<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1994
______________
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________.
Commission File Number 0-1349
Stanhome Inc.
___________________________________________________________________________
(Exact name of registrant as specified in its charter)
Massachusetts 04-1864170
_______________________________ ________________________
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
333 Western Avenue, Westfield, Massachusetts 01085
___________________________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 413-562-3631
___________________________________________________________________________
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 [_]
March 31,
1994 1993
____ ____
Shares Outstanding:
Common Stock with
Associated Rights 19,470,555 19,798,907
Total number of pages
contained herein 31
Index to Exhibits is
on page 17
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
------------------------------
STANHOME INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
MARCH 31, 1994 and DECEMBER 31, 1993
(Unaudited) (Audited)
<CAPTION>
March 31, December 31,
1994 1993
---- ----
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and certificates of deposit $ 59,125,627 $ 53,333,754
Marketable securities, at cost (which
approximates market value) 15,747,548 7,392,380
Notes and accounts receivable, net 117,117,858 123,018,073
Inventories 93,201,040 94,877,441
Prepaid advertising 37,883,535 30,946,289
Other prepaid expenses 10,207,673 4,783,884
------------ ------------
Total current assets 333,283,281 314,351,821
------------ ------------
PROPERTY, PLANT AND EQUIPMENT, at cost 108,923,371 107,851,799
Less - Accumulated depreciation and
amortization 64,509,904 63,177,270
------------ ------------
44,413,467 44,674,529
------------ ------------
OTHER ASSETS:
Intangibles
Goodwill, net 42,580,342 43,028,884
Product lines and other, net 17,709,477 18,720,577
Other 8,907,729 8,954,915
------------ ------------
69,197,548 70,704,376
------------ ------------
$446,894,296 $429,730,726
============ ============
<FN>
The accompanying notes are an integral part of these condensed financial
statements.
</TABLE>
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<PAGE>
<TABLE>
STANHOME INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
MARCH 31, 1994 and DECEMBER 31, 1993
(Unaudited) (Audited)
<CAPTION>
March 31, December 31,
1994 1993
---- ----
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes and loans payable $ 805,975 $ 834,197
Accounts payable 56,561,612 51,166,414
Federal, state and foreign taxes
on income 27,391,924 21,598,997
Accrued expenses--
Payroll and commissions 12,351,428 12,844,332
Vacation, sick leave and
retirement insurance 9,683,459 9,074,991
Acquisitions 9,451,469 9,125,000
Restructuring 7,466,653 10,840,975
Royalties 7,337,851 7,319,675
Pensions and profit sharing 5,595,957 5,094,628
Other 29,027,335 27,153,269
------------ ------------
Total current liabilities 165,673,663 155,052,478
------------ ------------
LONG-TERM LIABILITIES:
Foreign employee severance obligations 13,519,895 12,869,999
Pensions 7,661,333 7,442,344
------------ ------------
Total long-term liabilities 21,181,228 20,312,343
------------ ------------
SHAREHOLDERS' EQUITY
Common stock 3,153,530 3,153,530
Capital in excess of par value 35,861,059 34,015,110
Retained earnings 342,023,434 338,753,939
Cumulative translation adjustments ( 27,077,722) ( 27,405,455)
------------ ------------
353,960,301 348,517,124
Less - Shares held in treasury, at cost 93,920,896 94,151,219
------------ ------------
Total shareholders' equity 260,039,405 254,365,905
------------ ------------
$446,894,296 $429,730,726
============ ============
<FN>
The accompanying notes are an integral part of these condensed financial
statements.
</TABLE>
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<PAGE>
<TABLE>
STANHOME INC.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME AND RETAINED EARNINGS
FOR THE THREE MONTHS ENDED MARCH 31, 1994 and 1993 (Unaudited)
<CAPTION
1994 1993
---- ----
<S> <C> <C>
NET SALES $171,769,005 $164,489,605
COST OF SALES 69,806,121 65,200,300
------------ ------------
GROSS PROFIT 101,962,884 99,289,305
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSE 86,982,547 87,406,634
------------ ------------
OPERATING PROFIT 14,980,337 11,882,671
Interest expense ( 156,920) ( 376,341)
Other income, net 664,328 637,928
------------ ------------
INCOME BEFORE INCOME TAXES 15,487,745 12,144,258
Income taxes 7,354,813 5,877,230
------------ ------------
NET INCOME 8,132,932 6,267,028
RETAINED EARNINGS, beginning of
period 338,753,939 325,241,068
Cash dividends, $.25 per share in
1994 and 1993 ( 4,863,437) ( 4,949,154)
------------ ------------
RETAINED EARNINGS, end of period $342,023,434 $326,558,942
============ ============
EARNINGS PER COMMON SHARE:
Primary and fully diluted $ .41 $ .31
===== =====
<FN>
The accompanying notes are an integral part of these condensed financial
statements.
