11
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 3, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-7284
BALDOR ELECTRIC COMPANY
-----------------------
(Exact name of registrant as specified in its charter)
Missouri 43-0168840
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5711 R.S. Boreham, Jr Street, Fort Smith, Arkansas 72908
--------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(501) 646-4711
--------------
(Registrant's Telephone Number, including Area Code)
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 [ ]
At October 3, 1998, there were 37,017,682 shares of the registrant's common
stock outstanding.
<PAGE>
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
BALDOR ELECTRIC COMPANY AND AFFILIATES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
--------------------------- -------------------------
OCTOBER 3 SEPTEMBER 27 OCTOBER 3 SEPTEMBER 27
(In thousands, except share data) 1998 1997 1998 1997
------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales $ 147,358 $ 142,494 $ 453,650 $ 414,336
Other income (net) 482 401 1,309 1,384
------------ ----------- ----------- -----------
147,840 142,895 454,959 415,720
Cost and expenses: Cost of goods sold 102,808 99,511 316,396 289,436
Selling and administrative 24,269 23,928 75,020 69,375
Profit sharing 2,406 2,219 7,138 6,566
Interest 292 504 1,042 1,659
------------ ----------- ----------- -----------
129,775 126,162 399,596 367,036
------------ ----------- ----------- -----------
Earnings before income taxes 18,065 16,733 55,363 48,684
Income taxes 6,873 6,442 21,047 18,742
------------ ----------- ----------- -----------
NET EARNINGS $ 11,192 $ 10,291 $ 34,316 $ 29,942
============ =========== =========== ===========
Net earnings per share-diluted $0.29 $0.27 $0.90 $0.81
============ =========== =========== ===========
Net earnings per share-basic $0.30 $0.29 $0.93 $0.84
============ =========== =========== ===========
Weighted average shares outstanding-diluted 38,352,475 37,437,925 38,194,842 36,956,750
============ =========== =========== ===========
Weighted average shares outstanding-basic 37,224,591 35,875,787 36,946,473 35,540,755
============ =========== =========== ===========
Dividends paid per common share $0.10 $0.09 $0.30 $0.26
============ =========== =========== ===========
</TABLE>
See notes to unaudited condensed consolidated financial statements.
<PAGE>
<TABLE>
BALDOR ELECTRIC COMPANY AND AFFILIATES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<CAPTION>
OCTOBER 3 JANUARY 3
1998 1998
---------------- --------------
<S> <C> <C>
ASSETS (in thousands)
CURRENT ASSETS
Cash and cash equivalents $ 8,845 $ 9,575
Marketable securities 8,566 11,900
Receivables, less allowances
of $4,100 and $3,300, respectively. 96,941 88,740
Inventories: Finished products 70,039 71,616
Work in process 13,472 10,675
Raw materials 43,377 41,793
---------------- --------------
126,888 124,084
LIFO valuation adjustment (deduction) (27,536) (27,543)
---------------- --------------
99,352 96,541
Other current and deferred tax assets 23,989 12,684
---------------- --------------
TOTAL CURRENT ASSETS 237,693 219,440
OTHER ASSETS 31,263 32,352
NET PROPERTY, PLANT AND EQUIPMENT 117,072 104,097
================ ==============
$ 386,028 $ 355,889
================ ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 23,342 $ 19,935
Employee compensation 5,696 5,684
Profit sharing 7,107 8,858
Anticipated warranty costs 5,500 5,200
Accrued insurance obligations 15,723 13,836
Other accrued expenses 19,069 22,003
Income Taxes 199 1,586
Current portion of long-term obligations 1,635 1,070
---------------- --------------
TOTAL CURRENT LIABILITIES 78,271 78,172
LONG-TERM OBLIGATIONS 32,419 27,929
DEFERRED INCOME TAXES 10,646 6,354
SHAREHOLDERS' EQUITY
Common stock 3,836 3,795
Additional capital 30,991 44,606
Retained earnings 259,388 233,637
Cumulative translation adjustment (2,088) (617)
Treasury stock , at cost (27,435) (37,987)
---------------- --------------
TOTAL SHAREHOLDERS' EQUITY 264,692 243,434
---------------- --------------
$ 386,028 $ 355,889
================ ==============
</TABLE>
See notes to unaudited condensed consolidated financial statements.
<PAGE>
<TABLE>
BALDOR ELECTRIC COMPANY AND AFFILIATES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<CAPTION>
NINE MONTHS ENDED
--------------------------------
OCTOBER 3 SEPTEMBER 27
1998 1997
------------- --------------
(In thousands)
<S> <C> <C>
Operating activities:
Net earnings $ 34,316 $ 29,942
Depreciation and amortization 15,295 14,282
Deferred income taxes 2,933 844
Changes in operating assets and liabilities:
Receivables (7,727) (12,696)
Inventories (2,159) 3,896
Other current assets (8,818) 2,483
Accounts payable 3,162 3,564
Accrued expenses and other liabilities (4,074) 7,176
Income taxes (1,057) (1,139)
Other , net (252) (3,774)
------------ ------------
Net cash provided from operating activities 31,619 44,578
Investing activities:
Additions to property, plant and equipment (26,737) (16,960)
Sales of available-for-sale securities 15,362 15,051
Purchases of available-for-sale securities (12,029) (11,469)
Acquisitions 732 (7,597)
------------ ------------
Net cash used in investing activities (22,672) (20,975)
Financing activities:
Additional long-term borrowings 6,270
Reduction of long-term obligations (1,215) (13,706)
Unexpended debt proceeds (415) (269)
Dividends paid (11,158) (9,343)
Common stock repurchase (5,938)
Stock option plans 2,779 1,904
------------ ------------
Net cash used in financing activities (9,677) (21,414)
------------ ------------
Net decrease in cash & cash equivalents (730) 2,189
Beginning cash and cash equivalents 9,575 7,950
------------ ------------
Ending cash and cash equivalents $ 8,845 $ 10,139
============ ============
</TABLE>
See notes to unaudited condensed consolidated financial statements.
