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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1998.
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 0-19544
AUTOCAM CORPORATION
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(Exact name of Registrant as specified in its charter)
MICHIGAN 38-2790152
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4070 EAST PARIS AVE., KENTWOOD, MICHIGAN 49512
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code - (616) 698-0707
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
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None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Without Par Value
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(Title of Class)
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Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of voting stock of the Registrant held by
nonaffiliates was $31,486,213 as of September 4, 1998.
The number of shares outstanding of the Registrant's common stock as of
September 4, 1998 was 6,106,680 shares of common stock without par value.
DOCUMENTS INCORPORATED BY REFERENCE
Part of Form 10-K Into Which Portions of
Document Documents are Incorporated
- ---------------------------------- ------------------------------------------
Autocam Corporation 1998 Annual Report to
Shareholders. Parts I, II and IV
Definitive Proxy Statement for the 1998 Annual
Meeting of Shareholders filed with Securities and
Exchange Commission, September 1998. Part III
[Cover page 2 of 2]
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AUTOCAM CORPORATION
FORM 10-K
Year Ended June 30, 1998
TABLE OF CONTENTS
Page
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PART I.
Item 1. Business 1-5
Item 2. Properties 6
Item 3. Legal Proceedings 6
Item 4. Submission of Matters to a Vote of Security-Holders 6
PART II.
Item 5. Market for Registrant's Common Equity and Related Shareholder Matters 7
Item 6. Selected Financial Data 7
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations 7
Item 8. Financial Statements and Supplementary Data 7
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure 8
PART III.
Item 10. Directors and Executive Officers of the Registrant 8
Item 11. Executive Compensation 8
Item 12. Security Ownership of Certain Beneficial Owners and Management 8
Item 13. Certain Relationships and Related Transactions 8
PART IV.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K - Index 8-12
SIGNATURES
Principal Executive Officer, Principal Financial and Accounting Officer 13
Directors 13
EXHIBITS E-1 - E-156
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PART I
ITEM 1. BUSINESS
GENERAL
The Company designs and manufactures close-tolerance, specialty metal-alloy
components sold to the transportation, medical device and computer electronics
industries. These components are used primarily in gasoline and diesel fuel and
braking systems, devices for surgical procedures, and computer rigid disk
drives. The Company's production equipment consists of high-precision, automatic
cam-driven turning machines and computer numerically-controlled turning, milling
and grinding machines capable of high-volume production while maintaining close
tolerances.
BUSINESS STRATEGY
The Company's sales have grown from $18 million in fiscal 1990 to $90 million in
fiscal 1998. The Company's management attributes its growth to the following
factors: (i) increased sales of domestically-produced automobiles and the trend
toward more environmentally efficient port electronic fuel injectors; (ii)
increased sales of braking system components reflecting the acquisition of a
leading supplier of braking system components in fiscal 1997 and increased
demand and acceptance of anti-lock braking systems as a safety feature; (iii)
the introduction of precision-machined medical devices to its product offerings;
and, (iv) the proliferation of personal computers and their need for precise
machined components. The Company's growth and profitability reflect its business
strategy to:
- Identify Products Which are Early in Their Life Cycles - The Company
selectively pursues new sales opportunities based primarily on
identifying products early in their product life cycles that have
strong unit growth potential. The Company believes these components can
be manufactured with unit price structures and quality standards that
favor the Company in its highly competitive environment. By identifying
products early in their life cycles and building strong customer
relationships, sales growth has been enhanced through sole source,
long-term supply contracts with selected customers. In fiscal 1998, 55%
of the Company's total sales were to two customers, Delphi Automotive
Systems ("DAS"; a division of General Motors Corporation), and Robert
Bosch Corporation ("Bosch").
- Provide Technologically High Quality Products on a Timely Basis - The
Company believes that the reputation it has achieved in supplying high
quality components has been instrumental in allowing it to achieve new
business and maintain existing business. The Company's manufacturing
strategy is to produce high-volume, close-tolerance, high-precision
components that have excellent growth prospects. To this end, the
Company has identified products in the transportation industry, such as
fuel and braking systems components, the medical devices industry, such
as minimally invasive ophthalmic and cardiovascular surgery equipment
components, and the computer electronics industry, such as rigid disk
drive fasteners and motor and microprocessor heat dispersion
components. The Company's manufacturing expertise includes process
flexibility and product quality to meet customer demands. The Company
was one of 41 of General Motors' worldwide supplier base of over 30,000
companies to receive the General Motors Supplier of the Year Award in
June 1998, 1997 and 1996. In fiscal 1998, the Company also received the
1997 Partnership in Quality award from Hitachi Automotive Products, the
top quality award bestowed by Hitachi on its suppliers. The Company has
used in the past and expects to use in the future this experience and
knowledge to diversify its industry, customer and product bases.
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- Focus on Aggressively Reducing Cost - Since its inception, the Company
has emphasized a continuous improvement program involving all
employees. The Company believes that this ongoing program, in
conjunction with the capital expenditures it has made, allows it to be
the low-cost producer of the products it manufactures. The Company
believes that there are future opportunities to increase efficiency,
improve productivity and reduce costs.
The Company intends to continue focusing on manufacturing components requiring
high-volume, close-tolerance, high-precision production, which have excellent
growth prospects. The Company's strategy is to expand its base of transportation
customers as well as diversify its product mix to that market. Current and
future supplier consolidation within the industry will require the Company to
provide high-tolerance machining capability for the production of many more
products in order to maintain its position as a premier supplier to the
industry. In addition, the Company plans to increase its penetration of
non-transportation markets, such as medical devices, by identifying products
consistent with its business strategy. These expansion plans will be realized
through strategic acquisitions. The Company is continually seeking to acquire
businesses that complement and expand its product offerings. Such opportunities
should be created as original equipment manufacturers ("OEM") continue to
consolidate their supplier bases.
MARKETS
The Company currently sells its products in the transportation, medical devices
and computer electronics industries as described below.
