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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended January 26, 2002 Commission File Number 1-5452
ONEIDA LTD.
163-181 KENWOOD AVENUE
ONEIDA, NEW YORK 13421-2899
(315) 361-3636
NEW YORK 15-0405700
(State of Incorporation) (I.R.S. Employer Identification No.)
Securities registered pursuant to Section 12(b) of the Act:
Name of exchange
Title of Class on which registered
-------------- -------------------
Common Stock, par value $1.00 per share New York Stock Exchange
with attached Preferred Stock purchase rights
Securities registered pursuant to Section 12(g) of the Act:
6% Cumulative Preferred Stock, par value $25 per share
(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. [X]
The aggregate market value of the voting stock held by non-affiliates of the
registrant based on a closing price of $14.75 per share as reported on the New
York Stock Exchange Composite Index on April 15, 2002 was $233,923,860.
The number of shares of Common Stock ($1.00 par value) outstanding as of April
15, 2002, was 16,584,873.
Documents Incorporated by Reference
1. Portions of Oneida Ltd.'s Annual Report to Stockholders for the fiscal year
ended January 26, 2002 (Parts I and II of Form 10-K).
2. Portions of Oneida Ltd.'s Definitive Proxy Statement dated April 25, 2002
(Part III of Form 10-K).
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Page 0 of 19. See list of Exhibits on pages 11-15
PART I
ITEM 1. BUSINESS.
a. General.
The Company (unless otherwise indicated by the context, the term "Company" means
Oneida Ltd. and its consolidated subsidiaries) was incorporated in New York in
1880 under the name Oneida Community, Limited. In 1935, the Company's name was
changed to Oneida Ltd. It maintains its executive offices in Oneida, New York.
Since its inception, the Company has manufactured and marketed tableware -
initially silverplated and, later, sterling and stainless steel products. By
acquiring subsidiaries, entering into strategic distributorship arrangements and
expanding its own tableware lines, the Company has diversified into the
manufacture and distribution of commercial and retail china dinnerware and the
distribution of other tableware, kitchenware and gift items, most notably
crystal and glass stemware, barware and giftware.
b. Industry Segments.
The Company's operations and assets are in one principal industry: tableware
products. The Company's principal industry segments are grouped around the
manufacture and distribution of three major product categories: metalware,
dinnerware and glassware. The Company also distributes a variety of other
tabletop accessories, kitchen utensils and giftware.
Information regarding the Company's operations by industry segment for the years
ended January 26, 2002, January 27, 2001 and January 29, 2000 is set forth on
page 27 of the Company's Annual Report to Stockholders for the year ended
January 26, 2002, parts of which are incorporated herein by reference.
c. Narrative Description of Business.
Principal Products.
Metalware:
Metalware is comprised of stainless steel, silverplated and sterling silver
flatware (forks, knives, spoons and serving pieces), stainless steel and
silverplated holloware (bowls, trays, and tea and coffee sets), cutlery and
cookware.
The principal source of the Company's flatware is the Company's Sherrill, New
York manufacturing facility. In addition, the Company also utilizes the
facilities of Oneida Mexicana, S.A., its wholly owned subsidiary located in
Toluca, Mexico, to manufacture flatware patterns that are not produced in
Sherrill, New York. The Company also imports flatware and cutlery from several
international sources.
The Company, through its Oneida International, Inc. subsidiary, manufactures
stainless steel holloware in Shanghai, China. The Company also imports stainless
steel and silverplated holloware products from several international sources.
The Company imports its aluminum and stainless steel cookware from several
international sources.
Dinnerware:
Dinnerware includes domestic and imported china, porcelain and stoneware plates,
bowls, cups, mugs, and a variety of serving pieces.
1
In June 2000, the Company acquired substantially all of the assets of Sakura,
Inc., a leading marketer of consumer dinnerware and accessories. In business for
over 40 years, Sakura's focus is on ceramic, porcelain and melamine dinnerware
and accessories. Sakura's products carry both proprietary designs and designs
licensed from a wide spectrum of leading artists and designers, including Debbie
Mumm and Warren Kimble. The Company imports its consumer dinnerware from several
international sources.
Buffalo China, Inc. is a leading manufacturer of vitreous china for the
foodservice industry. Buffalo China also operates a subsidiary, Ceramica de
Juarez, S.A. de C.V., located in Juarez, Mexico. Ceramica de Juarez produces
holloware and other specialty china pieces that are not manufactured in Buffalo,
including fully finished items and bisque china which is then finished in
Buffalo. THC Systems, Inc., another of the Company's subsidiaries, is a leading
importer and marketer of vitreous china and porcelain dinnerware for the
foodservice industry. THC does business under the REGO tradename.
The Company is also the exclusive distributor of certain china dinnerware
products manufactured by Schonwald and Noritake Co., Inc. for the United States
foodservice and institutional markets.
Glassware:
The Company's Glassware segment includes glass and crystal stemware, barware,
serveware, giftware and decorative pieces.
In September 1997, the Company became the exclusive distributor of Schott
Zwiesel crystal products in the foodservice and consumer markets of the United
States, Mexico and the Caribbean. In 1999, this distribution relationship was
extended to include the foodservice and consumer markets of Australia, New
Zealand, and Central and South America. In 2000, the foodservice and consumer
markets of the United Kingdom were added as well. Schott Zwiesel is a German
manufacturer of fine crystal stemware, barware and giftware. The Company markets
Schott Zwiesel's crystal products under both the Schott Zwiesel and Oneida
names.
In February 1999, the Company became the exclusive distributor of the crystal
products manufactured by Cristalleria Artistica La Piana, SpA, also known as
CALP, for the consumer and foodservice markets in the United States. CALP is an
Italian manufacturer of fine 24% lead crystal stemware, giftware and decorative
pieces. The Company will continue to market CALP's crystal products under CALP's
trademarks of RCR, CAPRI, DA VINCI, PRIMA VERA and CRISTALLO, as well as under
the Oneida name.
In addition to the distribution of Schott and CALP crystal, the Company
significantly expanded its self-branded glassware lines in 1998 with the
introduction of Oneida glassware for both foodservice and consumer use. Oneida
imports its glassware from several foreign sources, but is supplied primarily by
Pasabahce Cam Sanayii ve Ticaret A.S., a Turkish glassware manufacturer. In
April 2000, the Company and Pasabahce formalized their relationship whereby the
Company will act as Pasabahce's exclusive foodservice distributor in the United
States, Canada, Mexico and the Caribbean, and for certain products in Australia
and New Zealand.
The Company has and will continue to import other glass and crystal stemware,
barware, serveware, giftware and decorative pieces from several international
sources.
