date), without interest, for such share in accordance with the
provisions of this Section 5, subject to applicable escheat laws. Any interest
accrued on such funds shall be paid to the Company from time to time.
If any such notice of redemption shall have been duly given or has been
given to a bank or trust company hereinafter referred to in Section 8 with
irrevocable written instruction to promptly give or complete such notice, and if
on or before the Redemption Date all funds necessary for such redemption shall
have been deposited with such a bank or trust company, in trust for the benefit
of the holders of the shares so called for redemption, then, notwithstanding the
certificate or certificates for shares so called for redemption shall not have
been surrendered for redemption, from and after the time of such deposit all
shares so called for redemption shall be deemed to be no longer outstanding, and
all rights with respect to such shares shall forthwith terminate, except only
the right of the holders thereof to receive from such bank or trust company at
any time after the time of such deposit the funds so deposited, without
interest, on or before the date fixed for redemption, and to exercise all
privileges of conversion, if any, not theretofore expired, subject to applicable
escheat laws. Any interest accrued on such funds so held by such bank or trust
company shall be paid to the Company from time to time.
<PAGE> 11
In the event that any shares of Series A Preferred Stock shall be
converted into Common Stock pursuant to Section 7 hereof, then (i) the Company
shall not have the right to redeem such shares and (ii) any funds which shall
have been deposited for the payment of the Redemption Price for such shares
shall be returned to the Company immediately after such conversion (subject to
declared dividends payable to holders of shares of Series A Preferred Stock on
the record date for such dividends being so payable, to the extent set forth in
Section 7 hereof).
Subject to Section 2 hereof and to the following paragraph, the Company
shall have the right to purchase shares of Series A Preferred Stock in the
public market at such prices as may from time to time be available in the public
market for such shares and shall have the right at any time to acquire any
shares of Series A Preferred Stock from the owner of such shares on such terms
as may be agreeable to such owner. Shares of Series A Preferred Stock may be
acquired by the Company from any shareholder pursuant to this paragraph without
offering any other shareholder an equal opportunity to sell his stock to the
Company, and no purchase by the Company from any shareholder pursuant to this
paragraph shall be deemed to create any right on the part of any shareholder to
sell any shares of Series A Preferred Stock (or any other stock) to the Company.
Notwithstanding the foregoing provisions of this Section 5, and subject
to the provisions of Section 2 hereof, if a dividend upon any shares of Series A
Preferred Stock is past due, (i) no shares of the Series A Preferred Stock may
be redeemed, except (A) by means of a redemption pursuant to which all
outstanding shares of the Series A Preferred Stock are simultaneously redeemed,
or pursuant to which the outstanding shares of the Series A Preferred Stock are
redeemed on a pro rata basis or (B) by conversion of shares of Series A
Preferred Stock into, or exchange of such shares for, Common Stock or any other
stock of the Company ranking junior to the Series A Preferred Stock as to
dividends and upon liquidation, dissolution or winding up, and (ii) neither the
Company nor any subsidiary of the Company shall purchase or otherwise acquire
any shares of the Series A Preferred Stock, except (A) pursuant to a purchase or
exchange offer made on the same terms to all holders of the Series A Preferred
Stock or (B) by conversion of shares of Series A Preferred Stock into, or
exchange of such shares for, Common Stock or any other stock of the Company
ranking junior to the Series A Preferred Stock as to dividends and upon
liquidation, dissolution or winding up.
<PAGE> 12
6. LIQUIDATION. In the event of any voluntary or involuntary
dissolution, liquidation or winding up of the Company (for the purposes of this
Section 6, a "Liquidation"), before any distribution of assets shall be made to
the holders of Common Stock or the holders of any other stock of the Company
that ranks junior to the Series A Preferred Stock upon liquidation, dissolution
or winding up, the holder of each share of Series A Preferred Stock then
outstanding shall be entitled to be paid out of the assets of the Company
available for distribution to its shareholders, an amount equal to $50 per share
plus all dividends accrued and unpaid on such share up to the date of
distribution of the assets of the Company to the holders of Series A Preferred
Stock, and the holders of any class or series of stock ranking on a
parity with the Series A Preferred Stock as to liquidation, dissolution or
winding up shall be entitled to receive the full respective liquidation
preferences (including any premium), to which they are entitled and shall
receive all accrued and unpaid dividends with respect to their respective shares
through and including the date of distribution.
If upon any Liquidation of the Company, the assets available for
distribution to the holders of Series A Preferred Stock and any other stock of
the Company ranking on a parity with the Series A Preferred Stock upon
Liquidation which shall then be outstanding shall be insufficient to pay the
holders of all outstanding shares of Series A Preferred Stock and all other such
parity stock the full amounts (including all dividends accrued and unpaid) of
the liquidating distribution to which they shall be entitled, then the holders
of each series of such stock will share ratably in any such distribution of
assets first in proportion to their respective liquidation preferences until
such preferences are paid in full, and then in proportion to their respective
amounts of accrued but unpaid dividends. After payment of any such liquidating
preference and accrued dividends, the holders of shares of the Series A
Preferred Stock will not be entitled to any further participation in any
distribution of assets by the Company.
For purposes of this Section 6, a Liquidation shall not include (i) any
consolidation or merger of the Company with or into any other corporation, (ii)
any liquidation, dissolution, winding up or reorganization of the Company
immediately followed by reincorporation of another corporation or (iii) a sale
or other disposition of all or substantially all of the Company's assets to
another corporation unless in connection therewith the Liquidation of the
Company is specifically approved.
<PAGE> 13
The holder of any shares of Series A Preferred Stock shall not be
entitled to receive any payment owed for such shares under this Section 6 until
such holder shall cause to be delivered to the Company (i) the certificate(s)
representing such shares of Series A Preferred Stock and (ii) transfer
instrument(s) satisfactory to the Company and sufficient to transfer such shares
of Series A Preferred Stock to the Company free of any adverse interest. As in
the case of the Redemption Price, no interest shall accrue on any payment upon
Liquidation after the due date thereof.
7. CONVERSION PRIVILEGE. The holder of any share of Series A Preferred
Stock shall have the right, at such holder's option (but if such share is called
for redemption, then in respect of such share only to and including but not
after the close of business on the second business day preceding the date fixed
for such redemption, provided that no default by the Company in the payment of
the applicable Redemption Price (including any accrued and unpaid dividends)
shall have occurred and be continuing on the date fixed for such redemption), to
convert such share into that whole number of fully paid and nonassessable shares
of Common Stock equal to a fraction, the numerator of which is the liquidation
preference specified in Section 6 above (excluding accrued but unpaid dividends,
if any) of such share of Series A Preferred Stock surrendered for conversion,
and the denominator of which is the current Conversion Price per share of Common
Stock. The Conversion Price shall initially be $25.3125 per share of Common
Stock and shall be subject to adjustment as set forth below.
In order to exercise the conversion privilege, the holder of shares of
Series A Preferred Stock shall surrender the certificate(s) representing such
shares, accompanied by transfer instrument(s) satisfactory to the Company and
sufficient to transfer the Series A Preferred Stock being converted to the
Company free of any adverse interest, at any of the offices or agencies
maintained for such purpose by the Company ("Conversion Agent") and shall give
written notice to the Company at such Conversion Agent that the holder elects to
convert such shares. Such notice shall also state the name(s), together with
address(es), in which the certificate(s) for shares of Common Stock which shall
be issuable on such conversion shall be issued. As promptly as practicable
after the surrender of such shares of Series A Preferred Stock as aforesaid, the
Company shall issue and shall deliver at such Conversion Agent to such holder,
or upon such holder's written order, a certificate(s) for the number of full
shares of Common Stock issuable upon the conversion of such shares in accordance
with the provisions hereof, and any fractional interest in respect of a share of
<PAGE> 14
Common Stock arising upon such conversion shall be settled as provided below.
