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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 25, 1997
Commission File Number 1-5452
ONEIDA LTD.
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 as of the close of business on March 18, 1997 was $211,532,066.
The number of shares of Common stock ($1.00 par value) outstanding as of March
18, 1997 was 10,778,704.
Documents Incorporated by Reference
1. Portions of Oneida Ltd.'s Annual Report to Stockholders for the fiscal year
ended January 25, 1997 (Parts I and II of Form 10-K).
2. Portions of Oneida Ltd.'s Definitive Proxy Statement dated April 25, 1997
(Part III of Form 10-K).
PART I
ITEM 1. BUSINESS.
General.
The Corporation (unless otherwise indicated by the context, the term
"Corporation" means Oneida Ltd. and its wholly-owned subsidiaries) was
incorporated in New York in 1880 under the name Oneida Community, Limited. In
1935, the Corporation's name was changed to Oneida Ltd. It maintains its
executive offices in Oneida, New York.
Since its inception, the Corporation has manufactured and marketed tableware -
initially sterling and later silverplated and stainless steel products. By
acquiring subsidiaries and expanding its tableware lines, the Corporation has
diversified into the manufacture and import of commercial china tableware and
the marketing of other tableware and gift items, most notably, crystal.
Financial Information About Industry Segments.
The Corporation operates in one principal industry, Tableware Products. Until
recently, the Corporation operated in two principal industries, Tableware and
Industrial Wire Products, but on February 12, 1997, the Corporation sold its
Camden Wire subsidiary to International Wire Group, Inc. of St. Louis, Missouri
in a transaction valued at approximately $59 million.
Information regarding the Corporation's operations by industry segment for the
years ended January 25, 1997, January 27, 1996 and January 28, 1995 is set forth
on page 23 of the Corporation's Annual Report to Shareholders for the year ended
January 25, 1997, parts of which are incorporated herein by reference.
Narrative Description of Business.
The following is a description of the business of the Corporation in the
Tableware industry.
TABLEWARE
In the tableware industry, the Corporation is organized to serve two markets:
consumer and foodservice. This is accomplished by an organizational structure
designed to serve four marketing focal points: Consumer Retail Division;
Consumer Direct Division; Foodservice Division and the International Division.
Consumer operations focus on individual consumers, both in the United States and
around the world, offering a variety of tabletop and giftware products including
stainless steel, silverplated, sterling and resin color-handle flatware;
silverplated and stainless steel holloware; cutlery; and crystal stemware and
decorative pieces.
Flatware and holloware are manufactured primarily at the Corporation's
facilities in Sherrill, New York. Its operations have been harmonized with the
Corporation's other two North American manufacturing facilities to maximize the
efficiency of producing a comprehensive product line for domestic and
international markets. Production at Oneida Canada, Limited, a wholly-owned
subsidiary located in Niagara Falls, Ontario, has been integrated with
operations at the Sherrill plant, with each facility producing complementary
items in similar product lines. Meanwhile, Oneida Mexicana, S.A., located in
Toluca, Mexico, manufactures cutlery and consumer flatware patterns which are
not produced at the Corporation's other facilities. The Corporation also
imports products from several international sources.
The Corporation's wide-ranging consumer marketing activities are coordinated by
the Oneida Silversmiths Division. Responsibilities are divided between the
Consumer Retail and Consumer Direct divisions.
The Consumer Retail Division serves retail accounts, particularly major retail
outlets. Most orders are fulfilled directly by the Corporation from its primary
distribution center located in Sherrill, New York. For some accounts,
however, orders are fulfilled by one of the Corporation's two other distribution
centers which are located in Ontario, California and Nashville, Tennessee.
The Consumer Direct Division is responsible for managing Special Sales, which
focus on serving business customers in the premium, incentive, mail order and
direct selling markets. This division also includes Kenwood Silver Company,
Inc., another wholly-owned subsidiary which plays a significant role in the
overall marketing of the Corporation's products through its operation of retail
factory store outlets. Kenwood Silver presently operates 68 Oneida Factory
Stores in resort and destination shopping areas across the United States.
