-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, OOgzPoURCayedQs/AIMwrt3zkyoTDoEZg7NiN3oc9cAx6nS9n/kR/R+CIkRDEBNL w58I0xhJ1c7a+sQeY9g4uQ== 0000913355-95-000020.txt : 19950814 0000913355-95-000020.hdr.sgml : 19950814 ACCESSION NUMBER: 0000913355-95-000020 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950811 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: GIBSON C R CO INC CENTRAL INDEX KEY: 0000041365 STANDARD INDUSTRIAL CLASSIFICATION: BLANKBOOKS, LOOSELEAF BINDERS & BOOKBINDING & RELATED WORK [2780] IRS NUMBER: 060361615 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09814 FILM NUMBER: 95561441 BUSINESS ADDRESS: STREET 1: 32 KNIGHT ST CITY: NORWALK STATE: CT ZIP: 06856 BUSINESS PHONE: 2038474543 MAIL ADDRESS: STREET 1: 32 KNIGHT STREET CITY: NORWALK STATE: CT ZIP: 06856 FORMER COMPANY: FORMER CONFORMED NAME: GIBSON JOHN CO DATE OF NAME CHANGE: 19700522 10-Q 1 FORM 10-Q FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-4855 THE C. R. GIBSON COMPANY INCORPORATED IN THE STATE OF DELAWARE 06-0361615 32 Knight Street, Norwalk, Connecticut 06856 Telephone number - (203) 847-4543 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO - --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Common stock, $.10 par value: 7,289,451 shares as of July 31, 1995 PART I. FINANCIAL INFORMATION Item 1. Financial Statements. The C. R. Gibson Company Condensed Consolidated Statement of Income (unaudited) (in thousands of dollars except per share data) QUARTER ENDED SIX MONTHS JUNE 30, ENDED JUNE 30, ------------- -------------- 1995 1994 1995 1994 ------ -------- -------- ------- Net sales $ 16,590 $ 16,265 $ 35, 565 $ 33,076 Cost of goods sold 9,942 9,542 21,445 19,630 ------ -------- -------- ------- Gross profit 6,648 6,723 14,120 13,446 Selling, general and administrative 5,038 5,067 10,432 10,273 Interest expense, net 365 222 675 416 ------ -------- -------- ------- Income from continuing operations before income taxes 1,245 1,434 3,013 2,757 Provision for income taxes 477 537 1,154 1,029 ------ -------- -------- ------- Income from continuing operations 768 897 1,859 1,728 ------ -------- -------- ------- Discontinued operations Loss from operations of The Rytex Company (net of income tax benefits of $282 for the quarter ended June 30, 1994, and $240 and $671 for the six months ended June 30, 1995 and 1994, respectively) -- (535) (468) (1,260) Loss on disposal of The Rytex Company, including provision of $542 for operating losses during phase-out period (net of income tax benefits of $134 and $661 for the quarter and six months ended June 30, 1995) (259) -- (1,281) -- ------ -------- -------- ------- Loss from discontinued operations (259) (535) (1,749) (1,260) ------ -------- -------- ------- Net income $ 509 $ 362 $ 110 $ 468 ===== ===== ===== ===== Net income (loss) per common share: Continuing operations $ 0.11 $ 0.12 $ 0.26 $ 0.23 Discontinued operations $(0.04) $(0.07) $(0.24) $(0.17) --------- --------- --------- ---------- Net income per common share $ 0.07 $ 0.05 $ 0.02 $ 0.06 ========= ========= ========= ========== Weighted average shares outstanding 7,287,799 7,437,971 7,288,572 7,472,085 ========= ========= ========= ========= See accompanying Notes to Unaudited Condensed Consolidated Financial Statements. (2) The C. R. Gibson Company Condensed Consolidated Balance Sheet (thousands of dollars) June 30, Dec. 31, 1995 1994 --------- -------- (Unaudited) (*Note) ASSETS Current assets: Cash and cash equivalents $ 736 $ 1,000 Accounts receivable, less allowance for doubtful accounts ($323 and $288) 12,879 11,026 Inventories 19,683 18,988 Prepaid expenses and other current assets 2,250 3,269 -------- -------- Total current assets 35,548 34,283 -------- -------- Property, plant, and equipment - net 16,498 18,331 Other assets 3,495 6,469 -------- -------- Total assets $ 55,541 $ 59,083 ======== ======== LIABILITIES & SHAREHOLDERS' EQUITY Current liabilities: Short-term borrowings $ 6,550 $ 4,630 Accounts payable 2,499 5,307 Other liabilities 2,535 3,761 -------- -------- Total current liabilities 11,584 13,698 Long-term debt 13,018 13,302 Other long-term liabilities 1,327 1,360 -------- -------- Total liabilities 25,929 28,360 -------- -------- Shareholders' Equity: Common Stock, $.10 par value: Authorized - 15,000,000 shares Issued - 7,760,113 shares (7,775,216 - 1994) 776 776 Capital contributed in excess of par value 10,924 10,900 Retained earnings 22,044 22,232 Cumulative translation adjustment (583) (596) ESOP unearned compensation (1,150) (243) Treasury stock, at cost - 320,662 shares of Common Stock (313,023 shares in 1994) (2,399) (2,346) -------- -------- Total shareholders' equity 29,612 30,723 -------- -------- Total liabilities and shareholders' equity $ 55,541 $ 59,083 ======== ======== *NOTE: The balance sheet at December 31, 1994 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. See accompanying Notes to Unaudited Condensed Consolidated Financial Statements. (3) The C. R. Gibson Company Condensed Consolidated Statement of Cash Flows (unaudited) (thousands of dollars) Six Months Ended June 30, 1995 1994 ---- ---- Operating Activities: Net income $ 110 $ 468 Adjustments to reconcile net income to net cash used in operating activities: Depreciation 1,600 1,620 Amortization 562 1,046 (Increase) decrease in cash surrender value of life insurance (2) 534 Change in operating assets and liabilities: Accounts receivable (1,853) (2,708) Inventories (1,664) (1,431) Prepaid and other current assets 2,069 (270) Deferred promotion costs, net of charges of $513 and $3,223 (164) (516) Accounts payable and accrued expenses (3,825) 142 Other 13 (117) ------ ------ Net cash used in operating activities (3,154) (1,232) ------ ------ Investing Activities: Purchases of property, plant and equipment (1,067) (2,054) Other investing activities 1,405 (1,023) Loan to ESOP (1,050) -- ------ ------ Net cash used in investing activities (712) (3,077) ------ ------ Financing Activities: Repurchase of treasury stock (53) (813) Proceeds from the sale of The Rytex Company 2,055 -- Proceeds from lines of credit 1,920 1,000 Net proceeds from debt issuance -- 4,987 Proceeds from repayment of ESOP Loan 143 142 Principal payments on line of credit, long-term debt, and capital lease obligations (197) (271) Dividends paid (595) (597) Other 329 9 ------ ------ Net cash provided by financing activities 3,602 4,457 ------ ------ (Decrease) increase in cash and cash equivalents (264) 148 Cash and cash equivalents at beginning of period 1,000 794 ------ ------ Cash and cash equivalents at end of period $ 736 $ 942 ===== ====== See accompanying Notes to Unaudited Condensed Consolidated Financial Statements. (4) The C. R. Gibson Company Notes to Unaudited Condensed Consolidated Financial Statements June 30, 1995 NOTE A -- BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended June 30, 1995 are not necessarily indicative of the results that may be expected for the year ending December 31, 1995. For further information, refer to the financial statements and footnotes thereto incorporated into the Company's Annual Report on Form 10-K for the year ended December 31,1994. NOTE B -- INVENTORIES The components of inventory are as follows (in thousands): June 30, December 31, 1995 1994 -------- ------------ Raw materials $ 5,513 $ 5,914 Work in process 3,530 3,657 Finished goods 10,640 9,417 -------- -------- $ 19,683 $ 18,988 ======== ======== NOTE C -- NET INCOME (LOSS) PER COMMON SHARE Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during each period. There were 150,000 shares purchased by the Employee Stock Ownership Plan in January 1995, currently held in suspense, which are not considered outstanding and therefore not included in the computation of net income (loss) per common share in 1995. NOTE D -- SALE OF THE RYTEX COMPANY On May 15, 1995, The C. R. Gibson Company sold substantially all of the assets and business of its subsidiary, The Rytex Company ("Rytex"). The sale to a wholly-owned subsidiary of The American Stationery Company, Inc. was for a purchase price of approximately $3,100,000 in cash and notes. (5) The sale of Rytex resulted in a net loss of $739,000. The remaining assets of Rytex at June 30, 1995 consist of cash and accounts receivable, net of a reserve, and the remaining