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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(x) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended October 31, 1996
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________________to _______________
Commission file number 0-2389
ROANOKE ELECTRIC STEEL CORPORATION
(Exact name of Registrant as specified in its charter)
Virginia 54-0585263
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 13948, Roanoke, Virginia 24038-3948
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (540) 342-1831
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, No Par Value
(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, 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)
State the aggregate market value of the voting stock held by nonaffiliates
of the Registrant.
Aggregate market value at December 31, 1996: $112,713,413
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of December 31, 1996.
7,492,097 Shares outstanding
Portions of the following documents are incorporated by reference:
(1) 1996 Annual Report to Stockholders in Part II.
(2) Proxy Statement dated January 3, 1997 in Part III.
PART I
ITEM 1. BUSINESS
(a) General Development of Business.
During the fiscal year ended October 31, 1996, the Registrant
continued for the most part to operate its business as it has the past four
years by manufacturing merchant steel bar products, fabricating open-web
steel joists and concrete reinforcing steel, and extracting scrap steel and
other materials from junked automobiles. Roanoke Technical Treatment &
Services, Inc., a Roanoke, Virginia subsidiary, was formed in 1990 to
license a process for the treatment of electric arc furnace dust, and
currently is uncertain as to a specific time for start-up. In March 1991,
the Registrant closed its merchant steel bar rolling mill located in Salem,
Virginia due to a decline in order rates. The products manufactured at the
Salem plant were produced at the Roanoke plant, which is considerably more
efficient. During fiscal year 1994, the Registrant's auto shredding
subsidiary, Shredded Products Corporation, completed construction of its
new modern facility in Rocky Mount, Virginia, and in November 1994 began
operations at the new locality, at a total investment in excess of
$8,000,000 for plant and equipment. The new facility, with its own
landfill, is providing considerable savings in waste disposal costs. In
addition, cost savings and better metal recoveries are being achieved
through the use of the more technologically advanced equipment. During
the later part of 1996, the Registrant, at its main plant, completed the
installation of a new ladle refining furnace and the upgrade of an electric
arc furnace, for approximately $17,000,000. With this new state-of-the-art
equipment in operation, the Registrant expects to increase raw steel
production, improve quality, reduce production costs and improve operating
efficiencies. Also in 1996, the Registrant closed on an unsecured
$60,000,000 credit facility with a syndicate of lenders. The facility was
comprised of a $30,000,000 ten-year term loan and a $30,000,000 five-year
revolver. The term loan was used to purchase additional equipment and
refinance debt at much lower interest rates. The revolver replaced lines
of credit that were not legally binding. This restructuring of debt
provided the Registrant with the capital resources necessary to maintain
its competitive position and ensure future growth. In January 1996, Socar,
Inc. , a South Carolina subsidiary, sold its long-time idle plant in
Bucyrus, Ohio to the unaffiliated manufacturer who had been leasing the
facility for several years under a lease-purchase agreement, for a final
settlement price of $130,000. The other subsidiaries of the Registrant,
John W. Hancock, Jr., Inc. and RESCO Steel Products Corporation, have had
no material changes in operations or in the mode of conducting their
business for the past five years. John W. Hancock, Jr. founded both the
Hancock joist subsidiary and its parent, Roanoke Electric Steel
Corporation, and served on the Registrant's Board of Directors as Chairman
of the Executive Committee until his death in March 1994.
PART I
(con'd.)
The Registrant currently anticipates no material changes in operations
during the next fiscal year unless there are unforeseen changes in market
conditions and profitability.
(b) Financial Information about Industry Segments.
The Registrant's business consists of one industry segment or
line of business, which is the extracting of scrap metal from discarded
automobiles and the manufacturing, fabricating and marketing of merchant
steel bar products, reinforcing bars, open-web steel joists and billets.
The industry segment consists of three classes of products - merchant steel
products, fabricated bar joists and reinforcing bars and billets.
FINANCIAL INFORMATION RELATING TO INDUSTRY SEGMENTS
AND CLASSES OF PRODUCTS OR SERVICES
1996 1995 1994
Sales to Unaffiliated Customers:
Merchant Steel $104,180,746 $103,531,770 $96,782,588
Bar Joist & Rebar $112,572,549 $110,370,872 $78,854,207
Billets $ 29,533,357 $ 46,065,882 $40,172,433
$246,286,652 $259,968,524 $215,809,228
Net Earnings from Operations $ 15,414,834 $ 20,228,902 $ 8,766,435
Identifiable Assets $167,015,901 $157,774,658 $140,473,510
(c) Narrative Description of Business.
(1) (i) The Registrant manufactures merchant steel products
consisting of Angles, Plain Rounds, Flats, Channels and Reinforcing Bars of
various sizes and lengths. The principal markets for the Registrant's
products are steel fabricators and steel service centers. The products are
distributed directly to customers from orders solicited by a paid sales
staff of the Registrant.
PART I
(con'd.)
The Registrant's subsidiary, Shredded Products Corporation, is
involved in the extraction of scrap iron and steel and other metals from
junked automobiles and other waste materials. Almost all of the ferrous
material is used by the Parent as raw materials. The non-ferrous metals
are sold to unrelated purchasers.
Two other subsidiaries, John W. Hancock, Jr., Inc. and Socar,
Inc., are engaged in the manufacturing of long- and short-span steel
joists. Joists are open-web steel horizontal supports for floors and
roofs, used primarily in the construction of commercial and industrial
buildings such as shopping centers, factories, warehouses, hospitals,
schools, office buildings, nursing homes, and the like. Joists are
cheaper and lighter than structural steel or reinforced concrete. The
joists are distributed by these subsidiaries to their customers from orders
solicited by manufacturer's representatives and pursuant to successful bids
placed directly by the companies.
The Registrant's subsidiary, RESCO Steel Products Corporation,
fabricates concrete reinforcing steel by cutting and bending rebars to
contractors' specifications. The rebars are distributed to contractors
from orders solicited by a paid sales staff and pursuant to successful bids
placed directly by the subsidiary.
