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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 December 31, 1999
[ ] 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 000-25939
THE KELLER MANUFACTURING COMPANY, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-0435090
- ------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
701 N. WATER ST.
CORYDON, INDIANA 47112
- ---------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 812-738-2222
------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock - No Par Value
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 common stock, (the only class of equity
outstanding), held by non-affiliates of the registrant as of February 29, 2000
was $28,046,330.
The number of shares outstanding of the registrant's common stock as of February
29, 2000 was 5,609,266.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 1999 Annual Report to Shareholders are incorporated by reference
into Parts I, II and IV. Portions of the definitive Proxy Statement dated March
24, 2000 to be delivered to shareholders in connection with the Annual Meeting
of Shareholders to be held April 28, 2000 are incorporated by reference into
Part III.
TABLE OF CONTENTS
-----------------
Number Page
- ------ ----
PART I
ITEM 1 Business 3
ITEM 2 Properties 7
ITEM 3 Legal Proceedings 7
ITEM 4 Submission of Matters to a Vote of Security Holders 7
PART II
ITEM 5 Market for Registrant's Common Stock and Related Stockholder 8
Matters
ITEM 6 Selected Financial Data 8
ITEM 7 Management's Discussion and Analysis of Financial Conditions
and Results of Operations 8
ITEM 8 Financial Statements and Supplementary Data 8
ITEM 9 Changes in and Disagreements with Accounts on Accounting
and Financial Disclosures 8
PART III
ITEM 10 Directors and Executive Officers of the Registrant 9
ITEM 11 Executive Compensation 9
ITEM 12 Security Ownership of Certain Beneficial Owners and 9
Management
ITEM 13 Certain Relationships and Related Transactions 9
PART IV
ITEM 14 Exhibits, Financial Statement Schedules and Reports 10
on Form 8-K
Signatures 11
2
PART I
This Form 10-K Annual Report (the "Report") contains certain statements
that are "forward-looking statements" within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, as amended. Those statements appear in a number
of places in this Report and may include statements regarding the
intent, belief or current expectations of the Company or its officers
with respect to (i) the Company's strategic plans, (ii) the policies of
the Company regarding capital expenditures, financing and other
matters, and (iii) industry trends affecting the Company's financial
condition or results of operations. Readers of this Report are
cautioned that reliance on any forward-looking statement involves risks
and uncertainties. Although The Keller Manufacturing Company, Inc. (the
"Company") believes that the assumptions on which the forward-looking
statements contained herein are based are reasonable, any of those
assumptions could prove to be inaccurate given the inherent
uncertainties as to the occurrence or nonoccurrence of future events.
There can be no assurance that the forward looking statements contained
in this Report will prove to be accurate. The inclusion of a
forward-looking statement herein should not be regarded as a
representation by the Company that the Company's objectives will be
achieved.
Item 1. Business
General Development of Business
The Company's history dates back to 1866 when the "Keller Store" in Corydon,
Indiana was established. From that time, the operation entered into various
businesses, including running an electrical light plant, manufacturing spokes
for farm wagons, operation in a hub-mill, farm wagon production, building barns,
producing wooden porch furniture, wooden truck bodies and refrigerator boxes, as
well as making end tables, magazine racks, chair parts - and by 1933, a drop
leaf table. The Company was incorporated in 1906 under the laws of the State of
Indiana.
Over 300,000 wagons were built from 1901 - 1912. In 1942, however, the invention
of the farm tractor made the Keller wagon obsolete thereby causing the Company
to end its wagon production. In late 1943, the Company developed household
furniture, including breakfast room suites and dinettes. In the early 1960's,
Keller introduced its first bedroom group. A new plant was built at Culpeper,
Virginia in 1965 and a third plant was built in 1973 at New Salisbury, Indiana.
In 1979, the Company leased four trucks and trailers to deliver furniture
directly to their furniture dealers. In 1996, the Company formed Keller
Dedicated Trucking, Inc. ("Keller Trucking"), a wholly owned subsidiary of the
Company. Its primary function is to provide delivery services for the Company.
