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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1994
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 1-278
EMERSON ELECTRIC CO.
(Exact name of registrant as specified in its charter)
Missouri 43-0259330
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8000 W. Florissant Ave.
P.O. Box 4100
St. Louis, Missouri 63136
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 553-2000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock of $1.00 par value per share New York Stock Exchange
Chicago Stock Exchange
Preferred Share Purchase Rights New York Stock Exchange
Chicago Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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,
and (2) has been subject to such filing requirements for the past
90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [X]
Aggregate market value of the voting stock held by nonaffiliates of the
registrant as of close of business on October 31, 1994: $13,495 million.
Common stock outstanding at October 31, 1994: 223,538,697 shares.
Documents Incorporated by Reference
1. Portions of Emerson Electric Co. 1994 Annual Report to Stockholders
(Parts I and II).
2. Portions of Emerson Electric Co. Notice of 1995 Annual Meeting of
the Stockholders and Proxy Statement (Part III).
PART I
Item 1. Business
-----------------
Emerson was incorporated in Missouri in 1890. Originally engaged in
the manufacture and sale of electric motors and fans prior to World
War II and aircraft armament items during the war, Emerson's product
lines were subsequently expanded through internal growth and
acquisitions. Emerson is now engaged principally in the design,
manufacture and sale of a broad range of electrical, electromechanical
and electronic products and systems.
-------------------------------
The products manufactured by the Company are classified into the
following industry segments: Commercial and Industrial Components and
Systems; and Appliance and Construction-Related Components. Net
sales, income before income taxes and accounting change and total assets
attributable to each industry segment for the three years ended
September 30, 1994 are set forth in Note 12 of Notes to Consolidated
Financial Statements on page 37 of the 1994 Annual Report, which note is
hereby incorporated by reference. Information with respect to acquisition
and divestiture activities by Emerson is set forth in Notes 2 and 11 of
Notes to Consolidated Financial Statements on pages 31 and 36 of the 1994
Annual Report, respectively, which notes are hereby incorporated by
reference.
COMMERCIAL AND INDUSTRIAL COMPONENTS AND SYSTEMS
------------------------------------------------
The Commercial and Industrial segment includes process control
instrumentation, valves and systems; industrial motors and drives;
industrial machinery, equipment and components; and electronic products.
These products are generally highly engineered, both in product design
and manufacturing process. Products of this segment are sold to commercial
and industrial distributors and end-users for manufacturing and commercial
applications.
Products used in process industries include various types of
instrumentation, valves and control systems for measurement and
control of fluid flow. Included are various types of meters such as
rotameters, positive displacement meters, magnetic flow meters,
turbine meters, direct mass flow meters and laboratory instruments to
measure water quality. Other products include solid state telemetering
equipment and various types of pressure and vacuum relief valves.
In addition, Emerson manufactures and sells temperature sensors,
pressure sensors and transmitters used to measure and/or control
temperature, pressure, level and rate and amount of flow. Also produced
are process gas chromatographs, in-situ absorptive oxygen analyzers,
infrared gas and trace moisture analyzers, combustion analyzers and
systems, and other analyzers which measure pH and conductivity.
The Company also manufactures and sells sliding stem valves, rotary valves,
plastic-lined plug valves, butterfly valves, pressure regulators, and
related actuators and controllers.
2
Emerson also manufactures electronic measurement and data acquisition
equipment for use in industrial processing. In addition, Emerson
produces vibratory separating equipment used primarily in the
chemical, mining, pharmaceutical, food processing, pulp and paper,
ceramic and metal-working markets.
Beginning with a line of electric motors for industrial and heavy
commercial applications, Emerson's products for industrial automation
include certain kinds of integral horsepower motors, gear drives, pump
motors, alternators and electronic variable speed drives. Emerson also
produces electronic uninterruptible power supplies, power conditioning
and distribution equipment, modular power systems and environmental control
systems used in communications and information processing applications.
Emerson manufactures and sells components for the transmission and
regulation of mechanical power, such as certain kinds of chains,
sprockets, sheaves, gears, bearings, couplings and speed reducers, and
a line of cam-operated index drives, programmable motion controllers
and automation accessories. These products are used primarily in
industrial and commercial applications requiring the transmission of
mechanical motion or drive systems of various types.
Emerson also manufactures a line of multi-purpose pressure and
solenoid valves, pressure, vacuum and temperature switches, automatic
transfer switches, remote control switches and electric power control
systems. These products are widely used in the automation of
equipment and industrial processes and for the control of emergency
electric power.
Emerson also produces a variety of industrial and commercial
ultrasonic products for applications such as cleaning, sealing, welding
and flaw detection. Other products include material preparation and
microstructure analysis equipment. Emerson also manufactures electric
circulation heaters, fluid heat transfer systems and component heating
elements.
Emerson manufactures a broad line of components for current- and
noncurrent-carrying electrical distribution devices such as panelboards,
receptacles, fittings, cable handling reels and lighting products for
use in hazardous and nonhazardous environments.
APPLIANCE AND CONSTRUCTION-RELATED COMPONENTS
---------------------------------------------
The Appliance and Construction-Related segment consists of fractional
horsepower motors; appliance components; heating, ventilating and air
conditioning components; and tools. This segment includes components sold
to distributors and original equipment manufacturers for inclusion in
end-products and systems (ultimately sold through commercial and residential
building construction channels); and construction-related products which
retain their identity and are sold through distributors to consumers and
the professional trades.
3
Emerson manufactures and sells a variety of components and systems for
refrigeration and comfort control applications, including hermetic
and semi-hermetic compressors; hermetic motors and terminals for
hermetically sealed compressors; and fractional and sub-fractional
horsepower motors for selected appliance, office equipment,
ventilating equipment, pump, heater and other motor-driven machine
applications. Automatic temperature controls, timers, switches, and
thermo-protective devices are manufactured for gas and electric
heating systems, refrigeration and air conditioning equipment and
various large and small appliances. Emerson also manufactures and
sells a variety of electric heating elements and electrostatic air
cleaners.
Emerson manufactures and sells a line of electrical products primarily
for the residential markets, including humidifiers, electric waste
disposers, hot water dispensers, ventilating equipment and exhaust
fans.
Emerson is a producer of selected professional and hardware tools and
service equipment. These products include certain kinds of wrenches,
thread cutters, pipe cutters, reamers, vises, pipe and bolt threading
machines and sewer and drain cleaning equipment. The principal
markets for these professional tools and service equipment include
plumbing, heating and air conditioning contractors, construction and
maintenance companies, petroleum and gas producers, refiners and
processors, and farm and home consumers.
Emerson also produces a specialized line of light-duty industrial
bench power tools, ladders and scaffolding and related accessories.
Also produced by Emerson for marketing by a major retailer are shop
vacuum cleaners, a line of bench power tools for home workshop use
and a line of hand tools including adjustable wrenches, screwdrivers,
pliers and chisels.
PRODUCTION
----------
Emerson utilizes various production operations and methods. The
principal production operations are metal stamping, forming, casting,
machining, welding, plating, heat treating, painting and assembly.
In addition, Emerson also uses specialized production operations,
including automatic and semiautomatic testing, automated material
handling and storage, ferrous and nonferrous machining and special
furnaces for heat treating and foundry applications. Management
believes the equipment, machinery and tooling used in these processes
are of modern design and well maintained.
RAW MATERIALS AND ENERGY
------------------------
Emerson's major requirements for basic raw materials include steel,
copper, cast iron, aluminum and brass and, to a lesser extent,
plastics and other petroleum-based chemicals. Emerson has multiple
sources of supply for each of its material requirements. The raw
materials and various purchased components required for its products
have generally been available in sufficient quantities.
4
Emerson uses various forms of energy, principally natural gas and
electricity, obtained from public utilities. A majority of the plants
have the capability of being converted to use alternative sources of
energy.
PATENTS, TRADEMARKS, LICENSES AND FRANCHISES
--------------------------------------------
The Company has a number of patents, trademarks, licenses and
franchises, none of which is considered material to any segment of
its consolidated operations.
BACKLOG
-------
The estimated consolidated order backlog of the Company was $1,546
million and $1,362 million at September 30, 1994 and 1993,
respectively. Of the 1994 consolidated year-end backlog amount, $40
million is expected to extend beyond one year. The estimated backlog
by industry segment at September 30, 1994 and 1993 follows (dollars
in millions):
1994 1993
------- -----
Commercial and Industrial $ 1,000 958
Appliance and Construction-Related 546 404
------- -----
Consolidated Order Backlog $ 1,546 1,362
======= =====
COMPETITION
-----------
Emerson's businesses are highly competitive and the methods of
competition vary across the industry segments served. Although no
single company competes directly with Emerson in all of its product
lines, various companies compete in one or more product lines. Some
of these companies have substantially greater sales and assets than
Emerson. In addition, Emerson competes with many smaller companies.
