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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED NOVEMBER 30, 1993 COMMISSION FILE NUMBER 1-1499
EAGLE-PICHER INDUSTRIES, INC.
AN OHIO CORPORATION I.R.S. EMPLOYER IDENTIFICATION
NO. 31-0268670
580 BUILDING, 580 WALNUT STREET, P. O. BOX 779, CINCINNATI, OHIO 45201
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 513-721-7010
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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Common Capital Stock, New York Stock Exchange
Par Value $1.25 per Share Cincinnati 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 Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
The aggregate market value of the voting stock held by non-affiliates of the
registrant on
February 18, 1994 was $9,579,457 at the bid price and $13,000,691 at the asking
price. See footnote 3 at page 13 of the Registrant's Annual Report to
Shareholders for fiscal 1993, Exhibit 13 herein. On February 18, 1994,
11,040,932 shares of the registrant's Common Stock were outstanding. The
Registrant had and has no other classes of stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Registrant's Annual Report to Shareholders for the fiscal year ended
November 30, 1993 -- Part I and Part II.
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NOTE
This copy of Eagle-Picher's Form 10-K for 1993 includes only Exhibits 11,
13, 22, 23, 24(a), 24(b), and 99.
In accordance with SEC requirements, copies of the following exhibits will
be furnished upon payment of a fee of ten cents per page. Please remit the
proper amount with your request to:
David W. Matthews, Assistant Secretary
Eagle-Picher Industries, Inc.
P. O. Box 779
Cincinnati, Ohio 45201.
Exhibits not included in this Form 10-K for 1993 have the following number
of pages (see list of Exhibits in Part IV, Item 14(a)(3)):
3. (i) - 10 4. (a) - 99 10. (a) - 9
(ii) - 12 (b) - 120 (b) - 6
(c) - 14.
TABLE OF CONTENTS
ITEM PAGE
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Part I
1. Business......................................................................
2. Properties....................................................................
3. Legal Proceedings.............................................................
4. Submission of Matters to a Vote of Security Holders...........................
Part II
5. Market for the Registrant's Common Equity and Related Stockholder Matters.....
6. Selected Financial Data.......................................................
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations..................................................................
8. Financial Statements and Supplementary Data...................................
9. Changes In and Disagreements with Accountants on Accounting and Financial
Disclosure..................................................................
Part III
10. Directors and Executive Officers of the Registrant............................
11. Executive Compensation........................................................
12. Security Ownership of Certain Beneficial Owners and Management................
13. Certain Relationships and Related Transactions................................
Part IV
14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K..............
Signatures............................................................................
Independent Auditor's Report..........................................................
Schedules.............................................................................
Exhibit Index.........................................................................
Exhibits..............................................................................
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PART I
ITEM 1. BUSINESS.
General Development of Business.
Eagle-Picher Industries, Inc. (the "Company") was incorporated in 1867
under the laws of the State of Ohio as an outgrowth of a business enterprise
founded in Cincinnati in 1843.
On January 7, 1991 the Company and seven of its domestic subsidiaries each
filed a voluntary petition for relief under chapter 11 of the United States
Bankruptcy Code (chapter 11). The chapter 11 filings were the consequence of a
cash shortfall resulting from the Company's inability to satisfy certain
immediate asbestos litigation liabilities. See Item 3.(a) below.
Financial Information About Industry Segments.
The Company's major industry segments are:
1. Industrial;
2. Machinery; and
3. Automotive.
Industry Segment Data is incorporated herein by reference to Exhibit 13, the
Eagle-Picher Industries, Inc. 1993 Annual Report to Shareholders, pages 25-26.
Narrative Description of Business.
The Industrial Group, which is composed of three divisions, produces a
variety of products for industrial markets, principally manufacturers of
consumer products. The Minerals Division mines and refines diatomaceous earth
products used for high purity filtration primarily by the food and beverage
industry and also for general industrial applications. The Fabricon Products
Division produces printed packaging materials for the dairy and confectionery
industries. The Specialty Materials Division refines rare metals, such as high
purity germanium and gallium compounds, and is a major source of boron isotopes
for nuclear applications. This Division also produces a wide range of
super-clean containers, which meet strict EPA protocols, for environmental
sampling. Other products manufactured in the Industrial Group segment include
custom designed cast and injection molded rubber and plastic parts, and
industrial chemicals.
The methods of distribution and competitive positions of the Industrial
Group Divisions vary widely. For example, the Minerals Division is second to the
Alleghany Corporation in the sale of certain filter aid products which are sold
both directly and through distributors to many large and small customers. By
contrast, the Fabricon Products Division conducts its sales through sales
personnel and competes against many other firms in a highly price-sensitive
market. Other products are sold under competitive conditions which vary widely
from plant to plant.
The Machinery Group consists of five divisions, which are involved in
producing products for various industrial markets. The Construction Equipment
Division produces earthmoving equipment for Caterpillar Inc., and began
manufacturing a line of heavy-duty industrial forklift trucks in 1993. The
Electronics Division is a leading supplier of sophisticated special purpose
batteries for aerospace and defense applications. The Cincinnati Industrial
Machinery Division produces specialized high-volume metal cleaning and finishing
systems. The Ross Aluminum Foundries Division manufactures complex aluminum
castings in sand and plaster, and Transicoil Inc. manufactures sophisticated
electronic components for aerospace, shipboard, ground based, and industrial
applications.
The principal products manufactured by the Machinery Group are distributed
through various methods and in a variety of competitive environments. The
Electronics Division bids competitively for numerous fixed price government
contracts for special purpose batteries. The Division is a recognized leader in
this business and has few competitors for some highly technological products,
but many large and small competitors for other products. The Construction
Equipment Division is the sole supplier of its earthmoving equipment
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products to its longstanding largest customer, Caterpillar Inc. The forklifts
are distributed through a dealer network.
The Automotive Group consists of eight divisions, which are involved
largely in the production and sale of mechanical, structural and trim parts for
passenger cars, trucks, vans, recreational and utility vehicles. The Hillsdale
Tool Division specializes in the manufacture of precision-machined aluminum and
steel parts. Typical machined products include torsional vibration dampers and a
variety of castings and forgings. The Division also produces the entire front
pump assembly for the Ford Motor Company's electronic four-speed overdrive
transmission primarily used on one-half and three-quarter ton pick-up trucks,
vans and recreational vehicles. The Plastics Division is a major supplier of
fiberglass reinforced molded plastic parts to automotive and other customers.
The Division also produces the fiberglass reinforced plastic roof panels for
General Motors Corporation's all-plastic body, all-purpose vehicle. The
Wolverine Gasket Division coats steel and aluminum with elastomeric compounds
and produces materials which are particularly suitable for high compression
applications. The Eagle-Picher International Division, with three plants in
Europe, manufactures sealing and insulating products, elastomeric extrusions,
and injection molded parts for the European automotive market. This Division is
also responsible for engineering and marketing efforts in the Asian market. The
Trim Division manufactures automotive interior trim including headliners, rear
package trays, spare tire covers, and door panels. The Michigan Automotive
Research Corporation Division offers vehicle and vehicle system manufacturers a
comprehensive range of testing programs for engines, power trains and power
train components. The Rubber Molding Division manufactures engineered rubber and
rubber-to-metal products, and small precision-molded parts. The Orthane Division
produces injection-molded plastic parts for automotive and industrial
applications.
The Automotive Group distributes its products primarily to the "Big Three"
automotive manufacturers, directly through internal sales personnel. With
respect to the hundreds of products manufactured by the Automotive Group,
competition varies widely as to the number and type of competitors, the methods
of competition and the Group's competitive positions. Divisions producing
precision-machined parts, such as the Hillsdale Tool Division, tend to have a
few strong competitors (including among others the automotive manufacturers
themselves) and compete on the basis of quality and price. Divisions such as the
Trim and Wolverine Gasket Divisions, which manufacture less-sophisticated
products, tend to have many competitors of varying sizes and compete primarily
on the basis of price. Generally, competitive conditions for this Group are
characterized by a decreasing number of competitors, an increasing amount of
foreign competition (particularly from the Far East), and an increased emphasis
on quality.
Due to its diversification, the Company is not dependent upon any
particular product or customer. No product accounted for more than 7%, and no
customer accounted for more than 10%, of total sales of the Company for fiscal
1991 through fiscal 1993 except Ford Motor Company, for which sales were $148.0
million in 1993, $132.7 million in 1992, and $116.4 million in 1991, and General
Motors Corporation, for which sales were $73.1 million in 1993, and $64.5
million in 1992. In addition, due to its diversification, the Company is not
dependent upon any individual raw material source for a substantial part of its
business and believes that its sources of raw materials are adequate.
In the Machinery Group, order backlog was approximately $148.1 million as
of November 30, 1993, $118.1 million as of November 30, 1992, and $115.3 million
as of November 30, 1991. The increase from prior years is due primarily to
improved economic conditions and the new heavy-duty forklift truck line. A
substantial portion of the order backlog outstanding at November 30, 1993 is
expected to be filled within the current fiscal year. In no other segment is
order backlog of significance.
In fiscal 1993, the Company spent approximately $17.1 million for research
and development and related activities, primarily for the development of new
products or the improvement of existing products. Comparable costs were $13.5
million and $11.9 million for 1992 and 1991, respectively.
The Company owns or is licensed under patents relating to methods and
products in several areas of its business. Although these have been of value and
are expected to be of value in the future, the loss of any individual patent or
group of patents would not materially affect the conduct of the Company's
business.
