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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(Mark One)
[] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2000
OR
[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to _______________.
Commission file number 0-30067
PVC CONTAINER CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-2616435
(State of Other Jurisdiction of IRS Identification Number
Incorporation or Organization)
2 Industrial Way West, Eatontown,
New Jersey 07724-2202 07724
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (732) 542-0060
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which registered
None None
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SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $.01 par value
(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
The aggregate market value of the voting stock held by non-affiliates of the
registrant, based on the last trade on September 6, 2000, was approximately
$8,974,958.
The number of shares outstanding of the registrant's only class of common stock,
as of the latest practicable date, is as follows:
Class Outstanding as of September 6, 2000
----- -----------------------------------
Common Stock, $.01 par value 7,044,655
EXHIBIT INDEX is located at Page 20
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PART I
Item 1. Description of Business.
General. PVC Container Corporation (the "Company") was
incorporated in Delaware on June 14, 1968. The Company's major business activity
consists of the manufacture and sale of a line of plastic bottles made from
polyvinyl chloride ("PVC") compounds, high-density polyethylene ("HDPE")
polyethylene terephthalate ("PET") resins. The Company sells these bottles
through Novapak Corporation ("Novapak") which is a wholly-owned subsidiary of
the Company. Some of the HDPE bottles are fluorinated to improve the chemical
resistance and barrier properties of the containers manufactured by the
Company's wholly-owned subsidiary known as Airopak Corporation. All of these
bottles ("plastic bottles") are used primarily for the packaging of cosmetics,
toiletries, foods, household chemicals, lawn and garden and industrial chemical
products.
PVC compounds are used by the Company or sold to other plastic
bottle manufacturers for the production of plastic bottles which compete with
those produced by the Company. These PVC compounds are produced and sold through
the Company's wholly-owned subsidiary, Novatec Plastics Corporation, Inc.
("Novatec"). During the last several years, the Company has made some progress
in its efforts to diversify its PVC compound business. For example, the Company
has developed and begun to sell several categories of specialty PVC compounds
for non-bottle applications ("specialty compounds") including extruded profiles
and accessories, furniture, molding and other indoor fixtures, and a variety of
injection molded electrical and electronic housings (the "Company's targeted
markets").
On March 30, 1998, the Company acquired the plastic bottle
blow molding business of McKechnie Investments, Inc., which operates out of a
100,000 square foot facility located in Philmont, New York and is operated by
Novapak. The annual revenues of this business are approximately $17,000,000. The
business serves primarily the toiletries and cosmetics, specialty and household
chemical markets.
On September 3, 1998 the Company acquired all of the issued
and outstanding stock of Marpac Industries,Inc. which was founded in 1967 and
has annual sales of approximately $10,000,000. Marpac Industries, Inc. produces
custom blow molded products including plastic bottles, containers, cartridges,
double-wall cases, flexible spouts and various dispensers. Marpac
Industries, Inc. is known in the market for its technical capabilities which
allow it to manufacture uniquely configurated products within specific
tolerances. Marpac is presently operating one facility located in Kingston, New
York.
Sales. The Company's plastic bottles are sold primarily to
manufacturers of toiletries and cosmetics, food, household chemicals, lawn and
garden and industrial chemical products, private label manufacturers of similar
products, and bottle distributors who sell to such manufacturers. PVC compounds
are sold to other manufacturers of plastic bottles, and a small but increasing
amount of specialty compounds are sold to a diverse range of manufacturers of
other products. A limited amount of the Company's total sales is made through
commissioned sales representatives. During the fiscal year ended June 30, 2000,
no one customer accounted for 10% or more of the Company's net sales.
Sales of the Company's plastic bottles and PVC bottle
compounds have accounted for most of the Company's net revenue; sales of
specialty compounds to non-bottle customers have accounted for the remainder of
the Company's net revenue. Plastic bottles are offered in food grade and
non-food grade materials, fluorinated or non-fluorinated, in clear and opaque
colors and in a range of sizes from one to two hundred and twenty five ounces.
The Company produces plastic bottles utilizing its own molds, in proprietary
designs ("stock bottles") which are of its own design and also produces on a
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contractual basis plastic bottles in molds owned by the customer, utilizing
their designs and specifications ("custom bottles").
The sale of plastic bottles is generally a "regional"
business. The majority of the Company's customers are within a 300 mile radius
of the Company's respective plastic bottle manufacturing plants. Freight costs
limit the economical shipping of plastic bottles long distances due to their
bulky nature, except for specialty bottles of a unique design or fluorinated
containers that are not available from local manufacturers. In contrast, the
Company's PVC compounds which are sold in the form of plastic pellets and are
denser than plastic bottles can be shipped throughout the continental United
States and Canada, and tend to be less regional and more of a "national"
business.
The Company's business is usually characterized by low
customer demand during the months of July and August and the last half of
December due to shutdowns of buyers' plants during those periods. Some of the
markets the Company sells to are seasonal, such as lawn, garden and agricultural
chemicals which Airopak is dependent upon. These markets are characterized by
high demand in the periods of December through June and low demand from July
through November of each year.
Manufacturing Operations. The Company uses extrusion blow
molding equipment to manufacture its PVC plastic bottles. The same equipment is
also used to manufacture fluorinated and non-fluorinated plastic bottles from
HDPE and can also be used with some modifications, to process bottles from other
blow molding polymers, including polypropylene, glycol-modified polyethylene
terephthalate ("PETG") and some new extrusion grade polyethylene terephathalate
resins ("EPET"). The Company also manufactures and sells plastic bottles made
from injection stretch blow molding grades of PET as well as PET preforms which
can be converted into various sizes of plastic bottles and which can be
economically shipped in their preform state prior to such conversion.
The Company operates plastic bottle manufacturing facilities
in Hazleton, Pennsylvania, Paris, Illinois, Manchester, Pennsylvania,
Walterboro, South Carolina, Philmont, New York, and Kingston, New York for the
manufacturing of plastic bottles. During September, 1998 the Company relocated
its existing plastic bottle business from a facility in Eatontown, New Jersey
owned by the Company to a newly constructed facility in Hazleton, Pennsylvania.
