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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: DECEMBER 31, 1995
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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 number: 0-16214
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ALBANY INTERNATIONAL CORP.
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(Exact name of registrant as specified in its charter)
DELAWARE 14-0462060
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1373 BROADWAY, ALBANY, NEW YORK 12204
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 518-445-2200
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
CLASS A COMMON STOCK ($0.001 PAR VALUE) NEW YORK STOCK EXCHANGE AND
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PACIFIC STOCK EXCHANGE
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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 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
--- ---
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.[ ]
The aggregate market value of Class A Common Stock held on March 4, 1996 by non-
affiliates of the registrant was $479,666,851.
The registrant had 24,756,223 shares of Class A Common Stock and 5,615,563
shares of Class B Common Stock outstanding as of March 4, 1996.
DOCUMENTS INCORPORATED BY REFERENCE PART
Registrant's Annual Report to Shareholders for the year
ended December 31, 1995. II
Registrant's Proxy Statement for the Annual Meeting of
Shareholders to be held on May 14, 1996. III
PART I
ITEM 1. BUSINESS
The Registrant designs, manufactures and markets paper machine clothing for each
section of the paper machine. It is the largest producer of paper machine
clothing in the world. Paper machine clothing consists of large continuous
belts of custom designed and custom manufactured, engineered fabrics that are
installed on paper machines and carry the paper stock through each stage of the
paper production process. Paper machine clothing is a consumable product of
technologically sophisticated design that is made with synthetic monofilament
and fiber materials. The Registrant produces a substantial portion of its
monofilament requirements. The design and material composition of paper machine
clothing can have a considerable effect on the quality of paper products
produced and the efficiency of the paper machines on which it is used.
Practically all press fabrics are woven tubular or endless from monofilament
yarns. After weaving, the base press fabric goes to a needling operation where
a thick fiber layer, called a batt, is laid on the base just before passing
through the needling machine. The needles are equipped with tiny barbs that
grab batt fibers locking them into the body of the fabric. After needling, the
fabrics are usually washed, and water is removed. The fabric then is heat set,
treatments may be applied, and it is measured and trimmed.
The Registrant's manufacturing process is similar for forming fabrics and drying
fabrics, except that there is normally no needling operation in the construction
of those fabrics. Monofilament screens are woven on a loom. The fabrics are
seamed to produce an endless loop, and heat stabilized by running them around
two large cylinders under heat and drawn out by tension. After heat setting,
the fabrics are seamed and boxed.
In addition to paper machine clothing, the Registrant manufactures other
engineered fabrics which include fabrics for the non-woven industry, corrugator
belts, filtration media and Rapid Roll Doors-Registered Trademark-. Nomafa, our
Rapid Roll Door company, grew from the application of our coated fabric
technology to industrial doors. Since Nomafa's inception in the early 1980's,
manufacturing operations in North America and Europe have supplied over 60,000
installations worldwide and with the acquisition of Kelley Door Systems in
December 1995, our U.S. distribution network will be enhanced.
Another innovative engineered fabric development unrelated to paper machine
clothing is Primaloft -Registered Trademark- down which is believed to have
properties superior to goose down. This product continues to gain acceptance in
the marketplace for cold weather clothing and bedding.
INDUSTRY FACTORS
There are approximately 1,250 paper machines in the United States located in
approximately 600 paper mills. It is estimated that, excluding China, there are
about 7,300 paper machines in the world and approximately 7,000, mostly very
small, paper machines in China. Demand for paper machine clothing is tied to
the volume of paper production, which in turn reflects economic growth.
According to published data, world production volumes have grown in excess of 3%
annually over the last ten years. The Registrant anticipates continued growth
for the long-term in world paper production. The profitability of the paper
machine clothing business has generally been less cyclical than the
profitability of the papermaking industry.
Because the paper industry has been characterized by an evolving but essentially
stable manufacturing technology based on the wet forming papermaking process,
which requires a very large capital investment, the Registrant does not believe
that a commercially feasible substitute technology that does not employ paper
machine clothing is likely to be developed and incorporated into the paper
production process by paper manufacturers in the foreseeable future.
