-----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, WxHbOA1EMMTgpDwJnX95owFngpEVL3GzW/X5v86x5RZlyvKLSyuU8DLJraqhoLua GTPSxkyqm1MXwIjSQP+myw== 0000062418-97-000004.txt : 19970702 0000062418-97-000004.hdr.sgml : 19970702 ACCESSION NUMBER: 0000062418-97-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19970531 FILED AS OF DATE: 19970701 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARK IV INDUSTRIES INC CENTRAL INDEX KEY: 0000062418 STANDARD INDUSTRIAL CLASSIFICATION: GASKETS, PACKAGING AND SEALING DEVICES & RUBBER & PLASTIC HOSE [3050] IRS NUMBER: 231733979 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-08862 FILM NUMBER: 97633993 BUSINESS ADDRESS: STREET 1: 501 JOHN JAMES AUDUBON PKWY STREET 2: P O BOX 810 CITY: AMHERST STATE: NY ZIP: 14226 BUSINESS PHONE: 7166894972 FORMER COMPANY: FORMER CONFORMED NAME: MARK FOUR HOMES INC DATE OF NAME CHANGE: 19770921 10-Q 1 FIRST QUARTER REPORT UNITED STATES 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 May 31, 1997. 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 1-8862 - ----------------------------------------------------------------------------- MARK IV INDUSTRIES, INC. - ----------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 23-1733979 - ----------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 501 John James Audubon Parkway, P.O. Box 810, Amherst, New York 14226-0810 - ----------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (716) 689-4972 - --------------------------------------------------------------------------- (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 (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 --- Number of shares outstanding of each class of the Registrant's common stock, as of the latest practicable date: Class Outstanding at June 26, 1997 ----- ---------------------------- Common stock $.01 par value 63,801,751 2 MARK IV INDUSTRIES, INC. INDEX Part I. Financial Information Page No. - ------------------------------ -------- Consolidated Condensed Balance Sheets as of May 31, 1997 and February 28, 1997 3 Consolidated Statements of Income and Retained Earnings For the Three Month Periods Ended May 31, 1997 and 1996 4 Consolidated Statements of Cash Flows For the Three Month Periods Ended May 31, 1997 and 1996 5 Notes to Consolidated Financial Statements 6 Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Part II. Other Information 12 - --------------------------- Signature Page 13 Exhibit Index 14 3 MARK IV INDUSTRIES, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (Dollars in thousands) May 31, February 28, 1997 1997 ASSETS (Unaudited) ----------- ------------ Current Assets: Cash $ 1,300 $ 1,300 Accounts receivable 452,400 390,100 Inventories 363,600 377,600 Other current assets 81,700 76,500 ---------- ---------- Total current assets 899,000 845,500 Pension and other non-current assets 213,700 214,000 Property, plant and equipment, net 565,900 553,300 Cost in excess of net assets acquired 360,400 361,800 ---------- ---------- TOTAL ASSETS $2,039,000 $1,974,600 ========== ========== LIABILITIES & STOCKHOLDERS' EQUITY Current Liabilities: Notes payable and current maturities of debt $ 95,600 $ 89,300 Accounts payable 194,600 188,400 Compensation related liabilities 77,300 89,300 Accrued interest 10,700 20,400 Other current liabilities 90,500 93,500 ---------- ---------- Total current liabilities 468,700 480,900 ---------- ---------- Long-Term Debt: Senior debt 121,300 22,000 Subordinated debentures 506,600 506,500 ---------- ---------- Total long-term debt 627,900 528,500 ---------- ---------- Other non-current liabilities 217,100 206,800 ---------- ---------- Stockholders' Equity: Preferred stock - - Common stock 600 700 Additional paid-in capital 635,800 696,500 Retained earnings 106,900 79,300 Foreign currency translation adjustment (18,000) (18,100) ---------- ---------- Total stockholders' equity 725,300 758,400 ---------- ---------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $2,039,000 $1,974,600 ========== ========== The accompanying notes are an integral part of these financial statements. 4 MARK IV INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (UNAUDITED) For the Three Month Periods Ended May 31, 1997, and 1996 (Amounts in thousands, except per share data) 1997 1996 ---- ---- (As Restated) Net sales from continuing operations $560,100 $540,900 -------- -------- Operating costs: Cost of products sold 376,800 365,100 Selling and administration 89,400 88,400 Research and development 11,800 10,800 Depreciation and amortization 18,500 16,900 -------- -------- Total operating costs 496,500 481,200 -------- -------- Operating income 63,600 59,700 Interest expense (14,300) (14,900) -------- -------- Income before provision for taxes 49,300 44,800 Provision for income taxes 19,200 17,500 -------- -------- Income from continuing operations 30,100 27,300 Income from discontinued operations - 1,200 -------- -------- Net income 30,100 28,500 Retained earnings - beginning of the period 79,300 109,700 Cash dividends of $.04 and $.033 per share (2,500) (2,200) -------- -------- Retained earnings - end of the period $106,900 $136,000 ======== ======== Net income per share of common stock: Primary: Income from continuing operations $ .46 $ .41 Income from discontinued operations - .02 -------- -------- Net income $ .46 $ .43 Fully Diluted: ======== ======== Income from continuing operations $ .46 $ .41 Income from discontinued operations - .02 -------- -------- Net income $ .46 $ .43 ======== ======== Weighted average number of shares outstanding: Primary 65,500 66,300 ======== ======== Fully-diluted 66,000 66,700 ======== ======== The accompanying notes are an integral part of these financial statements. 