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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
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 June 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-4821
PITTWAY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 13-5616408
(State of Incorporation) (I.R.S. Employer Identification No.)
200 South Wacker Drive, Chicago, Illinois 60606-5802
(Address of Principal Executive Offices) (Zip Code)
312/831-1070
(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 (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date (July 1, 1995).
Common Stock 2,626,024
Class A Stock 11,314,700
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PITTWAY CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED JUNE 30, 1995
INDEX
PART I. FINANCIAL INFORMATION Page
ITEM 1. Financial Statements
Consolidated Statement of Income -
Three Months and Six Months Ended June 30, 1995
and 1994 3
Consolidated Balance Sheet -
June 30, 1995 and December 31, 1994 4 - 5
Consolidated Statement of Cash Flows -
Six Months Ended June 30, 1995 and 1994 6
Notes to Consolidated Financial Statements 7 - 9
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 9 - 10
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings 11 - 12
ITEM 4. Submission of Matters to a Vote of Security Holders 12
ITEM 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 13
2
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PITTWAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1995 AND 1994
(Dollars in Thousands, Except Per Share Data)
(UNAUDITED)
Three Months Ended Six Months Ended
June 30, June 30,
1995 1994 1995 1994
Net Sales............................ $235,320 $189,220 $455,724 $365,763
Operating Expenses:
Cost of sales....................... 144,582 115,649 279,128 220,941
Selling, general and administrative. 69,306 57,147 135,828 111,720
Depreciation and amortization....... 5,354 5,068 10,427 9,851
219,242 177,864 425,383 342,512
Operating Income..................... 16,078 11,356 30,341 23,251
Other Income (Expense):
Gain on sale of investment.......... 2,455 19,506
Income from marketable securities
and other interest................ 768 1,147 1,384 1,959
Interest expense.................... (1,503) (706) (2,464) (1,460)
Income from investments............. 773 744 415 1,282
Miscellaneous, net.................. 966 407 1,238 841
1,004 4,047 573 22,128
Income Before Income Taxes........... 17,082 15,403 30,914 45,379
Provision For Income Taxes........... 6,352 5,994 11,464 18,014
Net Income........................... $ 10,730 $ 9,409 $ 19,450 $ 27,365
Net Income Per Share of Common and
Class A Stock...................... $ .77 $ .67 $ 1.40 $ 1.96
Cash Dividends Declared Per Share:
Common............................. $ .10 $ .10 $ .20 $ .20
Class A............................ $ .125 $ .125 $ .25 $ .25
Average Number of Shares Outstanding
(in thousands)..................... 13,941 13,941 13,941 13,941
See accompanying notes.
3
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PITTWAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
JUNE 30, 1995 AND DECEMBER 31, 1994
(Dollars in Thousands)
(UNAUDITED)
June 30, December 31,
1995 1994
ASSETS
CURRENT ASSETS:
Cash and equivalents................... $ 1,512 $ 10,359
Marketable securities.................. 30,858 34,313
Accounts and notes receivable, less
allowance for doubtful accounts of
$8,076 and $6,348.................... 162,867 137,747
Inventories............................ 151,193 124,801
Future income tax benefits............. 19,378 17,879
Prepayments, deposits and other........ 13,497 11,805
379,305 336,904
PROPERTY, PLANT AND EQUIPMENT, at cost:
Buildings.............................. 24,757 24,769
Machinery and equipment................ 174,745 157,061
199,502 181,830
Less: Accumulated depreciation......... (101,363) (94,426)
98,139 87,404
Land................................... 2,368 2,369
100,507 89,773
INVESTMENTS:
Real estate and other ventures......... 55,450 56,261
Leveraged leases....................... 22,551 22,752
78,001 79,013
OTHER ASSETS:
Goodwill, less accumulated
amortization of $7,769 and $7,193.... 47,966 40,935
Other intangibles, less accumulated
amortization of $9,913 and $9,597.... 5,856 6,256
Notes receivable...................... 4,041 4,370
Miscellaneous......................... 5,891 6,036
63,754 57,597
$621,567 $563,287
See accompanying notes.
4
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PITTWAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
JUNE 30, 1995 AND DECEMBER 31, 1994
(Dollars in Thousands)
(UNAUDITED)
June 30, December 31,
1995 1994
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable........................... $ 76,218 $ 46,232
Long-term debt due within one year...... 6,700 5,184
Dividends payable....................... 1,761 1,758
Accounts payable........................ 66,343 58,246
Accrued expenses........................ 38,829 41,391
Income taxes payable.................... 13,247 10,093
Retirement and deferred
compensation plans.................... 3,005 1,148
Unearned income......................... 4,534 5,797
210,637 169,849
LONG-TERM DEBT, less current maturities... 8,593 5,088
DEFERRED LIABILITIES:
Income taxes............................ 47,570 54,158
Other................................... 9,886 6,062
57,456 60,220
STOCKHOLDERS' EQUITY:
Preferred stock, none issued............
Common capital stock, $1 par value-
Common stock.......................... 2,626 2,626
Class A stock......................... 11,315 11,315
Capital in excess of par value.......... 28,348 28,348
Retained earnings....................... 307,852 291,756
Cumulative marketable securities
valuation adjustment.................. (2,317) (3,050)
Cumulative foreign currency translation
adjustment............................ (2,943) (2,865)
344,881 328,130
$621,567 $563,287
See accompanying notes.
