-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R0twrRd7v/RHXuplabo/TvrJGSGAwztvL+rcrWv2/dgVG6Mm1rkQxPRdCjykakCY 8GkwjDTFEpQBXxT0vLQXcA== 0000950117-96-000443.txt : 19960515 0000950117-96-000443.hdr.sgml : 19960515 ACCESSION NUMBER: 0000950117-96-000443 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960514 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNION CAMP CORP CENTRAL INDEX KEY: 0000100783 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 135652423 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-04001 FILM NUMBER: 96563209 BUSINESS ADDRESS: STREET 1: 1600 VALLEY RD CITY: WAYNE STATE: NJ ZIP: 07470 BUSINESS PHONE: 2016282000 MAIL ADDRESS: STREET 1: 1600 VALLEY ROAD CITY: WAYNE STATE: NJ ZIP: 07470 FORMER COMPANY: FORMER CONFORMED NAME: UNION BAG CAMP PAPER CORP DATE OF NAME CHANGE: 19660921 10-Q 1 UNION CAMP CORPORATION 10-Q 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 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________________ to _________________________ Commission file Number 1-4001 UNION CAMP CORPORATION - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) VIRGINIA 13-5652423 - -------------------------------------------------------------------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 1600 VALLEY ROAD, WAYNE, NEW JERSEY 07470 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (201) 628-2000 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. YES X NO ----------- ------------- 69,141,424 shares of Registrant's Common Stock, Par Value $1 Per Share, were outstanding as of the close of business on April 30, 1996. UNION CAMP CORPORATION INDEX
Page ---- Part I. FINANCIAL INFORMATION* Item 1. Financial Statements. 2 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 6 Part II. OTHER INFORMATION Item 2. Changes in Securities. 8 Item 4. Submission of Matters to a Vote of Security-Holders. 8 Item 6. Exhibits and Reports on Form 8-K. 9
-------------------------- *A summary of the Registrant's significant accounting policies is contained in the Registrant's Form 10-K for the year ended December 31, 1995 which has previously been filed with the Commission. PART I. FINANCIAL INFORMATION Item I. Financial Statements. UNION CAMP CORPORATION AND CONSOLIDATED SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME ($ in thousands, except per share)
THREE MONTHS ENDED MARCH 31, --------------------------------- 1996 1995 ---- ---- Net Sales $ 978,255 $ 1,021,146 Costs and other charges: Cost of products sold 678,707 662,829 Selling and administrative expenses 103,499 90,634 Depreciation and cost of timber harvested 68,450 66,364 ---------- ------------ Income from operations 127,599 201,319 ---------- ------------ Gross interest expense 28,232 32,935 Less capitalized interest (860) (5,078) Other (income) expense -net 3,478 1,015 ---------- ------------ Income before income taxes and minority interest 96,749 172,447 ---------- ------------ Income taxes: Current 22,449 44,401 Deferred 13,349 20,340 ---------- ------------ Total income taxes 35,798 64,741 ---------- ------------ Minority interest (net of tax) (2,448) (2,699) Net Income $ 58,503 $ 105,007 ========== ============ Earnings per share: $ 0.85 $ 1.50 Dividends per share $ 0.45 $ 0.39 Earnings per share are computed on the basis of the average number of common shares outstanding: 1996: 69,108,949 1995: 70,036,504
See also the accompanying notes to consolidated financial statements. -2- UNION CAMP CORPORATION AND CONSOLIDATED SUBSIDIARIES CONSOLIDATED BALANCE SHEET ($ in thousands)
MARCH 31, DECEMBER 31, 1996 1995 ------------- ------------- ASSETS Cash and cash equivalents $ 28,844 $ 30,332 Receivables-net 497,771 489,967 Inventories at lower of cost or market: Finished goods 236,057 242,732 Raw materials 109,106 109,181 Supplies 115,813 116,804 ---------- ---------- Total inventories 460,976 468,717 ---------- ---------- Assets held for resale 1,323 1,289 Other 36,167 43,512 ---------- ---------- Total current assets 1,025,081 1,033,817 ---------- ---------- Plant and equipment, at cost 6,359,985 6,304,113 Less: accumulated depreciation 2,981,986 2,918,963 ---------- ---------- 3,377,999 3,385,150 Timberlands, less cost of timber harvested 345,360 274,935 ---------- ---------- Total property 3,723,359 3,660,085 ---------- ---------- Other assets 178,785 144,441 ---------- ---------- Total Assets $4,927,225 $4,838,343 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities $ 616,482 $ 574,113 Long-term debt 1,195,623 1,197,536 Deferred income taxes 724,169 709,850 Other liabilities and minority interest 242,099 235,152 Stockholders' equity (Shares outstanding (1996: 69,128,053; 1995: 69,078,078) 2,148,852 2,121,692 ---------- ---------- Total Liabilities and Stockholders' Equity $4,927,225 $4,838,343 ========== ==========
See also the accompanying notes to consolidated financial statements. -3- UNION CAMP CORPORATION AND CONSOLIDATED SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS ($ IN THOUSANDS)