liabilities consist of a note payable, pension accrual and a reserve for remaining expenses associated with the sale. The consolidated statements of income of the Company have been restated for all prior periods to report the net results of Rytex as a loss from discontinued operations. For the six months ended June 30, 1995, Rytex reported net sales of $3,092,000 compared to prior year's level of $4,539,000. Net sales for the quarter ended June 30, 1995 decreased to $574,000 from $1,777,000 for the same quarter last year. The following previously reported and unaudited restated 1994 operating results of the Company are as follows (dollars in thousands, except per share data): Previously Reported Restated ---------- -------- Net sales $78,208 $67,331 ====== ====== Gross profit $31,259 $26,579 ====== ====== Net loss $ (382) $ -- ====== ====== Net loss per common share $ (0.05) $ -- ====== ====== Income from continuing operations $ -- $ 3,204 ====== ====== Income from continuing operations per share $ -- $ 0.43 ====== ====== (6) Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS On May 15, 1995, the Company sold substantially all of the assets and business of its Rytex subsidiary. The sale was for a purchase price of approximately $3,100,000 in cash and notes. The consolidated statements of income have been restated for all prior periods to report the net results of Rytex as a loss from discontinued operations. Net sales from continuing operations for the quarter ended June 30, 1995 increased by 2.0% to $16,590,000 from $16,265,000 for the same quarter last year. For the six-month period ended June 30, 1995, sales increased 7.5% to $35,565,000 compared to the prior year's level of $33,076,000. Sales of the Company's Christmas Gift Wrap and Paper Tableware products are significantly ahead of last year and the Mass Market Infant Gift product sales remain strong. Income from continuing operations for the six months ended June 30, 1995 was $1,859,000 compared to $1,728,000 for the same period last year, an increase of 7.6%. Income from continuing operations for the second quarter totaled $768,000, a decrease from the 1994 amount of $897,000 for the same period. This decrease is principally due to higher interest expense associated with increased borrowing levels and higher rates as well as increased paper costs. Net income for the six months ended June 30, 1995 was $110,000 compared to $468,000 for the same period last year. For the quarter ended June 30, 1995, net income was $509,000 compared to $362,000 for the quarter ended June 30, 1994. The decrease in year to date earnings is due to the loss from discontinued operations of $1,749,000 in 1995 versus $1,260,000 in 1994 while the increase in the quarterly earnings in 1995 versus 1994 is also due to the loss from discontinued operations, $259,000 in 1995 versus $535,000 in 1994. Gross profit as a percent of sales for the quarter and six months ended June 30, 1995 has declined from 1994 levels. This is principally due to higher costs associated with raw material purchases as well as lower margins in 1995 associated with the Company's Canadian subsidiary. Selling, general and administrative expenses year to date amounted to $10,432,000 as compared with $10,273,000 for the corresponding period in 1994. The increase is generally associated with the increased sales volume. For the quarter ended June 30, 1995, selling, general and administrative expenses decreased slightly to $5,038,000 from $5,067,000 for the comparable quarter of 1994. (7) Interest expense, net for the six-month period increased to $675,000 in 1995 from $416,00 in 1994. Interest for the second quarter of 1995 amounted to $365,000 as compared with $222,000 for the comparable quarter of 1994. This increase is principally due to higher borrowing levels as well as increased interest rates. The effective tax rate from continuing operations was 38.3% for the six months ended June 30, 1995 compared to 37.3% for the prior year period. For the quarter ended June 30, 1995, the effective tax rate from continuing operations was 38.3% compared to 37.4% for the second quarter of 1994. The ratio of current