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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 SEPTEMBER 30, 1995
Commission file number 0-5971
[ ] TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
WOODHEAD INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-1982580
(State or other jurisdiction of (I.R.S. Employer
of incorporation or organization) Identification Number)
2150 E. LAKE COOK RD., SUITE 400, BUFFALO GROVE, IL. 60089
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (708) 465-8300
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $1.00 NASDAQ - NATIONAL
COMMON STOCK PURCHASE RIGHTS MARKET SYSTEM
(Title of Class) (Exchange on which registered)
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
---- ----
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of November 25, 1995 was $168,708,784. Shares outstanding as
of November 25, 1995 were 10,382,079.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive proxy statement dated December 21,
1995, for the annual meeting of stockholders to be held January 26, 1996, and
portions of the Annual Report to Stockholders for the year ended September
30, 1995 are incorporated by reference in Parts I, II, III, and IV.
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ANNUAL REPORT FORM 10-K
FOR THE YEAR ENDED SEPTEMBER 30, 1995
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
TABLE OF CONTENTS
ITEM NO. PAGE
1. Business . . . . . . . . . . . . . . . . . . . . . . . . 2-4
2. Description of Property. . . . . . . . . . . . . . . . . 4
3. Legal Proceedings. . . . . . . . . . . . . . . . . . . . 5
4. Submission of Matters to a Vote of Securities Holders. . 5
5. Market for Registrant's Common Equity and Related
Stock Matters. . . . . . . . . . . . . . . . . . . . . 6-7
6. Selected Financial Data. . . . . . . . . . . . . . . . . 7
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . . 7
8. Financial Statements and Supplementary Data. . . . . . . 7
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure. . . . . . . . . . 7
10. Directors and Executive Officers of the Registrant . . . 8-9
11. Executive Compensation . . . . . . . . . . . . . . . . . 9
12. Security Ownership of Certain Beneficial Owners and
Management. . . . . . . . . . . . . . . . . . . . . . 9
13. Certain Relationships and Related Transactions . . . . . 9
14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K. (Index of Exhibits is on Pages 16-18) . . . 9-13
The term "Company" is used herein to refer to Woodhead
Industries, Inc. (the Registrant) and its subsidiaries
unless the context indicates otherwise.
1
PART I
ITEM 1. BUSINESS
GENERAL
Woodhead Industries, Inc. was incorporated in Illinois in 1922 and
reincorporated in Delaware in 1978. The corporation and its subsidiaries are
primarily engaged in the manufacture and sale of devices for the control and
distribution of electrical power for industry.
There were no material changes in the manner in which the Company
conducted its business during fiscal 1995.
INDUSTRY SEGMENTS
The Company consists of one business segment which can best be described
as specialty power and signaling devices. That segment accounted for 99% of
the sales and 97% of the earnings in 1995 and during the past five years has
averaged 98% of sales and 96% of earnings. Molded rubber products, an
immaterial business segment and therefore not reported separately, accounted
for the remainder of the sales and earnings.
PRODUCTS
The Company's products are designed for and used primarily in industrial
applications for the distribution of power, for signaling and for motion
control. They can be classified into three groups: electrical specialties,
reels and power systems, and molded rubber products. The electrical
specialty product classification includes, among other items, portable
handlamps, low-voltage safety lights, wiring devices, weatherproof
receptacles, circuit testers, portable power distribution equipment, pendant
push-button enclosures, general-purpose power and control connectors, and
custom copper and fiber optic cable assemblies. Reels and power systems
include such products as electric cord and cable reels, electric cable
festooning systems, collector rings, static discharge reels, tool balancers,
ergonomic workstations, hose reels, and multiple-cable carrier systems.
There is widespread applicability for the Company's products throughout
a broad range of industries such as petro-chemical, automotive, steel,
airline, chemical, food processing, utility, communications, mining, heavy
construction, health care, and recreation. A majority of the products are
used in plant maintenance and production with the balance becoming a
component part of another product.
2
PART I - CONT'D.
