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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended March 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from
____________ to ____________
Commission file number 1-7872
---------------------
TRANSTECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-4062211
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
150 Allen Road 07938
Liberty Corner, New Jersey (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (908) 903-1600
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $0.01
(Title of class)
New York Stock Exchange
(Name of exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act:
NONE
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. [ ]
As of June 7, 1999, the aggregate market value of voting stock held by
non-affiliates of the registrant based on the last sales price as reported by
the New York Stock Exchange on such date was $122,730,560.00. (See Item 12)
As of June 7, 1999, the registrant had 6,136,528 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant's Annual Report for the fiscal year ended March 31, 1999 is
incorporated by reference into Part I and II hereof.
The registrant's Proxy Statement for the fiscal year ended March 31, 1999
is incorporated by reference into Part III hereof.
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PART I
ITEM 1. BUSINESS.
GENERAL
TransTechnology Corporation develops, manufactures and sells a wide
range of products in two industry segments, as described below. TransTechnology
Corporation was originally organized in 1962 as a California corporation and
reincorporated in Delaware in 1986. Unless the context otherwise requires,
references to the "Company" or the "Registrant" refer to TransTechnology
Corporation (including the California corporation prior to the reincorporation)
and its consolidated subsidiaries. The Company's fiscal year ends on March 31.
Accordingly, all references to years in this report refer to the fiscal year
ended March 31 of the indicated year.
TransTechnology Corporation's core business areas are specialty
fastener products and aerospace products. During 1999, the Company continued its
program to improve its position as one of the world's major suppliers of
specialty fasteners to the transportation and industrial markets. Key aspects of
this program include growth through acquisitions and the consolidation and
rationalization of its domestic retaining ring manufacturing operations. Actions
taken during 1999 to accomplish these goals included the acquisition of all of
the outstanding stock of Aerospace Rivet Manufacturers Corporation. For a more
detailed description of this transaction, see Note 3 of "Notes to Consolidated
Financial Statements" included in the Company's 1999 Annual Report on page 14
which is incorporated herein by reference. Additionally, the Company has
substantially completed the process of consolidating its United States retaining
ring manufacturing distribution facilities into one cost efficient manufacturing
facility and one overall distribution facility both located in New Jersey. These
actions, together with additional strategic acquisition activities during and
subsequent to the close of the fiscal year, further strengthen the Company's
position as one of the world's major suppliers of specialty fastener products to
the transportation and industrial markets.
Breeze-Eastern and NORCO, Inc. ("NORCO") make up the aerospace products
segment, and are the world's leading designers and manufacturers of
sophisticated helicopter rescue hoists, cargo winches, cargo hook systems,
mechanical components such as hold open rods, and application-specific
mechanical and linear motion systems. These products are sold primarily to
military and civilian agencies and aerospace contractors. The acquisition of all
of the outstanding stock of NORCO was accomplished in 1999. For a more detailed
description of this transaction, see Note 3 of "Notes to Consolidated Financial
Statements" included in the Company's 1999 Annual Report on page 14 which is
incorporated herein by reference.
SPECIALTY FASTENER PRODUCTS
The Company's specialty fastener products are manufactured by its
Seeger Group of companies ("Seeger-Orbis", "Anderton", and "Seeger Reno"), its
Breeze Industrial Products division ("Breeze Industrial"), its Palnut Company
division ("Palnut"), TCR Corporation ("TCR"), Waldes/IRR division
("Waldes/IRR"), the Pebra hose clamp business ("Pebra") and Aerospace Rivet
Manufacturers Corporation ("ARM"). The Seeger Group of companies and Waldes/IRR
all design and manufacture highly engineered retaining rings for both the
domestic and international transportation and industrial markets. Breeze
Industrial designs and manufactures a diverse line of high-quality stainless
steel hose clamps including worm drive hose clamps, T-Bolt and V-Band clamps,
and light duty clamps for use in the heavy truck and industrial equipment
industries by both original equipment manufacturers and replacement suppliers.