5
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PITTWAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994
(Dollars in Thousands)
(UNAUDITED)
1995 1994
Cash Flows From Operating Activities:
Net Income....................................... $ 19,450 $ 27,365
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization.................. 10,427 9,851
Gain on sale of investment, net of taxes....... (11,776)
Deferred income taxes.......................... (8,577) (1,542)
Retirement and deferred compensation plans..... 3,791 683
Income from investments adjusted for
cash distributions received................... 1,314 (1,103)
Provision for losses on accounts receivable.... 1,900 1,434
Change in assets and liabilities, excluding
effects from acquisitions, disposition and
foreign currency adjustments:
Increase in accounts and notes
receivable................................. (23,745) (11,826)
Increase in inventories..................... (20,685) (15,427)
Increase in accounts payable
and accrued expenses....................... 3,847 5,707
Increase in income taxes payable............ 3,242 13,068
Other changes, net.......................... (6,969) (1,680)
Net cash (used in) provided by operations........ (16,005) 14,754
Cash Flows From Investing Activities:
Capital expenditures............................. (22,127) (15,905)
Proceeds from the sale of investment............. 16,776
Proceeds from the sale of marketable securities.. 10,361 19,261
Purchases of marketable securities............... (5,846) (32,853)
Disposition of property and equipment............ 1,685 226
Additions to investments......................... (8) (7,513)
Net assets of businesses acquired, net of cash... (6,743)
Disposition of business.......................... 177
Collections of notes receivable.................. 243 755
Net cash used in investing activities............ (22,258) (19,253)
Cash Flows From Financing Activities:
Net increase in notes payable.................... 30,015 3,372
Proceeds of long-term debt....................... 3,249 3,756
Repayments of long-term debt..................... (565) (263)
Dividends paid................................... (3,351) (3,353)
Net cash provided by financing activities........ 29,348 3,512
Effect of Exchange Rate Changes on Cash ........... 68 97
Decrease in Cash and Equivalents................... (8,847) (890)
Cash and Equivalents at Beginning of Period........ 10,359 1,908
Cash and Equivalents at End of Period.............. $ 1,512 $ 1,018
See accompanying notes.
=============================================================================
Supplemental cash flow disclosure:
1995 1994
Interest paid.................................... $ 2,399 $ 1,386
Income taxes paid................................ 16,928 7,832
6
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PITTWAY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands, Unaudited)
Note 1. Basis of Presentation
The accompanying consolidated financial statements include the accounts of
Pittway Corporation and its majority-owned subsidiaries (the "Company" or
"Registrant"). Summarized financial information for the limited real
estate partnership ventures and other affiliates is omitted because, when
considered in the aggregate, they do not constitute a significant
subsidiary.
The accompanying consolidated financial statements are unaudited but
reflect all adjustments of a normal recurring nature which are, in the
opinion of management, necessary for a fair presentation of the financial
statements contained herein. However, the financial statements and related
notes do not include all disclosures normally provided in the Company's
Annual Report on Form 10-K. Accordingly, these financial statements and
related notes should be read in conjunction with the Company's Annual
Report on Form 10-K for the year ended December 31, 1994.
Note 2. Acquisitions and Disposition
During the 1995 second quarter, the Company acquired a 75% interest in a
foreign manufacturer of commercial intrusion alarms and control panels and
the assets and business of a domestic manufacturer of residential
burglar/fire alarm controls for $6,743 cash and $2,317 in notes. The
acquisitions were accounted for as purchase transactions in the
consolidated financial statements from their respective dates of
acquisition. Their impact on consolidated results of operations was not
significant. Also during the 1995 second quarter, the Company sold its 51%
interest in a business offering seminars and other business training
programs to its minority stockholders for $177 cash and a $177 note due in
one year. No significant gain or loss resulted from the sale. Operating
results were included in the consolidated financial statements to the date
of disposition.
Note 3. Marketable Securities
Information about the Company's available-for-sale securities at June 30,
1995 and December 31, 1994 is as follows:
7
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June 30, December 31,
1995 1994
Adjustable Rate Preferred Stocks -
Aggregate cost $ 34,719 $ 39,396
Net unrealized holding loss (3,861) (5,083)
Aggregate fair value $ 30,858 $ 34,313
Realized gains and losses are based upon the specific identification
method. Information about the Company's sales transactions of available-
for-sale securities for the six months ended June 30 is as follows:
1995 1994
Cash proceeds $ 10,361 $ 19,261
Realized gains $ 105 $ 182
Realized losses $ 266 $ 34
In connection with an initial public offering of First Alert, Inc. common
stock in 1994, the Company sold its 16.67% ownership in First Alert, Inc.
by selling 1,355,000 shares in March and the remaining 195,000 shares in
April. The sale of the shares resulted in a pretax gain of $19,506. The
$24,506 pre-tax proceeds from the two sales were received in April 1994.
Prior to the initial public offering, the Company's equity investment in
First Alert, Inc. was recorded at a cost of $5 million.
Note 4. Inventories
Inventories consist of the following:
June 30, December 31,
1995 1994
Raw materials $ 37,274 $ 32,520
Work in process 14,413 11,653
Finished goods -
Manufactured by the Company 52,906 43,096
Manufactured by others 47,310 37,794
Total 151,903 125,063
Less LIFO reserve (710) (262)
$151,193 $124,801
Note 5. Earnings per Share
Net income per share of common capital stock is based on the combined
weighted average number of Common and Class A shares outstanding during
each period and does not include Class A shares issuable upon exercise of
stock options because the dilutive effect is not significant.
Note 6. Legal Proceedings
In 1989 a judgment was entered against Saddlebrook Resorts, Inc.
("Saddlebrook"), a former subsidiary of the Company, in a lawsuit which
8
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arose out of the development of Saddlebrook's resort and a portion of the
adjoining residential properties owned and currently under development by
the Company. The lawsuit alleged damage to plaintiffs' adjoining property
caused by surface water effects from improvements to the properties.
Damages of approximately $8 million were awarded to the plaintiffs and an
injunction was entered requiring, among other things, that Saddlebrook work
with local regulatory authorities to take corrective actions. In 1990 the
trial court entered an order vacating the judgment and awarding a new
trial. On remand to the trial court, Saddlebrook's motion for summary
judgment, on the ground that plaintiffs' claims were fully retried and
rejected in a related administrative proceeding, was granted in December
1994. Plaintiffs have appealed the trial court's decision granting summary
judgment based on collateral estoppel. The Company believes that the
ultimate outcome of the aforementioned lawsuit will not have a material
adverse effect on its financial statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
For the second quarter and first six months of 1995, sales increased 24%
and 25%, respectively, due to higher sales in both the alarm and publishing
segments. On a year-to-date basis, domestic sales increased 23% and
international sales, representing approximately 10% of total consolidated
sales, increased 32%. Gross profit grew at about the same rate as sales.
Selling, general and administrative expenses increased 21% over the second
quarter and 22% over the first six months of 1994 primarily due to
increased costs associated with the expanded sales volume.
Alarm product sales increased 27% both for the quarter and year-to-date to
$182.7 million and $354.1 million, respectively, due to a combination of
overall market growth and, more significantly, increased market share. The
latter has resulted from growing customer preference for the service and
convenience offered by the Company's distribution business and for numerous
new products introduced by the Company's manufacturing units in recent
years. The success of the distribution business was partly aided by the
bankruptcy of a major competitor. Operating income for the segment
increased 36% to $13.2 million for the quarter and 30% to $26.4 million
year-to-date primarily because of the expanded sales volume partially
offset by costs of new product development expenses.