(ii) The Registrant has not recently introduced a new product or
begun to do business in a new industry segment that will require the
investment of a material amount of assets or that otherwise is material.
(iii) The Registrant's main raw material, scrap steel, is
supplied for the most part by scrap dealers within a 200 mile radius of the
mill. It is purchased through the David J. Joseph Company who are scrap
brokers. The Shredded Products subsidiary supplies 10,000 to 15,000 tons
of scrap per month. Although scrap is generally available to the
Registrant, the price of scrap steel is highly responsive to changes in
demand, including demand in foreign countries as well as in the United
States. The ability to maintain satisfactory profit margins in times when
scrap is relatively high priced is dependent upon the levels of steel
prices, which are determined by market forces. Alloys and other materials
needed for the melting process are provided by various domestic and foreign
companies.
Shredded Products Corporation often experiences difficulty in
purchasing scrap automobiles at a satisfactory level. Competition from an
increasing number of shredding operations and reluctance by dealers to sell
scrap automobiles due to market conditions are the main causes. High
offering prices generally increase the supply; however, the increased cost
to produce sometimes is very competitive with the price of similar scrap
that can be purchased on the outside.
Substantially all of John W. Hancock, Jr., Inc.'s steel
components are purchased from the Parent, which is located conveniently
nearby and, therefore such components are generally available to the
Company as needed.
PART I
(con'd.)
RESCO Steel Products Corporation purchases most of its steel
components from suppliers within its market area, determined mainly by
freight cost. Such components would be generally available to the Company,
since the Parent could produce and supply this raw material, as needed.
Socar, Inc. receives most of its raw steel material from the
Parent and other nearby suppliers, the determinant usually being freight
cost. The availability of raw materials is not of major concern to the
Company, since the Parent could supply most of its needs.
(iv) The Registrant currently holds no patents, trade marks,
licenses, franchises or concessions that are material to its business
operations.
(v) The business of the Registrant is not seasonal.
(vi) The Registrant does not offer extended payment terms to its
customers nor is it normally required to carry significant amounts of
inventory to meet rapid delivery requirements of customers; although, at
times market conditions have required the stockpiling of popular bar
products for rapid delivery. Working capital practices generally remain
constant during the course of business except when the Registrant
determines it to be advantageous to stockpile raw materials due to price
considerations.
(vii) During fiscal year 1996, sales (tons) by the Registrant to
John W. Hancock, Jr., Inc.,
Socar, Inc. and RESCO Steel Products Corporation, wholly-owned
subsidiaries, were approximately 10%, 8% and less than 1% of the
Registrant's total sales (tons), respectively. The largest nonaffiliated
customer purchased approximately 21% of total sales (tons) ---11% of total
sales (dollars). Alternative marketing and production arrangements were
available to the Registrant, so that the loss of this nonaffiliate would
not have had a materially adverse effect on the Registrant and its
subsidiaries taken as a whole.
(viii) The Registrant is of the opinion that the amount of its
backlog is not generally material to an understanding of the business. All
backlog is shipped within the current fiscal year.
(ix) None of the business of the Registrant is subject to
renegotiation of profits or termination of contracts or subcontracts at the
election of the Government.
(x) The Registrant competes with steel-producing mills of
similar size operative within its market region and also larger mills
producing similar products. The market region in which the Registrant
sells its products consists of the majority of states east of the
Mississippi River. Price, including transportation cost, is the major
determinant in securing business. Economic recession began to intensify
competition during 1990, as selling prices dropped due to a softening in
demand. This trend continued through most of 1991 with sharp declines in
selling prices due to poor demand and excess inventories and capacity at
most mills, although by year-end prices rose slightly. In comparison to
the 1991 recession lows, order rates in 1992 showed some
PART I
(con'd.)
improvement while selling prices remained flat. In 1993, market conditions
and demand improved significantly, while industry-wide selling prices
increased to offset higher raw material costs. Demand in 1994 was fueled
by continued improvement in business conditions and economic growth, with
higher raw material costs again forcing selling prices upward, although
some of the increased selling prices were demand driven. Even though
market conditions and backlogs remained strong for much of 1995, shipments
were flat due to customers' inventory reductions, while improved selling
prices were attributable to higher raw material costs and rising demand,
although by year-end prices fell slightly. Demand and backlogs continued
high through 1996, allowing for increased bar product shipments, in spite
of increased competition, which forced sharp reductions in selling prices
throughout the industry.
The joist business is highly competitive. Due to similarity of
product, relatively small price differences are often determinative in
placing business. Ability to meet the customer's time requirements for
delivery also is important in securing business. Competing successfully
becomes more difficult with the distance to point of delivery due to
transportation costs. In 1990, selling prices and order rates declined as
a result of a weakened construction industry, causing increased
competition. The severely depressed activity in the construction industry,
due to overbuilding, again in 1991 resulted in drastic declines in selling
prices and demand. In spite of depressed conditions, 1992 brought improved
shipments due mainly to successful job bidding; however, in order to book a
higher percentage of quotations, selling prices consequently suffered.
Again in 1993, successful job bidding resulted in improved shipment levels,
while higher raw material costs pushed selling prices upward, even though
the construction industry remained depressed and highly competitive. In
1994, an easing of competitive conditions within the construction industry
led to increased shipment levels, while selling prices were again forced
upward by higher raw material costs. Reduced competition and increased
activity in 1995 again led to higher shipment levels within the
construction industry, as demand and increased raw material costs forced
selling prices higher. Generally strong business conditions within the
commercial construction industry continued during 1996 to bring
improvements to selling prices for fabricated products, while shipment
levels were relatively flat, as weather related construction delays offset
otherwise strong demand.