Balance certificates will be issued for the remaining shares of Series A
Preferred Stock in any case in which fewer than all of the shares of Series A
Preferred Stock represented by a certificate are converted. Each conversion
shall be deemed to have been effected immediately prior to the close of business
on the date on which shares of Series A Preferred Stock shall have been so
surrendered and such notice received by the Company as aforesaid, and the
person(s) in whose name(s) any certificate(s) for shares of Common Stock shall
be issuable upon such conversion shall be deemed to have become the holder(s) of
record of the Common Stock represented thereby at such time, unless the stock
transfer books of the Company shall be closed on the date on which shares of
Series A Preferred Stock are so surrendered for conversion, in which event such
conversion shall be deemed to have been effected immediately prior to the close
of business on the next succeeding day on which such stock transfer books are
open, and such person(s) shall be deemed to have become such holder(s) of record
of the Common Stock at the close of business on such later day. In either
circumstance, such conversion shall be at the Conversion Price in effect on the
date upon which such share shall have been surrendered and such notice received
by the Company.
In the case of any share of Series A Preferred Stock which is converted
after any record date with respect to the payment of a dividend on the Series A
Preferred Stock and on or prior to the next succeeding Dividend Payment Date,
the dividend due on such next succeeding Dividend Payment Date shall be payable
on such Dividend Payment Date to the holder of record of such share as of such
preceding record date notwithstanding such conversion, except that holders of
shares called for redemption on a Redemption Date between the record date and
the Dividend Payment Date will not be entitled to receive such dividend.
However, shares of Series A Preferred Stock surrendered for conversion during
the period between the close of business on any record date with respect to the
payment of a dividend on the Series A Preferred Stock next preceding any
Dividend Payment Date and the opening of business on such Dividend Payment Date
must (except in the case of shares of Series A Preferred Stock which have been
called for redemption on a Redemption Date within such period) be accompanied by
payment in funds acceptable to the Company of an amount equal to the dividend
payable on such next succeeding Dividend Payment Date on the shares of Series A
Preferred Stock being surrendered for conversion. A holder of shares of Series
A Preferred Stock on a dividend record date who (or whose transferee) tenders
any such shares for conversion
<PAGE> 15
into shares of Common Stock on the corresponding Dividend Payment Date will
receive the dividend payable by the Company on such shares of Series A Preferred
Stock on such Dividend Payment Date, and the converting holder need not include
payment of the amount of such dividend upon surrender of shares of Series A
Preferred Stock for conversion. Except as provided in this paragraph, no
payment or adjustment shall be made upon any conversion on account of any
dividends accrued on shares of Series A Preferred Stock surrendered for
conversion or on account of any dividends on the Common Stock issued upon
conversion.
No fractional shares of Common Stock will be issued, but in lieu
thereof, in the sole discretion of the Board of Directors, either (i) such
fractional interest shall be rounded up to the next whole share, or (ii) an
appropriate amount will be paid in cash by the Company, as described in Section
10 hereof. If more than one certificate representing shares of Series A
Preferred Stock shall be surrendered for conversion at one time by the same
holder, the number of full shares of Common Stock issuable upon conversion
thereof shall be computed on the basis of the aggregate number of shares of
Series A Preferred Stock represented by, such certificates, or the specified
portions thereof to be converted, so surrendered.
The Conversion Price shall be adjusted from time to time as follows:
(a) In case the Company shall pay or make a dividend or other
distribution on Common Stock of the Company in Common Stock, the Conversion
Price in effect at the opening of business on the day following the date
fixed for the determination of shareholders entitled to receive such
dividend or other distribution shall be reduced by multiplying such
Conversion Price by a fraction of which the numerator shall be the number
of shares of Common Stock outstanding at the close of business on the date
fixed for such determination and the denominator shall be the sum of such
number of shares and the total number of shares constituting such dividend
or other distribution, such reduction to become effective immediately after
the opening of business on the day following the date fixed for such
determination. For the purposes of this subsection (a), the number of
shares of Common Stock at any time outstanding shall not include shares
held in the treasury of the Company but shall include shares issuable in
respect of scrip certificates issued in lieu of fractions of shares of
Common Stock. The Company will not pay any dividend or make any
<PAGE> 16
distribution on shares of Common Stock held in the treasury of the Company.
(b) In case the Company shall issue rights or warrants to all holders
of its Common Stock entitling them (for a period expiring within 45 days
after the record date fixed for a distribution of such rights or warrants)
to subscribe for or purchase shares of Common Stock at a price per share
less than the current market price per share (determined as provided in
subsection (g) below) of Common Stock on the date fixed for the
determination of shareholders entitled to receive such rights or warrants
(other than pursuant to a dividend reinvestment plan), the Conversion Price
in effect at the opening of business on the day following the date fixed
for such determination shall be reduced by multiplying such Conversion
Price by a fraction of which the numerator shall be the number of shares of
Common Stock outstanding at the close of business on the date fixed for
such determination plus the number of shares of Common Stock which the
aggregate of the offering price of the total number of shares of Common
Stock so offered for subscription or purchase would purchase at such
current market price and the denominator shall be the number of shares of
Common Stock outstanding at the close of business on the date fixed for
such determination plus the number of shares of Common Stock so offered for
subscription or purchase, such reduction to become effective immediately
after the opening of business on the day following the date fixed for such
determination. For the purposes of this subsection (b), the number of
shares of Common Stock at any time outstanding shall not include shares
held in the treasury of the Company but shall include shares issuable in
respect of scrip certificates issued in lieu of fractions of shares of
Common Stock. The Company will not issue any rights or warrants in respect
of shares of Common Stock held in the treasury of the Company. To the
extent that shares of Common Stock are not delivered after the expiration
of such rights or warrants, the Conversion Price shall be readjusted to the
Conversion Price which would then be in effect had the adjustments made in
respect of the issuance of such rights or warrants been made on the basis
of delivery of only the number of shares of Common Stock actually
delivered.
(c) In case the outstanding shares of Common Stock shall be
subdivided into a greater number of shares of Common Stock, the Conversion
Price in effect at the opening of business on the day following the day
<PAGE> 17
upon which such subdivision becomes effective shall be proportionately
reduced, and, conversely, in case the outstanding shares of Common Stock
shall each be combined into a smaller amount of shares of Common Stock, the
Conversion Price in effect at the opening of business on the day following
the day upon which such combination becomes effective shall be
proportionately increased, such reduction or increase, as the case may be,
to become effective immediately after the opening of business on the day
following the day upon which such subdivision or combination becomes
effective.