Transportation Industry. The transportation parts industry is composed of two
major segments -- the OEM market and the transportation aftermarket. The Company
sells substantially all of its products to tier-one and tier-two suppliers to
OEMs for installation as original equipment on new cars, trucks and heavy
equipment. The market for new cars and light trucks in North America, the
largest user of Company products, is large and cyclical, with new vehicle demand
tied closely to the overall strength of the North American economy. Developments
within the industry, including consolidation among suppliers and increased
outsourcing of components by OEMs, have substantially altered the competitive
environment for transportation suppliers and have had a favorable impact on the
Company's growth.
Due to ever-increasing global competition, OEMs are continually revising their
supplier requirements. OEMs are requiring suppliers to meet increasingly strict
standards of quality, overall cost reductions and increased support for up-front
design, engineering and project management. These requirements are continually
accelerating the trend toward consolidation of the OEMs' supplier bases. For
more capable suppliers, the new environment will continue to create the
opportunity to grow rapidly by obtaining business previously provided by other
suppliers.
In addition, automotive manufacturers are producing vehicles with more features
designed for convenience, vehicle performance, and, in response to both state-
and federally-imposed standards related to safety and the environment such as
the Federal Corporate Average Fuel Economy Requirements, emission standards and
passive restraint requirements. As a result, new, more sophisticated systems
have been added to automobiles that require components of the type produced by
the Company. As the OEMs follow this trend, significant opportunities should
develop for the Company.
The Company believes it will continue to be well positioned as a supplier to
this market.
Medical Devices Industry. The health care industry continues to undergo a major
transformation affecting all segments of the industry. While the final outcome
of this transformation is unknown, certain identifiable developments have
already impacted this industry. Cost concerns are increasing the trend toward
outpatient and non-physician attended facilities. These facilities will require
more compact, mobile and user-friendly diagnostic and surgical devices. The
industry is also demanding suppliers that enhance quality while lowering costs.
The Company believes it can capitalize on its transportation manufacturing
expertise by applying these skills to similar manufacturing processes used
within the medical devices industry. The Company has already made positive
impressions on companies within this market who were skeptical about a
transportation company's ability to meet the expectations of the medical
industry.
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Computer Electronics Industry. Computer electronics is a dynamic, innovative
industry that encompasses a wide range of products. The Company has focused on
the manufacture of precision components used in suspension assemblies for rigid
disk drives, microprocessor heat dispersion units and rigid disk drive motors.
These and other personal computer subassemblies require high-precision
metal-machined components of the type manufactured by the Company. This industry
also experiences frequent product changes with short lead times from development
to market as a result of technology advances and increasing demand for a variety
of product configurations. The Company believes its ability to make rapid
product changeovers while maintaining high-volume production has, and will
continue to, enable it to take advantage of certain opportunities as they arise.
PRODUCT APPLICATIONS
A summary of the Company's sales and percentage of total sales by product
application for each of the last three fiscal years is presented on page E-3 of
the Exhibit 13 to this Form 10-K.
Fuel Systems. Sales of fuel system components represented 57%, 74% and 63%
of the Company's sales for the years ended June 30, 1998, 1997 and 1996,
respectively. Sales of such components to DAS represented 47%, 62% and 74% of
total fuel system component sales for each of the respective periods presented.
Sales of such components to Bosch represented 26%, 20% and 11% of total fuel
system component sales for each of the respective periods presented. Fuel
systems meter fuel flow more precisely than traditional carburation, and
therefore, permit engines to burn less fuel cleaner. The Company expects fuel
system components to be its primary product for the near-term. The Company has
built a strong reputation in the industry for lowest total cost, which it has
earned through continuous process improvement and equipment and labor
adaptability. The Company believes that most light vehicles manufactured in
North America are equipped with multi-port fuel injection systems, and it does
not expect meaningful growth in North American light vehicle production in the
foreseeable future. Management expects Company sales to grow in the face of
these market conditions through employing a market diversification strategy. The
Company has established relationships with several new customers in this market,
including two that manufacture diesel fuel injectors, which should provide a
majority of its fuel system sales growth in the near future. In addition,
management expects that its focus on global expansion, through acquisition, will
provide additional growth opportunities as it enters new markets.
Braking Systems. Sales of braking system components represented 20%, 11% and 22%
of the Company's sales for the years ended June 30, 1998, 1997 and 1996,
respectively. The Company manufactures several production components for
anti-lock braking systems ("ABS"), including components of pistons, sensors,
plugs, solenoids and valve bodies. It also manufactures valve rods and push rod
assemblies used in the assembly of ABS and conventional braking systems. The
Company expects to benefit from a market diversification strategy in this area
through exploiting core competencies for consistently holding to increasingly
tight machining tolerances and stringent requirements for cleanliness.
Other Automotive. Other automotive components sales represented 3%, 2% and 2% of
the Company's sales for the years ended June 30, 1998, 1997 and 1996,
respectively. The Company manufactures components used in automotive electronic
motors, which allow the remote operation power windows, door locks and seats.
The Company believes that the consumer-desired safety and convenience of these
features will lead to increased sales of these systems and corresponding
increased sales of components manufactured by the Company.
Medical Devices. Medical device components sales represented 11%, 10% and 7% of
the Company's sales for the years ended June 30, 1998, 1997 and 1996,
respectively. The Company manufactures components sold to the ophthalmic and
cardiovascular surgical device industries. It continues to benefit from
increased penetration by its largest ophthalmic surgical device customer into
foreign markets. During late fiscal 1996, the Company began manufacturing
precision-machined metal components for innovative cardiovascular surgical
device manufacturers, including those that sell stents.
