UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 2, 2004
Commission file Number 1-10585
CHURCH & DWIGHT CO., INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
Registrant’s telephone number, including area code: (609) 683-5900
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 twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act) Yes x No ¨
As of May 7, 2004, there were 41,045,472 shares of Common Stock outstanding.
TABLE OF CONTENTS
ITEM
1.
2.
3.
4.
6.
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PART I - FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(Unaudited)
Net Sales
Cost of sales
Gross Profit
Marketing expense
Selling, general and administrative expenses
Income from Operations
Equity in earnings of affiliates
Investment earnings
Other income (expense), net
Interest expense
Income before taxes and minority interest
Income taxes
Minority interest
Net Income
Retained earnings at beginning of period
Dividends paid
Retained earnings at end of period
Weighted average shares outstanding - Basic
Weighted average shares outstanding - Diluted
Earnings Per Share:
Net income per share - Basic
Net income per share - Diluted
Dividends Per Share
See Notes to Condensed Consolidated Financial Statements.
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CONDENSED CONSOLIDATED BALANCE SHEETS
Assets
Current Assets
Cash and cash equivalents
Accounts receivable, less allowances of $2,273 and $1,969
Inventories
Deferred income taxes
Note receivable - current
Prepaid expenses
Total Current Assets
Property, Plant and Equipment (Net)
Note Receivable
Equity Investment in Affiliates
Long-term Supply Contracts
Tradenames and Other Intangibles
Goodwill
Other Assets
Total Assets
Liabilities and Stockholders’ Equity
Current Liabilities
Short-term borrowings
Accounts payable and accrued expenses
Current portion of long-term debt
Income taxes payable
Total current liabilities
Long-term Debt
Deferred Income Taxes
Deferred and Other Long-term Liabilities
Postretirement and Postemployment Benefits
Minority Interest
Commitments and Contingencies
Stockholders’ Equity
Preferred Stock-$1.00 par value Authorized 2,500,000 shares, none issued
Common Stock-$1.00 par value Authorized 100,000,000 shares, issued 46,660,988 shares
Additional paid-in capital
Retained earnings
Accumulated other comprehensive (loss)
Common stock in treasury, at cost: 5,653,956 shares in 2004 and 5,874,963 shares in 2003
Total Stockholders’ Equity
Total Liabilities and Stockholders’ Equity
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
Cash Flow From Operating Activities
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization
Net gain on disposal of assets
Other
Change in assets and liabilities:
Decrease in accounts receivable
(Increase) in inventories
Decrease in prepaid expenses
(Decrease) in accounts payable
Increase in income taxes payable
Increase in other liabilities
Net Cash Provided By Operating Activities
Cash Flow From Investing Activities
Additions to property, plant and equipment
Biovance acquisition (net of cash acquired)
Proceeds from note receivable
Distributions from affiliates
Other long-term assets
Adjustment to purchase price of product lines
Proceeds from sale of fixed assets
Net Cash Used In Investing Activities
Cash Flow From Financing Activities
Long-term debt (repayment)
Short-term debt borrowing
Proceeds from stock options exercised
Payment of cash dividends
Deferred financing costs
Net Cash (Used In) Financing Activities
Net Change In Cash and Cash Equivalents
Cash And Cash Equivalents At Beginning Of Year
Cash And Cash Equivalents At End Of Period
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. The consolidated balance sheet as of April 2, 2004, the consolidated statements of income and retained earnings for the three months ended April 2, 2004 and March 28, 2003 and the consolidated statements of cash flow for the three months then ended have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flow at April 2, 2004 and for all periods presented have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2003 annual report to shareholders. The results of operations for the period ended April 2, 2004 are not necessarily indicative of the operating results for the full year.
2. Inventories consist of the following:
Raw materials and supplies
Work in process
Finished goods
3. Property, Plant and Equipment consist of the following:
Land
Buildings and improvements
Machinery and equipment
Office equipment and other assets
Software
Mineral rights
Construction in progress
Less accumulated depreciation, depletion and amortization
Net Property, Plant and Equipment
4. Earnings Per Share
Basic EPS is calculated based on income available to common shareholders and the weighted-average number of shares outstanding during the reported period. Diluted EPS includes additional dilution from potential common stock issuable pursuant to the exercise of stock options outstanding. The weighted average number of common shares outstanding used to calculate Basic EPS is reconciled to those shares used in calculating Diluted EPS as follows:
Basic
Dilutive effect of stock options
Diluted
Anti-dilutive stock options outstanding
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
5. Stock-Based Compensation
The Company accounts for costs of stock-based compensation in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”, rather than the fair-value based method in Statement of Financial Accounting Standards No. 123 (SFAS 123), “Accounting for Stock-Based Compensation”. During the first quarter of 2004, there were no stock options granted.