(d) In case the Company shall, by dividend or otherwise, distribute
to all holders of its Common Stock (i) evidences of its indebtedness and/or
(ii) cash or other assets (including securities, but excluding Common Stock
and any rights or warrants referred to in subsection (b) above, dividends
or distributions in connection with the liquidation, dissolution or winding
up of the Company, dividends payable solely in cash that may from time to
time be fixed by the Board of Directors of the Company and dividends or
distributions referred to in subsection (a) above), then in each case
(unless the Company elects to reserve such evidences of indebtedness,
securities or other assets for distribution to the holders of Series A
Preferred Stock upon the conversion thereof so that any such holder
converting such shares will receive upon such conversion, in addition to
the shares of the Common Stock to which such holder is entitled, the amount
and kind of such evidences of indebtedness, securities or other assets
which such holder would have received if such holder had, immediately prior
to the record date for the distribution of the evidences of indebtedness,
securities or other assets, converted such shares of Series A Preferred
Stock into Common Stock) the Conversion Price shall be adjusted so that the
sum shall equal the price determined by multiplying the Conversion Price in
effect immediately prior to the close of business on such record date by a
fraction of which the numerator shall be the current market price per share
(determined as provided in subsection (g) below) of the Common Stock on
such record date less the then fair market value (as determined by the
Board of Directors, whose determination shall be conclusive and shall be
described in a statement filed with any Conversion Agent) of the portion of
the cash or other assets, evidences of indebtedness or securities so
distributed (and for which an adjustment to the Conversion Price has not
previously been made pursuant to the terms of this
<PAGE> 18
Section 7) applicable to one share of Common Stock and the denominator
shall be such current market price per share of the Common Stock, such
adjustment to become effective immediately prior to the opening of business
on the day following such record date. However, in the event the then fair
market value (as so determined) of the portion of the evidences of
indebtedness, securities or other assets so distributed applicable to one
share of Common Stock is equal to or greater than the current market price
of the Common Stock on such record date, in lieu of the foregoing
adjustment, adequate provision shall be made so that each holder of shares
of Series A Preferred Stock shall have the right to receive upon conversion
thereof the amount and kind of evidences of indebtedness, securities or
other assets such holder would have received had he converted such shares
on such record date. If the Board of Directors determines the fair market
value of any distribution for purposes of this subparagraph by reference to
the actual or when issued trading market for any securities comprising a
distribution of securities, it shall in doing so consider the price in such
market over the period used in computing the current market price of the
Common Stock.
The occurrence of a distribution or the occurrence of any other event
as a result of which holders of shares of Series A Preferred Stock
converting such shares into Common Stock hereunder will not be entitled to
receive rights issued pursuant to any shareholders protective rights
agreement that may be adopted by the Company (the "Rights") in the same
amount and manner as if such holders had converted such shares immediately
prior to the occurrence of such event shall be deemed a distribution of
Rights for the purposes of conversion adjustments pursuant to this
subparagraph. In lieu of making any adjustment to the Conversion Price
under this subparagraph as a result of such a distribution of Rights, the
Company may, at its option, provide that Rights shall be issuable in the
same amount and manner upon conversion of the Series A Preferred Stock
without regard to whether the shares of Common Stock issuable upon
conversion of the Series A Preferred Stock were issued before or after such
distribution or other event.
(e) In case the Company shall, by dividend or otherwise, at any time
distribute to all holders of its Common Stock cash (excluding (i) any cash
dividends on the Common Stock to the extent that the aggregate cash
dividends per share of Common Stock in any consecutive 12-month period do
not exceed the greater of (a)
<PAGE> 19
the amount per share of Common Stock of the cash dividends paid on the
Common Stock in the next preceding 12-month period, to the extent that such
dividends for the preceding 12-month period did not require an adjustment
to the Conversion Price pursuant to this subparagraph (as adjusted to
reflect subdivisions or combinations of the Common Stock) and (b) 15% of
the average daily Closing Prices (as hereinafter defined) of the Common
Stock for the ten consecutive Trading Days (as hereinafter defined)
immediately prior to the date of declaration of such dividend, (ii) any
dividend or distribution in connection with the liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary, and (iii) any
redemption of Rights issued under a rights agreement) then, in each such
case, unless the Company elects to reserve such an amount of cash for
distribution to the holders of the Series A Preferred Stock so that any
such holder converting such shares will receive upon such conversion, in
addition to the shares of the Common Stock to which such holder is
entitled, the amount of cash which such holder would have received if such
holder had, immediately prior to the record date for such distribution of
cash, converted its shares of Series A Preferred Stock into Common Stock,
the Conversion Price shall be reduced so that the same shall equal the
price determined by multiplying the Conversion Price in effect at the close
of business on such record date by a fraction of which the numerator shall
be the last reported sales price of the Common Stock on such record date
less the amount of cash so distributed (to the extent not excluded as
provided above) applicable to one share of Common Stock, and the
denominator shall be such last reported sales price of the Common Stock,
such reduction to become effective immediately prior to the opening of
business on the day following such record date; provided, however, that in
-------- -------
the event the portion of the cash so distributed applicable to one share of
Common Stock is equal to or greater than the last reported sales price of
the Common Stock on such record date, in lieu of the foregoing adjustment,
adequate provision shall be made so that each holder of shares of Series A
Preferred Stock shall thereafter have the right to receive upon conversion
the amount of cash such holder would have received had such holder
converted each share of Series A Preferred Stock on such record date. If
any adjustment is required to be made as set forth in this subparagraph as
a result of a distribution which is a dividend described in subclause (i)
of this subparagraph, such adjustment would be based upon the
<PAGE> 20
amount by which such distribution exceeds the amount of the dividend
permitted to be excluded pursuant to such subclause (i) of this
subparagraph. If an adjustment is required to be made pursuant to this
subparagraph as a result of a distribution which is not such a dividend,
such adjustment would be based upon the full amount of such distribution.
(f) In case of the consummation of a tender or exchange offer (other
than an odd-lot tender offer) made by the Company or any subsidiary of the
Company for all or any portion of the Common Stock to the extent that the
cash and value of any other consideration included in such payment per
share of Common Stock exceeds the first reported sales price per share of
Common Stock on the Trading Day next succeeding the Expiration Time (as
defined below), the Conversion Price shall be reduced so that the same
shall equal the price determined by multiplying the Conversion Price in
effect immediately prior to the last time tenders or exchanges may be made
pursuant to such tender or exchange offer (the "Expiration Time") by a
fraction of which the numerator shall be the number of shares of Common
Stock outstanding (including any tendered or exchanged shares) on the
Expiration Time multiplied by the first reported sales price of the Common
Stock on the Trading Day next succeeding the Expiration Time, and the
denominator shall be the sum of (A) the fair market value (determined by
the Board of Directors, whose determination shall be conclusive and
described in a resolution of the Board of Directors) of the aggregate
consideration payable to shareholders based on the acceptance (up to any
maximum specified in the terms of the tender or exchange offer) of all
shares validly tendered or exchanged and not withdrawn as of the Expiration
Time (the shares deemed so accepted, up to any such maximum, being referred
to as the "Purchased Shares") and (B) the product of the number of shares
of Common Stock outstanding (less any Purchased Shares) on the Expiration
Time and the first reported sales price of the Common Stock on the Trading
Day next succeeding the Expiration Time, such reduction to become effective
immediately prior to the opening of business on the day following the
Expiration Time.
