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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________
Form 10-K
ANNUAL REPORT
PURSUANT TO
SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Year Ended December 31, 1995
Commission File Number: 1-871
________________________________________________
BUCYRUS-ERIE COMPANY
DELAWARE 39-0188050
P. O. BOX 500
1100 MILWAUKEE AVENUE
SOUTH MILWAUKEE, WISCONSIN 53172
(414) 768-4000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of each Class
Common Stock, par value $.01 per share
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. [ ]
The aggregate market value of voting stock held by non-affiliates of the
registrant as of March 15, 1996, was approximately $49,536,226 (based on the
last sale price of the Company's Common Stock as reported by The NASDAQ Stock
Market).
Number of shares of the Company's Common Stock outstanding at March 15, 1996:
10,234,574 shares.
DOCUMENTS INCORPORATED BY REFERENCE
1) 1995 Annual Report (incorporated by reference into Parts I, II and IV).
2) Portions of the Company's Proxy Statement for the Annual Meeting of the
Shareholders to be held May 23, 1996 are incorported by reference in Part
III.
PART I
ITEM 1. BUSINESS
Bucyrus-Erie Company (the "Company") was incorporated in Delaware in 1927
as the successor to a business which commenced in 1880. On February 4, 1988,
the Company became a wholly-owned subsidiary of B-E Holdings, Inc.
("Holdings"), a Delaware corporation, pursuant to an Agreement and Plan of
Merger dated as of July 28, 1987, as amended, among Holdings, the Company and
B-E Merger Sub, Inc., a wholly-owned subsidiary of Holdings (the "1988
Merger"). The Company was a wholly-owned subsidiary of Holdings until
December 14, 1994 when Holdings was merged with and into the Company pursuant
to the terms of the Second Amended Joint Plan of Reorganization of B-E
Holdings, Inc. and Bucyrus-Erie Company under chapter 11 of the Bankruptcy
Code, as modified December 1, 1994 (the "Amended Plan"). The Company designs,
manufactures and markets large excavation machinery used for surface mining,
and supplies replacement parts and service for such machines. The Company's
principal products are large walking draglines, electric mining shovels and
blast hole drills, which are used by customers who mine coal, iron ore,
copper, phosphate, bauxite and other minerals throughout the world.
The Reorganization
On February 22, 1993, the Company and Holdings announced their intention
to pursue a reorganization of their capital structures (the "Reorganization")
and commenced negotiations for a prepackaged chapter 11 financial
reorganization with certain of their secured and unsecured creditors. On
February 18, 1994 (the "Petition Date"), Holdings and the Company commenced
voluntary petitions under chapter 11 of the Bankruptcy Code in the U.S.
Bankruptcy Court, Eastern District of Wisconsin (the "Bankruptcy Court"). The
solicitation process for acceptance of the Amended Plan was completed on
October 31, 1994 and on December 1, 1994 the Bankruptcy Court confirmed the
Amended Plan. On December 14, 1994 (the "Effective Date"), the Amended Plan
became effective and the Company and Holdings consummated the Reorganization
through the implementation of the Amended Plan. None of the Company's or
Holdings' subsidiaries were involved in the bankruptcy proceedings. The
Amended Plan provided for payment in full of the allowed claims of the
Company's vendors, suppliers and other trade creditors. The claims of current
and retired employees of the Company were not affected by the Amended Plan.
The purpose of the Reorganization was to improve and enhance the long-
term viability of the Company by adjusting its capitalization to reflect
current and projected operating performance levels. Specifically, the Amended
Plan was designed to reduce the Company's overall indebtedness and its
corresponding debt service obligations by exchanging all outstanding senior
unsecured debt securities for common equity.
On the Effective Date, Holdings merged with and into the Company pursuant
to the Amended Plan and the Agreement and Plan of Merger dated as of
December 14, 1994 between Holdings and the Company (the "Merger Agreement").
Pursuant to the Amended Plan and the Merger Agreement, the Company issued
10,170,417 shares of its common stock, par value $.01 per share (the "Common
Stock"). The Company issued 10,000,004 shares of Common Stock to holders of
Holdings' and the Company's unsecured debt securities and Holdings' equity
securities in exchange for such securities, and 170,413 shares of Common Stock
were issued to Bell Helicopter Textron, Inc. ("Bell Helicopter") in settlement
of a lawsuit against the Company. See ITEM 3. LEGAL PROCEEDINGS AND OTHER
CONTINGENCIES.
On the Effective Date pursuant to the Amended Plan, the Company issued an
aggregate principal amount of $52.1 million of Secured Notes due December 14,
1999 (the "Secured Notes") to South Street Corporate Recovery Fund I, L.P.,
South Street Leveraged Corporate Recovery Fund, L.P., and South Street
Corporate Recovery Fund I (International), L.P. (collectively, the "South
Street Funds") in exchange for the Company's outstanding Series A 10.65%
Senior Secured Notes due July 1, 1995 and Series B 16.5% Senior Secured Notes
due January 1, 1996 (collectively, the "Old South Street Notes")and the
Company's obligations under a sale and leaseback financing arrangement.
Pursuant to the Amended Plan, the Company entered into a Credit Agreement with
Bank One, Milwaukee, National Association ("Bank One"). See MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS -
LIQUIDITY AND CAPITAL RESOURCES on pages 40 through 44 of the Company's 1995
Annual Report.
Markets, Principal Products and Methods of Distribution
The surface mining industry consists of three primary markets: coal
mining, copper and iron ore mining and phosphate production. Coal mining
historically has accounted for a large percentage of industry demand for the
Company's machines and replacement parts. Recently, however, copper and iron
ore mining has accounted for approximately 75% of new machine activity. Steam
coal production for power generation represents approximately 85% of total
coal mining activity. The demand for steam coal is based largely on the
demand for electric power and the price and availability of competing sources
of power including oil, natural gas and nuclear power. Because steam coal is
mined both in underground and in surface mines, the relative cost of competing
mining methods is an important variable affecting equipment demand.
Prior to the 1973 Arab oil embargo, the mining machinery industry could
have been characterized as a cyclical, long-term growth industry. Its
cyclical characteristic resulted from the cost relationship among competing
fuel alternatives and mineral use and its long-term growth characteristic
resulted from increases in overall energy consumption and mineral use tied to
worldwide economic growth. However, with the oil embargo came an
unprecedented increase in the demand for coal mining equipment. As a result,
mining machinery production capacity was expanded dramatically, reflecting
expectations that oil prices would continue to rise and tend to increase
demand for substitute natural resources, including coal in particular.
