-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HS03Skah78x4TEtFUor1Bx/k8SoMhhW6oSiJXvTI4vMdAYRIqDKGUIncNsW0wn1E l8haRtAdYQh4OxEy+VuV0g== 0000854711-99-000006.txt : 19990316 0000854711-99-000006.hdr.sgml : 19990316 ACCESSION NUMBER: 0000854711-99-000006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19990131 FILED AS OF DATE: 19990315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FINANCIAL FEDERAL CORP CENTRAL INDEX KEY: 0000854711 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS BUSINESS CREDIT INSTITUTION [6159] IRS NUMBER: 880244792 STATE OF INCORPORATION: NV FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-14237 FILM NUMBER: 99564840 BUSINESS ADDRESS: STREET 1: 733 THIRD AVENUE STREET 2: 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-599-8000 MAIL ADDRESS: STREET 1: 733 THIRD AVENUE STREET 2: 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 10-Q 1 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 Quarter Ended January 31, 1999 Commission file number 1-12006 FINANCIAL FEDERAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 88-0244792 (State of incorporation) (I.R.S. Employer Identification Number) 733 Third Avenue, New York, NY 10017 (Address of principal executive offices) (Zip code) (212) 599-8000 (Registrant's telephone number, including area code) 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 (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 ----- ----- At March 1, 1999, 14,929,162 shares of Registrant's common stock, $.50 par value, were outstanding. FINANCIAL FEDERAL CORPORATION AND SUBSIDIARIES Quarterly Report on Form 10-Q for the quarter ended January 31, 1999 INDEX Part I - Financial Information Page No. - ------------------------------ -------- Item 1 Financial Statements - FINANCIAL FEDERAL CORPORATION AND SUBSIDIARIES Consolidated Balance Sheet at January 31, 1999 (unaudited) and July 31, 1998 (audited) 3 Consolidated Statement of Operations and Retained Earnings for the three and six month periods ended January 31, 1999 and 1998 (unaudited) 4 Consolidated Statement of Cash Flows for the three and six month periods ended January 31, 1999 and 1998 (unaudited) 5 Notes to Consolidated Financial Statements 6-7 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 7-10 Part II - Other Information - --------------------------- Item 4 Submission of matters to a vote of security holders 10 Item 6 Exhibits and Reports on Form 8-K 10 2 FINANCIAL FEDERAL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (Dollars in Thousands)
January 31, July 31, 1999 1998* (Unaudited) --------- --------- ASSETS Finance receivables $835,613 $772,427 Allowance for possible losses (14,740) (13,330) -------- -------- Finance receivables - net 820,873 759,097 Cash 2,558 2,756 Other assets 4,481 4,255 -------- -------- TOTAL ASSETS $827,912 $766,108 ======== ======== LIABILITIES Senior debt: Long-term ($38,251 at January 31, 1999 and $36,209 at July 31, 1998 due to related parties) $460,522 $478,388 Short-term 99,303 22,144 Subordinated debt ($4,681 at January 31, 1999 and July 31, 1998 due to related parties) 100,790 102,290 Accrued interest, taxes and other liabilities 15,017 23,940 Deferred income taxes 18,173 16,117 -------- -------- Total liabilities 693,805 642,879 -------- -------- STOCKHOLDERS' EQUITY Preferred stock - $1 par value, authorized 5,000,000 shares in 1999 and 500,000 shares in 1998, none issued Common stock - $.50 par value, authorized 100,000,000 shares in 1999 and 25,000,000 shares in 1998; shares issued: 14,878,061 at January 31, 1999 and 14,842,544 at July 31, 1998 7,439 7,421 Additional paid-in capital 58,122 57,869 Warrants - issued and outstanding 1,606,500 29 29 Retained earnings 68,517 57,910 -------- -------- Total stockholders' equity 134,107 123,229 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $827,912 $766,108 ======== ======== * Reproduced from balance sheet included in the 1998 Annual Report to Stockholders. The notes to consolidated financial statements are made a part hereof.
3 FINANCIAL FEDERAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS AND RETAINED EARNINGS (UNAUDITED) (Dollars in Thousands, Except Share Amounts)
Three Months Ended Six Months Ended January 31, January 31, ------------------ ------------------ 1999 1998 1999 1998 ------- ------- ------- ------- Finance income $21,508 $17,622 $42,624 $33,991 Interest expense 9,518 8,087 19,079 15,316 ------- ------- ------- ------- Finance income before provision for possible losses on finance receivables 11,990 9,535 23,545 18,675 Provision for possible losses on finance receivables 650 800 1,450 1,425 ------- ------- ------- ------- Net finance income 11,340 8,735 22,095 17,250 Gain on debt retirement 187 Salaries and other expenses (2,507) (2,114) (4,998) (4,296) ------- ------- ------- ------- Earnings before income taxes 8,833 6,621 17,284 12,954 Provision for income taxes 3,417 2,571 6,677 5,030 ------- ------- ------- ------- NET EARNINGS 5,416 4,050 10,607 7,924 Retained earnings - beginning of period 63,101 44,752 57,910 40,878 ------- ------- ------- ------- RETAINED EARNINGS - END OF PERIOD $68,517 $48,802 $68,517 $48,802 ======= ======= ======= ======= EARNINGS PER COMMON SHARE: Diluted $0.31 $0.25 $0.61 $0.48 ===== ===== ===== ===== Basic $0.36 $0.27 $0.71 $0.54 ===== ===== ===== ===== The notes to consolidated financial statements are made a part hereof.