(See Properties.) This new facility provides the Company with additional space
needed to support the growth of its plastic bottle business. The Company sold
its former plastic bottling facility, located in Eatontown, New Jersey on
December 22, 1999. In April 1993, the Company commenced operations in a new
facility, located in Paris, Illinois which was added to support growth of the
Company's midwest bottle business. On August 4, 1994, the Company acquired from
Air Products and Chemicals, Inc., through its recently incorporated wholly-owned
subsidiary known as Airopak Corporation, the assets of a specialty container
business. The business is conducted from leased facilities located in
Manchester, Pennsylvania, and relates to the manufacture and sale of AIROPAK(R)
fluorinated HDPE containers. The assets of the business consist of equipment,
machinery and inventory used in connection with the manufacturing of such
containers. A description of the Company's plastic bottle facilities is set
forth below in item 2 entitled "Properties".
The Company manufactures plastic compounds utilizing a two
stage process consisting of mixing a powder blend of various resins and other
ingredients in an intensive mixer, and subsequently melting the powder in a
compounding extrusion system for pelletizing the final plastic compound
products. Four compounding lines are located in a separate facility in
Eatontown, New Jersey, which began operations during October 1982. The Company
will continue to purchase small amounts of PVC bottle compounds produced by
others for use in the manufacturing of plastic bottles where customers specify a
competing material. The capacity of the Company's PVC compounding facility is
more than adequate to supply the Company's current requirements for PVC
compound. The Company uses its excess PVC compounding capacity to produce PVC
bottle compounds and specialty compounds for sale
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to other plastic processors of PVC bottles and other Company targeted markets. A
description of the Company's compound facility is set forth below in Item 2
entitled "Properties".
Raw Materials. Since the Company completed and opened its PVC
compounding facility in 1982, the Company has manufactured for its own use most
of the PVC compounds used by it in the manufacture of plastic bottles. The major
ingredients used to manufacture such PVC compounds are PVC resins (approximately
85%) and MBS (methacrylate-butadiene-styrene) impact modifiers (approximately
12%). The balance of such ingredients includes heat stabilizers, lubricants,
processing aids, and toners (pigments), which materials are readily available
from various suppliers. The other raw materials used to manufacture plastic
bottles are primarily HDPE and PET. The Company believes it is not dependent
upon any single supplier for these major raw materials. The Company relies on
multi-year supply contracts for the purchase of these raw materials, and
believes that it will be able to purchase sufficient quantities in the
foreseeable future.
A shortage of petroleum, should it develop, would have an
effect on the availability and the cost of the raw materials used by the Company
in connection with its business. The availability and price of resins has a
direct effect on the business of the Company. Although sufficient PVC resin,
HDPE and PET resins are currently available for the Company's operations, no
assurance can be given that adequate supply of plastic resins will be available
to the Company in the future. However, the cost of resin can vary and may have a
material impact on the business of the Company. The Company has in the past been
able to recover the cost of the resin price increase by increasing the sales
price of its plastic bottles and any inability to do so in the future could have
an adverse impact on the Company's financial results. Prices for PVC resins as
well as HDPE and PET resins are mostly dependant upon the supply/demand of
specific plastic resins as well as their monomer and their feedstocks. See
"Competition & Marketing" below.
Inventory. Depending upon the level of demand and scheduling
requirements for the Company's products, the Company maintains on average 4-6
weeks of plastic bottles finished goods inventory and approximately 2-3 weeks of
plastic compound finished goods inventory. From time to time, depending upon the
prices and availability of raw materials (principally PVC resins), the Company
will pre-buy or increase inventory of raw materials from a normal 2-3 week
supply to up to a 2 month supply, in order to offset anticipated price
increases. During peak sales periods, it is sometimes necessary to store
inventory of the Company's products and raw materials in outside warehousing.
Backlog. Generally the Company's backlog of unfilled orders
range from approximately four to six weeks.
Competition and Marketing. The Company believes it is one of
approximately thirty manufacturers of plastic bottles in the United States, one
of at least five manufacturers of PVC bottle compounds and one of at least five
manufacturers of specialty compounds for use in the Company's targeted markets.
The dominant manufacturers of plastic bottles are Owens-Brockway, Inc. and
Silgan Corp. The dominant manufacturers of PVC bottle compounds and PVC
specialty compounds are Poly- one Corporation and Georgia Gulf Corporation. The
Company's sales volume, production capacity, and consumption of PVC resin are
small compared to its competitors. The Company's major PVC compound competitors
are large, integrated petrochemical companies with greater financial resources
than the Company, and many of which also manufacture PVC resin.
The Company principally competes in the plastic bottle market
on the basis of quality, customer service and product design. The Company
believes it produces a relatively high quality product in a timely manner in
accordance with customer specifications and requirements, with a high level of
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customer service, and believes that this constitutes one of the primary areas in
which the Company can compete with others in the same industry.
The Company sometimes purchases its supply of PVC resin from
its PVC compound competitors. This has, at times, caused the Company to have
difficulty obtaining adequate supplies of PVC resin and has permitted its
competitors to increase PVC resin costs charged to the Company, which has
resulted in reduced profit margins on PVC bottle compound; whereas profit
margins on PVC specialty compounds tend to remain stronger because the Company
faces less price competition.
The market for PVC bottles and PVC bottle compounds has
declined somewhat during the past several years due to industry concern over the
ability to cope with solid waste issues. See item entitled "Environmental
Issues." Industry demand for PVC bottles and compounds is, however, currently
stable. The demand for PVC specialty compounds for use in the Company's targeted
markets is experiencing modest growth which is higher than that of PVC bottle
compounds. Competition in the area of PVC bottle compounds will remain intense
during the foreseeable future because of excess PVC bottle compound
manufacturing capacity and because PVC bottle compound buyers are increasingly
concerned about price and less concerned about quality and service. In this
respect, PVC bottle compound resembles a commodity business. This trend may
inhibit the Company from further expanding its share of the PVC bottle compound
market.
In response to these pressures in the PVC bottle compound
market, the Company is continuing in its effort to develop specialty compounds
for a diverse range of Company targeted markets. The Company believes that these
specialty compound markets will be less sensitive to wide swings in the cost of
PVC resin and may be more influenced by the performance, quality, and service
which is characteristic of a specialty type business. In particular, the Company
is marketing injection molding PVC compound for use in the communications,
electronics and appliance markets and extrusion compounds for use in indoor
molding and other specialty "profile" markets.
The Company believes its technical, marketing and
manufacturing capability in the plastic bottle market is equal to that of its
major competitors in small to midsize volume applications in its region,
particularly in the toiletry, cosmetic and household chemical product segments,
and believes its technical and marketing ability is equal to that of its major
competitors in the PVC compound markets in its region. Its manufacturing
capability for the PVC compound markets is limited by its lack of a facility to
produce PVC resin.
