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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended January 29, 2000
Commission File Number 1-5452
ONEIDA LTD.
163-181 KENWOOD AVENUE
ONEIDA, NEW YORK 13421-2899
(315) 361-3636
NEW YORK 15-0405700
(State of Incorporation) (I.R.S. Employer Identification No.)
Securities registered pursuant to Section 12(b) of the Act:
Name of exchange
Title of Class on which registered
Common Stock, par value New York Stock Exchange
$1.00 per share with attached
Preferred Stock purchase rights
Securities registered pursuant to Section 12(g) of the Act:
6% Cumulative Preferred Stock, par value $25 per share
(Title of Class)
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[X]
The aggregate market value of the voting stock held by non-affiliates of the
registrant based on a closing price of $18.6875 per share as reported on the New
York Stock Exchange Composite Index on April 17, 2000 was $293,660,626.
The number of shares of Common Stock ($1.00 par value) outstanding as of April
17, 2000, was 16,422,173.
Documents Incorporated by Reference
1. Portions of Oneida Ltd.'s Annual Report to Stockholders for the fiscal year
ended January 29, 2000 (Parts I and II of Form 10-K).
2. Portions of Oneida Ltd.'s Definitive Proxy Statement dated April 24, 2000
(Part III of Form 10-K).
Page 1 of 19. See list of Exhibits on pages 11-14.
PART I
ITEM 1. BUSINESS.
a. General.
The Company (unless otherwise indicated by the context, the term "Company" means
Oneida Ltd. and its consolidated subsidiaries) was incorporated in New York in
1880 under the name Oneida Community, Limited. In 1935, the Company's name
was changed to Oneida Ltd. It maintains its executive offices in Oneida, New
York.
Since its inception, the Company has manufactured and marketed tableware -
initially sterling and later silverplated and stainless steel products.
By acquiring subsidiaries, entering into strategic distributorship
arrangements and expanding its own tableware lines, the Company has diversified
into the manufacture and distribution of commercial and retail china dinnerware
and the distribution of other tableware and gift items, most notably crystal and
glass stemware, barware and giftware.
b. Industry Segments.
The Company's operations and assets are in one principal industry:
tableware products. The Company's principal industry segments are grouped
around the manufacture and distribution of three major product categories:
metalware, dinnerware and glassware. The Company also distributes a variety
of other tabletop accessories.
Information regarding the Company's operations by industry segment for
the years ended January 29, 2000, January 30, 1999 and January 31, 1998 is set
forth on pages 24 through 25 of the Company's Annual Report to Stockholders for
the year ended January 29, 2000, parts of which are incorporated herein by
reference.
c. Narrative Description of Business.
Principal Products.
Metalware:
Metalware is comprised of stainless steel, silverplated and sterling
silver flatware (forks, knives, spoons and serving pieces), stainless steel
and silverplated holloware (bowls, trays, and tea and coffee sets), cutlery
and cookware.
The majority of the Company's flatware is manufactured at the Company's
facilities in Sherrill, New York. In addition, the Company also utilizes the
facilities of Oneida Mexicana, S.A., located in Toluca, Mexico, to manufacture
flatware patterns that are not produced in Sherrill, New York. The Company also
imports flatware and cutlery from several international sources.
In 1999 the Company, through its Oneida International, Inc. subsidiary,
completed construction of a new foodservice stainless steel holloware
manufacturing facility located in Shanghai, China. This facility is owned
and operated by Shanghai Premium Tableware Manufacturing Co., Ltd., a wholly
owned subsidiary of Oneida International, Inc. The Company also imports
stainless steel and silverplated holloware products from several international
sources.
The Company imports its aluminum and stainless steel cookware from several
international sources.
Dinnerware:
Dinnerware includes domestic and imported china, porcelain and stoneware
plates, bowls, cups, mugs and a variety of serving pieces.
In 1998 the Company entered the casual consumer dinnerware market. At
present, the Company offers 20 patterns of dinnerware grouped into 5 distinct
lines ranging from elegant to basic restaurant style to mix-and-match. The
Company imports its consumer dinnerware from several international sources.
Buffalo China, Inc. is a leading manufacturer of vitreous china for the
foodservice industry. Buffalo China also operates a subsidiary, Ceramica de
Juarez, S.A. de C.V., located in Juarez, Mexico. Ceramica de Juarez produces
holloware and other specialty china pieces that are not manufactured in Buffalo,
including bisque china which is then finished in Buffalo and fully finished
items. THC Systems, Inc., another of the Company's wholly owned subsidiaries,
is a leading importer and marketer of vitreous china and porcelain
dinnerware for the foodservice industry. THC does business under the REGO
tradename.
The Company is also the exclusive distributor of certain china dinnerware
products manufactured by Schonwald and Noritake Co., Inc. for the United
States foodservice and institutional markets.
Glassware:
The Company's Glassware segment includes glass and crystal stemware,
barware, serveware, giftware and decorative pieces.
In September 1997, the Company began acting as the exclusive distributor of
Schott Zwiesel crystal products in the foodservice and consumer markets of the
United States, Mexico and the Caribbean. In 1999 this distribution
relationship was extended to include the foodservice and consumer markets of
Australia, New Zealand and Central and South America. In 2000, the foodservice
and consumer markets of the United Kingdom were added as well. Schott Zwiesel
is a German manufacturer of fine crystal stemware, barware and giftware. The
Company markets Schott Zwiesel's crystal products under both the Schott
Zwiesel and Oneida names. In combination with this exclusive distributorship,
the Company purchased a 25.1% ownership interest in Schott Zwiesel Glaswerke,
AG, the German corporation responsible for the production of Schott Zwiesel
crystal tableware products.
In February 1999, the Company began acting as the exclusive distributor of
the crystal products manufactured by Cristalleria Artistica La Piana, SpA, also
known as CALP, for the consumer and foodservice markets in the United States.
CALP is an Italian manufacturer of fine 24% lead crystal stemware, giftware
and decorative pieces. The Company will continue to market CALP's crystal
products under CALP's trademarks of RCR, CAPRI, DA VINCI, PRIMA VERA and
CRISTALLO, as well as under the Oneida name.