<PAGE>
BALDOR ELECTRIC COMPANY AND AFFILIATES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
October 3, 1998
Note A Significant Accounting Policies
Basis of Presentation: The unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements, and therefore should be read in conjunction
with the Company's Annual Report on Form 10-K for the year ended January 3,
1998. In the opinion of management, all adjustments (consisting only of normal
recurring items) considered necessary for a fair presentation have been
included. The results of operations for the nine months ended October 3, 1998,
may not be indicative of the results that may be expected for the fiscal year
ending January 2, 1999.
Comprehensive Income: In June 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 130, Reporting
Comprehensive Income. This statement requires companies to classify components
of other comprehensive income by their nature in a financial statement and
disclose the accumulated balance of other comprehensive income separately in the
equity section of the balance sheet. The Company's only "other comprehensive
income" item is the cumulative translation adjustment. Net comprehensive income
was approximately $11.2 million and $10.1 million for the third quarter of 1998
and 1997, and was approximately $33.4 million and $29.4 million for the nine
months ending October 3, 1998 and September 27, 1997, respectively.
Segment Reporting: In June 1997, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures
about Segments of an Enterprise and Related Information. The statement requires
public companies to report financial and descriptive information about their
reportable operating segments. The Company has only one reportable segment;
therefore, management expects the adoption of this Statement to have no material
effect.
Computer Software Costs: In March 1998, the AICPA issued Statement of Position
(SOP) 98-1, Accounting For the Costs of Computer Software Developed For or
Obtained For Internal-Use. The SOP is effective for fiscal years beginning after
December 15, 1998, with early adoption encouraged. The Company adopted the SOP
during the second quarter of 1998. The SOP requires the capitalization of
certain costs incurred with developing or obtaining software for internal-use.
The adoption of SOP 98-1 did not have a material effect on the Company's results
of operations.
Financial Derivatives: In June 1998, the FASB issued SFAS No. 133, Accounting
for Derivative Instruments and Hedging Activities. This statement becomes
effective for fiscal year 2000. The Company's use of derivatives is minimal,
therefore management expects the adoption of this Statement to have no material
effect.
<PAGE>
Acquisition: In March 1998, the Company acquired Northern Magnetics, Inc.
(Normag) of Santa Clarita, California in a transaction accounted for as a
pooling. Because the financial results of operations for Normag for prior years
are not material, the Company's financial statements for prior years have not
been restated.
Note B Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per
share (EPS):
October 3, 1998 September 27, 1997
--------------- ------------------
Numerator Reconciliation:
The numerator is the same for basic
and diluted EPS:
Net earnings (in thousands) $ 34,316 $ 29,942
======== ========
Denominator Reconciliation:
The denominator for basic EPS:
Weighted average shares 36,946,473 35,540,755
Effect of dilutive securities:
Stock options 1,248,369 1,415,994
--------- ---------
The denominator for diluted EPS-adjusted
weighted average shares 38,194,842 36,956,749
========== ==========
Basic earnings per share $ 0.93 $ 0.84
====== ======
Diluted earnings per share $ 0.90 $ 0.81
====== ======
<PAGE>
Item 2.Management's Discussion and Analysis of Financial Condition and Results
of Operations
RESULTS OF OPERATIONS
Baldor posted record sales and earnings for the 27th consecutive quarter,
resulting in net earnings for the quarter totaling $11.2 million or $0.29 per
share-diluted. An increase of 3% in sales, over the third quarter of 1997, was
leveraged into an 9% increase in net earnings. Operating margins improved to a
record 14% reflecting our ongoing efforts to improve productivity and reduce
operating costs. Sales for the third quarter of 1998 were $147.4 million and
year-to-date sales were $453.7 million. Sales from international operations
(foreign affiliates and exports) comprised approximately 14% of consolidated
sales for the third quarter and 15% for the nine month period. International
sales for the third quarter decreased 8% compared to 1997, due to softened
conditions in Australia and the Far East, while nine month sales increased 12%
over the same period in 1997. The year-to-date increase from international
operations included growth in Mexico and Europe.
Sales growth was broad-based with growth across several product lines,
industries, and geographic regions. North American sales increased 5% for the
quarter. Sales of motor products were up 5% and 8% compared to 1997 for the
third quarter and nine month period, respectively. Distributor and OEM sales
both grew and the mix remained stable. Drive sales decreased 4% for the third
quarter compared to 1997, while year-to-date drive sales increased 17% over
1997. During the third quarter, the Company consolidated two smaller plants in
Fort Smith and relocated our drives manufacturing from Seattle. The three
facilities have been combined into one manufacturing plant in Fort Smith
designed to increase productivity, reduce operating costs and improve customer
service in our drives business.
Selling and administrative expense for the first nine months of 1998, as a
percent of sales, was 16.5% down slightly from the same period in 1997. Profit
margin increased to 7.6% in 1998 compared to 7.2% in 1997, coupled with a
decrease in the effective tax rate of 38.0% from 38.5% in 1997.