A shortage of labor and higher cost of living in New Jersey
and the resulting increased employee turnover and difficulty in retaining labor
on swing shifts, weekends and holidays influenced the Company's decision as
described above to relocate its New Jersey manufacturing facility from
Eatontown, New Jersey to Hazleton, Pennsylvania which has a large labor pool.
However, during the last twelve months, the Company has had difficulty in
retaining certain skilled and unskilled labor at all its locations due to low
unemployment as well as the overall strong national economy.
As a result of the acquisition of the Philmont, New York
facility see "General", "Manufacturing Operations" and "Properties", the Company
has increased its container decorating capabilities to include automatic silk
screening multiple color applications, pressure sensitive paper and plastic film
labels and therimage heat transfer labeling. While the Company believes that
eventually it will be required to establish this capability in some of its other
manufacturing facilities, it does currently interfere with the Company's ability
to compete.
PVC competes with PET and PETG as a material for use in the
manufacture of transparent plastic bottles. Manufacturers of bottles made of PET
have captured a portion of the edible
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oil, household chemical and medicinal segments of the plastic bottle market from
PVC bottle manufacturers. Because the price of PET bottles becomes competitive
on high volume orders of custom bottles (i.e., orders of more than approximately
5 million to 10 millions units), there is a substantial risk that customers who
have large custom bottle requirements may increasingly consider using PET
bottles instead of PVC bottles. Because most of the Company's custom bottle
business consists of low or mid-range volume orders, the Company's custom bottle
business has been less vulnerable to PET. However, recently several stock PET
containers of similar shape and size to some of the Company's PVC stock bottles
are becoming more prevalent in the Company's markets. Although injection PET
tooling is considerably more expensive than PVC extrusion tooling, some
components of PET molds and tooling can be shared over several custom or stock
designs thereby reducing the higher tooling/mold intensity associated with the
injection based PET stock and custom bottle business. The Company has the
ability to manufacture PETG bottles by modifying its equipment, and the Company
now manufactures and sells PETG bottles. The Company has commenced the
manufacture and sale of PET plastic bottles and preforms at its facility in
Paris, Illinois and Hazleton, Pennsylvania. This new capacity allows the Company
to compete for PET bottle applications in the plastic bottle market. See
"Environmental Regulation" below.
Research and Development. The Company spent approximately
$238,000 and $222,000 for the fiscal years ended June 30, 2000 and June 30, 1999
respectively on research activities relating to the development of new designs
of containers and the production of compounds. The major thrust of the Company's
research and development efforts is currently in the area of new PVC compound
development.
Environmental Regulation. The Company does not believe that
compliance with federal, state and local laws and regulations which have been
enacted or adopted regulating the discharge of material into the environment, or
otherwise relating to the protection of the environment, has had or will have
any material effect upon the capital expenditures, earnings or competitive
position of the Company. However, the future of PVC as a material for packaging
foods has been dampened by the Food and Drug Administration's ("FDA's")
unwillingness to implement standards with regard to levels of residual vinyl
chloride monomer ("VCM") acceptable for food packaging. Although the FDA's
proposed levels of VCM are expected to be easily attainable by the Company's
industry, the FDA has been precluded from issuing the standards by the
Environmental Protection Agency ("EPA"). The EPA is insisting that a new
environmental impact statement be developed prior to promulgating new standards.
The EPA's concern is that the adoption of the FDA's new regulations will
stimulate additional demand for PVC bottles and, hence, add to the PVC in the
waste stream. The Society of Plastics Industry ("SPI"), and Vinyl Institute
("VI") which represent the PVC industry on this issue, estimates that it will
take several years to complete an acceptable environmental impact statement.
In addition, as it is now a supplier of a primary raw
material, the Company may have to comply with existing regulations promulgated
by the EPA with respect to the emission of VCM into the environment and
regulations promulgated by the Occupational Safety and Health Administration
regarding material safety.
Solid waste disposal and mandatory recycling have become a
major environmental issue with respect to plastic packaging in general. Concerns
over the incineration of PVC compounds, which allegedly result in hydrochloric
acid and dioxin emissions, have also recently been voiced. Further, the state
and national concern over disposal of solid waste has resulted in several states
proposing bans of certain plastics including PVC packaging materials. Thus far,
however, no bans have been implemented that would affect PVC as a packaging
material. The SPI and VI have effectively lobbied state legislatures which have
enacted legislation supporting the recycling of plastics. The Company is
currently implementing a program that is mandatory in certain states of placing
a recycling code on the bottom of
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most bottles 8 ounces in capacity or larger. The Company believes, however, that
the threat of further regulatory actions inhibiting the future growth of PVC as
a viable packaging material will be minimal, although no assurances can be given
that further regulatory actions, or the threat of further regulatory action
would not have a negative impact on the Company's business.
Employees. As of June 30, 2000 the Company employed 42 people
at its executive offices located at 2 Industrial Way West, Eatontown, New
Jersey. The Company occupies approximately 9,300 square feet of executive
offices under a lease for a term of ten years which commenced on January 1, 1999
at an initial monthly rental of $13,950 until December 31, 2000 when the monthly
rental increases to $15,500 until December 31, 2004 when the monthly rental
increases to $16,275 until December 31, 2006 when the monthly rental increases
to $17,050 until the end of the term. As indicated above under "Manufacturing
Operations", the Company relocated its Eatontown, New Jersey manufacturing
facility to a new facility located in Hazleton, Pennsylvania and its executive
offices to the new location described above. The Company employs a total of 52
people at the Novatec facility in Eatontown, New Jersey. There are currently
employed 90 people in the new manufacturing facility in Hazleton, Pennsylvania.
The Company employs 116 people at its Paris, Illinois facility, 36 people at its
Walterboro, S.C. facility, 75 people at Airopak Corporation in its Manchester,
Pennsylvania facility, 133 people at its Philmont, New York facility and a total
of 69 people at Kingston, New York. The Company renewed its collective
bargaining agreement with Local 108 of the Retail, Wholesale and Department
Store Union, AFL-CIO, effective September 1, 2000 until August 31, 2003. The
Company considers its relations with its work force and the union to be good.
Financial Information about Foreign and Domestic Operations and Export Sales
The Company had export sales of $ 4,089,000 during the fiscal
year ended June 30, 2000. Net sales to the Northeast of the United States
amounted to $ 40,185,000 during such fiscal year; net sales to the Midwest
amounted to $ 29,464,000; net sales to the Southeast amounted to $ 13,155,000;
and net sales to other domestic regions amounted to $ 5,727,000 during such
fiscal year.
Item 2. Properties.