Accordingly, the prospects for continued growth of industry demand for paper
machine clothing appear excellent.
2
Over the last few years, paper manufacturers have generally reduced the number
of suppliers of paper machine clothing per machine position. This trend has
increased opportunities for market leaders, including the Registrant, to expand
their market share.
INTERNATIONAL OPERATIONS
The Registrant maintains wholly-owned manufacturing facilities in Australia,
Brazil, Canada, China, Finland, France, Germany, Great Britain, Holland, Mexico,
Sweden and the United States. The Registrant has a 50% interest in two related
entities in South Africa which are engaged primarily in the paper machine
clothing business (see Note 1 of Notes to Consolidated Financial Statements).
The Registrant's geographically diversified operations allow it to serve the
world's paper markets more efficiently and to provide superior technical service
to its customers. The Registrant benefits from the transfer of research and
development product innovations between geographic regions. The worldwide scope
of the Registrant's manufacturing and marketing efforts also limits the impact
on the Registrant of economic downturns that are limited to a geographic region.
The Registrant's widespread presence subjects it to certain risks, including
controls on foreign exchange and the repatriation of funds. However, the
Registrant has been able to repatriate earnings in excess of working capital
requirements from each of the countries in which it operates without substantial
governmental restrictions and does not foresee any material changes in its
ability to continue to do so in the future. In addition, the Registrant
believes that the risks associated with its operations and locations outside the
United States are those normally associated with doing business in these
locations. In countries in which the Registrant operates that have experienced
high inflation rates, the Registrant frequently reprices its products. This
practice has enabled the Registrant to quickly pass on to its customers most of
the increased costs due to local inflation.
MARKETING, CUSTOMERS AND BACKLOG
Paper machine clothing is custom designed for each user depending upon the type,
size and speed of the papermaking machine, the machine section, the grade of
paper being produced, and the quality of the pulp stock used. Judgment and
experience are critical in designing the appropriate clothing for each position
on the machine. As a result, the Registrant employs highly skilled sales and
technical service personnel in 25 countries who work directly with paper mill
operating management. The Registrant's technical service program in the United
States gives its service engineers field access to the measurement and analysis
equipment needed for troubleshooting and application engineering. Sales,
service and technical expenses are major cost components of the Registrant. The
Registrant employs approximately 900 people in the sales and technical functions
combined, many of whom have engineering degrees or paper mill experience. The
Registrant's market leadership position in forming and pressing fabrics reflects
the Registrant's commitment to technological innovation.
Typically, the Registrant experiences its highest quarterly sales levels in the
fourth quarter of each fiscal year and its lowest levels in the first quarter.
The Registrant believes that this pattern only partially reflects seasonal
shifts in demand for its products but is more directly related to purchasing
policies of the Registrant's customers.
Payment terms granted to customers reflect general competitive practices. Terms
vary with product and competitive conditions, but generally require payment
within 30 to 90 days, depending on the country of operation. Historically, bad
debts have been insignificant. No single customer, or group of related
customers, accounted for more than 5% of the Registrant's sales of paper machine
clothing in any of the past three years. Management does not believe that the
loss of any one customer would have a material adverse effect on the
Registrant's business.
The Registrant's order backlogs at December 31, 1995 and 1994 were approximately
$492 million and $446 million, respectively. Orders recorded at December 31,
1995 are expected to be invoiced during the next 12 months.
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RESEARCH AND DEVELOPMENT
The Registrant invests heavily in research, new product development and
technical analysis to maintain its leadership in the paper machine clothing
industry. The Registrant's expenditures fall into two primary categories,
research and development and technical expenditures. Research and development
expenses totaled $19.7 million in 1995, $18.4 million in 1994 and $17.6 million
in 1993. While most research activity supports existing products, the
Registrant engages in research for new products. New product research has
focused primarily on more sophisticated paper machine clothing and has resulted
in a stream of products such as DUOTEX-Registered Trademark- and TRIOTEX-TM-
forming fabrics, for which the technology has been licensed to several
competitors, DURAFORM -Registered Trademark- SR, an enhanced single-layer
forming fabric, SEAMTECH-TM-, the patented on-machine-seamed press fabric,
DYNATEX-TM-, a unique multi-layer press fabric, long nip press belts which are
essential to water removal in the press section and Thermonetics-TM-, a dryer
fabric. Technical expenditures, primarily at the plant level, totaled $25.3
million in 1995, $22.5 million in 1994 and $21.4 million in 1993. Technical
expenditures are focused on design, quality assurance and customer support.