Other Tabletop Accessories:
The Company, in recent years, expanded its product offerings beyond its main
metalware, dinnerware and glassware segments. These other products include
ceramic and plastic serveware, kitchen and table linens, picture frames and
decorative pieces distributed primarily by the Company's Encore Promotions and
Kenwood Silver subsidiaries.
2
The percentages of metalware, dinnerware, glassware and other tabletop
accessories sales to total consolidated sales for the fiscal years, which end in
January, are as follows:
2002 2001 2000
---- ---- ----
Metalware: 65% 66% 68%
Dinnerware: 27% 25% 21%
Glassware: 7% 8% 8%
Other Tabletop Accessories: 1% 1% 3%
Principal Markets.
Consumer:
Consumer marketing focuses on individual consumers, and the Company's
wide-ranging consumer marketing activities include both retail and direct
operations. The Company's retail accounts include national and regional
department store chains, mass merchandise and discount chains, specialty shops
and local establishments. The Company's direct accounts serve business customers
in the premium, incentive, mail order and direct selling markets. The Company
also reaches consumers with its Kenwood Silver Company, Inc. and Encore
Promotions, Inc. subsidiaries, both of which play a significant role in the
marketing of the Company's products. Kenwood Silver Company, Inc. operates a
chain of 64 Oneida factory outlet stores in resort and destination shopping
areas across the United States, while Encore Promotions, Inc. runs supermarket
redemption programs featuring a variety of tableware and household items. The
Company also markets its products via its web site, www.oneida.com.
Most consumer orders are filled directly by the Company from its primary
distribution center located in Sherrill, New York. For some accounts, however,
orders are fulfilled by one of the Company's two other distribution centers
which are located in Ontario, California and Nashville, Tennessee.
Foodservice:
The Company serves foodservice and institutional accounts of all kinds,
including restaurants, hotels, resorts, convention centers, food distributors,
airlines, cruise lines, hospitals and educational institutions.
In August 2000, the Company acquired all outstanding shares of Delco
International, Ltd., a leading marketer of foodservice tableware products for
more than 60 years. Delco's mass-market customer base includes distributors,
restaurant and hotel chains and institutional accounts, while Delco's ABCO
division is the tableware source for over 50 airlines worldwide.
While most foodservice orders are filled directly by the Company from its
primary distribution centers in Sherrill and Buffalo, New York, some orders are
filled by the Company's other distribution centers which are located in Ontario,
California and Nashville, Tennessee. The Company also utilizes third party
warehouses located in Long Beach, California; Miami, Florida; Charlotte, North
Carolina; and Fond du Lac, Wisconsin to service certain foodservice customers.
International:
International activities span both the consumer and foodservice markets
described above, and include the marketing and sale of the Company's
domestically manufactured and internationally sourced products throughout the
world.
All sales and marketing functions in the Canadian market are served by the
Company's Oneida Canada, Limited subsidiary while all sales and marketing
functions in the Mexican, Central and South American and Caribbean markets are
served by the Company's Oneida, S.A. de C.V. subsidiary.
In June 2000, the Company's English subsidiary, Oneida U.K. Limited, acquired
all outstanding shares of London-based Viners of Sheffield Limited. Oneida U.K.
Limited and Viners of Sheffield Limited, the leading marketer of
consumer flatware and cookware in the U.K., currently serve the Company's
European, African, Middle and Far Eastern and Asian and Pacific markets.
3
The Australian and New Zealand markets are served by the Company's subsidiary,
Oneida Australia, Pty Ltd. In addition to marketing the Company's existing
products, Oneida Australia Pty Ltd. continues the businesses of two 1998
acquisitions: Stanley Rogers & Son, a leading importer and marketer of stainless
steel and silverplated flatware to retail customers in Australia and New
Zealand, and Westminster China, a leading importer and marketer of porcelain
dinnerware to the foodservice industry in Australia and New Zealand.
The Company owns approximately 97% of Oneida International, Inc., a corporation
formed to market tabletop products of Italian design, some of which are
manufactured in Italy while others are manufactured in Shanghai, China or
sourced internationally. Oneida International, Inc. develops and markets these
and other of the Company's products in the international foodservice market
through its Italian subsidiary, Oneida Italy, S.r.l.
In addition to the foregoing, the Company also uses a network of independent
representatives and distributors to market and sell the Company's products in
countries where the Company does not have offices or employees of its own.
International orders for both foodservice and consumer products are filled by
the Company from a variety of locations, including the Company's United States
distribution centers in Sherrill, New York and Nashville, Tennessee, as well as
the Company's international facilities in Niagara Falls, Canada; Toluca, Mexico;
London, England; Bangor, Northern Ireland; Melbourne, Australia; and Vercelli,
Italy. In addition, many orders are shipped directly from the suppliers to the
Company's international customers.
Raw Materials.
The principal raw materials used by the Company in its manufacture of metalware
are stainless steel, brass, silver and gold. For china, they are various clays,
flint, aluminum oxide and glass frite. These materials are purchased in the open
market to meet current requirements and have historically been available in
adequate supply from multiple sources. The Company experienced no significant or
unusual problems in the purchase of raw materials during the fiscal year ended
January 2002. Although the Company has successfully met its raw materials
requirements in the past, there may in the future be temporary shortages or
sharp increases in the prices of raw materials due to a number of factors such
as transportation disruptions, or production or processing delays. For example,
the price of nickel, one of the components of stainless steel, a principal
ingredient of the Company's metalware products, has been volatile since late
1999. While it is impossible to predict the timing or impact of future shortages
and price increases, such shortages and increases have not in the past had any
material adverse effects on the Company's operations.
Intellectual Property.
The Company owns and maintains many design patents in the United States and
Canada. These patents, along with numerous copyrights, protect the Company's
product designs and decorations. In addition, the Company has registered its
most significant trademarks in the United States and many foreign countries. The
consumer, foodservice and international operations use a number of trademarks
and trade names which are advertised and promoted extensively including ONEIDA,
ABCO, BUFFALO CHINA, COMMUNITY, DELCO, HEIRLOOM, LTD, NORTHLAND, REGO, ROGERS,
SAKURA, SANT'ANDREA and VINERS OF SHEFFIELD. Taken as a whole, the Company's
intellectual property, especially the market recognition associated with the
ONEIDA name, is a material, although intangible, corporate asset.
4
Licenses.