LIQUIDITY AND CAPITAL RESOURCES
The Company's financial position remains strong. The current ratio was 3.0 at
October 3, 1998, compared to 2.8 at January 4, 1998. Working capital increased
to $159.4 million at end of the third quarter, from $141.3 million at year end
1997. The increase in working capital is after the effects of stock repurchases
during the third quarter of 1998 totaling $5.9 million. Subsequent to October 3,
1998, the Company borrowed $25 million on a long-term basis to fund additional
stock repurchases. Also, shareholders received approximately $11.2 million in
dividends for the nine month period in 1998. Cash and marketable securities were
$17.4 million at the end of the third quarter compared to $21.5 million at
January 4, 1998. The ratio of debt to total capitalization was 10.9% at October
4, 1998, compared to 10.3% at January 4, 1998.
YEAR 2000
The Company's comprehensive Year 2000 initiative is being managed internally.
The Company's activities ensure that there is no material adverse effect on
operations and that transactions with customers, vendors and financial
institutions will be operational in the year 2000. A new Company-wide
information system that is certified by the vendor to be Year 2000 compliant was
purchased in 1996. This fully integrated information reporting system was
purchased to improve visibility and reaction time to customer orders, reduce
lead times, support international operations, improve productivity and better
manage inventory. The Company is adhering to its implementation schedule with
75% completion as of the third quarter, with the remaining scheduled for
completion early 1999.
The only product that the Company presently produces that utilizes a real-time
clock and a date stamp is the "SmartMotor". This date stamp is used only for run
time and fault logging. It is not used in any control function and in this
capacity will function in the year 2000.
The Company has evaluated other potential areas, such as vendor compliance, shop
floor technology, and other infrastructure such as phone and alarm systems.
These non-information systems are expected to function properly in the year
2000. The cost of addressing these systems for the year 2000 is not expected to
be material.
Recently, a review of vendors was completed with written verification of their
compliance status. Based on the certifications received, the Year 2000 problem
is not expected to have a material adverse effect on business operations with
our vendors. The Company's financial institutions have provided reasonable
assurance, they are Year 2000 operational. While we can not guarantee the
performance of outside parties, we will establish contingency plans, when
needed, in an attempt to minimize disruptions.
This Form 10-Q may contain statements which may constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, and
Section 21 of the Securities Act of 1934, as amended. Prospective investors are
cautioned that any such forward-looking statements are not guarantees for future
performance and involve risks and uncertainties, and that actual results may
differ from those contemplated by such forward-looking statements.
<PAGE>
PART II. OTHER INFORMATION
Item 2. Recent Sales of Unregistered Securities
During the third quarter of 1998, certain District Managers exercised
non-qualified stock options previously granted to them under the Baldor Electric
Company 1990 Stock Option Plan for District Managers (the DM Plan). The exercise
price paid by the District Manager equaled the fair market value on the date of
grant. The total amount of shares granted under the DM Plan is less than 1% of
the outstanding shares of Baldor common stock.
None of the transactions were registered under the Securities Act of 1933, as
amended (the "Act"), in reliance upon the exemption from registration afforded
by Section 4(2) of the Act. The Company deems this exemption to be appropriate
given that there are a limited number of participants in the DM Plan and all
parties are knowledgeable about the Company.
Item 5. Other Information
Under Section 7 of Article III of the Company's Bylaws, any shareholder proposal
submitted with respect to Baldor's 1999 Annual Meeting of Stockholders, outside
the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, will
be considered timely if notice is received by the Company from January 31, 1999
to March 2, 1999.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibit Number Description
3ii Amendment to the Company's Bylaws as approved at the
Board of Directors meeting November 1998-filed herewith.
11 Computation of Earning per Common Share-Incorporated by
reference to Note B of the Form 10-Q for October 3, 1998.
27 Financial Data Schedules-filed herewith in electronic
filing of Form 10-Q.
b. The registrant did not file any reports on Form 8-K during the most
recently completed fiscal quarter.
<PAGE>
S I G N A T U R E S
---------------------------
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.
BALDOR ELECTRIC COMPANY
(Registrant)
Date: November 13, 1998 By: /s/ Lloyd G. Davis
----------------- ----------------------
Lloyd G. Davis - Executive Vice President-
Finance, Chief Financial Officer, Secretary and
Treasurer(on behalf of the Registrant and
as principal financial officer)
<PAGE>
BYLAWS OF BALDOR ELECTRIC COMPANY
As adopted by the Board of Directors at the May 2, 1980, meeting and including
amendments through August 10, 1998.
ARTICLE I
OFFICES
1. Principal Office. The principal office of the corporation shall be located at
such place, either within or without the State of Missouri, as the Board of
Directors shall designate from time to time.
2. Registered Office and Agent. The corporation shall have and continuously
maintain a registered office and a registered agent within the State of
Missouri. The Board of Directors, from time to time by resolution, may change
the registered agent and the address of the registered office.
3. Additional Offices. The corporation may also have offices and branch offices
at such other places as the Board of Directors from time to time may designate
or the business of the corporation may require.
ARTICLE II
SEAL
The seal of the corporation shall be a circular impression with the
name of the corporation around the rim thereof, the word "CORPORATE" in the
upper portion of the center thereof, the words "MO. 1920" in the lower portion
of the center thereof, and the word "SEAL" in the center. The Board of
Directors, by resolution, may change the form of the corporate seal from time to
time.
ARTICLE III
MEETINGS OF SHAREHOLDERS
1. Place. All meetings of the shareholders shall be held at such place within
our without the State of Missouri as may be designated by the Board of Directors
at a meeting held not less than fifteen days prior to such meeting of
shareholders. In the event the Board of Directors fail to designate a place for
the meeting to be held, then the meeting shall be held at the principal office
of the corporation. Anything to the contrary in this Section 1 notwithstanding,
any meeting of shareholders called expressly for the purpose of removing one or
more directors shall be held at the registered office or principal business
office of the corporation in Missouri or in the city or county in Missouri in
which the principal business office of the corporation is located.