In addition to the distribution of Schott and CALP crystal, the Company
significantly expanded its self-branded glassware lines in 1998 with the
introduction of Oneida glassware for both foodservice and consumer use.
Oneida imports its glassware from several foreign sources, but is supplied
primarily by Pasabahce Cam Sanayii ve Ticaret A.S., a Turkish glassware
manufacturer. In April 2000, the Company and Pasabahce formalized their
relationship whereby the Company will act as Pasabahce's exclusive
foodservice distributor in the United States, Canada, Mexico and the Caribbean,
and for certain products in Australia and New Zealand.
The Company has and will continue to import other glass and crystal
stemware, barware, serveware, giftware and decorative pieces from several
international sources for sale under the Oneida name.
Other Tabletop Accessories:
The Company has recently begun to expand its product offerings beyond its
main metalware, dinnerware and glassware segments. These other products
include ceramic and plastic serveware, kitchen and table linens, picture
frames and decorative pieces distributed primarily by the Company's Encore
Promotions and Kenwood Silver subsidiaries.
The percentages of metalware, dinnerware, glassware and other tabletop
accessories sales to total consolidated sales for the fiscal years, which end
in January, are as follows:
2000 1999 1998
Metalware: 68% 73% 77%
Dinnerware: 21% 20% 19%
Glassware: 8% 4% 3%
Other Tabletop 3% 3% 1%
Accessories:
Principal Markets.
Consumer:
Consumer marketing focuses on individual consumers, and the Company's
wide-ranging consumer marketing activities include both retail and direct
operations. The Company's retail accounts include national and regional
department store chains, mass merchandise and discount chains, specialty
shops and local establishments. The Company's direct accounts serve business
customers in the premium, incentive, mail order and direct selling
markets. The Company also reaches consumers with its wholly owned Kenwood
Silver Company, Inc. and Encore Promotions, Inc. subsidiaries, both of which
play a significant role in the marketing of the Company's products. Kenwood
Silver Company, Inc. operates a chain of 64 Oneida Factory Stores in resort and
destination shopping areas across the United States, while Encore Promotions,
Inc. runs supermarket redemption programs featuring a variety of tableware and
household items. Since late 1999 the Company has also been actively marketing
its products via its revised and updated web site, www.oneida.com.
Most consumer orders are filled directly by the Company from its primary
distribution center located in Sherrill, New York. For some accounts, however,
orders are fulfilled by one of the Company's two other distribution centers
which are located in Ontario, California and Nashville, Tennessee.
Foodservice:
The Company serves foodservice and institutional accounts of all kinds,
including restaurants, hotels, resorts, convention centers, food
distributors, airlines, cruiselines, hospitals and educational institutions.
While most foodservice orders are filled directly by the Company from its
primary distribution centers in Sherrill and Buffalo, New York, some orders are
filled by the Company's other distribution centers which are located in Ontario,
California and Nashville, Tennessee. The Company also utilizes third party
warehouses located in Charlotte, North Carolina; Fond du Lac, Wisconsin; and
Miami, Florida to service certain foodservice customers.
International:
International activities span both the consumer and foodservice markets
described above, and include the marketing and sale of the Company's
domestically manufactured and internationally sourced products throughout the
world.
Since 1999, all sales and marketing functions in the Mexican and Central
American markets have been served by a Company subsidiary, Oneida, S.A.
de C.V., while the European and Canadian markets continue to be served by Oneida
Silversmiths, Limited and Oneida Canada, Limited, respectively.
The Company owns 94% of Oneida International, Inc., a corporation formed to
market tabletop products of Italian design, some of which are manufactured in
Italy while others are manufactured in Shanghai, China or sourced
internationally. Oneida International, Inc. develops and markets these and
other of the Company's products in the international foodservice market
through its wholly-owned subsidiary, Oneida Italy, S.r.l. Oneida Italy was
created in 1999 by the merger of two existing Oneida International
subsidiaries, Sant'Andrea S.r.l. and Table Top Engineering & Design, S.r.l.
Since 1998, the Asian and Pacific markets have been served by the Company's
subsidiary, Oneida Australia, PTY Ltd. In addition to marketing the Company's
existing products, Oneida Australia PTY Ltd. continues the businesses of two
1998 acquisitions, Stanley Rogers & Son, a leading importer and marketer of
stainless steel and silverplated flatware to retail customers in Australia and
New Zealand, and Westminster China, a leading importer and marketer of
porcelain dinnerware to the foodservice, domestic tourism and promotion
industries in Australia and New Zealand. Now supplementing the Company's Asian
and Pacific marketing efforts is Oneida Tableware Trading Co., Ltd., a Chinese
corporation formed in 1999 as a subsidiary of Oneida International,
Inc. Oneida Tableware Trading Co., Ltd. will market and distribute the
Company's various products throughout China and the other Pacific Rim countries.
In addition to the foregoing, the Company also uses a network of independent
representatives and distributors to market and sell the Company's products in
countries where the Company does not have offices or employees of its own.
International orders for both foodservice and consumer products are filled by
the Company from a variety of locations, including the Company's United States
distribution centers in Sherrill, New York and Nashville, Tennessee, as well as
the Company's international facilities in Toluca, Mexico; Bangor, Northern
Ireland; and Vercelli, Italy. In addition, many orders are shipped
directly from the suppliers to the Company's international customers.
Raw Materials.
The principal raw materials used by the Company in its manufacture of
metalware are stainless steel, brass, silver and gold. For china, they are
various clays, flint, aluminum oxide and glass frite. These materials are
purchased in the open market to meet current requirements and have historically
been available in adequate supply from multiple sources. The Company
experienced no significant or unusual problems in the purchase of raw materials
during 1999. Although the Company has successfully met its raw materials
requirements in the past, there may in the future be temporary shortages or
sharp increases in the prices of raw materials due to a number of factors such
as transportation disruptions or production or processing delays. For example,
the price of nickel, one of the components of stainless steel, a principal
ingredient of the Company's metalware products, has been volatile since late
1999. While it is impossible to predict the timing or impact of future
shortages and price increases, such shortages and increases have not in the
past had any material adverse effects on the Company's operations.
Intellectual Property.