Pebra designs and manufactures hose clamps primarily for heavy truck
manufacturers in Europe. The Palnut Company manufactures single and multi-thread
metal fasteners for the automotive and industrial products markets. These
include lock nuts used
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for load carrying in light duty assemblies or as a supplement to ordinary nuts
to assure tightness; the On-Sert(R) fastener, which is pressed onto hollow
plastic bosses to increase torque and minimize stripping; push-nuts used as
temporary fasteners that hold pre-inserted bolts in place for final assembly or
in ratchet plates which fasten onto a shaft or stud; self-threaders used in the
installation of automotive trim; U-Nuts that provide one-sided screw assembly
and are used to fasten bumpers, fenders and grills to vehicles; and various
single-threaded parts designed for insertion into metal or plastic panels. TCR
Corporation designs and manufactures sophisticated externally threaded fastening
devices and custom industrial components by combining its expertise in cold
forging and machining technologies. TCR products are used by industrial
customers worldwide, with key market groups including the automotive, hydraulic
and recreational product industries. ARM designs and manufactures rivets and
externally threaded fasteners primarily for the aerospace industry.
Specialty fasteners are marketed through a combination of a direct
sales force, distributors and manufacturing representatives. Such products
contributed 78%, 83% and 81% of the Company's consolidated net sales in 1999,
1998 and 1997, respectively.
At March 31, 1999, the Company's Specialty Fastener Products segment
backlog was $45.9 million, compared to $43.5 million at March 31, 1998. The
increase is primarily the result of the acquisition of ARM. Substantially all of
the March 31, 1999 backlog is scheduled to be shipped during fiscal 2000.
AEROSPACE PRODUCTS
The Company's aerospace products are designed, developed and
manufactured by Breeze-Eastern and NORCO. Breeze-Eastern specializes in the
design, development and manufacture of sophisticated lifting and restraining
products, principally helicopter rescue hoists, reeling machines and external
hook systems. In addition, Breeze-Eastern designs, develops and manufactures
winches and hoists for aircraft cargo and weapon-handling systems with
applications ranging from cargo handling on fixed-wing aircraft to positioning
television cameras on blimps, antenna and gear drives. Management believes that
Breeze-Eastern is the industry market share leader in sales of personnel-rescue
hoists and cargo hook equipment. As a pioneer of helicopter hoist technology,
Breeze-Eastern continues to develop sophisticated helicopter hoist systems,
including systems for the current generation of Seahawk, Chinook, Dolphin,
Merlin and Super Stallion helicopters. Breeze-Eastern also supplies equipment
for the United States, Japanese and European Multiple-Launch Rocket Systems
which use two specialized hoists to load and unload rocket pod containers.
Breeze-Eastern's external cargo-lift hook systems are original equipment on most
helicopters manufactured today. These hook systems range from small 1,000-pound
capacity models up to the largest 36,000-pound capacity hooks employed on the
Super Stallion helicopter. Breeze-Eastern also manufactures aircraft and cargo
tie-downs. NORCO designs, develops and manufactures mechanical components and
systems such as hold open rods, quick connect/disconnect locking systems,
helicopter blade restraint systems, latch assemblies, safety locks and
application-specific mechanical systems. Its power transmission line of products
include rollnuts, rollnut longspan assemblies, ball reversers, ball oscillators,
FlenNut(TM) assemblies and other application-specific linear motion assemblies.
Breeze-Eastern and NORCO sell their products through internal marketing
representatives and several independent sales representatives and distributors.
The Aerospace product lines contributed 22%, 17% and 19% to the Company's
consolidated net sales in 1999, 1998 and 1997, respectively.
The Aerospace Product segment backlog varies substantially from time to
time due to the size and timing of orders. At March 31, 1999, the backlog of
unfilled orders was $43.8 million, compared to $32.4 million at March 31, 1998.
The increase is primarily the result of the acquisition of NORCO. The majority
of the March 31, 1999 backlog is expected to be shipped during fiscal 2000.
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DEFENSE INDUSTRY SALES
Approximately 10% of the Company's consolidated net sales in 1999, as
compared to 11% and 9% in 1998 and 1997, respectively, were derived from sales
to the United States Government, principally the military services of the
Department of Defense and its prime contractors. These contracts typically
contain precise performance specifications and are subject to customary
provisions which give the United States Government the contractual right of
termination for convenience. In the event of termination for convenience,
however, the Company is typically protected by provisions allowing reimbursement
for costs incurred as well as payment of any applicable fees or profits.
