SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 12 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________________to________________________
Commission File Number 1-5426.
THOMAS INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
Delaware 61-0505332
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4360 Brownsboro Road, Louisville, Kentucky 40207
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 502/893-4600
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 twelve 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
The number of shares outstanding of issuer's Common Stock, $1 par value, as of
May 1, 1996, was 10,474,941 shares.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
<TABLE>
THOMAS INDUSTRIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(Dollars in Thousands Except Amounts Per Share)
<CAPTION>
Three Months Ended
March 31
1996 1995
<S> <C> <C>
Net sales $123,524 $117,609
Cost of products sold 88,405 86,381
Gross profit 35,119 31,228
Other (income) expense:
Selling, general, and
administrative expenses 29,155 26,248
Interest expense 1,927 2,273
Other (170) (8)
Income before income taxes 4,207 2,715
Income tax provision 1,582 1,127
Net income $ 2,625 $ 1,588
Per Share amounts:
Net income per share $.25 $.16
Dividends declared per share $.10 $.10
Average number of shares outstanding 10,672,669 10,081,767
See notes to condensed consolidated financial statements.
</TABLE>
<TABLE>
THOMAS INDUSTRIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
<CAPTION>
(Unaudited)
March 31 December 31
1996 1995*
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 1,245 $ 18,305
Accounts receivable, less allowance
(1996--$2,232; 1995--$2,014) 67,435 61,975
Inventories:
Finished products 33,702 29,951
Raw materials 24,855 25,107
Work in process 15,084 13,007
73,641 68,065
Assets held for disposition 984 1,000
Deferred income taxes 5,775 5,775
Other current assets 8,621 9,619
Total current assets 157,701 164,739
Property, plant and equipment 145,694 146,903
Less accumulated depreciation and amortization 69,347 71,193
76,347 75,710
Intangible assets--less accumulated amortization 60,603 61,379
Other assets 11,468 11,705
Total assets $306,119 $313,533
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Notes payable $ 9,340 $ 7,679
Accounts payable 24,487 27,778
Other current liabilities 40,724 39,437
Current portion of long-term debt 8,629 9,008
Total current liabilities 83,180 83,902
Deferred income taxes 7,880 7,875
Long-term debt (less current portion) 63,031 70,791
Minimum pension liability 3,520 3,520
Other long-term liabilities 5,218 4,268
Total liabilities 162,829 170,356
Shareholders' equity
Preferred Stock, $1 par value,
3,000,000 shares authorized--none issued
Common Stock, $1 par value
Shares authorized: 60,000,000
Shares issued: 1996--11,498,254; 1995--11,485,865 11,498 11,486
Capital surplus 114,560 117,974
Retained earnings 38,784 40,003
Minimum pension liability adjustment (3,407) (2,690)
Equity adjustment from translation (933) (616)
Less cost of treasury shares:
(1996--1,023,646; 1995--1,366,695) (17,212) (22,980)
Total shareholders' equity 143,290 143,177
Total liabilities and shareholders' equity $306,119 $313,533
*Derived from the audited December 31, 1995, consolidated balance sheet.
See notes to condensed consolidated financial statements.
</TABLE>
<TABLE>
THOMAS INDUSTRIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Dollars in Thousands)
<CAPTION>
Three Months Ended
March 31
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net income $ 2,625 $ 1,588
Reconciliation of net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 4,235 3,989
Deferred income taxes -- (178)
Provision for losses on accounts receivable 168 253
Changes in operating assets and liabilities,
net of effects of acquisitions and
dispositions:
Accounts receivable (4,321) (7,295)
Inventories (3,238) 2,161
Other current assets 1,040 2,165
Accounts payable (3,625) 2,786
Accrued expenses and other liabilities (260) 1,806
Other 275 124
Net cash provided by (used in)
operating activities (3,101) 7,399
Cash flows from investing activities:
Purchase of property, plant, and equipment (3,198) (2,811)
Proceeds from sale of property, plant, and
equipment 42 4
Net cash used in investing activities (3,156) (2,807)
Cash flows from financing activities:
Proceeds from short-term debt, net 1,291 3,244
Payments on long-term debt (11,200) (8,485)
Dividends paid (1,010) (1,007)
Other 116 52
Net cash used in financing activities (10,803) (6,196)
Decrease in cash and cash equivalents (17,060) (1,604)
Cash and cash equivalents at beginning of quarter 18,305 5,050
Cash and cash equivalents at end
of quarter $ 1,245 $ 3,446
See notes to condensed financial statements.
