<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT of 1934
For the quarterly period ended March 31, 2000
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: 0-452
TECUMSEH PRODUCTS COMPANY
(Exact name of registrant as specified in its charter)
MICHIGAN 38-1093240
(State of Incorporation) (IRS Employer Identification Number)
100 EAST PATTERSON STREET
TECUMSEH, MICHIGAN 49286
(Address of Principal Executive Offices)
Telephone Number: (517) 423-8411
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.
Class of Stock Outstanding at April 28, 2000
- -------------------------------------------------------------------------------
Class B Common Stock, $1.00 par value 5,470,146
Class A Common Stock, $1.00 par value 13,906,938
<PAGE> 2
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION - ITEM 1
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited and subject to year end adjustments)
<TABLE>
<CAPTION>
(Dollars in millions) MARCH 31, December 31,
2000 1999
=======================================================================================================================
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 243.0 $ 270.5
Accounts receivable, trade, less allowance for doubtful
accounts of $6.3 million in 2000 and $6.5 million in 1999 333.1 268.6
Inventories 275.1 266.3
Deferred income taxes 50.2 44.2
Other current assets 26.1 24.7
- -----------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 927.5 874.3
PROPERTY, PLANT AND EQUIPMENT, at cost, net of
accumulated depreciation of $569.8 million in 2000
and $545.1 million in 1999 458.3 477.4
EXCESS OF COST OVER ACQUIRED NET ASSETS 46.5 48.2
DEFERRED INCOME TAXES 41.1 39.2
PREPAID PENSION EXPENSE 104.8 98.6
OTHER ASSETS 14.3 15.6
- -----------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $1,592.5 $1,553.3
=======================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable, trade $ 138.6 $ 120.0
Income taxes payable 11.2 2.6
Short-term borrowings 12.2 7.9
Accrued liabilities 153.8 125.2
- -----------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 315.8 255.7
LONG-TERM DEBT 14.6 15.6
OTHER POSTRETIREMENT BENEFIT LIABILITIES 188.1 188.4
PRODUCT WARRANTY AND SELF-INSURED RISKS 28.2 28.8
ACCRUAL FOR ENVIRONMENTAL MATTERS 35.3 35.6
PENSION LIABILITIES 14.5 15.0
- -----------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 596.5 539.1
- -----------------------------------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY:
Class A common stock, $1 par value; authorized 75,000,000 shares; issued and
outstanding 13,963,938 shares in 2000
and 14,322,938 shares in 1999 14.0 14.3
Class B common stock, $1 par value; authorized 25,000,000
shares; issued and outstanding 5,470,146 shares 5.5 5.5
Retained earnings 1,033.9 1,047.3
Accumulated other comprehensive income (57.4) (52.9)
- -----------------------------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY 996.0 1,014.2
- -----------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,592.5 $1,553.3
=======================================================================================================================
</TABLE>
The accompanying notes are an integral part of these statements. Page 2
<PAGE> 3
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION - ITEM 1
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited and subject to year end adjustments)
(Dollars in millions except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------------
2000 1999
==============================================================================================================
<S> <C> <C>
NET SALES $476.2 $489.4
COSTS AND EXPENSE
Cost of sales and operating expense 400.1 405.9
Selling and administrative expense 30.9 31.6
Nonrecurring charges (a) 33.5 --
- --------------------------------------------------------------------------------------------------------------
OPERATING INCOME 11.7 51.9
OTHER INCOME (EXPENSE)
Interest expense (1.4) (3.4)
Interest income and other, net 6.9 9.8
Nonrecurring gain (b) -- 8.6
- --------------------------------------------------------------------------------------------------------------
INCOME BEFORE TAXES ON INCOME 17.2 66.9
Taxes on income 8.2 24.4
- --------------------------------------------------------------------------------------------------------------
NET INCOME $ 9.0 $ 42.5
==============================================================================================================
BASIC AND DILUTED EARNINGS PER SHARE $ 0.46 $ 2.05
- -----------------------------------------------------------------------------------------------------------------------
Weighted Average Shares
(In thousands of shares) 19,668 20,712
- -----------------------------------------------------------------------------------------------------------------------
Cash dividends declared per share $ 0.32 $ 0.30
=======================================================================================================================
</TABLE>
(a) First quarter 2000 operating results include nonrecurring charges of $33.5
million including $15.5 million in severance pay and termination benefit
costs, $5.1 million in plant closing and exit costs, and $12.9 million in
asset impairment charges. This net charge is equivalent to $23.3 million
or $1.18 per share after taxes.
(b) First quarter 1999 operating results include a nonrecurring gain of $8.6
million from currency hedging. This gain is equivalent to $5.6 million or
$.27 per share after taxes.
The accompanying notes are an integral part of these statements. Page 3
<PAGE> 4
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION - ITEM 1
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited and subject to year end adjustments)
<TABLE>
<CAPTION>
(Dollars in millions) Three Months Ended
March 31,
------------------------
2000 1999
=======================================================================================================================
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 9.0 $ 42.5
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 19.3 17.9
Nonrecurring charges 33.5 --
Accounts receivable (68.1) (89.6)
Inventories (10.3) 0.5
Payables and accrued expenses 42.7 70.8
Prepaid pension expense (6.3) (4.4)
Other (10.7) (7.6)
- -----------------------------------------------------------------------------------------------------------------------
Cash Provided By Operating Activities 9.1 30.1
- -----------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (14.9) (15.7)
- -----------------------------------------------------------------------------------------------------------------------
Cash Used in Investing Activities (14.9) (15.7)
- -----------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid (6.2) (6.2)
Increase in borrowings, net 3.7 4.2
Repurchases of common stock (16.5) (16.5)
- -----------------------------------------------------------------------------------------------------------------------
Cash Used in Financing Activities (19.0) (18.5)
- -----------------------------------------------------------------------------------------------------------------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH (2.7) (9.2)
- -----------------------------------------------------------------------------------------------------------------------
Decrease in Cash and Cash Equivalents (27.5) (13.3)
CASH AND CASH EQUIVALENTS:
Beginning of period 270.5 277.7
- -----------------------------------------------------------------------------------------------------------------------
End of period $ 243.0 $ 264.4
=======================================================================================================================
</TABLE>
The accompanying notes are an integral part of these statements. Page 4
<PAGE> 5
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION - ITEM 1
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. The condensed consolidated financial statements of Tecumseh Products
Company and Subsidiaries (the "Company") are unaudited and reflect all
adjustments (consisting of normal recurring adjustments) which are, in the
opinion of management, necessary for a fair presentation of the financial
position and operating results for the interim periods. The December 31,
1999 condensed balance sheet data was derived from audited financial
statements, but does not include all disclosures required by generally
accepted accounting principles. The condensed consolidated financial
statements should be read in conjunction with the consolidated financial
statements and notes thereto contained in the Company's Annual Report for
the fiscal year ended December 31, 1999. Due to the seasonal nature of the
Company's business, the results of operations for the interim period are
not necessarily indicative of the results for the entire fiscal year.
The financial data required in this Form 10-Q by Rule 10.01 of Regulation
S-X have been reviewed by Ciulla, Smith & Dale, LLP, the Company's
independent certified public accountants, as described in their report
contained elsewhere herein.
2. INVENTORIES consisted of:
<TABLE>
<CAPTION>
(Dollars in millions) MARCH 31, December 31,
2000 1999
- -----------------------------------------------------------------------------------------------------
<S> <C> <C>
Raw material and work in process $144.5 $151.7
Finished goods 112.6 96.1
Supplies 18.0 18.5
- -----------------------------------------------------------------------------------------------------
Total Inventories $275.1 $266.3
=====================================================================================================
</TABLE>
3. NONRECURRING CHARGES - During the quarter ended March 31, 2000, the
Company recorded $33.5 million in nonrecurring charges ($23.3 million or
$1.18 per share net of tax) related to the restructuring and realignment
of its compressor manufacturing operations both domestically and
internationally. The nonrecurring charges consist of the following items
and activities:
<TABLE>
<CAPTION>
=====================================================================================================
(Dollars in millions) Projected After Tax
Costs Costs
---------- ---------
<S> <C> <C>
RESTRUCTURING AND REALIGNMENT CHARGES:
Closing and relocation of Somerset, KY facility:
Employee termination costs $ 9.5 $ 6.0
Plant closing and decommissioning costs 5.1 3.2
Write-off, removal and storage of obsolete or
idle equipment 4.2 2.6
Indian work force reduction program 6.0 6.0
------- --------
Total restructuring and realignment charges $ 24.8 $ 17.8
ASSET IMPAIRMENT CHARGE 8.7 5.5
------- --------
TOTAL NONRECURRING CHARGES $ 33.5 $ 23.3
=====================================================================================================
</TABLE>
Page 5
<PAGE> 6
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION - ITEM 1
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS, CONTINUED
The Company plans to close its Somerset, Kentucky compressor manufacturing
facility, and relocate production to other existing North American manufacturing
facilities. Management estimates that the relocation will be completed and the
plant effectively closed by the third quarter of 2001. The closing of the
Somerset plant is expected to result in the elimination of approximately 895
employees, 810 of whom are collectively bargained, hourly paid employees and 85
of whom are salaried employees. The pretax $9.5 million employee termination
costs include employee severance liabilities, additional group insurance costs,
workers' compensation costs and pension benefits.
