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THIS IS AN ELECTRONIC CONFIRMING COPY OF A DOCUMENT FILED ON MARCH 31, 1994.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
-----------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _______________ to _______________
Commission file number 1-6016
--------------
THE ALLEN GROUP INC.
- ------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 38-0290950
- ------------------------------- -----------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
25101 Chagrin Boulevard, Beachwood, Ohio 44122
- ---------------------------------------- ------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (216) 765-5818
------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
------------------- ------------------------
Common Stock, $1 par value New York Stock Exchange
Pacific Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Pacific Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, 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 ]
As of March 4, 1994, there were 26,009,314 shares of the Registrant's Common
Stock outstanding, and the aggregate market value (based upon the last sale
price of the Registrant's Common Stock on the New York Stock Exchange Composite
Tape on March 4, 1994) of the Registrant's Common Stock held by nonaffiliates
of the Registrant was $399,893,203.
Exhibit Index is on page 18 of this Report.
DOCUMENTS INCORPORATED BY REFERENCE
Annual Report to Stockholders for fiscal year ended December 31, 1993
incorporated by reference into Parts I and II hereof.
Proxy Statement dated March 17, 1994 for Annual Meeting of Stockholders to be
held April 28, 1994 incorporated by reference into Part III hereof.
Page 1 of 166 Pages.
Exhibit Index is on Page 18.
2
THE ALLEN GROUP INC.
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FORM 10-K
---------
(For the fiscal year ended December 31, 1993)
TABLE OF CONTENTS
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Page
----
PART I
Item 1 - Business ................................................. 3
Item 2 - Properties ............................................... 8
Item 3 - Legal Proceedings ........................................ 8
Item 4 - Submission of Matters to a Vote of Security Holders ...... 8
Executive Officers of The Registrant ............................... 9
PART II
Item 5 - Market for Registrant's Common Equity and Related
Stockholder Matters ...................................... 10
Item 6 - Selected Financial Data .................................. 10
Item 7 - Management's Discussion and Analysis of Financial
Condition and Results of Operations ...................... 10
Item 8 - Financial Statements and Supplementary Data .............. 10
Item 9 - Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure ...................... 10
PART III
Item 10 - Directors and Executive Officers of the Registrant ....... 11
Item 11 - Executive Compensation ................................... 11
Item 12 - Security Ownership of Certain Beneficial Owners
and Management ........................................... 11
Item 13 - Certain Relationships and Related Transactions ........... 11
PART IV
Item 14 - Exhibits, Financial Statement Schedules, and
Reports on Form 8-K ...................................... 12
SIGNATURES ............................................................ 16
EXHIBIT INDEX ......................................................... 18
-2-
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THE ALLEN GROUP INC.
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FORM 10-K
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PART I
------
ITEM 1 - BUSINESS
-----------------
GENERAL
- -------
The Allen Group Inc. ("Allen", the "Company" or the "Registrant") was
incorporated under the laws of the State of Delaware on February 3, 1969. Its
predecessor was Allen Electric and Equipment Company, incorporated under the
laws of the State of Michigan on January 13, 1928, which merged into the
Delaware corporation on May 1, 1969. On May 5, 1972, the name of the Company
was changed to The Allen Group Inc.
The business of Allen and its subsidiaries includes Mobile
Communications Products, Automotive Test and Service and Truck Products.
On June 11, 1993, Allen sold its Allen Testproducts division and
related wholly owned leasing subsidiary, The Allen Group Leasing Corp.
("Leasing"), to SPX Corporation ("SPX"). Allen Testproducts manufactured and
sold automotive engine diagnostic and emission test equipment for the
automotive service industry and provided product financing through Leasing. At
the closing, Allen received $21,000,000 in cash and an 8% subordinated note of
SPX, dated June 11, 1993, in the amount of $19,737,000. Additional information
regarding this divestiture is incorporated herein by reference to "Acquisitions
and Dispositions" in Note 10 of the Notes to Consolidated Financial Statements
on page 26 of Allen's 1993 Annual Report to Stockholders, a copy of which is
filed as Exhibit 13 to this Report.
There have been no other significant changes in the business, kinds of
products produced or services rendered or in the markets or methods of
distribution since the beginning of the last fiscal year.
MOBILE COMMUNICATIONS PRODUCTS
- ------------------------------
Allen's Mobile Communications Products segment is principally
comprised of Allen Telecom Group ("ATG") and Comsearch. In early 1993, Allen's
Antenna Specialists, Decibel Products, Grayson Electronics Company and db
Mobile business units were reorganized to form ATG in order to better serve
ATG's customers and to develop broader name recognition in the industry.
ATG's principal product lines are systems products, including
Extend-A-Cells trademark, microcells, paging repeaters and power amplifiers;
site management and base station products, including filters, combiners,
duplexers, isolators and cable; and mobile and base station antennas. The
demand for equipment supplied by ATG is primarily a function of the development
of wireless communications systems throughout the world, and ATG's ability to
develop new products and technology related to system coverage and capacity.
Comsearch is a leading provider of transmission planning services for
microwave, satellite, cellular, SMR and PCS communications. Over the last two
years, Comsearch has become a leading provider of engineering services and
software to the cellular and PCS markets.
During 1993, the Company increased its investment in other wireless
communication technologies in the form of loans, advances and/or direct
minority equity investments in order to broaden its expertise in this industry.
ATG acquired substantially all of the assets of TSR Technologies, Inc., which
supplies test equipment and measuring systems in cellular and paging markets,
and designs proprietary software to monitor cellular and paging activity.
Allen also has invested $1.0 million in Alven Capital Corporation, which is
engineering rural telephony systems, and over $1 million in Encompass, Inc.,
which is a PCS consulting company. Allen also maintains a 14% equity ownership
interest in RF Micro Devices Inc., which manufactures radio frequency
integrated circuits for various communications products.
-3-
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In 1993, sales of the Mobile Communications Products segment increased
nearly $55 million, or 43%, over 1992, primarily due to the full year effect of
the acquisition of Alliance Telecommunications Corporation in July 1992, and
sustained growth of existing telecommunication products.