The percent of sales and income for the three product classifications
over the past five years is as follows:
Sales Income
---------------------------- ----------------------------
1995 1994 1993 1992 1991 1995 1994 1993 1992 1991
Electrical specialties 66 68 68 67 69 81 78 75 87 100
Reels and power systems 33 31 30 31 29 16 18 20 7 (4)
Molded rubber products 1 1 2 2 2 3 4 5 6 4
DISTRIBUTION
All of the Company's products are of heavy-duty, industrial grade. These
products are sold directly to users, to original equipment manufacturers, and
through selected distributors, mainly in the United States, Canada and Europe
with some sales going to other parts of the world. These distributors are
serviced by manufacturers' agencies whose sales personnel solicit sales for
the Company's products and promote them to the ultimate users. These
agencies also represent other manufacturers whose lines, in general, are
complementary to the Company's products.
AVAILABILITY OF MATERIALS
Parts and materials for the Company's products are readily available
from a variety of suppliers. It has been a practice to develop and use more
than one source of supply for any item considered critical.
PATENTS/TRADEMARKS/LICENSING
On certain of its products, the Company holds patents, trademarks, and
licensing arrangements which, while valuable, are not considered essential to
the maintenance or future growth of the business.
SEASONALITY
The business is not considered to be seasonal.
INVENTORIES
Products of the type manufactured and sold by the Company are also
available through other manufacturers as well. As a result, delivery time as
well as quality and customer service are important to the success of the
business and therefore require that sufficient inventories be maintained to
insure fast turnaround time on orders.
CUSTOMER PROFILE
The Company's sales are broad-based with no single customer accounting
for a significant portion of total sales and no single industry accounting
for a majority of its business.
BACKLOG
On November 25, 1995, there were unshipped orders totalling
approximately $8.7 million. Last year's backlog at approximately the same
date was $8.7 million.
3
PART I - CONT'D.
COMPETITION
Products similar to those sold by the Company are manufactured and sold
by other companies as well, resulting in a very competitive environment.
However, the Company feels its ability to manufacture high quality products
that serve specialized needs of industry through its highly efficient
distribution channels differentiates the Company from its competitors.
RESEARCH AND DEVELOPMENT
For the years ended September 30, 1995, October 1, 1994, and October 2,
1993, the Company expended approximately $2,404,000, $2,148,000, and
$2,105,000, respectively, on the development of new products and the
improvement of existing products. These expenditures included the
compensation of engineers, designers, and drafters who were engaged in
product development.
EMPLOYEES
The company has approximately 1,126 full-time employees.
FOREIGN AND EXPORT BUSINESS
See footnote 8, page 31 of the Annual Report to Stockholders for the
year ended September 30, 1995 which is incorporated herein by reference and
filed as an exhibit to this report.
ITEM 2. DESCRIPTION OF PROPERTY
The Company owns facilities in the following locations:
Land Owned Plant Floor Area
Northbrook, Illinois 4.7 acres 119,000 sq. ft.
Kalamazoo, Michigan 39.1 acres 116,000 sq. ft.
Franklin, Massachusetts 6.6 acres 60,000 sq. ft.
El Paso, Texas 5.0 acres 50,000 sq. ft.
Belvidere, Illinois 3.5 acres 36,000 sq. ft.
Juarez, Mexico .8 acres 36,000 sq. ft.
Netherlands 1.3 acres 30,000 sq. ft.
Wales, U.K. 4.5 acres 25,000 sq. ft.
Uxbridge, Massachusetts 3.5 acres 20,000 sq. ft.
All of the above properties are owned in fee except the land in Wales,
U.K. which is held under a lease expiring in 2105.
The Company also leases approximately 20,000 square feet in Ontario,
Canada; 20,000 square feet in Remchingen, Germany; 9,000 square feet in Grand
Rapids, Michigan; 7,000 square feet in Buffalo Grove, Illinois; 3,400 square
feet in Thorigny sur Marne, France; and 2,000 square feet in Singapore. All
plants are considered to be well-equipped and well-maintained. They are of
masonry or steel construction. In the judgment of management, sufficient
capacity is available at the above locations to cover the Company's needs at
least through fiscal 1996.
4
PART I - CONT'D.
ITEM 3. LEGAL PROCEEDINGS
The Company is subject to federal and state hazardous substance cleanup laws
that impose liability for the costs of cleaning up contamination resulting
from past spills, disposal or other releases of hazardous substances. In
this regard, the Company has incurred, and expects to incur, assessment,
remediation and related costs at one of the Company's facilities. In 1991,
the Company reported to state regulators a release at that site from an
underground storage tank ("UST"), The UST and certain contaminated soil
subsequently were removed and disposed of at an off-site disposal facility.