assets to current liabilities was 3.1 to 1 at the end of the second quarter of 1995, compared to 2.5 to 1 at December 31, 1994. Working capital amounted to $25,014,000 at June 30, 1995, compared to $20,585,000 at December 31, 1994. This increase is principally due to the effect that the sale of Rytex had on current assets and current liabilities at June 30, 1995. The decrease in accounts payable and other liabilities from December 31, 1994 to June 30, 1995 is principally due to Rytex. Rytex had $2,085,000 in accounts payable and $792,000 in other liabilities at December 31, 1994 versus $0 at June 30, 1995. The decrease in other assets is principally due to the amortization of $1,965,000 of other assets at Rytex in 1995 during both the operating and phase-out periods and the sale of $700,000 of other assets on May 15, 1995. In January 1995, the Employee Stock Ownership Plan purchased 150,000 shares of the Company's common stock at a cost of $1,050,000. Other than the sale of Rytex, there were no other significant changes in capitalization of the Company during the quarter ended June 30, 1995, nor has the Company entered into any significant financial arrangement not reflected in the financial statements. The Company expects that available cash and existing lines of credit will be sufficient to meet its normal operating requirements. (8) PART II Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) The 1995 Annual Meeting of Shareholders was held on May 9, 1995. (b) No response required in accordance with Instruction 3 to Item 4. (c) The following matters were voted upon at the meeting and the numbers of votes cast for, against, abstained or withheld, and broker non-votes are as follows: Election of the following individuals to the Board of Directors: FOR WITHHELD BROKER NONVOTES --- -------- --------------- Robert G. Bowman 7,065,284 31,706 280,059 Joanna Bradshaw 7,049,588 47,402 280,059 Richard E. Cheney 7,063,094 33,896 280,059 Rudolph Eberstadt, Jr. 7,063,094 33,896 280,059 Robert Garrett 7,065,488 31,502 280,059 James M. Harrison 7,055,777 41,213 280,059 Barbara M. Henagan 7,034,253 62,737 280,059 Willard J. Overlock 7,062,267 34,723 280,059 Frank A. Rosenberry 5,767,097 1,329,893 280,059 John G. Russell 7,053,177 43,813 280,059 Robert J. Simon 6,967,250 129,740 280,059 Appointment of Ernst & Young LLP as independent auditors for the year 1995: 7,003,225 for, 53,745 against, 40,020 abstained, and 280,059 broker non- votes. (d) Not applicable. (9) PART II Item 6. (a) EXHIBITS EXHIBIT NO. DESCRIPTION 10 Form of Indemnification Agreement dated as of July 14, 1995 entered into between The C. R. Gibson Company and each of its directors 27 Financial Data Schedule (b) REPORTS ON FORM 8-K The registrant filed no reports of Form 8-K during the second quarter of 1995. 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. THE C. R. GIBSON COMPANY (registrant) By: /S/ FRANK A. ROSENBERRY Frank A. Rosenberry President and Chief Executive Officer By: /S/ JOHN S. CONLON John S. Conlon Controller (Chief Accounting Officer) August 11, 1995 (10) EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 10 Form of Indemnification Agreement dated as of July 14, 1995 entered into between The C. R. Gibson Company and each of its directors 27 Financial Data Schedule EX-10 2 FORM OF INDEMNIFICATION AGREEMENT Exhibit 10 THE C. R. GIBSON COMPANY Form of Indemnification Agreement INDEMNIFICATION AGREEMENT dated as of July 14, 1995, between THE C. R. GIBSON COMPANY, a Delaware corporation (the "COMPANY"), and [NAME OF DIRECTOR] (the "INDEMNITEE"). Section 145 of the Delaware General Corporation Law empowers corporations to indemnify persons serving as a director, officer, employee or agent of such corporation or persons who serve at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, and Section 145(f) of such law further specifies that the indemnification set forth in said Section shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise. The Company desires to have the Indemnitee serve or continue to serve as an officer and/or director of the Company free from undue concern for unpredictable, inappropriate or unreasonable