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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 31, 1998
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 $30.25 per share as reported on the New
York Stock Exchange Composite Index on April 17, 1998 was $494,904,943.
The number of shares of Common Stock ($1.00 par value) outstanding as of April
17, 1998 was 16,866,693.
Documents Incorporated by Reference
1. Portions of Oneida Ltd.'s Annual Report to Stockholders for the fiscal year
ended January 31, 1998 (Parts I and II of Form 10-K).
2. Portions of Oneida Ltd.'s Definitive Proxy Statement dated April 24, 1998
(Part III of Form 10-K).
PART I
ITEM 1. BUSINESS.
a. General.
The Corporation (unless otherwise indicated by the context, the term
"Corporation" means Oneida Ltd. and its consolidated 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, entering into strategic distributorship arrangements and
expanding its own tableware lines, the Corporation has diversified into the
manufacture and import of commercial and retail china dinnerware and the
marketing of other tableware and gift items, most notably, crystal stemware,
barware and giftware.
b. Industry Segments.
The Corporation operates in one principal industry, Tableware Products. Until
early 1997, 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.
Information regarding the Corporation's operations by industry segment for the
years ended January 31, 1998, January 25, 1997 and January 27, 1996 is set forth
on page 24 of the Corporation's Annual Report to Shareholders for the year ended
January 31, 1998, parts of which are incorporated herein by reference.
c. Narrative Description of Business.
Principal Products and Markets.
The Corporation is organized to serve three markets: consumer, foodservice and
international. This is accomplished by a corporate organizational structure
designed around three marketing focal points: Consumer Division; Foodservice
Division and International Division.
Consumer: Consumer operations focus on individual consumers, offering a
variety of tabletop and giftware products including stainless steel,
silverplated, sterling and color-handle resin flatware; silverplated and
stainless steel holloware; dinnerware and crystal stemware, barware and
decorative pieces.
Consumer 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 manufacturing complementary
items in similar product lines. Oneida Mexicana, S.A., located in
Toluca, Mexico, manufactures consumer flatware patterns which are not produced
at the Corporation's other facilities. The Corporation also imports flatware and
holloware products from several international sources.
In late 1997, the Corporation entered the casual dinnerware market, introducing
over 30 patterns of dinnerware grouped into three distinct lines ranging from
elegant to basic restaurant style to mix and match. The Restaurant Classics
line is manufactured by the Corporation's subsidiary Buffalo China, Inc.,
located in Buffalo, New York. The Corporation imports two other lines of
consumer dinnerware from several international sources.
In September 1997, the Corporation began acting as the exclusive distributor of
Schott Zwiesel crystal products to the consumer markets in the United States,
Mexico and the Caribbean. Schott Zwiesel is a German manufacturer of fine
crystal stemware, barware and decorative pieces. The corporation will market
Schott Zwiesel's crystal products under both the Schott Zwiesel and Oneida
names. In combination with this exclusive distributorship, the Corporation
purchased a 25.1% ownership interest in Schott Zwiesel Glaswerke, AG, the German
corporation responsible for the production of Schott Zwiesel crystal tableware
products. The Corporation's purchase of the interest in Schott Zwiesel
Glaswerke, AG is not material. In addition to the distribution of Schott
crystal, the Corporation has and will continue to import other crystal stemware,
barware and decorative pieces from several international sources for sale under
the Oneida name.
The Corporation's wide-ranging consumer marketing activities include both
Consumer Retail and Consumer Direct operations.
The Corporation's Consumer Retail operations serve retail accounts of all kinds,
including national and regional department store chains, mass merchandise and
discount chains and stores, specialty shops, catalog showrooms and small, local
establishments. Most consumer 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 Corporation's Consumer Direct operations include Special Sales, which
focuses on serving business customers in the premium, incentive, mail order and
direct selling markets. Consumer Direct also includes Kenwood Silver Company,
Inc., a wholly-owned subsidiary which plays a significant role in the
marketing of the Corporation's products through its operation of a chain of
factory outlet stores. Kenwood Silver presently operates 62 Oneida Factory
Stores in resort and destination shopping areas across the United States.