Billets are semi-finished products used by the Registrant in its
rolling mill process to manufacture various merchant bar products. With
the addition of new casting equipment in recent years, the Registrant has
anticipated a growing billet market of nonaffiliated customers who further
fabricate the billets for various end uses. Competition within the
industry caused a drop in selling prices in 1990, with demand slowing. In
1991, selling prices trended further downward, while order rates fell due
to the sagging economy. Billet sales improved significantly in 1992 as a
result of increased domestic demand and entry into the much more
PART I
(con'd.)
competitive export markets, although selling prices still continued to
slump. Again in 1993, increased export business and improved domestic
demand resulted in significantly higher billet shipments. Selling prices
also rose in reaction to higher scrap steel costs. Shipments of billets
declined slightly in 1994 due to a lack of export
shipments, although domestic shipments improved significantly. While the
export markets were much more competitive, domestic demand improved
dramatically. Higher billet prices were also driven by higher scrap steel
costs, but the increased domestic billet shipments, which bring a higher
price, also contributed. Improved market conditions and increased domestic
demand resulted in improved 1995 billet shipments, as export markets
remained highly competitive. Higher scrap steel costs and improved product
mix together caused billet selling prices to climb. A planned melt shop
shutdown during 1996 to install a new ladle furnace and upgrade an electric
arc furnace was unexpectedly prolonged due to problems with construction
and installation, resulting in a sharp decline in billet production and
causing a significant reduction in billet shipments for the year, while the
highly competitive export market remained in effect. Billet selling prices
declined with a downward trend in scrap prices.
(xi) During the last three fiscal years, the Registrant was not
involved in any material research and development activities.
(xii) The United States Environmental Protection Agency (EPA)
has notified the Registrant and the County of Roanoke (County) of their
potential liability and responsibility for costs of response to materials
at a County-owned landfill site and adjacent streams near Salem, Virginia.
The Registrant has entered into a cost-sharing agreement with the County
for response action (cleanup) at the landfill site and the streams.
Pursuant to a Consent Decree to which EPA, the County and the Registrant
were parties, the County completed a remedial action at the landfill in
1995. Under a separate consent order with EPA, the Registrant is
performing a removal action at the streams, which includes removal,
treatment and on-site placement of materials and affected sediment and
soil. That work is approximately 75% performed, and completion is expected
within a year. The Registrant has not received notification of other
claims associated with the landfill or streams. The Registrant does not
anticipate significant future potential liability for response costs
associated with the landfill, and while the cost of future response
activities or any future claims associated with the streams is difficult to
project, management believes such costs would not have a materially adverse
effect on the consolidated financial position, results of operations and
competitive position of the Registrant. See Note 7, "Commitments and
Contingent Liabilities", in Notes to Consolidated Financial Statements
contained in the Registrant's 1996 Annual Report to Stockholders, filed as
an Exhibit to this Form 10-K.
PART I
(con'd.)
Near the end of fiscal year 1996, the Registrant began treating a
portion of its electric arc furnace dust, a hazardous substance, utilizing
its own stabilization process. Significant savings are being realized as
this process replaces off-site and more expensive treatment methods that
had been used through a contract with an approved waste disposal firm. The
Registrant believes it is in substantial compliance with applicable
federal, state and local regulations. However, future changes in
regulations may require expenditures which could adversely affect earnings
in subsequent years.
The Registrant has constructed over the years pollution control
equipment at an aggregate cost of over $9,600,000. Annual operating
expenses and depreciation of all pollution control equipment and waste
disposal costs are in excess of $3,900,000 in the aggregate. The
Registrant is expected to spend approximately $1,000,000 to $1,500,000 for
additional pollution control and waste disposal equipment and facilities
during subsequent fiscal years. Adoption of the Clean Air Act Amendments
of 1990 is not anticipated to have a materially adverse effect on the
Registrant's operations, capital resources or liquidity, nor should any
incremental increase in capital expenditures occur due to the Act.
(xiii) At October 31, 1996, the Registrant employed 508 persons
at its Roanoke plant, with no employment at its Salem division, idle since
mid-1991. The Registrant's subsidiaries, John W. Hancock, Jr., Inc.,
Socar, Inc., Shredded Products Corporation and RESCO Steel Products
Corporation employed 276, 276, 50 and 45 persons, respectively.
(d) Financial Information about Foreign and Domestic Operations and
Export Sales.
When the Registrant's billet production exceeds its required
needs, this semi-finished product is offered for sale. During past years,
a portion of the excess billets has been sold to brokers who represent
foreign purchasers, although, there were no foreign sales of excess billets
or other products during fiscal years 1994, 1995 and 1996. The information
required by this paragraph by geographical area, as to foreign and domestic
operations, is not provided since it is identical to the table in paragraph
(b) with all information pertaining to the United States.
ITEM 2. PROPERTIES
The Registrant owns 68 acres situated in the City of Roanoke,
Virginia, which comprises its main plant, of which 25 acres are used to
provide 338,000 square feet of manufacturing space with an annual billet
capacity of approximately 650,000 tons. A 30 acre site is owned in Salem,
Virginia, of which 10 acres were used to provide 51,355 square feet of
manufacturing space, until March 1991, when the plant was idled. The
Registrant acquired in 1991 a 447 acre tract of land in Franklin County,
Virginia, 100 acres of which was transferred to Shredded Products
Corporation in a move of shredding operations from its Montvale location.
PART I
(con'd.)
Part of this new Shredded Products property is being used as an approved
industrial landfill. The remaining 337 acres of this land, 47 acres of
which was sold in 1995, will be marketed as an industrial park for Franklin
County.
Shredded Products Corporation operates in both Montvale and Rocky
Mount, Virginia. The Montvale plant is situated on a 75 acre site owned by
the Registrant, approximately 20 acres of which are regularly used in its
scrap processing operation, with an annual production capacity of
approximately 18,000 tons. The new Rocky Mount facility is located on a
100 acre site owned by Shredded Products Corporation, partially consisting
of a 25 acre industrial landfill used for the disposal of its auto fluff,
and another 25 acres of which are regularly used in its shredding
operation, with an annual production capacity of approximately 150,000
tons.