The Company continues to explore opportunities to capitalize on the ONEIDA name
in new product categories. One vehicle for this expansion has been licensing the
ONEIDA name for use by third parties on products complementary to the Company's
own core tableware lines. Examples include agreements with Robinson Knife
Manufacturing Co., Inc. and Trendex Home Designs, Inc. for the manufacture and
marketing of ONEIDA kitchen tools and accessories and ONEIDA kitchen and table
linens, respectively. In addition, the Company also maintains license agreements
that allow it to market lines of flatware under the WEDGWOOD and ROYAL DOULTON
names, a line of dinnerware, flatware, glassware and related accessories under
the COCA-COLA name and lines of dinnerware and flatware under the RUSSEL WRIGHT
name. The Company began selling its WEDGWOOD flatware and RUSSEL WRIGHT
dinnerware in the Spring of 2002. The RUSSEL WRIGHT flatware will follow in the
Summer of 2002 and the COCA-COLA tableware and ROYAL DOULTON flatware in late
2002. Neither the terms nor the effects of any of the Company's license
agreements are material.
Seasonality of Business.
Although consumer operations normally do a greater volume of business during
October, November and December primarily because of holiday-related orders for
metalware, dinnerware and glassware products, our businesses are not considered
seasonal.
Customer Dependence.
No material part of the Company's business is dependent upon a single customer,
the loss of which would have a materially adverse effect. Sufficient inventories
of metalware, dinnerware, glassware and other products are maintained by the
Company to respond promptly to orders.
Backlog Orders.
Tableware operations had order backlogs of $26,238,300 as of March 13, 2002 and
$34,365,000 as of March 23, 2001. This backlog is expected to be filled during
the current fiscal year, principally in the first quarter. The amount of backlog
is reasonable for the tableware industry.
Market Conditions and Competition.
The Company is the only domestic manufacturer of a complete line of stainless
steel, silverplated and sterling flatware. The Company believes that it is the
largest producer of stainless steel and silverplated flatware in the world. The
Company's dinnerware, holloware and crystal and glass lines, along with its
flatware lines, make the Company a truly complete tableware supplier. The
Company faces competition from several domestic companies that market both
imported and domestically manufactured lines and from hundreds of importers
engaged exclusively in marketing foreign-made tableware products. In recent
years, there is also competition from department and specialty stores and
foodservice establishments that import foreign-made tableware products under
their own private labels for their sale or use. The Company strives to maintain
its market position through product diversity, design innovation, and brand
strength, especially among consumers.
The metalware, dinnerware and glassware businesses are each highly competitive.
The principal factors affecting domestic consumer competition are design, price,
quality and packaging. Other factors that have an effect on consumer competition
are availability of replacement pieces, and product warranties. In the opinion
of the Company, no one factor is dominant and the significance of the different
competitive factors varies from customer to customer.
The principal factors affecting domestic foodservice competition are price,
service and quality. The Company's foodservice products and service are highly
regarded in this industry, and we are one of the largest sources of commercial
china dinnerware and stainless steel and silverplated tableware in the United
States.
The principal factors affecting international competition are brand recognition,
design and quality. Other factors affecting the Company's participation in the
international market include competition with local suppliers and high import
duties, both of which increase the Company's costs relative to local producers.
5
Research and Development.
The Company places a considerable emphasis on excellence in development and
design. To achieve this end, the Company maintains full time in-house design and
engineering departments that continuously develop, test and improve products and
manufacturing methods. Independent designers and collaborative efforts with
other companies contribute to the Company's emphasis on development and design.
The Company's actual expenditures on research and development activities during
the past three fiscal years, however, have not been material.
Environmental Compliance.
The Company does not anticipate that compliance with federal, state and local
environmental laws and regulations will have any material effect upon the
capital expenditures, earnings or competitive position of the Company. The
Company does not anticipate any material capital expenditures for environmental
control facilities for the remainder of the current fiscal year or the
succeeding fiscal year.
Employment.
The Company and its subsidiaries employed approximately 2,580 employees in
domestic operations and 1,390 employees in foreign operations as of March 1,
2002. The Company maintains positive relations with its domestic and foreign
employees. With the exception of its Buffalo China, Inc. subsidiary, the
Company's facilities are not unionized. The employees of Buffalo China Inc.'s
manufacturing facility in Buffalo, New York are represented by the Glass,
Molders, Pottery, Plastics & Allied Workers International Union AFL-CIO, CLC and
its local union No. 76A. The current collective bargaining agreement between
Buffalo China, Inc. and the Glass, Molders, Pottery, Plastics & Allied Workers
International Union AFL-CIO, CLC and its local union No. 76A expires on July 31,
2005. The Company has experienced no work stoppages or strikes in the past five
years.
Forward Looking Information.
With the exception of historical data, the information contained in this Form
10-K, as well as those other documents incorporated by reference herein, is
forward-looking. For the purposes of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995, the Company cautions readers that
changes in certain factors could affect the Company's future results and could
cause the Company's future consolidated results to differ materially from those
expressed herein. Such factors include, but are not limited to: general economic
conditions in the Company's markets; difficulties or delays in the development,
production and marketing of new products; the impact of competitive products and
pricing; certain assumptions related to consumer purchasing patterns;
significant increases in interest rates or the level of the Company's
indebtedness; major slowdowns in the retail, travel or entertainment industries;
the loss of several of the Company's major customers; underutilization of the
Company's plants and factories; and the amount and rate of growth of the
Company's selling, general and administrative expenses.
ITEM 2. PROPERTIES.
The principal properties of the Company and its subsidiaries are situated at the
following locations and have the following characteristics:
Approximate Square Footage
--------------------------
Ontario, California Warehouse 206,000
Buffalo, New York Manufacturing China 257,000
Buffalo, New York Offices, Warehouse and China Decorating Facility 203,000
Buffalo, New York Offices and Warehouse 82,000
Oneida, New York Executive Administrative Offices 95,000
Sherrill, New York Manufacturing Stainless Steel, Silverplated
and Sterling Flatware 1,082,000
6
Approximate Square Footage
--------------------------
Sherrill, New York Offices and Warehouse 206,000
Sherrill, New York Manufacturing Knives 135,000
Nashville, Tennessee Warehouse 293,000
Melbourne, Australia Offices and Warehouse 60,000
Niagara Falls, Ontario, Offices and Warehouse 120,000
Canada
Shanghai, China Manufacturing Foodservice Holloware 55,000
London, England Offices and Warehouse 30,000
Bangor, N. Ireland Offices and Warehouse 32,000
Vercelli, Italy Offices, Warehouse and Manufacturing
Stainless Steel Holloware 84,000
Juarez, Mexico Manufacturing China 65,000
Mexico City, Mexico Offices and Warehouse 32,000
Toluca, Mexico Manufacturing Stainless Steel Flatware 75,000
All of these buildings are owned by the Company with the following exceptions:
o Ownership of the 206,000 square foot Sherrill, New York warehouse and
office property was transferred to the Oneida County Industrial Development
Agency on February 25, 2000 in exchange for various tax concessions from the
county. The property will remain in the ownership of the Oneida County
Industrial Development Agency for a term of fifteen years, upon the expiration
of which the property will be conveyed back to the Company.
o Ownership of the 203,000 square foot Buffalo, New York office,
warehouse and decorating property was transferred to the Erie County Industrial
Development Agency on February 29, 2000 in exchange for various tax concessions
from the county. The property will remain in the ownership of the Erie County
Industrial Development Agency for a term of fifteen years, upon the expiration
of which the property will be conveyed back to Buffalo China.
o The offices and warehouses in Ontario, California; Nashville,
Tennessee; Melbourne, Australia; Mexico City, Mexico; Bangor, Northern Ireland;
and London, England are leased.