Publishing sales rose 17% to $52.6 million for the quarter and 16% to
$101.7 million year-to-date due to a modest increase in advertising pages
and page rates and to an increase in ancillary operations, including a
direct mail production company which was purchased in the 1994 third
quarter. Despite large paper and postage increases in 1995, operating
income increased 35% to $4.7 million for the quarter and 16% to $7.5
million year-to-date due to increased magazine revenues and to increased
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profits from the ancillary operations of the business which included the
seminar and other training programs business which was sold at the end of
the second quarter.
Included in other income in 1994 is a $19.5 million pretax gain on the sale
of First Alert, Inc. common stock, $17.0 million recorded in the first
quarter and $2.5 million recorded in the second quarter. Excluding the gain
on sale of investment, other income was less favorable in 1995 primarily
due to increased interest expense on a higher level of debt and reduced
earnings from affiliates and other investments. The unfavorable comparison
in earnings is primarily attributable to the results of a 45%-owned
affiliate which recorded a loss in 1995 due to unusually large product
development expenses versus income in 1994. Partially offsetting this
affiliate loss in 1995 was a $1 million cash distribution received in the
second quarter from a real estate limited partnership.
The effective tax rate decreased from 39% in the second quarter and 40% in
the first six months of 1994 to 37% in the 1995 periods reported primarily
due to an overall lower effective tax rate on increased earnings at the
foreign operations.
FINANCIAL CONDITION
The Company's financial condition remained strong through the second
quarter of 1995. Management anticipates that operations, borrowings and
marketable securities will continue to be the primary source of funds
needed to meet ongoing programs for capital expenditures, to finance
acquisitions and investments and to pay dividends.
Through the first six months of 1995, the primary source of cash provided
by operations was profits before depreciation and amortization. Such cash
generated from operations, along with a $33 million net increase in debt
and $4 million net proceeds from marketable securities, was used to finance
the $44 million net increase in working capital items and to pay $22
million for capital expenditures, $7 million to acquire new businesses and
$3 million in dividends.
The Company is continually investigating investment opportunities for
growth in related areas and is presently committed to invest approximately
$7.5 million in certain affordable housing ventures through 1997.
The Company has real estate investments in various limited partnerships
with interests in commercial rental properties which may be sold or turned
over to lenders due to the present weak commercial real estate market. The
Company's income tax liability accounts include approximately $15 million
at June 30, 1995 to fully cover the tax payments that would be due if
properties are sold or returned to the lenders and such events would have
no effect on net income. Any such tax payments would negatively impact the
Company's cash position. It is now expected that substantially all of the
$15 million will be paid during the tax years 1995 and 1996.
10
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On May 10, 1989, the Circuit Court of the Sixth Judicial Circuit in and for
Pasco County, Florida, entered a judgment against Saddlebrook Resorts, Inc.
("Saddlebrook"), a former subsidiary of the Company, in a lawsuit which
arose out of the development of Saddlebrook's resort and a portion of the
adjoining residential properties owned and currently under development by
the Company. The lawsuit (James H. Porter and Martha Porter, Trustees, et
al. vs. Saddlebrook Resorts, Inc. and The County of Pasco, Florida; Case
No. CA83-1860), alleges damage to plaintiffs' adjoining property caused by
surface water effects from improvements to the properties. Damages of
approximately $8 million were awarded to the plaintiffs and an injunction
was entered requiring, among other things, that Saddlebrook work with local
regulatory authorities to take corrective actions. Saddlebrook made two
motions for a new trial, based on separate grounds. One such motion was
granted on December 18, 1990. Such grant was appealed by the plaintiffs.
The other such motion was denied on February 28, 1991. Saddlebrook
appealed such denial. The appeals were consolidated, fully briefed and
heard in February 1992. Saddlebrook received a favorable ruling on March
18, 1992, dismissing the judgment and remanding the case to the Circuit
Court for a new trial. An agreed order has been entered by the Court
preserving the substance of the injunction pending final disposition of
this matter. As part of its plan to comply with the agreed order,
Saddlebrook filed applications with the regulatory agency to undertake
various remediation efforts. Plaintiffs, however, filed petitions for
administrative review of the applications, which administrative hearing was
concluded in February 1992. On March 31, 1992, the hearing officer issued
a recommended order accepting Saddlebrook's expert's testimony. The
agency's governing board was scheduled to consider this recommended order
on April 28, 1992, however, shortly before the hearing, the plaintiffs
voluntarily dismissed their petitions and withdrew their challenges to the
staff's proposal to issue a permit. At the April 28, 1992 hearing the
governing board closed its file on the matter and issued the permits.
Saddlebrook appealed the board's refusal to issue a final order. On July
9, 1993 a decision was rendered for Saddlebrook remanding jurisdiction to
the governing board for further proceedings, including entry of a final
order which was issued on October 25, 1993. The plaintiffs appealed the
Appellate Court decision to the Florida Supreme Court and appealed the
issuance of the final order to the Second District Court of Appeals. The
Florida Supreme Court heard the appeal on May 3, 1994 and denied
plaintiffs' appeal. The other appeal was voluntarily dismissed by the
plaintiffs on June 17, 1994. On remand to the trial court, Saddlebrook's
motion for summary judgment, based on collateral estoppel on the ground
that plaintiffs' claims were fully retried and rejected in a related
administrative proceeding, was granted on December 7, 1994. Plaintiffs
filed for a rehearing which was denied. Plaintiffs have appealed the trial
court's granting of summary judgment.
11
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Until October 14, 1989, Saddlebrook disputed responsibility for ultimate
liability and costs (including costs of corrective action). On that date,
the Company and Saddlebrook entered into an agreement with regard to such
matters. The agreement, as amended and restated on July 16, 1993, provides
for the Company and Saddlebrook to split equally the costs of the defense
of the litigation and the costs of certain related litigation and
proceedings, the costs of the ultimate judgment, if any, and the costs of
any mandated remedial work. Subject to certain conditions, the agreement
permits Saddlebrook to obtain subordinated loans from the Company to enable
Saddlebrook to pay its one-half of the costs of the latter two items. No
loans have been made to date.
