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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED NOVEMBER 27, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM
------------------------------------
COMMISSION FILE NUMBER 0-3801
CLARCOR Inc.
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(Exact name of registrant as specified in its charter)
DELAWARE 36-0922490
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2323 Sixth Street, P.O. Box 7007, Rockford, Illinois 61125
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 815-962-8867
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Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Common Stock, par value $1.00 per share New York Stock
Exchange
Preferred Stock Purchase Rights
Securities registered pursuant to Section 12(g) of the Act:
None
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(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 such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes _X_ No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]
The aggregate market value (based on the closing price of registrant's Common
Stock on February 1, 1994 as reported on the New York Stock Exchange Composite
Transactions) of the voting stock held by non-affiliates of the registrant as at
February 1, 1994 is $307,443,549.
The number of outstanding shares of common stock, as of February 1, 1994 is
14,828,169 shares.
Certain portions of the registrant's 1993 Annual Report to Shareholders are
incorporated by reference in Parts I, II and IV. Certain portions of the
registrant's Proxy Statement dated February 24, 1994 for the Annual Meeting of
Shareholders to be held on March 31, 1994 are incorporated by reference in Part
III.
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
(A) GENERAL DEVELOPMENT OF BUSINESS
CLARCOR Inc. ("CLARCOR") was organized in 1904 as an Illinois corporation
and in 1969 was reincorporated in the State of Delaware. As used herein, the
"Company" refers to CLARCOR and its subsidiaries unless the context otherwise
requires.
In fiscal 1991, CLARCOR converted from a fiscal year ending on November 30
to a fiscal year ending on the Saturday closest to November 30. For fiscal year
1993, the year ended on November 27, 1993 and for fiscal year 1992 the year
ended on November 28, 1992. In this Form 10-K, all references to fiscal year
ends will be stated as November 30 for consistency of presentation.
(I) CERTAIN SIGNIFICANT EVENTS.
On December 31, 1992, CLARCOR completed the sale of its Precision
Products Group to a privately held company. The sale was deemed to be
effective as of November 30, 1992. The Precision Products Group manufactured
and sold springs and tubular products for original equipment markets.
On April 30, 1993 the Company purchased all of the outstanding shares of
Airguard Industries, Inc. for cash. Airguard is a leading international
producer and distributor of air filtration products. With five manufacturing
plants, Airguard makes a broad line of air filters and markets them through
a network of more than 500 distributors throughout the world.
Airguard primarily serves the commercial, industrial and institutional
markets by providing air filters for heating, ventilation and environmental
control systems. Airguard's principal manufacturing facility is in New
Albany, Indiana, with other manufacturing and assembly plants located in
Louisville, Kentucky; Corona, California; Garland, Texas; and Tijuana,
Mexico. Airguard also has seven factory-owned distribution centers located
in key major markets. Annual sales approximate $40 million.
On June 25, 1993, the Company purchased substantially all of the assets
and business of Guardian Filter Company, a manufacturer of filters for
liquids based in Louisville, Kentucky, for cash. The purchase was deemed to
be effective as of June 1, 1993. Guardian Filter's filtration products serve
the automotive, railroad and industrial markets. Annual sales approximate $8
million.
Effective January 31, 1994, the Company sold the assets and ongoing
business of OilpureSystems for cash. OilpureSystems is engaged in
manufacturing and purification of industrial process oils. The transaction
will have no material effect on the Company's results of operations for
fiscal 1994.
(II) SUMMARY OF BUSINESS OPERATIONS.
During 1993, the Company conducted business in two principal industry
groups: (1) Filtration Products and (2) Consumer Products.
FILTRATION PRODUCTS. Filtration Products include filters used primarily in
the replacement market in the trucking, construction, industrial, farm
equipment, diesel locomotive, automotive and environmental industries. It also
includes filters used in clean room applications in the medical, pharmaceutical
and food and beverage processing industries. The Company's Filtration Products
include filters for oil, air, fuel, coolants and hydraulic fluids for trucks,
automobiles, construction and industrial equipment, locomotives, marine and farm
equipment.
The Company distributes filters and filtration products throughout Europe
through its Baldwin Filters N.V. and Baldwin Filters Limited subsidiaries. The
Company also owns 20% of the outstanding
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Common Stock of G.U.D. Holdings Limited ("GUD") and has a 50-50 joint venture
with GUD named Baldwin Filters (Aust.) Pty. Ltd. to market heavy duty liquid and
air filters in Australia and New Zealand.
CONSUMER PRODUCTS. Consumer Products include a wide variety of custom
styled containers and packaging items used primarily by the food, spice, drug,
toiletries, tobacco and chemical specialties industries. The Company's Consumer
Products consist of lithographed metal containers, flat sheet decorating,
combination metal and plastic containers, plastic closures, collapsible metal
tubes, composite containers and various specialties, such as spools for wire and
cable, dispensers for razor blades and outer shells for dry cell batteries.
(B) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
Business segment information for the fiscal years 1991 through 1993 is
included on page 45 of the Company's 1993 Annual Report to Shareholders (the
"Annual Report"), is incorporated herein by reference and is filed as part of
Exhibit 13(a)(vi) to this 1993 Annual Report on Form 10-K ("1993 Form 10-K").