</TABLE>
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<PAGE>
<TABLE>
STANHOME INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1994 and 1993 (Unaudited)
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
OPERATING ACTIVITIES:
Net cash provided by operating activities $17,164,172 $ 6,076,811
----------- -----------
INVESTING ACTIVITIES:
Purchase of property, plant and equipment ( 1,321,591) ( 1,113,377)
Proceeds from sale of property, plant and
equipment 605,699 121,938
Other, principally marketable securities ( 630) -
----------- -----------
Net cash used in investing activities ( 716,522) ( 991,439)
----------- -----------
FINANCING ACTIVITIES:
Cash dividends ( 4,863,437) ( 4,949,154)
Exchanges and purchases of common stock ( 108,891) ( 6,384)
Notes and loans payable ( 56,515) 2,076,746
Exercise of stock options 1,954,489 286,061
Other common stock issuance 230,674 231,903
----------- -----------
Net cash used in financing activities ( 2,843,680) ( 2,360,828)
----------- -----------
Effect of exchange rate changes on cash and
cash equivalents 187,903 ( 1,181,860)
----------- -----------
Increase/(decrease) in cash and
cash equivalents 13,791,873 1,542,684
Cash and cash equivalents,
beginning of year 53,333,754 33,793,236
----------- -----------
Cash and cash equivalents, end of quarter $67,125,627 $35,335,920
=========== ===========
SUPPLEMENTAL CASH FLOW DATA
Cash paid for:
Interest $ 190,717 $ 340,564
Income taxes $ 1,709,357 $ 3,086,577
<FN>
The accompanying notes are an integral part of these condensed financial
statements.
</TABLE>
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<PAGE>
STANHOME INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
The consolidated condensed financial statements and related notes
included herein have been prepared by the Company, without audit except for
the December 31, 1993 condensed balance sheet, which was derived from the
Annual Report on Form 10-K, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading. The information furnished reflects all normal
recurring adjustments which are, in the opinion of management, necessary to
a fair statement of the results for the interim periods. It is suggested
that these condensed financial statements be read in conjunction with the
financial statements and related notes to consolidated financial statements
included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1993.
1. ACCOUNTING POLICIES:
The Company's financial statements for the three months ended March
31, 1994 have been prepared in accordance with the accounting policies
described in Note 1 to the December 31, 1993 consolidated financial
statements included in the Company's 1993 Annual Report on Form 10-K.
Marketable securities with maturities of three months or less are
considered to be cash equivalents and amounted to $8,000,000 at March 31,
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<PAGE>
1994 versus none at December 31, 1993. Notes and accounts receivable were
net of allowance for doubtful accounts of $16,813,000 at March 31, 1994 and
$15,731,000 at December 31, 1993.
2. INVENTORY CLASSES:
The major classes of inventories at March and December 3l were as
follows (in thousands):
March 31, December 31,
1994 1993
---- ----
Raw materials and supplies $ 6,687 $ 6,710
Work in process 388 644
Finished goods in transit 8,262 8,762
Finished goods 77,864 78,761
-------- --------
$ 93,201 $ 94,877
======== ========
3. OTHER INCOME, NET:
Other income, net for the three months ended March 31, 1994 and 1993
consists of the following (in thousands):
1994 1993
---- ----
Interest income $ 846 $1,055
Gains on the sale of
capital assets, net 437 1
Other assets amortization ( 598) ( 574)
Other items, net ( 20) 156
------ ------
$ 665 $ 638
====== ======
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<PAGE>
4. EARNINGS PER COMMON SHARE (BASIS OF CALCULATION):
Earnings per common share are based on the average number of common
shares outstanding and common share equivalents for the period covered.
For both years, there was no difference in earnings per share between
primary and fully diluted earnings per share computations. For the first
quarter fully diluted computation, the average number of shares utilized
was 19,754,901 and 20,024,213 shares for 1994 and 1993, respectively,
including common share equivalents of 332,288 in 1994 and 241,298 in 1993.
The lower average number of shares for 1994 resulted from the repurchase
of shares in the last nine months of 1993 as part of the Company's
repurchase program.
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<PAGE>
STANHOME INC.
THREE MONTHS ENDED MARCH 31, 1994
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
BUSINESS SEGMENTS of the Company's operations are summarized on Page
14. A discussion and analysis of the segments follows:
Enesco Worldwide Giftware Group sales increased 13% primarily due to
continued unit volume growth in the United States of collectible licensed
lines. Delivery of products from the Far East continued to improve.
International sales and operating profit decreased due to poor economic
conditions and to unfavorable exchange translation rates in 1994 compared
to 1993. The Australian company recorded much lower sales and losses, and
as provided for in the 1993 restructuring, was sold to a distributor in
April 1994. Total Group operating profit increased 32% and benefited from
a lower percentage of selling, general and administrative expenses
principally due to the favorable impact of the sales increase on fixed
costs. The total cost of sales percentage increased due to higher costs
and product promotions.
Hamilton Worldwide Direct Response Group sales and operating profit
increased due to unit volume sales growth in the United States.
International sales decreased and operating losses increased and were
impacted by poor economic conditions.