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In the fiscal years 1993, 1992, and 1991, for current operations the
Company spent approximately $8.6, $9.6, and $9.9 million, respectively, for
purposes of compliance with federal, state and local legal provisions relating
to the protection of the environment. This level of expenditures has had no
material effect on the earnings or competitive position of the Company or its
subsidiaries during the period described. The Company expects these expenditures
to be approximately $11.6 million in fiscal 1994. See Item 3.(c) for information
with respect to various other environmental proceedings.
As of November 30, 1993, the Company employed approximately 6,600 persons
in its operations, of whom approximately 1,800 were salaried employees and
approximately 4,800 were hourly employees. Approximately 19% of the Company's
hourly employees are represented by eight labor organizations under 12 separate
contracts. The Company believes that its relations with its employees generally
are good.
Export sales totaled approximately $73.2 million and $64.7 million in
fiscal 1993 and 1992 respectively, but did not exceed ten percent of net sales
in 1991. Foreign operations were not material to the business taken as a whole.
ITEM 2. PROPERTIES.
Eagle-Picher Industries, Inc. manufactures at 52 locations a wide variety
of products primarily for other manufacturers. Types of manufacturing include,
among others, chemical processing, mining, metal fabrication, aluminum
foundries, precision machining, electronic and electrical assembly, molding and
extruding rubber and plastic.
The plants are fully utilized for the purposes intended and generally have
capacity for expansion of existing buildings on owned real estate. Plants range
in size from 425,000 square feet of floor area to under 50,000 square feet and
generally are located away from large urban centers.
Information on the locations of all manufacturing plants is contained in
Exhibit 99 attached hereto, which is incorporated by reference into this report.
The Company considers the following plants to be its most important
physical properties:
LOCATION GENERAL CHARACTER
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INDUSTRIAL GROUP
Minerals Division Colado, NV Processing facility
MACHINERY GROUP
Electronics Division Joplin, MO Manufacturing plants
(five locations)
Construction Equipment Division Lubbock, TX Fabrication and
assembly facility
AUTOMOTIVE GROUP
Hillsdale Tool Division Hillsdale, Manufacturing plants
MI (four locations)
Plastics Division Grabill, IN Manufacturing plant.
All of such properties are held in fee and none of them is subject to any
major encumbrances.
ITEM 3. LEGAL PROCEEDINGS.
(A) Chapter 11 Proceedings.
On January 7, 1991 (the "petition date"), the Company and seven of its
domestic subsidiaries each filed voluntary petitions for relief under chapter 11
of the United States Bankruptcy Code in the United States Bankruptcy Court for
the Southern District of Ohio, Western Division, in Cincinnati, Ohio (the
"Bankruptcy Court"). The subsidiaries that filed chapter 11 petitions are Daisy
Parts, Inc., Transicoil Inc., Michigan Automotive Research Corporation (MARCO),
EDI, Inc., Eagle-Picher Minerals, Inc., Eagle-Picher Europe, Inc., and Hillsdale
Tool & Manufacturing Co. On November 30, 1991, substantially all of the assets
of EDI,
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Inc., were sold pursuant to authority granted by the Bankruptcy Court. All of
the chapter 11 cases have been consolidated for procedural purposes only under
the caption: "In re Eagle-Picher Industries, Inc., et al.," Consolidated Case
No. 1-91-00100, before the Honorable Burton Perlman, United States Bankruptcy
Judge. The Company and its petitioning subsidiaries are operating their
businesses and managing their properties as debtors in possession, in accordance
with the provisions of the Bankruptcy Code.
The chapter 11 petitions were filed because the Company faced an immediate
cash shortage. The Company was required to satisfy certain asbestos litigation
costs, but could do so only through the sale of operating assets. The Company's
Mat Division was under a contract of sale, but the buyers failed to fulfill the
contract and the cash shortfall resulted.
The filing of a chapter 11 petition operates as an automatic stay of all
litigation against the debtor that was or could have been commenced before the
filing of the chapter 11 petition and of any act to collect or recover a claim
against the debtor that arose before the commencement of the chapter 11 case.
While claimants or the Company may petition the Bankruptcy Court for a
modification of the stay, the Company believes that it is unlikely that the
Bankruptcy Court will grant such permission except in certain limited instances
to permit the liquidation of a pre-petition claim, but not any payment or
collection efforts with respect thereto. Consistent with the provisions of
chapter 11, the Company intends to address all of the pre-petition claims in a
plan of reorganization.
An unsecured creditors' committee ("UCC"), an injury claimants' committee
("ICC"), an equity security holders' committee ("EC") and a legal representative
for future claimants ("RFC"), have been appointed in the chapter 11 cases. An
unofficial asbestos co-defendants' committee also has been participating in the
chapter 11 cases. In accordance with the provisions of the Bankruptcy Code,
these parties have the right to be heard with respect to transactions outside
the ordinary course of business. The official committees and the RFC also will
be the primary entities with which the Company will negotiate the terms of a
plan of reorganization.
At the Company's request, the Bankruptcy Court established a bar date of
October 31, 1991 for all pre-petition claims against the Company other than
those arising from the sale of asbestos-containing products and other than those
arising from any future rejection of executory contracts or unexpired leases in
the chapter 11 cases. The bar date is the date by which claimants who disagree
with the amounts recorded by the Company as owing to such claimants must file a
proof of claim against the Company in the Bankruptcy Court. The Company notified
all known or potential claimants subject to the October 31, 1991 bar date of
their possible need to file a proof of claim with the Bankruptcy Court. Of the
5,600 claims filed pursuant to this bar date, 2,675 were general (e.g. vendor,
note holder and other miscellaneous claims), 1,325 were other litigation and
environmental claims, and 1,600 were asbestos related claims.
Substantially all of the general claims have been reconciled by the
Company. Such claims, as reconciled, have been allowed as pre-petition claims
against the Company's estate. The impact of these reconciliations on the
Company's financial statements was not material. The Company continues to
attempt to negotiate settlements for the remaining unreconciled general claims.
If they cannot be resolved by a negotiated settlement, the Company intends to
have them resolved by the Bankruptcy Court. The Company does not expect that the
impact of the resolution of these claims will be material. The litigation and
environmental claims are discussed in subsections (c) and (d) respectively,
below.
The Bankruptcy Court also established a bar date of September 30, 1992 for
all present asbestos-related claims. Approximately 161,000 asbestos-related
claims were filed with the Bankruptcy Court pursuant to the bar date.
Approximately 1,000 of these claims alleged property damage. The 1,600
asbestos-related claims referred to above filed prior to the October 31, 1991
bar date will be treated in the reorganization cases in the same manner as the
asbestos-related claims filed in connection with the September 30, 1992 bar
date. The asbestos-related claims are discussed more fully in subsection (b),
below.
On June 5, 1992, a mediator was appointed by the Bankruptcy Court to assist
the Company, the ICC, the UCC, the RFC and the EC in their efforts to negotiate
a consensual plan of reorganization.
The Bankruptcy Court has approved four extensions of the period during
which the Company has the exclusive right to file a reorganization plan. The
most recent extension expires sixty days after the Bankruptcy
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Court is notified by the mediator that mediation has reached an impasse. To
date, no such notification has been given by the mediator and the mediation
process is continuing.
On November 9, 1993, the Company reached an agreement (the "Agreement") on
the principal elements of a joint plan of reorganization that provides a basis
for the Company and its subsidiaries to emerge from chapter 11. The Agreement is
with the ICC and the RFC, the representatives of the holders of present and
future asbestos-related and other toxic tort claims in the Company's chapter 11
case, and was reached with the assistance of the mediator appointed by the
Bankruptcy Court.
The Agreement contemplates a settlement of the Company's liability for all
present and future asbestos-related personal injury claims. These claims would
be channeled to and resolved by a claims administration trust that would receive
cash, debt securities and substantially all of the common stock of the
reorganized Company under a plan of reorganization.
The Agreement provides that the Company, the ICC and the RFC will negotiate
with the UCC and the EC with the goal of developing a fully consensual plan of
reorganization. If such a consensual plan cannot be achieved, the Agreement
provides that a plan will be filed under which holders of pre-petition unsecured
claims, other than asbestos, lead and silica-related claims, will receive 30% of
their allowed claims in value, and no distribution will be made to the Company's
existing common shareholders whose shares will be cancelled. Under the
Bankruptcy Code, shareholders are not entitled to any distribution under a plan
of reorganization unless all classes of pre-petition unsecured creditors receive
satisfaction in full of their allowed claims or accept a plan which allows
shareholders to participate in the reorganized company or to receive a
distribution. The treatment under the plan of reorganization of asbestos
property damage, lead and silica claims is to be negotiated.
Following the negotiations described above, the Company intends to file a
plan of reorganization with the Bankruptcy Court and proceed to confirmation in
accordance with the provisions of the Bankruptcy Code, including soliciting the
requisite creditor and shareholder acceptances. Implementation of the Agreement
and the treatment of claims and interests as provided therein is subject to
confirmation of the plan of reorganization in accordance with the provisions of
the Bankruptcy Code. Parties in interest in the chapter 11 cases may challenge
the Plan.