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Computer Electronics. Sales of computer electronics components represented 7%,
3% and 7% of the Company's sales for the years ended June 30, 1998, 1997 and
1996, respectively. During fiscal 1996 and 1997, these components were primarily
machined, precision fastening devices, known as baseplates, used to join certain
components of rigid disk drives used on personal computers. Baseplate sales
dropped during fiscal 1997 as the Company fell victim to characteristic life
cycle shifts; specifically, demand for suspension assemblies that featured
machined baseplates produced by the Company were replaced by those featuring
stamped baseplates. The Company reversed this decline in sales in fiscal 1998
through the sale of high-volume, high-precision metal components used in the
production of thermoplates for computer microprocessors.
MANUFACTURING
The Company manufactures its products using turning, grinding and milling
processes. Substantially all of the Company's production machinery has been
acquired new since 1985 and consists of high-precision, automatic cam-driven
turning machines and computer numerically-controlled turning, milling and
grinding machines. These machines are capable of high-volume production while
maintaining close tolerances. Products are typically produced from bar stock
using multi-spindle cam automatic bar machines or centerless grinders. Secondary
machining in some cases is necessary. Parts are then deburred, cleaned, in some
cases, plated or heat treated at outsource locations, packaged and shipped
directly to the customer.
On a new job, the first parts produced are used to establish process capability
and sent to the customer for approval. After approval, the part is placed in the
Company's production planning systems and, as production begins, statistical
process control techniques are employed to maintain quality and gather data for
the Company's continuous improvement efforts. The continuous improvement process
focuses the attention of all employees on improving each step of the process in
order to increase quality, lower cost and improve customer service. In the
manufacturing area, this focus emphasizes reducing dimensional variation to
narrow the tolerance range for a given process, increasing perishable tool life,
reducing scrap, and increasing both human and equipment productivity.
The Company anticipates that additional manufacturing equipment will be
necessary if firm orders are received during fiscal 1999 and 2000 in quantities
currently contemplated under its existing contracts and purchase orders. The
Company has entered into commitments to purchase certain of such equipment (See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources" and "Business - Contracts and
Purchase Orders").
Raw materials and other resources used by the Company are generally not
restricted in availability; however, the Company obtains 70% of its supply of
metal alloys from one supplier. While these materials are available from several
other sources, the Company could experience production delays and lost sales
while qualifying a new supplier.
MARKETING AND SALES
The Company markets its products primarily by bidding upon component
specifications submitted by the customer. In addition, the Company makes direct
calls on potential customers, domestically by its internal sales department and
internationally through independent sales representatives. It is the Company's
objective to establish long-term sole source contracts in order to strengthen
its position in the marketplace. In addition, the Company continues to expand
its base of customers in order to reduce its dependence on any particular
customer or industry.
CONTRACTS AND PURCHASE ORDERS
The Company's transportation customers typically award blanket purchase orders
for each calendar year, and is occasionally successful in receiving
life-of-the-product supplier agreements, as is the case with most of its current
business with DAS. The remainder of its components may be subject to an annual
rebidding process.
Additionally, the Company is currently operating with open and blanket purchase
orders from approximately 40 customers primarily covering transportation fuel
and braking systems, medical devices, and computer electronics components.
Orders are not firm under blanket purchase orders until specific releases are
granted.
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BACKLOG AND SEASONALITY
The Company's business is relatively consistent throughout the year, except for
slowness traditionally experienced in July and August due to automotive model
changeovers and during late December as its customers in the transportation
industry typically shut down around the Christmas and New Year holidays.
The Company does not reflect an order in backlog until it has received a
purchase order and release committing to a quantity and delivery date.
Generally, orders are shipped within three months of a release and as a result,
the Company does not believe backlog is a material concept to its business.
COMPETITION
The markets in which the Company competes are highly competitive, and the
Company believes that it competes within the above industries on the basis of
price, quality and technology. The Company believes that there are approximately
40 companies in the United States that have the equipment to be manufacturers of
precision metal parts in competition with the Company. Certain of the Company's
competitors have greater resources than the Company and could move components
currently manufactured by the Company in-house. The Company also competes with
approximately 10 companies in Europe and Asia. Some of the components currently
manufactured by the Company can also be manufactured using alternative
technologies including stamping and coldheading processes which, in some cases,
can process high-precision parts as efficiently as those technologies utilized
by the Company.
EMPLOYEES
The Company had 953 full-time employees as of June 30, 1998. Those
employees can be segregated into the following disciplines:
Salaried Managerial Workers Engaged in
and Administrative Salaried Engineers Manufacturing Total
Kentwood, Michigan 56 17 236 309
Campinas, Brazil 22 4 211 237
Pinhal, Brazil 7 2 200 209
Dowagiac, Michigan 15 2 85 102
Hayward, California 4 4 39 47
Gaffney, South Carolina 4 1 28 33
Boituva, Brazil 2 14 16
--- -- --- ---
Totals 108 32 813 953
=== == === ===
None of the Company's U.S. employees are part of a collective bargaining unit,
except for 85 employees of the Company's Dowagiac, Michigan facility who are
represented by the two local units of The United Steelworkers of America. A
governmental union represents all Brazilian employees. The Company has never
experienced a work stoppage and considers relations with its employees to be
excellent.
EXPORT SALES
During the fiscal years ended June 30, 1998, 1997 and 1996, the Company's export
sales of fuel and braking system, computer electronic, and refrigeration and
air-conditioning system components to thirteen customers in Europe, Mexico,
Canada, Brazil, and Asia were $9,032,600, $8,485,000 and $7,961,500,
respectively.
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ITEM 2. PROPERTIES
The Company owns or leases manufacturing facilities suitable and adequate for
the production and marketing of its products. The Company's executive and
administrative offices occupy 12,000 square feet of its Kentwood, Michigan
facility. The following is a list of the Company's locations and approximate
square footages:
Approximate Square
Feet
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Owned:
Kentwood, Michigan 88,000
Marshall, Michigan (opened July 1998) 56,000
Dowagiac, Michigan 67,000
Gaffney, South Carolina 25,000
Leased:
Kentwood, Michigan 100,000
Hayward, California 27,000
Campinas, Brazil 22,000
Pinhal, Brazil 24,000
Boituva, Brazil (opened August 1998) 32,000
The Company subleases 67,000 square feet of its leased Kentwood, Michigan
facility to a company related by virtue of its 100%-ownership by the Company's
president.