</TABLE>
THOMAS INDUSTRIES INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note A -- Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial reporting and with the instructions to Form 10-Q and Article 10-01 of
Regulation S-X. Accordingly, they do not include all the information and
footnotes required by generally accepted accounting principles for complete
financial statements.
The results of operations for the three-month period ended March 31, 1996, are
not necessarily indicative of the results that may be expected for the year
ending December 31, 1996. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included. For further
information, refer to the consolidated financial statements and footnotes
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1995.
Note B -- Contingencies
In the normal course of business, the Company and its subsidiaries are parties
to litigation. Management believes that these matters will be resolved with no
material adverse impact on the financial position of the Company.
Note C -- Acquisition
On March 15, 1996, the Company acquired Welch Vacuum Technology, Inc., of
Skokie, Illinois, a manufacturer of high vacuum systems for laboratory and
chemical markets. Welch was acquired in exchange for 343,049 shares of Common
Stock of Thomas Industries Inc. in a transaction accounted for as a pooling of
interests. Due to immateriality, prior-year financial statements have not been
restated.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Net sales during the first quarter ended March 31, 1996, were 5% above the first
quarter 1995. Net sales for the Lighting Segment were up 3% from last year's
first quarter due to strength in the Commercial & Industrial Division. The
Compressor & Vacuum Pump Segment experienced an 8% increase in net sales for the
quarter over 1995 primarily due to the acquisition of Welch Vacuum Technology.
Please see Note C on page 5 for additional information regarding the Welch
acquisition.
Net income for the first three months of 1996 increased to $2,625,000 compared
to last year's first quarter net income of $1,588,000. Operating income from
the Compressor & Vacuum Pump Segment declined slightly due to weakness in
certain segments of our North American medical market. The Lighting Segment
operating results improved compared to last year due to the 3% increase in net
sales coupled with cost savings programs initiated in prior years.
Cost of products sold in the first three months of 1996 decreased to 71.6% of
net sales compared to 73.4% last year.
Selling, general, and administrative expense in the first quarter of 1996 was
$2,762,000 higher compared to the prior-year first quarter. SG&A expense as a
percent of net sales was 23.4% in 1996 compared to 22.3% in 1995. In the
Lighting Segment, SG&A expense increased 10.7% in the current quarter compared
to the first quarter of 1995 in support of sales growth. SG&A expense in the
Compressor & Vacuum Pump Segment increased 12.7% over the prior-year first
quarter due primarily to the Welch acquisition.
Interest expense for the first three months of 1996 was 15% lower than the
comparable 1995 period. The effect of lower short-term interest rates and
reductions in long-term debt contributed to the decrease in interest expense.
Working capital of $74,521,000 at March 31, 1996, was down from $80,837,000 at
December 31, 1995. Accounts receivable at March 31, 1996, exceed December 31,
1995, by 9% and were less than March 31, 1995, by 2%. Inventory increased 8%
from December 31, 1995, and 3% from March 31, 1995. Notes payable to banks
increased $1,661,000 from December 31, 1995, but decreased $3,284,000 from March
31, 1995. The current ratio was 1.90 at March 31, 1996, compared to 1.96 at
December 31, 1995, and 1.80 at March 31, 1995. Certain loan agreements of the
Company include restrictions on working capital, operating leases, tangible net
worth, and the payment of cash dividends and stock distributions. Under the
most restrictive of these arrangements, retained earnings of $21 million are not
restricted at March 31, 1996.
As of March 31, 1996, the Company had available credit of $17.5 million with
banks under short-term borrowing arrangements and a revolving line of credit,
$50 million of which was available as of March 31, 1996. Anticipated funds
from operations, along with available short-term credit and other resources, are
expected to be sufficient to meet cash requirements in the year ahead. Cash in
excess of operating requirements will continue to be invested in high grade,
short-term securities.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(3) Bylaws, as amended April 18, 1996.
(27) Financial Data Schedule
(b) A Form 8-K was filed on February 7, 1996, announcing the
appointment of Ernst & Young LLP as the Registrant's
independent auditors for 1996 and the termination of KPMG
Peat Marwick LLP as the previous independent auditors.
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.
THOMAS INDUSTRIES INC.
Registrant
/s/ Phillip J. Stuecker
Phillip J. Stuecker, Vice President and
Chief Financial Officer
Date May 10, 1996
BYLAWS
OF
THOMAS INDUSTRIES INC.
Amended as of April 18, 1996
BYLAWS
OF
THOMAS INDUSTRIES INC.
ARTICLE I
Offices
The principal office of the Corporation in the State of Delaware is located
at No. 306 South State Street, City of Dover 19901, County of Kent, State of
Delaware; and the name of the resident agent in charge thereof is the United
States Corporation Company. The Company may also have offices at such other
places, within or without the State of Delaware, as the Board of Directors may
from time to time determine.