The $18.8 million domestic restructuring and realignment charges include
approximately $6.2 million for non-cash items that are reflected as additional
accumulated depreciation in the consolidated balance sheet. The remaining $12.6
million represent cash charges, which are recorded as a current accrued
liability, and include approximately $2.9 million in hourly severance benefits
that will be paid from pension plan assets. Certain cash items will be paid
ratably from Company funds as production is phased out at Somerset. However, the
majority of the cash expenditures are expected to be made in the first and
second quarters of 2001.
The Company is planning to transfer production from the old Whirlpool facility
in Faridabad, India to the Company's new state of the art compressor
manufacturing facility in Ballabgarh. This move, along with productivity
improvements at the Hyderabad plant, prompted the Company to record a first
quarter 2000 charge of $6.0 million for a work force reduction program at these
facilities. This charge is recorded as a current accrued liability, and no tax
benefit has been recognized because it has been offset by a valuation allowance.
The Company estimates that approximately 600 fewer employees, or 35% of the
existing work force, will not be required at the new Ballabgarh facility. The
exact amount and timing of the termination payments will be dependent upon a
number of factors, including the successful ramp up of production and the actual
number of employees required to operate the new facility. Through the first
quarter of 2000, approximately $1.0 million had been expended under the program.
In addition to the above realignment, the Company has recorded an $8.7 million
asset impairment charge to reduce the carrying amount of assets dedicated to the
production of large reciprocating compressors used in the unitary air
conditioning market. Because of significantly reduced demand for this product
and high costs associated with its manufacture, the Company has estimated that
future cash flows from this product line would not be sufficient to cover the
carrying amount of the Company's assets dedicated to production of this unit. In
the consolidated balance sheet the total charge is reflected as additional
accumulated depreciation.
Page 6
<PAGE> 7
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION - ITEM 1
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS, CONTINUED
4. The following table reports the Company's comprehensive income which is
comprised of net earnings and net currency translation gains and losses:
<TABLE>
<CAPTION>
========================================================================================================
COMPREHENSIVE INCOME Three Months Ended
(Dollars in millions) March 31,
------------------------------
2000 1999
------- -------
<S> <C> <C>
Net Income $ 9.0 $ 42.5
Other comprehensive income (expense):
Foreign currency translation adjustments (4.5) (35.1)
--------------------------------------------------------------------------------------------------------
Total Comprehensive Income $ 4.5 $ 7.4
========================================================================================================
</TABLE>
5. During the first quarter of 2000, the Company repurchased 359,000 shares
of its Class A common stock at an approximate cost of $16.5 million.
Existing authority permits the purchase of an additional 553,500 shares
through the end of the year.
6. The Company has been named by the U.S. Environmental Protection Agency
("EPA") as a potentially responsible party ("PRP") in connection with the
Sheboygan River and Harbor Superfund Site in Wisconsin. At the direction
of the EPA, the Company and its independent environmental consultants
conducted a remedial investigation and feasibility study. As a result of
this study, the Company believes the most appropriate course of action is
active remediation to the upper river near the Company's facility, and
that only monitored natural armoring should be required in the middle
river and the lower river and harbor. At March 31, 2000 and December 31,
1999, the Company had accrued $31.2 and $31.5 million, respectively for
estimated costs associated with the cleanup of this site.
In May 1999, the EPA issued a proposed remedial action plan ("PRAP")
for the Sheboygan River and Harbor Superfund Site. The PRAP proposed
remedial action in both the upper river and the harbor, at an estimated
cost of approximately $66 million. In August 1999, the Company filed
extensive comments in opposition to this proposal. The EPA has not yet
issued a Record of Decision ("ROD") for the cleanup of the Sheboygan River
and Harbor Site. The Company anticipates receiving a ROD in the second
quarter of year 2000; however, the ultimate resolution of this matter will
likely take much longer. In addition, the Wisconsin Department of Natural
Resources ("WDNR"), as a Natural Resource Trustee, is investigating what
additional requirements, if any, the state may have beyond those specified
under the EPA plan.
The ultimate costs to the Company will be dependent upon factors beyond
its control. These factors include the scope and methodology of the
remedial action requirements to be established by the EPA (in consultation
with the WDNR), required cleanup standards, rapidly changing remediation
technology, the extent of any natural resource damages, and the
Page 7
<PAGE> 8
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION - ITEM 1
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS, CONTINUED
outcome of any related litigation. Other PRPs may contribute to the costs
of any final remediation, and/or natural resource damage claims, regarding
the middle river and lower river and harbor portions of the Site.
The Company, in cooperation with the WDNR, conducted an investigation
of soil and groundwater contamination at the Company's Grafton, Wisconsin
plant. It was determined that contamination from petroleum and degreasing
products used at the plant are contributing to an off-site groundwater
plume. Certain test procedures are underway to assess the extent of
contamination and to develop remedial options for the site. While the
Company has provided for estimated investigation and on-site remediation
costs, the extent and timing of future off-site remediation requirements,
if any, are not presently determinable.
The WDNR and the Company's environmental engineers have been concurrently
investigating PCB contamination in the watershed of the south branch of
the Manitowoc River, downstream of the Company's New Holstein, Wisconsin
engine plant. The Company has cooperated to date with the WDNR in
investigating the scope of the contamination. Although the WDNR's
investigation has not established the parties responsible for the
contamination, the WDNR has indicated that it believes the Company is a
source of the PCB contamination and that it expects the Company to
participate in a cooperative cleanup effort. The Company has provided for
investigation expenses and for a portion of source area remediation costs
that it is likely to agree to share with federal and state authorities.
Although participation in a cooperative remediation effort for the balance
of the watershed is under consideration, it is not possible to reasonably
estimate the cost of any such participation at this time.
In addition to the above mentioned sites, the Company is also currently
participating with the EPA and various state agencies at certain other
sites to determine the nature and extent of any remedial action which may
be necessary with regard to such other sites. At March 31, 2000 and
December 31, 1999, the Company had accrued $41.9 million and $42.4
million, respectively for environmental remediation, including the amounts
noted above relating to the Sheboygan River and Harbor Superfund Site. As
these matters continue toward final resolution, amounts in excess of those
already provided may be necessary to discharge the Company from its
obligations for these sites. Such amounts, depending on their amount and
timing, could be material to reported net income in the particular quarter
or period in which they are recorded. In addition, the ultimate resolution
of these matters, either individually or in the aggregate, could be
material to the consolidated financial statements.
7. The Company is also the subject of, or a party to, a number of other
pending or threatened legal actions involving a variety of matters
incidental to its business. Although the ultimate outcome of these matters
cannot be predicted with certainty, and some may be disposed of
unfavorably to the Company, management has no reason to believe that their
disposition will have a materially adverse effect on the consolidated
financial position or results of operations of the Company.
Page 8
<PAGE> 9
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION - ITEM 1
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS, CONTINUED
8. The Company has three reportable segments based on the similarity of
products produced: Compressor Products, Engine & Power Train Products, and
Pump Products. There has been no change since the prior year-end in the
methods used to determine reportable segments or in measuring segment
income. There has been no material change in total assets for each
reportable segment (other than changes due to normal, cyclical business
operations) since December 31, 1999. Revenues and operating income by
segment for the periods indicated are as follows:
<TABLE>
<CAPTION>
BUSINESS SEGMENT DATA
Three Month Ended
(Dollars in millions) March 31,
-----------------------------
2000 1999
=======================================================================================================
<S> <C> <C>
NET SALES:
Compressor Products $247.1 $249.5
Engine and Power Train Products 196.3 209.4
Pump Products 32.8 30.5
-------------------------------------------------------------------------------------------------------
Total Net Sales $476.2 $489.4
-------------------------------------------------------------------------------------------------------
OPERATING INCOME:
Compressor Products $ 21.0 $ 24.6
Engine and Power Train Products 22.1 26.7
Pump Products 4.8 3.0
Corporate expenses (2.7) (2.4)
Nonrecurring charges (33.5) --
-------------------------------------------------------------------------------------------------------
Total Operating Income 11.7 51.9
-------------------------------------------------------------------------------------------------------
Interest expense (1.4) (3.4)
Interest income and other, net 6.9 9.8
Nonrecurring gain -- 8.6
-------------------------------------------------------------------------------------------------------
INCOME BEFORE TAXES ON INCOME $ 17.2 $ 66.9
=======================================================================================================
</TABLE>
Page 9
<PAGE> 10
INDEPENDENT ACCOUNTANTS' REPORT
May 10, 2000
Tecumseh Products Company
Tecumseh, Michigan
We have reviewed the consolidated condensed balance sheet of Tecumseh
Products Company and Subsidiaries as of March 31, 2000 and the related
consolidated condensed statements of income and cash flows for the three months
ended March 31, 2000 and 1999. These financial statements are the responsibility
of the Company's management.