THREE MONTHS ENDED MARCH 31, ------------------------- 1996 1995 ---- ---- Cash Provided By (Used For) Operations: Net income $ 58,503 $105,007 Adjustments to reconcile net income to cash provided by operations: Depreciation, amortization, and cost of company timber harvested 72,875 70,443 Deferred income taxes 13,349 20,340 Other 7,887 2,725 Changes in operational assets and liabilities: Receivables (6,769) (65,964) Inventories 8,146 (12,709) Other assets 4,389 (1,380) Accounts payable, taxes and other liabilities (17,766) 11,594 ---------- ---------- Cash Provided By Operations 140,614 130,056 ---------- ---------- Cash (Used For) Provided By Investment Activities: Capital expenditures: Plant and equipment (53,155) (56,924) Timberlands (74,043) (4,766) Payments for acquired businesses (31,850) -- Proceeds from sale of businesses -- 11,083 Other (13,410) (9,786) ---------- ---------- (172,458) (60,393) ---------- ---------- Cash (Used For) Provided By Financing Activities: Change in short-term notes payable 82,230 (3,771) Repayments of long-term debt (20,845) (15,460) Dividends paid (31,103) (27,320) ---------- ---------- 30,282 (46,551) ---------- ---------- Effect of exchange rate changes on cash 74 179 ---------- ---------- Increase (decrease) in cash and cash equivalents (1,488) 23,291 Balance at beginning of year 30,332 13,256 ---------- ---------- Balance at end of period $ 28,844 $ 36,547 ========== ========== Supplemental cash flow information: Cash paid during the period for: Interest (net of amount capitalized) $ 33,847 $ 34,666 Income taxes $ 7,147 $ 14,550
See also the accompanying notes to consolidated financial statements. -4- UNION CAMP CORPORATION AND CONSOLIDATED SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. The information furnished in this report is unaudited but includes all adjustments which, in the opinion of management, are necessary for a fair presentation of results for the interim periods reported. The adjustments made were of a normal recurring nature. Note 2. "Other Assets" increased by more than $34 million from year-end 1995, primarily due to a $22.5 million investment to acquire a 50% interest in a corrugated container plant in Turkey. Note 3. Included in "Current Liabilities" are $124 million and $44 million of commercial paper borrowings at March 31, 1996 and year-end 1995, respectively. Note 4. Included in "Other Liabilities and Minority Interest" for March 31, 1996 and year-end 1995 are $71.5 million and $69.3 million, respectively, representing the minority interest in Union Camp's 68% owned subsidiary, Bush Boake Allen. Note 5. Certain amounts have been reclassified for 1995 to conform with the 1996 presentation. -5- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Net income for the first quarter of 1996 was $58.5 million or $.85 per share, compared to $105.0 million or $1.50 per share for the first quarter of last year. The significant earnings decrease reflects the continued unfavorable pricing climate in both the domestic and export paper products markets. During the first quarter, these markets continued to be negatively effected by a sluggish economy and a slowing of demand due to customers adjusting their inventory levels downward, which reduced average selling prices from the record levels achieved in mid 1995. Operating income for the quarter was $127.6 million, a 37% decrease from the $201.3 million reported for last year's first quarter. Net sales for the first quarter were $978 million, 4% below the previous year's comparable quarter. Total paper product shipments for the quarter were approximately 854,000 tons, a 6% decline from last year's first quarter. Lower selling prices for the company's paper and packaging products and a decline in shipments of linerboard and corrugated containers were the primary contributors to the decrease. Operating income for the paper and paperboard segment was $104.7 million, a 37% decrease from the $165.8 million reported for the first quarter of last year. Lower average selling prices and marginally higher manufacturing costs per ton at the company's paper mills were the primary reasons for this earnings decline. Both the domestic and foreign paper products markets experienced a decline towards the end of last year, due to a sluggish economy and customers working down inventories built earlier in 1995. This trend continued into the first quarter of this year, which negatively effected average selling prices for both domestic and export linerboard and uncoated business papers. For the quarter, average prices for the company's linerboard and uncoated business papers were down 11% and 6%, respectively, compared to last year's first quarter. As a result of the slowness in the market, the company took approximately 55,000 tons of market-related linerboard downtime during the first quarter. Packaging segment operating income was $12.6 million for the first quarter of 1996, compared to $21 million for last year's comparable quarter. The domestic corrugated container operations were the primary contributors to the lower level of earnings for the segment. Higher raw material costs and an 8% decline in shipments from the first quarter of last year more than offset a 5% increase in average selling prices. First quarter earnings from the company's overseas container operations decreased substantially over last year's comparable quarter. Earnings for the flexible packaging operations improved 21% over the first quarter of last year, primarily attributable to overall cost reductions and higher average selling prices. 