5 MARK IV INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Three Month Periods Ended May 31, 1997 and 1996 (Dollars in thousands) 1997 1996 ---- ---- (As Restated) Cash flows from operating activities: Income from continuing operations $ 30,100 $ 27,300 Items not affecting cash: Depreciation and amortization 18,500 16,900 Pension and compensation related items (4,600) (3,400) Deferred income taxes 8,300 6,600 Income from discontinued operations, before non-cash charges - 3,900 Changes in assets and liabilities, net of effects of acquired and divested businesses: Accounts receivable (67,400) (40,400) Inventories 1,500 1,500 Other assets (20,000) (11,800) Accounts payable 8,400 (23,600) Other liabilities (21,400) (11,900) Net assets of discontinued operations - 200 -------- -------- Net cash used in operating activities (46,600) (34,700) -------- -------- Cash flows from investing activities: Acquisitions and investments - (78,000) Divestitures and asset sales 35,500 - Purchase of plant and equipment, net Continuing operations (31,100) (17,800) Discontinued operations - (1,100) -------- -------- Net cash provided from (used in) investing activities 4,400 (96,900) -------- -------- Cash flows from financing activities: Credit agreement borrowings, net 100,000 121,800 Other changes in long-term debt, net (600) (11,700) Changes in short-term bank borrowings 6,400 23,900 Common stock transactions (61,100) - Cash dividends paid (2,500) (2,200) -------- -------- Net cash provided by financing activities 42,200 131,800 -------- -------- Net increase in cash - 200 Cash and cash equivalents: Beginning of the period 1,300 900 -------- -------- End of the period 1,300 1,100 ======== ======== The accompanying notes are an integral part of these financial statements. 6 MARK IV INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Financial Statements The unaudited consolidated financial statements include the accounts of the Company and all of its subsidiaries. All significant intercompany transactions have been eliminated. The unaudited consolidated financial statements have been prepared in conformity with generally accepted accounting principles, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of such financial statements, and the reported amounts of revenues and expenses during the reporting periods. It should be recognized that the actual results could differ from those estimates. In the opinion of the Company's management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the financial position of the Company at May 31, 1997, and the results of its operations and its cash flows for the periods ended May 31, 1997 and 1996. Such results are not necessarily indicative of the results to be expected for the full year. 2. Discontinued Operations During the latter half of fiscal 1997, the Company substantially completed a divestiture program aimed at selling its non-core operations. The results of operations for the three month period ended May 31, 1996 have been restated to reflect the divested businesses as discontinued operations. 3. Accounts Receivable and Inventories Accounts receivable are presented net of allowances for doubtful accounts of $14.2 million and $14.7 million at May 31, 1997 and February 28, 1997, respectively. Inventories consist of the following components (dollars in thousands): May 31, February 28, 1997 1997 -------- ----------- Raw materials $ 90,400 $ 87,200 Work-in-process 58,200 68,700 Finished goods 215,000 221,700 -------- --------- Total $363,600 $ 377,600 ======== ========= 7 MARK IV INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Since physical inventories taken during the year do not necessarily coincide with the end of a quarter, management has estimated the composition of inventories with respect to raw materials, work-in- process and finished goods. It is management's opinion that this estimate represents a reasonable approximation of the inventory breakdown as of May 31, 1997. The amounts at February 28, 1997 are based upon the audited balance sheet at that date. 4. Property, Plant and Equipment Property, plant and equipment are stated at cost and consist of the following components (dollars in thousands): May 31, February 28, 1997 1997 -------- ----------- Land and land improvements $ 