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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 26, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO____________
COMMISSION FILE NO. 1-5353
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TELEFLEX INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 23-1147939
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
630 WEST GERMANTOWN PIKE, SUITE 450, PLYMOUTH 19462
MEETING, PENNSYLVANIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Registrant's telephone number, including area code: (610) 834-6301
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $1 per share -- New York Stock Exchange
Preference Stock Purchase Rights -- New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
NONE
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. [ ]
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 __
The aggregate market value of the voting stock held by non-affiliates of
the registrant was approximately $1,047,538,755 as of February 1, 2000.
The registrant had 38,054,220 Common Shares outstanding as of February 1,
2000.
Documents Incorporated by Reference: (a) Annual Report to Shareholders for
the fiscal year ended December 26, 1999, incorporated partially in Part I and
Part II hereof; and (b) Proxy Statement for the 2000 Annual Meeting of
Shareholders, incorporated partially in Part III hereof.
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PART I
ITEM 1. BUSINESS
Teleflex Incorporated ("the Company") was incorporated in 1943 as a
manufacturer of precision mechanical push/pull controls for military aircraft.
From this original single market, single product orientation, the Company began
to emphasize products and services in a broader range of economically diverse
markets to reduce its vulnerability to economic cycles. Since the mid-1970s, the
Company's investments have been directed toward specific market niches employing
its technical capabilities to provide solutions to specific engineering problems
and, over the last ten years toward expanding into medical businesses. The
continuing stream of new products and value-added product improvements that have
resulted from this strategy have enabled the Company to participate in larger
market segments. Several of these new products and product improvements were
developed by means of an unusual investment program of the Company called the
New Venture Fund. Established in 1972, the Fund directs monies representing
one-half percent of sales into the development of new products and services.
This concept allows for entrepreneurial risk taking in new areas by encouraging
innovation and competition among the Company's managers for funds to pursue new
programs and activities independent of their operating budgets. Examples of New
Venture projects include the funding of second generation adjustable pedal
research, FoamLyne(TM) flexible fuel hose and most of the early seed money for
certain medical products.
The Company's business is separated into three business
segments -- Commercial, Medical and Aerospace.
COMMERCIAL SEGMENT
The Commercial Segment designs and manufactures proprietary mechanical and
electrical controls for the automotive market; mechanical, electrical and
hydraulic controls, and electronic products for the pleasure marine market; and
proprietary products for fluid transfer and industrial applications.
Products in the Commercial Segment generally are less complex and are
produced in higher unit volume than those of the Company's other two segments.
They are manufactured both for general distribution as well as custom fabricated
to meet individual customer needs. Consumer spending patterns generally
influence the market trends for these products.
The Commercial Segment consists of three major product lines: Marine,
Automotive and Industrial.
The Company is a leading domestic producer of mechanical steering systems
for pleasure power boats. It also manufactures hydraulic steering systems,
engine throttle and shift controls, electrical gauges and instrumentation, GPS
driven navigation systems, autopilots and electronic fishfinders. The Company's
marine products are sold principally to boat builders and in the aftermarket
with the Humminbird line of electronic fishfinders sold substantially through
retail outlets. These products are used principally on pleasure craft but also
have application on commercial vessels.
The Company is a major supplier of driver control systems to automotive
manufacturers worldwide. The principal products in this market are accelerator,
transmission shift, park lock, window regulator controls, pedal box, gearshift
systems and adjustable pedal systems. In May 1997 the Company acquired Comcorp
Technologies, Inc. a supplier of pedal assemblies and other automotive
components and systems. In December 1997 the Company acquired United Parts Group
N.V. a European manufacturer of gearshift systems and other components supplying
most of the European auto and truck makers. The Truck Systems Division of United
Parts was sold in February 1998. The remaining Driver Control Division, with
five manufacturing plants throughout Europe, expanded the Company's entrance
into the European automotive market. The acquisitions of both Comcorp and United
Parts are part of the Company's strategy to integrate cable controls with other
automotive components in order to provide systems solutions for customers.
Acceptance by the automobile manufacturers of a Company-developed control for
use on a new model ordinarily assures the Company a large, but not exclusive,
market share for the supply of that control.
