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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 December 31, 1997
[ ]Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from ____________
to ____________
Commission File No. 1-8250
WELLS-GARDNER ELECTRONICS CORPORATION
(Exact name of registrant as specified in its charter)
ILLINOIS 36-1944630
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
2701 North Kildare Avenue, Chicago, Illinois 60639
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 773/252-8220
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $1.00 par value American Stock Exchange
Title of each class Name of each exchange on which
registered
Securities registered pursuant to Section 12(g) of the Act: None
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. [ ]
As of March 5, 1998, 4,229,083 shares of the Common Stock of the
registrant were outstanding.
While it is difficult to determine the number of shares of stock
owned by non affiliates, the registrant estimates that the aggregate
market value of the registrant's Common Stock held by non affiliates on
March 5, 1998 was approximately $19,942,000. This determination is
based upon an estimate that 74.7% of the shares are so owned by non
affiliates and upon the closing price for the Common Stock on the
American Stock Exchange on such date.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Annual Report to Shareholders for fiscal year ended
December 31, 1997: Part I & II
Portions of Proxy Statement for Annual Meeting of Shareholders to be
held on April 28, 1998: Part III
PART I
Item 1. BUSINESS
(a) General Development of Business
Wells-Gardner Electronics Corporation (the "Company") is an ISO
9001 certified video products corporation that designs, manufactures
and assembles color cathode ray tube ("CRT") video monitors. The
Company sells video monitors to leading manufacturers of coin-operated
video games, lottery terminals, video slot machines, video walls,
leisure and fitness, INTRANET, media, automotive kiosks and other
display applications.
During 1997, the Company continued to invest in engineering
research and development. This investment resulted in the
introduction of 32 new products being released in the past two years
which accounted for over 94% of 1997 revenues. As a result of the
Company's continuously improving its quality, the Company passed its
1997 annual quality audit conducted by the ISO 9001 accreditation
agency giving the Company certification through the year 2000. The
Company continues to focus on improving the quality of its products to
achieve its goal of being the highest quality vendor in each of the
markets it serves. The Company was incorporated in Illinois in 1925.
On February 17, 1998, the Company announced it had entered into a
letter of intent to purchase 100% of the common stock of Data Ray
Corporation. Data Ray is a medical monitor, wholly owned subsidiary
of Nippon Chemi-Con of Tokyo, Japan. The due diligence process is
estimated to be completed in the second quarter of 1998.
(b) Narrative Description of Business
(c) (i), (ii) and (iii)
PRODUCTS
The Company's primary business is the design, manufacture and
assembly of electronic components which consist of video color
monitors and the bonding of touch sensors to open frame monitors. The
image on a CRT display is produced by magnetically guiding an
interruptible stream of electrons against the back of a phosphorescent
screen. This stream of electrons scans a series of horizontal lines
from the top to the bottom of the screen. When the stream of
electrons strikes the back of the screen a bright area is produced and
when it is interrupted, a dark area appears. In a medium-resolution
unit, the stream of electrons scans the screen in a series of 525
horizontal lines 30 times per second, whereas the series of light and
dark areas produced appears as a steady coherent image to the viewer.
High-resolution displays scan a greater number of lines at a greater
speed, thus producing a clearer image on the screen. CRT video
products accounted for approximately 99 percent of revenues in 1997
and 1996 and 98 percent of revenues in 1995.
The Company offers a full line of video monitors, with CRT sizes
ranging from 3" to 39" with horizontal scan frequencies from 15kHz to
35kHz. In addition to providing standardized products, the Company
also customizes electrical and mechanical applications to meet
specific customer requirements. The Company's line of color display
monitors have been redesigned over the past years for higher
performance and lower per unit cost. In 1997, the Company released 12
new voltage free products which allow the products to be plugged in
anywhere in the world.
The Company also optically bonds touch screen sensors to the face
of the monitors to allow the user of a CRT video monitor to interact
with a computer program by touching a video screen. Touch sensors are
mainly used in the electronic video gaming, video slot machine,
lottery terminal, kiosk and other monitor applications.