John W. Hancock, Jr., Inc. is located in Roanoke County near
Salem, Virginia. The plant is situated on a 37 acre site owned by Hancock,
Inc., 17 acres of which are regularly used in its operations. Buildings on
the site contain 131,614 square feet of floor space.
Socar, Inc. and its subsidiary are located in Florence, South
Carolina, and in Continental, Ohio. The Florence facility is located on a
28 acre site owned by Socar, Inc., 16 acres of which are regularly used in
its operations. Buildings on the site contain 93,359 square feet of floor
space. The plant located on a 32 acre site in Continental, Ohio, owned by
Socar, Inc., has 81,172 square feet of floor space in manufacturing
buildings, situated on 8 acres regularly used in its operations.
RESCO Steel Products Corporation operates from a building
containing 43,340 square feet of floor space, located in Salem, Virginia,
on a 7 acre site owned by RESCO.
The various buildings are of modern design, well-maintained, and
suitable and adequate for the requirements of the business.
ITEM 3. LEGAL PROCEEDINGS
A County of Roanoke (County) landfill site, where the Registrant
disposed of furnace dust from 1969 until 1976, was placed on the National
Priorities List as a Superfund site in 1989. The United States
Environmental Protection Agency (EPA) has notified the Registrant and the
County of their potential liability and responsibility for costs of
response at the landfill site and adjacent streams. The Registrant has
entered into a cost-sharing agreement with the County for response action
(cleanup) at the landfill site and sharing of cost reimbursement received
from other potentially responsible parties, if any. The County has filed
suit to recover such costs. Under EPA oversight, the County completed
remediation action there in 1995. The Registrant's costs associated with
that work were reflected in past financial statements or in the
accompanying financial
PART I
(con'd.)
statements. Under a consent order and EPA oversight, the Registrant, is
implementing a removal action (cleanup) of the streams. While the cost of
future response activities or any future claims associated with the streams
is difficult to project, management believes such costs would not have a
materially adverse effect on the consolidated financial position, results
of operations and competitive position of the Registrant. See Note 7,
"Commitments and Contingent Liabilities", in Notes to Consolidated
Financial Statements contained in the Registrant's 1996 Annual Report to
Stockholders, filed as an Exhibit to this Form 10-K.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of stockholders during
the fourth quarter of the fiscal year covered.
EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to General Instruction G(3) of Form 10-K, the following
list is included as an unnumbered Item in Part I of this report in lieu of
being included in the Proxy Statement for the Annual Meeting of
Shareholders to be held on February 18, 1997.
The names, ages and positions of all of the executive officers of
the Registrant as of October 31, 1996 are listed below with their business
experience with the Registrant for the past five years. Officers are
elected annually by the Board of Directors at the first meeting of
directors following the annual meeting of shareholders. There are no family
relationships among these officers, nor any agreement or understanding
between any officer and any other person pursuant to which the officer was
selected.
Thomas J. Crawford, 41, has served as Secretary of the Registrant
since January 1985 and as Assistant Vice President since January 1993;
prior thereto, he had served as Manager of Inside Sales since 1984 and as a
Sales Representative since 1977. He has 19 years of service with the
Registrant.
Donald R. Higgins, 51, has served as Vice President - Sales of
the Registrant since January 1986; prior thereto, he had served as General
Sales Manager since 1984 and Assistant Sales Manager since 1978. He has 31
years of service with the Registrant.
John E. Morris, 55, has served as Vice President - Finance of the
Registrant since October 1988 and as Assistant Treasurer since 1985; prior
thereto, he had served as Controller since 1971. He has 25 years of
service with the Registrant.
Donald G. Smith, 61, has served as Chairman of the Board of the
Registrant since February 1989, as Chief Executive Officer since November
1986, as President and Treasurer since January 1985 and as Director of the
Registrant since April 1984; prior thereto, he had served as Vice President
- - Administration since September 1980 and as Secretary since January 1967.
He has 39 years of service with the Registrant.
PART I
(con'd.)
FORWARD-LOOKING STATEMENTS
From time to time, the Company may publish forward-looking statements
relating to such matters as anticipated financial performance, business
prospects, technological developments, new products, research and
development activities and similar matters. The Private Securities
Litigation Reform Act of 1995 provides a safe harbor for forward-looking
statements. In order to comply with the terms of the safe harbor, the
Company notes that a variety of factors could cause the Company's actual
results and experience to differ materially from the anticipated results or
other expectations expressed in the Company's forward-looking statements.
The risks and uncertainties that may affect the operations, performance,
development and results of the Company's business include economic and
industry conditions, availability and prices of supplies, prices of steel
products, competition, governmental regulations, interest rates, inflation,
labor relations, environmental concerns, and others.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The specified information required by this item is incorporated by
reference to the information under the heading "Stock Activity" in the 1996
Annual Report to Stockholders. The Registrant did not during fiscal year
1996 make any sale of securities not registered under the Securities Act of
1993.
ITEM 6. SELECTED FINANCIAL DATA
The specified information required by this item is incorporated by
reference to the information under the heading "Selected Financial Data" in
the 1996 Annual Report to Stockholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The specified information required by this item is incorporated by
reference to the information under the heading "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the 1996
Annual Report to Stockholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The specified information required by this item is incorporated by
reference to the information under the headings "Independent Auditors'
Report", "Consolidated Financial Statements" and "Notes to Consolidated
Financial Statements" in the 1996 Annual Report to Stockholders.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The specified information required by this item is incorporated
by reference to the information under the heading "Information Concerning
Directors and Nominees" in the Proxy Statement dated January 3, 1997, as
filed with the Commission, or is included under the heading "Executive
Officers of the Registrant" in Part I of this 10-K filing. The disclosure
required by Item 405 of Regulation S-K is not applicable.