Consequently, the industry experienced dramatic growth through the early and
mid-1970's. By the late 1970's, the installed base of mining machinery had
increased substantially. However, at that time, macroeconomic conditions
began to change. The effects of a worldwide recession, escalating interest
rates, energy conservation efforts and an increase in the world's supply of
oil, together with the large installed base of recently manufactured mining
machinery, resulted in a sharp drop in demand for new mining machinery. More
recently, the coal segment of the U.S. market has been severely impacted by
the Clean Air Act causing numerous mid-western higher sulfur coal mines to be
closed or to have outputs drastically curtailed; many machines have been shut
down while a few have been relocated to lower sulfur mines in eastern
Appalachia and Wyoming's Powder River Basin where excess production capacity
and stagnant demand has driven coal prices downward. Consequently, meaningful
new machine shipments to domestic coal customers cannot be expected until the
late 1990's. Major potential international coal mining markets for the
Company's equipment and replacement parts had been negatively impacted by the
worldwide economic slump as evidenced by Japanese steelmakers imposing price
cuts on Australian coking coal producers as well as tonnage reductions during
negotiations in 1993 and 1994. This is changing with the increase in coal
demand outside of North America. The Energy Information Administration is
forecasting an increase in world coal production to 6.551 billion tons by the
year 2010 and world energy demand is expected to increase 1.6% per year to the
year 2010. Coal is expected to account for 35% of the world electricity
generating market, the largest share for any fuel. The increase in coal
production should increase the demand for the Company's machines and
replacement parts.
While iron ore demand decreased with the worldwide recession of 1992 and
1993, and Japanese and European iron ore buyers lowered ore contract prices
significantly in 1992 and again in 1993, there was an increase in iron ore
production in late 1994 that was sustained through 1995. Furthermore, the
Company anticipates that some iron ore producers will continue to replace aged
electric mining shovel and blast hole drill fleets with new machines in an
effort to reduce iron ore production costs. Copper prices have decreased
somewhat recently from historically high levels. Nevertheless, copper prices
are expected to remain relatively firm through 1996 which should result in
continued demand from this market segment for electric mining shovels and
blast hole drills.
The Company's line of mining machinery includes a full range of large
walking draglines, electric mining shovels and blast hole drills. Walking
draglines and electric mining shovels are used in a broad range of
applications, including removal of overburden above the coal seams in surface
coal operations, assisting in land reclamation, mining of phosphate and
bauxite, and loading of coal, iron ore, copper, other mineral-bearing
materials, overburden and rock into some form of haulage system such as a
truck or conveyor. Blast hole drills are used for boring holes to be used in
blasting rock and ore in mines.
Draglines have the highest average price per unit of the Company's
machine categories. Draglines are primarily used to remove overburden located
over a coal or mineral deposit. To accomplish this, the machine drags a large
bucket through the overburden and deposits such overburden in a remote spoil
pile. Draglines are typically described in terms of their "bucket size",
which can range from 9 to 220 cubic yards. The Company's draglines weigh from
500 to 7,500 tons. The Company currently offers a full line of models ranging
in price from $5 million to $40 million per dragline.
Electric mining shovels are primarily used to load coal, copper ore, iron
ore, other mineral-bearing materials, overburden and rock into some form of
haulage system such as a truck or conveyor. Shovels are characterized in
terms of their weight and dipper capacity. The Company offers a full line of
electric mining shovels, weighing from 400 to 1,000 tons and having dipper
capacities from 12 to 80 cubic yards. Prices range from $3 million to
$8 million per shovel.
Most surface mines require breakage of rock, overburden or ore by
explosives. To accomplish this, it is necessary to bore out a pattern of
holes into which the explosives are placed. Blast hole drills are used to
drill the holes, and these machines are usually described in terms of the
diameter of the hole which they bore. The Company offers a line of blast hole
drills ranging in hole diameter size from 9.0 inches to 17.5 inches and in
selling price from approximately $1.25 million to $2.1 million per drill,
depending on machine size and variable features.
Because of their size and weight, the Company's mining machines are
shipped in sub-assembled units to the job site where they are assembled for
operation with the assistance of Company technicians. A number of the
Company's smaller dragline products are modular, permitting shortened machine
field assembly time and more economical teardown and movement of machines
between non-contiguous mine sites. The planning and on-site coordination of
machine erection is a critical component of the Company's service to its
customers.
In addition, the Company manufactures and sells replacement parts and
components for its mining machines and supplies comprehensive after-sales
service for its entire line of mining machinery. The average useful life of
the Company's machines is 20 to 30 years for walking draglines and up to
20 years for electric mining shovels and blast hole drills. The Company has a
large installed base of surface mining machinery which has provided a stream
of parts sales. These sales comprise a substantial portion of the Company's
revenues. The Company also provides after-sales service for certain equipment
of other original equipment manufacturers ("OEMs"). In general, the Company
realizes higher margins on sales of parts than it does on sales of new mining
machines. In recent years, gross margins on machines have been low to
negative because of lower prices resulting from overcapacity, although gross
margins on replacement parts have been positive. Accordingly, most or all of
the Company's operating profits are derived from parts sales.
In the United States, mining machinery is sold directly by Company
personnel and through a distributor. Outside of the United States, this
equipment is sold by Company personnel, through independent distributors and
through the Company's subsidiaries and offices located in Australia, Brazil,
Canada, Chile, China, England, India, Mauritius and South Africa. Typical
payment terms for large walking draglines and electric mining shovels require
a down payment and periodic progress payments so that a substantial portion of
the price is received by the time shipment is made to the customer. Sales
contracts for machines are predominantly at fixed prices which, where
possible, reflect estimated future cost increases. The primary market for the
Company's replacement parts and service is provided by the owners of the
Company's machines. Most sales of replacement parts call for prices in effect
at the time of order. During 1995, prices from the Company's vendors remained
stable and, coupled with fixed and stable prices to the Company's customers,
resulted in minor inflationary increases on the Company's reported net
shipments.
A wholly-owned subsidiary of the Company, Minserco, Inc. ("Minserco"),
provides mining services in the following areas: comprehensive structural and
mechanical engineering, non-destructive testing, repairs and rebuilds of
machine components, product and component upgrades, contract maintenance,
turnkey erections and machine moves.
Another wholly-owned subsidiary of the Company, Boonville Mining
Services, Inc. ("BMSI"), operates as a separate, independent enterprise and
provides replacement parts and repair and rebuild services for surface mining
equipment.
Competition
The Company encounters strong competition from a small number of
manufacturers in the sales of its mining machinery products in both domestic
and foreign markets. The Company manufactures walking draglines, with its
principal competitors being Harnischfeger Corporation and Marion Power Shovel
Company, a division of Global Industrial Technologies, Inc. The Company
manufactures electric mining shovels, with its principal competitor in this
line being Harnischfeger Corporation. The Company produces large diameter
rotary blast hole drills and has several competitors in this product line.