The Company's independent environmental consultant has been conducting an
investigation of soil and groundwater at the site with oversight by the state
Department of Environmental Quality ("DEQ"). The investigation indicates
that additional soil and groundwater at the site have been impaired by
chlorinated solvents, including tetrachloroethane and trichloroethylene.
Also, the company learned that a portion of the site had been used as a
disposal area by the previous owners of the site. The Company's consultant
is investigating and has begun to remediate this area and believes that it is
an additional likely source of contamination of soil and groundwater. In
addition, the investigation of the site indicates that the groundwater
contaminants may have migrated off-site. However, the extent of the
contamination has not been fully delineated at this time. The Company is
conducting additional investigations to determine the extent of contamination
at and around the site and to determine the extent of other sources of
contamination in addition to the removed UST and the above-referenced
disposal area, including the possible presence of ongoing dumping activities
by others in the vicinity around the Company's facilities.
The Company's consultant has estimated that a minimum of $1.5 million of
investigation and remediation expenses will be incurred at the site. The
Company has a reserve for such purposes and has notified the previous owners
of the site and various insurers of possible claims by the Company relating
to the remediation of the site. The consultant's cost estimate was based on
a review of currently available data, which is limited, and assumptions
concerning the extent of contamination, geological conditions, and the costs
and effectiveness of certain treatment technologies. The cost estimate is
subject to substantial uncertainty until the extent of contamination and
geological conditions are fully understood, feasible remedial alternatives
are assessed, and the DEQ approves a remediation plan. The Company is
continuing to investigate the environmental conditions at the site and will
adjust its reserve if necessary. The Company may incur significant
additional assessment, remediation and related costs at the site, and such
costs could materially and adversely affect the Company's consolidated net
income for the period in which such costs are incurred. The Company,
however, cannot estimate the time or potential magnitude of such costs at
this time.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the security holders
either through solicitation of proxies or otherwise during the fourth
quarter of the fiscal year ended September 30, 1995.
5
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCK MATTERS
(a) The Company's common stock trades on the NASDAQ stock market
under the symbol WDHD. The daily quotations as reported by
NASDAQ are published in the Wall Street Journal and other
leading financial publications.
On April 26, 1995, the board of directors declared a three-for-
two stock split effected in the form of a 50% common stock dividend,
payable May 22, 1995, to holders of record on May 8, 1995. On
January 22, 1993, the board of directors declared a two-for-one stock
split effected in the form of a 100% stock dividend, payable March 1,
1993, to holders of record on February 12, 1993. All share and per
share amounts in this filing have been adjusted to give retroactive
effect to these stock splits.
Common Stock Purchase Rights have been distributed to stockholders and
deemed to be attached to the shares of Common Stock of the Registrant.
If and when the rights become exercisable, the holders initially would
be entitled to purchase one share of Common Stock at a purchase price
of $13.33 (both the number of shares and the purchase price are
subject to adjustment). See footnote 5, page 29 of the Annual Report to
Stockholders for the year ended September 30, 1995, for further
explanation. This footnote is incorporated herein by reference and
filed as an exhibit to this report.
The range in the market price per share of the common stock during the
past two years was as follows:
1995 1994
------------------------------ ------------------------------
Fiscal Fiscal
Quarter High Low Quarter High Low
1st 10 13/16 9 5/16 1st 10 11/16 8 15/16
2nd 13 5/16 10 1/2 2nd 12 1/4 8 13/16
3rd 15 12 11/16 3rd 10 13/16 8 13/16
4th 14 3/4 12 1/2 4th 10 11/16 9 11/16
(b) The number of holders of record of the Company's securities
as of December 15, 1995, was as follows:
Title of Class Number of Stockholders
Common Stock 584
Common Stock Purchase Rights 584
6
PART II - CONT'D.