ARTICLE II
Shareholders
Section 1. Annual Meeting. An annual meeting of the shareholders of
the Corporation for the election of directors and for the transaction of such
other business as may properly come before the meeting shall be held each year
on such day during the month of April or May, and at such time and place, as may
be fixed from time to time by the Board of Directors of the Corporation.
Section 2. Special Meetings. Special meetings of the shareholders of the
Corporation for any purpose or purposes may be called at any time by the Board
of Directors or by a committee of the Board of Directors which has been duly
designated by the Board of Directors and whose powers and authority, as provided
in a resolution of the Board of Directors or in these Bylaws, include the power
to call such meetings, but such special meetings may not be called by any other
person or persons; provided, however, that if and to the extent that any special
meeting of shareholders may be called by any other person or persons by the
terms of any series of Preferred Stock then outstanding, then such special
meeting may also be called by the person or persons, in the manner, at the
times, and for the purposes so specified. Special meetings shall be held at
such place within or without the State of Delaware as may be specified in
the call thereof. Business transacted at all special meetings shall be
confined to the objects stated in the call.
Section 3. Notice of Meetings. Written notice of the annual meeting
of the shareholders shall be served by the Secretary, either personally or by
mail, upon each shareholder of record entitled to vote at such meeting, at least
ten days before the meeting. Written notice of any special meeting of the
shareholders shall be so served at least five days before the meeting. If
mailed, the notice of a meeting shall be directed to a shareholder at his last
known post office address. The notice of every meeting of the shareholders
shall state the purpose or purposes for which the meeting is called and the time
when and the place where it is to be held. Failure to serve personally or by
mail such notice, or any irregularity therein, shall not affect the validity of
such meeting or any of the proceedings thereat. Such notice may be waived in
writing.
Section 4. Quorum. At all meetings of the shareholders, the presence, in
person or by proxy, of the holders of record of a majority of the shares of
stock issued and outstanding, and entitled to vote thereat, shall be necessary
and sufficient to constitute a quorum for the transaction of business, except as
otherwise provided by law, by the Certificate of Incorporation, or by these
Bylaws. In the absence of a quorum, the holders of record of a majority of the
shares of stock present in person or by proxy, and entitled to vote thereat, or
if no such shareholder is present in person or by proxy, any officer entitled to
preside at, or act as secretary of, such meeting, without notice other than by
announcement at the meeting, may adjourn the meeting from time to time, for a
period of not more than thirty days at any one time until a quorum shall
attend. At any such adjourned meeting at which a quorum shall be present in
person or by proxy, any business may be transacted that might have been
transacted at the meeting as originally called.
Section 5. Voting. At each meeting of the shareholders, except as may
be provided by the Certificate of Incorporation, as amended, or in a certificate
filed by the Corporation pursuant to Section 151(g) of the Delaware General
Corporation Law, each shareholder entitled to vote at such meeting shall be
entitled to one vote for each share of stock standing in his name in the stock
ledger of the Corporation and may vote either in person or by proxy, but no
proxy shall be voted after three years from its date unless such proxy provides
for a longer period. Every proxy must be executed in writing by the shareholder
or by his duly authorized attorney and dated, but need not be sealed, witnessed,
or acknowledged.
At each meeting of the shareholders, if there shall be a quorum, the vote
of the holders of a majority of the shares of stock present in person or by
proxy, and entitled to vote thereat, shall decide all matters brought before
such meeting, except as otherwise provided by law, by the Certificate of
Incorporation, or by these Bylaws.
Upon demand of any shareholder entitled to vote at a meeting of the
shareholders or upon the direction of the presiding officer at such meeting, the
vote upon any matter brought before such meeting shall be by ballot; but
otherwise no such vote need be by ballot except as is provided in Article II,
Section 10, of these Bylaws.
Section 6. Presiding Officer and Secretary. At all meetings of the
shareholders, the Chairman of the Board of Directors, or in his absence the
President of the Corporation, or in his absence a Vice President, or if none be
present, the appointee of the meeting, shall preside. The Secretary of the
Corporation, or in his absence an Assistant Secretary, or if none be present,
the appointee of the presiding officer of the meeting, shall act as secretary
of the meeting.
