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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 13 weeks ended
February 24, 1996, 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 1-4837
TEKTRONIX, INC.
(Exact name of registrant as specified in its charter)
OREGON 93-0343990
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
26600 S.W. PARKWAY
WILSONVILLE, OREGON 97070-1000
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (503) 627-7111
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since
last report)
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______
AT MARCH 23, 1996 THERE WERE 32,669,702 COMMON SHARES OF
TEKTRONIX, INC. OUTSTANDING.
(Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.)
<PAGE>
TEKTRONIX, INC. AND SUBSIDIARIES
- --------------------------------
INDEX
- -----
PAGE NO.
--------
Financial Statements:
Condensed Consolidated Balance Sheets - 2
February 24, 1996 and May 27, 1995
Condensed Consolidated Statements of Operations - 3
for the Thirteen Weeks Ended February 24, 1996
and the Thirteen Weeks Ended February 25, 1995
for the Thirty-Nine Weeks Ended February 24, 1996
and the Thirty-Nine Weeks Ended February 25, 1995
Condensed Consolidated Statements of Cash Flows - 4
for the Thirty-Nine Weeks Ended February 24, 1996
and the Thirty-Nine Weeks Ended February 25, 1995
Notes to Condensed Consolidated Financial Statements 5
Management's Discussion and Analysis of Financial 6
Condition and Results of Operations
Part II. Other Information 14
Signatures 14
<PAGE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
Feb. 24, May 27,
(In thousands) 1996 1995
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 28,904 $ 31,761
Accounts receivable - net 342,724 315,356
Inventories 273,829 245,766
Other current assets 38,083 65,108
---------- ----------
Total current assets 683,540 657,991
Property, plant, and equipment 677,014 624,318
Accumulated depreciation and amortization (383,633) (371,238)
---------- ----------
Property, plant and equipment - net 293,381 253,080
Property held for sale 19,959 35,912
Deferred tax assets 63,714 76,418
Other long-term assets 214,087 194,901
---------- ----------
Total assets $1,274,681 $1,218,302
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term debt $ 92,726 $ 87,623
Accounts payable 158,631 173,537
Accrued compensation 71,615 106,660
Deferred revenue 16,281 19,988
---------- ----------
Total current liabilities 339,253 387,808
Long-term debt 152,753 104,984
Other long-term liabilities 124,385 121,295
Shareholders' equity:
Common stock 215,192 216,251
Retained earnings 355,348 298,964
Currency adjustment 57,333 76,948
Unrealized holding gains - net 30,417 12,052
---------- ----------
Total shareholders' equity 658,290 604,215
---------- ----------
Total liabilities and shareholders' equity $1,274,681 $1,218,302
========== ==========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
2
<PAGE>
<TABLE>
<CAPTION>
TEKTRONIX, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
13 weeks to 13 weeks to 39 weeks to 39 weeks to
Feb. 24, Feb. 25, Feb. 24, Feb. 25,
(In thousands except for per share amounts) 1996 1995 1996 1995
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $ 433,500 $ 371,688 $1,278,120 $1,055,195
Cost of sales 254,286 206,053 743,536 568,552
---------- ---------- ---------- ----------
Gross profit 179,214 165,635 534,584 486,643
Research and development 40,045 38,818 119,096 122,201
Selling, general, and administrative 108,779 96,975 315,078 283,403
Equity in business ventures' earnings 1,061 63 2,154 705
---------- ---------- ---------- ----------
Operating income 31,451 29,905 102,564 81,744
Other (income)expense - net (617) 979 524 4,753
---------- ---------- ---------- ----------
Earnings before taxes 32,068 28,926 102,040 76,991
Income taxes 9,620 7,568 30,612 19,651
---------- ---------- ---------- ----------
Net earnings $ 22,448 $ 21,358 $ 71,428 $ 57,340
========== ========== ========== ==========
Earnings per share $ 0.67 $ 0.65 $ 2.14 $ 1.77
Dividends per share 0.15 0.15 0.45 0.45
Average shares outstanding 33,381 32,738 33,353 32,448
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
TEKTRONIX, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
39 weeks to 39 weeks to
Feb. 24, Feb. 25,
(In thousands) 1996 1995
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Earnings $ 71,428 $ 57,340
Adjustments to reconcile net earnings to cash
from operating activities:
Depreciation expense 34,939 30,728
Gains on sale of assets (13,326) (4,928)
Deferred taxes 12,711 (674)
Accounts receivable (29,269) 12,664
Inventories (28,412) (52,415)
Other current assets 26,932 (6,327)
Accounts payable (17,106) (12,775)
Accrued compensation (34,778) (9,394)
Other assets (5,638) (74,136)
Other-net 1,015 (4,193)
---------- ----------
Net cash provided (used) by operating activities 18,496 (64,110)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment (75,006) (71,156)
Proceeds from sale of assets 13,072 51,941
Proceeds from sale of investments 5,232 24,754
---------- ----------
Net cash provided (used) by investing activities (56,702) 5,539
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in short-term debt 5,327 39,487
Issuance of long-term debt 50,236 1,174
Repayment of long-term debt (2,459) (568)
Issuance of common stock 11,894 23,847
Repurchase of common stock (12,469) (8,382)
Dividends (15,044) (13,764)
---------- ----------
Net cash provided by financing activities 37,485 41,794
Effect of exchange rate changes (2,136) 23
---------- ----------
Decrease in cash and cash equivalents (2,857) (16,754)
Cash and cash equivalents at beginning of year 31,761 43,044
---------- ----------
Cash and cash equivalents at end of quarter $ 28,904 $ 26,290
========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS:
Income taxes paid $ 22,533 $ 7,386
Interest paid 14,647 11,693
NON-CASH INVESTING ACTIVITIES:
Fair value adjustment to securities
available-for-sale $ 30,608 $ 22,531
Income tax effect related to fair value adjustment 12,243 9,012
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
<PAGE>
TEKTRONIX, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The condensed consolidated financial statements and notes have been
prepared by the Company without audit. Certain information and footnote
disclosures normally included in annual financial statements, prepared in
accordance with generally accepted accounting principles, have been
condensed or omitted. Management believes that the condensed statements
include all necessary adjustments which are of a normal and recurring
nature and are adequate to present financial position, results of
operations and cash flows for the interim periods. The condensed
information should be read in conjunction with the financial statements and
notes incorporated by reference in the Company's latest annual report on
Form 10-K.
INVENTORIES
Inventories consisted of:
</TABLE>
<TABLE>
<CAPTION>
Feb. 24, May 27,
(In thousands) 1996 1995
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
Materials and work in process $ 154,367 $ 144,259
Finished goods 119,462 101,507
---------- ----------
Inventories $ 273,829 $ 245,766
========== ==========
</TABLE>
ACQUISITIONS
In the first quarter of fiscal 1996, the Company completed its
acquisition of all of the outstanding shares of Lightworks Editing Systems
Limited and Lightworks Editing System, Inc. (Lightworks), which designs and
develops non-linear editing systems. The Company has issued 1,644,000
common shares to complete the acquisition. The acquisition was accounted
for as a pooling of interests and the financial statements have been
restated to include the results and financial position of Lightworks for
all prior periods.