(g) For the purpose of any computation under this Section 7, the
current market price per share of Common Stock on any day shall be deemed
to be the average of the daily Closing Prices (as hereinafter defined) per
share of Common Stock for the ten consecutive Trading Days prior to and
including the date in question;
<PAGE> 21
provided, however, that (1) if the "ex" date (as hereinafter defined) for
-------- -------
any event (other than the issuance, distribution or Fundamental Change
requiring such computation) that requires an adjustment to the Conversion
Price pursuant to this Section 7 occurs during such ten consecutive Trading
Days and prior to the "ex" date for the issuance, distribution or
Fundamental Change requiring such computation, the Closing Price for each
Trading Day prior to the "ex" date for such other event shall be adjusted
by multiplying such Closing Price by the same fraction by which the
Conversion Price is so required to be adjusted as a result of such other
event, (2) if the "ex" date for any event (other than the issuance,
distribution or Fundamental Change requiring such computation) that
requires an adjustment to the Conversion Price pursuant to such
subparagraphs hereof occurs on or after the "ex" date for the issuance,
distribution or Fundamental Change requiring such computation and on or
prior to the date in question, the Closing Price for each Trading Day on
and after the "ex" date for such other event shall be adjusted by
multiplying such Closing Price by the reciprocal of the fraction by which
the Conversion Price is so required to be adjusted as a result of such
other event (provided that in the event that such fraction is required to
be determined at a date subsequent to the date in question and with
reference to events taking place subsequent to the date in question, the
Board of Directors of the Company or, to the extent permitted by applicable
law, a duly authorized committee thereof, whose determination shall be
conclusive and described in a resolution of the Board of Directors or such
duly authorized committee thereof, as the case may be, shall estimate such
fraction based on assumptions it deems reasonable regarding such events
taking place subsequent to the date in question, and such estimated
fraction shall be used for purposes of such adjustment until such time as
the actual fraction by which the Conversion Price is so required to be
adjusted as a result of such other event is determined), and (3) if the
"ex" date for the issuance, distribution or Fundamental Change requiring
such computation is on or prior to the date in question, after taking into
account any adjustment required pursuant to clause (1) or (2) of this
proviso, the Closing Price for each Trading Day on or after such "ex" date
shall be adjusted by adding thereto the amount of any cash and the fair
market value (as determined by the Board of Directors or, to the extent
permitted by applicable law, a duly authorized committee thereof in a
manner consistent with any
<PAGE> 22
determination of such value for purposes of the subparagraphs of this
Section 7, whose determination shall be conclusive and described in a
resolution of the Board of Directors or such duly authorized committee
thereof, as the case may be) of the evidences of indebtedness, shares of
capital stock or assets being distributed applicable to one share of Common
Stock as of the close of business an the day before such "ex" date. For
purposes of this paragraph, the term "ex" date, (1) when used with respect
to any issuance, distribution or Fundamental Change, means the first date
on which the Common Stock trades regular way on the relevant exchange or in
the relevant market from which the Closing Price was obtained without the
right to receive such issuance, such distribution or the cash, securities,
property or other assets distributable in such Fundamental Change to
holders of the Common Stock, (2) when used with respect to any subdivision
or combination of shares of Common Stock, means the first date on which the
Common Stock trades regular way on such exchange or in such market after
the time at which such subdivision or combination becomes effective, and
(3) when used with respect to any tender or exchange offer means the first
date on which the Common Stock trades regular way on such exchange or in
such market after the Expiration Time of such offer.
(h) No adjustment in the Conversion Price shall be required pursuant
to this Section 7 unless the adjustment would require a change of at least
1% of such price; provided, however, that any adjustments which by reason
-------- -------
of this subsection are not required to be made shall be carried forward and
taken into account in any subsequent adjustment. All calculations shall be
made to the nearest cent or to the nearest 1/100th of a share, as the case
may be. The Board of Directors of the Company from time to time may, to
the extent permitted by law, reduce the Conversion Price by any amount for
any period of at least 20 days, in which case the Company shall give at
least 15 days' notice of such reduction. In addition, the Company may, at
its option, make such reductions in the Conversion Price in addition to
those set forth in this Section 7, as it considers to be advisable in order
to avoid or diminish any income tax to any holders of shares of Common
Stock resulting from any dividend or distribution of stock or issuance of
rights or warrants to purchase or subscribe for stock or from any event
treated as such for income tax purposes or for any other reasons. The
Company shall have the power to resolve any ambiguity or
<PAGE> 23
correct any error with regard to the preceding sentence and its actions in
so doing shall be final and conclusive. Notwithstanding anything to the
contrary within this Section 7, the Conversion Price shall not be less than
the greater of $1.00 or the par value, if any, per share of the Common
Stock. In the event an adjustment provided for herein would result in a
Conversion Price of less than $1.00 or the par value, if any, such adjusted
Conversion Price shall be such greater amount per share.
Whenever the Conversion Price is adjusted as herein provided, (i) the
Company shall promptly file with any Conversion Agent a Certificate of a
duly authorized officer of the Company or of a firm of independent public
accountants setting forth the Conversion Price after such adjustment and
setting forth a brief statement of the facts requiring such adjustment, and
the manner of computing the same, which certificate, if of a firm of
independent public accountants, shall be conclusive evidence of the
correctness of such adjustment, and (ii) a notice stating that the
Conversion Price has been adjusted and setting forth the adjusted
Conversion Price shall forthwith be given by the Company to any Conversion
Agent and mailed by the Company to each holder of shares of Series A
Preferred Stock at such holder's last address as the same appears on the
books of the Company.
In any case in which this Section 7 provides that an adjustment shall
become effective immediately after a record date for an event, the Company
may defer until the occurrence of such event (A) issuing to the holder of
any share of Series A Preferred Stock converted after such record date and
before the occurrence of such event the additional shares of Common Stock
issuable upon such conversion by reason of the adjustment required by such
event over and above the Common Stock issuable upon such conversion before
giving effect to such adjustment and (B) paying to such holder any amount
in cash in lieu of any fractional shares pursuant to this Section 7.
For purposes of this Section 7, "Common Stock" includes any stock of
any class of the Company which has no preference in respect of dividends or
of amounts payable in the event of any voluntary or involuntary
liquidation, dissolution or winding-up of the Company and which is not
subject to redemption by the Company. However, subject to the provisions of
this Section 7,
<PAGE> 24
shares issuable on conversion of shares of Series A Preferred Stock shall
include only shares of the class designated as Common Stock of the Company
on the date of the initial issuance of Series A Preferred Stock by the
Company, or shares of any class or classes resulting from any
reclassification or reclassifications thereof and which have no preference
in respect of dividends or of amounts payable in the event of any voluntary
or involuntary liquidation, dissolution or winding up of the Company and
which are not subject to redemption by the Company; provided that if at any
time there shall be more than one such resulting class, the shares of each
such class then so issuable shall be substantially in the proportion which
the total number of shares of such class resulting from all such
reclassifications bears to the total number of shares of all such classes
resulting from all such reclassifications.
In case:
(i) the Company shall declare a dividend (or any other
distribution) on its Common Stock that would cause an adjustment to
the Conversion Price of the Series A Preferred Stock pursuant to the
terms of any of the subsections above (including such an adjustment
that would occur but for the terms of the first sentence of subsection
(h) above); or
(ii) the Company shall authorize the granting to the holders of
its Common Stock generally of rights or warrants (for a period
expiring within 45 days after the record date fixed for a distribution
of such rights and warrants) to subscribe for or purchase any shares
of capital stock of any class or of any other rights; or
(iii) the outstanding shares of Common Stock shall be subdivided
into a greater number of shares of Common Stock or combined into a
smaller number of shares of Common Stock; or
(iv) of any reclassification of the Common Stock of the Company
(other than a subdivision or combination of its outstanding shares of
Common Stock), or of any consolidation, merger or share exchange to
which the Company is a party and for which approval of any
shareholders of the Company is required, or of the sale or transfers
of all or
<PAGE> 25
substantially all of the assets of the Company or a compulsory share
exchange; or
(v) of the voluntary or involuntary dissolution, liquidation or
winding up of the Company;
then the Company shall cause to be filed with any Conversion Agent, and
shall cause to be mailed to all holders of shares of Series A Preferred
Stock at each such holder's last address as the same appears on the books
of the Company, at least 20 days prior to the applicable record or
effective date hereinafter specified, a notice stating (A) the date on
which a record is to be taken for the purpose of such dividend,
distribution, rights or warrants, or, if a record is not to be taken, the
date as of which the holders of Common Stock of record to be entitled to
such dividend, distribution, rights or warrants are to be determined, or
(B) the date on which such reclassification, consolidation, merger, share
exchange, sale, transfer, dissolution, liquidation or winding up is
expected to become effective, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their
shares of Common Stock for securities, cash or other property deliverable
upon such reclassification, consolidation, merger, share exchange, sale,
transfer, dissolution, liquidation or winding up. Neither the failure to
give such notice nor any defect therein shall affect the legality or
validity of the proceedings described in clauses (i) through (v) above.