(C) NARRATIVE DESCRIPTION OF THE BUSINESS
FILTRATION PRODUCTS
The Company's filtration products business is conducted by the Filtration
Products Group which includes the following wholly-owned subsidiaries: Baldwin
Filters, Inc.; Airguard Industries, Inc.; Clark Filter, Inc.; CLARCOR Air
Filtration, Inc.; Guardian Filter Company; MicroPure Filtration, Inc.; Baldwin
Filters N.V.; and Baldwin Filters Limited. In addition, the Company owns (i) 20%
of GUD, and (ii) 50% of Baldwin Filters (Aust.) Pty. Ltd., and (iii) 60% of
PleaTech Co. PleaTech is a technology and manufacturing joint venture for
extended life, high-efficiency filters.
The Company markets a line of over 4,000 types of oil, air, fuel, coolant
and hydraulic fluid filters. The Company's filters are used in a wide variety of
applications including engines, equipment, environmentally controlled areas and
processes where effectiveness, reliability and durability are essential. Impure
air or fluid impinge upon a paper, cotton, synthetic, chemical or membrane
filter media which collects the impurities which are disposed of when the filter
is changed. Paper filters have pleated paper elements held in specially treated
paper or metal containers and the cotton and synthetic filters use wound or
compressed fibers with high absorption characteristics. The Company's filters
are sold throughout the United States and Canada and world-wide, primarily in
the replacement market for truck, automobile, marine, construction, industrial
and farm equipment and food and beverage processing. In addition, some filters
are sold to the original equipment market.
CONSUMER PRODUCTS
The Company's consumer products business is conducted by the Consumer
Products Group which includes the Company's wholly-owned subsidiary, J. L.
Clark, Inc. ("J. L. Clark").
In fiscal 1993 over 1,500 different types and sizes of containers and metal
packaging specialties were manufactured for the Company's customers. Flat sheet
decorating is provided by use of state-of-the-art lithography equipment. Metal,
plastic and paper containers and plastic closures manufactured by the Company
are used in marketing a wide variety of dry and paste form products, such as
food specialties (tea, spices, dry bakery products, potato chips, pretzels,
candy and other confections); cosmetics and toiletries; drugs and
pharmaceuticals; chemical specialties (hand cleaners, soaps and special cleaning
compounds); and tobacco products. Metal packaging specialties include shells for
dry batteries, dispensers for razor blades, spools for insulated and fine wire,
and custom decorated flat steel sheets.
Containers and metal packaging specialties are manufactured only upon orders
received from customers and individualized containers and packaging specialties
are designed and manufactured, usually with distinctive decoration, to meet each
customer's marketing and packaging requirements and specifications.
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Through the Tube Division of J. L. Clark, the Company manufactures
collapsible metal tubes for packaging ointments, artists' supplies, adhesives,
cosmetic creams and other viscous materials. Over 150 types and sizes of
collapsible metal tubes are manufactured. Tubes are custom manufactured from
aluminum to the customer's specifications as to size, shape, neck design and
decoration. Both coating and lithographic tube printing decoration techniques
are used.
DISTRIBUTION
Filtration Products are sold primarily through a combination of independent
distributors and dealers for original equipment manufacturers. The Australian
joint venture markets heavy duty filtration products through the distributors of
GUD, the Company's joint venture partner. Baldwin filters are distributed in
Canada by the largest Canadian distributor of heavy duty filters.
Consumer Products Group salespersons call directly on customers and
prospective customers for containers and packaging specialties. Each salesperson
is trained in all aspects of the Company's manufacturing processes with respect
to the products sold and as a result is qualified to consult with customers and
prospective customers concerning the details of their particular requirements.
CLASS OF PRODUCTS
The percentage of the Company's sales volume contributed by each class of
similar products within the Company's Consumer Products Group which contributed
10% or more of sales is as follows:
1993 1992 1991
---- ---- ----
Containers.................... 24% 24% 26%
No class of products within the Company's Filtration Products Group accounted
for as much as 10% of the total sales of the Company.
RAW MATERIAL
Steel (black plate and tin plate), filter media, aluminum sheet and coil,
stainless steel, MB hard drawn and oil tempered wire, chrome vanadium, chrome
silicon, resins and aluminum slugs for tubes, roll paper, bulk and roll plastic
materials and cotton, wood and synthetic fibers are the most important raw
materials used in the manufacture of the Company's products. All of these are
purchased or are available from a variety of sources. The Company has no
long-term purchase commitments. The Company did not experience shortages in the
supply of raw materials during 1993.
PATENTS
Certain features of some of the Company's Filtration and Consumer products
are covered by domestic and, in some cases, foreign patents or patent
applications. While these patents are valuable and important for certain
products, the Company does not believe that its competitive position is
dependent upon patent protection.
CUSTOMERS
The largest 10 customers of the Filtration Products Group accounted for
14.9% of the $156,165,000 of fiscal year 1993 sales of such Group.
The largest 10 customers of the Consumer Products Group accounted for 42.7%
of the $69,154,000 of fiscal year 1993 sales of such Group.