The Company believes that the ultimate outcome of the aforementioned
lawsuit will not have a material adverse effect on its financial
statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of stockholders was held on May 11, 1995 and the following
action was taken:
Management's slate of nominees for directors was unopposed and elected in its
entirety. The results of the voting were as follows:
Director For Withheld Abstentions Broker Non-votes
Common Stock-
S. Barrows 2,409,532 2,690 28,363 111,600
F. Conforti 2,409,657 2,565 28,363 111,600
L. Guthart 2,409,628 2,594 28,363 111,600
I. Harris 2,409,532 2,690 28,363 111,600
K. Harris 2,409,657 2,565 28,363 111,600
N. Harris 2,409,532 2,690 28,363 111,600
W. Harris 2,409,657 2,565 28,363 111,600
J. Kahn, Jr. 2,409,657 2,565 28,363 111,600
Class A Stock-
E. Barnett 7,455,952 6,980 105,681 2,925,150
E. Coolidge III 7,459,565 3,367 105,681 2,925,150
A. Downs 7,462,932 3,455 105,681 2,925,150
12
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
Number Description
3.3 Bylaws of Registrant, as amended
27 Financial Data Schedule
(submitted only in electronic format)
(b) No reports on Form 8-K have been filed during the quarter for
which this report is filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PITTWAY CORPORATION
(Registrant)
By /s/ Paul R. Gauvreau
Paul R. Gauvreau
Financial Vice President
and Treasurer
(Duly Authorized Officer and
Principal Financial Officer)
Date: July 31, 1995
13
EXHIBIT 3.3
PITTWAY CORPORATION
JUNE 30, 1995
FORM 10-Q
AS REVISED AT
MARCH 16, 1995
BOARD MEETING
PITTWAY CORPORATION
(a Delaware corporation)
________
BY-LAWS
________
NAME-LOCATION
Section 1. Name. The name of the Corporation is
PITTWAY CORPORATION.
Section 2. Registered Office. The registered office
shall be in the City of Wilmington, County of New Castle, State
of Delaware, and the name of the resident agent in charge thereof
shall be The Corporation Trust Company. The Corporation may also
have offices at such other places as the Board of Directors may
from time to time appoint or the business of the Corporation may
require.
SEAL
Section 3. Seal. The corporate seal shall have
inscribed thereon the name of the Corporation, the year of its
organization and the words "Corporate Seal, Delaware." One or
more duplicate dies for impressing such seal may be kept and
used.
MEETINGS OF STOCKHOLDERS
Section 4. Place of Meeting. All meetings of the
stockholders shall be held at such place, within or without the
State of Delaware, as is fixed in the notice of the meeting.
Section 5. Annual Meeting. An annual meeting of the
stockholders of the Corporation for the election of directors and
the transaction of such other business as may properly come
before the meeting shall be held on the first Monday of May in
each year if not a legal holiday, and if a legal holiday, then on
the next succeeding business day, not a Saturday, at 4:00 P.M.
Central Daylight Savings Time. If for any reason any annual
meeting shall not be held at the time herein specified, the same
may be held at
any time thereafter upon notice, as herein provided, or the
business thereof may be transacted at any special meeting called
for the purpose.
Section 6. Special Meetings. Special meetings of
stockholders may be called by the Chairman of the Board, the
Chairman of the Executive Committee, the President, or a
Vice-Chairman of the Board whenever the one so calling the
meeting deems it necessary or advisable, and shall be called by
the Chairman of the Board, the Chairman of the Executive
Committee, the President, or a Vice-Chairman of the Board,
whenever so directed in writing by a majority of the full Board
of Directors (and, in the case of each of the Chairman of the
Board and the President, whenever so required by the Certificate
of Incorporation).
Section 7. Notice of Meetings. Notice of the date,
time and place of each annual and each special meeting of the
stockholders shall be given to each of the stockholders entitled
to vote at such meeting by mailing the same in a postage prepaid
wrapper addressed to each such stockholder at his address as it
appears on the books of the Corporation, or by delivering the
same personally to any such stockholder, in lieu of such mailing,
at least ten (10) days prior to, and not more than sixty (60)
days before, such meeting, and meetings may be held without
notice if all of the stockholders entitled to vote thereat are
present in person or by proxy, or if notice thereof is waived by
all such stockholders not present in person or by proxy, before
or after the meeting. The notice of each special meeting of the
stockholders shall set forth the purposes thereof and the
business transacted at all special meetings of stockholders shall
be confined to the purposes stated in the notice thereof.
Section 8. Closing of Transfer Books. The Board of
Directors may close the stock transfer books of the Corporation
for a period not exceeding sixty (60) days preceding the date of
any meeting of stockholders, or 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 capital stock shall
go into effect, or for a period not exceeding sixty (60) days in
connection
with obtaining the consent of stockholders for any purpose,
provided, however, that in lieu of closing the stock transfer
books as aforesaid the Board of Directors shall have the power to
fix in advance a date not exceeding sixty (60) days and not less
than ten (10) days preceding the date of any meeting of
stockholders, or 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 capital stock shall go into effect, or the final date for
obtaining any such consent, as a record date for the
determination of the stockholders entitled to notice of and to
vote at such meeting, entitled to receive payment of such
dividend or to such allotment of rights or to exercise the right
in respect of such change, conversion or exchange of capital
stock, or to give such consent, and in such case only such
stockholders as shall be stockholders of record on the date so
fixed shall be entitled to such notice of and to vote at such
meeting or to receive payment of such dividend or to receive such
allotment of rights or to exercise such rights or to give such
consent as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any such record date
fixed as aforesaid.
Section 9. Organization. At each meeting of the
stockholders, the Chairman of the Board, or in the case of
vacancy in office or absence of the Chairman of the Board, one of
the following officers present in the order stated: the Chairman
of the Executive Committee, the President, the Vice-Chairmen of
the Board in their order of rank, the Vice-Presidents in their
order of rank and seniority, or a chairman chosen by the
stockholders entitled to cast a majority of the votes which all
stockholders present in person or by proxy are entitled to cast
on such matter, shall act as chairman, and the Secretary, or, in
the absence of the Secretary, an Assistant Secretary, or in the
absence of both the Secretary and Assistant Secretaries, a person
appointed by the chairman, shall act as secretary.
