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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
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-14812
EDISON CONTROL CORPORATION
(Exact name of registrant as specified in its charter)
New Jersey 22-2716367
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
W60 N151 Cardinal Avenue 53012-0326
PO Box 326 (Zip Code)
Cedarburg, Wisconsin
(Address of principal executive offices)
Registrant's telephone number, including area code:
414-377-6565
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT
Common stock, par value $.01 per share
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [x] Yes [ ] 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. [ ]
Aggregate market value of Edison Control Corporation common stock, held by
non-affiliates as of March 31, 1997 was $6,011,496.
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of March 31, 1997: 2,275,933 shares of common stock,
par value $.01 per share.
Documents Incorporated by Reference
1. Portions of Edison Control Corporation's 1996 Annual Report to Shareholders
are incorporated by reference into Parts II and IV of this Form 10-K.
2. Portions of Edison Control Corporation's Notice of Annual Meeting and
Proxy Statement for the Registrant's 1997 Annual Meeting scheduled to be
held on June 10, 1997 are incorporated by reference into Part III of this
Form 10-K.
PART I
Special Note Regarding Forward-Looking Statements
Certain matters discussed in this Annual Report on Form 10-K are "forward-
looking statements" intended to qualify for the safe harbors from liability
established by the Private Securities Litigation Reform Act of 1995. These
forward-looking statements can generally be identified as such because the
context of the statement will include words such as the Company "believes",
"anticipates", "expects", or words of similar import. Similarly, statements
that describe the Company's future plans, objectives or goals are also
forward-looking statements. Such forward-looking statements are subject to
certain risks and uncertainties which are described in close proximity to
such statements and which could cause actual results to differ materially
from those anticipated as of the date of this report. Shareholders, potential
investors and other readers are urged to consider these factors in evaluating
the forward-looking statements and are cautioned not to place undue reliance
on such forward-looking statements. The forward-looking statements included
herein are only made as of the data of this report and the Company undertakes
no obligation to publicly update such forward-looking statements to reflect
subsequent events or circumstances.
Item 1. Business
Edison Control Corporation ( the "Company") was incorporated under the laws of
the State of New Jersey on June 18, 1986 to succeed a limited partnership
organized on October 31, 1979. Until June 21, 1996, the principal operating
business was involved in the design, development, manufacture and sale of
electronic fault indicators. On June 21, 1996, the Company purchased, from
unaffiliated persons, all of the issued and outstanding stock of Construction
Forms, Inc.("ConForms"), CF Ultra Tech, Inc.("Ultra Tech") and CF Gilco,
Inc.("Gilco") and all of the issued and outstanding units of another
affiliate, JABCO, LLC. On October 31, 1996, the Company sold certain net
assets of the electronic fault indicators business to the manager of that
operation. In order to conform the Company's fiscal year to that of ConForms
and its affiliates, the Company changed its fiscal year from a calendar year
to a year ended January 31, resulting in a one-month transition period in 1996.
The Company conducts its business through its subsidiaries. ConForms, the
Company's principal operating unit, designs, manufactures and distributes
concrete pumping systems and accessories. Ultra Tech is engaged in the
manufacturing and marketing of abrasion resistant piping systems. Abrasion
resistant hardened pipe is used extensively in mining, pulp and paper mills,
waste water treatment plants and coal-fired electric utility plants, as well
as in concrete pumping applications. Gilco is engaged in the manufacturing
and marketing of a broad line of concrete, utility and mortar/plaster mixers
for a broad segment of industries.
ConForms
Most of ConForms' manufacturing operations and all of its administrative
functions are located at the Company's 53,000 square foot headquarters in
Cedarburg, Wisconsin, which is approximately 17 miles north of Milwaukee.
ConForms operates two branch warehouses for light manufacturing and
distribution of its products. One warehouse is located in Gardena,
California and the other is located in Newport, Wales, United Kingdom.
ConForms also owns a 50% interest in South Houston Hose Company, a Houston,
Texas based distributor of concrete pumping accessories, industrial hoses and
a variety of fittings for other markets.
