Back to GetFilings.com
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 30, 1999 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 $1.00 per share New York Stock Exchange
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 $21.3125 per share as reported on the New
York Stock Exchange Composite Index on April 16, 1999 was $342,509,585.
The number of shares of Common Stock ($1.00 par value) outstanding as of April
16, 1999, was 16,668,362.
Documents Incorporated by Reference
1. Portions of Oneida Ltd.'s Annual Report to Stockholders for the fiscal year
ended January 30, 1999 (Parts I and II of Form 10-K).
2. Portions of Oneida Ltd.'s Definitive Proxy Statement dated April 23, 1999
(Part III of Form 10-K).
Page 1 of 18. See list of Exhibits on pages 11-13.
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 and glass
stemware, barware and giftware.
b. Industry Segments.
The Corporation's operations and assets are in one principal industry: tableware
products. The Corporation's principal industry segments are grouped around the
manufacture and distribution of three major product categories: metalware,
dinnerware and glassware. The Corporation also distributes a variety of other
tabletop accessories. Until early 1997, the Corporation operated in a second
principal industry, industrial wire products. 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 30, 1999, January 31, 1998 and January 25, 1997 is set forth
on pages 25 through 26 of the Corporation's Annual Report to Stockholders for
the year ended January 30, 1999, 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) and cutlery.
Consumer holloware is manufactured at the Corporation's facilities in Sherrill,
New York. The Corporation also imports consumer holloware products and almost
all of its foodservice holloware products from several international sources.
The majority of the Corporation's flatware is manufactured at the Corporation's
facilities in Sherrill, New York. In addition, the Corporation also utilizes
the facilities of Oneida Mexicana, S.A., located in Toluca, Mexico, to
manufacture flatware patterns which are not produced in Sherrill, New York.
Oneida Canada, Limited, a wholly-owned subsidiary located in Niagara Falls,
Ontario, had manufactured complementary flatware items in lines similar to those
produced in Sherrill, New York. On March 31, 1999, the Corporation announced
that Oneida Canada, Limited's manufacturing operations will be transferred to
the Corporation's facilities in Sherrill, New York and Toluca, Mexico. It is
anticipated that the transfers will be complete by mid-1999. The Corporation
also imports flatware and cutlery 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 late 1997, the Corporation entered the casual consumer dinnerware market. At
present, the Corporation offers 16 patterns of dinnerware grouped into 3
distinct lines ranging from elegant to basic restaurant style to mix and match.
The Restaurant Classics line is manufactured by the Corporation's Buffalo China,
Inc. subsidiary located in Buffalo, New York, while the Corporation imports its
other lines of 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 located in
Juarez, Mexico. This subsidiary, Ceramica de Juarez, S.A., produces bisque
china which is finished in Buffalo, as well as finished, undecorated china
holloware items. THC Systems, Inc., another of the Corporation'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 Corporation is also the exclusive distributor of certain china dinnerware
products manufactured by Schowald and Noritake Co., Inc. for the United States
foodservice and institutional markets.
Glassware:
The Corporation's Glassware segment includes glass and crystal stemware,
barware, serveware, giftware and decorative pieces.
In September 1997, the Corporation began acting as the exclusive distributor of
Schott Zwiesel crystal products in the United States, Mexico and the Caribbean.
Schott Zwiesel is a German manufacturer of fine crystal stemware, barware and
decorative pieces. The Corporation markets 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.
In February 1999, the Corporation began acting as the exclusive Distributor of
the crystal products manufactured by Cristalleria Artistica La Piana, SpA, also
known as CALP, to 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 Corporation will continue to market CALP's crystal
products under CALP's DA VINCI, PRIMA VERA and CRISTALLO trademarks, as well as
under the Oneida name.
In addition to the distribution of Schott and CALP crystal, the Corporation
significantly expanded its self-branded glassware lines in 1998 with the
introduction of Oneida glassware for both foodservice and consumer use. Oneida
glassware is supplied primarily by Pasabahce Cam Sanayii ve Ticaret A.S., a
Turkish glassware manufacturer.
The Corporation 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 Corporation has recently begun to expand its product offerings beyond its
main metalware, dinnerware and glassware segments. These other products include
cookware, china and plastic serveware, kitchen, table and bath linens, picture
frames and decorative pieces distributed primarily by the Corporation'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:
1999 1998 1997
Metalware: 70% 77% 83%
Dinnerware: 20% 19% 13%
Glassware: 4% 3% 3%
Other Tabletop Accessories 6% 1% 1%
Principal Markets.