The Consumer Direct and Retail Divisions are exploring opportunities to
capitalize on the ONEIDA name in new product categories. In 1996, the
Corporation signed license agreements with Robinson Knife Manufacturing Co. and
Encore Promotions, Inc. Robinson Knife will be marketing a line of specialty
kitchen tools and accessories under the ONEIDA name to mass market, department
and specialty stores, while Encore Promotions will run supermarket redemption
programs featuring flatware, china dinnerware, cutlery, cookware and linens,
all bearing the ONEIDA name.
Foodservice operations manufacture and import stainless steel and silverplated
flatware and holloware, and vitreous, porcelain and bone china, which are sold
to restaurants and hotel chains, food distributors, airlines, institutions and
other related customers. These operations are consolidated within the Oneida
Foodservice Division.
Flatware for the foodservice market is sourced primarily from the Corporation's
manufacturing facilities in Sherrill, Niagara Falls and Toluca, while
foodservice holloware is primarily imported. Buffalo China, Inc., a subsidiary
located in Buffalo, New York, is a leading manufacturer of vitreous china for
the foodservice industry. Buffalo China also owns a subsidiary located in
Juarez, Mexico. This subsidiary, Ceramica de Juarez, S.A., produces bisque
china which is finished in Buffalo, as well as finished, undecorated holloware
items.
In November 1996, the Foodservice Division was expanded by the acquisition of
substantially all of the assets of THC Systems, Inc., a leading importer and
marketer of vitreous china and porcelain for the foodservice industry. THC
Systems, Inc. now operates as a wholly-owned subsidiary of the Corporation and
continues to do business under the Rego China tradename.
The Foodservice Division is also the exclusive distributor of certain china
products manufactured by Schonwald and Noritake Co., Inc. for the United States
foodservice and institutional markets.
International operations in both the consumer and foodservice markets are
overseen by the Oneida International Division. The International Division
coordinates the marketing of Oneida's domestically manufactured products
overseas as well as the distribution of products from Oneida Silversmiths'
United Kingdom branch. The Corporation is 80% owner of Oneida International,
Inc., a joint venture formed to market tabletop products of Italian design which
are sourced internationally. Oneida International, Inc. sells these products
through its wholly-owned Italian subsidiary, Sant'Andrea S.r.l., in the
international foodservice market. The foodservice and consumer markets in
Mexico, Central America and South America are served by Oneida Mexicana, S.A.
Complementing the work of the Corporation's international subsidiaries are
Australian and Colombian joint ventures which are designed to increase the
Corporation's sales and market share abroad.
The percentages of consumer tableware sales and foodservice tableware sales to
total consolidated sales for the fiscal years, which end in January, are as
follows:
Consumer Tableware: 1997 1996 1995
54% 57% 56%
Foodservice Tableware: 1997 1996 1995
46% 43% 44%
The principal raw materials and supplies used by the Corporation for metal
tableware are stainless steel, silver and various copper alloys. For china,
they are various clays, flint and aluminum oxide. These materials are purchased
in the open market to meet current requirements. The Corporation does not
anticipate any delays or difficulties in obtaining raw materials or supplies.
The Corporation owns and maintains many design patents in the United States and
foreign countries. These patents, along with numerous copyrights, protect the
Corporation's product designs and decorations. In addition, the Corporation
has registered its most significant trademarks in the United States and many
foreign countries. Both the consumer and foodservice 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,
ROGERS and SANT'ANDREA. Taken as a whole, the Corporation's intellectual
property, especially the goodwill associated with the ONEIDA name, is a
material, although intangible, corporate asset.
Although consumer operations normally do a greater volume of business during
October, November and December, primarily because of holiday-related orders for
tableware products, the total tableware business is not considered seasonal.
No material part of the Corporation's tableware business is dependent upon a
single customer or a few customers, the loss of which would have a materially
adverse effect. Sufficient inventories of tableware products are maintained by
the Corporation to respond promptly to orders.
Tableware operations had order backlogs of $15,892,000 as of April 5, 1997 and
$14,040,000 as of April 12, 1996. 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.
The Corporation is the only domestic manufacturer of a complete line of
stainless steel, silverplated and sterling tableware products. The Corporation
believes that it is the largest producer of stainless steel and silverplated
flatware in the world. The Corporation faces competition from several smaller
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 consumer tableware business is highly competitive. The principal factors
affecting domestic competition in this market are design, price and quality.