Each class of creditors and equity security holders that is impaired under
a plan of reorganization is entitled to vote to accept or reject the plan. The
Bankruptcy Code defines acceptance of a plan by a class of creditors as
acceptance by holders of two-thirds in dollar amount and more than one-half in
number of claims of that class that have timely voted to accept or reject the
plan. The Bankruptcy Code defines acceptance of a plan by a class of equity
security holders as acceptance by holders of equity interests that hold at least
two-thirds in amount of the allowed equity interests in such class who have
timely voted to accept or reject the plan. The Bankruptcy Court will confirm a
plan only if all of the requirements of section 1129 of the Bankruptcy Code are
met. Among the requirements for confirmation of a plan are that the plan is (i)
accepted by all impaired classes of claims and equity interests or, if rejected
by an impaired class, that the plan "does not discriminate unfairly" and is
"fair and equitable" as to such class, (ii) feasible, and (iii) in the "best
interest" of creditors and stockholders impaired under the plan.
Additional information concerning the chapter 11 cases can be found in Note
B to the Company's Consolidated Financial Statements in the Company's Annual
Report to Shareholders for fiscal 1993, which is attached as Exhibit 13 to this
Form 10-K and which is incorporated herein by reference.
(b) Asbestos.
Prior to its chapter 11 filing, the Company had been named as a
co-defendant in a substantial number of lawsuits alleging personal injury from
exposure to asbestos-containing insulation products. As of the petition date,
there were approximately 67,800 asbestos-related claims outstanding against the
Company. The claims, which were pending in 48 states, British Columbia, Guam,
the Virgin Islands, and the District of Columbia, alleged, in general, that the
Company and other defendant manufacturers failed to warn of the potential hazard
to health from the inhalation of asbestos fiber contained in their products. As
a result of the chapter 11 filing by the Company, all of such litigation was
automatically stayed pursuant to section 362 of the Bankruptcy Code and
additional suits were not allowed to be filed against the Company.
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Since the first asbestos case was filed in 1966, the Company has disposed
of approximately 73,500 claims through trial, dismissal or settlement. On
average, the Company spent approximately $7,800 per claim, including attorneys'
fees and other defense costs, to dispose of these claims.
All persons with a pre-petition asbestos-related claim were required to
file a proof of claim by the September 30, 1992 bar date. Approximately 160,000
proofs of claim were filed alleging personal injury. The Company believes that
approximately 11,000 of these claims are duplicates or were filed by persons
whose lawsuits were previously disposed of through trial, dismissal, or
settlement. The Company expects that additional asbestos-related personal injury
claims will arise for several decades into the future. Such future claims were
not subject to the September 30, 1992 bar date. The Company is not able to
project precisely the number and value of future claims at this time.
The Company, and numerous others, also were sued in both state and federal
courts by various entities that own or operate commercial properties and public
buildings, such as school districts, counties, cities, states, libraries and
hospitals, based on allegations that asbestos or asbestos-containing products
are or may be in the buildings. The typical demand in the suits is that the
defendants compensate the plaintiffs for any costs incurred in identifying,
repairing, encapsulating or removing the asbestos-containing products, or that
defendants perform such remedial action. Many suits seek an injunction requiring
abatement and punitive damages on the basis that the defendants allegedly knew
of the hazards and, in concert with one another, concealed and misrepresented
the dangers. Many such suits also seek indemnification from the defendants for
all claims for personal injury brought against plaintiffs resulting from the
presence of asbestos-containing products in plaintiffs' buildings. These suits
too have been stayed as against the Company as a result of the commencement of
the chapter 11 cases.
One hundred forty-nine such lawsuits were instituted against the Company
prior to the filing of its chapter 11 petition, including two which were
certified as class actions. Two of such suits were consolidated into one. One
hundred were disposed of through dismissals by the court following rulings on
pre-trial motions, or voluntarily by the plaintiffs. The Company settled seven
of these cases for less than $22,000 in the aggregate, prior to filing its
chapter 11 petition. Forty-one such suits were pending as of the petition date
and have been stayed as a consequence of the chapter 11 filing.
The class actions that were certified pre-petition are a national school
class action consisting of all public and private elementary and secondary
school systems in the United States that have not excluded themselves from the
suit; and a Michigan school class action consisting of all public and private
elementary and secondary school systems in Michigan that have excluded
themselves from the national school class action and included themselves in the
state class action. In four lawsuits, class certification petitions were pending
pre-petition. One of these suits has since been dismissed, one suit has been
suspended, and the remaining two suits, one involving a class of colleges and
universities and the other a class of buildings leased to the government, have
been certified as class actions. Many of the claimants which voluntarily
dismissed their individual claims as set forth above, did so to pursue them in
one of the certified class actions.
Approximately 1,000 proofs of claim alleging such asbestos property damage
claims were filed in the chapter 11 cases pursuant to the bar date. These claims
include most, if not all, of the lawsuits described above that were pending as
of the petition date.
Many of the asbestos-related claims filed in the chapter 11 cases do not
provide sufficient information to enable the Company to determine whether or not
it has liability for the claim or to definitively value any such liability.
Similarly, the Company is not able to precisely project the number and value of
future claims. The Company, however, is certain that it has significant
liability with respect to the 160,000 proofs of claim which were filed against
the Company pursuant to the September 30, 1992 bar date and which allege
asbestos-related personal injury. The Company also is certain that there is
significant liability with respect to future asbestos-related personal injury
claims. In fact, the Company recorded a provision in the fourth quarter of 1993
of $1.135 billion to increase the asbestos liability subject to compromise on
its books to $1.5 billion, as a consequence of the proposed settlement
discussed above.
Additional information concerning the asbestos litigation can be found in
Note L to the Company's Consolidated Financial Statements in the Company's
Annual Report to Shareholders for fiscal 1993, which is attached as Exhibit 13
to this Form 10-K and which is incorporated herein by reference.
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(c) Other.
In November, 1990, the Company was served with a suit by the City of
Philadelphia (the "Philadelphia action") which sought certification of a class
action on behalf of all cities in the United States with a population over
100,000 and their affiliated housing authorities. The suit sought monetary
damages for inspection, testing, monitoring or abatement costs related to the
presence of lead paint in buildings located in the cities. It also sought to
recover costs incurred to screen, test, diagnose and treat residents of housing
in the cities for exposure to lead paint and to educate residents about the
alleged hazards of lead paint. The Company was alleged to be liable because it
manufactured lead chemicals used as pigment by the manufacturers of the paint.
This suit and an amended complaint filed by the same plaintiffs were dismissed
in their entirety, and the dismissal was affirmed by a United States Circuit
Court of Appeals. A proof of claim filed in the Bankruptcy Court asserting a
claim with respect to the Philadelphia action, and a similar proof of claim
filed on behalf of a class of residents of public housing in Philadelphia, were
withdrawn in their entirety.
The Philadelphia suit is similar to one served on the Company in June, 1989
by the City of New York that sought indemnity for costs New York had incurred
and would incur because residents of housing owned by the city were allegedly
injured by ingesting paint in that housing. Counts in this suit alleging
negligence and strict product liability have been dismissed. Certain other
counts are still pending. The City of New York did not file a timely claim in
the Company's chapter 11 case, but, in November, 1993, after the 1991 bar date,
it filed three proofs of claim with respect to the litigation seeking $50
million in damages. The Company has filed in the Bankruptcy Court an objection
to these claims seeking to have them disallowed on the basis that they were
filed after the bar date. The Company intends to litigate such objection
vigorously.
The Housing Authority of New Orleans filed a similar suit in 1988, but did
not file a proof of claim in the Bankruptcy Court with respect to its
prepetition lawsuit.
These housing-related suits are variations on litigation initiated in
Massachusetts late in 1987 against the Company and numerous other defendants.
These suits alleged personal injuries resulting from ingestion of
lead-containing paint. Such suits have been stayed as to the Company as a
consequence of the filing of the chapter 11 cases.
One hundred thirty one (131) proofs of claim were timely filed in the
Bankruptcy Court asserting liability from lead chemicals allegedly manufactured
and sold by the Company. Seven of such claims have been voluntarily withdrawn at
the Company's request. The one hundred twenty four (124) that remain assert
liability based on personal injury. The Company has demanded that the claimants
withdraw several of the remaining claims. The Company also believes that it has
valid grounds to object to the allowance of the remaining claims.
On August 31, 1990, after a settlement agreement covering approximately
1,800 plaintiffs in the Lone Star Steel Toxic Tort Litigation was rejected by
the Company, plaintiffs amended their complaint to add claims on behalf of
approximately 1,200 additional persons, bringing the number of plaintiffs to
approximately 3,000. In this action, plaintiffs seek unspecified compensatory
and punitive damages for personal injuries and/or for wrongful death allegedly
resulting from exposure to toxic and hazardous substances and defective
machinery and equipment at the Lone Star Steel Plant in Dangerfield, Texas. The
claims in this lawsuit are now included in the information on asbestos-related
litigation, above, because the Company expects that the plaintiffs will allege
that the Company supplied asbestos-containing insulation products to the plant.
Further, the plaintiffs also named additional defendants in the amended
complaint, including Chi-Vit Corporation. Chi-Vit Corporation is an entity not
related to the Company that was formed in 1988 to acquire the assets of the
Company's former unincorporated division, Chi-Vit Corporation Division, which
was divested on December 9, 1988. On October 8, 1990, Chi-Vit Corporation
demanded that the Company indemnify it for this litigation.