Keller Trucking also transfers materials between plants, provides delivery for
some purchased merchandise and provides backhaul services for other companies
when available. Keller Trucking operated 22 trucks in 1999 which delivered
approximately 80% of the Company's finished products.
Narrative Description of Business
The Company designs and manufactures various styles of solid wood dining room
and bedroom furniture using lumber which it has kiln dried at its facilities.
The Company dedicates certain production facilities to specific product lines
and generally manufactures products in response to customer orders. The dining
room furniture consists of chairs, tables, chinas, buffet/hutches and servers.
The primary items manufactured for the bedroom are chests, dressers, night
stands, beds, entertainment decks, mirrors and entertainment centers. There are
eight different product lines made of oak, one line made of cherry, and one of
maple (the Company commonly refers to product lines as "groups" and the terms
will be used interchangeably herein). Another new product line was introduced in
the Fall of 1998. This new line is a product licensed by the PGA TOUR(R) ("PGA
TOUR") and is marketed as such. The licensing agreement between the PGA TOUR and
the Company gives the Company an exclusive license with respect to its bedroom,
dining room and casual dining furniture and a nonexclusive license with respect
to its occasional furniture to use the verbiage "PGA TOUR" and "SENIOR PGA TOUR"
and the graphics associated with this verbiage in the design of said furniture.
The sale of the licensed products is limited to the United States, its
territories and possessions and the Commonwealth of Puerto Rico. The term of the
license extends to December 3, 2001, subject to certain events of default which
will grant the PGA TOUR the right of termination and subject to the Company's
option for an additional three year term subject to agreement of the parties and
the Company's satisfactory performance under the terms of the license. The PGA
TOUR group is an antique English style made of oak. The new group is priced
slightly higher than other groups offered due to the royalty fees required for
the PGA TOUR licensing. The signature product for the new group is a golf
locker.
3
The Company's products are sold primarily in the middle to upper-middle price
range. Net sales from bedroom furniture have recently begun to exceed net sales
from dining room furniture. Bedroom furniture sales increased from 51.1% of net
sales in 1997 to 51.5% in 1998 and 51.6% in 1999. Sales for occasional furniture
were approximately 3.6% of total net sales in 1999. In 1999, the bedroom
furniture ranged in price from $1,599 to $4,099. Dining room sets ranged from
$1,099 to $4,999.
The Company sells its products nationwide through an exclusive sales force of
commissioned employees to approximately 1,600 national, regional and local
furniture chains, independent furniture retailers and warehouse showrooms.
According to Furniture Design & Manufacturing Magazine, Keller Manufacturing is
ranked 106th in sales among furniture manufacturers in North America. The
Company's Multi-Media Plan is a pre-established fund used to advertise and
promote the Company's products. The Multi-Media Plan is budgeted for $1,200,000
in 2000 and is included in the Company's advertising budget. The Company also
promotes its products at the International Home Furnishings Center at High
Point, North Carolina by leasing showroom space to display its products at home
furnishings trade shows. The Company also enhances its name recognition through
its sponsorship of the PGA TOUR.
Raw Materials
The Company purchases lumber from approximately 50 suppliers with no single
supplier representing over 10% of purchases. There has been no difficulty
experienced in obtaining lumber. Material prices had declined in 1999 compared
to 1998. The usage of #2 grade lumber, the Company's primary grade of lumber,
has continued to increase, causing its overall costs to increase. There are
three primary grades of hardwood; #1, #2 and #3. #1 is the highest quality with
the least defects while #3 has the greatest number of defects. The Company
purchases #2 grade lumber, cuts out any defects and uses this refined #2 in its
manufacturing process. This practice allows the Company to manufacture furniture
of comparable quality to furniture made from #1 grade lumber but on a more cost
efficient basis.
Patents, Trademarks, Licenses or Franchises
The Company currently holds no patents, licenses or franchises. The company logo
has been used for approximately forty years, but it is not considered to provide
any financial benefit to the Company.
Seasonal Effects
In the previous three years the Company has experienced some seasonal effects on
sales. The slowest period for sales has traditionally been the second quarter.