In addition to the land primarily associated with its manufacturing operations,
the Company owns approximately 600 additional acres in the cities of Sherrill
and Oneida and the town of Vernon, New York.
The Company leases sales offices and/or showrooms in New York City and Melville
and Malta, New York. The Company also leases retail outlet space in numerous
locations throughout the United States through its subsidiary, Kenwood Silver
Company, Inc., and in several locations in the United Kingdom through its
subsidiary, Oneida U.K. Limited.
7
All of the Company's buildings are located on sufficient property to accommodate
any further expansion or development planned over the next five years. The
properties are served adequately by transportation facilities, are well
maintained and are adequate for the purposes for which they are intended and
used.
ITEM 3. LEGAL PROCEEDINGS.
On December 8, 1998, the Oneida Indian Nation of New York, the Oneida Tribe of
Indians of Wisconsin and the Oneida of the Thames, as Plaintiffs, along with The
United States of America, as Intervenor, moved to amend their Complaint filed on
May 3, 1974 in the United States District Court for the Northern District of New
York against the Counties of Madison and Oneida, New York. The Amended Complaint
sought to add the State of New York, New York State Thruway Authority,
Utica-Rome Motorsports, Inc., Niagara Mohawk Power Corporation and the Oneida
Valley National Bank, individually and as representatives of the class of
similarly situated private landowners in Madison and Oneida Counties. The
Complaint alleged that during the nineteenth century the Oneidas' lands were
improperly transferred. The Oneidas sought title to the property as well as
monetary damages. The Company's headquarters and main manufacturing and
distribution facilities are located within this land claim area. On September
25, 2000 the Judge ruled that the private landowners, including the Company,
could not be added as Defendants in this action.
On February 16, 2002, the Oneida Indian Nation of New York, the State of New
York and Madison and Oneida Counties announced an agreement in principle to
resolve the longstanding land claim. Later that month, to demonstrate their
opposition to the announced settlement, the Oneida Tribe of Indians of Wisconsin
began filing suits against private owners of commercial property within the land
claim area. To date, approximately 40 such suits have been filed by the Oneida
Tribe of Indians of Wisconsin. As of the date hereof, the Company has not been
made the subject of such a suit.
In addition to the foregoing, the Company is involved in various routine legal
proceedings incidental to the operation of its business. Other than as discussed
herein, the Company's Management does not believe there is any ongoing or
pending litigation with a possible material effect on the financial position of
the Company.
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF STOCKHOLDERS.
None.
PART II
Information required to be furnished under Items 5 through 9 of this Part is set
forth in, and incorporated by reference to, the Company's Annual Report to
Stockholders for the year ended January 26, 2002, at the respective pages
indicated.
ITEM 5. MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED
SECURITY HOLDER MATTERS.
Page 33 of the Company's Annual Report.
ITEM 6. SELECTED FINANCIAL DATA.
Page 34 of the Company's Annual Report.
8
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
Pages 30 through 33 of the Company's Annual Report.
ITEM 7a. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK.
Pages 12 through 33 of the Company's Annual Report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Pages 12 through 33 of the Company's Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III
Information required to be furnished under Items 10 through 13 of this Part is
set forth in, and incorporated by reference to, the Company's definitive Proxy
Statement dated April 25, 2002 (File 1-5452), at the respective pages indicated.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Pages 2 through 5 of the Company's definitive Proxy Statement.
Executive Officers of the Registrant
As of April 15, 2002, the persons named below are the executive officers of the
Company and all have been elected to serve in the capacities indicated at the
pleasure of the Oneida Ltd. Board of Directors. No family relationships exist
among any of the executive officers named, nor is there any arrangement or
understanding pursuant to which any person was selected as an officer.
Name, Age and Positions with Company Principal Business Affiliations During Past Five Years
- ----------------------------------------------- ---------------------------------------------------------------------
Allan H. Conseur, 53 Mr. Conseur was elected Executive Vice President in 1999. He also has
Executive Vice President and held the positions of President, THC Systems, Inc. since 1996 and
a Director President, Oneida International, Inc. since 1998. He joined the Company
in 1996.
Harold J. DeBarr, 57 Mr. DeBarr was elected Corporate Senior Vice President in 1999. He had
Corporate Senior Vice President, been Senior Vice President, Manufacturing and Engineering since 1996.
Manufacturing and Engineering
9
Name, Age and Positions with Company Principal Business Affiliations During Past Five Years
- ----------------------------------------------- ---------------------------------------------------------------------
Gregg R. Denny, 45 Mr. Denny was elected Chief Financial Officer in June 2000. He had been
Chief Financial Officer Vice President of Purchasing since April 2000, Managing Director of
Oneida's Australian operation since 1998 and Director of Purchasing
since 1996.
Thomas A. Fetzner, 54 Mr. Fetzner has been Vice President and Corporate Controller for
Vice President and Corporate Controller more than the past five years.
J. Peter Fobare, 52 Mr. Fobare assumed responsibility for the Consumer Direct Division
Senior Vice President and General in 1999. He had been Senior Vice President and General Manager of
Manager, Consumer Retail and Direct the Consumer Retail Division for more than five years prior to
Divisions and a Director 1999.
Oliver B. Hasler, 38 Mr. Hasler was elected Senior Vice President and Managing Director,
Senior Vice President and Managing International Division in 2000. He had been Managing Director of
Director, International Division Oneida's Latin American operation since 1998 and General Manager of
Oneida Mexicana since 1995.
Robert J. Houle, 60 Mr. Houle was elected Corporate Vice President in 1999. He had been
Corporate Vice President, Human Vice President, Human Resources and Manufacturing Administration
Resources for more than five years prior to 1999.
James E. Joseph, 41 Mr. Joseph was elected Senior Vice President and General Manager,
Senior Vice President and General Foodservice Division in August 2000. He had been Senior Vice
Manager, Foodservice Division President, International Division since March 2000, Vice President
and Managing Director of Oneida's European, African and Asian operations
since 1998 and Managing Director of Oneida's Latin American operation
since 1994.