Mobile communication products are manufactured or assembled by the
Company, and are sold directly or through distributors and sales
representatives to original equipment manufacturers, common carriers and other
large users of telecommunication products.
In 1993, 11% of sales in the Mobile Communications Products segment
were made to Motorola, Inc.
AUTOMOTIVE TEST AND SERVICE
- ---------------------------
Allen's Automotive Test and Service segment now consists solely of its
wholly owned subsidiary, MARTA Technologies, Inc. ("MARTA"), which is engaged
in the centralized automotive emissions testing business. The Company's former
Allen Testproducts division, which manufactured, sold and leased automotive
diagnostic and emissions testing equipment, was divested during 1993.
MARTA designs, builds and operates centralized automotive emissions
testing programs under long-term contracts with state governments, and is one
of only five major companies that has the necessary capabilities and experience
for such programs. Due to more stringent air quality standards mandated by the
1990 Amendments to the Federal Clean Air Act, it is expected that approximately
100 million cars will be subjected to biennial emissions testing. Generally,
each of these emissions testing programs is structured so that once awarded,
the company awarded the program (such as MARTA) is responsible for purchasing
the land, constructing the testing facilities, equipping the sites with
analytical and computer equipment, hiring and training personnel and eventually
operating the program. It is not until a program begins to operate (typically
under a multi-year sole source contract) that revenue (generally on a fixed
fee, cash per test basis, except for the State of Maryland program which is an
annual fixed fee received monthly from the State) begins to be generated.
During 1993, MARTA was awarded two programs: the El Paso region of Texas and
the State of Maryland. These two programs are scheduled to begin operations on
January 1, 1995. In addition, MARTA currently has five bids outstanding and
anticipates bidding on other programs in 1994. The timing and number of new
centralized emissions testing programs placed for bid are dependent upon the
enactment of state legislation and resultant issuance of a request for
proposal. Any delay in legislation or the issuance of proposals will
necessarily delay the start-up of the operating phase of such programs. MARTA
also operates an emissions inspection program in Jacksonville, Florida, which
currently accounts for 100% of its revenue.
The State of Maryland program requires a capital commitment of
approximately $48 million ($3.6 million expended in 1993); however, under the
terms of the contract, the State will purchase the capital assets from the
Company for cash on or before the January 1, 1995 start-up date. The El Paso
region of Texas program requires a capital investment of approximately $8.0
million ($0.6 million expended in 1993). The Company anticipates significant
opportunity for MARTA as it bids additional programs throughout 1994. The
Company intends to finance such programs through MARTA but still may make
considerable equity investments or guarantees on behalf of MARTA.
TRUCK PRODUCTS
- --------------
Allen manufactures and sells heavy-duty radiators and specialty heat
exchangers for trucks and off-highway equipment through its G & O Manufacturing
Company division. Allen also produces steel parts manufactured primarily to
customers' specifications, such as truck fenders, cabs and battery boxes,
specialized interiors installed in utility trucks and vans, and custom sheet
metal fabrications, through its Crown divisions. These products are sold by
Allen's own sales employees and commissioned sales representatives to major
automotive, truck and off-road equipment manufacturers, major delivery
services and others.
-4-
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During 1993, Allen's Crown division relocated production of its
four-door pickup truck cabs and dual rear wheel conversions from Canada to a
new facility located near Louisville, Kentucky. During 1993, the Company
manufactured certain truck products in Canada, which accounted for 27% of sales
in this industry segment and 9% of Allen's total sales in 1993.
Ford Motor Company and PACCAR Inc. accounted for 37% and 13%,
respectively, of sales in the Truck Products segment in 1993.
JOINT VENTURE OPERATIONS
- ------------------------
The Company, along with Handy & Harman, participates in a 50/50 joint
venture partnership, GO/DAN Industries, which is accounted for under the equity
method. GO/DAN Industries is engaged in the manufacture and sale of automotive
replacement radiators and other heat transfer products. GO/DAN Industries was
organized on June 1, 1990, at which time Allen and Handy & Harman each
transferred to the joint venture certain assets, net of related liabilities,
relating to such business.
WORKING CAPITAL
- ---------------
The working capital requirements of the Company vary with its
particular product lines. Truck Products are generally manufactured on an "as
ordered" basis; therefore, large inventories are generally not maintained nor
is the amount of product returned significant. The remaining manufacturing
product lines of the Company consist of standard manufactured products for
which inventory levels are generally based on product demand.
The most significant capital requirement for the Company will be for
the expansion of MARTA. As previously noted, MARTA was awarded two programs in
1993. The Maryland program requires a capital commitment of approximately
$48.0 million ($3.6 million expended in 1993); however, under the terms of the
contract between the State of Maryland and MARTA, the State will purchase the
capital assets from the Company, for cash, on or before the January 1, 1995
start-up date. Interim construction financing has been established by MARTA
through two banking institutions. The El Paso region of Texas program requires
a capital investment of approximately $8.0 million ($.6 million expended in
1993), and the Company anticipates arranging project supported financing prior
to its January 1, 1995 start-up date. The Company continues to see significant
opportunity for MARTA as it bids additional programs throughout 1994. The
Company anticipates financing such programs through MARTA, but still may make
considerable equity investments or guarantees on behalf of MARTA. MARTA has
available credit lines with three banks, each in the amount of $20.0 million,
and such lines expire in September 1994. Additional capital requirements will
depend upon any new emissions programs being awarded to MARTA.
COMPETITION
- -----------
In each of Allen's industry segments, competition is vigorous. In its
centralized emissions testing inspection program product line, the Company
presently has four principal competitors. The primary means of competition and
the selection of a contractor by the governmental agency are experience,
technological capability, financial resources and price. The Company believes
that it has established a major market position in the United States for mobile
cellular telephone antennas, where competition is distributed among many
manufacturers. In its other product lines, the Company believes that it is
among the major manufacturers and that competition is widely distributed.
Allen's principal methods of competition include price, service, warranty,
market availability and product research and development, innovation and
performance. In certain of its product lines, the Company has augmented its
own resources through licensing agreements with companies possessing
complementary resources and technologies.