The Company has machinery and equipment with an aggregate cost of $108,445,000.
The Company owns $88,606,000 of this equipment and $19,839,000 is leased under
operating leases. For information concerning minimum future lease payments under
non-cancelable leases, see Note 6 of Notes to Consolidated Financial Statements
filed as Exhibit 13 hereto.
The Company believes its facilities are modern, well maintained, adequately
insured and suitable for their present and intended uses. In order to meet
demand primarily from transportation customers, management will purchase $20.1
million of equipment and invest $2.1 million in facilities over the next year
(on which deposits of $3.7 million and $1.5 million, respectively, had been
placed as of June 30, 1998). See Item 1 under "Business - Manufacturing" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources".
ITEM 3. LEGAL PROCEEDINGS
The Company is not presently involved in any legal proceedings other than
ordinary or routine proceedings incidental to its operations, which in the
opinion of management, would not have a material adverse effect on the Company
if determined against the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
None.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
MATTERS
The Company's common stock trades on the Nasdaq National Market tier of The
Nasdaq Stock Market under the symbol ACAM. The following table sets forth the
range of high and low sales prices of the Company's common stock as reported by
the Nasdaq Stock Market, adjusted for the effects of share dividends issued
during the periods presented.
- --------------------------------------------------------------------------------------------------------------------
High Low
- --------------------------------------------------------------------------------------------------------------------
Fiscal 1998:
Fourth quarter 21 1/8 16 3/8
Third quarter 16 3/4 13 1/8
Second quarter 15 1/2 12 1/8
First quarter 13 1/8 10 1/4
Fiscal 1997:
Fourth quarter 11 11/16 7 7/8
Third quarter 11 11/16 10 1/4
Second quarter 11 7/16 7 15/16
First quarter 10 7 15/16
As of September 4, 1998, 186 holders of record, and approximately 2,000
beneficial shareholders held the Company's common stock.
DIVIDENDS
The Company began paying quarterly cash dividends of two cents per common share
in the second quarter of fiscal 1997. The Company expects this practice of
paying quarterly dividends on its common shares will continue, although future
dividends will continue to depend upon the Company's earnings, capital
requirements, financial condition and other factors.
ITEM 6. SELECTED FINANCIAL DATA
Information required by this Item 6 is incorporated by reference to page E-1 of
the Company's 1998 Annual Report to Shareholders filed as Exhibit 13 hereto.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Information required by this Item 7 is incorporated by reference to pages E-2 -
E-7 of the Company's 1998 Annual Report to Shareholders filed as Exhibit 13
hereto.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Registrant hereby incorporates the financial statements required by this Item 8
by reference to Item 14(a)(1) hereof, and the supplementary financial
information required by this Item 8 by reference to page E-1 of the Company's
1998 Annual Report to Shareholders filed as Exhibit 13 hereto.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
The Registrant hereby incorporates the information required by Form 10-K, Items
10-13 by reference to the Registrant's definitive proxy statement for its 1998
annual meeting of shareholders which will be filed with the Commission prior to
September 30, 1998.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K - INDEX
(a) The following documents are filed as a part of this report:
1. Financial Statements - The following consolidated financial statements
and the report of independent auditors set forth on pages E-8 - E-23 of
the Company's 1998 Annual Report to Shareholders filed as Exhibit 13
hereto are incorporated by reference in this Annual Report on Form
10-K:
Consolidated Balance Sheets as of June 30, 1998 and 1997
For each of the three years in the period ended June 30, 1998:
Consolidated Statements of Operations
Consolidated Statements of Shareholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Report of Independent Auditors
2. Financial Statement Schedules - No such schedules are included because
of the absence of the conditions under which they are required, or
because the information called for is included in the consolidated
financial statements or notes thereto.
3. Exhibits
3(a) Amended and Restated Articles of Incorporation of the
Registrant (incorporated by reference to Exhibit 3(a) of the
Registrant's Form S-1, Registration No. 33-42670, filed
September 17, 1991).
3(b) Bylaws of the Registrant (incorporated by reference to Exhibit
3(b) of the Registrant's Form S-1, Registration No. 33-42670,
filed September 17, 1991).
4(a) Specimen Common Stock Certificate of Registrant (incorporated
by reference to Exhibit 4(a) of the Registrant's Form S-1,
Registration No. 33-42670, filed September 17, 1991).
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10(a) Revolving Credit Loan Agreement, dated June 27, 1997, between
Comerica Bank and the Registrant (incorporated by reference to
Exhibit 10(a) of the Registrant's Form 10-K, filed September
23, 1997).
First Amendment to Revolving Credit Agreement, dated December
22, 1997, between Comerica Bank and the Registrant (filed
herewith, E-24 - E-33).
10(b) Stock Redemption Agreements, dated November 6, 1992 and
September 20, 1993, between John C. Kennedy and Nancy G.
Kennedy in their individual capacities and as co-trustees of
the John C. Kennedy Living Trust u/a, dated February 14, 1986,
as amended, and the Registrant (incorporated by reference to
Exhibit 10(b) of the Registrant's Form 10-K, filed September
27, 1993).
Stock Redemption Agreement, dated August 1, 1996, between John
C. Kennedy and Nancy G. Kennedy in their individual capacities
and as co-trustees of the John C. Kennedy Living Trust u/a,
dated February 14, 1986, as amended, and the Registrant
(incorporated by reference to Exhibit 10(b) of the
Registrant's Form 10-K, filed September 19, 1996).
Stock Redemption Agreement, dated September 1, 1998, between
John C. Kennedy and Nancy G. Kennedy in their individual
capacities and as co-trustees of the John C. Kennedy Living
Trust u/a, dated February 14, 1986, as amended, and the
Registrant (filed herewith, E-34 - E-36).