Consumer:
Consumer marketing focuses on individual consumers, and the Corporation's wide-
ranging consumer marketing activities include both retail and direct operations.
The Corporation's retail accounts include national and regional department store
chains, mass merchandise and discount chains and stores, specialty shops,
catalog showrooms and small, local establishments. The Corporation's direct
accounts serve business customers in the premium, incentive, mail order and
direct selling markets. The Corporation 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 Corporation's
products. Kenwood Silver Company, Inc. operates a chain of 63 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 household items.
Most consumer orders are filled 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.
Foodservice:
The Corporation 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 Corporation from its primary
distribution center in Sherrill, New York, some orders are filled 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 activities span both the consumer and foodservice markets
described above, and include the marketing and sale of the Corporation's
domestically manufactured and internationally sourced 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. Sant'Andrea, S.r.l.'s
subsidiary, Table Top Engineering & Design, S.r.l. ("TTE&D"), assists in the
development of various foodservice metalware products.
In June 1998, the Corporation acquired the assets of Badgin Nominees Pty. Ltd.
which operated two Australian-based businesses, 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. The Corporation
has consolidated the operations of these two business into a new wholly-owned
subsidiary, Oneida Australia, Pty. Ltd., with offices in Melbourne, Australia.
The acquisition of the assets of Badgin Nominees Pty. Ltd. was not material.
The Mexican and Central American markets are served by the Corporation's
subsidiary, Oneida Mexicana, S.A., while the 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 products in countries where the Corporation does not have offices
or employees of its own.
International orders for both foodservice and consumer products are filled 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.
Raw Materials.
The principal raw materials used by the Corporation 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 Corporation
experienced no significant or unusual problems in the purchase of raw materials
during fiscal 1999. Although the Corporation 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.
In particular, the price of stainless steel, the principal component of the
Corporation's metalware products, may rise in fiscal 2000 in response to
antidumping duties levied by the United States against foreign steel suppliers.
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 Corporation's operations.
Intellectual Property.
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 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 Corporation's intellectual
property, especially the market recognition associated with the ONEIDA name, is
a material, although intangible, corporate asset.
Licenses.
The Corporation continues to explore opportunities to capitalize on the ONEIDA
name in new product categories. The Corporation maintains a license agreement
with Robinson Knife Manufacturing Co. whereby Robinson Knife manufactures and
markets two lines of specialty kitchen tools and accessories under the ONEIDA
name to mass market, department and specialty stores in the United States. In
1998, new license arrangements with Trendex, Inc., Aspen Marketing, Inc.,
International Masters Publishing, Inc. and Pour le Bebe, Inc. were added.
Trendex will manufacture and market a line of kitchen and table linens under the
ONEIDA name to mass market, department and specialty stores in the United
States and Canada. Sales of ONEIDA linens under the Trendex license are
expected to commence in the Fall of 1999. Aspen Marketing will import and
market various small gift items under the ONEIDA name for use as promotional
incentives primarily in the beauty industry in the United States. Sales of
ONEIDA gifts under the Aspen license are expected to commence in the Fall of
1999. International Masters will import and market porcelain dinnerware under
the ONEIDA name through mail order and direct response channels worldwide.
Sales of ONEIDA dinnerware under the International Masters license are expected
to commence in the Spring of 1999. Finally, the Pour le Bebe agreement allows
the Corporation to market a line of flatware, dinnerware and glassware under the
GUESS HOME COLLECTION name to department stores in the United States and Canada.
The Corporation plans to begin selling its GUESS HOME COLLECTION line in the
Summer of 1999. Neither the terms nor the effects of the Trendex, Aspen
Marketing, International Masters or Pour le Bebe 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 Corporation'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 Corporation to respond promptly to orders.
Backlog Orders.
Tableware operations had order backlogs of $15,500,000 as of April 14, 1999 and
$15,347,000 as of April 4, 1998. 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 flatware. 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 and
glass line make the Corporation a truly complete tableware supplier. The
Corporation 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 Corporation strives to
maintain its market position through product and design innovation and
diversity.
The metalware, dinnerware and glassware businesses are each highly competitive.
The principal factors affecting domestic consumer competition are design, price
and quality. Other factors that have an effect on consumer 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 principal factors affecting domestic foodservice competition are price,
service and quality. The Corporation'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 Corporation's participation in the international
market include competition with local suppliers and high import duties, both of
which increase the Corporation's costs relative to local producers.