The Company’s pro forma net income and pro forma net income per share for the first quarter of 2004 and 2003 are as follows:
As reported
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects
Pro forma
Net Income per Share: basic
Net Income per Share: diluted
As reported.
6. Segment Information
The Company has identified its operating segments based on differences in the nature of products and organizational and ownership structures. Specifically, the Company has identified the following segments: Church & Dwight (“C&D”) Consumer, Armkel LLC (“Armkel”), C&D Specialty Products Division (“SPD”), Other Equity Affiliates (includes Armand Products Company (“Armand”) and The ArmaKleen Company (“Armakleen”)).
Segment revenues are derived from the sale of the following products:
Segment
Products
C&D Consumer
Armkel
SPD
Other Equity Affiliates
The Company has 50 percent ownership interests in Armkel, Armand and Armakleen. Since the Company does not control these entities, they are accounted for under the equity method in the consolidated financial statements of the Company. However, they are included in the segment disclosures presented below because the chief operating decision maker regularly reviews their operating results and performance.
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Segment sales and income before taxes and minority interest for the first quarters of 2004 and 2003 are as follows:
C&D
Consumer
Net Sales (1)
First Quarter 2004
First Quarter 2003
Income Before Taxes and Minority Interest (2)
The following table shows product line revenues from external customers for the three months ended April 2, 2004 and March 28, 2003.
Deodorizing Products
Laundry Products
Personal Care Products
Total C&D Consumer
C&D Specialty Products
Total Consolidated
Family Planning
Depilatories and waxes; face and skin care
Oral care
OTC Products
Other consumer products
Total Armkel
7. Armkel LLC
The following table summarizes financial information for Armkel LLC. The Company accounts for its 50% interest under the equity method.
Income statement data:
Net sales
Gross profit
Net income
Equity in affiliate’s income recorded by the Company
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Balance sheet data:
Current assets
Noncurrent assets
Short-term debt
Current liabilities (excluding short-term debt)
Long-term debt
Other long-term liabilities
Partners’ equity
Under the partnership agreement with Kelso, the Company is allocated 50% of all book and tax profits. If there are losses, the Company is allocated 50% of all book and tax losses up to $10 million and 100% of such losses above that level for the period starting September 29, 2001, the date of the acquisition. The Company is entitled to 100% of the profits up to an amount equal to the accumulated excess losses it recorded.
The Company invoiced Armkel $6.6 million and $6.4 million for primarily administrative and management oversight services (which is included as a reduction of selling, general and administrative expenses), and purchased $0.5 million and $.7 million of deodorant anti-perspirant inventory produced by Armkel in the first quarter of 2004 and 2003, respectively. The Company sold Armkel $0.4 million and $0.8 million of Arm & Hammer products to be sold in international markets in the first quarter of 2004 and 2003, respectively. The Company had a net open receivable from Armkel at April 2, 2004 and December 31, 2003 of approximately $3.6 million and $6.7 million, respectively, that primarily related to administrative services, partially offset by amounts owed for inventory.
8. Goodwill, Tradenames and Other Intangible Assets
The following table discloses the carrying value of all intangible assets:
Amortized intangible assets:
Tradenames
Formulas
Non Compete Agreement
Total
Unamortized intangible assets - Carrying value
Intangible amortization expense amounted to $1.5 million for the quarter of 2004 and $.7 million for the same period of 2003. The estimated intangible amortization for each of the next five years is approximately $5.6 million.
The changes in the carrying amount of goodwill for the quarter ended April 2, 2004 is as follows:
Balance December 31, 2003
Tradename valuation adjustment
Balance April 2, 2004
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9. Comprehensive Income
The following table presents the Company’s Comprehensive Income for the first quarter ended April 2, 2004 and March 28, 2003:
Other Comprehensive Income, net of tax:
Foreign exchange translation adjustments
Interest rate swap agreements
Company’s portion of Armkel’s Accumulated Other Comprehensive Loss
Comprehensive Income
10. Recent Accounting Pronouncements
In January 2003, the FASB issued Financial Interpretation No. 46, (FIN No. 46) “Consolidation of Variable Interest Entities.” FIN No. 46 sets forth criteria to be used in determining whether an investment in a variable interest entity (VIE) should be consolidated and is based on the general premise that companies that control another entity through interests other than voting interests should consolidate the controlled entity. FIN No. 46 would require the immediate consolidation of specified VIEs created after January 31, 2003. For specified VIEs created before February 1, 2003, FIN No. 46 would require consolidation in interim or annual financial statements issued for periods beginning after December 15, 2003. The Company has evaluated the impact of FIN 46 with regard to Armkel LLC, the Armand Products Joint Venture and the Armakleen Company and has determined that none of these investments qualifies as a VIE.
