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Notes to Consolidated Financial Statements

Notes Sixteen: CAPITAL STOCK

The Company is incorporated in Delaware. The articles of incorporation authorize 24,000,000 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, 2004,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, 2004, 8,431,471 shares of common stock were issued and outstanding, including 96,000 restricted shares. Restrictions limit the sale and transfer of these shares. On each anniversary of the grant date, a percentage of the shares (determined at the time of the grant) becomes unrestricted. The restrictions will lapse on 34,000 shares in 2005, 34,000 shares in 2006, and 14,000 shares in both 2007 and 2008.

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.

 

Note Seventeen

 
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