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Industrial controls and electrical instrumentation products are also
manufactured for use in other applications, including construction and
agricultural equipment, leisure vehicles and other on- and off-road vehicles. In
addition, the Company produces stainless steel overbraided fluoroplastic hose
for fluid transfer in such markets as the chemical, petroleum, food processing,
aerospace and automotive industries.
MEDICAL SEGMENT
The Medical Segment manufactures and distributes a broad range of invasive
disposable and reusable devices for the urology, gastroenterology,
anesthesiology and respiratory care markets worldwide. It also designs and
manufactures a variety of surgical instruments, closure systems and provides
instrument management services. Products in this segment generally are required
to meet exacting standards of performance and have long product life cycles.
External economic influences on sales relate primarily to spending patterns in
the worldwide medical devices and supplies market.
Within the Medical Segment, the Company has two major product lines:
Hospital Supply and Surgical Devices. In addition the Company has extrusion
capabilities which it uses to serve original equipment manufacturers. Through
Teleflex OEM, the Company also produces standard and custom-designed semi-
finished components for other medical device manufacturers using its polymer
materials and processing technology.
In 1989, the acquisition of Willy Rusch AG and affiliates in Germany
brought with it an established manufacturing base and distribution network,
primarily in Europe. This and other smaller acquisitions designed to broaden the
Company's product offerings combine to form the base of the Hospital Supply
product line. The Hospital Supply product line includes the manufacture and sale
of invasive disposable and reusable devices for the urology, gastroenterology,
anesthesiology and respiratory care markets worldwide. Product offerings
include, among others, latex catheters, endotracheal tubes, laryngoscopes, face
masks, tracheostomy tubes and stents for airway and esophageal management.
The acquisitions of the Pilling Company in 1991 and Edward Weck
Incorporated in 1993 became the foundation of the Surgical Devices product line.
The Pilling and Weck businesses significantly expanded the product offerings,
marketing opportunities and selling capabilities in the surgical devices market
in the United States and provided opportunities for increasing international
sales. During 1994 and 1995, smaller acquisitions were made to balance the
Company's product offerings in Europe. In 1997 the acquisition of a manufacturer
with a complementary line of closure products increased the Company's product
offerings. The Surgical Devices product line focuses on three distinct markets:
surgical instruments, surgical closure products and instrument management
services. Each market is served by a separate sales force and management team.
Surgical Devices designs, manufactures and distributes, primarily through its
own sales force, instruments used in both open and minimally-invasive surgical
procedures including general and specialized surgical instruments such as
scissors, forceps, vascular clamps, needle holders and retractors; closure
products such as ligation clips, appliers and skin staples; and, provides
specialized instrument management services. In 1998, the Company expanded its
instrument management service capabilities with the purchase of Sterilization
Management Group (SMG) which operates five reprocessing/sterilization plants
specializing in reusable surgical textiles and surgical instruments. In 1999,
the Company further expanded its instrument management services with the
purchase of Medical Sterilization, Inc. and expanded its mix and distribution of
the Surgical Devices product line in the U.S. with the acquisition of Kmedic, an
orthopedic instrument company.
AEROSPACE SEGMENT
The Aerospace Segment serves the commercial aerospace and turbine engine
markets. Its businesses design and manufacture precision controls and cargo
systems for aviation; provide coatings, repair services and manufactured
components for users of both flight and land-based turbine engines. Sales are
both to original equipment manufacturers and the aftermarket. These products and
services, many of which are proprietary, require a high degree of engineering
sophistication and are often custom designed. External economic influences on
these products and services relate primarily to spending patterns in the
worldwide aerospace industry.
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Telair International manufactures and distributes cargo handling systems
for commercial aircraft and other aircraft controls. The Company's cargo
handling systems include patented digitally controlled systems to move and
secure containers of cargo inside commercial aircraft. In 1997 the Company
acquired Scandinavian Bellyloading Company, a European manufacturer of cargo
loading systems for narrow-body aircraft which complements the Company's
existing wide-body cargo handling systems. Cargo handling systems are sold
either to aircraft manufacturers as original installations or to airlines and
air freight carriers for retrofit of existing systems. In 1999, the Company
acquired Century Aero Products, a domestic manufacturer of cargo containers
which complements the Company's cargo handling systems and positions the Company
as a full service provider of both wide-body and narrow-body cargo handling
systems and components. The Company also designs, manufactures and repairs
mechanical and electromechanical components used on both commercial and, to a
lesser extent military aircraft. These other aircraft controls include flight
controls, canopy and door actuators, cargo winches and control valves. The
Company's design engineers work with design personnel from the major aircraft
manufacturers in the development of controls for use on new aircraft. In
addition, the Company supplies spare parts to aircraft operators typically
through distributors. This spare parts business extends as long as the
particular type of aircraft continues in service.