Although the Registrant has focused most of its research and development efforts
on paper machine clothing products and design, the Registrant also has made
progress in developing non-paper machine clothing products. Through its major
research facility in Mansfield, Massachusetts, the Registrant conducts research
under contract for the U.S. government and major corporations. In addition to
its Mansfield facility, the Registrant has four other research and development
centers located at manufacturing locations in Halmstad, Sweden; Selestat,
France; Albany, New York; and Menasha, Wisconsin.
The Registrant holds a number of patents, trademarks and licenses, none of which
are material to the continuation of the Registrant's business. The Registrant
has licensed some of its patents to one or more competitors, mainly to enhance
customer acceptance of the new products. The revenue from such licenses is less
than 1 percent of consolidated net sales.
COMPETITION
While there are more than 50 paper machine clothing suppliers worldwide, only
six major paper machine clothing companies compete on a global basis. Market
shares vary depending on the country and the type of paper machine clothing
produced. In the paper machine clothing market, the Registrant believes that it
has a market share of approximately 28% in the United States and Canadian
markets, taken together, 17% in the rest of the world and approximately 21% in
the world overall. Together, the United States and Canada constitute
approximately 38% of the total world market for paper machine clothing.
Competition is intense in all areas of the Registrant's business. While price
competition is, of course, a factor, the primary bases for competition are the
performance characteristics of the Registrant's products, which are principally
technology-driven, and the quality of customer service. The Registrant, like
its competitors, provides diverse services to customers through its sales and
technical service personnel including: (1) consulting on performance of the
paper machine; (2) consulting on paper machine configurations, both new and
rebuilt; (3) selection and custom manufacture of the appropriate paper machine
clothing; and (4) storing fabrics for delivery to the user.
4
EMPLOYEES
The Registrant employs 5,658 persons, of whom approximately 75% are engaged in
manufacturing the Registrant's products. Wages and benefits are competitive
with those of other manufacturers in the geographic areas in which the
Registrant's facilities are located. The Registrant considers its relations
with its employees in general to be excellent.
EXECUTIVE OFFICERS OF REGISTRANT
The following table sets forth certain information with respect to the executive
officers of the Registrant:
NAME AGE POSITION
J. Spencer Standish 70 Chairman of the Board and Director
Francis L. McKone 61 President, CEO and Director
Michael C. Nahl 53 Senior Vice President and Chief Financial
Officer
Michel J. Bacon 46 Senior Vice-President - Canada and Pacific
J. Weldon Cole 59 Senior Vice President - Administration and
Development
Frank R. Schmeler 56 Senior Vice President - U.S. and Latin America
Edward Walther 52 Senior Vice President - Europe
Thomas H. Hagoort 63 General Counsel
Charles B. Buchanan 64 Vice President, Secretary and Director
Richard A. Carlstrom 52 Vice President - Controller
William H. Dutt 60 Vice President - Technical
Edward R. Hahn 51 Vice President - Research and Development
Hugh A. McGlinchey 56 Vice President - Information Systems
James W. Sherrer 60 Vice President - Industrial Products
Ervin D. Johnson 52 Treasurer
Charles J. Silva, Jr. 36 Assistant General Counsel and Assistant
Secretary
5
J. SPENCER STANDISH joined the Registrant in 1952. He has served the Registrant
as Chairman of the Board since 1984, Vice Chairman from 1976 to 1984, Executive
Vice President from 1974 to 1976, and Vice President from 1972 to 1974. He has
been a Director of the Registrant since 1958. He is a director of Berkshire
Life Insurance Company.