RESEARCH AND DEVELOPMENT
------------------------
Costs associated with Company-sponsored research, new product
development and product improvement were $298.2 million in 1994,
$272.4 million in 1993 and $244.8 million in 1992.
ENVIRONMENT
-----------
Compliance with laws regulating the discharge of materials into the
environment or otherwise relating to the protection of the
5
environment has not had a material effect upon Emerson's capital
expenditures, earnings or competitive position. It is not
anticipated that Emerson will have material capital expenditures for
environmental control facilities during the next fiscal year.
EMPLOYEES
---------
Emerson and its subsidiaries had an average of approximately 73,900
employees during 1994.
DOMESTIC AND FOREIGN OPERATIONS
-------------------------------
International sales were $3,243 million in 1994, $3,168 million in
1993 and $3,064 million in 1992, including U.S. exports of $589
million, $562 million and $486 million in 1994, 1993 and 1992,
respectively. Although there are additional risks attendant to
foreign operations, such as nationalization of facilities, currency
fluctuations and restrictions on the movement of funds, Emerson's
financial position has not been materially affected thereby to date.
See Note 12 of Notes to Consolidated Financial Statements on page 37
of the 1994 Annual Report for further information with respect to
foreign operations.
Item 2. Properties
-------------------
At September 30, 1994, Emerson had approximately 270 manufacturing
locations worldwide, of which approximately 140 were located in 22
countries outside the United States. Approximately 180 locations are
occupied by the Commercial and Industrial segment, and approximately
90 are occupied by the Appliance and Construction-Related segment.
The majority of the locations are owned or occupied under capital lease
obligations with the remainder occupied under operating leases.
The Company considers its facilities suitable and adequate for the
purposes for which they are used.
Item 3. Legal Proceedings
--------------------------
Emerson is a party to a number of pending legal proceedings, several
of which claim substantial amounts of damages. There are no pending
legal proceedings that, in the opinion of management, are expected to
be material in relation to the Company's business or financial
position.
Item 4. Submission of Matters to a Vote of Security Holders
------------------------------------------------------------
There were no matters submitted to a vote of security holders during
the quarter ended September 30, 1994.
-------------------------------
6
Executive Officers of the Registrant
The following sets forth certain information as of December 1994 with
respect to Emerson's executive officers. These officers have been
elected or appointed to terms which will expire February 7, 1995:
First
Served as
Officer
Name Position Age In
---- -------- --- --------
C. F. Knight* Chairman of the Board and
Chief Executive Officer 58 1972
A. E. Suter* Senior Vice Chairman and
Chief Operating Officer 59 1979
J. J. Adorjan* President 55 1975
R. W. Staley* Vice Chairman of Emerson and
Chief Executive Officer of 59 1975
Emerson - Asia Pacific
W. J. Galvin Senior Vice President - Finance
and Chief Financial Officer 48 1984
W. W. Withers Senior Vice President,
Secretary and
General Counsel 54 1989
*Also chairman and/or member of certain committees of the Board of
Directors.
There are no family relationships among any of the executive officers
and directors.
Each of the above has served as an officer or in a supervisory
capacity with Emerson for the last five years, except J. J. Adorjan.
Mr. Adorjan was an Executive Vice President of the Company from October
1983 to July 1987, a Vice Chairman of the Company and Group Vice President
of its Government and Defense Group from 1987 until August 1990, and
Chairman and Chief Executive Officer of ESCO Electronics Corporation from
August 1990 to October 1992, when he was elected President of the Company.
7
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
----------------------------------------------------------------------
Matters
--------
The information regarding the market for the Company's common stock,
quarterly market price ranges and dividend payments set forth in Note
13 of Notes to Consolidated Financial Statements on page 38 of the
1994 Annual Report is hereby incorporated by reference. There were
approximately 31,800 stockholders at September 30, 1994.
Item 6. Selected Financial Data
--------------------------------
Years ended September 30
(Dollars in millions except per share amounts)
1994 1993 1992 1991 1990
--------- ------- ------- ------- -------
Net sales $ 8,607.2 8,173.8 7,706.0 7,427.0 7,573.4
Net earnings $ 788.5 708.1 662.9 631.9 613.2
Earnings
per common share $ 3.52 3.15 2.96 2.83 2.75
Cash dividends
per common share $ 1.56 1.44 1.38 1.32 1.26
Long-term debt $ 279.9 438.0 448.0 450.2 496.2
Total assets $ 8,215.0 7,814.5 6,627.0 6,364.4 6,376.4
Income before cumulative effect of change in accounting for postretirement
benefits ($115.9 million; $.52 per share) was $904.4 million in 1994. Net
earnings in 1994 includes non-recurring items which were substantially offset
by the accounting change. See Notes 2, 7 and 11 of Notes to Consolidated
Financial Statements on pages 31, 34 and 36 of the 1994 Annual Report for
information regarding these items and the Company's acquisition and
divestiture activities.
Item 7. Management's Discussion and Analysis of Financial Condition
--------------------------------------------------------------------
and Results of Operations
--------------------------
Narrative discussion appearing in the 1994 Annual Report under "Results
of Operations" and "Financial Position, Capital Resources and Liquidity"
on pages 20 through 24, is hereby incorporated by reference.
8
Item 8. Financial Statements and Supplementary Data
----------------------------------------------------
The consolidated financial statements of the Company and its
subsidiaries on pages 25 through 38 and the report thereon of KPMG
Peat Marwick LLP appearing on page 39 of the 1994 Annual Report are
hereby incorporated by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting
--------------------------------------------------------------------
and Financial Disclosure
------------------------
None.
9
PART III
Item 10. Directors and Executive Officers of the Registrant
------------------------------------------------------------
Information regarding nominees and directors appearing under "Nominees
and Continuing Directors" in the Emerson Electric Co. Notice of Annual
Meeting of the Stockholders and Proxy Statement for the February 1995
annual stockholders' meeting (the "1995 Proxy Statement") is hereby
incorporated by reference. Information regarding executive officers
is set forth in Part I of this report.
Item 11. Executive Compensation
--------------------------------
Information appearing under "Board of Directors and Committees" and
"Executive Compensation" in the 1995 Proxy Statement is hereby
incorporated by reference.
Item 12. Security Ownership of Certain Beneficial Owners and
-------------------------------------------------------------
Management
----------
The information regarding beneficial ownership of shares by nominees
and continuing directors and by all directors and executive officers
as a group appearing under "Nominees and Continuing Directors" in the
1995 Proxy Statement is hereby incorporated by reference.
Item 13. Certain Relationships and Related Transactions
--------------------------------------------------------
Information appearing under "Certain Business Relationships" in the
1995 Proxy Statement is hereby incorporated by reference.
10
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
-----------------------------------------------------------------
Form 8-K
--------
A) Documents filed as a part of this report:
1. The consolidated financial statements of the Company and its
subsidiaries on pages 25 through 38 and the report
thereon of KPMG Peat Marwick LLP appearing on page 39 of
the 1994 Annual Report.
2. Financial Statement Schedules
Independent Auditors' Report (page 16)
I - Marketable Securities - Other Investments (page 17)
All other schedules are omitted because they are not
required, not applicable or the information is given in the
financial statements or notes thereto contained in the 1994
Annual Report.
3. Exhibits (Listed by numbers corresponding to the Exhibit Table
of Item 601 in Regulation S-K).
3(a) Restated Articles of Incorporation of Emerson
Electric Co., incorporated by reference to Emerson
Electric Co. 1989 Form 10-K, Exhibit 3(a).
3(b) Bylaws of Emerson Electric Co., as amended through
May 3, 1994, filed herewith.
4(a) Indenture dated as of April 17, 1991, between
Emerson Electric Co. and The Boatmen's National Bank
of St. Louis, Trustee, incorporated by reference to
Emerson Electric Co. Registration Statement on
Form S-3, File No. 33-39109, Exhibit 4.1.
No other long-term debt instruments are filed since
the total amount of securities authorized under any
such instrument does not exceed 10 percent of the
total assets of Emerson Electric Co. and its
subsidiaries on a consolidated basis. Emerson
Electric Co. agrees to furnish a copy of such
instruments to the Securities and Exchange
Commission upon request.
11
4(b) Rights Agreement dated as of November 1, 1988
between Emerson Electric Co. and Centerre Trust
Company of St. Louis, incorporated by reference to
Emerson Electric Co. Form 8-K, dated November 1,
1988, Exhibits 1 and 2.
10(a)* 1974 Non-qualified Stock Option Plan, as amended,
incorporated by reference to Emerson Electric Co.