2. Annual Meeting. The annual meeting of shareholders shall be held on the first
Saturday in May or the second Saturday in May, as determined from time to time
by the Board of Directors, in each year at a time designated by the Board of
Directors for the purpose of electing Directors and for the transaction of such
other business as properly may come before such meeting. If the day fixed for
the annual meeting shall be a legal holiday in the state of the location of such
meeting, such meeting shall be held on the next succeeding business date.
3. Special Meetings. Special meetings of the shareholders will be called by the
Secretary upon request of the President or a majority of the members of the
Board of Directors or upon the request of the holders of not less than eighty
percent (80%) of all the outstanding shares of the corporation's stock entitled
to vote at such meeting. Notwithstanding the provisions of any Articles of the
Restated Articles of Incorporation or any other Article herein, this Section of
the bylaws may not be amended or repealed without the consent of the holders of
eighty percent (80%) of the outstanding shares of the corporation.
4. Notice. Notice, given as provided in Article X of these bylaws, of each
meeting of shareholders, stating the place, day and hour of the meeting and, in
case of a special meeting, the purpose or purposes for which the meeting is
called, is required to be delivered or given as provided in Article X of these
bylaws not less than ten (10) nor more than seventy (70) days prior to the date
of said meeting.
5. Quorum. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote at any meeting, present in person or
represented by proxy, constitutes a quorum at all meetings of the shareholders
for the transaction of business, except as otherwise provided by law, by the
Articles of Incorporation or by these bylaws; provided, however, that in the
absence of such quorum, the holders of a majority of such shares present and
voting at said meeting, either in person or by proxy, have the right
successively to adjourn the meeting to a specified date not longer than ninety
(90) days after such adjournment, and no notice of such adjournment need be
given to shareholders not present at the meeting. Every decision which shall
have received the favorable vote of a majority of the votes cast in connection
therewith at any meeting of the shareholders at which a quorum was present shall
be valid as a corporate act unless a larger vote is required by law, by the
Articles of Incorporation or by these bylaws.
Informal Action by Shareholders. In all matters, every decision of a majority of
shares entitled to vote on the subject matter and represented in person or by
proxy at a meeting at which a quorum is present shall be valid as an act of the
shareholders, unless a larger vote is required by law, by these bylaws, or the
Articles of Incorporation. Shares represented by a proxy which directs that the
shares be voted to abstain or to withhold a vote on a matter shall be deemed to
be represented at the meeting as to such matter.
7. Notice of Shareholder Business at Annual Meetings. At any annual meeting of
shareholders, only such business shall be conducted as shall have been properly
brought before the meeting. In addition to any other requirements imposed by or
pursuant to law, the Articles, or the Bylaws, each item of business to be
properly brought before an annual meeting must:
(a) be specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the board of the persons calling the meeting
pursuant to the Articles;
(b) be otherwise properly brought before the meeting by or at the direction
of the Board; or
(c) be otherwise properly brought before the meeting by a shareholder.
For business to be properly brought before an annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the Secretary of the corporation. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive offices of the
corporation not less than 60 days nor more than 90 days prior to the annual
meeting. However, in the event less than 70 days' notice or prior public
disclosure of the date of the annual meeting is given or made to shareholders,
notice by the shareholder to be timely must be so received not later than the
close of business on the 10th day following the day on which such notice of the
date of the annual meeting was mailed or such public disclosure was made.
For purposes of these bylaws, "public disclosure" shall mean disclosure
in a press release reported by a national news service, or in a document
publicly filed by the corporation with the Securities and Exchange Commission
pursuant to Sections 13, 14, or 15(d) of the Securities Exchange Act of 1934, as
amended.
A shareholder's notice to the Secretary shall set forth as to each
matter he or she proposes to bring before the annual meeting:
(a) a brief description of the business desired to be brought before the
meeting and the reasons for conducting such business at the annual meeting,
(b) the name and address, as they appear on the corporation's books, of the
shareholder(s) proposing such business,
(c) the number of shares of common stock of the corporation which are
beneficially owned by the proposing shareholder(s), and
(d) any material interest of the proposing shareholder(s) in such business.
Notwithstanding anything in these Bylaws to the contrary, but subject
to Section 12 of Article VI hereof, no business shall be conducted at an annual
meeting except in accordance with the procedures set forth in this Section. The
Chairman of the annual meeting shall, if the facts warrant, determine and
declare to the annual meeting that business was not properly brought before the
annual meeting in accordance with the provisions of this Section. If the
Chairman so determines, the Chairman shall so declare to the meeting and any
such business not properly brought before the annual meeting shall not be
transacted. The Chairman of the meeting shall have absolute authority to decide
questions of compliance with the foregoing procedures, and his ruling thereon
shall be final and conclusive.
ARTICLE IV
VOTING PROCEDURE
1. List of Voters. The officers having charge of the transfer book for shares of
the corporation shall make a complete list of the shareholders entitled to vote
at any meeting at least ten (10) days before such meeting. Said list shall be
arranged in alphabetical order with the address and the number of shares held by
each. Said list shall be kept on file at the registered office of the
corporation within the State of Missouri, at least ten (10) days prior to such
meeting and shall be open to the inspection of any shareholder during said
period and up to the adjournment of the meeting. Such list also shall be
produced and kept open at the time and place of the meeting and shall be subject
to inspection by any shareholder prior to adjournment of the meeting. The
original share ledger or transfer book or a duplicate thereof kept in the State
of Missouri shall be prima facie evidence as to who are the shareholders
entitled to examine such list or share ledger or transfer book or to vote at any
meeting of shareholders. Failure to comply with the requirements of this section
shall not affect the validity of any action taken at such meeting.
