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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F0RM 10-K
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the fiscal year ended December 31, 1994
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 1-10235
IDEX CORPORATION
(Exact Name of Registrant As Specified in Its Charter)
Delaware 36-3555336
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
630 Dundee Road
Northbrook, Illinois 60062
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (708) 498-7070
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
REGISTERED
common stock, par value $.01 per share New York Stock Exchange
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. /X/
The aggregate market value of the voting stock held by nonaffiliates of
IDEX Corporation as of March 14, 1995 was $374,195,747.
The number of shares outstanding of IDEX Corporation's common stock, par
value $.01 per share (the "Common Stock"), as of March 14, 1995 was 19,080,621.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 1994 annual report to shareholders of IDEX Corporation
(the "1994 Annual Report") are incorporated by reference into Parts I and II of
this Form 10-K and portions of the definitive Proxy Statement of IDEX
Corporation (the "1995 Proxy Statement") with respect to the 1995 annual
meeting of shareholders are incorporated by reference into Part III of this
Form 10-K.
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PART I
ITEM 1. BUSINESS.
IDEX ("IDEX" or the "Company") designs, manufactures and markets a broad
range of fluid handling and industrial products serving a diverse customer base
in the United States and internationally. IDEX competes with relatively few
major manufacturers in most of its markets, and believes that each of its ten
principal subsidiaries ( the "Subsidiaries") has a significant domestic market
share in its principal product area. The Company manufactures proprietary
products of its own design with an engineering content. Generally, all of the
Company's businesses compete on the basis of performance, quality, service and
price.
FLUID HANDLING GROUP
The Fluid Handling Group, which in 1994 accounted for 69% of the
Company's total sales, manufactures a wide variety of industrial pumps and
controls, fire-fighting pumps and rescue equipment, small horsepower
compressors, and lubrication systems. In 1994, approximately 30% of this
Group's sales were to customers outside the U.S. The six business units
comprising this Group are described below.
CORKEN. Corken, headquartered in Oklahoma City, Oklahoma, with a sales
office in Singapore, produces small horsepower compressors, vane and turbine
pumps and valves used for the transfer of liquified petroleum gas ("LPG"),
compressed natural gas, and other gaseous substances.
Management believes Corken has approximately 50% of the market for pumps
and small horsepower compressors used in LPG distribution. Its principal
competitor in this market is the Blackmer division of Dover Corporation. Corken
faces many significant competitors in the industrial (non-LPG distribution)
segment of its business. Most of Corken's sales are made through domestic and
international distributors which incorporate Corken's products in engineered
packages sold to ultimate users. Repair and after-market sales account for
approximately 40% of Corken's total sales volume. Shipments outside the United
States represent approximately 35% of total Corken sales.
HALE PRODUCTS. Hale Products, acquired by IDEX in May 1994, is the
newest business in the Fluid Handling Group, and has its headquarters and a
manufacturing facility in Conshohocken, Pennsylvania. It also has production
facilities in Shelby, North Carolina; St. Joseph, Tennessee; and Warwick,
England; and service and distribution centers in Dieburg, Germany and
Singapore.
Hale Products is the world's leading manufacturer of truck-mounted
fire-fighting pumps and manufactures fire truck pumps under both the U.S. and
European design standards. Hale complements its line of fire truck pumps with a
range of portable, mobile and freestanding pumping units and also manufactures
products which form the Hurst Jaws of Life(R) rescue system. It is estimated to
have a 50% share of the U.S. and an 80% share of the U.K. markets for
truck-mounted fire pumps and a 60% share of the U.S. market for rescue tools.
Hale's principal competitor in the U.S. truck-mounted fire pump market is the
Waterous Company, a subsidiary of American Cast Iron Pipe Company.
Sales of Hale's truck-mounted fire pumps are made directly to
manufacturers of fire trucks, while portable pumps and rescue tools are
generally sold through independent distributors. Approximately 40% of Hale's
sales occur outside the United States.
LUBRIQUIP. Lubriquip is headquartered in Warrensville Heights, Ohio and
also has manufacturing plants in McKees Rocks, Pennsylvania, and Madison,
Wisconsin and a sales office in Singapore. Its products include a wide range of
centralized oil and grease lubrication systems and force-feed lubricators
marketed under the Trabon, Manzel, Grease Jockey, Kipp and OPCO trademarks for
use in general industrial and transportation applications. Lubriquip offers a
wide variety of customized systems using selected standard components to meet
specific customer requirements. Lubriquip is subject to competition from
several companies in both the domestic and international markets; however,
management estimates that Lubriquip is the largest producer of such systems
with approximately one-third of the domestic market for centralized lubricating
systems.