ENVIRONMENTAL MATTERS
Due primarily to Federal and State legislation which imposes liability,
regardless of fault, upon commercial product manufacturers for environmental
harm caused by chemicals, processes and practices that were commonly and
lawfully used prior to the enactment of such legislation, the Company may be
liable for all or a portion of the environmental clean-up costs at sites
previously owned or leased by the Company (or corporations acquired by the
Company). The Company's contingencies associated with environmental matters are
described in Note 12 of Notes to Consolidated Financial Statements included in
the Company's 1999 Annual Report on page 20 which is incorporated herein by
reference.
COMPETITION
The Company's businesses compete in some markets with entities that are
larger and have substantially greater financial and technical resources than the
Company. Generally, competitive factors include design capabilities, product
performance, delivery and price. The Company's ability to compete successfully
in such markets will depend on its ability to develop and apply technological
innovations and to expand its customer base and product lines. The Company is
successfully doing so both internally and through acquisitions. There can be no
assurance that the Company will continue to successfully compete in any or all
of the businesses discussed above. The failure of the Company to compete in more
than one of these businesses could have a materially adverse effect on the
Company's profitability.
RAW MATERIALS
The various components and raw materials used by the Company to produce
its products are generally available from more than one source. In those
instances where only a single source for any material is available, such items
can generally be redesigned to accommodate materials made by other suppliers. In
some cases, the Company stocks an adequate supply of the single source materials
for use until a new supplier can be approved. The Company's business is not
dependent upon a single supplier or a few suppliers, the loss of which would
have a materially adverse effect on the Company's consolidated financial
position.
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EMPLOYEES
As of May 28, 1999, the Company employed 1,750 people. There were 1,438
employees associated with the Specialty Fastener Products segment, 291 with the
Aerospace Products segment and 21 with the corporate office.
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
Financial information relating to each of the Company's segments has
been included in Note 13 of Notes to Consolidated Financial Statements included
in the Company's 1999 Annual Report on pages 20-22 and is incorporated herein by
reference.
FOREIGN OPERATIONS AND SALES
The Company's foreign-based facilities during fiscal 1999 consisted of
the Seeger-Orbis and Pebra facilities located in Germany, the Anderton facility
located in the U.K., a sales office in Paris, France and the Seeger Reno
facility located in Brazil. The Company acquired all of these businesses on June
30, 1995, except for Pebra which was acquired on June 18, 1996. The Company had
foreign sales of $56.7 million, $57.2 million and $58.0 million in fiscal 1999,
1998 and 1997, respectively, representing 25%, 28% and 32% of the Company's
consolidated net sales in each of those years, respectively. The Company had
export sales of $31.2 million, $20.3 million and $19.8 million in fiscal 1999,
1998 and 1997, respectively, representing 14%, 10% and 11% of the Company's
consolidated net sales in each of those years, respectively. The risk and
profitability attendant to these sales is generally comparable to similar
products sold in the United States. Net sales, profits and identifiable assets
attributable to the Company's foreign and domestic operations, and the
identification of export sales by geographic area, are set forth in Note 13 of
Notes to Consolidated Financial Statements in the Company's 1999 Annual Report
on pages 20-22 and is incorporated herein by reference.