4 FINANCIAL FEDERAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) (Dollars in Thousands)
Six Months Ended January 31, ------------------- 1999 1998 ------- ------- Cash flows from operating activities: Net earnings $10,607 $7,924 Adjustments to reconcile net earnings to net cash provided by operating activities: Provision for possible losses on finance receivables 1,450 1,425 Depreciation and amortization 2,874 2,406 Deferred income taxes 2,056 1,000 Gain on debt retirement (187) (Increase) in other assets (154) (182) (Decrease) in accrued interest, taxes and other liabilities (8,923) (3,329) ------- ------- Net cash provided by operating activities 7,723 9,244 ------- ------- Cash flows from investing activities: Finance receivables: Originated (300,750) (271,818) Collected 234,792 190,516 Other (214) (219) ------- ------- Net cash (used in) investing activities (66,172) (81,521) ------- ------- Cash flows from financing activities: Commercial paper: Maturities 90 days or less (net) (3,106) 6,181 Maturities greater than 90 days: Proceeds 40,306 59,085 Repayments (57,556) (61,255) Bank borrowings (net) 55,015 (5,225) Proceeds from term loans - banks 25,000 10,000 Proceeds from medium term notes 55,000 Repurchase of convertible subordinated notes (1,313) Variable rate senior term notes (net) (366) 7,791 Proceeds from exercise of stock options 259 278 Tax benefit relating to stock options 12 ------- ------- Net cash provided by financing activities 58,251 71,855 ------- ------- NET (DECREASE) IN CASH (198) (422) Cash - beginning of period 2,756 2,532 ------- ------- CASH - END OF PERIOD $2,558 $2,110 ======= ======= Supplemental disclosures of cash flow information: Interest paid $18,937 $14,777 ======= ======= Income taxes paid $2,888 $3,877 ======= ======= The notes to consolidated financial statements are made a part hereof.
5 FINANCIAL FEDERAL CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - BASIS OF PRESENTATION - ------------------------------ In the opinion of the management of Financial Federal Corporation and Subsidiaries (the "Company"), the accompanying unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position as at January 31, 1999, and the results of operations and cash flows for the three and six month periods ended January 31, 1999 and 1998. These condensed financial statements should be read in conjunction with the consolidated financial statements and note disclosures included in the Company's Annual Report on Form 10-K for the year ended July 31, 1998. The consolidated results of operations for the three and six month periods ended January 31, 1999 and 1998 are not necessarily indicative of the results for the respective full years. NOTE 2 - EARNINGS PER COMMON SHARE - ---------------------------------- Earnings per common share was calculated as follows (in thousands except per share amounts):
Three months ended Six months ended January 31, Janaury 31, ------------------ ------------------ 1999 1998 1999 1998 ------ ------ ------- ------ Net earnings (used for basic earnings per share) $5,416 $4,050 $10,607 $7,924 Effect of convertible securities 775 1,565 ------ ------ ------- ------ Adjusted net earnings (used for diluted earnings per share) $6,191 $4,050 $12,172 $7,924 ====== ====== ======= ====== Weighted average common shares outstanding (used for basic earnings per share) 14,868 14,795 14,861 14,782 Effect of dilutive securities: Warrants 1,423 1,383 1,412 1,363 Stock options 407 322 352 307 Convertible subordinated notes 3,266 3,280 ------ ------ ------- ------ Adjusted weighted average common shares and assumed conversions (used for diluted earnings per share) 19,964 16,500 19,905 16,452 ====== ====== ======= ====== Net earnings per common share - Diluted $0.31 $0.25 $0.61 $0.48 ===== ===== ===== ===== Net earnings per common share - Basic $0.36 $0.27 $0.71 $0.54 ===== ===== ===== =====
NOTE 3 - LONG-TERM DEBT - ----------------------- At January 31, 1999, the Company had $250.0 million of committed unsecured revolving credit facilities with various banks that expire after January 31, 2000. Long-term senior debt of $460.5 million at January 31, 1999 comprised $58.4 million of borrowings under these facilities, $191.6 million of commercial paper supported by these facilities and $210.5 million of term notes payable. NOTE 4 - DERIVATIVE FINANCIAL INSTRUMENTS - ----------------------------------------- At January 31, 1999, the Company was a party to interest rate swap agreements with an aggregate notional amount of $25.0 million and an original term of two years. The swap agreements allow the Company to effectively fix interest rates on variable rate term borrowings. 6 NOTE 5 - STOCKHOLDERS' EQUITY - ----------------------------- In December 1998, the Company's stockholders approved (i) an increase in the number of authorized shares of common stock from 25.0 million to 100.0 million and the number of authorized shares of preferred stock from 500,000 to 5.0 million and (ii) a new stock option plan with 2.5 million shares available for grant. NOTE 6 - RECENT ACCOUNTING PRONOUNCEMENTS - ----------------------------------------- In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities". This Statement requires the fair value of derivatives to be recorded as assets or liabilities. Gains or losses resulting from changes in the fair values of derivatives would be accounted for depending on the purpose of the derivatives and whether they qualify for hedge accounting treatment. This statement is effective for fiscal years beginning after June 15, 1999. The Company has not yet determined the impact SFAS 133 will have on its earnings or financial position. PART I Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Comparison of Three Months Ended January 31, 1999 to Three Months Ended January 31, 1998 - ----------------------------------------------------------------------- Finance income increased 22% to $21.5 million in the second quarter of fiscal 1999 from $17.6 million in the second quarter of fiscal 1998. The increase was primarily the result of the $174 million, or 27%, increase in average finance receivables outstanding to $818 million in the second quarter of fiscal 1999 from $644 million in the second quarter of fiscal 1998, partially offset by decreases in finance rates charged by the Company in response to the declining interest rate environment and competitive factors. Finance receivables booked in the second quarter of fiscal 1999 increased 4% to $147 million from $141 million in the second quarter of fiscal 1998. Competitive pressures on finance rates and terms during the second quarter of fiscal 1999 were greater than in the second quarter of fiscal 1998. Rather than match such competitive forces to maintain prior rates of originations growth, the Company continues to focus on offering a high level of customer service, maintaining an adequate net interest spread and generating a creditworthy portfolio of finance receivables. Thus, originations in the second quarter of fiscal 1999 represented a modest