The restatement did not have a material effect on the Company's
previously reported 1995 results or financial position except for the
impact on earnings per share from the issuance of the shares to complete
the acquisition. The restatement reduced the Company's previously reported
earnings per share for fiscal year 1995 by $0.13 per share primarily
because of the issuance of additional shares to complete the acquisition.
The impact of the restatement on earnings per share in each quarter of
fiscal 1995 was as follows: an increase of $0.02 in the first quarter; a
decrease of $0.02 in the second quarter; a decrease of $0.05 in the third
quarter; and a decrease of $0.08 in the fourth quarter.
SHORT-TERM AND LONG-TERM DEBT
In the first quarter of fiscal 1996, the Company issued $50.0 million
of 7.625% Notes due August 15, 2002.
5
<PAGE>
INCOME TAXES
The provision for income taxes consisted of:
<TABLE>
<CAPTION>
13 weeks to 13 weeks to 39 weeks to 39 weeks to
Feb. 24, Feb. 25, Feb. 24, Feb. 25,
(In thousands) 1996 1995 1996 1995
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
United States $ 5,912 $ 4,327 $ 14,001 $ 8,191
State 1,471 1,085 3,500 2,051
Foreign 2,237 2,156 13,111 9,409
---------- ---------- ---------- ----------
Income taxes $ 9,620 $ 7,568 $ 30,612 $ 19,651
========== ========== ========== ==========
</TABLE>
The provision for income taxes was calculated at estimated annual
effective rates of 30% and 26%, respectively, for the quarters ended
February 24, 1996 and February 25, 1995.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Financial Condition
The Company's financial condition is strong. Cash flow from operating
activities and borrowing capacity from existing lines of credit are
sufficient to meet current and anticipated future needs. At the end of the
third quarter (February 24, 1996), the Company maintained bank credit
facilities totaling $294.8 million, of which $203.3 million was unused.
The unused facilities include $121.5 million in lines of credit and $81.8
million under a revolving credit agreement from United States and foreign
banks.
Current assets increased by $25.5 million from the year end balance at
May 27, 1995, due to higher accounts receivable and inventories, partly
offset by a decline in other current assets. Accounts receivable were
higher due to short-term inefficiencies caused by the installation of a new
accounts receivable system. Increased inventories were due primarily to
higher order rates, a shortage of certain components constraining comple-
tion of product manufacturing, a buildup of some components caused by
longer lead
6
<PAGE>
times and changes in the mix of product orders. Other current assets
declined primarily because of the collection of a note receivable from
the sale of a building, and the reduction of short-term deferred tax
assets.
Net property, plant and equipment increased by $40.3 million as the
Company continued to invest in facilities consolidation and information
systems. Other long-term assets increased by $19.2 million primarily due
to the increase to market value of the Company's investment in Radisys
Corporation which completed an initial public offering in October, 1995.
Current liabilities declined by $48.6 million. Accrued compensation
declined $35.0 million due to the payment of year-end accruals for
incentives and commissions, and the payment of employee severance charged
against restructuring reserves.
Long-term debt increased as a result of the Company's issuance, in
the first quarter, of $50 million in notes due August 15, 2002.
Shareholders' equity increased by $54.1 million due primarily to
earnings net of dividends and an increase in holding gains on investments
in marketable securities available for sale, partly offset by a negative
currency adjustment due to a strengthening U.S. dollar against the Japanese
Yen and certain major European currencies. The Company repurchased
approximately 300,000 of its common shares in the quarter, but the
resultant reduction in shareholders' equity was substantially offset by the
proceeds from the exercise of stock options in the first half of the
current year.
7
<PAGE>
Results of Operations
39 WEEKS ENDED FEBRUARY 24,1996
vs.
39 WEEKS ENDED FEBRUARY 25, 1995
In the first nine months of fiscal 1996, net earnings were $71.4
million, or $2.14 per share compared with $57.3 million, or $1.77 per share
in the first nine months of fiscal 1995.
Net sales were $1,278.1 million, an increase of 21% from the prior
year's total of $1,055.2 million. Product orders increased 18% from
$1,022.8 million to $1,202.6 million. The Company experienced strong sales
and order growth in all three businesses and in all geographic regions.
Measurement Business Division sales of $591.5 million increased 13%
from the prior year, with strong growth in instruments, handheld electronic
tools and communications test products. Product orders increased from
$494.8 million to $556.0 million, or 12%.
Color Printing and Imaging Division sales increased 27% to $392.4
million reflecting continued heavy demand for the current printer lines,
especially the Phaser 340* solid ink printer. Product orders increased 22%
from $302.0 million to $367.0 million.*(Phaser is a registered trademark of
Tektronix, Inc.).
Video and Networking Division experienced a 24% increase in product
orders over the prior year, from $226.0 million to $279.6 million. Sales
increased 37% to $294.1 million, led by strong sales of the Profile* video
disk recorder, Grass Valley TV production equipment and Netstations.
*(Profile is a trademark of Tektronix, Inc.).
Sales to customers in the United States increased 20% from $530.5
million to $635.0 million, and represented 50% of total sales.
International sales of $643.1 million
8
<PAGE>
were up 25%, with growth in all regions and particular strength in Europe.
Product orders from customers in the United States of $579.2 million were
up 18% from last year while international product orders of $623.4 million
were up 17%.
Cost of sales increased as a percentage of net sales from 53.9% to
58.2% as the Company continued to increase the use of alternative
distribution channels, experienced the impact of increased systems
integration sales from Video and Networking and experienced declines in
Color Printing and Imaging margins in the first half of the current year as
a result of changes in product mix and the short-term impact of early
shipments of the Phaser 340 color printer.
Research and development and selling, general and administrative
expenses declined as a percentage of sales, from 11.6% to 9.3% and from
26.9% to 24.7%, respectively, due primarily to the higher sales volume and
continued effective cost controls, particularly in administrative
functions.
Operating income as a percentage of sales increased year over year,
rising from 7.7% in the first nine months of 1995 to 8.0% as lower
operating expenses as a percentage of sales more than offset declining
gross margins.
Other expense declined due primarily to higher gains on sales of
stock in other companies, partly offset by higher interest expense.
The provision for income taxes increased from $19.7 million to $30.6
million due to increased earnings before taxes and a higher estimated
effective annual tax rate of 30% for the current year, compared to 25.5%
for the first nine months of last year. The Company expects the effective
tax rate to be slightly higher in 1997.
Net earnings were 25% higher than the prior year, due to higher sales
and higher operating income, partly offset by higher taxes.