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ITEM 2. PROPERTIES
The following table sets forth certain information concerning the
Company's principal facilities for its continuing operations:
Owned or
Location Use of Premises Leased Sq. Ft
-------- --------------- ------ ------
Liberty Corner, New Jersey Executive Offices Leased 13,000
SPECIALTY FASTENER
PRODUCTS SEGMENT
Saltsburg, Pennsylvania Breeze Industrial offices and Owned 120,000
manufacturing plant
Mountainside, New Jersey Palnut offices and manufacturing Owned 142,000
plant
Irvington, New Jersey Industrial Retaining Ring Owned 37,000
manufacturing plant
Millburn, New Jersey Waldes/IRR offices Leased 53,100
and distribution center
Santa Fe Springs, California Aerospace Rivet Manufacturers Leased 33,000
Corporation office and
manufacturing plant
Southfield, Michigan Specialty fastener sales office Leased 1,000
Konigstein, Germany Seeger Group offices and Owned 149,000
Seeger-Orbis manufacturing
plant
Minneapolis, Minnesota TCR Corporation offices Leased 137,000
and plant
Bingley, England Anderton offices and Owned 124,000
manufacturing plant
Sao Paulo, Brazil Seeger Reno offices and Owned 85,000
manufacturing plant
Paris, France Retaining ring sales office Leased 500
Frittlingen, Germany Pebra offices and Owned 30,000
manufacturing plant
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AEROSPACE PRODUCTS SEGMENT
Union, New Jersey Breeze-Eastern offices Owned 188,000
and manufacturing plant
Ridgefield, Connecticut NORCO, Inc. Owned 35,000
The Company believes that such facilities are suitable and adequate for
the Company's foreseeable needs and that additional space, if necessary, will be
available. The Company continues to own or lease property that it no longer
needs in its operations. These properties are located in California,
Pennsylvania, New York and Illinois. In some instances, the properties are
leased or subleased and in nearly all instances these properties are for sale.
ITEM 3. LEGAL PROCEEDINGS
The information required has been included in Note 12 of Notes to
Consolidated Financial Statements included in the Company's 1999 Annual Report
on page 20 and is incorporated herein by reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Company's security holders
during the three month period ended March 31, 1999.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock, par value $0.01, is traded on the New York
Stock Exchange under the symbol TT. The following table sets forth the range of
high and low closing sales prices of the Company's Common Stock for the calendar
quarters indicated, as reported by the New York Stock Exchange.
High Low
---- ---
Fiscal 1998
First Quarter $ 22-7/8 $ 19-7/8
Second Quarter 26-11/16 22-3/4
Third Quarter 28-5/16 26
Fourth Quarter 30-5/16 25-1/2
Fiscal 1999
First Quarter $ 30-5/8 $ 25-9/16
Second Quarter 27-1/8 20-1/4
Third Quarter 23-11/16 18-9/16
Fourth Quarter 20-3/4 16-1/2
Fiscal 2000
First Quarter $ 21-1/4 $ 16-1/2
(through June 7, 1999)
As of June 7, 1999, the number of stockholders of record of the Common
Stock was 1,878. On June 7, 1999, the closing sales price of the Common Stock
was $20.00.
The Company's bank indebtedness permits quarterly dividend payments
which cannot exceed 25% of the Company's cumulative net income in each year. The
Company paid a regular quarterly dividend of $0.065 per share on June 2,
September 1 and December 1, 1997, March 2, June 1, September 1 and December 1,
1998 and March 1, 1999.
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ITEM 6. SELECTED FINANCIAL DATA
The information required has been included in the Company's 1999 Annual
Report on page 1 and is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required has been included in the Company's 1999 Annual
Report on pages 24-29 and is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required has been included in the Company's 1999 Annual
Report on pages 28-29 and is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial Statements: The information required has been included in the
Company's 1999 Annual Report on pages 9-29 and is incorporated herein
by reference.
Quarterly Financial Data: The information required has been included in
Note 14 of Notes to Consolidated Financial Statements in the Company's
1999 Annual Report on page 22 and is incorporated herein by reference.
Financial Statement Schedules:
Schedule II --
Consolidated Valuation and Qualifying Accounts for years ended
March 31, 1999, 1998 and 1997.
Schedules required by Article 5 of Regulation S-X, other than
that listed above, are omitted because of the absence of the
conditions under which they are required.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item is contained in the Company's
Proxy Statement for the year ended March 31, 1999 and is incorporated herein by
reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is contained in the Company's
Proxy Statement for the year ended March 31, 1999 and is incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is contained in the Company's
Proxy Statement for the year ended March 31, 1999 and is incorporated herein by
reference.