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. During 1998, the Corporation significantly
expanded its in-house design department from 9 designers to 12. 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 3,640 employees in
domestic operations and 1,370 employees in foreign operations as of March 1,
1999. 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.
On January 4, 1999, the Corporation announced a restructuring program that
included a voluntary early retirement program for the Corporation's Silversmiths
Division as well as the elimination of approximately 60 positions throughout the
Corporation's Silversmiths Division and Kenwood Silver Company, Inc. subsidiary.
On March 31, 1999 this restructuring program was expanded to include the
elimination of approximately 200 additional positions worldwide, including 150
positions at the Corporation's Oneida Canada, Limited subsidiary by September
1999.
Year 2000.
Year 2000 issues relate to the ability of computer systems to distinguish data
which contains dates beyond December 31, 1999. The Corporation has created and
is in the process of implementing a comprehensive Year 2000 compliance plan. The
Corporation holds regular compliance meetings to receive information and input
from all of the Corporation's main operating areas.
As part of its compliance plan the Corporation has reviewed all of its software
and information processing systems and identified date sensitive functions. The
Corporation began testing those systems for Year 2000 compliance in January
1999. Testing is expected to be complete by mid-summer 1999. Any systems found
to be noncompliant will be modified to ensure that they operate properly prior
to the Year 2000. The Corporation's main accounting, logistics, warehouse
management and payroll systems have been Year 2000 compliant since their
installations over the past several years. The Corporation's other major
computer systems have been Year 2000 compliant since December 1998, having been
modified, upgraded or replaced during the past year. Finally, the Corporation's
more minor computer systems will be Year 2000 compliant by July 1999.
To date, the Corporation has identified and contacted its major customers,
suppliers, service providers and business partners. Each of these entities
received a letter informing them of the Corporation's plans and state of
readiness and asking that they in turn share their own Year 2000 plans by
returning a questionnaire to the Corporation. In addition to its compliance
plan, the Corporation will develop a contingency plan based upon the outcomes of
the systems tests that will be conducted during the first quarter of 1999.
The Corporation believes it is devoting appropriate resources to resolve its
Year 2000 issues in a timely manner and believes that its compliance program
will result in all internal systems being prepared for Year 2000 processing.
The compliance plan is proceeding on schedule and to date no unforeseen
difficulties have arisen. Based upon the work performed to date, the
Corporation presently believes that the likelihood of the Year 2000 having a
material result on its operations, liquidity or financial position is remote.
The Corporation estimates that its direct Year 2000 compliance costs will not
exceed $500,000, of which to date approximately $300,000 has been incurred and
expensed.
Notwithstanding the foregoing, the Corporation could be adversely affected if
its customers, suppliers, service providers, business partners and/or
governmental agencies continue to utilize systems that are not Year 2000
compliant. This could affect, among other things, the Corporation's ability to
purchase raw materials, receive orders for and ship its products and transact
business with is financial institutions, which could constitute a material and
immeasurable financial risk to the Corporation.
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 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; the amount and rate of growth of the Corporation's
selling, general and administrative expenses; and the inability of the
Corporation or its customers, suppliers, service providers or business partners,
as well as governmental agencies, to resolve Year 2000 issues in a timely
manner.
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 Footage
Ontario, California Warehouse 206,240
Buffalo, New York Manufacturing China 257,000
Buffalo, New York Office, Warehouse and China
Decorating Facility 203,000
Buffalo, New York Office and Warehouse 82,000
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
Nashville, Tennessee Warehouse 157,930
Melbourne, Australia Office, Warehouse and China
Decorating and Silver Plating
Facility 60,000
Niagara Falls, Ontario, Manufacturing Stainless Steel and
Canada, Silverplated Flatware 120,000
Niagara Falls, Ontario,
Canada, Warehouse 28,475
Bangor, N. Ireland Office and Warehouse 32,000
Vercelli, Italy Office, Warehouse and Manufacturing
Stainless Steel Holloware 84,000
Juarez, Mexico Manufacturing Bisque China 65,000
Toluca, Mexico Manufacturing Stainless Steel
Flatware 75,000
All of these buildings are owned by the Corporation with the following
exceptions:
The Buffalo, New York manufacturing property is subject to a mortgage in the
principal amount of approximately $531,000 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.
