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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 29, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 0-23400
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DT INDUSTRIES, INC.
[Exact name of registrant as specified in its charter]
DELAWARE 44-0537828
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Corporate Centre, Suite 2-300
1949 E. Sunshine 65804
Springfield, MO (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (417) 890-0102
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each exchange
Title of each class on which registered
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, par value $.01 per share
Series A Preferred Stock, par value $.01 per share
Preferred Stock Purchase Rights
(Title of each class)
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes. X No.___
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K X .
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As of September 15, 1997, the aggregate market value of the voting stock
held by non-affiliates of the registrant was $346,298,844 (based on the closing
sales price, on such date, of $31.25 per share).
As of September 15, 1997, there were 11,301,875 shares of common stock,
$0.01 par value outstanding.
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DOCUMENTS INCORPORATED BY REFERENCE
Proxy Statement Dated September 29, 1997 (portion)(Part III).
Annual Report to Shareholders for the Fiscal Year Ended June 29, 1997
(portion) (Parts I, II and IV).
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DT INDUSTRIES, INC.
INDEX TO FORM 10-K
Page
Part I
Item 1. Business................................................... 1
Item 2. Properties................................................. 11
Item 3. Legal Proceedings.......................................... 12
Item 4. Submission of Matters to a Vote of Security Holders........ 12
Part II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.................................................... 13
Item 6. Selected Financial Data.................................... 13
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations...................................... 13
Item 8. Financial Statements and Supplementary Data................ 13
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure................................... 13
Part III
Item 10. Directors and Executive Officers of the Registrant......... 14
Item 11. Executive Compensation..................................... 14
Item 12. Security Ownership of Certain Beneficial Owners and
Management................................................. 14
Item 13. Certain Relationships and Related Transactions............. 14
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K................................................... 15
PART I
Item 1. Business
General
DT Industries, Inc. (the "Company" or "DTI") is an engineering-driven
designer, manufacturer and integrator of automated production equipment and
systems used to manufacture, test or package a variety of industrial and
consumer products. The Company is the largest manufacturer of integrated
assembly and test systems for discrete parts, as well as integrated tablet
packaging and processing systems in North America. Substantial growth
opportunities are believed to be provided by certain trends among its customers,
including increased emphasis on manufacturing productivity and flexibility,
concurrent engineering of products and assembly systems, globalization of
manufacturing and markets, vendor rationalization and outsourcing. To capitalize
on these trends, DTI has implemented a business strategy to provide, develop and
acquire complementary technologies and capabilities to supply customers with
integrated processing, assembly, testing and packaging systems for their
products. As part of this strategy, the Company seeks to cross-sell the products
produced by acquired companies through its larger company-wide sales force
providing for greater geographic and customer coverage. The Company operates in
two business segments: Special Machines and Components. Through acquisitions,
internal growth and product development, the Company's Special Machines business
has grown from consolidated net sales of $28.5 million in the fiscal year ended
June 30, 1993 to fiscal 1997 consolidated net sales of $348.6 million. In
addition, the Company's Components business, which produces precision metal
components and wear parts for a broad range of industrial applications, has
grown from consolidated net sales of $22.1 million in fiscal 1993 to
consolidated net sales of $47.5 million in fiscal 1997.
Special Machines Segment. The Special Machines segment's products are used
in the electronics, automotive, pharmaceutical/nutritional, consumer products,
tire, electrical components, appliance, plastics, medical devices, hardware,
cosmetics and many other industries. Sales of these products also produce a
stream of recurring revenues from replacement parts and service as the Company's
substantial installed base of equipment is maintained and upgraded over time.
The Special Machines segment, which accounted for approximately 88% of the
Company's consolidated fiscal 1997 net sales, consists of two groups: DT
Automation and DT Packaging. Each group offers a class of products and services
that complement one another in terms of markets, engineering requirements,
product needs and systems capabilities.
DT Automation. DT Automation designs and builds a complete line of
integrated automated assembly and testing systems. Integrated systems combine a
variety of manufacturing technologies into a complete automated manufacturing
system. Core capabilities of DT Automation include the design and manufacture of
small to large automated assembly systems, high-speed precision assembly
systems, flexible assembly systems, automated resistance and arc welding systems
and large thermoforming systems. The Company is the largest manufacturer of
integrated assembly and test systems for discrete parts in North America.
DT Packaging. DT Packaging designs and builds proprietary machines and
integrated systems used to perform processing and packaging tasks. Core
capabilities of DT Packaging include the design and manufacture of
thermoforming, blister packaging and foam extrusion systems, and a complete line
of tablet processing and packaging systems. The Company is the largest
manufacturer of integrated tablet processing and packaging systems in North
America.
Components Segment. The Components segment, which accounted for
approximately 12% of consolidated fiscal 1997 net sales, stamps and fabricates a
range of standard and custom metal components for the broad range of industries
including heavy trucking, agricultural equipment, textiles, appliance,
recreational products, and other consumer products.
The following table summarizes all of the acquisitions made by the Company,
segregated by business segment and core business group:
ACQUISITION DATE BUSINESS
----------- ---- --------
Special Machines Segment
DT Automation:
Peer Division of Teledyne, Inc. July 1992 Designer and manufacturer of resistance
("Peer") welding systems and related parts
Detroit Tool and Engineering August 1992 Designer and manufacturer of integrated
Company ("DTE") manufacturing systems and custom
equipment, including tools and dies
Advanced Assembly August 1994 Designer, manufacturer and integrator of
Automation, Inc. ("AAA") automated production and testing systems
Assembly Machines, Inc. January 1996 Manufacturer of high-speed assembly systems
("AMI")
Mid-West Automation Enterprises, July 1996 Designer and manufacturer of integrated
Inc. ("Mid-West") precision assembly systems
Hansford Manufacturing September 1996 Designer and manufacturer of integrated
Corporation ("Hansford") precision assembly systems
Lucas Assembly & Test Systems July 1997 Designer, manufacturer and integrator of
("LATS") automated production and testing systems
DT Packaging:
Sencorp Systems, Inc. ("Sencorp") August 1993 Designer and manufacturer of plastics
processing and packaging equipment,
systems and related parts
Stokes-Merrill, Inc. December 1993 Designer and manufacturer of rotary presses,
("Stokes-Merrill") tablet counting equipment and related parts
Lakso Division of Package February 1995 Designer and manufacturer of automated
Machinery Company ("Lakso") packaging machinery, systems and related
parts
Armac Industries, Ltd. ("Armac") February 1995 Designer and manufacturer of plastics
processing and packaging equipment
H.G. Kalish, Inc. ("Kalish") August 1995 Designer, manufacturer and integrator of liquid
filling and tablet packaging systems
Swiftpack Automation Limited November 1995 Designer and manufacturer of packaging
("Swiftpack") equipment primarily for the pharmaceutical
market
Components Segment
Detroit Tool Metal Products Co. August 1992 Manufacturer of custom stamped metal
("DTMP") components
Fred J. Potter Co., Inc. ("Potter") December 1992 Manufacturer of precision wear parts for
industrial knitting machines
Arrow Precision Elements, Inc. September 1995 Manufacturer and distributor of a line of
("Arrow") knitting elements
2
On July 29, 1997, after the close of fiscal 1997, the Company completed the
acquisition of certain of the net assets of LATS, a division of LucasVarity plc
of England, for approximately $49 million. LATS, which has been renamed Assembly
Technology and Test ("ATT"), is a designer and manufacturer of integrated
assembly and testing systems for automotive OEMs and their tier-one suppliers
with manufacturing facilities in the United States, the United Kingdom and
Germany. As part of LucasVarity plc, LATS recorded sales of approximately $112
million for the year ended January 31, 1997.
