-----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, Ugl2KThGW0gIHRaDGxz5KirD83H9+Bp8FbnEs9Hz958BohY2Mz83B4AFZeWIZPrr SH4jECYlOXlnyyuZ4/rZHQ== 0000950144-95-001397.txt : 19950518 0000950144-95-001397.hdr.sgml : 19950518 ACCESSION NUMBER: 0000950144-95-001397 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950402 FILED AS OF DATE: 19950515 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAVANNAH FOODS & INDUSTRIES INC CENTRAL INDEX KEY: 0000086941 STANDARD INDUSTRIAL CLASSIFICATION: 2060 IRS NUMBER: 581089367 STATE OF INCORPORATION: DE FISCAL YEAR END: 1003 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-11420 FILM NUMBER: 95539694 BUSINESS ADDRESS: STREET 1: P O BOX 339 CITY: SAVANNAH STATE: GA ZIP: 31402 BUSINESS PHONE: 9122341261 10-Q 1 SAVANNAH FOODS & INDUSTRIES 1 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 April 2, 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 1-11420 ----------- SAVANNAH FOODS & INDUSTRIES, INC. - - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its Charter) Delaware 58-1089367 - - ------------------------------- --------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) P. O. Box 339, Savannah, Georgia 31402 - - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (912) 234-1261 ----------------------------- 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 ----- ----- As of April 2, 1995, there were 26,238,196 shares of common stock of Savannah Foods & Industries, Inc. outstanding. The exhibit index is located on page 10 of this filing. Page 1 of 25 pages 2 SAVANNAH FOODS & INDUSTRIES, INC. INDEX
Part I. FINANCIAL INFORMATION: Page ---- Item 1. Financial Statements: Consolidated Balance Sheets at April 2, 1995 and October 2, 1994 3 Consolidated Statements of Operations for the 13 weeks ended April 2, 1995 and April 3, 1994 and the 26 weeks ended April 2, 1995 and April 3, 1994 4 Consolidated Statements of Cash Flows for the 26 weeks ended April 2, 1995 and April 3, 1994 5 Notes to Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of the Company's Financial Position and Results of Operations 8 Part II. OTHER INFORMATION: Item 4. Submission of Matters to a Vote of Securities Holders 10 Item 6. Exhibits and Reports on Form 8-K 10 Signatures 11 Exhibit 3-1 By-Laws, as amended 12 Exhibit 27-1 Financial Data Schedule 25 (for SEC use only)
Page 2 of 25 pages 3 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Savannah Foods & Industries, Inc. Consolidated Balance Sheets (In thousands except for shares and per share amounts) (Unaudited)
April 2, October 2, 1995 1994 -------- ---------- Assets - - ------ Current assets: Cash and cash equivalents $ 10,500 $ 28,436 Accounts receivable 56,489 75,776 Inventories (net of LIFO reserve of $8,661 in 1995 and $8,889 in 1994) (Note 3) 190,494 85,340 Other current assets 21,970 9,328 -------- -------- Total current assets 279,453 198,880 Property, plant and equipment (net of accumulated depreciation of $194,217 in 1995 and $180,810 in 1994) 238,600 241,885 Other assets 48,661 45,362 -------- -------- $566,714 $486,127 ======== ======== Liabilities and Stockholders' Equity - - ------------------------------------ Current liabilities: Short-term borrowings $ 45,000 $ - Current portion of long-term debt (Note 4) 7,177 1,643 Trade accounts payable 91,010 56,953 Dividends payable 3,542 3,542 Income taxes accrued 3,792 - Accrued expenses related to beet operations 20,864 - Other liabilities and accrued expenses 25,182 23,002 -------- -------- Total current liabilities 196,567 85,140 -------- -------- Long-term debt (Note 4) 112,441 140,224 -------- -------- Deferred employee benefits 74,504 72,589 -------- -------- Stockholders' equity: Common stock $.25 par value; $.55 stated value; 64,000,000 shares authorized; 31,306,800 shares issued 17,365 17,365 Capital in excess of stated value 12,190 12,190 Retained earnings 196,672 202,065 Minimum pension liability adjustment (8,210) (8,210) -------- -------- 218,017 223,410 Less - Treasury stock, at cost (5,068,604 shares) 31,275 31,275 - Note receivable from employee stock ownership trust 3,540 3,961 -------- -------- Total stockholders' equity 183,202 188,174 -------- -------- Commitments and contingencies (Note 7) - - -------- -------- $566,714 $486,127 ======== ========
(The accompanying notes are an integral part of the financial statements.) Page 3 of 25 pages 4 Savannah Foods & Industries, Inc. Consolidated Statements of Operations (In thousands of dollars except for per share amounts) (Unaudited)
For the 13 Weeks Ended For the 26 Weeks Ended ---------------------- ---------------------- April 2, April 3, April 2, April 3, 1995 1994 1995 1994 -------- -------- -------- -------- Net sales $253,377 $247,005 $535,854 $527,191 -------- -------- -------- -------- Operating expenses: Cost of sales and operating expenses 232,470 224,697 486,099 473,904 Selling, general and administrative expenses 13,054 13,639 26,548 28,523 Depreciation and amortization 7,516 7,056 14,410 14,834 -------- -------- -------- -------- 253,040 245,392 527,057 517,261 -------- -------- -------- -------- Income from operations 337 1,613 8,797 9,930 -------- -------- -------- -------- Other income and expenses: Interest and other investment income 361 1,035 888 1,441 Interest expense (Note 4) (3,819) (3,361) (7,391) (6,751) Other (13) 158 88 240 -------- -------- -------- -------- (3,471) (2,168) (6,415) (5,070) -------- -------- -------- -------- Income (loss) before income taxes (3,134) (555) 2,382 4,860 (Provision for) benefit from income taxes (Note 5) 1,207 284 (691) (1,590) -------- -------- -------- -------- Net income (loss) $ (1,927) $ (271) $ 1,691 $ 3,270 ======== ======== ======== ======== Per share: Net income (loss) (Note 6) $ (.07) $ (.01) $ .07 $ .12 ======== ======== ======== ======== Dividends $ .135 $ .135 $ .27 $ .27 ======== ======== ======== ========
(The accompanying notes are an integral part of the financial statements.) Page 4 of 25 pages 5 Savannah Foods & Industries, Inc. Consolidated Statements of Cash Flows (Unaudited)