2. Inspectors. Every meeting of the shareholders shall be called to order by the
President, Secretary or persons calling said meeting. If the object of said
meeting be to elect directors or to take a vote of the shareholders on any
proposition, then, the person presiding at said meeting may, and if requested to
do so by any officer of the corporation or the holders of a majority of shares
present at such meeting, in person or by proxy, shall, appoint not less than two
persons who are not directors as inspectors to receive and canvass the votes
given at such meeting and certify the results to the person presiding. In all
cases where the right to vote upon any share or shares shall be questioned, it
shall be the duty of the inspectors or the persons conducting the vote to
require the transfer books as evidence of shares held, and all shares that may
appear standing thereon in the name of any person or persons shall be entitled
to be voted upon by such person or persons directly to themselves or by proxy.
3. Inspectors' Oath. Any inspector, before he shall enter upon the duties of his
office, shall take and subscribe the following oath before any officer
authorized by law to administer oaths: "I do solemnly swear, that I will execute
the duties of an inspector of the election now to be held with strict
impartiality, and according to the best of my ability."
4. Close of Transfer Books. At each meeting of the shareholders, whether annual
or special, the transfer books of the corporation shall be produced and kept
open at the time and place of the meeting and shall be subject to the inspection
of any shareholder. The Board of Directors shall have the power to close the
transfer books, or fix in advance a date not exceeding seventy (70) days
preceding, or in advance of, the date of any meeting of shareholders as a record
date for the determination of the shareholders entitled to notice of and to vote
at any such meeting. If the Board of Directors shall not have fixed a record
date or closed the transfer books of its stockholders entitled to notice of, and
to vote at, a meeting of shareholders, only the shareholders who are
shareholders of record at the close of business on the twentieth day preceding
the date of the meeting shall be entitled to notice of, and to vote at, the
meeting, and any adjournment of the meeting; except that, if prior to the
meeting written waivers of notice of the meeting are signed and delivered to the
corporation by all the shareholders of record at the time the meeting is
convened, only the shareholders who are shareholders of record at the time of
the meeting is convened shall be entitled to vote at the meeting, and any
adjournment of the meeting.
ARTICLE V
VOTERS
1. Eligible Voters. Any shareholder owning one or more shares of stock on record
in the stock books of the corporation on the record date or on the date of
closing of the transfer books of the corporation as provided in paragraph 4 of
Article IV of these bylaws, shall be eligible to vote at any meeting of
shareholders; provided, however, that no person shall be admitted to vote on any
shares belonging or hypothecated to the corporation. On each matter submitted to
a vote, each such shareholder shall have as many votes as he has shares of stock
in this corporation. Cumulative voting in the election of directors and for any
other purpose is specifically and expressly denied.
2. Proxies. A shareholder may vote either in person or by proxy executed in
writing by the shareholder or his duly authorized attorney in fact. No proxy
shall be valid after eleven (11) months from the date of execution unless
otherwise provided in the proxy. A duly executed proxy shall be irrevocable if
it states that it is irrevocable and if, and only so long as, it is coupled with
an interest sufficient in law to support an irrevocable power of attorney. The
interest with which it is coupled need not be an interest in the shares
themselves.
ARTICLE VI
BOARD OF DIRECTORS
1. Management and Number. The business of the corporation shall be managed under
the direction of its Board of Directors. The number of Directors which shall
constitute the whole Board shall be fixed, from time to time, by resolutions
adopted by the Board, but shall not be less than three (3) persons. The Board
shall be divided into three classes whose terms expire at different times. At
the annual shareholders' meeting to be held in 1977, three (3) Directors shall
be elected for a term of one (1) year; three (3) Directors for a term of two (2)
years; and three (3) Directors for a term of three (3) years. At each subsequent
annual shareholders' meeting, successors to the class of Directors whose terms
expire that year shall be elected to hold office for a term of three (3) years.
Notwithstanding the provisions of any other Article herein, this Section of the
bylaws may not be amended or repealed without the consent of the holders of
two-thirds of the outstanding shares of the corporation.
2. Vacancies. Whenever any vacancy on the Board of Directors shall occur due to
death, resignation, retirement, removal, increase in the number of Directors, or
otherwise, a majority of Directors then in office, although less than a majority
of the entire Board, may fill the vacancy or vacancies until the next election
of Directors by the shareholders, at which time a successor or successors shall
be duly elected by the shareholders to fill the vacancy or vacancies. The Board
of Directors may apportion any increase or decrease in directorships among the
classes as nearly equal in number as possible. Notwithstanding the provisions of
any other Article herein, only the remaining Directors of the corporation shall
have the authority, in accordance with the procedure stated above, to fill any
vacancy which exists on the Board of Directors.
3. Quorum. A majority of the full Board of Directors shall constitute a quorum
for the transaction of business by the Board of Directors at any meeting, unless
a greater number is required by the Articles of Incorporation or these bylaws;
provided, however, that in the absence of such quorum, a majority of the
directors present and voting at such meeting shall have the right successively
to adjourn the meeting to a specified date, and no notice of such adjournment
need be given to directors not present at the meeting. Any act or decision of
the majority of the directors present at a meeting at which a quorum is present
shall be the act or decision of the Board of Directors, unless the act of a
greater number is required by the Articles of Incorporation or these bylaws.
4. Place of Meetings. Meetings of directors shall be held at the principal
office of the corporation or such other place or places, either within or
without the State of Missouri, as may be agreed upon by the Board of Directors.
