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, 2005, 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, 2005, 8,698,148 shares of common stock were
issued and outstanding, including 99,834 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 52,833 shares in 2006, 32,834 shares in
2007, and 14,167 shares in 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.
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