The Company's manufacturing activities with respect to its
continuing businesses are conducted at the eight facilities described in the
following table:
Location Purpose of Facility Building Area
- -------- ------------------- -------------
Hazleton, Pennsylvania Plastic Bottle Plant and 160,000(1)
warehousing and Office
Eatontown, New Jersey Plastic Compounding Plant, 50,162(2)
warehouse and Executive offices
Manchester, Pennsylvania Airopak Corporation Plant and 145,221(3)
warehousing
Paris, Illinois Plastic bottle Plant and 125,000(4)
warehousing and office
Walterboro, S.C. Plastic bottle Plant warehousing 61,430(5)
and office
Philmont, New York Plastic bottle plant, warehouse and 100,000(6)
office
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Kingston, New York Plastic bottling plant, warehouse 34,000(7)
and office
Ardmore, Oklahoma Plastic bottling plant, warehouse 10,000(8)
and office
1. As indicated above, under "Manufacturing Operations" and
"Employees", the Company relocated during September 1998 its Eatontown, New
Jersey manufacturing facilities to a new facility located in Hazleton,
Pennsylvania on 10 acres of real property owned by the Company. The Hazleton
facility is a solid concrete tilt-up facility, sprinklered throughout and
consisting of 160,000 square feet of manufacturing and warehouse space. There
are also ten loading docks and a rail siding at the facility.
2. The Company's PVC Compounding manufacturing facility is
located at 275 Industrial Way West, Eatontown, New Jersey on 5.5 acres of real
property owned by the Company. It contains manufacturing, R&D, warehouse, and
administrative offices and is constructed from steel and concrete panels. In
March 1994, the Company completed the construction of an additional 21,000
square feet of warehouse and refinanced the facility with a new term Note and
mortgage from Fleet Bank, NJ. See Note 5 to the Notes to the Consolidated
Financial Statements below.
3. As described in the section entitled "Manufacturing
Operations" the Company acquired a business located in Manchester, Pennsylvania.
The facilities in Manchester are leased and consist of a manufacturing and
warehouse facility having a total of approximately 145,221 square feet. The
aggregate annual rental payable with respect to the manufacturing and warehouse
space for the Airopak Corporation detailed above and in this Item 3 is $413,928
plus real estate taxes, utilities and certain other charges payable under a
lease which expires or April 30, 2013 with two additional five year terms. It is
believed that these facilities are large enough to allow for future growth of
the business conducted at these facilities.
4. The Company commenced operations during April, 1993 in a
new 62,500 square foot concrete plastic bottle manufacturing facility located in
Paris, Illinois. The Company owns this facility and twenty acres of land on
which it is located. Financing for this facility was obtained from the Edgar
County Bank, the City of Paris, Illinois and the Illinois Small Business
Development Agency. In July 1997, the Company completed the construction of an
additional 62,500 square feet of warehouse and manufacturing space. This
expansion was financed by the Company through the issuance of Industrial
Development Revenue Bonds by the City of Paris, Illinois, in the amount of
$3,500,000. See Note 5 to the Notes to the Consolidated Financial Statements
below.
5. In October 1996, the Company completed construction and
began operations in a new plastic bottle manufacturing plant located in
Walterboro, South Carolina. This facility consists of 61,430 square feet of
warehouse and manufacturing space, located on 8.83 acres of real property which
is owned by the Company. Financing for this facility was obtained through the
South Carolina Economic Development Authority in the amount of $5,500,000. See
Note 5 to the Notes to the Consolidated Financial Statements below.
6. As indicated above under "Manufacturing Operations" the
Company acquired on March 30, 1998 the plastic bottle manufacturing facilities
of McKechnie Investments Ltd. The facility consists of 100,000 square feet of
warehouse and manufacturing space located on 37 acres of real property owned by
the Company.
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7. and 8. As indicated above under "Manufacturing Operations"
the Company acquired on September 3, 1998 the plastic bottle manufacturing
business of Marpac Industries located in Kingston, New York and Ardmore,
Oklahoma. The Kingston facility consists of 34,000 square feet of manufacturing,
warehouse and office space. The Company discontinued during the fiscal year
ended June 30, 2000 its operations at the Ardmore, Oklahoma facility which
consists of 10,000 square feet of manufacturing, warehouse and office space. The
facility is currently being offered for sale. The Kingston facility is located
on approximately 6 acres of real property with 2.4 adjacent acres for expansion
and all of which are owned by the Company.
Item 3. Legal Proceedings.
There are no actions or claims pending against the Company
which, in the opinion of management, would adversely affect the business or
financial condition of the Company.
Item 4. Submission of Matters to a Vote of Securityholders.
None
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PART II
Item 5. Market for Registrant's Common Stock
and Related Securityholder Matters.
The Company's common stock trades on the Nasdaq National Stock
Market under the symbol PVCC. The last trade of the common stock on September 6,
2000 was at a price of $4.25 per share. The following is a summary of the high
and low trade information on the Nasdaq National Stock Market during the fiscal
years of the Company ended June 30, 2000 and June 30, 1999:
Year Ended June 30, 2000
Low High
--- ----
1st Quarter $6.25 $7.375
2nd Quarter 5.50 6.875
3rd Quarter 4.1875 5.75
4th Quarter 3.75 5.00
Year Ended June 30, 1999
Low High
1st Quarter $6.50 $7.50
2nd Quarter 6.125 7.75
3rd Quarter 6.125 7.50
4th Quarter 5.50 7.00
As at September 6, 2000, the number of holders of record of the issued
and outstanding common stock of the Company was approximately 569.
The Company on December 20, 1991 paid to shareholders its first
dividend of $.05 per share of common stock, and a second, third and fourth
dividend in the same amount was paid on December 18, 1992 December 8, 1993 and
January 18, 1995. The Company declared on January 29, 1996 a stock dividend in
the amount of 3% per share and a total of 202,817 shares were paid on February
26, 1996 to shareholders in connection with this dividend. The Company declared
on August 29, 1996 a cash dividend of $.06 per share payable on September 20,
1996 to shareholders of record as of the close of business on September 13,
1996. No dividends have been declared or paid during the fiscal years ended June
30, 1997, June 30, 1998, June 30, 1999 and June 30, 2000.
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Item 6. Selected Financial Data.