Peter J. Kallet, 55 Mr. Kallet was elected Chairman in 2000. He has been Chief
Chairman of the Board, President and Executive Officer since 1998 and President and Chief Operating
Chief Executive Officer and a Director Officer since 1996. He had been Senior Vice President and General
Manager of the Company's Foodservice Division for more than five years
prior to 1996.
Thomas E. Lowe, 51 Mr. Lowe was elected President of Encore Promotions, Inc. in 2001.
President, Encore Promotions, Inc. He had been Senior Vice President, Marketing since 2000. Mr. Lowe
joined the Company in 2000.
Robert L. Lupica, 40 Mr. Lupica was elected Senior Vice President in 1999. He has been
Senior Vice President and General Manager of the Company's Buffalo Operations since 1996.
General Manager, Buffalo Operations Mr. Lupica joined the Company in 1996.
Catherine H. Suttmeier, 45 Ms. Suttmeier was elected Corporate Vice President in 1999. She has
Corporate Vice President, Secretary and been Vice President, Secretary and General Counsel for more than
General Counsel and a Director five years prior to 1999.
ITEM 11. EXECUTIVE COMPENSATION.
Pages 6 through 10 of the Company's definitive Proxy Statement.
10
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
Pages 1, 2, 4, 6 and 7 of the Company's definitive Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Pages 1 through 5 of the Company's definitive Proxy Statement.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON
FORM 8-K.
(a) 1. Financial statements incorporated by reference from the Company's
2002 Annual Report to Stockholders and filed as part of this Report:
Consolidated Statements of Operations for the fiscal years
ended 2002, 2001 and 2000 (page 12 of the Company's Annual
Report).
Consolidated Balance Sheets for the fiscal years ended 2002
and 2001 (page 13 of the Company's Annual Report).
Consolidated Statements of Changes in Stockholders' Equity for
the fiscal years ended 2002, 2001 and 2000 (page 14 of the
Company's Annual Report).
Consolidated Statements of Cash Flows for the fiscal years
ended 2002, 2001 and 2000 (page 15 of the Company's Annual
Report).
Notes to Consolidated Financial Statements (pages 16 through
28 of the Company's Annual Report).
Independent Auditor's Report (page 29 of the Company's Annual
Report).
2. Financial Statement Schedule:
Schedule II, Valuation and Qualifying Accounts, for fiscal
years ended 2002, 2001 and 2000 (page 19 of this Report).
Report of Independent Accountants on Financial Statement
Schedule (page 18 of this Report).
All other schedules have been omitted because of the absence of conditions under
which they are required or because the required information is included in the
financial statements submitted.
3. Exhibits:
(3)(i) The Company's Restated Articles of Incorporation, as
amended, which are incorporated by reference to the
Registrant's Annual Report on Form 10-K for the year
ended January 29, 2000.
(ii) The Company's By-Laws, as amended and restated, which
are incorporated by reference to the Registrant's
Annual Report on Form 10-K for the year ended January
29, 2000.
11
(4)(a)(i) Amended and Restated Credit Agreement dated as of
April 27, 2001, between Oneida Ltd., The Chase
Manhattan Bank and the various lenders named in the
Agreement, which is incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended April 28, 2001.
(ii) Security Agreement dated as of April 27, 2001 between
Oneida Ltd., THC Systems, Inc., the subsidiaries of
Oneida Ltd. which are signatories to the Agreement
and The Chase Manhattan Bank, as collateral agent for
the Secured Parties named in the Agreement, which is
incorporated by reference to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
April 28, 2001.
(iii) Amendment No. 1 to the Security Agreement dated as of
April 27, 2001 between Oneida Ltd., THC Systems,
Inc., the subsidiaries of Oneida Ltd. which are
signatories to the Agreement and The Chase Manhattan
Bank, as collateral agent for the Secured Parties
named in the Agreement, which is incorporated by
reference to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended April 28, 2001.
Amendment No. 1 is dated as of April 27, 2001.
(iv) Pledge Agreement dated as of April 27, 2001 between
Oneida Ltd., the subsidiaries of Oneida Ltd. which
are signatories to the Agreement and The Chase
Manhattan Bank, as collateral agent for the Secured
Parties named in the Agreement, which is incorporated
by reference to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended April 28, 2001.
(v) Amendment No. 1 to Amended and Restated Credit
Agreement dated as of April 27, 2001, between Oneida
Ltd., The Chase Manhattan Bank and the various
lenders named in the Agreement, which is incorporated
by reference to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended April 28, 2001.
Amendment No. 1 is dated May 31, 2001.
(vi) Waiver and Amendment No. 2 to Amended and Restated
Credit Agreement dated as of April 27, 2001, between
Oneida Ltd., JPMorgan Chase Bank (formerly known as
The Chase Manhattan Bank) and the various lenders
named in the Agreement, which is incorporated by
reference to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended October 27, 2001.
Waiver and Amendment No. 2 is dated December 7, 2001.
(vii) Amendment No. 3 to Amended and Restated Credit
Agreement dated as of April 27, 2001, between Oneida
Ltd., JPMorgan Chase Bank (formerly known as The
Chase Manhattan Bank) and the various lenders named
in the Agreement. Amendment No. 3 is dated as of
April 23, 2002.
(viii) Amended and Restated Collateral Agency and
Intercreditor Agreement dated as of April 23, 2002
between Allstate Life Insurance Company, Allstate
Insurance Company, Pacific Life Insurance Company,
JPMorgan Chase Bank and the various lenders named in
the Agreement.
(ix) Amendment No. 1 to Pledge Agreement dated as of
April 27, 2001 between Oneida Ltd., the subsidiaries
of Oneida Ltd. which are signatories to the Agreement
and JPMorgan Chase Bank (formerly known as The Chase
Manhattan Bank), as collateral agent for the Secured
Parties named in the Agreement. Amendment No. 1 is
dated as of April 23, 2002.
12
(x) Security Agreement dated as of April 23, 2002 between
Kenwood Silver Company, Inc. and JPMorgan Chase Bank,
as collateral agent for the Secured Parties named in
the Agreement.
(xi) Pledge Agreement dated as of April 23, 2002 between
Kenwood Silver Company, Inc. and JPMorgan Chase Bank,
as collateral agent for the Secured Parties named in
the Agreement.
(xii) Mortgage, Assignment of Leases and Rents and Security
Agreement dated as of April 23, 2002 between Buffalo
China, Inc., The Erie County Industrial Development
Agency and JPMorgan Chase Bank, as collateral agent
for the Secured Parties named in the Agreement.