Other factors that have an effect on competition are availability of replacement
pieces and product warranties. In the opinion of the Corporation, no one factor
is dominant, and the significance of the different competitive factors varies
from customer to customer.
The foodservice tableware business is highly competitive. The principal factors
affecting competition in this market are price, service and quality. The Oneida
Foodservice Division's products and service are highly regarded in this
industry, and it is one of the largest sources of commercial china and stainless
steel and silverplated tableware in the United States.
Other Matters.
Research and Development
The Corporation places a considerable emphasis on excellence in development and
design. To achieve this end, the Corporation maintains full time, in-house
design and engineering departments which continuously develop, test and improve
products and manufacturing methods. Independent designers and collaborative
efforts with other companies contribute to the Corporation's emphasis on
development and design. The Corporation's actual expenditures on research and
development activities during the past three fiscal years, however, have not
been material.
Environmental
The Corporation 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 Corporation. The
Corporation does not anticipate any material capital expenditures for
environmental control facilities for the remainder of the current fiscal year
or the succeeding fiscal year.
Employees and Employee Relations
The Corporation and its wholly-owned subsidiaries employ approximately 3,590
employees in domestic operations and 1,097 employees in foreign operations.
ITEM 2. PROPERTIES
The principal properties of the Corporation and its subsidiaries are situated
at the following locations and have the following characteristics:
Approximate
Square Feet
Oneida, New York Executive Administrative Offices 95,000
Sherrill, New York Manufacturing Stainless Steel,
Silverplated and Sterling Tableware 1,082,000
Sherrill, New York Manufacturing Knives 135,000
Buffalo, New York Office and Warehouse 82,000
Buffalo, New York Manufacturing China 257,000
Niagara Falls, Ontario Manufacturing Stainless Steel and
Silverplated Flatware 120,000
Bangor, N. Ireland Office and Warehouse 32,000
Toluca, Mexico Manufacturing Stainless Steel Flatware 75,000
Juarez, Mexico Manufacturing Bisque China 65,000
All of these buildings are owned by the Corporation with the following
exceptions:
The offices and warehouses in Bangor, Northern Ireland are leased.
The Buffalo, New York manufacturing property is subject to a mortgage in the
principal amount of approximately $1,136,000 covering both real property and
equipment to secure a like amount of Industrial Revenue Bonds. Pursuant to the
terms of a Lease Agreement dated February 1, 1980, the real property is leased
by Buffalo China from the Erie County Industrial Development Agency for a term
of twenty years, upon the expiration of which the property will be conveyed
back to Buffalo China.
In addition to the land primarily associated with its manufacturing operations,
the Corporation owns approximately 500 additional acres in the cities of
Sherrill and Oneida and the town of Vernon, New York.
The Corporation leases sales offices and/or showrooms in New York City,
Melville, New York, Los Angeles, Dallas, Atlanta, London, England and Vercelli,
Italy. The Corporation and its subsidiaries lease warehouse space in various
locations throughout the United States. The Corporation also leases retail
outlet space through its wholly-owned subsidiary, Kenwood Silver Company, Inc.,
in various locations throughout the United States.
In January 1983 the Corporation entered into a 25-year lease for an office
facility in Redmond, Washington. The remaining lease commitment for this
facility is $23,084,000. The Corporation has sublet substantially all of the
building through 1999. The sublease income projected through 2003 is $6,843,000.
The Corporation's buildings are located on sufficient property to accommodate
any further expansion or development. The properties are served adequately by
transportation facilities, are well maintained and are adequate for the purposes
for which used.
ITEM 3. LEGAL PROCEEDINGS
Management believes there is no ongoing or pending litigation with a possible
material effect on the financial position of the Corporation.
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF STOCKHOLDERS.
None.
PART II
Information required to be furnished under this Part (Items 5 through 9) is set
forth in the Corporation's Annual Report to Shareholders for the year ended
January 25, 1997, at the respective pages indicated, and incorporated by
reference.
ITEM 5. MARKET FOR THE CORPORATION'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS.
Page 27 of the Corporation's Annual Report.
ITEM 6. SELECTED FINANCIAL DATA.
