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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, 1993
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--American 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. /X/
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 $527,448,400 as of February 1, 1994.
The registrant had 17,099,289 Common Shares outstanding as of February 1,
1994.
Documents Incorporated by Reference: (a) Annual Report to Shareholders for
the fiscal year ended December 26, 1993, incorporated partially in Part I and
Part II hereof; and (b) Proxy Statement for the 1994 Annual Meeting of
Shareholders, incorporated partially in Part III hereof.
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PART I
ITEM 1. BUSINESS
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. 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 initial funding of SermeTel research and most of
the early seed money for certain medical products.
The Company's business is separated into three segments -- Aerospace
Products and Services, Medical Products and Commercial Products.
AEROSPACE PRODUCTS AND SERVICES SEGMENT
The Aerospace Products and Services Segment serves the aerospace, defense
and turbine engine markets. Its businesses design and manufacture precision
controls and systems for both military and commercial applications; provide
sophisticated coating and repair services for turbine engine manufacturers,
operators and overhaulers; and manufacture airfoils for both flight and
land-based turbine engines.
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 and defense industry. The Aerospace Products
and Services Segment consists of the Aerospace/Defense Group and Sermatech
International.
Within the Aerospace/Defense Group, the Company designs and manufactures
advanced mechanical and electromechanical controls, actuators, valves, control
systems and other components for the aerospace and defense industries for
application on commercial and military aircraft and helicopters, commuter
aircraft, missiles, space vehicles, naval vessels, ground support equipment and
ordnance. Many of these controls and control systems are based on the principle
of mechanically transmitting, by flexible cable, a push-pull or rotary thrust.
By advanced engineering techniques, this simple concept is employed in
components and systems capable of transmitting force with precision to control
and actuate functions at remote locations.
Aircraft controls and control systems include highly complex engine
controls, aerodynamic surface controls and cargo handling systems. The principal
products consist of throttle and thrust-reverser/feedback control systems for
use on various fixed and rotary-wing aircraft and numerous other critical
mechanical and electromechanical control systems. Controls and actuators
designed and manufactured by the Company over the last several years include the
canopy actuators for military fighter aircraft and missile launch components,
specialized mechanical control systems for naval vessels, and alternate flap
actuators and cargo systems for commercial aircraft.
The Company's design engineers work with design personnel from the major
aircraft and jet engine manufacturers in the development of products for use on
new aircraft. In addition, the Company supplies spare parts to aircraft
operators. This spare parts business extends as long as the particular type of
aircraft continues in service.
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* As used herein the "Company" refers to Teleflex Incorporated and its
consolidated subsidiaries.
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In the early 1960s, aircraft manufacturers began to encounter high
temperature lubrication problems in connection with mechanical controls for
aircraft jet engines. Through its subsidiary, Sermatech International, the
Company utilized its aerospace experience and engineering capabilities to
develop a series of formulations of inorganic coatings to solve these high
temperature lubrication problems. These products were further developed by the
Company and sold under the trademark SermeTel(R) to provide anti-corrosion
protection for compressor blades and other airfoils. The Company, through an
international network of Sermatech facilities in five countries, provides a
variety of sophisticated protective coatings and other services for gas turbine
engine components; highly-specialized repairs for critical components such as
fan blades and airfoils; and manufacturing and high quality dimensional
finishing of airfoils.
Through the years the Company has added other 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
1993 the Company acquired Mal Tool & Engineering, a manufacturer of fan blades
for flight turbines, and airfoils for both flight and land-based gas turbines
and steam turbines. The acquisition broadens the Company's product offering
including turnkey manufactured and coated airfoils and provides another entree
to major international turbine manufacturers.
MEDICAL PRODUCTS SEGMENT
In the late 1970s, the Company decided to apply its polymer technologies to
the medical market, and began by extruding intravenous catheter tubing which it
sold to original equipment manufacturers. Through the TFX Medical Group, the
Company produces standard and custom-designed semi-finished components for other
medical device manufacturers using polymer materials and processing technology.
Through acquisitions, the Company established the other two product lines of
this segment: hospital supply and surgical devices.