Section 7. Inspectors of Election. At each meeting of the
shareholders at which any matter brought before the meeting is to be voted upon
by ballot, the presiding officer of such meeting may, and if so required by
Article II, Section 10, of the Bylaws shall, appoint two persons, who need not
be shareholders, to act as Inspectors of Election at such meeting. The
Inspectors so appointed, before entering on the discharge of their duties, shall
take and subscribe an oath or affirmation faithfully to execute the duties of
Inspectors at such meeting with strict impartiality and according to the best of
their ability; and thereupon the Inspectors shall take charge of the polls and
after the balloting shall canvass the votes and determine in accordance with
law, and make a certificate to the Corporation of, the results of the vote
taken. No director or candidate for the office of director shall be appointed
an Inspector.
Section 8. Nomination of Director Candidates and Other
Shareholder Proposals. Nominations of candidates for election to the Board of
Directors of the Corporation or any other matters to be considered at any
meeting of the shareholders called for election of directors or for the
consideration of any other matters (an "Election Meeting") may be made only by
or at the direction of the Board of Directors or by a shareholder entitled to
vote at such Election Meeting. All such nominations, or any other proposals,
except those made by or at the direction of the Board of Directors, shall be
made pursuant to timely notice in writing to the Secretary of the Corporation.
To be timely, any such notice must be received at the principal executive
offices of the Corporation not less than sixty days prior to the date of the
Election Meeting and must set forth (i) the name, age, business address and
residence address, and the principal occupation or employment of any nominee
proposed in such notice, (ii) the name and address of the shareholder giving the
notice as the same appears in the Corporation's stock ledger, (iii) the number
of shares of capital stock of the Corporation which are beneficially owned by
any such nominee and by such shareholder, (iv) such other information concerning
any such nominee as 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 (v) a description of any other matter proposed to be voted
upon at the Election Meeting. Such notice must also include a signed consent of
each such nominee to serve as a director of the Corporation, if elected.
If the presiding officer of an Election Meeting determines that a director
nomination, or any other proposal, was not made in accordance with the foregoing
procedures, such nomination or other proposal shall be void and shall be
disregarded for all purposes.
Section 9. List of Shareholders. At least ten days prior to every
election of directors, a complete list of the shareholders entitled to vote at
such election, arranged in alphabetical order and indicating the number of
voting shares held by each, shall be prepared and certified by the Secretary or
an Assistant Secretary. Such list shall be filed at the place where the
election is to be held and shall at all times during the usual hours for
business, and during the whole time of said election, be open to the examination
of any shareholder.
Section 10. Determination of Contested Elections. In the event that
there are more candidates for election to the Board of Directors at a meeting of
the shareholders than there are directors to be elected at such meeting (a
"Contested Election"), the vote for election of directors shall be by ballot,
and two Inspectors of Election for such meeting shall be appointed by the
presiding officer of such meeting.
The nominees for election to the Board of Directors in a Contested Election
who are certified by the Inspectors as having been elected shall be deemed to be
duly elected and qualified upon the expiration of three business days following
the date of such certification, provided that in the event any court proceedings
are commenced which challenge the results of such Contested Election, such
nominees shall not be deemed to be duly elected and qualified until all such
court proceedings, including appeals, shall have been finally concluded.
ARTICLE III
Directors
Section 1. Number/Terms of Office. Except as provided by law or by the
Certificate of Incorporation, or by these Bylaws, the powers, business,
property, and affairs of the Corporation shall be exercised and managed by a
Board of nine directors. The number of directors may be altered from time to
time by an amendment of these Bylaws as hereinafter provided, but no reduction
in the number of directors shall affect any director whose term of office shall
not have expired. No director need be a shareholder.
The directors shall be divided into three classes as follows:
Class I -- three members
Class II -- three members
Class III -- three members
The term of office of directors of Class I shall expire at the 1999 annual
meeting of shareholders; the term of office of directors of Class II shall
expire at the 1997 annual meeting of shareholders; and the term of office of
directors of Class III shall expire at the 1998 annual meeting of shareholders.
At each annual meeting of shareholders, directors of the class whose term then
expires shall be elected for a full term of three years to succeed the directors
of such class so that the term of office of the directors of one class shall
expire in each year, provided that nothing herein shall be construed to prevent
(a) the election of a director to succeed himself, (b) the election of a
director for the remainder of an unexpired term in the class of directors to
which he is elected, and (c) amendment of the Bylaws to increase or decrease the
number of directors.
Notwithstanding any other provision of these Bylaws, each director shall
continue in office until his successor shall have been duly elected and shall
qualify, or until his earlier resignation or removal in the manner provided in
these Bylaws, or death.
Section 2. Election of Directors/Vacancies. The members of each class
of directors shall be elected at the annual meeting of the shareholders at which
the term of office of such class expires, as provided herein. If for any reason
any annual election of directors shall not be held on the day designated by
these Bylaws, the directors shall cause such election to be held as soon
thereafter as conveniently may be.