On August 27, 1990, the Company and two of its officers were sued in the
United States District Court for the Northern District of Texas by American
Imaging Services, Inc., an approximately 60%-owned subsidiary, and its president
and minority shareholder. This suit asserts numerous claims, based primarily on
an alleged breach of fiduciary duty to the subsidiary and its minority
shareholder, and usurpation and waste of the subsidiary's assets. By reason of
the automatic stay imposed by Section 362(a) of the Bankruptcy Code,
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10
the prosecution of the action against the Company was stayed by the filing of
the Company's chapter 11 petition. Additionally, on May 7, 1991, the Bankruptcy
Court entered an order preliminarily enjoining the continued prosecution of the
action as against the officers. On February 7, 1992, the plaintiffs filed an
amended complaint in the action which named another officer of the Company as an
additional defendant. The plaintiffs also commenced a separate action against
such third officer in the same court in which essentially the same allegations
were made. The Bankruptcy Court's order preliminarily enjoining the continued
prosecution of the initial action as against the officers was expanded to
prohibit the prosecution of any claims against the third officer. The two
plaintiffs in the action have also filed two proofs of claim in the Company's
chapter 11 case in the amount of $500 million each based upon the claims
asserted in the above-described actions. The claims appear to be duplicates,
although the claimants have denied that they are.
In August, 1993, the Company filed in the Bankruptcy Court an objection to
these claims and also asserted various counterclaims (the "Objection").
Contemporaneously therewith, the Company also filed with the Bankruptcy Court a
motion requesting that the Bankruptcy Court consolidate the actions pending in
the United States District Court with the Objection and allow such consolidated
matter to proceed before the Bankruptcy Court. By order entered January 24,
1994, the Bankruptcy Court denied the Company's motion and ordered that all
claims asserted by the parties be resolved in the District Court in Texas. The
Bankruptcy Court also lifted the automatic stay against the Company and vacated
the injunction with respect to the officers so as to permit the litigation to
proceed.
On June 18, 1993, the Company, together with its wholly-owned subsidiary,
Transicoil Inc., commenced an adversary proceeding in the chapter 11 case
against Blue Dove Development Associates ("Blue Dove"), the landlord for
Transicoil's domestic manufacturing facility in Valley Forge, Pennsylvania, and
against K-Jem, Inc., Blue Dove's general partner. The suit seeks, among other
things, to reform the provisions of the lease to provide a means of calculating
rent due, to recover excess rent that the Company and Transicoil believe has
been paid to the landlord, and for relief from certain orders of the Bankruptcy
Court that led to the assumption of the lease pursuant to Section 365 of the
Bankruptcy Code. The landlord filed a counterclaim in the adversary proceeding
seeking a determination that Transicoil has breached the lease and therefore,
the entire rent through June 30, 2005 should be due. The landlord made similar
claims in a suit filed against Transicoil in October, 1993 in the United States
District Court for the Eastern District of Pennsylvania (the "Pennsylvania
Action"). Prosecution of this suit seeking approximately $10.3 million in
damages has been enjoined by the Bankruptcy Court. The Company believes that the
counterclaim asserted by the landlord and claims asserted in the Pennsylvania
Action are without merit and that the resolution of the dispute with respect
to the lease will not have a materially adverse impact on the Company's or
Transicoil Inc.'s financial condition.
In September, 1993, Moltan Company, a competitor in the diatomaceous earth
oil and grease absorbent market of the Company's subsidiary, Eagle-Picher
Minerals, Inc., sued the Company and such subsidiary in the United States
District Court for the Western District of Tennessee, Western Division, seeking
trebled damages of $3 million. Moltan alleged that the defendants wrongfully
contacted federal and state regulators, as well as customers and prospective
customers, concerning Moltan's product labels. The Company and its subsidiary
countersued, seeking damages and an injunction requiring Moltan to cease its
misleading and deceptive practices and to place appropriate and accurate
information required by OSHA and other authorities on its products. On February
9, 1994, the court granted the Company's request for a preliminary injunction
against Moltan, concluding as a matter of law that some of Moltan's product
labels and other information are "blatantly false." The court enjoined Moltan
from selling its products with labels containing false and misleading
information in violation of OSHA and other regulations. Although Moltan's
complaint has not yet been formally dismissed, the Company is confident that it
will prevail with respect to Moltan's claims. In addition, the Company intends
to continue to press its claims against Moltan and will seek to have the
injunction made permanent.
(d) Environmental.
On January 30, 1989, the Company was served with a suit in the United
States District Court for the District of Colorado under the federal Clean Water
Act alleging that the Company's operations in Colorado Springs, Colorado had not
timely filed certain reports and that the plant's wastewater discharge did not
comply
8
11
with the battery manufacturing pretreatment standards. The Company and the
United States Environmental Protection Agency ("EPA") agreed to settle the suit
in December, 1990. Under the terms of the settlement, the Company agreed to pay
a penalty of $112,500 and the EPA agreed to issue a permit for the Company's
wastewater discharge. After the filing of the Company's chapter 11 petition, the
EPA repudiated the settlement because it had not been reduced to writing before
the filing. Subsequently, the EPA agreed to accept an allowed, unsecured claim
in the Company's chapter 11 case in the amount of $150,000 in settlement of the
litigation. The Company believes that it is in compliance with the permit and
that no harm has occurred to human health or the environment. In December, 1989,
the Company's operations in Colorado Springs, Colorado were the subject of an
investigation by state and federal environmental regulators. In December, 1993,
the Company was advised by the United States Attorney's Office in Denver,
Colorado, that the investigation concerned the alleged unlawful treatment,
storage or disposal of hazardous wastes and alleged false statements relating to
such alleged activities by plant personnel. The Company is also investigating
the events that occurred in 1989, but has not yet completed its evaluation.
Concurrently, the Company is conducting remedial activities at its Colorado
Springs operations in accordance with work plans approved by both EPA and the
Colorado Department of Health.
The Company has been advised by the EPA and other similar state agencies
that the EPA and such agencies believe the Company to be one of a large number
of parties potentially responsible for undertaking remedial measures and for
future remedial costs to counteract the threat of releases of hazardous
substances at a number of waste disposal sites. Investigation into the Company's
involvement at these sites indicates that the Company either sent no waste or a
very small amount of waste to most of these disposal sites and its liability, if
any, should be accordingly limited. The Company has entered into agreements
resolving the issues posed by the EPA in its notification with respect to a few
of the sites.
The Company has received notice from the EPA that the EPA believes the
Company may be one of a number of parties responsible for the costs of remedial
measures in the Ottawa County, Oklahoma, Cherokee County, Kansas and Jasper
County, Missouri portions of the Tri-State mining district of Kansas, Missouri
and Oklahoma. The propriety of placing the Ottawa County, Oklahoma, and a
portion of the Cherokee County, Kansas mining areas on the National Priorities
List was affirmed by the U.S. Court of Appeals for the District of Columbia
(Eagle-Picher Industries, Inc., et al. v. Ruckelshaus, No. 83-2259, 1983). The
Company has been an active participant in the Oklahoma Governor's Task Force and
its technical subcommittee which, in conjunction with the EPA, has considered
whether any significant environmental problems exist in the Oklahoma portion and
part of the Kansas portion of the district due to mining activities which ceased
in the mid-1960s. The Task Force has completed its study and has concluded that
present conditions do not pose an imminent and substantial threat to human
health and welfare. The recommendations of the Task Force and Region VI of the
EPA were approved by the EPA and a three point remedial program to avert any
future water problems in the area, including a portion of Cherokee County,
Kansas, has been undertaken. The program consists of (1) plugging abandoned
water wells; (2) diking and diverting surface water runoff away from openings to
the mine workings; and (3) implementing an ongoing groundwater monitoring
program of wells in the surrounding communities. Approximately $6,000,000 in
Comprehensive Environmental Response, Compensation and Liability Act of 1980
(CERCLA), as amended, funds were spent for the program. In November, 1990, the
Company and five other entities identified by EPA as responsible parties
negotiated a Consent Agreement under which, without acknowledging
responsibility, they agreed to pay $3,050,000 in settlement of any assessed
liability for expenditures at the site authorized by CERCLA. Under the
Agreement, the Company would have contributed $1,777,000. The Agreement was not
fully executed, however, due to filing of the Company's chapter 11 petition.
Region VII of the EPA is studying the necessity of remedial action in other
parts of Cherokee County, Kansas. EPA has divided the Cherokee County site into
several subsites, and activities to date have been limited to three of these
subsites. In May, 1990, the Company and six other respondents entered into an
Administrative Order on Consent with EPA to fund and conduct a Remedial
Investigation and Feasibility Study (RI/FS) with respect to the Baxter Springs
and Treece subsites. The RI/FS was expected to cost $2.5 million. The Company
was expected to contribute approximately $875,000 to fund the study; as a
consequence of filing its chapter 11 petition, the Company has made no such
contribution.
9
12
In January, 1990, the Company received special notice from the EPA as a
potentially responsible party in connection with remedial activities completed
and to be undertaken at the Galena Subsite of the Cherokee County Superfund site
located in the Tri-State mining district ("Galena Subsite"). The Company was
unable to negotiate an acceptable settlement with the EPA during the special
notice period. In June, 1990 the Company received an administrative order under
Section 106 of CERCLA, as amended, from the EPA directing the Company and
another respondent to perform the remedial design for the remedy selected by EPA
at the Galena Subsite and to implement the design by performing a remedial
action. The Company submitted a detailed legal and technical response to EPA
objecting to the activities proposed to be conducted at the Galena Subsite and
declining to perform the remedial design for the selected remedy. No response
from the EPA has been received by the Company.
In July, 1990, the Company received notice that the EPA considers the
Company to be one of several parties potentially responsible for undertaking
remedial measures and for future remedial costs in connection with the Missouri
portion of the Tri-State mining district, which has been listed on the National
Priorities List under CERCLA. Given the lack of available information concerning
the site, the Company declined to negotiate an administrative order on consent
to perform a Remedial Investigation and Feasibility Study at the site.