Sermatech International, through a network of facilities in eight
countries, provides a variety of sophisticated protective coatings and repair
services for ground turbine engine components; highly-specialized repairs for
critical components such as fan blades and airfoils for flight-based turbine
engines; and manufacturing and high quality dimensional finishing of airfoils
and other turbine engine components. The Company has added technologies through
acquisition and internal development and now offers a diverse range of technical
services and materials technologies to turbine markets throughout the world. In
1995 the Company formed a joint venture, Airfoil Technologies International LLC
(ATI), with General Electric Aircraft Engines to provide fan blade and airfoil
repair services for flight-based turbine engine blades. The Sermatech repair
operations were contributed to ATI which is owned 51% by the Company. ATI
provides a vehicle for the technological and geographic expansion of the
Sermatech repairs services business. To further broaden the Company's
turbo-machinery technological and manufacturing capabilities, and to improve the
range of product offerings, the Company, in 1996 acquired Lehr Precision, Inc.,
an electro-chemical machining manufacturer of turbo-machinery components used on
both flight and ground turbines. In 1997 the Company acquired Gas-Path
Technology, Inc. to expand its ground turbine repair capabilities within the
Sermatech network of facilities. In 1999 the Company formed a joint venture in
Korea with Samsung Aerospace to coat turbine engine blades which will complement
the Company's array of services for these components.
MARKETING
In 1999, the percentages of the Company's consolidated net sales
represented by its major markets were as follows: aerospace -- 30%;
medical -- 23%; and commercial -- 47%.
The major portion of the Company's products are sold to original equipment
manufacturers. Generally, products sold to the aerospace and automotive markets
are sold through the Company's own force of field engineers. Products sold to
the marine, medical and general industrial markets are sold both through the
Company's own sales forces and through independent representatives and
independent distributor networks.
For information on foreign operations, export sales, and principal
customers, see text under the heading "Business segments and other information"
on page 22 of the Company's 1999 Annual Report to Shareholders, which
information is incorporated herein by reference.
COMPETITION
The Company has varying degrees of competition in all elements of its
business. None of the Company's competitors offers products for all the markets
served by the Company. The Company believes that its competitive position
depends on the technical competence and creative ability of its engineering and
development personnel, the know-how and skill of its manufacturing personnel as
well as its plants, tooling and other resources.
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PATENTS
The Company owns a number of patents and has a number of patent
applications pending. The Company does not believe that its business is
materially dependent on patent protection.
SUPPLIERS
Materials used in the manufacture of the Company's products are purchased
from a large number of suppliers. The Company is not dependent upon any single
supplier for a substantial amount of the materials it uses.
BACKLOG
As of December 26, 1999 the Company's backlog of firm orders for the
Aerospace Segment was $295 million, of which it is anticipated that more than
one-half will be filled in 2000. The Company's backlog for the Aerospace Segment
on December 27, 1998 was $418 million.
As of December 26, 1999 the Company's backlog of firm orders for the
Medical and Commercial segments was $22 million and $144 million, respectively.
This compares with $21 million and $124 million, respectively, as of December
27, 1998. Substantially all of the December 26, 1999 backlog will be filled in
2000. Most of the Company's medical and commercial products are sold on orders
calling for delivery within no more than a few months so that the backlog of
such orders is not indicative of probable net sales in any future 12-month
period.
EMPLOYEES
The Company had approximately 14,700 employees at December 26, 1999.
EXECUTIVE OFFICERS
The names and ages of all executive officers of the Company as of March 1,
2000 and the positions and offices with the Company held by each such officer
are as follows:
POSITIONS AND OFFICES
NAME AGE WITH COMPANY
- ---- --- ---------------------
Lennox K. Black 69 Chairman of the Board, Chief Executive Officer and Director
John J. Sickler 57 Senior Vice President
Dr. Roy C. Carriker 62 President and Chief Operating Officer -- TFX Aerospace
Harold L. Zuber, Jr. 50 Vice President and Chief Financial Officer
Steven K. Chance 54 Vice President, General Counsel and Secretary
Ronald D. Boldt 57 Vice President -- Human Resources
Janine Dusossoit 46 Vice President -- Investor Relations
Thomas M. Byrne 53 Assistant Treasurer
Stephen J. Gambone 43 Controller and Chief Accounting Officer
Mr. Black replaced David S. Boyer as Chief Executive Officer on January 31,
2000. Prior to that date he was Chairman of the Board. Mr. Boyer resigned his
position as President and Chief Executive Officer on January 31, 2000.