1991 Form 10-K, Exhibit 10(a) and Form 10-Q for the
quarter ended December 31, 1992, Exhibit 10(a).
10(b)* 1982 Incentive Stock Option Plan, as amended,
incorporated by reference to Emerson Electric Co.
1992 Form 10-K, Exhibit 10(b).
10(c)* Employment Agreement made as of October 1, 1975 and
amended January 9, 1987 between Emerson Electric Co.
and C. F. Knight, incorporated by reference to
Emerson Electric Co. 1987 Form 10-K, Exhibit 10(e).
10(d)* Employment Agreement made as of September 30, 1992
between Emerson Electric Co. and J. J. Adorjan,
incorporated by reference to Emerson Electric Co.
1992 Form 10-K, Exhibit 10(d).
10(e)* 1986 Stock Option Plan, as amended, incorporated by
reference to Emerson Electric Co. 1992 Form 10-K,
Exhibit 10(e) and Form 10-Q for the quarter ended
December 31, 1992, Exhibit 10(b).
10(f)* 1991 Stock Option Plan, as amended, incorporated by
reference to Emerson Electric Co. 1992 Form 10-K,
Exhibit 10(f) and Form 10-Q for the quarter ended
December 31, 1992, Exhibit 10(c).
10(g)* 1988 Incentive Shares plan, incorporated by
reference to Emerson Electric Co. 1988 Proxy
Statement dated December 18, 1987, Exhibit A, and
Form 10-Q for the quarter ended December 31, 1992,
Exhibits 10(d) and 10(e), and Amendments No. 3 and
No. 4 thereto, incorporated by reference to Emerson
Electric Co. 1993 Form 10-K, Exhibit 10(g).
10(h)* 1993 Incentive Shares Plan, incorporated by
reference to Emerson Electric Co. 1993 Proxy
Statement dated December 16, 1992, Exhibit A, and
Amendment No. 1 thereto, incorporated by reference
to Emerson Electric Co. 1993 Form 10-K, Exhibit 10(h).
10(i)* Restricted Shares Award Agreement with C. F. Knight
dated November 1, 1993, incorporated by reference to
Emerson Electric Co. 1993 Form 10-K, Exhibit 10(i).
10(j)* Emerson Electric Co. Directors' Continuing
Compensation Plan, incorporated by reference to
Emerson Electric Co. 1987 Form 10-K, Exhibit 10(g).
12
10(k)* Deferred Compensation Plan for Non-Employee
Directors, as amended, filed herewith.
10(l)* Emerson Electric Co. Supplemental Executive
Retirement Plan, incorporated by reference to
Emerson Electric Co. 1989 Form 10-K, Exhibit 10(i).
10(m)* Second Amendment to the Supplemental Executive
Savings Investment Plan, incorporated by reference
to Emerson Electric Co. 1991 Form 10-K, Exhibit
10(j).
10(n)* Annual Incentive Plan incorporated by reference to
Emerson Electric Co. 1995 Proxy Statement dated
December 14, 1994, Appendix A.
13 Portions of Emerson Electric Co. Annual Report to
Stockholders for the year ended September 30, 1994
incorporated by reference herein.
21 Subsidiaries of Emerson Electric Co.
23 Independent Auditors' Consent.
24 Power of Attorney.
27 Financial Data Schedule
* Management contract or compensatory plan.
B) No reports on Form 8-K were filed during the quarter ended
September 30, 1994.
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
EMERSON ELECTRIC CO.
By /s/ W. J. Galvin
-------------------
W. J. Galvin
Senior Vice President -
Finance and Chief Financial
Officer (and Principal Accounting
Officer)
Date: December 21, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below on December 21, 1994, by the
following persons on behalf of the registrant and in the capacities
indicated.
Signature Title
--------- -----
*
--------------------------------------- Chairman of the Board and
C. F. Knight Chief Executive Officer
and Director
/s/ W. J. Galvin
--------------------------------------- Senior Vice President -
W. J. Galvin Finance and Chief Financial
Officer (and Principal Accounting
Officer)
*
--------------------------------------- Director
J. J. Adorjan
*
--------------------------------------- Director
L. L. Browning, Jr.
*
--------------------------------------- Director
A. A. Busch III
*
--------------------------------------- Director
D. C. Farrell
*
--------------------------------------- Director
J. A. Frates
14
*
--------------------------------------- Director
R. B. Horton
*
--------------------------------------- Director
G. A. Lodge
*
--------------------------------------- Director
V. R. Loucks, Jr.
*
--------------------------------------- Director
R. B. Loynd
*
--------------------------------------- Director
B. A. Schriever
*
--------------------------------------- Director
R. W. Staley
*
--------------------------------------- Director
A. E. Suter
*
--------------------------------------- Director
W. M. Van Cleve
*
--------------------------------------- Director
E. E. Whitacre, Jr.
*
--------------------------------------- Director
E. F. Williams, Jr.
* By /s/ W. J. Galvin
--------------------------------
W. J. Galvin
Attorney-in-fact
15
INDEPENDENT AUDITORS' REPORT
----------------------------
The Board of Directors and Stockholders
Emerson Electric Co.:
Under date of November 1, 1994, we reported on the consolidated
balance sheets of Emerson Electric Co. and subsidiaries as of
September 30, 1994 and 1993, and the related consolidated statements
of earnings, stockholders' equity, and cash flows for each of the
years in the three-year period ended September 30, 1994, as
contained in the 1994 annual report to stockholders. These
consolidated financial statements and our report thereon are
incorporated by reference in the annual report on Form 10-K for the
year 1994. In connection with our audits of the aforementioned
consolidated financial statements, we also audited the related
consolidated financial statement schedule as listed in the
accompanying index. This financial statement schedule is the
responsibility of the Company's management. Our responsibility
is to express an opinion on this financial statement schedule
based on our audits.
In our opinion, this financial statement schedule, when considered
in relation to the basic consolidated financial statements taken as a
whole, presents fairly, in all material respects, the information set
forth therein.
St. Louis, Missouri KPMG PEAT MARWICK LLP
November 1, 1994
16
SCHEDULE I
----------
EMERSON ELECTRIC CO.
MARKETABLE SECURITIES - OTHER INVESTMENTS
AT SEPTEMBER 30, 1994
(Millions)
NAME OF ISSUER
AND TITLE NUMBER OF COST OF
OF ISSUE SHARES ISSUE MARKET VALUE NET BOOK VALUE
--------------- -------- ------- ------------ --------------
Astec (BSR) PLC
common stock 150.5 $127.4 $199.3 $124.1
Other Equity Investments 285.9
------
Total Equity Investments included in Other Assets
at September 30, 1994 $410.0
======
17
INDEX TO EXHIBITS
-----------------
Exhibits are listed by numbers corresponding to the Exhibit Table of
Item 601 in Regulation S-K.
Exhibit No. Exhibit
----------- -------
3(b) Bylaws, as amended through May 3, 1994
10(k) Deferred Compensation Plan for Non-Employee Directors,
as amended
13 Portions of Annual Report to Stockholders for
the year ended September 30, 1994, incorporated
by reference herein
21 Subsidiaries of Emerson Electric Co.
23 Independent Auditors' Consent
24 Power of Attorney
27 Financial Data Schedule
See Item 14(A)(3) for a list of exhibits incorporated by reference.
18
EX-3
2
BYLAWS, AS AMENDED MAY 3, 1994
Exhibit 3(b)
EMERSON ELECTRIC CO.
--------------------
BYLAWS
------
As Amended through May 3, 1994
EMERSON ELECTRIC CO.