FRANCIS L. MCKONE joined the Registrant in 1964. He has served the Registrant
as Chief Executive Officer since 1993, President since 1984, Executive Vice
President from 1983 to 1984, Group Vice President-Papermaking Products Group
from 1979 to 1983, and prior to 1979 as a Vice President of the Registrant and
Division President-Papermaking Products U.S. He has been a Director of the
Registrant since 1983.
MICHAEL C. NAHL joined the Registrant in 1981. He has served the Registrant as
Senior Vice President and Chief Financial Officer since 1983 and prior to 1983
as Group Vice President.
MICHEL J. BACON joined the Registrant in 1978. He has served the Registrant as
Senior Vice President since 1996 and as Vice President and General Manager of
Albany International Canada from 1991 to 1996, as Vice President of Operations,
Albany International Canada Press Division from 1989 to 1991 and as Vice
President of Marketing, Albany International Canada from 1987 to 1989.
J. WELDON COLE joined the Registrant as Senior Vice President on January 1,
1995. From 1988 until December 1994 he held various management positions, most
recently as President and Director of Beloit Corporation, an international
manufacturer of pulp and papermaking equipment.
FRANK R. SCHMELER joined the Registrant in 1964. He has served the Registrant
as Senior Vice President since 1988, as Vice President and General Manager of
the Felt Division from 1984 to 1988, as Division Vice President and General
Manager, Albany International Canada from 1978 to 1984 and as Vice President of
Marketing, Albany International Canada from 1976 to 1978.
EDWARD WALTHER joined the Registrant in 1994. He has served the Registrant as
Senior Vice President since 1995 and as Vice President and General Manager --
Continental Europe since 1994. Prior to joining the Registrant, he held various
marketing and managerial positions with a company in the paper machine clothing
business.
THOMAS H. HAGOORT joined the Registrant as General Counsel on January 1, 1991.
From 1968 until December 31, 1990 he was a partner in Cleary, Gottlieb, Steen
and Hamilton, an international law firm with headquarters in New York City, to
which he became of counsel on January 1, 1991.
CHARLES B. BUCHANAN joined the Registrant in 1957. He has served the Registrant
as Vice President and Secretary since 1980 and as Vice President and Assistant
to the President from 1976 to 1980. He has been a Director of the Registrant
since 1969. He is a Director of Fox Valley Corporation.
RICHARD A. CARLSTROM joined the Registrant in 1972. He has served the
Registrant as Vice President-Controller since 1993, as Controller since 1980, as
Controller of a U.S. division from 1975 to 1980, and prior to 1975 as Financial
Controller of Albany International Pty. in Australia.
WILLIAM H. DUTT joined the Registrant in 1958. He has served the Registrant
since 1983 as Vice President-Technical, and prior to 1983 he served in various
technical, engineering, and research capacities including Director of Research
and Development and Vice President-Operations for Albany Felt.
EDWARD R. HAHN joined the Registrant in 1971. He has served the Registrant
since 1995 as Vice President-Research and Development and Executive Director of
Albany International Research Company, as Vice President and General Manager of
Press Fabrics U.S. from 1990 to 1995, as Vice President of Euroscan Press and
Dryer Divisions from 1987 to 1990 and as Vice President of Operations for
Nordiskafilt from 1986 to 1987.
HUGH A. MCGLINCHEY joined the Registrant in 1991. He has served the Registrant
as Vice President-Information Systems since 1993 and from 1991 to 1993 as
Director-Information Systems. Prior to 1991 he served as Director-Corporate
Information and Communications Systems for Avery Dennison Corporation.
6
JAMES W. SHERRER joined the Registrant in 1992. He has served the
Registrant as Vice President-Industrial Products since 1996, as Vice President-
Administration from 1993 to 1996 and as Vice President from 1992 to 1993. Prior
to joining the Registrant, he held various technical and managerial positions
with a company in the paper machine clothing business.
ERVIN D. JOHNSON joined the Registrant in 1974. He has served the Registrant as
Treasurer since 1996 and as Controller of Press Fabrics U.S. from 1991 to 1996.
Prior to 1991 he served in various financial positions, including Controller of
Appleton Wire Division and Operations Manager for Nomafa Door Division.