Mr. Gambone was elected Controller and Chief Accounting Officer on April
24, 1998. Prior to that date he was Manager, Internal Auditing and Reporting.
Officers are elected by the Board of Directors for one year terms. No
family relationship exists among any of the executive officers of the Company.
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ITEM 2. PROPERTIES
The Company's operations have approximately 100 owned and leased properties
consisting of plants, engineering and research centers, distribution warehouses
and other facilities. The properties are maintained in good operating condition.
All the plants are suitably equipped and utilized, and have space available for
the activities currently conducted therein and the increased volume expected in
the foreseeable future.
The following are the Company's major facilities:
SQUARE OWNED OR EXPIRATION
LOCATION FOOTAGE LEASED DATE
- -------- ------- -------- ----------
COMMERCIAL SEGMENT
Dassel, Germany............................................. 140,000 Owned N/A
Van Wert, OH................................................ 130,000 Owned(1) N/A
Warren, MI.................................................. 115,000 Leased 2004
Limerick, PA................................................ 110,000 Owned N/A
Kendallville, IN............................................ 108,000 Owned N/A
Dalstorp, Sweden............................................ 105,000 Owned N/A
Hagerstown, MD.............................................. 103,000 Owned(1) N/A
Waterbury, CT............................................... 99,000 Leased 2003
Eufaula, AL................................................. 98,000 Owned N/A
Haysville, KS............................................... 98,000 Leased 2003
Suffield, CT................................................ 90,000 Leased 2009
Hillsdale, MI............................................... 85,000 Owned(1) N/A
Sarasota, FL................................................ 82,000 Owned(1) N/A
Willis, TX.................................................. 70,000 Owned(1) N/A
Nuevo Laredo, Mexico........................................ 67,000 Leased 2008
Eufaula, AL................................................. 61,000 Owned N/A
Birmingham, England......................................... 60,000 Leased 2016
La Clusienne, France........................................ 60,000 Owned N/A
Plymouth, MI................................................ 55,000 Leased 2003
Lebanon, VA................................................. 53,000 Owned(1) N/A
Lyons, OH................................................... 50,000 Owned N/A
Vrable, Slovakia............................................ 49,000 Leased 2003
Auburn Hills, MI............................................ 38,000 Owned N/A
Goteborg, Sweden............................................ 38,000 Owned N/A
Swainsboro, GA.............................................. 37,000 Leased 2004
Richmond, Canada............................................ 35,000 Leased 2002
Pickens, SC................................................. 35,000 Leased 2004
Vancouver, B.C., Canada..................................... 30,000 Owned N/A
Troy, MI.................................................... 29,000 Leased 2003
Selmer, TN.................................................. 24,000 Leased 2002
Birmingham, England......................................... 24,000 Leased 2011
Poole, England.............................................. 20,000 Owned N/A
MEDICAL SEGMENT
Kernen, Germany............................................. 263,000 Owned N/A
Durham, NC.................................................. 144,000 Owned N/A
Kernen, Germany............................................. 114,000 Leased 2013
Syosset, NY................................................. 100,000 Leased 2001
Taiping, Malaysia........................................... 85,000 Owned N/A
Lurgan, Northern Ireland.................................... 80,000 Owned N/A
Duluth, GA.................................................. 69,000 Leased 2009
Fort Washington, PA......................................... 65,000 Owned N/A
Jaffrey, NH................................................. 60,000 Owned(1) N/A
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SQUARE OWNED OR EXPIRATION
LOCATION FOOTAGE LEASED DATE
- -------- ------- -------- ----------
Franiere, Belgium........................................... 59,000 Leased 2005
Tampa, FL................................................... 47,000 Leased 2002
Houston, TX................................................. 46,000 Leased 2003
Montevideo, Uruguay......................................... 45,000 Owned N/A
Baltimore, MD............................................... 40,000 Leased 2002
Bad Liebenzell, Germany..................................... 36,000 Leased 2001
Bourg-en-Bresse, France..................................... 34,000 Leased 2000
Betschdorf, France.......................................... 32,000 Owned N/A
Livonia, MI................................................. 32,000 Leased 2003
High Wycombe, England....................................... 25,000 Leased 2012
Limerick, Ireland........................................... 16,000 Leased 2020