6 The company's non-paper businesses reported a 31% decrease in operating income, compared to last year's first quarter. The wood products operations were the primary contributors to this decline, reporting operating income of $5.4 million, 65% below the first quarter oflast year, reflecting a downward trend in selling prices, in addition to higher wood costs for the quarter. Operating income for the chemical segment was $17.2 million for the quarter, compared to $17.6 million for last year's first quarter. Despite continued strong results for the Bush Boake Allen flavor and fragrance operations, higher manufacturing costs at the company's tall- oil-based chemical business slightly offset these gains. Depreciation expense increased 2% in the first quarter of 1996 from last year's comparable period, primarily attributable to the start up of the recovery boiler at the Savannah mill at the end of the first quarter of last year. Cash flow from operations for the first quarter of 1996 was $140.6 million, compared to $130.1 million for last year's comparable period. The increase was primarily due to a decrease in working capital, partially offset by lower earnings for the first quarter of this year. Capital expenditures for the first quarter totaled $127.2 million, compared to $61.7 million last year. This increase is attributable to a large timberland acquisition in early 1996. Total debt increased $61 million during the first quarter of 1996, primarily attributable to increased commercial paper borrowings. The ratio of long-term debt to total capital was 29.4% at March 31, 1996, compared to 29.7% at year-end 1995. Net working capital was $408.6 million at March 31, 1996, compared to $459.7 million at year-end 1995. The decrease in working capital was primarily attributable to an increase in short-term commercial paper borrowings at the end of the first quarter. In April 1996, the company entered into a definitive agreement to acquire the outstanding shares of The Alling & Cory Company (Alling & Cory) a paper distribution business, for a combination of company common stock and cash totaling approximately $89 million. Alling & Cory had net sales of $764 million in 1995. The acquisition is subject to approval by Alling & Cory stockholders and is expected to close mid-year 1996. 7 Part II. OTHER INFORMATION Item 2. Changes in Securities. A Shareholder Rights Plan became effective on February 26, 1996 which replaced, with certain modifications, the Company's prior shareholder rights plan which was adopted in 1986 and expired on February 26, 1996. Each share of Company Common Stock has one Right annexed to it. The Rights are described in and the Shareholder Rights Plan is an exhibit to a Registration Statement on Form 8-A which was filed with the Securities and Exchange Commission on February 22, 1996. Item 4. Submission of Matters to a Vote of Security-Holders. The Company's annual meeting of its stockholders was held on April 30, 1996. At the annual meeting the Company's stockholders voted on four proposals: (1) the election of three nominees to serve as directors for three year terms; (2) the ratification of the appointment of Price Waterhouse as independent accountants for the year 1996; (3) a stockholder proposal to endorse the CERES Principles; and (4) a stockholder proposal to establish a timetable to eliminate organochlorines. The voting of the Company's stockholders as to these matters was as follows: 1. Election of Directors.
Votes Nominees Votes For Withheld -------- --------- -------- George D. Busbee 60,252,830 1,192,233 Raymond E. Cartledge 60,089,341 1,355,722 Gary E. MacDougal 60,333,942 1,111,121
2. Ratification of Appointment of Accountants.
Votes Votes For Against Abstentions --------- ------- ----------- 61,293,746 55,668 95,649
-8- 3. Stockholder Proposal to Endorse the CERES Principles.
Votes Broker Votes For Against Abstentions Non-Votes 3,331,534 51,015,987 3,669,845 3,427,697
4. Stockholder Proposal to Establish a Timetable to Eliminate Organochlorines.
Votes Broker Votes For Against Abstentions Non-Votes --------- ------- ----------- --------- 1,844,558 51,747,882 4,424,926 3,427,697
Item 6. Exhibits and Reports on Form 8-K. a) Exhibits.