25,000 $ 25,000 Buildings 147,700 146,800 Machinery and equipment 545,200 529,800 -------- -------- Total property, plant and equipment 717,900 701,600 Less accumulated depreciation 152,000 148,300 -------- -------- Property, plant and equipment, net $565,900 $553,300 ======== ======== 5. Long-term debt Long-term debt consists of the following (dollars in thousands): May 31, February 28, 1997 1997 ------- ------------ Senior Debt: Credit Agreement $ 100,000 $ - Other borrowing arrangements 25,500 27,400 ---------- ---------- Total 125,500 27,400 Less Current maturities (4,200) (5,400) ---------- ---------- Net senior debt 121,300 22,000 ---------- ---------- Subordinated Debt: 7-3/4% Senior Subordinated Notes 248,600 248,500 8-3/4% Senior Subordinated Notes 258,000 258,000 ---------- ---------- Total subordinated debt 506,600 506,500 ---------- ---------- Total long-term debt 627,900 528,500 Total stockholders' equity 725,300 758,400 ---------- ---------- Total capitalization $1,353,200 $1,286,900 ========== ========== Long-term debt as a percentage of total capitalization 46.4% 41.1% ========== ========== 8 MARK IV INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 6. Cash Flow For purposes of cash flows, the Company considers overnight investments as cash equivalents. The Company made cash interest payments of approximately $24.1 million and $17.2 million in the three month periods ended May 31, 1997 and 1996, respectively. The Company also made cash income tax payments of approximately $6.5 million and $3.0 million in the three month periods ended May 31, 1997 and 1996, respectively. 7. Common Stock Repurchase In March 1997, the Company announced its intention to acquire up to 7.3 million shares of its Common Stock outstanding. It is expected that such shares would be purchased in the open-market, or through privately negotiated transactions, at prices which the Company considers to be attractive. Through May 31, 1997, the Company acquired approximately 2.6 million of such shares, at an average cost of $23.69 per share, or a total cost of approximately $61.2 million. 9 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources - ------------------------------- Cash provided by earnings (net income from continuing operations before non- cash items) was approximately $52.3 million for the three month period ended May 31, 1997, an increase of $1.0 million (2%) over the three month period ended May 31, 1996. As of May 31, 1997, the Company had a working capital investment of $430.3 million, which reflects an increase of $65.7 million (18%) over the amount invested as of February 28, 1997. The increase is primarily the result of seasonal increases required for the Company's Industrial consumer hose and Automotive after-market business sectors, and temporary increases required to facilitate the restructuring efforts announced in October 1996. Management is focusing its efforts at reducing the working capital requirements over the balance of the fiscal year. Capital expenditures for the three month period ended May 31, 1997 were approximately $31.5 million, which exceeded depreciation and amortization expense of $18.5 million for the same period, and reflects an increase in expenditures of approximately $13.3 million over the three month period ended May 31, 1996. The increased level of expenditures relates primarily to the new facilities and equipment required to support new products and markets, and increased business opportunities in Europe and South America, as well as the Company's restructuring efforts. Management anticipates that the Company's capital expenditure requirements will exceed its annual depreciation and amortization charges in fiscal 1998, due in part to capital required to effect the Company's restructuring efforts. In March 1997, the Company announced its intention to acquire up to 7.3 million shares of its Common Stock outstanding. It is expected that such shares would be purchased in the open-market, or through privately negotiated transactions, at prices which the Company considers to be attractive. Through May 31, 1997, the Company acquired approximately 2.6 million of such shares, at an average cost of $23.69 per share, or a total cost of approximately $61.2 million. In March 1997 the Company sold its Data Systems and LFE Industrial Systems businesses for total proceeds of approximately $35 million. Such proceeds were used initially to reduce borrowings outstanding under the Company's Credit Agreement. The Company has borrowing availability under its primary credit agreements of approximately $400 million and additional availability under its various domestic and foreign demand lines of credit of approximately $150 million as of May 31, 1997. Long-term debt at May 31, 1997 was $627.9 million, an increase of approximately $99.4 million over the $528.5 million that was outstanding as of February 28, 1997. The change reflects increased borrowings to fund the Company's stock repurchase program and temporary working capital needs. 