9
<PAGE>
13 WEEKS ENDED FEBRUARY 24,1996
vs.
13 WEEKS ENDED FEBRUARY 25, 1995
In the third quarter of fiscal 1996, net earnings were $22.4 million,
or $0.67 per share compared with $21.4 million, or $0.65 per share in the
third quarter of fiscal 1995.
Net sales were $433.5 million, up 17% from $371.7 million in the
prior year. Product orders increased from $372.9 million to $389.5
million, a 4% improvement. The Company experienced sales growth in all
three businesses and in all geographic regions, but international product
orders were flat compared to last year, when a large system integration
order from TV4 in Sweden was booked.
Measurement Business sales of $206.0 million were up 11% from $185.7
million in the prior year due to acceptance of new products, particularly
in instruments, handheld electronic tools and communications test products.
The sales increased despite constraints resulting from continuing parts
shortages during the current quarter. Product orders for Measurement
increased from $170.8 million to $172.8 million. The reduced order growth
rate was due to a number of factors. A large seasonal order from the
Company's joint venture Sony/Tektronix, which was placed in the third
quarter last year, was received in the second quarter in 1996. Long lead
times associated with parts shortages on key products also contributed to
lower order rates, as well as the impacts of customers taking a more
cautionary approach to capital expenditures. The Company expects order and
revenue growth to be in the 5% to 10% range for the coming quarters in
light of slower economic growth in major markets and the more cautionary
approach to spending being shown by customers.
Color Printing and Imaging sales increased 18% from $110.9 million to
$131.0 million, with strong sales of the Phaser 340 solid ink color printer
and the Phaser 550
10
<PAGE>
color laser printer. Product orders increased by 11% over the prior year,
improving from $111.9 million to $124.7 million. The Company's focus on
the office market segment has resulted in significant sales and order
growth in that segment. However, this focus and increasing competition in
the specialty/graphic arts area has caused decreases in orders and sales in
the specialty segment. The growth rate in product orders for printers was
negatively impacted by the fact that third quarter 1995 included heavy
first time orders for the Company's initial color laser product. The
Company expects the fourth quarter to be impacted in a similar manner, as
it compares against last year's fourth quarter, which included the very
successful launch of the Company's first solid ink color printer for the
office. Sales and order growth is expected to be in the 10% to 15% range
in the fourth quarter and to improve to approximately 20% in fiscal year
1997.
Video and Networking product orders were $92.0 million, a 2% increase
over the $90.2 million reported for the prior year when a large system
integration order from TV4 in Sweden was booked. Discounting this order,
product orders for the third quarter of 1996 would have shown a 28 percent
increase over 1995. Sales for the division grew 30% from $74.3 million to
$96.5 million, led by strong sales of the Profile video disk recorder and
Netstation products. The Company expects excellent growth for its Profile
and Lightworks products in 1997, but does not believe it can repeat the
same level of growth that it has enjoyed to date in the remainder of its
Video and Networking business. Sales and order growth is expected to be in
the 15% to 20% range for fiscal 1997.
Sales to customers in the United States increased by 17% from $173.6
million to $203.9 million, representing 47% of total sales. International
sales of $229.6 million were up 16% from $197.3 million in the prior year.
U.S. orders increased 10% from $169.4 million to $185.7 million.
International orders, at $203.8 million, were level with the prior year's
exceptionally high rate. Without the large system integration order from
TV4 in 1995, discussed above, international orders would have increased
10% in the current quarter.
11
<PAGE>
Cost of sales increased as a percentage of net sales from 55.4% to
58.7% primarily due to reduced gross margins in its Video and Networking
business resulting from the impacts of increased system integration sales,
lower margins on large volume Netstation sales and costs associated with
reducing its product offerings. The continued increase in the Company's
percentage of sales through alternative distribution channels also impacted
its gross margins.
Research and development and selling, general and administrative
expenses declined as a percentage of sales, from 10.4% to 9.2% and from
26.1% to 25.1%, respectively, due primarily to the higher sales volume.
Operating income as a percentage of sales declined from 8.0% in the
third quarter of 1995 to 7.3% this year due to decreasing gross margins
partly offset by lower operating expenses as a percentage of sales. Video
and Networking operated at a loss in the quarter due to lower gross
margins, increased investments to strengthen its distribution channels
throughout the world and investments in new product development.
Other income of $0.6 million in the current quarter compared to other
expense of $1.0 million in the 1995 quarter was due to non-recurring income
this year versus non-recurring expenses last year.
Income taxes increased from $7.6 million to $9.6 million due to
higher earnings before taxes in the current quarter and a higher estimated
effective annual tax rate of 30% for the current year compared to 26% last
year.
Net earnings of $22.4 million were 5% higher than the prior year due
to higher sales, higher operating income and higher other income, partly
offset by higher taxes.
The Company expects overall sales growth of approximately 17% for
fiscal year 1996 and 15% for 1997. Earnings per share are expected to be
approximately $3.00 for 1996
12
<PAGE>
compared to $2.50 in 1995. Earnings per share in fiscal year 1997 are ex-
pected to be in the range of $3.30 to $3.60 with a higher tax rate.
Information included in this Report on Form 10-Q relating to orders,
sales and earnings expectations constitutes forward-looking statements that
involve a number of risks and uncertainties. From time to time,
information provided by the Company or statements made by its employees may
contain other forward-looking statements. Factors that could cause actual
results to differ materially from the forward-looking statements include
but are not limited to: general economic conditions, including their
impact on capital expenditures; business conditions in the electronics
industry; competitive factors, including pricing pressures, technological
developments and products offered by competitors; changes in product and
sales mix, including an increase in indirect and systems sales; the timely
flow of competitive new products by the Company and market acceptance of
those products; the availability of parts and supplies from third party
suppliers on a timely basis and at reasonable prices, including the
timely availability of integrated circuits for the Company's Measurement
business; the Company's efforts to integrate and restructure its Video
and Networking business; inventory risks due to changes in market demand
or the Company's business strategies; changes in effective tax rates;
currency fluctuations; and the fact that a substantial portion of the
Company's sales are generated from orders received during the quarter,
making prediction of quarterly revenues and earnings difficult.
13
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
( 3) Bylaws, as amended.
(27) Financial Data Schedule for the thirty-nine
weeks ending February 24, 1996.
(.1) Restated Financial Data Schedule for the
thirty-nine weeks ending February 25, 1995.
(b) No reports on Form 8-K have been filed during the
quarter for which this report is filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
April 4, 1996 TEKTRONIX, INC.
By /S/ CARL W. NEUN
Carl W. Neun
Senior Vice President and
Chief Financial Officer
14
<PAGE>
EXHIBIT LIST
(a) Exhibits
( 3) Bylaws, as amended.
(27) Financial Data Schedule for the thirty-nine
weeks ending February 24, 1996.
(.1) Restated Financial Data Schedule for the
thirty-nine weeks ending February 25, 1995.