We have conducted our review in accordance with standards established by
the American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the consolidated condensed financial statements referred to
above for them to be in conformity with generally accepted accounting
principles.
We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet as of December 31, 1999, and
the related consolidated statements of income, stockholders' equity, and cash
flows for the year then ended (not presented herein); and in our report dated
January 28, 2000, we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying consolidated condensed balance sheet as of December 31, 1999, is
fairly stated in all material respects in relation to the consolidated balance
sheet from which it has been derived.
CIULLA, SMITH & DALE, LLP
Certified Public Accountants
Southfield, Michigan
Page 10
<PAGE> 11
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Consolidated sales in the first quarter of 2000 amounted to $476.2 million
and were down somewhat from the $489.4 million sold in the first quarter of 1999
when demand for generator engines was at unusually high levels. Net income
before nonrecurring items amounted to $32.3 million or $1.64 per share in
comparison with 1999 first quarter net income of $36.9 million or $1.78 per
share. Nonrecurring charges of $33.5 million ($23.3 million net of tax) had the
effect of reducing 2000 reported earnings to $9.0 million or $.46 per share
while nonrecurring credits in the first quarter of 1999 increased reported
earnings to $42.5 million or $2.05 per share.
Compressor Products
Compressor Products sales for the first quarter declined slightly from
$249.5 million in 1999 to $247.1 million in 2000. Reduced sales from operations
in North America, France and India were offset by increased domestic and export
sales in the Brazilian operations. As a result of continuing intense price
competition from Asian producers, the Company experienced significant decreases
in sales of rotary compressors for use in room air conditioning applications.
Also, reduced demand in the commercial refrigeration segment, in both North
America and Europe, resulted in lower first quarter 2000 sales when compared to
1999. Manufacturing operations at our northern India plants were interrupted in
February by a strike of the production workers. The Ballabgarh and Faridibad
plants are still idle as of this date pending resolution of the strike issues.
The Company is fulfilling Indian customer requirements from its plants elsewhere
in the world.
First quarter 2000 operating income for Compressor Products amounted to
$21.0 million, compared to operating income of $24.6 million in the first
quarter of 1999. The decline in earnings resulted primarily from lower unit
volume and lower selling prices in North America in the room air conditioning
market segment, and from the reduction of sales volume in the commercial
refrigeration market.
As anticipated, Tecumseh do Brasil showed substantial improvement during
the quarter with a 23% sales growth and a 7% increase in earnings. Margins were
lower than in the 1999 first quarter when the Brazilian currency devaluation
temporarily benefited margins on export sales. During the first quarter of 2000,
Brazilian operations contributed approximately 25% of compressor segment sales
and 64% of compressor segment operating income.
Engine and Power Train Products
As expected, first quarter Engine and Power Train Products sales and
earnings were down from 1999 levels, largely because of reduced sales of engines
used in portable power generation equipment. First quarter sales amounted to
$196.3 million as compared to $209.4 million in 1999. Operating income of $22.1
million in the first quarter was down from the $26.7 million earned in the first
quarter of 1999. Throughout 1999, sales and earnings were favorably impacted by
unusually high sales of engines for portable generators resulting from
consumers' concerns
Page 11
<PAGE> 12
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
over possible power disruptions after year-end. Now that this concern has been
eased, generator engine sales have dropped precipitously. Due to high levels of
generator inventories and temporarily reduced demand, it is likely that this
depressed market will continue to overshadow sales of the Company's lawn and
garden products for the balance of the year.
Pump Products
The Company's pump manufacturing plants continued to show solid growth in
sales and earnings during the first quarter of 2000. Sales increased 7.5% from
$30.5 million in first quarter of 1999 to $32.8 million in first quarter of
2000. Pump Products operating income increased over 50% from $3.0 million in
first quarter 1999 to $4.8 million in first quarter 2000. This growth is due
primarily to the success of the Company's consumer water gardening products
being marketed through large "do-it-yourself" retail chains. In addition, the
Pump Products group enjoyed notable sales increases in the industrial and
transportation market segments during the first quarter of 2000 compared to
first quarter 1999 sales levels. The Company's pump manufacturing plants
achieved an improved operating margin of 14.6% in the first quarter of 2000
compared to 10% in first quarter 1999 due to the increased sales volume and mix
of products sold.
Nonrecurring Charges
Management, in an effort to better meet changing customer requirements,
reduce production costs and improve overall productivity and product quality,
has undertaken a number of strategic initiatives designed to consolidate,
streamline and realign production capabilities in its compressor manufacturing
operations, both domestically and internationally. As a result of these
initiatives, the Company has recorded nonrecurring charges of $33.5 million
($23.3 million or $1.18 per share net of tax) in the first quarter of 2000 as
described in Note 3 to the financial statements.
Taxes on Income
The effective income tax rate was 47.7% in the first quarter of 2000
compared to 36.5% in the first quarter of 1999. The higher effective rate in
2000 reflects a valuation allowance established for deferred tax assets recorded
in the first quarter in India.
Outlook
The fundamentals that the Company has experienced in the first quarter of
2000 appear likely to continue throughout the remainder of the year. In the
engine and power train business, it is very likely that we will continue to
experience lower sales and income due to considerable declines in sales of
engines for generators as compared to the prior year. In the compressor
business, we are also likely to experience continued difficult pricing and
competitive scenarios in the room air conditioning market segment. We anticipate
additional improvements in the Brazilian operations with sales continuing to
grow as the result of new business and added capacity,
Page 12
<PAGE> 13
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
particularly later in the year. We still believe that full year earnings per
share before nonrecurring items will equal or slightly exceed last year's full
year performance. However, we foresee second quarter earnings per share down
slightly from the second quarter of 1999.
LIQUIDITY, CAPITAL RESOURCES AND RISKS
The Company continues to maintain a strong and liquid financial position.
Working capital of $611.7 million at March 31, 2000 was down slightly from
$618.6 million at the end of 1999, and the ratio of current assets to current
liabilities was approximately 2.9. First quarter capital spending was $14.9
million. Total capital spending for 2000 should approximate $90 - $100 million
of which the major portion will be spent on capacity expansion in Brazil.
Working capital requirements, planned capital investment and stock
repurchase expenditures for 2000 are expected to be financed primarily through
internally generated funds; however, short-term borrowings and various financial
instruments are utilized from time to time to hedge currency risk and finance
foreign working capital requirements. The Company maintains a $100 million
revolving credit facility that is available for general corporate purposes. The
Company may also utilize long-term financing arrangements in connection with
state investment incentive programs.
The Company will continue to focus its efforts on improving the
profitability and competitiveness of its worldwide compressor operations. It is
possible that additional production realignment and consolidation initiatives
will take place that could have a material effect on the consolidated financial
position and future results of operations of the Company.
As part of a previously announced share repurchase program, the Company
purchased 359,000 shares of Class A common stock during the first quarter of
2000 at an approximate cost of $16.5 million. Existing authority permits the
repurchase of an additional 553,500 shares through the end of the year.
Euro Currency
In January 1999, the European Monetary Union (EMU) entered into a
three-year transition phase during which a common currency called the "euro" is
being introduced in the participating countries. Initially, this new currency is
being used for financial transactions, and it will progressively replace the old
national currencies that will be withdrawn by July 2002. The transition to the
euro currency will involve changing all currency denominated contracts,
budgetary records and financial reporting systems, as well as simultaneous
handling of dual currencies and the conversion of historical data.
The Company's European subsidiaries have identified their preferred
options for the conversion of data and financial systems to make them euro
currency compliant. Implementation plans have been developed, and the target for
conversion has been set for first quarter 2001. The Company expects that all
necessary actions will be taken to complete a timely conversion and to
Page 13
<PAGE> 14
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ensure uninterrupted operations to the extent possible. Costs incurred through
the end of 1999 were stated in combination with amounts spent for the Year 2000
project. The Company expects that an additional $1.0 million will be spent
during 2000 and 2001 to complete the conversion to euro compliant systems.
Environmental Matters
The Company is subject to various federal, state and local laws relating
to the protection of the environment, and is actively involved in various stages
of investigation or remediation for sites where contamination has been alleged.