The Company owns and maintains many design patents in the United States and
foreign countries. These patents, along with numerous copyrights, protect the
Company's product designs and decorations. In addition, the Company has
registered its most significant trademarks in the United States and many
foreign countries. The consumer, foodservice and international operations use a
number of trademarks and trade names which are advertised and promoted
extensively including ONEIDA, BUFFALO CHINA, COMMUNITY, DJ, HEIRLOOM, LTD,
NORTHLAND, REGO, THC, ROGERS and SANT'ANDREA. Taken as a whole, the
Company's intellectual property, especially the market recognition associated
with the ONEIDA name, is a material, although intangible, corporate asset.
Licenses.
The Company continues to explore opportunities to capitalize on the ONEIDA
name in new product categories. One vehicle for this expansion has been
licensing the ONEIDA name for use by third parties on products complementary
to the Company's own core tableware lines. Examples include agreements with
Robinson Knife Manufacturing Co., Inc. and Trendex Home Designs, Inc. for the
manufacture and marketing of ONEIDA kitchen tools and accessories and ONEIDA
kitchen and table linens, respectively. Neither the terms nor the effects of
any of the Company's license agreements are material.
Seasonality of Business.
Although consumer operations normally do a greater volume of business
during October, November and December, primarily because of holiday-related
orders for metalware, dinnerware and glassware products, the total metalware,
dinnerware and glassware businesses are not considered seasonal.
Customer Dependence.
No material part of the Company's business is dependent upon a single
customer, the loss of which would have a materially adverse effect.
Sufficient inventories of metalware, dinnerware, glassware and other products
are maintained by the Company to respond promptly to orders.
Backlog Orders.
Tableware operations had order backlogs of $30,252,000 as of March 22, 2000
and $27,696,600 as of March 22, 1999. This backlog is expected to be filled
during the current fiscal year, principally in the first quarter. The
amount of backlog is reasonable for the tableware industry.
Market Conditions and Competition.
The Company is the only domestic manufacturer of a complete line of stainless
steel, silverplated and sterling flatware. The Company believes that it is
the largest producer of stainless steel and silverplated flatware in the
world. The recent additions of consumer dinnerware and a full crystal and
glass line make the Company a truly complete tableware supplier. The Company
faces competition from several domestic companies that market both imported
and domestically manufactured lines and from hundreds of importers engaged
exclusively in marketing foreign-made tableware products. In recent years
there is also competition from department and specialty stores and
foodservice establishments that import foreign-made tableware products under
their own private labels for their sale or use. The Company strives to
maintain its market position through product diversity and design innovation.
The metalware, dinnerware and glassware businesses are each highly competitive.
The principal factors affecting domestic consumer competition are design, price,
quality and packaging. Other factors that have an effect on consumer competition
are availability of replacement pieces and product warranties. In the opinion of
the Company, no one factor is dominant and the significance of the different
competitive factors varies from customer to customer.
The principal factors affecting domestic foodservice competition are price,
service and quality. The Company's foodservice products and service are highly
regarded in this industry, and it is one of the largest sources of commercial
china dinnerware and stainless steel and silverplated tableware in the United
States.
The principal factor affecting international competition is brand recognition.
Other factors affecting the Company's participation in the international market
include competition with local suppliers and high import duties, both of
which increase the Company's costs relative to local producers.
Research and Development.
The Company places a considerable emphasis on excellence in development
and design. To achieve this end the Company maintains full time in-house design
and engineering departments that continuously develop, test and improve
products and manufacturing methods. Independent designers and collaborative
efforts with other companies contribute to the Company's emphasis on
development and design. The Company's actual expenditures on research and
development activities during the past three fiscal years, however, have not
been material.
Environmental Compliance.
The Company does not anticipate that compliance with federal, state and
local environmental laws and regulations will have any material effect upon the
capital expenditures, earnings or competitive position of the Company. The
Company does not anticipate any material capital expenditures for
environmental control facilities for the remainder of the current fiscal year
or the succeeding fiscal year.
Employment.
The Company and its subsidiaries employed approximately 3,400 employees in
domestic operations and 1,400 employees in foreign operations as of March 1,
2000. The Company maintains positive relations with its domestic and foreign
employees. With the exception of its Buffalo China, Inc. subsidiary, the
Company's facilities are not unionized. The employees of Buffalo China Inc.'s
manufacturing facility in Buffalo, New York are represented by the
Glass, Molders, Pottery, Plastics & Allied Workers International Union AFL-
CIO, CLC and its local union No. 76A. The current collective bargaining
agreement between Buffalo China, Inc. and the Glass, Molders, Pottery, Plastic
& Allied Workers International Union AFL-CIO, CLC and its local union No. 76A
expires on July 31, 2002. The Company has experienced no work stoppages or
strikes in the past five years.
Year 2000.
Year 2000 issues relate to the ability of computer systems to distinguish
data that contains dates beyond December 31, 1999. The Company created and
implemented a comprehensive Year 2000 compliance plan.
As part of its compliance plan the Company reviewed all of its software and
information processing systems and identified date sensitive functions. Those
systems were then tested and, if necessary, brought into compliance prior to
January 1, 2000. The Company also contacted and worked with its major
customers, suppliers, service providers and business partners to ensure year
2000 readiness. Finally, the Company developed and maintains a contingency
plan.
Based on the information available as of the date hereof, all of the Company's
critical systems successfully made the year 2000 transition and neither the
Company nor its major customers, suppliers, service providers or business
partners experienced significant events attributable to year 2000 issues. The
Company continues to monitor year 2000 developments closely to insure a timely
response to any issues that may arise.
Since 1998 the Company has incurred a total of $500,000 in costs directly
related to year 2000 evaluation, preparation and compliance. The Company
does not expect to incur any additional significant direct costs related to the
year 2000 issue.
Notwithstanding the foregoing, the Company could still be adversely
affected if its customers, suppliers, service providers, business
partners and/or governmental agencies have not yet brought all of their
systems into year 2000 compliance. This could affect, among other things, the
Company's ability to purchase raw materials, receive orders for and ship its
products and transact business with its financial institutions, which could
constitute a material and immeasurable financial risk to the Company.