The Company is a Delaware corporation organized in January 1993 and the
successor to Peer Corporation, Detroit Tool Group, Inc. ("DTG") and Detroit Tool
and Engineering Company. Peer Corporation was organized in June 1992 to acquire
the Peer Division of Teledyne, Inc. and the stock of DTG, the sole stockholder
of DTE and Detroit Tool Metal Products Co. Through the acquisitions described
above, internal growth and product development, the Company has grown from
consolidated net sales of $50.6 million in fiscal 1993 to $396.1 million in
fiscal 1997.
The Company's principal executive offices are located at 1949 E. Sunshine,
Suite 2-300, Springfield, Missouri 65804 and its telephone number is (417)
890-0102.
Business Strategy
The business strategy of DTI is to provide, develop and acquire
complementary technologies and capabilities to supply customers with integrated
assembly, testing and packaging systems for their products. Key elements of the
Company's strategy include the following:
Acquisitions. The assembly, testing and packaging equipment markets are
highly fragmented. Special machines, for example, are characterized by a number
of industry niches in which few manufacturers compete. The Special Machines
segment has established its presence in particular niches through acquisitions,
and the Company intends to pursue additional acquisitions, or strategic
alliances, with companies which are established technical and market leaders.
The Company can provide its customers more complete integrated automation
systems by continuing to expand the breadth of its products and engineering
expertise, a capability the Company believes will enable it to benefit from its
customers' increasing demand for complete systems. Additionally, the Company
will continue to pursue acquisitions, or strategic alliances, with companies
which provide significant potential for cross-selling among the various product
lines and cost savings through more efficient utilization of manufacturing and
engineering capacity.
Product Line Expansion. Through acquisitions, product license arrangements
and strategic alliances, the Company has increased, and plans to continue to
increase, its engineering capabilities and product offerings. DT Packaging now
has the capability to provide customers with fully integrated tablet processing
and packaging systems. DT Automation has increased its assembly systems
capabilities as more fully described in "Markets and Products" below. The
Company's objective is to provide customers with integrated automation solutions
rather than single use equipment. The Company also uses its engineering
expertise and manufacturing capability to develop new products and technology
for markets the Company currently serves and to provide entree into new markets.
Cross-Selling. Substantial cross-selling opportunities exist across the
product lines of the Special Machines segment. As the Company implements its
acquisition strategy and integrates acquired operations, it is able to expand
its product offerings and customer base. Since the inception of the Company's
cross-selling program three years ago, over $70 million in projects have been
developed through cross-selling. The Company expects this growth to continue as
a result of new opportunities created through the awareness and expansion of its
customer base.
3
Engineering Expertise. The Company's engineering strategy is to satisfy the
growing demand for small, medium and large complex, integrated automation
solutions by utilizing the versatile engineering expertise of its Special
Machines businesses. Additionally, the custom tool and die engineering expertise
of the Company's Special Machines segment provides the Components segment with
the ability to offer customers complex precision stamping solutions. The Company
expects to continue to acquire engineering and design expertise through
acquisitions and licensing arrangements.
Manufacturing Synergies. The Company intends to utilize its manufacturing
capacity and engineering capabilities fully by directing work to facilities with
specific capabilities and manufacturing strengths.
International. The Company seeks to increase its international sales
through strategic alliances, international agents, foreign offices and
acquisitions. The Company acquired Canada-based Kalish, and the United
Kingdom-based Swiftpack during fiscal 1996, significantly enhancing its
international packaging presence. Also, continued international sales growth by
DT Packaging has resulted from the strategic alliance with Davis Standard
Corporation for the sales of foam extrusion systems. DT Automation continued to
expand its international presence by forming an alliance with a subsidiary of
Claas KGaA opening a sales and service office in Beelen, Germany. This alliance
also allows the Company to market Claas KGaA's highly regarded automation
systems to the Company's existing customer base. The July 1997 acquisition of
Assembly Technology and Test brings DT Automation a strong international
presence with manufacturing facilities in the United Kingdom and Germany, as
well as the United States. International sales accounted for approximately 30%
of consolidated net sales in fiscal 1997.
Markets and Products
Special Machines. The Special Machines segment designs and builds a
complete line of automated production systems used to manufacture, test or
package products for a range of industries, including electronics, automotive,
pharmaceutical/nutritional, consumer products, tire, electrical components,
appliance, plastics, medical devices, hardware, cosmetics and many others. The
Company also manufactures custom production equipment for specific customer
applications, proprietary machines for specific industrial applications and
integrated systems which may combine features of custom and proprietary
equipment. The Special Machines segment consists of two core business groups: DT
Automation and DT Packaging.
DT Automation. DT Automation designs and builds a complete line of
automated assembly and test systems, special machines and large complex dies.
Sales from DT Automation accounted for approximately 63%, 45% and 45% of
consolidated net sales for fiscal 1997, 1996 and 1995, respectively.
Integrated Systems. Integrated systems combine a wide variety of
manufacturing technologies into a complete automated manufacturing system.
Utilizing advanced computers, robotics, vision systems and other technologies,
the Company provides small to large automated assembly systems, high-speed
precision assembly systems, flexible assembly systems and automated resistance
and arc welding systems for the electronics, automotive, appliance, electrical
components, and hardware industries. The Company's expansion in providing a full
range of integrated, automated systems has been enhanced by the acquisitions of
Mid-West and Hansford in fiscal 1997. These acquisitions offer a variety of
precision assembly equipment to industry, utilizing proprietary modular building
blocks which facilitate time-sensitive, concurrent engineering projects where
changes in tooling and processes can occur in an advanced stage of system design
and standardized components in carousel, in-line and rotary assembly systems.
The acquisition of Assembly Technology and Test in July 1997 further complements
DTI's range of integrated assembly and testing systems applications within the
automotive industry, including a strong European and international presence.
4
Custom Machines. The Company's custom machine building capabilities
include: engineering, project management, machining and fabrication of
components, installation of electrical controls, final assembly and testing. A
customer will usually approach the Company with a manufacturing objective, and
DTI will work with the customer to design, engineer, assemble, test and install
a machine to meet the objective. The customer often retains rights to the design
after delivery of the machine since the purchase contract typically includes the
design of the machine; however, the engineering and manufacturing expertise
gained in designing and building the machine is often reapplied by the Company
in projects for other customers.
RIGO Thermoformers. Under a license agreement with RIGO Group, S.r.l., COMI
S.r.l. and PMM S.r.l., the Company has the rights to use certain deep-draw
thermoforming ("RIGO") technology. The Company is utilizing the RIGO technology
in a line of machines designed to produce the inner liners for refrigerators.
The Company believes the RIGO technology provides significant advantages over
competing technology, such as quicker changeover of tooling, lower material
costs, higher productivity and greater end product efficiency. The license
agreement continues until terminated in accordance with its provisions and may
be terminated by either party upon 90 days' notice to the other.
Automated Resistance and Arc Welding Systems. The Company manufactures and
sells a line of standard resistance welding equipment as well as special
automated welding systems designed and built for specific applications. Marketed
under the brand name Peer(TM), the Company's products are used in the
automotive, appliance and electrical industries to fabricate and assemble
components and subassemblies. The Company's resistance welding equipment is also
used in the manufacture of file cabinets, school and athletic lockers, store
display shelves, metal furniture and material storage products.
Tooling and Dies. The Company possesses considerable expertise in the
design, engineering and production of precision tools and dies. In addition,
personnel trained as tool and die makers often apply their skills to the
manufacture of the Company's special machines.
DT Packaging. The DT Packaging group designs and builds proprietary
machines and integrated systems which are marketed under individual brand names
and manufactured for specific industrial applications using designs owned or
licensed by the Company. Although these machines are generally cataloged as
specific models, they are usually modified for specific customer requirements
and often combined with other machines into integrated systems. Many customers
also request additional accessories and features which typically generate higher
revenues and enhanced profit opportunities. DT Packaging products include
thermoformers, blister packaging systems, extrusion systems, rotary presses and
complete integrated packaging systems. Packaging systems include: bottle
unscrambling, tablet counting, electronic and slat tablet filling, cottoning,
sealing and capping, labeling, collating, cartoning, and liquid and tube
filling. The Company believes this equipment maintains a strong reputation among
its customers for quality, reliability and ease of operation and maintenance.