(See Note 6 to the financial statements.) Liabilities, relating to probable
remediation activities, are recorded when the costs of such activities can be
reasonably estimated based on the facts and circumstances currently known.
Difficulties exist estimating the future timing and ultimate costs to be
incurred due to uncertainties regarding the status of laws, regulations, levels
of required remediation, changes in remediation technology and information
available.
At March 31, 2000 and December 31, 1999, the Company had accrued $41.9
million and $42.4 million, respectively for environmental remediation, including
$31.2 and $31.5 million, respectively relating to the Sheboygan River and Harbor
Superfund Site. As these matters continue toward final resolution, amounts in
excess of those already provided may be necessary to discharge the Company from
its obligations for these sites. Such amounts, depending on their amount and
timing, could be material to reported net income in the particular quarter or
period in which they are recorded. In addition, the ultimate resolution of these
matters, either individually or in the aggregate, could be material to the
consolidated financial statements.
CAUTIONARY STATEMENTS RELATING TO FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act that are subject to the safe harbor
provisions created by that Act. In addition, forward-looking statements may be
made orally in the future by or on behalf of the Company. Forward-looking
statements can be identified by the use of terms such as "expects", "should",
"may", "believes", "anticipates", "will", and other future tense and
forward-looking terminology or by the fact that they appear under the caption
"Outlook."
Investors are cautioned that actual results may differ materially from
those projected as a result of certain risks and uncertainties, including, but
not limited to, i) changes in business conditions and the economy in general in
both foreign and domestic markets; ii) weather conditions affecting demand for
air conditioners, lawn and garden products and snow throwers; iii) financial
market changes, including fluctuations in interest rates and foreign currency
exchange rates; iv) economic trend factors such as housing starts; v)
governmental regulations; vi) availability of materials; vii) actions of
competitors; viii) the ultimate cost of resolving environmental matters; ix) the
extent of any business disruption resulting from
Page 14
<PAGE> 15
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
the conversion to the Euro; x) the Company's ability to profitably develop,
manufacture and sell both new and existing products; xi) the extent of any
business disruption that may result from the restructuring and realignment of
the Company's compressor manufacturing operations and the ultimate cost of that
initiative; and xii) political and economic uncertainties that could adversely
affect anticipated sales and production increases in Brazil. These
forward-looking statements are made only as of the date hereof, and the Company
undertakes no obligation to update or revise the forward-looking statements,
whether as a result of new information, future events or otherwise.
PART I. FINANCIAL INFORMATION - ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to risk during the normal course of business from
credit risk associated with accounts receivable and from changes in interest
rates, commodity prices and foreign currency exchange rates. The exposure to
these risks is managed through a combination of normal operating and financing
activities which include the use of derivative financial instruments in the form
of foreign currency forward exchange contracts and commodity forward purchasing
contracts. A discussion of the Company's policies and procedures regarding the
management of market risk and the use of derivative financial instruments was
provided in the its Annual Report for year ended December 31, 1999 under the
caption of "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Quantitative and Qualitative Disclosures About Market
Risk" and in Notes 1 and 10 of the Notes to Consolidated Financial Statements.
The Company does not utilize financial instruments for trading or other
speculative purposes. There have been no changes in these policies or procedures
during the first quarter of 2000.
The Company utilizes foreign currency forward exchange contracts to hedge
foreign currency receivables, payables and other known transactional exposures
for periods consistent with the expected cash flows of the underlying
transactions. The contracts generally mature within one year and are designed to
limit exposure to exchange rate fluctuations because gains and losses on the
hedged transactions offset gains and losses on the contracts. At March 31, 2000
and December 31, 1999, the Company held foreign currency forward exchange
contracts and foreign currency call options with total notional values in the
amount of $60.5 and $67.5 million, respectively.
The Company uses commodity forward purchasing contracts to help control
the cost of traded commodities, primarily copper and aluminum, used as raw
material in the production of compressor motors and components and engines.
Local management is allowed to contract commodity forwards for a limited
percentage of projected raw material requirements up to one year in advance. The
total notional values of commodity forwards outstanding at March 31, 2000 and
December 31, 1999 were $28.1 and $39.5 million, respectively.
Page 15
<PAGE> 16
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders of Tecumseh Products Company was held
on April 26, 2000. Proxies for the meeting were solicited pursuant to Section
14(a) of the Securities Exchange Act of 1934, and there was no solicitation in
opposition to management's solicitation.
All of management's nominees for directors as listed in the proxy
statement were elected with the following votes:
<TABLE>
<CAPTION>
VOTES
DIRECTOR VOTES FOR WITHHELD
------------------- ---------- ----------
<S> <C> <C>
Kenneth G. Herrick 4,636,138 222,003
Todd W. Herrick 4,655,018 203,123
John H. Foss 4,653,438 204,703
Ralph W. Babb, Jr. 4,834,168 23,973
Peter M. Banks 4,834,168 23,973
Jon E. Barfield 4,834,168 23,973
J. Russell Fowler 4,833,128 25,013
John W. Gelder 4,833,968 24,173
Stephen L. Hickman 4,834,168 23,973
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit
Number Description
------ -----------
3 The Company's Amended and Restated Bylaws as amended
through April 26, 2000.
27 Financial Data Schedule
(b) The Company did not file any reports on Form 8-K during the three months
ended March 31, 2000.
Page 16
<PAGE> 17
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TECUMSEH PRODUCTS COMPANY
(Registrant)
Dated: May 15, 2000 BY: /s/ JOHN H. FOSS
------------------------ ----------------------------------------
John H. Foss
Vice President, Treasurer and
Chief Financial Officer
Page 17
<PAGE> 18
Exhibit Index
Exhibit
Number Description
- ------ -----------
3 The Company's Amended and Restated Bylaws as amended
through April 26, 2000.
27 Financial Data Schedule
<PAGE> 1
As amended through 4/26/2000 EXHIBIT 3
AMENDED AND RESTATED
BYLAWS OF TECUMSEH PRODUCTS COMPANY
ARTICLE I
MEETINGS
SECTION 1. PLACE OF MEETING. Any or all meetings of the shareholders,
and of the board of directors, of this Corporation may be held within or without
the State of Michigan provided that no meeting shall be held at a place other
than the registered office in Michigan, except pursuant to Bylaw or resolution
adopted by the board of directors.
SECTION 2. ANNUAL MEETING OF SHAREHOLDERS. An annual meeting of the
shareholders shall be held in each calendar year on the fourth Wednesday of
April of such calendar year at 10:30 a.m., local time, or at such other date and
time as shall be determined from time to time by the board of directors, for the
election of directors and for the transaction of such other business as may come
before such annual meeting.
SECTION 3. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS. Except as
otherwise provided in the Michigan Business Corporation Act, as amended from
time to time (the "Act"), at least ten (10) but not more than sixty (60) days
prior to the date fixed by Section 2 of this Article for the holding of the
annual meeting of shareholders, written notice of the time, place, and purposes
of such meeting shall be given either personally or by mail, as hereinafter
provided, to each shareholder entitled to vote at such meeting.
SECTION 4. BUSINESS AT ANNUAL MEETINGS. At an annual meeting of the
shareholders of the Corporation, only such business shall be conducted as shall
have been properly brought before the meeting. To be properly brought before an
annual meeting, business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (b)
otherwise brought before the meeting by or at the direction of the Board of
Directors, or (c) otherwise properly brought before the meeting by a
shareholder. For business to be properly brought before an annual meeting by a
shareholder, if such business relates to the election of directors of the
Corporation, the procedures in Article IV, Section 2, of these Bylaws must be
complied with. If such business relates to any other matter, the shareholder
must have given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a shareholder's notice must be delivered to the
Secretary and received at the principal executive offices of the Corporation not
less than 60 days nor more than 90 days prior to the anniversary date of the
immediately preceding annual meeting of shareholders; provided however that in
the event that the annual meeting is called for a date that is not within 20
days before or after such anniversary date, such notice by the shareholder in
order to be timely must be so received not later than the close of business on
the tenth day following the day on which such notice of the date of the annual
meeting is mailed or public disclosure of the date of the annual meeting is
made, whichever first occurs. A shareholder's notice to the Secretary shall set
forth as to each matter the shareholder proposes to bring before the annual
meeting (a) a brief description of the business desired to be brought before the
annual meeting containing all material information relating thereto and the
reasons for conducting such business at the annual meeting, (b) the name and
address, as they appear on the Corporation's books, of the shareholder proposing
such business, (c) the class and number of shares of the Corporation which are
beneficially owned by the shareholder, and (d) any material interest of the
shareholder in such business. Notwithstanding anything in the Bylaws to the
contrary, no
<PAGE> 2
business shall be conducted at any annual meeting except in accordance with the
procedures set forth in this Section 4. The officer presiding over the meeting
shall, if the facts warrant, determine and declare to the meeting that business
was not properly brought before the meeting in accordance with the provisions of
this Section 4, and if he or she should so determine, the presiding officer
shall so declare to the meeting that any such business not properly brought
before the meeting shall not be transacted.