In December 2003, the FASB issued a revised version of SFAS No. 132, “Employers Disclosures about Pensions and Other Postretirement Benefits, an amendment of FASB Statements No. 87, 88, and 106.” This Statement retained the disclosure requirements as originally included in SFAS No. 132 and contained additional disclosure requirements. The Company has included the required disclosures in Note 11 to its financial statements.
In January 2004, the FASB issued FASB Staff Position (FSP) No. 106-1 “Accounting and Disclosure Requirements to the Medicare Prescription Drug, Improvement and Modernization Act of 2003” (the Act). The Act introduces a prescription drug benefit under Medicare (Medicare Part D) as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. The FSP permits a sponsor of a post-retirement health care plan that provides a prescription drug benefit to make a one-time election to defer accounting for the effects of the Act. The Company’s Consolidated Financial Statements or notes do not reflect the effects of the Act on its post-retirement health care plan since further specific guidance on the accounting for the deferral subsidy is pending. Once guidance is issued, the Company could be required to change previously reported information, although it does not expect the impact to be material.
11. Pension Disclosure
The following table presents the net periodic benefit cost for the Company’s Pension Plan and Post-retirement Plan for the quarter ending April 2, 2004 and March 28, 2003.
Components of Net Periodic Benefit Cost:
Service cost
Interest cost
Expected return on plan assets
Amortization of prior service cost
Recognized actuarial (gain) or loss
Net periodic benefit cost
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12. Subsequent Event
On May 6, 2004, the Company announced that it has reached a non-binding understanding with its partner, Kelso & Company to purchase Kelso’s 50% interest in Armkel, LLC, for a purchase price of approximately $254 million. It is expected that the purchase will be completed on or about May 30, 2004. The closing is subject to customary closing conditions, including completion of financing. The Company expects to raise a total of $640 million in medium-term borrowing facilities, which will be used to finance the acquisition and replace existing borrowing facilities. On completion of this transaction, the Company will incur certain non-cash accounting charges, primarily related to the revaluation of Armkel’s inventories and the write-off of deferred financing costs, which will have an adverse effect on earnings in the second and third quarters.
13. Commitments, contingencies and guarantees
The Company believes that the consideration paid to the former Carter-Wallace shareholders was fair, and it cannot predict with certainty the outcome of this litigation.
On March 27, 2003, GAMCO Investors, Inc., a party to the legal action described above, filed another complaint in the New York Supreme Court seeking damages from MedPointe Healthcare Inc. (the new name of the company formerly known as Carter-Wallace), the former directors of Carter-Wallace, and one of the former shareholders of Carter-Wallace. The complaint alleges breaches of fiduciary duty in connection with certain employment agreements with former Carter-Wallace executives, the sale of Carter Wallace’s consumer products business to Armkel (some of the products acquired by Armkel were subsequently sold by Armkel to the Company) and the merger of MCC Acquisition Sub Corporation with and into Carter-Wallace. The complaint seeks monetary damages and equitable relief, including among other things, invalidation of the transactions. The defendants have moved to dismiss the complaint. The Company has not been named as a defendant in this action and believes it has no liability.
The Company will vigorously defend the lawsuit but cannot predict with certainty the outcome. However, in the opinion of management, the ultimate amount of liability, if any, will not have a material adverse effect on the Company’s financial position.
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in February 2003 based upon 2002 results and recorded a liability of $3.2 million at December 31, 2003 based upon 2003 results. Both amounts were reflected as additional goodwill as they represented additional acquisition consideration. The Company paid the remaining obligation of $3.2 million during the first quarter of 2004.
14. Reclassification
Certain prior year amounts have been reclassified in order to conform with the current year presentation.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
Results of Operations
The discussion of results of operations at the consolidated level is followed by a more detailed discussion of results of operations by segment for the current quarter compared to the first quarter of 2003.
Consolidated Results
Net sales increased by $47.7 million or 19.2 % to $296.0 million, compared to $248.3 million in the previous year. The increase is primarily due to the acquisition of the former Unilever oral care business of approximately $30 million. Other increases included the effects of six extra days in the quarter as a result of the Company’s fiscal quarter calendar, favorable foreign exchange rates of $1.8 million and a reduction in trade and consumer promotion spending.