Methods of competition are diverse and include product design and performance,
service, delivery, application engineering, pricing, financing terms and other
commercial factors.
For most owners of Company machines, the Company is the primary source
for replacement parts. The Company, however, encounters strong competition in
parts sales in both domestic and foreign markets and intense competition in
some domestic markets. The Company's competition in parts sales consists
primarily of "will-fitters," which are smaller firms that produce copies of
the parts manufactured by the Company and other OEMs, and which generally sell
such parts at prices lower than those of the OEMs. The Company has a variety
of programs to attract large volume customers for its replacement parts.
Although will-fitters engage in significant price competition in parts sales,
the Company believes that it possesses certain non-price advantages over will-
fitters because will-fitters are in many cases unable to duplicate the exact
specifications of genuine Company parts and because the use of parts not
manufactured by the Company can void the warranty on a Company machine. The
Company generally provides a one year warranty on its machines, with certain
components being under warranty for longer periods. The Company also believes
that its engineering and manufacturing technology and marketing expertise
exceeds that of its will-fit competitors.
Customers
The Company's customers include most of the large surface mining
operators around the world. Customers include companies engaged in the
surface mining of coal, iron ore, copper, phosphate, bauxite and other
minerals. In 1995 and 1994, one customer, BHP Minerals International Inc.,
received approximately 22% and 20%, respectively, of the Company's
consolidated net shipments. In 1993, no customer received shipments of
greater than 10% of the Company's consolidated net shipments. The Company is
not dependent upon any one customer.
Backlog
The backlog of firm orders for the Company was $118.0 million at
December 31, 1995 and $72.3 million at December 31, 1994. Approximately 20%
of the backlog at December 31, 1995 is not expected to be filled during 1996.
Materials
The Company purchases from outside vendors the semi- and fully-processed
materials (principally structural steel, castings and forgings) required for
its manufacturing operations, and other items, such as electrical equipment,
which are incorporated directly into the end product. The Company's foreign
subsidiaries purchase components and manufacturing services from local
subcontractors and some components from the Company. Certain additional
components are sometimes purchased from subcontractors, either to improve
deliveries in times of high demand or to reduce costs. Because of numerous
factors resulting in preference for local content in certain countries, local
subcontractors are normally used to manufacture a substantial portion of the
components required in the Company's foreign manufacturing operations. The
Company believes that its competitors are subject to the same conditions as
the Company.
Inventories
Inventories of the Company at December 31, 1995 were $73.6 million (32%
of net shipments) compared with $82.4 million (42% of net shipments) at
December 31, 1994. In accordance with the principles of fresh start reporting
as required by AICPA Statement of Position 90-7, "Financial Reporting by
Entities in Reorganization Under the Bankruptcy Code", inventory as of the
Effective Date was recorded at estimated fair value. The fair value
adjustment remaining in the December 31, 1994 inventory balance was $10.1
million. All of this amount was charged to cost of products sold in 1995 as
the inventory was sold. At December 31, 1995 and December 31, 1994, $44.5
million and $51.9 million, respectively, were held as finished goods inventory
(primarily replacement parts) to meet delivery requirements of customers.
Patents, Licenses and Franchises
The Company has a number of United States and foreign patents, patent
applications and patent licensing agreements. It does not consider its
business to be materially dependent upon any patent, patent application,
patent license agreement or group thereof.
Research and Development
Expenditures by the Company for design and development of new products
and improvements of existing mining machinery products, including overhead,
aggregated $5.7 million in 1995, $4.2 million in 1994 and $6.2 million in
1993. All engineering and product development costs are charged to Product
Development Expense as incurred.
Environmental Factors
Environmental problems have not interfered in any material respect with
the Company's manufacturing operations. The Company believes that its
compliance with statutory requirements respecting environmental quality will
not materially affect its capital expenditures, earnings or competitive
position. The Company has an ongoing program to address any potential
environmental problems.
Current federal and state legislation regulating surface mining and
reclamation may affect some of the Company's customers, principally with
respect to the cost of complying with, and delays resulting from, reclamation
and environmental requirements. The Company's products are used for
reclamation as well as for mining, which has a positive effect on the demand
for such products and replacement parts therefor.
Employees
At December 31, 1995, the Company employed 1,166 persons. Three-year
contracts with unions representing hourly workers at the South Milwaukee,
Wisconsin and Memphis, Tennessee facilities expire in August, 1997 and August,
1998, respectively.
Seasonal Factors
The Company does not consider a material portion of its business to be
seasonal.
Foreign Operations
The Company's products are manufactured by subcontractors and licensees
in seven countries other than the United States and are sold internationally
by the Company's and its subsidiaries' sales personnel, manufacturers'
representatives and distributors. A substantial portion of the Company's
consolidated net shipments and operating earnings is attributable to
operations located abroad. In recent years, approximately 65% to 75% of the
Company's consolidated net shipments were to customers located outside the
United States. Foreign operations are subject to special risks that can
materially affect sales and earnings of the Company, including currency
exchange rate fluctuations, government expropriation, exchange controls,
political instability and other risks.
In 1981, the Company entered into a licensing agreement with Mitsui
Engineering and Shipbuilding Co., Ltd. ("M.E.S."), a leading Japanese
shipbuilder and manufacturer of steel structures, heavy machinery and chemical
plants, for the manufacture and sale by M.E.S. of Company designed electric
mining shovels. In recent years, there has been no activity with M.E.S. under
this agreement. In December, 1985, the Company entered into a licensing
agreement with China National Non-Ferrous Metals Industry Corporation
("C.N.N.C.") which provides for the manufacture and sale by C.N.N.C. of the
Company's 195-BI electric mining shovel. This agreement was amended in April,
1994 to include certain components of the 195-BII model.
In 1995, the Company's foreign sales in all segments, consisting of
exports from the United States and sales by consolidated foreign subsidiaries,
totaled $169.1 million. The corresponding figures in 1994 and in 1993 were
$131.8 million and $139.4 million, respectively. Approximately $94.6 million
of the Company's backlog of firm orders on December 31, 1995 represented
orders for export shipments, compared with $60.3 million at December 31, 1994
and $60.2 million at December 31, 1993. The Company and its U.S. subsidiaries
normally price their products in U.S. dollars. Foreign subsidiaries normally
procure and price their products in their local currency. Accordingly, in the
usual case there are no material foreign currency transaction gains and losses
borne by the Company. The value, in U.S. dollars, of the Company's
investments in its foreign subsidiaries and of dividends paid to the Company
by those subsidiaries will be affected by changes in exchange rates. Further
information regarding foreign operations is contained in Note N of the Notes
to Consolidated Financial Statements on pages 32 through 35 of the Company's
1995 Annual Report and such information is incorporated herein by reference.
Classes of Similar Products
Net shipments by the Company by class of similar products for the past
three years were as follows:
1995 1994 1993
(Dollars in Millions)
Shovels and
Draglines $177.3 76% $164.5 85% $167.7 84%
Drills 53.2 23 27.5 14 29.1 15
Executive Officers of the Company
Set forth below are the names and ages of all executive officers of the
Company, the period of service of each with the Company, positions and offices
with the Company presently held by each, the period during which each officer
has served in his present office and the business experience of each.