In 1999, the third and fourth quarters were approximately equal with the lowest
sales. This was due to the shipments being lower than the previous year and the
backlog increasing as a result. The third quarter is traditionally the strongest
quarter for sales. In 1999, the first quarter was the highest for orders. This
was due in part to the PGA orders taken, and the highest shipments for the year
occurred in the first quarter.
4
Working Capital
The furniture manufacturing industry has no standard guideline for carrying
working capital and the Company does not require its retailers to maintain
minimum working capital. The Company meets dealer demand by scheduling packages
based on current and estimated sales mixes with high volume dealers receiving
priority on quick shipment of merchandise.
The Company offers extended payment terms to customers for damaged items that
are repairable. Each retailer is provided a list of items that are deemed
replaceable and will be given an allowance for shop time to repair. Usually, any
defect to merchandise that would require larger than a 25% discount will be
returned to the Company. Since the Company has its own trucking subsidiary, it
is better equipped than the industry in general to receive returned merchandise
on a cost-effective basis. Due to the high shipping costs by outside sources,
most of the industry offers discounts for dealers to keep defective merchandise.
Customers
The Company's ten largest customers accounted for approximately 38% of its net
sales in 1999. The Company's largest customer, Havertys Furniture ("Havertys"),
accounted for approximately 16% of the Company's net sales in 1999. The loss of
Havertys or another large customer could have a material adverse effect on the
Company. Havertys orders increased $1,124,507 in 1999 due to a change in
advertising circulars from individual stores to a corporate level program.
Backlog
Backlog orders believed to be firm as of December 31, 1999 were approximately
$8,508,000 compared to $6,286,000 in 1998. The Company expects the backlog to be
reduced to previous levels or less in 2000. Currently, all orders placed with
the Company are expected to be filled and shipped as ordered and are considered
firm. The Company does, however, allow modifications or cancellations of orders
up to the time the product is loaded for shipment. A cancellation at such a late
stage is subject to a monetary penalty and occurs only infrequently.
Competition
As the Company continues to expand its product line, it becomes more difficult
to identify a specific competitive market. The Company currently manufactures
and competes in lines of bedroom, dining room and occasional furniture, and
sells to retailers nationwide. The Company's products fall in the middle to
upper-middle price line. The Company's direct competitors include Kincaid
Furniture Co. ("Kincaid"), Cochrane Furniture ("Cochrane"), Sumter Cabinet Co.
("Sumter"), Mobel, Inc. ("Mobel"), Durham Furniture Inc. ("Durham"), Richardson
Brothers Co. ("Richardson Brothers") and Kimball Furniture ("Kimball"). Kincaid
is considered the Company's most direct competitor, and its dining, bedroom and
occasional groups are the strongest competing products against the Company's
product lines. Cochrane and Sumter are the next most competitive companies. They
both compete in the dining and bedroom categories. Cochrane is strongest in the
dining room lines and Sumter is strongest in the bedroom lines. Both Mobel and
Durham compete directly with the Company in bedroom lines. Richardson Brothers
and Kimball both offer lines in dining room and bedroom categories but don't
offer the number of products within these groups as the aforementioned direct
competitors.
There are three primary methods of competition in the furniture manufacturing
industry:
1. Product Quality;
2. Price; and
3. Customer Service.
The Company has several attributes which it believes, when combined, afford it a
competitive advantage. The Company specializes in dining room and bedroom
furniture made of solid wood. Solid wood furniture is considered higher quality
than furniture made from composite materials. This is a valuable marketing tool
in selling to consumers. Moreover, the Company applies a protective finish to
its products which is more durable than that of most of its competitors. The
Company's products are priced competitively for high quality furniture and the
range of retail prices available for various product lines makes its products
available to a wide range of customers. The Company also believes it is
positioned to effectively compete in customer service areas. The Company's
entire product lines may be made available in six to eight weeks. Products are
cut based on demand, which also improves the average delivery time. Moreover,
the Company manufactures most of its own parts and dries all of its own lumber.
All bendings for chairs, headrests and bows are also processed internally.