For the 26 Weeks Ended ----------------------- April 2, April 3, 1995 1994 -------- -------- (In thousands of dollars) Cash flows from operations: Net income $ 1,691 $ 3,270 Adjustments to reconcile net income to net cash provided by operations - Depreciation and amortization 14,410 14,834 Provision for deferred income taxes (9,398) (9,230) Other 70 (93) Changes in balance sheet accounts - Accounts receivable 19,287 33,466 Inventories (105,154) (66,375) Other current assets (4,107) 4,051 Trade accounts payable 34,057 (10,713) Income taxes accrued 3,792 929 Accrued expenses related to beet operations 20,864 23,494 Other liabilities and accrued expenses 2,180 445 Other 1,570 1,928 --------- -------- Cash used for operations (20,738) (3,994) --------- -------- Cash flows from investing activities: Additions to property, plant and equipment (9,423) (13,193) Proceeds from sale of property, plant and equipment 202 247 Acquisition of business (Note 2) (7,050) - Liquidation of short-term investments included in "Other current assets" - 19,226 Changes in escrow balances related to industrial revenue bonds 5,464 3,743 Other (2,388) (2,425) --------- -------- Cash (used) provided by investing activities (13,195) 7,598 --------- -------- Cash flows from financing activities: Increase in short-term borrowings 45,000 6,600 Payments of long-term debt (22,249) (1,209) Collection of note receivable from employee stock ownership trust 500 - Dividends declared to stockholders (7,084) (7,084) Other (170) 43 --------- -------- Cash provided (used) by financing activities 15,997 (1,650) --------- -------- Cash flows for period (17,936) 1,954 Cash and cash equivalents, beginning of period 28,436 7,481 --------- -------- Cash and cash equivalents, end of period $ 10,500 $ 9,435 ========= ========
(The accompanying notes are an integral part of the financial statements.) Page 5 of 25 pages 6 Savannah Foods & Industries, Inc. Notes to Consolidated Financial Statements (Unaudited) (1) The information furnished reflects all adjustments (consisting of only normal recurring accruals) which are, in the opinion of Management, necessary for a fair statement of the results for the interim periods. These consolidated financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company's latest annual report on Form 10-K. Certain prior year amounts have been reclassified to conform to current year presentation. (2) On January 31, 1995, the Company acquired certain assets of Reckitt and Colman, Inc., which are used in the manufacture, sale and distribution of filled plastic salt and pepper shakers for $7,050,000 in cash. The transaction was accounted for using the purchase method and resulted in $6,050,000 of goodwill, which represents the excess of the purchase price over the fair market value of the assets acquired. (3) A summary of inventories by class is as follows:
April 2, October 2, 1995 1994 -------- ---------- (In thousands of dollars) Raw materials and work-in-process.......... $ 52,456 $26,924 Packaging materials, parts and supplies.... 27,609 27,115 Finished goods............................. 110,447 31,301 Costs related to future inventory purchases...................... (18) - -------- ------- $190,494 $85,340 ======== =======
(4) Long-term debt is summarized as follows:
April 2, October 2, 1995 1994 -------- ---------- (In thousands of dollars) Senior notes - $50,000 Series A at 8.35% and $20,000 Series B at 7.15% payable through 2002..................... $ 70,000 $ 70,000 Long-term debt supported by revolving credit facilities with banks............. - 20,000 Notes payable to banks from 1996 to 1998 related to the ESOP...................... 14,100 15,500 Industrial revenue bonds................... 28,000 28,000 Present value of non-compete agreements related to the purchase of King Packaging, payable monthly from 1993 to 1998, discounted at 5%................... 5,529 6,314 Other long-term debt....................... 1,989 2,053 -------- -------- 119,618 141,867 Less - Current portion..................... (7,177) (1,643) -------- -------- $112,441 $140,224 ======== ========
Page 6 of 25 pages 7 Cash interest payments during the first six months of fiscal 1995 and 1994 amounted to $7,045,000 and $6,671,000, respectively. (5) Cash tax payments during the first six months of fiscal 1995 and 1994 amounted to $6,211,000 and $6,376,000, respectively. (6) Earnings per share for fiscal 1995 and 1994 are based on weighted average outstanding shares of 26,238,196 for the 13 weeks and the 26 weeks ended April 2, 1995 and April 3, 1994. (7) Commitments and Contingencies: The Company has contracted for the purchase of a substantial portion of its future raw sugar requirements. Prices to be paid for raw sugar under these contracts are based in some cases on market prices during the anticipated delivery month. In other cases prices are fixed and, in these instances, the Company generally obtains commitments from its customers to buy the sugar prior to fixing the price, or enters into futures transactions to hedge the commitment. The Company uses interest rate exchange agreements, more commonly called interest rate swaps, to manage its interest rate exposure. The Company is exposed to loss in the event of non-performance by the other party to these swaps. However, the Company does not anticipate non-performance by the counter-parties to the transactions. In May 1992, the United States Customs Service (Customs) issued a bill to the Company for approximately $7,500,000 seeking reimbursement for certain drawback claims filed by the Company with customs during the period 1984 through 1988. Customs has alleged that drawback claims prepared by the Company for certain export shipments of sugar during these years are technically and/or substantively deficient, and that the Company, therefore, is not entitled to monies previously received under these drawback claims. The Company disputes Customs' findings and is vigorously protesting the decision of Customs. We have recently received assurances from the Customs Service that this administrative appeal is nearing a conclusion. As an indication, on March 31, 1995, the Company received notice that one of its three protests had been resolved in its favor. This favorable ruling resulted in the reduction of the total claim by $2,434,000 and the waiver of interest on this amount from August, 1992. Based upon the facts known to the Company at this time, the ultimate resolution of this matter is not expected to have a materially adverse effect on the Company's financial position or results of operations. In July 1991, National Utility Service, Inc. (NUS) filed a complaint against the Company in the United States District Court for the District of New Jersey seeking compensation and damages arising from a contract between the Company and NUS for energy cost saving recommendations. On September 12, 1994, summary judgment was entered against the Company in the amount of $2,973,000 in this case. On December 19, 1994, the judgment was amended to add $1,343,000 prejudgment interest. The Company has appealed the judgment to the United States Court of Appeals for the Third Circuit. The Company intends to pursue the appeal vigorously and strongly contends that no amounts are due to NUS. Page 7 of 25 pages 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE COMPANY'S FINANCIAL POSITION AND RESULTS OF OPERATIONS. Liquidity Non-cash working capital decreased $12,918,000 from the end of fiscal 