ConForms produces a standardized line of concrete pumping components and
accessories compatible with many different types of concrete pumps in order
to be in a position to provide concrete pumpers and distributors with a
complete, high quality line of components and accessories priced lower than if
each component was purchased individually. ConForms believes that a pumping
system designed as a package helps improve the reliability and output of
the pump.
In the 1970s, as concrete pumps became more reliable, available and acceptable
in the United States as the most efficient method of placing concrete;
ConForms worked closely with pump manufacturers and contractors to develop
better engineered products for the rapidly changing industry. The Company
believes that industry standards were largely established around ConForms'
designs. ConForms' objective was to provide high quality components and a
superior level of service to stay at the forefront of the concrete pumping
market. As ConForms continued to grow utilizing quality engineering, patent
protection, tooling and fixtures, manufacturing methods and distribution, it
became difficult for smaller manufacturers to match ConForms' total service
level. The Company believes this strategy has allowed ConForms to increase
its market share to over 50% of the North American market.
ConForms manufactures concrete pumping systems and accessories for many
applications, including use in high rise construction, airport and parking
structures, and bridge and tunnel construction. In addition, ConForms'
products are used extensively on mobile, truck-mounted concrete pumps
equipped with articulating booms. Because of the inherent abrasiveness of
concrete being conveyed under pressure, ConForms' products need to be
replaced periodically and the end-user usually contacts ConForms or a
distributor for high-quality, in-stock replacement components.
ConForms manufactures over 7,000 finished products, although approximately 500
products constitute approximately 80% of ConForms' sales. To its knowledge,
ConForms is the only complete source of system components and accessories
needed to pump and place concrete. ConForms' products include straight pipe
sections in a variety of lengths, diameters, wall thicknesses, degrees of
hardness, and fittings. In addition, ConForms' products include couplings,
reducers, bends, elbows and valves in various sizes and styles. Specially-
made rubber hose in a variety of sizes and configurations is included in
ConForms' product base. The line also includes equipment which is tailor-
made for particular applications, such as bridge-deck spreaders, krete-
placers, hydraulic diversion discharge valves and customized equipment used
in tunnel construction.
Marketing
ConForms' products, which account for approximately 70% of the Company's
sales, are marketed principally through its own sales personnel and
distributors. Besides contact from sales personnel, ConForms also attempts
to maintain a prominent level of market visibility through active membership
in the American Concrete Pumping Association, exhibits at industry trade
shows, direct mail publications to end users and conducting industry safety
seminars. Approximately 95% of all orders are received over the telephone.
Export sales accounted for approximately 22.0% of ConForms' business for the
year ended January 31, 1997, compared to 18.6% in the prior year.
International markets are expected to be an increasing part of the business
in future years.
Customers
ConForms' customer base consists of concrete pump manufacturers (15%),
pumper/dealers (organizations which run a concrete pumping operation but also
act as dealers of concrete pumps and systems) (40%), dealers (25%), pumping
contractors (10%) and various other businesses such as rental yards, general
contractors, pool contractors, ready mix operations, mines, fireproofers and
precast companies (10%).
No customer exceeded 10% of the Company's consolidated sales for the year ended
January 31, 1997.
Competition
ConForms competes with a number of manufacturers in the concrete pumping
components and accessories industry. However, the Company believes that this
competition is very fragmented, with most competitors offering a limited
selection of concrete pumping components and mainly selling against ConForms
on price. ConForms competes by providing a complete line of products,
quality, first class service and engineering assistance. Moreover, the
Company believes that ConForms' patents, manufacturing methods and inventory
stocking strategy provide it with a competitive advantage. Pump
manufacturers also compete by actively promoting their internal wear parts
and piping systems. Also, some customers develop their own in-house
capability to produce some of the products.
Miscellaneous Data
Principal manufacturing operations include machining, welding, burning, bending,
heat-treating, painting, sawing, hose coupling, assembly and fixture and tool
making.