For information concerning discussions with the EPA about settlement of
federal environmental claims, please see Note M to the Company's Consolidated
Financial Statements in the Company's Annual Report to Shareholders for fiscal
1993, which is attached as Exhibit 13 to this Form 10-K and which is
incorporated herein by reference.
As of the October 31, 1991, non-asbestos claims bar date, in excess of
1,300 proofs of claim were filed asserting claims based upon the foregoing and
other litigation matters. Additional information concerning such litigation
claims can be found in Note M to the Company's Consolidated Financial Statements
in the Company's Annual Report to Shareholders for fiscal 1993, which is
attached as Exhibit 13 to this Form 10-K and which is incorporated herein by
reference.
(e) Summary -- Environmental and Other Claims.
The Company and the individual defendants who were named in some lawsuits
intend to defend all litigation claims vigorously in the manner permitted by the
Bankruptcy Code and/or applicable law. All pre-petition claims against the
Company arising from litigation must be liquidated or otherwise addressed in the
context of the chapter 11 cases. Further, all such claims against the Company
will be addressed in a plan of reorganization. During the pendency of the
chapter 11 cases, any unresolved litigation with respect to pre-petition claims
can proceed against the Company only with the express permission of the
Bankruptcy Court.
The Company has resolved many of the litigation claims that were asserted
pursuant to the October 31, 1991 bar date other than those claims arising from
the sale of asbestos-containing products. However, as pointed out above, the
two largest litigation claims, which together seek $1.0 billion, the
environmental claims, and certain claims relating to lead chemicals are still
pending. The Company has filed objections to certain of these litigation-based
claims seeking to reduce the amount of such claims or eliminate them entirely.
These objections have not yet been resolved. The Company anticipates filing
additional objections to other such claims if they cannot be resolved through
negotiation. These objections will be vigorously litigated by the Company
pursuant to the provisions of the Bankruptcy Code and applicable law.
The eventual outcome of the environmental and other litigation claims
described herein cannot be reasonably predicted due to numerous uncertainties
that are inherent in the reorganization process. However, negotiations
concerning environmental claims and attempts to negotiate settlements of other
litigation claims progressed to a point in 1993 that enabled the Company to
record a provision of $41.4 million for these claims. In addition, the Company
may have insurance coverage for certain of these claims and may have other
factual and legal defenses available to it.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.
10
13
EAGLE-PICHER
ANNUAL REPORT 1993
MARKED AS EXHIBIT 13
PART II
CROSS REFERENCE SHEET
TO 1993 ANNUAL REPORT TO SHAREHOLDERS
PAGES CAPTIONS
------ -----------------------------------
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON
EQUITY AND RELATED STOCKHOLDER
MATTERS.
(a) Market Information 13 -- Quarterly Data
(b) Holders of Common Stock -- 6,215 holders of record at
February 18, 1994
(c) Dividends 31 -- Selected Financial Data
Although the principal market for the Registrant's Common Stock is the New
York Stock Exchange, Inc., trading on that Exchange is currently suspended. The
Registrant's Common Stock is also listed for trading on the Cincinnati Stock
Exchange, on which trading is also currently suspended. See footnote 3 at page
13 of Exhibit 13, and the last paragraph of item 5, page 2 of Exhibit 13.
ITEM 6. SELECTED FINANCIAL DATA 31 -- Selected Financial Data
ITEM 7. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS 28-30 -- Management's Discussion and
Analysis of Results of
Operations and Financial
Condition
ITEM 8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA 8 -- Consolidated Statement Income
(Loss) for the Three Years Ended
November 30, 1993
9 -- Consolidated Statement of Cash
Flows for the Three Years Ended
November 30, 1993
10-11 -- Consolidated Balance Sheet as of
November 30, 1993 and 1992
12 -- Consolidated Statement of
Shareholders' Equity (Deficit)
for the Three Years Ended
November 30, 1993
14-26 -- Notes to Consolidated Financial
Statements
28 -- Report of Management
27 -- Independent Auditors' Report
13 -- Quarterly Data
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
11
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
(a) Directors.
The name and age; principal occupation during the last five years and
present employer; other boards of directors on which he serves; the year in
which he first became a director of the Company and the committees on which he
serves, follow for each director:
FIRST PRESENT TERM
BECAME OF OFFICE
DIRECTOR EXPIRES
-------- ------------
PAUL W. CHRISTENSEN, JR., 69 1969 1996
Retired, 1987; Chairman of the Board 1978-1987, and
President prior thereto, of The Cincinnati Gear Company,
Cincinnati, Ohio, a manufacturer of custom gears and
enclosed drives.
Director of Cincinnati Bell Inc., The Ohio National
Life Insurance Co.
Member of Executive and Stock Option/Compensation
Committees and Chairman of Audit Committee.
MELVIN F. CHUBB, JR., 60 1990 1995
Senior Vice President 1988, of Eagle-Picher Industries,
Inc.; Lieutenant General, United States Air Force and
Commander of the Electronic Systems Division at Hanscom
Air Force Base, Massachusetts, 1984-1988.
Director of Empire District Electric Co.
V. ANDERSON COOMBE, 67 1974 1996
Chairman of the Board since March 1991, and President
prior thereto (through April 1991), of The Wm. Powell
Company, Cincinnati, Ohio, a valve manufacturer.
Director of Star Banc Corporation, Cincinnati, The
Starflo Corp., Union Central Life Insurance Co., The
Wm. Powell Company.
Member of Audit, Executive and Stock Option/ Compensation
Committees.
ROGER L. HOWE, 59 1986 1995
Chairman of the Board of U.S. Precision Lens, Inc.,
Cincinnati, Ohio, a manufacturer of optics for video
projection, instrumentation, and photographic
applications.
Director of Cintas Corporation, Star Banc Corporation,
Cincinnati, U.S. Shoe Corporation, Baldwin Piano &
Organ Co.
Member of Executive and Stock Option/Compensation
Committees.
DANIEL W. LeBLOND, 67 1965 1994
Chairman of the Board of LeBlond Makino Machine Tool
Company, Cincinnati, Ohio, a manufacturer of machine
tools.
Director of The Ingersoll Milling Machine Company,
LeBlond Makino Machine Tool Company, The Ohio National
Life Insurance Co.
Member of Executive Committee and Chairman of Stock
Option/Compensation Committee.
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FIRST PRESENT TERM
BECAME OF OFFICE
DIRECTOR EXPIRES
-------- ------------
POWELL McHENRY, 67 1991 1995
Of Counsel to Dinsmore & Shohl, a law firm, Cincinnati,
Ohio as of October 1, 1991; Senior Vice President and
General Counsel of The Procter & Gamble Company,
Cincinnati, Ohio, a manufacturer of consumer and
industrial products, 1983-1991.
Member of Audit Committee.
CHARLES S. MECHEM, JR., 63 1973 1994
Commissioner, Ladies Professional Golf Association, 1991;
Of Counsel, Taft, Stettinius & Hollister, a law firm,
1990; Chairman of the Executive Committee, 1990 and
Chairman of the Board and Chief Executive Officer,
1967-1990, of Great American Broadcasting Company,
Cincinnati, Ohio.
Director of AGCO Corporation, Great American
Communications Company, Mead Corporation, The Ohio
National Life Insurance Co., J.M. Smucker Company,
Star Banc Corporation, Cincinnati, U.S. Shoe
Corporation (Chairman of the Board).
THOMAS E. PETRY, 54 1981 1994
Chairman of the Board, President, and Chief Executive
Officer 1992, Chairman of the Board and Chief Executive
Officer 1989, President and Chief Executive Officer 1982,
President and Chief Operating Officer 1981, Group Vice
President 1978, President, Akron Standard Division 1977,
Vice President and Treasurer 1974, of Eagle-Picher
Industries, Inc.
Director of Cincinnati Gas & Electric Co., Star Banc
Corporation, Cincinnati, Union Central Life Insurance
Co., Insilco Corp.
Chairman of Executive Committee.
EUGENE P. RUEHLMANN, 68 1991 1996
Partner, Vorys, Sater, Seymour & Pease, a law firm, 1989;
of Counsel to that firm, 1987; Chairman, Hamilton County
(Ohio) Republican Central Committee, 1991.
Director of Western-Southern Life Insurance Company.
Member of Audit Committee.
(b) Executive Officers.
YEAR ELECTED
OR ASSUMED
PRESENT
AGE DUTIES
--- ------------
Thomas E. Petry Chairman of the Board of Directors, 54 1982
President and Chief Executive Officer
David N. Hall Senior Vice President-Finance 54 1977
Melvin F. Chubb, Jr. Senior Vice President and Director 60 1988
Andries Ruijssenaars Senior Vice President 51 1989
Carroll D. Curless Vice President and Controller 55 1984
James A. Ralston Vice President and General Counsel 47 1982
Executive officers serve during the pleasure of the Board, or until their
successors are elected and qualified.
13
16
There are no family relationships existing between or among the above
executive officers of the registrant.
Mr. Thomas E. Petry was first employed by the Company in 1968, elected
Assistant Treasurer in 1971, elected Treasurer in 1973, elected Vice President
and Treasurer in 1974, served as President, Akron Standard Division, from 1977
to 1978, elected Group Vice President in 1978, elected a Director and President
and Chief Operating Officer in 1981, elected President and Chief Executive
Officer in 1982, and has also been serving as Chairman of the Board since 1989.
Mr. David N. Hall was first employed by the Company and elected Treasurer
in 1977, was elected Vice President and Treasurer in 1979, and was elected and
has been serving as Senior Vice President-Finance since 1987.