JAMES D. ANNAND, 52, is currently serving as the Interim Vice President-
Finance, Treasurer and Chief Financial Officer. Mr. Annand has been an
associate with Miller Associates, Inc. ("Miller Associates") (a management
consulting and private investment corporation established in January, 1995)
since June, 1995. From 1982 to June, 1995, Mr. Annand was Vice President of
Finance, Secretary and Treasurer of Valley Forge Investment Corporation,
Valley Forge, Pennsylvania, a private investment company.
WILLARD R. HILDEBRAND, 56, Director, President and Chief Executive
Officer of the Company, effective March 11, 1996. Mr. Hildebrand was
President and Chief Executive Officer of Great Dane Trailers, Inc. (a
privately held manufacturer of a variety of truck trailers) from 1991-1996.
Prior to 1991, Mr. Hildebrand held a variety of sales and marketing positions
with Fiat-Allis North America, Inc. and was President and Chief Operating
Officer from 1985-1991.
CRAIG R. MACKUS, 44, Controller of the Company since February 4, 1988.
Mr. Mackus was Division Controller and Assistant Corporate Controller from
1985 to February 4, 1988, Manager of Corporate Accounting from 1981 to 1982
and 1984 to 1985, and Assistant Corporate Controller of Western Gear
Corporation from 1982 to 1984. Mr. Mackus joined the Company in 1974.
Mr. Mackus was Controller at the time that the Company filed its petition
under chapter 11 of the Bankruptcy Code on February 18, 1994.
THOMAS B. PHILLIPS, 50, Vice President - Materials effective March 1,
1996. Mr. Phillips was Director of Materials from 1986 to February 29, 1996,
Manufacturing Manager from June, 1986 to October, 1986 and Materials Manager
from 1983 to 1986. Mr. Phillips joined the Company in 1970.
ELROY W. SCHWEITZER, 59, Vice President - Engineering of the Company
since February 4, 1988. Mr. Schweitzer was Chief Engineer - Walking Draglines
from 1984 to February 4, 1988, Chief Engineer - Intermediate Draglines/Blast
Hole Drills from 1983 to 1984, and Chief Development Engineer from 1982 to
1983. Mr. Schweitzer joined the Company in 1955. Mr. Schweitzer was Vice
President - Engineering at the time that the Company filed its petition under
chapter 11 of the Bankruptcy Code on February 18, 1994.
TIMOTHY W. SULLIVAN, 42, Vice President - Marketing of the Company since
April 1, 1995. Mr. Sullivan was the Director of Business Development in 1994,
Director of Parts Sales and Subsidiary Operations from 1990 to 1994, and
Product Manager of Electric Mining Shovels and International Sales from 1986
to 1990. Mr. Sullivan joined the Company in 1976.
Except with regard to Mr. Hildebrand and Mr. Annand, all of the above-
named executive officers are elected annually and serve at the pleasure of the
Board of Directors. Mr. Hildebrand is employed under a three-year employment
agreement, with two one-year annual renewals.
ITEM 2. PROPERTIES
The Company's principal manufacturing plant in the United States is
located in South Milwaukee, Wisconsin and is owned in fee. This plant
comprises approximately 1,038,000 square feet of floor space. A portion of
this facility houses the corporate offices of the Company. The major
buildings at this facility are constructed principally of structural steel,
concrete and brick and have sprinkler systems and other devices for protection
against fire. The buildings and equipment therein, which include machine
tools and equipment for fabrication and assembly of the Company's mining
machinery, including walking draglines, electric mining shovels and blast hole
drills, are well maintained, in good condition and in regular use.
The Company leases a facility in Memphis, Tennessee, which has
approximately 110,000 square feet of floor space and is used as a central
parts warehouse. The current lease is for five years commencing in July, 1991
and contains an option to renew for an additional ten years.
BMSI leases a facility in Boonville, Indiana which has approximately
60,000 square feet of floor space on a 5.84 acre parcel of land. The facility
has the manufacturing capability of large machining, gear cutting, heavy
fabricating, rebuilding, and stress relieving. The major manufacturing
buildings are constructed principally of structural steel with metal siding.
ITEM 3. LEGAL PROCEEDINGS AND OTHER CONTINGENCIES
Chapter 11 Plan of Reorganization
On February 18, 1994, the Company and Holdings commenced voluntary
petitions under chapter 11 of the Bankruptcy Code in the Bankruptcy Court. On
December 1, 1994, the Bankruptcy Court issued an order confirming the Amended
Plan, and on December 14, 1994, the Amended Plan became effective and the
Company and Holdings consummated the Reorganization contemplated by the
Amended Plan.
Bankruptcy Code Section 503(b) Claim for Reimbursement of Professional Fees
Jackson National Life Insurance Company ("JNL"), the holder of
approximately 41.31% of the Company's Common Stock, has filed a claim (the
"JNL 503(b) Claim") against the Company for reimbursement of approximately
$3.3 million for professional fees and disbursements incurred in connection
with the Company's chapter 11 proceedings pursuant to Section 503(b) of the
Bankruptcy Code. The basis of the claim by JNL is the asserted benefit which
the work of the professionals retained by JNL in the Company's chapter 11 case
conferred upon the creditors of the Company generally. Pursuant to a
Settlement Agreement dated May 23, 1995, JNL agreed that, in the event that
the JNL 503(b) Claim is allowed in whole or in part by the Bankruptcy Court,
in lieu of requiring payment of any award in cash, JNL will accept payment in
Common Stock at a price equal to $5.6375 per share (the average closing price
of such stock on the NASDAQ Stock Market on June 20, 21, 22, 23 and 26, 1995).
The Company has filed an objection to the JNL 503(b) Claim and a trial was
scheduled by the Bankruptcy Court and began on November 29, 1995. Closing
arguments are scheduled to be held on April 18, 1996. The Company has been
advised by legal counsel that in said counsel's opinion the JNL 503(b) Claim
is without merit; however, the ultimate outcome of this matter cannot
presently be determined. Accordingly, no provision for any loss that may
result upon resolution of this matter has been made in the Company's
consolidated financial statements.
Contingent Liabilities Relating to Sales of Assets and Subsidiaries and
Product Liability
The Company has assumed or retained certain liabilities relating to
divested assets and subsidiaries, including, among others, product liability
claims relating to Brad Foote Gear Works, Inc., Western Gear Machinery Co.,
Sky Climber, Inc. and its former construction machinery business.