Worldwide Direct Selling Group sales decreased as results were
impacted by poor economic conditions in Europe and unfavorable foreign
exchange rates compared to the first quarter 1993. However, operating
profit improved 18% as a result of the benefits from the restructuring
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<PAGE>
program, announced in 1993. Included in the benefits were reduced losses
from operations that have been discontinued. First quarter sales and
operating losses for 1994 and 1993 of operations that have been
discontinued as a result of the restructuring were sales of $857,000 and
$1,233,000, respectively, and operating losses of $1,000 and $1,102,000,
respectively. European Direct Selling sales decreased 12% due to declines
from all the major operations but operating profit increased 14% due to
the benefits from the restructuring. First quarter 1994 European local
currency sales and operating profit translated at 1993 exchange rates
would have resulted in a 4% sales decrease but a 26% operating profit
increase. Italian value-added sales tax and, in some cases, income tax
issues concerning the Italian independent Dealers, as well as registration
taxes imposed by the government which affect the Dealer force, have caused
Dealers to leave and potential recruits to decline to join. These
conditions still persist. The Company will continue to assist Dealers in
their defense of the claims, by making payments of legal expenses,
advancing amounts for tax deposits, or making payments of settlements
where this is more cost effective than potential litigation costs, so as
to protect its Dealer force and its ability to recruit and retain future
Dealers. These payments have not been material. Latin American Direct
Selling sales and operating profit increased due principally to strong
results from Mexico. U.S. Direct Selling sales decreased and operating
loss increased.
General corporate expense increased due principally to higher
compensation and benefits.
-10-
<PAGE>
International operations were unfavorably impacted by lower currency
translation rates in the first three months of 1994 compared to 1993 and
1993 compared to 1992. The value of the U.S. dollar versus Asian
currencies has resulted in higher costs of imported products. The value
of the U.S. dollar versus international currencies where the Company
conducts business will continue to impact the future results of these
businesses. In addition to the currency risks, the Company's
international operations, including sources of imported products, are
subject to the risks of doing business abroad including import or export
restrictions and changes in economic and political climates.
Net sales and operating profit for the first quarter of 1994 are less
than the fourth quarter of 1993 due to the seasonal characteristics of the
Company's sales.
INTEREST EXPENSE AND OTHER INCOME, NET. Interest expense for the
first quarter of 1994 decreased compared to 1993 principally due to lower
borrowings. Interest income decreased compared to 1993 principally due to
lower rates. The 1994 gain on the sale of assets was from the sale of the
Company's Direct Selling Zanesville, Ohio Customer Care Center.
THE EFFECTIVE TAX RATE was 47% for the first quarter of 1994 compared
to 48% for the first quarter of 1993. The decrease was principally due to
a favorable earnings mix with a lower ratio of foreign source income to
United States income, which has a lower rate despite the increase in
United States taxes in 1994.
FINANCIAL CONDITION. The Company has historically satisfied its
capital requirements with internally generated funds and short-term loans.
Working capital requirements have seasonal variations during the year and
are generally greatest during the third quarter.
-11-
<PAGE>
The major sources of cash from operating activities in the first
quarter of 1994 were from net income as well as lower accounts receivable
and inventory levels and higher levels of accounts payable and accrued
taxes due generally to timing differences and seasonality. The amounts
were partially reduced by increases in prepaid expenses due to seasonality
and marketing efforts in support of higher sales for the Direct Response
Group.
The major use of cash in investing activities in the first three
months of 1994 was for capital expenditures. Capital expenditure
commitments for $17 million are planned for 1994. As part of the
restructuring program, the Company currently has for sale two distribution
centers with a total appraised value of approximately $2.7 million. The
Company has an acquisition program, and may utilize funds for this purpose
in the future. On April 15, 1994, the acquisition accrual amount was paid
in connection with the Company's 1989 stock purchase of The Hamilton Group
Limited, Inc.
The major use of cash in financing activities was for dividends to
shareholders. The Company has an authorized program to purchase shares of
stock for the Company treasury from time to time in the open market,
depending on market conditions, and may utilize funds for this purpose in
the future. As of March 31, 1994, 1.4 million shares remained available
for purchase under the program. The Company's earnings, cash flow, and
available debt capacity have made and make stock repurchases, in the
Company's view, one of its best investment alternatives. The major source
of funds from financing activities continued to be from the exercise of
stock options. Total stock options outstanding at the exercise price
amounted to $72 million at March 31, 1994 and the Company could receive
these funds in the future if the options are exercised.
-12-
<PAGE>
Fluctuations in the value of the U.S. dollar versus international
currencies affect the U.S. dollar translation value of international
currency denominated balance sheet items. The changes in the balance sheet
dollar values due to international currency translation fluctuations are
recorded as a component of shareholders' equity. International currency
fluctuations of $328,000 reduced the cumulative translation component which
contributed to the shareholders' equity increase in the first quarter of
1994. The translation adjustments to the March 31, 1994 balance sheet that
produced the 1994 change in the cumulative translation component of
shareholders' equity were increases in working capital by $339,000; net
property, plant and equipment and other assets by $592,000; and long-term
liabilities by $603,000. The Company depends upon its international
operations to pay dividends and to make other payments to the Company. The
Company's international operations are subject to the risks of doing
business abroad including currency, economic and political.