Newly created directorships resulting from any increase in the authorized
number of directors and vacancies in the Board of Directors from death,
resignation, retirement, disqualification, removal from office, or other cause,
shall be filled by a majority vote of the directors then in office; and
directors so chosen shall hold office for a term expiring at the annual meeting
at which the term of the class to which they shall have been elected expires.
No decrease in the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director.
Subject to the rights of the holder of any series of Preferred Stock then
outstanding, (a) any director, or the entire Board of Directors, may be removed
at any time, but only for cause; and (b) the affirmative vote of the holders of
75 percent of the voting power of all of the stock of the Corporation entitled
to vote in the election of directors shall be required to remove a director from
office. The shareholders of the Corporation are expressly prohibited from
cumulating their votes in any election of directors of the Corporation.
Section 3. Resignations. Any director may resign from his office at
any time by delivering his resignation in writing to the Corporation; and the
acceptance of such resignation, unless required by the terms thereof, shall not
be necessary to make such resignation effective.
Section 4. Meetings. The Board of Directors may hold its meetings in
such place or places within or without the State of Delaware as the Board from
time to time by resolution may determine or as shall be specified in the
respective notices or waivers of notice thereof; and the directors may adopt
such rules and regulations for the conduct of their meetings and the management
of the Corporation, not inconsistent with these Bylaws, as they may deem
proper. An annual meeting of the Board for the election of officers shall
be held within three days following the day on which the annual meeting of
the shareholders for the election of directors shall have been held. The
Board of Directors, from time to time by resolution, may fix a time and
place (or varying times and places) for the annual and other regular
meetings of the Board provided that, unless a time and place is so fixed for
any annual meeting of the Board, the same shall be held immediately
following the annual meeting of the shareholders at the same place at which
such meeting shall have been held. No notice of the annual or other regular
meetings of the Board need be given. Other meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board or by
any two of the directors for the time being in office; and the Secretary
shall give notice of each such meeting to each director by mailing the same
not later than the third day before the meeting, or personally, or by
telegraphing, cabling, or telephoning, the same not later than two hours before
the meeting. No notice of a meeting need be given if all the directors are
present in person. Any business may be transacted at any meeting of the Board
of Directors, whether or not specified in a notice of the meeting.
Section 5. Quorum. A majority of the total number of directors
constituting the whole Board shall constitute a quorum for the transaction of
business. If there be less than a quorum at any meeting of the Board, a
majority of those present (or if only one be present, then that one) may adjourn
the meeting from time to time; and no further notice thereof need be given other
than announcement at the meeting which shall be so adjourned. The act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by law or by the Certificate of Incorporation or by these
Bylaws.
Section 6. Compensation of Directors. The Board of Directors shall
have the authority to fix the compensation of the directors. A director may
serve the Corporation in other capacities and receive compensation therefor.
Section 7. Indemnification of Directors and Officers.
(a) Each person who was or is a party or is threatened to be made a party
to or is involved in any action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (hereinafter a "proceeding"), by reason of the
fact that he, or a person of whom he is the legal representative, is or was a
director or officer of the Corporation or is or was serving at the request of
the Corporation as a director, officer, employee, or agent of another
corporation or of a partnership, joint venture, trust, or other enterprise,
including service with respect to employee benefit plans, shall be indemnified
and held harmless by the Corporation to the fullest extent permitted by the laws
of Delaware as the same now or may hereafter exist (but, in the case of any
change, only to the extent that such change permits the Corporation to provide
broader indemnification rights than said law permitted the Corporation to
provide prior to such change) against all costs, charges, expenses, liabilities,
and losses (including attorneys' fees, judgments, fines, ERISA excise taxes, or
penalties and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith and such indemnification shall
continue as to a person who has ceased to be a director, officer, employee, or
agent and shall inure to the benefit of his heirs, executors, and
administrators. The right to indemnification conferred in this Section shall be
a contract right and shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition upon receipt by the Corporation of an undertaking, by or on behalf
of such director or officer, to repay all amounts so advanced if it shall
ultimately be determined that the director or officer is not entitled to be
indemnified under this section or otherwise. The Corporation may, by action of
its Board of Directors, provide indemnification to employees and agents of the
Corporation with the same scope and effect as the foregoing indemnification of
directors and officers.