(b) No reports on Form 8-K have been filed during the
quarter for which this report is filed.
As Amended through January 17, 1996
BYLAWS
OF
TEKTRONIX, INC.
ARTICLE I
SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of
shareholders shall be held on the date and at the time each year as
shall be fixed by the board of directors and stated in the notice
of meeting, for the purpose of electing directors and for the
transaction of such other business as may properly come before the
meeting.
Section 2. Special Meetings. Special meetings of the
shareholders may be called by the Chairman of the Board or by the
board of directors, and shall be called by the Chairman of the
Board at the request of the holders of not less than one tenth of
all the outstanding shares of the corporation entitled to vote at
the meeting.
Section 3. Place of Meetings. The place of each annual
meeting and any special meeting of the shareholders shall be
determined by the board of directors.
Section 4. Notice of Meeting. Written or printed notice
stating the date, time and place of the shareholders meeting and,
in the case of a special meeting or a meeting for which special
notice is required by law, the purposes for which the meeting is
called, shall be delivered by the corporation to each shareholder
entitled to vote at the meeting and, if required by law, to any
other shareholders entitled to receive notice, not earlier than
sixty days nor less than thirty days before the meeting date. If
mailed, the notice shall be deemed delivered when it is mailed to
the shareholder with postage prepaid at the shareholder's address
shown in the corporation's record of shareholders.
Section 5. Closing of Transfer Records or Fixing of
Record Date. The board of directors may fix a future date as the
record date to determine the shareholders entitled to notice of a
shareholders meeting, demand a special meeting, vote, take any
other action or receive payment of any share or cash dividend or
other distribution. This date shall not be earlier than seventy
days or, in the case of a meeting, later than thirty-five days
before the meeting or action requiring a determination of
shareholders. The record date for any meeting, vote or other
action of the shareholders shall be the same for all voting groups.
If not otherwise fixed by the board of directors, the record date
to determine shareholders entitled to notice of and to vote at an
annual or special shareholders meeting is the close of business on
the day before the notice is first mailed or delivered to
shareholders. If not otherwise fixed by the board of directors,
the record date to determine shareholders entitled to receive
payment of any share or cash dividend or other distribution is the
close of business on the day the board of directors authorizes the
share or cash dividend or other distribution.
Section 6. Voting Lists. After a record date for a
meeting is fixed, the corporation shall prepare an alphabetical
list of all shareholders entitled to notice of the shareholders
meeting. The list shall be arranged by voting group and, within
each voting group, by class or series of shares, and it shall show
the address of and number of shares held by each shareholder. The
shareholders list shall be available for inspection by any
shareholder, upon proper demand as may be required by law,
beginning two business days after notice of the meeting is given
and continuing through the meeting, at the corporation's principal
office or at a place identified in the meeting notice in the city
where the meeting will be held. The corporation shall make the
shareholders list available at the meeting, and any shareholder or
the shareholder's agent or attorney shall be entitled to inspect
the list at any time during the meeting or any adjournment.
Refusal or failure to prepare or make available the shareholders
list does not affect the validity of action taken at the meeting.
Section 7. Quorum; Adjournment.
(a) Shares entitled to vote as a separate voting group
may take action on a matter at a meeting only if a quorum of those
shares exists with respect to that matter. A majority of the votes
entitled to be cast on the matter by the voting group constitutes
a quorum of that voting group for action on that matter.
(b) A majority of votes represented at the meeting,
although less than a quorum, may adjourn the meeting from time to
time to a different time and place without further notice to any
shareholder of any adjournment. At an adjourned meeting at which
a quorum is present, any business may be transacted that might have
been transacted at the meeting originally held.
(c) Once a share is represented for any purpose at a
meeting, it shall be present for quorum purposes for the remainder
of the meeting and for any adjournment of that meeting unless a new
record date is or must be set for the adjourned meeting. A new
record date must be set if the meeting is adjourned to a date more
than 120 days after the date fixed for the original meeting.
Section 8. Voting. If a quorum exists, action on a
matter, other than the election of directors, by a voting group is
approved if the votes cast within the voting group favoring the
action exceed the votes cast opposing the action, unless a greater
number of affirmative votes is required by law or the Restated
Articles of Incorporation. Unless otherwise provided in the
Restated Articles of Incorporation, directors are elected by a
plurality of the votes cast by the shares entitled to vote in the
election at a meeting at which a quorum is present.
Section 9. Proxies. At all meetings of shareholders, a
shareholder may vote by proxy executed in writing by the
shareholder or by his duly authorized attorney in fact. Such proxy
shall be filed with the secretary of the corporation before or at
the time of the meeting. No proxy shall be valid after eleven
months from the date of its execution, unless otherwise provided in
the proxy.
Section 10. Voting of Shares by Certain Holders.
(a) Shares standing in the name of another corporation
may be voted by such officer, agent or proxy as the bylaws of such
corporation may prescribe, or, in the absence of such provision, as
the board of directors of such other corporation may determine.
(b) Shares held by an administrator, executor, guardian
or conservator may be voted by him, either in person or by proxy,
without a transfer of such shares into his name. Shares standing
in the name of a trustee may be voted by him, either in person or
by proxy, but no trustee shall be entitled to vote shares held by
him without a transfer of such shares into his name.
(c) Shares standing in the name of a receiver may be
voted by such receiver, and shares held by or under the control of
a receiver may be voted by such receiver without the transfer
thereof into his name if authority so to do be contained in an
appropriate order of the court by which such receiver was
appointed.
(d) A shareholder whose shares are pledged shall be
entitled to vote such shares until the shares have been transferred
into the name of the pledgee, and thereafter the pledgee shall be
entitled to vote the shares so transferred.
(e) Neither treasury shares nor shares held by the
corporation in a fiduciary capacity, nor shares held by another
corporation if a majority of the shares entitled to vote for the
election of directors of such other corporation is held by the
corporation, shall be voted at any meeting or counted in
determining the total number of outstanding shares at any given
time.
Section 11. Proper Business for Shareholders' Meeting.