10 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management believes cash generated from operations, as temporarily supplemented by existing credit availability, should be sufficient to support the Company's working capital requirements and anticipated capital expenditure needs for the foreseeable future, including the costs associated with its stock repurchase program and restructuring efforts. Results of Operations - --------------------- The Company classifies its operations in two business segments: Automotive and Industrial. The Company's current business strategy is focused upon the enhancement of its business segments through internal growth, cost control and quality improvement programs and selective, strategic acquisitions with an emphasis on expanding each segment's international presence. The results of operations for the three month period ended May 31, 1996 have been restated to reflect the businesses divested in fiscal 1997 as discontinued operations. Net sales from continuing operations for the three month period ended May 31, 1997 increased by $19.2 million (4%) over the comparable period last year. In the Company's Automotive segment, net sales increased $10.9 million (4%) for the three month period ended May 31, 1997 over the comparable period last year. The growth in the Automotive segment was primarily generated by the segment's Automotive OEM sector, with the foreign OEM growth substantially outpacing domestic growth. In the Aftermarket sector, sales remained relatively flat for the three month period ended May 31, 1997 in comparison to the prior year. In the Company's Industrial segment, net sales increased $8.3 million (4%) for the three month period ended May 31, 1997 over the comparable period last year. This growth was lead by the segment's domestic general industrial sector which helped to offset flat sales in the segment's foreign general industrial and transportation sectors. The cost of products sold as a percentage of consolidated net sales remained relatively consistent at 67.3% in the current period and 67.5% in the prior year period. Selling and administration costs as a percentage of consolidated net sales were 16.0% for the three month period ended May 31, 1997, as compared to 16.3% for the three month period ended May 31, 1996. The slight reduction in the level of costs indicates the Company's continued emphasis on cost control and cycle time reduction has been successful in substantially offsetting the impact of inflation on such costs. Research and development costs increased by $1.0 million (9%) for the three month period ended May 31, 1997 as compared to the three month period ended May 31, 1996. As a percentage of consolidated net sales, these expenses remained relatively consistent in the range of 2.0% in each period, reflecting the Company's continuing emphasis on new product development. Depreciation and amortization expense increased by $1.6 million (9%) for the three month period ended May 31, 1997 as compared to the three month period ended May 31, 1996. The increase is primarily attributable to the Company's increased level of capital equipment expenditures. 11 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Interest expense for the three month period ended May 31, 1997 was reduced approximately $.6 million (4%) from the level incurred in the three month period ended May 31, 1996. The improvement reflects the benefits of the proceeds from asset divestitures, which were used to reduce borrowings outstanding under the Company's Credit Agreement. These benefits were somewhat offset by increased borrowings incurred to finance the company's stock repurchase program and increased working capital needs as discussed under "Liquidity and Capital Resources". The effective tax rate as a percentage of pre-tax accounting income for the three month periods ended May 31, 1997 and 1996 remained relatively consistent at approximately 39%. The higher rate in comparison to the U.S. statutory tax rate is primarily the result of income in foreign jurisdictions with higher statutory tax rates than in the U.S., and state and local taxes. As a result of all of the above, income from continuing operations for the three month period ended May 31, 1997 reflects an increase of $2.8 million (10%) over income from continuing operations for the prior year. On a fully diluted per share basis, such amount for the three month period ended May 31, 1997 represents an increase of 12% over the comparable prior year period. Net income increased approximately $1.6 million (6%) for the three month period ended May 31, 1997 as compared to the three month period ended May 31, 1996, with the prior year period also including income of $1.2 million from discontinued operations. Impact of Inflation - ------------------- Although the Company has experienced delays in its ability to pass on certain inflation related cost increases, the Company does not expect that such delays or the overall impact of inflation will have a material impact on the Company's operations. 