increase over the second quarter of fiscal 1998, and originations in future fiscal quarters may not keep pace with originations of prior comparable fiscal quarters. Interest expense, incurred on borrowings used to fund finance receivables, increased by 18% to $9.5 million in the second quarter of fiscal 1999 from $8.1 million in the second quarter of fiscal 1998. The increase was primarily due to the 28% increase in average debt outstanding, partially offset by the approximate 8% decrease in average interest rates charged, in the second quarter of fiscal 1999 from the second quarter of fiscal 1998. Finance income before provision for possible losses on finance receivables increased by 26% to $12.0 million in the second quarter of fiscal 1999 from $9.5 million in the second quarter of fiscal 1998. Finance income before provision for possible losses, expressed as an annualized percentage of average finance receivables outstanding, decreased slightly to 5.8% in the second quarter of fiscal 1999 from 5.9% in the second quarter of fiscal 1998. The provision for possible losses on finance receivables decreased by 19% to $650,000 in the second quarter of fiscal 1999 from $800,000 in the second quarter of fiscal 1998. The provision for possible losses is determined by the amount required to increase the allowance for possible losses to a level that management considers appropriate and is affected by net credit losses incurred. In the second quarter of fiscal 1999, recoveries of amounts previously written-off exceeded write-offs. Management does not expect this to continue. The allowance for possible losses, which increased to $14.7 million at January 31, 1999 from $11.7 million at January 31, 1998, was 1.76% and 1.77% of finance receivables at January 31, 1999 and 1998, respectively. The allowance is periodically reviewed by the Company's management and is estimated based on management's current assessment of the risks inherent in the Company's finance receivables from national and regional economic 7 conditions, industry conditions, concentrations, the financial condition of counterparties and other factors. Future additions to the allowance may be necessary based on changes in these factors. Non-performing finance receivables were $7.9 million, or 0.9% of total finance receivables, at January 31, 1999, compared to $5.6 million, or 0.8% of total finance receivables, at January 31, 1998. Salaries and other expenses increased by 19% to $2.5 million in the second quarter of fiscal 1999 from $2.1 million in the second quarter of fiscal 1998 primarily due to the increase in the number of marketing personnel and other employees and salary increases. Net earnings increased by 34% to $5.4 million in the second quarter of fiscal 1999 from $4.1 million in the second quarter of fiscal 1998. Diluted earnings per share increased by 24% to $0.31 per share in the second quarter of fiscal 1999 from $0.25 per share in the second quarter of fiscal 1998 and basic earnings per share increased by 33% to $0.36 per share in the second quarter of fiscal 1999 from $0.27 per share in the second quarter of fiscal 1998. The increase in diluted earnings per share was lower than the increase in net earnings primarily due to the dilutive effect of the convertible subordinated notes. Comparison of Six Months Ended January 31, 1999 to Six Months Ended January 31, 1998 - --------------------------------------------------------------------------- Finance income increased 25% to $42.6 million in the first half of fiscal 1999 from $34.0 million in the first half of fiscal 1998. The increase was primarily the result of the $185 million, or 30%, increase in average finance receivables outstanding to $805 million in the first half of fiscal 1999 from $620 million in the first half of fiscal 1998, partially offset by decreases in finance rates charged by the Company in response to the declining interest rate environment and competitive factors. Finance receivables booked in the first half of fiscal 1999 increased 11% to $301 million from $272 million in the first half of fiscal 1998. Competitive pressures on finance rates and terms during the second quarter of fiscal 1999 were greater than in the second quarter of fiscal 1998. Rather than match such competitive forces to maintain prior rates of originations growth, the Company continues to focus on offering a high level of customer service, maintaining an adequate net interest spread and generating a creditworthy portfolio of finance receivables. Thus, originations in the first half of fiscal 1999 represented a modest increase over the first half of fiscal 1998, and originations in future fiscal periods may not keep pace with originations of prior comparable fiscal periods. Interest expense, incurred on borrowings used to fund finance receivables, increased by 25% to $19.1 million in the first half of fiscal 1999 from $15.3 million in the first half of fiscal 1998. The increase was primarily due to the 33% increase in average debt outstanding, partially offset by the approximate 5% decrease in average interest rates charged, in the first half of fiscal 1999 from the first half of fiscal 1998. Finance income before provision for possible losses on finance receivables increased by 26% to $23.5 million in the first half of fiscal 1999 from $18.7 million in the first half of fiscal 1998. Finance income before provision for possible losses, expressed as an annualized percentage of average finance receivables outstanding, decreased to 5.8% in the first half of fiscal 1999 from 6.0% in the first half of fiscal 1998 primarily due to the Company's higher debt-to-equity ratio, 4.9 at January 31, 1999 compared to 4.5 at January 31, 1998. The provision for possible losses on finance receivables increased by 2% to $1.5 million in the first half of fiscal 1999 from $1.4 million in the first half of fiscal 1998. The provision for possible losses is determined by the amount required to increase the allowance for possible losses to a level that management considers appropriate. The allowance for possible losses, which increased to $14.7 million at January 31, 1999 from $11.7 million at January 31, 1998, was 1.76% and 1.77% of finance receivables at January 31, 1999 and 1998, respectively. Salaries and other expenses increased by 16% to $5.0 million in the first half of fiscal 1999 from $4.3 million in the first half of fiscal 1998 primarily due to the increase in the number of marketing personnel and other employees and salary increases. Net earnings increased by 34% to $10.6 million in the first half of fiscal 1999 from $7.9 million in the first half of fiscal 1998. Diluted earnings per share increased by 27% to $0.61 per share in the first half of fiscal 1999 from $0.48 per share in the first half of fiscal 1998 and basic earnings per share increased by 31% to $0.71 per share in the first half of fiscal 1999 from $0.54 per share in the first half of fiscal 1998. The increase in diluted earnings per share was lower than the increase in net earnings primarily due to the dilutive effect of the convertible subordinated notes. 