The Company also sells replacement parts and accessories for its substantial
installed base of machines. Sales from DT Packaging accounted for approximately
25%, 37% and 31% of consolidated net sales for fiscal 1997, 1996 and 1995,
respectively.
Thermoformers. A thermoformer heats plastic material and uses pressure
and/or a vacuum to mold it into a product. Marketed under the brand names
Sencorp(R) and Armac(TM), the Company's thermoformers are used by customers in
North America, Europe and Asia to form a variety of products including:
specialized cups, plates and food containers, trays for food and medical
products and other plastics applications.
The Company's thermoformers are sold primarily to custom formers who use
the machines to create thermoformed items which are sold to a variety of end
users. The Company also sells thermoformers directly to end users, including
large producers of electrical and healthcare products, cosmetics, hardware, and
other consumer products.
The Company produces a line of thermoformers of different sizes, heating
ovens, maximum draw depths and press capacities. Certain thermoformers produced
by the Company feature a fully integrated process control system to regulate the
thermoformer's functions. Depending upon the customer's requirements, the
control system is capable of networking with, or downloading to, the customer's
computers
5
or other equipment and the Company's service center. This on-line diagnostic
capability allows the Company to provide real-time service and support to its
customers.
Blister Packaging Systems. Blister packaging is a common method of
displaying consumer products for sale in hardware stores, convenience stores,
warehouse stores, drug stores and similar retail outlets. Batteries, cosmetics,
hardware items, electrical components, razor blades and toys are among the large
variety of products sold in a clear plastic blister or two-sided package. The
Company designs and manufactures machinery marketed under the brand names
Sencorp(R) and Armac(TM), which performs blister packaging by heat-sealing a
clear plastic bubble, or blister, onto coated paperboard, or by sealing
two-sided packages using heat or microwave technology.
The Company's blister packaging systems are primarily sold to manufacturers
of the end products. These customers, with higher volume production
requirements, may use a thermoformer in-line with a blister sealer to form
blisters, insert their product and seal the package in one continuous process,
referred to as a form/fill/seal configuration. Customers having relatively low
volume production often use a stand-alone blister sealing machine to seal
products in a package using blisters purchased from a custom former.
Extruders. An extrusion process is used to convert plastic resin and
additives into a continuous melt and to force such melt through a die to produce
a desired shape that is then cooled. Marketed under the brand name Sencorp(R),
the Company's foam extruders are used to produce products such as building
insulation, display board, meat trays, bottle wrap protection labels and egg
cartons. The Company's foam extruders are primarily sold to large plastics
companies that use the machines to create end products and sheet products. The
Company also manufactures reclaim extruders which process a variety of plastic
materials from ground form to finished pellet form.
Rotary Presses. The Company is the largest U.S. designer and manufacturer
of rotary tablet presses. The Company designs and manufactures rotary presses
used by customers in the airbag, candy, food supplement, ceramic, ordnance,
specialty chemical, and pharmaceutical industries to produce tablets. Marketed
under the brand name Stokes(TM), the Company's line of rotary presses includes
machines capable of producing 17,000 tablets per minute and other machines
capable of applying up to 40 tons of pressure. Products produced on the
Company's rotary presses include Lifesavers(R), and Breathsavers(R) brand mints,
Centrum(R) brand vitamins and inflation pellets for automotive airbags.
The Company has an agreement with Horn & Noack Pharmatechnick GmbH, for the
purpose of licensing German rotary press technology designed primarily for the
pharmaceutical and nutritional markets. The agreement gives the Company the
exclusive right to manufacture and market this press technology under the
Stokes(TM) brand name in North and Central America and non-exclusively in the
rest of the world, excluding Europe. The Company is marketing the pharmaceutical
press through DT Packaging, a leader in pharmaceutical filling and packaging
systems.
Packaging Systems. The Company designs, manufactures and distributes a
complete line of products utilized for packaging, liquid filling or tube filling
applications. The equipment manufactured by the Company, which includes bottle
unscramblers, slat counters, electronic counters, liquid fillers, cottoners,
cappers and labelers, collators and cartoners, can be sold as an integrated
system or individual units. These machines are marketed under the brand names of
Kalish(TM), Lakso(R), Merrill(R) and Swiftpack and are primarily delivered to
customers in the pharmaceutical, nutritional, food, cosmetic, toy and chemical
industries.
The Company benefits from a substantial installed base of Lakso(R) and
Merrill(R) slat counters in the aftermarket sale of slats. Slat counting
machines use a set of slats to meter the number of tablets or capsules to be
inserted into bottles. Each size or shape of tablet or capsule requires a
different set of slats. In addition, the practice in the pharmaceutical industry
is to use a different set of slats for each product, even if the tablets are the
same size.
Laboratory Machines, Tooling, Parts and Accessories. The Company produces a
line of small scale blister sealers and a line of tablet pressing equipment used
to test new materials and techniques, for quality control, laboratory or other
small run uses. The Company also sells parts and accessories for its proprietary
machines. In addition, the Company designs and builds special tools and dies
used in custom applications of its thermoforming systems, rotary presses and
slat counters.
6
Components. The Company's Components segment produces custom and precision
components for the heavy trucking, agricultural equipment, appliance and
electrical industries, as well as wear parts for the textile industry. Sales
from Components accounted for approximately 12%, 18% and 24% of consolidated net
sales for fiscal 1997, 1996 and 1995, respectively.
Custom Stamping and Fabrication. The Company produces precision-stamped
steel and aluminum components through its stamping and fabrication operations.
The Company's stamping presses range in size from 32 tons to 1,500 tons, giving
the Company the flexibility to stamp flat rolled metal ranging in thickness from
.015 inches to .750 inches. Certain of the Company's presses can accommodate
dies up to 190 inches in length to perform several stamping functions in a
single press.
Through its Special Machines segment, the Company possesses considerable
expertise in the design, engineering and production of precision tools and dies.
The Company produces tools and dies for use in its own blanking and stamping
operations as well as for sale to other industrial customers. The Company
believes its tool and die design and engineering capabilities give it an
important competitive advantage in its Components segment.
Wear Parts. The Company is the only full-line U.S. manufacturer of
precision wear parts for industrial knitting machines. Marketed under the brand
names Potter(TM), Arrow(R), S&W(TM) and DURA-TECH(TM), these products are
components of circular knitting machines which produce tee shirts, socks,
pantyhose and other knit fabrics. The Company's branded products, which are
included as original equipment in certain circular industrial knitting machines
sold in the United States, are consumed in use and must be regularly replaced.
The Company believes that its Potter(TM), Arrow(R), S&W(TM) and DURA-TECH(TM)
products have a reputation for high quality.
Marketing and Distribution
Special Machines. The Company's special machines and systems are sold
primarily through the Company's approximately 75 person direct sales force and
to a lesser extent through manufacturers' representatives and agents. Sales of
special machines and integrated systems require the Company's sales personnel to
have a high degree of technical expertise and extensive knowledge of the
industry served. The Company's sales force consists of specialists in each
primary market in which the Company's special machines are sold. Each of DTE,
Peer, Sencorp, Stokes-Merrill, AAA, Lakso, Armac, Kalish, AMI, Swiftpack
Mid-West, Hansford and ATT has a sales force experienced in the marketing of the
equipment historically produced by each respective business. The Company
believes that cross-selling among the members of the Special Machines segment
and integration of proprietary technology and custom equipment into total
production automation systems for selected industries provide the Company with
expanded sales opportunities.