Page 27 of the Corporation's Annual Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Pages 26 of the Corporation's Annual Report
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Pages 13 through 27 of the Corporation's Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
Some of the information required to be furnished under this Part (Items 10
through 13) is set forth in the Corporation's definitive Proxy Statement dated
April 25, 1997 (File 1-5452) at the respective pages indicated, and incorporated
by reference.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Pages 3 through 4 of the Corporation's definitive Proxy Statement.
Executive Officers of the Registrant
The persons named below are the executive officers of the Corporation and have
been elected to serve in the capacities indicated at the pleasure of the Oneida
Ltd. Board of Directors.
Name, Age and Positions Principal Business Affiliations
with Corporation During Past Five Years
Thomas A. Fetzner, 49 Mr. Fetzner has been Corporate Controller and
Vice President and Vice President for more than the past five
Corporate Controller years.
Barry G. Grabow, 53 Mr. Grabow has been Treasurer for more than
Treasurer than the past five years.
Peter J. Kallet, 50 Mr. Kallet was elected President and Chief
President, Chief Operating Officer in January 1996. Mr. Kallet
Operating Officer had been Senior Vice President and General
and a Director Manager of the Oneida Foodservice Division
for more than the past five years.
Glenn B. Kelsey, 45 Mr. Kelsey was elected Executive Vice President
Executive Vice and Chief Financial Officer in January 1996.
President, Chief Mr. Kelsey had been President of Oneida
Financial Officer Foodservice Division for more than the past
and a Director five years.
William D. Matthews, 62 Mr. Matthews has been Chairman of the Board
Chairman of the Board, and Chief Executive Officer for more than the
Executive Officer and past five years.
a Director
Catherine H. Suttmeier, 40 Ms. Suttmeier has been General Counsel and
Vice President, General Secretary for more than the past five years.
Counsel and Secretary She was elected Vice President in December
1992.
Edward W. Thoma, 51 Mr. Thoma has been Senior Vice President,
Senior Vice President, Finance for more than the past five years.
Finance
ITEM 11. EXECUTIVE COMPENSATION.
Pages 5 through 11 of the Corporation's definitive Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Pages 1 through 4 of the Corporation's definitive Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Pages 2 through 4 of the Corporation's definitive Proxy Statement.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8K.
(a) 1. Financial statements incorporated by reference from the Corporation's
1997 Annual Report to Shareholders and filed as part of this Report:
Consolidated Statement of Operations for the fiscal years ended 1997,
1996 and 1995 (page 13 of the Corporation's Annual Report).
Consolidated Balance Sheet for the fiscal years ended in 1997 and 1996
(pages 14 and 15 of the Corporation's Annual Report).
Consolidated Statement of Cash Flows for the fiscal years ended 1997,
1996 and 1995 (page 16 of the Corporation's Annual Report).
Notes to Consolidated Financial Statements (pages 17-25 of the
Corporation's Annual Report).
Independent Auditor's Report (page 25 of the Corporation's Annual
Report).
2. Financial Statement Schedule:
Schedule for the fiscal years ended 1997, 1996 and 1995:
Valuation and Qualifying Accounts (Schedule II) (page 13 of this
Report).
Independent Auditor's Report (page 12 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) The Restated Certificate of Incorporation and the By-Laws, as
previously amended, which are incorporated by reference to the Registrant's
Annual Report on Form 10-K for the year ended January 29, 1994.
(4)(a) Note Agreement dated January 1, 1992, between Oneida Ltd.,
Allstate Life Insurance and Pacific Mutual Life Insurance Company.
Restated and Modified Letter of Credit, Bond Purchase and
Guaranty Agreement dated August 1, 1995, between Oneida Ltd. and Chemical Bank,
N.A., which is incorporated by reference to the Registrant's Annual Report on
Form 10-K for the year ended January 25, 1996.
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 25, 1996.
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. 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.
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. 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.), NationsBank, N.A. and Marine Midland Bank.
Note Agreement dated November 15, 1996, between Oneida Ltd.,
THC Systems, Inc., Allstate Life Insurance Company, Allstate Insurance Company
and Pacific Mutual Life Insurance Company.