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Lubriquip's system components include pumps and pump packages for
pneumatic, mechanical, electric and hydraulic operation; metering devices,
electronic controllers, monitors and timers, and accessories. These systems are
sold through independent distributors to a wide range of industrial markets,
including machine tools (both automotive and general purpose), chemical
processing, construction equipment, food processing machinery, engine and
compressor, railroad, and over-the-road truck industries. Lubriquip's products
are available worldwide through over 100 independent distributors, with
international sales representing approximately 15% of total shipments. Through
these networks, Lubriquip also provides an extensive support system of
application engineering, service and repair parts for its products.
PULSAFEEDER. Pulsafeeder, acquired by IDEX in May 1992, has its
headquarters and a manufacturing facility in Rochester, New York. It also
manufactures products in Punta Gorda, Florida, and Muskogee, Oklahoma, and has
sales offices in Singapore and Beijing, China. Pulsafeeder designs and markets
a wide range of metering pumps and controls. These products precisely regulate
the flow of liquids in mixing and blending applications. Primary markets served
are water and wastewater treatment, chemical and hydrocarbon processing, food
processing, and warewash institutional.
Pulsafeeder products are grouped into three categories: engineered
pumps, standard pumps and electronic controls. Engineered pumps, designed and
manufactured in Rochester, New York, include positive displacement,
hydraulically-actuated diaphragm pumps used in precise metering applications in
such industries as electric/gas utilities, chemical process, petroleum refining
and pharmaceuticals, as well as specialty pumps targeted at niche markets,
including pumps designed to handle highly corrosive chemicals. Standard pumps,
manufactured in Punta Gorda, Florida, represent a growing portion of
Pulsafeeder's business, and include metering pumps designed for water treatment
and water conditioning applications. Electronic controls, manufactured in
Muskogee, Oklahoma, are of advanced microprocessor-based design, and are used
to control the chemical composition of fluids being pumped, including such
applications as recirculating systems for cooling towers and boilers in the
water treatment market.
Pulsafeeder pumps are sold through an extensive network of company sales
personnel and independent representatives. Management believes that Pulsafeeder
has approximately 35% of the domestic market for metering pumps used in the
process industries and water treatment markets. Approximately 20% of its sales
are outside of the United States. Pulsafeeder's principal competitor is Milton
Roy Company, a subsidiary of Sunstrand Corporation.
VIKING PUMP. Viking Pump, headquartered in Cedar Falls, Iowa, is the
largest business unit in the Company's Fluid Handling Group and is one of the
largest producers of positive displacement rotary internal gear pumps (Viking's
main product) and spur gear pumps. Management believes that Viking pumps, which
are classified as rotary pumps, represent approximately 25% of the domestic
rotary pump market and 45% of the domestic rotary pump market in chemical
processing. Viking's principal rotary pump competitors are Roper Industries and
the Blackmer division of Dover Corporation. Viking's other products include
rotary lobe and metering pumps, speed reducers, flow dividers and basket-type
line strainers.
Viking pumps are used by numerous industries such as the chemical,
petroleum, food, pulp and paper, machinery and construction industries. Viking
is not dependent on any one industry for a substantial percentage of its sales.
Sales of Viking pumps and replacement parts are made through approximately 100
independent distributors and directly to original equipment manufacturers.
Approximately 30% of Viking's sales occur outside of the United States. In
addition to its facilities in Cedar Falls, Iowa, Viking also maintains
manufacturing facilities in Eastbourne, England; Windsor, Ontario; Shannon,
Ireland; participates in a joint venture in Mexico; and has sales offices in
Amsterdam; Singapore; Woodbridge, Ontario; and Beijing, China.
Viking operates two foundries in Cedar Falls, Iowa which supply a
majority of Viking's castings requirements. In addition, these foundries sell a
variety of castings to outside customers.
WARREN RUPP. Warren Rupp is a producer of air-operated and motor-driven
double-diaphragm pumps, generally sold under the SandPIPER tradename. This
business unit is headquartered in Mansfield, Ohio and has a distribution
facility in Shannon, Ireland to serve the European market and a sales office in
Singapore. Warren Rupp's principal competitor is Wilden Pump and Engineering
Co. Management believes that Warren Rupp has approximately one-third of the
domestic market for air-operated double-diaphragm pumps.
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Warren Rupp's pumps are well suited for pumping liquids, slurries and
solids in suspension. Its pump models are made from cast iron, stainless steel
and non-metallic composites to meet requirements to pump various types of
material. End-user markets include the paint, chemical, mining, construction,
and automotive service industries. Warren Rupp pumps are sold through a network
of independent distributors and directly to a small number of original
equipment manufacturers. Sales outside of the United States represent
approximately 40% of total Warren Rupp sales.