The Company's special machines are sold throughout the world by more than
65 manufacturers' representatives and sales agents in nearly 50 countries. The
Company has sales and service offices in China, Canada, England and Germany.
International sales continue to grow as the business grows and more resources
are focused in the international arena. International sales were approximately
30% of consolidated net sales for fiscal 1997 compared to 22% and 10% of
consolidated net sales in fiscal 1996 and fiscal 1995, respectively.
Components. The Company's custom stamping products are sold by the
Company's direct sales force. The Company's wear parts are sold to original
equipment manufacturers directly and to the textile industry directly and
through independent domestic distributors.
7
Manufacturing and Raw Materials
Special Machines segment. The principal raw materials and components used
in the manufacturing of the Company's special machines include carbon steel,
stainless steel, aluminum, electronic components, pumps and compressors,
programmable logic controls, hydraulic components, conveyor systems, visual and
mechanical sensors, precision bearings and lasers. The Company is not dependent
upon any one supplier for raw materials or components used in the manufacture of
special machines. Certain customers specify sole source suppliers for components
of custom machines or systems. The Company believes there are adequate
alternative sources of raw materials and components of sufficient quantity and
quality.
DT Automation. Integrated systems to assemble and test various products are
designed and manufactured at the Company's facilities in Illinois, Michigan, New
York, Ohio, Pennsylvania, the United Kingdom and Germany where manufacturing
activity primarily consists of fabrication and assembly and, to a lesser extent,
machining. The facilities in Missouri house the machining, assembly and test
operations primarily used in the manufacture of tools and dies, custom special
machines, RIGO Systems and certain other integrated systems. A facility in
Michigan houses the machining, assembly and test operations used in the
manufacture of resistance welding equipment and systems. A number of
manufacturing technologies are employed at these facilities including:
fabrication of stainless steel, direct numerically controlled machinery,
computer generated surface modeling of contoured components and fully networked
CAD/CAM capabilities.
DT Packaging. Special machines, integrated systems and related parts for
the Company's tablet packaging and liquid-filling equipment are designed and
assembled at the Company's facilities in Massachusetts, Illinois, Canada and the
United Kingdom from components made to the Company's specifications by
unaffiliated vendors. Rotary presses are assembled at the Company's leased
facility in Pennsylvania. Special machines and integrated systems for the
plastics packaging industry are primarily manufactured at the two Company
manufacturing facilities in Massachusetts which include machining, fabrication
and assembly.
Components Segment. The principal raw materials used in the Company's
components manufacturing processes include carbon steel, aluminum, stainless
steel, copper and other metals in coil or sheet form. The Company is not
dependent upon any one supplier for raw materials used in the manufacture of its
metal products. The Company believes there are adequate alternative sources of
raw materials of sufficient quantity and quality.
The Company's components manufacturing operations are primarily located at
the Company's facilities in Missouri. Operations conducted at that facility
include blanking, heavy and precision stamping using precision single stage,
progressive and transfer dies, cutting, punching, forming, welding, cleaning,
bonderizing and painting. The Company utilizes a Metalsoft(R) FabriVision
optical scanning system for prototyping and quality control. At the Company's
Connecticut and North Carolina facilities, manufacturing processes include
precision stamping of wear parts, heat treating, drawing, tumbling, casting,
straightening and grinding.
Financial Information Relating to Business Segments, Foreign and Domestic
Operations and Export Sales
The Company operates predominantly in the business segments classified as
Special Machines and Components. The Company's principal foreign operations
consist of manufacturing, sales and service operations in Canada, the United
Kingdom and Germany. For certain other financial information concerning the
Company's business segments, foreign and domestic operations and export sales,
see Note 15 of the Notes to Consolidated Financial Statements in the Company's
Annual Report to Shareholders, which is incorporated herein by reference.
8
Customers
The majority of the Company's sales is attributable to repeat customers,
some of which have been customers of the Company or its acquired businesses for
over twenty years. The Company believes such repeat business is indicative of
the Company's engineering capabilities, the quality of its products and overall
customer satisfaction.
Hewlett-Packard Company and Ford Motor Company, customers of the Company's
Special Machines segment, each accounted for over 10% of the Company's
consolidated net sales in fiscal 1997. The Goodyear Tire & Rubber Company, a
customer of the Company's Special Machines segment, accounted for over 10% of
the Company's consolidated net sales in fiscal 1996. PACCAR, Inc., a customer of
the Company's Components segment, accounted for over 10% of the Company's
consolidated net sales in fiscal 1995. The Company's five largest customers
during fiscal 1997 accounted for approximately 44% of the Company's consolidated
net sales.
Certain purchasers of the Company's special machines make advance and
progress payments to the Company in connection with the manufacture of machinery
and systems. Sales of the Company's components are typically made without
advance or progress payments.
Backlog
The Company's backlog is based upon customer purchase orders the Company
believes are firm. As of June 29, 1997, the Company had $175.5 million of orders
in backlog, which compares to a backlog of approximately $112.2 million as of
June 30, 1996. The acquisitions of Mid-West and Hansford increased the backlog
$60.4 million at June 29, 1997 in comparison to June 30, 1996. Excluding the
effect of these acquisitions, backlog would have been $115.1 million at June 29,
1997, an increase of $2.9 million, or 2.6%, from a year ago.
The backlog for the Special Machines segment at June 29, 1997 was $168.0
million, an increase of $62.0 million from a year ago. Excluding the effect of
acquisitions, the Special Machines backlog increased $1.6 million. The Special
Machines backlog reflects strong packaging orders offset by a drop in orders for
custom build-to-print machines. Backlog for the Components segment was $7.5
million at June 29, 1997, an increase of $1.3 million, or 22.4%, from the $6.2
million backlog a year ago.
The level of backlog at any particular time is not necessarily indicative
of the future operating performance of the Company. Additionally, certain
purchase orders are subject to cancellation by the customer upon notification.
Certain orders are also subject to delays in completion and shipment at the
request of the customer. The Company believes most of the orders in the backlog
will be recognized as sales during fiscal 1998. The Company's backlog at June
29, 1997 does not include the backlog of ATT.
Competition
The market for the Company's special machines is highly competitive, with a
large number of companies advertising the sale of production machines. However,
the market for special machines is fragmented and characterized by a number of
industry niches in which few manufacturers compete. The market for products by
the Components segment is also highly regionally competitive and fragmented. The
Company's competitors vary in size and resources; most are smaller privately
held companies or subsidiaries of larger companies, some of which are larger
than the Company; and none competes with the Company in all product lines. In
addition, the Company may encounter competition from new market entrants. The
Company believes that the principal competitive factors in the sale of the
Company's special machines are quality, technology, on-time delivery, price and
service. The Company believes that the principal competitive factors in the sale
of the Company's components are price, technical capability, quality and on-time
delivery. The Company believes that it competes favorably with respect to each
of these factors.
9
Engineering; Research and Development
The Company maintains research and engineering departments at all of its
manufacturing locations. The Company employs more than 525 people with
experience in the design of production equipment. In addition to design work
relating to specific customer projects, the Company's engineers develop new
products and product improvements designed to address the needs of the Company's
target market niches and to enhance the reliability, efficiency, ease of
operation and safety of its proprietary machines.
Trademarks and Patents
The Company owns and maintains the registered trademarks Sencorp(R),
Merrill(R), Lakso(R) and Mid-West(R). The Company's use of the registered
trademark Arrow(R) is under a license and the licensor has agreed to assign
ownership of the mark for such use to the Company. Registrations for Company
trademarks are also owned and maintained in countries where such products are
sold and such registrations are considered necessary to preserve the Company's
proprietary rights therein.
The Company also has the rights to use the unregistered trademarks
Swiftpack(TM), Kalish(TM), Armac(TM), Stokes(TM), Potter(TM) and Peer(TM). The
trademarks Kalish(TM), Armac(TM), Sencorp(R), Merrill(R), Peer(TM), Lakso(R) and
Stokes(TM) are used in connection with the machines and systems marketed by the
Special Machines Segment. The trademarks Arrow(R) and Potter(TM) are used in
connection with the products of the Components segment.