First Amendment to the January 1, 1992 Note Agreement,
between Oneida Ltd., Allstate Life Insurance and Pacific Mutual Life Insurance
Company. 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.
Consent and Amendment No. 3 to the January 19, 1996 Revolving
Credit Agreement dated January 19, 1996 between Oneida Ltd., The Chase Manhattan
Bank, N.A., Chemical Bank and NationsBank, N.A. 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.
Amendment, dated February 12, 1997, to the August 1, 1995
Restated and Modified Letter of Credit, Bond Purchase and Guaranty Agreement
dated August 1, 1995, between Oneida Ltd. and Chemical Bank, N.A. Tri-Party
Agreement, dated February 12, 1997, between Oneida Ltd., Camden Wire Co., Inc.
and International Wire Group, Inc.
(b) Shareholder Rights Agreement dated December 13, 1989, which
is incorporated by reference to the Registrant's Annual Report on Form 10-K for
the year ended January 28, 1995. Assignment and Assumption Agreement dated
November 1, 1991, which is incorporated by reference to the Registrant's Annual
Report on Form 10-K for the year ended January 28, 1995.
(10)(a) Employment agreements with two executive employees of the
Corporation dated October 1, 1982, which are incorporated by reference to the
Registrant's Annual Report on Form 10-K for the year ended January 28, 1995.
Employment Agreements with five executive employees of the Corporation dated
July 26, 1989, which are incorporated by reference to the Registrant's Annual
Report on Form 10-K for the year ended January 28, 1995. Employment Agreement
with one executive employee of the Corporation dated March 29, 1995, which is
incorporated by reference to the Registrant's Annual Report on Form 10-K for
the year ended January 27, 1996. Employment agreements with two executive
employees of the Corporation dated February 28, 1996.
(b) Oneida Ltd. Management Incentive Plan adopted by the Board of
Directors on February 24, 1988, which provides for the payment of bonus awards
to senior management employees, which is incorporated by reference to the
Registrant's Annual Report on Form 10-K for the year ended January 28, 1995.
(c) Oneida Ltd. 1987 Stock Option Plan, which is incorporated by
reference to the Registrant's Annual Report on Form 10-K for the year ended
January 30, 1993. Amendment, dated August 1, 1996, to Oneida Ltd. 1987 Stock
Option Plan.
(d) Oneida Ltd. Employee Security Plan adopted by the Board of
Directors on July 26, 1989, which is incorporated by reference to the
Registrant's Annual Report on Form 10-K for the year ended January 28, 1995.
(e) Oneida Ltd. Restricted Stock Award Plan as adopted by the
Board of Directors on November 29, 1989 and approved by shareholders on May 30,
1990 for the granting of common stock to key employees, which is incorporated by
reference to the Registrant's Annual Report on Form 10-K for the year ended
January 27, 1996.
(f) Oneida Ltd. Deferred Compensation Plan for Key Employees as
adopted by the Board of Directors on October 27, 1993, which is incorporated by
reference to the Registrant's Annual Report on Form 10-K for the year ended
January 29, 1994.
(g) Asset Purchase Agreement, dated August 29, 1996 among THC
Systems, Inc., Eugene Goldberg, Robert Goldberg and Oneida Community China,
Inc., which is incorporated by reference to Oneida Ltd.'s Current Report on Form
8-K dated November 4, 1996. Amendment to Asset Purchase Agreement, dated
November 4, 1996, among THC Systems, Inc., Eugene Goldberg, Robert Goldberg and
Oneida Community China, Inc., which is incorporated by reference to Oneida
Ltd.'s Current Report on Form 8-K dated November 4, 1996.
(11) Computation of per share earnings.
(13) Portions of the Oneida Ltd. Annual Report to Shareholders for
the fiscal year ended January 25, 1997, which have been incorporated by
reference in this Form 10-K.
(22) Subsidiaries of the Registrant.
(b) During the quarter ended January 25, 1997, Reports on Form 8-K were
filed by the Registrant on November 18, 1996, December 4, 1996 and January 10,
1997.