To be properly brought before the meeting, business must be either
(a) specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the board of directors, (b)
otherwise properly brought before a meeting by or at the direction
of the board of directors, or (c) otherwise properly brought before
the meeting by a shareholder. In addition to any other applicable
requirements, for business to be properly brought before an annual
meeting by a shareholder, the shareholder must have given timely
notice thereof in writing to the Secretary of the corporation. To
be timely, a shareholder's notice must be delivered to or mailed
and received at the principal executive office of the corporation
not less than 50 days nor more than 75 days prior to the meeting;
provided, however, that in the event that less than 65 days' notice
or prior public disclosure of the date of the meeting is given or
made to shareholders, notice by the shareholder to be timely must
be so received not later than the close of business on the 10th day
following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure was made, whichever
first occurs. A shareholder's notice to the Secretary shall set
forth (a) one or more matters appropriate for shareholder action
that the shareholder proposes to bring before the meeting, (b) a
brief description of the matters desired to be brought before the
meeting and the reasons for conducting such business at the
meeting, (c) the name and record address of the shareholder, (d)
the class and number of shares of the corporation that the
shareholder owns or is entitled to vote and (e) any material
interest of the shareholder in such matters. Notwithstanding
anything in these bylaws to the contrary, no business shall be
conducted at the annual meeting except in accordance with the
procedure set forth in this Section 11; provided, however, that
nothing in this Section 11 shall be deemed to preclude discussion
by any shareholder of any business properly brought before the
annual meeting. The Chairman of the Board shall, if the facts
warrant, determine and declare to the meeting that the business was
not properly brought before the meeting in accordance with the
provisions of this Section 11, and if the Chairman of the Board
should so determine, shall so declare to the meeting any such
business not properly brought before the meeting shall not be
transacted.
Section 12. Shareholder Nomination of Directors. Not
less than 50 days nor more than 75 days prior to the date of any
annual meeting of shareholders, any shareholder who intends to make
a nomination at the annual meeting shall deliver a notice to the
Secretary of the corporation setting forth (a) as to each nominee
whom the shareholder proposes to nominate for election or
reelection as a director, (i) the name, age, business address and
residence address of the nominee, (ii) the principal occupation or
employment of the nominee, (iii) the class and number of shares of
capital stock of the corporation that are beneficially owned by the
nominee and (iv) any other information concerning the nominee that
would be required, under the rules of the Securities and Exchange
Commission, in a proxy statement soliciting proxies for the
election of such nominee; and (b) as to the shareholder giving the
notice, (i) the name and record address of the shareholder and (ii)
the class and number of shares of capital stock of the corporation
that are beneficially owned by the shareholder; provided, however,
that in the event that less than 65 days' notice or prior public
disclosure of the date of the annual meeting is given or made to
shareholders, notice by the shareholder to be timely must be so
delivered not later than the close of business on the 10th day
following the day on which such notice of the date of the meeting
was mailed or such public disclosure was made, whichever first
occurs. Such notice shall include a signed consent to serve as a
director of the corporation, if elected, of each such nominee. The
corporation may require any proposed nominee to furnish such other
information as may reasonably be required by the corporation to
determine the eligibility of such proposed nominee to serve as a
director of the corporation.
Section 13. Shareholder Nomination of Directors -
Special Meetings. Any shareholder who intends to make a nomination
at any special meeting of shareholders held for the purpose of
electing directors shall deliver a timely notice to the Secretary
of the corporation setting forth (a) as to each nominee whom the
shareholder proposes to nominate for election or reelection as a
director, (i) the name, age, business address and residence address
of the nominee, (ii) the principal occupation or employment of the
nominee, (iii) the class and number of shares of capital stock of
the corporation that are beneficially owned by the nominee and (iv)
any other information concerning the nominee that would be
required, under the rules of the Securities and Exchange
Commission, in a proxy statement soliciting proxies for the
election of such nominee; and (b) as to the shareholder giving the
notice, (i) the name and record address of the shareholder and (ii)
the class and number of shares of capital stock of the corporation
that are beneficially owned by the shareholder. To be timely for
these purposes, such notice must be given (a) if given by the
shareholder (or any of the shareholders) who or that made a demand
for a meeting pursuant to which such meeting is to be held,
concurrently with the delivery of such demand, and (b) otherwise,
not later than the close of business on the 10th day following the
day on which the notice of the special meeting was mailed. Such
notice shall include a signed consent to serve as a director of the
corporation, if elected, of each such nominee. The corporation may
require any proposed nominee to furnish such other information as
may reasonably be required by the corporation to determine the
eligibility of such proposed nominee to serve as a director of the
corporation.
ARTICLE II
BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of
the corporation shall be managed by its board of directors.
Section 2. Number, Tenure and Qualifications. The
directors of the corporation shall be divided into three classes of
directors designated Class I, Class II and Class III. The number
of directors of the corporation shall be eleven, consisting of four
Class I directors, three Class II directors and four Class III
directors. At the 1986 annual meeting of shareholders, Class I
directors were elected to a term of office expiring at the 1987
annual meeting of shareholders, Class II directors were elected to
a term of office expiring at the 1988 annual meeting of
shareholders, and Class III directors were elected to a term of
office expiring at the 1989 annual meeting of shareholders, and in
each case until their successors are elected and qualified. At
each annual meeting of shareholders following such initial
classification and election, directors elected to succeed those
directors whose terms expire shall be elected to serve three-year
terms and until their successors are elected and qualified, so that
the term of one class of directors will expire each year. When the
number of directors is changed by amendment of this Section 2, any
newly created directorships, or any decrease in directorships,
shall be so apportioned among the classes so as to make all classes
as nearly equal as possible, provided that no decrease in the
number of directors constituting the Board of Directors shall
shorten the term of any incumbent director. Directors need not be
residents of the State of Oregon or shareholders of the
corporation.
Section 3. Annual and Regular Meetings. The annual
meeting of the board of directors may be held before or after the
annual meeting of shareholders, on the day and at the time and
place designated by the Chairman of the Board. The board of
directors may provide by resolution, the time and place, either
within or without the State of Oregon, for the holding of regular
meetings without notice other than such resolution.
Section 4. Special Meetings. Special meetings of the
board of directors may be called by or at the request of the
Chairman of the Board or any two directors. The person or persons
authorized to call special meetings of the board of directors may
fix any place, either within or without the State of Oregon, as the
place for holding any special meeting of the board of directors
called by them.
Section 5. Notice. Notice of the date, time and place
of any special meeting of the board of directors shall be given at
least three days prior to the meeting by notice communicated in
person, by telephone, telegraph, teletype, other form of wire or
wireless communication, mail or private carrier. If written,
notice shall be effective at the earliest of (a) when received, (b)
five days after its deposit in the United States mail, as evidenced
by the postmark, if mailed postpaid and correctly addressed, or (c)
on the date shown on the return receipt, if sent by registered or
certified mail, return receipt requested and the receipt is signed
by or on behalf of the addressee. Notice by all other means shall
be deemed effective when received by or on behalf of the director.
Notice of any regular or special meeting need not describe the
purposes of the meeting unless required by law or the Restated
Articles of Incorporation.
Section 6. Quorum. A majority of the number of
directors fixed by Section 2 of this Article II shall constitute a
quorum for the transaction of business at any meeting of the board
of directors, but if less than such majority is present at a
meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice.
Section 7. Manner of Acting. The act of the majority of
the directors present at a meeting at which a quorum is present
shall be the act of the board of directors, unless a greater number
is required by law or these bylaws.