1994. Inventory, net of trade payables and accrued beet expenses, increased from October 2, 1994 and was funded by short-term borrowings. Cash and cash equivalents for the six months decreased $17,936,000 primarily as a result of long-term debt repayments of $22,249,000. This repayment was funded primarily by cash generated through working capital reductions at the end of fiscal 1993-94. The Company is committed to continuing its working capital reduction program to deploy these assets to realize a greater return for our stockholders. Capital Resources Long-term debt excluding the current portion, decreased $27,783,000. The Company paid $20,000,000 of long-term revolving credit debt in its first fiscal 1995 quarter with cash generated from working capital reductions in fiscal 1994. Additionally, the Company retired, subsequent to the end of its second quarter, $5,500,000 of industrial revenue bonds due in the year 2017. These bonds were paid from escrow accounts held by the Company containing the original proceeds from the issuance of the bonds. Accordingly, $5,500,000 of the escrow account has been reclassified from other assets (long-term) to other current assets. Also, $5,500,000 of the industrial revenue bonds have been reclassified to the current portion of long-term debt. Changes in debt and equity resulted in a decrease from 43% to 38% in the ratio of long-term debt to total capital. At April 2, 1995, the Company had $145,000,000 in revolving credit facilities, of which $45,000,000 was outstanding as short-term debt. The remaining available balance of $100,000,000 is intended to meet working capital and other cash needs as they arise. All of the $145,000,000 of available facilities are committed through September 30, 1996. The revolving credit facilities, in general, enable the Company to borrow at the bank's cost of funds plus approximately 1/2%. At April 2, 1995, stockholders' equity was $183,202,000 compared to equity at October 2, 1994, of $188,174,000. Equity changed primarily as a result of earnings of $1,691,000 and as a result of dividends of $7,084,000. On April 20, 1995 the Company announced that it was reducing the dividend from an annual rate of $.54 per share to $.10 per share. The Board of Directors declared a regular dividend of $.025 per share payable July 1, 1995 to stockholders of record at the close of business June 6, 1995. The Company has been earning less than the dividend and this has reduced stockholders' equity. The Company decided to reduce the dividend to a level that would allow it to take advantage of future business opportunities and to strengthen the Company's financial position. On January 31, 1995, the Company acquired certain assets of Reckitt & Colman, Inc., which are used in the manufacture, sale and distribution Page 8 of 25 pages 9 of filled plastic salt and pepper shakers for $7,050,000 in cash. The transaction was accounted for using the purchase method and is expected to be funded primarily through the sale of non-operating assets. Fixed asset additions during the first six months of fiscal 1995, excluding the Reckitt & Colman acquisition, were $9,423,000. The capital expenditures were primarily concentrated on cost saving projects. The Company expects that expenditures for fixed assets (exclusive of any acquisitions) will approximate $17,000,000 in fiscal 1995. These expenditures are expected to benefit the Company through increased efficiency and expanded operational capabilities. Results of Operations The Company's net income for the first six months of fiscal 1995 was $1,691,000, or $.07 per share, compared to income of $3,270,000, or $.12 per share, for the first six months of fiscal 1994. Net loss for the second quarter of fiscal 1995 was ($1,927,000), or ($.07) per share, compared to ($271,000), or ($.01) per share, for the second quarter of fiscal 1994. Sugar sales volumes and prices were flat with the same quarter and six months of last year. Sales volume at the cane refineries increased over the same quarter and six months of last year. Cane refining margins have decreased compared to last year due to the combination of increased raw sugar prices and downward pressure on refined sugar prices caused by beet and cane competition. Income is down at the cane refineries compared to the same quarter and six months of last year. Our beet operations, which include Michigan Sugar and our beet molasses desugarization facility, had lower sales volume compared to the previous year quarter and six months due to the marketing allotments imposed October 1, 1994 for the 1994-95 crop year. Income at the beet operations was down for the quarter and six months primarily due to higher operating costs at the beet molasses desugarization facility. The Company's foodservice sugar sales volume decreased from the same quarter and six months last year while non-sugar sales volume increased moderately. Income for the quarter was down due to higher sugar and packaging costs, but income for the six months is higher than last year. Raceland Sugars, Inc. showed an increase in income for the quarter and six months as a result of a successful processing campaign which produced more sugar than last year at the same cost per unit. Selling, general and administrative expenses decreased 7%, or $1,975,000, for the six months of fiscal 1995 compared to 1994 primarily due to lower sales volume at Michigan Sugar and reductions resulting from a conscious effort to reduce overhead costs. The Company's strategy for the future is two-pronged. First, it is to expand outside of the United States, as we are doing in Mexico. Secondly, it is to expand into non-sugar related products that fit with existing customer relationships and distribution channels. Examples of the latter are the acquisition of King Packaging and the acquisition of Reckitt & Colman's salt and pepper shaker business. We are continuing to investigate growth of the business in areas that are not dependent on the Farm Bill. Page 9 of 25 pages 10 PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS At the Annual Meeting of Stockholders held on February 16, 1995 in Savannah, Georgia, 23,887,057 shares, representing 91.0% of the 26,238,196 total eligible shares outstanding, were voted in person or by proxy. The Directors proposed in the proxy material were elected to serve three-year terms by the vote shown below:
Outstanding Shares Voted For Abstain ---------------------------- ------------------------ Number % of Eligible Number % of Eligible of Votes Votes of Votes Votes -------- ------------- -------- ------------- Dale C. Critz 23,654,005 90.15 233,052 .89 Arthur M. Gignilliat, Jr. 23,673,592 90.23 213,465 .81 Robert S. Jepson, Jr. 23,689,421 90.29 197,636 .75 Arnold Tenenbaum 23,662,940 90.19 224,117 .85