Section 10. Voting at Stockholders' Meetings. At each
meeting of the stockholders, every stockholder having the right
to vote thereat shall be entitled to vote in person, or by proxy
appointed by an instrument in writing subscribed by such
stockholder and bearing a date not more than three years prior to
the date of said meeting, unless said instrument provides for a
longer period. Stockholders shall have the voting rights
specified in the Certificate of Incorporation. The vote for
directors, and, upon the demand of any stockholder, the vote upon
any question before the meeting, shall be by ballot.
Section 11. Quorum and Adjournment. Except as
otherwise provided by law or by the Certificate of Incorporation,
at any meeting of the stockholders the presence, in person or by
proxy, of the holders of shares of stock of the Corporation
entitled to cast at least a majority of the votes which the
outstanding stock entitled to vote thereat is entitled to cast on
a particular matter shall be requisite and shall constitute a
quorum entitled to take action with respect to that vote on that
matter. If at any meeting of stockholders there shall be, with
respect to a particular matter, less than a quorum so present,
the stockholders present in person or by proxy and entitled to
vote thereat on such matter may without further notice, following
the completion of such action, if any, with respect to other
matters as the stockholders present in person or by proxy and
constituting a quorum to vote thereat on such matters desire to
take, adjourn the meeting from time to time until a quorum with
respect to such matter shall be present, but no business shall be
transacted at any such adjourned meeting except such as might
have been lawfully transacted had the meeting not been adjourned.
Section 12. List of Stockholders. The Secretary shall
prepare, at least 10 days before every meeting of the
stockholders, a complete list of the stockholders entitled to
vote at such meeting arranged in alphabetical order, showing the
address of each stockholder and the number of shares registered
in the name of each stockholder, and such list shall be open to
examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least
10 days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified
in the notice of the meeting or, if not so specified, at the
place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder who
is present.
DIRECTORS
Section 13. Number of Directors. The number of
directors constituting the full Board of Directors shall be such
number, not less than eight (8), as shall from time to time be
fixed by resolution of the Board of Directors. Vacancies, and
newly created directorships resulting from any increase in the
number of directorships, may be filled as provided in the
Certificate of Incorporation. The directors, other than
directors elected to fill vacancies or any new directorships
resulting from any increase in the number of directors, shall be
elected at the annual meeting of the stockholders and each
director shall be elected to serve (unless removed) until his
successor shall be elected and shall qualify.
Section 14. Powers, Qualifications and Removal. The
business of the Corporation shall be managed by the Board of
Directors, except as may otherwise be provided in the Certificate
of Incorporation. Any director may tender his resignation at any
time. Directors may be removed at any time as provided by law.
Section 15. Regular and Special Meetings of the Board.
The Board of Directors may hold its meetings, whether
organizational, regular or special, either within or without the
State of Delaware. Regular meetings of the Board may be held
with or without notice at such time and place as shall from time
to time be determined by resolution of the Board. Whenever the
time or place of regular meetings of the Board shall have been
determined by resolution of the Board, no regular meetings shall
be held pursuant to any resolution of the Board altering or
modifying its previous resolution relating to the time or place
of the holding of regular meetings, without first giving three
(3) days' written notice to each director, either personally or
by telegram, or five (5) days' written notice to each director by
mail, of the substance and effect of such new resolution relating
to the time and place at which regular meetings of the Board may
thereafter be held without notice. Special meetings of the Board
shall be held whenever called in writing by the Chairman of the
Board, the Chairman of the Executive Committee, the President, a
Vice-Chairman of the Board, or any two (2) directors (at least
one of whom shall have been elected by the holders of the
Corporation's Common Stock of the par value of $1.00 per share).
Notice of each special meeting of the Board shall be delivered
personally to each director or sent by telegraph to his residence
or usual place of business at least three (3) days before the
meeting, or mailed to him to his residence or usual place of
business at least five (5) days before the meeting. Meetings of
the Board, whether regular or special, may be held at any time
and place, and for any purpose, without notice, when all the
directors are present or when all directors not present shall, in
writing, waive notice of and consent to the holding of such
meeting, which waiver and consent may be given after the holding
of such meeting. All or any of the directors may waive notice of
any meeting and the presence of a director at any meeting of the
Board shall be deemed a waiver of notice thereof by him.
Section 16. Organization. At every meeting of the
Board, the Chairman of the Board, or in the case of vacancy in
office or absence of the Chairman of the Board, one of the
following officers present in the order stated: the Chairman of
the Executive Committee, the President, the Vice-Chairmen of the
Board in their order of rank, the Vice Presidents in their order
of rank and seniority, or a chairman chosen by a majority of the
directors present, shall preside, and the Secretary, or, in the
absence of the Secretary, an Assistant Secretary, or in the
absence of the Secretary and the Assistant Secretaries, any
person appointed by the chairman of the meeting, shall act as
secretary.
Section 17. Quorum and Adjournment. At all meetings of
the Board a majority of the full Board of Directors shall be
necessary and sufficient to constitute a quorum for the
transaction of business except as may otherwise be specifically
provided in the Certificate of Incorporation or in these By-Laws;
provided, that if a quorum of directors shall not be present at
any duly called or regular meeting thereof, the directors present
may adjourn said meeting from time to time for a period of not
exceeding two (2) weeks in the aggregate and notice of any such
adjourned meeting shall not be necessary unless an adjournment
was taken sine die.
COMMITTEES
Section 18. Executive Committee. There shall be a
committee of the Board of Directors designated as the Executive
Committee, to consist of three (3) or more of the directors, as
shall from time to time be appointed by resolution of the Board.
Except as otherwise limited by resolution of the Board of
Directors adopted on or after November 15, 1989 or by law, the
Certificate of Incorporation or these By-Laws, the Executive
Committee shall have and may exercise, when the Board is not in
session, all the powers and authority of the Board of Directors
in the management of the business and affairs of the Corporation,
and may authorize the seal of the Corporation to be affixed to
all papers which may require it; but the Executive Committee
shall not have power to fill vacancies in the Board, or to change
the membership of or to fill vacancies in the said Committee, to
remove or replace the Chairman of the Executive Committee, or to
amend these By-Laws. The Board shall have the power at any time
to change the membership of the Executive Committee, to fill
vacancies in it, or to dissolve it. The Executive Committee may
make rules for the conduct of its business and may appoint such
assistants as it shall from time to time deem necessary. A
majority of the members of the Executive Committee shall con-
stitute a quorum.