8 LIQUIDITY AND CAPITAL RESOURCES The Company is dependent upon the continued availability of funds primarily to originate or acquire finance receivables and to purchase portfolios of finance receivables. The Company may obtain required funds from a variety of sources, including internal generation, direct issuance of and dealer placed commercial paper, borrowings under revolving credit facilities, placements of term debt and sales of common and preferred equity. Management believes that the Company has available sufficient liquidity to support its future operations. The Company issues investment grade commercial paper directly and through a program with recognized commercial paper dealers. Commercial paper outstanding at January 31, 1999 was $290.9 million. The Company's commercial paper is unsecured and matures within 270 days. Increases in commercial paper are generally offset by decreases in bank and other borrowings, and vice versa. The Company's current policy is to maintain bank facilities so that the aggregate amount available thereunder exceeds commercial paper outstanding. At January 31, 1999, the Company had $157.5 million of short-term committed unsecured revolving credit facilities with various banks under which no borrowings were outstanding, and $250.0 million of long-term committed unsecured revolving credit facilities with various banks under which $58.4 million was outstanding. At January 31, 1999, the Company had $45.0 million available under its 144A Medium-Term Note Program. YEAR 2000 The Company has determined that its information technology systems are primarily Year 2000 compliant (non information technology systems are not critical to the Company's operations). Therefore, any future costs the Company may incur relating to the Year 2000 issue are not expected to be significant. The Company has not, and does not expect to, incur any specific quantifiable costs that can be directly and solely related to the Year 2000 issue. However, should any of the Company's information technology systems not function properly as a result of the year 2000, the Company expects the total costs to repair/replace such systems will be less than $500,000. The Company has business relationships with thousands of equipment manufacturers, dealers and operators (customers). The failure by any one or several of these third parties to be Year 2000 compliant is not expected to result in a material loss in the Company's revenue. The Company has business relationships with three commercial paper dealers and eighteen banks to fund its daily operations. The failure by any one of these credit providers to be Year 2000 compliant is not expected to affect materially the Company's liquidity. Through direct communications with these credit providers and the review of their public statements, the Company has been assured that substantially all of its credit providers expect to be Year 2000 compliant. In addition, all banks are required to be Year 2000 compliant by the Office of the Controller of the Currency. Neither the Company, nor anyone else, can predict, or envision, the potential direct and residual effects of technology's inability to properly recognize the year 2000. These possible effects include extended, nationwide interruptions in telecommunications services, utility services, public transportation, air travel and global banking and electronic payment systems. Based on the unknown effects of these potentially significant interruptions, the Company believes that it is impossible to assure full Year 2000 compliance even though the Company has taken appropriate measures to be compliant. In the event that the advent of the Year 2000 causes a material business interruption, the Company believes, but cannot assure, that, to the extent possible (except for the interruptions listed in the prior paragraph), any such interruption could be overcome manually. 9 FORWARD-LOOKING STATEMENTS This Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks, uncertainties and assumptions due to their subjective nature. Therefore, actual outcomes and results could differ materially from those anticipated by such forward-looking statements due to the impact of many factors beyond the Company's control, including economic, geographic and industry conditions, availability of funding sources, market risk from fluctuations in interest rates, prepayments, competitive conditions, personnel, changes in existing laws or regulations and matters relating to the Year 2000 issue. PART II Item 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS At the Company's Annual Meeting of Stockholders held on December 8, 1998, the following matters were voted upon: The following nominees were elected to the Board of Directors: Number of Votes --------------------- Nominee For Withheld ------------------------- ---------- -------- Lawrence B. Fisher 13,231,081 429,100 William C. MacMillen, Jr. 13,229,471 430,710 Bernard G. Palitz 13,229,741 430,440 Clarence Y. Palitz, Jr. 13,230,951 429,230 Michael C. Palitz 13,231,151 429,030 Paul R. Sinsheimer 13,231,281 428,900 The reappointment of Eisner & Lubin LLP as the independent public accounting firm to audit the Company's financial statements for the fiscal year ending July 31, 1999 was ratified by a vote of 13,640,303 shares for, 15,895 shares against and 3,983 shares abstained. The proposal concerning an increase in the number of authorized shares of common stock and an increase in the number of authorized shares of preferred stock was adopted with 8,584,254 votes for, 3,270,071 votes against, 24,548 votes abstained and 1,781,308 broker non votes. The proposal concerning a new stock option plan was adopted with 10,372,686 votes for, 1,456,484 votes against, 49,703 votes abstained and 1,781,308 broker non votes. Item 6 EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: 3.4 - Certificate of Amendment of Articles of Incorporation dated December 9, 1998 3.5 - Restated By-laws of the Registrant as amended through December 30, 1998 27 - Financial Data Schedule (EDGAR version only) (b) Reports on Form 8-K The Company did not file any Reports on Form 8-K during the quarter ended January 31, 1999. 