Raw materials principally include steel pipe and tubing, rubber hose and
castings. ConForms has long-term relationships with a select group of
suppliers to control costs and ensure material quality and availability.
ConForms does not have any written contractual agreements with any of its
suppliers.
The business has marginally lower sales volume in the fourth quarter; however
working capital requirements are not significantly impacted. Terms of sale
are generally net 30 days.
ConForms has several patents and trademarks; only one, the method of heat-
treating pipe with a wall thickness of under .200 inches, is considered of
significant importance to the Company.
As of March 31, 1997, ConForms order backlog was approximately $800,000, all
of which should be completed prior to the end of the current fiscal year.
Backlog data for the end of the prior year is not available.
Ultra Tech
Ultra Tech was formed in 1989 to help assure ConForms an in-house supply of the
highest quality induction-hardened pipe for its concrete pumping systems. The
Company believes pipe hardened to 600 Brinell (trade name UT600) will typically
last 3 to 4 or more times longer than non-hardened pipe. Since its formation,
Ultra Tech has attempted to establish its own identity in many other markets,
primarily throughout the United States, including the mining industry to
carry phosphate and coal slurries, the pulp and paper industry for various
slurry mixes, the power industry to convey fly ash and coal and the waste
treatment industry to convey sludge.
Ultra Tech has developed a line of hardened pipe products available in varying
diameters, lengths and configurations which prolong the life of a piping
system, regardless of particular wear characteristics found in the pumping
system. The Company uses low alloy steel pipe, advanced heat-treating
technology and metallurgical principles to produce both UT600 induction-
hardened pipe and UT500 quenched and tempered pipe. Both of these products
have a hard, abrasion resistant inner wall and a more ductile outer layer.
For pure abrasion applications, UT600 provides outstanding wear resistance.
UT600 induction-hardened pipe is made from a raw steel pipe of a proprietary
chemistry. The pipe is induction heated, then water quenched on the inner
wall. The result is a pipe which has an inside hardness of 55 to 65 Rockwell
and an outside hardness of 20 to 30 Rockwell. In applications involving impact
or shock loading, the stress relieved UT500 offers more ductility while
maintaining a hard inner wear surface.
In August 1995, Ultra Tech began production at a new 43,000 square foot
state-of-the-art induction-hardening plant owned by its affiliate, JABCO,
LLC in Port Washington, Wisconsin. Port Washington is approximately 25 miles
north of Milwaukee, and 10 miles from Cedarburg. Ultra Tech's new building
and equipment should allow it to expand both the abrasion resistant pipe
market and its share in that market. Ultra Tech's new equipment increases
the size range of pipe it can process from 24 inches to 40 inches in diameter
and reduces processing time by approximately 50%.
Marketing
Ultra Tech products, which account for approximately 15% of the Company's sales,
are marketed through Company sales and marketing personnel, six independent
sales representatives and distributors. Regular advertising is placed in
various trade journals.
Ultra Tech's export sales for the year ended January 31, 1997 accounted for
approximately 7.4% of net sales, compared to 1.3% in fiscal 1995.
Customers
The market for Ultra Tech's products is primarily resource-based industries
such as mining, paper and energy. Secondary influence is felt in the
processing industries such as dredging, foundries, steel, cement, sludge and
grain handling. However, any pneumatic or hydraulic pipeline transporting
solids is a potential customer for Ultra Tech.
No customer exceeded 10% of the Company's consolidated net sales for the year
ended January 31, 1997.
Competition
There are a number of competitors in the piping industry, including mild steel,
duplex steel, plastic pipe, rubber lined pipe, basalt lined pipe, ceramic
lined pipe and cast alloy pipe. Ultra Tech is one of only three North
American competitors in the manufacturing of hardened pipe. Ultra Tech
relies on its efficient manufacturing processes, superior value, quality and
engineering assistance to compete.
Miscellaneous Data
Principal manufacturing operations include machining, welding, burning,
bending, heat-treating and sawing.