-5-
6
MAJOR CUSTOMERS
- ---------------
Except as noted in the preceding industry segment descriptions, there
is no single customer or group of a few customers for which the loss of any one
or more would have a material adverse effect on any industry segment or on the
Company. The remainder of Allen's sales is widely distributed among many
customers.
BACKLOG
- -------
The approximate backlogs for the Company's continuing operations by
industry segment as of December 31, 1993 and 1992 are as follows (amounts in
thousands):
1993 1992
---- ----
Automotive Test and Service $ 67,176 $ 15,031
Truck Products 19,544 17,337
Mobile Communications Products 20,082 14,436
------- -------
106,802 46,804
Automotive Test and Service
backlog not expected to be filled within
one year (64,376) (12,298)
------ ------
Backlog expected to be filled in succeeding
fiscal year $ 42,426 $ 34,506
======== ========
The increase in the Automotive Test and Service backlog represents the award of
two emission testing contracts to MARTA (the El Paso region of Texas and the
State of Maryland) in 1993. The increase in backlog for Mobile Communications
Products represents increased orders for systems and site management products.
With the exception of Automotive Test and Service, all 1993 backlog is expected
to be completely filled within the 1994 fiscal year.
PRODUCTION, RAW MATERIALS AND SUPPLIES
- --------------------------------------
In addition to manufacturing certain products, Allen also assembles at
its facilities certain components manufactured for it by non-affiliated
companies. The principal materials used in the production of Allen's products
are steel, copper, brass, zinc, aluminum, plastics, rubber, nickel and
electronic components. These materials are purchased regularly from several
domestic and foreign producers and have been generally available in sufficient
quantities to meet Allen's requirements, although occasionally shortages have
occurred. A significant portion of the copper and brass used by the Company in
the manufacture of truck radiators is sourced from a foreign manufacturer; the
Company believes that the risk, if any, inherent in this arrangement is no
greater than in any of its other raw material sources. The Company believes
that the supplies of materials through the end of 1994 will be adequate.
PATENTS, LICENSES AND FRANCHISES
- --------------------------------
The Company owns a number of patents, trademarks and copyrights and
conducts certain operations under licenses granted by others. Although the
Company does not believe that the expiration or loss of any one of these would
materially affect its business considered as a whole or the operations of any
industry segment, it does consider certain of them to be important to the
conduct of its business in certain product lines. In 1991, a United States
Federal Court found that an overseas manufacturer had willfully infringed the
Company's patent on its On-Glass registered trademark cellular telephone
antennas. The Company believes that the court affirmation of the validity
of its patent has slowed the entrance of infringing foreign-manufactured
products into the United States. Business franchises and concessions are
not of material importance to Allen's industry segments.
-6-
7
RESEARCH AND DEVELOPMENT
- ------------------------
The Company is engaged in research and development activities
(substantially all of which are Company-sponsored) as part of its ongoing
business. The Company is continuing to emphasize the development of specialty
products and accessories to serve the cellular telephone and mobile
communications markets. Currently, these are not at a stage that would require
a material investment in assets. For additional information, see "Research and
Development Expenses" in Note 1 of Notes to Consolidated Financial Statements
on page 17 of Allen's 1993 Annual Report to Stockholders, a copy of which is
filed as Exhibit 13 to this Report.
ENVIRONMENTAL CONTROLS
- ----------------------
The Company is subject to federal, state and local laws designed to
protect the environment and believes that, as a general matter, its policies,
practices and procedures are properly designed to prevent unreasonable risk of
environmental damage and financial liability to the Company. Additional
information regarding environmental issues is incorporated herein by reference
to the last paragraph of Note 6, "Commitments and Contingencies", of the Notes
to Consolidated Financial Statements on page 22 of Allen's 1993 Annual Report
to Stockholders, a copy of which is filed as Exhibit 13 to this Report.
EMPLOYEES
- ---------
As of December 31, 1993, Allen had approximately 2,500 employees.
SEASONAL TRENDS
- ---------------
Generally, the Company's sales are not subject to significant seasonal
variations; however, sales and earnings for ATG tend to be lower in the first
fiscal quarter due to lower base station antenna installations. In addition,
earnings typically tend to be lower during the first half of the year due to
the seasonality of the Company's GO/DAN Industries joint venture.
INDUSTRY SEGMENTS, CLASSES OF PRODUCTS, FOREIGN OPERATIONS AND EXPORT SALES
- ---------------------------------------------------------------------------
Information relating to the Company's industry segments, classes of
similar products or services, foreign and domestic operations and export sales
is incorporated herein by reference to "Segment Sales and Income" on page 12,
"Industry Segment and Geographic Data" in Note 9 of the Notes to Consolidated
Financial Statements on page 26, and the information presented in the charts on
pages 30 to 33, of the Company's 1993 Annual Report to Stockholders, a copy of
which is filed as Exhibit 13 to this Report.
With the transfer of its manufacturing operations from Canada to the
United States as set forth under "BUSINESS - Truck Products" on pages 4 to 5 of
this Report, and except with respect to ATG's Mexican operations which supplies
mobile antennas to ATG, Allen engages in no material manufacturing operations
in foreign countries, and no material portion of Allen's sales currently is
derived from such operations. In addition, the Company's 50/50 joint venture,
GO/DAN Industries, has a manufacturing facility located in Mexico. With the
opportunities represented by the rapid deployment of cellular telephony systems
throughout the world, the Company has seen extensive growth in international
markets and export sales have increased from $33 million in 1992 to over $57
million in 1993. This growth has encouraged the Company to continue to expand
the size and number of its international sales and service offices. In the
opinion of management, any risks inherent in Allen's existing foreign
operations and sales are not substantially different than the risks inherent in
its domestic operations and sales.
-7-
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ITEM 2 - PROPERTIES
-------------------
At December 31, 1993, Allen's continuing operations were conducted in
31 facilities in 13 states, Canada (the Company exited its principal Canadian
manufacturing facility in 1994) and Mexico. In addition, ATG maintains sales
offices in Australia, Germany, the United Kingdom and Singapore. Allen
occupies approximately 1,463,000 square feet of space for manufacturing,
fabrication, assembly, centralized automotive emissions testing, warehousing,
research and development and administrative offices. Approximately 440,000
square feet are rented under operating leases, and the remainder is owned.