INDUSTRIAL PRODUCTS GROUP
The Industrial Products Group, which in 1994 accounted for 31% of the
Company's total sales, manufactures sheet metal fabricating equipment and
tooling, stainless steel banding and clamping devices, vibration control
devices, and sign-mounting products and systems. In 1994, approximately 36% of
this Group's sales were to customers outside the U.S. The four business units
comprising this Group are described below.
BAND-IT. Band-It, headquartered in Denver, Colorado, is one of the
largest worldwide producers of stainless steel bands, buckles and preformed
clamps and related installation tools. Its clamps are used to secure hoses to
nipples, devices to pipes and poles, signs to sign standards, fences to posts,
insulation to pipes, and for hundreds of other industrial clamping functions.
Band-It also has developed an exclusive line of tools for installing its
clamping devices.
Band-It is subject to competition from several companies in both the
domestic and international markets; however, management believes that Band-It
has approximately 50% of the domestic market for quality stainless steel bands
and buckles. Band-It markets its products domestically and internationally. It
has manufacturing and distribution facilities in Staveley, England and in
Singapore to serve the European and Pacific Basin markets. International sales
account for approximately 45% of Band-It's sales. Its products are sold through
a worldwide network of nearly 4,000 distributors to a wide range of markets,
including the transportation, utilities, mining, oil and gas, industrial
maintenance, construction, communication and electronics industries.
SIGNFIX. Signfix, acquired by IDEX in November 1993, has its
headquarters and a manufacturing facility near Bristol, England, with another
manufacturing facility in Tipton, England. Signfix also has distribution
facilities in France and Germany.
Signfix is the leading U.K.-based manufacturer of sign-mounting devices
and related equipment with an estimated 45% U.K. market share. Signfix
products include road, traffic and commercial sign-mounting systems and
stainless steel bands and clamps for various municipal, commercial and
industrial applications. Management estimates that 20% of Signfix sales are to
customers outside the U.K.
STRIPPIT. Strippit, headquartered in Akron, New York, with sales and
service offices in Swindon, England; Paris, France; Singapore and Beijing,
China, is the largest business unit in the Company's Industrial Products Group
and is a manufacturer of a broad range of sheet metal fabricating equipment and
tooling. Strippit produces equipment which incorporates a high proportion of
state-of-the-art technology and has numerous active patents in machine tool
technology, none of which is individually material to its operations.
Strippit's products include single station semi-automatic fabricators; advanced
computer-controlled turret punching machines (including models with plasma arc
or laser cutting heads); punches, dies and related tooling items; load/unload
systems for use in conjunction with Strippit's equipment; and hand-operated
metal forming machines for use in industries which utilize light gauges of
sheet metal. Strippit also is a distributor of Burgmaster metal-cutting
machines and parts. Strippit's products are sold through a combination of
direct sales and independent distributors and agents to a large and diverse
customer base, including customers in the electronics, office, farm and
hospital equipment markets. Approximately 25% of Strippit's total sales are to
customers outside the U.S.
Strippit is one of the largest domestic producers of its type of metal
fabricating equipment, and management believes it has approximately 30% of the
domestic market for numerically controlled punching machines. Its principal
competitor, U.S. Amada, Ltd., is a Japanese firm which, based on its combined
domestic production and imports, is currently believed to have a somewhat
larger share of the numerically controlled punching machine market in the
United States.
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VIBRATECH. Vibratech, headquartered in Buffalo, New York, produces a
broad line of engineered long-life mechanical energy absorption devices,
providing vibration and motion control for transportation equipment, machinery
manufacturers and other users. Vibratech's three major product lines are:
viscous torsional vibration dampers used primarily for heavy duty diesel
engines and transmissions; fluid and friction ride control products for rail,
truck and vehicle manufacturers; and specialized aircraft vibration and motion
control dampers. In addition, Vibratech produces viscous torsional vibration
dampers for motorsport engines. The largest portion of its sales are made
directly to original equipment manufacturers who also service the replacement
parts market.
Vibratech's principal competitor in the viscous torsional vibration
damper market for heavy duty diesel engines is a United Kingdom-based
subsidiary of Cummins Engine, Inc., which serves the damper requirements of
Cummins in the United States market. Management believes that Vibratech has
approximately 40% of the domestic market for viscous torsional vibration
dampers, including that portion serviced by captive producers. Sales outside
the United States are approximately 10% of Vibratech's total sales.
GENERAL ASPECTS APPLICABLE TO THE COMPANY'S BUSINESS GROUPS
EMPLOYEES. At December 31, 1994, IDEX had approximately 3,000 employees,
of which approximately one-third were represented by labor unions with various
contracts expiring from January 1996 through November 1998. Management believes
that its relationship with its employees generally is good and that it will be
able to satisfactorily renegotiate its collective bargaining agreements upon
their expiration.
