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
For the fiscal year ended December 25, 1993
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 No. 1-4663
Crompton & Knowles Corporation
(exact name of registrant as specified in its charter)
Massachusetts 04-1218720
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Station Place, Metro Center
Stamford, Connecticut 06902
(address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203)353-5400
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, $0.10 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes x No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]
The aggregate market value of the voting stock held by non-
affiliates of the registrant, computed as of February 11, 1994, was
$1,113,975,000.
The number of shares of Common Stock of the registrant
outstanding as of February 11, 1994 was 51,306,868.
DOCUMENTS INCORPORATED BY REFERENCE
Annual Report to Stockholders for
fiscal year ended December 25, 1993...........Parts I, II and IV
Proxy Statement for Annual Meeting
of Stockholders on April 12, 1994 ............Part III
CROMPTON & KNOWLES CORPORATION
FORM 10-K
For the Fiscal Year Ended December 25, 1993
PART I
Item 1. Business
General
The Registrant, Crompton & Knowles Corporation (sometimes
hereinafter referred to as the "Corporation"), was incorporated in
Massachusetts in 1900. The Corporation has engaged in the
manufacture and sale of specialty chemicals since 1954 and, since
1961, in the manufacture and sale of specialty process equipment
and controls. The Corporation expanded its specialty chemical
business in 1988 with the acquisitions of Ingredient Technology
Corporation, a leading supplier of ingredients for the food and
pharmaceutical industries, and Townley Dyestuffs Auxiliaries
Company, Ltd., one of the largest independent suppliers of dyes for
Great Britain's textile and paper industries. The Corporation made
two acquisitions in calendar year 1990, acquiring the business and
certain assets and liabilities of Atlantic Industries, Inc., a
domestic dye manufacturer, and APV Chemical Machinery, Inc., which
manufactured the Sterling line of extruders, extrusion systems and
industrial blow molding equipment for the plastics industry. In
1991, the Corporation acquired a wire and cable equipment business
from Clipper Machines, Inc. In 1992, the Corporation acquired a
pre-metallized dyes business and facility located in Oissel,
France.
Information as to the sales, operating profit, and
identifiable assets attributable to each of the Corporation's
business segments during each of its last three fiscal years is set
forth in the Notes to Consolidated Financial Statements on page 24
of the Corporation's 1993 Annual Report to Stockholders, and such
information is incorporated herein by reference.
Products and Services
The principal products and services offered by the Corporation are
described below.
SPECIALTY CHEMICALS
Textile dyes manufactured and sold by the Corporation are used
on both synthetic and natural fibers for knit and woven garments,
home furnishings such as carpets, draperies, and upholstery, and
automotive furnishings including carpeting, seat belts, and
upholstery. Industrial dyes and chemicals are marketed to the
paper, leather, and ink industries for use on stationery, tissue,
towels, shoes, apparel, luggage, and other products and for
transfer printing inks. The Corporation also markets organic
chemical intermediates and a line of chemical auxiliaries for the
textile industry, including leveling agents, dye fixatives, and
scouring agents. Sales of this class of products accounted for
57%, 59%, and 57% of the total revenues of the Corporation in 1993,
1992, and 1991, respectively.
The Corporation manufactures and sells reaction and compounded
flavor ingredients for the food processing, bakery, beverage and
pharmaceutical industries; colors certified by the Food & Drug
Administration for sale to domestic producers of food and
pharmaceuticals; inactive ingredients for the pharmaceutical
industry; and fragrance formulations used in personal care and
household products. The Corporation is also a leading supplier of
specialty sweeteners, including edible molasses, molasses blends,
malt extracts, and syrups for the bakery, confectionery and food
processing industries and a supplier of seasonings and seasoning
blends for the food processing industry. Sales of this class of
products accounted for 16%, 17%, and 19% of the total revenues of
the Corporation in 1993, 1992, and 1991, respectively.
SPECIALTY PROCESS EQUIPMENT AND CONTROLS
The Corporation, through its Davis-Standard Division,
manufactures and sells plastics and rubber extrusion equipment,
industrial blow molding equipment, electronic controls, and
integrated extrusion systems and offers specialized service and
modernization programs for in-place extrusion systems. Sales of
this class of products accounted for 27%, 24%, and 24% of the total
revenues of the Corporation in 1993, 1992, and 1991, respectively.