Principal domestic facilities are located in Ohio, Connecticut, Florida,
Kentucky, Mississippi, Texas, and Virginia. In Ontario, Canada, Allen formerly
occupied approximately 96,000 square feet; in Reynosa, Mexico, Allen owns
approximately 59,000 square feet.
Information concerning the Company's properties by industry segment at
December 31, 1993 is as follows (amounts in thousands):
Square Footage
------------------------------------------------
Domestic Foreign
-------- -------
Owned Leased Owned Leased Total
----- ------ ----- ------ -----
Automotive Test and Service 26 20 - - 46
Truck Products 688 157 - 96 941
Mobile Communications Products 250 152 59 2 463
General Corporate - 13 - - 13
----- ----- ----- ----- -----
964 342 59 98 1,463
===== ===== ===== ===== =====
Allen's machinery, plants, warehouses and offices are in good
condition, reasonably suited and adequate for the purposes for which they are
presently used and generally are fully utilized.
In addition to the above, Allen owns four manufacturing facilities
that had been utilized by its former discontinued operations and automotive
replacement radiator businesses. Three of these facilities (totalling 185,000
square feet) are currently under short-term leases, including a facility leased
to the purchaser of the automated manufacturing product line, a facility leased
to GO/DAN Industries (an affiliated joint venture) and a facility leased (with
an option to purchase) to an independent third party. The fourth facility,
with an aggregate of 48,000 square feet, is currently vacant and being held for
sale.
ITEM 3 - LEGAL PROCEEDINGS
--------------------------
The information required by this Item is incorporated herein by
reference to the fourth paragraph of Note 6, "Commitments and Contingencies",
of the Notes to Consolidated Financial Statements on page 22 of the
Registrant's 1993 Annual Report to Stockholders, a copy of which is filed as
Exhibit 13 to this Report.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------
Not applicable.
-8-
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EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------
The following list sets forth the names of the executive officers (as
defined under rules promulgated by the Securities and Exchange Commission) of
Allen, their ages and business experience during at least the last five years.
ROBERT G. PAUL - President and Chief Executive Officer; age 52.
Mr. Paul has been President and Chief Executive Officer of the Company
since February 1991. He was President and Chief Operating Officer of the
Company from December 1989 to February 1991, Senior Vice President-Finance
from April 1987 to December 1989, Vice President-Finance from January 1987 to
April 1987 and a Vice President from 1974 to January 1987. He also was
President of the Antenna Specialists Company division of the Company from 1978
to June 1990. Mr. Paul joined the Company in 1970 as an Assistant to the
President and also served as Assistant Treasurer from 1970 to 1972. He was
elected Treasurer in 1972 and Vice President and Treasurer of Allen in 1974.
Mr. Paul was appointed Vice President-Finance and Administration of the Antenna
Specialists Company division of Allen's subsidiary, Orion Industries, Inc. (a
predecessor of ATG), in 1976, its Vice President-Operations in 1977 and its
President in 1978, while continuing as a Vice President of Allen.
ROBERT A. YOUDELMAN - Senior Vice President-Finance and Chief Financial
Officer; age 52.
Mr. Youdelman joined the Company in 1977 as Director of Taxes. In
February 1980 he was elected Vice President-Taxation, and in December 1989 was
elected Senior Vice President-Finance and Chief Financial Officer. Mr.
Youdelman is an attorney.
FRANK J. HYSON - Vice President; age 61.
Mr. Hyson joined Allen in 1973 as Vice President-Finance of the
Company's Crown Divisions and was appointed President of Crown in 1976. He was
elected a Vice President of Allen in September 1987.
ERIK H. VAN DER KAAY - Vice President; age 53.
Mr. van der Kaay joined the Company in 1990 as President of the
Antenna Specialists Company division of Allen's subsidiary, Orion Industries,
Inc. He was elected Vice President of Allen in February 1993. Prior to
joining Allen, Mr. van der Kaay was the Chief Executive Officer of Millitech
Corporation, a developer and manufacturer of milliliter communication
components and systems, South Deerfield, Massachusetts, from 1988 to 1990, and
Group Vice President of Telecommunications at Avantek Inc., a developer and
manufacturer of microwave radios and CATV systems, Santa Clara, California,
from 1984 to 1988.
JAMES L. LEPORTE, III - Vice President and Controller; age 39.
Mr. LePorte joined the Company in 1981 as Senior Financial Analyst.
In 1983, he was appointed Manager of Financial Analysis, and, in 1984, was
named Assistant Controller. In April 1988, Mr. LePorte was elected Controller
of the Company and in December 1990 was elected a Vice President.
JOHN C. MARTIN, III - Vice President and Treasurer; age 41.
Mr. Martin joined the Company in 1979 as a Senior Business Analyst and
was appointed Manager, International Business Development in 1984 and Director,
Corporate Development in 1987. He was elected Treasurer in April 1988 and a
Vice President in September 1991.
MCDARA P. FOLAN, III - Secretary and General Counsel; age 35.
Mr. Folan joined the Company in August 1992 as Corporate Counsel and
was elected Secretary and General Counsel in September 1992. Prior to joining
Allen, Mr. Folan was affiliated with the law firm of Jones, Day, Reavis and
Pogue, Cleveland, Ohio, from September 1987 to August 1992. Mr. Folan is an
attorney.
There is no family relationship between any of the foregoing officers. All
officers of Allen hold office until the first meeting of directors following
the annual meeting of stockholders and until their successors have been elected
and qualified.
-9-
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PART II
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ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
------------------------------------------------------------------------------
The information required by this Item is incorporated herein by
reference to the eighth paragraph of Note 2 of the Notes to Consolidated
Financial Statements on page 19, and to "Exchange Listings", "Market Price
Range of Common Stock", "Dividends Declared on Common Stock" and "Stockholders"
on page 36, of the Registrant's 1993 Annual Report to Stockholders, a copy of
which is filed as Exhibit 13 to this Report.