Section 8. Vacancies. Any vacancy on the board of
directors, including a vacancy resulting from an increase in the
number of directors, may be filled by the shareholders, the board
of directors, the remaining directors if less than a quorum (by the
vote of a majority thereof) or by a sole remaining director. Any
vacancy not filled by the directors shall be filled by election at
an annual meeting or at a special meeting of shareholders called
for that purpose. A vacancy that will occur at a specified later
date, by reason of a resignation or otherwise, may be filled before
the vacancy occurs, but the new director may not take office until
the vacancy occurs.
Section 9. Compensation. By resolution of the board of
directors, the directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors, and may be
paid a fixed sum for attendance at each meeting of the board of
directors or a stated salary as director. No such payment shall
preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
Section 10. Presumption of Assent. A director of the
corporation who is present at a meeting of the board of directors
at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof or shall
forward such dissent by registered mail to the secretary of the
corporation immediately after the adjournment of the meeting. Such
right to dissent shall not apply to a director who voted in
favor of such action. It shall be the duty of the person acting as
secretary of the meeting to record in the minutes any negative
votes, abstentions or dissents if requested to do so by the
director so voting, abstaining or dissenting.
Section 11. Informal Action by Directors. Any action
required to be taken at a meeting of directors, or any action which
may be taken at a meeting of directors, may be taken without a
meeting if a consent in writing setting forth the action so taken
shall be signed by all the directors entitled to vote with respect
to the subject matter thereof. Such consent shall have the same
effect as a unanimous vote of the directors.
Section 12. Removal. The shareholders may remove one or
more directors with or without cause at a meeting called expressly
for that purpose, unless the Restated Articles of Incorporation
provide for removal for cause only.
Section 13. Transactions with Directors. Any contract
or other transaction between the corporation and one or more of its
directors, or between the corporation and another party in which
one or more of its directors are interested shall be valid
notwithstanding the presence or participation of such director or
directors in a meeting of the board of directors which acts upon or
in reference to such contract or transaction, if the fact of such
interest shall be disclosed or known to the board of directors and
it shall authorize and approve such contract or transaction by a
vote of a majority of the directors present. Such interested
director or directors may be counted in determining whether a
quorum is present at any such meeting, but shall not be counted in
calculating the majority necessary to carry such vote. This
section shall not invalidate any contract or other transaction
which would otherwise be valid under applicable law.
Section 14. Meeting by Telephone Conference Call. A
meeting of the board of directors may be held by means of
conference telephone or similar communications equipment through
which all persons participating in the meeting can hear each other.
Participation in a meeting pursuant to this section shall
constitute presence in person at the meeting. Notice (including
waiver of notice) and quorum requirements as specified in Sections
5 and 6 of this Article shall apply to meetings pursuant to this
section. A record shall be kept of the action taken for insertion
into the minute book.
ARTICLE III
COMMITTEES
Section 1. Designation. The board of directors, by
resolution adopted by a majority of the number of directors fixed
by Section 2 of Article II of these bylaws, may designate from
among its members an executive committee and one or more other
committees. The designation of a committee, and the delegation of
authority to it, shall not operate to relieve the board of
directors, or any member thereof, of any responsibility imposed
upon it or him by law. No member of any committee shall continue
to be a member thereof after he ceases to be a director of the
corporation. The board of directors shall have the power at any
time, by resolution adopted by a majority of the number of
directors fixed by Section 2 of Article II of these bylaws, to
increase or decrease the number of members of any committee, to
fill vacancies thereon, to change any member thereof, and to change
the functions or terminate the existence thereof.
Section 2. Powers. During the interval between meetings
of the board of directors, and subject to such limitations as may
be imposed by resolution of the board of directors, the executive
committee shall have and may exercise all the authority of the
board of directors in the management of the corporation. Any other
committee shall have such authority of the board of directors as
the board shall delegate by resolution adopted by a majority of the
number of directors fixed by Section 2 of Article II of these
bylaws. Notwithstanding the foregoing, neither the executive
committee nor any other committee shall have the authority of the
board of directors in reference to amending the articles of
incorporation; adopting a plan of merger or consolidation;
recommending to the shareholders the sale, lease, exchange,
mortgage, pledge or other disposition of all or substantially all
the property and assets of the corporation otherwise than in the
usual and regular course of its business; recommending to the
shareholders a voluntary dissolution of the corporation or
revocation thereof; or amending the bylaws of the corporation.
Reports on actions taken by a committee shall be submitted to
the next succeeding meeting of the board of directors.
Section 3. Procedure; Meetings; Quorum. Each committee
shall appoint a chairman from among its members and a secretary who
may, but need not, be a member of the committee or of the board of
directors. The chairman shall preside at all committee meetings
and the secretary shall keep a record of its proceedings. Regular
meetings of a committee, of which no notice shall be necessary,
shall be held on such days and at such places as shall be fixed by
resolution adopted by a majority of the committee. Special
meetings of a committee shall be called at the request of any
member of the committee, and shall be held upon notice by letter or
telegram mailed or delivered for transmission not later than during
the second day preceding the day of the meeting, or by word of
mouth or telephone received not later than the day immediately
preceding the day of the meeting. Any notice required by this
section may be waived in writing signed by the member or members
entitled to the notice, whether before, or after the meeting time
stated therein. Attendance of any member of a committee at a
special meeting shall constitute a waiver of notice of such
meeting. A majority of the committee, from time to time, shall be
necessary to constitute a quorum for the transaction of business,
and the act of a majority of the members present at a meeting at
which a quorum is present shall be the act of the committee. The
board of directors may vote to the members of any committee a
reasonable fee as compensation for attendance at meetings of such
committee.
Section 4. Meeting by Telephone Conference Call. A
meeting of a committee may be held by means of conference telephone
or similar telephone communications equipment through which all
persons participating in the meeting can hear each other.
Participation in the meeting pursuant to this section shall
constitute presence in person at the meeting. Notice (including
waiver of notice) and quorum requirements as specified in Section
3 of this Article shall apply to meetings pursuant to this section.
A record shall be kept of action taken for insertion into the
minute book.
Section 5. Informal Action by Committee. Any action
which may be taken at a meeting of a committee may be taken without
a meeting if a consent in writing setting forth the actions so
taken shall be signed by all members of the committee entitled to
vote with respect to the subject matter thereof. The action shall
be effective on the date when the last signature is placed on the
consent or at such earlier time as is set forth therein. The
consent shall have the same effect as a unanimous vote of the
committee.
ARTICLE IV
OFFICERS
Section 1. Number. The officers of the corporation
shall be a Chairman of the Board of Directors (the "Chairman of the
Board"); a President; a Secretary; and such other officers and
assistant officers as may be elected or appointed from time to
time by the board of directors. The officers of the corporation
shall have such powers and duties as may be prescribed by the board
of directors. Any two or more offices may be held by the same person.
Section 2. Election and Term of Office. The officers of
the corporation shall be elected annually by the board of directors
at the first meeting of the board of directors held after the
annual meeting of the shareholders. If the election of officers
shall not be held at the meeting, it shall be held as soon
thereafter as is convenient. Each officer shall hold office until
a successor shall have been duly elected and shall have qualified
or until the officer's death, resignation or removal in the manner
hereinafter provided.