ITEM 11. EXECUTIVE COMPENSATION
The specified information required by this item is incorporated
by reference to the information under the headings "Executive
Compensation", "Compensation and Stock Option Committee Report on Executive
Compensation", "Compensation Committee Interlocks and Insider
Participation", "Certain Relationships and Related Transactions",
"Performance Graph" and "Board of Directors and Committees -- Director
Compensation" in the Proxy Statement dated January 3, 1997, as filed with
the Commission.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The specified information required by this item is incorporated
by reference to the information under the headings "Security Ownership of
Certain Beneficial Owners" and "Security Ownership of Management" in the
Proxy Statement dated January 3, 1997, as filed with the Commission.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The specified information required by this item is incorporated
by reference to the information under the heading "Compensation Committee
Interlocks and Insider Participation" and "Certain Relationships and
Related Transactions" in the Proxy Statement dated January 3, 1997, as
filed with the Commission.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this report:
(1) The following financial statements are filed as part of
the 1996 Annual Report to Stockholders which is incorporated by reference:
(a) Consolidated Balance Sheets
(b) Consolidated Statements of Stockholders' Equity
(c) Consolidated Statements of Earnings
(d) Consolidated Statements of Cash Flows
(e) Notes to Consolidated Financial Statements
(f) Independent Auditors' Report
Individual financial statements of the Registrant are not being
filed because the Registrant is primarily an operating company and its
subsidiaries do not have minority equity interests and/or long-term
indebtedness (including current portions) to any person outside the
consolidated group (excluding long-term indebtedness which is
collateralized by the Registrant by guarantee, pledge, assignment or
otherwise), in amounts which together exceed 5 percent of the total
consolidated assets.
PART IV
(con'd.)
(2) Pursuant to Regulation S-K the following Exhibit Index is
added immediately preceding the exhibits filed as part of the subject Form
10-K:
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT PAGE
(3) (a) Articles of Incorporation, as amended 19
(b) By-Laws, as amended 20
(4) Instruments Defining the Rights of 21
Security Holders
(10) * (a) Executive Officer Incentive Arrangement 22
Incorporated by
Reference
* (b) Roanoke Electric Steel Corporation Employees' 22
Stock Option Plan
Incorporated by
Reference
* (c) Roanoke Electric Steel Corporation 22
Consulting Arrangement
* (d) Roanoke Electric Steel Corporation 22
Severance Agreements
(13) 1996 Annual Report to Stockholders 23
(21) Subsidiaries of the Registrant 24
(23) Consent of Independent Auditors 25
(27) Financial Data Schedule 26
(b) Reports on Form 8-K.
A report on Form 8-K was filed September 20, 1996, during the
last quarter of the period covered by this report, stating that the
Registrant had approved the repurchase of up to an additional 250,000
shares of the Company's common stock, both in the open market and in
privately negotiated transactions. The Registrant had previously approved
a plan for the repurchase of up to 500,000 shares of the Company's common
stock during a twelve-month period ending April, 1997, but as of the Form
8-K report date, nearly all of the initially approved
PART IV
(con'd.)
repurchase was complete. The repurchased shares, to be held as authorized
and unissued shares, will be available for general corporate purposes and
to fund the Company's stock option plan.
* Management contract, or compensatory plan or agreement, required to be
filed as an Exhibit to this Form 10-K pursuant to Item 14 (c).
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.
ROANOKE ELECTRIC STEEL CORPORATION
Registrant
By: Donald G. Smith
Donald G. Smith, Chairman,President,
Treasurer and Chief Executive Officer
(Principal Executive Officer,Principal
Financial Officer and Director)
Date: January 21, 1997
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
Name and Title Date
Donald G. Smith January 21, 1997
Donald G. Smith, Chairman, President,
Treasurer and Chief Executive Officer
(Principal Executive Officer, Principal
Financial Officer and Director)
John E. Morris January 21, 1997
John E. Morris, Vice President - Finance
and Assistant Treasurer (Principal
Accounting Officer)
George B. Cartledge, Jr. January 21, 1997
George B. Cartledge, Jr. Director
Paul E. Torgersen January 21, 1997
Paul E. Torgersen Director
William L. Neal January 21, 1997
William L. Neal Director
Thomas L. Robertson January 21, 1997
Thomas L. Robertson Director
EXHIBIT NO. 3 (a)
ARTICLES OF INCORPORATION, AS AMENDED
EXHIBIT NO. 3 (b)
BY-LAWS, AS AMENDED
.
EXHIBIT NO. 4
INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS
Pursuant to Item 601(b) (4) (iii) of Regulation S-K, the
Registrant hereby undertakes to furnish to the Commission, upon request,
copies of the instruments defining the rights of holders of the long-term
debt of Roanoke Electric Steel Corporation and its subsidiaries described
in its 1996 Annual Report to Stockholders and Form 10-K.
EXHIBIT NO. 10
* (a)
EXECUTIVE OFFICER INCENTIVE ARRANGEMENT
Incorporated by reference to the previously filed Form 10-K for
October 31, 1993 on file in the Commission office.
* (b)
ROANOKE ELECTRIC STEEL CORPORATION
EMPLOYEES' STOCK OPTION PLAN
Incorporated by reference to the previously filed Form 10-K for
October 31, 1992 on file in the Commission office.
* (c)
ROANOKE ELECTRIC STEEL CORPORATION
CONSULTING ARRANGEMENT
In January 1996, the Company entered into an arrangement with
William L. Neal, a director of the Company and former President of John W.
Hancock, Jr., Inc., whereby Mr. Neal has agreed to provide consultation and
advisory services to the Company and its subsidiaries. The arrangement
will continue in effect until terminated by either party. The Company has
agreed to pay Mr. Neal compensation at a rate of $100,000 per year.