Forward Looking Information.
With the exception of historical data, the information contained in this Form
10-K, as well as those other documents incorporated by reference herein, is
forward-looking. For the purposes of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995, the Company cautions readers that
changes in certain factors could affect the Company's future results and
could cause the Company's future consolidated results to differ materially
from those expressed herein. Such factors include, but are not limited to:
general economic conditions in the Company's markets; difficulties or delays
in the development, production and marketing of new products; the impact of
competitive products and pricing; certain assumptions related to consumer
purchasing patterns; significant increases in interest rates or the level of
the Company's indebtedness; major slowdowns in the retail, travel or
entertainment industries; the loss of several of the Company's major customers;
underutilization of the Company's plants and factories; and the amount and rate
of growth of the Company's selling, general and administrative expenses.
ITEM 2. PROPERTIES.
The principal properties of the Company and its subsidiaries are situated at the
following locations and have the following characteristics:
Approximate Square Footage
Ontario, California Warehouse 206,000
Buffalo, New York Manufacturing China 257,000
Buffalo, New York Offices, Warehouse and China
Decorating Facility 203,000
Buffalo, New York Offices and Warehouse 82,000
Oneida, New York Executive Administrative Offices 95,000
Sherrill, New York Manufacturing Stainless Steel,
Silverplated and Sterling Flatware 1,082,000
Sherrill, New York Offices and Warehouse 206,000
Sherrill, New York Manufacturing Knives 135,000
Nashville, Tennessee Warehouse 293,000
Melbourne, Australia Offices, Warehouse and China
Decorating and Silver Plating Facility 60,000
Niagara Falls, Ontario, Offices and Warehouse 120,000
Canada
Shanghai, China Manufacturing Foodservice Holloware 55,000
Bangor, N. Ireland Offices and Warehouse 32,000
Vercelli, Italy Offices, Warehouse and Manufacturing
Stainless Steel Holloware 84,000
Juarez, Mexico Manufacturing China 65,000
Toluca, Mexico Manufacturing Stainless Steel Flatware 75,000
All of these buildings are owned by the Company with the following exceptions:
Ownership of the 206,000 square foot Oneida, New York warehouse and office
property was transferred to the Oneida County Industrial Agency on February
25, 2000 in exchange for various tax concessions from the county. The
property will remain in the ownership of the Oneida County Industrial
Development Agency for a term of fifteen years, upon the expiration of which
the property will be conveyed back to the Company.
The 203,000 square foot Buffalo, New York office, warehouse and decorating
property was transferred to the Erie County Industrial Agency on February
29, 2000 in exchange for various tax concessions from the county. The
property will remain in the ownership of the Erie County Industrial Development
Agency for a term of fifteen years, upon the expiration of which the property
will be conveyed back to Buffalo China.
The offices and warehouses in Ontario, California; Nashville, Tennessee;
Melbourne, Australia; and Bangor, Northern Ireland are leased.
In addition to the land primarily associated with its manufacturing
operations, the Company owns approximately 600 additional acres in the
cities of Sherrill and Oneida and the town of Vernon, New York.
The Company leases sales offices and/or showrooms in New York City;
Melville, New York; Atlanta; Miami; London; and Vercelli, Italy. The Company
also leases retail outlet space in numerous locations throughout the United
States through its wholly-owned subsidiary, Kenwood Silver Company, Inc., and
in several locations in the United Kingdom through its branch, Oneida
Silversmiths, Limited.
In March 2000 the Company completed construction of a 206,000 square foot
expansion on a site adjacent to the Company's main manufacturing facility in
Sherrill, New York. The expansion, now fully operational, centralized the
Company's various metalware distribution operations, and includes warehousing
and related office space.
All of the Company's buildings are located on sufficient property to accommodate
any further expansion or development planned over the next five years. The
properties are served adequately by transportation facilities, are well
maintained and are adequate for the purposes for which they are intended and
used.
ITEM 3. LEGAL PROCEEDINGS.
On December 8, 1998, the Oneida Indian Nation of New York, the Oneida Tribe
of Indians of Wisconsin and the Oneida of the Thames, as Plaintiffs, along
with The United States of America, as Intervenor, moved to amend their
Complaint filed on May 3, 1974 in the United States District Court for the
Northern District of New York against the Counties of Madison and Oneida, New
York. The Amended Complaint seeks to add the State of New York, New York
State Thruway Authority, Utica-Rome Motorsports, Inc., Niagara Mohawk Power
Corporation and the Oneida Valley National Bank, individually and as
representatives of the class of similarly situated private landowners in
Madison and Oneida Counties. The Complaint alleges that during the nineteenth
century the Oneidas' lands were improperly transferred. The Oneidas' seek
title to the property as well as monetary damages. The Company's headquarters
and main manufacturing and distribution facilities are located within this
land claim area. The Company filed a motion to intervene with the United States
District Court for the Northern District of New York on February 26, 1999. The
Judge's decision on whether private landowners will be added as Defendants is
pending. Settlement discussions continue between the Oneidas' Madison and
Oneida counties and the State of New York.
In addition to the foregoing, the Company is involved in various routine legal
proceedings incidental to the operation of its business. Other than as
discussed herein, the Company's Management does not believe there is any
ongoing or pending litigation with a possible material effect on the financial
position of the Company.
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF STOCKHOLDERS.
None.
PART II
Information required to be furnished under Items 5 through 9 of this Part is
set forth in, and incorporated by reference to, the Company's Annual Report to
Stockholders for the year ended January 29, 2000, at the respective pages
indicated.
ITEM 5. MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS.
Page 30 of the Company's Annual Report.
ITEM 6. SELECTED FINANCIAL DATA.
Page 31 of the Company's Annual Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Pages 27 through 30 of the Company's Annual Report.
ITEM 7a. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK.
Pages 13 through 31 of the Company's Annual Report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Pages 13 through 31 of the Company's Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
Information required to be furnished under Items 10 through 13 of this Part is
set forth in, and incorporated by reference to, the Company's definitive Proxy
Statement dated April 24, 2000 (File 1-5452), at the respective pages indicated.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Pages 3 through 4 of the Company's definitive Proxy Statement.