The offices and warehouses in Ontario, California; Nashville, Tennessee;
Melbourne, Australia; Niagara Falls, Canada; and Bangor, Northern Ireland are
leased.
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; Dallas; Atlanta; Miami; London, England; Vercelli, Italy;
and Sydney, Australia. 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 March 1998, the Corporation's Buffalo China subsidiary began construction of
a $10 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 foodservice dinnerware distribution
operations and a 30,000 square foot decorating center for custom and small-
order dinnerware patterns. The expansion is now fully operational.
In the Spring of 1999, the Corporation expects to begin construction of a $10
million, 206,000 square foot expansion on a site next to the Corporation's main
manufacturing facility in Sherrill, New York. The expansion will include the
Corporation's various distribution operations, warehousing and related office
space. The expansion is expected to be fully operational by February 2000.
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.
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 Oneida and Madison, 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 Corporation's headquarters and main manufacturing and
distribution facilities are located within this land claim area. The
Corporation 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 expected in the
Spring of 1999.
In addition to the foregoing, the Corporation is involved in various routine
legal proceedings incidental to the operation of its business. Other than as
discussed herein, the Corporation's Management does not believe there is any
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
Stockholders for the year ended January 30, 1999, at the respective pages
indicated.
ITEM 5. MARKET FOR THE CORPORATION'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS.
Page 30 of the Corporation's Annual Report.
ITEM 6. SELECTED FINANCIAL DATA.
Page 31 of the Corporation's Annual Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Pages 28 through 30 of the Corporation's Annual Report.
ITEM 7a. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK.
Pages 13 through 31 of the Corporation's Annual Report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Pages 13 through 31 of the Corporation'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 Corporation's definitive
Proxy Statement dated April 23, 1999 (File 1-5452), at the respective pages
indicated.
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 26, 1999, 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, 51 Mr. Fetzner has been Vice President
Vice President and and Corporate Controller for more than
Corporate Controller the past five years.
J. Peter Fobare, 49 Mr. Fobare has been Senior Vice President
Senior Vice President and General Manager of the Consumer
and General Manager Consumer Retail Division for more than the past
Retail Division and a five years. In April 1999, Mr. Fobare
Director assumed responsibility for the Consumer
Direct Division.
Peter J. Kallet, 52 Mr. Kallet was elected Chief Executive
President and Chief Officer in December 1998. Mr. Kallet had
Executive Officer and a been President and Chief Operating
Director Officer since January 1996. Prior to
1996, Mr. Kallet had been Senior Vice
President and General Manager of the
Oneida Foodservice Division.
William D. Matthews, 64 Mr. Matthews has been Chairman of the
Chairman of the Board Board for more than the past five years.
Catherine H. Suttmeier, 42 Ms. Suttmeier has been Vice President,
Vice President, Secretary Secretary and General Counsel for more
and General Counsel and a than the past five years.
Director
Edward W. Thoma, 53 Mr. Thoma has been Senior Vice President,
Senior Vice President, Finance for more than the past five
Finance years.
ITEM 11. EXECUTIVE COMPENSATION.
Pages 7 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 1 through 5 of the Corporation's definitive Proxy Statement.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) 1. Financial statements incorporated by reference from the
Corporation's 1999 Annual Report to Stockholders and filed as
part of this Report:
Consolidated Statements of Operations for the fiscal years
ended 1999, 1998 and 1997 (page 13 of the Corporation's
Annual Report).
Consolidated Balance Sheets for the fiscal years ended
1999 and 1998 (pages 14 and 15 of the Corporation's Annual
Report).
Consolidated Statements of Changes in Stockholders' Equity
for the fiscal years ended 1999, 1998 and 1997 (page 16 of
the Corporation's Annual Report).
Consolidated Statements of Cash Flows for the fiscal years
ended 1999, 1998 and 1997 (page 17 of the Corporation's
Annual
Report).
Notes to Consolidated Financial Statements (pages 18 through
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 1999, 1998 and 1997 (page 17 of this Report).
Independent Auditor's Report on Financial Statement Schedules
(page 16 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 Corporation's Restated Certificate of
Incorporation, as amended, and By-Laws.
(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.
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. 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.
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 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.
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. 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.
(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 July 26, l989, 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, l995, 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, l998, which are incorporated by
reference to the Registrant's Annual Report on Form 10-K for the year ended
January 31, 1998.