The Company applies for and maintains patents where the Company believes
such patents are necessary to maintain the Company's interest in its inventions.
The Company does not believe that any single patent or group of patents is
material to either its Special Machines business or its Components business, nor
does it believe that the expiration of any one or a group of its patents would
have a material adverse effect upon its business or ability to compete in either
line of business. The Company believes that its existing patent and trademark
protection, however, provides it with a modest competitive advantage in the
marketing and sale of its proprietary products.
Environmental and Safety Regulation
The Company is subject to environmental laws and regulations that impose
limitations on the discharge of pollutants into the environment and establish
standards for the treatment, storage and disposal of toxic and hazardous wastes.
The Company is also subject to the federal Occupational Safety and Health Act
and other state statutes. Except for costs incurred in connection with the
environmental cleanup of its property in Lebanon, Missouri, which was completed
in October 1995, costs of compliance with environmental, health and safety
requirements have not been material to the Company.
The Company believes it is in material compliance with all applicable
environmental and safety laws and regulations.
Employees
At the end of August 1997, the Company had approximately 3,100 employees,
including those employed by ATT. None of the Company's employees are covered
under collective bargaining agreements. The Company has not experienced any work
stoppages in the last five years and considers its relations with employees to
be good.
10
Item 2. Properties
The Company's administrative headquarters are located in Springfield,
Missouri. Set forth below is certain information with respect to the Company's
manufacturing facilities.
Square
Footage Owned/
Location (approximate) Leased Lease Expiration Products
Special Machines Segment
DT Automation:
Buffalo Grove, Illinois 205,000 Leased July 31, 2003(3) Integrated precision assembly
63,000 Leased July 31, 2003(3) systems
20,000 Leased February 28, 2000(4)
Lebanon, Missouri 300,000 Owned Special machines, integrated
systems, tools and dies
Dayton, Ohio 160,000 Leased July 1, 2016(5) Integrated assembly and testing
systems
Buckingham, England and 150,000 Owned Integrated assembly and testing
Gawcott, England 40,000 Owned systems
Livonia, Michigan 86,000 Leased July 1, 2000(6) Integrated assembly and testing
20,000 Leased June 30, 2000(6) systems
Saginaw, Michigan 83,000 Owned Integrated assembly and testing
systems
Rochester, New York 87,000 Leased Sept. 30, 2006(5) Integrated precision assembly
26,000 Leased July 31, 2002(5) systems
Erie, Pennsylvania 56,000 Owned High-speed assembly systems
Benton Harbor, Michigan 43,000 Owned Resistance and arc welding
equipment and systems
Koblenz, Germany 9,000 Leased Dec. 31, 1998 Integrated assembly and testing
systems
DT Packaging:
Hyannis, Massachusetts & 98,000 Leased Dec. 31, 1997(3) Plastics processing and packaging
Fall River, Massachusetts 37,000 Leased Jan. 31, 2000(3) equipment
Montreal, Quebec(1) 81,000 Leased Aug. 14, 2017 Tablet packaging, liquid filling
and tube filling equipment and
systems
Leominster, Massachusetts 60,000 Owned Tablet packaging equipment and
systems
Bristol, Pennsylvania 43,000 Leased April 30, 2000(3) Rotary presses
Niles, Illinois 30,000 Leased July 15, 1998 Tablet counters
Alcester, England 22,000 Owned Electronic counters
Components Segment
Lebanon, Missouri 200,000(2) Owned Metal products
Winsted, Connecticut 28,000 Leased Dec. 31, 2001 Wear parts
Asheboro, North Carolina 15,000 Leased Sept. 26, 2000(7) Wear parts
(1) Represents a new facility and new lease entered into as of August 15, 1997.
The lease on the old facility, consisting of two adjacent buildings of
approximately 86,000 square feet in the aggregate, will expire October 31,
1997.
(2) Two adjacent buildings of approximately 171,000 square feet and 29,000
square feet, respectively.
(3) The Company has an option to renew such lease for one additional five-year
term.
(4) The Company has an option to renew such lease for one additional term of
three years.
(5) The Company has an option to renew such lease for two additional terms of
five years.
(6) The Company has an option to renew such lease for one additional two-year
term.
(7) The Company has an option to renew such lease for three additional terms of
five years.
11
The Company also leases other office, warehouse and service facilities in
Missouri, New Jersey, Canada, the United Kingdom, Germany and China. The Company
anticipates no significant difficulty in leasing alternate space at reasonable
rates in the event of the expiration, cancellation or termination of a lease
relating to any of the Company's leased properties.
To accommodate growth occurring at two of the Special Machines facilities,
the Company is reviewing its alternatives to expand its welding systems facility
in Benton Harbor and its plastics processing and packaging systems facility in
Hyannis. Upon adding additional capacity at these facilities, the Company
believes that its principal owned and leased manufacturing facilities will have
sufficient capacity to accommodate future internal growth without major
additional capital improvements.
Item 3. Legal Proceedings
Product liability claims are asserted against the Company from time to time
for various injuries alleged to have resulted from defects in the manufacture
and/or design of the Company's products. At June 29, 1997, there were
twenty-nine such claims pending. The Company does not believe that the
resolution of such suits, either individually or in the aggregate, will have a
material adverse effect on the Company's results of operations or financial
condition. Product liability claims are covered by the Company's comprehensive
general liability insurance policies, subject to certain deductible amounts. The
Company has established reserves for such deductible amounts, which it believes
to be adequate based on its previous claims experience. However, there can be no
assurance that resolution of product liability claims in the future will not
have a material adverse effect on the Company.
In addition to product liability claims, from time to time, the Company is
the subject of legal proceedings, including claims involving employee matters,
commercial matters and similar claims. There are no material claims currently
pending. The Company maintains comprehensive general liability insurance which
it believes to be adequate for the continued operation of its business.
Item 4. Submission of Matters to a Vote of Securities Holders
None
12
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
The information required by this item is set forth under the caption
"Common Stock Information" appearing on page 40 of the Company's Annual Report
to Shareholders for the year ended June 29, 1997 ("the Annual Report"), which
information is incorporated herein by reference thereto.
The Company's Common Stock is quoted on the Nasdaq National Market under
the symbol "DTII". As of September 15, 1997, the number of record holders of
common stock was 58. Such record holders include several holders who are
nominees for an undetermined number of beneficial owners. The Company believes
that the number of beneficial owners of the shares of common stock issued and
outstanding at such date was approximately 2,900.
Item 6. Selected Financial Data
The information required by this item is set forth under the captions
"Statement of Operations Data" and "Balance Sheet Data" on page 10 of the
Company's Annual Report, which information is incorporated herein by reference
thereto.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The information required by this item is set forth on pages 11 through 18
of the Company's Annual Report, which information is incorporated herein by
reference thereto.
Item 8. Financial Statements and Supplementary Data
The financial statements and supplementary data required by this item are
presented under Item 14 and incorporated herein by reference thereto.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None
13
PART III
Item 10. Directors and Executive Officers of the Registrant
A definitive proxy statement is being filed with the Securities and
Exchange Commission on or about September 29, 1997. The information required by
this item is set forth under the caption "Election of Directors" on pages 1
through 4, under the caption "Executive Officers" on page 6 and under the
caption "Compliance with Section 16(a) of the Exchange Act" on page 13 of the
definitive proxy statement, which information is incorporated herein by
reference thereto.
Item 11. Executive Compensation
The information required by this item is set forth under the caption
"Executive Compensation" on pages 6 through 12 of the definitive proxy
statement, which information is incorporated herein by reference thereto.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by this item is set forth under the caption
"Security Ownership of Certain Beneficial Owners and Management" on pages 4
through 5 of the definitive proxy statement, which information is incorporated
herein by reference thereto.