The Company's sales are comprised of five main applications.
1997 1996 1995
Amusement 44% 49% 46%
Gaming 20% 17% 24%
Service 15% 11% 8%
Leisure / Fitness 12% 13% 14%
Display / Other 9% 10% 8%
Totals 100% 100% 100%
MANUFACTURING AND ASSEMBLY
The Company's production activities consist primarily of wiring
printed circuit boards, assembling finished units (and to a limited
extent subassemblies), aligning, testing and optically bonding touch
sensors. The Company manufactures a limited range of electronic
components and therefore relies on outside sources for the majority of
the other required components. A limited number of sources are
available for such electronic components and the other raw materials.
Two sources supply the Company with almost all of the chassis
subassemblies for its two-dimensional color game monitors. Chassis
subassemblies are contracted off shore based on a design developed by
the Company. As the Company believes is characteristic of other
manufacturers in its industry, it has been confronted with long lead
times and cost increases.
MARKETING AND SALES
The Company sells products throughout the world. The Company's
products are sold primarily through James Industries, Inc., a sales
representative organization. This representation is currently
furnished under a Sales Representation Agreement (See Item 13. Certain
Relationships and Related Transactions). James Industries, Inc. is
headquartered in Inverness, Illinois and also utilizes the services of
regional sub-representative firms. The Company maintains its own
internal sales staff primarily for sales of products not covered under
the Sales Representation Agreement, repair and service of its products
and to support its external sales representative organization.
(c) (iv) The Company is licensed on a non-exclusive basis under
certain patents owned by RCA Corporation, covering the technical and
electrical design of color display and video monitor chassis. Fees
under these licenses are based on the number of units shipped and
amounted to less than 0.2% of total 1997 revenue. Although certain of
these licenses may expire in the future, it has been the practice of
the Company to renew such licenses on substantially the same terms.
However, failure of the Company to obtain renewal of any of these
licenses could have a materially adverse effect on the Company's
business, financial condition and results of operations.
(c) (v) The Company's business is generally not seasonal.
(c) (vi) The Company has no unique or unusual practices relating
to working capital items.
(c) (vii) The Company's largest customer accounted for total
revenues of 34%, 18% and 15% in 1997, 1996 and 1995, respectively.
(c) (viii) The Company's 1997 year-end backlog was approximately
27,000 monitors representing approximately three months sales. It is
the Company's experience that well over 90 percent of backlog results
in revenue recognition.
(c) (ix) No material portion of the Company's business is sub ject
to re-negotiation of profits or termination of contracts or subcon-
tracts at the election of the Government.
(c) (x) The Company encounters intense competition from many
domestic and foreign manufacturers. Due to the nature of its business
and the absence of reliable industry statistics, the Company cannot
estimate its position in relation to its competitors. However, the
Company recognizes that some competitors have greater financial and
personnel resources, handle more extensive lines of products, operate
larger facilities and price some products more competitively than the
Company. Although the Company believes that the prices of its
products are competitive, it endeavors to meet competition primarily
through the quality of its product line, service and delivery
reliability and new product innovations.
(c) (xi) During 1997, the Company spent approximately $1,786,000
for product engineering, research and development costs, compared to
$1,701,000 in 1996 and $1,506,000 in 1995.
(c) (xii) Compliance with federal, state and local provisions which
have been enacted or adopted regulating the discharge of materials
into the environment, or otherwise relating to the protection of the
environment, has no material effect upon the capital expenditures,
earnings and competitive position of the Company.
(c) (xiii) At December 31, 1997, the Company employed approxi mately
195 persons. The Company believes its relationship with its employees
is satisfactory.
(d) Export sales were 22 percent of sales in 1997, 24 percent in
1996 and 20 percent in 1995.