BYLAWS
INDEX
Page
ARTICLE I - OFFICES; DEFINITIONS
Section 1. Registered Office . . . . . . . . . . . . 1
Section 2. Other Offices . . . . . . . . . . . . . . 1
Section 3. Definitions . . . . . . . . . . . . . . . 1
ARTICLE II - MEETINGS OF SHAREHOLDERS
Section 1. Place of Meetings . . . . . . . . . . . . 1
Section 2. Annual Meeting. . . . . . . . . . . . . . 2
Section 3. Special Meetings. . . . . . . . . . . . . 2
Section 4. Notice of Meetings. . . . . . . . . . . . 3
Section 5. List of Shareholders Entitled to Vote . . 3
Section 6. Quorum. . . . . . . . . . . . . . . . . . 4
Section 7. Requisite Vote. . . . . . . . . . . . . . 5
Section 8. Voting. . . . . . . . . . . . . . . . . . 6
Section 9. Notice of Shareholder Business at Annual
Meetings. . . . . . . . . . . . . . 6
ARTICLE III - DIRECTORS
Section 1. Number; Classification; Nominations;
Election; Term of Office . . . . . . . 9
Section 2. Filling of Vacancies. . . . . . . . . . . 13
Section 3. Qualifications. . . . . . . . . . . . . . 13
Section 4. Removal . . . . . . . . . . . . . . . . . 14
Section 5. General Powers. . . . . . . . . . . . . . 14
Section 6. Place of Meetings . . . . . . . . . . . . 15
Section 7. Regular Annual Meeting. . . . . . . . . . 15
Section 8. Additional Regular Meetings . . . . . . . 15
Section 9. Special Meetings. . . . . . . . . . . . . 16
Section 10. Place of Meetings . . . . . . . . . . . . 17
Section 11. Notices . . . . . . . . . . . . . . . . . 17
Section 12. Quorum. . . . . . . . . . . . . . . . . . 17
Section 13. Compensation of Directors . . . . . . . . 18
Section 14. Executive Committee . . . . . . . . . . . 18
Section 15. Finance Committee . . . . . . . . . . . . 19
Section 16. Other Committees of the Board . . . . . . 19
Section 17. Committees - General Rules. . . . . . . . 20
Section 18. Director Emeritus and Advisory Directors. 20
i
ARTICLE IV - NOTICES Page
Section 1. Service of Notices. . . . . . . . . . . . 21
Section 2. Waiver of Notices . . . . . . . . . . . . 22
ARTICLE V - OFFICERS
Section 1. Titles. . . . . . . . . . . . . . . . . . 22
Section 2. Election. . . . . . . . . . . . . . . . . 23
Section 3. Term. . . . . . . . . . . . . . . . . . . 24
Section 4. Chairman of the Board . . . . . . . . . . 24
Section 5. President . . . . . . . . . . . . . . . . 25
Section 6. Vice Chairmen of the Board. . . . . . . . 25
Section 7. Vice Presidents . . . . . . . . . . . . . 25
Section 8. Secretary and Assistant Secretaries . . . 26
Section 9. Treasurer and Assistant Treasurers. . . . 26
Section 10. Controller and Assistant Controllers. . . 27
Section 11. Appointed Officers. . . . . . . . . . . . 28
ARTICLE VI - CERTIFICATES OF SHARES
Section 1. Certificates. . . . . . . . . . . . . . . 29
Section 2. Signatures on Certificates. . . . . . . . 29
Section 3. Transfer Agents and Registrars;
Facsimile Signatures . . . . . . . . . 29
Section 4. Lost Certificates . . . . . . . . . . . . 30
Section 5. Transfer of Shares. . . . . . . . . . . . 31
Section 6. Registered Shareholders . . . . . . . . . 31
Section 7. Interested Shareholders . . . . . . . . . 31
ARTICLE VII - INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND AGENTS
Section 1. Actions Involving Directors, Officers
or Employees . . . . . . . . . . . . 32
Section 2. Actions Involving Agents. . . . . . . . . 33
Section 3. Determination of Right to Indemnification
in Certain Instances . . . . . . . . 34
Section 4. Advance Payment of Expenses . . . . . . . 35
Section 5. Successful Defense. . . . . . . . . . . . 36
Section 6. Not Exclusive Right . . . . . . . . . . . 36
Section 7. Insurance . . . . . . . . . . . . . . . . 37
Section 8. Subsidiaries of Corporation . . . . . . . 38
Section 9. Spousal Indemnification . . . . . . . . . 39
ii
ARTICLE VIII - GENERAL PROVISIONS Page
Section 1. Dividends . . . . . . . . . . . . . . . . 40
Section 2. Checks. . . . . . . . . . . . . . . . . . 40
Section 3. Fiscal Year . . . . . . . . . . . . . . . 40
Section 4. Seal. . . . . . . . . . . . . . . . . . . 40
Section 5. Closing of Transfer Books and Fixing of
Record Dates . . . . . . . . . . . . . 41
ARTICLE IX - AMENDMENTS
Section 1. . . . . . . . . . . . . . . . . . . . . . 42
iii
EMERSON ELECTRIC CO.
* * * * *
BYLAWS
* * * * *
ARTICLE I
OFFICES; DEFINITIONS
Section 1. Registered Office. The registered office
of Emerson Electric Co. (the "Corporation") shall be located
in the County of St. Louis, State of Missouri.
Section 2. Other Offices. The Corporation may also
have offices at such other places both within and without the
State of Missouri as the Board may, from time to time,
determine of the business of the Corporation may require.
Section 3. Definitions. Unless the context otherwise
requires, defined terms herein shall have the meaning ascribed
thereto in the Articles of Incorporation (the "Articles").
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. Place of Meeting. All meetings of the
shareholders shall be held at such place within or without the
State of Missouri as may be, from time to time, fixed or
1
determined by the Board.
Section 2. Annual Meeting. The annual meeting of the
shareholders shall be held on the first Tuesday in February of
each year if not a legal holiday, or, if a legal holiday, then
on the next business day following, at such hour as may be
specified in the notice of the meeting; provided, however,
that the day fixed for such meeting in any year may be changed
by resolution of the Board to such other day in February,
March, April, May or June not a legal holiday as the Board may
deem desirable or appropriate. At the annual meeting the
shareholders shall elect Directors in accordance with Article
5 of the Articles of Incorporation and Article III of these
Bylaws, and shall transact such other business as may properly
be brought before the meeting. If no other place for the
annual meeting is determined by the Board of Directors and
specified in the notice of such meeting, the annual meeting
shall be held at the principal offices of the Corporation at
8000 West Florissant Avenue, St. Louis, Missouri.
Section 3. Special Meetings.
(a) Unless otherwise limited by statute
or by the Articles, special meetings of the shareholders, for any
2
purpose or purposes, may be called at any time by the Chairman
of the Board, any Vice Chairman of the Board, the President,
the Secretary, or a majority of the Board.
(b) A special meeting may also be called
by the holders of not less than 85% of all of the outstanding
shares entitled to vote at such meeting, upon written request
delivered to the Secretary of the Corporation. Such request
shall state the purpose or purposes of the proposed meeting.
Upon receipt of any such request, it shall be the duty of the
Secretary to call a special meeting of the shareholders to be
held at any time, not less than (10) nor more than seventy
(70) days thereafter, as the Secretary may fix. If the
Secretary shall neglect to issue such call, the person or
persons making the request may issue the call.
Section 4. Notice of Meetings. Written notice of
every meeting of the shareholders, specifying the place, date
and hour of the meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is
called shall be delivered or mailed, postage prepaid, by or
at the direction of the Secretary, not less than ten (10) nor
more than seventy (70) days before the date of the meeting to
each shareholder of record entitled to vote at such meeting.
Section 5. List of Shareholders Entitled to Vote. At
3
least ten (10) days before each meeting of the shareholders,
a complete list of the shareholders entitled to vote at such
meeting shall be prepared and arranged in alphabetical order
with the address of each shareholder and the number of shares
held by each, which list, for a period of ten (10) days prior
to such meeting, shall be kept on file at the registered
office of the Corporation and shall be subject to inspection
by any shareholder at any time during usual business hours.
Such list shall also be produced and kept open at the time and
place of the meeting, and shall be subject to the inspection
of any shareholder during the whole time of the meeting. The
original share ledger or transfer book, or a duplicate thereof
kept in the State of Missouri, shall be prima facie evidence
as to who are the shareholders entitled to examine such list
or share ledger or transfer book or to vote at any meeting of
the shareholders. Failure to comply with the above
requirements in respect of lists of shareholders shall not
affect the validity of any action taken at such meeting.
Section 6. Quorum. The holders of a majority of the
issued and outstanding shares entitled to vote, present in
person or represented by proxy, shall be requisite and shall
constitute a quorum at all meetings of the shareholders for
the transaction of business, except as otherwise provided by
4
law, the Articles or by these Bylaws. The shareholders
present at a meeting at which a quorum is present may continue
to transact business until adjournment, notwithstanding the
withdrawal of such number of shareholders as to reduce the
remaining shareholder to less than a quorum. Whether or not
a quorum is present, the chairman of the meeting or a majority
of the shareholders entitled to vote thereat, present in
person or by proxy, shall have power, except as otherwise
provided by statute, successively to adjourn the meeting to
such time and place as they may determine, to a date not
longer than ninety (90) days after each such adjournment, and
no notice of any such adjournment need be given to
shareholders other than the announcement of the adjournment at
the meeting. At any adjourned meeting at which a quorum shall
be present or represented, any business may be transacted
which might have been transacted at the meeting as originally
called.
Section 7. Requisite Vote. When a quorum is present
or represented at any meeting, the vote of the holders of a
majority of the shares entitled to vote which are present in
person or represented by proxy shall decide any questions
brought before such meeting, unless the question is one upon
which, by express provision of law, the Articles or by these
5
Bylaws, a different vote is required, in which case such
express provisions shall govern and control the decision of
such question.