(c) The cash dividends declared for the past two years were as
follows:
1995 1994
-------------------------------- ------------------------------
Fiscal Quarter Rate Fiscal Quarter Rate
1st $0.063 1st $0.057
2nd $0.065 2nd $0.057
3rd $0.065 3rd $0.057
4th $0.065 4th $0.063
------ ------
Total $0.258 Total $0.234
------ ------
------ ------
ITEM 6. SELECTED FINANCIAL DATA
The "Financial Profile" appearing on pages 18 and 19 of the Annual
Report to Stockholders for the year ended September 30, 1995, is
incorporated herein by reference and filed as an exhibit to this
report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
"Management's Discussion of Operations and Financial Position"
appearing on pages 16 and 17 of the Annual Report to Stockholders for
the year ended September 30, 1995, is incorporated herein by reference
and filed as an exhibit to this report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The "Report of Independent Public Accountants" included on page 15
and the consolidated financial statements with accompanying footnotes
appearing on pages 20 through 32 of the Annual Report to Stockholders
for the year ended September 30, 1995, are incorporated herein by
reference and filed as an exhibit to this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
7
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Information appearing under the heading "Nominees and
Continuing Directors" on pages 1 through 3 of the Registrant's
definitive proxy statement dated December 21, 1995, for the annual
meeting of stockholders to be held on January 26, 1996, is hereby
incorporated herein by reference and made a part hereof.
(b) The following information is provided with respect to the
executive officers of the Company:
Position Held
Name of Officer Age Position Since
C. Mark DeWinter 53 President and Chief July, 1993
Executive Officer
Robert G. Jennings 57 Vice-President, Finance and July, 1987
Chief Financial Officer
Robert J. Tortorello 46 Vice-President, General January, 1991
Counsel and Corporate
Secretary
Robert A. Moulton 46 Vice-President, Human May, 1987
Resources
Joseph P. Nogal 40 Treasurer/Controller and July, 1993
Assistant Secretary
All officers are elected each year at the Annual Meeting of the
Board of Directors which is held immediately following the annual
meeting of stockholders. The next Annual Meeting of the Board of
Directors will be held on January 26, 1996.
(c) Not applicable.
(d) Not applicable.
(e) The business experience of those executive officers who are not
directors or nominees is as follows:
Mr. Robert G. Jennings joined the Company in July 1987. He
previously had served as Vice President, Finance and Treasurer for
MagneTek, Inc. from 1984 to 1987 and was Vice President, Treasurer
and Controller for Louis Allis Division, Litton Industries
from 1973 to 1984.
Mr. Robert J. Tortorello became the Company's General Counsel
and Corporate Secretary in June 1987. He was elected a
Vice-President of the Company in January, 1991. Before joining the
Company he served as Senior Attorney and Assistant Vice President for
Beatrice Companies, Inc. from 1986 to 1987. Prior to that he had
been a Senior Attorney at Beatrice since 1978.
8
PART III - CONT'D.
Mr. Robert A. Moulton joined the company in October 1986 as
Manager, Human Resources and was elected Vice President in May
1987. He was formerly a Director, Personnel at G. D. Searle
and Company from 1981 to 1986.
Mr. Joseph P. Nogal became the Company's Treasurer/Controller
in January 1991. He was elected the Assistant Secretary of
the Company in July, 1993. From 1986 to 1990, he had served as
Controller of the Company's Canadian Operations. Prior to 1986,
he had held various positions within the Company since he joined
it in 1978.
(f) Not applicable.
ITEM 11. EXECUTIVE COMPENSATION
The information contained under the headings "Directors' Compensation" on
page 5 and "Executive Compensation" on pages 8 through 17 of the Company's
definitive proxy statement dated December 21, 1995, for the annual meeting of
stockholders to be held January 26, 1996, is incorporated herein by reference
and made a part hereof.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table and footnotes appearing under the heading "Stock Ownership
of Management and Certain Beneficial Owners" appearing on pages 6 and 7
of the Registrant's definitive proxy statement dated December 21, 1995,
for the annual meeting of stockholders to be held January 26, 1996, are
hereby incorporated by reference and made a part hereof.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information contained under the heading "Nominees and Continuing
Directors" appearing on pages 1 through 3 of the Company's definitive proxy
statement dated December 21, 1995, for the annual meeting of stockholders to
be held January 26, 1996, is incorporated by reference and made a part hereof.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents filed as part of this Report:
1. Financial Statements (filed herewith as part of Exhibit 13):
Consolidated Balance Sheets - at September 30, 1995, October 1,
1994, and October 2, 1993.
9
PART IV - CONT'D.
Consolidated Statements of Income - for the years ended September
30, 1995, October 1, 1994, and October 2, 1993.