Section 3. Removal. Any officer or agent elected
or appointed by the board of directors may be removed by the
board of directors at any time with or without cause. Election or
appointment of an officer or agent shall not of itself create
contract rights.
Section 4. Vacancies. A vacancy in any office because
of death, resignation, removal, disqualification or otherwise, may
be filled by the board of directors for the unexpired portion of
the term.
Section 5. Chairman of the Board. The Chairman of the
Board of Directors shall be the chief executive officer of the
corporation and, subject to the control of the board of directors,
shall in general supervise and control all of the business and
affairs of the corporation. The Chairman of the Board may execute
in behalf of the corporation all contracts, agreements, stock
certificates and other instruments. The Chairman of the Board
shall from time to time report to the board of directors all
matters within the Chairman's knowledge affecting the corporation
which should be brought to the attention of the board. The
Chairman of the Board shall vote all shares of stock in other
corporations owned by the corporation, and shall be empowered to
execute proxies, waivers of notice, consents and other instruments
in the name of the corporation with respect to such stock. He
shall preside at all meetings of the board of directors and
shareholders. The Chairman of the Board shall perform such other
duties as may be prescribed from time to time by the board of
directors.
Section 6. President. The President shall be the chief
operating officer of the corporation and shall supervise the
operations of the corporation, subject to the direction of the
board of directors and the Chairman of the Board. The President
shall perform such other duties as may be prescribed from time to
time by the board of directors or the Chairman of the Board.
Section 7. Secretary. The Secretary shall keep the
minutes of all meetings of the directors and shareholders, and
shall have custody of the minute books and other records
pertaining to the corporate business. The Secretary shall
countersign all stock certificates and other instruments requiring
the seal of the corporation and shall perform such other duties as
may be prescribed from time to time by the board of directors.
Section 8. Salaries. The salaries of the officers shall
be fixed from time to time by the board of directors and no officer
shall be prevented from receiving such salary because the officer
is also a director of the corporation.
ARTICLE IV-A
NON-CORPORATE OFFICERS
A. The Chairman of the Board of the corporation shall have
the power, in the exercise of his or her discretion, to appoint
persons to hold positions and titles such as vice president,
treasurer, assistant vice president, assistant secretary, president
of a division, or similar titles as the business of the corporation
may require, subject to such limits in appointment power as the
board of directors may determine. Each such appointee shall have
such title, shall serve in such capacity, and shall have such
authority and perform such duties as the Chairman of the Board of
the corporation shall determine; provided that no such appointee
shall have executive powers, be in charge of a principal business
unit, division or function or perform similar policy making
functions. The board of directors shall be advised of any such
appointment at a meeting of the board of directors, and the
appointment shall be noted in the minutes of the meeting. The
minutes shall state that such persons are non-corporate officers
appointed pursuant to this Article IV-A of these bylaws.
B. Any such appointee, absent specific election by the board
of directors as an elected corporate officer (i) shall not be
considered an officer elected by the board of directors pursuant to
Article IV of these bylaws, (ii) shall not be considered an
'officer' of the corporation for the purposes of Rule 3b-2
promulgated under the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder (collectively,
the "Act"), or an 'executive officer' of the corporation for the
purposes of Rule 3b-7 promulgated under the Act, and similarly
shall not be considered an 'officer' of the corporation for the
purposes of Section 16 of the Act, or an 'executive officer' of the
corporation for the purposes of Section 14 of the Act, and (iii)
shall be empowered to represent himself or herself to third parties
as an appointed vice president, etc., only, and shall be empowered
to execute documents, bind the corporation, or otherwise act on
behalf of the corporation only as authorized by the Chairman of the
Board or the President of the corporation or by resolution of the
board of directors. An elected corporate officer of the
corporation may also be appointed to a position pursuant to this
Article IV-A.
C. A person appointed to a position pursuant to this Article
IV-A may be removed at any time by the Chairman of the Board or by
the board of directors of the corporation.
ARTICLE V
INDEMNITY OF DIRECTORS AND OFFICERS
A. The corporation shall indemnify to the fullest extent
then permitted by law any person who is made, or threatened to be
made, a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative,
investigative or otherwise (including an action, suit or proceeding
by or in the right of the corporation) by reason of the fact that
the person is or was a director or officer of the corporation or is
or was serving at the request of the corporation as a director or
officer of another corporation, partnership, joint venture, trust
or other enterprise against all expenses (including attorneys'
fees), judgments, amounts paid in settlement and fines actually and
reasonably incurred in connection therewith.
B. Expenses incurred in connection with an action, suit or
proceeding may be paid or reimbursed by the corporation in advance
of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of the director or
officer to repay such amounts if it shall ultimately be determined
that such person is not entitled to be indemnified by the
corporation.
C. The indemnification provided hereby shall not be deemed
exclusive of any other rights to which those indemnified may be
entitled under the Restated Articles of Incorporation, any statute,
agreement, or vote of shareholders or directors or otherwise, both
as to action in any official capacity and as to action in another
capacity while holding an office, and shall continue as to a person
who has ceased to be a director or officer and shall inure to the
benefit of the heirs, executors and administrators of such person.
D. The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or fiduciary with
respect to any employee benefit plans of the corporation or is or
was serving at the request of the corporation as a director,
officer, employee or agent, or as a fiduciary of an employee
benefit plan, of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against
and incurred by the person in any such capacity, or arising out of
the person's status as such, whether or not the corporation would
have the power to indemnify the person against such liability under
the provisions of the Restated Articles of Incorporation or the
Oregon Business Corporation Act.
E. Any person other than a director or officer who is or was
an employee or agent of the corporation, or fiduciary within the
meaning of the Employee Retirement Income Security Act of 1974 with
respect to any employee benefit plans of the corporation, or is or
was serving at the request of the corporation as an employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise may be indemnified to such extent as the board of
directors in its discretion at any time or from time to time may
authorize.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The board of directors may
authorize any officer or officers, agent or agents, to enter into
any contract or execute and deliver any instrument in the name of
and on behalf of the corporation, and such authority may be general
or confined to specific instances.
Section 2. Loans. No loans shall be contracted on
behalf of the corporation and no evidence of indebtedness shall be
issued in its name unless authorized by a resolution of the board
of directors. Such authority may be general or confined to
specific instances.
Section 3. Checks, Draft, etc. All checks, drafts or
other orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the corporation, shall be signed
by such officer or officers, agent or agents of the corporation and
in such manner as shall from time to time be determined by or
pursuant to resolution of the board of directors.
Section 4. Deposits. All funds of the corporation not
otherwise employed shall be deposited from time to time to the
credit of the corporation in such banks, trust companies or other
depositories as the board of directors may select.