Raw materials principally include steel pipe in lengths up to 50 feet and
diameters from 2 1/2 to 40 inches. Ultra Tech does not have any written
contractual agreements with any of its suppliers. Raw materials are readily
available from various sources.
Ultra Tech's business is not seasonal. Working capital requirements may be
significant depending on the size of the order. Terms of sale are generally
net 30 days.
Ultra Tech does not depend on patents and trademarks.
As of March 31, 1997, Ultra Tech's order backlog was approximately $190,000,
all of which is to be completed prior to the end of the current fiscal year.
Backlog data for the end of the prior year is not available.
Gilco
In 1989, ConForms acquired the assets of the mixer division of the Gilson
Brothers Company, a well-known manufacturer of construction and utility
mixers. This acquisition allowed ConForms to diversify and expand its
product line and market base in the concrete construction equipment industry.
Gilco is engaged in the design, manufacture and marketing of utility,
concrete and mortar/plaster mixers. Gilco's product lines include
mortar/plaster mixers with capacities of six to twelve cubic feet, concrete
mixers with capacities of one and one-half to nine cubic feet and non-tilt
mixers with capacities of six to sixteen cubic feet.
Gilco's mixers are built to maintain high production with the densest mixes in
the toughest conditions. The mixers feature a square paddle shaft, steel
blades/adjustable wipers and a reinforced tubular steel frame. They also
feature a dual-belt drive and a completely enclosed extra heavy duty gear drive
with automotive style clutch or a fully-automatic hydraulic transmission.
Gilco's new polyurethane liners can be ordered across all mixer lines.
Mixers are driven by gas-powered engines or electric motors.
Gilco occupies a 50,000 square foot factory owned by the Company in Grafton,
Wisconsin. Grafton is approximately 20 miles north of Milwaukee and 5 miles
from Cedarburg.
Marketing
Gilco markets its products, which account for approximately 13% of the
Company's sales, through two inside sales personnel, direct mail, trade
magazine advertisements and referrals. This is in addition to its existing
distributor and retail channels. Gilson mixers are positioned at the high
quality, high price end of the market.
Gilco's export sales accounted for approximately 5% of Gilco's net sales
volume during the year ended January 31, 1997, compared to 2.4% in the prior
year.
Customers
Approximately 40% of Gilco's sales are to construction equipment dealers.
Another 25% is sold direct to masons, plasterers, general contractors and
other end users. Retail outlets account for about 30% of Gilco's business.
The remaining 5% is sold to government agencies, rental yards, and other
equipment manufacturers.
No customer exceeded 10% of the Company's consolidated net sales for the year
ended January 31, 1997.
Competition
Gilco has a few large competitors along with several competitors of similar
size. While a few are only involved with mixers, most have a line of
additional and some-what related construction equipment products. Gilco
competes on the basis of its high quality.
Miscellaneous Data
Principal manufacturing operations include metal fabricating, welding,
burning, bending, assembly and painting.
Raw materials principally include sheet metal, steel, castings, tires and
engines. Gilco does not have any written contractual agreements with any of
its suppliers. All raw materials are readily available.
The business is seasonal with slightly lower sales volume in the fourth
quarter; however, working capital requirements are not significantly
affected. Terms of sale are generally net 30 days.
Gilco's patents and trademarks are not material to Gilco's business.
As of March 31, 1997, Gilco's order backlog was approximately $95,000, all of
which is to be shipped during the current fiscal year. Backlog data for the
end of the prior year is not available.
General Matters
Research and development expenditures are a part of the engineering
department's budget. The estimated total amount spent on research and
development during the year ended January 31, 1997, the one-month transition
period ended January 31, 1996, and the years ended December 31, 1995 and 1994
totaled approximately $190,000, $6,000, $43,000 and $32,000, respectively,
and are expensed as incurred.
The Company believes that compliance with federal, state and local
environmental regulation will not require significant capital expenditures
or materially affect future earnings in 1997.
No portion of the business is subject to renegotiation of profits or
termination of contracts at the election of the United States government.