Consolidated Statements of Stockholders' Investment - for the
years ended September 30, 1995, October 1, 1994, and October 2,
1993.
Consolidated Statements of Cash Flow - for the years ended
September 30, 1995, October 1, 1994, and October 2, 1993.
Notes to Consolidated Financial Statements.
2. Financial Statement Schedules
The following consolidated financial information for the years
ended September 30, 1995, October 1, 1994, and October 2, 1993,
is submitted herewith:
Page
Report of Independent Public Accountants on Schedules
and Supplementary Notes 13
Schedule II Valuation and Qualifying Accounts 11
Supplementary Notes to Consolidated
Financial Statements 12
All other schedules have been omitted because they are not
applicable, not required, or the information is included elsewhere
in the financial statements or notes thereto.
Separate financial statements of the Registrant have been omitted
since the Registrant is primarily a holding company and its
subsidiaries, included in the consolidated financial statements,
are wholly-owned subsidiaries.
3. The Exhibits are listed in the index of exhibits required by
Item 601 of Regulation S-K included at pages 16, 17, and 18,
which are incorporated herein by reference and made a part
hereof.
(b) No reports on Form 8-K were filed during the three months ended
September 30, 1995.
(c) Reference is made to Item 14(a)(3) above.
(d) Reference is made to Item 14(a)(2) above.
10
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE YEARS ENDED SEPTEMBER 30, 1995
(IN THOUSANDS)
ADDITIONS
--------------------------
CHARGED TO
BALANCE AT CHARGED TO OTHER BALANCE
BEGINNING COSTS AND ACCOUNTS DEDUCTIONS AT END
DESCRIPTION OF PERIOD EXPENSES -DESCRIBE -DESCRIBE OF PERIOD
- ------------------------- ---------- ---------- ---------- ---------- ---------
Reserve for excess and
obsolete inventory:
Year ended September 30, 1995 $ 1,119 $ 402 - $ (425)(1) $ 1,076
(20)(2)
Year ended October 1, 1994 $ 1,304 $ 306 - $(602)(1) $ 1,119
24 (2)
87 (3)
Year ended October 2, 1993 $ 1,296 $ 226 - $(373)(1) $ 1,304
(8)(2)
163 (3)
- -----------------------
(1) Represents write-offs less recoveries.
(2) Foreign currency translation adjustment.
(3) Business acquired.
11
SUPPLEMENTARY NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
ACCRUED EXPENSES
Accrued expenses at September 30, 1995, October 1, 1994, and October 2, 1993
consisted of the following:
(in thousands)
1995 1994 1993
------ ------ ------
Payroll $3,386 $3,050 $2,849
Pension and profit sharing 1,399 1,580 983
Environmental 1,519 1,310 -
Litigation & related expenses 936 1,022 1,217
Commissions 780 687 655
Insurance 474 461 521
Other 4,015 2,640 2,855
------- ------- ------
$12,509 $10,750 $9,080
------- ------- ------
------- ------- ------
12
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON SCHEDULES AND SUPPLEMENTARY NOTES
To Woodhead Industries, Inc.:
We have audited in accordance with generally accepted auditing standards, the
consolidated financial statements of Woodhead Industries, Inc. and
subsidiaries included in the Woodhead Industries, Inc. Annual Report to
Stockholders for the year ended September 30, 1995 incorporated by reference
in this Form 10-K, and have issued our report thereon dated November 14,
1995. Our audit was made for the purpose of forming an opinion on those
statements taken as a whole. The schedules and supplementary notes included
on pages 11 through 12 of this Form 10-K are presented for purposes of
complying with the Securities and Exchange Commission's rules and are not
part of the basic financial statements. These schedules and notes have been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, fairly state in all material
respects the financial data required to be set forth therein in relation to
the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Chicago, Illinois
November 14, 1995
13
INDEMNIFICATION UNDERTAKING
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
"Act"), the undersigned registrant hereby undertakes as follows, which
undertaking shall be incorporated by reference into registrant's Registration
Statement on Form S-8 No. 33-40414 (filed May 6, 1991):
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.
14
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.
WOODHEAD INDUSTRIES, INC.