The Company is normally subject to numerous product liability claims,
many of which relate to products no longer manufactured by the Company or its
subsidiaries, and other claims arising in the ordinary course of business.
The Company has insurance covering most of said claims, subject to varying
deductibles ranging from $300,000 to $3 million, and has various limits of
liability depending on the insurance policy year in question. It is the view
of management that the final resolution of said claims and other similar
claims which are likely to arise in the future will not individually or in the
aggregate have a material effect on the Company's financial position or
results of operations, although no assurance to that effect can be given.
Contingent Environmental Claims
The Company is one of 53 entities who have been named by the U.S.
Environmental Protection Agency ("EPA") as potentially responsible parties
("PRPs") with regard to the Millcreek dumpsite, Erie County, Pennsylvania,
which is on the National Priorities List of sites for cleanup under the
Comprehensive Environmental Response, Compensation and Liability Act of 1980,
as amended ("CERCLA"). The Company was so named as a result of allegations
that it disposed of foundry sand at said site in the 1970's. The U.S.
Department of Justice ("DOJ") filed suit in the U.S. District Court for the
Western District of Pennsylvania (the "Court") in October, 1989, against the
Millcreek site owners and the haulers who allegedly transported waste to the
site for recovery of past cleanup costs incurred at the site. The Company has
entered into a Consent Decree with the United States government in connection
with the aforementioned cost recovery action which will obligate the Company
to pay $600,000. This amount has been recorded as a liability in the
Company's consolidated financial statements. The Consent Decree has been
filed with the Court pending solicitation of public comment. The public
comment period closed on February 22, 1996. Thirty-seven PRPs, including the
Company, have received Administrative Orders issued by the EPA pursuant to
Section 106(a) of CERCLA to perform the soil capping portion of the
remediation at the Millcreek site. Based on the number of substantial
corporations among the PRPs identified by the EPA as being connected with the
Millcreek dump site and the potential availability of at least some insurance
coverage, the Company believes that it will have no material liability with
respect to resolution of this situation, although no assurance to that effect
can be given.
In December, 1990, the Wisconsin Department of Natural Resources ("WDNR")
conducted a pre-remedial screening site inspection on property owned by the
Company located at 1100 Milwaukee Avenue in South Milwaukee, Wisconsin.
Approximately 35 acres of this site were allegedly used as a landfill by the
Company until approximately 1983. The Company disposed of certain
manufacturing wastes at the site, including primarily foundry sand. The
results of the site inspection did not indicate that the site presented a
substantial threat to health, safety or to the environment. To date, the
Company has received no further communications from the WDNR regarding this
site and is not aware of any initiative by the WDNR to require any further
action with respect to this site. Consequently, the Company has not regarded,
and does not regard, this site as presenting a material contingent liability.
There can be no assurance, however, that additional investigation by the WDNR
will not be conducted with respect to this site at some later date or that
this site will not in the future require removal or remedial actions to be
performed by the Company, the costs of which could, depending on the
circumstances, be significant.
Dresser Industries Lawsuit
BMSI is a defendant in an amended complaint filed in the Marion County
Common Pleas Court, Marion County, Ohio on September 24, 1992 by Dresser
Industries, Inc. and Global Industrial Technologies, Inc. (the "Plaintiffs"),
alleging that BMSI's purchase of drawings and other assets of C&M of Indiana,
a division of Construction and Mining Services, Inc., and BMSI's use of these
and other drawings allegedly acquired subsequently, constitute a
misappropriation of the Plaintiffs' trade secrets relating to Marion Power
Shovel Company, a division of Global Industrial Technologies, Inc. The
Plaintiffs seek $40 million in compensatory damages, $80 million in punitive
damages, an injunction against future use of the Plaintiffs' trade secrets,
and costs and reasonable attorneys fees. The Company has been advised by
counsel to BMSI that in said counsel's opinion the claims against BMSI can be
said to be greatly exaggerated. No claim has been asserted directly against
the Company. BMSI has denied all of the claims asserted in the Plaintiffs'
amended complaint and intends to vigorously defend against those claims. The
Company has been informed by counsel to BMSI that in said counsel's opinion
BMSI will be able to assert meritorious defenses to this action; however, the
outcome of this matter cannot currently be determined. The Company believes
that it will have no material liability with respect to resolution of this
situation, although no assurance to that effect can be given.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders of the Company
during the fourth quarter of 1995.
PART II
ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The information required by Item 5 is incorporated herein by reference
from "Stock Information" on page 47 of the Company's 1995 Annual Report.
The Credit Agreement, as defined on page 22 of the Company's 1995 Annual
Report, prohibits the Company from making any dividends or other distributions
upon the Common Stock, other than dividends payable solely in Common Stock or
other equity securities of the Company. The Indenture relating to the Secured
Notes prohibits the Company from declaring or paying any dividend or making
any distribution in respect of Common Stock (other than dividends or
distributions payable solely in shares of Common Stock or in options, warrants
or other rights to acquire Common Stock), if at the time thereof an Event of
Default (as defined in such Indenture) or an event that with the lapse of time
or the giving of notice, or both, would constitute an Event of Default (as
defined in such Indenture) shall have occurred and be continuing.
ITEM 6. SELECTED FINANCIAL DATA
The information required by Item 6 is incorporated herein by reference
from page 47 of the Company's 1995 Annual Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The information required by Item 7 is incorporated herein by reference
from pages 40 through 46 of the Company's 1995 Annual Report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by Item 8 is incorporated herein by reference
from pages 6 through 39 of the Company's 1995 Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The information required by Item 9 is not applicable since it has been
"previously reported" as that term is defined in Rule 12b-2 under the
Securities Exchange Act of 1934.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The information required by Item 10 (with respect to the directors of the
Company) and the information required under Rule 405 of Regulation S-K with
respect to executive officers are incorporated herein by reference from the
Company's definitive Proxy Statement involving the election of directors filed
or to be filed pursuant to Regulation 14A not later than 120 days after
December 31, 1995. In accordance with General Instruction G (3) to Form 10-K,
the information with respect to executive officers of the Company required by
Item 10 (other than required pursuant to Rule 405 of Regulation S-K) has been
included in Part I hereof.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated herein by reference
from the Company's definitive Proxy Statement involving the election of
directors filed or to be filed pursuant to Regulation 14A not later than 120
days after December 31, 1995.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 12 is incorporated herein by reference
from the Company's definitive Proxy Statement involving the election of
directors filed or to be filed pursuant to Regulation 14A not later than 120
days after December 31, 1995.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 is incorporated herein by reference
from the Company's definitive Proxy Statement involving the election of
directors filed or to be filed pursuant to Regulation 14A not later than 120
days after December 31, 1995.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
Page
Annual Report
Form 10-K to Shareholders
(a) 1. FINANCIAL STATEMENTS
The following consolidated financial
statements of the Company are
incorporated herein by reference
from pages 6 through 39 of the
Company's 1995 Annual Report.