(b) If a claim under subsection (a) of this Section is not paid in full by
the Corporation within thirty days after a written claim has been received by
the Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall also be entitled to be paid the expense of
prosecuting such claim. It shall be a defense to any action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking
has been tendered to the Corporation) that the claimant has failed to meet a
standard of conduct which makes it permissible under Delaware law for the
Corporation to indemnify the claimant for the amount claimed, but the burden of
proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
shareholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is permissible in the circumstances
because he has met such standard of conduct, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or its
shareholders) that the claimant has not met such standard of conduct, nor the
termination of any proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall be a defense to the
action or create a presumption that the claimant has failed to meet the required
standard of conduct.
(c) The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this
Section shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the Certificate of
Incorporation, Bylaw, agreement, vote of shareholders or disinterested
directors, or otherwise.
(d) The Corporation may maintain insurance at its expense to protect
itself and any director, officer, employee, or agent of the Corporation or
another corporation, partnership, joint venture, trust, or other enterprise
against any expense, liability, or loss whether or not the Corporation would
have the power to indemnify such person against such expense, liability, or loss
under Delaware law.
(e) To the extent that any director, officer, employee, or agent of the
Corporation is by reason of such position, or a position with another entity at
the request of the Corporation, a witness in any proceeding, he shall be
indemnified against all costs and expenses actually and reasonably incurred by
him or on his behalf in connection therewith.
(f) The Corporation may enter into indemnity agreements with the persons
who are members of its Board of Directors from time to time, and with such
officers, employees, and agents as the Board may designate, indemnity agreements
providing in substance that the Corporation shall indemnify such persons to the
fullest extent permitted by the laws of Delaware.
(g) Any amendment, repeal, or modification of any provision of this
Section by the shareholders or the Directors of the Corporation shall not
adversely affect any right or protection of a director or officer of the
Corporation existing at the time of such amendment, repeal, or modification.
Section 8. Committees. The Board of Directors may, by resolution or
resolutions, passed by a majority of the whole Board, from time to time
designate an Executive Committee and such other committee or committees as it
may determine, each committee to be headed by a chairman who shall be a member
of the Board of Directors and elected by the Board of Directors. The committee
or committees shall exercise only such powers of the Board of Directors as are
specifically provided in said resolution or resolutions. The chairman of the
Executive Committee, if any, shall report to the Board at its meetings upon the
affairs of the Corporation.
ARTICLE IV
Officers and Agents
Section 1. General Provisions. The officers of the Corporation shall
be a President, a Treasurer, and a Secretary, and may include a Chairman of the
Executive Committee, one or more Vice Presidents, any of which may be an
Executive Vice President, one or more Assistant Treasurers, and one or more
Assistant Secretaries. The Chairman of the Board of Directors and the President
shall be chosen from among the directors. Any two offices, except those of
President and Vice President, may be held by the same person; but no officer
shall execute, acknowledge, or verify any instrument in more than one capacity
if such instrument is required by law or by these Bylaws to be executed,
acknowledged, or verified by any two or more officers. Each of such officers
shall serve until the annual meeting of the Board of Directors next succeeding
his appointment and until his successor shall have been chosen and shall have
qualified. The Board of Directors may appoint such other officers, agents, and
employees as it may deem necessary or proper, who shall respectively have such
authority and perform such duties as may from time to time be prescribed by the
Board of Directors. All officers, agents, and employees appointed by the Board
of Directors shall be subject to removal at any time by the affirmative vote of
a majority of the whole Board. Other agents and employees may be removed at any
time by the Board of Directors, by the officer appointing them, or by any other
superior officer upon whom such power of removal may be conferred by the Board
of Directors. The salaries of the officers of the Corporation shall be fixed by
the Board of Directors, but this power may be delegated to any officer.
Section 2. The Chairman of the Board of Directors. The Chairman of the
Board of Directors shall preside at all meetings of the shareholders and of the
Board of Directors of the Corporation. At each annual meeting of the
shareholders, he shall present a statement of the business of the Corporation
for the preceding year and a report of its financial condition.
Section 3. The President. The President shall be the Chief Executive
Officer of the Corporation. He shall have general and active supervision of its
business and affairs, and general charge of its property and employees,
subject, however, to the control of the Board of Directors. He shall see that
all resolutions and orders of the Board of Directors or of any committee thereof
are carried into effect. He shall have power in the name of the Corporation and
on its behalf to execute any and all deeds, mortgages, contracts, agreements,
and other instruments in writing, and shall have such other powers as may be
assigned to him by the Board of Directors. He shall have full power and
authority on behalf of the Corporation to execute any shareholder's consent and
to attend and vote in person or by proxy at any meeting of shareholders of any
corporation in which the Corporation may own stock, and at any such meeting
shall possess and may exercise any and all rights and powers incident to the
ownership of such stock and which, as the owner thereof, the Corporation might
have possessed and exercised if present.