ITEM 6 - SELECTED FINANCIAL DATA
--------------------------------
The information required by this Item is incorporated herein by
reference to "Ten Year Summary of Operations" on pages 34 to 35 of the
Registrant's 1993 Annual Report to Stockholders, a copy of which is filed as
Exhibit 13 to this Report.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
------------------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
The information required by this Item is incorporated herein by
reference to pages 30 to 33 of the Registrant's 1993 Annual Report to
Stockholders, a copy of which is filed as Exhibit 13 to this Report.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
----------------------------------------------------
The information required by this Item is incorporated herein by
reference to the Consolidated Statements of Income, Consolidated Balance
Sheets, Consolidated Statements of Cash Flows and Consolidated Statements of
Stockholders' Equity on pages 13 to 16, to the Notes to Consolidated Financial
Statements on pages 17 to 28, and to the "Report of Independent Accountants" on
page 29, of the Registrant's 1993 Annual Report to Stockholders, a copy of
which is filed as Exhibit 13 to this Report.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
---------------------------------------------------------
ACCOUNTING AND FINANCIAL DISCLOSURE
-----------------------------------
Not applicable.
-10-
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PART III
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ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
--------------------------------------------------------
The information required by this Item relating to the Company's
executive officers is included on page 9 hereof under "EXECUTIVE OFFICERS OF
ALLEN" and is incorporated herein by reference to "EXECUTIVE COMPENSATION AND
TRANSACTIONS WITH MANAGEMENT -- Employment, Termination of Employment and Change
of Control Arrangements" on pages 16 to 18 of the Registrant's definitive proxy
statement dated March 17, 1994 filed with the Securities and Exchange
Commission pursuant to Section 14(a) of the Securities Exchange Act of 1934.
The other information required by this Item is incorporated herein by reference
to "ELECTION OF DIRECTORS -- Information Regarding Nominees" on pages 1 to 3 of
the Registrant's definitive proxy statement dated March 17, 1994 filed with the
Securities and Exchange Commission pursuant to Section 14(a) of the Securities
Exchange Act of 1934.
ITEM 11 - EXECUTIVE COMPENSATION
--------------------------------
The information required by this Item is incorporated herein by
reference to "ELECTION OF DIRECTORS -- Compensation Committee Interlocks and
Insider Participation" on page 4, to "ELECTION OF DIRECTORS -- Compensation of
Directors" on pages 4 to 6 and to "EXECUTIVE COMPENSATION AND TRANSACTIONS WITH
MANAGEMENT -- Transactions with Executive Officers and Directors" on page 20 of
the Registrant's definitive proxy statement dated March 17, 1994 filed with the
Securities and Exchange Commission pursuant to Section 14(a) of the Securities
Exchange Act of 1934.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
------------------------------------------------------------------------
The information required by this Item is incorporated herein by
reference to "STOCK OWNERSHIP" on pages 21 to 23 of the Registrant's definitive
proxy statement dated March 17, 1994 filed with the Securities and Exchange
Commission pursuant to Section 14(a) of the Securities Exchange Act of 1934.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------
The information required by this Item is incorporated herein by
reference to "EXECUTIVE COMPENSATION AND TRANSACTIONS WITH MANAGEMENT --
Transactions with Executive Officers and Directors" on page 20, and to "STOCK
OWNERSHIP -- Principal Stockholders" on page 21 of the Registrant's definitive
proxy statement dated March 17, 1994 filed with the Securities and Exchange
Commission pursuant to Section 14(a) of the Securities Exchange Act of 1934.
-11-
12
PART IV
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ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
--------------------------------------------------------------------------
(a)(1) FINANCIAL STATEMENTS OF THE REGISTRANT
--------------------------------------
The Consolidated Financial Statements of the Registrant listed below,
together with the Report of Independent Accountants, dated February 16,
1994, are incorporated herein by reference to pages 13 to 29 of the
Registrant's 1993 Annual Report to Stockholders, a copy of which is filed
as Exhibit 13 to this Report.
Consolidated Statements of Income for the Years Ended December 31,
1993, 1992 and 1991
Consolidated Balance Sheets at December 31, 1993 and 1992
Consolidated Statements of Cash Flows for the Years Ended December
31, 1993, 1992 and 1991
Consolidated Statements of Stockholders' Equity for the Years Ended
December 31, 1993, 1992 and 1991
Notes to Consolidated Financial Statements
Report of Independent Accountants
(2) FINANCIAL STATEMENT SCHEDULES
-----------------------------
The following additional information should be read in conjunction with the
Consolidated Financial Statements of the Registrant described in Item
14(a)(1) above:
FINANCIAL STATEMENT SCHEDULES OF THE REGISTRANT
-----------------------------------------------
Report of Independent Accountants on page 13 of this Report relating
to the financial statement schedules
Schedule VIII - Valuation and Qualifying Accounts and Reserves, on
page 14 of this Report
Schedule X - Supplementary Income Statement Information, of page 15
of this Report
Schedules other than that listed above are omitted because they are not
required or are not applicable, or because the information is furnished
elsewhere in the financial statements or the notes thereto.
(3) EXHIBITS*
--------
The information required by this Item relating to Exhibits to this Report
is included in the Exhibit Index on pages 18 to 23 hereof.
(b) REPORTS ON FORM 8-K
-------------------
None.
______________
*A copy of any of the Exhibits to this Report will be furnished to persons who
request a copy upon the payment of a fee of $.25 per page to cover the
Company's duplication and handling expenses.
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13
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Board of Directors and Stockholders of
The Allen Group Inc.:
Our report on the consolidated financial statements of The Allen Group Inc.
has been incorporated by reference in this Annual Report on Form 10-K from page
29 of the 1993 Annual Report to Stockholders of The Allen Group Inc. In
connection with our audits of such financial statements, we have also audited
the related financial statement schedules listed in the Index on page 12 of
this Form 10-K Annual Report.
In our opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.
/s/ Coopers & Lybrand
COOPERS & LYBRAND
Cleveland, Ohio
February 16, 1994
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14
THE ALLEN GROUP INC.