Foreign Operations
Information on foreign operations is incorporated by reference to footnote 15
of the consolidated financial statements in the 1996 Annual Report.
Employees
As of January 31, 1997, the Company had 109 active full-time employees.
Item 2. Properties
The following table sets forth certain information with respect to the
Company's principal facilities as of January 31, 1997:
Square feet of
Location Floor Space Description and Principal Use
Cedarburg, WI (1) 53,000 One-story, masonry and metal-clad, steel
frame office and manufacturing facility
on 6.5 acres used mainly for ConForms'
manufacturing and all office personnel.
Grafton, WI (1) 42,000 One and part two-story, masonry and
metal-clad, steel and wood framed office
and manufacturing facility on 2.2 acres
used mainly for manufacturing Gilco and
Ultra Tech products.
Port Washington,
WI (1) 48,000 One-story and partial mezzanine, masonry
and metal-clad, steel frame office and
manufacturing facility on 8 acres used
mainly for manufacturing Ultra Tech
products.
Gardena, CA (2) 10,000 One-story office and manufacturing
facility used for the distribution and
light manufacturing of ConForms products.
Newport, Wales, United
Kingdom (3) 10,000 One-story office and manufacturing
facility used for the distribution and
light manufacturing of ConForms products.
New York, NY (4) 500 Executive office.
_________
(1) The Company owns these facilities. All these facilities are mortgaged
under the debt agreements.
(2) The Company leases this facility. The lease expires November 31, 1998.
(3) The Company leases this facility. The lease expires October 31, 1998.
(4) The Company leases this facility on a month-to-month basis.
The Company believes that all of its facilities are in good condition and are
adequate for their intended uses.
Item 3. Legal Proceedings
There are currently no material legal proceedings pending to which the
Company is a party nor were any material legal proceedings concluded during
the fourth quarter of fiscal 1996.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the fourth
quarter of fiscal 1996.
Part II
Item 5. Market for the Company's Stock and Related Stockholder Matters
The Company's Common Stock trades in the over-the-counter-market (NASDAQ
Symbol: EDCO). The following table sets forth the high and low bid quotation
for the calendar quarter/month shown. The prices quoted represent prices
between dealers in securities without adjustments for mark-ups, mark-downs or
commissions and do not necessarily reflect actual transactions.
1995
Quarter High Low
1st 5.25 4.75
2nd 5.75 4.75
3rd 5.50 4.75
4th 5.25 4.50
1996
Quarter High Low
1st 5.25 3 51/64
2nd 9.00 4.00
3rd 7.625 4.00
4th 5.75 3.50
1997
Month High Low
January 4.625 4.50
The approximate number of stockholders of record of the Company's $.01 par
value common stock as of January 31, 1997 was 38.
The Company has not previously paid any dividends on its Common Stock. The
Company intends to follow a policy of retaining all of its earnings to
finance its business and any future acquisitions.
The following information for this Part II is incorporated by reference to the
Company's 1996 Annual Report to Shareholders, as follows:
Item Caption Information Incorporated by Reference to:
6. Summary of Selected Financial
Data Annual Report, page 7
7. Management's Discussion and
Analysis of Financial Condition
and Results of Operations Annual Report, pages 4 - 6
8. Audited Financial Statements and
Supplemental Data Annual Report, pages 8 - 28
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
The Company had no disagreements with its accountants during the last year.
The Company engaged Deloitte & Touche LLP, ConForms' auditors, on November
15, 1996. All information relating to such change in accountants is
incorporated by reference to the Company's Form 8-K dated November 15, 1996.
Part III
Item 10. Directors and Executive Officers of the Registrant
At January 31, 1997, the names and ages of all executive officers and
directors of the Company and all positions and offices held with the Company
are listed below. There are no family relationships between such persons.
All officers are elected annually by the Board of Directors at the first
Board meeting following each annual meeting of the stockholders. There are
no agreements between any of the officers and any other person pursuant to
election as an officer.