In 1989, the acquisition of Willy Rusch AG and affiliates in Germany
brought with it an established manufacturing base and distribution network,
particularly in Europe. The Company conducts its hospital supply business under
the name of Rusch International. This business includes the manufacture and sale
of invasive disposable and reusable devices for the urological,
gastroenterological and anesthesiological markets worldwide. The Rusch
International product offerings include among others latex catheters,
endotracheal tubes, laryngoscopes, face masks and tracheostomy tubes.
The acquisition of the Pilling Company in 1991 and Edward Weck Incorporated
in December 1993 further expanded the Company's medical device manufacturing and
distribution capabilities. Weck manufactures manual ligation devices and general
surgical instruments and is being consolidated with Pilling Company, a
manufacturer of general and specialty surgical instruments. The combination of
Pilling and Weck significantly expands the product offerings, marketing
opportunities and selling capabilities in the surgical devices market in the
United States; and provides opportunities for increasing international sales.
Pilling Weck manufactures and distributes primarily through its own sales force
instruments used in both traditional (open) and minimally-invasive surgical
procedures including general and specialized surgical instruments such as
scissors, forceps, vascular clamps, needle holders, retractors, ligation clips,
appliers, skin staples and electrosurgery products.
COMMERCIAL PRODUCTS SEGMENT
The Commercial Products Segment involves the design and manufacture of
mechanical, electrical, and hydraulic controls and electronic products for the
pleasure marine market; proprietary mechanical controls for the automotive
market; and certain innovative proprietary products for the fluid transfer and
outdoor power equipment markets.
Products in the Commercial Products Segment are generally produced in
higher unit volume and are manufactured for general distribution and custom
fabricated to meet individual customer needs. Consumer spending patterns
generally influence the market trends for these products.
The Commercial Products Segment consists of three major product lines:
Marine, Automotive and Industrial.
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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 instrumentation and recently has
expanded into electronic navigation, location and communication systems. In 1991
the Company acquired Marinex Industries, Ltd., a British manufacturer of marine
electronics. Its Cetrek autopilots and navigational equipment complement
Teleflex's hydraulic steering products which together can be sold to both the
commercial and pleasure marine markets. The Marinex acquisition also enhanced
the Company's access to the international marine market. Techsonic Industries,
Inc., a manufacturer of marine information systems (electronic navigation,
communication and fish location devices) sold through mass merchandisers under
the Humminbird brand name became a wholly owned subsidiary in 1992. Aside from
the Humminbird products, the Company's marine products are sold principally to
boat builders, in the aftermarket, and are used principally on pleasure craft
but also have application on commercial vessels.
The Company is a major supplier of mechanical controls to the domestic
automotive market. The principal products in this market are accelerator,
transmission, shift, park lock, window regulator controls and a new heat
resistant flexible fuel line. In the mid-1970s the Company initiated development
programs which addressed customer needs for reduced weight and installation
costs and as a result, the Company became a major supplier of mechanical
controls to the domestic automotive market. 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. The sales of mechanical automotive controls were $95,516,000,
$123,390,000 and $139,128,000 in 1991, 1992 and 1993, respectively.
Industrial controls and electrical instrumentation products are also
manufactured for use in other applications, including agricultural equipment,
outdoor power 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 and food
processing industries.
MARKETING
In 1993, the percentages of the Company's consolidated net sales
represented by its major markets were as follows: aerospace -- 30%;
medical -- 27%; marine and industrial -- 22%; and automotive -- 21%.
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 26 of the Company's 1993 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.
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.
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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, 1993 the Company's backlog of firm orders for the
Aerospace Products and Services Segment was $94 million, of which it is
anticipated that approximately three-fourths will be filled in 1994. The
Company's backlog for Aerospace Products and Services on December 27, 1992 was
$73 million.
As of December 26, 1993 the Company's backlog of firm orders for the
Medical Products and Commercial Products segments was $23 million and $54
million, respectively. This compares with $15 million and $47 million,
respectively as of December 27, 1992. Substantially all of the December 26, 1993
backlog will be filled in 1994. 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 8,000 employees at December 26, 1993.