(b) Oneida Ltd. Management Incentive Plan adopted by
the Board of Directors on February 24, 1988, as amended, which provides for the
payment of bonus awards to certain executive and management employees.
(c) Oneida Ltd. 1998 Stock Option Plan adopted by the
Board of Directors and approved by stockholders on May 27, 1998.
(d) Oneida Ltd. 1998 Non-Employee Director Stock Option
Plan adopted by the Board of Directors and approved by stockholders on May 27,
1998.
(e) 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.
(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) Oneida Ltd. Deferred Compensation Plan for Key
Employees adopted by the Board of Directors on October 27, 1993 and restated
effective August 1, 1997.
(13) Portions of the Oneida Ltd. Annual Report to
Stockholders for the fiscal year ended January 30, 1999, which have been
incorporated by reference in this Form 10-K.
(22) Subsidiaries of the Registrant.
(b) During the quarter ended January 30, 1999 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
March 31, 1999
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 Executive March 31, 1999
Peter J. Kallet Officer
Principal Financial Officer
/S/ EDWARD W. THOMA Senior Vice President, Finance March 31, 1999
Edward W. Thoma
Principal Accounting Officer
/s/ THOMAS A. FETZNER Vice President and Corporate March 31, 199
Thomas A. Fetzner Controller
The Board of Directors
/s/ WILLIAM F. ALLYN Director March 31, 1999
William F. Allyn
/s/ R. QUINTUS ANDERSON Director March 31, 199
R. Quintus Anderson
/s/ GEORGIA S. DERRICO Director March 31, 1999
Georgia S. Derrico
/s/ J. PETER FOBARE Director March 31, 1999
J. Peter Fobare
/s/ GREGORY M. HARDEN Director March 31, 1999
Gregory M. Harden
/s/ PETER J. KALLET Director March 31, 1999
Peter J. Kallet
/s/ WILLIAM D. MATTHEWS Director March 31, 1999
William D. Matthews
/s/ WHITNEY D. PIDOT Director March 31, 1999
Whitney D. Pidot
/s/ RAYMOND T. SCHULER Director March 31, 1999
Raymond T. Schuler
/s/ CATHERINE H. SUTTMEIER Director March 31, 1999
Catherine H. Suttmeier
/s/ WILLIAM M. TUCK Director March 31, 1999
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 1999 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 17 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 24, 1999
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, 333-10795 and
333-66425) and Form S-3 (File No. 33-64608) our report dated February 24, 1999
on our audits of the consolidated financial statements and financial statement
schedules of Oneida Ltd. as of January 30, 1999 and January 31, 1998, and for
each of the three years in the period ended January 30, 1999 which reports are
either included or incorporated by reference in this Annual Report on Form 10-K.
PRICEWATERHOUSECOOPERS
/s/ PricewaterhouseCoopers LLP
Syracuse, New York
April 30, 1999
SCHEDULE II
ONEIDA LTD.
AND CONSOLIDATED SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED JANUARY 1999, 1998 AND 1997
(Thousands)
Column A Column B Column C Column D Column E
Additions
Balance Charged Balance
at to at
Beginning Cost and End of
Description of Expenses Deduction Period
Period
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
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
Adjustments and doubtful accounts written off.
Payments under rebate program.
Index to Exhibits
Exhibits:
(3) The Corporation's Restated Certificate of Incorporation, as amended,
and By-Laws.
(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.
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. 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.
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 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.
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. 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.
(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 July 26, l989, 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, l995,
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, l998, which are incorporated by reference to the
Registrant's Annual Report on Form 10-K for the year ended January 31, 1998.
(b) Oneida Ltd. Management Incentive Plan adopted by the Board of
Directors on February 24, 1988, as amended, which provides for the payment of
bonus awards to certain executive and management employees.
(c) Oneida Ltd. 1998 Stock Option Plan adopted by the Board of Directors
and approved by stockholders on May 27, 1998.
(d) Oneida Ltd. 1998 Non-Employee Director Stock Option Plan adopted by
the Board of Directors and approved by stockholders on May 27, 1998.
(e) 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.
(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) Oneida Ltd. Deferred Compensation Plan for Key Employees adopted by
the Board of Directors on October 27, 1993 and restated effective August 1,
1997.
(13) Portions of the Oneida Ltd. Annual Report to Stockholders for the
fiscal year ended January 30, 1999, which have been incorporated by reference in
this Form 10-K.
(22) Subsidiaries of the Registrant.