For purposes of the calculation of the aggregate market value of voting
stock held by non-affiliates, the Company has assumed that the shares of Common
Stock beneficially owned by Dr. Arch C. Scurlock are not held by an affiliate of
the Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is contained in the Company's
Proxy Statement for the year ended March 31, 1999 and is incorporated herein by
reference.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) List of documents filed as part of the Annual Report:
1. Financial Statements:
Consolidated Balance Sheets at March 31, 1999 and 1998
Statements of Consolidated Operations for the years ended
March 31, 1999, 1998 and 1997
Statements of Consolidated Cash Flows for the years ended
March 31, 1999, 1998 and 1997
Statements of Consolidated Stockholders' Equity for the years
ended March 31, 1999, 1998 and 1997
Notes to Consolidated Financial Statements
Independent Auditors' Report
2. Financial Statement Schedules:
Independent Auditors' Report
Schedule II - Consolidated Valuation and Qualifying Accounts
for the years ended March 31, 1999, 1998 and 1997
3. Exhibits:
The exhibits listed on the accompanying Index to Exhibits are
filed as part of this report.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the three-month
period ended March 31, 1999.
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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.
Date: June 11, 1999
TRANSTECHNOLOGY CORPORATION
By: /s/Michael J. Berthelot
Michael J. Berthelot,
Chairman of the Board, President
and Chief Executive Officer
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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/Michael J. Berthelot Chairman of the Board, President June 11, 1999
- ----------------------------------- and Chief Executive Officer
MICHAEL J. BERTHELOT (Principal Executive Officer)
/s/Joseph F. Spanier Vice President, Chief Financial Officer June 11, 1999
- ----------------------------------- and Treasurer
JOSEPH F. SPANIER (Principal Financial and Accounting Officer)
/s/Walter Belleville Director June 11, 1999
- -----------------------------------
WALTER BELLEVILLE
/s/Gideon Argov Director June 11, 1999
- -----------------------------------
GIDEON ARGOV
/s/Thomas V. Chema Director June 11, 1999
- -----------------------------------
THOMAS V. CHEMA
/s/James A. Lawrence Director June 11, 1999
- -----------------------------------
JAMES A. LAWRENCE
/s/Michel Glouchevitch Director June 11, 1999
- -----------------------------------
MICHEL GLOUCHEVITCH
/s/William J. Recker Director June 11, 1999
- -----------------------------------
WILLIAM J. RECKER
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INDEPENDENT AUDITORS' REPORT
To the Stockholders and the Board of Directors of TransTechnology Corporation:
We have audited the consolidated financial statements of TransTechnology
Corporation and subsidiaries as of March 31, 1999 and 1998, and for each of the
three years in the period ended March 31, 1999, and have issued our report
thereon dated May 12, 1999; such consolidated financial statements and report
are included in your 1999 Annual Report and are incorporated herein by
reference. Our audits also included the financial statement schedule of
TransTechnology Corporation, listed in Item 14. This financial statement
schedule is the responsibility of the Corporation's management. Our
responsibility is to express an opinion based on our audits. In our opinion,
such financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
May 12, 1999
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TRANSTECHNOLOGY CORPORATION
SCHEDULE II
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR YEARS ENDED MARCH 31, 1999, 1998 AND 1997
(IN THOUSANDS)
BALANCE AT CHARGED TO CHARGED TO BALANCE
BEGINNING OF COSTS AND OTHER AT END
DESCRIPTION PERIOD EXPENSES ACCOUNTS DEDUCTIONS OF PERIOD
- -------------------- ------------- ---------- ----------- ---------- ---------
1999
Allowances for
doubtful accounts
and sales returns $ 556 $ 230 $ 40(A) $ 586 $ 240
Inventory reserves $6,382 $1,432 -- $3,099 $4,715
Environmental
reserves $3,141 $ 479 -- $1,480 $2,140
1998
Allowances for
doubtful accounts
and sales returns $ 588 $ 537 $ 20(B) $ 589 $ 556
Inventory reserves $6,363 $1,014 -- $ 995 $6,382
Environmental
reserves $3,177 $ 642 -- $ 678 $3,141
1997
Allowances for
doubtful accounts
and sales returns $ 735 $ 139 $ 246 $ 532 $ 588
Inventory reserves $7,704 $ 825 -- $2,166 $6,363
Environmental $3,885 $ 238 -- $ 946 $3,177
reserves
(A) Amount represents balances acquired from ARM and NORCO, Inc. acquisitions.
(B) Amount represents balance acquired from TCR Corporation acquisition.