CHARLES J. SILVA, JR. joined the Registrant in 1994. He has served the
Registrant as Assistant General Counsel and Assistant Secretary since 1996 and
as Assistant General Counsel from 1994 to 1996. Prior to 1994, he was an
associate in Cleary, Gottlieb, Steen and Hamilton, an international law firm
with headquarters in New York City.
RAW MATERIALS AND INVENTORY
Primary raw materials for the Registrant's products are synthetic fibers, which
are generally available from a number of suppliers. The Registrant, therefore,
is not required to maintain inventories in excess of its current needs to assure
availability. In addition, the Registrant manufactures monofilament, a basic
raw material for all types of paper machine clothing, at its facility in Homer,
New York, which supplies approximately 40% of its world-wide monofilament
requirements. This manufacturing capability assists the Registrant in its
negotiations with monofilament producers for the balance of its supply
requirements, and enhances the ability of the Registrant to develop proprietary
products.
The Registrant believes it is in compliance with all Federal, State and local
provisions which have been enacted or adopted regarding the discharge of
materials into the environment, or otherwise relating to the protection of the
environment, and does not have knowledge of environmental regulations which do
or might have a material effect on future capital expenditures, earnings, or
competitive position.
The Registrant is incorporated under the laws of the State of Delaware and is
the successor to a New York corporation which was originally incorporated in
1895 and which was merged into the Registrant in August 1987 solely for the
purpose of changing the domicile of the corporation. Upon such merger, each
outstanding share of Class B Common Stock of the predecessor New York
corporation was changed into one share of Class B Common Stock of the
Registrant. References to the Registrant that relate to any time prior to the
August 1987 merger should be understood to refer to the predecessor New York
corporation.
ITEM 2. PROPERTIES
The Registrant's principal manufacturing facilities are located in the United
States, Canada, Europe, Brazil, Mexico, Australia and China. The aggregate
square footage of the Registrant's facilities in the United States and Canada is
approximately 2,414,000, of which 2,337,000 square feet are owned and 77,000
square feet are leased. The Registrant's facilities located outside the United
States and Canada comprise approximately 2,586,000 square feet, of which
2,389,000 square feet are owned and 197,000 square feet are leased. The
Registrant considers these facilities to be in good condition and suitable for
their purpose. The capacity associated with these facilities is adequate to
meet production levels required and anticipated through 1996. The Registrant's
expected 1996 capital expenditures, excluding the new facility in South Korea,
of about $45 million will provide sufficient capacity for anticipated growth.
The Registrant believes it has modern, efficient production equipment. In the
last five years, it has spent $169 million on new plants and equipment or
upgrading existing facilities, including the completion of new forming and press
fabric plants in Sweden.
7
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings, other than ordinary routine
litigation incidental to the business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted during the fourth quarter of 1995 to a vote of
security holders.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
"Stock and Shareholders" and "Quarterly Financial Data" on page 26 of the Annual
Report are incorporated herein by reference.
Restrictions on dividends and other distributions are described in Note 6, on
pages 13 and 14 of the Annual Report. Such description is incorporated herein
by reference.
ITEM 6. SELECTED FINANCIAL DATA
"Eleven Year Summary" on pages 24 and 25 of the Annual Report is incorporated
herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
"Review of Operations" on pages 21 to 23 of the Annual Report is incorporated
herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following consolidated financial statements of the Registrant and its
subsidiaries, included on pages 7 to 20 in the Annual Report, are incorporated
herein by reference:
Consolidated Statements of Income and Retained Earnings - years ended
December 31, 1995, 1994 and 1993
Consolidated Balance Sheets - December 31, 1995 and 1994
Consolidated Statements of Cash Flows - years ended
December 31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements
Report of Independent Accountants
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
8
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
a) DIRECTORS. The information set out in the section captioned
"Election of Directors" of the Proxy Statement is incorporated herein by
reference.
b) EXECUTIVE OFFICERS OF REGISTRANT. Information about the officers of
the Registrant is set forth in Item 1 above.