With the level of funds generated from operations, the level of
working capital and the unused lines of credit, no liquidity problems are
anticipated.
-13-
<PAGE>
<TABLE>
STANHOME INC.
SALES AND OPERATING PROFIT BY BUSINESS SEGMENT
FOR THE FIRST THREE MONTHS ENDED MARCH 31, 1994 AND 1993 (Unaudited)
(In Thousands)
<CAPTION>
1994 1993 Percent
Actual Actual Change
------ ------ -------
<S> <C> <C> <C>
Net Sales:
Worldwide Giftware $ 86,745 $ 76,467 13%
Worldwide Direct Response 26,074 23,593 11
Worldwide Direct Selling 59,439 64,508 ( 8)
Eliminations ( 489) ( 78)
-------- --------
Total Net Sales $171,769 $164,490 4%
======== ========
Operating Profit:
Worldwide Giftware $ 10,288 $ 7,813 32%
Worldwide Direct Response 1,549 1,349 15
Worldwide Direct Selling 5,315 4,518 18
Corporate ( 2,172) ( 1,797) (21)
-------- --------
Total Operating Profit $ 14,980 $ 11,883 26%
======== ========
</TABLE>
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<PAGE>
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Annual Meeting of Stockholders was held on April 28, 1994.
(c) The first matter voted upon at the meeting was the election of
Directors. The members of Class II were standing for election
to a three-year term expiring at the Annual Meeting in 1997.
Upon motion duly made and seconded, it was voted to elect Janet
M. Clarke, Alejandro Diaz, Allan G. Keirstead, and Alla O'Brien
as Class II Directors for a three-year term expiring at the
Annual Meeting in 1997 and until their successors are elected
and qualified. The votes for each of the candidates were
reported as follows:
Janet M. Clarke For: 16,298,959
Withheld: 397,058
Alejandro Diaz For: 16,288,229
Withheld: 407,788
Allan G. Keirstead For: 16,312,668
Withheld: 383,349
Alla O'Brien For: 16,318,615
Withheld: 377,402
The second matter voted upon at the meeting was the ratification
of the Board's appointment of Arthur Andersen & Co. as
independent accountants for 1994. Upon motion duly made and
seconded, it was voted that the appointment by the Board of
Directors at its March 2, 1994 meeting of Arthur Andersen & Co.,
independent certified public accountants, as independent
accountants for the Company for its fiscal year ending December
31, 1994 be ratified and approved. The votes for the
independent accountants were reported as follows:
Arthur Andersen & Co. For: 16,539,831
Against: 41,502
Abstain: 114,684
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<PAGE>
The third matter voted upon at the meeting was the approval of the
indemnification provision as amended and restated in Article V of the
Company's By-Laws. Upon motion duly made and seconded, it was voted
that the amendment and restatement by the Board of Directors at its
January 26, 1994 meeting of Article V of the Company's By-Laws be
ratified and approved. The votes for the indemnification provision
amendment were reported as follows:
By-Laws Amendment For: 16,285,237
Against: 74,035
Abstain: 336,745
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
- By-Laws as amended.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the
Quarter for which this report is filed.
All other items hereunder are omitted because either such item is
inapplicable or the response to it is negative.
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.
STANHOME INC.
(Registrant)
Date: May 11, 1994 /s/G. William Seawright
________________________
G. William Seawright
President and Chief Executive Officer
Date: May 11, 1994 /s/Allan G. Keirstead
________________________
Allan G. Keirstead
Chief Administrative and Financial
Officer
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Reg. S-K
Item 601 Exhibit 10-Q Page No.
<S> <C> <C>
3(ii) By-Laws 18
</TABLE>
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<PAGE>
BY-LAWS
OF
STANHOME INC.
Effective on October 1, 1965 or on such later date
as the new Business Corporation Law of
Massachusetts (Chapter 156B) takes effect
As amended through April 28, 1994
BY-LAWS OF STANHOME INC.