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/ WILLIAM D. MATTHEWS
William D. Matthews
Chairman of the Board and
Chief Executive Officer
March 25, 1997
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/ WILLIAM D. MATTHEWS Chairman of the Board March 25, 1997
William D. Matthews and Chief Executive
Officer
Principal Financial Officer
/s/ GLENN B. KELSEY Executive Vice President March 25, 1997
Glenn B. Kelsey Chief Financial Officer
Principal Accounting Officer
/s/ THOMAS A. FETZNER Vice President and March 25, 1997
Thomas A. Fetzner Corporate Controller
The Board of Directors
/s/ WILLIAM F. ALLYN Director March 25, 1997
William F. Allyn
/s/ R. QUINTUS ANDERSON Director March 25, 1997
R. Quintus Anderson
/s/ GEORGIA S. DERRICO Director March 25, 1997
Georgia S. Derrico
/s/ DAVID E. HARDEN Director March 25, 1997
David E. Harden
/s/ PETER J. KALLET Director March 25, 1997
Peter J. Kallet
/s/ GLENN B. KELSEY Director March 25, 1997
Glenn B. Kelsey
/s/ WILLIAM D. MATTHEWS Director March 25, 1997
William D. Matthews
/s/ WHITNEY D. PIDOT Director March 25, 1997
Whitney D. Pidot
/s/ RAYMOND T. SCHULER Director March 25, 1997
Raymond T. Schuler
/s/ WALTER A. STEWART Director March 25, 1997
Walter A. Stewart
/s/ WILLIAM M. TUCK Director March 25, 1997
William M. Tuck
INDEPENDENT AUDITOR'S REPORT
ON FINANCIAL STATEMENT SCHEDULES
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 25 of the 1997 Annual
Report to Shareholders of Oneida Ltd. In connection with our audits of such
financial statements, we have also audited the related financial statement
schedule listed in the index on page 7 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,
present fairly, in all material respects, the information required to be
included herein.
COOPERS & LYBRAND L.L.P.
/s/ Coopers & Lybrand L.L.P.
Syracuse, New York
February 20, 1997
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the registration statements
of Oneida Ltd. on Form S-8 (File Nos. 33-49462 and 333-10795) and Form S-3
(File No. 33-64608) our report dated February 20, 1997 on our audits of the
consolidated financial statements and financial statement schedules of Oneida
Ltd. as of January 26, 1997 and January 27, 1996, and for each of the three
years in the period ended January 26, 1997 which report are either included or
incorporated by reference in this Annual Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
/s/ Coopers & Lybrand L.L.P.
Syracuse, New York
April 24, 1997
SCHEDULE II
ONEIDA LTD.
AND CONSOLIDATED SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED JANUARY 1997, 1996 AND 1995
(Thousands)
Column A Column B Column C Column D Column E
Additions
Balance at Charged to Balance
Beginning Cost and End of
Description of Period Expenses Deduction Period
YEAR ENDED
JANUARY 25, 1997:
Reserves deducted from
assets to which they
apply:
Doubtful accounts
receivable $1,398 $1,087 $ 688 $1,797
Other reserves:
Rebate program $ 434 $1,641 $1,717 $ 358
YEAR ENDED
JANUARY 27, 1996:
Reserves deducted from
assets to which they
apply:
Doubtful accounts
receivable $1,365 $ 283 $ 250 $1,398
Other reserves:
Rebate program $ 471 $1,430 $1,467 $ 434
YEAR ENDED
JANUARY 28, 1995:
Reserves deducted from
assets to which they
apply:
Doubtful accounts
receivable $1,120 $ 399 $ 154 $1,365
Other reserves:
Rebate program $ 605 $1,977 $2,111 $ 471
Adjustments and doubtful accounts written off.
Payments under rebate program.
INDEX TO EXHIBITS
Exhibits:
(3) The Restated Certificate of Incorporation and the By-Laws, as
previously amended, which are incorporated by reference to the Registrant's
Annual Report on Form 10-K for the year ended January 29, 1994.
(4)(a) Note Agreement dated January 1, 1992, between Oneida Ltd.,
Allstate Life Insurance and Pacific Mutual Life Insurance Company.
Restated and Modified Letter of Credit, Bond Purchase and
Guaranty Agreement dated August 1, 1995, between Oneida Ltd. and Chemical Bank,
N.A., which is incorporated by reference to the Registrant's Annual Report on
Form 10-K for the year ended January 25, 1996.