The Consumer Division is exploring opportunities to capitalize on the ONEIDA
name in new product categories. The Corporation has a license agreement with
Robinson Knife Manufacturing Co. whereby Robinson Knife will market a line of
specialty kitchen tools and accessories under the ONEIDA name to mass market,
department and specialty stores. Neither the terms nor the effect of the
Robinson Knife License Agreement is material. In May 1997, the Corporation
purchased the assets of its long-time business partner, Encore Promotions, Inc.
Encore Promotions runs supermarket redemption programs featuring the ONEIDA name
on flatware, dinnerware, cutlery, cookware, linens, and other related household
items. The Corporation's purchase of the assets of Encore Promotions, Inc. was
not material.
Foodservice: Foodservice operations focus on all types of dining
establishments, offering a variety of stainless steel and silverplated flatware
and holloware; vitreous, porcelain and bone dinnerware; and crystal stemware and
barware.
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 dinnerware for the foodservice
industry, that does business under the Rego tradename.
The Foodservice Division 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. In September 1997, the
Corporation began acting as the exclusive distributor of Schott Zwiesel crystal
products to the foodservice and institutional markets in the United States and
Mexico. Schott Zwiesel is a German manufacturer of fine crystal stemware and
barware. In combination with this exclusive distributorship, the Corporation
purchased a 25.1% ownership interest in Schott Zwiesel Glaswerke, AG, the German
corporation responsible for the production of Schott Zwiesel crystal tableware
products. The Corporation's purchase of the interest in Schott Zwiesel
Glaswerke, AG is not material.
The Foodservice Division serves foodservice and institutional accounts of all
kinds, including restaurants, hotels, resorts, convention centers, food
distributors, airlines, cruiselines and hospitals. While most foodservice
orders are filled directly by the Corporation from its primary distribution
center in Sherrill, New York, some orders are fulfilled by the Corporation's
Buffalo China subsidiary from its Buffalo, New York facility or one of the
Corporation's other distribution centers which are located in Ontario,
California and Nashville, Tennessee. The Corporation also utilizes third party
warehouses located in Charlotte, North Carolina, Miami, Florida, Fond du Lac,
Wisconsin and Toronto, Canada to service certain foodservice customers.
International: International operations span both the consumer and
foodservice markets described above. The International Division directs the
marketing and sale of the Corporation's domestically manufactured and
internationally sourced flatware, holloware, dinnerware, and crystal products
throughout the world.
The Corporation owns 88% of Oneida International, Inc., a corporation formed
to market tabletop products of Italian design, some of which are manufactured in
Italy, while others are sourced internationally. Oneida International, Inc.
markets these products through its wholly-owned Italian subsidiary, Sant'Andrea
S.r.l., in the international foodservice market. In January 1998, Sant'Andrea
S.r.l. acquired a long-time business partner, Table Top Engineering & Design,
S.r.l. ("TTE&D"). TTE&D has been Sant'Andrea's primary source for product
development and manufacturing since Sant'Andrea's formation approximately ten
years ago. In addition to foodservice products, TTE&D will assist in the
development of high-end giftware lines for various consumer markets. The
acquisition of TTE&D is not material.
The foodservice and consumer markets in Mexico and Central America are served by
the Corporation's subsidiary, Oneida Mexicana, S.A., while the foodservice and
consumer markets in the United Kingdom are served by Oneida U.K., a branch
of the Corporation. In addition, the Corporation also uses a network
of independent distributors to market and sell the Corporation's foodservice and
consumer products in countries where the Corporation does not have offices or
employees of its own.
International orders for both foodservice and consumer products are fulfilled by
the Corporation from a variety of locations, including the Corporation's United
States distribution centers in Sherrill, New York and Nashville, Tennessee, as
well as the Corporation's international facilities in Toluca, Mexico, Bangor,
Northern Ireland and Vercelli, Italy. In addition, many orders are shipped
directly from the suppliers to the Corporation's international customers.