* (d)
ROANOKE ELECTRIC STEEL CORPORATION
SEVERANCE AGREEMENTS
On August 20, 1996 Severance Agreements in the forms attached
hereto were executed by the Company and the following executive officers:
Donald G. Smith - Chairman, President, Treasurer and Chief
Executive Officer
415 Canterbury Lane S.W., Roanoke, VA 24014
Donald R. Higgins - Vice President - Sales
5014 Hunting Hills Circle S.W., Roanoke, VA 24014
John E. Morris - Vice President - Finance and Assistant
Treasurer
1783 Laurel Mountain Drive, Salem, VA 24153
Thomas J. Crawford - Assistant Vice President and Secretary
1646 Millbridge Rd., Salem, VA 24153
THIS AGREEMENT ("Agreement") dated as of August 20, 1996, by and
between Roanoke Electric Steel Corporation, 102 Westside Boulevard, N.W.,
Roanoke, Virginia 24017, a Virginia corporation (the "Company"), and
______________________ , _______________________ (the "Executive").
(address)
WITNESSETH THAT:
WHEREAS, the Company considers the establishment and maintenance of a
sound and vital management to be essential to protecting and enhancing the
best interest of the Company and its shareholders; and
WHEREAS, the Company recognizes that the possibility of a change in
control exists and may exist in the future, and that such possibility, and
the uncertainty and questions which it may raise among management, may
result in the departure or distraction of management personnel to the
detriment of the Company and its shareholders; and
WHEREAS, the Board of Directors of the Company ("Board") has
determined that appropriate steps should be taken to reinforce and
encourage the continued attention and dedication of members of the
Company's management to their assigned duties without distraction in the
face of the circumstances arising from the possibility of a change in
control.
NOW, THEREFORE, in consideration of the promises and mutual agreements
herein contained, the Company and the Executive hereby agree as follows:
1. The capitalized terms in this Agreement shall have the meanings
set forth in the "Definitions Addendum" attached hereto as Exhibit A and
incorporated herein by reference.
2. In order to protect the Executive against the possible
consequences of a Change in Control and thereby induce the Executive to
continue to serve as ______________________ of the Company and/or in such
other office or position to which he may be elected, the Company agrees
that if (a) a Change in Control occurs and (b) the Executive leaves the
employment of the Company for whatever reason (except because of the
Executive's death or Retirement, discharge by the Company for Cause or
Disability, or voluntary termination by the Executive other than for Good
Reason) within thirty-six (36) months after such Change in Control:
(A) The Company shall pay the Executive his full salary (whether
such salary has been previously been paid by the Company or by any of its
subsidiaries) through the Date of Termination at the rate in effect at the
time Notice of Termination is given and all other unpaid amounts, if any,
to which the Executive is entitled as of the Date of Termination under any
Plan or other arrangement of the Company at the time such payments are due;
(B) The Company shall pay to the Executive an amount equal to
2.99 multiplied by the Executive's annualized includable compensation for
the base period, as defined by Section 280G(d)(1) of the Internal Revenue
Code of 1986, as amended, (the"Code") (hereinafter the "Severance
Payment"), provided, however, that if any of such payment is or will be
subject to the excise tax imposed by Section 4999 of the Code or any
similar tax that may hereafter be imposed ("Excise Tax"), such payment
shall be reduced to a smaller amount, even to zero, which shall be the
largest amount payable under this paragraph that would not be subject, in
whole or in part, to the Excise Tax after considering all other payments to
the Executive required to be considered under Sections 4999 or 280G of the
Code.
In the event that the Severance Payment is subsequently determined to
be less than the amount actually paid hereunder, the Executive shall repay
the excess to the Company at the time that the proper amount is finally
determined, plus interest on the amount of such repayment at the Applicable
Federal Rate. In the event that the Severance Payment is determined to
exceed the amount actually paid hereunder, the Company shall pay the
Executive such difference, plus interest on the amount of such additional
payment at the Applicable Federal Rate at the time that the amount of such
difference is finally determined.
(C) The Company shall also pay to the Executive all legal fees
and related expenses incurred by the Executive in connection with this
Agreement, including any dispute arising out of this Agreement, whether or
not the Executive prevails (including, without limitation, all such fees
and expenses, if any, incurred in contesting or disputing any termination
or in seeking to obtain or enforce any right or benefit provided by this
Agreement).
(D) The Company shall maintain in full force and effect, for the
Executive's continued benefit until the earlier of (a) three years after
the Date of Termination; or (b) the Executive's commencement of full-time
employment with a new employer, all life insurance, medical, health and
accident, and disability plans, programs or arrangements in which the
Executive was entitled to participate immediately prior to the Date of
Termination, provided that the Executive continued participation is
possible under the general terms and provisions of such plans and programs.
In the event that the Executive's participation in any such plan or program
is barred, the Company shall arrange to provide the Executive with benefits
substantially similar to those which the Executive is entitled to receive
under such plans and programs.
3. The Executive's benefits hereunder shall be considered severance
pay in consideration of his past service, and pay in consideration of his
continued service from the date hereof, and his entitlement thereto shall
not be governed by any duty to mitigate his damages by seeking further
employment nor offset by any compensation which he may receive from future
employment.
4. The Company shall require any Successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company, by
agreement in form and substance satisfactory to the Executive, prior to the
effectiveness of any such Change in Control, to expressly assent and agree
to perform the Company's obligations under this Agreement.
5. This Agreement shall be binding upon and shall inure to the
benefit of the respective successors, assigns, legal representatives and
heirs to the parties hereto. If the Executive should die while any amount
would still be payable to the Executive hereunder if the Executive had
continued to live, all such amounts, unless otherwise provided herein,
shall be paid in accordance with the terms of this Agreement to the
Executive's beneficiary designated in writing and delivered to the Company,
if any, and if none to the Executive's estate.
6. Any payment or delivery required under this Agreement shall be
subject to all requirements of the law with regard to withholding, filing,
making of reports and the like, and the Company shall use its best efforts
to satisfy promptly all such requirements.