Consolidated Statements of Operations
for the year ended December 31, 1995,
periods ended December 31, 1994
and December 13, 1994 and the year
ended December 31, 1993. - 6
Consolidated Balance Sheets as
of December 31, 1995 and 1994. - 8
Consolidated Statements of Common
Shareholders' Investment (Deficiency
in Assets) for the year ended December 31,
1995, periods ended December 31, 1994
and December 13, 1994 and the year ended
December 31, 1993. - 10
Consolidated Statements of Cash Flows
for the year ended December 31, 1995,
periods ended December 31, 1994
and December 13, 1994 and the year
ended December 31, 1993. - 13
Notes to Consolidated Financial
Statements for the year ended December 31,
1995, periods ended December 31, 1994
and December 13, 1994 and the year ended
December 31, 1993. - 16
Report of Arthur Andersen LLP - 38
Report of Deloitte & Touche LLP - 39
2. FINANCIAL STATEMENT SCHEDULE
Report of Arthur Andersen LLP 15 -
Report of Deloitte & Touche LLP 16 -
Schedule II - Valuation and Qualifying
Accounts and Reserves 17 -
All other schedules are omitted because they are inapplicable, not
required by the instructions or the information is included in the
consolidated financial statements or notes thereto.
3. EXHIBITS
The exhibits listed in the accompanying Exhibit Index are filed as a
part of this Annual Report on Form 10-K.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during or relating to the fourth
quarter of 1995.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SUPPLEMENTARY SCHEDULE
To the Board of Directors and
Shareholders of Bucyrus-Erie Company:
We have audited in accordance with generally accepted auditing standards, the
consolidated financial statements included in the Bucyrus-Erie Company annual
report to shareholders incorporated by reference in this Form 10-K, and have
issued our report thereon dated January 29, 1996. Our audit was made for the
purpose of forming an opinion on those statements taken as a whole. The
schedule listed in the index at Item 14(a)(2) is the responsibility of the
Company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
consolidated financial statements. This schedule for the year ended
December 31, 1995, has been subjected to the auditing procedures applied in
the audit of the basic consolidated financial statements and, in our opinion,
fairly states in all material respects the financial data required to be set
forth therein in relation to the basic consolidated financial statements taken
as a whole.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
January 29, 1996.
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of
Bucyrus-Erie Company:
We have audited the consolidated financial statements of Bucyrus-Erie Company
and subsidiaries as of December 31, 1994, and for the period from December 14,
1994 to December 31, 1994 and the period from January 1, 1994 to December 13,
1994 and the year ended December 31, 1993 (Predecessor Company operations) and
have issued our report thereon dated April 10, 1995; such consolidated
financial statements and report are included in your 1995 Annual Report to
Shareholders and are incorporated herein by reference. Our audits also
included the information for the period from December 14, 1994 to December 31,
1994 and the period from January 1, 1994 to December 13, 1994 and the year
ended December 31, 1993 (Predecessor Company operations) included in the
consolidated financial statement schedule of Bucyrus-Erie Company and
subsidiaries, listed in Item 14(a)2. This consolidated financial statement
schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion on the 1994 and 1993 information
included in the schedule based on our audits. In our opinion, such 1994 and
1993 information included in the consolidated financial statement schedule,
when considered in relation to the basic 1994 and 1993 consolidated financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
April 10, 1995
Bucyrus-Erie Company and Subsidiaries
Schedule II - Valuation and Qualifying Accounts and Reserves
Year Ended December 31, 1995, Periods Ended December 31, 1994 and
December 13, 1994 and Year Ended December 31, 1993
Charges
Balance At (Credits) (Charges) Balance At
Beginning To Costs Credits End
Of Period And Expenses To Reserves* Of Period
Allowance for possible losses:
Year ended December 31, 1995:
Notes and accounts receivable - current $ 691,000 $ (4,000) $ (20,000) $ 667,000
Period December 14 to December 31, 1994:
Notes and accounts receivable - current $ 703,000 $ - $ (12,000) $ 691,000
Predecessor Company
Period January 1 to December 13, 1994:
Notes and accounts receivable - current $ 803,000 $ 40,000 $ (140,000) $ 703,000
Year ended December 31, 1993:
Notes and accounts receivable - current $ 815,000 $ 8,000 $ (20,000) $ 803,000
* Uncollected receivables written off, net of recoveries, and translation adjustments
at the foreign subsidiaries.
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.
BUCYRUS-ERIE COMPANY
(Registrant)
By /s/W. R. Hildebrand March 25, 1996
Willard R. Hildebrand, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints C. Scott Bartlett, Jr. and
F. John Stark, III, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments to this report, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
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 and Title Date
/s/ C. SCOTT BARTLETT, JR. March 28, 1996
C. Scott Bartlett, Jr., Director
/s/ WILLARD R. HILDEBRAND March 25, 1996
Willard R. Hildebrand, President,
Chief Executive Officer and Director
/s/ CHARLES S. MACALUSO March 26, 1996
Charles S. Macaluso, Director
/s/ FRANK W. MILLER March 24, 1996
Frank W. Miller, Director
/s/ GEORGE A. POOLE, JR. March 26, 1996
George A. Poole, Jr., Director
/s/ JOSEPH J. RADECKI, JR. March 28, 1996
Joseph J. Radecki, Jr., Director
/s/ F. JOHN STARK, III March 24, 1996
F. John Stark, III, Director
/s/ RUSSELL W. SWANSEN March 25, 1996
Russell W. Swansen, Director
/s/ SAMUEL M. VICTOR March 25, 1996
Samuel M. Victor, Director
/s/ JAMES D. ANNAND March 25, 1996
James D. Annand, Interim Vice
President, Treasurer & Chief Financial
Officer (Principal Financial Officer)
/s/ CRAIG R. MACKUS March 25, 1996
Craig R. Mackus, Controller
and Assistant Secretary
(Principal Accounting Officer)
BUCYRUS-ERIE COMPANY
EXHIBIT INDEX
TO
1995 ANNUAL REPORT ON FORM 10-K
Incorporated
Exhibit Herein By Filed
Number Description Reference Herewith
2.1 Second Amended Joint Plan Exhibit 2.1 to
of Reorganization of B-E Registrant's
Holdings, Inc. and Bucyrus- Current Report
Erie Company under chapter on Form 8-K,
11 of the Bankruptcy Code, dated December 1,
as modified December 1, 1994 ("Registrant's
1994, including Exhibits. December 1, 1994
8-K").