Years Ended June 30
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
(restated) (restated) (restated) (restated)
---------- ---------- ---------- ----------
SELECTED INCOME STATEMENT DATA:
Net Sales $92,619,720 $85,155,047 $69,728,498 $58,392,310 $57,216,317
Income from operations $1,050,599 $4,927,689 $4,104,406 $4,204,218 $5,166,200
Net (loss) Income $(1,196,678) $1,702,983 $1,856,891 $2,249,328 $2,682,170
Earnings per share:*
Weighted average shares
for diluted shares 7,042,254 7,158,741 7,064,671 6,989,034 6,841,085
Income from operations $.15 $.69 $ .58 $.60 $.75
Net Income (loss) per share $(.17) $.24 $ .26 $.32 $.39
Cash dividends per share $--- $--- $ -- $.06 -- $.05
Stock dividends per share $--- $--- $ --- $ -- 08
SELECTED BALANCE SHEET DATA
Current assets $30,547,896 $33,771,892 $24,615,463 $20,384,764 $19,490,008
Current liabilities $16,186,694 $20,358,118 $16,654,395 $11,876,707 $12,299,121
Working capital $14,361,202 $13,413,774 $7,961,068 $8,508,057 $7,190,887
Total assets $70,855,593 $83,124,568 $69,986,118 $46,039,366 $44,397,871
Noncurrent liabilities $35,500,046 $42,425,462 $34,835,808 $17,525,635 $17,196,372
Stockholders' equity $19,168,853 $20,340,988 $18,495,915 $16,637,024 $14,902,378
* Earnings per share calculations are based on the weighted average
number of shares of common stock and common stock equivalents
outstanding. Retroactively restated for the 3% stock dividend paid on
February 26, 1996 to shareholders of records on February 9, 1996.
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Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
FISCAL 2000 AS COMPARED TO FISCAL 1999
The Company's net sales for the fiscal year ended June 30,
2000 reached a level of $92,620,000, an increase of approximately 8.8% over the
1999 level of $85,155,000. The Company's Novatec Plastics and Novapak divisions
experienced increased demand; its specialty container division, which reflects
twelve months of operations from its acquisition of Marpac Industries versus
four months in 1999, also registered growth.
Cost of goods sold increased to 79.8% in 2000 from 75.0% in
fiscal 1999. Margins in the bottle operations were adversely affected by the
underabsorption of manufacturing overhead expenses and raw material costs.
Novatec Plastics margins were significantly affected by rapidly rising plastic
resin prices. Resin prices increased in excess of 50% in the fiscal year.
Selling, general, and administrative expenses ("SG&A") were $10,459,000 or 11.3%
of net sales for the fiscal year ended June 30, 2000 as compared to $9,187,000
or 10.8% of net sales for the fiscal year ended June 30, 1999. SG&A expenses
have increased to support the Company's continued expansion. Additionally,the
Company has incurred additional rental costs resulting from its relocation of
the executive and administrative functions resulting from the sale of its
manufacturing and office facility in Eatontown, New Jersey. Depreciation and
amortization expense for fiscal 2000 decreased $342,000 as compared to fiscal
1999, primarily the effect of certain manufacturing assets becoming fully
depreciated in the current fiscal year.
Earnings before interest, taxes, depreciation and amortization
("EBITDA") decreased from approximately $12,369,000 in fiscal 1999 to
approximately $7,751,000 in fiscal 2000. Of the $4,618,000 decreased in EBITDA,
approximately $2,237,000 was due to the performance of the Novatec Plastics
division, with the remaining $2,381,000 as the result of the performance in the
Company's plastic containers segment which included a non-recurring $400,000
restructuring charge relating to the closing of the Ardmore, Oklahoma
manufacturing facility and the time lag in passing on resin price increases to
bottle customers was also a factor.
Income from operations for the fiscal year ended June 30, 2000
decreased to $1,051,000 or 1.1% of net sales after a $400,000 pretax charge to
income for restructuring relating to the closing of its Ardmore, Oklahoma
manufacturing facility.
Net interest expense increased $376,000 during the fiscal year
ended June 30, 2000 as compared to fiscal 1999. The net increase was primarily
due to higher interest rates and additional borrowings for working capital
needs.
Net income (loss) for the year ended June 30, 2000 decreased
to $(1,197,000) or $(.17) per share as compared to $1,703,000 or $.24 per share
for fiscal 1999.
FISCAL 1999 AS COMPARED TO FISCAL 1998
The Company's net sales for the fiscal year ended June 30,
1999 reached a level of $85,155,000, an increase of approximately 22.1% over the
1998 level of $69,728,000. The Company's Novatec Plastics division experienced
increased demand; its Airopak specialty container division, which now includes
Marpac Industries and its Novapak division, (which reflects twelve months of
operations from its acquisition of Charter Supply Co., Inc. ("McKechnie") versus
three months in 1998 also registered growth.
-11-
14
Cost of goods sold decreased from 77.3% in 1998 to 75.0% in
fiscal 1999. Manufacturing efficiencies and lower raw material prices accounted
for this decrease. Selling, general and administrative expenses ("SG&A") was
$9,187,000, or 10.8% of net sales for the fiscal year ended June 30, 1999 as
compared to $6,522,000, or 9.4% of net sales for the fiscal year ended June 30,
1998. SG&A expenses have increased to support the Company's continued expansion.
Depreciation and amortization expense for fiscal 1999 increased $3,132,000 as
compared to fiscal 1998, primarily as a result of the recent acquisitions, as
well as higher depreciation associated with recent investments in PET equipment.
Earnings before interest, taxes, depreciation and amortization
("EBITDA") increased from approximately $8,257,000 in fiscal 1998 to
approximately $12,369,000 in fiscal 1999. Of the $4,112,000 increase in EBITDA,
approximately $662,000 was due to the performance of the Novatec Plastics
division, with the remaining $3,450,000 as a result of the growth in the
Company's plastic containers segment.
Income from operations for the fiscal year ended June 30, 1999
increased to $4,928,000 or 5.8% of net sales as a result of the fluctuations
discussed above. For fiscal 1998, income from operations was $4,104,000 or 5.9%
of net sales after a $1,200,000 pretax charge to income for restructuring
relating to the relocation of its Eatontown, New Jersey manufacturing facility
to Hazleton, Pennsylvania
Net interest expense increased $1,197,000 during the fiscal
year ended June 30, 1999, as compared to fiscal 1998. The net increase was
primarily due to additional borrowings to finance acquisitions.
Net income for the year ended June 30, 1999 decreased to
$1,703,000 or $.24 per share as compared to $1,857,000 or $.26 per share for
fiscal 1998.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity position at June 30, 2000 increased
from the prior year. Working capital increased approximately $947,000 to
$14,361,000 at June 30, 2000 from $13,414,000 at June 30, 1999. Approximately
$685,000 of the increase relates to a reclassification from Net property, plant
and equipment to Net assets held for disposal. The current ratio increased to
1.9 at June 30, 2000 from 1.7 at June 30, 1999.