7. This Agreement shall commence on the date hereof and shall
continue in effect through October 31, 2001. Prior to a Change in Control,
this Agreement shall terminate if the Executive shall resign voluntarily,
Retire, become Disabled, voluntarily take another position requiring a
substantial portion of his time, or die. This Agreement shall also
terminate if the Executive's employment as an officer of the Company shall
have been terminated for any reason by the Board as constituted prior to
any Change in Control. Notwithstanding anything in this Agreement to the
contrary, this Agreement shall continue in effect for at least a period of
thirty-six (36) months beyond the date of a Change in Control, if one shall
have occurred during the term of this Agreement.
8. For the purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall
be deemed to have been duly given when delivered or mailed by certified or
registered mail, return receipt requested, postage prepaid, addressed to
the respective addresses set forth on the first page of this Agreement,
provided that all notices to the Company shall be directed to the attention
of the President of the Company, or to such other address as either party
may have furnished to the other in writing in accordance herewith, except
that notice of change of address shall be effective only upon receipt.
9. No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in
writing signed by the Executive and such officer as may be specifically
designated by the Board. No waiver by either party hereto at any time of
any breach by the other party hereto of, or compliance with, any condition
or provision of this Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time. No agreements or representations,
oral or otherwise, express or implied, with respect to the subject matter
hereof have been made by either party which are not expressly set forth in
this Agreement. The validity, interpretation, construction and performance
of this agreement shall be governed by the law of the Commonwealth of
Virginia without regard to the state's conflict of law rules.
10. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.
11. Any dispute or controversy arising under or in connection with
this Agreement shall be settled exclusively by arbitration in the City of
Roanoke, Virginia, in accordance with the rules of the American Arbitration
Association then in effect. Judgment may be entered on the arbitrator's
award in any court having jurisdiction; provided however, that the
Executive shall be entitled to seek specific performance of his right to be
paid until the Date of Termination during the pendency of any dispute or
controversy arising under or in connection with this Agreement. The
Company shall bear all costs and expenses arising in connection with any
arbitration proceeding pursuant to this Paragraph.
IN WITNESS WHEREOF, this Agreement has been executed by the
undersigned as of the date and year first above written.
ROANOKE ELECTRIC STEEL CORPORATION
By Donald G. Smith
Its Chairman, President, Treasurer and
Chief Executive Officer
Witness: EXECUTIVE
Carolyn J. Walker _________________________________________
Carolyn J. Walker
Print Name
EXHIBIT A
To
Agreement between ______________________ (the "Executive") and
Roanoke Electric Steel Corporation
Dated August 20, 1996
Definitions Addendum
As used in this Agreement, the following capitalized terms have
the indicated meanings unless the context clearly requires otherwise:
(A) "Applicable Federal Rate" has the meaning ascribed to that
term in Section 1274(d)(1) of the Internal Revenue Code of 1986, as
amended.
(B) "Board" means Board of Directors of the Company.
(C) "Cause" means (i) the willful and continued failure by the
Executive to substantially perform his duties hereunder (other than any
such failure resulting from his incapacity due to physical or mental
illness) after a written demand for substantial performance is delivered to
the Executive by the Board (excluding the Executive), which demand
specifically identifies the manner in which the Board believes that the
Executive has not substantially performed his duties, or (ii) the willful
engaging by the Executive in illegal conduct or any conduct which is
demonstrably and materially injurious to the Company. Notwithstanding the
foregoing, the Executive shall not be deemed to be terminated for Cause
unless and until there has been delivered to Executive a copy of a
resolution duly adopted by the affirmative vote of not less than 75% of the
membership of the Board (excluding the Executive) at a meeting of such
Board called and held for such purpose (after a reasonable notice to the
Executive and an opportunity for the Executive, together with his counsel,
to be heard before the Board), finding that in the good faith opinion of
the Board the Executive was guilty of conduct set forth above and
specifying the particulars thereof in detail.
(D) "Change in Control" means a change in control of a nature
that would be required to be reported (assuming such event has not been
"previously reported") in response to Item 1(a) of the Current Report on
Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934, as amended ("Exchange Act");
provided that, without limitation, such a Change in Control shall be deemed
to have occurred at such time as (i) any Person is or becomes the
"beneficial owner" (as defined in Rule 13d-3 or Rule 13d-5 under the
Exchange Act as in effect on January 1, 1996), directly or indirectly, of
20% or more of the combined voting power of the Company's voting
securities; (ii) the Incumbent Board ceases for any reason to constitute at
least the majority of the Board; provided, however, that any person
becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company's shareholders was approved by a
vote of at least 75% of the directors comprising the Incumbent Board
(either by a specific vote or by approval of the proxy statement of the
Company in which such person is named as a nominee for director, without
objection to such nomination) shall be, for purposes of this clause (ii),
considered as though such person were a member of the Incumbent Board;
(iii) all or substantially all of the assets of the Company are sold,
transferred or conveyed if the transferee is not controlled by the Company
(control meaning the ownership of more than 50% of the combined voting
power of such entity's voting securities); or (iv) the Company is merged or
consolidated with another corporation or entity and as a result of such
merger or consolidation less than 75% of the outstanding voting securities
of the surviving or resulting corporation or entity shall be owned in the
aggregate by the former shareholders of the Company. Notwithstanding
anything in the foregoing to the contrary, no Change in Control shall be
deemed to have occurred for purposes of this Agreement by virtue of any
transaction (i) which results in the Executive or a group of Persons which
includes the Executive, acquiring, directly or indirectly, 20% or more of
the combined voting power of the Company's voting securities; or (ii) which
results in the Company, any subsidiary of the Company or any profit-sharing
plan, employee stock ownership plan or employee benefit plan of the Company
or any of its subsidiaries (or any trustee of or fiduciary with respect to
any such plan acting in such capacity) acquiring, directly or indirectly,
20% or more of the combined voting power of the Company's voting
securities.