10(c) Autocam Corporation 1991 Incentive Stock Option Plan
(incorporated by reference to Exhibit 10(c) of the
Registrant's Form 10-K, filed September 23, 1994).
10(d) Employment Agreement dated September 1, 1991, between
Registrant and Edward W. Hekman (incorporated by reference to
Exhibit 10(e) of the Registrant's Form S-1, Registration No.
33-42670, filed September 17, 1991).
10(e) Northwestern Mutual Life Insurance Company Joint Comp Life
insurance policies covering John C. Kennedy and Nancy G.
Kennedy, Policy Nos. 12 443 196 and 12 200 147 (incorporated
by reference to Exhibit 10(e) of the Registrant's Form 10-K,
filed September 27, 1993).
10(f) Northwestern Mutual Life Insurance Company Adjustable Whole
Life Insurance Policies covering John C. Kennedy, Policy Nos.
9 718 337, 10 755 204 and 10 755 185 (incorporated by
reference to Exhibit 10(f) of the Registrant's Form S-1,
Registration No. 33-42670, filed September 17, 1991).
10(g) Northwestern Mutual Life Insurance Company Extraordinary Life
Insurance Policies covering John C. Kennedy, Policy Nos. 9 053
592, 9 112 232 and 10 369 805 (incorporated by reference to
Exhibit 10(g) of the Registrant's Form S-1, Registration No.
33-42670, filed September 17, 1991).
10(h) Northwestern Mutual Life Insurance Company Disability Income
Policies covering John C. Kennedy, Policy Nos. D316131,
D316137, D374518, D532736 (incorporated by reference to
Exhibit 10(h) of the Registrant's Form S-1, Registration No.
33-42670, filed September 17, 1991).
10(i) Northwestern Mutual Life Insurance Company Joint Comp Life
Insurance Policy covering John C. Kennedy and Nancy G.
Kennedy, Policy No. 11 199 261 (incorporated by reference to
Exhibit 10(i) of the Registrant's Form S-1, Registration No.
33-42670, filed September 17, 1991).
10(j) Northwestern Mutual Life Insurance Company Whole Life
Insurance Policies covering John C. Kennedy, Policy Nos. 11
466 899 and 11 467 109 (incorporated by reference to Exhibit
10(j) of the Registrant's Form S-1, Registration No. 33-42670,
filed September 17, 1991).
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10(k) Connecticut Mutual Life Insurance Company Whole Life Insurance
Policy covering John C. Kennedy, Policy No. 4 400 303
(incorporated by reference to Exhibit 10(k) of the
Registrant's Form S-1, Registration No. 33-42670, filed
September 17, 1991).
10(l) Northwestern Mutual Life Insurance Company Disability Income
Policy covering Edward W. Hekman, Policy No. D597564
(incorporated by reference to Exhibit 10(l) of the
Registrant's Form S-1, Registration No.
33-42670, filed September 17, 1991).
10(m) Northwestern Mutual Life Insurance Company Joint CompLife
Policy covering John C. Kennedy and Nancy G. Kennedy, Policy
No. 13 542 762 (incorporated by reference to Exhibit 10(m) of
the Registrant's Form 10-K, filed September 19, 1996).
10(n) Northwestern Mutual Life Insurance Company Joint CompLife
Policy covering John C. Kennedy and Nancy G. Kennedy, Policy
No. 14 538 421 (filed herewith, E-37 - E-59).
10(o) Lease Agreement, dated March 1, 1995, between Registrant as
lessee, and Rieth Partners and Marys' Share, both Michigan
partnerships, as lessors, regarding industrial facilities
located at 4060 East Paris Avenue, Kentwood, Michigan
(incorporated by reference to Exhibit 10(n) of the
Registrant's Form 10-K, filed September 25, 1995).
10(p) Equipment Leases:
1. Master Lease Agreement, dated August 21, 1989,
between Registrant and General Electric Capital
Corporation, with Schedule Nos. 4 & 5, dated May 11,
1992 and June 30, 1992, respectively, covering three
Tornos Bechler MS-7 Automatic Lathes, one Mikron
PAS-16 Multi-spindle Horizontal Machining Center, and
one Tornos Bechler SAS-16DC Multi-spindle Automatic
Bar Machine (incorporated by reference to Exhibit
10(o)(1) of the Registrant's Form S-1, Registration
No. 33-42670, filed September 17, 1991 (master lease)
and the Registrant's Form 10-K, filed September 25,
1992 (schedules)).
Equipment Lease Schedule Nos. 6, 7, 8 & 9, dated
December 11, 1992, March 31, 1993, April 30, 1993,
and June 1, 1993, respectively, covering five Tornos
Bechler SAS-16DC Multi-spindle Automatic Bar Machines
and one Mikron PAS-16 Multi-spindle Horizontal
Machining Center (incorporated by reference to
Exhibit 10(o)(1) of the Registrant's Form 10-K, filed
September 27, 1993).
Equipment Lease Schedule Nos. 10 and 11, dated
September 10, 1993 and October 22, 1993,
respectively, covering five Tornos Bechler SAS-16DC
Multi-spindle Automatic Bar Machines (incorporated by
reference to Exhibit 10(o)(1) of the Registrant's
Form 10-K, filed September 23, 1994).
Equipment Lease Schedule Nos. 12 and 13, both dated
November 22, 1994, covering four Tornos Bechler
SAS-16DCH Multi-spindle Automatic Screw Machines and
two Mikron PAS-16 rotary transfer machines
(incorporated by reference to Exhibit 10(o)(1) of the
Registrant's Form 10-K, filed September 25, 1995).
Equipment Lease Schedule No. 14, dated September 1,
1995, covering two Tornos Bechler SAS-16DCH
Multi-spindle Automatic Screw Machines (incorporated
by reference to Exhibit 10(o)(1) of the Registrant's
Form 10-K, filed September 25, 1995).