Cash flows from operations during fiscal 2000 in the amount of
$2,929,000 represent a decrease of $3,584,000 from the prior year. The major
reasons are a lower net income ($2,900,000), decrease in depreciation ($342,000)
and lower net operating working capital ($342,000).
The Company received $3,925,000 in proceeds from long term
debt, $4,285,000 from the sale of its manufacturing facility in Eatontown, New
Jersey and $24,000 from issuance of common stock. These funds, combined with the
cash flow from operations, were used to acquire $2,383,000 in capital assets and
reduce long term debt by $8,476,000.
The Company's short term liquidity and short term capital
resources are projected to be adequate to allow the Company to continue to make
timely payments to trade and other creditors. The Company believes that the
financial resources available to it, including internally generated funds and
amounts available under its revolving credit facility would be sufficient to
meet its foreseeable working
-12-
15
capital requirements. As of June 30, 2000, the Company had unused sources of
liquidity consisting of cash and cash equivalents of $1,088,000 and available
unused credit under a revolving credit facility of $1,600,000.
On September 1, 2000, the Company entered into a new banking
relationship with PNC Business Credit. The Company now has a $43,375,000 senior
secured credit facility. The credit facilities are structured as a five year
$25,000,000 senior revolving credit facility, a five year $12,183,000 amortizing
senior term loan, a five year $4,192,000 standby letter of credit and a five
year $2,000,000 capital expenditure line. At closing, the Company had
approximately $4.5 million available unused credit under its new revolving
credit facility.
Given the emphasis on the Company's financial position placed
by the Company's lending institutions, management believes that a change in
accounting method for inventory valuation from LIFO to FIFO is appropriate.
Based on the decreasing resin prices in the first quarter of fiscal 2001, and
the projected excess capacity in PVC resin supply market, management believes
that the rise in resin prices in the latter half of fiscal 2000 will
substantially reverse in fiscal 2001, and that LIFO inventories would again
approximate, or exceed FIFO inventories, as was the case in fiscal 1997 through
1999. Accordingly, the Company believes that the FIFO method of valuing
inventories is preferable because it will provide a better measure of the
current value of the inventories and financial position of the Company.
Item 8. Financial Statements and Supplementary Data.
See annexed financial statements.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
-None-
-13-
16
PART III
Item 10. Directors and Executive Officers of the Registrant.
The following table sets forth the directors and executive
officers of the Company. Each director holds office until his successor is
elected and qualifies.
Name Age Held Office Since Offices with the Company
- ---- --- ----------------- ------------------------
Phillip L. Friedman 53 1982 President, Chief Executive, and Director
Joel Francis Roberts 58 1989 Senior Vice President Operations
Jeffrey Shapiro 51 2000 Chief Financial Officer
John F. Turben 65 1996 Director
Raymond A. Lancaster 54 1996 Director
Michael Sherwin 59 1996 Director
George R. Begley 57 1996 Director
Jeffery C. Garvey 51 2000 Director
PHILLIP L. FRIEDMAN was employed by Occidental Chemical
Corporation (formerly Hooker Chemical Corporation), a leading manufacturer and
supplier of PVC resins and compounds from 1969 until December 1981, when he
joined the Company. During his last 5 years with Occidental, Mr. Friedman was
Manager of Business Development and Director of Commercial Development for the
Polyvinyl Chloride Plastics Division. As the Director of Commercial Development,
he was responsible for coordinating and reducing to commercial practice various
research and development projects within the plastics industry. He is a member
of the Executive Committee of the Company.
JOEL FRANCIS ROBERTS, from 1984 to July 1986, was a plant
manager for Technical Plastics Extruders, an extruder of sheet material. During
July 1986 he joined the Company as a plant manager and became a Director of
Operations during 1989. He became a Senior Vice President for Operations during
November 1989.
JEFFREY SHAPIRO, was employed as the Chief Operating Officer
of Universal Process Equipment, a world wide manufacturer of process equipment,
before joining PVCC in March 2000 as Chief Financial Officer. Jeff has nearly
twenty years of experience in the printing and packaging industry and has held
various executive positions from Vice President to Controller to Chief Financial
Officer. Prior companies include Webcraft Technologies and Klearfold Packaging.
Mr. Shapiro is a graduate of Rutgers University and a CPA in New Jersey.
GEORGE R. BEGLEY is an independent investment advisor, a
director of North Coast Energy and a member of the audit committee of the
Company.
RAYMOND A. LANCASTER is the Managing Partner of Kirtland
Capital Partners II L.P. (see "Security Ownership of Certain Beneficial Owners
and Management") and was the managing partner of Kirtland Capital Partners from
1995 to 1996 and of Key Corp. from 1990 to 1995. He is a member of the Executive
and Audit Committee of the Company. Currently, Mr. Lancaster is a KCP I and KCP
II Advisory Board member and a member of the Board of Directors of Fairmount
Minerals, Ltd., PVC Container Corporation, R. Tape Corporation, ShoreBridge
Corp., STERIS Corporation, and Unifrax Corporation.
-14-
17
MICHAEL SHERWIN is the Vice Chairman of Mid-West Forge
Corporation and Chairman and Chief Executive Officer of Columbiana Boiler
Company. Prior to joining Mid-West Forge Corporation, Mr. Sherwin was the
President of National City Venture Corporation and National City Capital
Corporation, both subsidiaries of National City Corporation. He is chairman of
the Audit Committee of the Company.
JOHN F. TURBEN is Chairman of Kirtland Capital Partners and is
a KCP I and KCP II Advisory Board member and serves as Chairman of The Hickory
Group, PVC Container Corporation and Harrington and Richardson 1871, Inc. He is
also Chairman of the Executive Committee of Fairmount Minerals, Ltd. and
Execution Services Inc. He is a director of NACCO Industries, Unifrax
Corporation and TruSeal Technologies Inc. He is Chairman of the Board of the
Company and a member of its Executive Committee.
JEFFERY C. GARVEY is the co-founder of Austin Ventures for the
past 21 years and is Chairman of the Board of the Lance Armstrong Foundation. He
is a member of Kirtland Capital Partners Advisory Board.
Item 11. Executive Compensation.
Incorporated by reference from the Company's definitive information
statement to be filed with the Commission not later than 120 days following the
end of the Company's fiscal year.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Incorporated by reference from the Company's definitive or information
statement to be filed with the Commission not later than 120 days following the
end of the Company's fiscal year.