Members of the Board of Directors may also participate in meetings of the board
by means of conference telephone or similar communications equipment whereby all
persons participating in the meeting can hear each other, and participation in a
meeting in such manner shall constitute presence in person at the meeting for
all purposes.
5. Regular and Special Meetings. Regular meetings of the Board of Directors
shall be held as frequently and at such time and place as may be determined by
the Board of Directors from time to time. Special meetings of the Board of
Directors shall be called by the Secretary at any time on request of the
President or two members of the Board of Directors.
6. Notice. Regular meetings of the Board of Directors may be held without
notice. Special meetings of the Board of Directors may be held upon three (3)
days notice, given as provided in Article X of these bylaws or by telephone.
7. Interest in Transactions. No contract or other transaction between the
corporation and any person, firm, association, corporation, subsidiary or
affiliated corporation, and no other act of the corporation, shall in the
absence of fraud, be invalidated or in any way affected by the fact that any of
the directors of the corporation are, directly or indirectly, pecuniarily or
otherwise interested (either as director, shareholder, officer, employee, member
or otherwise) in such person, firm, association, corporation, subsidiary or
affiliated corporation. Any director of the corporation individually, or any
firm or association of which any director may be a member or shareholder, may be
a party to, or may be pecuniarily or otherwise interested in, any contract or
transaction of the corporation, provided that the fact that he individually or
such firm or association is so interested shall be disclosed or known to the
Board of Directors, or a majority of such members thereof as shall be present at
any meeting of the Board of Directors at which action upon any such contract,
transaction or other act is taken; and if such fact shall be so disclosed or
known, any director of this corporation so related or otherwise interested may
be counted in determining the presence of a quorum at any meeting of the Board
of Directors at which action upon any such contract, transaction or act shall be
taken, and may vote thereat with respect to any such action to which he is so
related or in which he is interested.
8. Executive Committee. The Board of Directors may appoint two or more directors
to constitute an Executive Committee and may vest such committee with all or any
portion of the powers vested by law or in these bylaws in the full Board of
Directors and may provide for rules of procedure to govern the operation of such
committee; provided that in no event shall the Executive Committee or any other
committee have the power to approve plans of liquidation, merger or
reorganization, the sale of all or substantially all of the assets of the
corporation or amendments of these bylaws or the Articles of Incorporation of
the corporation.
9. Other Committees. The Board of Directors may appoint other committees
composed of members of the Board and may vest such committees with any portion
of the powers vested by law or in these bylaws in the full Board of Directors
and may provide for rules for procedure to govern the operation of such
committees.
10. Informal Action by Directors. Any action which is required to be or may be
taken at a meeting of the directors may be taken without a meeting if consents
in writing, setting forth the action so taken, are signed by all the directors.
The consents shall have the same force and effect as a unanimous vote of the
directors at a meeting duly held, and may be stated as such in any certificate
or document filed under the provisions of the General and Business Corporation
Law of Missouri. The Secretary shall file the consents with the minutes of the
meetings of the Board of Directors.
11. Qualification of Directors. The Board of Directors shall be composed of
individuals who are at least 21 years of age, shareholders of the Corporation
and citizens of the United States. The Board of Directors, by the affirmative
vote of at least a majority of the directors then serving on the Board, shall
determine that an individual meets these qualifications prior to his nomination
as a director. If not nominated by the Board but nominated by shareholders of
the Corporation, then the Board shall determine by the affirmative vote of at
least a majority of the directors then serving on the Board that such individual
meets the qualifications of this Section or such individual shall not stand for
election. The Board of Directors may, upon the affirmative vote of at least a
majority of the directors then serving on the Board, waive any or all of the
above qualification requirements as to any existing director or any individual
who has been or is to be nominated as a director.
12. Nomination of Directors. Nominations for election to the Board of Directors
may be made by the Board of Directors, or by any shareholder of any outstanding
class of capital stock of the Corporation entitled to vote in the election of
directors. Nominations, other than those made by the existing Board of
Directors, shall be made in writing and shall be delivered or mailed to the
President of the Corporation not less than 45 nor more than 90 days prior to the
regularly scheduled date set in the Bylaws of the Corporation as the date for
the annual meeting of shareholders at which directors shall be elected. Such
nomination and notification shall contain the following information to the
extent known to the notifying shareholder:
a. The names and addresses of the proposed nominee or nominees;
b. The principal occupation of each proposed nominee;
c. The total number of shares that, to the knowledge of the notifying
or nominating shareholders, will be noted for each of the proposed
nominees;
d. The name and residence address of each notifying or nominating
shareholder; and
e. The number of shares owned by the notifying or nominating
shareholder.
Nominations not made in accordance herewith may, in his discretion, be
disregarded by the chairman of the meeting, and upon his instructions, the
judges of election may disregard all votes cast for each such nomination.
ARTICLE VII
OFFICERS
1. Executive Officers. The Executive Officers of the corporation shall be a
Chairman of the Board of Directors, a President, a Vice President, a Secretary
and a Treasurer, and such other additional officers, including an Executive Vice
President, Vice Presidents by whatever designation determined by the Board of
Directors, Assistant Secretaries and Assistant Treasurers, as the Board of
Directors may from time to time elect. Any two or more offices may be held by
the same individual.
2. Election and Term. The Chairman of the Board of Directors, President, Vice
President, Secretary, and Treasurer shall be elected by a majority of the whole
number of the Board of Directors, and shall hold office at the pleasure of the
Board of Directors. At any meeting the Board of Directors may elect such other
officers and agents as it shall deem necessary, who shall hold office at the
pleasure of the Board of Directors, and who shall have such authority and shall
perform such duties as from time to time shall be prescribed by the Board of
Directors.