Finally, Keller Trucking delivers 80% of the Company's merchandise which is
shipped. This allows the furniture to be delivered faster and at a lower cost
than using outside resources. These factors allow the Company to produce quality
furniture at competitive prices.
5
Research and Technical Development
The Company's expenditures on research and development activities can be broken
down into two categories, product development and tooling. Product development
consists of research and design, with some design being outsourced. Tooling
entails the purchase of tools, patterns, equipment and labor associated with the
introduction of a new group. Product Development expenses decreased slightly
from $56,756 in 1996 to $54,171 in 1997, and tooling decreased considerably from
$396,756 in 1996 to $272,700 in 1997. In 1998, product development cost remained
relatively stable, at $52,125, and tooling cost increased to $386,471. Tooling
costs in 1999 consisted of $91,897 for occasional items and $294,574 for the
introduction of the PGA TOUR group. Product development costs increased to
$99,000 for 1999 due to an arrangement for the product designer receiving a
percentage for all PGA TOUR group orders. Tooling costs decreased to $275,310 in
1999, all for the PGA TOUR group.
Environmental Matters
The Company has made no material expenditures in 1999 due to fines or corrective
actions for environmental violations at any of its facilities through 1999. A
project was nearly completed in 1999 to install a new dust collection system at
the Corydon, Indiana facility intending to eliminate any potential OSHA
violations for dust particles in the Mill Departments. This system reduces the
amount of solids found in the water drainage, and keeps the Company within the
City of Corydon's Water Department's standards. Both the Corydon and New
Salisbury facilities have been granted air permits from the state of Indiana and
the Culpeper facility has applied for an air permit from Virginia.
Employees
The Company employed 718 individuals as of December 31, 1999, consisting of 615
hourly employees, 69 salaried employees, 25 salesmen and nine executive
officers. None of the employees belong to a labor union. The Company believes
its relations with its employees are good.
6
Item 2. Properties
The following table sets forth certain information concerning the Company's
manufacturing facilities: All manufacturing facilities and properties listed
below are owned by the Company.
Approximate Size
Location Description In Sq. Ft. Acres
-------- ----------- ---------- -----
Corydon, Indiana Corporate Office 236,681 63.07
& Manufacturing
New Salisbury, Indiana Manufacturing 185,004 91.39
Culpeper, Virginia Manufacturing 185,660 60.18
The Corydon, Indiana plant is the original facility that the Company has
operated since its incorporation in 1906. In 1966, the Culpeper, Virginia plant
was built, and its twin plant in New Salisbury, Indiana was built in 1974. The
two newest locations have not had any significant changes to the structure or
size of the buildings. The Company , as a whole, at the end of 1999, was
estimated to be at 100% capacity for a single shift, 65% for a double shift.
Item 3. Legal Proceedings
Clark v. The Keller Manufacturing Company, Inc. and Ray Menefee; pending in the
United States District Court for the Eastern District of Virginia, Richmond
Division. The plantiff claims race discrimination in an action filed on December
29, 1998. The plaintiff seeks relief in the amount of $100,000 in compensatory
damages and $1,000,000 in punitive damages, together with all costs and
attorney's fees. The complaint was dismissed by order of the District Court
dated February 17, 2000. Plaintiff has approximately 30 days from the date of
dismissal within which to appeal.
Oakes v. The Keller Manufacturing Company, Inc., in the United States District
Court for the Southern District of Indiana. This is an action which was filed
June 9, 1999 in which the plaintiff claims she was wrongfully terminated from
her employment with the Company in violation of the Americans with Disabilities
Act of 1990, as amended. The plaintiff's counsel agreed to voluntarily dismiss
the complaint and the parties have filed a joint stipulation of dismissal to
this effect, file stamped on January 19, 2000. We are now awaiting the Court's
order of dismissal.