10
14
Equipment Lease Schedule Nos. 15 & 16, dated January
1, 1996, covering one Index G200 Horizontal Turning
Center and one Index MS-25E Multi-spindle Automatic
Screw Machine (incorporated by reference to Exhibit
10(o)(1) of the Registrant's Form 10-K, filed
September 19, 1996).
Equipment Lease Schedule No. 17, dated June 1, 1997,
covering four Mikron CX-24 Rotary Transfer Machines
(incorporated by reference to Exhibit 10(o)(1) of the
Registrant's Form 10-K, filed September 23, 1997).
Equipment Lease Schedule No. 18, dated November 1,
1997, covering one Tornos Bechler BS20B Multi-spindle
Automotive Screw Machine (filed herewith, E-60 -
E-65).
2. Equipment Lease Agreement, dated May 1, 1994, between
Registrant and John C. Kennedy, covering one Index
MS-25 Multi-spindle Automatic Bar Machine, eight
Tornos Bechler SAS-16 Multi-spindle Automatic Bar
Machines, and one Cincinnati Milacron 220-8
Centerless Grinder (incorporated by reference to
Exhibit 10(o)(7) of the Registrant's Form 10-K, filed
September 23, 1994).
3. Aircraft Lease Agreement, dated November 21, 1991,
between Registrant and General Electric Capital
Corporation covering a Cessna Citation II aircraft
(incorporated by reference to Exhibit 10(o)(13) of
the Registrant's Form 10-K, filed September 25,
1992).
Aircraft Lease Agreement Amendment, dated July 23,
1996, between Registrant and General Electric Capital
Corporation covering a Cessna Citation II aircraft
(incorporated by reference to Exhibit 10(o)(8) of the
Registrant's Form 10-K, filed September 19, 1996).
4. Master Equipment Lease Agreement, dated July 10,
1995, between Registrant and KeyCorp Leasing, Ltd.,
with Schedule No. 1 covering four Tornos Bechler
SAS-16DCH Multi-spindle Automatic Screw Machines
(incorporated by reference to Exhibit 10(o)(12) of
the Registrant's Form 10-K, filed September 25,
1995).
Equipment Lease Schedule No. 2, dated September 18,
1997, covering one Hydromat Rotary Transfer Machine
(filed herewith, E-66 - E-74).
Equipment Lease Schedule No. 3 & 4, both dated
December 16, 1997, covering one Tornos Bechler BS20.8
and six Tornos Bechler SAS-16DCH Multi-spindle
Automatic Screw Machines (filed herewith, E-75 -
E-87).
10(q) Lifetime contract, dated April 26, 1993, between Registrant
and General Motors Corporation (incorporated by reference to
Exhibit 10(p) of the Registrant's Form 10-K, filed September
27, 1993, as amended by the Registrant's Form 10-K/A,
Amendment No. 1, filed November 29, 1993).
10(r) Lifetime contract, dated May 1, 1994, between Registrant and
General Motors Corporation. (incorporated by reference to
Exhibit 10(p) of the Registrant's Form S-3, filed September
23, 1994).
10(s) Promissory Note, dated May 12, 1995, between Old Kent Bank and
the Registrant (incorporated by reference to Exhibit 10(r) of
the Registrant's Form 10-K, filed September 25, 1995).
10(t) Documents pertaining to the issuance of Industrial Revenue
Bonds by the Registrant:
Loan Agreement, dated December 1, 1997, between Michigan
Strategic Fund and the Registrant (filed herewith, E-88 -
E-118).
11
15
Reimbursement Agreement, dated December 1, 1997, between
Comerica Bank and the Registrant (filed herewith, E-119 -
E-142).
Pledge and Security Agreement, dated December 1, 1997, among
Norwest Bank Wisconsin N.A., Comerica Bank and the Registrant
(filed herewith, E-143 - E-147).
Remarketing Agreement, dated December 1, 1997, between Robert
W. Baird & Co., Inc., and the Registrant (filed herewith,
E-148 - E-153).
13 1998 Annual Report to Shareholders (filed herewith, pages E-1
- E-23).
21 Subsidiaries of Registrant (filed herewith, page E-154).
23 Consent of Deloitte & Touche LLP (filed herewith, page E-155).
27 Financial Data Schedule (filed herewith, page E-156).
(b) Reports on Form 8-K during quarter ended June 30, 1998 - None.
12
16
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.
AUTOCAM CORPORATION
By: /s/ John C. Kennedy
----------------------------------------
John C. Kennedy,
Principal Executive Officer
By: /s/ Warren A. Veltman
----------------------------------------
Warren A. Veltman,
Principal Financial and
Accounting Officer
Dated: September 23, 1998
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 and Title Date Date
------------------------ ----
By: /s/ John C. Kennedy September 23, 1998
- -------------------------------------------------------
John C. Kennedy, Director
By: /s/ Mark J. Bissell September 23, 1998
- -------------------------------------------------------
Mark J. Bissell, Director
By: /s/ Robert L. Hooker September 23, 1998
- -------------------------------------------------------
Robert L. Hooker, Director
By: /s/ Kim Korth September 23, 1998
- -------------------------------------------------------
Kim Korth, Director
By: /s/ Kenneth K. Rieth September 23, 1998
- -------------------------------------------------------
Kenneth K. Rieth, Director
By: /s/ Warren A. Veltman September 23, 1998
- -------------------------------------------------------
Warren A. Veltman, Director
By: /s/ David J. Wagner September 23, 1998
- -------------------------------------------------------
David J. Wagner, Director
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.
Not Applicable.
13
17
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
3(a) Amended and Restated Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit 3(a) of the Registrant's Form
S-1, Registration No. 33-42670, filed September 17, 1991).
3(b) Bylaws of the Registrant (incorporated by reference to Exhibit 3(b)
of the Registrant's Form S-1, Registration No. 33-42670, filed
September 17, 1991).