Section 8. Voting. Each shareholder shall, at every
meeting of the shareholders, be entitled to one vote in person
or by proxy for each share having voting power held by such
shareholder, but no proxy shall be voted after eleven (11)
months from the date of its execution unless otherwise
provided in the proxy. In each election for Directors, no
shareholder shall be entitled to vote cumulatively or to
cumulate his votes.
Section 9. Notice of Shareholder Business at Annual
Meetings. At any annual meeting of shareholders, only such
business shall be conducted as shall have been properly
brought before the meeting. In addition to any other
requirements imposed by or pursuant to law, the Articles or
these Bylaws, each item of business to be properly brought
before an annual meeting must (a) be specified in the notice
of meeting (or any supplement thereto) given by or at the
direction of the Board or the persons calling the meeting
pursuant to the Articles; (b) be otherwise properly brought
before the meeting by or at the direction of the Board; or
(c) be otherwise properly brought before the meeting by a
6
shareholder. For business to be properly brought before an
annual meeting by a shareholder, the shareholder must have
given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive
offices of the Corporation not less than 60 days nor more than
90 days prior to the annual meeting; provided, however, that
in the event less than 70 days' notice or prior public
disclosure of the date of the annual meeting is given or made
to shareholders, notice by the shareholder to be timely must
be so received not later than the close of business on the
10th day following the day on which such notice of the date of
the annual meeting was mailed or such public disclosure was
made. For purposes of these Bylaws "public disclosure" shall
mean disclosure in a press release reported by the Dow Jones,
Associated Press, Reuters or comparable national news service,
or in a document publicly filed by the Corporation with the
Securities and Exchange Commission pursuant to Sections 13, 14
or 15(d) of the Securities Exchange Act of 1934, as amended
(the "1934 Act"). A shareholder's notice to the Secretary
shall set forth as to each matter he or she proposes to bring
before the annual meeting (a) a brief description of the
business desired to be brought before the meeting and the
7
reasons for conducting such business at the annual meeting,
(b) the name and address, as they appear on the Corporation's
books, of the shareholder(s) proposing such business, (c) the
class and number of shares of the Corporation which are
beneficially owned by the proposing shareholder(s), and (d)
any material interest of the proposing shareholder(s) in such
business. Notwithstanding anything in these Bylaws to the
contrary, but subject to Article III, Section 1(c) hereof, no
business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this Section. The
Chairman of the annual meeting shall, if the facts warrant,
determine and declare to the annual meeting that business was
not properly brought before the annual meeting in accordance
with the provisions of this Section; and if he or she should
so determine, shall so declare to the meeting and any such
business not properly brought before the annual meeting shall
not be transacted. The Chairman of the meeting shall have
absolute authority to decide questions of compliance with the
foregoing procedures, and his or her ruling thereon shall be
final and conclusive.
8
ARTICLE III
DIRECTORS
Section 1. Number; Classification; Nominations;
Election; Term of Office.
(a) The Board shall consist of such number
of Directors as the Board may from time to time determine,
provided that in no event shall the number of Directors be
less than three (3), and provided further that no reduction in
the number of Directors shall have the effect of shortening
the term of any incumbent Director. In addition, the Board
may, from time to time, appoint such number of "Advisory
Directors" and "Directors Emeritus" as it may deem advisable.
(b) The Board of Directors (herein the
"Board") shall be divided into three classes, as nearly equal
in number as possible. In the event of any increase in the
number of Directors, the additional Director(s) shall be added
to such class(es) as may be necessary so that all classes
shall be as nearly equal in number as possible. In the event
of any decrease in the number of Directors, all classes of
Directors shall be decreased as nearly equally as may be
possible. Subject to the foregoing, the Board shall determine
the class(es) to which any additional Director(s) shall be
9
added and the class(es) which shall be decreased in the event
of any decrease in the number of Directors.
At each annual meeting of shareholders the
successors to the class of Directors whose term shall then
expire shall be elected for a term expiring at the third
succeeding annual meeting after such election.
(c) In addition to the qualifications set
out in Section 3 of this Article III, in order to be qualified
for election as a Director, persons must be nominated in
accordance with the following procedure:
Nominations of persons for election to the
Board of the Corporation may be made at a meeting of
shareholders by or at the direction of the Board or by any
shareholder of the Corporation entitled to vote for the
election of Directors at the meeting who complies with the
procedures set forth in this Section 1(c). In order for
persons nominated to the Board, other than those persons
nominated by or at the direction of the Board, to be qualified
to serve on the Board, such nominations shall be made pursuant
to timely notice in writing to the Secretary of the
Corporation. To be timely, a shareholder's notice shall be
delivered to or mailed and received by the Secretary of the
10
Corporation not less than 60 days nor more than 90 days prior
to the meeting; provided, however, that in the event less than
70 days' notice or prior public disclosure of the date of the
meeting is given or made to shareholders, notice by the
shareholder to be timely must be so received not later than
the close of business on the 10th day following the day on
which such notice of the date of the meeting was mailed or
such public disclosure was made. Such shareholder's notice
shall set forth (i) as to each person whom the shareholder
proposes to nominate for election or re-election as a
Director, (A) the name, age, business address and residence
address of such person, (B) the principal occupation or
employment of such person, (C) the class and number of shares
of the Corporation which are beneficially owned by such
person, (D) any other information relating to such person that
is required to be disclosed in solicitations of proxies for
election of Directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act
of 1934, as amended, (including without limitation such
person's written consent to being named in the proxy statement
as a nominee and to serving as a Director if elected) and (E)
if the shareholder(s) making the nomination is an Interested
11
Person, details of any relationship, agreement or
understanding between the shareholder(s) and the nominee; and
(ii) as to the shareholder(s) making the nomination (A) the
name and address, as they appear on the Corporation's books,
of such shareholder(s) and (B) the class and number of shares
of the Corporation which are beneficially owned by such
shareholder(s). At the request of the Board, any person
nominated by the Board for election as a Director shall
furnish to the Secretary of the Corporation that information
required to be set forth in a shareholder's notice of
nomination which pertains to the nominee. No person shall be
qualified for election as a Director of the Corporation unless
nominated in accordance with the procedures set forth in this
Section 1(c). The Chairman of a meeting shall, if the facts
warrant, determine and declare to the meeting that a
nomination was not made in accordance with the procedures
prescribed by the Bylaws, and if he or she should so
determine, shall so declare to the meeting, and the defective
nomination shall be disregarded. The Chairman of a meeting
shall have absolute authority to decide questions of
compliance with the foregoing procedures, and his or her
ruling thereon shall be final and conclusive.
(d) Directors shall be elected at annual
12
meetings of the shareholders, except as provided in Section 2
of this Article III, and each Director shall hold office until
his or her successor is elected and qualified.
Section 2. Filling of Vacancies. Vacancies and newly
created directorships resulting from any increase in the
authorized number of Directors shall be filled only by a
majority of the remaining Directors, though less than a
quorum, and each person so elected shall be a Director until
his or her successor is elected by the shareholders, who may
make such election at the next annual meeting of the
shareholders at which Directors are elected or at any special
meeting of shareholders duly called for that purpose and held
prior thereto.
Section 3. Qualifications. Directors must be
nominated in accordance with the procedure set out in Section
1(c) of this Article III. Directors need not be shareholders.
No person shall be eligible for election as a Director,
either under Section 1 or Section 2 of this Article III, if
such person's seventy-second (72d) birthday shall fall on a
date prior to the commencement of the Term for which such
Director is to be elected or appointed; provided, however,
that this limitation shall not apply to persons who were
Directors of the Corporation on April 4, 1967. No person
13
shall be qualified to be elected and to hold office as a Director
if such person is determined by a majority of the whole Board to
have acted in a manner contrary to the best interests of the
Corporation, including, but not limited to, violation of
either State or Federal law, maintenance of interests not
properly authorized and in conflict with the interests of the
Corporation, or breach of any agreement between such Director
and the Corporation relating to such Director's services as a
Director, employee or agent of the Corporation.
Section 4. Removal. By action of a majority of the
whole Board, any Director may be removed from office for cause
if such Director shall at the time of such removal fail to
meet the qualifications for election as a Director as set
forth under Article III, Section 3 hereof. Notice of the
proposed removal shall be given to all Directors of the
Corporation prior to action thereon. Directors may be
otherwise removed only in the manner prescribed in the
Articles.
Section 5. General Powers. The property and business
of the Corporation shall be controlled and managed by its
Board of Directors which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not,
14
by law, the Articles or by these Bylaws, directed or required
to be exercised and done by the shareholders or the Continuing
Directors.