Item 13. Certain Relationships and Related Transactions
Certain of the information required by this item is set forth under the
caption "Certain Transactions" on page 13 of the definitive proxy statement,
which information is incorporated herein by reference thereto.
The Company has certain contractual agreements with affiliates of Harbour
Group Industries, Inc. ("HGI"), for whom Donald E. Nickelson, a director of the
Company, is Vice Chairman.
Under the terms of a management consulting and advisory services agreement,
the Company paid HGI and its affiliates fees totaling $847,000 in fiscal 1997,
related to corporate development services provided in identifying, negotiating
and consummating the Company's acquisitions. Fees paid to HGI and its affiliates
related to corporate development services were included in the costs of the
related acquisitions.
Under terms of management consulting and advisory services agreements, HGI
and certain of its affiliates, charge the Company for direct management and
administrative services provided to the Company based on actual, direct costs of
such services. The charges, which are included in selling, general and
administrative expenses in the Company's financial statements, totaled
approximately $393,000 for the fiscal year ended June 29, 1997.
14
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
1. Financial Statements
The following consolidated financial statements of the Company and its
subsidiaries, included on pages 20 to 39 in the Annual Report, and the
report of independent accountants on page 19 of the Annual Report are
incorporated herein by reference thereto:
Consolidated Balance Sheets as of June 29, 1997 and June 30, 1996
Consolidated Statements of Operations for the Fiscal Years Ended
June 29, 1997, June 30, 1996 and June 25, 1995
Consolidated Statements of Changes in Stockholders' Equity for
the Fiscal Years Ended June 29, 1997, June 30, 1996 and June 25,
1995
Consolidated Statements of Cash Flows for the Fiscal Years Ended
June 29, 1997, June 30, 1996 and June 25, 1995
Notes to Consolidated Financial Statements
Report of Independent Accountants
2. Financial Statement Schedule
Report of Independent Accountants on Financial
Statement Schedule S-1
Schedule VIII Valuation and Qualifying Accounts and
Reserves for the Fiscal Years Ended June 29, 1997,
June 30, 1996 and June 25, 1995 S-2
All other schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes
thereto.
3. Exhibits
The exhibits listed on the accompanying Index to Exhibits are filed as
part of this Report.
4. Reports on Form 8-K
None
15
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
3.1 Restated Certificate of Incorporation of the Registrant (filed
with the Commission as Exhibit 3.1 to the Company's Registration
Statement on Form S-1, Registration No. 33-75174, filed with the
Commission on February 11, 1994, as amended on March 22, 1994
(the "1994 Registration Statement") and incorporated herein by
reference thereto)
3.2 Certificate of Amendment of Restated Certificate of
Incorporation of the Company dated November 11, 1996 (filed as
Exhibit 99 to the Company's Report on Form 8-K dated November
11, 1996 filed with the Commission on November 21, 1996 and
incorporated herein by reference thereto)
3.3 Amended By-Laws of the Registrant (filed as Exhibit 3.2 to the
1994 Registration Statement and incorporated herein by reference
thereto)
4.1 Rights Agreement dated as of August 18, 1997 between DT
Industries, Inc. and ChaseMellon Shareholder Services, L.L.C.,
as Rights Agent (filed as Exhibit 1 to the Company's Form 8-K
dated August 18, 1997, filed with the Commission on August 19,
1997 and incorporated herein by reference thereto). The Rights
Agreement includes as Exhibit A thereto the Certificate of
Designations, Preferences and Rights of Series A Preferred Stock
of DT Industries, Inc., as Exhibit B thereto the Form of Rights
Certificate and as Exhibit C thereto the Summary of Rights to
Purchase Series A Preferred Stock.
10.1* Purchase and Stockholder Agreement, dated September 30, 1993, by
and between Detroit Tool and Engineering Company and Stephen J.
Gore (filed as Exhibit 10.1 to the 1994 Registration Statement
and incorporated herein by reference thereto)
10.2* Stock Pledge Agreement, dated September 30, 1993, by and between
Stephen J. Gore and Detroit Tool and Engineering Company (filed
as Exhibit 10.2 to the 1994 Registration Statement and
incorporated herein by reference thereto)
10.3* $84,600 Promissory Note, dated September 30, 1993, by Stephen J.
Gore to Detroit Tool and Engineering Company (filed as Exhibit
10.3 to the 1994 Registration Statement and incorporated herein
by reference thereto)
10.4* Letter Agreement, dated September 30, 1993, by Stephen J. Gore
to Detroit Tool and Engineering Company (filed as Exhibit 10.4
to the 1994 Registration Statement and incorporated herein by
reference thereto)
10.5* Employment Agreement, dated September 19, 1990, by and between
Detroit Tool Group, Inc. and Stephen J. Gore (filed as Exhibit
10.5 to the 1994 Registration Statement and incorporated herein
by reference thereto)
10.6* Amendment to Promissory Note and Stock Pledge Agreement, dated
March 16, 1994, by and among DT Industries, Inc., Peer
Investors, L.P. and Stephen J. Gore (filed as Exhibit 10.6 to
the 1994 Registration Statement and incorporated herein by
reference thereto)
10.7* DT Industries, Inc. Employee Stock Option Plan (filed as Exhibit
10.21 to the 1994 Registration Statement and incorporated herein
by reference thereto)
10.8* DT Industries, Inc. 1994 Directors Non-Qualified Stock Option
Plan (filed as Exhibit 10.22 to the 1994 Registration Statement
and incorporated herein by reference thereto)
10.9 Asset Purchase Agreement, dated as of August 28, 1995, by and
among H.G. Kalish Inc., Kalish Machinery Ltd., Graham Lewis and
Kalish Canada Inc. (filed as Exhibit 2.1 to the Company's Report
on Form 8-K dated August 28, 1995 filed with the Commission on
September 11, 1995 and incorporated herein by reference thereto)
- --------------------
* Management contract or compensatory plan or arrangement.
10.10 ISDA Master Agreement, dated as of June 28, 1995, between The
Boatmen's National Bank of St. Louis and DT Industries, Inc.
(filed as Exhibit 10.29 to the Company's Annual Report on Form
10-K for the fiscal year ended June 25, 1995 filed with the
Commission on September 22, 1995 (the "1995 10-K") and
incorporated herein by reference thereto)
10.11 Letter agreement, dated June 27, 1995, between DT Industries,
Inc. and The Boatmen's National Bank of St. Louis confirming an
interest rate swap transaction (filed as Exhibit 10.30 to the
1995 10-K and incorporated herein by reference thereto)
10.12 Insurance Agreement, dated June 28, 1993, by and between Harbour
Group Ltd. and Detroit Tool and Engineering Company (filed as
Exhibit 10.31 to the 1994 Registration Statement and
incorporated herein by reference thereto)
10.13 Amended and Restated Corporate Development Consulting and
Advisory Services Agreement, dated November 6, 1996, by and
between DT Industries, Inc. and Harbour Group Industries, Inc.
(filed asExhibit 10.3 to the Company's Quarterly Report on Form
10-Q for the quarter ended December 29, 1996 filed with the
Commission on February 12, 1997 and incorporated herein by
reference thereto)
10.14 Amended and Restated Operations Consulting and Advisory Services
Agreement, dated November 6, 1996, by and between DT Industries,
Inc. and Harbour Group Ltd. (filed as Exhibit 10.4 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
December 29, 1996 filed with the Commission on February 12, 1997
and incorporated herein by reference thereto)
10.15 Agreement of Lease, dated April 30, 1997, between Teecan
Properties Inc. and Kalish Canada Inc.