Mr. Melvin F. Chubb, Jr. was employed by the Company in 1988 and was
elected and has been serving as Senior Vice President since that time. In 1990
Mr. Chubb was elected a Director. Prior to joining the Company, he completed a
career in the United States Air Force, having attained the rank of Lieutenant
General and having served most recently as commander of the Electronic Systems
Division, Air Force Systems Command at Hanscom Air Force Base.
Mr. Andries Ruijssenaars was first employed by the Company in 1980 as
General Manager of Eagle-Picher Industries GmbH in hringen, Germany, served as
Executive Vice President, The Ohio Rubber Company Division from 1986 to 1987,
President, The Ohio Rubber Company Division from 1987 to 1989, and was elected
and has been serving as Senior Vice President since 1989.
Mr. Carroll D. Curless was first employed by the Company in 1964, elected
Assistant Controller in 1978, Controller in 1984, and was elected and has been
serving as Vice President and Controller since 1986.
Mr. James A. Ralston was first employed in the Legal Department of the
Company in 1979, elected Assistant Secretary in 1982, General Counsel in 1982,
and was elected and has been serving as Vice President and General Counsel since
1984.
Item 11. EXECUTIVE COMPENSATION.
The following Summary Compensation Table shows cash compensation and stock
option awards to the listed executive officers for the last three fiscal years,
and other annual compensation and all other compensation for fiscal 1992 and
fiscal 1993:
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
----------------------------------------------------
OTHER
FISCAL ANNUAL ALL OTHER
NAME AND YEAR COMPENSATION COMPENSATION
PRINCIPAL OCCUPATION ENDED SALARY($) BONUS($) ($)(1)(2) ($)(1)(3)
- ------------------------- --------- --------- -------- ------------ ------------
Thomas E. Petry 11/30/93 575,000 100,000 149,492 178,154
Chairman, 11/30/92 575,000 105,000 75,488 128,557
President and 11/30/91 575,000 0 -- --
Chief Executive Officer
David N. Hall 11/30/93 310,000 65,000 50,133 62,692
Senior Vice 11/30/92 300,000 90,000 12,046 24,181
President -- Finance 11/30/91 280,000 0 -- --
Melvin F. Chubb, Jr. 11/30/93 275,000 45,000 0 4,497
Senior Vice 11/30/92 265,000 70,000 0 4,364
President 11/30/91 250,000 0 0 --
Andries Ruijssenaars 11/30/93 275,000 75,000 22,760 31,420
Senior Vice 11/30/92 265,000 80,000 9,764 20,800
President 11/30/91 250,000 0 -- --
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ANNUAL COMPENSATION
----------------------------------------------------
OTHER
FISCAL ANNUAL ALL OTHER
NAME AND YEAR COMPENSATION COMPENSATION
PRINCIPAL OCCUPATION ENDED SALARY($) BONUS($) ($)(1)(2) ($)(1)(3)
- ------------------------- --------- --------- -------- ------------ ------------
James A. Ralston 11/30/93 200,000 34,000 7,214 13,303
Vice President and 11/30/92 195,000 42,000 2,593 8,625
General Counsel 11/30/91 180,000 0 -- --
- ---------------
(1) Under transition rules, this information need not be given for fiscal years
ended 11/30/92 or earlier; however, it is being provided for the fiscal year
ended 11/30/92.
(2) Amounts for payment of taxes on purchases of annuities under Supplemental
Executive Retirement Plan.
(3) All Other Compensation:
COST OF COMPANY
ANNUITY UNDER CONTRIBUTIONS
NON-QUALIFIED TO
SUPPLEMENTAL EAGLE-PICHER
EXECUTIVE RETIREMENT
YEAR RETIREMENT SAVINGS
ENDED PLAN(S) PLAN($) TOTAL($)
--------- ------------- ------------- --------
Thomas E. Petry
Chairman, President, and Chief
Executive Officer................ 11/30/93 173,657 4,497 178,154
David N. Hall
Senior Vice President -- Finance... 11/30/93 58,195 4,497 62,692
Melvin F. Chubb, Jr.
Senior Vice President.............. 11/30/93 0 4,497 4,497
Andries Ruijssenaars
Senior Vice President.............. 11/30/93 26,923 4,497 31,420
James A. Ralston
Vice President and General
Counsel.......................... 11/30/93 8,806 4,497 13,303
AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES
Note: The Company has never granted Stock Appreciation Rights (SARs), so there
are no SARs outstanding. There were no exercises of options by the named
executive officers during fiscal 1993.
VALUE OF
UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
OPTIONS AT FISCAL OPTIONS AT FISCAL
YEAR-END(#) YEAR-END($)
EXERCISABLE/ EXERCISABLE/
NAME UNEXERCISABLE UNEXERCISABLE
- ---------------------------------------------------------------------- -------------------
Thomas E. Petry.................................. 100,000 *
0/100,000
David N. Hall.................................... 50,000 *
0/50,000
Melvin F. Chubb, Jr.............................. 50,000 *
0/50,000
Andries Ruijssenaars............................. 50,000 *
0/50,000
James A. Ralston................................. 30,000 *
0/30,000
- ---------------
* None of the unexercised options held by any of the named executive officers
was "In-the-Money" as of November 30, 1993 -- the price at which the options
were exercisable was above the closing price on the New York Stock Exchange at
the end of the fiscal year. Further, the options were exercisable only if the
last selling price per share on the New York Stock Exchange prior to the date
on which the Company received written notice of the exercise was at least 20%
above the option price per share. Trading in the Company's shares on the New
York Stock Exchange was suspended on November 15, 1993 and remained so on
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18
November 30, 1993; the last reported New York Stock Exchange trade was
November 9, 1993 at $2.125 per share. All of the unexercised options are at a
price of $2.50 per share.
PENSION BENEFITS
The following table shows the estimated total combined annual benefits to
participants upon retirement at age 62 payable under Social Security, the
Retirement Income Plan for Salaried Employees, and the Supplemental Executive
Retirement Plan:
PENSION PLAN TABLE
YEARS OF SERVICE
-------------------------------------------------------------
REMUNERATION 15 20 25 30 35
------------ --------- --------- --------- --------- ---------
$200,000 $ 72,000 $ 96,000 $ 120,000 $ 120,000 $ 120,000
225,000 81,000 108,000 135,000 135,000 135,000
250,000 90,000 120,000 150,000 150,000 150,000
300,000 108,000 144,000 180,000 180,000 180,000
350,000 126,000 168,000 210,000 210,000 210,000
400,000 144,000 192,000 240,000 240,000 240,000
450,000 162,000 216,000 270,000 270,000 270,000
500,000 180,000 240,000 300,000 300,000 300,000
550,000 198,000 264,000 330,000 330,000 330,000
600,000 216,000 288,000 360,000 360,000 360,000
650,000 234,000 312,000 390,000 390,000 390,000
700,000 252,000 336,000 420,000 420,000 420,000
750,000 270,000 360,000 450,000 450,000 450,000
800,000 288,000 384,000 480,000 480,000 480,000
850,000 306,000 408,000 510,000 510,000 510,000
The Retirement Income Plan for Salaried Employees of the Company, a defined
benefit pension plan in which the above-named executive officers are
participants, provides non-contributory benefits after retirement based on the
highest average monthly compensation during five consecutive years of the last
ten years preceding retirement. For purposes of the Plan, compensation includes
base salary, bonuses, commissions, and severance payments; salary and bonus
included are as reported in the Summary Compensation Table, and commissions and
severance payments, if there had been any, would have been included in that
Table. The benefits shown by the Pension Plan Table above include amounts
payable under Social Security and the Company's Supplemental Executive
Retirement Plan as well as those payable under the Retirement Income Plan for
Salaried Employees. Benefits are computed on the basis of straight-life annuity
amounts.
The estimated credited years of service with the Company for the named
executive officers at age 62 are:
Thomas E. Petry.................................. 33
David N. Hall.................................... 24
Melvin F. Chubb, Jr.............................. 12
Andries Ruijssenaars............................. 24
James A. Ralston................................. 29
SEVERANCE PLAN
On February 6, 1991 the Board of Directors adopted a Severance Plan for certain
employees, including the named executive officers, which was approved by the
Bankruptcy Court on May 13, 1991. Under the Plan, a participant whose employment
is terminated by the Company receives: a Base Severance Benefit of one week's
pay for each year of Company service, payable under general payroll pay
practices, but reduced dollar for dollar by any compensation earned from a
subsequent employer during the period such benefits are being paid; a
Supplemental Severance Benefit ranging from three months' salary up to one
year's salary, payable in a lump sum upon termination; and continuation of
certain insurance benefits for up to one week for each year of
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service. Currently, the plan provides that an employee who is terminated after
the confirmation of a plan of reorganization will not be eligible for a
Supplemental Severance Benefit. Payments under the Plan cannot exceed twice the
terminated employee's annual compensation, and all payments cease upon the
terminated employee's death.
COMPENSATION OF DIRECTORS
Directors are paid a retainer of $18,000 per year, a fee of $750 for each Board
meeting attended, and a fee of $750 for each Board committee meeting attended.
Board committee members, excluding committee chairmen, are paid a retainer of
$3,000 per year for each committee on which they serve; the chairman of each
Board committee is paid a retainer of $5,000 per year. The Company does not pay
director retainers or attendance fees, or committee retainers or attendance
fees, to directors who are employees of the Company.