No. Description --- ----------- 3.2 Bylaws of Union Camp Corporation, as amended April 30, 1996. 11 Statement re computation of per share earnings. 27 Financial data schedule.
b) Reports on Form 8-K. No Current Report on Form 8-K was filed by the Registrant during the first quarter of 1996. -9- 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. UNION CAMP CORPORATION ---------------------------------- (Registrant) Date: May 14, 1996 /S/ Dirk R. Soutendijk ------------ ---------------------- DIRK R. SOUTENDIJK VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY Date: May 14, 1996 /S/ Robert E. Moore ------------ ------------------- ROBERT E. MOORE VICE PRESIDENT AND COMPTROLLER (Chief Accounting Officer) -10- EXHIBIT INDEX
SEQUENTIALLY NUMBERED NO. DESCRIPTION PAGE 3.2 Bylaws of Union Camp Corporation, 13 as amended April 30, 1996 11 Statement re computation of per 34 share earnings 27 Financial data schedule 35
EX-3 2 EXHIBIT 3.2 - -------------------------------------------------------------------------------- BY-LAWS UNION CAMP CORPORATION (AS AMENDED APRIL 30, 1996) - -------------------------------------------------------------------------------- BY-LAWS OF UNION CAMP CORPORATION (AS AMENDED APRIL 30, 1996) --------------------------- ARTICLE I Stock SECTION 1. Form and Execution of Certificates. The certificates of shares of stock of the Corporation shall be in such form not inconsistent with the Articles of Incorporation as shall be approved by the Board of Directors. Certificates of stock shall be signed by the Chairman of the Board, the President or by a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, except that where any such certificates shall be countersigned by a transfer agent or by a registrar, other than the Corporation, the signatures of any of the officers above specified may be facsimiles, engraved or printed. In case any officer who has signed or whose facsimile signature has been placed upon such 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 issue. SECTION 2. Regulations. The Board of Directors may make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates of stock and concerning certificates of stock issued, transferred or registered in lieu or replacement of any lost, stolen, destroyed or mutilated certificates of stock. 1 SECTION 3. Transfer Agent and Registrar. The Board of Directors may appoint a transfer agent or transfer agents and a registrar or registrars of transfer for any or all classes of the capital stock of the Corporation, and may require stock certificates of any or all classes to bear the signature of either or both. SECTION 4. Closing of Transfer Books, Fixing of Record Date. The Board of Directors may fix in advance a date, not exceeding 70 days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the determination of stockholders for any other proper purpose, as a record date for the determination of the stockholders exclusively entitled to notice of and to vote at any such meeting, or any adjournment thereof, or entitled to receive payment of any such dividend, or for any other proper purpose. SECTION 5. Restrictions on Transfer. The Board of Directors may impose restrictions on transfer of securities of the Corporation pursuant to the Rights Agreement, dated as of January 25, 1996, by and between the Corporation and The Bank of New York, as and to the extent required by such Rights Agreement, as amended from time to time. SECTION 6. Control Share Acquisitions. Article 14.1 of the Virginia Stock Corporation Act shall not apply to acquisitions of the Corporation. 2 ARTICLE II Stockholders SECTION 1. Annual Meeting. The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such time, and at such place, either within or without the State of Virginia, as may be designated in the notice thereof, on the last Tuesday in April of each year if not a legal holiday, but if a legal holiday, then on the next succeeding business day. At the annual meeting of stockholders, only such business shall be conducted as shall have been properly brought before the meeting (a) by or at the direction of the Board of Directors or (b) by any stockholder of the Corporation who shall be entitled to vote at such meeting and who complies with the procedures set forth in this Section 1. In addition to any other applicable requirements, for business, including the nomination of one or more persons for election as Directors, to be properly brought before the annual meeting by a stockholder, such stockholder must have given timely advance written notice thereof to the Secretary of the Corporation. The Secretary shall deliver timely received notices to the Board of Directors or a committee designated by the Board for review. To be timely, a stockholder's notice must be received by the Secretary at the principal executive offices of the Corporation not less than sixty days in advance of the day established in accordance with this Section as the day of the annual meeting of stockholders. In calculating days in advance of the 3 annual meeting, the day of such annual meeting shall not be included so that stockholders shall begin counting with the day immediately preceding the day of the annual meeting which, for purposes of such calculation, shall be one day in advance of the annual meeting. A stockholder's notice to the Secretary shall set forth as to each matter of business the stockholder proposes to bring before the annual meeting: (a) a description of the business intended to be brought before the annual meeting, including the text of any resolution to be presented, and the reasons for conducting such business at the annual meeting; (b) the name and address of the stockholder proposing such business; (c) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at the annual meeting and intends to appear in person or by proxy at the meeting to bring the business specified in the notice before the meeting; (d) the class and number of shares of stock of the Corporation owned (i) of record and (ii) beneficially by the stockholder; and (e) any