Section 6. Place of Meetings. The Board may hold
meetings, both regular and special, either within or without
the State of Missouri.
Section 7. Regular Annual Meeting. A regular annual
meeting of the Board, including newly elected Directors, shall
be held immediately following the annual meeting of the
shareholders and shall be held at the principal offices of the
Corporation at 8000 West Florissant Avenue, St. Louis,
Missouri, unless another time or place shall be fixed therefor
by the Directors. No notice of such meeting shall be
necessary to the Directors in order, legally, to constitute
the meeting, provided a majority of the whole Board shall be
present. In the event such annual meeting of the Board is not
held at the time and place specified herein, or at such other
time and place as may be fixed by the Directors, the meeting
may be held at such time and place as shall be specified in a
notice given as hereinafter provided for meetings of the
Board, or as shall be specified in a written waiver signed by
all of the Directors.
Section 8. Additional Regular Meetings. Additional
15
regular meetings of the Board shall be held once each month
on the first Tuesday thereof, or on such other day thereof as the
Board may, by resolution, prescribe, and at such hour of such
day as shall be stated in the notice of the meeting; provided
that the Chairman, in his or her discretion, may dispense with
any one or more of such meetings, by having notice of the
intention so to do given, by letter or telegram, to each
Director not less than ten (10) days prior to the regularly
scheduled date of each meeting so to be dispensed with. If
the first Tuesday of any month shall be a legal holiday, the
regular meeting for such month shall be held on the Thursday
following, and if the Monday preceding the first Tuesday of
any month shall be a legal holiday, the regular meeting for
such month shall be held on the Wednesday following, in each
case unless the Board shall otherwise prescribe by resolution.
Notice of any regular meeting shall be given to each Director
at least forty-eight (48) hours in advance thereof, either
personally, by mail or by telegram.
Section 9. Special Meetings. Special meetings of the
Board may be called by the Chairman, any Vice Chairman, the
President, any Vice President or the Secretary, on notice
given personally, by mail, by telephone, by telegram or by
facsimile to each Director given twenty-four (24) hours in
16
advance of such meeting. Special meetings shall be called by
the Chairman, any Vice Chairman, the President or Secretary
in like manner and on like notice on the written request of
any two Directors.
Section 10. Place of Meetings. Special meetings and
regular meetings of the Board, other than the regular annual
meeting, shall be held at such place within the City or County
of St. Louis, Missouri, as may be specified in the notice of
such meeting; provided that any meeting may be held elsewhere,
within or without the State of Missouri, pursuant to
resolution of the Board or pursuant to the call of the
Chairman, any Vice Chairman or the President. Members of the
Board and its Committees may participate in meetings by means
of conference telephone or similar communications equipment
whereby all persons participating in the meeting can hear each
other, and such participation shall constitute presence at the
meeting.
Section 11. Notices. Notice of any meeting may be
given by the Chairman, any Vice Chairman, the President, any
Vice President or the Secretary and shall specify the time and
place of the meeting.
Section 12. Quorum. At all meetings of the Board a
majority of Directors in office (the "whole Board") shall be
17
necessary to constitute a quorum for the transaction of
business, and the acts of a majority of the Directors present
at a meeting at which a quorum is present shall be the acts
of the Board, except as otherwise may be specifically provided
by law or by the Articles. If a quorum shall not be present
at any meeting of the Board, the Directors present thereat may
adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be
present. So long as the whole Board shall consist of sixteen
(16) or more members, a Director who may be disqualified, by
reason of personal interest, from voting on any particular
matter before a meeting of the Board may nevertheless be
counted for the purpose of constituting a quorum of the Board.
Section 13. Compensation of Directors. Directors, as
such, shall receive for their services such compensation as
may be fixed, from time to time, by resolution of the Board,
together with a stipend for attendance, and expenses of
attendance, if any, for each meeting of the Board or meetings
of any committee on which the Directors may serve; provided
that nothing herein contained shall be construed to preclude
any Director from serving the Corporation in any other
capacity and receiving compensation therefor.
Section 14. Executive Committee. The Board may, by
18
resolution passed by a majority of the whole Board, designate
two or more of its number to constitute an Executive Committee
which, to the extent provided in such resolution, shall have
and exercise the authority of the Board in the management and
business of the Corporation.
Section 15. Finance Committee. The Board may, by
resolution passed by a majority of the whole Board, designate
two or more of its number, one of whom shall be the Committee
Chairman, as the Finance Committee of the Board, which to the
extent provided in such resolution shall have and exercise the
authority of the Board in the management and business of the
Corporation. The Committee shall study and consider financial
matters affecting the operations of the Corporation, including
its long range financial requirements, shall advise the Board
in respect thereto, and shall have such other duties as shall
be specified by resolution of the Board.
Section 16. Other Committees of the Board. The Board
may, by resolution passed by a majority of the whole Board,
designate two or more of its members to constitute such other
Committees of the Board as the Board by such resolution or
resolutions may determine. To the extent provided in such
resolution or resolutions, such Committees shall have and
19
exercise the authority of the Board in the management and
business of the Corporation.
Section 17. Committees-General Rules. Each Committee
of the Board shall keep regular minutes of its proceedings and
report the same to the Board when required. Vacancies in the
membership of each Committee shall be filled by the Board at
any regular or special meeting of the Board. A Director who
may be disqualified, by reason of personal interest, from
voting on any particular matter before a meeting of a
Committee may nevertheless be counted for the purpose of
constituting a quorum of the Committee. At all meetings of a
Committee, a majority of the Committee members then in office
shall constitute a quorum for the purpose of transacting
business, and the acts of a majority of the Committee members
present at any meeting at which there is a quorum shall be the
acts of the Committee.
Section 18. Directors Emeritus and Advisory Directors.
The Board may from time to time create one or more positions
of Director Emeritus and Advisory Director, and may fill such
position or positions for such term as the Board deems proper.
Each Director Emeritus and Advisory Director shall have the
privilege of attending meetings of the Board but shall do so
solely as an observer. Notice of such meetings to a Director
20
Emeritus or Advisory Director shall not be required under any
applicable law, the Articles, or these Bylaws. Each Director
Emeritus and Advisory Director shall be entitled to receive
such compensation as may be fixed from time to time by the
Board. No Director Emeritus or Advisory Director shall be
entitled to vote on any business coming before the Board, nor
shall they be counted as members of the Board for the purpose
of determining the number of Directors necessary to constitute
a quorum, for the purpose of determining whether a quorum is
present, or for any other purpose whatsoever. In the case of
a Director Emeritus or Advisory Director, the occurrence of
any event which in the case of a Director would create a
vacancy on the Board, shall be deemed to create a vacancy in
such position; but the Board may declare the position
terminated until such time as the Board shall again deem it
proper to create and to fill the position.
ARTICLE IV
NOTICES
Section 1. Service of Notice. Notices to Directors and
shareholders shall be in writing and delivered personally or
mailed or sent by telegram, telex or facsimile transmission to
the Directors or shareholders at their addresses appearing on
the books of the Corporation, except that notice to Directors
21
of a special meeting of the Board may be given orally. Notice
by mail shall be deemed to be given at the time when the same
shall be mailed; notice by telegram when such notice is
delivered to the telegraph company; notice by facsimile
transmission when transmitted.
Section 2. Waiver of Notices. Whenever any notice is
required to be given under the provisions of law, the
Articles, or of these Bylaws, a waiver thereof in writing,
signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be
deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 1. Titles. The Officers of the Corporation
shall be chosen by the Board of Directors and shall be a
Chairman of the Board (herein the "Chairman"), a President,
at least one Vice President, a Secretary and a Treasurer. The
Board may also elect one or more Vice Chairmen of the Board
(herein "Vice Chairmen"), additional Vice Presidents, a
Controller, one or more Assistant Controllers, and such other
officers as the Board may deem appropriate. Any two of the
aforesaid offices, except those of President and Vice
President or President and Secretary, may be held by the same
22
person. Vice Presidents of the Corporation may be given
distinctive designations such as Executive Vice President,
Group Vice President, Senior Vice President and the like.
Section 2. Election. The Board, at its annual meeting
immediately following each annual meeting of the shareholders,
shall elect a Chairman and a President, and may elect one or
more Vice Chairmen, all of whom shall be Directors or Advisory
Directors; and the Board shall also at such annual meeting
elect one or more Vice Presidents, a Secretary and a
Treasurer, who may, but need not, be Directors or Advisory
Directors. The Board may elect such other officers and agents
as it shall determine necessary who shall hold their offices
for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board.