claims for damages by reason of the Indemnitee's being an officer and/or director of the Company or by reason of the Indemnitee's decisions or actions on its behalf; and the Indemnitee desires to serve, or to continue to serve, in such capacity. Accordingly, in consideration of the Indemnitee's serving or continuing to serve as an officer and/or director of the Company, the parties agree as follows: 1. INDEMNIFICATION. (a) The Company shall indemnify, defend and hold harmless the Indemnitee against all expenses, losses, claims, damages and liabilities, including, without limitation, attorneys' fees, judgments, fines and amounts paid in settlement (all such expenses, collectively, "COSTS"), actually and reasonably incurred by the Indemnitee in connection with the investigation, defense or appeal of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to which the Indemnitee is a party or threatened to be made a party (all such actions, collectively, "PROCEEDINGS") (i) by reason of the fact that the Indemnitee is or was a director, officer, employee or agent of the Company or of any other corporation, partnership, joint venture, trust or other enterprise (collectively, "AFFILIATES") of which the Indemnitee has been or is serving at the request of, for the convenience of or to represent the interest of the Company or (ii) by reason of anything done or not done by the Indemnitee in any such capacity referred to in the foregoing clause (i). Notwithstanding the foregoing, "Costs" shall not include any amounts for which the Indemnitee is actually 2 indemnified pursuant to any directors and officers liability insurance or otherwise than pursuant to this Agreement. 2. CULPABLE ACTION. (a) Notwithstanding the provisions of Section 1., the Indemnitee shall not be entitled to indemnification if the Indemnitee failed to act in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, the Indemnitee had no reasonable cause to believe the Indemnitee's conduct was unlawful (any such action, a "CULPABLE ACTION"). (b) The existence or occurrence of a Culpable Action shall be conclusively determined by (i) a non-appealable, final decision of the court having jurisdiction over the applicable Proceeding or (ii) a non- appealable, final decision of the Court of Chancery of the State of Delaware (or if such a decision is appealable, by the court in such State which has jurisdiction to render a non-appealable, final decision). Such determination shall be final and binding upon the parties hereto. (c) If a Proceeding involves more than one claim, issue or matter, the determination as to whether there exists or has occurred a Culpable Action shall be severable as to each and every claim, issue and matter. (d) The termination of any Proceeding by judgment, order, settlement or conviction, or upon a plea of NOLO CONTENDRE or its equivalent does not change the presumption of Section 2. that the Indemnitee is entitled to indemnification hereunder and does not create a presumption that there exists a Culpable Action. 3. PAYMENT OF COSTS. The Costs incurred by the Indemnitee in connection with any Proceeding, including any Proceeding brought pursuant to Section 2.(b), shall be paid by the Company on an "as incurred" basis; PROVIDED, HOWEVER, that if it shall ultimately be determined that there exists or has occurred a Culpable Action with respect to such Proceeding, the Indemnitee shall repay to the Company the amount (or the appropriate portion thereof as contemplated by Section 2.(d)) so advanced, including the costs of obtaining a determination pursuant to Section 2.(b). 4. NOTICE TO THE COMPANY BY THE INDEMNITEE; DEFENSE OF PROCEEDING; SETTLEMENT. (a) The Indemnitee shall give to the Company notice in writing as soon as practicable of any Proceeding for which indemnity will or could be sought under this Agreement; PROVIDED, HOWEVER, that the failure by the Indemnitee to give notice as 3 provided herein shall not relieve the Company of its obligations hereunder except to the extent that the Company is actually prejudiced by such failure to give notice; PROVIDED, FURTHER, that the failure by the Indemnitee to give notice as provided herein shall not relieve the Company from any liability it might have to the Indemnitee otherwise than under this Agreement. (b) With respect to any Proceeding as to which the Indemnitee has given notice pursuant to Section 4.