(E) "Date of Termination" means (i) if the Executive's
employment is terminated by the Executive for other than Good Reason,
ninety (90) days after Notice of Termination is given, (ii) if the
Executive's employment is to be terminated for Disability, thirty (30) days
after Notice of Termination is given (provided that in the case of
Disability, the Executive shall not have returned to the performance of his
duties on a full-time basis during such thirty (30) day period), (iii) if
the Executive's employment is to be terminated for Cause or by the
Executive for Good Reason, the date specified in the Notice of Termination,
(iv) the date of the Executive's death, or (v) if the Executive's
employment is to be terminated by the Company for any reason other than
Cause, the date specified in the Notice of Termination, which in no event
shall be a date earlier than ninety (90) days after the date on which such
Notice of Termination is given.
(F) "Disability" means (i) as a result of the Executive's
inability due to physical or mental illness, the Executive shall have been
absent from the full-time performance of his duties with the Company for
six (6) consecutive months, and (ii) within thirty (30) days after Notice
of Termination is given the Executive shall not have returned to the
full-time performance of his duties.
(G) "Company" includes any corporation or other entity which is
the surviving or continuing entity in respect of any merger, consolidation
or form of business combination in which the Company ceases to exist.
(H) "Federal Funds Rate" means a rate of interest equal to the
average of (i) the near closing bid and (ii) offered as quoted in the Wall
Street Journal for reserves traded among commercial banks for overnight use
in amounts of $1,000,000 or more. Should such rate of interest ever cease
to exist, the parties shall mutually agree upon a comparable rate of
interest.
(I) "Good Reason" means:
(i) In the event of a Change in Control of the Company, an
adverse change in the Executive's status or position(s) with the Company
including, without limitation, any material diminution of his duties or
responsibilities or the assignment to the Executive of any duties or
responsibilities which, in the Executive's reasonable judgment, are
inconsistent with such status or position(s);
(ii) The failure by the Company to obtain from any Successor
the assent to this Agreement;
(iii) In the event of a Change in Control, any purported
termination by the Company of the Executive's employment which is not
effected pursuant to a Notice of Termination satisfying the requirements of
subparagraph (K) below (and, if applicable, subparagraph (B) above); and
for purposes of this Agreement, no such purported termination shall be
effective;
(iv) In the event of a Change in Control, the failure by the
Company to continue in effect any Plan in which Executive participates at
the time of the Change in Control (or Plans providing the Executive with at
least substantially similar benefits) other than as a result of the normal
expiration of any such Plan in accordance with its terms as in effect at
the time of the Change in Control, or the taking of any action, or the
failure to act, by the Company which would adversely affect the Executive's
continued participation in any of such Plans on at least as favorable a
basis as in the case on the date of the Change in Control or which would
materially reduce the Executive's benefits in the future under any such
Plans or deprive the Executive of any material benefit enjoyed by the
Executive at the time of the Change in Control;
(v) In the event of a Change in Control, the failure by the
Company to provide and credit the Executive with a number of paid vacation
days to which the Executive would then be entitled in accordance with the
Company's normal vacation policy as in effect immediately prior to the
Change in Control; or
(vi) In the event of a Change in Control, the Company
requiring the Executive to be based anywhere other than where his office is
located immediately prior to the Change in Control.
(J) "Incumbent Board" means the Board as constituted on the date
hereof.
(K) "Notice of Termination" means a written notice that
indicates the specific termination provision of this Agreement relied upon
and sets forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Executive's employment under the
provision so indicated.
(L) "Person" has the meaning ascribed to that term in Sections
3(d)(9) and 13(d)(3) of the Exchange Act.
(M) "Plan" means any compensation plan such as an incentive,
bonus, stock option or restricted stock plan, any pension or profit sharing
plan or any welfare benefit plan (including, but not limited to, health,
life or disability insurance).
(N) "Retirement" and "Retire" means the Executive's voluntary
termination of employment after the attainment of age sixty-five (65) or
the attainment of age fifty-five (55) having worked full time for the
Company for a period of ten (10) consecutive employment years.
(O) "Successor" means any Person that succeeds to, or has the
practical ability to control (either immediately or with the passage of
time) the Company's business directly, by merger or consolidation, or
indirectly by purchase of the Company's voting securities, all or
substantially all of its assets or otherwise.
ROANOKE ELECTRIC STEEL CORPORATION
By Donald G. Smith
Its Chairman, President, Treasurer and
Chief Executive Officer
Witness: EXECUTIVE
Carolyn J. Walker _________________________________________
Carolyn J. Walker
Print Name
* Management contract, or compensatory plan or agreement, required to
be filed as an Exhibit to this Form 10-K pursuant to Item 14 (c).
.
EXHIBIT NO. 13
1996 ANNUAL REPORT TO STOCKHOLDERS
EXHIBIT NO. 21
SUBSIDIARIES OF THE REGISTRANT
Registrant: Roanoke Electric Steel Corporation
Organized Under
Subsidiary of Registrant Jurisdiction of
Shredded Products Corporation Virginia
John W. Hancock, Jr., Inc. Virginia
Socar, Incorporated South Carolina
RESCO Steel Products Corporation Virginia
Roanoke Technical Treatment and Services, Inc. Virginia
EXHIBIT NO. 23
DELOITTE & TOUCHE LLP
Suite 1401 Telephone: (910) 721-2300
500 West Fifth Street Facsimile: (910) 721-2301
P.O. Box 20129
Winston-Salem, North Carolina 27120-0129
CONSENT OF INDEPENDENT AUDITORS
Roanoke Electric Steel Corporation:
We hereby consent to the incorporation by reference in Registration
Statement Nos. 33-27359 and 33-35243 on Form S-8 of our report dated
November 21, 1996, appearing in and incorporated by reference in this
Annual Report on Form 10-K of Roanoke Electric Steel Corporation for the
year ended October 31, 1996.
Deloitte & Touche LLP
Winston-Salem, North Carolina
January 21, 1997
Deloitte Touche
Tohmatsu
International
EXHIBIT NO. 27
FINANCIAL DATA SCHEDULE