In connection with the election of any officer of the
Corporation, the Board may determine that such officer, in
addition to the title of the office to which he is elected,
shall have a further title such as Chief Administrative
Officer, Chief Operating Officer or such other title as the
Board may designate, and the Board may prescribe powers to be
exercised and duties to be performed by any such officer to
whom any such additional title of office is given in addition
23
to those powers and duties provided for by these Bylaws for
such office.
Section 3. Term. The officers of the Corporation
shall hold office until their respective successors are
elected and qualify. Any officer elected or appointed by the
Board may be removed by the Board at any time with or without
cause by the affirmative vote of a majority of the whole
Board. Any vacancy occurring in any such office may be filled
only by the Board.
Section 4. Chairman of the Board. The Chairman shall
be the Chief Executive Officer of the Corporation. In
addition to his or her duties as Chairman and Chief Executive
Officer, the Chairman shall be responsible for the general and
active management of the business and affairs of the
Corporation, subject only to the control of the Board; shall
have full authority in respect to the signing and execution
of deeds, bonds, mortgages, contracts and other instruments
of the Corporation; and, in the absence or disability of a
Vice Chairman or the President, shall exercise all of the
powers and discharge all of the duties of such Vice Chairman
or the President. The Chairman shall also be, ex officio, a
member of all standing Board Committees, shall preside at all
24
meetings of shareholders and Directors, and shall perform such
other duties as the Board may prescribe.
Section 5. President. The President shall be an
executive Officer of the Corporation, shall preside at all
meetings of the shareholders and Directors in the absence of
the Chairman and the Senior Vice Chairman, and shall perform
such other duties as the Chairman or the Board shall
prescribe. The President shall have equal authority with the
Chairman and the Vice Chairmen, if any, to sign and execute
deeds, bonds, mortgages, contracts and other instruments of
the Corporation.
Section 6. Vice Chairmen of the Board. Vice Chairmen,
if any, may but need not be executive officers of the
Corporation. The Vice Chairmen shall perform such other
duties, and have such other powers as the Chairman or the
Board may, from time to time, prescribe. Each Vice Chairman
shall have equal authority with the Chairman and the President
with respect to the signing and execution of deeds, bonds,
mortgages, contracts and other instruments of the Corporation.
Section 7. Vice Presidents. The Vice President, or if
there shall be more than one, the Vice Presidents shall, in
the absence or disability of the Chairman, the President and
all Vice Chairmen, perform the duties and exercise the powers
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of the President. Each Vice President shall perform such
other duties and have such other powers as the Chairman and
the Board may, from time to time, prescribe.
Section 8. Secretary and Assistant Secretaries. The
Secretary shall attend all meetings of the Board and all
meetings of the shareholders and record all the proceedings
of the meetings of the Corporation and of the Board in books
to be kept for that purpose, shall perform like duties for
Committees of the Board when required, and shall perform such
other duties as may be prescribed by the Board, the Chairman,
any Vice Chairman, or the President. The Secretary shall keep
in safe custody the seal of the Corporation and affix the same
to any instrument requiring it, and, when so affixed, it shall
be attested by his or her signature or by the signature of an
Assistant Secretary. The Assistant Secretary, or, if there be
more than one, the Assistant Secretaries, in the order
determined by the Board, shall, in the absence or disability
of the Secretary, perform the duties and exercise the powers
of the Secretary and shall perform such other duties and have
such other powers as the Board may, from time to time,
prescribe.
Section 9. Treasurer and Assistant Treasurers. The
Treasurer shall have charge of the funds of the Corporation;
26
shall keep the same in depositories designated by the Board
or by officers of the Corporation authorized by the Board to
make such designation; shall cause said funds to be disbursed
upon checks, drafts, bills of exchange or orders for the
payment of money signed in such manner as the Board or
authorized officers of the Corporation may, from time to time,
direct; shall perform such other duties as directed by the
Board, the Chairman or other senior officers; and, if
required by the Board, shall give bond for the faithful
performance of his or her duties in such form and amount as
may be determined by the Board. The Assistant Treasurer, or,
if there be more than one, the Assistant Treasurers, in the
order determined by the Board, shall, in the absence or
disability of the Treasurer, perform the duties and exercise
the powers of the Treasurer, and shall have such other duties
and powers as the Board may prescribe.
Section 10. Controller and Assistant Controllers. The
Controller, if one is elected by the Board, shall have charge
of the accounting records of the Corporation; shall keep full
and accurate accounts of all receipts and disbursements in
books and records belonging to the Corporation; shall
maintain appropriate internal control and auditing of the
Corporation; and shall perform such other duties as directed
27
by the Board, the Chairman or other senior officers. The
Assistant Controller or, if there be more than one, the
Assistant Controllers, in the order determined by the Board,
shall, in the absence or disability of the Controller, perform
the duties and exercise the powers of the Controller and shall
have such other duties and powers as the Board may prescribe.
Section 11. Appointed Officers. In addition to the
corporate officers elected by the Board as hereinabove in this
Article V provided, the Chairman may, from time to time,
appoint one or more other persons as appointed officers who
shall not be deemed to be corporate officers, but may,
respectively, be designated with such titles as the Chairman
may deem appropriate. The Chairman may prescribe the powers
to be exercised and the duties to be performed by each such
appointed officer, may designate the term for which each such
appointment is made, and may, from time to time, terminate any
or all of such appointments with or without cause. Such
appointments and termination of appointments shall be reported
periodically to the Board.
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ARTICLE VI
CERTIFICATES OF SHARES
Section 1. Certificates. The certificates of shares
of the Corporation shall be numbered and registered in a share
register as they are issued. They shall exhibit the name of
the registered holder and the number and class of shares and
the series, if any, represented thereby and the par value of
each share or a statement that such shares are without par
value as the case may be.
Section 2. Signatures on Certificates. Every share
certificate shall be signed by the Chairman of the Board, the
President or a Vice President; and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant
Treasurer; and shall be sealed with the Corporation's seal
which may be facsimile, engraved or printed.
Section 3. Transfer Agents and Registrars; Facsimile
Signatures. The Board may appoint one or more transfer agents
or transfer clerks and one or more registrars and may require
all certificates for shares to bear the signature or
signatures of any of them. Where a certificate is signed (a)
by a transfer agent or an assistant or co-transfer agent, or
(b) by a transfer clerk or (c) by a registrar or co-registrar,
the signature of any officer thereon may be facsimile. Where
29
a certificate is signed by a registrar or co-registrar the
certificate of any transfer agent or co-transfer agent thereon
may be by facsimile signature of the authorized signatory of
such transfer agent or co-transfer agent. In case any officer
or officers of the Corporation who have signed, or whose
facsimile signature or signatures have been used on, any such
certificate or certificates shall cease to be such officer or
officers, whether because of death, resignation or otherwise,
before such certificate or certificates have been delivered by
the Corporation, such certificate or certificates may,
nevertheless, be issued and delivered as though the person or
persons who signed such certificate or certificates or whose
facsimile signature or signatures have been used thereon had
not ceased to be such officer or officers of the Corporation.
Section 4. Lost Certificates. In case of loss or
destruction of any certificate of stock or other security of
the Corporation, another may be issued in its place upon
satisfactory proof of such loss or destruction and upon the
giving of a satisfactory bond of indemnity to the Corporation
and to the transfer agents and registrars, if any, of such
stock or other security, in such sum as the Board may provide.
The Board may delegate to any officer or officers of the
Corporation the authorization of the issue of such new
30
certificate or certificates and the approval of the form and
amount of such indemnity bond and the surety thereon.
Section 5. Transfer of Shares. Upon surrender to the
Corporation or a transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer,
the Corporation may issue a new certificate to the person
entitled thereto, cancel the old certificate and record the
transaction upon its books.
Section 6. Registered Shareholders. The Corporation
and its transfer agents shall be entitled to treat the holder
of record of any share or shares as the holder in fact thereof
and shall not be bound to recognize any equitable or other
claims to, or interest in, such shares on the part of any
other person and shall not be liable for any registration or
transfer of shares which are registered, or to be registered,
in the name of a fiduciary or the nominee of a fiduciary
unless made with actual knowledge that a fiduciary, or nominee
of a fiduciary, is committing a breach of trust in requesting
such registration or transfer, or with knowledge of such facts
that its participation therein amounts to bad faith.
Section 7. Interested Shareholders. The provisions of
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these Bylaws, including without limitation the provisions of
this Article VI as they apply to any Interested Person or
shares beneficially owned by such Interested Person, are
subject to the provisions of Article 9 of the Articles.