12 Part II. OTHER INFORMATION - --------------------------- Items 1, 2, 3, 4 and 5 are inapplicable and have been omitted. Item 6(a) - Exhibits - -------------------- Exhibit No. * 4.1 Specimen Common Stock Certificate * 11 Statement Regarding Computation of Per Share Earnings * 27 Financial Data Schedule * Filed herewith by direct transmission pursuant to the EDGAR Program Item 6(b) Reports on Form 8-K - ----------------------------- None 13 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. MARK IV INDUSTRIES, INC. Registrant DATE: July 1, 1997 /s/ Sal H. Alfiero ------------ ----------------------- Sal H. Alfiero Chairman of the Board DATE: July 1, 1997 /s/ William P. Montague ------------ ------------------------ William P. Montague President DATE: July 1, 1997 /s/ John J. Byrne ------------ ------------------------ John J. Byrne Vice President - Finance and Chief Financial Officer DATE: July 1, 1997 /s/ Richard L. Grenolds ------------ ----------------------- Richard L. Grenolds Vice President and Chief Accounting Officer DATE: July 1, 1997 /s/ Clement R. Arrison ------------ ----------------------- Clement R. Arrison Director 14 EXHIBIT INDEX Description - ----------- Page No. * 4.1 Specimen Common Stock Certificate 15 * 11 Statement Regarding Computation of Per Share Earnings 16 * 27 Financial Data Schedule 17 * Filed herewith by direct transmission pursuant to the EDGAR Program EX-11 2 16 EXHIBIT 11 ---------- MARK IV INDUSTRIES, INC. STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS (UNAUDITED) For the Three Month Period Ended May 31, 1997 and 1996 (Amounts in thousands, except per share data) Three Months Ended May 31, ----------------- 1997 1996 PRIMARY Shares outstanding: Weighted average number of shares outstanding 65,500 66,300 Net effect of dilutive stock options (1) 500 400 Total 66,000 66,700 Income from continuing operations $30,100 $27,300 Income from discontinued operations - 1,200 Net income $30,100 $28,500 Income per share from continuing operations $ .46 $ .41 Income per share from discontinued operations - .02 Net income per share (2) $ .46 $ .43 FULLY-DILUTED Shares outstanding: Weighted average number of shares outstanding 65,500 66,300 Net effect of dilutive stock options (1) 500 400 Total 66,000 66,700 Income from continuing operations $30,100 $27,300 Income from discontinued operations - 1,200 Net income $30,100 $28,500 Income per share from continuing operations $ .46 $ .41 Income per share from discontinued operations - .02 Net income per share $ .46 $ .43 - ------------------------------------ (1) The net effects for the three month period ended May 31, 1997 and 1996 are based upon the treasury stock method using the average market price during the periods for the primary amounts, and the higher of the average market price or the market price at the end of the period for the fully-diluted amounts. (2) Primary earnings per share have been reported in the Company's financial statements based only upon the shares of common stock outstanding, since the dilutive effect of the stock options is not considered to be material. EX-27 3
5 This schedule contains summary financial information extracted from the financial statements of Mark IV Industries, Inc. and is qualified in its entirety by reference to such financial statements. 1,000 3-MOS FEB-28-1998 MAY-31-1997 1,300 0 466,600 14,200 363,600 899,000 717,900 152,000 2,039,000 468,700 627,900 0 0 600 724,700 2,039,000 560,100 560,100 376,800 496,500 0 0 14,300 49,300 19,200 30,100 0 0 0 30,100 .46 .46
EX-4 4 15 EXHIBIT 4.1 Exhibit 4.1 is an engraved specimen certificate (the "Certificate") representing fully paid and non-assessable shares of Mark IV Industries, Inc. (the "Corporation") Common Stock, $.01 par value per share. The Certificate states that the shares represented by the Certificate are transferable on the books of the Corporation by the holder in person or by duly authorized attorney upon presentation of the Certificate properly endorsed. The Certificate further states that it is not valid unless countersigned and registered by the transfer agent and registrar of the Corporation. The Certificate contains the facsimile signatures of William P. Montague, President of the Corporation, and Gerald S. Lippes, Secretary of the Corporation. The reverse side of the Certificate contains (i) an undertaking by the Corporation to furnish without charge to each stockholder who so requests, the powers, designations, preferences and relative participating optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights and (ii) provisions for the holder to assign and transfer the Certificate. In addition, the reverse side of the Certificate states the following: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Mark IV Industries, Inc. (the "Company") and American Stock Transfer & Trust Company dated as of May 17, 1995 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." -----END PRIVACY-ENHANCED MESSAGE-----