TABLE OF CONTENTS
ARTICLE PAGE
I OFFICES.............................................1
Sec. 1 Principal Office............................1
Sec. 2 Other Offices...............................1
II MEETING OF STOCKHOLDERS.............................1
Sec. 1 Place of Meetings...........................1
Sec. 2 Quorum......................................1
Sec. 3 Annual Meetings.............................1
Sec. 4 Special Meetings............................2
Sec. 5 Notices.....................................2
Sec. 6 Adjournments................................2
III DIRECTORS...........................................2
Sec. 1 Number and Term.............................2
Sec. 2 Annual Meetings.............................2
Sec. 3 Regular Meetings............................2
Sec. 4 Special Meetings............................3
Sec. 5 Waiver of Notice............................3
Sec. 6 Quorum......................................3
Sec. 7 Action without Meeting......................3
Sec. 8 Powers......................................3
Sec. 9 Execution of Corporation Documents
and Instruments.............................3
Sec. 10 Committees of the Board of
Directors...................................4
Sec. 11 Remuneration of Outside Directors...........4
IV OFFICERS............................................4
Sec. 1 Election of Officers........................4
Sec. 2 Terms of Office.............................4
Sec. 3 Compensation of Officers, Employees
and Agents..................................4
Sec. 4 Vacancies...................................5
CHAIRMAN OF THE BOARD
Sec. 5 .............................................5
Sec. 6 .............................................5
PRESIDENT
Sec. 7 .............................................5
Sec. 8 .............................................5
VICE-PRESIDENTS
Sec. 9 .............................................6
TREASURER
Sec. 10 ............................................6
Sec. 11 ............................................6
Sec. 12 ............................................6
Sec. 13 ............................................6
<PAGE>
ARTICLE PAGE
ASSISTANT TREASURERS
Sec. 14 ............................................6
SECRETARY
Sec. 15.............................................7
ASSISTANT SECRETARIES ..............................7
Sec. 16 ............................................7
CLERK
Sec. 17 ............................................7
ASSISTANT CLERKS
Sec. 18 ............................................7
BONDS
Sec. 19 ............................................8
V INDEMNIFICATION OF OFFICERS
AND DIRECTORS ......................................8
Sec. 1 .............................................8
VI STOCK ..............................................9
Sec. 1 Holders to be Recognized....................9
Sec. 2 Form of Stock Certificates..................9
Sec. 3 Replacement of Certificates Lost, Etc.......9
Sec. 4 Fixing Date for Determination of
Stockholders of Record......................9
Sec. 5 Restrictions on Transfer....................10
Sec. 6 Massachusetts Control Share
Acquisition Act.............................10
VII SEAL AND FISCAL YEAR ...............................10
Sec. 1 Seal .......................................10
Sec. 2 Fiscal Year ................................10
VIII AMENDMENT OF BY-LAWS................................10
Sec. 1..............................................10
Sec. 2..............................................11
<PAGE>
STANHOME INC
ARTICLE I
OFFICES
Sec. 1. Principal Office. The location of the principal office of
the Corporation shall be in the City of Westfield, Massachusetts, unless
such location shall at any time be changed as permitted by law.
Sec. 2. Other Offices. The Corporation may also have offices in such
other places within and without the Commonwealth of Massachusetts as the
business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Sec. 1. Place of Meetings. All meetings of stockholders shall be held
at the principal office of the Corporation in the Commonwealth of
Massachusetts, unless by order of the Board of Directors the notice of any
such meeting shall designate some other place within the Commonwealth of
Massachusetts.
Sec. 2. Quorum. A majority of the stock issued, outstanding and
entitled to vote on the matters to be presented, which is represented by
the holders thereof, either in person or by proxy, shall be a quorum at
any meeting of stockholders.
Sec. 3. Annual Meetings. The annual meeting of the stockholders
shall be held on the fourth Thursday of April in each year at l0:00 A.M.
unless by order of the Board of Directors the notice of the annual meeting
shall designate some other hour on such date. At each annual meeting the
stockholders entitled to vote thereat on the matter shall elect the class
of Directors whose term of office is expiring, in accordance with the
provisions of Article 6B of the Restated Articles of Organization of the
Corporation, as amended. At each annual meeting the stockholders entitled
to vote thereat on the matter shall have placed before them for
ratification the name of the Auditor appointed by the Board of Directors
in accordance with law.
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<PAGE>
Sec. 4. Special Meetings. Special meetings of stockholders may be
called by the President, or by the Directors, or in any other manner
specifically authorized by law; provided, however, that if one or more
stockholders request the special meeting, the holders of at least ninety
percent in interest of the capital stock entitled to vote at the meeting
must submit written application therefor.
Sec. 5. Notices. Notice of any meeting of stockholders shall, at
least seven days prior to the date thereof, be mailed by the Clerk or an
Assistant Clerk or delivered by either to each stockholder entitled to vote
on any of the matters to be presented at his address as the same appears on
the stock records of the Corporation or so mailed or delivered to his
residence or to his usual place of business.
Sec. 6. Adjournments. Any meeting of the stockholders may be
adjourned to any other time and place by the stockholders present or
represented by proxy at the meeting and entitled to vote on the matters to
be presented, although less than a quorum, and it shall not be necessary to
notify any stockholder of any such adjournment. Any business which could
have been transacted at any meeting of stockholders as originally called
may be transacted at any such adjournment thereof.
ARTICLE III.
DIRECTORS
Sec. l. The business and affairs of the Corporation shall be managed
by or under the direction of a Board of Directors as set forth in Article
6B of the Restated Articles of Organization of the Corporation, as amended.
Each Director shall be a voting stockholder or shall become such prior to
acting as a director.
Sec. 2. Annual Meetings. Following each annual meeting of
stockholders and at the place thereof, if a quorum of the Board of
Directors is present thereat, the annual meeting of the Board of Directors
shall proceed thereafter without notice; but if a quorum of the Board is
not present thereat, or, if present, does not so proceed to hold such
meeting, the annual meeting of such Board shall be called in the manner
hereinafter provided with respect to the call of a special meeting of the
Board.
Sec. 3. Regular Meetings. Regular meetings of the Board of Directors
may be held at such times and places within or without the Commonwealth of
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<PAGE>
Massachusetts as shall from time to time be fixed by the Board, and no
notice need be given of regular meetings held at times and places so fixed.