Other Directors whose term of office continued after the meeting were W. Waldo Bradley, John D. Carswell, F. Sprague Exley, William W. Sprague, III, Hugh M. Tarbutton, R. Eugene Cartledge, Lee B. Durham, Jr., Ernest Flegenheimer and Robert L. Harrison. The amendment of the By-laws to increase the maximum number of Directors to fifteen was approved. The vote was as follows:
Outstanding Shares Voted For Against Abstain ---------------------------- ----------------------- ----------------------- Number % of Eligible Number % of Eligible Number % of Eligible of Votes Votes of Votes Votes of Votes Votes -------- ------------- -------- ------------- -------- ------------- 23,078,542 87.96 604,248 2.30 204,267 .78
The appointment of Price Waterhouse LLP as independent public accountants was approved. The vote was as follows:
Outstanding Shares Voted For Against Abstain ---------------------------- ----------------------- ----------------------- Number % of Eligible Number % of Eligible Number % of Eligible of Votes Votes of Votes Votes of Votes Votes -------- ------------- -------- ------------- -------- ------------- 23,611,229 89.99 167,390 .64 108,438 .41
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: Page Exhibit No. Number Description --- ------ ----------- 12 3-1 By-Laws, as amended 25 27-1 Financial Data Schedules (for SEC use only) (b) Reports on Form 8-K, not applicable. Page 10 of 25 pages 11 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. SAVANNAH FOODS & INDUSTRIES, INC. BY: /s/ John M. Tatum --------------------------- JOHN M. TATUM DATE: MAY 11, 1995 SECRETARY BY: /s/ W. R. Steinhauer --------------------------- W. R. STEINHAUER SENIOR VICE PRESIDENT - DATE: MAY 12, 1995 FINANCE & ADMINISTRATION Page 11 of 25 pages EX-3.1 2 BYLAWS OF SAVANNAH FOODS & INDUSTRIES 1 Exhibit 3.1 1 BY-LAWS OF SAVANNAH FOODS & INDUSTRIES, INC. (A DELAWARE CORPORATION) ARTICLE I. OFFICES SECTION 1. Registered Office in Delaware. The registered office of SAVANNAH FOODS & INDUSTRIES, INC. (hereinafter called the "Corporation") in the State of Delaware shall be in the City of Wilmington, County of New Castle, and the registered agent in charge thereof shall be The Corporation Trust Company, 100 West Tenth Street, Wilmington, Delaware 19801. SECTION 2. Other Offices. The Corporation may have such other office or offices at such other place or places, either within or without the State of Delaware, as the Board of Directors may from time to time determine or as shall be necessary or appropriate for the conduct of the business of the Corporation. ARTICLE II. MEETINGS OF STOCKHOLDERS SECTION 1. Place of Meeting. Meetings of stockholders may be held at such place or places, either within or without the State of Delaware, as the Board of Directors may from time to time determine, or as shall be necessary or appropriate for the conduct of the business of the Corporation. SECTION 2. Annual Meetings. The annual meeting of stockholders for the election of directors and the transaction of other business shall be held on the third Thursday in February in each year commencing with the year 1994. At each annual meeting the stockholders entitled to vote shall elect a Board of Directors and may transact such other business as may properly come before the meeting. Section 2 Amended 7/21/93 SECTION 3. Special Meetings. A special meeting of the stockholders, or of any class thereof entitled to vote, for any purpose or purposes, may be called at any time by the Chairman of the Board, the President, or by order of the Board of Directors. SECTION 4. Notice of Meeting. Except as otherwise expressly required by law, written notice of each meeting of stockholders, whether annual or special, stating the place, date and hour of the meeting, shall be given not less than ten days nor more than fifty days before the date on which the meeting is to be held, to each stockholders of record entitled to vote thereat by delivering a notice thereof to him personally or by mailing such notice in a postage prepaid 12 2 Exhibit 3.1 2 envelope directed to him at his address as it appears on the stock ledger of the Corporation, unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him be directed to another address, in which case such notice shall be directed to him at the address designated in such request. Every notice of a special meeting of the stockholders, besides stating the time and place of the meeting, shall state briefly the objects or purposes thereof. Notices of any meeting of stockholders shall not be required to be given to any stockholder who shall attend such meeting in person or by proxy unless such attendance is for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened; and, if any stockholder shall, in person or by attorney thereunto authorized, in writing or by telegraph, cable or wireless, waive notice of any meeting of the stockholders, whether prior to or after such meeting, notice thereof need not be given to him. If a meeting is adjourned to another time or place and if any announcement of the adjourned time and place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the adjournment is for more than thirty days or the Board of Directors, after adjournment, fixes a new record date for the adjourned meeting. SECTION 5. List of Stockholders. It shall be the duty of the Secretary or other officer of the Corporation who shall have charge of the stock ledger to prepare and make, at least ten days before every meeting of the stockholders, a complete list of the stockholders entitled to vote thereat, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in his name. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall be kept and produced at the time and place of the meeting during the whole time thereof and subject to the inspection of any stockholder who may be present. The original or duplicate stock ledger shall be the only evidence as to who are the stockholders entitled to examine such list or the books of the Corporation or to vote in person or by proxy at such meeting. SECTION 6. Quorum. At each meeting of the stockholders, the holders of record of a majority of the issued and outstanding stock of the Corporation entitled to vote at such meeting, present in person or by proxy, shall constitute a quorum for the transaction of business, except where otherwise provided by law, the Certificate of Incorporation or these By-Laws. In the absence of a quorum, any officer entitled to preside at, or act as Secretary of, such meeting shall have the power to adjourn the meeting from time to time until a quorum shall be constituted. At any such adjourned meeting at which a quorum shall be present any business may be transacted which might have been transacted at the meeting as originally called, but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof. 13 3 Exhibit 3.1 3 SECTION 7. Voting. Except as otherwise provided in the Certificate of Incorporation, at every meeting of stockholders each holder of record of the issued and outstanding stock of the Corporation entitled to vote at such meeting shall be entitled to one vote, in person or by proxy, for each such share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless the proxy provides for a longer period. Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such corporation is held by the corporation, shall neither be entitled to vote nor counted for quorum purposes. Nothing in this Section shall be construed as limiting the right of the Corporation to vote its own stock held by it in a fiduciary capacity. At all meetings of the stockholders, a quorum being present, all matters shall be decided by majority vote of the shares of stock entitled to vote held by stockholders present in person or by proxy, except as otherwise required by the Certificate of Incorporation or the laws of the State of Delaware. Unless demanded by a stockholder of the corporation present in person or by proxy at any meeting of the stockholders and entitled to vote thereat, or so directed by the Chairman of the meeting or required by the laws of the State of Delaware, the vote thereat on any question need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder voting, or in his name by his proxy, if there by such proxy, and shall state the number of shares voted by him and the number of votes to which each share is entitled. SECTION 8. Inspectors at Shareholders' Meetings. The Board of Directors, in advance of any shareholders' meeting may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at the shareholders' meeting may, and on the request of any shareholder entitled to vote thereat shall, appoint one or more inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board of Directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting or any shareholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facia evidence of the facts stated and the vote as certified by them. SECTION 9. Nominations of Directors. Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation. Nominations of persons for election to the Board of Directors may be made at any annual meeting 14 4 Exhibit 3.1 4 of stockholders, or at any special meeting of stockholders called in the manner set forth in Article II, Section 3 hereof for the purpose of electing directors, (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 9 and on the record date for the determination of stockholders entitled to vote at such meeting and (ii) who complies with the notice procedures set forth in this Section 9. In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation. To be timely, a stockholder's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation (a) in the case of an annual meeting, not less than sixty (60) days nor more than ninety (90) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs; and (b) in the case of a special meeting of stockholders called in the manner set forth in Article II, Section 3 hereof for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs. To be in proper written form, a stockholder's notice to the Secretary must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by the person and (iv) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice (i) the name and record address of such stockholder, (ii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (v) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a 15 5 Exhibit 3.1 5 written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 9. If the Chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the nomination was defective nomination shall be disregarded. Section 9 Inserted 12/6/91 SECTION 10. Action at Meetings of Stockholders. No business may be transacted at an annual meeting of stockholders, other than business that is either (a) specified in the notice of meeting (or any duly authorized committee thereof), (b) otherwise properly brought before the annual meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (c) otherwise properly brought before the annual meeting by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 10 and on the record date for the determination of stockholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 10. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation. To be timely, a stockholder's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation not less than sixty (60) days nor more than ninety (90) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs. To be in proper written form, a stockholder's notice to the Secretary must set forth as to each matter such stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting, (ii) the name and record address of such stockholder, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting. 16 6 Exhibit 3.1 6 No business shall be conducted at the annual meeting of stockholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 10, provided, however, that, once business has been properly brought before the annual meeting in accordance with such procedures, nothing in this Section 10 shall be deemed to preclude discussion by any stockholder of any such business. If the Chairman of an annual meeting determines that business was not properly brought before the annual meeting in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted. The business transacted at any special meeting of stockholders called in the manner set forth in Article II, Section 3 hereof shall be confined to the business stated in the notice of meeting, as determined by the person or persons calling such meeting. Section 10 Inserted 12/6/91 ARTICLE III. BOARD OF DIRECTORS SECTION 1. General Powers. The property, business and affairs of the Corporation shall be managed by the Board of Directors. SECTION 2. Number, Term of Office, and Qualifications. The number of Directors shall not be less than three nor more than fifteen as fixed from time to time by resolution of the Board of Directors; provided however, that the number of Directors to be elected at the annual meeting in 1987 shall be four, to be elected for three-year terms expiring in 1990. And, upon approval of this amendment by the stockholders, the Directors then in office will elect a fifth member for a three-year term expiring in 1990. Section 2 amended 2/16/95 Commencing in the year 1988, all Directors to be elected shall be elected for three-year terms except as hereinafter provided in Section 9 of Article III of these By-Laws with respect to Directors elected to fill certain vacancies; provided, however, that the director elected by the Board of Directors in 1990 to fill the vacancy created by the