ITEM 11. EXECUTIVE COMPENSATION
The information set forth in the sections of the Proxy Statement captioned
"Executive Compensation", "Summary Compensation Table", "Option/SAR Grants in
Last Fiscal Year", "Option/SAR Exercises during 1995 and Year-End Values",
"Pension Plan Table", "Compensation and Stock Option Committee Report on
Executive Compensation" and "Stock Performance Graph" is incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information set out in the section captioned "Share Ownership" of the Proxy
Statement is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
9
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULE AND REPORTS ON FORM 8-K
a)(1) FINANCIAL STATEMENTS. The consolidated financial statements included
in the Annual Report are incorporated by reference in Item 8.
a)(2) SCHEDULE. The following consolidated financial statements schedule
for each of the three years in the period ended December 31, 1995 is included
pursuant to Item 14(d):
Report of Independent Accountants on Financial Statements Schedule
Schedule II - Valuation and qualifying accounts
a)(3)(b) No reports on Form 8-K were filed during the quarter ended
December 31, 1995.
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(3) EXHIBITS
3(a) - Certificate of Incorporation of Registrant. (4)
3(b) - Bylaws of Registrant. (1)
4(a) - Article IV of Certificate of Incorporation of Registrant (included in Exhibit 3(a)).
4(b) - Specimen Stock Certificate for Class A Common Stock. (1)
EAST GREENBUSH
10(f)(i) - Installment Sale Agreement, dated as of July 1, 1987, between the Registrant and Rensselaer
County Industrial Development Authority. (1)
10(f)(ii) - Letter of Credit Agreement, dated as of July 1, 1987, between the Registrant and Norstar
Bank of Upstate NY. (1)
10(f)(iii) - Letter Agreement, undated, between the Registrant and Norstar Bank of Upstate NY, amending
the Letter of Credit Agreement referred to as Exhibit 10(f)(ii). (2)
10(f)(iv) - Letter Agreement, dated May 10, 1990, between the Registrant and Norstar Bank of Upstate NY,
further amending the Letter of Credit Agreement referred to as Exhibit 10(f)(ii). (8)
10(g)(i) - Loan Agreement, dated April 27, 1989, between the Registrant and New York State Urban
Development Corporation. (6)
D.I.A.L. LOAN
10(h)(i) - Loan Agreement, dated August 31, 1988, between the Registrant and The Chase Manhattan Bank
(National Association). (5)
10(h)(ii) - Letter Agreement, dated as of February 1, 1991, between the Registrant and Harris Trust and
Savings Bank, amending the Loan Agreement referred to as Exhibit 10(h)(i). (9)
MORGAN CREDIT AGREEMENT
10(i)(i) - Amended and restated Credit Agreement, dated as of February 29, 1996, among the Registrant,
certain banks listed therein, and Morgan Guaranty Trust Company of New York, as Agent. (15)
11
EQUIPMENT LEASES
10(k)(i) - Equipment Lease Agreement, dated December 29, 1988, between Registrant and Fleet Credit
Corporation. (6)
10(k)(ii) - Master Lease Agreement, dated August 17, 1987, between Registrant and BancBoston Leasing. (6)
10(k)(iii) - Master Lease of Personal Property, dated November 19, 1987, between Registrant and Security
Pacific Equipment Leasing, Inc. (6)
10(k)(iv) - Master Lease of Personal Property No. 20910, dated August 31, 1989, between the Registrant
and Security Pacific Equipment Leasing, Inc. (7)
PARENT GUARANTEES
10(l)(i) - Guarantee, dated June 15, 1989, delivered by Registrant to Bank of Montreal related to
Albany International Canada, Inc. (6)
10(l)(ii) - Guarantee, dated August 10, 1989, delivered by Registrant to National Australia Bank Limited
related to Albany International Pty Ltd. (6)
10(l)(iii) - Limited Guaranty, dated as of December 5, 1989, delivered by the Registrant to The First
National Bank of Boston, guarantying certain repayment obligations of six subsidiaries of the Company. (9)
10(l)(iv) - Corporate Continuing Guaranty, dated August 8, 1990, delivered by the Registrant to Citicorp