No single customer accounted for 10% or more of the Company's consolidated
1993 sales.
BACKLOG
At November 30, 1993, the Company had a backlog of firm orders for products
amounting to approximately $25,100,000. The comparable backlog figure for 1992
was approximately $20,100,000. All of the orders on hand at November 30, 1993
are expected to be filled during fiscal 1994. The Company's backlog is not
subject to significant seasonal fluctuations.
COMPETITION
The Company encounters strong competition in the sale of all of its
products.
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In the Filtration Products Group, the Company competes in a number of
markets against a variety of competitors. The Company is unable to state its
relative competitive position in all of these markets due to a lack of available
industry-wide data. However in the replacement market for heavy duty liquid and
air filters used in internal combustion engines the Company believes that it is
among the top five measured by annual sales with a market share of approximately
13%. In addition, the Company believes that it is the largest manufacturer of
liquid and air filters for diesel locomotives.
In the Consumer Products Group, its principal competitors are approximately
10 manufacturers whose sales and product lines are smaller than the Company's
and who often compete on a regional basis only. In the Consumer Products market,
strong competition is also presented by manufacturers of paper, plastic and
glass containers. The Company's competitors generally manufacture and sell a
wide variety of products in addition to packaging products of the type produced
by the Company and do not publish separate sales figures relative to these
competitive products. Consequently, the Company is unable to state its relative
competitive position in those markets.
The Company believes that it is able to maintain its competitive position
because of the quality of its products and services.
PRODUCT DEVELOPMENT
The Company's laboratories test filters, containers, filter components,
paints, inks, varnishes, adhesives and sealing compounds to insure high quality
manufacturing results, aid suppliers in the development of special finishes and
conduct controlled tests of finishes and newly designed filters and containers
being perfected for particular uses. Product development departments are
concerned with the improvement of existing filters, consumer products and the
creation of new and individualized filters, containers and consumer products, in
order to broaden the uses of these items, counteract obsolescence and evaluate
other products available in the marketplace. During fiscal 1993, construction
was completed on a new 25,000 square foot technical center in Kearney, Nebraska
to enhance the technology in the heavy duty filter industry.
In fiscal 1993, the Company employed 45 professional employees on a
full-time basis on research activities relating to the development of new
products or the improvement or redesign of its existing products. During this
period the Company spent approximately $2,824,000 on such activities as compared
with $2,248,000 for 1992 and $2,159,000 for 1991.
ENVIRONMENTAL FACTORS
The Company is not aware of any facts which would cause it to believe that
it is in material violation of existing applicable standards respecting
emissions to the atmosphere, discharges to waters, or treatment, storage and
disposal of solid or hazardous wastes. There are no pending material claims or
actions against the Company alleging violations of such standards.
The Company does anticipate, however, that it may be required to install
additional pollution control equipment to augment existing equipment in the
future in order to meet applicable environmental standards. The Company is
presently unable to predict the timing or the cost of such equipment and cannot
give any assurance that the cost of such equipment may not have an adverse
effect on earnings.
EMPLOYEES
As of November 30, 1993, the Company had approximately 2,062 employees.
(D) FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT
SALES
Foreign sales were not material in any of the fiscal years ended November
30, 1993, 1992 or 1991.
Export sales for the fiscal years ended November 30, 1993, 1992 and 1991
were $18,008,000, $10,882,000 and $10,175,000, respectively.
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ITEM 2. PROPERTIES.
(I) LOCATION
The corporate office building located in Rockford, Illinois, houses the
Corporate offices and the Group offices for the Filtration and Consumer Products
headquarters in 32,000 square feet of office space.
FILTRATION PRODUCTS. The following is a description of the principal
properties owned and utilized by the Company in conducting its Filtration
Products business:
The Baldwin Filters' Kearney, Nebraska plant contains 410,000 square feet of
manufacturing and warehousing space, 25,000 square feet of research and
development space, and 40,000 square feet of office space. It is located on a
site of approximately 40 acres.
Airguard Industries has five manufacturing locations. It leases 167,000
square feet in New Albany, Indiana on a 8.5 acre tract of land, 20,000 square
feet in Louisville, Kentucky on a 2.5 acre tract of land, 15,000 square feet in
Garland, Texas on a .7 acre tract of land, and 15,000 square feet in Tijuana,
Mexico on a .7 tract of land. Airguard owns a 38,000 square foot manufacturing
facility on a 1.8 acre tract of land in Corona, California.
Airguard sales outlets with warehousing are located in Louisville, Kentucky;
Cincinnati, Ohio; Nashville, Tennessee; Atlanta, Georgia; Birmingham, Alabama;
Dallas, Texas; and Corona, California.
The Company also manufactures Clark and HEFCO brand filters at the Hempfield
Division plant located in Lancaster, Pennsylvania on an 11.4-acre tract of land.
The building, constructed about 1968, contains 168,000 square feet of
manufacturing and office space.
The Guardian Filter plant, located in Louisville, Kentucky on a 7.5 acre
tract of land, contains 73,000 square feet of manufacturing and office
facilities.
The Company assembles MicroPure products in 5,000 square feet of
manufacturing and laboratory space in its Rockford, Illinois facilities.