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 25, 1996.
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. 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.
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. 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.), NationsBank, N.A. and Marine Midland Bank.
Note Agreement dated November 15, 1996, between Oneida Ltd.,
THC Systems, Inc., Allstate Life Insurance Company, Allstate Insurance Company
and Pacific Mutual Life Insurance Company.
First Amendment to the January 1, 1992 Note Agreement,
between Oneida Ltd., Allstate Life Insurance and Pacific Mutual Life Insurance
Company. 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.
Consent and Amendment No. 3 to the January 19, 1996 Revolving
Credit Agreement dated January 19, 1996 between Oneida Ltd., The Chase Manhattan
Bank, N.A., Chemical Bank and NationsBank, N.A. 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.
Amendment, dated February 12, 1997, to the August 1, 1995
Restated and Modified Letter of Credit, Bond Purchase and Guaranty Agreement
dated August 1, 1995, between Oneida Ltd. and Chemical Bank, N.A. Tri-Party
Agreement, dated February 12, 1997, between Oneida Ltd., Camden Wire Co., Inc.
and International Wire Group, Inc.
(b) Shareholder Rights Agreement dated December 13, 1989, which
is incorporated by reference to the Registrant's Annual Report on Form 10-K for
the year ended January 28, 1995. Assignment and Assumption Agreement dated
November 1, 1991, which is incorporated by reference to the Registrant's Annual
Report on Form 10-K for the year ended January 28, 1995.
(10)(a) Employment agreements with two executive employees of the
Corporation dated October 1, 1982, which are incorporated by reference to the
Registrant's Annual Report on Form 10-K for the year ended January 28, 1995.
Employment Agreements with five executive employees of the Corporation dated
July 26, 1989, which are incorporated by reference to the Registrant's Annual
Report on Form 10-K for the year ended January 28, 1995. Employment Agreement
with one executive employee of the Corporation dated March 29, 1995, which is
incorporated by reference to the Registrant's Annual Report on Form 10-K for
the year ended January 27, 1996. Employment agreements with two executive
employees of the Corporation dated February 28, 1996.
(b) Oneida Ltd. Management Incentive Plan adopted by the Board of
Directors on February 24, 1988, which provides for the payment of bonus awards
to senior management employees, which is incorporated by reference to the
Registrant's Annual Report on Form 10-K for the year ended January 28, 1995.
(c) Oneida Ltd. 1987 Stock Option Plan, which is incorporated by
reference to the Registrant's Annual Report on Form 10-K for the year ended
January 30, 1993. Amendment, dated August 1, 1996, to Oneida Ltd. 1987 Stock
Option Plan.
(d) Oneida Ltd. Employee Security Plan adopted by the Board of
Directors on July 26, 1989, which is incorporated by reference to the
Registrant's Annual Report on Form 10-K for the year ended January 28, 1995.
(e) Oneida Ltd. Restricted Stock Award Plan as adopted by the
Board of Directors on November 29, 1989 and approved by shareholders on May 30,
1990 for the granting of common stock to key employees, which is incorporated by
reference to the Registrant's Annual Report on Form 10-K for the year ended
January 27, 1996.
(f) Oneida Ltd. Deferred Compensation Plan for Key Employees as
adopted by the Board of Directors on October 27, 1993, which is incorporated by
reference to the Registrant's Annual Report on Form 10-K for the year ended
January 29, 1994.
(g) Asset Purchase Agreement, dated August 29, 1996 among THC
Systems, Inc., Eugene Goldberg, Robert Goldberg and Oneida Community China,
Inc., which is incorporated by reference to Oneida Ltd.'s Current Report on Form
8-K dated November 4, 1996. Amendment to Asset Purchase Agreement, dated
November 4, 1996, among THC Systems, Inc., Eugene Goldberg, Robert Goldberg and
Oneida Community China, Inc., which is incorporated by reference to Oneida
Ltd.'s Current Report on Form 8-K dated November 4, 1996.
(11) Computation of per share earnings.
(13) Portions of the Oneida Ltd. Annual Report to Shareholders for
the fiscal year ended January 25, 1997, which have been incorporated by
reference in this Form 10-K.
(22) Subsidiaries of the Registrant.