ARTICLE VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares. Certificates
representing shares of the corporation shall be in such form as
shall be determined by the board of directors. Such certificates
shall be signed by the Chairman of the Board or a Vice President
and by the Secretary or an Assistant Secretary and may be sealed
with the seal of the corporation or a facsimile thereof. All
certificates for shares shall be consecutively numbered or
otherwise identified. The name and address of the person to whom
the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the share transfer
records of the corporation. All certificates surrendered to the
corporation for transfer shall be cancelled and no new certificate
shall be issued until the former certificate for a like number of
shares shall have been surrendered and cancelled, except that in
case of a lost, destroyed or mutilated certificate a new one may be
issued therefore upon such terms and indemnity to the corporation
as the board of directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares of
the corporation shall be made only on the share transfer records of
the corporation by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of authority to
transfer, or by his attorney thereunto authorized by power
of attorney duly executed and filed with the secretary of the
corporation. The person in whose name shares stand on the books of
the corporation shall be deemed by the corporation to be the owner
thereof for all purposes.
Section 3. Transfer Agent and Registrar. The board of
directors may from time to time appoint one or more transfer agents
and one or more registrars for the shares of the corporation, with
such powers and duties as the board of directors shall determine by
resolution. The signatures of the president or vice president and
the secretary or assistant secretary upon a certificate may be
facsimiles if the certificate is countersigned by a transfer agent
or registered by a registrar other than the corporation itself or
an employee of the corporation.
Section 4. Officer Ceasing to Act. In case any officer
who has signed or whose facsimile signature has been placed upon a
stock certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the corporation with the
same effect as if he were such officer at the date of its issuance.
Section 5. Fractional Shares. The corporation shall not
issue certificates for fractional shares.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the corporation shall end on the last
Saturday in May of each year.
ARTICLE IX
DIVIDENDS
The board of directors may from time to time declare, and
the corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law.
ARTICLE X
SEAL
The seal of the corporation shall be in the form of a
circle containing therein "TEKTRONIX, INC. CORPORATE SEAL OREGON."
ARTICLE XI
AMENDMENTS
These bylaws may be altered, amended or repealed and new
bylaws may be adopted by the board of directors at any regular or
special meeting.
I HEREBY CERTIFY that the foregoing are the bylaws of
TEKTRONIX, INC. adopted at a meeting of the board of directors of
the company held on September 9, 1963, and as amended with regard
to Article IV at a meeting of the board of directors of the company
held on December 22, 1966, and as amended with regard to Article IV
at a meeting of the board of directors of the company held on
January 30, 1969, and as amended with regard to Article II at a
meeting of the board of directors of the company held on July 17,
1969, and as amended with regard to Article IV at a meeting of the
board of directors of the company held on September 24, 1970, and
as amended with regard to Article IV at a meeting of the board of
directors of the company held on September 30, 1971, and as amended
with regard to Article V at a meeting of the board of directors of
the company held on September 27, 1973, and as amended with regard
to Article IV at a meeting of the board of directors of the company
held on September 26, 1974, and as amended with regard to Article
I at a meeting of the board of directors of the company held on
April 28, 1977, and as amended with regard to Article I at a
meeting of the board of directors of the company held on May 20,
1977, and as amended with regard to Article IV at a meeting of the
board of directors of the company held on January 18, 1979, and as
amended with regard to Article II at a meeting of the board of
directors of the company held on February 28, 1980, and as amended
with regard to Article II at a meeting of the board of directors of
the company held on May 22, 1980, and as amended with regard to
Articles I, II and III at a meeting of the board of directors of
the company held on June 25, 1980, and as amended with regard to
Article II at a meeting of the board of directors of the company
held on September 9, 1980, with the amendment to be effective
September 27, 1980, and as amended with regard to Article I at a
meeting of the board of directors of the company held on July 23,
1981, and approved by the shareholders at a meeting held on
September 26, 1981, and as amended with regard to Article VI at a
meeting of the board of directors of the company held on May 3,
1983, and as amended with regard to Article II at a meeting of the
board of directors of the company held on June 30, 1983, and as
amended with regard to Articles III and IV at a meeting of the
board of directors of the company held on March 1, 1984, and as
amended with regard to Article I at a meeting of the board of
directors of the company held on December 6, 1984, and as amended
with regard to Article II at a meeting of the board of directors of
the company held on August 13, 1985, and as amended with regard to
Article II at a meeting of the board of directors of the company
held on October 24, 1985, and as amended with regard to Article II
at a meeting of the board of directors of the company held on July
17, 1986, and as amended with regard to Article V at a meeting of
the board of directors of the company held on September 27, 1986,
and as amended with regard to Article II at a meeting of the board
of directors of the company held on June 23, 1988, and as amended
with regard to Article II at a meeting of the board of directors of
the company held on July 21, 1988, and as amended with regard to
Article II at a meeting of the board of directors of the company
held on July 20, 1989, and as amended with regard to Articles I, II
and IV at a meeting of the board of directors of the company held
on November 29, 1989, and as amended with regard to Articles II and
IV at a meeting of the board of directors of the company held on
April 25, 1990, and as amended with regard to Article I at a
meeting of the board of directors of the company held on June 20,
1990, and as amended with regard to Article II at a meeting of the
board of directors of the company held on July 19, 1990, and as
amended with regard to Articles II and IV at a meeting of the board
of directors of the company held on October 24, 1990, and as
amended with regard to Article II at a meeting of the board of
directors of the company held on March 20, 1991, and as amended
with regard to Article I at a meeting of the board of directors of
the company held on July 17, 1991, and as amended with regard to
Articles I, II, IV, and VII at a meeting of the board of directors
of the company held on September 26, 1991, and as amended with
regard to Article II at a meeting of the board of directors of the
company held on January 29, 1992, and as amended with regard to
Article II by action of the board of directors of the company
without a meeting, effective July 10, 1992, and as amended with
regard to Article IV at a meeting of the board of directors of the
company held on September 23, 1992, and as amended with regard to
Article II by action of the board of directors of the company
without a meeting, effective September 24, 1992, and as amended
with regard to Article I at a meeting of the board of directors of
the company held on October 18, 1992, and as amended with regard to
Article II at a meeting of the board of directors of the company
held on December 2, 1992, and as amended with regard to Article IV-
A at a meeting of the board of directors of the company held on
March 31, 1993, and as amended with regard to Articles I and II at
a meeting of the board of directors of the company held on June 23,
1994, and as amended with regard to Article II at a meeting of the
board of directors of the company held on December 15, 1994, and as
amended with regard to Article II by action of the board of
directors of the company without a meeting, effective March 1,
1995, and as amended with regard to Article I at a meeting of the
board of directors of the company held on September 20, 1995, and
as amended with regard to Article II at a meeting of the board of
directors of the company held on January 17, 1996.
By JOHN P. KARALIS
____________________
John P. Karalis
Secretary
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THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
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