Integrated extrusion systems, which include extruders in
combination with controls and other accessory equipment, are used
to process plastic resins and rubber into various products such as
plastic sheet used in appliances, automobiles, home construction,
sports equipment, and furniture; blown film used to package many
consumer products; and extruded shapes used as house siding,
furniture trim, and substitutes for wood molding. Integrated
extrusion systems are also used to compound engineered plastics, to
recycle and reclaim plastics, and to apply plastic or rubber
insulation to high voltage power cable for electrical utilities and
to wire for the communications, construction, automotive, and
appliance industries.
Industrial blow molding equipment produced by the Corporation
is sold to manufacturers of non-disposable plastic parts such as
tool cases and beverage coolers.
The Corporation's HES unit produces electrical and electronic
controls primarily for use with extrusion systems. The Davis-
Standard Division is a major user of such controls.
Sources of Raw Materials
Chemicals, steel, castings, parts, machine components, edible
molasses, spices, and other raw materials required in the
manufacture of Crompton & Knowles' products are generally available
from a number of sources, some of which are foreign. Significant
sales of the dyes and auxiliary chemicals business consist of dyes
manufactured from intermediates purchased from foreign sources.
Patents and Licenses
Crompton & Knowles owns patents, trade names, and trademarks
and uses know-how, trade secrets, formulae, and manufacturing
techniques which assist in maintaining the competitive position of
certain of its products. Patents, formulae, and know-how are of
particular importance in the manufacture of a number of the dyes
and flavor ingredients sold in the Corporation's specialty
chemicals business, and patents and know-how are also significant
in the manufacture of certain wire insulating and plastics
processing machinery product lines. The Corporation believes that
no single patent, trademark, or other individual right is of such
importance, however, that expiration or termination thereof would
materially affect its business. The Corporation is also licensed
to use certain patents and technology owned by foreign companies to
manufacture products complementary to its own products, for which
it pays royalties in amounts not considered material to the
consolidated results of the enterprise. Products to which the
Corporation has such rights include certain dyes and plastics
machinery.
Seasonal Business
No material portion of any segment of the business of the
Corporation is seasonal.
Customers
The Corporation does not consider any segment of its business
dependent on a single customer or a few customers, the loss of any
one or more of whom would have an adverse effect on the segment.
No one customer's business accounts for more than ten percent of
the Corporation's gross revenues nor more than ten percent of its
earnings before taxes.
Backlog
Because machinery production schedules range from about 60
days to 10 months, backlog is important to Crompton & Knowles'
specialty process equipment and controls business. Firm backlog of
customers' orders at December 25, 1993, for this business, totalled
approximately $38 million compared with $33.8 million at December
26, 1992. It is expected that most of the December 25, 1993,
backlog will be shipped during 1994. Orders for specialty
chemicals and equipment repair parts are filled primarily from
inventory stocks and thus are excluded from backlog.
Competitive Conditions
Crompton & Knowles is among the largest suppliers of dyes in
the United States and is a leading domestic producer of specialty
dyes for nylon, polyester, acrylics, and cotton. The Corporation
is less of a factor in other segments of the domestic dyes industry
and in the European market. The Corporation is also a major United
States and Canadian supplier of edible molasses, a major United
States supplier of malt extracts, and a significant supplier of
other sugar-based specialty products. As a supplier of flavors and
seasonings, the Corporation has many competitors in the United
States and abroad.
Crompton & Knowles is a leading producer of extrusion
machinery for the plastics industry and a leading domestic producer
of industrial blow molding equipment and competes with domestic and
foreign producers of such products. The Corporation is one of a
number of producers of other types of plastics processing
machinery.
Product performance, service, and competitive prices are all
important factors in competing in the specialty chemicals and
specialty process equipment and controls product lines. No one
competitor or small number of competitors is believed to be
dominant in any of the Corporation's major markets.
Research and Development
Crompton & Knowles employs about 240 engineers, draftsmen,
chemists, and technicians responsible for developing new and
improved chemical products and process equipment systems for the
industries served by the Corporation. Often, new products are
developed in response to specific customer needs. The
Corporation's process of developing and commercializing new
products and product improvements is ongoing and involves many
products, no one of which is large enough to significantly impact
the Corporation's results of operations from year to year.