(a) hereof, the Company shall have the right to participate therein and to assume the defense thereof; PROVIDED, that the Company shall not be entitled to assume the defense of any Proceeding (i) brought by or on behalf of the Company or (ii) as to which independent counsel for the Company shall have concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such Proceeding. (c) The Company shall not be liable to the Indemnitee pursuant to this Agreement for any amounts paid in settlement of any Proceeding unless the Company gives its written approval of such settlement. The Company shall not settle any proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee's written consent. Neither the Company nor the Indemnitee shall unreasonably withhold approval of, or consent to, any proposed settlement. 5, SEVERABILITY. If any provision of this Agreement shall be determined to be illegal and unenforceable by any court of law, the remaining provisions shall be severable and enforceable in accordance with their terms. 6. NO RIGHT TO EMPLOYMENT OR DIRECTORSHIP. This Agreement shall not entitle the Indemnitee to any right or claim to be retained as an employee, officer and/or director of the Company or limit the right of the Company to terminate the employment, officership and/or directorship of the Indemnitee or to change the terms of such employment, officership and/or directorship. 7. OTHER RIGHTS AND REMEDIES. This Agreement shall not be deemed exclusive as to any other non-contractual rights to indemnification to which the Indemnitee may be entitled under any provision of law, the Certificate of Incorporation of the Company, any By-law of the Company or otherwise. 8. COUNTERPARTS. This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. 4 9. DESCRIPTIVE HEADINGS. Descriptive headings are for convenience only and shall not control or affect the meaning or construction or any provision of this Agreement. 10. MODIFICATION. This Agreement shall not be altered or otherwise amended except pursuant to an instrument in writing signed by each of the parties. 11. NOTICES. All notices, requests, consents and other communications hereunder to either party shall be deemed to be sufficient if contained in a written instrument delivered in person or by facsimile transmission with electronic confirmation of receipt or if sent by air courier or first class registered or certified mail, postage prepaid, addressed to such party at the address set forth below or such other address as may hereafter be designated in writing by notice given pursuant to this Section 11.: (i) if to the Company, to The C. R. Gibson Company 32 Knight Street Norwalk, Connecticut 06856 Attention: President and Chief Executive Officer (ii) if to the Indemnitee, to: [ADDRESS FOR DIRECTOR] 12. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. 13. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnitee and his spouse, heirs, executors and administrators. 5 IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed as of the date first above written. THE C. R. GIBSON COMPANY By____________________________ Title: ___________________________ [NAME OF DIRECTOR] EX-27 3
5 This schedule contains summary financial information extracted from the condensed consolidated balance sheet of The C.R. Gibson Company as of June 30, 1995 and 1994 and its condensed consolidated statement of income for the six months then ended and is qualified in its entirety by reference to such financial statements. 1,000 6-MOS 6-MOS DEC-31-1995 DEC-31-1994 JUN-30-1995 JUN-30-1994 736 888 0 0 13,202 12,707 323 266 19,683 17,169 35,548 36,313 36,664 33,056 20,166 17,570 55,541 55,630 11,584 9,053 13,018 13,295 29,612 32,054 0 0 0 0 0 0 55,541 55,630 35,565 33,076 35,565 33,076 21,445 19,630 21,445 19,630 10,432 10,273 0 0 675 416 3,013 2,757 1,154 1,029 1,859 1,728 (1,749) (1,260) 0 0 0 0 110 468 0.02 0.06 0.02 0.06
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