increase in the number of Directors to 13 will serve until the annual meeting in 1991. No person shall be eligible to serve as a Director beyond December 31 of the year in which he reaches the age of sixty-eight, and no person shall be eligible to serve as a Director beyond December 31 of the third year following retirement from his principal occupation of employment at the time he first became a Director. Each Director shall continue in office until the annual meeting in the year in which his term expires and until his successor shall have been elected and qualified, or until his death, resignation, or removal. Section 2 Amended 2/1/91 17 7 Exhibit 3.1 7 SECTION 3. Quorum and Manner of Acting. Unless otherwise provided by law, the presence of one-third of the whole Board of Directors shall be necessary to constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given. At all meetings of directors, a quorum being present, all matters shall be decided by the affirmative vote of a majority of the directors present, except as otherwise required by the laws of the State of Delaware. SECTION 4. Place of Meetings, etc. The Board of Directors may hold its meetings and keep the books and records of the Corporation at such place or places within or without the State of Delaware, as the Board may from time to time determine. SECTION 5. Annual Meeting. As promptly as practicable after each annual meeting of stockholders for the election of directors, the Board of Directors shall meet in Savannah, Georgia, for the purpose of organization, the election of officers and the transaction of other business. Notice of such meeting need not be given. If such meeting is held at any other time, notice thereof must be given as hereinafter provided for special meetings of the Board of Directors or a consent and waiver of notice thereof must be signed by all the directors. SECTION 6. Regular Meetings. The Board of Directors shall hold six regular meetings annually at such time and place, within or without the State of Delaware, as determined by the President and specified in the notice of call thereof. The President shall endeavor to schedule the regular meetings during a calendar year at approximately even intervals if practicable. Notice of call of such meetings shall specify the time and date and be given each director in writing mailed no less than five (5) days nor more than thirty (30) days before such meeting. Section 6 Amended 3/4/88 SECTION 7. Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board, when there is such an officer, or by the President, and shall be called at the request in writing of any three directors, on not less than three hours' notice to each director personally or by telegram, or on not less than three days' written notice to each director by mail. Notice of call of each special meeting shall state the date, time and place of the meeting. In lieu of the notice to be given as set forth above, a waiver thereof in writing, signed by the director or directors entitled to said notice, whether prior to or after the meeting in question, shall be deemed equivalent thereto for purposes of this Section 7. No notice to or waiver by any director with respect to any special meeting shall be required if such director shall be present at said meeting. SECTION 8. Resignation. Any director of the Corporation may resign at any time by giving written notice to the Chairman of the Board, when there is such an officer, or to the President or the Secretary of the Corporation. The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. When one or more directors shall resign from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such 18 8 Exhibit 3.1 8 vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective. (A). Any director or the entire Board of Directors may be removed, with or without cause, by an affirmative vote of 75% of the holders of the outstanding stock of the Corporation entitled to vote in the election of directors, considered for this purpose as one class, taking such action at an annual meeting of stockholders or at a special meeting of stockholders duly called for such purpose. Alternatively, any director may be removed for cause at any time by the affirmative vote of a majority of the directors then in office. SECTION 9. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, unless otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware. Each director so chosen shall hold office for the unexpired term of the director whose place shall be vacant, provided that each director so chosen to fill the vacancy created by increase in the number of directors shall be elected for a term to be designated by the Directors at the time of his election and shall continue in office for such term and until his successor shall have been elected and qualified, and until his death, resignation or removal. SECTION 10. Compensation of Directors. Directors, by resolutions of the Board, may be appropriately compensated for their work as directors, and for attendance at each regular or special meeting of the Board, or any Committee thereof. Nothing herein contained shall be construed to preclude any director from servicing the Corporation or any subsidiary thereof in any other capacity and receiving compensation therefore. SECTION 11. Executive Committee and Other Committees. The Board of Directors, by resolution adopted by a majority of the entire Board, may designate from among its members an Executive Committee and other committees to serve at the pleasure of the Board. Each committee shall consist of three or more directors. Except as set forth below and as otherwise limited by the General Corporation Law of the State of Delaware, the Executive Committee shall have all of the authority of the Board of Directors. Each other committee shall be empowered to perform such functions as may, by resolution, be delegated to it by the Board. The Board of Directors may designate one or more directors as alternate members of any such committee, who may replace any absent member or members at any meetings of such committee. Vacancies in any committee, whether caused by resignation or by increase in the number of members constituting said committee, shall be filled by a majority of the entire Board of Directors. The Executive Committee may fix its own quorum and elect its own Chairman. In the absence or disqualification of any member of such committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. The Board of Directors shall have power to change the membership of any such committee at any time and to discharge any such committee, either with or without cause, at any time. Each 19 9 Exhibit 3.1 9 member of any such committee shall be paid such fee, if any, as shall be fixed by the Board of Directors for each meeting of such committee which he shall attend and, in addition, such transportation and other expenses actually incurred by him in going to the meeting of such committee and returning therefrom as the Board of Directors shall approve. SECTION 12. Action Without Meeting. 