ARTICLE VII
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
Section 1. Actions Involving Directors, Officers or
Employees. The Corporation shall indemnify any person who was
or is a party (other than a party plaintiff suing on his own
behalf or in the right of the Corporation), or who is
threatened to be made such a party, to any threatened, pending
or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including, but not
limited to, an action by or in the right of the Corporation)
by reason of the fact that he or she is or was a Director,
officer or employee of the Corporation, or is or was serving
at the request of the Corporation as a director, officer or
employee of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in
32
connection with such action, suit or proceeding; provided,
that no such person shall be indemnified (a) except to the
extent that the aggregate of losses to be indemnified under
the provisions of this Article VII exceeds the amount of such
losses for which the Director, officer or employee is insured
pursuant to any directors and officers liability insurance
policy maintained by the Corporation; (b) in respect to
remuneration paid to such person if it shall be finally
adjudged that such remuneration was in violation of law;
(c) on account of any suit in which judgment is rendered
against such person for an accounting of profits made from the
purchase or sale by such person of securities of the
Corporation pursuant to the provisions of Section 16(b) of the
1934 Act and amendments thereto or similar provisions of any
federal, state or local statutory law; (d) on account of such
person's conduct which is finally adjudged to have been
knowingly fraudulent, deliberately dishonest or willful
misconduct; and (e) if it shall be finally adjudged that such
indemnification is not lawful.
Section 2. Actions Involving Agents. The Corporation
may indemnify any person who was or is a party (other than a
party plaintiff suing on his own behalf or in the right of the
Corporation), or who is threatened to be made such a party, to
33
any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (including, but not limited to, an action by or
in the right of the Corporation) by reason of the fact that
he or she is an agent of the Corporation, or is or was serving
at the request of the Corporation as an agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such
action, suit or proceeding, all to the full extent permitted
by law.
Section 3. Determination of Right to Indemnification
in Certain Instances.
(a) Any indemnification under Section 1 of this
Article VII (unless ordered by a court) shall be made by the
Corporation unless a determination is reasonably and promptly
made that indemnification of the director, officer or employee
is not proper in the circumstances because he or she has not
satisfied the conditions set forth in such Section 1. Such
determination shall be made (1) by the Board by a majority
vote of a quorum consisting of Directors who were not parties
to such action, suit or proceeding, or (2) if such a quorum is
34
not obtainable, or, even if obtainable, a quorum of
disinterested Directors so directs, by independent legal
counsel in a written opinion, or (3) by the shareholders;
provided, that no such determination shall preclude an action
brought in an appropriate court to challenge such
determination.
(b) Any indemnification under Section 2 of this
Article VII (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a
determination that indemnification of the agent is proper in
the circumstances because he or she has met the applicable
standard of conduct set forth in such Section 2. Such
determination shall be made (1) by the Board by a majority
vote of a quorum consisting of Directors who were not parties
to such action, suit or proceeding, or (2) if such a quorum
is not obtainable, or, even if obtainable, a quorum of
disinterested Directors so directs, by independent legal
counsel in a written opinion, or (3) by the shareholders.
Section 4. Advance Payment of Expenses. Expenses
incurred by defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of the director,
35
officer, employee or agent to repay such amounts unless it
shall ultimately be determined that he or she is entitled to
be indemnified by the Corporation as authorized in this
Article.
Section 5. Successful Defense. Notwithstanding any
other provision of this Article VII, to the extent that a
director, officer, employee or agent of the Corporation has
been successful on the merits or otherwise (including the
dismissal of an action without prejudice or the settlement of
an action without admission of liability) in defense of any
action, suit or proceeding referred to in Sections 1 or 2 of
this Article VII, or in defense of any claim, issue or matter
therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred
in connection therewith.
Section 6. Not Exclusive Right. The indemnification
provided by this Article VII shall not be deemed exclusive of
any other rights to which those seeking indemnification may be
entitled under any statute, bylaw, agreement, vote of
shareholders or disinterested directors or otherwise, both as
to action in an official capacity and as to action in another
capacity while holding such office. Without limiting the
generality of the foregoing, in the event of conflict between
36
the provisions of this Article VII and the provisions of any
agreement adopted by the shareholders between the Corporation
on the one hand, and any director, officer, employee or agent
of the Corporation on the other, providing for
indemnification, the terms of such agreement shall prevail.
Any indemnification, whether required under this Bylaw or
permitted by statute or otherwise, shall continue as to a
person who has ceased to be a director, officer or employee
and shall inure to the benefit of the heirs, executors and
administrators of such person.
Section 7. Insurance. The Board shall have the power to
cause the Corporation to purchase and maintain insurance on
behalf of any person who is or was a Director, officer,
employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability
asserted against him or her and incurred by him or her in any
such capacity, arising out of his or her status as such,
whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of
this Article.
37
Section 8. Subsidiaries of Corporation. For the
purposes of this Article VII, (a) any officer, Director, or
employee of the Corporation who shall serve as an officer,
director, employee or agent of any other corporation, joint
venture, trust or other enterprise of which the Corporation,
directly or indirectly, is or was a stockholder or creditor,
or in which the Corporation is or was in any way interested,
or (b) any officer, director, or employee of any subsidiary
corporation, venture, trust or other enterprise wholly owned
by the Corporation, shall be deemed to be serving as such
director, officer, employee or agent at the request of the
Corporation, unless the Board shall determine otherwise. In
all instances where any person shall serve as a director,
officer, employee or agent of another corporation, joint
venture, trust or other enterprise of which the Corporation
is or was a stockholder or creditor, or in which it is or was
otherwise interested, if it is not otherwise established that
such person is or was serving as such director, officer,
employee or agent at the request of the Corporation, the Board
may determine whether such service is or was at the request of
the Corporation, and it shall not be necessary to show any
actual or prior request for such service.
_____________________
38
Note: The indemnification provided in the foregoing
provisions of Article VII (and related matters) was approved
by the stockholders of the Corporation on February 10, 1987.
Section 9. Spousal Indemnification. The spouse of a
person entitled to indemnification under Section 1 hereof or
who is granted indemnification under Section 2 hereof, shall
be entitled to be so indemnified; provided, that the spouse
was or is a party (other than a party plaintiff suing on his
or her own behalf or in the right of the Corporation), or was
or is threatened to be made a party, to any threatened,
pending, or completed action, suit or proceeding, whether
civil, criminal, administrative, or investigative (including,
but not limited to, an action by or in the right of the
Corporation), solely by reason of the spousal relationship to
the person entitled to indemnification under Section 1 hereof
or who is granted indemnification under Section 2 hereof.
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ARTICLE VIII
GENERAL PROVISIONS
Section 1. Dividends. Dividends upon the shares of the
Corporation, subject to the provisions of the Articles, if
any, may be declared by the Board at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in
property, or in shares of the capital stock or other
securities of the Corporation, in rights or warrants relating
thereto, or in any other form authorized by law.
Section 2. Checks. All checks or demands for money and
notes of the Corporation shall be signed by such officer or
officers or such other person or persons as the Board, or
officers authorized by the Board, may, from time to time,
designate.
Section 3. Fiscal Year. The fiscal year of the
Corporation shall commence on October 1, and close on
September 30.
Section 4. Seal. The Corporation's seal shall have
inscribed thereon the name of the Corporation, the numeral
"1890" being the year of the incorporation of the Corporation,
and the words "Corporate Seal, Missouri". The seal may be
40
used by causing it, or a facsimile thereof, to be impressed,
affixed, reproduced or otherwise.
Section 5. Closing of Transfer Books and Fixing of
Record Dates. The Board shall have power to close the share
transfer books of the Corporation for a period not exceeding
seventy (70) days preceding the date of any meeting of
shareholders, or the date for the payment of any dividend, or
the date for the allotment of rights, or the date when any
change, conversion or exchange of shares shall go into effect;
provided, however, that, in lieu of closing the share transfer
books as aforesaid, the Board may fix in advance a date, not
exceeding seventy (70) days preceding the date of any meeting
of shareholders, or the date for the payment any dividend, or
the date for the allotment of rights, or the date when any
change or conversion or exchange of shares shall go into
effect, as a record date for the determination of the
shareholders entitled to notice of, and to vote at, any such
meeting, and any adjournment thereof, or entitled to receive
payment of any such dividend, or to any such allotment of
rights, or to exercise rights in respect of any such change,
conversion or exchange of shares; and, in each such case,
such shareholders and only such shareholders as shall be
41
shareholders of record on the date of closing the share
transfer books, or on the record date so fixed, shall be
entitled to notice of, and to vote at, such meeting and any
adjournment thereof, or to receive payment of such dividend,
or to receive such allotment of rights, or to exercise such
rights, as the case may be, notwithstanding any transfer of
any shares after such date of closing of the share transfer
books or such record date fixed as aforesaid.
ARTICLE IX
AMENDMENTS
Section 1. These Bylaws may be altered, amended or
repealed solely by a majority vote of the members of the whole
Board at any regular or special meeting thereof duly called
and convened.
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