Operating Costs
The Company’s gross margin increased to 32.6% from 29.7% in the prior year. The increase is in large part a result of the oral care business acquired from Unilever as these products carry a higher gross profit margin than existing Church & Dwight products. The margin was also impacted by the reduction in trade and consumer promotion spending.
Marketing expenses increased by $7.2 million to $24.2 million in the current quarter as a result of an increase in advertising expenses in support of certain household deodorizing and oral care products.
Selling, general and administrative expenses increased $5.8 million as compared to the same period last year. This is a result of higher selling expenses as a result of higher sales, tradename amortization expenses associated with the acquired oral care business, increased performance-based compensation costs, an increase in information systems spending and costs to comply with the Sarbanes-Oxley legislation.
Other Income and Expenses
The increase in equity in earnings of affiliates of $1.7 million was almost entirely due to the Company’s share of Armkel’s increase in net income. Armkel’s net income increased by approximately $2.9 million to $18.2 million of which the Company’s share was approximately $1.5 million. (See note 7 to the condensed financial statements for additional information.) The combined results of the Company’s other equity investments, Armand Products and Armakleen, increased slightly.
Other income and expense of $0.4 million primarily results from a gain on the sale of a warehouse owned by our Canadian subsidiary.
Interest expense decreased by $0.6 million in the quarter as compared to the same period last year primarily as a result of the Company settling its remaining fixed rate interest rate swap contracts in the current quarter.
Taxation
The tax rate for the current quarter was 33.0% as compared to 34.6% last year. The current quarter rate was impacted favorably by an amended prior year tax return in connection with the Company’s Research and Development tax credit. Last year’s tax rate included taxes associated with Armkel’s sale of its Italian subsidiary.
Segment results
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS (Continued)
C&D Consumer Net Sales increased $40.8 million or 20% to $245.1 million for the quarter. The increase included approximately $30 million of sales associated with the acquisition of the oral care brands from Unilever, favorable foreign exchange gains of $0.9 million and the additional six days in the quarter. At the product line level, Deodorizing and Laundry products net sales were higher than last year, partially offset by lower personal care and international sales. At the brand level, sales of Arm & Hammer and Xtra liquid laundry detergent, Arm & Hammer Baking Soda and Arm & Hammer Super Scoop were higher than last year while both Arrid and Arm & Hammer Ultramax Deodorant and Antiperspirant were lower.
C&D Consumer Income before Taxes and Minority Interest increased $8.8 million or 42.9% to $29.5 million mainly due to a $20.9 million increase in gross profit with the majority of the increase coming from the acquired Unilever brands. The remainder of the increase was primarily a result of lower promotion related expenses affecting net sales.
Armkel, LLC
Armkel’s Net Sales increased by $14.1 million or 14.1% to $113.8 million. This year’s increase was impacted by favorable foreign exchange rates of $6.7 million. Domestic net sales increased $5.9 million or 11.3% to $58.0 million, reflecting solid growth by Trojan condoms and First Response pregnancy kits, as well as the additional six days in the quarter. The condom business benefited from the addition of two new products to the Trojan line, Shared Pleasure™ and Magnum with Warm Sensations™. Excluding foreign exchange gains, International sales increased due to strong gains in the U.K. and Canada.
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Armkel’s Income before Taxes and Minority Interest increased $5.5 million or 33.7% to $21.7 million mainly due to a $7.2 million increase in gross profit as a result of higher sales and favorable foreign exchange. The gross profit increase was partially offset by slightly higher marketing expenses and selling, general and administrative expenses.
Specialty Products
Specialty Products Net Sales grew $6.9 million or 15.6% to $50.9 million in the current quarter, which included the effect of the extra days in the quarter, favorable foreign exchange, and higher sales of Animal Nutrition and Specialty Chemicals.
Specialty Products Income before Taxes and Minority Interest increased by $2.1 million or 63.1% to $5.4 million as a result of higher gross profit of $2.6 million due to the extra shipping days and higher sales, partially offset by higher manufacturing costs in certain animal nutrition products, particularly a palm oil derivative. The increase in gross profit was partially offset by slightly higher marketing and selling, general and administrative costs.
Other Equity Affiliates Net Sales increased $1.2 million or 10.5% to $13.2 million as a result of higher Armand Product net sales partially offset by lower Armakleen net sales.
Other Equity Affiliates Income before Taxes and Minority Interest increased by $0.4 million or 37% to $1.5 million primarily as a result of higher net sales.
Liquidity and Capital Resources
The Company had outstanding total debt of $364.4 million and cash of $66.7, for net debt position of $297.7 million at April 2, 2004. This compares to total debt of $397.0 million and a net debt position of $321.4 million at December 31, 2003.