SECTION 5. SPECIAL MEETINGS OF SHAREHOLDERS. A special meeting of the
shareholders, for any purpose or purposes proper for shareholder action and
specified in the notice of such meeting, may be called at any time by the
Chairman of the Board of Directors or, during the absence or disability of the
Chairman of the Board of Directors or while that office is vacant, by the
President (or, during the absence or disability of both the Chairman of the
Board of Directors and the President or while both such offices are vacant, by
the Vice-Chairman of the Board of Directors) and shall be so called at the
request in writing of a majority of the board of directors or of shareholders
entitled to vote not less than an aggregate of fifty percent (50%) of the
outstanding shares of the Corporation having the right to vote at such special
meeting. Any such request shall state the purpose or purposes of the proposed
meeting. The method by which such meeting may be called is as follows: upon
receipt of a specification in writing setting forth the date and objects of such
proposed special meeting, signed by the Chairman of the Board of Directors or,
during the absence or disability of the Chairman of the Board of Directors or
while that office is vacant, by the President (or, during the absence or
disability of both the Chairman of the Board of Directors and the President or
while both such offices are vacant, by the Vice-Chairman of the Board of
Directors) or of a request by a majority of the board of directors, or by
shareholders as above provided, the Secretary of this Corporation shall prepare,
sign, and mail the notices requisite to such meeting.
SECTION 6. NOTICE AND BUSINESS AT SPECIAL MEETINGS OF SHAREHOLDERS. At
least ten (10) but not more than sixty (60) days prior to the date fixed for the
holding of any special meeting of shareholders, written notice of the time,
place, and purposes of such meeting shall be given either personally or by mail,
as hereinafter provided, to each shareholder entitled to vote at such meeting.
The business transacted at any such special meeting, other than procedural
matters and matters relating to the conduct of the meeting, shall be limited to
the purpose or purposes set forth in the notice. The officer presiding at the
meeting shall, if the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting in accordance with the
provisions of this Section 6, and if he or she should so determine, such
presiding officer shall so declare to the meeting that any business not properly
brought before the meeting shall not be transacted.
SECTION 7. ORGANIZATION MEETING OF BOARD. At the place of holding the
annual meeting of shareholders, and immediately following the same, the board of
directors, as constituted upon final adjournment of such annual meeting, shall
convene for the purpose of election of officers and transacting any other
business properly brought before it, provided, that the organization meeting in
any year may be held at a different time and place than that herein provided by
consent of a majority of the directors of such new board. No notice of such
meeting shall be necessary to the newly elected directors in order to legally
constitute the meeting, provided a quorum shall be present, unless the meeting
is not held at the place of holding and immediately following the annual meeting
of shareholders.
-2-
<PAGE> 3
SECTION 8. REGULAR MEETINGS OF BOARD. Regular meetings of the board of
directors shall be held not less frequently than once in each month other than
July and December, and at such time and place as the board of directors shall
from time to time determine. No notice of regular meetings of the board of
directors shall be required.
SECTION 9. SPECIAL MEETING OF BOARD. Special meetings of the board of
directors may be called by the Chairman of the Board of Directors or, during the
absence or disability of the Chairman of the Board of Directors or, while that
office is vacant, by the President (or, during the absence or disability of both
the Chairman of the Board of Directors and the President or while both such
offices are vacant, by the Vice-Chairman of the Board of Directors) at any time
by means of notice of the time and place thereof to each Director given not less
than twenty-four (24) hours before the time such special meeting is to be held,
but action taken at any such meeting shall not be invalidated for want of notice
if such notice shall be waived as hereinafter provided.
SECTION 10. NOTICES AND MAILING. All notices required to be given by
any provision of these Bylaws shall state the authority pursuant to which they
are issued (as, "by order of the Chairman of the Board of Directors" or "by
order of the President" or "by order of the Vice-Chairman of the Board of
Directors" or "by request of the board of directors" or "by request of
shareholders," as the case may be) and shall bear the written or printed
signature of the Secretary. Every notice to a shareholder shall be plainly
addressed to the sendee at such shareholder's last address appearing upon the
original or duplicate stock ledger of this Corporation. Every notice to a
director shall be plainly addressed to the sendee at his last address appearing
on the records of this Corporation. Every notice by mail shall be deemed duly
served when the same has been deposited in the United States mail with postage
fully prepaid so addressed to the sendee. Written notice may also be given in
person or by telegram, telecopy, telex, radiogram, cablegram, or mailgram, and
such notice shall be deemed duly given when the recipient receives the notice
personally or when notice, so addressed to the sendee, has been delivered to the
company, or to the equipment, transmitting such notice.
SECTION 11. WAIVER OF NOTICE. Notice of the time, place, and purpose of
any meeting of the shareholders or of the board of directors may be waived in
writing, either before or after such meeting has been held. Any and all
requirements of the laws of the State of Michigan, and of the Articles of
Incorporation, and of the Bylaws with respect to the calling of any meeting of
the shareholders or of the board of directors may be waived in writing, either
before or after such meeting has been held. Neither the business to be
transacted at, nor the purpose of, a regular or special meeting of the board of
directors need be specified in the waiver of notice of the meeting.
SECTION 12. PROCEDURAL MATTERS. At each meeting of the shareholders,
the officer presiding over the meeting shall fix and announce the date and time
of the opening and the closing of the polls for each matter upon which the
shareholders will vote at the meeting and shall determine the order of business
and all other matters of procedure. Except to the extent inconsistent with any
such rules and regulations as adopted by the board of directors, such presiding
officer may establish rules, which need not be in writing, to maintain order for
the conduct of the meeting, including, without limitation, restricting
attendance to bona fide shareholders of record and their proxies and other
persons in attendance at the invitation of the Board or such presiding officer
and making rules governing speeches and debates. The presiding officer acts in
his or her absolute discretion and his or her rulings are not subject to appeal.
-3-
<PAGE> 4
ARTICLE II
QUORUM
SECTION 1. QUORUM OF SHAREHOLDERS. A majority of the outstanding shares
of this Corporation entitled to vote, present by the record holders thereof in
person or by proxy, shall constitute a quorum at any meeting of the
shareholders.
SECTION 2. QUORUM OF DIRECTORS. A majority of the members of the board
of directors then in office shall constitute a quorum for transaction of
business.
ARTICLE III
VOTING, ELECTIONS AND PROXIES
SECTION 1. WHO IS ENTITLED TO VOTE. Except as the Articles of
Incorporation of this Corporation otherwise provide, each shareholder of this
Corporation shall, at every meeting of the shareholders, be entitled to one vote
in person or by proxy for each share of capital stock of this Corporation held
by such shareholder, subject, however, to the full effect of the limitations
imposed by the fixed record date for determination of shareholders set forth in
Section 2 of this Article.
SECTION 2. RECORD DATE FOR DETERMINATION OF SHAREHOLDERS. For the
purpose of determining shareholders entitled to notice of and to vote at a
meeting of shareholders or an adjournment of a meeting, the board of directors
may fix a record date, which shall not precede the date on which the resolution
fixing the record date is adopted by the board. The date shall not be more than
sixty (60) nor less than ten (10) days before the date of the meeting. If a
record date is not fixed, the record date for determination of shareholders
entitled to notice of or to vote at a meeting of shareholders shall be the close
of business on the day next preceding the day on which notice is given, or if no
notice is given, the day next preceding the day on which the meeting is held.
When a determination of shareholders of record entitled to notice of or to vote
at a meeting of shareholders has been made as provided in this Section, the
determination applies to any adjournment of the meeting, unless the board of
directors fixes a new record date under this Section for the adjourned meeting.
For the purpose of determining shareholders entitled to receive payment of a
share dividend or distribution, or allotment of a right, or for the purpose of
any other action, the board of directors may fix a record date, which shall not
precede the date on which the resolution fixing the record date is adopted by
the board. The date shall not be more than sixty (60) days before the payment of
the share dividend or distribution or allotment of a right or other action. If a
record date is not fixed, the record date shall be the close of business on the
day on which the resolution of the board of directors relating to the corporate
action is adopted.
SECTION 3. PROXIES. No proxy shall be deemed operative unless and until
signed by the shareholder and filed with the Corporation. In the absence of
limitation to the contrary contained in the proxy, the same shall extend to all
meetings of the shareholders and shall remain in force three years from its date
and no longer.
SECTION 4. VOTE BY SHAREHOLDER CORPORATION. Any other corporation
owning voting shares in this Corporation may vote upon the same by the President
of such shareholder corporation, or by proxy appointed by him or, in absence of
the President and his proxy,
-4-
<PAGE> 5
by its Treasurer or, in their absence, by its Secretary. The board of directors
of such shareholder corporation may appoint some other person to vote such
shares.