2.2 Order dated December 1, Exhibit 2.2 to
1994 of the U.S. Bankruptcy Registrant's
Court, Eastern District of December 1,
Wisconsin, confirming the 1994 8-K.
Second Amended Joint Plan
of Reorganization of B-E
Holdings, Inc. and Bucyrus-
Erie Company under chapter
11 of the Bankruptcy Code,
as modified December 1, 1994.
2.3 Agreement and Plan of Exhibit 2.3 to
Merger, dated as of Registrant's
December 14, 1994, Current Report
between B-E Holdings, on Form 8-K,
Inc. and Bucyrus-Erie dated December 14,
Company. 1994 ("Registrant's
December 14, 1994
8-K").
3.1 Restated Certificate of Exhibit 3.1 to
Incorporation of Bucyrus- Registrant's
Erie Company. December 14, 1994
8-K.
3.2 Restated Bylaws of Bucyrus- Exhibit 3.2 to
Erie Company, as amended Registrant's
on August 1 and 2, 1995. Quarterly Report
on Form 10-Q for
quarter ended
September 30, 1995
("Registrant's
September 30, 1995
10-Q").
(a) Amendment to Section Exhibit 3.2(a) to
5.3 and 5.4 of Article V Registrant's
of the Restated Bylaws September 30, 1995
of Bucyrus-Erie Company 10-Q.
adopted by Board of
Directors at its meeting
of August 1-2, 1995.
EI-1
Incorporated
Exhibit Herein By Filed
Number Description Reference Herewith
(b) Amendment to Section 4.2 X
of Article IV of the Restated
Bylaws of Bucyrus-Erie Company
adopted by Board of Directors
at its meeting of March 11,
1996.
4.1 Specimen certificate of Exhibit 4.1 to
Common Stock, par value $.01 Registrant's
per share, of Bucyrus-Erie December 14, 1994
Company. 8-K.
4.2 Registration Rights Exhibit 4.2 to
Agreement, dated as of Registrant's
December 14, 1994, executed December 14, 1994
by Bucyrus-Erie Company. 8-K.
4.3 Indenture, dated as of Exhibit 4.3 to
December 14, 1994, between Registrant's
Bucyrus-Erie Company and December 14, 1994
Harris Trust and Savings 8-K.
Bank, as Trustee relating
to Bucyrus-Erie Company's
Secured Notes due
December 14, 1999.
4.4 Form of Bucyrus-Erie Exhibit 4.4 to
Company's Secured Notes Registrant's
due December 14, 1999. December 14, 1994
8-K.
4.5 Security Agreement, dated Exhibit 4.5 to
as of December 14, 1994, Registrant's
between Bucyrus-Erie December 14, 1994
Company and Harris Trust 8-K.
and Savings Bank, as
Collateral Agent.
10.1 Credit Agreement, dated Exhibit 10.1 to
as of December 14, 1994, Registrant's
between Bank One, Milwaukee, December 14, 1994
National Association and 8-K.
Bucyrus-Erie Company
("Credit Agreement").
10.2 Amendment No. 1 to Exhibit 10.1(a)
Credit Agreement dated to Registrant's
June 22, 1995. September 30, 1995
10-Q.
EI-2
Incorporated
Exhibit Herein By Filed
Number Description Reference Herewith
10.3 Amendment No. 2 to Exhibit 10.1(b)
Credit Agreement dated to Registrant's
August 31, 1995. September 30, 1995
10-Q.
10.4 Amendment No. 3 to X
Credit Agreement dated
October 27, 1995.
10.5 Amendment No. 4 to X
Credit Agreement dated
December 29, 1995.
10.6 Amendment No. 5 to X
Credit Agreement dated
December 29, 1995.
10.7 Amendment No. 6 to X
Credit Agreement dated
February 1, 1996.
10.8 Amendment No. 7 to X
Credit Agreement dated
February 8, 1996.
10.9 Security Agreement, dated Exhibit 10.2 to
as of December 14, 1994, Registrant's
between Bucyrus-Erie December 14, 1994
Company and Bank One, 8-K.
Milwaukee, National
Association.
10.10 Pledge Agreement, dated Exhibit 10.3 to
as of December 14, 1994, Registrant's
between Bucyrus-Erie December 14, 1994
Company and Bank One, 8-K.
Milwaukee, National
Association.
10.11 Intercreditor Agreement, Exhibit 10.4 to
dated as of December 14, Registrant's
1994, between Bank One, December 14, 1994
Milwaukee, National 8-K.
Association and Harris
Trust and Savings Bank, as
Collateral Agent.
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Incorporated
Exhibit Herein By Filed
Number Description Reference Herewith
10.12 Indemnification Agreement, Exhibit 10.5 to
dated as of November 30, Registrant's
1994, among Jackson December 14, 1994
National Life Insurance 8-K.
Company, B-E Holdings, Inc.
and Bucyrus-Erie Company.
10.13 Bucyrus-Erie Company's X
1995 Management
Incentive Plan, adopted
by Bucyrus-Erie Company's
Board of Directors on
May 3, 1995.
*10.14 (a) Becor Western Salaried Exhibit 10.4 (a)
Employees' Savings Plan to Registrant's
("1984 Savings Plan") as Annual Report on
amended and restated Form 10-K dated
effective January 1, April 14, 1994.
1984. ("Registrant's
1993 10-K")
* (b) Amendments to 1984 Exhibit 10.5(b)
Savings Plan, Sections to Registrant's
3.3 and 4.4. Annual Report on
Form 10-K dated
March 29, 1990.
("Registrant's
1989 10-K")
* (c) Amendments to 1984 Exhibit 10.5(c)
Savings Plan per U.S. to Registrant's
Internal Revenue Service 1989 10-K.
Notice 88-131.
* (d) Amendments to 1984 Exhibit 10.5(d)
Savings Plan, Sections to Registrant's
1.23, 5.1, 5.2, 5.6, 1989 10-K.
5.9 and 6.2.
* (e) Amendment to 1984 Exhibit 10.5(e)
Savings Plan, Section 1.5. to Registrant's
Annual Report on
Form 10-K dated
March 27, 1991.
("Registrant's
1990 10-K")
_________________________
*A management contract or compensatory plan or arrangement.
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Incorporated
Exhibit Herein By Filed
Number Description Reference Herewith
*10.15 (a) Becor Western Salaried Exhibit 10.11 to
Employees' Retirement Plan B-E Holdings, Inc.
("BSERP"), as restated Annual Report on
through June 4, 1987. Form 10-K dated
March 29, 1988.
* (b) Amendment to BSERP, Exhibit 10.6(b)
Section 13.01(iii). to Registrant's
1989 10-K.