The percentages of consumer and foodservice sales to total consolidated sales
for the fiscal years, which end in January, are as follows:
Consumer: 1998 1997 1996
57% 60% 65%
Foodservice: 1998 1997 1996
43% 40% 35%
Raw Materials.
The principal raw materials used by the Corporation for metal tableware 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 Corporation experienced no
significant or unusual problems in the purchase of raw materials during fiscal
1998. Although the Corporation has successfully met its raw materials
requirements in the past, there may in the future be temporary shortages of
raw materials due to a number of factors such as transportation disruptions or
production or processing delays. While it is impossible to predict the timing
or impact of future shortages, such shortages have not in the past had any
material adverse effects on the Corporation's operations.
Intellectual Property and Licenses.
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. The consumer, foodservice and international operations use a number
of trademarks and tradenames 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 Corporation's intellectual
property, especially the goodwill associated with the ONEIDA name, is a
material, although intangible, corporate asset.
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
tableware products, the total tableware business is not considered seasonal.
Customer Dependence.
No material part of the Corporation's tableware business is dependent upon a
single customer, 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.
Backlog Orders.
Tableware operations had order backlogs of $15,347,000 as of April 4, 1998 and
$15,892,000 as of April 5, 1997. 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 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 recent additions of consumer dinnerware and a full
crystal line make the Corporation a truly complete tableware supplier. 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 Corporation strives to
maintain its market position through product and design innovation and
diversity.
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 dinnerware
and stainless steel and silverplated tableware in the United States.
The international tableware business is highly competitive. The principal
factor affecting competition in this market is brand recognition. Other factors
affecting the Corporation's participation in the international market include
competition with local suppliers and high import duties, both of which increase
the Corporation's cost relative to local products.
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 Compliance.
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.
Employment.
The Corporation and its subsidiaries employed approximately 3,820 employees in
domestic operations and 1,090 employees in foreign operations as of March 1,
1998. The Corporation maintains positive relations with its domestic and
foreign employees. With the exception of its Buffalo China, Inc. subsidiary,
the Corporation'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, Plastics & Allied Workers
International Union AFL-CIO, CLC and its local union No.76A expires on July 31,
2003. The Corporation 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 be able to
distinguish data which contains dates beyond December 31, 1999. The Corporation
has created, and is in the process of implementing, a Year 2000 compliance plan.
As part of this compliance plan, the Corporation is reviewing all of its
software and information processing systems to identify date sensitive
functions. The Corporation will then inventory, test, and if necessary, modify
those systems to ensure that they will meet the necessary requirements prior to
the Year 2000. The Corporation anticipates that its main computer systems will
be Year 2000 compliant by December 1998, and that its more minor computer
systems will be Year 2000 compliant by July 1999.
The Corporation could be adversely affected if its customers, suppliers,
service providers and business partners continue to utilize systems that are not
Year 2000 compliant. The Corporation, therefore, is taking a proactive role in
encouraging its customers, suppliers, service providers and business partners to
plan for and implement their own compliance plans.
The costs incurred to date by the Corporation in addressing its potential Year
2000 problems are not material. However, the inability of the Corporation or
its customers, suppliers, service providers or business partners to resolve Year
2000 issues in a timely manner could constitute a material financial risk. The
Corporation believes it is devoting appropriate resources to resolve its Year
2000 issues in a timely manner and does not currently expect that doing so will
have a material impact.
d. Risk Factors.
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 Corporation cautions readers that
changes in certain factors could affect the Corporation's future results and
could cause the Corporation's future consolidated results to differ materially
from those expressed herein. Such factors include, but are not limited to:
general economic conditions in the Corporation'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
Corporation's indebtedness; major slowdowns in the retail, travel or
entertainment industries; the loss of several of the Corporation's major
consumer and/or foodservice customers; underutilization of the Corporation's
plants and factories; and the amount and rate of growth of the Corporation's
selling, general and administrative expenses.