SECTION 5. INSPECTORS OF ELECTION. The board of directors, in advance
of a shareholders' meeting, may appoint one (1) or more inspectors of election
to act at the meeting or any adjournment thereof. If inspectors are not so
appointed, the person presiding at a shareholders' meeting may, and on request
of a shareholder entitled to vote thereat shall, appoint one (1) or more
inspectors. In case a person appointed fails to appear or act, the vacancy may
be filled by appointment made by the board of directors in advance of the
meeting or at the meeting by the person presiding thereat. The inspectors shall
determine the number of shares outstanding and the voting power of each, the
shares represented at the meeting, the existence of a quorum, the validity and
effect of proxies, and shall receive votes or ballots, hear and determine
challenges and questions arising in connection with the right to vote, count and
tabulate votes or ballots, determine the result, and do such acts as are proper
to conduct the election or vote with fairness to all shareholders. On request of
the person presiding at the meeting or a shareholder entitled to vote thereat,
the inspectors shall make and execute a written report to the person presiding
at the meeting of any of the facts found by them and matters determined by them.
The report shall be prima facie evidence of the facts stated and of the vote as
certified by the inspectors.
ARTICLE IV
BOARD OF DIRECTORS
SECTION 1. NUMBER AND TERM OF DIRECTORS. The business and affairs of
the Corporation shall be managed by a board of directors composed of not less
than nine (9) nor more than twelve (12) members. The number of directors which
shall constitute the board of directors at any given time shall be determined by
resolution of the board of directors; provided, however, that in the absence of
an express determination by the board of directors, the number of directors,
until changed by the board, shall be that number of directors elected at the
most recently held annual meeting of shareholders and, provided further, that no
decrease in the number of directors constituting the whole board of directors
shall shorten the term of any then incumbent director. At each annual meeting of
shareholders, the shareholders shall elect directors to hold office until the
succeeding annual meeting. The board of directors may thereafter increase the
number of directors from time to time up to a maximum of twelve (12) and may
then fill the vacancies resulting from such increase as provided by Section 3 of
this Article IV. A director shall hold office for the term for which he or she
is elected and until his or her successor is elected and qualified, or until his
or her resignation or removal. Directors need not be shareholders.
SECTION 2. NOMINATIONS. Nominations for election to the board of
directors at a meeting of shareholders may be made by the board of directors or
by a committee thereof, or by any shareholder of the Corporation entitled to
vote for the election of directors at such meeting. Such nominations, other than
those made by or on behalf of the board of directors, shall be made by notice in
writing delivered or mailed by first class United States mail, postage prepaid,
to the Secretary of the Corporation, and received (1) in the case of an annual
meeting, not less than 60 days nor more than 90 days prior to the anniversary
date of the immediately preceding annual meeting of the shareholders; provided,
however, that in the event that the annual meeting is called for a date that
-5-
<PAGE> 6
is not within 20 days before or after such anniversary date, such notice by the
shareholder in order to be timely must be so received not later than the close
of business on the tenth day following the day on which such notice of the date
of the annual meeting is mailed or public disclosure of the date of the annual
meeting is made, whichever first occurs, or (2) in the case of a special meeting
of shareholders called for the purpose of electing directors, not later than the
close of business on the tenth day following the day on which notice of the date
of the special meeting is mailed or public disclosure of the date of the special
meeting is made, whichever first occurs. Such notice shall set forth (a) as to
each proposed nominee (i) the name, date of birth, business address, and
residence address of such nominee, (ii) the principal occupation or employment
of such nominee during the past five years, (iii) the number of shares of stock
of the Corporation which are beneficially owned by such nominee, and (iv) any
other information concerning such nominee that must be disclosed as to nominees
in proxy solicitations pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (including such person's written consent to be named as
a nominee and to serve as a director if elected), and (b) as to the shareholder
giving the notice (i) the name and address of such shareholder, as they appear
on the Corporation's books, (ii) the class or classes and number(s) of shares of
the Corporation which are beneficially owned by such shareholder, (iii) a
description of all arrangement or understandings between such shareholder and
each proposed nominee and any other person or persons (including their names)
pursuant to which the nomination(s) are to be made by such shareholder, and (iv)
any other information relating to such shareholder that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors pursuant to
Section 14 of the Exchange Act and the rules and regulations promulgated
thereunder. At the request of the board of directors, any person nominated by
the board of directors for election as a director shall furnish to the Secretary
of the Corporation that information required to be set forth in a shareholder's
notice of nomination which pertains to the nominee. No person shall be eligible
for election as a director of the Corporation unless nominated in accordance
with the procedures set forth in this Section 2 of the Bylaws. The officer
presiding over a meeting of shareholders may, if the facts warrant, determine
and declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he or she should so determine, the presiding officer
shall so declare to the meeting and the defective nomination shall be
disregarded.
SECTION 3. VACANCIES. Unless otherwise limited by the articles of
incorporation, if a vacancy, including a vacancy resulting from an increase in
the number of directors, occurs in the board of directors, the vacancy may be
filled as follows:
(a) The shareholders may fill the vacancy at an annual meeting of
shareholders or a special meeting called for such purpose.
(b) The board may fill the vacancy.
(c) If the directors remaining in office constitute fewer than a
quorum of the board of directors, they may fill the vacancy by
the affirmative vote of a majority of all the directors
remaining in office.
SECTION 4. ACTION BY UNANIMOUS WRITTEN CONSENT. Action required or
permitted to be taken under authorization voted at a meeting of the board of
directors or a committee of the board of directors, may be taken without a
meeting if, before or after the action, all members
-6-
<PAGE> 7
of the board then in office or of the committee consent to the action in
writing. The written consents shall be filed with the minutes of the proceedings
of the board of directors or committee. The consent has the same effect as a
vote of the board of directors or committee for all purposes.
SECTION 5. POWER TO ELECT OFFICERS. The board of directors shall elect
a Chairman of the Board of Directors, a President, a Secretary, and a Treasurer
and may elect a Vice-Chairman of the Board of Directors, a Secretary of the
Board of Directors, a Chairman of the Board of Directors Emeritus, and one or
more Vice-Presidents, Assistant Secretaries, and Assistant Treasurers. None of
said officers, except the Chairman of the Board of Directors, the President, and
the Vice-Chairman of the Board of Directors, need be a member of the board of
directors, but a Vice-President who is not a director shall not succeed to or
fill the office of Chairman of the Board of Directors or President. Any two of
the aforementioned offices, except those of Chairman of the Board of Directors
and President, of Chairman of the Board of Directors and Vice-Chairman of the
Board of Directors, or of President and Vice-President, may be held by the same
person, but no officer shall execute, acknowledge, or verify any instrument or
document in more than one capacity.
SECTION 6. POWER TO APPOINT OTHER OFFICERS AND AGENTS. The board of
directors shall have power to appoint such other officers and agents as the
board may deem necessary for transaction of the business of the Corporation.
SECTION 7. REMOVAL OF OFFICERS AND AGENTS. Any officer or agent may be
removed by the board of directors, with or without cause, whenever in the
judgment of the board the business interests of the corporation will be served
thereby.
SECTION 8. POWER TO FILL VACANCIES. The board shall have power to fill
any vacancy in any office occurring from any reason whatsoever.
SECTION 9. DELEGATION OF POWERS. For any reason deemed sufficient by
the board of directors, whether occasioned by absence or otherwise, the board
may delegate all or any of the powers and duties of any officer to any other
officer or director, but no officer or director shall execute, acknowledge, or
verify any instrument or document in more than one capacity.
SECTION 10. POWER TO APPOINT EXECUTIVE AND OTHER COMMITTEES. The board
of directors shall have power to appoint by resolution an Executive Committee
composed of two or more directors who, to the extent provided in such resolution
and except as otherwise provided in the Act, shall have and may exercise the
authority of the board of directors in the management of the business of the
Corporation between meetings of the board. The board of directors may also
designate one or more other committees, each such committee to consist of one or
more of the directors of the Corporation. Any such other committee, to the
extent provided in the resolution of the board of directors creating such
committee and except as otherwise provided in the Act, may exercise all the
powers and authority of the board of directors in the management of the business
and affairs of the corporation. The board may designate one or more directors as
alternate members of any committee, who may replace an absent or disqualified
member at a meeting of the committee. Any committee, and each member thereof,
shall serve at the pleasure of the board of directors.
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<PAGE> 8
SECTION 11. POWER TO REQUIRE BONDS. The board of directors may require
any officer or agent to file with the Corporation a satisfactory bond
conditioned for faithful performance of his duties.
SECTION 12. COMPENSATION. The compensation of directors, officers, and
agents may be fixed by the board.