EXECUTIVE OFFICERS
The names and ages of all executive officers of the Company as of March 1,
1994 and the positions and offices with the Company held by each such officer
are as follows:
POSITIONS AND OFFICES
NAME AGE WITH COMPANY
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Lennox K. Black 63 Chairman of the Board, Chief Executive Officer and Director
David S. Boyer 51 President and Director
John J. Sickler 51 President -- TFX Equities Inc.
Dr. Roy C. Carriker 56 President -- Teleflex Aerospace Products and Services Group
Richard A. Woodfield 51 President -- Teleflex Medical Products Group
Harold L. Zuber, Jr. 44 Vice President, Chief Financial Officer and Controller
Steven K. Chance 48 Vice President, General Counsel and Secretary
Ira Albom 64 Senior Vice President
Louis T. Horvath 55 Vice President -- Quality Management
Ronald D. Boldt 51 Vice President -- Human Resources
Janine Dusossoit 40 Vice President -- Investor Relations
Thomas M. Byrne 47 Assistant Treasurer
Mr. Boyer was elected as a director on December 6, 1993.
Mr. Sickler was elected Senior Vice President and President of TFX Equities
Inc. on December 3, 1990. Prior to that date he was President and Chief
Operating Officer -- Aerospace/Defense Group.
Dr. Roy C. Carriker was named President -- Teleflex Aerospace Products and
Services Group on January 3, 1994. Prior to that date he was
President -- Sermatech International.
Mr. Woodfield was elected President -- Teleflex Medical Products Group on
March 9, 1992. Prior to that date, he was President of Empire Abrasive Equipment
Corporation.
Mr. Zuber was named to the position of Vice President, Chief Financial
Officer and Controller on February 5, 1990. Prior to that date he was Vice
President and Controller.
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Mr. Chance was elected to the position of Secretary on December 3, 1990. He
was named to the position of General Counsel on September 1, 1989.
Mr. Horvath was named to the position of Vice President -- Quality
Management on January 3, 1989. Prior to that date he was Manager, Corporate
Product Quality Assurance at Eaton Corporation.
Mr. Boldt was named to the position of Vice President -- Human Resources on
March 9, 1992. From October 13, 1989 to March 9, 1992 he was Director of Human
Resources. Prior to that date he was Vice President of Human Resources at First
Pennsylvania Bank.
Ms. Dusossoit was named to the position of Vice President -- Investor
Relations on March 1, 1993. From April 1, 1992 to March 1, 1993 she was Director
of Investor Relations. From June 1, 1989 to April 1, 1992 she was a business
consultant. Prior to that date she was the Director of Corporate Communications
for General Cinema Corporation.
Mr. Byrne was elected Assistant Treasurer on December 3, 1990. Prior to
that date, he was Director of Internal Auditing.
Officers are elected by the Board of Directors for one year terms. No
family relationship exists between any of the executive officers of the Company.