3. Removal. Any officer elected by the Board of Directors may be removed by the
affirmative vote of a majority of the entire Board of Directors whenever in its
judgment the interests of the corporation will be served thereby.
ARTICLE VIII
DUTIES OF OFFICERS
1. Chairman of the Board of Directors. The Chairman of the Board of Directors
shall be the Chairman of the Executive Committee and the Board of Directors and
shall perform such duties as shall be assigned to him and shall exercise such
powers as may be granted to him by the Board of directors; he shall preside at
all meetings of the shareholders and directors. The Chairman of the Board of
Directors shall have the authority to sign or countersign certificates,
contracts, and other instruments of the corporation, including bonds, mortgages,
conveyances and other contracts requiring the seal of the corporation. In the
absence of direction by the Board of Directors to the contrary, the Chairman of
the Board of Directors shall have the power to vote all securities held by the
corporation and to issue proxies therefor.
2. President. The President shall be the Chief Executive Officer of the
corporation and perform such duties as shall be assigned to him and shall
exercise such powers as may be granted to him by the Board of Directors or by
the Chairman of the Board of Directors of the corporation. He shall have general
supervision and active management of the business and finances of the
corporation; he shall see that all orders and resolutions of the Board of
Directors are carried into effect; subject, however, to the right of the
directors to delegate any specific powers to any other officer or officers of
the corporation, except such as may be by statute exclusively conferred upon the
President. The President shall have the authority to sign or countersign
certificates, contracts, and other instruments of the corporation, including
bonds, mortgages, conveyances and other contracts requiring the seal of the
corporation. In the absence or disability of the Chairman of the Board of
Directors, the President shall perform the duties and exercise the powers of the
Chairman of the Board of Directors with the same force and effect as if
performed by the Chairman of the Board of Directors, and shall be subject to all
restrictions imposed upon him.
3. Vice Presidents. The Executive Vice President, if any, and the Vice
Presidents shall perform such duties as shall be assigned to them and shall
exercise such powers as may be granted to them by the Board of Directors or by
the Chairman of the Board of the corporation.
4. The Secretary. The Secretary shall attend all meetings of the shareholders
and of the Board of Directors and act as clerk thereof, and shall record all
votes and the minutes of all proceedings in a minute book to be kept for that
purpose. He shall keep in safe custody the seal of the corporation, and when
authorized by the Chairman of the Board, the President or a Vice President, he
shall affix the seal to any instrument requiring the seal, and, when so ordered,
add his signature as an attestation thereof. He shall give, or cause to be
given, a notice as required of all meetings of the shareholders and of the Board
of Directors. He shall keep or cause to be kept a stock certificate and transfer
book and a list of all the shareholders and their respective addresses. He shall
perform such other duties as may be prescribed from time to time by the Board of
Directors or the Chairman of the Board.
The Treasurer. The Treasurer shall have custody of the corporate funds and
securities and shall keep or cause to be kept full and accurate accounts of
receipts and disbursements in books of the corporation to be maintained by him
for such purpose; he shall deposit all moneys and other valuable effects of the
corporation in the name and to the credit of the corporation in depositories
designated by the Board of Directors; he shall render to the Board of Directors
and the Chairman of the Board, as they may require, an account of all
transactions and of the financial condition of the corporation. He shall
disburse the funds of the corporation as may be ordered by the Board of
Directors and shall perform such other duties as may be prescribed from time to
time by the Board of Directors or the Chairman of the Board.
6. Delegation of Power. In the absence of the Chairman of the Board, or if the
Chairman of the Board is unable to perform the duties of the Chairman's
position, the President shall perform the duties and exercise the powers of the
Chairman of the Board, with the same force and effect as if performed by the
Chairman of the Board, and shall be subject to all restrictions imposed on the
authority of the position. In the absence of the President, or if the President
is unable to perform the duties of the President's position, the Chief Financial
Officer (or the principal financial officer) shall exercise the powers of the
President with the same force and effect as if performed by the President, and
shall be subject to all restrictions imposed on the authority of the position.
In the absence or disability of any officer of the corporation other than the
Chairman of the Board or the President, the Assistant of such officer shall
perform the duties and exercise the powers of such officer with the same force
and effect as if performed by such officer, and shall be subject to all
restrictions imposed upon such officer. In addition, and without limiting the
generality of the foregoing, in case of the absence of any officer of the
corporation or for any other reason that the Board of Directors may deem
sufficient, the Board, by resolution, may delegate the powers or duties of such
officer to any other officer or to any director for the time being.
ARTICLE IX
CERTIFICATES OF STOCK AND TRANSFERS
1. Issuance. Certificates of stock of the corporation shall be issued and signed
by the Chairman of the Board of Directors, President or a Vice President and the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer,
and shall bear the corporate seal. Such seal may be facsimile, engraved or
printed, and if any such certificate shall be signed by a transfer agent or by a
registrar, the signature of any such officer upon such certificate may be
facsimile, engraved or printed. Certificates shall be numbered consecutively and
registered as they are issued. They shall indicate, upon their face, among other
things, the owner's name, the number and class of shares of stock represented by
the certificate, the par value of shares of such class, the date of its issuance
and the manner in which the shares may be transferred.
2. Transfers. Transfers of stock shall be made only on the books of the
corporation by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary or a
transfer agent of the corporation, and on surrender of the certificates for such
shares properly endorsed and the payment of all taxes thereon.