SUPPLIERS. IDEX manufactures many of the materials and components used
in its products. Substantially all materials and components purchased by IDEX
are available from multiple sources.
INVENTORY AND BACKLOG. Backlog does not have any material significance
in either of the Company's business segments. The Company regularly and
systematically adjusts production schedules and quantities based on the flow of
incoming orders. While total inventory levels may also be affected by changes
in orders, the Company generally tries to maintain relatively stable inventory
levels based on its assessment of the requirements of the various industries
served.
SEGMENT INFORMATION. For segment financial information for the years
1994, 1993 and 1992 see the table presented on page 17 under "Management's
Discussion and Analysis of Financial Condition and Results of Operations," as
set forth in the 1994 Annual Report and incorporated herein by reference, and
Note 11 of the Notes to Consolidated Financial Statements on page 28 of the
1994 Annual Report, which is incorporated herein by reference.
EXPORTS. For export information for the years 1994, 1993 and 1992, see
Note 11 of the Notes to Consolidated Financial Statements on page 28 of the
1994 Annual Report, which is incorporated herein by reference.
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EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the names of the executive officers of
the Company, their ages, the positions and offices with the Company held by
them, and their business experience during the past 5 years.
Position with IDEX and
Name Business Experience
- ---- ----------------------
Donald N. Boyce (Age 56) Chairman of the Board, President and Chief
Executive Officer since prior to January 1990.
Frank J. Hansen (Age 53) Senior Vice President - Operations and
Chief Operating Officer since August 1994;
Vice President-Group Executive from January
1993 to July 1994; President of Viking Pump,
Inc. from prior to January 1990 to July 1994.
Wayne P. Sayatovic (Age 49) Senior Vice President - Finance, Chief
Financial Officer and Secretary since August
1994; Vice President - Finance, Chief
Financial Officer and Secretary from January
1992 to July 1994; Vice President, Treasurer
and Secretary from prior to January 1990 to
December 1991.
Jerry N. Derck (Age 48) Vice President - Human Resources since
November 1992; Vice President - Human
Resources, North America of Tupperware
Corporation, a subsidiary of Premark
International from May 1990 to October 1992;
Vice President, Quality and Human Resources
of Schlegel Corporation from prior to January
1990 to May 1990.
Wade H. Roberts, Jr. (Age 48) Vice President - Group Executive since
January 1993; President of Hale Products,
Inc. since May 1994; President of Strippit,
Inc. from August 1990 to May 1994.
Mark W. Baker (Age 47) Vice President - Group Executive since
August 1994; President of Lubriquip, Inc.
from prior to January 1990.
The Company's executive officers are elected at a meeting of the Board
of Directors immediately following the annual meeting of shareholders, and they
serve until the next annual meeting of the Board, or until their successors are
duly elected.
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ITEM 2. PROPERTIES.
The Company's executive offices occupy approximately 10,000 square feet
of leased space in Northbrook, Illinois. The Company's principal manufacturing
facilities are listed below and are considered to be suitable and adequate for
their operations. Management believes that, in general, approximately 50% to
80% of its manufacturing capacity is currently utilized in each facility.
FLUID HANDLING GROUP
APPROXIMATE
AREA OWNED OR
LOCATION (IN SQ. FT.) LEASED
- -------- ------------- ---------
Corken
Oklahoma City, Oklahoma ........................... 67,000 Leased
Hale
Conshohocken, Pennsylvania ........................ 187,000 Owned
Shelby, North Carolina ............................ 39,000 Owned
St. Joseph, Tennessee ............................. 34,000 Owned
Warwick, England................................... 61,000 Owned
Dieburg, Germany .................................. 12,000 Leased
Lubriquip
Warrensville Heights, Ohio ........................ 90,000 Owned
McKees Rocks, Pennsylvania ........................ 35,000 Owned
Madison, Wisconsin ................................ 50,000 Leased
Pulsafeeder
Rochester, New York ............................... 113,000 Leased
Punta Gorda, Florida .............................. 80,000 Owned
Muskogee, Oklahoma ................................ 31,000 Owned
Viking Pump
Cedar Falls, Iowa ................................. 460,000 Owned
Shannon, Ireland .................................. 19,000 Leased
St. Louis, Missouri ............................... 11,000 Leased
Windsor, Ontario .................................. 35,000 Owned
Eastbourne, England ............................... 16,000 Leased
Warren Rupp
Mansfield, Ohio ................................... 79,000 Owned
INDUSTRIAL PRODUCTS GROUP
APPROXIMATE
AREA OWNED OR
LOCATION (IN SQ. FT.) LEASED
- -------- ------------- ---------
Band-It
Denver, Colorado .................................. 84,000 Owned
Staveley, England ................................. 34,000 Leased
Signfix
Bristol, England .................................. 13,000 Owned
Bristol, England .................................. 12,000 Leased
Tipton, England.................................... 25,000 Owned
Strippit
Akron, New York ................................... 255,000 Owned
Vibratech
Buffalo, New York ................................. 342,000 Owned
Alden, New York ................................... 93,000 Owned
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ITEM 3. LEGAL PROCEEDINGS.