4(a) Specimen Common Stock Certificate of Registrant (incorporated by
reference to Exhibit 4(a) of the Registrant's Form S-1, Registration
No. 33-42670, filed September 17, 1991).
10(a) Revolving Credit Loan Agreement, dated June 27, 1997, between
Comerica Bank and the Registrant (incorporated by reference to
Exhibit 10(a) of the Registrant's Form 10-K, filed September 23,
1997).
First Amendment to Revolving Credit Agreement, dated December 22,
1997, between Comerica Bank and the Registrant (filed herewith, E-24 -
E-33).
10(b) Stock Redemption Agreements, dated November 6, 1992 and September 20,
1993, between John C. Kennedy and Nancy G. Kennedy in their
individual capacities and as co-trustees of the John C. Kennedy
Living Trust u/a, dated February 14, 1986, as amended, and the
Registrant (incorporated by reference to Exhibit 10(b) of the
Registrant's Form 10-K, filed September 27, 1993).
Stock Redemption Agreement, dated August 1, 1996, between John C.
Kennedy and Nancy G. Kennedy in their individual capacities and as
co-trustees of the John C. Kennedy Living Trust u/a, dated February
14, 1986, as amended, and the Registrant (incorporated by reference
to Exhibit 10(b) of the Registrant's Form 10-K, filed September 19,
1996).
Stock Redemption Agreement, dated September 1, 1998, between John C.
Kennedy and Nancy G. Kennedy in their individual capacities and as
co-trustees of the John C. Kennedy Living Trust u/a, dated February
14, 1986, as amended, and the Registrant (filed herewith, E-34 -
E-36).
10(c) Autocam Corporation 1991 Incentive Stock Option Plan (incorporated by
reference to Exhibit 10(c) of the Registrant's Form 10-K, filed
September 23, 1994).
10(d) Employment Agreement dated September 1, 1991, between Registrant and
Edward W. Hekman (incorporated by reference to Exhibit 10(e) of the
Registrant's Form S-1, Registration No. 33-42670, filed September 17,
1991).
10(e) Northwestern Mutual Life Insurance Company Joint Comp Life insurance
policies covering John C. Kennedy and Nancy G. Kennedy, Policy Nos.
12 443 196 and 12 200 147 (incorporated by reference to Exhibit 10(e)
of the Registrant's Form 10-K, filed September 27, 1993).
10(f) Northwestern Mutual Life Insurance Company Adjustable Whole Life
Insurance Policies covering John C. Kennedy, Policy Nos. 9 718 337,
10 755 204 and 10 755 185 (incoporated by reference to Exhibit 10(f)
of the Registrant's Form S-1, Registration No. 33-42670, filed
September 17, 1991).
18
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
10(g) Northwestern Mutual Life Insurance Company Extraordinary Life
Insurance Policies covering John C. Kennedy, Policy Nos. 9 053 592, 9
112 232 and 10 369 805 (incorporated by reference to Exhibit 10(g) of
the Registrant's Form S-1, Registration No. 33-42670, filed September
17, 1991).
10(h) Northwestern Mutual Life Insurance Company Disability Income Policies
covering John C. Kennedy, Policy Nos. D316131, D316137, D374518,
D532736 (incorporated by reference to Exhibit 10(h) of the
Registrant's Form S-1, Registration No. 33-42670, filed September 17,
1991).
10(i) Northwestern Mutual Life Insurance Company Joint Comp Life Insurance
Policy covering John C. Kennedy and Nancy G. Kennedy, Policy No. 11
199 261 (incorporated by reference to Exhibit 10(i) of the
Registrant's Form S-1, Registration No. 33-42670, filed September 17,
1991).
10(j) Northwestern Mutual Life Insurance Company Whole Life Insurance
Policies covering John C. Kennedy, Policy Nos. 11 466 899 and 11 467
109 (incorporated by reference to Exhibit 10(j) of the Registrant's
Form S-1, Registration No. 33-42670, filed September 17, 1991).
10(k) Connecticut Mutual Life Insurance Company Whole Life Insurance Policy
covering John C. Kennedy, Policy No. 4 400 303 (incorporated by
reference to Exhibit 10(k) of the Registrant's Form S-1, Registration
No. 33-42670, filed September 17, 1991).
10(l) Northwestern Mutual Life Insurance Company Disability Income Policy
covering Edward W. Hekman, Policy No. D597564 (incorporated by
reference to Exhibit 10(l) of the Registrant's Form S-1, Registration
No. 33-42670, filed September 17, 1991).
10(m) Northwestern Mutual Life Insurance Company Joint CompLife Policy
covering John C. Kennedy and Nancy G. Kennedy, Policy No. 13 542 762
(incorporated by reference to Exhibit 10(m) of the Registrant's Form
10-K, filed September 19, 1996).
10(n) Northwestern Mutual Life Insurance Company Joint CompLife Policy
covering John C. Kennedy and Nancy G. Kennedy, Policy No. 14 538 421
(filed herewith, E-37 - E-59).
10(o) Lease Agreement, dated March 1, 1995, between Registrant as lessee,
and Rieth Partners and Marys' Share, both Michigan partnerships, as
lessors, regarding industrial facilities located at 4060 East Paris
Avenue, Kentwood, Michigan (incorporated by reference to Exhibit 10(n)
of the Registrant's Form 10-K, filed September 25, 1995).
19
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
10(p) Equipment Leases:
1. Master Lease Agreement, dated August 21, 1989, between
Registrant and General Electric Capital Corporation, with
Schedule Nos. 4 & 5, dated May 11, 1992 and June 30, 1992,
respectively, covering three Tornos Bechler MS-7 Automatic
Lathes, one Mikron PAS-16 Multi-spindle Horizontal Machining
Center, and one Tornos Bechler SAS-16DC Multi-spindle Automatic
Bar Machine (incorporated by reference to Exhibit 10(o)(1) of the
Registrant's Form S-1, Registration No. 33-42670, filed September
17, 1991 (master lease) and the Registrant's Form 10-K, filed
September 25, 1992 (schedules)).