Research and development expenditures totalled $11.2 million for
the year 1993, $10.1 million for the year 1992 and $9.7 million for
the year 1991.
Environmental Matters
The Corporation's manufacturing facilities are subject to
various federal, state and local requirements with respect to the
discharge of materials into the environment or otherwise relating
to the protection of the environment. Although precise amounts are
difficult to define, in 1993, the Corporation spent approximately
$13.0 million to comply with those requirements, including
approximately $4.1 million in capital expenditures.
The Corporation has been designated, along with others, as a
potentially responsible party under the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, or comparable
state statutes, at two waste disposal sites; and two inactive
subsidiaries have been designated, along with others, as
potentially responsible parties at a total of four other sites.
While the cost of compliance with existing environmental
requirements is expected to increase, based on the facts currently
known to the Corporation, management expects that those costs,
including the cost to the Corporation of remedial actions at the
waste disposal sites where it has been named a potentially
responsible party, will not have a material effect on the
Corporation's liquidity and financial condition and that the cost
to the Corporation of any remedial actions will not be material to
the results of the Corporation's operations in any given year.
Employees
The Corporation had 2,352 employees on December 25, 1993.
Financial Information Concerning Foreign Operations and Export
Sales
The information with respect to sales, operating profit, and
identifiable assets attributable to each of the major geographic
areas served by the Corporation and export sales, for each of the
Corporation's last three fiscal years, set forth in the Notes to
Consolidated Financial Statements on page 24 of the Corporation's
1993 Annual Report to Stockholders, is incorporated herein by
reference.
The Corporation considers that the risks relating to
operations of its foreign subsidiaries are comparable to those of
other U.S. companies which operate subsidiaries in developed
countries. All of the Corporation's international operations are
subject to fluctuations in the relative values of the currencies in
the various countries in which its activities are conducted.
Item 2. Properties
The following table sets forth information as to the
principal operating properties of the Corporation and its
subsidiaries:
Ownership
Business Segment Dates or Lease
and Location Products Built Expiration
Specialty Chemicals:
Carrollton, TX Seasonings 1982 1994
office and plant
Des Plaines, IL Flavors and 1968 Owned
office and plant fragrances
Elyria, OH Seasonings 1978 2001
office and plant
Gibraltar, PA Textile and other 1964-
office, laboratory dyes 1980 Owned
and chemical plant
Lowell, NC Textile dyes,
chemical plant organic chemicals 1961 Owned
Mahwah, NJ Flavors, 1984- 1999
office, laboratory fragrances, 1989
seasonings and
color dispersions
Newark, NJ Textile dyes, 1949-
chemical plant organic chemicals 1985 Owned
Nutley, NJ Textile and 1949-
office, laboratory, other dyes 1977 Owned
and chemical plant
Oissel, France Textile and 1946- Owned
office, laboratory other dyes 1992
and chemical plant
Pennsauken, NJ Food and 1975 1994
office and plant pharmaceutical
ingredients
Reading, PA Textile dyes, 1910-
chemical plant organic chemicals, 1979 Owned
and food colors
Tertre, Belgium Textile and
office, laboratory, other dyes 1970 Owned
and chemical plant
Specialty Process Equipment
and Controls:
Edison, NJ Blow Molding and 1974- 1995
office and extrusion 1979
machine shop equipment
Pawcatuck, CT Plastics and 1965-
office and machine rubber extrusion 1985 Owned
shop and electronic
control equipment
and systems
Pawcatuck, CT Extrusion 1968 1996
office, machine systems
shop and warehouse
All plants are built of brick, tile, concrete, or sheet metal
materials and are of one-floor construction except parts of the
plants located in Reading and Gibraltar, Pennsylvania, Nutley, New
Jersey, Oissel, France and Tertre, Belgium. All are considered to
be in good operating condition, well maintained, and suitable for
the Corporation's requirements.