The Company will pay any and all documentary stamp or similar issue or
transfer taxes payable in respect of the issue or delivery of shares of Common
Stock on conversions of shares of Series A Preferred Stock pursuant hereto;
provided, however, that the Company shall not be required to pay any tax which
may be payable in respect of any transfer involved in the issue or delivery of
shares of Common Stock in a name other than that of the holder of the shares of
Series A Preferred Stock to be converted and no such issue or delivery shall be
made unless and until the person requesting such issue or delivery has paid to
the Company the amount of any such tax or has established, to the satisfaction
of the Company, that such tax has been paid.
The Company covenants that all shares of Common Stock which may be
delivered upon conversions of shares of Series A Preferred Stock will upon
delivery be duly and
<PAGE> 26
validly issued and fully paid and nonassessable, free of all liens and charges
and not subject to any preemptive rights.
The Company covenants that it will at all times reserve and keep
available, free from preemptive rights, out of the aggregate of its authorized
but unissued shares of Common Stock, a sufficient number of shares of Common
Stock for the purpose of effecting conversions of shares of Series A Preferred
Stock not theretofore converted. For purposes of this reservation of Common
Stock, the number of shares of Common Stock which shall be deliverable upon the
conversion of all outstanding shares of Series A Preferred Stock shall be
computed as if at the time of computation all outstanding shares of Series A
Preferred Stock were held by a single holder. The issuance of shares of Common
Stock upon conversion of shares of Series A Preferred Stock is hereby authorized
in all respects.
If any shares of Common Stock required to be reserved for purposes of
conversion of the Series A Preferred Stock hereunder require registration with
or approval of any governmental authority under any Federal or State law before
such shares may be issued upon conversion, the Company will in good faith and as
expeditiously as possible endeavor to cause such shares to be duly registered or
approved, as the case may be. If the Common Stock is listed on the New York
Stock Exchange, the NASDAQ Stock Market ("Nasdaq") or any other national
securities exchange, the Company will, in good faith and as expeditiously as
possible, endeavor, if permitted by the rules of such exchange or system, to
list and keep listed on such exchange or system, upon official notice of
issuance, all shares of Common Stock issuable upon conversion of the Series A
Preferred Stock.
Notwithstanding the provisions in this Section 7, the issuance of any
shares of Common Stock pursuant to any plan providing for the reinvestment of
dividends or interest payable on securities of the Company and the investment of
additional optional amounts in shares of Common Stock under any such plan
(whether any such plan is now or hereafter authorized), or the issuance of any
shares of Common Stock or options or rights to purchase such shares pursuant to
any employee benefit plan or program of the Company or any subsidiary (whether
any such plan or program is now or hereafter authorized), or pursuant to any
option, warrant, right or exercisable, exchangeable or convertible security
outstanding as of the date the Series A Preferred Stock was first designated,
shall not be deemed to constitute an issuance of Common
<PAGE> 27
Stock or exercisable, exchangeable or convertible securities by the Company to
which any of the adjustment provisions described above applies. There shall be
no adjustment of the Conversion Price in case of the issuance of any stock (or
securities convertible into or exchangeable for stock) of the Company except as
described in this Section 7. Except as expressly set forth in this Section 7, if
any action would require adjustment of the Conversion Price pursuant to more
than one of the provisions described above, only one adjustment shall be made
and such adjustment shall be the amount of adjustment which has the highest
absolute value.
In the event that the Company shall be a party to any transaction
constituting a recapitalization, reclassification, consolidation, merger, sale,
transfer of all or substantially all of its assets or share exchange (including
without limitation any (i) recapitalization or reclassification of shares of the
Common Stock (other than a change from no par value to par value, or from par
value to no par value, or as a result of a subdivision or combination of the
Common Stock)), (ii) any consolidation of the Company with, or merger of the
Company into, any other corporation, any merger of another corporation into the
Company as a result of which holders of Common Stock shall be entitled to
receive securities or other property or assets (including cash) with respect to
or in exchange for the Common Stock (other than a merger which does not result
in a reclassification, conversion, exchange or cancellation of outstanding
shares of Common Stock of the Company), (iii) any sale or transfer of all or
substantially all of the assets of the Company, or (iv) any compulsory share
exchange, pursuant to any of which the holders of Common Stock shall be entitled
to receive other securities, cash or other property), then appropriate provision
shall be made as part of the terms of such transaction so that the holder of
each share of Series A Preferred Stock then outstanding shall have the right
thereafter to convert such share only into (1) in the case of a Non-Stock
Fundamental Change (as hereinafter defined) and subject to funds being legally
available for such purpose under applicable law at the time of such conversion,
the kind and amount of securities, cash and other property that would have been
receivable upon such recapitalization, reclassification, consolidation, merger,
sale, transfer or share exchange by a holder of the number of shares of Common
Stock into which such share of Series A Preferred Stock might have been
converted immediately prior to such recapitalization, reclassification,
consolidation, merger, sale, transfer or share exchange, after giving effect to
any adjustment in the Conversion Price required by the provisions which follow,
and (2) in the case of a Common
<PAGE> 28
Stock Fundamental Change (as hereinafter defined), common stock of the kind
received by holders of Common Stock as a result of such Common Stock Fundamental
Change in an amount determined pursuant to the provisions of this Section 7. The
company formed by such consolidation or resulting from such merger or which
acquires such assets or which acquires the Company's shares, as the case may be,
shall make provisions in its certificate or articles of incorporation or other
constituent document to establish such right. Such certificate or articles of
incorporation or other constituent document shall provide for adjustments which,
for events subsequent to the effective date of such certificate or articles of
incorporation or other constituent document, shall be as nearly equivalent as
may be practicable to the adjustments provided for in this Section 7. The above
provisions shall similarly apply to successive recapitalizations,
reclassifications, consolidations, mergers, sales, transfer or share exchanges.
Notwithstanding any other provisions in this Section 7 to the contrary,
if any Fundamental Change (as hereinafter defined) occurs, then the Conversion
Price in effect will be adjusted immediately following such Fundamental Change
as described below. In addition, in the event of a Common Stock Fundamental
Change, each share of Series A Preferred Stock shall be convertible solely into
Common Stock of the kind received by holders of Common Stock as the result of
such Common Stock Fundamental Change.