Item 13. Certain Relationships and Related Transactions.
None.
-15-
18
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) The following documents are filed as part of this report:
(1) Consolidated Financial Statements.
Report of Independent Auditors
Consolidated Balance Sheets at June 30, 2000 and 1999
Consolidated Statements of Income for the three years ended
June 30, 2000
Consolidated Statements of Stockholders' Equity
for the three years ended June 30, 2000
Consolidated Statements of Cash Flows for the three years
ended June 30, 2000
Notes to Consolidated Financial Statements
(2) Consolidated Financial Statement Schedules.
Report of Independent Auditors on Consolidated Financial
Statement Schedules
For the three years ended June 30, 2000
Schedule II - Valuation and Qualifying Accounts
(3) Exhibits.
3.1 Certificate of Incorporation of the Company
filed with the Secretary of State of the
State of Delaware (filed as Exhibit 3.1 to
the Company's Form 10-K for the fiscal year
ended June 30, 1988 (the "1988 10-K"), and
incorporated herein by reference).
3.2 The Company's By-Laws (filed as Exhibit 3.2
to the 1988 10-K, and incorporated herein
by reference).
10.1 Deferred Compensation Plan established June
4, 1986 and effective July 1, 1986 (filed
as Exhibit 10.1 to the Company's Form 10-K
for the fiscal year ended June 30, 1987
(the "1987 10-K"), and incorporated herein
by reference).
10.2 Profit Sharing Savings Plan (Flexinvest
401(k) Plan) effective July 1, 1984 (filed
as Exhibit 10.2 to the 1987 10-K, and
incorporated herein by reference).
-16-
19
10.3 1981 Incentive Stock Option Plan filed as
an Exhibit to the Company's Form 10-K for
fiscal 1982 and incorporated herein by
reference (filed as Exhibit 10.3 to the
1987 10-K, and incorporated herein by
reference).
10.4 Employment Agreement between the Company
and Phillip L. Friedman dated July 1, 1982
as amended on June 4, 1986 (filed as
Exhibit 10.4 to the 1987 10-K, and
incorporated herein by reference).
10.5 Lease for the Company's container
manufacturing plant dated October 5, 1973
and amended July 2, 1974 between John
Donato, Jr. and the Company (filed as
Exhibit 10.5 to the 1987 10-K, and
incorporated herein by reference).
10.7 Loan and Security Agreement among the
Company, First Jersey National Bank and
Novatec dated June 1, 1984 and modified
March 31, 1986 (filed as Exhibit 10.7 to
the 1987 10-K, and incorporated herein by
reference).
10.8 Credit Agreement among the Company, New
Jersey Economic Development Authority,
United Jersey Bank and The First Jersey
National Bank dated as of November 1, 1981
(filed as Exhibit 10.8 to the 1987 10-K,
and incorporated herein by reference).
10.9 Bond Financing Agreement among the Company,
New Jersey Economic Development Authority,
United Jersey Bank and The First Jersey
National Bank dated November 27, 1984
(filed as Exhibit 10.9 to the 1987 10-K,
and incorporated herein by reference).
10.10 Collective Bargaining Agreement dated
September 1, 1988 between the Company and
Local 108, Retail, Wholesale and Department
Store Union, AFL-CIO (filed as Exhibit
10.10 to the 1988 10-K, and incorporated
herein by reference).
10.11 Third Amendment to Employment Agreement
between Phillip L. Friedman and the Company
dated November 29, 1989 (filed as Exhibit
10.11 to 1990 10-K and incorporated herein
by reference).
10.12 Asset Purchase Agreement between Airopak
Corporation and Air Products and Chemicals,
Inc. dated 8/4/94 (filed as Exhibit 10 to
the report on Form 8-K filed on August 8,
1994 and incorporated herein by reference).
10.13 Employment Agreement between the Company
and Phillip L. Friedman dated July 1, 1996
(filed as Exhibit 10.2 to the December 12,
1996 8-K, and incorporated herein by
reference).
10.14 Stock Purchase Agreement among the Company,
Kirtland Capital Partners, and Rimer
Anstalt, dated December 3, 1996 (filed as
Exhibit 10.1 to the December 12, 1996 8-K
and incorporated herein by reference).
-17-
20
10.15 1996 Incentive Stock Option Plan (filed as
Exhibit 10.3 to the December 12, 1996 8-K,
and incorporated herein by reference).
10.16 Asset Purchase Agreement dated March 30,
1998 among the Company, Charter Supply
Co.,Inc. and McKechnie Investments, Inc.
(filed as an Exhibit to the April 14, 1998
Report on Form 8-K and incorporated herein
by; reference).
10.17 Loan and Security Agreement among the
Company and its subsidiaries and Fleet
Bank, N.A. dated March 30, 1998 relating to
the financing of the purchase described in
10.16 above (filed as an Exhibit to the
April 14, 1998 Report on Form 8-K and
incorporated herein by reference).
10.18 Stock Purchase Agreement dated September 3,
1998 among the Company and the sellers of
all the securities of Marpac Industries,
Inc. (filed as an Exhibit to the September
18, 1998 Report on Form 8-K and
incorporated herein by reference).
10.19 Revolving Credit, Term Loan & Security
Agreement among PNC Bank, NA (As Lender and
As Agent)and PVC Container Corporation and
it's Subsidiaries dated August 31, 2000.
16 Letter dated March 1, 1989 from Gassman,
Rebhun & Co., P.C. regarding resignation as
certifying accountant for the Company
(filed as Exhibit 16 to the February 28,
1989 8-K, and incorporated herein by
reference).
18 Preference Letter re: Change in Accounting
Principles re: LIFO to FIFO
22 Subsidiaries of the Company (filed as
Exhibit 22 to the 1987 10-K, and
incorporated herein by reference).
23 Consent of Ernst & Young LLP
99.1 Second Amendment to the PVC Container
Corporation 1981 Incentive Stock Option
Plan, dated July 6, 1989, with the
unanimous written consent of Directors of
the Company (filed as Exhibit 28.1 to 1990
10-K and incorporated herein by reference.
99.2. Letter dated September 22, 1989 from
Phillip L. Friedman to Bidyuk AG regarding
the termination of their Option Agreement
dated December 14, 1987 (filed as Exhibit
28.2 to 1990 10-K and incorporated herein
by reference). -18-
21
Exhibits filed herewith:
None.
(b) Reports on Form 8-K filed during last quarter of the year ended June
30, 1999:
None.