(xiii) Mortgage Spreader Agreement dated as of April 23,
2002 between Buffalo China, Inc., The Erie County
Industrial Development Agency and JPMorgan Chase
Bank, as collateral agent for the Secured Parties
named in the Agreement.
(xiv) Mortgage, Assignment of Leases and Rents and Security
Agreement dated as of April 23, 2002 between Buffalo
China, Inc., The Erie County Industrial Development
Agency and JPMorgan Chase Bank, as collateral agent
for the Secured Parties named in the Agreement.
(xv) Mortgage Spreader Agreement dated as of April 23,
2002 between Buffalo China, Inc., The Erie County
Industrial Development Agency and JPMorgan Chase
Bank, as collateral agent for the Secured Parties
named in the Agreement.
(xvi) Mortgage, Assignment of Leases and Rents and Security
Agreement dated as of April 23, 2002 between Oneida
Ltd., The Oneida County Industrial Development Agency
and JPMorgan Chase Bank, as collateral agent for the
Secured Parties named in the Agreement.
(xvii) Mortgage Spreader Agreement dated as of April 23,
2002 between Oneida Ltd., The Oneida County
Industrial Development Agency and JPMorgan Chase
Bank, as collateral agent for the Secured Parties
named in the Agreement.
(xviii) Mortgage, Assignment of Leases and Rents and Security
Agreement dated as of April 23, 2002 between Oneida
Ltd., The Oneida County Industrial Development Agency
and JPMorgan Chase Bank, as collateral agent for the
Secured Parties named in the Agreement.
(xix) Mortgage Spreader Agreement dated as of April 23,
2002 between Oneida Ltd., The Oneida County
Industrial Development Agency and JPMorgan Chase
Bank, as collateral agent for the Secured Parties
named in the Agreement.
(xx) 2001 Amended and Restated Note Purchase Agreement
dated as of May 31, 2001, between Oneida Ltd., THC
Systems, Inc., Allstate Life Insurance Company,
Allstate Insurance Company and Pacific Life Insurance
Company, which is incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended April 28, 2001.
13
(xxi) Waiver and Amendment No. 1 to 2001 Amended and
Restated Note Purchase Agreement (1996) dated as of
May 31, 2001, between Oneida Ltd., THC Systems, Inc.,
Allstate Life Insurance Company, Allstate Insurance
Company and Pacific Life Insurance Company, which is
incorporated by reference to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
October 27, 2001. Waiver and Amendment No. 1 is dated
December 7, 2001.
(xxii) Amendment No. 2 to 2001 Amended and Restated Note
Purchase Agreement (1996) dated as of May 31, 2001,
between Oneida Ltd., THC Systems, Inc., Allstate Life
Insurance Company, Allstate Insurance Company and
Pacific Life Insurance Company. Amendment No. 2 is
dated April 23, 2002.
(b) Amended and Restated Rights Agreement adopted by the
Board of Directors on October 27, 1999 and dated
December 3, 1999, which is incorporated by reference
to the Registrant's Annual Report on Form 10-K for
the year ended January 29, 2000.
(10)(a)(i) Employment Agreement with one executive employee of
the Company dated March 12, 1999, which is
incorporated by reference to the Registrant's Annual
Report on Form 10-K for the year ended January 29,
2000.
(ii) Employment Agreements with 8 executive employees of
the Company dated November 15, 1999.
(b) Oneida Ltd. Management Incentive Plan adopted by the Board
of Directors on February 24, 1988, as amended, which
is incorporated by reference to the Registrant's
Annual Report on Form 10-K for the year ended January
30, 1999.
(c) Oneida Ltd. 1998 Stock Option Plan adopted by the
Board of Directors and approved by stockholders on
May 27, 1998, which is incorporated by reference to
the Registrant's Annual Report on Form 10-K for the
year ended January 30, 1999.
(d) Oneida Ltd. 1998 Non-Employee Director Stock Option
Plan adopted by the Board of Directors and approved
by stockholders on May 27, 1998, which is
incorporated by reference to the Registrant's Annual
Report on Form 10-K for the year ended January 30,
1999.
(e) Oneida Ltd. Employee Security Plan adopted by the
Board of Directors on July 26, 1989, which is
incorporated by reference to the Registrant's Annual
Report on Form 10-K for the year ended January 29,
2000.
(f) Amended and Restated Oneida Ltd. Restricted Stock
Award Plan adopted by the Board of Directors on March
29, 2000 and approved by the stockholders on May 31,
2000, which is incorporated by reference to the
Registrant's Annual Report on Form 10-K for the year
ended January 27, 2001.
(g) Amended and Restated Oneida Ltd. Deferred
Compensation Plan for Key Employees adopted by the
Board of Directors on October 27, 1999 and effective
November 1, 1999, which is incorporated by reference
to the Registrant's Annual Report on Form 10-K for
the year ended January 29, 2000.
(h) Oneida Ltd. Restoration Plan adopted by the Board of
Directors on February 28, 2000, which is incorporated
by reference to the Registrant's Annual Report on
Form 10-K for the year ended January 29, 2000.
14
(i) Oneida Ltd. 2000 Non-Employee Directors' Equity Plan
adopted by the Board of Directors on March 29, 2000
and approved by the stockholders on May 31, 2000,
which is incorporated by reference to the
Registrant's Annual Report on Form 10-K for the year
ended January 27, 2001.
(13) Portions of the Oneida Ltd. Annual Report to
Stockholders for the fiscal year ended January 26,
2002, which have been incorporated by reference in
this Form 10-K.
(21) Subsidiaries of the Registrant.
(b) During the quarter ended January 26, 2002 no Reports on Form 8-K were filed
by the Registrant.
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.
ONEIDA LTD.
By: /s/ PETER J. KALLET
________________________________
Peter J. Kallet
Chairman of the Board, President
and Chief Executive Officer
Date: March 27, 2001
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:
Signature Title Date
- --------- ----- ----
Principal Executive Officer
Chairman of the Board, President and March 27, 2002
/s/ PETER J. KALLET Chief Executive Officer
_____________________________________________
Peter J. Kallet
Principal Financial Officer
/S/ GREGG R. DENNY Chief Financial Officer March 27, 2002
_____________________________________________
Gregg R. Denny
Principal Accounting Officer
/s/ THOMAS A. FETZNER Vice President and Corporate Controller March 27, 2002
_____________________________________________
Thomas A. Fetzner
The Board of Directors
/s/ WILLIAM F. ALLYN Director March 27, 2002
_____________________________________________
William F. Allyn
/s/ R. QUINTUS ANDERSON Director March 27, 2002
_____________________________________________
R. Quintus Anderson
/s/ GEORGIA S. DERRICO Director March 27, 2002
_____________________________________________
Georgia S. Derrico
/s/ J. PETER FOBARE Director March 27, 2002
_____________________________________________
J. Peter Fobare
16
Signature Title Date
- --------- ----- ----
/s/ GREGORY M. HARDEN Director March 27, 2002
_____________________________________________
Gregory M. Harden
/s/ PETER J. KALLET Director March 27, 2002
_____________________________________________
Peter J. Kallet
/s/ Whitney D. Pidot Director March 27, 2002
_____________________________________________
Whitney D. Pidot
/s/ CATHERINE H. SUTTMEIER Director March 27, 2002
_____________________________________________
Catherine H. Suttmeier
/s/ William M. Tuck Director March 27, 2002
_____________________________________________
William M. Tuck
17
Report of Independent Accountants on
Financial Statement Schedule
To the Board of Directors and Stockholders of Oneida Ltd.