10 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. FINANCIAL FEDERAL CORPORATION ----------------------------- (Registrant) By: /s/ Michael C. Palitz ---------------------------- Executive Vice President and Chief Financial Officer By: /s/ David H. Hamm ---------------------------- Controller and Assistant Treasurer March 15, 1999 - -------------- (Date) 11 INDEX TO EXHIBITS Exhibit No. Exhibits Page - ----------- ----------------------------------------------------- ---- 3.4 Certificate of Amendment of Articles of Incorporation dated December 9, 1998 13 3.5 Restated By-laws of the Registrant as amended through December 30, 1998 14 27 Financial Data Schedule (EDGAR version only) 12 EX-3.4 2 CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF FINANCIAL FEDERAL CORPORATION The undersigned, Paul R. Sinsheimer, President, and Troy H. Geisser, Secretary and Senior Vice President, of Financial Federal Corporation, a Nevada corporation (the "Company"), do hereby certify that: 1. The Board of Directors of the Company at a Board Meeting duly convened on the 28th day of September, 1998, adopted a resolution to amend the Articles of Incorporation of the Company as follows: "Article FOURTH of the Articles of Incorporation shall be amended by deleting paragraph A thereof in its entirety and substituting the following in lieu thereof: FOURTH: ------- A. The amount of the total authorized capital stock of the Corporation shall consist of One Hundred Five Million shares of which One Hundred Million shall be shares of Common Stock, par value $.50 per share, and Five Million shall be shares of Preferred Stock, par value $1.00 per share." 2. The Board of Directors at a Board Meeting duly convened on the 28th day of September, 1998, authorized the submission of such amendment to the stockholders for approval at the Annual Meeting of Stockholders. 3. The Board of Directors at a Board Meeting duly convened on the 12th day of March, 1998, set October 23, 1998 as the record date for the Annual Meeting of Stockholders to be held on December 8, 1998. 4. At the Annual Meeting of Stockholders, 8,584,254 shares of Common Stock, constituting a majority of shares of Common Stock outstanding and entitled to vote thereon, consented to and approved such amendment and, accordingly, such amendment has been duly adopted. The number of shares of Common Stock of the Company outstanding and entitled to vote on such amendment was 14,864,646. ------------------------------------ By: Paul R. Sinsheimer Its: President ------------------------------------ By: Troy H. Geisser Its: Secretary and Senior Vice President State of New York) ) ss.: County of New York) On December 9, 1998, personally appeared before me, a Notary Public, Paul R. Sinsheimer and Troy H. Geisser who acknowledged that they executed the above instrument. --------------------------------------- Signature of Notary [Notary Stamp or Seal] 13 EX-3.5 3 AMENDED AND RESTATED BY-LAWS OF FINANCIAL FEDERAL CORPORATION [DATED AS OF DECEMBER 30, 1998] ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place within or without the State of Nevada as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting. SECTION 2. Special Meetings. Except as otherwise provided in the Articles of Incorporation, a special meeting of the stockholders of the Corporation may be called at any time by the Board of Directors, the Chairman of the Board, Chief Executive Officer or the President and shall be called by the Chairman of the Board, Chief Executive Officer, the President or the Secretary at the request in writing of stockholders holding together at least twenty-five percent of the number of shares of stock outstanding and entitled to vote at such meeting. Any special meeting of the stockholders shall be held on such date, at such time and at such place within or without the State of Nevada as the Board of Directors or the officer calling the meeting may designate. At a special meeting of the stockholders, no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting unless all of the stockholders are present in person or by proxy, in which case any and all business may be transacted at the meeting even though the meeting is held without notice. SECTION 3. Notice of Meetings. Except as otherwise provided in these By-Laws or by law, a written notice of each meeting of the stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of the Corporation entitled to vote at such meeting at his address as it appears on the records of the Corporation. The notice shall state 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. SECTION 4. Quorum. At any meeting of the stockholders, the holders of a majority in number of the total outstanding shares of stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum of the stockholders for all purposes, unless the representation of a larger number of shares shall be required by law, by the Articles of Incorporation or by these By-Laws, in which case the representation of the number of shares so required shall constitute a quorum; provided that at any meeting of the stockholders at which the holders of any class of stock of the Corporation shall be entitled to vote separately as a class, the holders of a majority in number of the total outstanding shares of such class, present in person or represented by proxy, shall constitute a quorum for purposes of such class vote unless the representation of a larger number of shares of such class shall be required by law, by the Articles of Incorporation or by these By-Laws. SECTION 5. Adjourned Meetings. Whether or not a quorum shall be present in person or represented at any meeting of the stockholders, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting may adjourn from time to time; provided, however, that if the holders of any class of stock of the Corporation are entitled to vote separately as a class upon any matter at such meeting, any adjournment of the meeting in respect of action by such class upon such matter shall be determined by the holders of a majority of the shares of such class present in person or represented by proxy and entitled to vote at such meeting. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the stockholders, or the holders of any class of stock entitled to vote separately as a class, as the case may be, may transact any business which might have been transacted by them at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting. SECTION 6. Organization. The Chairman of the Board or, in his absence, the Chief Executive Officer, or in his absence, the President shall call all meetings of the stockholders to order, and shall act as Chairman of such meetings. In the absence of the Chairman of the Board, the Chief Executive Officer and the President, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting shall elect a Chairman. The Secretary of the Corporation shall act as Secretary of all meetings of the stockholders; but in the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting. It shall be the duty of the Secretary to prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held, for the ten days next preceding the meeting, to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, and shall be produced and kept at the time and place of the meeting during the whole time thereof and subject to the inspection of any stockholder who may be present. SECTION 7. Voting. Except as otherwise provided in the Articles of Incorporation or by law, each stockholder shall be entitled to one vote for each share of the capital stock of the Corporation registered in the name of such stockholder upon the books of the Corporation. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. When directed by the presiding officer or upon the demand of any stockholder, the vote upon any matter before a meeting of stockholders shall be by ballot. Except as otherwise provided by law or by the Articles of Incorporation, Directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the stockholders entitled to vote in the election and, whenever any corporate action, other than the election of Directors is to be taken, it shall be authorized by a majority of the votes cast at a meeting of stockholders by the stockholders entitled to vote thereon. Shares of the capital stock of the Corporation belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes. SECTION 8. Inspectors. When required by law or directed by the presiding officer or upon the demand of any stockholder entitled to vote, but not otherwise, the polls shall be opened and closed, the proxies and ballots shall be received and taken in charge, and all questions touching the qualification of voters, the validity of proxies and the acceptance or rejection of voters shall be decided at any meeting of the stockholders by two or more Inspectors who may be appointed by the Board of Directors before the meeting, or if not so appointed, shall be appointed by the presiding officer at the meeting. If any person so appointed fails to appear or act, the vacancy may be filled by appointment in like manner. SECTION 9. Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Articles of Incorporation, any action required to be taken or which may be taken at any annual or special meeting of the stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of any such corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE II Board of Directors SECTION 1. Number and Term of Office. The business and affairs of the Corporation shall be managed by or under the direction of a Board consisting of five or more Directors, who need not be stockholders of the Corporation. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected at the annual meeting of stockholders, and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal. The number of Directors may be altered from time to time by amendment of these By-Laws. SECTION 2. Removal, Vacancies and Additional Directors. The stockholders may, at any special meeting the notice of which shall state that it is called for that purpose, remove, with or without cause, any Director and fill the vacancy; provided that whenever any Director shall have been elected by the holders of any class of stock of the Corporation voting separately as a class under the provisions of the Articles of Incorporation, such Director may be removed and the vacancy filled only by the holders of that class of stock voting separately as a class. Vacancies caused by any such removal and not filled by the stockholders at the meeting at which such removal shall have been made, or any vacancy caused by the death or resignation of any Director or for any other reason, and any newly created directorship resulting from any increase in the authorized number of Directors, may be filled by the affirmative vote of a majority of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy or newly created directorship shall hold office until his successor is elected and qualified or until his earlier resignation or removal. When one or more Directors shall resign effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office as herein provided in connection with the filling of the vacancies. SECTION 3. Place of Meeting. The Board of Directors may hold its meetings in such place or places in the State of Nevada or outside the State of Nevada as the Board from time to time shall determine. SECTION 4. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board from time to time by resolution shall determine. No notice shall be required for any regular meeting of the Board of Directors; but a copy of every resolution fixing or changing the time or place of regular meetings shall be mailed to every Director at least five days before the first meeting held in pursuance thereof. SECTION 5. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by direction of the Chairman of the Board, the Chief Executive Officer or the President or by any two of the Directors then in office. Notice of the day, hour and place of holding of each special meeting shall be given by mailing the same at least two days before the meeting or by causing the same to be transmitted by telegraph, cable or wireless at least one day before the meeting to each Director. At any meeting at which every Director shall be present, even though without any notice, any business may be transacted, including the amendment of these By-Laws. SECTION 6. Quorum. Subject to the provisions of Section 2 of this Article II, a majority of the members of the Board of Directors in office (but in no case less than one-third of the total number of Directors nor less than two Directors) shall constitute a quorum for the transaction of business and the vote of the majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors. If at any meeting of the Board there is less than a quorum present, a majority of those present may adjourn the meeting from time to time. SECTION 7. Organization. The Chairman of the Board or, in his absence, the Chief Executive Officer or, in his absence, the President shall preside at all meetings of the Board of Directors. In the absence of the Chairman of the Board, the Chief Executive Officer and the President, a Chairman shall be elected from the Directors present. The Secretary of the Corporation shall act as Secretary of all meetings of the Directors; but in the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting. SECTION 8. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided by resolution passed by a majority of the whole Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power of authority in reference to amending the Articles of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending these By-Laws; and unless such resolution, these By-Laws, or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. SECTION 9. Conference Telephone Meetings. Unless otherwise restricted by the Articles of Incorporation or by these By-Laws, the members of the Board of Directors or any committee designated by the Board, may participate in a meeting of the Board or such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting. SECTION 10. Consent of Directors or Committee in Lieu of Meeting. Unless otherwise restricted by the Articles of Incorporation or by these By- Laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board or committee, as the case may be. ARTICLE III Officers SECTION 1. Officers. The officers of the Corporation shall be a Chairman of the Board, a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary and a Treasurer, and such additional officers, if any, as shall be elected by the Board of Directors pursuant to the provisions of Section 7 of this Article III. The Chairman of the Board, the Chief Executive Officer, the President, one or more Vice Presidents, the Secretary and the Treasurer shall be elected by the Board of Directors at its first meeting after each annual meeting of the stockholders. The failure to hold such