(c) Exhibits
Exhibit 10.19
Exhibit 18
(d) Financial statement schedules
The financial statement schedules required by Regulation S-X are
submitted as a separate section of this filing.
-19-
22
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit Page
------ ---------------------- ----
3.1 Certificate of Incorporation of the Company filed with the
Secretary of State of the State of Delaware (filed as
Exhibit 3.1 to the Company's Form 10-K for the fiscal year
ended June 30, 1988 (the "1988 10-K"), and incorporated
herein by reference).
3.2 The Company's By-Laws (filed as Exhibit 3.2 to the 1988
10-K, and incorporated herein by reference).
10.1 Deferred Compensation Plan established June 4, 1986 and
effective July 1, 1986 (filed as Exhibit 10.1 to the
Company's Form 10-K for the fiscal year ended June 30,
1987 (the "1987 10-K"), and incorporated herein by
reference).
10.2 Profit Sharing Savings Plan Flexinvest 401(k) Plan)
effective July 1, 1984 (filed as Exhibit 10.2 to the 1987
10-K, and incorporated herein by reference).
10.3 1981 Incentive Stock Option Plan filed as an Exhibit to
the Company's Form 10-K for fiscal 1982 and incorporated
herein by reference (filed as Exhibit 10.3 to the 1987
10-K, and incorporated herein by reference).
10.4 Employment Agreement between the Company and Phillip L.
Friedman dated July 1, 1982 as amended on June 4, 1986
(filed as Exhibit 10.4 to the 1987 10-K, and incorporated
herein by reference).
10.5 Lease for the Company's container manufacturing plant
dated October 5, 1973 and amended July 2, 1974 between
John Donato, Jr. and the Company (filed as Exhibit 10.5 to
the 1987 10-K, and incorporated herein by reference).
10.7 Loan and Security Agreement among the Company, First
Jersey National Bank and Novatec dated June 1, 1984 and
modified March 31, 1986 (filed as Exhibit 10.7 to the 1987
10-K, and incorporated herein by reference).
10.8 Credit Agreement among the Company, New Jersey Economic
Development Authority, United Jersey Bank and The First
Jersey National Bank dated as of November 1, 1981 (filed
as Exhibit 10.8 to the 1987 10-K, and incorporated herein
by reference).
10.9 Bond Financing Agreement among the Company, New Jersey
Economic Development Authority, United Jersey Bank and The
First Jersey National Bank dated November 27, 1984 (filed
as Exhibit 10.9 to the 1987 10-K, and incorporated herein
by reference).
10.10 Collective Bargaining Agreement dated September 1, 1988
between the Company and Local 108, Retail, Wholesale and
Department Store Union, AFL-CIO (filed as Exhibit 10.10 to
the 1988 10-K, and incorporated herein by reference).
-20-
23
10.11 Third Amendment to Employment Agreement between Phillip L.
Friedman and the Company dated November 29, 1989 and
incorporated herein by reference.
10.12 Asset Purchase Agreement between Airopak Corporation and
Air Products and Chemicals, Inc. dated August 4, 1994
(filed as Exhibit 10 to the report on Form 8-K filed on
August 8, 1994 and incorporated herein by reference).
10.13 Employment Agreement between the Company and Phillip L.
Friedman dated July 1, 1996 (filed as Exhibit 10.2 to the
December 12, 1996 8-K, and incorporated herein by
reference)
10.14 Stock Purchase Agreement among the Company, Kirtland
Capital Partners, and Rimer Anstalt, dated December 3,
1996 (filed as Exhibit 10.1 to the December 12, 1996 8-K
and incorporated herein by reference).
10.15 1996 Incentive Stock Option Plan (filed as Exhibit 10.3 to
the December 12, 1996 8-K, and incorporated herein by
reference).
10.16 Asset Purchase Agreement dated March 30, 1998 among the
Company, Charter Supply Co.,Inc. and McKechnie
Investments, Inc. (filed as an Exhibit to the April 14,
1998 Report on Form 8-K and incorporated herein by;
reference).
10.17 Loan and Security Agreement among the Company and its
subsidiaries and Fleet Bank, N.A. dated March 30, 1998
relating to the financing of the purchase described in
10.16 above (filed as an Exhibit to the April 14, 1998
Report on Form 8-K and incorporated herein by reference).
10.18 Stock Purchase Agreement dated September 3, 1998 among the
Company and the sellers of all the securities of Marpac
Industries, Inc. (filed as an Exhibit to the September 18,
1998 Report on Form 8-K and incorporated herein by
reference).
10.19 Revolving Credit, Term Loan & Security Agreement among PNC
Bank, NA (As Lender and As Agent)and PVC Container
Corporation and it's Subsidiaries dated August 31, 2000.
16 Letter dated March 1, 1989 from Gassman, Rebhun & Co.,
P.C. regarding resignation as certifying accountant for
the Company (filed as Exhibit 16 to the February 28, 1989
8-K, and incorporated herein by reference).
18 Preference Letter re: Change in Accounting Principles re:
LIFO to FIFO
22 Subsidiaries of the Company (filed as Exhibit 22 to the
1987 10-K, and incorporated herein by reference).
23 Consent of Ernst & Young LLP.
99.1 Second Amendment to the PVC Container Corporation 1981
Incentive Stock Option Plan, dated July 6, 1989, with the
unanimous written consent of Directors of the Company and
incorporated herein by reference.
-21-
24
99.2 Letter dated September 22, 1989 from Phillip L. Friedman
to Bidyuk AG regarding the termination of their Option
Agreement dated December 14, 1987 and incorporated herein
by reference.
-22-
25
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.
PVC CONTAINER CORPORATION
(Registrant)
By:/s/Phillip L. Friedman
-----------------------
Phillip L. Friedman
President and Chief
Executive Officer
Date: September 29, 2000
26
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
--------- ----- ----
/s/Phillip Friedman Chief Executive Officer and Director September 29 , 2000
- ---------------------------
Phillip L. Friedman
/s/Jeffrey Shapiro Chief Financial and Accounting Officer September 29, 2000
- ---------------------------
Jeffrey Shapiro
/s/John F. Turben Director September 29, 2000
- ---------------------------
John F. Turben
/s/Raymond A. Lancaster Director September 29, 2000
- ---------------------------
Raymond A. Lancaster
/s/Jeffery C. Garvey Director September 29, 2000
- ---------------------------
Jeffery C. Garvey
/s/ George R. Begley Director September 29, 2000
- ---------------------------
George R. Begley
/s/Michael Sherwin Director September 29, 2000
- ---------------------------
Michael Sherwin