First
Name Office Elected Age
William B. Finneran Chairman of the Board and Director 1991 55
Jay J. Miller Director 1991 64
John J. Delucca Director 1991 53
Mary E. McCormack President, Chief Executive Officer 1995 43
and Director
Alan J. Kastelic President and Chief Executive Officer
of Construction Forms, Inc. 1996 53
Jay R. Hanamann Secretary, Treasurer and Chief Financial 1996 37
Officer
William B. Finneran is a Managing Director of Oppenheimer & Co., Inc., an
investment banking firm, and has been employed with them since 1972. Mr.
Finneran is a Director of National Planning Association, a non-profit
advisory board and Covenant House, a non-profit charitable institution.
Jay J. Miller has been a practicing attorney in the State of New York for
more than thirty years. Mr. Miller is Director of Total-Tel USA
Communication, Inc., a provider of long distance telephone service; Vestro
Natural Foods, Inc., a specialty food manufacturer and distributor; and AmTrust
Pacific Ltd., a New Zealand real estate company.
John J. Delucca is Senior Vice President and Treasurer of RJR Nabisco. Mr.
Delucca was Chief Financial Officer of the Hascoe Association, a private
investment company from January 1991 to September 1993, President and Chief
Financial Officer for The Lexington Group from October 1990 to January 1991,
Senior Vice President of Finance and Managing Director of the Trump Group
from May 1988 to October 1990, and Senior Vice President of Finance for
International Controls Corporation from April 1986 to May 1988. Mr. Delucca
is a director of Enzo Biochem, Inc., a genetic research/testing company.
Mary E. McCormack was appointed President and Chief Executive Officer of the
Company on February 1, 1995. Prior to joining the Company, Ms. McCormack was
a Managing Director of Beechtree Capital Partners, Inc., a boutique merchant
banking firm which she co-founded in 1989. From 1983 to 1989, she served in a
variety of capacities for the investment banking and brokerage firm of Advest,
Inc., most recently as Vice President-Corporate Finance. Ms. McCormack is
Director of Star International Holdings, Inc., a manufacturer of commercial
cooking appliances, and the Junior League of Central Westchester, a non-
profit charitable institution.
Alan J. Kastelic was appointed President and Chief Executive Officer of
Construction Forms, Inc. on June 21, 1996 when this Company was acquired by
the Company. Mr. Kastelic had previously been Executive Vice President and
Chief Operating Officer of Construction Forms, Inc. which he joined in 1977.
Prior to joining Construction Forms, Mr. Kastelic was Manufacturing Manager
at Badger Dynamics and Chief Cost Accountant, Material Control Manager and
Manager of Manufacturing at the PCM division of Koehring Corporation.
Jay R. Hanamann was appointed Treasurer and Chief Financial Officer on July
1, 1996. Mr. Hanamann is the Chief Financial Officer of Construction Forms,
Inc. and subsidiaries. He has served in various financial and management
functions with ConForms since July 1990. From 1981 to 1990, he was employed
by the international accounting firm of Deloitte & Touche LLP.
Certain other information is incorporated by reference into this Form 10-K from
the Company's Proxy Statement for its 1997 Annual Meeting of Shareholders.
Item 11. Executive Compensation
All information is incorporated by reference to "Executive Compensation" in the
Company's Proxy Statement for the 1997 Annual Meeting of Shareholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management
All information is incorporated by reference to "Share Ownership of
Directors, Officers and Certain Beneficial Owners" in the Company's Proxy
Statement for the 1997 Annual Meeting of Shareholders.
Item 13. Certain Relationships and Related Transactions
Information related to William B. Finneran's Warrant and the stock purchases
by and option plan issued to Alan J. Kastelic and Jay R. Hanamann is
incorporated by reference to the Company's Proxy Statement for the 1997 Annual
Meeting of Shareholders.