Item 2. PROPERTIES
The Company's plant, which is owned by the Company, is located at
2701 North Kildare Avenue in Chicago, Illinois. It has approximately
207,000 square feet of floor space. Not less than 100,000 of the
207,000 square feet of the plant are at any time dedicated to
production. Offices for engineering, sales and administration are
also located at that facility. The plant is in good condition, is
well maintained, and currently has excess production capacity. In
1997, the plant operated at an average 58% capacity. The plant is not
subject to any material encumbrance.
Item 3. LEGAL PROCEEDINGS
None
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the Company's share-
holders during the fourth quarter of 1997.
EXECUTIVE OFFICERS OF THE REGISTRANT
Year First
Elected As An
Name Office Age Executive Officer
Anthony Spier Chairman of the Board,
President and Chief
Executive Officer 54 1994
Randall S. Wells Executive Vice President
and General Manager 46 1980
George B. Toma Vice President of Finance,
Chief Financial Officer and
Treasurer 30 1996
John S. Pircon Vice President of Marketing
and Engineering 39 1994
Mark E. Komorowski Vice President and General
Manager of Business Services 32 1994
Kathleen E. Hoppe Director of Management
Information Systems 52 1994
Eugene C. Ahner Director of Human Resources
and Secretary 61 1994
Larry Mahl Director of Materials 50 1989
Eric Slagh Director of Quality 32 1997
Unless otherwise indicated, each executive officer has served in
various executive capacities with the Company for the past five years.
Anthony Spier joined the Company in 1994 as Chairman of the Board,
President and Chief Executive Officer. Mr. Spier has been a Director
of the Company since April, 1990. Before joining the Company, Mr.
Spier was President of Bruning Corporation, a manufacturer of drafting
equipment and supplies from 1989 to 1994.
George B. Toma joined the Company in 1990 and was elected Vice
President of Finance, Chief Financial Officer and Treasurer in
February, 1997. Mr. Toma was previously elected Chief Financial
Officer and Treasurer in April, 1996 and prior thereto held various
accounting positions within the Company. Prior to joining the
Company, Mr. Toma was an auditor with Laventhol & Horwath. Mr. Toma
is a certified public accountant as well as a certified management
accountant.
John S. Pircon joined the Company in 1987 and was elected Vice
President of Marketing and Engineering in August, 1995. Mr. Pircon was
previously elected Director of Engineering in April, 1994 and prior
thereto held various other engineering, marketing and sales positions
within the Company.
Mark E. Komorowski joined the Company in 1990 and was elected Vice
President and General Manager of Business Services in April, 1996.
Prior to this election, Mr. Komorowski held the position of
Controller. Prior to joining the Company, Mr. Komorowski was an
auditor with Laventhol & Horwath.
Kathleen E. Hoppe joined the Company in 1970 and was elected Director
of Management Information Systems in August, 1994. Prior to her
election, Ms. Hoppe held various information systems positions within
the Company.
Eugene C. Ahner joined the Company in 1992 and was elected Director of
Human Resources in August, 1994. Prior to this election, Mr. Ahner
held the position as Personnel Manager. Prior to joining the Company,
Mr. Ahner was Director of Human Resources and Secretary of Pheoll
Manufacturing Company from 1985 to 1992.
Eric Slagh joined the Company as Director of Quality in May, 1997.
Prior to joining the Company, Mr. Slagh was Quality Assurance Manager
of Danfoss Electronic Drives.
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDERS MATTERS.
The information required by this Item is set forth in Exhibit 13
under the caption "Common Share Market Price," which information is
contained in the Company's Annual Report to Shareholders for the year
ended December 31, 1997, and which information is hereby incorporated
herein by reference.
Item 6. SELECTED FINANCIAL DATA
The information required by this Item is set forth in Exhibit 13
under the caption "Selected Financial Data," which information is
contained in the Company's Annual Report to Shareholders for the year
ended December 31, 1997, and which information is hereby incorporated
herein by reference.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The information required by this Item is set forth in Exhibit 13
under the caption "Management's Discussion and Analysis of Financial
Condition and Results of Operations" which information is contained in
the Company's Annual Report to Shareholders for the year ended
December 31, 1997, and which information is hereby incorporated herein
by reference.
