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Notes to Consolidated Financial Statements

Note 17: 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, 2006,no shares of preferred stock or series A junior participating cumulative preferred stock were outstanding.

As of November 30, 2006, 9,075,094 shares of common stock were issued and outstanding, including 98,002 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 are scheduled to lapse as follows: 49,335 shares will become unrestricted in 2007, 30,667 shares in 2008, 16,500 shares in 2009, and 1,500 shares in 2010.

As of November 30, 2006, the Company's Stockholders Rights Plan provided, among other things, that stockholders were entitled to purchase common stock at a significant discount if a party acquired 15% or more of the Company's common stock or announced a tender offer for at least 15% of the Company's common stock outstanding.

Note Eighteen

 
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