material interest of the stockholder in the business to be brought before the meeting. A stockholder's notice of intent to make a nomination of one or more persons for election as Directors at the annual meeting of stockholders shall, in addition to the information required above, set forth as to each such person: (a) the name, age and business and residence addresses of the person; (b) the principal occupation or employment of the person; (c) the class and number of shares of stock of the Corporation owned (i) of record and (ii) beneficially by the person; (d) a description of all arrangements or understandings between the stockholder and the person and any other person or persons (naming such other person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (e) such other information regarding the person as would be required to be included in a proxy statement filed pursuant to 4 the proxy rules of the Securities and Exchange Commission, had the person been nominated by the Board of Directors; and (f) the written consent of the person to serve as a Director of the Corporation if so elected. The Corporation may require any stockholder proposing to nominate one or more persons for election as Directors to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of each such person to serve as a Director of the Corporation. In the event a stockholder attempts to bring business before the annual meeting without complying with the provisions of this Section 1, the presiding officer of the meeting shall determine and declare to the meeting that the business was not properly brought before the meeting, and such business shall not be transacted. SECTION 2. Special Meeting. Special meetings of the stockholders for any purpose or purposes may be held at any time and at any place, within or without the State of Virginia, designated in the call thereof, whenever called by the Board of Directors, the Chairman of the Board, the President, or as otherwise provided by law. SECTION 3. Notice. Written notice of every annual or special meeting of the stockholders, stating the place, day and hour and purpose or purposes thereof, shall be given to each stockholder of record entitled to vote thereat, either personally or by mailing the notice to him at his address as it appears on the stock transfer books of the Corporation. Where such notice of a stockholders' meeting includes as a purpose thereof action with respect to an amendment of the Articles of Incorporation or a reduction of stated capital or a plan of merger or consolidation, such notice shall be given in the manner hereinabove provided, but at least 25 and not more than 50 days before the date of any such meeting and any such notice shall be 5 accompanied by a copy of the proposed amendment or plan of reduction or merger or consolidation. SECTION 4. Quorum. A quorum at any meeting of the stockholders shall consist of a majority of the stock of the Corporation entitled to vote, present in person or by proxy, unless otherwise required by law or the Articles of Incorporation. If at the time and place of the meeting there is present less than a quorum, a majority of the stock present in person or by proxy and entitled to vote, shall have power to adjourn the meeting from time to time without notice until a quorum is secured, and thereupon any business may be transacted which might have been transacted at the meeting as originally called. SECTION 5. Organization. All meetings of the stockholders shall be presided over by the Chairman of the Board, or in his absence, by the President, or in his absence, by the Chairman of the Executive Committee. In case none of such officers of the Corporation shall be present, a chairman shall be elected by the vote of a majority of the stock present in person or by proxy entitled to vote. The Secretary of the Corporation or an Assistant Secretary shall act as secretary of every such meeting when present, and in the absence of either, the presiding officer may appoint any other officer of the Corporation to act as Secretary. SECTION 6. Inspectors. At any annual or special meeting of stockholders, inspectors of election may be appointed by the presiding officer of the meeting for the purpose of opening and closing the polls, receiving and taking charge of proxies, and receiving and counting the ballots or the votes of stockholders otherwise given and shall in writing certify to the returns. No candidate for election as director shall be appointed or act as inspector. 6 ARTICLE III Directors SECTION 1. Number, Vacancy. The property, business and affairs of the Corporation shall be managed by a Board of 11 directors. Except as otherwise provided by law or in these By-laws or in the Articles of Incorporation, the directors shall be elected by the stockholders at each annual meeting of stockholders and shall serve until the next succeeding annual meeting and until their successors shall have been elected. In the event of any vacancy in the directors resulting from death, resignation, disqualification, an increase by thirty percent (30%) or less in the number of directors last elected by the stockholders, or other cause, the remaining directors, although less than a quorum, by an affirmative vote of a majority thereof, may fill such vacancy. SECTION 2. Regular Meeting. Regular meetings of the Board of Directors shall be held, either within or without the State of Virginia, as shall from time to time be determined by the Board of Directors. After there has been such determination and notice thereof has been given to each member of the Board of Directors, no further notice shall be required for any such regular meeting. The annual meeting of the Board of Directors may be held, without notice, on the same day as and after the annual meeting of the stockholders. SECTION 3. Special Meeting. Special meetings of the Board of Directors shall be held, either within or without the State of Virginia, upon the order of the Board, or the call of the Chairman of the Board, the President, or three directors. The