The Company and the Subsidiaries are party to various legal proceedings
arising in the ordinary course of business, none of which is expected to have a
material adverse effect on the Company's business or financial condition.
The Subsidiaries are subject to extensive federal, state and local laws,
rules and regulations pertaining to environmental, waste management and health
and safety matters. Permits are or may be required for some of the
Subsidiaries' facilities and waste-handling activities and these permits are
subject to revocation, modification and renewal. In addition, risks of
substantial costs and liabilities are inherent in the Subsidiaries' operations
and facilities, as they are with other companies engaged in similar industries,
and there can be no assurance that such costs and liabilities will not be
incurred. The Company is not aware of any environmental, health or safety
matter which could, individually or in the aggregate, materially adversely
affect the financial condition of the Company or any of the Subsidiaries.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS.
Information regarding the prices of and dividends on the Common Stock,
and certain related matters, is incorporated herein by reference to
"Shareholder Information" at inside back cover of the 1994 Annual Report.
The principal market for the Common Stock is the New York Stock
Exchange. As of March 14, 1995, the Common Stock was held by 1,390 shareholders
and there were 19,080,621 shares of Common Stock outstanding.
ITEM 6. SELECTED FINANCIAL DATA.
The information set forth under "Historical Data" at page 15 of the
1994 Annual Report is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The information set forth under "Management's Discussion and Analysis of
Financial Condition and Results of Operations" at pages 16 to 19 of the 1994
Annual Report is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The consolidated financial statements of IDEX, including the notes
thereto, together with the report thereon of Deloitte & Touche LLP at pages 20
to 30 of the 1994 Annual Report are incorporated herein by reference.
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.
Certain information regarding the directors of the Company is
incorporated herein by reference to the information set forth under "Election
of Directors" at pages 2 to 5 of the 1995 Proxy Statement.
Information regarding executive officers of the Company is incorporated
herein by reference to Item 1 of this report under the caption "Executive
Officers of the Registrant" at page 5.
Certain information regarding compliance with Section 16(a) of the
Securities and Exchange Act of 1934, as amended, is incorporated herein by
reference to the information set forth under "Compliance with Section 16(a) of
the Exchange Act" at page 18 of the 1995 Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION.
Information regarding executive compensation is incorporated by
reference to the materials under the caption "Compensation of Directors and
Executive Officers" at pages 7 to 14 of the 1995 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information regarding security ownership of certain beneficial owners
and management is incorporated herein by reference to the information set forth
under "Principal Shareholders" at pages 15 to 17 of the 1995 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information regarding certain relationships and related transactions is
incorporated herein by reference to the information set forth under "Election
of Directors -- Certain Interests" and "Compensation of Directors and Executive
Officers -- Compensation Committee Interlocks and Insider Participation" at
pages 6 and 9 of the 1995 Proxy Statement.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) 1. Financial Statements
The following financial statements are incorporated herein
by reference to the 1994 Annual Report.
1994 Annual
Report Page
-----------
Consolidated Balance Sheets as of December 31, 18
1994 and 1993
Statements of Consolidated Operations for the 19
Years Ended December 31, 1994, 1993 and 1992
Statements of Consolidated Shareholders' Equity 20
for the Years Ended December 31, 1994, 1993 and 1992
Statements of Consolidated Cash Flows for the 21
Years Ended December 31, 1994, 1993 and 1992
Notes to Consolidated Financial Statements 22
2. Financial Statement Schedules
The financial statement schedule filed with this report are listed on
the "Index to Financial Statement Schedules."
3. Exhibits
The exhibits filed with this report are listed on the "Exhibit Index."
(b) Reports on Form 8-K
In a report filed on Form 8-K dated December 12, 1994, the Company
reported that its Board of Directors authorized a three-for-two common
stock split and approved a cash dividend on common stock. The
three-for-two split is effected in the form of a 50 percent stock
dividend, to be distributed on January 31, 1995, to shareholders of
record as of January 17, 1995. The cash dividend on the post-split
shares has been initially set at 14 cents per common share per calendar
quarter. The first cash dividend was paid on January 31, 1995, to
shareholders of record on January 17, 1995.