--------------------
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
--------------------------------------------------------------
FOR THE THREE YEARS ENDED DECEMBER 31, 1993
-------------------------------------------
(AMOUNTS IN THOUSANDS)
----------------------
Column A Column B Column C Column D Column E
- ------------------------------- --------- -------------------- ---------- --------
Additions
Balance -------------------- Balance
at Charged to Charged Deductions at End
Beginning Costs and to Other from of
Description of Period Expenses Accounts Reserves Period
- ------------------------------- --------- ---------- -------- ---------- --------
Allowance for doubtful accounts:
1993 $ 3,543 719 - 2,992(1)(2) $ 1,270
======= ======= ====== ====== =======
1992 $ 1,470 2,416 - 343(1) $ 3,543
======= ======= ====== ====== =======
1991 $ 2,111 465 - 1,106(1)(2) $ 1,470
======= ======= ====== ====== =======
Allowance for credit losses on
lease receivables:
1993 $ 2,221 870 - 3,091(1)(2) $ -
======= ======= ====== ====== =======
1992 $ 1,894 2,100 - 1,773 $ 2,221
======= ======= ====== ====== =======
1991 $ 1,662 1,780 - 1,548 $ 1,894
======= ======= ====== ====== =======
Reserves for losses on lease
receivables sold:
1993 $ 2,232 - - 2,232(2) $ -
======= ======= ====== ====== =======
1992 $ 2,592 808 - 1,168 $ 2,232
======= ======= ====== ====== =======
1991 $ 3,359 532 - 1,299 $ 2,592
======= ======= ====== ====== =======
Reserve for loss on unliquidated
assets of discontinued
European operations:
1993 $ 1,846 - - 1,239(3) $ 607
======= ======= ====== ====== =======
1992 $ 3,037 - - 1,191(3) $ 1,846
======= ======= ====== ====== =======
1991 $ 3,055 913 - 931(3) $ 3,037
======= ======= ====== ====== =======
Reserve for restructuring/
relocation costs:
1993 $ 1,282 - - 672(4) $ 610
======= ======= ====== ====== =======
1992 $ 1,800 250 - 768(4) $ 1,282
======= ======= ====== ====== =======
(1) Represents the write-off of uncollectible accounts, less recoveries.
(2) Includes the elimination of related balances for its Allen Testproducts
division and leasing subsidiary sold in 1993 and its automated
manufacturing equipment operations sold in 1991.
(3) Includes write-off of uncollectible accounts and net transaction
adjustments.
(4) Write-off of restructuring costs against reserve.
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15
THE ALLEN GROUP INC.
--------------------
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
-------------------------------------------------------
FOR THE THREE YEARS ENDED DECEMBER 31, 1993
-------------------------------------------
(AMOUNTS IN THOUSANDS)
----------------------
Column A Column B
- ------------------------------- --------------------------------------
Charged To Costs and Expenses
Item 1993 1992 1991
- ------------------------------- ---- ---- ----
Maintenance and repairs 2,904 2,199 1,394
Taxes, other than payroll and
income taxes 1,769 2,106 1,815
Royalties 3,460 2,476 1,958
Advertising costs 3,642 2,242 1,412
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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.
THE ALLEN GROUP INC.
--------------------
(Registrant)
By /s/ Robert A. Youdelman
----------------------------
Robert A. Youdelman
Senior Vice President-Finance
Date: March 30, 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/ Robert G. Paul March 30, 1994
--------------------------------------------
Robert G. Paul, President, Chief Executive
Officer and Director
(Principal Executive Officer)
/s/ Robert A. Youdelman March 30, 1994
--------------------------------------------
Robert A. Youdelman, Senior Vice President-
Finance (Principal Financial Officer)
/s/ James L. LePorte March 30, 1994
--------------------------------------------
James L. LePorte, Vice President and
Controller (Principal Accounting Officer)
/s/ Wade A. Allen March 30, 1994
--------------------------------------------
Wade W. Allen, Director
March , 1994
--------------------------------------------
George A. Chandler, Director
/s/ Philip Wm. Colburn March 30, 1994
--------------------------------------------
Philip Wm. Colburn, Chairman of the Board
and Director
/s/ Jill K. Conway March 30, 1994
--------------------------------------------
Jill K. Conway, Director
/s/ Albert H. Gordon March 30, 1994
--------------------------------------------
Albert H. Gordon, Director
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17
/s/ William O. Hunt March 30, 1994
------------------------------------------
William O. Hunt, Director
/s/ J. Chisholm Lyons March 30, 1994
------------------------------------------
J. Chisholm Lyons, Director
/s/ Charles W. Robinson March 30, 1994
------------------------------------------
Charles W. Robinson, Director
/s/ Richard S. Vokey March 30, 1994
------------------------------------------
Richard S. Vokey, Director
/s/ William M. Weaver, Jr. March 30, 1994
------------------------------------------
William M. Weaver, Jr., Director
-17-
18
EXHIBIT INDEX
-------------
EXHIBIT NUMBERS PAGES
- --------------- -----
(3) Certificate of Incorporation and By Laws -
(a) Restated Certificate of Incorporation (filed as
Exhibit Number 3(a) to Registrant's Form 10-K
Annual Report for the fiscal year ended December
31, 1984 (Commission file number 1-6016) and
incorporated herein by reference)............... -
(b) Certificate of Designations, Powers, Preferences
and Rights of the $1.75 Convertible Exchangeable
Preferred Stock, Series A (filed as Exhibit Number
3(b) to Registrant's Form 10-K Annual Report for
the fiscal year ended December 31, 1986
(Commission file number 1-6016) and incorporated
herein by reference) ........................... -
(c) Certificate of Amendment of Restated Certificate
of Incorporation (filed as Exhibit Number 3(c) to
Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1987 (Commission file number
1-6016) and incorporated herein by reference) .. -
(d) Certificate of Designations, Powers, Preferences
and Rights of the Variable Rate Preferred Stock,
Series A (filed as Exhibit Number 3(d) to
Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1987 (Commission file number
1-6016) and incorporated herein by reference) .. -
(e) Certificate of Designation, Preferences and Rights
of Series B Junior Participating Preferred Stock
(filed as Exhibit Number 3(e) to Registrant's
Form 10-K Annual Report for the fiscal year
ended December 31, 1987 (Commission file number
1-6016) and incorporated herein by reference) .. -
(f) Certificate Eliminating Variable Rate Preferred
Stock, Series A (filed as Exhibit Number 3(f) to
Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1989 (Commission file
number 1-6016) and incorporated herein by
reference) ..................................... -
(g) Certificate of Amendment of Restated Certificate
of Incorporation................................ 24
(h) Certificate Eliminating $1.75 Convertible
Exchangeable Preferred Stock, Series A.......... 26
(i) By-Laws, as amended through September 10, 1992 (filed
as Exhibit Number 3(g) to Registrant's Form 10-K
Annual Report for the fiscal year ended December 31,
1992 (Commission file number 1-6016) and incorporated
herein by reference)............................ -
(4) Instruments defining the rights of security holders -
(a) Rights Agreement, dated as of January 7, 1988,
between the Registrant and Manufacturers Hanover
Trust Company (filed as Exhibit Number 4 to
Registrant's Form 8-K Current Report dated
January 7, 1988 (Commission file number 1-6016)
and incorporated herein by reference) .......... -
-18-
19
(b) Credit Agreement, dated as of February 17, 1994,
among the Registrant, the Banks signatory thereto,
and Bank of Montreal, as agent........................... 29
Additional information concerning Registrant's long-
term debt is set forth in Note 2 of the Notes to
Consolidated Financial Statements on pages 18 to 19 of
Registrant's 1993 Annual Report to Stockholders, a
copy of which is filed as Exhibit 13 to this Report.
