G. Capital Stock, Stock Awards, and Stock Options

Capital Stock. Each share of Class A common stock and Class B common stock participates equally in dividends. The Class B stock has limited voting rights and as a class has the right to elect 30 percent of the Board of Directors; the Class A stock has unlimited voting rights including the right to elect a majority of the Board of Directors.

During 1997, 1996, and 1995, the company purchased a total of 846,290, 103,642 and 361,106 shares, respectively, of its Class B common stock at a cost of approximately $368,565,000, $32,302,000, and $89,584,000.


Stock Awards. In 1982, the company adopted a Long-Term Incentive Compensation Plan that, among other provisions, authorizes the awarding of Class B common stock to key employees. Stock awards made under the Incentive Compensation Plan are subject to the general restriction that stock awarded to a participant will be forfeited and revert to company ownership if the participant's employment terminates before the end of a specified period of service to the company. At December 28, 1997, there were 107,966 shares reserved for issuance under the Incentive Compensation Plan. Of this number, 34,331 shares were subject to awards outstanding, and 73,635 shares were available for future awards. Activity related to stock awards for the years ended December 28, 1997, December 29, 1996, and December 31, 1995 was as follows:


  1997
1996
1995
NumberAverageNumberAverageNumberAverage
ofAwardofAwardofAward
SharesPriceSharesPriceSharesPrice

Awards Outstanding
Beginning of year30,490$237.8331,378$237.8526,860$214.79
  Awarded20,285351.6864313.8817,753244.90
  Vested(13,521)228.96----(12,472)198.50
  Forfeited(2,923)
285.35(952)
243.61(763)
233.23
End of year34,331
$281.1930,490
$237.8331,378
$237.85

 

For the share awards outstanding at December 28, 1997, the aforementioned restriction will lapse in January 1999 for 15,321 shares, January 2001 for 18,010 shares, and January 2004 for 1,000 shares. Stock-based compensation costs resulting from stock awards reduced net income by $1.2 million ($0.11 per share, basic and diluted), $1.1 million ($0.10 per share, basic and diluted), and $1.1 million ($0.10 per share, basic and diluted) in 1997, 1996, and 1995, respectively.


Stock Options. The Employee Stock Option Plan, which was adopted in 1971 and amended in 1993, reserves 1,900,000 shares of the company's Class B common stock for options to be granted under the plan. The purchase price of the shares covered by an option cannot be less than the fair value on the granting date. At December 28, 1997, there were 642,475 shares reserved for issuance under the Stock Option Plan, of which 251,225 shares were subject to options outstanding and 391,250 shares were available for future grants.

Changes in options outstanding for the years ended December 28, 1997, December 29, 1996, and December 31, 1995 were as follows:


 
1997
1996
1995
NumberAverageNumberAverageNumberAverage
ofOptionofOptionofOption
SharesPriceSharesPriceSharesPrice

Beginning of year 178,625$270.21168,525$258.59164,500$255.35
  Granted80,200583.6219,500343.949,000298.75
  Exercised(7,600)234.20(9,400)214.89(3,475)204.81
  Canceled--
----
--(1,500)
268.50
End of year251,225
$371.35178,625
$270.21168,525
$258.59

 
Of the shares covered by options outstanding at the end of 1997, 133,900 are now exercisable, 21,425 will become exercisable in 1998, 68,425 will become exercisable in 1999, 16,175 will become exercisable in 2000, and 11,300 will become exercisable in 2001.

Information related to stock options outstanding at December 28, 1997 is as follows:


  Range of
exercise price
Number
outstanding
at 12/28/97
Weighted
average
remaining
contractual
life (yrs.)
Weighted
average
exercise
price
Number
exercisable
at 12/28/97
Weighted
average
exercise
price

$173-20022,9001.8$192.0022,900$192.00
205-319128,6254.4275.0871,125244.44
343-35021,0009.1344.354,875343.94
47243,70010.0472.00----
73335,00010.0733.0035,000733.00

 
All options were granted at an exercise price equal to or greater than the fair market value of the company's common stock at the date of grant. The weighted-average fair value at date of grant for options granted during 1997, 1996, and 1995 was $87.94, $96.53 and $77.12, respectively. The fair value of options at date of grant was estimated using the Black-Scholes method with the following assumptions:


  199719961995

Expected life (years)777
Interest rate5.84%6.26%5.61%
Volatility14.2%14.6%14.3%
Dividend yield1.5%1.5%1.5%

 

Had the fair values of options granted in 1997, 1996, and 1995 been recognized as compensation expense, net income would have been reduced by $1.6 million ($.15 per share, basic and diluted), $0.4 million ($.04 per share, basic and diluted) and $0.1 million ($.01 per share, basic and diluted), in 1997, 1996, and 1995, respectively.


Average Number of Shares Outstanding. Basic earnings per share are based on the weighted average number of shares of common stock outstanding during each year. Diluted earnings per common share are based upon the weighted average number of shares of common stock outstanding each year, adjusted for the dilutive effect of shares issuable under outstanding stock options. Basic and diluted weighted average share information for 1997, 1996, and 1995 is as follows:


  Basic
Weighted
Average
Shares
Dilutive
Effect of
Stock
Options
Diluted
Weighted
Average
Shares

199710,699,71333,27810,732,991
199610,963,76116,03610,979,797
199511,074,97810,53711,085,515