Directors who are not also employees of the Company who retire with ten or
more years of service as active members of the Board are paid an advisory fee
for life in an amount equal to the annual directors retainer paid at the time of
their retirement.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1993, Messrs. LeBlond (Chairman), Christensen, Coombe, and
Howe, directors of the Company, constituted the Stock Option/Compensation
Committee.
During fiscal 1993 and as of February 11, 1994 Mr. Petry, Chairman,
President, and Chief Executive Officer of the Company, served as a director and
as a member of the compensation committee of The Wm. Powell Company. During
fiscal 1993 and as of February 11, 1994 Mr. Coombe was Chairman of the Board of
The Wm. Powell Company.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
As of February 11, 1994, beneficial ownership of the Company's Common Stock by:
all directors; each of the executive officers named in Item 11 above under
"Compensation of Executive Officers"; and all directors and executive officers
as a group, was:
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
DIRECTORS OWNERSHIP OF CLASS
------------------------------------------------------------------- --------
Paul W. Christensen, Jr.................................. 43,000(1) *
Melvin F. Chubb, Jr...................................... 39,414(1)(2)(3) *
V. Anderson Coombe....................................... 4,480(1) *
Roger L. Howe............................................ 1,000 *
Daniel W. LeBlond........................................ 3,500 *
Powell McHenry........................................... 1,000 *
Charles S. Mechem, Jr.................................... 1,720 *
Thomas E. Petry.......................................... 104,102(2)(3) *
Eugene P. Ruehlmann...................................... 1,000 *
- ---------------
* Less than 1%.
(1) The following persons disclaim beneficial ownership as to the following
numbers of shares which are beneficially owned by family members: Mr.
Christensen -- 18,000 shares; Mr. Chubb -- 660 shares; Mr. Coombe -- 1,520
shares.
(2) Mr. Chubb and Mr. Petry are also executive officers of the Company; their
holdings of Company stock are listed here and not duplicated under the
Executive Officers individual listing immediately below.
(3) Includes shares subject to options to purchase within 60 days: Mr. Chubb --
37,500; Mr. Petry -- 75,000. The terms of the option grants make the options
exercisable if the last selling price per share on the New
17
20
York Stock Exchange is at least $3.00 on the day prior to the date on which
the Company receives written notice of the exercise.
There were as of February 11, 1994 no beneficial owners of more than 5% of
the Company's Common Stock.
EXECUTIVE OFFICERS
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
OWNERSHIP OF CLASS
---------- --------
David N. Hall............................................... 49,982 *
James A. Ralston............................................ 29,297 *
Andries Ruijssenaars........................................ 39,933 *
- ---------------
* Less than 1%
Note: These figures include shares subject to options to purchase within 60
days: Mr. Hall -- 37,500; Mr. Ralston -- 22,500; Mr. Ruijssenaars --
37,500. The terms of the option grants make the options exercisable if the
last selling price per share on the New York Stock Exchange is at least
$3.00 on the day prior to the date on which the Company receives written
notice of the exercise.
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
OWNERSHIP OF CLASS
---------- --------
Directors and Executive Officers
As a Group (13 persons)................................... 325,481 2.95%
- ---------------
Note: For the same reason stated in the Note above immediately following the
Executive Officers shareholding table, this figure includes 232,500 shares
subject to options to purchase.
All shares shown above as owned were directly owned except as footnoted.
Directors and executive officers are considered control persons of the Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Board of Directors has no knowledge of any significant transaction or
proposed significant transaction to which the Company or any subsidiary and any
director, officer, or nominee for director, or any associate of such director,
officer, or nominee, were or are to be parties.
During fiscal 1993 Mr. Andries Ruijssenaars, a Senior Vice President of the
Company, was indebted to the Company in the amount of $79,072.73 in connection
with loans made for relocation expenses. Interest is payable at an annual rate
of 10%. As of November 30, 1993 the outstanding loan balance was less than
$60,000.
18
21
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) 1. All Financial Statements
Eagle-Picher Industries, Inc. (Incorporated by reference to the
Company's Annual Report to Shareholders for the year 1993,
Exhibit 13, pages 8-13 -- See Part II above)
Independent Auditors' Report -- Incorporated by reference to
Exhibit 13, page 27
PAGE NO.
-----------
2. Financial Statement Schedules
Schedule V -- Property, Plant and Equipment for the Three Years 40
Ended November 30, 1993
Schedule VI -- Accumulated Depreciation, Depletion and 41
Amortization of Property, Plant and Equipment for the Three
Years Ended November 30, 1993
Schedule X -- Supplementary Income Statement Information for the 42
Three Years Ended November 30, 1993
SEQUENTIAL
PAGE NO.
-----------
3. Exhibits (numbers keyed to Item 601, Regulation S-K).
* 3. (i) Amended Articles of Incorporation through May 28, 1986.
Incorporated by reference to Exhibit 1 to Form S-8 Registration
Statement for the Registrant's Stock Option Plan of 1990 (SEC
File No. 33-45179).
* (ii) Code of Regulations of Eagle-Picher Industries, Inc., last
amended March 26, 1985. Incorporated by reference to Exhibit
3(b) to Form 10-K Annual Report of the Registrant for its fiscal
year ended November 30, 1992 (SEC File No. 1-1499).
* 4. (a) Form of Indenture relating to the $50,000,000 Eagle-Picher
Industries, Inc. 9% Sinking Fund Debentures due March 1, 2017,
dated as of March 1, 1987 between Eagle-Picher Industries, Inc.
and The Bank of New York. Incorporated by reference to Form 8-K
of Eagle-Picher Industries, Inc., March, 1987 (SEC File No.
1-1499).
* (b) Credit and Agency Agreement (debtor-in-possession financing
agreement) dated as of November 5, 1992. Incorporated by
reference to Exhibit 4(b) to Form 10-K Annual Report of the
Registrant for its fiscal year ended November 30, 1992 (SEC File
No. 1-1499).
* 10. (a) Eagle-Picher Industries, Inc. Stock Option Plan of 1983, as
amended. Incorporated by reference to Appendix A to Proxy
Statement for Annual Meeting of Shareholders, March 28, 1989 and
Exhibit 28 to Post Effective Amendment No. 1 to Registration
Statement No. 33-5792, dated April 10, 1990 (SEC File No.
1-1499).
* (b) Eagle-Picher Industries, Inc. Stock Option Plan of 1990.
Incorporated by reference to Appendix A to Proxy Statement for
Annual Meeting of Shareholders, March 27, 1990 (SEC File No.
1-1499).
* (c) Eagle-Picher Supplemental Executive Retirement Plan.
Incorporated by reference to Report on Form 10-K of Eagle-Picher
Industries, Inc. for the fiscal year ended November 30, 1987
(SEC File No. 1-1499) and Proxy Statement for Annual Meeting of
Shareholders to be held March 26, 1992 under the caption
"Retirement Plans" (SEC File No. 1-1499).
19
22
SEQUENTIAL
PAGE NO.
-----------
11. Calculation of Average Number of Shares. 44
13. Excerpts from the registrant's Annual Report to Shareholders for 45
the year ended November 30, 1993.
22. Subsidiaries of the registrant. 90
23. Independent Auditors' Consent. 91
24. (a),(b) Powers of Attorney. 92
99. Plants and Locations. 95
(b) Reports on Form 8-K.
* (i) November 10, 1993 -- Reporting November 9, 1993 agreement with
the Injury Claimants' Committee and the Legal Representative for
Future Claimants in the registrant's pending chapter 11 cases on
the principal elements of a joint plan of reorganization to be
presented to the Bankruptcy Court in which the cases are
pending. (SEC File No. 1-1499). Incorporated by reference.
* (ii) November 19, 1993 -- Reporting the New York Stock Exchange's
November 15, 1993 announcement of immediate suspension of
trading in the registrant's common stock and intent to apply to
the Securities and Exchange Commission to delist the
registrant's common stock. (SEC File No. 1-1499). Incorporated
by reference.
* Incorporated by reference.
20
23
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.
EAGLE-PICHER INDUSTRIES, INC.
By /s/ THOMAS E. PETRY
Thomas E. Petry
Chairman of the Board,
President and Chief Executive
Officer
Date: February 18, 1994
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.
/s/ THOMAS E. PETRY Date: February 18, 1994
Thomas E. Petry, Chairman of the Board,
President and Chief Executive Officer
/s/ DAVID N. HALL Date: February 18, 1994
David N. Hall, Senior Vice President-Finance
(Principal Financial Officer)
/s/ CARROLL D. CURLESS Date: February 23, 1994
Carroll D. Curless, Vice President and
Controller (Principal Accounting Officer)
/s/ MELVIN F. CHUBB, JR. Date: February 18, 1994
Melvin F. Chubb, Jr., Senior Vice President
and Director
/s/ PAUL W. CHRISTENSEN, JR. Date: February 21, 1994
Paul W. Christensen, Jr., Director
/s/ V. ANDERSON COOMB Date: February 21, 1994
V. Anderson Coombe, Director
/s/ ROGER L. HOWE Date: February 21, 1994
Roger L. Howe, Director
/s/ DANIEL W. LEBLOND Date: February 21, 1994
Daniel W. LeBlond, Director
/s/ POWELL MCHENRY Date: February 21, 1994
Powell McHenry, Director
/s/ CHARLES S. MECHEM, JR. Date: February 21, 1994
Charles S. Mechem, Jr., Director
/s/ EUGENE P. RUEHLMANN Date: February 21, 1994
Eugene P. Ruehlmann, Director
21
24
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Eagle-Picher Industries, Inc.:
Under date of February 2, 1994, we reported on the consolidated balance
sheet of Eagle-Picher Industries, Inc. and subsidiaries (debtor in possession,
as of January 7, 1991) as of November 30, 1993 and 1992 and the related
consolidated statements of income (loss), shareholders' equity (deficit), and
cash flows for each of the years in the three-year period ended November 30,
1993, as contained in the 1993 Annual Report to Shareholders. These consolidated
financial statements and our report, with explanatory paragraphs, thereon are
incorporated by reference in the Annual Report on Form 10-K for the year 1993.