Section 4. Vice Presidents. Each Vice President shall have such powers
and perform such duties as the Board of Directors, Chairman of the Board, or the
President may from time to time prescribe, and shall perform such other duties
as may be prescribed in these Bylaws. In the absence or inability to act of the
Chairman of the Board or the President, the Vice President next in order as
designated by the Board of Directors or, in the absence of such designation,
senior in length of service in such capacity, shall perform all the duties and
may exercise any of the powers of the President, subject to the control of the
Board of Directors. The performance of any duty by a Vice President shall be
conclusive evidence of his power to act.
Section 5. The Treasurer. The Treasurer shall have the care and
custody of all funds and securities of the Corporation which may come into his
hands and shall deposit the same to the credit of the Corporation in such bank
or banks or other depositary or depositaries as the Board of Directors may
designate. He may endorse all commercial documents requiring endorsements for
or on behalf of the Corporation and may sign all receipts and vouchers for
payments made to the Corporation. He shall render an account of his
transactions to the Board of Directors as often as they shall require the same
and shall at all reasonable times exhibit his books and accounts to any
director; shall cause to be entered regularly in books kept for that purpose
full and accurate account of all monies received and paid by him on account of
the Corporation; and shall have such further powers and duties as are incident
to the position of Treasurer, subject to the control of the Board of Directors.
He may be required by the Board of Directors to give a bond for the faithful
discharge of his duties in such sum and with such surety as the Board may
require.
Section 6. The Secretary. The Secretary shall keep the minutes of all
meetings of the Board of Directors and of the shareholders and shall attend to
the giving and serving of all notices of the Corporation. He shall have custody
of the seal of the Corporation and shall affix the seal to all certificates of
shares of stock of the Corporation and to such other papers or documents as may
be proper and, when the seal is so affixed, he shall attest the same by his
signature whenever required. He shall have charge of the stock certificate
book, transfer book, and stock ledger, and such other books and papers as the
Board of Directors may direct. He shall, in general, perform all the duties of
Secretary, subject to the control of the Board of Directors.
Section 7. Assistant Treasurers. In the absence or inability of the
Treasurer to act, any Assistant Treasurer may perform all the duties and
exercise all of the powers of the Treasurer, subject to the control of the Board
of Directors. The performance of any such duty shall be conclusive evidence of
his power to act. Any Assistant Secretary shall also perform such other duties
as the Secretary or the Board of Directors may from time to time assign to him.
Section 8. Assistant Secretaries. In the absence or inability of the
Secretary to act, any Assistant Secretary may perform all the duties and
exercise all the powers of the Secretary, subject to the control of the Board of
Directors. The performance of any such duty shall be conclusive evidence of his
power to act. Any Assistant Secretary shall also perform such other duties as
the Secretary or the Board of Directors may from time to time assign to him.
Section 9. Other Officers. Other officers shall perform such duties
and have such powers as may from time to time be assigned to them by the Board
of Directors.
Section 10. Delegation of Duties. In case of the absence of any
officer of the Corporation, or for any other reason that the Board may deem
sufficient, the Board may confer, for the time being, the powers or duties, or
any of them, of such officer upon any other officer, or upon any director.
ARTICLE V
Capital Stock
Section 1. Certificates for Shares. Certificates for shares of stock
of the Corporation certifying the number and class of shares owned shall be
issued to each shareholder in such form, not inconsistent with the Certificate
of Incorporation and these Bylaws, as shall be approved by the Board of
Directors. The certificates for the shares of each class shall be numbered and
registered in the order in which they are issued and shall be signed by the
Chairman of the Board of Directors or the President or a Vice President and by
the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer; and the seal of the Corporation shall be affixed thereto. However,
where any such certificate is signed by a transfer agent and by a registrar of
the Corporation, other than the Corporation itself or its employee, the
signature of either the transfer agent or the registrar and of any such
corporate officer or officers and the seal of the Corporation upon such
certificate may be facsimilies, engraved, or printed. All certificates
exchanged or returned to the Corporation shall be cancelled.
Section 2. Transfer of Shares of Stock. Transfers of shares shall be
made only upon the books of the Corporation by the holder, in person or by
attorney lawfully constituted in writing, and on the surrender of the
certificate or certificates for such shares properly assigned. The Board of
Directors shall have the power to make all such rules and regulations, not
inconsistent with the Certificate of Incorporation and these Bylaws, as they may
deem expedient concerning the issue, transfer, and registration of certificates
for shares of stock of the Corporation.
