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The Company is
incorporated in Delaware. The articles of incorporation
authorize 12,000,000 shares of $2.50 par value common stock,
1,000,000 shares of $1.00 par value preferred stock and 100,000
shares of $1.00 par value series A junior participating
cumulative preferred stock. The preferred stock may be issued in
series,with the rights and preferences of each series to be
established by the Board of Directors. As of November 30, 2003, no
shares of preferred stock or series A junior participating
cumulative preferred stock were outstanding.
On March 26, 2003 the
Company's Board of Directors declared a two-for-one stock
split in the form of a stock dividend of one additional common
share for every outstanding common share held by stockholders
of record on May 1, 2003, payable May 27, 2003. The
weighted-average number of shares and per share information presented
herein reflect the Company's shares and earnings and dividends
per share on a post-split basis.
As of November 30,
2003, 8,214,563 shares of common stock were issued and
outstanding, including 60,000 restricted shares which were granted on
January 23, 2002. Restrictions limit the sale and transfer on these
shares. On each anniversary of the grant date, 20,000 of the shares
become unrestricted.
The Company has a
Stockholders' Rights Plan,which,among other
things, entitles stockholders to purchase common stock at a significant discount
if a party acquires 15% or more of the Company's common stock
or announces a tender offer for at least 15% of the Company's
common stock outstanding.
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