Secretary, or other officer performing his duties, shall give notice to each director of the time and place of each meeting, by 7 mailing the same at least two days before the meeting or by telegraphing or telephoning the same prior to the meeting. SECTION 4. Quorum. A majority of the number of directors fixed by these By-laws shall constitute a quorum for the transaction of business except as otherwise provided by law or the Articles of Incorporation or these By-laws, but a majority of those present at the time and place of any meeting, although less than a quorum, may adjourn from time to time without notice, until a quorum is secured. SECTION 5. Compensation. The Board of Directors shall have the authority to fix the compensation of the directors and of members of the Executive Committee and of other committees of the Board. SECTION 6. Indemnification of Officers, Directors and Employees. (a) Each director and officer of the Corporation shall be indemnified by the Corporation against all costs and expenses reasonably incurred by or imposed upon him in connection with or resulting from any action, suit or proceeding to which he may be made a party by reason of his being or having been a director or officer of the Corporation (whether or not he continues to be a director or officer at the time of incurring such cost or expense), except in relation to matters as to which a recovery shall be had against him by reason of his having been finally adjudged in such action, suit or proceeding to have been derelict in the performance of his duty as such director or officer. The foregoing qualification shall not, however, prevent a settlement by the Corporation prior to final adjudication when such settlement appears to be in the interest of the Corporation. The right of indemnification herein provided shall not be 8 exclusive of other rights to which any director or officer may be entitled as a matter of law. (Adopted by the stockholders of the Corporation March 3, 1942.) (b) As used in the following subsections of this Section 6: "Applicant" means the person seeking indemnification pursuant to this Section. "Expenses" includes counsel fees. "Liability" means the obligation to pay a judgment, settlement, penalty, fine, including any excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding. "Official capacity" means, (i) when used with respect to a director, the office of director in the Corporation; or (ii) when used with respect to an individual other than a director, the office in the Corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the Corporation. "Official capacity" does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise. "Party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding. "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal. 9 (c) The Corporation shall indemnify any person who was or is a party to any proceeding by reason of the fact that he is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, partner, officer or employee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability incurred by him in connection with such proceeding if (i) he believed, in the case of conduct in his official capacity, that his conduct was in the best interests of the Corporation, and in all other cases that his conduct was at least not opposed to its best interests, and, in the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful, (ii) in connection with a proceeding by or in the right of the Corporation, he was not adjudged liable to the Corporation, and (iii) in connection with any proceeding charging improper benefit to him, whether or not involving action in his official capacity, he was not adjudged liable on the basis that personal benefit was improperly received by him. A person is considered to be serving an employee benefit plan at the corporation's request if his duties to the corporation also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan. A person's conduct with respect to an employee benefit plan for a purpose he believed to be in the interests of the participants and beneficiaries of the plan is conduct that satisfies the requirements of this subsection. (d) The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the applicant did not meet the standard of conduct described in subsection (c) of this Section. 10 (e) To the extent that the applicant has been successful on the merits or otherwise in defense of any proceeding referred to in subsection (c) of this Section, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses actually and reasonably incurred by him in connection therewith. (f) Any indemnification under subsection (c) of this Section (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the applicant is proper in the circumstances because he has met the applicable standard of conduct set forth in subsection (c). The determination shall be made: (i) By the Board of Directors by a majority vote of a quorum consisting of directors not at the time parties to the proceeding; (ii) If a quorum cannot be obtained under paragraph (i) of this subsection, by majority vote of a committee duly designated by the Board of Directors (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding; (iii) By special legal counsel: (A) Selected by the Board of Directors or its committee in the manner prescribed in paragraph (i) or (ii) of this subsection; or (B) If a quorum of the Board of Directors cannot be obtained under paragraph (i) of this subsection and a committee cannot be designated under paragraph (ii) of this subsection, selected by majority vote of the full Board of Directors, in which selection directors who are parties may participate; or 11 (iv) By the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination. Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under paragraph (iii) of this subsection to select counsel. (g) (i) The Corporation may pay for or reimburse the reasonable expenses incurred by any applicant who is a party to a proceeding in advance of final disposition of the proceeding if: (A) The applicant furnishes the Corporation a written statement of his good faith belief that he has met the standard of conduct described in subsection (c); (B) The applicant furnishes the Corporation a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct; and (C) A determination is made that the facts then known to those making the determination would not preclude indemnification under this Section. (ii) The undertaking required by subparagraph (B) of paragraph (i) of this subsection shall be an unlimited general obligation of the applicant but need not be secured and may be accepted without reference to financial ability to make repayment. (iii) Determinations and authorizations of payments under this subsection shall be made in the manner specified in subsection (f). 12 (h) The Board of Directors is hereby empowered, by majority vote of a quorum of disinterested directors, to cause the Corporation to indemnify or contract in advance to indemnify any person not specified in subsection (c) of this Section who was or is a party to any proceeding, by reason of the fact that he is or was an agent of the Corporation, or is or was serving at the request of the Corporation as an agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, to the same extent as if such person were specified as one to whom indemnification is granted in subsection (c). The provisions of subsections (d) through (g) of this Section shall be applicable to any indemnification provided hereafter pursuant to this subsection (h). (i) The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Section and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against or incurred by him in any such capacity or arising from his status as such, whether or not the Corporation would have power to indemnify him against such liability under the provisions of this Section. (j) The Board of Directors is hereby empowered to cause the Corporation to contract in advance to indemnify any person specified in subsection (c) of this Section provided that such contract does not permit indemnification if the proposed indemnitee failed to meet the standard of conduct set forth in subsection (c). 13 (k) Every reference herein to directors, officers, employees or agents shall include former directors, officers, employees and agents and their respective heirs, executors and administrators. The indemnification hereby provided and provided hereafter pursuant to the power hereby conferred on the Board of Directors shall not be exclusive of any other rights to which any person may be entitled, including any right under policies of insurance that may be purchased and maintained by the Corporation or others, with respect to claims, issues or matters in relation to which the Corporation would not have the power to indemnify such person under the provisions of this Section. (l) For the purposes of this Section, references to the "Corporation" include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer or employee of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity. (m) If any part of this Section 6 shall be found, in any claim, action, suit or proceeding, to be invalid or ineffective, the validity and the effect of the remaining parts shall not be affected. SECTION 7. Executive Committee. The Board of Directors may, by a resolution adopted by a majority of the number of directors fixed by these By-laws, appoint an Executive Committee to consist of two or more directors as determined by the Board. A majority of the 14 members appointed shall constitute a quorum. Such Committee shall have the power of the Board of Directors in the management of the property, business and affairs of the Corporation, except the power to declare dividends, or to approve an amendment of the Articles of Incorporation or of these By-laws or to approve a plan of merger or consolidation. Such Committee shall keep regular minutes of its proceedings and shall report to the Board and be subject to its directions. The Board may fill vacancies therein in the same manner as original appointments to such Committee. Meetings of the Executive Committee shall be held, either within or without the State of Virginia, upon the order of the Committee or the call of the Chairman of the Executive Committee, or two or more members of the Committee. The Secretary, or other officer performing his duties, shall give notice to each Executive Committee member of the time and place of each Executive Committee meeting, by mailing the same at least two days before the meeting or by telegraphing or telephoning the same prior to the meeting. SECTION 8. Other Committees. From time to time the Board of Directors by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present may appoint any other committee or committees of directors for any purpose or purposes, to the extent lawful, which shall have such powers as shall be determined and specified by the Board of Directors in the resolution of appointment. Meetings of any such committees shall be held either within or without the State of Virginia, upon the order of such committee, or the call of the Chairman, such committee, or two or more members of such committee. The Secretary, or other officer performing his duties, shall give notice to each member of such 15 committee of the time and place of each meeting of such committee, by mailing the same at least two days before the meeting or by telegraphing or telephoning the same prior to the meeting. SECTION 9. Action Without a Meeting. Unless otherwise restricted by law or the Articles of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent, setting forth the action so to be taken, shall be signed by all of the directors or all of the members of the committee, as the case may be. Action taken under this Section is effective when the last director signs the consent unless the consent specifies a different effective date, in which event the action taken is effective as of the date specified therein provided the consent states the date of execution by each director. SECTION l0. Termination of Committee