SECTION 13. OATH OF DIRECTORS. Each person who shall be elected a
director of this Corporation shall promptly, after being so elected, and before
assuming his duties as such director for the term for which he has been so
elected, have administered to him, and shall take, in such manner, and at such
time and place as the Chairman of the Board of Directors or the President shall
determine and decide, an oath substantially as follows:
I, ___________________________________, being duly elected to
the board of directors of Tecumseh Products Company, do hereby accept
such office and solemnly swear or affirm that I, conscientiously,
honestly, lawfully, and to the best of my ability, will perform the
duties and discharge the responsibilities of a director of this
Corporation.
SECTION 14. HONORARY MEMBERS OF THE BOARD OF DIRECTORS. There shall be
such number of Honorary Members of the board of directors as the board of
directors shall from time to time determine and decide. The board of directors
may appoint as an Honorary Member of the board of directors any person who at
the time of his appointment as such is not, but who at any time prior to his
appointment as such has been, a member of the board of directors, as a reward
for and in recognition of distinguished service to the Corporation as a member
of its board of directors. An Honorary Member of the board of directors shall
have the right, but not the obligation, to attend meetings of the board of
directors and shall receive for such attendance such fee or other compensation
as the board of directors shall from time to time fix and determine. An Honorary
Member of the board of directors shall have the right to participate in any
discussions and deliberations at any meeting of the board of directors in the
same manner and to the same extent as if he were a member of the board of
directors but shall have no right to vote on or with respect to any resolution
adopted or to be adopted, any business transacted or to be transacted, or any
action taken or to be taken by the board of directors at any such meeting.
Except as expressly provided herein, an Honorary Member of the board of
directors shall have only such authority, and shall perform only such duties,
in, or in connection with, the management of the property and affairs of the
Corporation and the transaction of its business as the board of directors shall
from time to time delegate to him with his consent.
SECTION 15. MANDATORY RETIREMENT AGE FOR DIRECTORS. Except as
hereinafter provided, no person shall be eligible for election or re-election as
a member, other than as an Honorary Member, of the board of directors of the
Corporation after he shall have attained the age of 70 years. Each person who
attains the age of 70 years during his term as a member, other than an Honorary
Member, of the board of directors shall retire as a member of the board of
directors of the Corporation not later than at the expiration of any term of
office for which he shall have been elected and which began before, and ended
after, such person shall have attained the age of 70 years. Notwithstanding the
foregoing, any member of the board of directors who has attained the age of 71
-8-
<PAGE> 9
years prior to February 24, 1993 shall be eligible for re-election as a member
of the board of directors.
SECTION 16. PARTICIPATION IN MEETING BY TELEPHONE. By oral or written
permission of a majority of the board of directors, a member of the board of
directors or of a committee designated by the board may participate in a meeting
by means of conference telephone or similar communications equipment through
which all persons participating in the meeting can communicate with the other
participants. Participation in a meeting pursuant to this Section constitutes
presence in person at the meeting.
ARTICLE V
OFFICERS
SECTION 1. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the
Board of Directors shall be selected by, and from among the membership of, the
board of directors. He shall preside at all meetings of the shareholders and of
the board of directors and of any Executive Committee at which he is in
attendance. He shall perform such other duties and functions as shall be
assigned to him from time to time by the board of directors. Except where by law
the signature of the President of this Corporation is required, the Chairman of
the Board of Directors shall possess the same power and authority as the
President to sign all certificates, contracts, instruments, papers, and
documents of every conceivable kind and character whatsoever, in the name of and
on behalf of this Corporation, which may be authorized by the board of
directors. During the absence or disability of the President, the Chairman of
the Board of Directors shall exercise all of the powers and discharge all of the
duties of the President.
SECTION 2. VICE-CHAIRMAN OF THE BOARD OF DIRECTORS. If the board of
directors elects a Vice-Chairman of the Board of Directors, he shall be selected
from the membership of the board of directors. During the absence or disability
of both the Chairman of the Board of Directors and the President, or while both
such offices are vacant, he shall preside at all meetings of the shareholders,
of the board of directors, and of any Executive Committee. During the absence or
disability of both the President and the Chairman of the Board of Directors, or
while both such offices are vacant for any reason, the Vice-Chairman of the
Board of Directors shall have and may exercise any and all of the powers and
duties of the President and of the Chairman of the Board of Directors. At all
other times the Vice-Chairman of the Board of Directors shall be responsible to
the Chairman of the Board of Directors and through him (or during the absence or
disability of the Chairman of the Board of Directors or while that office is
vacant for any reason, directly) to the board of directors for the exercise,
performance, and discharge of such powers, duties, and responsibilities as the
Chairman of the Board of Directors or the board of directors shall see fit to
vest in or delegate to him or which are vested in or imposed upon him by the
Bylaws.
SECTION 3. PRESIDENT AND CHIEF EXECUTIVE OFFICER. The President shall
be selected by, and from among the membership of, the board of directors. He
shall be (and may identify himself and execute instruments and other documents
using the title of) the Chief Executive Officer of this Corporation and shall,
in general, supervise and manage the business affairs of this Corporation,
including, but not limited to, any and all duties normally and customarily
incident to the office of the President and Chief Executive Officer of a
corporation and such other duties and
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<PAGE> 10
functions as shall be assigned to him from time to time by the board of
directors. During the absence or disability of the Chairman of the Board of
Directors, or while such office is vacant, the President shall perform all
duties and functions, and while so acting shall have all of the powers and
authority, of the Chairman of the Board of Directors.
SECTION 4. VICE-PRESIDENTS. The board of directors may designate one or
more Vice-Presidents as Executive Vice-Presidents. Except as otherwise expressly
provided in the Bylaws of this Corporation, or unless the board of directors
shall otherwise provide by resolution duly adopted by it, such of the
Vice-Presidents as shall have been designated Executive Vice-Presidents and are
members of the board of directors in order of their seniority as members of the
board of directors (or if no Vice-President who is a member of the board of
directors shall have been designated an Executive Vice-President, then such
Vice-Presidents as are members of the board of directors specified by the board
of directors) shall perform the duties and exercise the power of the President,
of the Chairman of the Board of Directors, and of the Vice-Chairman of the Board
of Directors during the absence or disability of all of the persons occupying
said offices. The Vice-Presidents shall perform such other duties as may be
delegated to them by the board of directors, any Executive Committee, the
Chairman of the Board of Directors, or the President.
SECTION 5. SECRETARY. The Secretary shall attend all meetings of the
shareholders and of any Executive Committee and, during the absence or
disability of the Secretary of the Board of Directors or while such office is
vacant, all meetings of the board of directors, and the Secretary shall preserve
in the books of the Corporation true minutes of the proceedings of the
shareholders and of any Executive Committee and, during the absence or
disability of the Secretary of the Board of Directors or while such office
vacant, the minutes of all meetings of the board of directors. He shall safely
keep in his custody the seal of the Corporation and shall have authority to
affix the same to all instruments where its use is required by statute, bylaw,
or resolution. He shall perform such other duties as may be delegated to him by
the board of directors, any Executive Committee, the Chairman of the Board of
Directors, or the President.
SECTION 6. TREASURER. The Treasurer shall have custody of all corporate
funds and securities and shall keep in books belonging to the Corporation full
and accurate accounts of all receipts and disbursements; he shall deposit all
moneys, securities, and other valuable effects in the name of the Corporation in
such depositories as may be designated for that purpose by the board of
directors. He shall disburse the funds of the Corporation as may be ordered by
the board of directors, taking proper vouchers for such disbursements, and shall
render to the Chairman of the Board of Directors, the President, and the board
of directors whenever requested by them an account of all his transactions as
Treasurer and of the financial condition of the Corporation. If required by the
board of directors, he shall keep in force a bond, in form, amount, and with a
surety or sureties satisfactory to the board of directors, conditioned for
faithful performance of the duties of his office, and for restoration to the
Corporation in case of his death, resignation, retirement, or removal from
office, of all books, papers, vouchers, money, and property of whatever kind in
his possession or under his control belonging to the Corporation. He shall
perform such other duties as may be delegated to him by the board of directors,
any Executive Committee, the Chairman of the Board of Directors, or the
President.
SECTION 7. ASSISTANT SECRETARY AND ASSISTANT TREASURER. The Assistant
Secretary or Assistant Secretaries, in the absence or disability of the
Secretary, shall
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<PAGE> 11
perform the duties and exercise the powers of the Secretary. The Assistant
Treasurer or Assistant Treasurers, in the absence or disability of the
Treasurer, shall perform the duties and exercise the powers of the Treasurer.
Any Assistant Treasurer, if required by the board of directors, shall keep in
force a bond as provided in Section 6 of this Article V.