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a)(1) Financial Statements:
The consolidated financial statements of the Company, together with the report
thereon of Deloitte & Touche, LLP appear on pages 8 through 28 of the Company's
1996 Annual Report to Shareholders, and are incorporated herein by reference.
(a)(2) Financial Statement Schedules:
Schedules not included have been omitted because they are either not
applicable or the information is presented in the consolidated financial
statements or notes thereto.
(b) Reports on Form 8-K:
During the fourth quarter, the Company changed independent public accountants
and reported the change in a Form 8-K dated November 15, 1996, which is
incorporated herein by reference.
(c) Exhibits:
The Exhibits filed or incorporated by reference herein are as specified in
the Exhibit Index.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
By: /s/ Mary E. McCormack
Mary E. McCormack
President and Chief Executive Officer (Principal Executive Officer)
April 25, 1997
By: /s/ Jay R. Hanamann
Jay R. Hanamann
Secretary, Treasurer and Chief Financial Officer
(Principal Financial and Accounting Officer)
April 25, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this Form
10-K has been signed below by the following persons on behalf of Edison
Control Corporation and in the capacities and on the dates indicated:
/s/ William B. Finneran
William B. Finneran
Chairman of the Board and Director
April 25, 1997
/s/ Mary E. McCormack
Mary E. McCormack
President, Chief Executive Officer, and Director
April 25, 1997
/s/ Jay J. Miller
Jay J. Miller
Director
April 25, 1997
/s/ John J. Delucca
John J. Delucca
Director
April 25, 1997
EXHIBIT INDEX
Exhibit Description
No.
3.1 Certificate of Incorporation filed June 18, 1986 (incorporated by
reference to the Company's Registration Statement on Form S-18 (File
No. 33-6736-NY) filed on June 24, 1986).
3.2 By-laws of the Company (incorporated by reference to the Company's
Registration Statements on Form S-18 (File No. 33-6736-NY) filed on
June 24, 1986).
4.1 Master Credit Agreement dated June 21, 1996 between Construction
Forms, Inc., CF Ultra Tech, Inc., CF Gilco, Inc., and LaSalle
National Bank (incorporated by reference to the Company's Form 8-K
dated July 8, 1996).
4.2 Loan Agreement dated June 21, 1996 between Construction Forms, Inc.,
CF Ultra Tech, Inc., CF Gilco, Inc., and Bank Audi USA (incorporated
by reference to the Company's Form 8-K dated July 8, 1996).
10.1 * 1986 Stock Option Plan of Company (incorporated by reference to the
Company's Registration Statement on Form S-18 (File No. 33-6736-NY)
filed June 24, 1986).
10.2 * Stock Warrant issued to William Finneran (incorporated by reference to
the Company's 1997 Proxy Statement Exhibit 2).
10.3 * Employment Agreement dated February 1, 1995 between the Company and
Mary E. McCormack (incorporated by reference to the Company's Form
10-K dated March 27, 1996).
10.4 Stock and Unit Purchase Agreement dated June 21, 1996 by and among
Registrant, Construction Forms Acquisition Inc. and the Shareholders
of Construction Forms, Inc., CF Gilco, Inc., and JABCO, LLC
(incorporated by reference to Form 8-K dated July 8, 1996).
10.5 * Employment Agreement dated June 21, 1996 between the Company and
Alan J. Kastelic.
10.6 * Employment Agreement dated June 21, 1996 between the Company and Jay
R. Hanamann.
10.7 * Stock Option Plan dated June 21, 1996 between the Company and Alan J.
Kastelic.
10.8 * Stock Option Plan dated June 21, 1996 between the Company and Jay R.
Hanamann.
13. Pages from 1996 Annual Report to shareholders which are incorporated
by reference to Form 10-K.
16. Letter regarding change in certifying accountant (incorporated by
reference to the Company's Form 8-K dated November 15, 1996).
21. Subsidiaries of Edison Control Corporation.
23. Consent and Opinions of Independent Auditors.
27. Financial Data Schedule.
99. Definitive Proxy Statement for 1997 Annual Meeting of Shareholders
(to be filed within 120 days of January 31, 1997).
* Represents a management compensation plan.