Executive Officers of the Registrant.
As of March 29, 2000, the persons named below are the executive officers of
the Company and all have been elected to serve in the capacities indicated at
the pleasure of the Oneida Ltd. Board of Directors. No family relationships
exist among any of the executive officers named, nor is there any
arrangement or understanding pursuant to which any person was selected as an
officer.
Name, Age and Positions Principal Business Affiliations During
with Company Past Five Years
Allan H. Conseur, 51 Mr. Conseur was elected Executive Vice
Executive Vice President in May 1999. He has been
President, President President of Oneida International
Oneida International since 1998 and President of THC
and President THC Systems Systems, Inc. for more than the past
Inc. five years. Mr. Conseur joined the
Company in November 1996.
Harold J. DeBarr, 55 Mr. DeBarr was elected Corporate
Corporate Senior Vice Senior Vice President in May 1999. He
President, Manufacturing had been Senior Vice President,
and Engineering Manufacturing and Engineering since
1996 and Vice President, Manufacturing
since 1993.
Thomas A. Fetzner, 52 Mr. Fetzner has been Vice President
Vice President and and Corporate Controller for more than
Corporate Controller the past five years.
J. Peter Fobare, 50 Mr. Fobare assumed responsibility for
Senior Vice President the Consumer Direct Division in April
and General Manager, 1999. He had been Senior Vice
Consumer Retail and President and General Manager of the
Consumer Direct Consumer Retail Division for more than
Divisions and Director a five years prior to April 1999.
Robert J. Houle, 58 Mr. Houle was elected Corporate Vice
Corporate Vice President in May 1999. He had been
President, Human Vice President, Human Resources and
Resources Manufacturing Administration since 1995.
Peter J. Kallet, 53 Mr. Kallet was elected Chief Executive
President and Chief Officer in December 1998. He had been
Executive Officer President and Chief Operating Officer
and a Director since 1996 and Senior Vice President
and General Manager of the Company's
Foodservice Division for more than
five years prior to 1996.
Robert Lupica, 38 Mr. Lupica was elected Corporate
Corporate Senior Vice Senior Vice President in May 1999. He
President had been General Manager of the
Company's Buffalo China, Inc.
subsidiary since 1996. Mr. Lupica
joined the Company in 1996.
William D. Matthews, 65 Mr. Matthews has been Chairman of the
Chairman of the Board Board for more than the past five years.
Matthew J. Smith, 48 Mr. Smith was elected Corporate Senior
Corporate Senior Vice Vice President in May 1999. He had
President, Information been Senior Vice President since 1998
Systems and Logistics and Vice President since 1995.
Catherine H. Suttmeier, 43 Ms. Suttmeier was elected Corporate
Corporate Vice President, Vice President in May 1999. She had
Secretary and General been Vice President, Secretary and
Counsel and a Director General Counsel for more than five
years prior to May 1999.
Edward W. Thoma, 54 Mr. Thoma was elected Corporate Senior
Corporate Senior Vice Vice President in May 1999. He had
President, Finance been Senior Vice President, Finance
for more than five years prior to May 1999.
ITEM 11. EXECUTIVE COMPENSATION.
Pages 7 through 13 of the Company's definitive Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Pages 1, 5 and 6 of the Company's definitive Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Pages 1 through 5 of the Company's definitive Proxy Statement.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K.
(a) 1. Financial statements incorporated by reference from the Company's 2000
Annual Report to Stockholders and filed as part of this Report:
Consolidated Statements of Operations for the fiscal years ended 2000,
1999 and 1998 (page 13 of the Company's Annual Report).
Consolidated Balance Sheets for the fiscal years ended 2000 and 1999
(pages 14 of the Company's Annual Report).
Consolidated Statements of Changes in Stockholders' Equity for the
fiscal years ended 2000, 1999 and 1998 (page 15 of the Company's
Annual Report).
Consolidated Statements of Cash Flows for the fiscal years ended 2000,
1999 and 1998 (page 16 of the Company's Annual Report).
Notes to Consolidated Financial Statements (pages 17 through 25 of
the Company's Annual Report).
Independent Auditor's Report (page 26 of the Company's Annual Report).
2. Financial Statement Schedule:
Schedule II, Valuation and Qualifying Accounts, for fiscal years ended
2000, 1999 and 1998 (page 18 of this Report).
Report of Independent Accountants on Accompanying Information (page 17
of this Report).
All other schedules have been omitted because of the absence of conditions under
which they are required or because the required information is included in the
financial statements submitted.
3. Exhibits:
(3)(i) The Company's Restated Articles of Incorporation, as amended.
(ii) The Company's By-Laws, as amended and restated.
(4)(a)(i) Note Agreement dated January 1, 1992, between Oneida Ltd.,
Allstate Life Insurance and Pacific Mutual Life Insurance
Company, which is incorporated by reference to the
Registrant's Annual Report on Form 10-K for the year ended
January 25, 1997.
(ii) Revolving Credit Agreement dated January 19, 1996 between
Oneida Ltd., The Chase Manhattan Bank, N.A., Chemical Bank
and NationsBank, N.A., which is incorporated by reference to
the Registrant's Annual Report on Form 10-K for the year
ended January 27, 1996.
(iii) Amendment No. 1 to the January 19, 1996 Revolving Credit
Agreement between Oneida Ltd., The Chase Manhattan Bank,
N.A., Chemical Bank and NationsBank, N.A., which is
incorporated by reference to the Registrant's Annual Report
on Form 10-K for the year ended January 25, 1997. Amendment
No. 1 is dated September 25, 1996, and was executed by Oneida
Ltd., The Chase Manhattan Bank (successor to The Chase
Manhattan Bank, N.A. and Chemical Bank), NationsBank, N.A.
and Marine Midland Bank.
(iv) Amendment No. 2 to the January 19, 1996 Revolving Credit
Agreement between Oneida Ltd., The Chase Manhattan Bank,
N.A., Chemical Bank and NationsBank, N.A., which is
incorporated by reference to the Registrant's Annual Report
on Form 10-K for the year ended January 25, 1997. Amendment
No. 2 is dated November 1, 1996, and was executed by Oneida
Ltd., The Chase Manhattan Bank (successor to The Chase
Manhattan Bank, N.A. and Chemical Bank), NationsBank, N.A.
and Marine Midland Bank.