For purposes of calculating any adjustment to be made pursuant to this
Section 7 in the event of a Fundamental Change, immediately following such
Fundamental Change (and for such purposes a Fundamental Change shall be deemed
to occur on the earlier of (a) the occurrence of such Fundamental Change and (b)
the date, if any, fixed for determination of shareholders entitled to receive
the cash, securities, property or other assets distributable in such Fundamental
Change to holders of the Common Stock):
(i) in the case of a Non-Stock Fundamental Change, the Conversion
Price per share of Common Stock shall be the lower of (A) the Conversion
Price in effect immediately prior to such Non-Stock Fundamental Change, but
after giving effect to any other adjustments effected pursuant to this
Section 7, and (B) the product of (1) the greater of the Applicable Price
(as hereinafter defined) and the applicable Reference Market Price (as
hereinafter defined) and (2) a fraction, the numerator of which shall be
$50 and the denominator of which shall be the amount at which one share of
Series A Preferred Stock would be redeemed by
<PAGE> 29
the Company if the redemption date were the date of such Non-Stock
Fundamental Change (such denominator being the sum of (1) the redemption
price set forth in the table contained in Section 5(a) above, or if the
Non-Stock Fundamental Change occurs during the period commencing on the
date of original issue of the Series A Preferred Stock and ending October
31, 1994, and for the 12-month periods commencing November 1, 1994 and
November 1, 1995, and for the period commencing November 1, 1996 and ending
November 7, 1996, $52.250, $52.025, $51.800 and $51.575, respectively,
and (2) any accrued and unpaid dividends on the Series A Preferred Stock,
whether or not declared, to but excluding the date of such Non-Stock
Fundamental Change); and
(ii) in the case of a Common Stock Fundamental Change, the Conversion
Price per share of Common Stock shall be the Conversion Price in effect
immediately prior to such Common Stock Fundamental Change, but after giving
effect to any other adjustments effected pursuant to this Section 7,
multiplied by a fraction, the numerator of which is the Purchaser Stock
Price (as hereinafter defined) and the denominator of which is the
Applicable Price; provided, however, that in the event of a Common Stock
-------- -------
Fundamental Change in which (A) 100% of the value of the consideration
received by a holder of Common Stock is common stock of the successor,
acquiror or other third party (and cash, if any, paid with respect to any
fractional interests in such common stock resulting from such Common Stock
Fundamental Change and (B) all of the Common Stock shall have been
exchanged for, converted into or acquired for common stock (and cash, if
any, with respect to fractional interests) of the successor, acquiror or
other third party, the Conversion Price per share of Common Stock
immediately following such Common Stock Fundamental Change shall be the
Conversion Price in effect immediately prior to such Common Stock
Fundamental Change multiplied by a fraction, the numerator of which is one
(1) and the denominator of which is the number of shares of common stock of
the successor, acquiror, or other third party received by a holder of one
share of Common Stock as a result of such Common Stock Fundamental Change.
The following definitions shall apply to terms used in this Section 7:
(a) "Applicable Price" shall mean (i) in the event of a Non-Stock
Fundamental Change in which the
<PAGE> 30
holders of the Common Stock receive only cash, the amount of cash received
by the holder of one share of Common Stock and (ii) in the event of any
other Non-Stock Fundamental Change or any Common Stock Fundamental Change,
the average of the Closing Prices for one share of the Common Stock during
the ten Trading Days immediately prior to the record date for the
determination of the holders of Common Stock entitled to receive cash,
securities, property or other assets in connection with such Non-Stock
Fundamental Change or Common Stock Fundamental Change or, if there is no
such record date, prior to the date upon which the holders of the Common
Stock shall have the right to receive such cash, securities, property or
other assets. The Closing Price on any Trading Day may be subject to
adjustment as provided in this Section 7.
(b) "Closing Price" with respect to any securities on any day shall
mean the closing sale price, regular way, on such day or, in case no such
sale takes place on such day, the average of the reported closing bid and
asked prices, regular way, in each case on Nasdaq or, if such security is
not listed or admitted to trading on such Exchange, on the principal
national securities exchange or quotation system on which such security is
quoted or listed or admitted to trading or, if not quoted or listed or
admitted to trading on any national securities exchange or quotation
system, the average of the closing bid and asked prices of such security
on the over-the-counter market on the date in question as reported by the
National Quotation Bureau Incorporated, or a similarly generally accepted
reporting service, or if not so available, in such manner as furnished by
any New York Stock Exchange member firm selected from time to time by the
Board of Directors of the Company for that purpose or a price determined
in good faith by the Board of Directors of the Company. The Closing Price
on any Trading Day may be subject to adjustment as provided in this
Section 7.
(c) "Common Stock Fundamental Change" shall mean any Fundamental
Change in which more than 50% of the value (as determined in good faith by
the Board of Directors of the Company or, to the extent permitted by
applicable law, a duly authorized committee thereof) of the consideration
received by the holders of Common Stock pursuant to such transaction
consists of common stock that, for the ten consecutive Trading Days
immediately prior to such Fundamental Change, has been admitted for listing
or admitted for listing subject to
<PAGE> 31
notice of issuance on a national securities exchange or quoted on
Nasdaq; provided, however, that a Fundamental Change shall not be a
-------- -------
Common Stock Fundamental Change unless either (i) the Company continues to
exist after the occurrence of such Fundamental Change and the outstanding
shares of Series A Preferred Stock continue to exist as outstanding shares
of Series A Preferred Stock, or (ii) not later than the occurrence of such
Fundamental Change, the outstanding shares of Series A Preferred Stock are
converted into or exchanged for shares of convertible preferred stock of a
corporation succeeding to the business of the Company, which convertible
preferred stock has powers, preferences and relative, participating,
optional or other rights, and qualifications, limitations and restrictions
substantially similar to those of the Series A Preferred Stock.
(d) "Fundamental Change" shall mean the occurrence of any transaction
or event or series of transactions or events pursuant to which all or
substantially all of the Common Stock shall be exchanged for, converted
into, acquired for or constitutes solely the right to receive cash,
securities, property or other assets (whether by means of an exchange
offer, liquidation, tender offer, consolidation, merger, combination,
reclassification, recapitalization or otherwise); provided, however, in the
-------- -------
case of a plan involving more than one such transaction or event, for
purposes of adjustment of the Conversion Price, such Fundamental Change
shall be deemed to have occurred when substantially all of the Common Stock
of the Company has been exchanged for, converted into, or acquired for or
constitutes solely the right to receive cash, securities, property or other
assets, but the adjustment shall be based upon the consideration which the
holders of Common Stock received in such transaction or event as a result
of which more than 50% of the Common Stock of the Company shall have been
exchanged for, converted into, or acquired for or shall constitute solely
the right to receive cash, securities, property or other assets; provided,
--------
further, that such term does not include (i) any transaction or event in
-------
which the Company and/or any of its subsidiaries are the issuers of all the
cash, securities, property or other assets exchanged, acquired or otherwise
issued in such transaction or event, or (ii) any transaction or event in
which the holders of Common Stock receive securities of an issuer other
than the Company if, immediately following such transaction or event, those
holders hold a majority of the securities having the power to vote
<PAGE> 32
normally in the election of directors of such other issuer outstanding
immediately following such transaction or other event.
(e) "Non-Stock Fundamental Change" shall mean any Fundamental Change
other than a Common Stock Fundamental Change.
(f) "Purchaser Stock Price" shall mean, with respect to any Common
Stock Fundamental Change, the average of the Closing Prices for one share
of the common stock received by holders of Common Stock in such Common
Stock Fundamental Change during the ten Trading Days immediately prior to
the record date for the determination of the holders of Common Stock
entitled to receive such common stock or, if there is no such record date,
prior to the date upon which the holders of the Common Stock shall have the
right to receive such common stock. The Closing Price on any Trading Day
may be subject to adjustment as provided in this Section 7.
(g) "Reference Market Price" shall initially mean $13.50 (which is an
amount equal to 66 2/3% of the last reported sales price for the Common
Stock on Nasdaq on October 26, 1993) and, in the event of any
adjustment to the Conversion Price other than as a result of a Fundamental
Change, the Reference Market Price shall also be adjusted so that the ratio
of the Reference Market Price to the Conversion Price after giving effect
to any such adjustment shall always be the same as the ratio of $13.50 to
the initial Conversion Price set forth in this Section 7.
(h) "Trading Day" shall mean (A) if the applicable security is listed
or admitted for trading on the New York Stock Exchange or another national
securities exchange, a day on which the New York Stock Exchange or such
other national securities exchange is open for business or (B) if the
applicable security is quoted on Nasdaq, a day on which trades may be made
on such National Market System or (C) if the applicable security is not
otherwise listed, admitted for trading or quoted, any day other than a
Saturday or Sunday or on a day on which banking institutions in the State
of New York are authorized or obligated by law or executive order to close.