Other than the Credit Agreement referred to
above, no instrument defining the rights of holders
of such long-term debt relates to securities
having an aggregate principal amount in excess
of 10% of the consolidated assets of Registrant
and its subsidiaries; therefore, in accordance
with paragraph (iii) of Item 4 of Item 601(b)
of Regulation S-K, the other instruments
defining the rights of holders of long-term debt
are not filed herewith. Registrant hereby agrees
to furnish a copy of any such other instrument to
the Securities and Exchange Commission upon request.
(10) Material contracts (All of the exhibits listed as material contracts
hereunder are management contracts or compensatory plans or
arrangements required to be filed as exhibits to this Report pursuant
to Item 14(c) of this Report.) -
(a) The Allen Group Inc. 1970 Non-Qualified Stock Option Plan,
as amended April 25, 1978, June 23, 1981 and February 19,
1985 (revised) (filed as Exhibit Number 10(a) to
Registrant's Form 10-K Annual Report for the
fiscal year ended December 31, 1985 (Commission
file number 1-6016) and incorporated herein by
reference)............................................... -
(b) Amendment, dated November 3, 1987, to 1970
Non-Qualified Stock Option Plan (filed as Exhibit
Number 10(b) to Registrant's Form 10-K Annual Report
for the fiscal year ended December 31, 1987 (Commis-
sion file number 1-6016) and incorporated herein by
reference) .............................................. -
(c) The Allen Group Inc. 1982 Stock Plan, as amended
through November 3, 1987 (filed as Exhibit Number 10(c)
to Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1987 (Commission file number
1-6016) and incorporated herein by reference)............ -
(d) Amendment, dated as of December 4, 1990, to 1982 Stock
Plan, as amended (filed as Exhibit No. 10(d) to
Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1990 (Commission file number
1-6016) and incorporated herein by reference) .......... -
(e) Form of Restricted Stock Agreement pursuant to 1982
Stock Plan, as amended (filed as Exhibit No. 10(e) to
Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1990 (Commission file number
1-6016) and incorporated herein by reference) .......... -
(f) The Allen Group Inc. 1992 Stock Plan (filed as Exhibit
No. 10(f) to Registrant's Form 10-K Annual Report for the
fiscal year ended December 31, 1992 (Commission file
number 1-6016) and incorporated herein by reference)..... -
-19-
20
(g) Form of Restricted Stock Agreement pursuant to 1992
Stock Plan (Salary Increase Deferral), dated
November 30, 1993, entered into by the Registrant
with certain executive officers, officers and
division presidents...................................... 111
(h) Form of Restricted Stock Agreement pursuant to 1992
Stock Plan (Salary Increase Deferral), dated
April 28, 1992, entered into by the Registrant with
certain executive officers, officers and division
presidents (filed as Exhibit No. 10(g) to Registrant's
Form 10-K Annual Report for the fiscal year ended
December 31, 1992 (Commission file
number 1-6016) and incorporated herein by
reference)................................................ -
(i) Form of Non-Qualified Option to Purchase Stock
granted to certain directors of the Registrant
on September 12, 1989 (filed as Exhibit Number
10(e) to Registrant's Form 10-K Annual Report
for the fiscal year ended December 31, 1989
(Commission file number 1-6016) and incorporated
herein by reference) ................................... -
(j) The Allen Group Inc. 1994 Non-Employee Directors
Stock Option Plan (filed as Exhibit A to Registrant's
Proxy Statement dated March 17, 1994 (Commission file
number 1-6016) and incorporated herein by reference)...... 119
(k) The Allen Group Inc. Amended and Restated Key
Management Deferred Bonus Plan (incorporating
all amendments through February 27, 1992) (filed as
Exhibit No. 10(i) to Registrant's Form 10-K Annual
Report for the fiscal year ended December 31, 1992
(Commission file number 1-6016) and incorporated
herein by reference)..................................... -
(l) Form of Restricted Stock Agreement pursuant to
1992 Stock Plan and Key Management Deferred
Bonus Plan (filed as Exhibit No. 10(j) to Registrant's
Form 10-K Annual Report for the fiscal year ended
December 31, 1992 (Commission file number 1-6016)
and incorporated herein by reference).................... -
(m) Form of Severance Agreement, dated as of November
3, 1987, entered into by the Registrant with
certain executive officers, officers and division
presidents (filed as Exhibit Number 10(g) to
Registrant's Form 10-K Annual Report for the
fiscal year ended December 31, 1987 (Commission
file number 1-6016) and incorporated herein by
reference) ............................................. -
(n) Form of Amendment, dated December 5, 1989, to
Severance Agreement entered into by the Registrant
with certain executive officers, officers and division
presidents (filed as Exhibit Number 10(j) to
Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1989 (Commission file number
1-6016) and incorporated herein by reference) .......... -
(o) Key Employee Severance Policy adopted by the
Registrant on November 3, 1987 (filed as Exhibit
Number 10(h) to Registrant's Form 10-K Annual
Report for the fiscal year ended December 31, 1987
(Commission file number 6-6016) and incorporated
herein by reference) ................................... -
-20-
21
(p) Amendment, dated May 14, 1991, to Key Employee
Severance Policy adopted by the Registrant on
November 3, 1987 (filed as Exhibit No. 10(n) to
Registrant's Form 10-K Annual Report for the
fiscal year ended December 31, 1992 (Commission
file number 1-6016) and incorporated herein by
reference)............................................. -
(q) Employment Agreement, dated June 28, 1988, between
the Registrant and Philip Wm. Colburn (filed as
Exhibit Number 10(m) to Registrant's Form 10-K