Brown v. The Keller Manufacturing Company, Inc., in the United States District
Court for the Southern District of Indiana, New Albany Division. The plaintiff
claimed sexual harassment by a Company employee, negligent retention and
supervision of such employee by the Company, negligent inflection of emotional
stress, constructive discharge and retaliatory action by the Company in
violation of her rights under state law and under Title VII of the Civil Rights
Act of 1964, as amended by the Civil Rights Act of 1991. The plaintiff sought
compensatory damages, consequential damages and punitive damages in such amounts
as might be determined at trial, together with costs and attorneys fees. The
parties filed their joint stipulation for dismissal on January 25, 2000 and the
court issued its order of Dismissal on January 28, 2000.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders of the Company during
the fourth quarter of 1999.
7
Part II
Item 5. Market for Registrants Common Equity and Related
Stockholder Matters
The Company's Common Stock has been traded over-the-counter through Hilliard &
Lyons, Inc. in Louisville, Kentucky. The following prices have been provided by
Hilliard & Lyons, Inc. based upon actual trades (selling price during the
applicable period).
1st Qtr 2nd Qtr. 3rd Qtr. 4th Qtr.
High Low High Low High Low High Low
--------------- --------------- ----------- ----------------
1999 13 9/16 9 3/8 9 7/8 8 5/8 9 8 8 1/8 5 1/4
1998 18 2/3 16 1/2 18 14 5/8 15 11 1/2 12 5/8 10 1/4
As of December 31, 1999, there were 533 record shareholders of the
Company's Common Stock.
Quarterly Dividends Per Share
1st Qtr 2nd Qtr. 3rd Qtr. 4th Qtr. Special Total
-------- ------- --------- -------- -------- -----
1999 .035 .035 .035 .035 .14
1998 .03 .03 .03 .03 .06 .18
Dividends are determined on an annual basis by Board Approval.
The Board of Directors have decided to only pay four quarterly
dividends in December 1999. The Company expects this practice to
continue, although these dividends are payable at the discretion of the
Board of Directors.
Item 6. Selected Financial Data and Supplementary Data
The information set forth on Page 1 of the 1999 Annual Report to Shareholders is
incorporated herein by reference and is filed herewith as Exhibit 13-01.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The information set forth on pages 2-8 of the 1999 Annual Report to Shareholders
is incorporated herein by reference as filed herewith as Exhibit 13.02.
Item 8. Financial Statements
The following financial statements for the Company and independent auditors
report set forth on pages 9-19 of the 1999 Annual Report to Shareholders is
incorporated herein by reference and is filed herewith as Exhibit 13.03.
o Independent Auditor's Report
o Consolidated Balance Sheets as of December 31, 1999 and 1998
o Consolidated Statements of Income for the three years ended
December 31, 1999
o Consolidated Statements of Stockholders' Equity for the three
years ended December 31, 1999
o Consolidated Statements of Cash Flows for the three years
ended December 31, 1999
o Notes to Consolidated Financial Statements
Item 9. Changes in Disagreements with Accounts on Accounting and
Financial Disclosure
None.
8
PART III
Item 10. Directors and Executive Officers of the Registrant
Information with respect to Directors may be found under the caption "Directors
& Executive Officers" on pages 4 and 5 of the Company's Proxy Statement dated
March 24, 2000, for the Annual Meeting of Shareholders to be held on April 28,
2000 (the "Proxy Statement"). Such information is incorporated herein by
reference and is filed herewith as Exhibit 19.01.
Item 11. Executive Compensation
The information in the Proxy Statement set forth under the caption "Executive
Compensation" on page 6 is incorporated herein by reference and is filed
herewith as Exhibit 19.02.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information set forth in the Proxy Statement under the caption "Security
Ownership of Certain Beneficial Owners and Management" on pages 2 and 3 are
incorporated herein by reference and is filed herewith as Exhibit 19.03.
Item 13. Certain Relationships and Related Transactions
None.
9
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The financial statements set forth under Item 8 of this report on Form
10-K are incorporated herein by reference.
(b) Reports on Form 8-K filed in fourth quarter of 1999.
Press Release issued on December 21,1999, by The Keller Manufacturing
Company, Inc. announcing that Steven W. Robertson has been named the
Company's new President and Chief Executive Officer, replacing Robert
W. Byrd who will remain as Chairman of the Board
(c) Financial Statement Schedule
Schedules for the year ended December 31, 1999 & 1998 are included
herein.