The Company has a capital lease for a 100,000 square foot manufacturing
facility on a site of 20 acres in Gothenburg, Nebraska.
CONSUMER PRODUCTS. The following is a description of the principal
properties owned and utilized by the Company in conducting its Consumer Products
business: The Company's J. L. Clark, Rockford, Illinois plant, located on 34
acres, consists of one-story manufacturing buildings, the first of which was
constructed in 1910. Since then a number of major additions have been
constructed and an injection molding plant was constructed in 1972.
Approximately 429,000 square feet of floor area are devoted to manufacturing,
warehouse and office use. Of the 34 acres, approximately 12 are vacant.
A J. L. Clark plant is located in Lancaster, Pennsylvania on approximately
11 acres. It consists of a two-story office building containing approximately
7,500 square feet of floor space and a manufacturing plant and warehouse
containing 236,000 square feet of floor space, most of which is on one level.
These buildings were constructed between 1924 and 1964.
The J. L. Clark Tube Division's manufacturing plant is located in Downers
Grove, Illinois on a 5-acre tract of land. The one-story building, constructed
in 1963, currently contains 58,000 square feet of floor space and can be
expanded by an additional 100,000 square feet under present zoning ordinances.
The various properties owned by the Company are considered by it to be in
good repair and well maintained. All of the manufacturing facilities are
adequate for the current sales volume of the Company's products and can
accommodate significant expansion of production levels before plant additions
are required.
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(II) FUNCTION
FILTRATION PRODUCTS. Oil, air, fuel, hydraulic fluid and coolant filters
are produced at Baldwin in Kearney, and Gothenburg, Nebraska. Much of the
Baldwin plant equipment has been built or modified by Baldwin. The various
processes of pleating paper, winding cotton and synthetic fibers, placing the
filter element in a metal or fiber container and painting the containers are
mechanized but require manual assistance. The plant also maintains an inventory
of special dies and molds for filter manufacture.
Air filters for the environmental market are produced in the Airguard and
Guardian facilities.
Oil, air and fuel filters primarily for use in the railroad industry are
produced at Clark Filter in Lancaster, Pennsylvania. This facility also produces
ASHRAE rated and HEPA filters for HEFCO which are used in medical,
pharmaceutical and clean room applications. This plant supplies some of the
Company's filter customers in the United States as well as foreign markets. The
Company serves the food and beverage markets through its MicroPure brand.
CONSUMER PRODUCTS. The Company's metal, combination metal and plastic
packaging products are produced in J. L. Clark plants located in Rockford,
Illinois, and Lancaster, Pennsylvania. The Rockford and Lancaster metal
container plants are completely integrated facilities which include creative and
mechanical art departments and photographic facilities for color separation,
preparation of multiple-design negatives and lithographing plates. Metal sheets
are decorated on high speed coating machines and lithographing presses connected
with conveyor ovens. Decorated sheets are then cut to working sizes on shearing
equipment, following which fabrication is completed by punch presses,
can-forming and can-closing equipment and other specialized machinery for
supplementary operations. Most tooling for fabricating equipment is designed and
engineered by the Company's engineering staffs, and much of it is produced in
the Company's tool rooms.
Plastic packaging capabilities include printing and molding of irregular
shaped plastic containers and customized plastic closures. J. L. Clark is the
only company in the packaging industry to mold and offset lithograph a one-piece
irregular shaped semi-rigid plastic container with a living hinge cover. A
growing area of specialty is custom-designed plastic closures for products which
have tamper-evidency as well as convenience features.
Collapsible metal tubes are produced at the J. L. Clark Tube Division plant
in Downers Grove, Illinois from aluminum slugs on fully-automated production
lines which consist of extrusion presses, trimming machines, annealing ovens,
coating machines, printing presses and capping machines. When necessary for
customer specifications, tubes can be internally waxed or lined in order to
achieve chemical compatibility with products to be packed.
Composite containers of both spiral and convolute construction, as well as
some specialty items, are produced at J. L. Clark divisions in Rockford,
Illinois and Lancaster, Pennsylvania.
ITEM 3. LEGAL PROCEEDINGS.
In December, 1992, a jury trial resulted in a judgment against the Company
in the amount of $4,900,000. GERALD D. FLOWERS MFG. REP., INC. AND GERALD D.
FLOWERS v. J.A. BALDWIN MFG. CO., BALDWIN FILTERS, INC., CLARCOR FILTRATION
PRODUCTS INC. AND CLARCOR INC., Case No. 30,323, District Court of Harden County
Texas, 88th Judicial District. In November 1993, the district court in Texas
ordered that a joint motion filed by the two parties to dismiss the judgment be
granted, that the judgment of the trial court be vacated, and that the cause be
remanded to the trial court for entry of a take-nothing judgment pursuant to a
settlement agreement by the two parties.