Because the Company wants to provide shareholders and potential
investors with more meaningful and useful information, this Report
contains certain forward-looking statements (as such term is defined
in the Securities Act of 1933, as amended, and the Securities Exchange
Act of 1934, as amended) that reflect the Company's current
expectations regarding the future results of operations, performance
and achievements of the Company. Such forward-looking statements are
subject to the safe harbor created by the Private Securities
Litigation Reform Act of 1995. The Company has tried, wherever
possible, to identify these forward-looking statements by using words
such as "anticipate," "believe," "estimate," "expect" and similar
expressions. These statements reflect the Company's current beliefs
and are based on information currently available to it. Accordingly,
these statements are subject to certain risks, uncertainties and
assumptions which could cause the Company's future results,
performance or achievements to differ materially from those expressed
in, or implied by, any of these statements. The Company undertakes no
obligation to release publicly the results of any revisions to any
such forward-looking statements that may be made to reflect events or
circumstances after the date of this Report or to reflect the
occurrence of unanticipated events.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following financial statements together with the notes thereto
are set forth in Exhibit 13, which information is contained in the
Company's Annual Report to Shareholders for the year ended December
31, 1997 and which information hereby incorporated herein by
reference.
Balance Sheets as of December 31, 1997 and 1996
Statements of Operations for years ended December 31, 1997, 1996 and
1995
Statements of Shareholders' Equity for years ended December 31, 1997,
1996 and 1995
Statements of Cash Flows for years ended December 31, 1997, 1996 and
1995
Notes to Financial Statements
Independent Auditors' Report
Quarterly financial data for the years ended December 31, 1997 and
1996 are set forth in Exhibit 13 in Note 12 of "Notes to Financial
Statements" and are contained in the Company's Annual Report to
Shareholders for the year ended December 31, 1997, and which
information is hereby incorporated herein by reference.
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
a. Directors
The information required by this Item is set forth in the Company's
Proxy Statement for the Annual Meeting of Shareholders to be held on
April 28, 1998, under the captions "Election of Directors" and
"Compliance with Section 16(a) of the Exchange Act," which information
is hereby incorporated herein by reference.
b. Executive Officers
Reference is made to "Executive Officers of the Registrant" in Part
I hereof.
Item 11. EXECUTIVE COMPENSATION
The information required by this Item is set forth in the Company's
Proxy Statement for the Annual Meeting of Shareholders to be held on
April 28, 1998, under the captions "Summary Compensation Table,"
"Option Grants in 1997," "Aggregated Option Exercises in 1997 and
Option Values at December 31, 1997," "Report of Board of Directors on
Compensation," and "Compensation Committee Interlocks and Insider
Participation," which information is hereby incorporated herein by
reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information required by this Item is set forth in the Company's
Proxy Statement for the Annual Meeting of Shareholders to be held on
April 28, 1998, under the caption "Securities Beneficially Owned by
Principal Shareholders and Management," which information is hereby
incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Information required by this Item is set forth in the Company's
Proxy Statement for the Annual Meeting of Shareholders to be held on
April 28, 1998, under the caption "Compensation Committee Interlocks
and Insider Participation," which information is hereby incorporated
herein by reference.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K
a. (1) Financial Statements The information required by this
Item is set forth in Part II, Item 8 of this Report. The Independent
Auditor's Report is set forth following the Financial Statement
Schedule referred to under (2) below.
(2) Financial Statement Schedules The information required by
this Item is set forth following the signature page of this Report.
(3) Exhibits
The following exhibits are filed herewith:
3.1. Articles of Incorporation of the Company, as amended, filed
as Exhibit 3.1 of the Company's Annual Report on Form 10-K for the
year ended December 31, 1994, and incorporated herein by reference.
3.2. By-Laws of the Company, as amended, filed as Exhibit 3.2 of
the Company's Annual Report on Form 10-K for the year ended December
31, 1994, and incorporated herein by reference.