(v) Note Agreement dated November 15, 1996, between Oneida Ltd.,
THC Systems, Inc., Allstate Life Insurance Company and
Pacific Mutual Life Insurance Company, which is incorporated
by reference to the Registrant's Annual Report on Form 10-K
for the year ended January 25, 1997.
(vi) First Amendment to the January 1, 1992 Note Agreement between
Oneida Ltd., Allstate Life Insurance and Pacific Mutual Life
Insurance Company, which is incorporated by reference to the
Registrant's Annual Report on Form 10-K for the year ended
January 25, 1997. The First Amendment to Note Agreement is
dated November 26, 1996, and was executed by Oneida Ltd.,
Allstate Life Insurance and Pacific Mutual Life Insurance
Company.
(vii) Consent and Amendment No. 3 to the January 19, 1996 Revolving
Credit Agreement between Oneida Ltd., The Chase Manhattan
Bank, N.A., Chemical Bank and NationsBank, N.A, which is
incorporated by reference to the Registrant's Annual Report
on Form 10-K for the year ended January 25, 1997. The Consent
and Amendment No. 3 is dated January 24, 1997, and was
executed by Oneida Ltd., The Chase Manhattan Bank (successor
to The Chase Manhattan Bank, N.A. and Chemical Bank),
NationsBank, N.A. and Marine Midland Bank.
(viii) Waiver and Amendment No. 4 to the January 19, 1996 Revolving
Credit Agreement between Oneida Ltd., The Chase Manhattan
Bank, N.A., Chemical Bank and NationsBank, N.A., which is
incorporated by reference to the Registrant's Annual Report
on Form 10-K for the year ended January 30, 1999. The Waiver
and Amendment No.4 is dated September 14, 1998, and was
executed by Oneida Ltd., The Chase Manhattan Bank (successor
to The Chase Manhattan Bank, N.A. and Chemical Bank),
NationsBank, N.A. and Marine Midland Bank.
(ix) Waiver to the January 19, 1996 Revolving Credit Agreement
between Oneida Ltd., The Chase Manhattan Bank, N.A., Chemical
Bank and NationsBank, N.A., which is incorporated by
reference to the Registrant's Annual Report on Form 10-K for
the year ended January 30, 1999. The Waiver is dated December
10, 1998, and was executed by The Chase Manhattan Bank
(successor to The Chase Manhattan Bank, N.A. and Chemical
Bank), NationsBank, N.A. and Marine Midland Bank.
(x) Amendment No. 5 to the January 19, 1996 Revolving Credit
Agreement between Oneida Ltd., The Chase Manhattan Bank,
N.A., Chemical Bank and NationsBank, N.A., which is
incorporated by reference to the Registrant's Annual Report
on Form 10-K for the year ended January 30, 1999. Amendment
No.5 is dated February 19, 1999, and was executed by Oneida
Ltd., The Chase Manhattan Bank (successor to The Chase
Manhattan Bank, N.A. and Chemical Bank), NationsBank, N.A.
and Marine Midland Bank.
(xi) Amendment No. 6 to the January 19, 1996 Revolving Credit
Agreement between Oneida Ltd., The Chase Manhattan Bank,
N.A., Chemical Bank and NationsBank, N.A. Amendment No.6 is
dated June 30, 1999, and was executed by Oneida Ltd., The
Chase Manhattan Bank (successor to The Chase Manhattan Bank,
N.A. and Chemical Bank), NationsBank, N.A. and HSBC Bank, USA
(successor to Marine Midland Bank).
(xii) Term Loan between Oneida Ltd. and Bank Alliance, N.A. dated
July 28, 1999.
(xiii) Term Loan between Oneida Ltd. and Fleet National Bank dated
July 28, 1999.
(xiv) Waiver to the January 19, 1996 Revolving Credit Agreement
between Oneida Ltd., The Chase Manhattan Bank, N.A., Chemical
Bank and NationsBank, N.A. The Waiver is dated December 8,
1999, and was executed by The Chase Manhattan Bank (successor
to The Chase Manhattan Bank, N.A. and Chemical Bank), Bank of
America, N.A. (successor to NationsBank, N.A.) and HSBC Bank,
USA (successor to Marine Midland Bank).
(b) Amended and Restated Rights Agreement adopted by the Board of
Directors on October 27, 1999 and dated December 3, 1999.
10)(a)(i) Employment Agreement with one executive employee of the
Company dated March 12, 1999.
(ii) Employment Agreements with 11 executive employees of the
Company dated November 15, 1999.
(b) Oneida Ltd. Management Incentive Plan adopted by the Board of
Directors on February 24, 1988, as amended, which is
incorporated by reference to the Registrant's Annual Report
on Form 10-K for the year ended January 30, 1999.
(c) Oneida Ltd. 1998 Stock Option Plan adopted by the Board of
Directors and approved by stockholders on May 27, 1998, which
is incorporated by reference to the Registrant's Annual
Report on Form 10-K for the year ended January 30, 1999.
(d) Oneida Ltd. 1998 Non-Employee Director Stock Option Plan
adopted by the Board of Directors and approved by
stockholders on May 27, 1998, which is incorporated by
reference to the Registrant's Annual Report on Form 10-K for
the year ended January 30, 1999.
(e) Oneida Ltd. Employee Security Plan adopted by the Board of
Directors on July 26, 1989.
(f) Oneida Ltd. Restricted Stock Award Plan adopted by the Board
of Directors on November 29, 1989 and approved by
stockholders on May 30, 1990, which is incorporated by
reference to the Registrant's Annual Report on Form 10-K for
the year ended January 27, 1996.
(g) Amended and Restated Oneida Ltd. Deferred Compensation Plan
for Key Employees adopted by the Board of Directors on
October 27, 1999 and effective November 1, 1999.
(h) Oneida Ltd. Restoration Plan adopted by the Board of
Directors on February 28, 2000.
(13) Portions of the Oneida Ltd. Annual Report to Stockholders for
the fiscal year ended January 29, 2000, which have been
incorporated by reference in this Form 10-K.