II. Valuation and Qualifying Accounts
All other schedules are omitted, as the required information
is inapplicable or the information is presented in the
consolidated financial statements or the related notes.
10
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.
THE KELLER MANUFACTURING COMPANY, INC.
By /s/Steven W. Robertson
----------------------
Steven W. Robertson
President and Chief Executive Officer
Date March 27, 2000
--------------
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.
By /s/Steven W. Robertson
-----------------------------------------------
Steven W. Robertson
President, Chief Executive Officer and Director
Date March 27, 2000
--------------
By /s/Robert W. Byrd
--------------------------------------
Robert W. Byrd - Chairman and Director
Date March 23, 2000
--------------
By /s/Danny L. Utz
------------------------------------------
Danny L. Utz - Vice President-Finance
(Principal Executive Officer) and Director
Date March 23, 2000
--------------
By ______________________________________
Gregory E. Fischer - Director
Date ______________________________________
By /s/Ronald W. Humin
--------------------------
Ronald W. Humin - Director
Date March 24, 2000
--------------
By ______________________________________
Philip L. Jacobs - Director
Date ______________________________________
By ______________________________________
Marvin C. Miller - Director
Date ______________________________________
By /s/John C. Schenkenfelder
---------------------------------
John C. Schenkenfelder - Director
Date March 24, 2000
--------------
11
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS THE KELLER MANUFACTURING
COMPANY, INC.
Col. A Col. B Col. C Col. D Col.E
BALANCE AT CHARGED TO COLLECTION ON
BEGINNING OF COSTS & WRITTEN OFF DEDUCTIONS (BAD BALANCE AT
DESCRIPTION PERIOD EXPENSES ACCTS. DEBTS WRITE OFFS) END OF PERIOD
----------- ------ -------- ------ ----------------- -------------
YEAR ENDED DECEMBER 31, 1999
Deducted from asset accts ................ $291,450 $ -- $ 2,875 $ 37,207 $257,118
Allowance for doubtful accounts
YEAR ENDED DECEMBER 31, 1998
Deducted from asset accts ................ $336,716 $ -- $ 119 $ 45,385 $291,450
Allowance for doubtful accounts
12
(d) Exhibit Listing
Sequential Numbering
Number Assigned in System Page Number
Regulation S-K Item 601 Description of Exhibit of Exhibit
- ----------------------- ---------------------- ----------
(2) No Exhibit
(3) 3.01 Restated Articles of Incorporation of the Company (Incorporated by
reference to Exhibit 3.01 to the Company's Amendment number 2 Form
10 filed July 23, 1999, File No. 000-25939).
3.02 Articles of Amendment of the Restated Articles of Incorporation of
the Company (Incorporated by reference to Exhibit 3.02 to the
Company's Amendment number 2 Form 10, filed July 23, 1999, File
No. 000-25939).
3.03 Articles of Amendment of the Restated Articles of Incorporation of
the Company (Incorporated by reference to Exhibit 3.03 to the
Company's Amendment number 2 Form 10, filed July 23, 1999, File
No. 000-25939).
3.04 Bylaws of the Company (Incorporated by reference to Exhibit 3.04
to the Company's Amendment number 2 Form 10, filed July 23, 1999,
File No. 000-25939).
(4) 4.01 Form of Shareholders Rights Agreement, dated as of December 18,
1998, by and between the Company and J.J.B. Hilliard, W.L. Lyons,
Inc. as Rights Agent (Incorporated by reference to Exhibit 4.01 to
the Company's Amendment number 2 Form 10, filed July 23, 1999,
File No. 000-25939).
4.02 See Article IV of the Restated Articles of Incorporation of the
Company found in Exhibit 3.01 (Incorporated by reference to
Exhibit 4.02 to the Company's Amendment number 2 Form 10, filed
July 23, 1999, File No. 000-25939).