AEROSPACE SEGMENT
Cincinnati, OH.............................................. 160,000 Leased 2004
Oxnard, CA.................................................. 145,000 Owned N/A
Muncie, IN.................................................. 105,000 Leased 2008
Mentor, OH.................................................. 90,000 Owned N/A
Manchester, CT.............................................. 74,000 Owned N/A
Limerick, PA................................................ 70,000 Owned N/A
Derbyshire, England......................................... 70,000 Leased 2014
Baltimore, MD............................................... 62,000 Leased 2003
Singapore, Asia............................................. 61,000 Owned N/A
Lincoln, England............................................ 50,000 Leased 2018
Compton, CA................................................. 49,000 Leased 2010
Cincinnati, OH.............................................. 35,000 Owned N/A
Biddeford, ME............................................... 32,000 Owned N/A
Hausham, Germany............................................ 30,000 Owned N/A
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(1) The Company is the beneficial owner of these facilities under installment
sale or similar financing agreements.
In addition to the above, the Company owns or leases approximately
1,000,000 square feet of warehousing, manufacturing and office space located in
the United States, Canada, Europe and Asia.
ITEM 3. LEGAL PROCEEDINGS
The Company is subject to numerous federal, state and local environmental
laws and regulations including the Resource Conservation and Recovery Act,
Comprehensive Environmental Response, Compensation and Liability Act, the Clean
Air Act and, the Clean Water Act. Environmental programs are in place throughout
the Company which include training, auditing and monitoring to ensure compliance
with such laws and regulations. In addition, the United States Environmental
Protection Agency has named the Company as a potentially responsible party at
various sites throughout the country. Environmental costs, including liabilities
associated with such sites, and the costs of complying with existing
environmental regulations are not expected to result in a liability material to
the Company's consolidated financial position, results of operations or cash
flows.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
See "Quarterly Data" on page 23 of the Company's 1999 Annual Report to
Shareholders for market price and dividend information. Also see the Note
entitled "Borrowings and Leases" on page 21 of such Annual Report for certain
dividend restrictions under loan agreements, all of which information is
incorporated herein by reference. The Company had approximately 1,300 registered
shareholders at February 1, 2000.
ITEM 6. SELECTED FINANCIAL DATA
See pages 24 and 25 of the Company's 1999 Annual Report to Shareholders,
which pages are incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
See the text under the heading "1999 Financial Review" on pages 26 through
31 of the Company's 1999 Annual Report to Shareholders, which information is
incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See the text section entitled "Liquidity, Market Risk and Capital
Resources" contained within the "1999 Financial Review" on pages 26 through 31
of the Company's 1999 Annual Report to Shareholders, which information is
incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See pages 17 through 23 of the Company's 1999 Annual Report to
Shareholders, which pages are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
For information with respect to the Company's Directors and Director
nominees, see "Election Of Directors" and "Additional Information About The
Board Of Directors" on pages 2 through 4 of the Company's Proxy Statement for
its 2000 Annual Meeting, which information is incorporated herein by reference.
For information with respect to the Company's Executive Officers, see Part
I of this report on page 4, which information is incorporated herein by
reference.
ITEM 11. EXECUTIVE COMPENSATION
See "Additional Information About The Board of Directors", "Board
Compensation Committee", "Five-Year Shareholder Return Comparison", "Executive
Compensation and Other Information" and "New Plan Benefits" on pages 4 through
13 of the Company's Proxy Statement for its 2000 Annual Meeting, which
information is incorporated herein by reference.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
See "Security Ownership of Certain Beneficial Owners and Management" on
pages 1 and 2, "Election Of Directors" on pages 2 and 3, and "New Plan Benefits"
on pages 9 through 13 of the Company's Proxy Statement for its 2000 Annual
Meeting, which information is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See "Additional Information About The Board Of Directors", "Board
Compensation Committee" and "Executive Compensation and Other Information" on
pages 4 through 8 of the Company's Proxy Statement for its 2000 Annual Meeting,
which information is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Consolidated Financial Statements:
The index to Consolidated Financial Statements and Schedules is set
forth on page 10 hereof.