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 thereto is signed by all members of the Board or of such committee, as the case may be, and such written consent is filed with the minutes or proceedings of the Board or committee. ARTICLE IV. OFFICERS SECTION 1. Number. The principal officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer. The Corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board of Directors, an Executive Vice President, and such other officers as may be appointed in accordance with the provisions of these By-Laws. The offices of Executive Vice President, or of a Vice President, the Secretary and the Treasurer or any of them may be held by the same persons in the discretion of the Board of Directors. The offices of President and Treasurer may also be held by the same person. SECTION 2. Election and Term of Office. The principal officers of the Corporation shall be chosen annually by the Board of Directors at the annual meeting thereof. Each such officer shall hold office until his successor shall have been duly chosen and shall qualify, or until his death, or until he shall resign or shall have been removed in the manner hereinafter provided. SECTION 3. Subordinate Officers. In addition to the principal officers enumerated in Section I of this Article IV, the Corporation may have one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers, agents and employees as the Board of Directors may deem necessary, each of whom shall hold office for such period, have such authority, and perform such duties as the President or the Board of Directors may from time to time determine. The Board of Directors may delegate to any principal officer the power to appoint and to remove any such subordinate officers, agents or employees. SECTION 4. Removal. Any officer may be removed, either with or without cause, at any time, by resolution adopted by the Board of Directors at any regular meeting of the Board, or at any special meeting of the Board called for that purpose at which a quorum is present. SECTION 5. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary. Any such resignation shall take effect upon receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 20 10 Exhibit 3.1 10 SECTION 6. Vacancies. A vacancy in any office may be filled for the unexpired portion of the term in the manner prescribed in these By-Laws for election or appointment to such office for such term. SECTION 7. Chairman of the Board. When there is a Chairman of the Board he shall preside at all meetings of stockholders and at all meetings of the Board of Directors. He shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. SECTION 8. President. The President shall be the Chief Executive Officer of the Corporation, and as such shall have general supervision of the affairs of the Corporation, subject to the control of the Board of Directors. He shall be an ex officio member of all standing committees. In the absence of the Chairman of the Board, or whenever the office is vacant, the President shall preside at all meetings of stockholders and at all meetings of the Board of Directors. Subject to the control and direction of the Board of Directors the President may enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. In general, he shall perform all duties incident to the office of President, as herein defined, and all such other duties as from time to time may be assigned to him by the Board of Directors. SECTION 9. Vice Presidents. When there is an Executive Vice President, he shall, in the absence or disability of the President, perform the duties and exercise the powers of the President. He shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe. In the absence or disability of the Executive Vice President, the Board of Directors shall determine the Vice President or other officer to perform the duties and exercise the powers of the President. Vice Presidents shall perform such duties and have such other powers as the President or the Board of Directors may from time to time prescribe. SECTION 10. Secretary. The Secretary, if present, shall act as secretary at all meetings of the Board of Directors and of the stockholders, and keep the minutes thereof in a book or books to be provided for that purpose; shall see that all notices required to be given by the Corporation are duly given and served; shall have charge of the stock records of the Corporation; shall see that all reports, statements and other documents required by law are properly kept and filed; and in general, shall perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or the Board of Directors. SECTION 11. Treasurer. The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the Corporation, and shall deposit all such funds in the name of the Corporation in such banks or other depositories as shall be selected by the Board of Directors. He shall exhibit at all reasonable times his books of account and records to any of the directors of the Corporation upon application during business hours at the office of the Corporation where such books and records shall be kept; when requested by the Board of Directors, shall render a statement of the condition of the finances of the Corporation at any meeting of the Board or at the 21 11 Exhibit 3.1 11 annual meeting of stockholders; shall receive, and give receipts for, moneys due and payable to the Corporation from any source whatsoever; and in general, shall perform all the duties incident to the office of the Treasurer and such other duties as from time to time may be assigned to him by the President or the Board of Directors. The Treasurer shall give such bond, if any, for the faithful discharge of his duties as the Board of Directors may require. SECTION 12. Salaries. The salaries of the principal officers shall be fixed from time to time by the Board of Directors, and the salaries of any other officers may be fixed by the President. ARTICLE V. SHARES AND THEIR TRANSFER SECTION 1. Certificate for Stock. Every stockholder of the Corporation shall be entitled to a certificate or certificates, to be in such form as the Board of Directors shall prescribe, certifying the number of shares of the capital stock of the Corporation owned by him. SECTION 2. Stock Certificate Signature. The certificates for such stock shall be numbered in the order in which they shall be issued and shall be signed by the President or any Vice President and the Secretary or Treasurer of the Corporation, and its seal shall