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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, ON THE 14th DAY OF
MARCH, 1995.
IDEX CORPORATION
By /s/ WAYNE P. SAYATOVIC
Wayne P. Sayatovic
Senior Vice President - Finance,
Chief Financial Officer and Secretary
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THIS REPORT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED:
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ DONALD N. BOYCE Chairman of the Board, March 14, 1995
Donald N. Boyce President and Chief
Executive Officer (Principal
Executive Officer)
/s/ WAYNE P. SAYATOVIC Senior Vice President - Finance, March 14, 1995
Wayne P. Sayatovic Chief Financial Officer and Secretary
(Principal Financial
and Accounting Officer)
/s/ RICHARD E. HEATH Director March 14, 1995
Richard E. Heath
/s/ HENRY R. KRAVIS Director March 14, 1995
Henry R. Kravis
/s/ WILLIAM H. LUERS Director March 14, 1995
William H. Luers
/s/ PAUL E. RAETHER Director March 14, 1995
Paul E. Raether
/s/ CLIFTON S. ROBBINS Director March 14, 1995
Clifton S. Robbins
/s/ GEORGE R. ROBERTS Director March 14, 1995
George R. Roberts
/s/ NEIL A. SPRINGER Director March 14, 1995
Neil A. Springer
/s/ MICHAEL T. TOKARZ Director March 14, 1995
Michael T. Tokarz
II-1
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INDEX TO FINANCIAL STATEMENT SCHEDULES
Page
----
Independent Auditors' Report S-2
Schedule II - Valuation and Qualifying Accounts S-3
All other schedules are omitted because they are not applicable, or not
required, or because the required information is included in the
Consolidated Financial Statements of IDEX or the Notes thereto.
S-1
13
INDEPENDENT AUDITORS' REPORT
IDEX Corporation:
We have audited the financial statements of IDEX Corporation and its
Subsidiaries as of December 31, 1994 and 1993 and for each of the three years
in the period ended December 31, 1994, and have issued our report thereon dated
January 16, 1995; such financial statements and report are included in your
1994 Annual Report to Shareholders and are incorporated herein by reference.
Our audits also included the financial statement schedule of IDEX Corporation,
listed in Item 14. This financial statement schedule is the responsibility of
the Company'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.
DELOITTE & TOUCHE LLP
Chicago, lllinois
January 16, 1995
S-2
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IDEX CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
(IN THOUSANDS)
Balance Charged To Balance
Beginning of Costs and Deductions End
Description Year Expenses (1) Other of Year
----------- ----------- -------- --------- ----- -------
YEAR ENDED DECEMBER 31, 1994:
Deducted From Assets To Which They Apply:
Allowance for Doubtful Accounts........... $1,174 $591 $484 $541 $1,822
YEAR ENDED DECEMBER 31, 1993:
Deducted From Assets To Which They Apply:
Allowance for Doubtful Accounts........... 1,100 784 602 (108) 1,174
YEAR ENDED DECEMBER 31, 1992:
Deducted From Assets To Which They Apply:
Allowance for Doubtful Accounts........... 915 689 535 31 1,100
--------------------
(1) Represents uncollectible accounts, net of recoveries.
S-3
15
EXHIBIT INDEX
Exhibit
Number Description Page
- ----------- ----------- ----
3.1 Restated Certificate of Incorporation of IDEX (formerly HI, Inc.)
(incorporated by reference to Exhibit No. 3.1 to the Registration
Statement on Form S-1 of IDEX Corporation, et al., Registration No.
33-21205, as filed on April 21, 1988).
3.1(a) Amendment to Restated Certificate of Incorporation of IDEX
(incorporated by reference to Exhibit No. 3.2 to Amendment No. 1 to
the Registration Statement on Form S-1 of IDEX Corporation,
Registration No. 33-28317, as filed on June 1, 1989).
3.2 Amended and Restated Bylaws of IDEX (incorporated by reference to
Exhibit No. 3.2 to Post-Effective Amendment No. 2 to the
Registration Statement on Form S-1 of IDEX Corporation, et al.,
Registration No. 33-21205, as filed on July 17, 1989).
3.2(a) Amended and Restated Article III, Section 13 of the Amended and
Restated Bylaws of IDEX (incorporated by reference to Exhibit No.
3.2(a) to Post-Effective Amendment No. 3 to the Registration
Statement on Form S-1 of IDEX Corporation, et al., Registration No.
33-21205, as filed on February 12, 1990).
4.1 Restated Certificate of Incorporation and Bylaws of IDEX (filed as
Exhibits 3.1 through 3.2(a)).