Membership. In the event any person shall cease to be a director of the Corporation, such person shall simultaneously therewith cease to be a member of any committee. ARTICLE IV Officers SECTION 1. Officers. The officers of the Corporation shall be the Chairman of the Board, the Vice Chairman of the Board, President, Chairman of the Executive Committee, one or more Senior Executive Vice Presidents, Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, Secretary, Treasurer, General Counsel, Comptroller, Assistant Secretaries, Assistant Treasurers, and Assistant Comptrollers, and such other officers and agents as may be required by law, or as may be deemed useful. The Chairman of the Board, the Vice Chairman of the Board, 16 the President and the Chairman of the Executive Committee shall each be a member of the Board of Directors. Any person may hold at the same time any two of the offices above named, except the offices of President and Secretary. SECTION 2. Election of Officers; Term of Office. All officers and agents shall be elected annually by the Board of Directors at each annual meeting of the Board. If the Board of Directors shall fail to fill any designated office at an annual meeting or if any vacancy shall occur, or if any office shall be newly created, such office may be filled at any meeting of the Board of Directors. Each officer shall hold office until his successor is duly elected, or until his earlier death, resignation or removal, provided that the terms of office of all officers shall terminate at any annual meeting of the Board of Directors at which the President is elected. The Board of Directors shall have the power to remove any officer, with or without cause, at any time. ARTICLE V Powers and Duties of Officers SECTION l. Chairman of the Board. The Chairman of the Board shall be the chief executive officer of the Corporation and shall have general supervision over the business of the Corporation. He shall preside at all meetings of the stockholders and the Board of Directors. SECTION 2. Chairman of the Executive Committee. The Chairman of the Executive Committee shall be the presiding officer of the Executive Committee and shall have such other powers and duties as may be assigned to him by the Board of Directors. 17 SECTION 3. President. The President shall be the chief operating officer of the Corporation and shall have such other powers and duties as may from time to time be assigned to him by the Board of Directors or the Chairman of the Board. SECTION 4. Other officers. All officers other than those expressly referred to in this Article V shall have such powers and duties as usually pertain to their respective offices, in addition to the powers and duties conferred by law or by other sections of these By-laws, and such other duties and powers as may be assigned to them by the Board of Directors, the Chairman of the Board or the President. 18 ARTICLE VI Fiscal Year SECTION 1. Fiscal Year. The fiscal year of the Corporation shall end on December 31 of each year. ARTICLE VII Checks, Notes, Drafts, Contracts, Etc. SECTION 1. Checks, Notes, Drafts, Etc. All checks, notes, drafts or other orders for the payment of money of the Corporation shall be signed, endorsed or accepted in the name of the Corporation by such officer or person as may be designated from time to time either by the Board of Directors or by an officer authorized by the Board of Directors to make such designation. SECTION 2. Execution of Contracts, Deeds, Etc. The Board of Directors may authorize any officer or agent in the name and on behalf of the Corporation to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances. ARTICLE VIII Seal SECTION 1. Form. The Corporate Seal of the Corporation shall be the Seal impressed on the margin hereof. 19 ARTICLE IX Waiver of Notice SECTION 1. Waiver of Notice. Any stockholder, director or officer may waive any notice required to be given in accordance with law, these By-laws or the Articles of Incorporation by attendance in person or by a writing signed by the person or persons entitled to said notice or by his proxy, whether before or after the time or event referred to in said notice, which waiver shall be deemed equivalent to such notice. ARTICLE X Amendment to By-laws SECTION 1. By the Directors. Except as otherwise provided by law, the Board of Directors shall have the power to make, amend and repeal the By-laws of the Corporation. SECTION 2. By the Stockholders. By-laws made by the Board of Directors may be repealed or changed, and new By-laws made, by the stockholders and the stockholders may prescribe that any By-laws made by them shall not be altered, amended or repealed by the directors. Any such action shall be taken at any annual or special meeting of stockholders, provided that the notice of such meeting shall have included such action among the purposes of the meeting. 20 EX-11 3 EXHIBIT 11 EXHIBIT 11 COMPUTATION OF PER SHARE EARNINGS
Three Months Ended March 31, ------------------------------------ 1996 1995 ---- ---- Net Income ($000) $58,503 $105,007 Weighted Average Common Shares Outstanding 69,108,949 70,036,504 Earnings Per Share $0.85 $1.50 Weighted Average Common Shares Outstanding Including Common Stock Equivalents - Primary Basis 69,507,429 70,577,131 Primary Earnings Per Share $0.84 $1.49 Weighted Average Common Shares Outstanding Including Common Stock Equivalents - Fully Diluted Basis 69,542,427 70,696,067 Fully Diluted Earnings Per Share $0.84 $1.49
EX-27 4 EXHIBIT 27
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED STATEMENT OF INCOME FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND THE CONSOLIDATED BALANCE SHEET AT MARCH 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS DEC-31-1996 MAR-31-1996 28844 0 515083 17312 460976 1025081 6705345 2981986 4927225 616482 1195623 69128 0 0 2079724 4927225 978255 978255 678707 850656 3478 0 28232 96749 35798 58503 0 0 0 58503 .85 .84 Reflects adjustment for minority interest (net of tax) of $2,448.
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