be affixed thereto. If such certificate is countersigned (1) by a transfer agent other than the Corporation or its employee, or, (2) by a registrar other than the Corporation or its employee, the signatures of such officers of the Corporation may be facsimiles. In case any officer of the Corporation who has signed, or whose facsimile signature has been placed upon any 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 issue. SECTION 3. Stock Ledger. A record shall be kept by the Secretary, transfer agent or by any other officer, employee or agent designated by the Board of Directors of the name of the person, firm or corporation holding the stock represented by such certificates, the number of shares represented by such certificates, respectively, and the respective dates thereof, and in case of cancellation, the respective dates of cancellation. SECTION 4. Cancellation. Every certificate surrendered to the Corporation for exchange or registration of transfer shall be canceled, and no new certificate or certificates shall be issued in exchange for any existing certificate until such existing certificate shall have been so cancelled, except in cases provided in Section 7 of this Article V. SECTION 5. Registrations of Transfers of Stock. Registrations of transfers of shares of the capital stock of the Corporation shall be made on the books of the Corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, or with a transfer clerk or a transfer agent appointed as in Section 6 of this Article V provided, and on surrender of the certificate or certificates for 22 12 Exhibit 3.1 12 such shares properly endorsed and the payment of all taxes thereon. The person in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation; provided, however, that whenever any transfer of shares shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer if, when the certificates are presented to the Corporation for transfer, both the transferor and the transferee request the Corporation to do so. SECTION 6. Regulations. The Board of Directors may make such rules and regulations as it may deem expedient, not inconsistent with the Certificate of Incorporation or these By-Laws, concerning the issue, transfer and registration of certificates for shares of the stock of the Corporation. It may appoint, or authorize any principal officer or officers to appoint, one or more transfer clerks or one or more transfer agents and one or more registrars, and may require all certificates of stock to bear the signature or signatures of any of them. SECTION 7. Lost, Stolen, Destroyed or Mutilated Certificates. As a condition of the issue of a new certificate for shares of stock in the place of any certificate theretofore issued and alleged to have been lost, stolen, mutilated or destroyed, the Board of Directors, in its discretion, may require the owner of any such certificate, or his legal representatives, to file with the Corporation a bond in such sum and in such form as it may deem sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft, mutilation or destruction of any such certificate or the issuance of such new certificate. Proper evidence of such loss, theft, mutilation or destruction shall be procured for the Board of Directors, if it so requires. The Board of Directors, in its discretion, may authorize the issuance of new certificates without any bond when in its judgment it is proper to do so. SECTION 8. Record Dates. For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a date as a record date for any such determination of stockholders. Such record date shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. Section 8 Amended 12/6/91 ARTICLE VI. INDEMNIFICATION The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, indemnify any and all persons whom it shall have power to indemnify under said Section from and against any and all of the expenses, liabilities or other matters referred to in, or covered by said Section. 23 13 Exhibit 3.1 13 ARTICLE VII. MISCELLANEOUS PROVISIONS SECTION 1. Corporate Seal. The Board of Directors shall provide a corporate seal, which shall be in the form of a circle, and shall bear the name of the Corporation and words and figures showing that it was incorporated in the State of Delaware in the year 1969. The Secretary shall be the custodian of the seal. The Board of Directors may authorize a duplicate seal to be kept and used by any other officer. SECTION 2. Fiscal Year. The fiscal year of the Corporation shall end on the Sunday nearest September 30 in each year commencing with the year 1993. Section 2 Amended 7/21/93 SECTION 3. Voting of Stocks Owned by the Corporation. The Board of Directors may authorize any person in behalf of the Corporation to attend, vote and grant proxies to be used at any meeting of stockholders of any corporation (except this Corporation) in which the Corporation may hold stock. SECTION 4. Dividends. Subject to the provisions of the Certificate of Incorporation, the Board of Directors may, out of funds legally available therefor, at any regular or special meeting declare dividends upon the capital stock of the Corporation as and when they deem expedient. Before declaring any dividend, there may be set apart out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time in their discretion deem proper for working capital, or as a reserve fund to meet contingencies, or for equalizing dividends, or for such other purposes as the Board of Directors shall deem conducive to the interests of the Corporation. ARTICLE VIII. AMENDMENTS The Board of Directors may alter, amend or repeal the By-laws of the Corporation at any regular or special meeting of the Board of Directors. Except as may otherwise be provided in the Certificate of Incorporation, stockholders may alter, amend or repeal the By-laws of the Corporation at any annual or special meeting of stockholders only upon the affirmative vote of a majority of the stock of the Corporation issued and outstanding and entitled to vote in respect thereof, provided that notice of the proposed alteration, amendment or repeal is contained in the notice of such meeting. By-laws, whether made or altered by the stockholders or by the Board of Directors, shall be subject to alteration or repeal by the stockholders as in this Article VIII above provided. Article VIII Amended 12/6/91 24 EX-27 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF SAVANNAH FOODS & INDUSTRIES, INC. FOR THE PERIOD ENDED APRIL 2, 1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 6-MOS OCT-01-1995 APR-02-1995 10,500 0 56,489 0 190,494 279,453 432,817 194,217 566,714 196,567 112,441 17,365 0 0 165,837 566,714 535,854 535,854 486,099 486,099 14,410 0 7,391 2,382 691 1,691 0 0 0 1,691 .07 0
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