Section 19. Audit Committee. There shall be a
committee of the Board of Directors designated as the Audit
Committee, to consist of not fewer than two members of the Board
as shall from time to time be appointed by resolution of the
Board. No member of the Board who is an officer or an employee
of the Corporation or any subsidiary of the Corporation shall be
eligible to serve on the Audit Committee. The Audit Committee
shall review and, as it shall deem appropriate, approve internal
accounting and financial controls for the Corporation and
accounting principles and auditing practices and procedures to be
employed in the preparation and review of financial statements of
the Corporation. The Audit Committee shall make recommendations
to the Board concerning the engagement of independent public
accountants to audit the annual financial statements of the
Corporation and its subsidiaries and shall arrange with such
accountants the scope of the audit to be undertaken by such
accountants. The Board shall have the power at any time to
change the membership of the Audit Committee, to fill vacancies
in it, or to dissolve it. The Audit Committee may make rules for
the conduct of its business and may appoint such assistants as it
shall from time to time deem necessary. A majority of the
members of the Audit Committee shall constitute a quorum.
Section 20. Other Committees. The Board of Directors
may also, by resolution or resolutions passed by the affirmative
vote therefor of the majority of the full Board of Directors,
designate one or more other committees, which, to the extent
provided in said resolution or resolutions, shall have and may
exercise, when the Board is not in session, the powers and
authority of the Board of Directors in the management of the
business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name or
names as may be determined from time to time by resolution
adopted by the Board of Directors. A majority of the members of
any such committee may determine its action and fix the time and
place of
its meetings unless the Board of Directors shall otherwise
provide. The Board of Directors shall have power at any time to
fill vacancies in, to change the membership of, or to dissolve
any such committee.
Section 21. Compensation of Directors. By resolution
of the Board of Directors, the directors may be paid their
expenses, if any, for attendance at each regular or special
meeting of the Board or of any committee designated by the Board
and may be paid a fixed sum for attendance at such meeting, or a
stated salary as director, or both. Nothing herein contained
shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation
therefor; provided however that directors who are also salaried
officers shall not receive fees or salaries as directors.
OFFICERS
Section 22. Designation, Term, Vacancies. The offi-
cers of the Corporation shall be a President, one or more Vice-
Presidents, a Secretary, one or more Assistant Secretaries, a
Treasurer, one or more Assistant Treasurers, and such other
officers, including a Chairman of the Board, a Chairman of the
Executive Committee and one or more Vice-Chairmen of the Board,
as the Board of Directors may from time to time deem necessary.
Such officers may have and perform the powers and duties usually
pertaining to their respective offices, the powers and duties
respectively prescribed by law and by these By-Laws, and such
additional powers and duties as may from time to time be pre-
scribed by the Board. The same person may hold any two (2)
offices. Only the Chairman of the Board, if any, the Chairman of
the Executive Committee, if any, the President, and the
Vice-Chairman of the Board, if any, need be members of the Board
of Directors.
As soon as practicable after the election of the Board
at the annual meeting of stockholders, the Board shall elect the
President, Secretary and Treasurer and, at their discretion, a
Chairman of the Board, a Chairman of the Executive committee,
such Vice-Chairmen of the Board and such Vice-Presidents as they
shall determine, all of whom shall hold office until the regular
annual meeting of the Board of Directors following their
appointment or until their successors are appointed and qualify,
provided that they, or any of them, may be removed at any time,
with or without cause, by the affirmative vote therefor of a
majority of the full Board of Directors. All other agents and
employees of the Corporation shall hold office during the
pleasure of the Board of Directors. Vacancies occurring among
the officers of the Corporation shall be filled by the Board of
Directors. The salaries of all officers of the Corporation shall
be fixed by the Board of Directors.
Section 23. Chairman of the Board. The Chairman of
the Board, if any, shall exercise such powers as may from time to
time be specifically delegated to him by these By-Laws or by
resolution of the Board of Directors.
Section 24. Chairman of the Executive Committee. The
Chairman of the Executive Committee, if any, shall preside at
meetings of the Executive Committee and shall exercise such other
powers as may from time to time be specifically delegated to him
by these By-Laws or by resolution of the Board of Directors.
Section 25. President. The President shall be the
chief executive officer and the chief operating officer of the
Corporation and shall exercise such other powers as may from time
to time be specifically delegated to him by these By-Laws or by
resolution of the Board of Directors. Subject to the Board of
Directors, he shall have general charge of the entire business of
the Corporation. He may sign certificates of stock and sign and
seal bonds, debentures, contracts or other obligations authorized
by the Board, and may, without previous authority of the Board,
make such contracts as the ordinary conduct of the Corporation's
business requires. He shall have the usual powers and duties
vested in the President of a corporation. He shall have power to
select and appoint all necessary officers and employees of the
Corporation, except those selected by the Board of Directors, and
to remove all such officers and employees, except those selected
by the Board of Directors, and make new appointments to fill
vacancies. He may delegate any of his powers to a Vice-President
of the Corporation. He shall at all times be subject to the
direction of the Board of Directors.
Section 26. Vice-Chairmen of the Board. Each
Vice-Chairman of the Board, if any, shall have such of the
President's powers and duties as the President may from time to
time delegate to him and shall exercise such other powers as may
from time to time be specifically delegated to him by these
By-Laws or by resolution of the Board of Directors.
Section 27. Vice-Presidents. Each Vice-President
shall have such of the President's powers and duties as the
President may from time to time delegate to him, and each Vice-
President shall have such other powers and perform such other
duties as may be assigned to him by these By-Laws or by
resolution of the Board of Directors.
Section 28. Treasurer. The Treasurer shall have
custody of such funds and securities of the Corporation as may
come to his hands or be committed to his care by the Board of
Directors. Whenever necessary or proper, he shall endorse on
behalf of the Corporation, for collection, checks, notes, or
other obligations, and shall deposit the same to the credit of
the Corporation in such bank or banks or depositories, approved
by the Board of Directors, as the Board of Directors or President
may designate. He may sign receipts or vouchers for payments
made to the Corporation, and the Board of Directors may require
that such receipts or vouchers shall also be signed by some other
officer to be designated by them. Whenever required by the Board
of Directors, he shall render a statement of his cash accounts
and such other statements respecting the affairs of the Corpora-
tion as may be required. He shall keep proper and accurate books
of account. He shall perform all acts incident to the office of
Treasurer, subject to the control of the Board.