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INDEX TO EXHIBITS
Page
Sequentially
Numbered
3.1 Certificate of Incorporation of the Company.(1) --
3.2 Bylaws of the Company Amended and Restated as of April 15, 1999. --
10.1 1996 - 1998 Incentive Compensation Plan of the Company.(10) --
10.2 Amended and Restated 1992 Long Term Incentive Plan of the Company.(2) --
10.3 Form of Incentive Stock Option Agreement.(2) --
10.4 Form of Director Stock Option Agreement.(3) --
10.5 Form of Restricted Stock Award Agreement used under the Company's Amended and
Restated 1992 Long Term Incentive Plan.(4) --
10.6 Indemnification Agreement dated February 11, 1987 between the Company and each of
its officers and directors.(5) --
10.7 Executive Life Insurance Plan.(6) --
10.8 Amended and Restated Credit Agreement dated as of June 30, 1995 and amended and
restated as of July 24, 1998 between the Company and BankBoston, N.A. --
10.9 Amendment Agreement No. 1 to the Amended and Restated Credit Agreement dated
as of August 21, 1998 between the Company and BankBoston, N.A. --
10.10 Amendment Agreement No. 2 to the Amended and Restated Credit Agreement dated
as of November 27, 1998 between the Company and BankBoston, N.A. --
10.11 Amendment Agreement No. 3 to the Amended and Restated Credit Agreement dated
as of December 23, 1998 between the Company and BankBoston, N.A. --
10.14 Form of Executive Severance Agreement with Officers of the Company.(10) --
10.15 Form of Executive Severance Agreement with Subsidiary Presidents.(10) --
10.16 Form of Executive Severance Agreement with Division Presidents.(10) --
10.17 Form of Executive Severance Agreement with Overseas Subsidiary Managing Directors.(10) --
10.18 Form of First Amendment to Executive Severance Agreement with Officers of the Company.(11) --
10.19 Form of First Amendment to Executive Severance Agreement with Subsidiary Presidents.(11) --
10.20 Form of First Amendment to Executive Severance Agreement with Division Presidents.(11) --
10.21 Form of First Amendment to Executive Severance Agreement with Overseas Subsidiary
Managing Directors.(11) --
10.22 Consulting Agreement with John Dalton. --
10.23 1999-2001 Incentive Compensation Plan of the Company. --
10.24 1998 Non-Employee Directors' Stock Option Plan of the Company.(12) --
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Page
Sequentially
Numbered
10.25 Form of Stock Option Agreement used under the Company's 1998 Non-Employee
Directors' Stock Option Plan --
13 The Company's 1999 Annual Report. --
21 List of Subsidiaries of the Company. --
27 Financial Data Schedule. --
- ---------------------
(1) Incorporated by reference from the Company's Form 8-A Registration Statement
No. 2-85599 dated February 9, 1987. --
(2) Incorporated by reference from the Company's Registration Statement on
Form S-8 No. 333-45059 dated January 28, 1998. --
(3) Incorporated by reference from the Company's Annual Report on Form 10-K
for the Fiscal Year ended March 31, 1995. --
(4) Incorporated by reference from the Company's Annual Report on Form 10-K
for the Fiscal Year ended March 31, 1994. --
(5) Incorporated by reference from the Company's Annual Report on Form 10-K
for the Fiscal Year ended March 31, 1987. --
(6) Incorporated by reference from the Company's Annual Report on Form 10-K
for the Fiscal Year ended March 31, 1989. --
(7) Incorporated by reference from the Company's Report on Form 8-K
filed on July 14, 1995. --
(8) Incorporated by reference from the Company's Annual Report on Form 10-K for
the Fiscal Year ended March 31, 1996. --
(9) Incorporated by reference from the Company's Report on Form 8-K
filed on April 29, 1997. --
(10) Incorporated by reference from the Company's Annual Report on Form 10-K for
the Fiscal Year ended March 31, 1997. --
(11) Incorporated by reference from the Company's Quarterly Report on Form 10-Q
for the Quarter ended December 27, 1998. --
(12) Incorporated by reference from the Company's Registration Statement on
Form S-8 No. 333-70877 dated January 20, 1999. --
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