Annual Report for the fiscal year ended December 31,
1988 (Commission file number 1-6016) and incorporated
herein by reference) ................................... -
(r) Amendment, dated as of February 27, 1992, of Employment
Agreement, dated June 28, 1988, between the Registrant
and Philip Wm. Colburn (filed as Exhibit No. 10(p) to
Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1992 (Commission file number
1-6016) and incorporated herein by reference)............ -
(s) Amendment, dated as of February 26, 1991, of
Employment Agreement, dated June 28, 1988, between
the Registrant and Philip Wm. Colburn (filed as
Exhibit Number 10(n) to Registrant's Form 10-K Annual
Report for the fiscal year ended December 31, 1990
(Commission file number 1-6016) and incorporated herein
by reference) .......................................... -
(t) Amended and Restated Post Employment Consulting
Agreement, dated as of December 20, 1990, between
the Registrant and Philip Wm. Colburn (filed as
Exhibit Number 10(o) to Registrant's Form 10-K Annual
Report for the fiscal year ended December 31, 1990
(Commission file number 1-6016) and incorporated herein
by reference) .......................................... -
(u) Amended and Restated Supplemental Pension Benefit
Agreement, dated as of December 20, 1990, between
the Registrant and Philip Wm. Colburn (filed as
Exhibit Number 10(p) to Registrant's Form 10-K Annual
Report for the fiscal year ended December 31, 1990
(Commission file number 1-6016) and incorporated herein
by reference) .......................................... -
(v) Insured Supplemental Retirement Benefit Agreement,
dated as of September 4, 1985, between the Registrant
and Philip Wm. Colburn (filed as Exhibit Number 10(l)
to Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1987 (Commission file number
1-6016) and incorporated herein by reference) .......... -
(w) Split Dollar Insurance Agreement, dated as of July 1,
1991, between the Registrant and Philip Wm. Colburn
(filed as Exhibit No. 10(u) to Registrant's Form 10-K
Annual Report for the fiscal year ended December 31,
1992 (Commission file number 1-6016) and incorporated
herein by reference...................................... -
(x) Supplemental Pension Benefit Agreement, dated
as of December 6, 1983, between the Registrant and
J. Chisholm Lyons (filed as Exhibit Number 10(r) to
Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1983 (Commission file
number 1-6016) and incorporated herein by reference) ... -
-21-
22
(y) Amendment, dated as of December 20, 1990, of
Supplemental Pension Benefit Agreement, dated as of
December 6, 1983, between the Registrant and
J. Chisholm Lyons (filed as Exhibit Number 10(s)
to Registrant's Form 10-K Annual Report for the
fiscal year ended December 31, 1990 (Commission file
number 1-6016) and incorporated herein by reference) ... -
(z) Post Employment Consulting Agreement, dated as of
September 12, 1989, between the Registrant and
J. Chisholm Lyons (filed as Exhibit Number 10(s) to
Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1989 (Commission file number
1-6016) and incorporated herein by reference) .......... -
(aa) Amendment, dated as of December 20, 1990, of
Post Employment Consulting Agreement, dated as of
September 12, 1989, between the Registrant and
J. Chisholm Lyons (filed as Exhibit No. 10(u) to
Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1990 (Commission file number
1-6016) and incorporated herein by reference) .......... -
(bb) Employment Agreement, dated June 25, 1991, between
the Registrant and Robert G. Paul (filed as Exhibit
Number 10(x) to Registrant's Form 10-K Annual
Report for the fiscal year ended December 31, 1991
(Commission file number 1-6016) and incorporated
herein by reference)..................................... -
(cc) Supplemental Pension Benefit Agreement, dated as of
June 25, 1991, between the Registrant and Robert
G. Paul (filed as Exhibit Number 10(y) to Registrant's
Form 10-K Annual Report for the fiscal year ended
December 31, 1991 (Commission file number 1-6016)
and incorporated herein by reference).................... -
(dd) Form of Split Dollar Insurance Agreement, dated as of
November 1, 1991, entered into by the Registrant with
certain executive officers, officers and division
presidents (filed as Exhibit No. 10(bb) to Registrant's
Form 10-K Annual Report for the fiscal year ended
December 31, 1992 (Commission file number 1-6016) and
incorporated herein by reference......................... -
(ee) Form of Supplemental Pension Benefit Agreement, dated
as of February 27, 1992, entered into by the Registrant
with certain executive officers, officers and division
presidents (filed as Exhibit No. 10(cc) to Registrant's
Form 10-K Annual Report for the fiscal year ended
December 31, 1992 (Commission file number 1-6016) and
incorporated herein by reference......................... -
(11) Statement re Computation of Earnings (Loss) Per
Common Share ........................................... 123
(13) 1993 Annual Report to Stockholders* .................... 124
(21) Subsidiaries of the Registrant ......................... 164
(23) Consent of Independent Accountants ..................... 166
___________________________
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23
* Furnished for the information of the Securities and Exchange
Commission and not to be deemed "filed" as part of this Report except
for the Consolidated Financial Statements of the Registrant and the
Accountants' Report on pages 11 to 29 of said Annual Report to
Stockholders and the other information incorporated by reference in
Items 1 and 3 of Part I hereof and Items 5 to 8 of Part II hereof.
A copy of any of these Exhibits will be furnished to persons who request a copy
upon the payment of a fee of $.25 per page to cover the Company's duplication
and handling expenses.
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