Two additional lawsuits have been filed by former distributors of Baldwin
filters. F.W. MORRIS AGENCY, INC. AND F.W. MORRIS v. BALDWIN FILTERS, INC.,
Civil Action No. 93-108-ATH(DF) United States District Court for the Middle
District of Georgia, Athens Division; JOHN NIEMEYER v. J.A. BALDWIN MFG. CO., ET
AL., Case No. CV 93-21818, Circuit Court of Jackson County, Missouri. Generally,
the plaintiffs in these actions seek damages for alleged breach of oral
contracts pursuant to which they acted as
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independent sales representatives for Baldwin filters. The Company intends to
vigorously defend each of these actions and believes that it has fully
discharged any and all obligations to these plaintiffs. In management's opinion
these cases, when concluded, will not have any material adverse effect on the
consolidated financial position of the Company.
There are no other material pending legal proceedings (other than ordinary
routine litigation incidental to the Company's business) to which the Company is
a party or of which any of its property is the subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ADDITIONAL ITEM: EXECUTIVE OFFICERS OF THE REGISTRANT
AGE AT YEAR ELECTED
NAME 11/30/93 TO OFFICE
- ------------------------------------------------------------------------------------------- ------------- -------------
Lawrence E. Gloyd.......................................................................... 61 1991
Chairman, President and Chief Executive Officer. Mr. Gloyd was elected President and
Chief Operating Officer in 1986, President and Chief Executive Officer in 1988 and
Chairman, President and Chief Executive Officer in 1991.
L. Paul Harnois............................................................................ 62 1991
Senior Vice President and Chief Financial Officer. Mr. Harnois was elected Vice President
and Chief Financial Officer in 1987 and Senior Vice President and Chief Financial Officer
in 1991.
Ronald A. Moreau........................................................................... 46 1989
Group Vice President-CLARCOR Consumer Products Group and President of J. L. Clark, Inc.
Mr. Moreau has been employed by the Company since 1986. He was Vice President of Operations
for the J. L. Clark subsidiary from 1986 to 1989. He was elected Group Vice
President-Consumer Products Group and President of J. L. Clark, Inc. in 1989.
Norman E. Johnson.......................................................................... 45 1992
Group Vice President-CLARCOR Filtration Products Group and President-Baldwin Filters,
Inc. Mr. Johnson has been employed by the Company since 1990. He was elected
President-Baldwin Filters, Inc. in 1990, Vice President-CLARCOR in 1992, and Group Vice
President-Filtration Products Group in 1993.
William F. Knese........................................................................... 45 1991
Vice President, Treasurer and Controller. Mr. Knese has been employed by the Company
since 1979. He was elected Vice President, Treasurer and Controller in 1991.
Marshall C. Arne........................................................................... 63 1991
Vice President-Secretary. Mr. Arne has been employed by the Company in various
administrative positions since 1955. He was elected Vice President-Secretary in 1991.
David J. Lindsay........................................................................... 38 1991
Vice President-Group Services. Mr. Lindsay has been employed by the Company in various
administrative positions since 1987. He was elected Vice President-Group Services in 1991.
David J. Anderson.......................................................................... 53 1993
Vice President-Corporate Development. Mr. Anderson has been employed by the Company since
1990. He was elected Vice President Marketing & Business Development for the CLARCOR
Filtration Products subsidiary in 1991 and Vice President-Corporate Development in 1993.
8
Each executive officer of the Company is elected for a term of one year
which begins at the Board of Directors Meeting at which he is elected, held
following the Annual Meeting of Shareholders, and ends on the date of the next
Annual Meeting of Shareholders or upon the due election and qualification of his
successor.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER
MATTERS.
On March 18, 1992, the Company's Common Stock was listed on the New York
Stock Exchange; it is traded under the symbol CLC. Prior to that date the stock
was traded on the NASDAQ National Market System. The following table sets forth
the high and low market prices as quoted during the relevant periods by NASDAQ
and the New York Stock Exchange and dividends paid for each quarter of the last
two fiscal years.
MARKET PRICE
------------------
QUARTER ENDED HIGH LOW DIVIDEND
- ----------------------------------- ------- ------- --------
February 27, 1993.................. $19 1/4 $16 1/2 $ .150
May 29, 1993....................... 19 1/2 16 .150
August 28, 1993.................... 19 3/4 17 .155
November 27, 1993.................. 20 16 1/2 .155
--------
Total Dividend..................... $ .610
--------
--------
MARKET PRICE
------------------
QUARTER ENDED HIGH LOW DIVIDEND
- ----------------------------------- ------- ------- --------
February 29, 1992.................. $22 1/2 $17 $ .150
May 30, 1992....................... 21 3/4 15 .150
August 29, 1992.................... 20 16 3/4 .150
November 28, 1992.................. 19 1/8 15 5/8 .150
--------
Total Dividend..................... $ .600
--------
--------
The approximate number of holders of common stock of the Company as at
February 1, 1994 is 1,960.
ITEM 6. SELECTED FINANCIAL DATA.
The information required hereunder is set forth on pages 28 and 29 of the
Annual Report under the caption "13-Year Financial Summary", is incorporated
herein by reference and is filed as Exhibit 13a(ix) to this 1993 Form 10-K.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.