Sec. 4. Special Meetings. Special meetings of the Board of Directors
may be called at any time by the Chairman of the Board or the President,
and the Secretary or an Assistant Secretary shall give notice of any
special meeting so called to all Directors stating the time and place
within or without the Commonwealth of Massachusetts, and such notice shall
be sufficient if given either (i) by mailing the same postage prepaid forty-
eight hours before the date of the meeting addressed to each Director at
his usual place of business or residence, or (ii) by delivery thereof in
hand or by telegram dispatched prepaid not less than twenty-four hours
before the date of the meeting, or (iii) orally or by telephone not less
than twenty-four hours before the date of the meeting.
Sec. 5. Waiver of Notice. Any requirement of notice of any meeting of
the Board of Directors shall be deemed satisfied as to any Director who
waives the same or whose attendance at such meeting constitutes a waiver
under the law.
Sec. 6. Quorum. A majority of the Board of Directors in office shall
constitute a quorum for the transaction of business, and a meeting of the
Board, whether a quorum be present or not, may be adjourned by those
present without the necessity of notifying any Director of any such
adjournment. Any business which could legally be transacted at any meeting
of the Board of Directors may be transacted at any adjournment thereof
without any new notification.
Sec. 7. Action without Meeting. Any action required or permitted to
be taken at any meeting of the Board of Directors may be taken without a
meeting if all Directors consent in writing to such action. Such written
consent shall be filed with the minutes of the Board of Directors.
Sec. 8. Powers. The Board of Directors shall manage the business of
the Corporation and shall have all the powers of the Corporation, except
such as by law, the Articles of Organization or by the By-Laws of the
Corporation are conferred upon or reserved to the stockholders.
Sec. 9. Execution of Corporation Documents and Instruments. The Board
of Directors shall designate the persons, in addition to those specifically
authorized elsewhere in these By-Laws, who shall be empowered on behalf of
the Corporation to sign checks, contracts, bids, deeds, releases, security
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devices, notes and other documents and instruments of the Corporation, as
well as the terms and conditions, if any, of such signing.
Sec. 10. Committees of the Board of Directors. The Board of Directors
may establish such committees, including an Executive Committee, consisting
of members elected by it from among its number as it deems advisable in the
conduct of the business of the Corporation and may delegate such functions
and duties to such committees from time to time as may be permitted by law.
Sec. 11. Remuneration of Outside Directors. Any Director who is
entitled to compensation from the Corporation as an officer or employee
thereof shall not receive any additional compensation for his services as a
director. The Board of Directors may provide for remuneration of all other
Directors in such amounts and in such manner as the Board may from time to
time deem advisable.
ARTICLE IV
OFFICERS
Sec. l. Election of Officers. The Officers of the Corporation shall
be elected by the Directors and shall include a President, a Treasurer, and
a Clerk, and, when deemed desirable by the Board of Directors, a Chairman
of the Board, one or more Vice-Presidents, one or more Assistant
Treasurers, a Secretary and one or more Assistant Secretaries, one or more
Assistant Clerks and such other officers as the Board of Directors may,
from time to time, deem necessary or advisable for the management of the
affairs of the Corporation. The President, Treasurer and Clerk shall be
elected at the Annual Meeting of Directors. All other officers may be
elected at such annual meeting or at any regular or special meeting of the
Board of Directors.
Sec. 2. Terms of Office. The President, the Treasurer and the Clerk
shall (unless sooner removed in accordance with law) hold office until the
next annual meeting of the Board of Directors and until their respective
successors are elected. All other officers shall (unless sooner removed in
accordance with law) hold their respective offices until the next annual
meeting and the election of the first mentioned officers thereat.
Sec. 3. Compensation of Officers, Employees and Agents. The officers,
employees and agents of the Corporation shall receive such compensation and
upon such terms as the Board of Directors may from time to time determine.
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The determination of such compensation may be delegated by the Board of
Directors to (i) a Compensation Committee composed of members of the Board
who are elected to that Committee by it or appointed under its
authorization except that the determination of the compensation of the
members of the Compensation Committee cannot be delegated to that
Committee, and (ii) to such other individuals or committees to the extent
and in the manner permitted by the law.
Sec. 4. Vacancies. If any corporate office specified in this Article
becomes vacant for any reason, including resignation, the Board of
Directors may elect a successor who shall hold office for the unexpired
term unless sooner removed in accordance with law.
CHAIRMAN OF THE BOARD
Sec. 5. The Chairman of the Board shall preside at all meetings of the
stockholders and of the Board of Directors.
Sec. 6. The Chairman of the Board shall have the power, on behalf of
the Corporation, to sign contracts, deeds and releases and, with the
Treasurer or Assistant Treasurer, to sign or endorse security devices,
notes, and, when authorized by the Board of Directors, to sign or endorse
such other documents and instruments as the Board of directors may specify.
The Chairman of the Board shall also have such additional powers and duties
as the Board of Directors may from time to time assign to him.