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 Flatware
and Holloware 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
Vercelli, Italy Office, Warehouse and Manufacturing
Stainless Steel Holloware 84,000
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 two
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 $846,979 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 $21,533,000. The Corporation has sublet substantially all of the
building through 1999. The sublease income projected through 2003 is
$6,521,000.
In March 1998 the Corporation's Buffalo China subsidiary began construction of
an $11 million, 203,000 square foot expansion adjacent to Buffalo China's
existing manufacturing facility. The expansion includes a 173,000 square foot
warehouse to headquarter the Corporation's dinnerware distribution operations
and a 30,000 square foot decorating center for custom and small-order dinnerware
patterns. It is anticipated that the expansion will be fully operational by the
spring of 1999.
All of the Corporation'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
The Corporation is involved in various routine legal proceedings incidental to
the operation of its business. The Corporation's 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 Items 5 through 9 of this Part is set
forth in, and incorporated by reference to, the Corporation's Annual Report to
Shareholders for the year ended January 31, 1998, at the respective pages
indicated.
ITEM 5. MARKET FOR THE CORPORATION'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS.
Page 29 of the Corporation's Annual Report.
ITEM 6. SELECTED FINANCIAL DATA.
Page 30 of the Corporation's Annual Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Pages 28 through 29 of the Corporation's Annual Report
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Pages 13 through 30 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 24, 1998 (File 1-5452) at the respective pages indicated, and incorporated
by reference.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Pages 2 through 4 of the Corporation's definitive Proxy Statement.
Executive Officers of the Registrant
As of March 1, 1998, the persons named below are the executive officers of the
Corporation 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
with Corporation During Past Five Years
Thomas A. Fetzner, 50 Mr. Fetzner has been Vice President
Vice President and and Corporate Controller for more
Corporate Controller than the past five years.
Barry G. Grabow, 54 Mr. Grabow has been Treasurer for
Treasurer more than the past five years.
Peter J. Kallet, 51 Mr. Kallet was elected President
President, Chief and Chief Operating Officer in
Operating Officer January 1996. Mr. Kallet had
and a Director been Senior Vice President and
General Manager of the Oneida
Foodservice Division for more
than the past five years.
William D. Matthews, 63 Mr. Matthews has been Chairman of
Chairman of the Board, the Board and Chief Executive
Chief Executive Officer Officer for more than the past five
and a Director years.
Catherine H. Suttmeier, 41 Ms. Suttmeier has been Vice
Vice President, Secretary President, Secretary and General
and General Counsel Counsel for more than the past five
years.
Edward W. Thoma, 52 Mr. Thoma has been Senior Vice
Senior Vice President, President, Finance for more
Finance than the past five years.
ITEM 11. EXECUTIVE COMPENSATION.
Pages 6 through 13 of the Corporation's definitive Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Pages 1 and 5 of the Corporation's definitive Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Pages 2 through 5 of the Corporation'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
Corporation's 1998 Annual Report to Shareholders and filed as part
of this Report:
Consolidated Statement of Operations for the fiscal years
ended 1998, 1997 and 1996 (page 13 of the Corporation's
Annual Report).
Consolidated Balance Sheet for the fiscal years ended in 1998
and 1997 (pages 14 and 15 of the Corporation's Annual
Report).
Consolidated Statement of Cash Flows for the fiscal years
ended 1998, 1997 and 1996 (page 16 of the Corporation's
Annual Report).
Notes to Consolidated Financial Statements (pages 17-26 of
the Corporation's Annual Report).
Independent Auditor's Report (page 27 of the Corporation's
Annual Report).
2. Financial Statement Schedule:
Schedule II, Valuation and Qualifying Accounts, for fiscal
years ended 1998, 1997 and 1996 (page 15 of this Report).
Independent Auditor's Report (page 14 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, which is incorporated by reference to
the Registrant's Annual Report on Form 10-K for the year
ended January 25, 1997.
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.
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.
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.
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.
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.
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.