Equipment Lease Schedule Nos. 6, 7, 8 & 9, dated December 11,
1992, March 31, 1993, April 30, 1993, and June 1, 1993,
respectively, covering five Tornos Bechler SAS-16DC Multi-spindle
Automatic Bar Machines and one Mikron PAS-16 Multi-spindle
Horizontal Machining Center (incorporated by reference to Exhibit
10(o)(1) of the Registrant's Form 10-K, filed September 27,
1993).
Equipment Lease Schedule Nos. 10 and 11, dated September 10,
1993 and October 22, 1993, respectively, covering five Tornos
Bechler SAS-16DC Multi-spindle Automatic Bar Machines
(incorporated by reference to Exhibit 10(o)(1) of the
Registrant's Form 10-K, filed September 23, 1994).
Equipment Lease Schedule Nos. 12 and 13, both dated November 22,
1994, covering four Tornos Bechler SAS-16DCH Multi-spindle
Automatic Screw Machines and two Mikron PAS-16 rotary transfer
machines (incorporated by reference to Exhibit 10(o)(1) of the
Registrant's Form 10-K, filed September 25, 1995).
Equipment Lease Schedule No. 14, dated September 1, 1995,
covering two Tornos Bechler SAS-16DCH Multi-spindle Automatic
Screw Machines (incorporated by reference to Exhibit 10(o)(1) of
the Registrant's Form 10-K, filed September 25, 1995).
Equipment Lease Schedule Nos. 15 & 16, dated January 1, 1996,
covering one Index G200 Horizontal Turning Center and one Index
MS-25E Multi-spindle Automatic Screw Machine (incorporated by
reference to Exhibit 10(o)(1) of the Registrant's Form 10-K,
filed September 19, 1996).
Equipment Lease Schedule No. 17, dated June 1, 1997, covering
four Mikron CX-24 Rotary Transfer Machines (incorporated by
reference to Exhibit 10(o)(1) of the Registrant's Form 10-K,
filed September 23, 1997).
Equipment Lease Schedule No. 18, dated November 1, 1997, covering
one Tornos Bechler BS20B Multi-spindle Automotive Screw Machine
(filed herewith, E-60 - E-65).
20
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2. Equipment Lease Agreement, dated May 1, 1994, between Registrant
and John C. Kennedy, covering one Index MS-25 Multi-spindle
Automatic Bar Machine, eight Tornos Bechler SAS-16 Multi-spindle
Automatic Bar Machines, and one Cincinnati Milacron 220-8
Centerless Grinder (incorporated by reference to Exhibit 10(o)(7)
of the Registrant's Form 10-K, filed September 23, 1994).
3. Aircraft Lease Agreement, dated November 21, 1991, between
Registrant and General Electric Capital Corporation covering a
Cessna Citation II aircraft (incorporated by reference to Exhibit
10(o)(13) of the Registrant's Form 10-K, filed September 25,
1992).
Aircraft Lease Agreement Amendment, dated July 23, 1996, between
Registrant and General Electric Capital Corporation covering a
Cessna Citation II aircraft (incorporated by reference to Exhibit
10(o)(8) of the Registrant's Form 10-K, filed September 19,
1996).
4. Master Equipment Lease Agreement, dated July 10, 1995, between
Registrant and KeyCorp Leasing, Ltd., with Schedule No. 1
covering four Tornos Bechler SAS-16DCH Multi-spindle Automatic
Screw Machines (incorporated by reference to Exhibit 10(o)(12) of
the Registrant's Form 10-K, filed September 25, 1995).
Equipment Lease Schedule No. 2, dated September 18, 1997,
covering one Hydromat Rotary Transfer Machine (filed herewith,
E-66 - E-74).
Equipment Lease Schedule No. 3 & 4, both dated December 16,
1997, covering one Tornos Bechler BS20.8 and six Tornos Bechler
SAS-16DCH Multi-spindle Automatic Screw Machines (filed herewith,
E-75 - E-87).
10(q) Lifetime contract, dated April 26, 1993, between Registrant and
General Motors Corporation (incorporated by reference to Exhibit 10(p)
of the Registrant's Form 10-K, filed September 27, 1993, as amended by
the Registrant's Form 10-K/A, Amendment No. 1, filed November 29,
1993).
10(r) Lifetime contract, dated May 1, 1994, between Registrant and General
Motors Corporation (incorporated by reference to Exhibit 10(p) of the
Registrant's Form S-3, filed September 23, 1994).
10(s) Promissory Note, dated May 12, 1995, between Old Kent Bank and the
Registrant (incorporated by reference to Exhibit 10(r) of the
Registrant's Form 10-K, filed September 25, 1995).
10(t) Documents pertaining to the issuance of Industrial Revenue Bonds by
the Registrant:
Loan Agreement, dated December 1, 1997, between Michigan Strategic
Fund and the Registrant (filed herewith, E-88 - E-118).
21
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
Reimbursement Agreement, dated December 1, 1997, between Comerica
Bank and the Registrant (filed herewith, E-119 - E-142).
Pledge and Security Agreement, dated December 1, 1997, among Norwest
Bank Wisconsin N.A., Comerica Bank and Registrant (filed herewith,
E-143 - E-147).
Remarketing Agreement, dated December 1, 1997, between Robert W.
Baird & Co., Inc., and the Registrant (filed herewith, E-148 - E-153).
13 1998 Annual Report to Shareholders (filed herewith, pages E-1 - E-23).
21 Subsidiaries of Registrant (filed herewith, page E-154).
23 Consent of Deloitte & Touche LLP (filed herewith, page E-155).
27 Financial Data Schedule (filed herewith, page E-156).
(b) Reports on Form 8-K during quarter ended June 30, 1998 - None.