SECTION 8. SECRETARY OF THE BOARD OF DIRECTORS. The Secretary of the
Board of Directors shall attend all meetings of the board of directors, and
shall preserve in books of the Corporation true minutes of all such meetings. He
shall have authority to affix the seal of the Corporation to all certificates or
other instruments embodying or relating to any resolution adopted by, or
proceedings taken at any meeting of, the board of directors of the Corporation.
He shall perform such other duties as may be delegated to him by the board of
directors.
SECTION 9. CHAIRMAN OF THE BOARD OF DIRECTORS EMERITUS. The board of
directors may designate as Chairman of the Board of Directors Emeritus any
person who at any time prior to such designation has been Chairman of the Board
of Directors, and who at the time of his designation as Chairman of the Board of
Directors Emeritus is a member of the board of directors of the Corporation, as
a reward for and in recognition of distinguished service to this Corporation as
Chairman of the Board of Directors. During the absence or disability of the
Chairman of the Board of Directors, the Vice-Chairman of the Board of Directors,
and the President, or while all such offices are vacant, the Chairman of the
Board of Directors Emeritus shall preside at all meetings of the shareholders
and of the board of directors. Except where by law the signature of the
President of this Corporation is required, the Chairman of the Board of
Directors Emeritus shall possess the same power and authority as the President
to sign all certificates, contracts, instruments, papers, and documents of every
conceivable kind and character whatsoever, in the name of and on behalf of this
Corporation, which may be authorized by the board of directors. He shall perform
such other duties as may be delegated to him by the board of directors, any
Executive Committee, or the President.
SECTION 10. CHIEF FINANCIAL OFFICER. As and whenever it determines the
same to be appropriate, the board of directors may designate the President, an
Executive Vice-President, a Vice-President, or the Treasurer as the Chief
Financial Officer of the Corporation, and any such officer so designated (while
he continues to hold the office held at the time of such designation and until
such designation is revoked or a different officer is so designated by the board
of directors) may identify himself and execute instruments and other documents
using the title of Chief Financial Officer.
ARTICLE VI
STOCK AND TRANSFERS
SECTION 1. CERTIFICATES FOR SHARES. Every shareholder shall be entitled
to a certificate evidencing the shares of the capital stock of the Corporation
owned by him, signed by the President or a Vice-President, and by the Secretary,
the Treasurer, an Assistant Secretary, or an Assistant Treasurer, under the seal
of the Corporation, certifying the number and class of shares, evidenced by such
certificate, which certificate may, but need not be, also signed by the Chairman
of the Board of Directors, shall be in such manner and form as shall have been
approved by the board of directors, and shall set forth such terms and
provisions as shall from time to time be required by the laws of the State of
Michigan to be set forth in such certificate; provided, that where any such
-11-
<PAGE> 12
certificate is signed: (i) by a transfer agent or an assistant transfer agent or
(ii) by a transfer clerk acting on behalf of this Corporation, and by a
registrar, the signature of any such President, Vice-President, Secretary,
Assistant Secretary, Treasurer, or Assistant Treasurer, or of the Chairman of
the Board of Directors, and the seal of the Corporation, may be a facsimile.
SECTION 2. TRANSFERABLE ONLY ON BOOKS OF CORPORATION. Shares shall be
transferable only on the books of the Corporation by the person named in the
certificate, or by attorney lawfully constituted in writing, and upon surrender
of the certificate therefor. A record shall be made of every such transfer and
issue. Whenever any transfer is made for collateral security and not absolutely,
the fact shall be so expressed in the entry of such transfer.
SECTION 3. REGISTERED STOCKHOLDERS. The Corporation shall have the
right to treat the registered holder of any share as the absolute owner thereof
and 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 the Corporation
shall have express or other notice thereof, save as may be otherwise provided by
the statutes of Michigan.
SECTION 4. TRANSFER AGENT AND REGISTRAR. The board of directors may
appoint a transfer agent and a registrar of transfers, and may require all
certificates of shares to bear the signature of such transfer agent and of such
registrar of transfers, or as the board may otherwise direct.
SECTION 5. REGULATIONS. The board of directors shall have power and
authority to make all such rules and regulations as the board shall deem
expedient regulating the issue, transfer, and registration of certificates for
shares in this Corporation.
ARTICLE VII
DIVIDENDS AND RESERVES
SECTION 1. DIVIDENDS. The board of directors shall have the power and
authority to declare dividends or other distributions to security holders to the
full extent permitted by applicable law. Dividends may be paid in cash or other
property of the Corporation, in shares, obligations, or other securities of the
Corporation, or in any other form permitted by applicable law.
SECTION 2. RESERVES. The board of directors shall have power and
authority to set apart such reserve or reserves, for any proper purpose, as the
board in its discretion shall approve; and the board shall have power and
authority to abolish any reserve created by the board.
ARTICLE VIII
LIST OF SHAREHOLDERS
SECTION 1. LIST OF SHAREHOLDERS ENTITLED TO VOTE. The officer or agent
having charge of the stock transfer books for shares of the Corporation shall
make and certify a complete list of the shareholders entitled to vote at a
shareholders' meeting or any adjournment thereof. The list shall:
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<PAGE> 13
(a) Be arranged alphabetically within each class and series, with
the address of, and the number of shares held by, each
shareholder.
(b) Be produced at the time and place of the meeting.
(c) Be subject to inspection by any shareholder during the whole
time of the meeting.
(d) Be prima facie evidence as to who are the shareholders
entitled to examine the list or to vote at the meeting.
ARTICLE IX
GENERAL PROVISIONS
SECTION 1. CHECKS, ETC. All checks, drafts, and orders for payment of
money shall be signed in the name of the Corporation by one or more of such
officers or agents as the board of directors shall from time to time designate
for that purpose or as shall be designated from time to time by any officer of
the Corporation authorized by the board of directors to make such designations.
SECTION 2. CONTRACTS, CONVEYANCES, ETC. When the execution of any
contract, conveyance, or other instrument has been authorized without
specification of the executing officers, the Chairman of the Board of Directors,
the President, or any Vice-President, and the Secretary or any Assistant
Secretary, may execute the same in the name and behalf of this Corporation and
may affix the corporate seal thereto. The board of directors shall have power to
designate the officers and agents who shall have authority to execute any
instrument in behalf of this Corporation.
SECTION 3. VOTING SECURITIES. Unless otherwise directed by the board of
directors, the Chairman of the Board of Directors, or the President, or, in the
case of their absence or inability to act, the Vice-Presidents, in order of
their seniority, shall have full power and authority on behalf of this
Corporation to attend and to act and to vote, or to execute in the name or on
behalf of this Corporation a consent in writing in lieu of a meeting of
shareholders or a proxy authorizing an agent or attorney-in-fact for this
Corporation to attend and vote, at any meetings of security holders of
corporations in which this Corporation may hold securities, and at such meetings
he or his duly authorized agent or attorney-in-fact shall possess and may
exercise any and all rights and powers incident to the ownership of such
securities and which, as the owner thereof, this Corporation might have
possessed and exercised if present. The board of directors by resolution from
time to time may confer like power upon any other person or persons.
ARTICLE X
AMENDMENT
SECTION 1. MANNER OF AMENDMENT. The Bylaws of the Corporation may be
amended, altered, changed, added to, or repealed, in whole or in part, by the
affirmative vote of a majority of the shares of the capital stock of the
Corporation entitled to vote thereat, present in person or proxy at any annual
or special meeting of the shareholders of the Corporation at which a quorum is
present, if notice of the proposed amendment, alteration, change, addition, or
repeal is contained in the notice of such meeting. The Bylaws may also be
amended, altered, changed, added
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<PAGE> 14
to, or repealed, in whole or in part, by the affirmative vote of a majority of
the board of directors, at any regular meeting of the board of directors at
which a quorum is present, or at any special meeting of the board of directors
at which a quorum is present if notice of the proposed amendment, alteration,
change, addition, or repeal is contained in the notice of such special meeting,
unless and to the extent that the power to amend or repeal the Bylaws is
reserved exclusively to the shareholders of the Corporation in its Articles of
Incorporation. The power and authority of the board of directors to amend,
alter, change, add to, or repeal the Bylaws shall extend and be exercisable with
respect to not only all or any portion of the Bylaws adopted by the board of
directors but also with respect to all or any portion of the Bylaws adopted by
the shareholders, provided, however, that the shareholders may, if they elect so
to do, prescribe in the Bylaws that any or all of the provisions of the Bylaws
adopted by the shareholders shall not be altered or repealed by the board of
directors.
ARTICLE XI
CHAPTER 7B OF MICHIGAN BUSINESS
CORPORATION ACT
SECTION 1. CHAPTER 7B NOT APPLICABLE. Chapter 7B of the Act (entitled
"Control Share Acquisitions") does not apply to control share acquisitions of
shares of the Corporation.
-14-
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