Section 29. Secretary. The Secretary shall have
custody of the seal of the Corporation and when required by the
Board of Directors, or when any instrument signed by another
officer of the Corporation duly authorized to sign the same so
requires, or when necessary to attest any proceedings of the
stockholders or directors, shall affix it to any instrument
requiring the same and shall attest the same with his signature,
provided that the seal may be affixed by the President or a
Vice-President or other officer of the Corporation to any
document executed by either of them respectively on behalf of the
Corporation which does not require the attestation of the
Secretary. He shall attend to the giving and serving of notices
of meetings. He shall have charge of such books and papers as
properly belong to his office or as may be committed to his care
by the Board of Directors. He shall perform such other duties as
appertain to his office or as may be required by the Board of
Directors.
Section 30. Assistant Secretary. Each Assistant
Secretary shall be vested with such powers and duties as may be
delegated to him by the President or the Secretary and any act
may be done or duty performed by an Assistant Secretary with like
effect as though done or performed by the Secretary; and shall
have such other powers and perform such other duties as may be
assigned to him by the Board of Directors.
Section 31. Assistant Treasurer. Each Assistant
Treasurer shall be vested with such powers and duties as may be
delegated to him by the President or the Treasurer, and any act
may be performed by an Assistant Treasurer with like effect as
though done or performed by the Treasurer; and shall have such
other powers and perform such other duties as may be assigned to
him by the Board of Directors.
Section 32. Delegation. 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 may delegate,
for the time being, the powers or duties, or any of them, of such
officer to any other officer or to any director.
STOCK
Section 33. Certificates of Stock. All certificates
of shares of the capital stock of the Corporation shall be in
such form not inconsistent with the Certificate of Incorporation,
these By-Laws and the laws of the State of Delaware, as shall be
approved by the Board of Directors, and shall be signed by the
President or a Vice-President and by the Secretary or an
Assistant Secretary or by the Treasurer or an Assistant Treasurer
and shall bear the seal of the Corporation and shall not be valid
unless so signed and sealed. Certificates countersigned by a
duly appointed transfer agent and/or registered by a duly
appointed registrar shall be deemed to be so signed and sealed
whether the signatures be manual or facsimile signatures and
whether the seal be a facsimile seal or any other form of seal.
All certificates for each class of stock shall be consecutively
numbered and the name of the person owning the shares represented
thereby, his address, with the number of such shares and the date
of issue, shall be entered on the Corporation's books. All
certificates surrendered shall be cancelled and no new
certificates issued until the former certificates for the same
number of shares shall have been surrendered and cancelled,
except in cases provided for herein.
In case any officer or officers who shall have signed
or whose facsimile signature or signatures shall have been
affixed to any such certificate or certificates, shall cease to
be such officer or officers of the Corporation before such
certificate or certificates shall have been delivered by the
Corporation, such certificate or certificates may nevertheless be
adopted by the Corporation, and may be issued and delivered as
though the person or persons who signed such certificates, or
whose facsimile signature or signatures shall have been affixed
thereto, had not ceased to be such officer or officers of the
Corporation.
Section 34. Transfers of Shares. Transfers of stock
shall be made upon the books of the Corporation by the holder in
person or by attorney, upon the surrender and cancellation of the
certificate or certificates for such shares. But the Board of
Directors may appoint one or more suitable banks and/or trust
companies as transfer agents and/or registrars of transfers, for
facilitating transfers of any class or series of stock of the
Corporation by the holders thereof under such regulations as the
Board of Directors may from time to time prescribe. Upon such
appointment being made all certificates of such class or series
thereafter issued shall be countersigned by one of such transfer
agents and/or one of such registrars of transfers, and shall not
be valid unless so countersigned. The transfer books of the
Corporation may be closed for such period, not to exceed sixty
(60) days, as the Board of Directors may direct previous to and
on the day of the annual or any special meeting of the stock-
holders, and may also be closed by the Board of Directors for
such time as may be deemed advisable for dividend purposes or
allotment of rights, or determination of stockholders entitled to
vote as provided in Section 8 hereof, and during such time as
stock shall be transferable.
Section 35. Addresses of Stockholders. Every
stockholder shall furnish the Corporation with an address to
which notices of meetings and all other notices may be served
upon or mailed to him, and in default thereof notices may be
addressed to him at his last known post-office address.
Section 36. Stolen, Lost, Mutilated and Destroyed
Certificates. The Board of Directors may in its sole discretion
direct that a new certificate or certificates of stock may be
issued in place of any certificate or certificates of stock
theretofore issued by the Corporation, alleged to have been
stolen, lost, mutilated or destroyed, and the Board of Directors
when authorizing the issuance of such new certificate or
certificates may, in its discretion, and as a condition precedent
thereto, require the owner of such mutilated certificate to
surrender the same and the owner of such stolen, lost, mutilated
or destroyed certificate or certificates or his legal
representatives to give to the Corporation, and to such registrar
or registrars and/or transfer agent or transfer agents as may be
authorized or required to countersign such new certificate or
certificates, a bond in such sum as the Corporation may direct
not exceeding double the value of the stock represented by the
certificate alleged to have been stolen, lost, mutilated or
destroyed, as indemnity against any claim that may be made
against them or any of them for or in respect of the shares of
stock represented by the certificate alleged to have been stolen,
lost, mutilated or destroyed.
Section 37. Registered Stockholders. The Corporation
shall be entitled to treat the holder of record of any share or
shares of stock as the owner in fact thereof and accordingly
shall not be bound to recognize any equitable or other claim to
or interest in such share 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 Delaware.
DIVIDENDS AND FINANCE
Section 38. The Board of Directors shall have power to
fix and determine and to vary, from time to time, the amount of
the working capital of the Corporation before declaring any
dividends among its stockholders, and to direct and determine the
use and disposition of any net profits or surplus, and to
determine the date or dates for the declaration and payment of
dividends, not inconsistent with those set forth in the
Certificate of Incorporation, and to determine the amount of any
dividend, and the amount of any reserves necessary in their
judgment before declaring any dividends among its stockholders,
and to determine the amount of the net profits of the Corporation
from time to time available for dividends.
BOOKS AND RECORDS
Section 39. Subject to the provisions of the statute
under which the Corporation is organized, the Corporation may
keep its books outside the State of Delaware.
The Board of Directors shall have power, from time to
time, to determine whether and to what extent and at what times
and places and under what conditions and regulations the accounts
and books of the Corporation (except such as may by statute be
specifically open to inspection), or any of them shall be open to
the inspection of the stockholders and no stockholder shall have
any right to inspect any account or book or document of the
Corporation, except as conferred by statute or authorized by the
directors.