and/or Citibank, N.A., guarantying certain repayment obligations of seven subsidiaries of the Company. (9)
10(l)(v) - Corporate Continuing Guaranty, dated September 20, 1990, delivered by the Registrant to
Citicorp and/or Citibank, N.A., guarantying certain repayment obligations of Albany International S.A. De
C.V. (9)
12
STOCK OPTIONS
10(m)(i) - Form of Stock Option Agreement, dated as of August 1, 1983, between the Registrant and each
of five employees, together with schedule showing the names of such employees and the material differences
among the Stock Option Agreements with such employees. (1)
10(m)(ii) - Form of Amendment of Stock Option Agreement, dated as of July 1, 1987, between the
Registrant and each of the five employees identified in the schedule referred to as Exhibit 10(m)(i). (1)
10(m)(iii) - 1988 Stock Option Plan. (3)
10(m)(iv) - 1992 Stock Option Plan (13)
EXECUTIVE COMPENSATION
10(n) - Pension Equalization Plan adopted April 16, 1986, naming two current executive officers and
one former executive officer of Registrant as "Participants" thereunder. (1)
10(n)(i) - Supplemental Executive Retirement Plan. (14)
10(o)(i) - Form of Executive Deferred Compensation Plan adopted September 1, 1985, and Forms of
Election Agreement. (1)
10(o)(ii) - Form of Directors' Deferred Compensation Plan adopted September 1, 1985, and Form of
Election Agreement. (1)
10(o)(iii) - Executive Deferred Compensation Plan. (3)
10(o)(iv) - Directors' Deferred Compensation Plan. (3)
10(o)(v) - Deferred Compensation Plan of Albany International Corp. (15)
10(o)(vi) - Centennial Deferred Compensation Plan. (15)
OTHER AGREEMENTS
10(q) - Merchandise Orders Purchase and Sale Agreement, dated as of January 28, 1991, among the
Registrant, CXC Incorporated and Citicorp North America, Inc., as Agent. (10)
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10(q)(i) - Amendment No. 1 to Merchandise Orders Purchase and Sale Agreement, dated as of April 26,
1991, among the Registrant, CXC Incorporated and Citicorp North America, Inc., as Agent, amending the
Merchandise Orders Purchase and Sale Agreement referred to as Exhibit 10(q). (11)
11 - Schedule of Computation of Primary and Fully Diluted Net Income Per
Share.
13 - Annual Report to Security Holders for the year ended December 31, 1995.
21 - Subsidiaries of Registrant.
23 - Consent of Coopers & Lybrand L.L.P.
24 - Powers of Attorney. (12)
27 - Financial Data Schedule.
All other schedules and exhibits are not required or are inapplicable and,
therefore, have been omitted.
(1) Previously filed as an Exhibit to the Company's Registration Statement
on Form S-1, No. 33-16254, as amended, declared effective by the
Securities and Exchange Commission on September 30, 1987, which
previously-filed Exhibit is incorporated by reference herein.
(2) Previously filed as an Exhibit to the Company's Registration Statement
on Form S-1, No. 33-20650, declared effective by the Securities and
Exchange Commission on March 29, 1988, which previously-filed Exhibit
is incorporated by reference herein.
(3) Previously filed as an Exhibit to the Registrant's Current Report on
Form 8-K dated August 8, 1988, which previously-filed Exhibit is
incorporated by reference herein.
(4) Previously filed as an Exhibit to the Registrant's Registration
Statement on Form 8-A, File No. 1-10026, declared effective by the
Securities and Exchange Commission on August 26, 1988 (as to The
Pacific Stock Exchange, Inc.), and on September 7, 1988 (as to The New
York Stock Exchange, Inc.), which previously-filed Exhibit is
incorporated by reference herein.
(5) Previously filed as an Exhibit to the Registrant's Current Report on
Form 8-K dated January 6, 1989, which previously-filed Exhibit is
incorporated by reference herein.
14
(6) Previously filed as an Exhibit to the Registrant's Registration
Statement on Form S-1, No. 33-30581, declared effective by the
Securities and Exchange Commission on September 26, 1989, which
previously-filed Exhibit is incorporated by reference herein.