BY /s/ Robert G. Jennings BY /s/ Joseph P. Nogal
------------------------- -----------------------
Robert G. Jennings Joseph P. Nogal
Vice President, Finance Treasurer/Controller
(Chief Financial Officer) (Principal Accounting Officer)
Date 12/14/95
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by all of the following directors on behalf of
the Registrant and in the capacities and on the dates indicated:
Signature Title Date
/s/ Alan Reed Chairman 12/18/95
- ---------------------------
Alan Reed
/s/ C. Mark DeWinter President and C.E.O. 12/14/95
- ---------------------------
C. Mark DeWinter
/s/ Richard A. Virzi Director 12/18/95
- ---------------------------
Richard A. Virzi
/s/ Ward M. Woodhead Director 12/26/95
- ---------------------------
Ward M. Woodhead
15
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------------------
(3) Articles of incorporation and bylaws
(a) Certificate of Incorporation including amendments through
January 22, 1993, are hereby incorporated by reference to
Exhibit (4)a of Registrant's Form S-8 filed April 22, 1994,
as Registration #33-77968.
(b) Company by-laws are hereby incorporated herein by reference to
Exhibit 4(b) of Registrant's Form S-8 filed April 22, 1994,
as Registration #33-77968.
(4) Instruments defining the rights of security holders, including indentures
(a) Credit Agreement between Registrant and Harris Trust and
Savings Bank dated October 29, 1993, providing for a revolving
credit line not exceeding $15,000,000.
The above document described in this paragraph (4a) is not
filed herewith by Registrant, but Registrant undertakes to
furnish copies thereof to the Securities and Exchange Commission
upon request.
(b) The Common Stock Purchase Rights Plan adopted May 16, 1986, as
amended and restated on July 25, 1990, as set forth in
Exhibits 1 and 2 of Form 8-K filed August 13, 1990, and as
adjusted pursuant to Section 12 of said Rights Plan as set
forth in the Form 8-K filed January 26, 1993, is incorporated
herein by reference and made a part hereof.
(10) Material contracts
(a) The 1981 Incentive Stock Compensation Plan, as amended, as
set forth in Exhibit 4(b) of Registrant's Form S-8 filed
September 26, 1988, as Registration #33-24737, is incorporated
herein by reference and made a part hereof.
(b) The 1987 Stock Compensation Plan as set forth in Exhibit A of
Registrant's definitive proxy statement dated December 21,
1987, for the annual meeting of stockholders held January 22,
1988, which is incorporated herein by reference and made a
part hereof.
(c) The 1990 Stock Awards Plan as set forth in Exhibit A of
Registrant's definitive proxy statement dated December 19, 1990
for the annual meeting of stockholders held January 25, 1991,
which is incorporated herein by reference and made a part hereof.
16
EXHIBIT INDEX (cont'd.)
Exhibit
Number Description
- ------- -----------------------
(10) (d) Amendments to: The 1981 Incentive Stock Compensation
Plan, the 1987 Stock Compensation Plan, and the 1990 Stock
Awards Plan, all as set forth in Exhibit C of Registrant's
definitive proxy statement dated December 22, 1993, for the
annual meeting of stockholders held January 28, 1994, which
is incorporated herein by reference and made a part hereof.
(e) The 1993 Stock Awards Plan as set forth in Exhibit A of
Registrant's definitive proxy statement dated December 22,
1993, for the annual meeting of stockholders held January 28,
1994, which is incorporated herein by reference and made a part
hereof.
(f) The 1990 Directors Stock Option Plan for non-employee
Directors as set forth in Exhibit B of Registrant's definitive
proxy statement dated December 19, 1990, for the annual meeting of
stockholders held January 25, 1991, which is incorporated herein
by reference and made a part hereof.
(g) The 1993 Directors Stock Option Plan for non-employee Directors
as set forth as Exhibit B of Registrant's definitive proxy
statement dated December 22, 1993 for the annual meeting of
stockholders held January 28, 1994, which is incorporated herein
by reference and made a part hereof.
(h) The Management Incentive Plan effective for fiscal 1996 as
described on page 16 of the Registrant's definitive proxy statement
dated December 21, 1995, for the annual meeting of stockholders
to be held January 26, 1996, which page is incorporated herein by
reference and made a part hereof.
(i) The Plan of Compensation for Outside Directors, as set forth
in Item (10) of the exhibits to the Form 10-K Annual Report for the
year ending September 18, 1985, which is incorporated herein by
reference and is made a part hereof.