(21) Subsidiaries of the Registrant.
(b) During the quarter ended January 29, 2000 no Reports on Form 8-K were filed
by the Registrant.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
ONEIDA LTD.
By: /s/ PETER J. KALLET
Peter J. Kallet
President and Chief Executive Officer
Date: March 29, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
Signature Title Date
Principal Executive Officer
/s/ PETER J. KALLET President and Chief March 29, 2000
Peter J. Kallet Executive Officer
Principal Financial Officer
/s/ EDWARD W. THOMA Corporate Senior Vice March 29, 2000
Edward W/ Thoma President, Finance
Principal Accounting Officer
/s/ THOMAS A. FETZNER Vice President and March 29, 2000
Thomas A. Fetzner Corporate Controller
The Board of Directors
/s/ WILLIAM F. ALLYN Director March 29, 2000
William F. Allyn
/s/ R. QUINTUS ANDERSON Director March 29, 2000
R. Quintus Anderson
/s/ GEORGIA S. DERRICO Director March 29, 2000
Georgia S. Derrico
/s/ J. PETER FOBARE Director March 29, 2000
J. Peter Fobare
/s/ GREGORY M. HARDEN Director March 29, 2000
Gregory M. Harden
/s/ PETER J. KALLET Director March 29, 2000
Peter J. Kallet
/s/ WILLIAM D. MATTHEWS Director March 29, 2000
William D. Matthews
/s/ WHITNEY D. PIDOT Director March 29, 2000
Whitney D. Pidot
/s/ RAYMOND T. SCHULER Director March 29, 2000
Raymond T. Schuler
/s/ CATHERINE H. SUTTMEIER Director March 29, 2000
Catherine H. Suttmeier
/s/ WILLIAM M. TUCK Director March 29, 2000
William M. Tuck
REPORT OF INDEPENDENT ACCOUNTANTS
ON ACCOMPANYING INFORMATION
To the Board of Directors and Stockholders of Oneida Ltd.
Our report on the consolidated financial statements of Oneida Ltd. has
been incorporated by reference in this Form 10-K from page 26 of the 2000
Annual Report to Stockholders of Oneida Ltd. In connection with our audits of
such financial statements, we have also audited the related financial statement
schedule contained on page 18 of this Form 10-K.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included herein.
PRICEWATERHOUSECOOPERS
/s/ PricewaterhouseCoopers LLP
Syracuse, New York
February 22, 2000
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (File Nos. 2-84304, 33-49462, 333-10795, 333-66425 and
333-87007), Form S-3 (File No. 33-64608) and Form 8-A/A (File No. 005-07119) of
Oneida Ltd. of our report dated February 22, 2000 relating to the financial
statements, which appear in the Annual Report to Shareholders, which is
incorporated in this Annual Report on Form 10-K. We also consent to the
incorporation by reference of our report dated February 22, 2000 relating to
the financial statement schedules, which appear in this Form 10-K.
PRICEWATERHOUSECOOPERS
/s/ PricewaterhouseCoopers LLP
Syracuse, New York
April 26, 2000
SCHEDULE II
ONEIDA LTD.
AND CONSOLIDATED SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED JANUARY 2000, 1999 AND 1998
(Thousands)
Column A Column B Column C Column D Column E
Balance Additions
at Charged Balance
Beginning to at
of Cost and End of
Description Period Expenses Deduction Period
YEAR ENDED JANUARY 29, 2000:
Reserves deducted from
assets to which they apply:
Doubtful accounts
receivable.......... $1,520 $ 823 $ 934 $1,409
Inventory reserves.. $1,466 $4,010 $4,304 $1,172
YEAR ENDED JANUARY 30, 1999:
Reserves deducted from
assets to which they apply:
Doubtful accounts
receivable.......... $1,896 $1,238 $1,614 $1,520
Inventory reserves.. $ 0 $1,466 $1,466
Other reserves:
Rebate program...... $ 365 $1,935 $2,300 $ 0
YEAR ENDED JANUARY 31, 1998:
Reserves deducted from
assets to which they apply:
Doubtful accounts
receivable......... $1,797 $1,751 $1,652 $1,896
Other reserves:
Rebate program..... $ 358 $2,472 $2,465 $ 365
Adjustments and doubtful accounts written off.
Payments under rebate program.
Adjustments and inventory disposals.
Includes $3,000 of inventory related to discontinued product lines.
Index to Exhibits
Exhibits:
(3)(i) The Company's Restated Articles of Incorporation, as amended.
(ii) The Company's By-Laws, as amended and restated.
(4)(a)(i) Note Agreement dated January 1, 1992, between Oneida Ltd.,
Allstate Life Insurance and Pacific Mutual Life Insurance
Company, which is incorporated by reference to the
Registrant's Annual Report on Form 10-K for the year ended
January 25, 1997.
(ii) Revolving Credit Agreement dated January 19, 1996 between
Oneida Ltd., The Chase Manhattan Bank, N.A., Chemical Bank
and NationsBank, N.A., which is incorporated by reference to
the Registrant's Annual Report on Form 10-K for the year
ended January 27, 1996.
(iii) Amendment No. 1 to the January 19, 1996 Revolving Credit
Agreement between Oneida Ltd., The Chase Manhattan Bank,
N.A., Chemical Bank and NationsBank, N.A., which is
incorporated by reference to the Registrant's Annual Report
on Form 10-K for the year ended January 25, 1997. Amendment
No. 1 is dated September 25, 1996, and was executed by Oneida
Ltd., The Chase Manhattan Bank (successor to The Chase
Manhattan Bank, N.A. and Chemical Bank), NationsBank, N.A.
and Marine Midland Bank.
(iv) Amendment No. 2 to the January 19, 1996 Revolving Credit
Agreement between Oneida Ltd., The Chase Manhattan Bank,
N.A., Chemical Bank and NationsBank, N.A., which is
incorporated by reference to the Registrant's Annual Report
on Form 10-K for the year ended January 25, 1997. Amendment
No. 2 is dated November 1, 1996, and was executed by Oneida
Ltd., The Chase Manhattan Bank (successor to The Chase
Manhattan Bank, N.A. and Chemical Bank), NationsBank, N.A.
and Marine Midland Bank.