(7) Previously filed as an Exhibit to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1989, which
previously-filed Exhibit is incorporated by reference herein.
(8) Previously filed as an Exhibit to the Registrant's Current Report on
Form 8-K dated June 29, 1990, which previously-filed Exhibit is
incorporated by reference herein.
(9) Previously filed as an Exhibit to the Registrant's Current Report on
Form 8-K dated February 28, 1991, which previously-filed Exhibit is
incorporated by reference herein.
(10) Previously filed as an Exhibit to the Registrant's Current Report on
Form 8-K dated April 8, 1991, which previously-filed Exhibit is
incorporated by reference herein.
(11) Previously filed as an Exhibit to the Registrant's Current Report on
Form 8-K dated May 28, 1991, which previously-filed Exhibit is
incorporated by reference herein.
(12) Previously filed as an Exhibit to the Registrant's Quarterly Report on
Form 10Q dated November 8, 1991, which previously-filed Exhibit is
incorporated by reference herein.
(13) Previously filed as an Exhibit to the Registrant's Current Report on
Form 8-K dated January 18, 1993, which previously-filed Exhibit is
incorporated by reference herein.
(14) Previously filed as an Exhibit to the Registrant's Current Report on
Form 8-K dated June 30, 1994, which previously-filed Exhibit is
incorporated by reference herein.
(15) Previously filed as an Exhibit to the Registrant's Current Report on
Form 8-K dated March 15, 1996, which previously-filed Exhibit is
incorporated by reference herein.
15
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 on the 26th day of March,
1996.
ALBANY INTERNATIONAL CORP.
by /s/ Michael C. Nahl
-------------------
Michael C. Nahl
Principal Financial Officer
Senior Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
*
_______________________ Chairman of the Board March 26, 1996
(J. Spencer Standish) and Director
*
_______________________ President and Director March 26, 1996
(Francis L. McKone) (Chief Executive Officer)
/s/Michael C. Nahl Senior Vice President and
- ----------------------- Chief Financial Officer March 26, 1996
(Michael C. Nahl) (Principal Financial Officer)
*
_______________________ Vice President-Controller March 26, 1996
(Richard A. Carlstrom) (Principal Accounting Officer)
*
_______________________ Vice President, Secretary and March 26, 1996
(Charles B. Buchanan) Director
*
________________________ Director March 26, 1996
(Thomas R. Beecher, Jr.,)
*
_______________________ Director March 26, 1996
(Stanley I. Landgraf)
*
_______________________ Director March 26, 1996
(Dr. Joseph G. Morone)
*
_______________________ Director March 26, 1996
(Allan Stenshamn)
*
_______________________ Director March 26, 1996
(Barbara P. Wright)
*By /s/Michael C. Nahl
------------------
Michael C. Nahl
Attorney-in-fact
16
REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENTS SCHEDULE
To The Shareholders and Board of Directors
Albany International Corp.
Our report on the consolidated financial statements of Albany International
Corp. has been incorporated by reference in this form 10-K from page 7 of the
1995 Annual Report to Shareholders of Albany International Corp. In connection
with our audits of such financial statements, we have also audited the related
financial statements schedule listed in the index on page 10 of this Form 10-K.
In our opinion, the financial statements schedule 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.
/s/ Coopers & Lybrand L.L.P.
Albany, New York
January 25, 1996
S-1
SCHEDULE II
ALBANY INTERNATIONAL CORP. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
(Dollars in thousands)
- ----------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E
- ----------------------------------------------------------------------------------------------
Balance at Additions
Beginning Charged to Balance at
Description of Period Expense Deductions (A) End of Period
- ----------------------------------------------------------------------------------------------
Allowance for doubtful accounts
Year ended December 31:
1995 $4,618 $963 $571 $5,010
1994 $4,579 $597 $558 $4,618
1993 $4,800 $1,667 $1,888 $4,579
(A) Includes accounts written off as uncollectible, recoveries and the effect
of currency exchange rates.
S-2