In connection with our audits of the aforementioned consolidated financial
statements, we also have audited the related financial statement schedules as
listed in Part IV, item 14(a)2. These financial statement schedules are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statement schedules based on our audits.
In our opinion, such financial statement schedules, when considered in
relation to the basic consolidated financial statements taken as a whole,
present fairly, in all material respects, the information set forth therein.
The accompanying financial statement schedules have been prepared assuming
that the Company will continue as a going concern. As discussed in Note B to the
consolidated financial statements, Eagle-Picher Industries, Inc. (the Company)
and seven of its domestic subsidiaries each filed a voluntary petition for
relief under chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court on January 7, 1991. Although the Company and its
operating subsidiaries are currently operating their business as debtors in
possession under the jurisdiction of the Bankruptcy Court, the continuation of
their businesses as going concerns is contingent upon, among other things, the
ability to formulate a plan of reorganization which will gain approval of the
creditors and confirmation by the Bankruptcy Court. The filing under chapter 11
and the continued uncertainty related to claims associated with the Company's
sale of asbestos products and certain other litigation as discussed in the
following paragraph, raise substantial doubt about the Company's ability to
continue as a going concern. The aforementioned financial statement schedules do
not include any adjustments that may be required in connection with
restructuring the Company and its subsidiaries as they reorganize under chapter
11 of the United States Bankruptcy Code.
As discussed in Notes B and L to the consolidated financial statements, the
consolidated financial statements include an estimated liability related to
claims associated with the Company's sale of asbestos products. The final
resolution of actual amounts, however, is dependent upon future events, the
outcome of which is not fully determinable at the present time. In addition, as
discussed in Note M, the Company is a defendant is various other litigation.
Although provisions have been made for these matters, the final outcomes and
their effect on the Company's consolidated financial statement are not presently
determinable.
/s/ KPMG Peat Marwick
Cincinnati, Ohio
February 2, 1994
22
25
SCHEDULE V
EAGLE-PICHER INDUSTRIES, INC.
PROPERTY, PLANT AND EQUIPMENT
THREE YEARS ENDED NOVEMBER 30, 1993
(IN THOUSANDS OF DOLLARS)
BALANCE OTHER
AT CHANGES- BALANCE
BEGINNING ADD AT END
OF ADDITIONS (DEDUCT) OF
CLASSIFICATION PERIOD AT COST RETIREMENTS(1) (2) PERIOD
- ---------------------------------------- -------- --------- -------------- -------- --------
YEAR ENDED NOVEMBER 30, 1993
Land and land improvements......... $ 11,322 $ 486 $ 22 $ (126 ) $ 11,660
Buildings.......................... 75,520 1,591 653 (709 ) 75,749
Machinery and equipment............ 243,851 17,220 6,835 (1,548 ) 252,688
Transportation equipment........... 3,826 785 519 (46 ) 4,046
Furniture and fixtures............. 16,110 3,229 953 (189 ) 18,197
Construction in progress........... 8,191 5,201 -- -- 13,392
-------- --------- -------------- -------- --------
$358,820 $28,512 $ 8,982 $(2,618 ) $375,732
-------- --------- -------------- -------- --------
-------- --------- -------------- -------- --------
YEAR ENDED NOVEMBER 30, 1992
Land and land improvements......... $ 11,234 $ 345 $ 333 $ 76 $ 11,322
Buildings.......................... 76,171 1,006 1,811 154 75,520
Machinery and equipment............ 234,249 16,026 7,168 744 243,851
Transportation equipment........... 3,681 942 786 (11 ) 3,826
Furniture and fixtures............. 14,134 2,268 336 44 16,110
Construction in progress........... 7,195 996 -- -- 8,191
-------- --------- -------------- -------- --------
$346,664 $21,583 $ 10,434 $ 1,007 $358,820
-------- --------- -------------- -------- --------
-------- --------- -------------- -------- --------
YEAR ENDED NOVEMBER 30, 1991
Land and land improvements......... $ 11,887 $ 220 $ 783 $ (90 ) $ 11,234
Buildings.......................... 75,683 6,870 5,979 (403 ) 76,171
Machinery and equipment............ 242,594 16,395 23,423 (1,317 ) 234,249
Transportation equipment........... 3,886 352 540 (17 ) 3,681
Furniture and fixtures............. 14,119 2,441 2,099 (327 ) 14,134
Construction in progress........... 9,458 (1,952) 311 -- 7,195
-------- --------- -------------- -------- --------
$357,627 $24,326 $ 33,135 $(2,154 ) $346,664
-------- --------- -------------- -------- --------
-------- --------- -------------- -------- --------
- ---------------
(1) Includes $27,256 related to sales or dispositions of operations in 1991.
(2) Represents reclassifications, adjustments and foreign currency translations.
23
26
SCHEDULE VI
EAGLE-PICHER INDUSTRIES, INC.
ACCUMULATED DEPRECIATION, DEPLETION AND
AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
THREE YEARS ENDED NOVEMBER 30, 1993
(IN THOUSANDS OF DOLLARS)
BALANCE OTHER
AT ADDITIONS CHANGES- BALANCE
BEGINNING CHARGED TO ADD AT END
OF COSTS AND (DEDUCT) OF
DESCRIPTION PERIOD EXPENSES RETIREMENTS(1) (2)(3) PERIOD
- ---------------------------------------- -------- ---------- -------------- ------------ --------
YEAR ENDED NOVEMBER 30, 1993
Land improvements.................. $ 4,430 $ 314 $ 17 $ (15) $ 4,712
Buildings.......................... 34,868 3,096 463 (141) 37,360
Machinery and equipment............ 172,234 18,123 5,047 (893) 184,417
Transportation equipment........... 2,657 558 439 (23) 2,753
Furniture and fixtures............. 10,709 2,416 922 (114) 12,089
-------- ---------- -------------- ------------ --------
$224,898 $ 24,507 $ 6,888 $ (1,186) $241,331
-------- ---------- -------------- ------------ --------
-------- ---------- -------------- ------------ --------
YEAR ENDED NOVEMBER 30, 1992
Land improvements.................. $ 4,348 $ 317 $ 246 $ 11 $ 4,430
Buildings.......................... 33,061 3,267 1,564 104 34,868
Machinery and equipment............ 159,746 17,773 5,338 53 172,234
Transportation equipment........... 2,768 521 629 (3) 2,657
Furniture and fixtures............. 8,765 2,282 358 20 10,709
-------- ---------- -------------- ------------ --------
$208,688 $ 24,160 $ 8,135 $ 185 224,898
-------- ---------- -------------- ------------ --------
-------- ---------- -------------- ------------ --------
YEAR ENDED NOVEMBER 30, 1991
Land improvements.................. $ 4,579 $ 306 $ 527 $ (10) $ 4,348
Buildings.......................... 33,858 3,173 3,921 (49) 33,061
Machinery and equipment............ 161,917 17,524 17,983 (1,712) 159,746
Transportation equipment........... 2,774 440 435 (11) 2,768
Furniture and fixtures............. 7,766 2,199 1,067 (133) 8,765
-------- ---------- -------------- ------------ --------
$210,894 $ 23,642 $ 23,933 $ (1,915) $208,688
-------- ---------- -------------- ------------ --------
-------- ---------- -------------- ------------ --------
- ---------------
(1) Includes $20,172 related to sales or dispositions of operations in 1991.
(2) Represents reclassifications, adjustments and foreign currency translations.
(3) For 1991, includes the reversal of a $1,798 reserve set up in 1990 for
future disposition of assets; those assets were sold in 1991.
24
27
SCHEDULE X
EAGLE-PICHER INDUSTRIES, INC.
SUPPLEMENTARY INCOME STATEMENT INFORMATION
THREE YEARS ENDED NOVEMBER 30, 1993
(IN THOUSANDS OF DOLLARS)
COL. B
-------------------------------
CHARGED TO COSTS AND EXPENSES
COL. A -------------------------------
ITEM 1993 1992 1991
------- ------- -------
Maintenance and repairs............................. $21,314 $19,138 $18,907
------- ------- -------
------- ------- -------
25
28
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT NUMBER PAGE PAGE NO.
- ----------------- ------ ----------
3(i) -- Articles of Incorporation*
3(ii) -- Code of Regulations*
4(a) -- Form of Indenture, $50,000,000 9% Sinking Fund
Debentures due March 1, 2017*
4(b) -- Credit and Agency Agreement, dated as of
November 5, 1992*
10(a),(b) -- Eagle-Picher Industries, Inc. Stock Option Plans
of 1983, and 1990*
10(c) -- Eagle-Picher Supplemental Executive Retirement
Plan*
11 -- Statement re Calculation of Average Number of 44
Shares
13 -- Excerpts from Annual Report to Security Holders 45
for Fiscal Year 1993
21 -- Subsidiaries of the Registrant 90
23 -- Independent Auditors' Consent 94
24(a),(b) -- Powers of Attorney 95
99 -- Plants and Locations 98
- ---------------
* Incorporated by reference. See pages 33-36 above.
26