The information required hereunder is set forth on pages 18, 20, 22, 24, 25
and 26 of the Annual Report under the caption "Market-Focused Strategy:
1991-Present", is incorporated herein by reference and is filed as Exhibit
13a(x) to this 1993 Form 10-K.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Consolidated Financial Statements, the Notes thereto and the report
thereon of Coopers & Lybrand, independent accountants, required hereunder with
respect to the Company and its consolidated subsidiaries are set forth on pages
30 through 46, inclusive, of the Annual Report, are incorporated herein by
reference and is filed as Exhibits 13(a)(ii) through 13(a)(vii) to this 1993
Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Certain information required hereunder is set forth on pages 1 and 2 of the
Company's Proxy Statement dated February 24, 1994 (the "Proxy Statement") for
the Annual Meeting of Shareholders to be held on March 31, 1994 under the
caption "Election of Directors -- Nominees for Election to the Board" and is
incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION.
The information required hereunder is set forth on pages 6 through 14
inclusive, of the Proxy Statement under the caption "Compensation of Executive
Officers and Other Information" and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information required hereunder is set forth on pages 4 through 6 of the
Proxy Statement under the caption "Beneficial Ownership of the Company's Common
Stock" and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K.
(A) FINANCIAL STATEMENTS
The following financial information is incorporated herein by reference to
the Company's Annual Report to Shareholder's for the fiscal year ended November
30, 1993:
*Consolidated Balance Sheets at November 30, 1993 and 1992
*Consolidated Statements of Earnings for the years ended November 30, 1993,
1992 and 1991
*Consolidated Statements of Shareholders' Equity for the years ended
November 30, 1993, 1992 and 1991
*Consolidated Statements of Cash Flows for the years ended November 30,
1993, 1992 and 1991
*Notes to Consolidated Financial Statements
*Report of Independent Accountants
*Management's Report on Responsibility for Financial Reporting
*Filed herewith as part of Exhibit 13(a) to this 1993 Form 10-K
The following items are set forth herein on the pages indicated:
Report of Independent Accountants................................................................. F-1
Financial Statement Schedules:
V. Property, Plant and Equipment............................................... F-2
VI. Accumulated Depreciation and Amortization of Property, Plant and Equipment.. F-3
VIII. Valuation and Qualifying Accounts and Reserve............................... F-4
X. Supplementary Income Statement Information.................................. F-5
10
Financial statements and schedules other than those listed above are omitted for
the reason that they are not applicable, are not required, or the information is
included in the financial statements or the footnotes therein.
(B) There were no Reports on Form 8-K filed during the fourth quarter of the
fiscal year ended November 30, 1993.
(C) EXHIBITS
3.1 The registrant's Restated Certificate of Incorporation. Incorporated by reference
to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year
ended November 30, 1983.
3.1(a) Amendment to ARTICLE NINTH of Restated Certificate of Incorporation. Incorporated
by reference to Exhibit 3.1(a) to the Company's Annual Report on Form 10-K for the
fiscal year ended November 30, 1988 (the "1988 10-K").
3.1(b) Amendment changing name of Registrant to CLARCOR Inc. Incorporated by reference to
Exhibit 3.1(b) to the 1988 10-K.
3.1(c) Amendment to ARTICLE FOURTH of the Restated Certificate of Incorporation.
Incorporated by reference to Exhibit 3.1(c) to the Company's Annual Report on Form
10-K for the fiscal year ended November 30, 1990 (the "1990 10-K").
3.2 The registrant's By-laws, as amended.
4 Rights Agreement dated as of April 14, 1987 between the registrant and The First
National Bank of Chicago. Incorporated by reference to Exhibit 1 to the
Registrant's Current Report on Form 8-K dated April 20, 1986.
4.1 Amendment to Rights Agreement dated as of June 27, 1989. Incorporated by reference
to Exhibit 4 to the Company's Current Report on Form 8-K filed on August 14, 1989.
10.1* The registrant's Deferred Compensation Plan for Directors.
10.2* The registrant's Supplemental Retirement Plan.
10.3 The registrant's 1984 Stock Option Plan. Incorporated by reference to Exhibit A of
the Company's Proxy Statement dated March 2, 1984 for the Annual Meeting of
Stockholders held on March 31, 1984.
10.4 Employment Agreements with certain officers. Incorporated by reference to Exhibit 5
to the Company's Current Report on Form 8-K filed July 25, 1989.
10.5 The registrant's Directors' Restricted Stock Compensation Plan. Incorporated by
reference to Exhibit 10.5 to the 1990 10-K.
10.6 The registrant's Monthly Investment Plan. Incorporated by reference to Exhibit 10.6
to the 1990 10-K.
10.7 The registrant's Amended and Restated 1988 Long Range Performance Share Plan.
Incorporated by reference to Exhibit 10.7 to the 1990 10-K.