10.1*. Wells-Gardner Electronics Corporation Amended and Restated
Incentive Stock Plan, as amended, filed as Appendix A to the Company's
Proxy Statement for Annual Meeting of Shareholders held on April 23,
1995, and incorporated herein by reference.
10.2*. Amended Employment Agreement dated February 29, 1996,
between the Company, and Anthony Spier and incorporated herein by
reference.
10.3. License Agreement dated January 1, 1995, between the Company
and RCA Corporation, and incorporated herein by reference.
10.4*. Employment contract dated June 12, 1989, between the
Company and Larry Mahl, filed as Exhibit 10.9 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1989, and
incorporated herein by reference.
10.5. Agreement dated July 1, 1995, between the Company and Local
1031, I.B.E.W., AFL-CIO, and incorporated herein by reference.
10.6*. Wells-Gardner Electronics Corporation Employee 401K Plan
dated January 1, 1990 and Amendment 1 dated February 11, 1992, and
Amendment 2 dated January 20, 1994, filed as Exhibit 10.10 of the
Company's Annual Report on Form 10-K for the year ended December 31,
1993, and incorporated herein by reference.
10.7. Voting Rights Agreement dated February 29, 1996, among the
Company, Albert S. Wells, Jr., Randall S. Wells, Anthony Spier, Allan
Gardner, John R. Blouin, James Industries, Inc., and James J. Roberts,
Jr., individually and as Trustee of James J. Roberts, Trust, UTA dated
December 23, 1991, and incorporated herein by reference.
10.8*. Wells-Gardner Electronics Corporation 1996 Nonemployee
Director Plan, filed as Annex A to the Company's Proxy Statement for
the Annual Meeting of Shareholders to be held on April 23, 1996, and
incorporated herein by reference.
10.9. Revolving Credit Agreement First Amendment dated May 23,
1997, between Harris Trust and Savings Bank and the Company, filed as
Exhibit 10.1 of the Company's Form 10-Q dated June 30, 1997, and
incorporated herein by reference.
10.10. Promissory Note dated August 15, 1997, between James
Industries, Jim Roberts and the Company, filed as Exhibit 10.1 of the
Company's Form 10-Q dated September 30, 1997, and incorporated herein
by reference.
10.11. Guaranty Agreement dated August 15, 1997, between John R.
Blouin and the Company, filed as Exhibit 10.2 of the Company's Form
10-Q dated September 30, 1997, and incorporated herein by reference.
10.12. Amended and Restated Sales Representative Agreement dated
August 15, 1997, filed as Exhibit 10.3 of the Company's Form 10-Q
dated September 30, 1997, and incorporated herein by reference.
13. Certain portions of the Company's Annual Report to Shareholders
for the year ended December 31, 1997 as specified in Part I and II
hereof to be incorporated by reference in this Annual Report on Form
10-K.
23. Consent of KPMG Peat Marwick LLP.
27. Financial Data Schedule
*Management contract or compensatory plan or arrangement.
b. Reports on Form 8-K No reports on Form 8-K were filed during
the last quarter ended December 31, 1997.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Secu-
rities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
WELLS-GARDNER ELECTRONICS CORPORATION
By: ANTHONY SPIER February 19, 1998
Anthony Spier Chairman of the Board, President
and Chief Executive Officer
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 on the dates indicated.
Signature Title Date
ANTHONY SPIER Chairman of the Board, President
Anthony Spier and Chief Executive Officer February 19, 1998
JOHN R. BLOUIN
John R. Blouin Director February 19, 1998
WILLIAM L. DENICOLO
William L. DeNicolo Director February 19, 1998
H. WAYNE HARRIS
H. Wayne Harris Director February 19, 1998
IRA J. KAUFMAN
Ira J. Kaufman Director February 19, 1998
FRANK R. MARTIN
Frank R. Martin Director February 19, 1998
JAMES J. ROBERTS, JR.