ITEM 2. PROPERTIES
The Company's operations have approximately 85 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
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AEROSPACE PRODUCTS AND SERVICES SEGMENT
Spanish Fork, UT............................................. 189,000 Owned N/A
Oxnard, CA................................................... 145,000 Leased 2003
North Wales, PA.............................................. 114,000 Owned N/A
Mentor, OH................................................... 90,000 Leased 1997
Limerick, PA................................................. 70,000 Owned(1) N/A
Derbyshire, England.......................................... 70,000 Leased 1999
Manchester, CT............................................... 63,000 Owned N/A
Windsor, CT.................................................. 59,000 Leased 1995
Compton, CA.................................................. 49,000 Leased 1999
Biddeford, ME................................................ 32,000 Leased 1998
Hausham, Germany............................................. 30,000 Owned N/A
MEDICAL PRODUCTS SEGMENT
Kernen, Germany.............................................. 263,000 Owned N/A
Durham, NC................................................... 144,000 Owned N/A
Kernen, Germany.............................................. 114,000 Leased 2013
Taiping, Malaysia............................................ 85,000 Owned N/A
Lurgan, Northern Ireland..................................... 80,000 Owned N/A
Duluth, GA................................................... 69,000 Leased 1999
Fort Washington, PA.......................................... 65,000 Owned N/A
Jaffrey, NH.................................................. 60,000 Owned(1) N/A
Montevideo, Uruguay.......................................... 45,000 Owned N/A
Bad Liebenzell, Germany...................................... 36,000 Leased 2000
Betschdorf, France........................................... 32,000 Owned N/A
High Wycombe, England........................................ 25,000 Leased 2012
Betschdorf, France........................................... 23,000 Leased 1999
Limerick, Ireland............................................ 16,000 Leased 2020
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SQUARE OWNED OR EXPIRATION
LOCATION FOOTAGE LEASED DATE
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COMMERCIAL PRODUCTS SEGMENT
Van Wert, OH................................................. 110,000 Owned(1) N/A
Limerick, PA................................................. 110,000 Owned N/A
Hagerstown, MD............................................... 103,000 Owned(1) N/A
Waterbury, CT................................................ 99,000 Leased 1998
Eufaula, AL.................................................. 98,000 Owned N/A
Hillsdale, MI................................................ 75,000 Owned(1) N/A
Willis, TX................................................... 65,000 Owned(1) N/A
Woburn, MA................................................... 62,000 Leased 1999
Lebanon, VA.................................................. 52,000 Owned(1) N/A
Suffield, CT................................................. 50,000 Leased 1998
Vancouver, B.C., Canada...................................... 30,000 Owned N/A
Sarasota, FL................................................. 25,000 Owned N/A
Troy, MI..................................................... 20,000 Leased 1994
Poole, England............................................... 20,000 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 530,000
square feet of warehousing, manufacturing and office space located in the United
States, Canada and Europe.
ITEM 3. LEGAL PROCEEDINGS
Two subsidiaries of the Company have been identified as potentially
responsible parties (PRPs) in connection with the Casmalia Resources Hazardous
Waste Management Facility. The Company has joined a group of other PRPs,
predominately in the aerospace defense industry, to negotiate with the United
States Environmental Protection Agency a good faith offer to take over
responsibility for a program of closure and post-closure care of the site. The
PRPs from the aerospace defense industry are currently engaged in negotiations
with a second PRP group with the aim of providing a common negotiating front
with the Environmental Protection Agency.
In the opinion of the Company's management, based on the current allocation
formula and the facts presently known, the ultimate outcome of this
environmental matter will not result in a liability material to the Company's
consolidated financial condition or results of operations.
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 Financial Data" on page 27 of the Company's 1993 Annual
Report to Shareholders for market price and dividend information. Also see the
Note entitled "Borrowings and Leases" on page 24 of such Annual Report for
certain dividend restrictions under loan agreements, all of which information is
incorporated herein by reference. The Company had approximately 1,600 registered
shareholders at February 1, 1994.
ITEM 6. SELECTED FINANCIAL DATA
See pages 28 through 31 of the Company's 1993 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 "Financial Review" on pages 32 through 37 of
the Company's 1993 Annual Report to Shareholders, which information is
incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See pages 19 through 27 of the Company's 1993 Annual Report to
Shareholders, which pages are incorporated herein by reference.
ITEM 9. DISAGREEMENTS 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 1994 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 pages 4 and 5, 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" and
"Executive Compensation and Other Information" on pages 4 through 9 of the
Company's Proxy Statement for its 1994 Annual Meeting, which information is
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
See "Security Ownership of Certain Beneficial Owners and Management" on
pages 1 and 2 and "Election Of Directors" on pages 2 and 3 of the Company's
Proxy Statement for its 1994 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 9 of the Company's Proxy Statement for its 1994 Annual Meeting,
which information is incorporated herein by reference.
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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:
A Form 8-K was filed on January 5, 1994, as amended February 24, 1994
in connection with the acquisition of certain assets and the assumption
of certain liabilities of Edward Weck Incorporated.
(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) and 33-34753
(filed May 10, 1990):
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
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 LENNOX K. BLACK
------------------------------------
Lennox K. Black
(Principal Executive Officer)
By HAROLD L. ZUBER, JR.