4.2 Indenture, dated as of September 15, 1992, among IDEX, the
Subsidiaries and The Connecticut National Bank, as Trustee, relating
to the 9-3/4% Senior Subordinated Notes of IDEX due 2002
(incorporated by reference to Exhibit 4.2 to the Annual Report of
IDEX on Form 10-K for the fiscal year ending December 31, 1992,
Commission File No. 1-10235).
4.3 Specimen Senior Subordinated Note of IDEX (including specimen
Guarantee) (incorporated by reference to Exhibit 4.3 to the Annual
Report of IDEX on Form 10-K for the fiscal year ending December
31, 1992, Commission File No. 1-10235).
4.4 Specimen Certificate of Common Stock (incorporated by reference to
Exhibit 4.3 to the Registration Statement on Form S-2 of IDEX
Corporation, et al., Registration No. 33-42208, as filed on September
16, 1991).
10.1 Second Amended and Restated Credit Agreement dated as of
January 29, 1993 among IDEX, various banks named therein and
Continental Bank N.A., as Agent (incorporated by reference to Exhibit
10.1 to the Annual Report of IDEX on Form 10-K for the fiscal year
ending December 31, 1992, Commission File No. 1-10235).
10.1(a) First Amendment dated as of May 23, 1994 to Second Amended and
Restated Credit Agreement dated as of January 29, 1993 by and
among IDEX Corporation, various banks named therein and
Continental Bank N.A. as agent (incorporated by reference to exhibit
10.18 to the Quarterly Report of IDEX on Form 10-Q for the quarter
ended June 30, 1994, Commission File No. 1-10235).
E-1
16
Exhibit
Number Description Page
- ------ ----------- ----
*10.1(b) Second Amendment dated as of October 24, 1994, to Second
Amended and Restated Credit Agreement dated as of January 29,
1993, by and among IDEX Corporation, as borrower and Bank of
America Illinois (formerly known as Continental Bank N.A.), as a
Bank and as agent, and the other banks signatory thereto.
10.2 Pledge Agreement, dated January 22, 1988, between IDEX and the
Bank Agent (incorporated by reference to Exhibit No. 10.3 to the
Registration Statement on Form S-1 of IDEX Corporation, et al.,
Registration No. 33-21205, as filed on April 21, 1988).
10.3 Guaranty Agreement, dated January 22, 1988, between each of the
Guarantors named therein and the Bank Agent (incorporated by
reference to Exhibit No. 10.4 to the Registration Statement on Form
S-1 of IDEX Corporation, et al., Registration No. 33-21205, as filed
on April 21, 1988).
10.3(a) Guaranty Agreement, dated May 7, 1991, by CIC Acquisition
Corporation in favor of the Bank Agent (incorporated by reference to
Exhibit No. 10.3(a) to the Registration Statement on Form S-1 of
IDEX Corporation, et al., Registration No. 33-50220, as filed on July
29, 1992).
10.3(b) Guaranty Agreement, dated May 4, 1992, by PLF Acquisition
Corporation and MCL Acquisition Corporation in favor of the Bank
Agent (incorporated by reference to Exhibit No. 10.3(b) to the
Registration Statement on Form S-1 of IDEX Corporation, et al.,
Registration No. 33-50220, as filed on July 29, 1992).
*10.3(c) Guaranty Agreement, dated October 24, 1994, executed by Hale
Products, Inc. in favor of the Bank Agent.
10.4 Inter-Guarantor Agreement, dated as of January 22, 1988, among
the Subsidiaries named therein and the Bank Agent (incorporated by
reference to Exhibit 4.8 to the Registration Statement on Form S-1 of
IDEX Corporation, et al., Registration No. 33-21205, as filed on April
21, 1988).
10.4(a) First Amendment to Inter-Guarantor Agreement, dated as of May 7,
1991, among IDEX Corporation and the Subsidiaries named therein
(incorporated by reference to Exhibit No. 10.6(a) to the Registration
Statement on Form S-1 of IDEX Corporation, et al., Registration No.
33-50220, as filed on July 29, 1992).
*10.4(b) Second Amendment to Inter-Guarantor Agreement, dated as of
October 24, 1994, by and among IDEX Corporation and the
subsidiaries named therein.
E-2
17
Exhibit
Number Description Page
- ------- ----------- ----
**10.5 Amended and Restated Employment Agreement between IDEX
Corporation and Donald N. Boyce, dated as of January 22, 1988
(incorporated by reference to Exhibit No. 10.15 to Amendment No. 1
to the Registration Statement on Form S-1 of IDEX Corporation,
Registration No. 33-28317, as filed on June 1, 1989).
**10.5(a) First Amendment to the Amended and Restated Employment
Agreement between IDEX Corporation and Donald N. Boyce, dated
as of January 13, 1993 (incorporated by reference to Exhibit 10.5(a)
to the Annual Report of IDEX on Form 10-K for the fiscal year
ending December 31, 1992, Commission File No. 1-10235).