8. PAYMENTS. The Company may provide funds for any payment of the
--------
Redemption Price prior to the Redemption Date for any shares of Series A
Preferred Stock or any
<PAGE> 33
amount distributable with respect to any Series A Preferred Stock under Section
6 hereof by depositing such funds with a bank or trust company selected by the
Company having a net worth of at least $100,000,000 and having its principal
place of business in New York, New York, Charlotte or Winston-Salem, North
Carolina, or Atlanta, Georgia, in trust for the benefit of the holders of such
shares of Series A Preferred Stock under arrangements providing irrevocably for
payment upon satisfaction of any conditions to such payment by the holders of
such shares of Series A Preferred Stock which shall reasonably be required by
the Company. Except as otherwise provided in Section 5 (seventh paragraph), the
Company shall be entitled to make any deposit of funds contemplated by this
Section 8 under arrangements designed to permit such funds to generate interest
or other income for the Company, and the Company shall be entitled to receive
all interest and other income earned by any funds while they shall be deposited
as contemplated by this Section 8, provided that the Company shall maintain on
deposit funds sufficient to satisfy all payments which the deposit arrangement
shall have been established to satisfy. If the conditions precedent to the
disbursement of any funds deposited by the Company pursuant to Section 5 or this
Section 8 shall not have been satisfied within two years after the
establishment of such funds, then (i) such funds shall be returned to the
Company upon its request; (ii) after such return, such funds shall be free of
any trust which shall have been impressed upon them; (iii) the person entitled
to the payment for which such funds shall have been originally intended shall
have the right to look only to the Company for such payment, subject to
applicable escheat laws; and (iv) the trustee which shall have held such funds
shall be relieved of any responsibility for such funds upon the return of such
funds to the Company.
Any payment which may be owed for the payment of the Redemption Price
for any shares of Series A Preferred Stock pursuant to Section 5 hereof or the
payment of any amount distributable with respect to any shares of Series A
Preferred Stock under Section 6 hereof shall be deemed to have been "paid or
properly provided for" upon the earlier to occur of: (i) the date upon which
funds sufficient to make such payment shall be deposited in a manner
contemplated by the preceding paragraph or (ii) the date upon which a check
payable to the person entitled to receive such payment shall be delivered to
such person or mailed to such person at either the address of such person then
appearing on the books of the Company or such other address as the Company shall
deem reasonable.
<PAGE> 34
9. STATUS OF REACQUIRED SHARES OF SERIES A PREFERRED STOCK. Shares of
-------------------------------------------------------
Series A Preferred Stock issued and reacquired by the Company (including,
without limitation, shares of Series A Preferred Stock which have been redeemed
pursuant to the terms of Section 5 hereof and shares of Series A Preferred Stock
which have been converted into shares of Common Stock) shall have the status of
authorized and unissued shares of preferred stock, undesignated as to series,
subject to later issuance.
10. FRACTIONAL SHARES. In the event the holder of Series A Preferred
-----------------
Stock shall be entitled to receive a fractional interest in a share of Series A
Preferred Stock or a fractional interest in a share of Common Stock, except as
otherwise provided herein, the Company shall either, in the sole discretion of
the Board of Directors, (i) round such fractional interest up to the next whole
share of Series A Preferred Stock or Common Stock, as the case may be, or (ii)
deliver cash in the amount of the fair market value (as determined by the Board
of Directors or in any manner prescribed by the Board of Directors) of such
fractional interest.
11. PREEMPTIVE RIGHTS. The Series A Preferred Stock is not entitled to
-----------------
preemptive or subscription rights in respect of any securities of the Company.
12. LEGAL HOLIDAYS. In any case where any Dividend Payment Date, any
--------------
Redemption Date or the last date on which a holder of Series A Preferred Stock
has the right to convert such holder's shares of Series A Preferred Stock shall
not be a Business Day (as defined below), then (notwithstanding any other
provision of these resolutions or of the Series A Preferred Stock) payment of a
dividend due or a Redemption Price or conversion of the shares of Series A
Preferred Stock need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the
Dividend Payment Date or Redemption Date or last day for conversion, provided
--------
that, for purposes of computing such payment, no interest shall accrue for the
period from and after such Dividend Payment Date or Redemption Date, as the case
may be. As used in this Section 12, "Business Day" means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions
in New York, New York, Charlotte or Winston-Salem, North Carolina, or Atlanta,
Georgia, are authorized or obligated by law or executive order to close.
<PAGE> 35
(b) Common Stock. The Common Stock shall be entitled to unlimited
voting rights as provided by law, and together with the Preferred Stock, but
subject to the prior rights of the Preferred Stock, shall be entitled to
receive the net assets of the corporation upon any involuntary or voluntary
liquidation, dissolution or winding up of the corporation.
(c) Certain Dividends. Shares of one class or series (including,
without limitation, rights, options or warrants for the purchase or other
acquisition of shares) may be issued by the Board of Directors as a dividend
in respect of shares of any class or series.
5. Total authorized capital stock is 0 .
---
6. The existence of the corporation began as of the filing date with the
Secretary of State or to be effective May 10, 1899.
7. The number of directors constituting the board of directors of the
corporation is 15 and the names and addresses of the persons who are to serve
as directors until the first annual meeting of shareholders or until their
successors be elected and qualify are as follows:
Name Address
(a) SEE ATTACHMENT
----------------------- -------------------------
(b)
----------------------- -------------------------
(c)
----------------------- -------------------------
(d)
----------------------- -------------------------
8. The general nature of the business for which the corporation is organized
is as follows: (It is not necessary to set forth the powers enumerated in
Section 33-3-10 of 1976 Code) Manufacturing and selling articles made of
wood, paper, iron, cloth, or other materials, buying and selling
merchandise of all kinds, and such other business as is properly connected
with the conduct of these undertakings, including the buying, selling and
holding of real estate, erection of power plant stations.
9. Additional provisions included in the articles of incorporation are as
follows:
(a) Board of Directors. Notwithstanding anything in Item 7 of the
Restated Articles of Incorporation, the number of directors of the corporation
shall be (i) the number fixed from time to time by the Board of Directors,
which shall not be less than nine, plus (ii) any directors elected exclusively
by the holders of Preferred Stock as provided in these articles. Except for any
director elected exclusively by the holders of Preferred Stock, the directors
shall continue to be divided into three classes of as nearly equal size as
possible. Each class shall be elected to serve a term of three years. At each
Annual Meeting of Shareholders, directors shall be elected to fill any
vacancies in any class of the Board of Directors. Directors so elected shall
serve until the Annual Meeting of Shareholders in the year in which their terms
expire. No person who is not then already a director of the corporation shall
be eligible to be elected as a director at the Annual Meeting of Shareholders
unless such person shall have been nominated in writing, with such notice
delivered to the Secretary of the corporation, not less than sixty days prior
to such Annual Meeting.
(b) Noncumulative Voting. Shareholders shall not have the right to
cumulate their votes in the election of Directors.
(c) No Preemptive Rights. The corporation elects not to have preemptive
rights with respect to its shares, whether now or hereafter authorized.
(d) Removal of Directors. Directors may be removed only for cause.
Removal of a Director or the entire Board of Directors for cause shall only be
accomplished by a vote of the
<PAGE> 36
holders of at least a majority of the outstanding shares then entitled to
vote at an election for such Directors, subject to the provisions of the
laws of the State of South Carolina.
(e) Liability of Directors. No Director of the corporation shall be
personally liable to the corporation or to its shareholders for monetary
damages for breach of fiduciary duty as a Director, except to the extent
such exemption from liability or limitation thereof is not permitted
under the laws of South Carolina, as presently in effect or as the same
may hereafter be amended. No amendment, modification or repeal of this
Article 9(e) shall adversely affect any right or protection that exists at
the time of such amendment, modification, or repeal.