(j) The 1990 Supplemental Executive Retirement Plan ("SERP") as
set forth on page 15 of Registrant's definitive proxy statement
dated December 21, 1995, for the annual meeting of stockholders
to be held January 26, 1996, which page is incorporated herein
by reference and made a part hereof.
17
EXHIBIT INDEX (cont'd)
Exhibit
Number Description Page
- ------- -------------------- ------
(10) (k) Severance Agreement as set forth in Item (10) of the
exhibits to Form l0-K Annual Report for the year
ending October 1, 1994, which is incorporated herein
by reference and is made a part hereof, with C. Mark
DeWinter dated September 7, 1989. Robert G. Jennings,
Robert A. Moulton, Joseph P. Nogal, Terry L. Spandet,
and Robert J. Tortorello have substantially identical
contracts.
(11) Statement regarding computation of per share earnings 19
(13) The following items incorporated by reference herein from the
Annual Report to Stockholders for the year ended September 30,
1995 (the "1995 Annual Report"), are filed as Exhibits to this
report:
(a) Information under the footnote entitled "Information about
the Company's Operations in Different Geographic Areas"
set forth on Page 31 of the 1995 Annual Report;
(b) Information under the footnote entitled "Capital Stock"
set forth on Page 29 of the 1995 Annual Report;
(c) Information under the section entitled "Financial Profile"
set forth on Pages 18-19 of the Annual Report;
(d) Information under the section entitled "Management's
Discussion of Operations and Financial Position" set forth
on Pages 16-l7 of the 1995 Annual Report;
(e) Report of Independent Public Accountants set forth on Page
15 of the 1995 Annual Report;
(f) Consolidated Financial Statements set forth Pages 20-23 of
the 1995 Annual Report; and
(g) Notes to Consolidated Financial Statements set forth on
Pages 24-32 of the 1995 Annual Report.
(21) Subsidiaries of the Registrant 20
(23) Consent of Arthur Andersen LLP 21
(27) Financial Data Schedule for the year ended September 30, 1995.
18
COMPUTATION OF PER SHARE EARNINGS
(IN THOUSANDS EXCEPT PER SHARE INFORMATION)
For the years ended
---------------------------------------------------------
1995 1994 1993
----------------- ----------------- -----------------
Fully Fully Fully
Primary Diluted Primary Diluted Primary Diluted
------- ------- ------- ------- ------- -------
Net Income $ 9,228 $ 9,228 $ 7,250 $ 7,250 $ 5,803 $ 5,803
------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- -------
Weighted average
common shares
outstanding 10,351 10,351 10,284 10,284 10,119 10,119
Incremental shares
issuable for stock
options outstanding
(Treasury Stock
Method) 465 532 382 382 348 439
------- ------- ------- ------- ------- -------
Common and common
equivalent shares 10,816 10,883 10,666 10,666 10,467 10,558
------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- -------
Earnings per share $ .85 $ .85 $ .68 $ .68 $ .55 $ .55
------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- -------
19
SUBSIDIARIES OF THE REGISTRANT
The subsidiaries of the Company at September 30, 1995 were:
Name of Subsidiary State or Other Jurisdiction
in Which Organized
AI/FOCS, Inc. State of Delaware
FOCS Midwest, Inc. State of Delaware
Aero-Motive Company State of Michigan
Aero-Motive (U.K.) Limited United Kingdom
Woodhead France S.A.R.L. France
Elitec S.A. France
Central Rubber Company State of Illinois
Daniel Woodhead Company State of Delaware
H. F. Vogel GmbH Electrotechnische Fabrik Germany
Woodhead Asia Pte. Ltd. Singapore
Woodhead Canada Ltd. Province of Ontario
Woodhead de Mexico S.A. de C.V. Mexico
Woodhead Industries (The Netherlands) B.V. The Netherlands
Akapp Electro Industrie B.V. The Netherlands
W.I.S. Corp. U.S. Virgin Islands
20
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated November 14, 1995 incorporated by reference in
this Form 10-K, into the previously filed Woodhead Industries, Inc.
Registration Statement on Form S-8 (Registration #33-77968).
ARTHUR ANDERSEN LLP
Chicago, Illinois
December 21, 1995
21