Item 3. Legal Proceedings
Kem Manufacturing Corporation ("Kem"), a wholly-owned
subsidiary of the Corporation acquired in 1976, has been named,
along with others, a potentially responsible party under the New
Jersey Spill Compensation and Control Act by the New Jersey
Department of Environmental Protection and Energy with respect to
the Evor Phillips waste disposal site located in central New
Jersey. It appears that Kem held title to the site between 1970
and 1974, prior to the acquisition of Kem by the Corporation, but
that Kem did not own or operate any facility at the site. Based on
the facts currently known to the Corporation, the Corporation does
not believe that the cost to the Corporation of any remedial
actions at the site will have a material effect on the
Corporation's liquidity and financial condition or the results of
the Corporation's operations in any given year.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders
during the fourth quarter of the fiscal year covered by this
report.
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters
The information concerning the range of market prices for
the Corporation's Common Stock on the New York Stock Exchange and
the amount of dividends paid thereon during the past two years, set
forth in the Notes to Consolidated Financial Statements on page 23
of the Corporation's 1993 Annual Report to Stockholders, is
incorporated herein by reference.
The number of registered holders of Common Stock of the
Corporation on December 25, 1993 was 3,973.
Item 6. Selected Financial Data
The selected financial data for the Corporation for each of
its last five fiscal years, set forth under the heading "Eleven
Year Selected Financial Data" on pages 26 and 27 of the
Corporation's 1993 Annual Report to Stockholders, is incorporated
herein by reference.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Management's discussion and analysis of the Corporation's
financial condition and results of operations, set forth under the
heading "Management's Discussion and Analysis" on pages 10 through
13 of the Corporation's 1993 Annual Report to Stockholders, is
incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The financial statements of the Corporation, notes thereto,
and supplementary data, appearing on pages 14 through 25 of the
Corporation's 1993 Annual Report to Stockholders, are incorporated
herein by reference.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant
Information called for by this Item concerning directors of
the Corporation is included in the definitive proxy statement for
the Corporation's Annual Meeting of Stockholders to be held on
April 12, 1994, which has been filed with the Commission pursuant
to Regulation 14A, and such information is incorporated herein by
reference.
The executive officers of the Corporation are as follows:
Vincent A. Calarco, age 51, has served as President and
Chief Executive Officer of the Registrant since 1985 and Chairman
of the Board since 1986. He is former Vice President for Strategy
and Development, Uniroyal, Inc. (1984-1985), and former President
of Uniroyal Chemical Company (1979-1984). Mr. Calarco has been a
member of the Board of Directors of the Registrant since 1985. Mr.
Calarco also serves as a director of Caremark International Inc.
and J.M. Huber Corporation.
Robert W. Ackley, age 52, has served as a Vice President of
the Registrant since 1986 and as President of the Registrant's
Davis-Standard Division since 1983.
Peter Barna, age 50, has served as Treasurer of the
Registrant since 1980 and as Principal Accounting Officer since
1986.
John T. Ferguson, II, age 47, has served as Chief Legal
Officer and Secretary of the Registrant since 1989.
Nicholas Fern, Ph.D., age 50, has served as President of the
Registrant's International Dyes and Chemicals Division since 1992,
and as Managing Director of Crompton & Knowles Europe, S.A.
(formerly Crompton & Knowles Tertre) since 1978.
Edmund H. Fording, Jr., age 57, has served as Vice President
of the Registrant since 1991 and as President of the Registrant's
Dyes and Chemicals Division since 1989. He is the former General
Manager of the Dyes Division of Hilton Davis Co. (1988-1989) and
Director of the Organic Department of Mobay Corporation
(1980-1988).
Marvin H. Happel, age 54, has served as Vice President -
Organization of the Registrant since 1986. He is the former
Director of Human Resources of Uniroyal Chemical Company
(1979-1986).
Charles J. Marsden, age 53, has served as Vice President -
Finance and Chief Financial Officer and as a member of the Board of
Directors of the Registrant since 1985.
Frank H. Schoonyoung, age 51, has served as President of the
Corporation's Ingredient Technology Division since July 1992. He
is the former Vice President and General Manager of Universal
Flavors - U.S.A., Inc. (1990-1992) and Senior Vice President and
Director, Flavor Division, Fritzsche Dodge & Olcott, a unit of BASF
K&F Corporation (1965-1990).