* (c) Amendments to BSERP, Exhibit 10.6(c)
Sections 1.23 and new to Registrant's
Supplements No. 6 and 10. 1989 10-K.
* (d) Amendment to BSERP Exhibit 10.6(d)
per U.S. Internal Revenue to Registrant's
Service Notice 88-131. 1989 10-K.
* (e) Amendment to BSERP, Exhibit 10.6(e)
Section 1.06. to Registrant's
1990 10-K.
*10.16 (a) Bucyrus-Erie Company Exhibit 10.8(a)
1988 Supplementary to Registrant's
Retirement Benefit Plan 1989 10-K.
("1988 Supplementary
Retirement Plan") adopted
by Board of Directors
March 21, 1988.
* (b) Amendments to 1988 Exhibit 10.8(b)
Supplementary Retirement to Registrant's
Plan, adopted by Board of 1989 10-K.
Directors September 13,
1988.
* (c) Amendments to 1988 Exhibit 10.8(c)
Supplementary Retirement to Registrant's
Plan, adopted by Board 1990 10-K.
of Directors October 2,
1990.
10.17 Letter Agreement dated X
June 14, 1995 among
Jefferies & Company,
Chanin and Company
and Bucyrus-Erie Company.
_________________________
*A management contract or compensatory plan or arrangement.
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Incorporated
Exhibit Herein By Filed
Number Description Reference Herewith
(a) Amendment to Letter X
Agreement dated
August 9, 1995 with
Jefferies & Company and
Chanin and Company,
dated June 14, 1995.
10.18 Settlement Agreement Exhibit 10 to
between Bucyrus-Erie Registrant's Current
Company and Jackson Report on Form 8-K,
National Life dated May 31, 1995.
Insurance Company,
dated May 23, 1995.
*10.19 Form of Employment and Exhibit 19.4(a)
Consulting Agreement to Registrant's
between Bucyrus-Erie Quarterly Report
Company as Employer on Form 10-Q for
and P. W. Mork quarter ended
and N. J. Verville, June 30, 1992.
respectively, as ("Registrant's
Employees dated as of June 30, 1992
July 1, 1992. 10-Q")
* (a) Amendment No. 1, Exhibit 10.11(a)
dated November 28, 1994, to Registrant's
to Employment and 1994 10-K.
Consulting Agreement
between Bucyrus-Erie
Company as Employer
and P. W. Mork
and N. J. Verville,
respectively, as Employees
dated as of July 1, 1992.
*10.20 Form of Employment and Exhibit 19.4(b)
Consulting Agreement to Registrant's
between Bucyrus-Erie June 30, 1992
Company as Employer 10-Q.
and J. H. Westerman,
E. F. Schweitzer,
D. M. Goelzer,
C. R. Mackus,
G. R. Noel, and
T. W. Sullivan,
respectively, as
Employees dated as
of July 1, 1992.
_________________________
*A management contract or compensatory plan or arrangement.
EI-6
Incorporated
Exhibit Herein By Filed
Number Description Reference Herewith
* (a) Amendment No. 1, Exhibit 10.12(a)
dated November 28, 1994 to Registrant's
(except for Mr. Westerman's 1994 10-K.
which was dated November 23,
1994), to Employment and
Consulting Agreement between
Bucyrus-Erie Company as
Employer and J. H. Westerman,
E. F. Schweitzer, D. M.
Goelzer, C. R. Mackus,
G. R. Noel, and T. W. Sullivan,
respectively, as Employees
dated as of July 1, 1992.
*10.21 Senior Executive X
Termination Benefits
Agreement, dated as
of December 7, 1995
between Bucyrus-Erie
Company as Employer
and Craig R. Mackus
as Employee.
*10.22 Senior Executive X
Termination Benefits
Agreement, dated as
of December 7, 1995
between Bucyrus-Erie
Company as Employer
and Timothy W. Sullivan
as Employee.
*10.23 Senior Executive X
Termination Benefits
Agreement, dated as
of December 7, 1995
between Bucyrus-Erie
Company as Employer
and Thomas B. Phillips
as Employee.
*10.24 Separation Agreement Exhibit 10.2 to
and Mutual Release Registrant's
between Bucyrus-Erie September 30, 1995
Company and P. W. Mork 10-Q.
dated July 25, 1995.
_________________________
*A management contract or compensatory plan or arrangement.
EI-7
Incorporated
Exhibit Herein By Filed
Number Description Reference Herewith
*10.25 Separation Agreement Exhibit 10.3 to
and Mutual Release Registrant's
between Bucyrus-Erie September 30, 1995
Company and 10-Q.
N. J. Verville dated
July 25, 1995.
*10.26 Separation Agreement Exhibit 10.4 to
and Mutual Release Registrant's
between Bucyrus-Erie September 30, 1995
Company and D. M. Goelzer 10-Q.
dated July 25, 1995.
*10.27 Employment Agreement X
between Bucyrus-Erie
Company and
W. R. Hildebrand, as
Employee, dated March 11,
1996.
*10.28 Non-Qualified Stock X
Option Agreement between
Bucyrus-Erie Company
and W. R. Hildebrand, as
Employee, dated March 11,
1996.
*10.29 Restricted Stock Agreement X
between Bucyrus-Erie
Company and
W. R. Hildebrand, as
Employee, dated March 11,
1996.
*10.30 Time Accelerated Restricted X
Stock Agreement between
Bucyrus-Erie Company and
W. R. Hildebrand, as Employee,
dated March 11, 1996.
*10.31 Bucyrus-Erie Company X
1996 Employees' Stock
Incentive Plan.
*10.32 Bucyrus-Erie Company X
Non-Employee Directors'
Stock Option Plan.
_________________________
*A management contract or compensatory plan or arrangement.
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Incorporated
Exhibit Herein By Filed
Number Description Reference Herewith
13 1995 Annual Report. X
16 Letter of Deloitte and Exhibit 16 to
Touche LLP to the SEC. Registrant's
Current Report on
Form 8-K, dated
May 31, 1995.
21 List of Subsidiaries. Exhibit 21
to Registrant's
1994 10-K.
27 Financial Data Schedule. X
(EDGAR filing only.)
99.1 Settlement Agreement and Exhibit 99.5 to
Release entered into Registrant's 1993
effective as of 10-K.
December 23, 1993
between Bell Helicopter
Textron, Inc., BWC Gear,
Inc., Bucyrus-Erie
Company and B-E Holdings,
Inc. relating to
settlement of the Bell
Helicopter Claim.
99.2 Management Agreement, Exhibit 99.2 to
dated July 21, 1995, Registrant's
between Bucyrus-Erie Current Report on
Company and Miller Form 8-K, dated
Associates. July 25, 1995.
(a) Amendment dated X
December 21, 1995 to
Management Agreement
with Miller Associates
dated July 21, 1995.
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