(b) Reports on Form 8-K:
None.
(c) Exhibits:
The Exhibits are listed in the Index to Exhibits.
For the purposes of complying with the amendments to the rules governing
Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the
undersigned registrant hereby undertakes as follows, which undertaking shall be
incorporated by reference into registrant's Registration Statements on Form S-8
Nos. 2-84148 (filed June 28, 1989), 2-98715 (filed May 11, 1987), 33-34753
(filed May 10, 1990) and 33-53385 (filed April 29, 1994):
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Annual Report to be
signed on its behalf by the undersigned, thereunto duly authorized as of the
date indicated below.
TELEFLEX INCORPORATED
By LENNOX K. BLACK
------------------------------------
Lennox K. Black
(Chairman of the Board & Principal
Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and as of the date indicated below.
By HAROLD L. ZUBER, JR.
------------------------------------
Harold L. Zuber, Jr.
(Vice President & Principal
Financial Officer)
By STEPHEN J. GAMBONE
------------------------------------
Stephen J. Gambone
(Controller & Principal Accounting
Officer)
Pursuant to General Instruction D to Form 10-K, this report has been signed
by Steven K. Chance as Attorney-in-Fact for a majority of the Board of Directors
as of the date indicated below.
Lennox K. Black Director
Pemberton Hutchinson Director
Donald Beckman Director
James W. Stratton Director
Joseph S. Gonnella, MD Director
William R. Cook Director
Palmer E. Retzlaff Director
Sigismundus W. W. Lubsen Director
David S. Boyer Director
Patricia C. Barron Director
By STEVEN K. CHANCE
------------------------------------
Steven K. Chance
Attorney-in-Fact
Dated: March 22, 2000
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TELEFLEX INCORPORATED
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements together with the report thereon of
PricewaterhouseCoopers LLP dated February 9, 2000 on pages 17 to 25 of the
accompanying 1999 Annual Report to Shareholders are incorporated in this Annual
Report on Form 10-K. With the exception of the aforementioned information, and
those portions incorporated by specific reference in this document, the 1999
Annual Report to Shareholders is not to be deemed filed as part of this report.
The following Financial Statement Schedule together with the report thereon of
PricewaterhouseCoopers LLP dated February 9, 2000 on page 11 should be read in
conjunction with the consolidated financial statements in such 1999 Annual
Report to Shareholders. Financial Statement Schedules not included in this Form
10-K Annual Report have been omitted because they are not applicable or the
required information is shown in the consolidated financial statements or notes
thereto.
FINANCIAL STATEMENT SCHEDULE
Schedule:
PAGE
----
II Valuation and qualifying accounts........................... 12
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REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors
of Teleflex Incorporated
Our audits of the consolidated financial statements referred to in our report
dated February 9, 2000 appearing on page 23 of the 1999 Annual Report to
Shareholders of Teleflex Incorporated (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the Financial Statement Schedule listed in Item 14(a)
of this Form 10-K. In our opinion, the Financial Statement Schedule presents
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 9, 2000
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (No. 2-84148, No. 2-98715, No. 33-34753, and No.
33-53385) of Teleflex Incorporated of our report dated February 9, 2000
appearing on page 23 of the 1999 Annual Report to Shareholders which is
incorporated in this Annual Report on Form 10-K. We also consent to the
incorporation by reference of our report on the Financial Statement Schedule,
which appears above.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
March 22, 2000
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TELEFLEX INCORPORATED
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
ALLOWANCE FOR DOUBTFUL ACCOUNTS
BALANCE AT ADDITIONS DOUBTFUL BALANCE AT
BEGINNING CHARGED TO ACCOUNTS END OF
FOR THE YEAR ENDED OF YEAR INCOME WRITTEN OFF YEAR
- ------------------ ---------- ---------- ----------- ----------
December 26, 1999........................ $4,577,000 $1,613,000 $(1,365,000) $4,825,000
December 27, 1998........................ $5,668,000 $2,190,000 $(3,281,000) $4,577,000
December 28, 1997........................ $4,110,000 $2,218,000 $ (660,000) $5,668,000
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