------------------------------------
Harold L. Zuber, Jr.
(Principal Financial and 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
Lewis E. Hatch, Jr. Director
Palmer E. Retzlaff Director
Donald Beckman Director
John H. Remer Director
Lewis W. Bluemle, Jr., M.D. Director
Sigismundus W. W. Lubsen Director
James W. Stratton Director
David S. Boyer Director
By STEVEN K. CHANCE
------------------------------------
Steven K. Chance
Attorney-in-Fact
Dated: March 25, 1994
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TELEFLEX INCORPORATED
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements together with the report thereon of
Price Waterhouse dated February 9, 1994 on pages 19 to 27 of the accompanying
1993 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 1993 Annual
Report to Shareholders is not to be deemed filed as part of this report. The
following Financial Statement Schedules together with the report thereon of
Price Waterhouse dated February 9, 1994 on page 11 should be read in conjunction
with the consolidated financial statements in such 1993 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 SCHEDULES
Schedules:
PAGE
----
II Amounts receivable from related parties....................................... 12
V Property, plant and equipment................................................. 12
VI Accumulated depreciation of property, plant and equipment..................... 13
VIII Valuation and qualifying accounts............................................. 13
IX Short-term borrowings......................................................... 13
X Supplementary income statement information.................................... 13
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REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULES
To the Board of Directors
of Teleflex Incorporated
Our audits of the consolidated financial statements referred to in our report
dated February 9, 1994 appearing on page 27 of the 1993 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 Schedules listed in Item 14(a)
of this Form 10-K. In our opinion, these Financial Statement Schedules present
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.
PRICE WATERHOUSE
Thirty South Seventeenth Street
Philadelphia, Pennsylvania 19103
February 9, 1994
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectuses
constituting part of the Registration Statements on Form S-8 (No. 2-84148, No.
2-98715 and No. 33-34753) of Teleflex Incorporated of our report dated February
9, 1994 appearing on page 27 of the 1993 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 Schedules,
which appears above.
PRICE WATERHOUSE
Thirty South Seventeenth Street
Philadelphia, Pennsylvania 19103
March 25, 1994
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TELEFLEX INCORPORATED
SCHEDULE II -- AMOUNTS RECEIVABLE FROM RELATED PARTIES
DEDUCTIONS
-----------------------
BALANCE AT AMOUNTS AMOUNTS BALANCE AT
NAME OF DEBTOR BEGINNING OF YEAR ADDITIONS COLLECTED WRITTEN OFF END OF YEAR
- --------------------------------- ----------------- --------- --------- ----------- -----------------
Nouveau International, Inc.
1993............ $ 1,362,500 $ 564,500 -0- $ (947,000) $ 980,000
1992............ $ 512,500 $ 850,000 -0- -0- $ 1,362,500
1991............ -0- $ 512,500 -0- -0- $ 512,500
SCHEDULE V -- PROPERTY, PLANT AND EQUIPMENT
FOR THE YEAR ENDED DECEMBER 26, 1993
BALANCE AT RETIREMENTS, BALANCE AT
BEGINNING ADDITIONS AT SALES AND END OF
OF YEAR COST* TRANSLATION EFFECT YEAR
------------ ------------ ------------------ ------------
Land, buildings and improvements........ $ 87,312,400 $ 8,606,700 $ (452,200) $ 95,466,900
Machinery and equipment................. 192,802,400 77,477,500 (5,999,900) 264,280,000
Furniture and fixtures.................. 17,154,600 5,701,200 (3,000,900) 19,854,900
Work orders in progress................. 3,627,500 1,009,300 (1,429,200) 3,207,600
------------ ------------ ------------------ ------------
$300,896,900 $ 92,794,700 $(10,882,200) $382,809,400
------------ ------------ ------------------ ------------
------------ ------------ ------------------ ------------
- ---------------
* Includes $64,037,400 in connection with acquisitions.
