7. Capital Stock
There were 2,400,000,000 shares of common stock and 5,000,000
shares of preferred stock authorized at December 31, 2000 and 1999.
Of the authorized preferred shares, there is a series of shares (21,948
and 24,241 outstanding at December 31, 2000 and 1999, respectively)
which is designated as $2.00 convertible preferred stock. Each share
of the $2.00 series is convertible at the option of the holder into 36
shares of common stock. This series may be called for redemption at
$60.00 per share plus accrued dividends.
On October 7, 1999, the Company's Board of Directors declared
a dividend of one preferred share purchase right for each share of
common stock outstanding on October 18, 1999. The rights also
will apply to all future stock issuances. Each right permits the holder,
under certain circumstances and upon the occurrence of certain
events, to purchase from the Company one one-thousandth of a
share of Series A Junior Participating Preferred Stock of the Company
(the Series A Preferred Stock) at an exercise price of $225 per
one one-thousandth of a share of Series A Preferred Stock under a
Rights Plan relating to such Series A Preferred Stock. The 5,000,000
shares of preferred stock authorized will be used for the exercise of
any preferred share purchase rights. The Rights Plan has provisions
that are triggered if any person or group acquires beneficial ownership
of 15% or more of the outstanding common stock or acquires the
Company in a merger or other business combination (an Acquiring
Person). In such event, stockholders (other than the Acquiring Person)
would receive stock of the Company or the Acquiring Person, as
the case may be, having a market value of twice the exercise price
along with substantially increased voting and dividend rights, among
other things. The rights expire on October 7, 2009, and prior to there
being an Acquiring Person, the Company may redeem the rights
issued under the Rights Plan for $0.01 per right. The Board can,
except with respect to the redemption price, amend the Rights Plan
in any manner without the consent of the holders of the rights, provided
that such amendment does not adversely affect the rights of the
holder at any time after there is an Acquiring Person.
Changes in outstanding common shares during 2000, 1999 and
1998 were as follows:
(In thousands except
per share amounts) |
2000 |
1999 |
1998 |
|
Balance at January 1 |
1,303,916 |
1,312,399 |
1,300,755 |
Issued for stock options |
15,123 |
10,589 |
19,811 |
Purchases of common stock for treasury |
(7,414) |
(19,226) |
(8,284) |
Conversions of preferred stock (2,293, 1,239 and 3,365
shares
in 2000, 1999 and 1998, respectively) and other
exchanges |
149 |
154 |
117 |
|
|
Balance at December 31 |
1,311,774 |
1,303,916 |
1,312,399 |
|
|
The Company has a common stock repurchase program under
which the Company is authorized to repurchase common shares. At
December 31, 2000, the Company was authorized to repurchase
6,492,460 common shares in the future.
|