PRESIDENT
Sec. 7. In the absence or disability of the Chairman of the Board or
at his request, or if his office be vacant, the President shall preside at
all meetings of the stockholders and of the Board of Directors.
Sec. 8. The President shall have the power on behalf of the
Corporation (i) to sign contracts, deeds and releases and (ii) with the
Treasurer or Assistant Treasurer, to sign or endorse certificates of stock,
security devices, notes, and (iii) when authorized by the Board of
Directors, to sign or endorse such other documents and instruments as the
Board of Directors may specify. The President shall have also such
additional powers and duties as the Board of Directors may from time to
time assign to him.
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VICE-PRESIDENTS
Sec. 9. Each of the Vice-Presidents shall bear such title and shall
have such powers and duties as may be assigned to him from time to time by
the Board of Directors.
TREASURER
Sec. 10. The Treasurer shall have the custody of the money, funds and
securities of the Corporation and shall have charge of its books and the
keeping of its accounts. He shall make financial and accounting reports to
the Board of Directors at least quarterly and more often when requested by
it, and shall make a report at the annual meeting of stockholders. He
shall keep full and accurate accounts of receipts and disbursements in
books belonging to the Corporation and shall deposit all monies and other
valuable effects in the name and to the credit of the Corporation in such
depositories as may be designated from time to time by the Board of
Directors.
Sec. 11. The Treasurer shall, with the President or a duly authorized
Vice-President, sign all certificates of stock, and with the Chairman of
the Board or the President or a duly authorized Vice-President, sign or
endorse security devices and notes and, when authorized by the Board of
Directors, sign or endorse such other documents and instruments as the
Board may specify.
Sec. 12. The Treasurer shall also keep books for the recording of stock
and transfers thereof and the names and addresses of stockholders and shall
be transfer agent of the Corporation for the transfer of all certificates
of stock; provided that the Board of Directors may, with respect to the
transfer of shares of any class of the capital stock of the Corporation,
appoint any other person or corporation to act as transfer agent, and, when
the Board deems it desirable, any person or corporation to act as registrar
thereof.
Sec. 13. The Treasurer also shall have such additional powers and
duties as may be assigned to him from time to time by the Board of
Directors.
ASSISTANT TREASURERS
Sec. 14. In the absence or disability of the Treasurer, or if his
office be vacant, the Assistant Treasurers, in the order of the seniority
of their election, shall have the powers and duties appertaining to the
office of Treasurer set forth in Sections l0 and l2 above and when duly
authorized by the Board of Directors shall perform all or any part of the
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duties set forth in Sections 11 and l3 above. In addition to the
foregoing, each of the Assistant Treasurers shall have such other powers
and duties as may be assigned to him from time to time by the Board of
Directors.
SECRETARY
Sec. 15. The Secretary shall attend all meetings of the Board of
Directors and the Executive Committee and shall record all votes and
minutes of all proceedings thereat in books to be kept for that purpose.
When required by law or these By-Laws, proper notice of meetings of the
Board of Directors shall be given by him. In addition to the foregoing,
the Secretary shall have such other powers and duties as may be assigned to
him from time to time by the Board of Directors.
ASSISTANT SECRETARIES
Sec. 16. In the absence or disability of the Secretary or at his
request, or if his office be vacant, the Assistant Secretaries, in the
order of the seniority of their elections, shall perform the duties herein
assigned to the Secretary. In addition to the foregoing, each Assistant
Secretary shall have such other powers and duties as may be assigned to him
from time to time by the Board of Directors.
CLERK
Sec. 17. The Clerk shall be a resident of the Commonwealth of
Massachusetts unless the Board of Directors shall appoint a Resident Agent
as permitted by law. He shall attend all meetings of stockholders and act
as clerk thereof and shall record all votes and minutes of all proceedings
thereat in books to be kept for that purpose. Such books shall remain at
the principal office of the Corporation or at the office of the Resident
Agent, if any. When required by law or these By-Laws, proper notice shall
be given by him of all meetings of stockholders. In addition to the
foregoing, the Clerk shall have such other powers and duties as may be
assigned to him from time to time by the Board of Directors.
ASSISTANT CLERKS
Sec. 18. In the absence or disability of the Clerk or at his request,
or if his office be vacant, the Assistant Clerks, in the order of the
seniority of their election, shall perform the duties herein assigned to
the Clerk. In addition to the foregoing, each Assistant Clerk shall have
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such other powers and duties as may be assigned to him from time to time by
the Board of Directors.
BONDS
Sec. 19. Any officer of the Corporation may be required to give a bond
for the faithful performance of his duties in such form and with such
sureties as the Board of Directors may direct.