The term of office of each of the above-named executive
officers is until the first meeting of the Board of Directors
following the next annual meeting of stockholders and until the
election and qualification of his successor.
There is no family relationship between any of such
officers, and there is no arrangement or understanding between any
of them and any other person pursuant to which any such officer was
selected as an officer.
Item 11. Executive Compensation
Information called for by this Item is included in the
definitive proxy statement for the Corporation's Annual Meeting of
Stockholders to be held on April 12, 1994, which has been filed
with the Commission pursuant to Regulation 14A, and such
information is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
Information called for by this Item is included on page 5 of
the definitive proxy statement for the Corporation's Annual Meeting
of Stockholders to be held on April 12, 1994, and such information
is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
Information called for by this Item is included in the
definitive proxy statement for the Corporation's Annual Meeting of
Stockholders to be held on April 12, 1994, and such information is
incorporated herein by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
(a) The following documents are filed as a part of this report:
1. The financial statements and financial statement schedules
listed in the Index on page F-1 of Exhibit 27 hereof.
2. The Exhibits listed in paragraph (c), below.
(b) There were no reports on Form 8-K filed during the last
quarter of the period covered by this report.
(c) The following Exhibits are either filed with this report on
Form 10-K or incorporated herein by reference to the respective
reports and registration statements of the Registrant identified in
the parenthetical clause following the description of the Exhibit:
Exhibit Description Sequential
No. of Exhibit Page No.
3(i) Restated Articles of Organization of the Corp-
oration filed with the Commonwealth of
Massachusetts on October 27, 1988, as amended
on April 10, 1990 and on April 14, 1992.
(Exhibit 3(a) to Form 10-K for the fiscal year
ended December 26, 1992.) --
3(ii) By-laws of the Corporation as amended to date.
(Exhibit 3(b) to Form 10-K for the fiscal year
ended December 30, 1989.) --
4(a)(1) Rights Agreement dated as of July 20, 1988,
between the Registrant and The Chase Manhattan
Bank, N.A., as Rights Agent. (Exhibit 1 to
Form 8-K dated July 29, 1988.) --
4(a)(2) Agreement dated as of March 28, 1991, amending
Rights Agreement dated as of July 20, 1988,
between the Registrant and The Chase Manhattan
Bank, N.A., as Rights Agent. (Exhibit 4(i)(i)
to Form 10-K for the fiscal year ended
December 29, 1990.) --
4(b) Credit Agreement dated as of September 28, 1992,
among the Registrant, five banks, and Bankers Trust
Company as Agent. (Exhibit 10.1 to Registration
Statement No. 33-52642 on Form S-3.)
(Other instruments defining the rights of holders
of long-term debt of the Registrant are not being filed
herewith pursuant to the provisions of Instruction 4(iii)
to Item 601 of Regulation S-K. The Registrant agrees to
furnish a copy of any such instrument to the Commission
upon request.)
**10(a) 1983 Stock Option Plan of Crompton & Knowles
Corporation, as amended through April 14, 1987.
(Exhibit 10(c) to Form 10-Q for the quarter ended
March 28, 1987.) --
**10(b) 1977 Stock Option Plan of Crompton & Knowles
Corporation, as amended. (Exhibit 28(b) to
Registration Statement No. 2-83339 on Form S-8.) --
**10(c) Amendments to Crompton & Knowles Corporation
Stock Option Plans adopted February 22, 1988.
(Exhibit 10(d) to Form 10-K for the fiscal
year ended December 26, 1987.) --
**10(d) Amended Annual Incentive Compensation Plan
* for "A" Group of Senior Executives dated January
24, 1994. --
**10(e) Summary of Management Incentive Bonus Plan for
selected key management personnel. (Exhibit 10(m)
to Form 10-K for the fiscal year ended December 27,
1980.) --
**10(f) Supplemental Medical Reimbursement Plan. (Exhibit
10(n) to Form 10-K for the fiscal year ended
December 27, 1980.) --
**10(g) Supplemental Dental Reimbursement Plan. (Exhibit
10(o) to Form 10-K for the fiscal year ended
December 27, 1980.) --
**10(h) Employment Agreement dated February 22, 1988,
between the Registrant and Vincent A. Calarco.