10.16 License Agreement, dated February 7, 1994, by and among RIGO
Group, S.r.l., COMI S.r.l., PMM S.r.l., Sencorp Systems, Inc.
and Detroit Tool and Engineering Company (filed as Exhibit 10.45
to the 1994 Registration Statement and incorporated herein by
reference thereto)
10.17 Lease Agreement, Dated February 7, 1995, between Lanard &
Axibund, Inc., as agent, I-95 Business Center at Keystone
Park-1, as lessor, and Stokes-Merrill Corporation, as lessee
(filed as Exhibit 10.46 to the 1995 10-K and incorporated herein
by reference thereto)
10.18 Lease, dated December 8, 1989, by and among Parklands Properties
Trust and PI Acquisition, Inc. (filed as Exhibit 10.49 to the
1994 Registration Statement and incorporated herein by reference
thereto)
10.19 Amendment to Lease, dated April 20, 1992, by and between
Parklands Properties Trust and Sencorp Systems, Inc. (filed as
Exhibit 10.50 to the 1994 Registration Statement and
incorporated herein by reference thereto)
10.20 Amendment to Lease, dated June 30, 1997, by and between
Parklands Properties Trust and Sencorp Systems, Inc.
10.21 Indemnification Agreement, dated March 18, 1994, between DT
Industries, Inc. and Harbour Group Investments II, L.P. (filed
as Exhibit 10.54 to the 1994 Registration Statement and
incorporated herein by reference thereto)
10.22* Purchase and Stockholder Agreement, dated November 30, 1993, by
and between Detroit Tool and Engineering Company and Bruce P.
Erdel (filed as Exhibit 10.55 to the Company's Annual Report on
Form 10-K for the fiscal year ended June 26, 1994 filed with the
Commission on September 23, 1994 (the "1994 10-K") and
incorporated herein by reference thereto)
- --------------------
* Management contract or compensatory plan or arrangement.
10.23* Stock Pledge Agreement, dated November 30, 1993, by and between
Bruce P. Erdel and Detroit Tool and Engineering Company (filed
as Exhibit 10.56 to the 1994 10-K and incorporated herein by
reference thereto)
10.24* $33,300 Promissory Note, dated November 30, 1993, by Bruce P.
Erdel to Detroit Tool and Engineering Company (filed as Exhibit
10.57 to the 1994 10-K and incorporated herein by reference
thereto)
10.25* Letter Agreement, dated November 30, 1993, by and between Bruce
P. Erdel and Detroit Tool and Engineering Company (filed as
Exhibit 10.58 to the 1994 10-K and incorporated herein by
reference thereto)
10.26* Amendment to Promissory Note and Stock Pledge Agreement, dated
March 16, 1994, by and among DT Industries, Inc., Peer
Investors, L.P. and Bruce P. Erdel (filed as Exhibit 10.59 to
the 1994 10-K and incorporated herein by reference thereto)
10.27 Agreement relating to the sale and purchase of 76,000 Ordinary
Shares of (pound)1 each in the capital of Swiftpack, dated as of
November 23, 1995 by and among Peter Harris and Others and DTUK
and the Company (filed as Exhibit 2.1 to the Company's Report on
Form 8-K dated November 23, 1995 filed with the Commission on
December 7, 1995 and incorporated herein by reference thereto)
10.28 Put and Call Option Agreement dated as of November 23, 1995 by
and among the Company, DTUK and Martin Gully (filed as Exhibit
2.2 to the Company's Report on Form 8-K dated November 23, 1995
filed with the Commission on December 7, 1995 and incorporated
herein by reference thereto)
10.29 Agreement and Plan of Merger, dated July 19, 1996, by and among
Automation Acquisition Corporation, DT Industries, Inc.,
Mid-West Automation Enterprises, Inc. and the Stockholders
listed therein (filed as Exhibit 2.1 to the Company's Report on
Form 8-K dated July 19, 1996 filed with the Commission on August
5, 1996 and incorporated herein by reference thereto)
10.30 Indemnification and Escrow Agreement, dated as of July 19, 1996,
by and among Mid-West Automation Enterprises, Inc., the
stockholders listed therein, and LaSalle National Trust, N.A.,
as Escrow Agent (filed as Exhibit 2.2 to the Company's Report on
Form 8-K dated July 19, 1996 filed with the Commission on August
5, 1996 and incorporated herein by reference thereto)
10.31 Fourth Amended and Restated Credit Facilities Agreement, dated
July 21, 1997, among NationsBank, N .A. (successor by merger to
The Boatmen's National Bank of St. Louis) and any other persons
who become lenders as provided therein and DT Industries, Inc.
and the other borrowers listed on the signature pages thereof
10.32 Lease dated as of February 20, 1996 by and between CityWide
Development Corporation and Advanced Assembly Automation, Inc.
(filed as Exhibit 10 to the Company's Quarterly Report on Form
10-Q for the quarter ended March 24, 1996 filed with the
Commission on May 3, 1996 and incorporated herein by reference
thereto)
10.33 Single-Tenant Industrial Business Lease dated July 19, 1996,
between American National Bank and Trust Company of Chicago, as
Trustee under Trust No. 63442, Landlord, and Mid-West Automation
Enterprises, Inc., an Illinois corporation and Mid-West
Automation Systems, Inc., an Illinois corporation, collectively,
Tenant (filed as Exhibit 10.58 to the Company's Annual Report on
Form 10-K for the fiscal year ended June 30, 1996 filed with the
Commission on September 30, 1996 (the "1996 10-K") and
incorporated herein by reference thereto)
10.34* DT Industries, Inc. Amendment to 1994 Employee Stock Option
Plan, adopted May 16, 1996 (filed as Exhibit 10.59 to the 1996
10-K and incorporated herein by reference thereto)
- --------------------
* Management contract or compensatory plan or arrangement.
10.35* DT Industries, Inc. Second Amendment to 1994 Employee Stock
Option, adopted September 18, 1996 (filed as Exhibit 10.60 to
the 1996 10-K and incorporated herein by reference thereto)
10.36* DT Industries, Inc. 1996 Long-Term Incentive Plan (filed as
Exhibit 10.61 to the 1996 10-K and incorporated herein by
reference thereto)
10.37* Employment and Noncompetition Agreement, dated August 28, 1995,
between Kalish Canada Inc. and Graham Lewis
10.38* Employment and Noncompetition Agreement, dated February 26,
1997, between DT Industries, Inc. and Eugene R. Haffely
10.39 Agreement and Plan of Merger dated September 23, 1996 by and
among H022 Corporation, a New York Corporation (the Buyer), DT
Industries, Inc., Hansford Manufacturing Corporation, a New York
corporation and the Stockholder listed therein (filed as Exhibit
10.1 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 29, 1996 filed with the Commission on
November 8, 1996 and incorporated herein by reference thereto)
10.40 Indemnification and Escrow Agreement by and among Hansford
Manufacturing Corporation, DT Industries, Inc., the Stockholder
and Manufacturers and Traders Trust Company, a New York Bank, as
escrow agent (filed as Exhibit 10.2 to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 29, 1996
filed with the Commission on November 8, 1996 and incorporated
herein by reference thereto)
10.41 Lease Agreement by and between Van Buren N. Hansford, Jr., the
Stockholder and Landlord, and Hansford Manufacturing
Corporation, the Tenant, dated as of September 30, 1996 (filed
as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 29, 1996 filed with the
Commission on November 8, 1996 and incorporated herein by
reference thereto)
10.42 Underwriting Agreement, dated November 25, 1996, by and between
CS First Boston Corporation, Morgan Stanley & Co. Incorporated
and Schroder Wertheim & Co. Incorporated, as Representatives of
the Several underwriters names therein, and DT Industries, Inc.