ARTICLE V
INDEMNIFICATION
Sec. 1. In order to induce directors, officers, employees and other
agents of the Corporation to serve as such and as partial consideration for
such service, the Corporation shall, to the fullest extent and under the
circumstances permitted by Massachusetts law, as amended from time to time,
indemnify any person serving or who has served as a director or officer of
the Corporation or a President or Vice President of any division of the
Corporation or any person serving or who has served at the Corporation's
request (1) as director or officer of a direct or indirect subsidiary of
the Corporation or another organization or (2) in any capacity with respect
to any employee benefit plan of the Corporation, and the Board of Directors
may, to the extent legally permissible, indemnify any person serving or who
has served as an employee or other agent of the Corporation or as an
employee or other agent or in any capacity with respect to any employee
benefit plan of a direct or indirect subsidiary of the Corporation or
another organization, against all liabilities and expenses, including
amounts paid in satisfaction of judgments, in compromise or as fines and
penalties, and counsel fees, reasonably incurred by him or her in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, in which he or she may be involved
or with which he or she may be threatened, while serving or thereafter, by
reason of his or her being or having been such a director, officer,
trustee, partner, person serving with respect to an employee benefit plan,
employee or agent, except (unless otherwise permitted by Massachusetts law)
with respect to any matter as to which he or she shall have been
adjudicated in any proceeding not have acted in good faith in the
reasonable belief that his or her action was in the best interest of the
Corporation or, to the extent such matter relates to service with respect
to an employee benefit plan, in the best interests of the participants or
beneficiaries of such employee benefit plan. Expenses, including without
limitation counsel fees, reasonably incurred by any such director, officer,
person serving with respect to any employee benefit plan, employee or agent
in connection with the defense or disposition of any such action, suit or
other proceeding may be paid from time to time by the Corporation in
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advance of the final disposition thereof upon receipt of an undertaking by
such individual to repay the amounts so paid to the Corporation if it shall
be adjudicated that indemnification for such expenses is not authorized
under this Article. The right of indemnification hereby provided shall not
be exclusive of or affect any other rights to which any such director,
officer, person serving with respect to any employee benefit plan, employee
or agent may be entitled. Nothing contained in this Article shall affect
any other rights to indemnification to which such directors, officers,
persons serving with respect to an employee benefit plan, employees or
agents may be entitled by contract or otherwise under law. The Board of
Directors is authorized to enter into agreements regarding indemnification
which are not inconsistent with the provisions of this Article.
ARTICLE VI
STOCK
Sec. l. Holders to be Recognized. The Corporation shall be entitled
to treat the record holder of any share or shares of stock as the holder in
fact thereof and 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 except as may be otherwise expressly provided by law.
Sec. 2. Form of Stock Certificates. All certificates of stock shall
be in such form and contain such information as shall be required by law
and be signed, either manually or by facsimile, as hereinbefore provided.
Sec. 3. Replacement of Certificates Lost, Etc.. In case of the
alleged loss, destruction, mutilation, or wrongful taking of a certificate
of stock, a new certificate may be issued in place thereof, upon such terms
and conditions as the Board of Directors may prescribe.
Sec. 4. Fixing Date for Determination of Stockholders of Record. The
Board of Directors may fix in advance a time, which shall be not more than
sixty days before the date of any meeting of stockholders or the date for
the payment of any dividend or the making of any distribution to
stockholders or the last day on which the consent or dissent of
stockholders may be effectively expressed for any purpose, as the record
date for determining the stockholders having the right to notice of and to
vote at such meeting and any adjournment thereof or the right to receive
such dividend or distribution or the right to give such consent or dissent,
and in such case only stockholders of record on such record date shall have
such right, notwithstanding any transfer of stock on the books of the
Corporation after the record date; or without fixing such record date the
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Board of Directors may for any of such purposes close the transfer books
for all or any part of such period.
Sec. 5. Restrictions on Transfer. The Board of Directors may impose
restrictions on transfer of securities of the Corporation pursuant to the
Rights Agreement dated as of September 7, 1988 by and between the
Corporation and The Connecticut Bank and Trust Company, N.A. (East
Hartford, Connecticut), as and to the extent required by such Rights
Agreement, as amended from time to time.
Sec. 6. Massachusetts Control Share Acquisition Act. Until such time
as this Section 6, Article VI shall be repealed or the By-Laws otherwise
shall be amended to provide otherwise, in each case in accordance with
Article VIII of the By-Laws, the provisions of Chapter 110D of the
Massachusetts General Laws ("Chapter 110D") shall not apply to "control
share acquisitions" of the Corporation within the meaning of Chapter 110D.
ARTICLE VII
SEAL AND FISCAL YEAR
Sec. 1. Seal. The seal of the Corporation shall have inscribed
thereon the name of the Corporation and the words "INCORPORATED 1931
MASSACHUSETTS". The corporate seal may be used by causing it or a
facsimile thereof to be impressed or affixed to any document.
Sec. 2. Fiscal Year. The fiscal year of the Corporation shall begin
on the first day of January of each year and end on the thirty-first day of
December.
ARTICLE VIII
AMENDMENT OF BY-LAWS
Sec. 1. Any of these By-Laws may be added to, altered, amended or
repealed by the stockholders of the Corporation entitled to vote on the
matter at any annual or special meeting of stockholders. The nature or
substance of the proposed addition, alteration, amendment or repeal shall
be stated in the notice of the meeting.
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Sec. 2. The Board of Directors shall also have the power to make,
amend or repeal the By-Laws of the Corporation in whole or in part subject
to amendment or repeal by stockholders as provided by law.
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