(Exhibit 10(j) to the Form 10-K for the fiscal year
ended December 26, 1987.) --
**10(i) Form of Employment Agreement entered into in
1988, 1989 and 1992 between the Registrant and
seven of its executive officers. (Exhibit 10(k) to
Form 10-K for the fiscal year ended December 26,
1987.) --
**10(j) Amended Supplemental Retirement Agreement dated
* October 20, 1993 between the Registrant and
Vincent A. Calarco. --
**10(k) Form of Amended Supplemental Retirement Agreement
* dated October 20, 1993 between the Registrant
and three of its executive officers. --
**10(l) Supplemental Retirement Agreement Trust
* Agreement dated October 20, 1993 between the
Registrant and Shawmut Bank, N.A. --
**10(m) Amended Benefit Equalization Plan dated
* October 20, 1993. --
**10(n) Amended Benefit Equalization Plan Trust Agreement
* dated October 20, 1993 by and between the
Registrant and Shawmut Bank, N.A. --
**10(o) Amended 1988 Long Term Incentive Plan. --
*
10(p) Trust Agreement dated as of May 15, 1989, by and
between the Registrant and Shawmut Worcester
County Bank, N.A. and First Amendment thereto
dated as of February 8, 1990. (Exhibit 10(w)
to Form 10-K for the fiscal year ended December 30,
1989.) --
**10(q) Form of 1989 - 1991 Long Term Performance Award
Agreement (as amended). (Exhibit 10(x) to Form
10-K for the fiscal year ended December 30, 1989.) --
**10(r) Form of 1992 - 1994 Long Term Performance Award
Agreement. (Exhibit 10(y) to Form 10-K for the
fiscal year ended December 28, 1991.) --
**10(s) Crompton & Knowles Corporation Restricted Stock Plan
for Directors approved by the stockholders on April
9, 1991. (Exhibit 10(z) to Form 10-K for the fiscal
year ended December 28, 1991.) --
10(t) Share Purchase Agreement dated as of April 30, 1992
between Crompton & Knowles Europe, S.A., a subsidiary
of the Registrant, and Imperial Chemical Industries
PLC. (Exhibit 10(z) to Form 10-K for the fiscal
year ended December 26, 1992.) --
**10(u) 1993 Stock Option Plan for Non-Employee Directors __
*
*11 Statement re computation of per share earnings. --
*13 1993 Annual Report to Stockholders of Crompton &
Knowles Corporation. (Not to be deemed to be filed
with the Securities and Exchange Commission except
for those portions thereof which are expressly
incorporated by reference into this report on
Form 10-K.) --
21 Subsidiaries of the Registrant. (Exhibit 22 to Form
10-K for the fiscal year ended December 26, 1992.) --
*23 Consent of independent auditors.
*24 Power of attorney from directors and executive
officers of the Registrant authorizing signature of
this report. (Original on file at principal executive
offices of Registrant.)
*27 Financial Statements and Financial Statement Schedules.
*29 Annual Report on Form 11-K of Crompton & Knowles
Corporation Employee Stock Ownership Plan for
the fiscal year ended December 31, 1993.
*Copies of these Exhibits are annexed to this report on Form 10-K
provided to the Securities and Exchange Commission and the New York
Stock Exchange.
**This Exhibit is a compensatory plan, contract or arrangement in
which one or more directors or executive officers of the Registrant
participate.
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.
CROMPTON & KNOWLES CORPORATION
(Registrant)
Date: March 25, 1994 By: /s/ Charles J. Marsden
Charles J. Marsden,
Vice President-Finance
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 date
indicated.
Name Title
Vincent A. Calarco* Chairman of the Board, President,
and Director (Principal Executive
Officer)
Charles J. Marsden* Vice President-Finance and
Director (Principal Financial
Officer)
Peter Barna* Treasurer (Principal Accounting
Officer)
James A. Bitonti* Director
Harry W. Buchanan* Director
Robert A. Fox* Director
Roger L. Headrick* Director
Leo I. Higdon, Jr.* Director
Michael W. Huber* Director
Warren A. Law* Director
C. A. Piccolo* Director
Howard B. Wentz, Jr. * Director
Date: March 25, 1994 *By: /s/ Charles J. Marsden
Charles J. Marsden,
as attorney-in-fact