4.03 See Article II of the Bylaws of the Company found in Exhibit 3.04
(Incorporated by reference to Exhibit 4.03 to the Company's
Amendment number 2 Form 10, filed July 23, 1999, File No.
000-25939).
13
(9) No Exhibit
(10) 10.01 Form of "Lease of Space in International Home Furnishings Center"
dated as of May 1, 1999, by and between the Company and
International Home Furnishings Center, Inc. (Incorporated by
reference to Exhibit 10.01 to the Company's Amendment number 2
Form 10, filed July 23, 1999, File No. 000-25939).
10.02 Form of Lease Agreement by and between 1355 Market Street
Associates, L.P. d/b/a San Francisco Mart and the Company.
(Incorporated by reference to Exhibit 10.02 to the Company's
Amendment number 2 Form 10, filed July 23, 1999, File no.
000-25939).
10.03 Form of "Effective Management Systems, Inc. Software License,
Professional Services and Support Purchase Agreement" dated as of
July 6, 1998, by and between the Company and Effective Management
Systems, Inc. (Incorporated by reference to Exhibit 10.03 to the
Company's Amendment number 2 Form 10, Filed July 23, 1999, File
No. 000-25939).
10.04 Form of "Extended Hour Support Agreement" by and between the
Company and Effective Management Systems, Inc. (Incorporated by
reference to Exhibit 10.04 to the Company's Amendment number 2
Form 10, filed July 23, 1999, File No. 000-25939).
10.05 Form of "Lease Agreement" by and between the Company and Trailer
Leasing Company. (Incorporated by reference to Exhibit 10.05 to
the Company's Amendment number 2 Form 10, filed July 23, 1999,
File No. 000-25939).
10.06 Form of "Ryder Truck Rental, Inc. Truck Lease and Service
Agreement" by and between the Company and Ryder Truck Rental, Inc.
with accompanying schedules (Incorporated by reference to Exhibit
10.06 to the Company's Amendment number 2 Form 10, filed July 23,
1999, File No. 000-25939).
10.07 Schedules to Exhibits 10.04 and 10.05. (Incorporated by reference
to Exhibit 10.07 to the Company's Amendment number 2 Form 10,
filed July 23, 1999, File No. 000-25939).
10.08 The Keller Manufacturing Company, Inc. Craftsman Stock Option Plan
(Incorporated by reference to Exhibit 10.08 to the Company's
Amendment number 2 Form 10, filed July 23, 1999, File No.
000-25939).
10.09 The Keller Manufacturing Company, Inc. Board of Directors' Stock
Bonus Awards Plan (Incorporated by reference to Exhibit 10.09 to
the Company's Amendment number 2 Form 10, filed July 23, 1999,
File No. 000-25939).
10.10 The Keller Manufacturing Company, Inc. Incentive Program for
Executive Personnel (Incorporated by reference to Exhibit 10.10 to
the Company's Amendment number 2 Form 10, filed July 23, 1999,
File No. 000-25939).
14
10.11 License Agreement by and between the Company and PGA TOUR
Licensing (Incorporated by reference to Exhibit 10.11 to the
Company's Amendment number 2 Form 10, filed July 23, 1999, File
No. 000-25939).
10.12 Sponsorship Agreement by and between the Company and PGA TOUR,
Inc. (Incorporated by reference to Exhibit 10.12 to the Company's
Amendment number 2 Form 10, filed July 23, 1999, File No.
000-25939).
(11) No Exhibit
(12) No Exhibit
(13) 13.01 Selected Financial Data Incorporated by Reference to Page 1 of
1999 Annual Report to Shareholders ("1999 Annual Report")
13.02 Management's Discussion and Analysis of Financial Condition and
Results of Operations Incorporated by Reference to Pages 2-8 of
1999 Annual Report.
13.03 Financial Statements Incorporated by Reference to pages 9-19 of
1999 Annual Report
(15) No Exhibit
(18) No Exhibit
(21) Subsidiaries of Company
(22) No Exhibit
(23) 23.01 Consent of Deloitte & Touche LLP Independent Auditors
(24) No Exhibit
(27) 27.01 Financial Data Schedule
(99) No Exhibit