(v) Note Agreement dated November 15, 1996, between Oneida Ltd.,
THC Systems, Inc., Allstate Life Insurance Company and
Pacific Mutual Life Insurance Company, which is incorporated
by reference to the Registrant's Annual Report on Form 10-K
for the year ended January 25, 1997.
(vi) First Amendment to the January 1, 1992 Note Agreement between
Oneida Ltd., Allstate Life Insurance and Pacific Mutual Life
Insurance Company, which is incorporated by reference to the
Registrant's Annual Report on Form 10-K for the year ended
January 25, 1997. The First Amendment to Note Agreement is
dated November 26, 1996, and was executed by Oneida Ltd.,
Allstate Life Insurance and Pacific Mutual Life Insurance
Company.
(vii) Consent and Amendment No. 3 to the January 19, 1996 Revolving
Credit Agreement between Oneida Ltd., The Chase Manhattan
Bank, N.A., Chemical Bank and NationsBank, N.A, which is
incorporated by reference to the Registrant's Annual Report
on Form 10-K for the year ended January 25, 1997. The Consent
and Amendment No. 3 is dated January 24, 1997, and was
executed by Oneida Ltd., The Chase Manhattan Bank (successor
to The Chase Manhattan Bank, N.A. and Chemical Bank),
NationsBank, N.A. and Marine Midland Bank.
(viii) Waiver and Amendment No. 4 to the January 19, 1996 Revolving
Credit Agreement between Oneida Ltd., The Chase Manhattan
Bank, N.A., Chemical Bank and NationsBank, N.A., which is
incorporated by reference to the Registrant's Annual Report
on Form 10-K for the year ended January 30, 1999. The Waiver
and Amendment No.4 is dated September 14, 1998, and was
executed by Oneida Ltd., The Chase Manhattan Bank (successor
to The Chase Manhattan Bank, N.A. and Chemical Bank),
NationsBank, N.A. and Marine Midland Bank.
(ix) Waiver to the January 19, 1996 Revolving Credit Agreement
between Oneida Ltd., The Chase Manhattan Bank, N.A., Chemical
Bank and NationsBank, N.A., which is incorporated by
reference to the Registrant's Annual Report on Form 10-K for
the year ended January 30, 1999. The Waiver is dated December
10, 1998, and was executed by The Chase Manhattan Bank
(successor to The Chase Manhattan Bank, N.A. and Chemical
Bank), NationsBank, N.A. and Marine Midland Bank.
(x) Amendment No. 5 to the January 19, 1996 Revolving Credit
Agreement between Oneida Ltd., The Chase Manhattan Bank,
N.A., Chemical Bank and NationsBank, N.A., which is
incorporated by reference to the Registrant's Annual Report
on Form 10-K for the year ended January 30, 1999. Amendment
No.5 is dated February 19, 1999, and was executed by Oneida
Ltd., The Chase Manhattan Bank (successor to The Chase
Manhattan Bank, N.A. and Chemical Bank), NationsBank, N.A.
and Marine Midland Bank.
(xi) Amendment No. 6 to the January 19, 1996 Revolving Credit
Agreement between Oneida Ltd., The Chase Manhattan Bank,
N.A., Chemical Bank and NationsBank, N.A. Amendment No.6 is
dated June 30, 1999, and was executed by Oneida Ltd., The
Chase Manhattan Bank (successor to The Chase Manhattan Bank,
N.A. and Chemical Bank), NationsBank, N.A. and HSBC Bank, USA
(successor to Marine Midland Bank).
(xii) Term Loan between Oneida Ltd. and Bank Alliance, N.A. dated
July 28, 1999.
(xiii) Term Loan between Oneida Ltd. and Fleet National Bank dated
July 28, 1999.
(xiv) Waiver to the January 19, 1996 Revolving Credit Agreement
between Oneida Ltd., The Chase Manhattan Bank, N.A., Chemical
Bank and NationsBank, N.A. The Waiver is dated December 8,
1999, and was executed by The Chase Manhattan Bank (successor
to The Chase Manhattan Bank, N.A. and Chemical Bank), Bank of
America, N.A. (successor to NationsBank, N.A.) and HSBC Bank,
USA (successor to Marine Midland Bank).
(b) Amended and Restated Rights Agreement adopted by the Board of
Directors on October 27, 1999 and dated December 3, 1999.
10)(a)(i) Employment Agreement with one executive employee of the
Company dated March 12, 1999.
(ii) Employment Agreements with 11 executive employees of the
Company dated November 15, 1999.
(b) Oneida Ltd. Management Incentive Plan adopted by the Board of
Directors on February 24, 1988, as amended, which is
incorporated by reference to the Registrant's Annual Report
on Form 10-K for the year ended January 30, 1999.
(c) Oneida Ltd. 1998 Stock Option Plan adopted by the Board of
Directors and approved by stockholders on May 27, 1998, which
is incorporated by reference to the Registrant's Annual
Report on Form 10-K for the year ended January 30, 1999.
(d) Oneida Ltd. 1998 Non-Employee Director Stock Option Plan
adopted by the Board of Directors and approved by
stockholders on May 27, 1998, which is incorporated by
reference to the Registrant's Annual Report on Form 10-K for
the year ended January 30, 1999.
(e) Oneida Ltd. Employee Security Plan adopted by the Board of
Directors on July 26, 1989.
(f) Oneida Ltd. Restricted Stock Award Plan adopted by the Board
of Directors on November 29, 1989 and approved by
stockholders on May 30, 1990, which is incorporated by
reference to the Registrant's Annual Report on Form 10-K for
the year ended January 27, 1996.
(g) Amended and Restated Oneida Ltd. Deferred Compensation Plan
for Key Employees adopted by the Board of Directors on
October 27, 1999 and effective November 1, 1999.
(h) Oneida Ltd. Restoration Plan adopted by the Board of
Directors on February 28, 2000.
(13) Portions of the Oneida Ltd. Annual Report to Stockholders for
the fiscal year ended January 29, 2000, which have been
incorporated by reference in this Form 10-K.
(21) Subsidiaries of the Registrant.