Our audits of the consolidated financial statements referred to in our
report dated February 25, 2002 appearing in the 2002 Annual Report to
Shareholders of Oneida Ltd. (which report and consolidated financial statements
are incorporated by reference in this Annual Report on Form 10-K) also included
an audit of the financial statement schedule listed in Item 14(a)(2) of this
Form 10-K. In our opinion, the financial statement schedule presents fairly, in
all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.
/s/ PricewaterhouseCoopers LLP
Syracuse, New York
February 25, 2002
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (File Nos. 2-84304, 33-49462, 333-10795, 333-66425 and
333-87007) and Form S-3 (File No. 33-64608) of Oneida Ltd. of our report dated
February 25, 2002 relating to the financial statements, which appear in the
Annual Report to Shareholders, which is incorporated in this Annual Report on
Form 10-K. We also consent to the incorporation by reference of our report dated
February 25, 2002 relating to the financial statement schedules, which appear in
this Form 10-K.
PRICEWATERHOUSECOOPERS LLP
/s/ PricewaterhouseCoopers LLP
Syracuse, New York
April 25, 2002
18
SCHEDULE II
ONEIDA LTD.
AND CONSOLIDATED SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED JANUARY 2002, 2001 AND 2000
(Thousands)
- -------------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E
- -------------------------------------------------------------------------------------------------------------
Additions
Balance at Charged to Balance at
Beginning Cost and End of
Description of Period Expenses Deductions Period
- -------------------------------------------------------------------------------------------------------------
YEAR ENDED JANUARY 26, 2002:
Reserves deducted from assets to
which they apply:
Accounts receivable reserves ....... $ 3,072 $ 2,797 $ 2,394(b) $ 3,475
======= ======= ======= =======
Inventory reserves ................. $13,323 $ 435 $ 9,164(d) $ 4,594
======= ======= ======= =======
YEAR ENDED JANUARY 27, 2001:
Reserves deducted from assets to
Which they apply:
Accounts receivable reserves ....... $ 1,409 $ 2,802(a) $ 1,139(b) $ 3,072
======= ======= ======= =======
Inventory reserves ................. $ 1,172 $26,021(c) $13,870(d) $13,323
======= ======= ======= =======
YEAR ENDED JANUARY 29, 2000:
Reserves deducted from assets to
which they apply:
Accounts receivable reserves ....... $ 1,520 $ 823 $ 934(b) $ 1,409
======= ======= ======= =======
Inventory reserves ................. $ 1,466 $ 4,010(c) $ 4,304(d) $ 1,172
======= ======= ======= =======
- --------------------
(a) Includes $1,319 of reserve additions from acquisitions. These amounts were
not charged to expense.
(b) Adjustments and doubtful accounts written off.
(c) Includes restructuring charges of $24,000 and $3,000 in 2001 and 2000,
respectively.
(d) Adjustments and inventory disposals.
19
Index to Exhibits
Exhibits:
(3)(i) The Company's Restated Articles of Incorporation, as
amended, which are incorporated by reference to the
Registrant's Annual Report on Form 10-K for the year
ended January 29, 2000.
(ii) The Company's By-Laws, as amended and restated, which
are incorporated by reference to the Registrant's
Annual Report on Form 10-K for the year ended January
29, 2000.
(4)(a)(i) Amended and Restated Credit Agreement dated as of
April 27, 2001, between Oneida Ltd., The Chase
Manhattan Bank and the various lenders named in the
Agreement, which is incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended April 28, 2001.
(ii) Security Agreement dated as of April 27, 2001 between
Oneida Ltd., THC Systems, Inc., the subsidiaries of
Oneida Ltd. which are signatories to the Agreement
and The Chase Manhattan Bank, as collateral agent for
the Secured Parties named in the Agreement, which is
incorporated by reference to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
April 28, 2001.
(iii) Amendment No. 1 to the Security Agreement dated as of
April 27, 2001 between Oneida Ltd., THC Systems,
Inc., the subsidiaries of Oneida Ltd. which are
signatories to the Agreement and The Chase Manhattan
Bank, as collateral agent for the Secured Parties
named in the Agreement, which is incorporated by
reference to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended April 28, 2001.
Amendment No. 1 is dated as of April 27, 2001.
(iv) Pledge Agreement dated as of April 27, 2001 between
Oneida Ltd., the subsidiaries of Oneida Ltd. which
are signatories to the Agreement and The Chase
Manhattan Bank, as collateral agent for the Secured
Parties named in the Agreement, which is incorporated
by reference to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended April 28, 2001.
(v) Amendment No. 1 to Amended and Restated Credit
Agreement dated as of April 27, 2001, between Oneida
Ltd., The Chase Manhattan Bank and the various
lenders named in the Agreement, which is incorporated
by reference to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended April 28, 2001.
Amendment No. 1 is dated May 31, 2001.
(vi) Waiver and Amendment No. 2 to Amended and Restated
Credit Agreement dated as of April 27, 2001, between
Oneida Ltd., JPMorgan Chase Bank (formerly known as
The Chase Manhattan Bank) and the various lenders
named in the Agreement, which is incorporated by
reference to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended October 27, 2001.
Waiver and Amendment No. 2 is dated December 7, 2001.
(vii) Amendment No. 3 to Amended and Restated Credit
Agreement dated as of April 27, 2001, between Oneida
Ltd., JPMorgan Chase Bank (formerly known as The
Chase Manhattan Bank) and the various lenders named
in the Agreement. Amendment No. 3 is dated as of
April 23, 2002.
20
(viii) Amended and Restated Collateral Agency and
Intercreditor Agreement dated as of April 23, 2002
between Allstate Life Insurance Company, Allstate
Insurance Company, Pacific Life Insurance Company,
JPMorgan Chase Bank and the various lenders named in
the Agreement.