election shall not of itself terminate the term of office of any officer. All officers shall hold office at the pleasure of the Board of Directors. Any officer may resign at any time upon written notice to the Corporation. Officers may, but need not, be Directors. Any number of offices may be held by the same person. All officers, agents and employees shall be subject to removal, with or without cause, at any time by the Board of Directors. The removal of an officer without cause shall be without prejudice to his contract rights, if any. The election or appointment of an officer shall not of itself create contract rights. All agents and employees other than officers elected by the Board of Directors shall also be subject to removal, with or without cause, at any time by the officer appointing them. Any vacancy caused by the death of any officer, his resignation, his removal, or otherwise, may be filled by the Board of Directors, and any officer so elected shall hold office at the pleasure of the Board of Directors. In addition to the powers and duties of the officers of the Corporation as set forth in these By-Laws, the officers shall have such authority and shall perform such duties as from time to time may be determined by the Board of Directors. SECTION 2. Powers and duties of the Chairman of the Board. The Chairman of the Board shall perform all duties incident to the office of the Chairman of the Board. He shall preside at all meetings of the stockholders and at all meetings of the Board of Directors and shall have such other powers and perform such other duties as may from time to time be assigned to him by these By-Laws or by the Board of Directors. SECTION 2.1. Powers and duties of the Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Corporation and shall, subject to the direction of the Board of Directors, have general supervision and control of its business. In the absence of the Chairman of the Board, the Chief Executive Officer, shall preside at all meetings of the stockholders and at all meetings of the Board of Directors. The Chief Executive Officer shall have general supervision and direction of all of the officers, employees and agents of the Corporation. SECTION 3. Powers and duties of the President. The President, subject to the control of the Board of Directors and the Chief Executive Officer of the Corporation, shall have general charge and control of all the Corporation's business, affairs and operations and shall perform all duties incident to the office of President. In the absence of the Chairman of the Board and the Chief Executive Officer, the President shall preside at all meetings of the stockholders and at all meetings of the Board of Directors and shall have such other powers and perform such other duties as may, from time to time, be assigned to him by these By-Laws or by the Board of Directors. The President, subject to the control of the Board of Directors and the Chief Executive Officer, shall have general supervision and direction of all of the officers, employees and agents of the Corporation. SECTION 4. Powers and duties of the Vice Presidents. Each Vice President shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned to him by these By-Laws or by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President. SECTION 5. Powers and duties of the Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the stockholders in books provided for that purpose; he shall attend to the giving or serving of all notices of the Corporation; he shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and other papers as the Board of Directors, the Chief Executive Officer or the President shall authorize and direct; he shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors, the Chief Executive Officer or the President shall direct, all of which shall at all reasonable times be open to the examination of any Director, upon application, at the office of the Corporation during business hours; and he shall perform all duties incident to the office of Secretary and shall also have such other powers and shall perform such other duties as may from time to time be assigned to him by these By-Laws or the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President. SECTION 6. Powers and duties of the Treasurer. The Treasurer shall have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and securities of the Corporation which may have come into his hands; he may endorse on behalf of the Corporation for collection checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositary or depositaries as the Board of Directors may designate; he shall sign all receipts and vouchers for payments made to the Corporation; he shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose full and accurate accounts of all moneys received or paid or otherwise disposed of by him and whenever required by the Board of Directors, the Chief Executive Officer or the President shall render statements of such accounts; he shall, at all reasonable times, exhibit his books and accounts to any Director of the Corporation upon application at the office of the Corporation during business hours; and he shall perform all duties incident to the office of the Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned to him by these By-Laws or by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President. SECTION 7. Additional Officers. The Board of Directors may from time to time elect such other officers (who may but need not be Directors), including a Controller, Assistant Treasurers, Assistant Secretaries and Assistant Controllers, as the Board may deem advisable and such officers shall have such authority and shall perform such duties as may from time to time be assigned to them by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President. The Board of Directors may from time to time by resolution delegate to any Assistant Treasurer or Assistant Treasurers any of the powers or duties herein assigned to the Treasurer; and may similarly delegate to any Assistant Secretary or Assistant Secretaries any of the powers or duties herein assigned to the Secretary. SECTION 8. Giving of Bond by Officers. All officers of the Corporation, if required to do so by the Board of Directors, shall furnish bonds to the Corporation for the faithful performance of their duties, in such penalties and with such conditions and security as the Board shall require. SECTION 9. Voting Upon Stocks. Unless otherwise ordered by the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend and to act and to vote, or in the name of the Corporation to execute proxies to vote, at any meetings of stockholders of any corporation in which the Corporation may hold stock, and at any such meetings shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such stock. The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons. SECTION 10. Compensation of Officers. The officers of the Corporation shall be entitled to receive such compensation for their services as shall from time to time be determined by the Board of Directors. ARTICLE IV Stock-Seal-Fiscal Year SECTION 1. Certificates for Shares of Stock. The certificates for shares of stock of the Corporation shall be in such form, not inconsistent with the Articles of Incorporation, as shall be approved by the Board of Directors. All certificates shall be signed by the Chairman of the Board, the Chief Executive Officer, the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall not be valid unless so signed. In case any officer or officers who shall have signed any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall 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 had not ceased to be such officer or officers of the Corporation. All certificates for shares of stock shall be consecutively numbered as the same are issued. The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the books of the Corporation. Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be cancelled, and no new certificates shall be issued until former certificates for the same number of shares have been surrendered and cancelled. SECTION 2. Lost, Stolen or Destroyed Certificates. Whenever a person owning a certificate for shares of stock of the Corporation alleges that it has been lost, stolen or destroyed, he shall file in the office of the Corporation an affidavit setting forth, to the best of his knowledge and belief, the time, place and circumstances of the loss, theft or destruction, and, if required by the Board of Directors, a bond of indemnity or other indemnification sufficient in the opinion of the Board of Directors to indemnify the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new certificate in replacement therefor. Thereupon the Corporation may cause to be issued to such person a new certificate in replacement for the certificate alleged to have been lost, stolen or destroyed. Upon the stub of every new certificate so issued shall be noted the fact of such issue and the number, date and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new certificate is issued. SECTION 3. Transfer of Shares. Shares of stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his attorney duly authorized in writing, upon surrender and cancellation of certificates for the number of shares of stock to be transferred, except as provided in the preceding section. SECTION 4. Regulations. The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation. SECTION 5. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting or entitled to receive payment of any dividend or other distribution or allotment or any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, as the case may be, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed; and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. SECTION 6. Dividends. Subject to the provisions of the Articles of Incorporation, the Board of Directors shall have power to declare and pay dividends upon shares of stock of the Corporation, but only out of funds available for the payment of dividends as provided by law. Subject to the provisions of the Articles of Incorporation, any dividends declared upon the stock of the Corporation shall be payable on such date or dates as the Board of Directors shall determine. If the date fixed for the payment of any dividend shall in any year fall upon a legal holiday, then the dividend payable on such date shall be paid on the next day not a legal holiday. SECTION 7. Corporate Seal. The Board of Directors shall provide a suitable seal, containing the name of the Corporation, which seal shall be kept in the custody of the Secretary. A duplicate of the seal may be kept and be used by any officer of the Corporation designated by the Board, the Chief Executive Officer or the President. SECTION 8. Fiscal Year. The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine. ARTICLE V Miscellaneous Provisions SECTION 1. Check, Notes, Etc. All checks, drafts, bills of exchange, acceptances, notes or other obligations or orders for the payment of money shall be signed and, if so required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate. Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depositary by the Treasurer, or otherwise as the Board of Directors may from time to time, by resolution, determine. SECTION 2. Loans. No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors. When authorized so to do, any officer or agent of the Corporation may effect loans and advances for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation. When authorized so to do, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same. Such authority may be general or confined to specific instances. SECTION 3. Waivers of Notice. Whenever any notice whatever is required to be given by law, by the Certificate of Incorporation or by these By-Laws to any person or persons, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto. SECTION 4. Offices Outside of Nevada. Except as otherwise required by the laws of the State of Nevada, the Corporation may have an office or offices and keep its books, documents and papers outside of the State of Nevada at such place or places as from time to time may be determined by the Board of Directors, the Chief Executive Officer or the President. SECTION 5. Indemnification of Directors, Officers and Employees. The Corporation shall indemnify to the full extent authorized by law any person made or threatened to be made a party to an action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate 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. ARTICLE VI Amendments These By-Laws and any amendment thereof may be altered, amended or repealed, or new By-Laws may be adopted, by the Board of Directors at any regular or special meeting by the affirmative vote of a majority of all of the members of the Board, provided in the case of any special meeting at which all of the members of the Board are not present, that the notice of such meeting shall have stated that the amendment of these By-Laws was one of the purposes of the meeting; but these By-Laws and any amendment thereof, including the By- Laws adopted by the Board of Directors, may be altered, amended or repealed and other By-Laws may be adopted by the holders of a majority of the total outstanding stock of the Corporation entitled to vote at any annual meeting or at any special meeting, provided, in the case of any special meeting, that notice of such proposed alteration, amendment, repeal or adoption is included in the notice of the meeting. EX-27 4
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET OF FINANCIAL FEDERAL CORPORATION AND SUBSIDIARIES AS OF JANUARY 31, 1999 AND THE RELATED CONSOLIDATED STATEMENT OF OPERATIONS AND RETAINED EARNINGS FOR THE SIX MONTH PERIOD THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1000 6-MOS JUL-31-1999 JAN-31-1999 2558 0 835613 14740 0 0 0 0 827912 0 0 0 0 7439 126668 827912 0 42624 0 0 0 1450 19079 17284 6677 10627 0 0 0 10627 .61 .71 THE FINANCIAL STATEMENTS INCLUDE A NONCLASSIFIED BALANCE SHEET
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