11 Computation of Per Share Earnings.
11
13 (a) The following items incorporated by reference herein from the Company's 1993 Annual
Report to Shareholder ("1993 Annual Report"), are filed as Exhibits to this 1993
Form 10-K:
(i) Business segment information for the fiscal years 1991 through 1993 set
forth on page 45 of the 1993 Annual Report (included in Exhibit 13(a)(vi)-Note N
to Notes to Consolidated Financial Statements);
(ii) Consolidated Balance Sheets of the Company and its Subsidiaries at November
30, 1993 and 1992 set forth on page 30 of the 1993 Annual Report;
(iii) Consolidated Statements of Earnings of the Company and its Subsidiaries for
the years ended November 30, 1993, 1992 and 1991 set forth on page 31 of the 1993
Annual Report;
(iv) Consolidated Statement of Shareholders' Equity for the Company and its
Subsidiaries for the years ended November 30, 1993, 1992 and 1991 set forth
on page 32 of the 1993 Annual Report;
(v) Consolidated Statements of Cash Flows of the Company and its Subsidiaries for
the years ended November 30, 1993, 1992 and 1991 set forth on page 33 of the 1993
Annual Report;
(vi) Notes to Consolidated Financial Statements set forth on pages 34 through 45
of the 1993 Annual Report;
(vii) Report of Independent Accountants set forth on page 46 of the 1993 Annual
Report;
(viii) Management's Report on Responsibility for Financial Reporting set forth on
page 47 of the 1993 Annual Report;
(ix) Information under the caption "13-Year Financial Summary" set forth on pages
28 and 29 of the 1993 Annual Report; and
(x) Management's Discussion and Analysis of Financial Condition and Results of
Operation set forth under the caption "Market-Focused Strategy: 1991-Present"
on pages 18, 20, 22, 24, 25 and 26 of the 1993 Annual Report.
21 Subsidiaries of the Registrant.
23 Consent of Independent Accountants.
- ------------------------
* Incorporated by reference to the Company's Annual Report on Form 10-K for the
fiscal year ended November 30, 1984, in which each Exhibit had the same number
as herein.
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CLARCOR Inc.
(Registrant)
By: LAWRENCE E. GLOYD
--------------------------------
Lawrence E. Gloyd
CHAIRMAN, PRESIDENT &
CHIEF EXECUTIVE OFFICER
Date: February 23, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Date: February 23, 1994 By: LAWRENCE E. GLOYD
---------------------------------------
Lawrence E. Gloyd
CHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER
AND DIRECTOR
Date: February 23, 1994 By: L. PAUL HARNOIS
---------------------------------------
L. Paul Harnois
SENIOR VICE PRESIDENT & CHIEF FINANCIAL
OFFICER
Date: February 23, 1994 By: WILLIAM F. KNESE
---------------------------------------
William F. Knese
VICE PRESIDENT, TREASURER, CONTROLLER & CHIEF
ACCOUNTING OFFICER
Date: February 23, 1994 By: J. MARC ADAM
---------------------------------------
J. Marc Adam
DIRECTOR
Date: February 23, 1994 By: MILTON R. BROWN
---------------------------------------
Milton R. Brown
DIRECTOR
Date: February 23, 1994 By: CARL J. DARGENE
---------------------------------------
Carl J. Dargene
DIRECTOR
13
Date: February 23, 1994 By: FRANK A. FIORENZA
---------------------------------------
Frank A. Fiorenza
DIRECTOR
Date: February 23, 1994 By: DUDLEY J. GODFREY, JR.
---------------------------------------
Dudley J. Godfrey, Jr.
DIRECTOR
Date: February 23, 1994 By: STANTON K. SMITH, JR.
---------------------------------------
Stanton K. Smith, Jr.
DIRECTOR
Date: February 23, 1994 By: RICHARD A. SNELL
---------------------------------------
Richard A. Snell
DIRECTOR
Date: February 23, 1994 By: DON A. WOLF
---------------------------------------
Don A. Wolf
DIRECTOR
14
REPORT OF INDEPENDENT ACCOUNTANTS
The Board of Directors and Shareholders
CLARCOR Inc.
Rockford, Illinois
Our report on the consolidated financial statements of CLARCOR Inc. has been
incorporated by reference in this Form 10-K from page 46 of the 1993 Annual
Report to Shareholders of CLARCOR Inc. In connection with our audits of such
financial statements, we have also audited the related financial statement
schedules listed on pages F-2 through F-5 of this Form 10-K.
In our opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information required to be
included therein.
COOPERS & LYBRAND
Rockford, Illinois
January 7, 1994
F-1
CLARCOR INC.