(ix) Amendment No. 1 to Pledge Agreement dated as of
April 27, 2001 between Oneida Ltd., the subsidiaries
of Oneida Ltd. which are signatories to the Agreement
and JPMorgan Chase Bank (formerly known as The Chase
Manhattan Bank), as collateral agent for the Secured
Parties named in the Agreement. Amendment No. 1 is
dated as of April 23, 2002.
(x) Security Agreement dated as of April 23, 2002 between
Kenwood Silver Company, Inc. and JPMorgan Chase Bank,
as collateral agent for the Secured Parties named in
the Agreement.
(xi) Pledge Agreement dated as of April 23, 2002 between
Kenwood Silver Company, Inc. and JPMorgan Chase Bank,
as collateral agent for the Secured Parties named in
the Agreement.
(xii) Mortgage, Assignment of Leases and Rents and Security
Agreement dated as of April 23, 2002 between Buffalo
China, Inc., The Erie County Industrial Development
Agency and JPMorgan Chase Bank, as collateral agent
for the Secured Parties named in the Agreement.
(xiii) Mortgage Spreader Agreement dated as of April 23,
2002 between Buffalo China, Inc., The Erie County
Industrial Development Agency and JPMorgan Chase
Bank, as collateral agent for the Secured Parties
named in the Agreement.
(xiv) Mortgage, Assignment of Leases and Rents and Security
Agreement dated as of April 23, 2002 between Buffalo
China, Inc., The Erie County Industrial Development
Agency and JPMorgan Chase Bank, as collateral agent
for the Secured Parties named in the Agreement.
(xv) Mortgage Spreader Agreement dated as of April 23,
2002 between Buffalo China, Inc., The Erie County
Industrial Development Agency and JPMorgan Chase
Bank, as collateral agent for the Secured Parties
named in the Agreement.
(xvi) Mortgage, Assignment of Leases and Rents and Security
Agreement dated as of April 23, 2002 between Oneida
Ltd., The Oneida County Industrial Development Agency
and JPMorgan Chase Bank, as collateral agent for the
Secured Parties named in the Agreement.
(xvii) Mortgage Spreader Agreement dated as of April 23,
2002 between Oneida Ltd., The Oneida County
Industrial Development Agency and JPMorgan Chase
Bank, as collateral agent for the Secured Parties
named in the Agreement.
(xviii) Mortgage, Assignment of Leases and Rents and Security
Agreement dated as of April 23, 2002 between Oneida
Ltd., The Oneida County Industrial Development Agency
and JPMorgan Chase Bank, as collateral agent for the
Secured Parties named in the Agreement.
(xix) Mortgage Spreader Agreement dated as of April 23,
2002 between Oneida Ltd., The Oneida County
Industrial Development Agency and JPMorgan Chase
Bank, as collateral agent for the Secured Parties
named in the Agreement.
21
(xx) 2001 Amended and Restated Note Purchase Agreement
dated as of May 31, 2001, between Oneida Ltd., THC
Systems, Inc., Allstate Life Insurance Company,
Allstate Insurance Company and Pacific Life Insurance
Company, which is incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended April 28, 2001.
(xxi) Waiver and Amendment No. 1 to 2001 Amended and
Restated Note Purchase Agreement (1996) dated as of
May 31, 2001, between Oneida Ltd., THC Systems, Inc.,
Allstate Life Insurance Company, Allstate Insurance
Company and Pacific Life Insurance Company, which is
incorporated by reference to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
October 27, 2001. Waiver and Amendment No. 1 is dated
December 7, 2001.
(xxii) Amendment No. 2 to 2001 Amended and Restated Note
Purchase Agreement (1996) dated as of May 31, 2001,
between Oneida Ltd., THC Systems, Inc., Allstate Life
Insurance Company, Allstate Insurance Company and
Pacific Life Insurance Company. Amendment No. 2 is
dated April 23, 2002.
(b) Amended and Restated Rights Agreement adopted by the
Board of Directors on October 27, 1999 and dated
December 3, 1999, which is incorporated by reference
to the Registrant's Annual Report on Form 10-K for
the year ended January 29, 2000.
(10)(a)(i) Employment Agreement with one executive employee of
the Company dated March 12, 1999, which is
incorporated by reference to the Registrant's Annual
Report on Form 10-K for the year ended January 29,
2000.
(ii) Employment Agreements with 8 executive employees of
the Company dated November 15, 1999.
(b) Oneida Ltd. Management Incentive Plan adopted by the Board
of Directors on February 24, 1988, as amended, which
is incorporated by reference to the Registrant's
Annual Report on Form 10-K for the year ended January
30, 1999.
(c) Oneida Ltd. 1998 Stock Option Plan adopted by the
Board of Directors and approved by stockholders on
May 27, 1998, which is incorporated by reference to
the Registrant's Annual Report on Form 10-K for the
year ended January 30, 1999.
(d) Oneida Ltd. 1998 Non-Employee Director Stock Option
Plan adopted by the Board of Directors and approved
by stockholders on May 27, 1998, which is
incorporated by reference to the Registrant's Annual
Report on Form 10-K for the year ended January 30,
1999.
(e) Oneida Ltd. Employee Security Plan adopted by the
Board of Directors on July 26, 1989, which is
incorporated by reference to the Registrant's Annual
Report on Form 10-K for the year ended January 29,
2000.
(f) Amended and Restated Oneida Ltd. Restricted Stock
Award Plan adopted by the Board of Directors on March
29, 2000 and approved by the stockholders on May 31,
2000, which is incorporated by reference to the
Registrant's Annual Report on Form 10-K for the year
ended January 27, 2001.
22
(g) Amended and Restated Oneida Ltd. Deferred
Compensation Plan for Key Employees adopted by the
Board of Directors on October 27, 1999 and effective
November 1, 1999, which is incorporated by reference
to the Registrant's Annual Report on Form 10-K for
the year ended January 29, 2000.
(h) Oneida Ltd. Restoration Plan adopted by the Board of
Directors on February 28, 2000, which is incorporated
by reference to the Registrant's Annual Report on
Form 10-K for the year ended January 29, 2000.
(i) Oneida Ltd. 2000 Non-Employee Directors' Equity Plan
adopted by the Board of Directors on March 29, 2000
and approved by the stockholders on May 31, 2000,
which is incorporated by reference to the
Registrant's Annual Report on Form 10-K for the year
ended January 27, 2001.
(13) Portions of the Oneida Ltd. Annual Report to
Stockholders for the fiscal year ended January 26,
2002, which have been incorporated by reference in
this Form 10-K.
(21) Subsidiaries of the Registrant.
23