(filed as Exhibit 10.1 to the Company's Quarterly Report on Form
10-Q for the quarter ended December 29, 1996 filed with the
Commission on February 12, 1997 and incorporated herein by
reference thereto)
10.43 Subscription Agreement, dated November 25, 1996, by and between
CS First Boston Limited, Morgan Stanley & Co. International and
J. Henry Schroder & Co. Limited and the other Managers named
therein and DT Industries, Inc. (filed as Exhibit 10.2 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
December 29, 1996 filed with the Commission on February 12, 1997
and incorporated herein by reference thereto)
10.44 Indemnification Agreement, dated November 25, 1996, by and among
DT Industries, Inc. and Peer Investors L.P., Peer Investors II
L.P., Harbour Group Investments II, L.P., Harbour Group II
Management Co. and Fox Family Foundation (filed as Exhibit 10.5
to the Company's Quarterly Report on Form 10-Q for the quarter
ended December 29, 1996 filed with the Commission on February
12, 1997 and incorporated herein by reference thereto)
10.45 Lease Agreement dated February 11, 1997 between Kersten Randolph
Street Property and Mid-West Automation Enterprises, Inc. (filed
as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q
for the quarter ended March 30, 1997 filed with the Commission
on May 12, 1997 and incorporated herein by reference thereto)
- --------------------
* Management contract or compensatory plan or arrangement.
10.46 Amended and Restated Declaration of Trust of DT Capital Trust
dated as of June 1, 1997 among DT Industries, Inc., as Sponsor,
The Bank of New York, as Property Trustee, The Bank of New York
(Delaware), as Delaware Trustee, and Stephen J. Gore, Bruce P.
Erdel and Gregory D. Wilson, as Trustees (filed as Exhibit 4.2
to the Company's Registration Statement on Form S-3,
Registration No. 333-30909, filed with the Commission on July 8,
1997 (the "1997 Registration Statement") and incorporated herein
by reference thereto)
10.47 Indenture for the 7.16% Convertible Junior Subordinated
Deferrable Interest Debentures Due 2012 dated as of June 1, 1997
among DT Industries, Inc. and The Bank of New York, as Trustee
(filed as Exhibit 4.3 to the 1997 Registration Statement and
incorporated herein by reference thereto)
10.48 Preferred Securities Guarantee Agreement dated June 12, 1997
between DT Industries, Inc., as Guarantor, and The Bank of New
York, as Preferred Guarantee Trustee (filed as Exhibit 4.6 to
the 1997 Registration Statement and incorporated herein by
reference thereto)
10.49 Placement Agreement dated June 12, 1997 among DT Capital Trust,
DT Industries, Inc. and Credit Suisse First Boston Corporation
(filed as Exhibit 10.2 to the 1997 Registration Statement and
incorporated herein by reference thereto)
10.50 Purchase Agreement dated June 12, 1997 among DT Capital Trust,
DT Industries, Inc. and the Purchasers listed on Schedule A
thereto (filed as Exhibit 10.3 to the 1997 Registration
Statement and incorporated herein by reference thereto)
10.51 Registration Rights Agreement dated June 12, 1997 among DT
Capital Trust, DT Industries, Inc. and the Purchasers listed on
Schedule A thereto (filed as Exhibit 10.1 to the 1997
Registration Statement, as amended on August 19, 1997, and
incorporated herein by reference thereto)
10.52 Umbrella Agreement relating to the Sale and Purchase of Assets
of Lucas Assembly & Test Systems in the United Kingdom, Germany
and the United States of America, dated July 29, 1997
10.53 Agreement relating to the Sale and Purchase of the United States
Assets of Lucas Assembly & Test Systems, dated July 29, 1997, by
and among Lucas Automation & Control Engineering, Inc., Lucas
Industries plc and Assembly Technology & Test, Inc.
10.54 Agreement relating to the Sale and Purchase of the English
Assets of Lucas Assembly & Test Systems, dated July 29, 1997, by
and among Lucas Limited, Assembly Technology & Test Limited,
Lucas Industries plc and Lucas Automation & Control Engineering
Limited
10.55 Agreement relating to the Sale and Purchase of the German Assets
of Lucas Assembly & Test Systems, dated July 29, 1997, by and
among Lucas Automation and Control Engineering GmbH, Lucas
Industries plc and Assembly Technologie & Automation GmbH
10.56 Industrial Building Lease, dated July 1991, by and between
The Allen Group Inc. and Lucas Hartridge, Inc.
11.0 Computation of Earnings Per Share
13.0 Annual Report to Shareholders
21.0 Subsidiaries of the Registrant
23.0 Consent of Price Waterhouse LLP
24.0 Powers of Attorney
- --------------------
* Management contract or compensatory plan or arrangement.
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.
DT INDUSTRIES, INC.
By: /s/ Bruce P. Erdel
--------------------------------------
Bruce P. Erdel
Vice President - Finance and Secretary
Dated: September 29, 1997
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 indicated on September 29, 1997.
Signatures Title
---------- -----
* Chairman of the Board
- -------------------------------
James J. Kerley
* President, Chief Executive Officer and Director
- ------------------------------- (Principal Executive Officer)
Stephen J. Gore
/s/ Bruce P. Erdel Vice President-Finance and Secretary
- ------------------------------- (Principal Financial and Accounting Officer)
Bruce P. Erdel
* Director
- -------------------------------
William H.T. Bush
* Director
- -------------------------------
Frank W. Jones
* President-Packaging Machinery Group and Director
- -------------------------------
Graham L. Lewis
* Director
- -------------------------------
Lee M. Liberman
* President-Automation Group and Director
- -------------------------------
John F. Logan
* Director
- -------------------------------
Donald E. Nickelson
* Director
- -------------------------------
Charles Pollnow
*By: /s/ Bruce P. Erdel
--------------------------
Bruce P. Erdel
Attorney-In-Fact
- ---------------
* Such signature has been affixed pursuant to the following Power of Attorney.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Stephen J. Gore and Bruce P. Erdel as his
true and lawful attorney-in-fact and agent, each with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign the 1997 Annual Report on Form 10-K of DT Industries, Inc.,
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
each said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and ratifying and confirming all that
each said attorney-in-fact and agent or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULES
To the Board of Directors and
Stockholders of DT Industries, Inc.
Our audits of the consolidated financial statements of DT Industries, Inc.
and its subsidiaries, referred to in our report dated August 8, 1997, appearing
on page 19 of the Annual Report to Shareholders of DT Industries, Inc. (which
report and consolidated financial statements are incorporated by reference in
this Annual Report on Form 10-K) also included an audit of the Financial
Statement Schedule of DT Industries, Inc. listed in item 14(2) of this Form
10-K. In our opinion, the Financial Statement Schedule presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
St. Louis, Missouri
August 8, 1997
S-1
DT INDUSTRIES, INC.
SCHEDULE VIII
Rule 12-09 Valuation and Qualifying Accounts and Reserves
(In thousands)
Column A Column B Column C Column D Column E Column F Column G
Balance at Charged to Charged to Purchase Balance at
Valuation and Beginning Costs and Other of Net End of
Reserve Accounts of Period Expenses Accounts Deductions Assets Period
For the Fiscal Year Ended June 29, 1997
Deferred Tax Assets Valuation
Allowance $1,029 $1,029
Accounts Receivable Reserve $1,294 $356 $0 ($373) $572(1) $1,849
(1) Reflects increase to Accounts Receivable Reserves due to acquisition of
Mid-West and Hansford
For the Fiscal Year Ended June 30, 1996
Deferred Tax Assets Valuation
Allowance $1,029 $1,029
Accounts Receivable Reserve $751 $167 $0 ($189) $565(1) $1,294
(1) Reflects increase to Accounts Receivable Reserves due to acquisition of
Kalish, Arrow and AMI.
For the Fiscal Year Ended June 25, 1995
Deferred Tax Assets Valuation
Allowance $1,029 $1,029
Accounts Receivable Reserve $ 815 $20 $0 ($484) $400(1) $751
(1) Reflects increase to Accounts Receivable Reserves due to acquisition of AAA
and Armac.
S-2