FOR THE YEAR ENDED DECEMBER 27, 1992
BALANCE AT RETIREMENTS, BALANCE AT
BEGINNING ADDITIONS AT SALES AND END OF
OF YEAR COST* TRANSLATION EFFECT YEAR
------------ ------------ ------------------ ------------
Land, buildings and improvements........ $ 79,339,500 $ 10,016,400 $ (2,043,500) $ 87,312,400
Machinery and equipment................. 169,332,300 33,147,100 (9,677,000) 192,802,400
Furniture and fixtures.................. 13,718,500 3,471,900 (35,800) 17,154,600
Work orders in progress................. 6,596,100 2,870,800 (5,839,400) 3,627,500
------------ ------------ ------------------ ------------
$268,986,400 $ 49,506,200 $(17,595,700) $300,896,900
------------ ------------ ------------------ ------------
------------ ------------ ------------------ ------------
- ---------------
* Includes $25,676,200 in connection with acquisitions.
FOR THE YEAR ENDED DECEMBER 29, 1991
BALANCE AT RETIREMENTS, BALANCE AT
BEGINNING ADDITIONS AT SALES AND END OF
OF YEAR COST* TRANSLATION EFFECT YEAR
------------ ------------ ------------------ ------------
Land, buildings and improvements........ $ 74,493,200 $ 8,559,100 $ (3,712,800) $ 79,339,500
Machinery and equipment................. 147,463,800 27,139,100 (5,270,600) 169,332,300
Furniture and fixtures.................. 11,755,800 2,137,700 (175,000) 13,718,500
Work orders in progress................. 2,001,700 4,570,600 23,800 6,596,100
------------ ------------ ------------------ ------------
$235,714,500 $ 42,406,500 $ (9,134,600) $268,986,400
------------ ------------ ------------------ ------------
------------ ------------ ------------------ ------------
- ---------------
* Includes $19,457,000 in connection with acquisitions.
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TELEFLEX INCORPORATED
SCHEDULE VI -- ACCUMULATED DEPRECIATION
OF PROPERTY, PLANT AND EQUIPMENT
BALANCE AT RETIREMENTS, BALANCE AT
BEGINNING CHARGED TO SALES AND END OF
FOR THE YEAR ENDED OF YEAR INCOME TRANSLATION EFFECT YEAR
- ---------------------------------- ------------ ----------- ------------------ ------------
December 26, 1993................. $101,304,600 $26,146,800 $ (6,062,900) $121,388,500
December 27, 1992................. $ 90,187,100 $19,958,100 $ (8,840,600) $101,304,600
December 29, 1991................. $ 76,128,600 $17,473,500 $ (3,415,000) $ 90,187,100
SCHEDULE VIII -- 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, 1993........................ $2,701,100 $1,151,100 $(1,499,500) $2,352,700
December 27, 1992........................ $2,418,600 $1,954,700 $(1,672,200) $2,701,100
December 29, 1991........................ $1,849,800 $1,873,600 $(1,304,800) $2,418,600
SCHEDULE IX -- SHORT-TERM BORROWINGS
WEIGHTED
WEIGHTED MAXIMUM AVERAGE AVERAGE
BALANCE AT INTEREST AMOUNT AMOUNT DURING
END OF RATE AT DURING THE DURING THE THE
YEAR YEAR END YEAR YEAR YEAR*
----------- -------- ----------- ----------- --------
1993
Bank Demand Loans.............. $55,737,500 6% $55,737,500 $47,509,900 7%
1992
Bank Demand Loans.............. $39,448,000 8% $48,110,000 $41,527,000 8%
1991
Bank Demand Loans.............. $41,880,800 9% $41,880,800 $32,980,600 8%
- ---------------
* Determined using average of month-end balances.
SCHEDULE X -- SUPPLEMENTARY INCOME STATEMENT INFORMATION
FOR THE YEAR ENDED
----------------------------------------------
DECEMBER 26, DECEMBER 27, DECEMBER 29,
1993 1992 1991
------------ ------------ ------------
Depreciation of plant assets........................ $ 26,146,800 $ 19,958,100 $ 17,473,500
Taxes, other than income taxes...................... $ 22,780,221 $ 18,788,700 $ 15,865,700
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