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
FOR THE YEARS ENDED NOVEMBER 30, 1993, 1992 AND 1991
(DOLLARS IN THOUSANDS)
COLUMN E
-----------
COLUMN B OTHER COLUMN F
----------- COLUMN C CHANGES -----------
COLUMN A BALANCE AT ------------- COLUMN D ADD BALANCE AT
- ---------------------------------------------- BEGINNING ADDITIONS ----------- (DEDUCT) END OF
CLASSIFICATION OF PERIOD AT COST RETIREMENTS DESCRIBE PERIOD
- ---------------------------------------------- ----------- ------------- ----------- ----------- -----------
1993:
Land.......................................... $ 1,113 $ 818 $ -- $ -- $ 1,931
Buildings and building fixtures............... 33,545 4,436 17 -- 37,964
Machinery and equipment....................... 56,590 11,875 799 -- 67,666
Assets in process............................. 3,934 759 -- -- 4,693
----------- ------------- ----------- ----------- -----------
$ 95,182 $ 17,888 (A) $ 816 -- $ 112,254
----------- ------------- ----------- ----------- -----------
----------- ------------- ----------- ----------- -----------
1992:
Land.......................................... $ 1,458 $ -- $ 345 $ -- $ 1,113
Buildings and building fixtures............... 37,616 1,754 5,825 -- 33,545
Machinery and equipment....................... 69,664 6,602 19,676 -- 56,590
Assets in process............................. 5,185 (906 ) 345 -- 3,934
----------- ------------- ----------- ----------- -----------
$ 113,923 $ 7,450 $ 26,191 (B) -- $ 95,182
----------- ------------- ----------- ----------- -----------
----------- ------------- ----------- ----------- -----------
1991:
Land.......................................... $ 1,458 $ -- $ -- $ -- $ 1,458
Buildings and building fixtures............... 35,661 2,011 56 -- 37,616
Machinery and equipment....................... 64,217 6,026 579 -- 69,664
Assets in process............................. 3,378 1,807 -- -- 5,185
----------- ------------- ----------- ----------- -----------
$ 104,714 $ 9,844 (C) $ 635 -- $ 113,923
----------- ------------- ----------- ----------- -----------
----------- ------------- ----------- ----------- -----------
NOTES:
(A) Includes additions of $7,670 relating to the acquisitions of Airguard
Industries and Guardian Filter in 1993.
(B) Includes $23,673 due to the sale of the Precision Products Group in 1992.
(C) Includes $1,716 relating to capitalized leases.
F-2
CLARCOR INC.
SCHEDULE VI - ACCUMULATED DEPRECIATION AND
AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
FOR THE YEARS ENDED NOVEMBER 30, 1993, 1992 AND 1991
(DOLLARS IN THOUSANDS)
COLUMN E
COLUMN C -----------
COLUMN B ----------- OTHER COLUMN F
----------- ADDITIONS COLUMN D CHANGES -----------
COLUMN A BALANCE AT CHARGED TO ----------- ADD BALANCE AT
- ---------------------------------------------------- BEGINNING COSTS AND RETIRE- (DEDUCT) END OF
DESCRIPTION OF PERIOD EXPENSES MENTS DESCRIBE PERIOD
- ---------------------------------------------------- ----------- ----------- ----------- ----------- -----------
1993:
Buildings and building fixtures $ 19,490 $ 1,479 $ 11 $ -- $ 20,958
Machinery and Equipment 40,108 4,337 785 -- 43,660
----------- ----------- ----------- ----------- -----------
$ 59,598 $ 5,816 796 -- $ 64,618
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
1992:
Buildings and building fixtures $ 20,302 $ 1,501 $ 2,313 -- $ 19,490
Machinery and Equipment 47,909 5,543 13,344 -- 40,108
----------- ----------- ----------- ----------- -----------
$ 68,211 $ 7,044 $ 15,657 (A) -- $ 59,598
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
1991:
Buildings and building fixtures $ 18,743 $ 1,602 43 -- $ 20,302
Machinery and Equipment 43,223 5,105 419 -- 47,909
----------- ----------- ----------- ----------- -----------
$ 61,966 $ 6,707 462 -- $ 68,211
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
NOTES:
(A) Includes $13,380 due to the sale of the Precision Products Group in 1992.
F-3
CLARCOR INC.
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE YEARS ENDED NOVEMBER 30, 1993, 1992 AND 1991
(DOLLARS IN THOUSANDS)
COLUMN C
----------------------------
ADDITIONS
----------------------------
COLUMN B COLUMN E
----------- (1) (2) -----------
COLUMN A BALANCE AT CHARGED TO CHARGED TO COLUMN D BALANCE AT
- ---------------------------------------------------- BEGINNING COSTS AND OTHER ------------- END OF
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
- ---------------------------------------------------- ----------- ------------- ------------- ------------- -----------
1993:
Allowance for losses on accounts receivable $ 788 $ 610 $ 650(B) $ 504(A) $ 1,544
1992:
Allowance for losses on accounts receivable $ 838 $ 647 $ (283)(C) $ 414(A) $ 788
1991:
Allowance for losses on accounts receivable $ 650 $ 403 $ -- $ 215(A) $ 838
NOTES:
(A) Bad debts written off during year, net of recoveries.
(B) Due to the acquisitions of Airguard Industries and Guardian Filter in 1993.
(C) Due to the sale of Precision Products Group in 1992.
F-4
CLARCOR INC.
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
FOR THE YEARS ENDED NOVEMBER 30, 1993, 1992 AND 1991
(DOLLARS IN THOUSANDS)
COLUMN B
CHARGED TO COSTS AND EXPENSES
-------------------------------------
COLUMN A 1993 1991
- --------------------------------------------------------------------------------------- ----------- -----------
1992
-----------
1. Maintenance and repairs..................................................... $ 4,035 $ 3,834 $ 4,154
2. a. Depreciation..................................................... $ 5,816 $ 7,044 $ 6,707
b. Amortization of intangible asset................................. $ 479 $ 643 $ 645
NOTE: Includes amounts in 1992 and 1991 related to Precision Products Group
which was sold effective November 30, 1992.
Items 3, 4 and 5 omitted as the amounts did not exceed one percent of
total sales and revenues in the related consolidated statements of
earnings.
F-5