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS
Section 40. Contracts - How Executed. Subject to the
provisions of the Certificate of Incorporation, the Board of
Directors or the Executive Committee may authorize any officer or
officers, fiscal agent or other agent or employee of the
Corporation to enter into any contract or execute or deliver any
instrument in the name of or on behalf of the Corporation and
such authority may be general or confined to specific instances;
and unless so authorized by the Board of Directors or by these
By-Laws, no officer, fiscal or other agent or employee of the
Corporation shall have any power or authority to bind the Cor-
poration by any contract or engagement or to pledge its credit or
to render it liable for any purpose.
Section 41. Loans. Any officer or agent of the
Corporation when authorized by the Board of Directors or the
Executive Committee may negotiate loans and advances for the
Corporation from any bank, trust company or other institution or
from any firm, corporation or individual, and for such loans and
advances, when authorized by the Board of Directors, may make,
execute and deliver promissory notes or other evidences of
indebtedness of the Corporation, and pledge, hypothecate or
transfer as security for the payment thereof securities or other
property at any time held by the Corporation. No loans shall be
contracted on behalf of the Corporation and no notes or other
evidences of indebtedness shall be issued in its behalf unless
and except as authorized by the Board of Directors or the Execu-
tive Committee.
Section 42. Deposits. All funds of the Corporation
shall be deposited from time to time to the credit of the
Corporation in such bank or trust companies or with such bankers
or other depositories in the United States or elsewhere as the
Board of Directors or the President may approve.
Section 43. Checks, Drafts, Etc. All notes, drafts,
acceptances, checks, endorsements or other evidences of
indebtedness shall be signed by the President or a Vice-President
and shall be countersigned by the Treasurer or an Assistant
Treasurer of the Corporation, or by such officers as may, from
time to time, be designated by resolution of the Board of
Directors or the Executive Committee for that purpose. Endorse-
ments for deposit to the credit of the Corporation in any of its
duly authorized depositories may be made by the Treasurer or an
Assistant Treasurer or by any other officer or agent who may be
designated by resolution of the Board of Directors or the
Executive Committee.
Section 44. Safe Deposit Vaults. To the extent
permitted by law, securities of the Corporation may be deposited
in such safe deposit vaults in the United States or elsewhere as
the Board of Directors or the Executive Committee may approve,
and access to such vaults shall be only by such officer together
with such additional officer or officers and/or responsible
employee or employees as may from time to time be designated for
the purpose by resolution of the Board of Directors.
Section 45. Deposit of Securities for Safekeeping.
From time to time, to the extent permitted by law, the Board of
Directors may deposit for safekeeping with one or more banks,
trust companies or other financial institutions to be selected by
them in the United States or elsewhere, any securities owned by
the Corporation and not otherwise deposited or pledged as
security. Any and all securities so deposited may be withdrawn
from time to time only by such officer of the Corporation
together with such additional officer or officers and/or res-
ponsible employee or employees as may from time to time, to the
extent permitted by law, be designated for the purpose by reso-
lution of the Board of Directors.
FISCAL YEAR
Section 46. The fiscal year shall begin the first day
of January in each year.
NOTICES
Section 47. Whenever under the provisions of these
By-Laws notice is required to be given to any director, officer
or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, by
depositing the same in the post-office or letter-box, in a
post-paid sealed wrapper, addressed to such stockholder, officer
or director at such address as appears on the books of the
Corporation, or, in default of other address, to such director,
officer or stockholder at his last known post-office address and
such notice shall be deemed to be given at the time when the same
shall be thus mailed.
Any stockholder, director or officer may waive any
notice required to be given under these By-Laws by instrument in
writing signed (either before or after the holding of any meeting
in respect of which the notice is required) by such stockholder,
director or officer and filed with the Corporation.
STOCK OF OTHER CORPORATIONS
Section 48. The Chairman of the Board, if any, the
Chairman of the Executive Committee, if any, the President, each
Vice-Chairman of the Board, if any, and each Vice-President are
authorized on behalf of the Corporation, in person or (to the
extent permitted by law) by proxy, to attend, act and vote at
meetings of the stockholders, partners or other holders of equity
or voting rights of any corporation, partnership, limited
liability company or other entity in which the Corporation shall
hold stock or any other equity interest or any voting rights, and
to exercise thereat any and all rights and powers incident to the
ownership of such stock or other equity interest or voting
rights, and to execute waivers of notice of such meetings and
calls therefor. Such officers are also authorized on behalf of
the Corporation to execute written consents and the like with
respect to actions to be taken without meetings of stockholders,
partners or other holders of equity or voting rights of any such
corporation, partnership, limited liability company or other
entity. The Board of Directors may also authorize any other
director, officer or other person on behalf of the Corporation to
take any and all of such actions, and authority may be given to
exercise such authority either on one or more designated
occasions, or generally on all occasions until revoked by the
Board.
REGISTRATION OF SECURITIES
Section 49. Any stocks or securities owned by the
Corporation may, if so determined by the Board of Directors, be
registered either in the name of the Corporation or in the name
of any nominee or nominees appointed for that purpose by the
Board of Directors.
AMENDMENTS
Section 50. These By-Laws may be altered or amended by
the holders of shares of stock of the Corporation entitled to
vote with respect thereto, present in person or by proxy at any
regular or special meeting of the stockholders, if notice of the
proposed alteration or amendment be contained in the notice of
the meeting, or by the affirmative vote therefor of a majority of
the full Board of Directors, provided, however, that these
By-Laws may not be altered or amended either by action of the
stockholders or by action of the Board of Directors to make
provisions contrary to or in conflict with or in any way modi-
fying any provision of the Certificate of Incorporation.
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<OTHER-SE> 330,940
<TOTAL-LIABILITY-AND-EQUITY> 621,567
<SALES> 455,724
<TOTAL-REVENUES> 455,724
<CGS> 279,128
<TOTAL-COSTS> 279,128
<OTHER-EXPENSES> 10,427
<LOSS-PROVISION> 1,900
<INTEREST-EXPENSE> 2,464
<INCOME-PRETAX> 30,914
<INCOME-TAX> 11,464
<INCOME-CONTINUING> 19,450
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 19,450
<EPS-PRIMARY> 1.40
<EPS-DILUTED> 1.40
</TABLE>