3. Transfer Books. Proper books shall be kept under the direction of the
Secretary, showing the ownership and transfer of all certificates of stock. The
Board of Directors shall have power to close said transfer books of the
corporation for a period not exceeding seventy (70) days preceding the date for
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion of shares shall go into effect. In lieu of closing
the stock transfer books as aforesaid, the Board of Directors may fix in advance
a date not exceeding seventy (70) days preceding the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of shares shall go into effect, as a record date for
the determination of the shareholders entitled to receive payment of any such
dividend, or to any such allotment of rights, or to exercise the rights in
respect of any change, conversion or exchange of shares. In such case, such
shareholders and only such shareholders as shall have been shareholders of
record on the date of closing the transfer books or on the record date so fixed
shall be entitled to receive payment of such dividend, or to receive such
allotment of rights, or to exercise such rights, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation after
such date of closing of the transfer books or such record date fixed as
aforesaid.
4. Holders of Record. The corporation shall be entitled to treat the holder of
record of any shares of stock as the holder in fact thereof and accordingly
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, save as expressly provided by the laws of
Missouri.
5. Lost, Stolen or Destroyed Certificates. The Board of Directors may authorize
a new certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of the fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors, in its discretion and as a condition precedent to the issuance
thereof, may require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to give the corporation a bond
sufficient to indemnify it against any claim that may be made against the
corporation on account of the alleged loss, theft or destruction of such
certificate or the issuance of such new certificate.
ARTICLE X
NOTICES
1. Notice Deemed Given. Whenever under the provisions of these bylaws notice is
required to be delivered to any director, officer or shareholder, such notice
shall be deemed to be delivered when deposited in the United States mail with
postage thereon prepaid, or dispatched by prepaid telegram, addressed to such
individual at his address as it appears on the records of the corporation, or
when delivered in person to the individual.
2. Attendance as Waiver. Notice of any meeting required to be given under the
provisions of these bylaws or the laws of the State of Missouri shall be deemed
waived by the attendance at such meeting of the party or parties entitled to
notice thereof, except where a party or parties attend a meeting for the express
purpose of objecting to the transaction of any business because the meeting was
not lawfully called or convened.
3. Waiver of Notice. Any notice required to be given under the provisions of
these bylaws or the laws of the State of Missouri may be waived by the persons
entitled thereto signing a waiver of notice before or after the time of said
meeting, and such waiver shall be deemed equivalent to the giving of such
notice. Such waiver of notice may be executed in person by the party entitled
thereto or by his agent duly authorized in writing so to do.
ARTICLE XI
INDEMNIFICATION OF OFFICERS AND DIRECTORS
AGAINST LIABILITIES AND EXPENSES IN ACTIONS
1. Indemnification With Respect to Third Party Actions. This corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of this corporation) by reason of the fact that he is or was a
director, officer, employee or agent of this corporation, or is or was serving
at the request of this corporation as a director, officer, employee, partner,
trustee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments,
fines, taxes and amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of this corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of this corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
2. Indemnification With Respect to Actions By or in The Right of the
Corporation. This corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of this corporation to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee
or agent of this corporation, or is or was serving at the request of this
corporation as a director, officer, employee, partner, trustee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of this corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to this corporation unless and only to
the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.
3. Determination of Standard of Conduct. Any indemnification under Section 1 or
Section 2 above (unless ordered by a court) shall be made by this corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee, partner, trustee or agent is
proper in the circumstances because he has met the applicable standard of
conduct set forth in Section 1 or Section 2. Such determination shall be made
(1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2) if
such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the shareholders.
4. Payment of Expenses in Advance of Disposition of Action. Expenses incurred in
defending any actual or threatened civil or criminal action, suit or proceeding
may be paid by this corporation in advance of the final disposition of such
action, suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of the director,
officer, employee, partner, trustee or agent to repay such amount unless it
shall ultimately be determined that he is entitled to be indemnified by this
corporation as authorized in this Article XI.
5. Indemnification Provided in This Article Non-Exclusive. The indemnification
provided by this Article XI shall not be deemed exclusive of any other rights to
which those seeking indemnification may be entitled under any bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee, partner, trustee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.
6. Definition of "Corporation". For the purposes of this Article XI, references
to this "corporation" include all constituent corporations absorbed in a
consolidation or merger as well as the resulting or surviving corporation so
that any person who is or was a director, officer, employee, partner, trustee or
agent of such a constituent corporation or is or was serving at the request of
such constituent corporation as a director, officer, employee, partner, trustee
or agent of another corporation, partnership, joint venture, trust or other
enterprise shall stand in the same position under the provisions of this Article
XI with respect to the resulting or surviving corporation as he would if he had
served the resulting or surviving corporation in the same capacity.
7. Saving Clause. In the event any provision of this Article XI shall be held
invalid by any court of competent jurisdiction, such holding shall not
invalidate any other provision of this Article XI and any other provisions of
this Article XI shall be construed as if such invalid provision had not been
contained in this Article XI.
ARTICLE XII
AMENDMENTS
1. By Shareholders. The bylaws, or any of them, or any additional or
supplementary bylaws, may be altered, amended or repealed, and new bylaws may be
adopted at any annual meeting of the shareholders without notice, or at any
special meeting the notice of which shall set forth the terms of the proposed
bylaw or action to be taken on any bylaw, by a vote of the majority of the
shares represented in person or by proxy and entitled to vote at such annual or
special meeting, as the case may be.
By Directors. The Board of Directors also shall have the power to adopt new
bylaws, and to amend, alter and repeal these and any additional and
supplementary bylaws, at any regular or special meeting of the Board of
Directors unless otherwise provided in the Articles of Incorporation. Notice of
any such action to be taken on any bylaws need not be included in the call of
said meeting.
<PAGE>
~
~
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1997 amounts restated for FAS 128, Earnings per Share.
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