(f) Quorum or Voting Requirement for Shareholders. The shareholders
are authorized to adopt or amend a by-law that fixes a greater quorum or
voting requirement for shareholders (or voting groups of shareholders)
than is required by the laws of the State of South Carolina.
<PAGE> 37
10. The name and address of each incorporator is as follows: Not necessary
for Restated Articles.
Name Street & Res. No. City County State
These Restated Articles of Incorporation are executed and filed pursuant to
Resolution of the Board of Directors of Sonoco Products Company duly adopted on
July 20, 1988, and in accordance with Section 33-15-80, Code of Laws of South
Carolina (1976); it is hereby expressly recited that they purport merely to
restate, but not to change the provisions of the original Articles (that is the
Charter of the Corporation, originally named Southern Novelty Company, dated
May 10, 1899) as heretofore amended and supplemented, and that there is no
discrepancy between such provisions and the provisions of these Restated
Articles.
/s/ Charles W. Coker
------------------------- -------------------------
Signature of Incorporator Type or Print Name
/s/ Harris E. DeLoach
------------------------- -------------------------
Signature of Incorporator Type or Print Name
Date: September 1, 1988*
-----------------
STATE OF SOUTH CAROLINA
COUNTY OF DARLINGTON
The undersigned Charles W. Coker and Harris E. DeLoach, Jr.
---------------- ----------------------
do hereby certify that they are the President and Assistant Secretary of
Sonoco Products Company and are authorized to execute this verification;
that each of the undersigned does hereby certify that he or she has read
the foregoing document, understands the meaning and purport of the
statements therein contained and the same are true to the best of his or
her information and belief.
/s/ Charles W. Coker
------------------------- ------------------------
Signature of Incorporator President
/s/ Harris E. DeLoach
------------------------- ------------------------
Signature of Incorporator Asst. Secretary
CERTIFICATE OF ATTORNEY
I, Harriet E. Wilmeth, an attorney licensed to practice in the State of South
Carolina, certify that the corporation, to whose articles of incorporation
this certificate is attached, has complied with the requirements of Chapter
7 of Title 33 of the Code of Laws of South Carolina (1976) relating to the
organization of corporations, and that in my opinion, the corporation is
organized for a lawful purpose.
Date: September 1, 1988* /s/ Harriet E. Wilmeth
------------------------
Signature
Harriet E. Wilmeth
------------------------
Type or Print Name
Wilmeth & Jones
------------------------
Post Office Box 1139
-------------------------
Address
Hartsville, SC 29550
----------------------------
City State Zip Code
* As amended on April 28, 1989, November 2, 1993, and May 4, 1994.
<PAGE> 38
SCHEDULE OF FEES
(Payable at time of filing Articles with Secretary of State)
Fee for filing Articles $5.00
In addition to the above, $.40
for each $1,000.00 of the
aggregate value of shares
which the corporation is
authorized to issue, but in
no case
less than 40.00
nor more than 1,000.00
NOTE: THIS FORM MUST BE COMPLETED IN ITS ENTIRETY BEFORE IT WILL BE ACCEPTED FOR
FILING.
THIS FORM MUST BE ACCOMPANIED BY THE FIRST REPORT OF CORPORATIONS AND A
CHECK IN THE AMOUNT OF $10.00 PAYABLE TO THE SOUTH CAROLINA TAX
COMMISSION.
<PAGE> 39
ATTACHMENT
----------
BOARD OF DIRECTORS OF SONOCO PRODUCTS COMPANY*
Charles J. Bradshaw, Spartanburg, South Carolina
Charles W. Coker, Hartsville, South Carolina
Fitz L. H. Coker, Myrtle Beach, South Carolina
James L. Coker, Charleston, South Carolina
Thomas C. Coxe, III, Darlington, South Carolina
Alan T. Dickson, Charlotte, North Carolina
C. Kirkland Dunlap, Jr., Hartsville, South Carolina
Robert E. Elberson, Chicago, Illinois
James C. Fort, Hartsville, South Carolina
Edgar H. Lawton, Jr., Hartsville, South Carolina
Hugh L. McColl, Jr., Charlotte, North Carolina
R. Roy Pearce, Columbia, South Carolina
Paul J. Rizzo, Chapel Hill, North Carolina
Donald R. Russell, Hartsville, South Carolina
E. Craig Wall, Jr., Conway, South Carolina
* As of October 7, 1988. For a current listing of the Board of Directors, refer
to Item 10 of the Company's Form 10-K Annual Report.
<PAGE> 1
EXHIBIT (11)
SONOCO PRODUCTS COMPANY
COMPUTATION OF EARNINGS PER SHARE (UNAUDITED)
(Dollars in thousands, except per share)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
--------------------------- -------------------------
July 2, July 3, July 2, July 3,
1995 1994 (A) 1995 1994 (A)
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Primary earnings
----------------
Net income available to common shareholders $ 42,172 $ 30,895 $ 77,768 $ 57,054
============ =========== ============ ===========
Weighted average number of common shares
outstanding 91,162,867 91,412,412 91,162,867 91,412,412
Assuming exercise of options reduced by the number
of shares which could have been purchased (at
average price) with proceeds from exercise
of such options 1,829,883 623,474 1,690,865 979,153
------------ ----------- ------------ -----------
Weighted average number of common shares
outstanding as adjusted 92,992,750 92,035,886 92,853,732 92,391,565
============ =========== ============ ===========
Primary earnings per common share $ 0.46 $ 0.34 $ 0.84 $ 0.62
============ =========== ============ ===========
Assuming full dilution
----------------------
Net income available to common shareholders $ 42,172 $ 30,895 $ 77,768 $ 57,054
Elimination of preferred dividends 1,941 1,941 3,882 3,882
------------ ----------- ------------ -----------
Fully diluted net income $ 44,113 $ 32,836 $ 81,650 $ 60,936
============ =========== ============ ===========
Weighted average number of common shares
outstanding 91,162,867 91,412,412 91,162,867 91,412,412
Assuming exercise of options reduced by the number
of shares which could have been purchased (at the
higher of the end-of-period price or the average)
with proceeds from exercise of such options 1,892,901 679,953 1,892,901 979,153
Assuming conversion of preferred stock 7,155,300 7,155,300 7,155,300 7,155,300
------------ ----------- ------------ -----------
Weighted average number of common shares
outstanding as adjusted 100,211,068 99,247,665 100,211,068 99,546,865
============ =========== ============ ===========
Earnings per common share assuming full dilution $ 0.44 $ 0.33 $ 0.81 $ 0.61
============ =========== ============ ===========
</TABLE>
(A) 1994 computations have been restated to reflect the 5% common stock
dividend on June 9, 1995.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF SONOCO PRODUCTS COMPANY FOR THE SIX MONTHS ENDED JULY 2,
1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUL-02-1995
<CASH> 32,030
<SECURITIES> 39,043
<RECEIVABLES> 335,381
<ALLOWANCES> (6,933)
<INVENTORY> 248,079
<CURRENT-ASSETS> 706,267
<PP&E> 1,516,113
<DEPRECIATION> (699,764)
<TOTAL-ASSETS> 2,065,485
<CURRENT-LIABILITIES> 404,786
<BONDS> 601,585
<COMMON> 7,175
0
172,500
<OTHER-SE> 706,753
<TOTAL-LIABILITY-AND-EQUITY> 2,065,485
<SALES> 1,336,868
<TOTAL-REVENUES> 1,336,868
<CGS> 1,045,522
<TOTAL-COSTS> 1,045,522
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 1,034
<INTEREST-EXPENSE> 20,337
<INCOME-PRETAX> 132,142
<INCOME-TAX> 51,900
<INCOME-CONTINUING> 81,650
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 81,650
<EPS-PRIMARY> .85
<EPS-DILUTED> .81
</TABLE>