Section 3. Lost, Stolen, or Destroyed Certificates. The Board of
Directors, in their discretion, may require the owner of any certificate of
stock alleged to have been lost, stolen, or destroyed, or his legal
representatives, to give the Corporation a bond in such sum as they may direct,
to indemnify the Corporation against any claim that may be made against it on
account of the alleged loss, theft, or destruction of any such certificate, as a
condition of the issue of a new certificate of stock in the place of any
certificate theretofore issued alleged to have been lost, stolen, or destroyed.
Proper and legal evidence of such loss, theft, or destruction shall be procured
for the Board, if required. The Board of Directors in their discretion may
refuse to issue such new certificate, save upon the order of some court having
jurisdiction in such matters.
Section 4. Record Date. The Board of Directors may fix in advance a
date, not more than sixty days nor less than ten days preceding the date of any
meeting of the shareholders and not more than sixty days preceding the date for
the payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock shall go into
effect, as a record date for the determination of the shareholders entitled to
notice of, and to vote at, any such meeting and any adjournment thereof, or
entitled to receive payment of any such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any such change, conversion or
exchange of capital stock; and in such case such shareholders and only such
shareholders as shall be shareholders of record on the date so fixed shall be
entitled to such notice of, and to vote at, such meeting and any adjournment
thereof, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after any such record date
fixed as aforesaid.
Section 5. Maintenance and Inspection of Stock Ledger. The original
or a duplicate stock ledger containing a list of the shareholders shall be
maintained at the principal office or place of business of the Corporation and
shall upon written demand under oath stating the purpose thereof, be available
for inspection by any shareholder of record for any proper purpose in person or
by attorney or other agent during the usual hours of business. A proper purpose
shall mean a purpose reasonably related to such person's interest as a
shareholder. In every instance where an attorney or other agent shall be the
person who seeks the right to inspection, the demand under oath shall be
accompanied by a power of attorney or such other writing which authorizes the
attorney or other agent to so act on behalf of the shareholder. The demand
under oath shall be directed to the Corporation at its registered office in
Delaware or at its principal place of business.
Section 6. Record Ownership. The Corporation shall be entitled to
recognize the exclusive right of a person registered as such in the stock ledger
of the Corporation as the owner of shares of the Corporation's stock to receive
dividends and to vote as such owner and shall not be bound to recognize any
equitable or other claim to or interest in such shares on the part of any other
person, whether or not the Corporation shall have express or other notice
thereof, except as otherwise provided by law.
ARTICLE VI
Seal
The seal of the Corporation shall consist of a flat-faced, circular die
with the name of the Corporation, the year of its incorporation, and the words
"Corporate Seal" and "Delaware" inscribed thereon.
ARTICLE VII
Waiver
Whenever any notice whatever is required to be given by statute, or
under the provisions of the Certificate of Incorporation or Bylaws of this
Corporation, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
ARTICLE VIII
Checks, Notes, Drafts, Etc.
Checks, notes, drafts, acceptances, bills of exchange, and other orders
or obligations for the payment of money shall be signed by such officer or
officers or person or persons as the Board of Directors shall from time to time
determine.
ARTICLE IX
Amendments
These Bylaws may be amended or repealed and new Bylaws adopted by the
affirmative vote of a majority of the total number of directors (fixed by the
Bylaws as in effect immediately prior to such vote) or by the affirmative vote
of the holders of 75 percent of the voting power of the Corporation's stock
outstanding and entitled to vote thereon. Such Bylaws may contain any provision
for the regulation and management of the affairs of the Corporation and the
rights or powers of its shareholders, directors, officers, or employees not
inconsistent with the laws of the State of Delaware.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Thomas
Industries Inc.'s Form 10-Q and is qualified in its entirety by reference to
such Form 10-Q filing.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 1,245
<SECURITIES> 0
<RECEIVABLES> 69,667
<ALLOWANCES> 2,232
<INVENTORY> 73,641
<CURRENT-ASSETS> 157,701
<PP&E> 145,694
<DEPRECIATION> 69,347
<TOTAL-ASSETS> 306,119
<CURRENT-LIABILITIES> 83,180
<BONDS> 63,031
0
0
<COMMON> 11,498
<OTHER-SE> 131,792
<TOTAL-LIABILITY-AND-EQUITY> 306,119
<SALES> 123,524
<TOTAL-REVENUES> 123,524
<CGS> 88,405
<TOTAL-COSTS> 88,405
<OTHER-EXPENSES> 28,817
<LOSS-PROVISION> 168
<INTEREST-EXPENSE> 1,927
<INCOME-PRETAX> 4,207
<INCOME-TAX> 1,582
<INCOME-CONTINUING> 2,625
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,625
<EPS-PRIMARY> .25
<EPS-DILUTED> .25
</TABLE>