James J. Roberts, Jr. Director February 19, 1998
RANDALL S. WELLS
Randall S. Wells Director February 19, 1998
ERNEST R. WISH
Ernest R. Wish Director February 19, 1998
FINANCIAL SCHEDULE
Schedules not included with this additional financial data have
been omitted because they are not applicable or the required
information is shown in the financial statements or notes thereof.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
ALLOWANCE FOR DOUBTFUL ACCOUNTS
Balance at Balance at
Beginning (1) (2) End
Year of Period Additions Deductions of Period
1995 217,647 210,000 129,781 297,866
1996 297,866 10,000 200,933 106,933
1997 106,933 175,000 17,633 264,300
(1) Provision for bad debt.
(2) Accounts receivable written off against the allowance.
EXHIBIT INDEX
3.1. Articles of Incorporation of the Company, as amended, filed
as Exhibit 3.1 of the Company's Annual Report on Form 10-K for the
year ended December 31, 1994, and incorporated herein by reference.
3.2. By-Laws of the Company, as amended, filed as Exhibit 3.2 of
the Company's Annual Report on Form 10-K for the year ended December
31, 1994, and incorporated herein by reference.
10.1*. Wells-Gardner Electronics Corporation Amended and Restated
Incentive Stock Plan, as amended, filed as Appendix A to the Company's
Proxy Statement for Annual Meeting of Shareholders held on April 23,
1995, and incorporated herein by reference.
10.2*. Amended Employment Agreement dated February 29, 1996,
between the Company, and Anthony Spier and incorporated herein by
reference.
10.3. License Agreement dated January 1, 1995, between the Company
and RCA Corporation, and incorporated herein by reference.
10.4*. Employment contract dated June 12, 1989, between the
Company and Larry Mahl, filed as Exhibit 10.9 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1989, and
incorporated herein by reference.
10.5. Agreement dated July 1, 1995, between th e Company and Local
1031, I.B.E.W., AFL-CIO, and incorporated herein by reference.
10.6*. Wells-Gardner Electronics Corporation Employee 401K Plan
dated January 1, 1990 and Amendment 1 dated February 11, 1992, and
Amendment 2 dated January 20, 1994, filed as Exhibit 10.10 of the
Company's Annual Report on Form 10-K for the year ended December 31,
1993, and incorporated herein by reference.
10.7. Voting Rights Agreement dated February 29, 1996, among the
Company, Albert S. Wells, Jr., Randall S. Wells, Anthony Spier, Allan
Gardner, John R. Blouin, James Industries, Inc., and James J. Roberts,
Jr., individually and as Trustee of James J. Roberts, Trust, UTA dated
December 23, 1991, and incorporated herein by reference.
10.8*. Wells-Gardner Electronics Corporation 1996 Nonemployee
Director Plan, filed as Annex A to the Company's Proxy Statement for
the Annual Meeting of Shareholders to be held on April 23, 1996, and
incorporated herein by reference.
10.9. Revolving Credit Agreement First Amendment dated May 23,
1997, between Harris Trust and Savings Bank and the Company, filed as
Exhibit 10.1 of the Company's Form 10-Q dated June 30, 1997, and
incorporated herein by reference.
10.10. Promissory Note dated August 15, 1997, between James
Industries, Jim Roberts and the Company, filed as Exhibit 10.1 of the
Company's Form 10-Q dated September 30, 1997, and incorporated herein
by reference.
10.11. Guaranty Agreement dated August 15, 1997, between John R.
Blouin and the Company, filed as Exhibit 10.2 of the Company's Form
10-Q dated September 30, 1997, and incorporated herein by reference.
10.12. Amended and Restated Sales Representative Agreement dated
August 15, 1997, filed as Exhibit 10.3 of the Company's Form 10-Q
dated September 30, 1997, and incorporated herein by reference.
13. Certain portions of the Company's Annual Report to Shareholders
for the year ended December 31, 1997 as specified in Part I and II
hereof to be incorporated by reference in this Annual Report on Form
10-K.
23. Consent of KPMG Peat Marwick LLP.
27. Financial Data Schedule
*Management contract or compensatory plan or arrangement.