(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 one executive employee of the
Corporation dated October 1, 1982, which is incorporated
by reference to the Registrant's Annual Report on Form
10-K for the year ended January 28, 1995. Employment
Agreements with three 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, which are incorporated by reference
to the Registrant's Annual Report on Form 10-K for the
year ended January 25, 1997. Employment Agreements with
four executive employees of the Corporation dated
February 25, 1998.
(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. Amendment, dated
August 1, 1996, to 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
25, 1997.
(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.
(13) Portions of the Oneida Ltd. Annual Report to
Shareholders for the fiscal year ended January 31, 1998,
which have been incorporated by reference in this Form
10-K.
(22) Subsidiaries of the Registrant.
(b) During the quarter ended January 31, 1998 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/ WILLIAM D. MATTHEWS
William D. Matthews
Chairman of the Board and
Chief Executive Officer
March 24, 1998
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 24, 1998
William D. Matthews and Chief Executive Officer
Principal Financial Officer
/S/ EDWARD W. THOMA Senior Vice President - March 24, 1998
Edward W. Thoma Finance
Principal Accounting Officer
/s/ THOMAS A. FETZNER Vice President and March 24, 1998
Thomas A. Fetzner Corporate Controller
The Board of Directors
/s/ WILLIAM F. ALLYN Director March 24, 1998
William F. Allyn
/s/ R. QUINTUS ANDERSON Director March 24, 1998
R. Quintus Anderson
/s/ GEORGIA S. DERRICO Director March 24, 1998
Georgia S. Derrico
/s/ DAVID E. HARDEN Director March 24, 1998
David E. Harden
/s/ PETER J. KALLET Director March 24, 1998
Peter J. Kallet
/s/ WILLIAM D. MATTHEWS Director March 24, 1998
William D. Matthews
/s/ WHITNEY D. PIDOT Director March 24, 1998
Whitney D. Pidot
/s/ RAYMOND T. SCHULER Director March 24, 1998
Raymond T. Schuler
/s/ WALTER A. STEWART Director March 24, 1998
Walter A. Stewart
/s/ WILLIAM M. TUCK Director March 24, 1998
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 27 of the 1998 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 9 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.
COOPERS & LYBRAND L.L.P.
a professional services firm
/s/ Coopers & Lybrand L.L.P.
Syracuse, New York
February 20, 1998
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. 2-84304, 33-49462 and 333-10795) and Form
S-3 (File No. 33-64608) our report dated February 20, 1998 on our audits of the
consolidated financial statements and financial statement schedules of Oneida
Ltd. as of January 31, 1998 and January 25, 1997, and for each of the three
years in the period ended January 31, 1998 which reports are either included or
incorporated by reference in this Annual Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
a professional services firm
/s/ Coopers & Lybrand L.L.P.
Syracuse, New York
April 29, 1998
SCHEDULE II
ONEIDA LTD.
AND CONSOLIDATED SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED JANUARY 1998, 1997 AND 1996
(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 Deductions Period
YEAR ENDED JANUARY 31, 1998:
Reserves deducted from
assets to which they apply:
Doubtful accounts
receivable $1,797 $1,382 $1,283 $1,896
Other reserves:
Rebate program $ 358 $2,472 $2,465 $ 365
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
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, which is incorporated by reference to
the Registrant's Annual Report on Form 10-K for the year
ended January 25, 1997.
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.
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.
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.
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.
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.
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.
(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 one executive employee of the
Corporation dated October 1, 1982, which is incorporated
by reference to the Registrant's Annual Report on Form
10-K for the year ended January 28, 1995. Employment
Agreements with three 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, which are incorporated by reference
to the Registrant's Annual Report on Form 10-K for the
year ended January 25, 1997. Employment Agreements with
four executive employees of the Corporation dated
February 25, 1998.
(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. Amendment, dated
August 1, 1996, to 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
25, 1997.
(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.
(13) Portions of the Oneida Ltd. Annual Report to
Shareholders for the fiscal year ended January 31, 1998,
which have been incorporated by reference in this Form
10-K.
(22) Subsidiaries of the Registrant.