*
**10.5(b) Second Amendment to the Amended and Restated Employment
Agreement between IDEX Corporation and Donald N. Boyce, dated
as of September 27, 1994.
**10.6 Amended and Restated Employment Agreement between IDEX
Corporation and Wayne P. Sayatovic, dated as of January 22, 1988
(incorporated by reference to Exhibit No. 10.17 to Amendment No. 1
to the Registration Statement on Form S-1 of IDEX Corporation,
Registration No. 33-28317, as filed on June 1, 1989).
**10.6(a) First Amendment to the Amended and Restated Employment
Agreement between IDEX Corporation and Wayne P. Sayatovic,
dated as of January 13, 1993 (incorporated by reference to Exhibit
10.7(a) to the Annual Report of IDEX on Form 10-K for the fiscal
year ending December 31, 1992, Commission File No. 1-10235).
*
**10.6(b) Second Amendment to the Amended and Restated Employment
Agreement between IDEX Corporation and Wayne P. Sayatovic,
dated as of September 27, 1994.
**10.7 Employment Agreement between IDEX Corporation and Frank J.
Hansen dated as of August 1, 1994 (incorporated by reference to
Exhibit No. 10.7 to the Quarterly Report of IDEX on Form 10-Q for
the quarter ended September 30, 1994, Commission File No.
1-10235).
*
**10.7(a) First Amendment to the Employment Agreement between IDEX
Corporation and Frank J. Hansen, dated as of September 27, 1994.
*
**10.8 Employment Agreement between IDEX Corporation and Jerry N.
Derck, dated as of September 27, 1994.
**10.9 Management Incentive Compensation Plan (incorporated by reference
to Exhibit No. 10.21 to Amendment No. 1 to the Registration
Statement on Form S-1 of IDEX Corporation, Registration No.
33-28317, as filed on June 1, 1989).
**10.10 Form of Indemnification Agreement (incorporated by reference to
Exhibit No. 10.23 to the Registration Statement on Form S-1 of IDEX
Corporation, Registration No. 33-28317, as filed on April 26, 1989).
E-3
18
Exhibit
Number Description Page
- ------- ----------- ----
**10.11 Form of Shareholder Purchase and Sale Agreement (incorporated by
reference to Exhibit No. 10.24 to Amendment No. 1 to the
Registration Statement on Form S-1 of IDEX Corporation,
Registration No. 33-28317, as filed on June 1, 1989).
**10.12 Revised Form of IDEX Corporation Stock Option Plan for Outside
Directors (incorporated by reference to Exhibit No. 10.22(a) to Post-
Effective Amendment No. 4 to the Registration Statement on Form
S-1 of IDEX Corporation, et al., Registration No. 33-21205, as filed
on March 2, 1990).
**10.13 Amendment to the IDEX Corporation Stock Option Plan for Outside
Directors, adopted by resolution of the Board of Directors dated as of
January 28, 1992 (incorporated by reference to Exhibit 10.21(a) of the
Annual Report of IDEX on Form 10-K for the fiscal year ended
December 31, 1991, Commission File No. 1-10235).
**10.14 Non-Qualified Stock Option Plan for Non-Officer Key Employees of
IDEX Corporation (incorporated by reference to Exhibit 10.15 to the
Annual Report of IDEX on Form 10-K for the fiscal year ending
December 31, 1992, Commission File No. 1-102351).
**10.15 Non-Qualified Stock Option Plan for Officers of IDEX Corporation
(incorporated by reference to Exhibit 10.16 to the Annual Report of
IDEX on Form 10-K for the fiscal year ending December 31, 1992,
Commission File No. 1-102351).
**10.16 IDEX Corporation Supplemental Executive Retirement Plan
(incorporated by reference to Exhibit 10.17 to the Annual Report of
IDEX on Form 10-K for the fiscal year ending December 31, 1992,
Commission File No. 1-102351).
10.17 Stock Purchase Agreement, dated as of May 6, 1994 by and among
HPI Acquisition Corp., HFP Partners, L., HMTC Partners L.P., the
persons listed on Schedule A and Hale Products, Inc. (incorporated
by reference to Exhibit 10.17 to the Quarterly Report of IDEX on
Form 10-Q for the quarter ended June 30, 1994, Commission File
No. 1-10235).
*13 1994 Annual Report to Shareholders of IDEX.
*22 Subsidiaries of IDEX
*24 Consent of Deloitte & Touche LLP
*27 Financial Data Schedule
-----------------
* Filed herewith.
** Management contract or compensatory plan or arrangement.
E-4