Adjusted EBITDA is a required component of the financial covenants contained in the Company’s primary credit facility and management believes that the presentation of Adjusted EBITDA is useful to investors as a financial indicator of the Company’s ability to service its indebtedness. Adjusted EBITDA may not be comparable to similarly titled measures used by other entities and should not be considered as an alternative to cash flows from operating activities, which is determined in accordance with accounting principles generally accepted in the United States. Financial covenants include a total debt to Adjusted EBITDA leverage ratio and an interest coverage ratio, which if not met, could result in an event of default and trigger the early termination of the credit facility, if not remedied within a certain period of time. Adjusted EBITDA was approximately $48.7 million for the first quarter of 2004. The leverage ratio (total debt to Adjusted EBITDA) at April 2, 2004 under the loan agreement was approximately 2.16 versus the agreement’s maximum 3.00, and the interest coverage ratio (Adjusted EBITDA to total interest expense) was approximately 6.86 versus the agreement’s minimum of 5.0. This credit facility is secured by a blanket lien on all of the Company’s assets. The reconciliation of Net Cash Provided by Operating Activities (the most directly comparable GAAP financial measure) to Adjusted EBITDA is as follows (in thousands):
Net Cash Provided by Operating Activities
Interest Expense
Current Income Tax Provision
Distributions from Affiliates
Increase in Working Capital and Other Liabilities
Investment Income
Adjusted EBITDA (per loan agreement)
Net Cash Used in Investing Activities
Net Cash Used in Financing Activities
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During the first quarter of 2004, cash flow from operating activities was $31.1 million. Major factors contributing to the cash flow from operating activities included operating earnings before non-cash charges for depreciation and amortization, partially offsetting an increase in working capital, namely inventories. Operating cash flow, together with distributions from affiliates, proceeds from stock option exercises and existing cash, was used to fund additions to property, plant and equipment, pay dividends and make both voluntary and mandatory debt repayments.
Subsequent Event
Recent Accounting Pronouncements
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
There have not been any material changes during the three month period ended April, 2, 2004. For further information, please refer to the Company’s December 31, 2003 Annual Report on Form 10-K.
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ITEM 4. CONTROLS AND PROCEDURES
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report are functioning effectively to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. A controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
No change in the Company’s internal control over financial reporting occurred during the Company’s first fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Cautionary Note on Forward-Looking Statements
This report contains forward-looking statements relating, among others, to short- and long-term financial objectives, sales and earnings growth, gross margin, earnings per share, non-cash accounting charges, the integration of the oral care brands acquired from Unilever in 2003, the effects of the Company’s proposed acquisition of the remaining 50% interest in Armkel, the integration of Armkel, and financial forecasts. These statements represent the intentions, plans, expectations and beliefs of Church & Dwight, and are subject to risks, uncertainties and other factors, many of which are outside the Company’s control and could cause actual results to differ materially from such forward-looking statements. The uncertainties include assumptions as to market growth and consumer demand (including the effect of political and economic events on consumer demand), raw material and energy prices, the financial condition of major customers, the Company’s ability to complete the acquisition of the remaining 50% interest in Armkel, and the integration of Armkel. With regard to the new product introductions referred to in this report, there is particular uncertainty related to trade, competitive and consumer reactions. Other factors are described in Church & Dwight’s quarterly and annual reports filed with the SEC.
The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures the Company makes on related subjects in its filings with the U.S. Securities and Exchange Commission. This discussion is provided as permitted by the Private Securities Litigation Reform Act of 1995.
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PART II - Other Information
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company’s Annual Meeting of Stockholders was held on May 6, 2004. The following nominees were elected to the Company’s Board of Directors for a term of three years:
Nominee
Robert H. Beeby
J. Richard Leaman, Jr.
Dwight C. Minton
John O. Whitney
The Company’s continuing directors are as follows: Robert A. Davies, III, Rosina B. Dixon, Robert D. LeBlanc, John D. Leggett, III, John F. Maypole, Robert A. McCabe, Burton B. Staniar and Lionel L. Nowell, III.
The result of voting on the following additional item is as follows:
Ratification of the appointment of Deloitte & Touche LLP as independent auditors of the Company’s 2004 financial statements:
For
36,930,577
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
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SIGNATURES
Pursuant to the requirements 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.
(REGISTRANT)
DATE: May 12, 2004
/s/ Zvi Eiref
ZVI EIREF
VICE PRESIDENT FINANCE
/s/ Gary P. Halker
GARY P. HALKER
AND TREASURER
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EXHIBITS
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