UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
- -----
X EXCHANGE ACT OF 1934 (FEE REQUIRED)
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For the fiscal year ended December 30, 1995
----------------------------------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
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EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
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For the transition period from _______________ to ______________
Commission file number 0-4723
FARR COMPANY
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 95-1288401
- ------------------------------------ ---------------------------------------
(State or other jurisdiction of (I.R.S.Employer Identification Number)
incorporation or organization)
2221 Park Place, El Segundo, CA 90245
- ------------------------------------ ---------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 536-6300.
Securities registered pursuant to Section 12 (g) of the Act:
Title of Class Name of Exchange on Which Registered
-------------- ------------------------------------
Common Stock, $.10 Par Value NASDAQ
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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__
The aggregate market value of voting common stock held by non-affiliates of
Registrant on March 8, 1996, based on the closing sale price on such date, was
$33,082,907.
The number of shares of common stock outstanding on March 8, 1996 was 3,794,211.
DOCUMENTS INCORPORATED BY REFERENCE
PART I AND II:
The Annual Report to Stockholders for the fiscal year ended December 30, 1995.
PART I AND III:
The Proxy Statement for the Annual Meeting of Stockholders to be held April 30,
1996.
PART I
Item 1. Business
- ----------------
Farr Company and its subsidiaries (hereinafter collectively referred to as the
"Company" or "Registrant") are engaged in the design, development, manufacture,
sale and service of filters and filtration systems. These products are used for
a wide variety of applications, including heating, ventilation and air
conditioning systems, manufacturing and process cleanrooms, special application
filters for original equipment manufacturers, diesel-powered truck engines,
railroad locomotives, dust collection systems and gas turbines. Air filter
efficiencies range from 20 percent in disposable products to 99.9999+ percent in
cleanroom products. Products are available as standard items or may be custom
engineered. They range in size and complexity from a small throwaway air filter
to large gas turbine systems with a single filter component module weighing in
excess of twenty tons.
All of the Company's filter products incorporate at least one of five basic
methods of filtration. These include strainer type filters which block the
passage of particles through the use of various types of materials such as
paper, non-woven cotton fabric, fiberglass and metal screening; impingement and
diffusion type filters which consist of layers of various types of screening
materials sometimes with an oil coating that traps dust particles; inertial
separators which filter high velocity air by changing its direction; and
activated carbon filters which absorb odors and gases. Paper, fabric, fiberglass
and carbon filters are disposable and the Company sells replacements.
Many products manufactured by the Company are enclosed in hardware ranging from
simple frames to large component modules weighing in excess of twenty tons. The
percentage of the Company's total sales involving the fabrication of large
enclosures used in special filtration and noise abatement systems was
approximately 4 percent in 1995, 6 percent in 1994 and 13 percent in 1993. These
products are sold primarily for use with gas turbine installations in
applications in the electrical generating, oil and gas industries.
The Company also maintains and services air filtration systems and accessory
equipment in buildings and industrial plants in Southern California and Phoenix,
Arizona. This service includes replacing disposable filters.
The Company was organized in California in 1938, and in 1987 the Company
reincorporated in Delaware.
2
Materials
- ---------
The principal materials used in manufacturing the Company's products are ferrous
and non-ferrous materials, plastisols, urethanes, adhesives and certain finished
and semi-finished filter materials, including screen, activated carbon, cotton
fibers, paper and fiberglass. The Company does not depend on any single source
for a significant portion of its raw materials.
Product Engineering and Development
- -----------------------------------
At December 30, 1995, the Company employed approximately 43 engineers, draftsmen
and technicians in the United States, Canada and England to improve and develop
existing products, to design, develop and test new products and to improve
production equipment and techniques. The Company spent approximately $2,251,000,
$2,221,000 and $2,048,000 for product engineering and development in 1995, 1994,
and 1993, respectively.
The Company owns a number of United States and foreign patents. Although the
Company considers these patents to be of value in its operations, its business
is not dependent on any single patent or group of patents.
Sales and Distribution
- ----------------------
The Company's products are sold throughout the United States and in over 40
foreign countries through salesmen working out of field sales offices and
through various distributors and manufacturers' representatives.
Certain of the Company's products are manufactured and sold under licensing
agreements with manufacturers located in Argentina, Australia, France, Hong
Kong, India, Indonesia, Italy, Japan, Malaysia, Mexico, New Zealand, Singapore,
Taiwan and Venezuela.
During 1995, no customer accounted for more than 10% of net sales.
Backlog
- -------
The Company's backlog at December 30, 1995 was $16,017,000 up from $13,455,000
at December 31, 1994.
Historically, backlog has not been a significant measure of the Company's future
business activities since the majority of orders are shipped within forty-five
to sixty days of receipt. During 1995, approximately 5.1% of the Company's
business was derived from products with lead times longer than sixty days.
These products are primarily heavy fabrication products such as gas turbine
equipment. The backlog of orders relating to heavy fabrication products was
approximately $4,611,000 and $1,903,000 at December 30, 1995 and December 31,
1994, respectively. All of the December 30, 1995 backlog is scheduled for
delivery during 1996.
3
International Operations
- ------------------------
The Company engages in operations in foreign countries as described above. For
information regarding the geographic distribution, revenue, operating profit
(loss) and identifiable assets of the Company's domestic and international
operations, see Note 12 of Notes to Consolidated Financial Statements, included
in the Company's Annual Report to Stockholders, which is incorporated herein by
reference.
The Company's international operations are subject to the additional risks
inherent in doing business in countries whose governments have policies
different than those of the United States. To date the Company has experienced
no material problems in foreign countries arising from political instability or
currency restrictions or fluctuations.
Competition
- -----------
The fields in which the Company operates are highly competitive with numerous
other companies manufacturing and selling competing products. While information
with respect to the industry ranking of the Company among manufacturers of
similar products is not available, the Company believes that its principal
competitors in most of its major product areas are American Air Filter Company,
Inc., a wholly owned subsidiary of Snyder General Corporation, Donaldson
Company, Inc. and Clarcor, Inc. A number of the Company's competitors have
larger sales and greater financial resources than the Company. The Company
believes the principal competitive factors in the sale of its products are
technical competence, quality and the ability to respond to the unique
individual requirements of its customers.
Employees
- ---------
At March 8, 1996, the Company had approximately 1,299 employees as compared to
approximately 1,244 on February 28, 1995.
The Company's 5 drivers and warehousemen at its El Segundo service office are
covered by a collective bargaining agreement with the Teamsters Union which
expires on February 6, 1997; 32 employees at the Company's Delano plant are
covered by a collective bargaining agreement with the Sheet Metal Workers
International Association which expires June 30, 1998. At March 8, 1996,
approximately 114 employees at the Company's Montreal, Canada plant were covered
by a three year collective bargaining agreement expiring August 31, 1997 and
approximately 28 employees at the Company's Birmingham, England plant were
covered by a collective bargaining agreement that expires on December 31, 1996.
4
Executive Officers of the Registrant
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================================================================================
Position Held and
Business Experience During
Name Age Past Five Years
- ---- --- ---------------
Richard L. Farr 52 Director of the Company (since November
1988), Senior Vice President of the Company
(since January 1995), Vice President of the
Company (from November 1987 to January 1995),
first cousin of David J. Farr; a Director.
Kenneth W. Gerstner 52 Senior Vice President, Secretary and Chief
Financial Officer of the Company (Since
January 1995), Vice President, Secretary and
Chief Financial Officer of the Company (from
June 1993 to January 1995), Controller,
Archive Technology, Inc. (from June 1990 to
May 1993), Assistant Corporate Controller,
Archive Corporation (from March 1989 to June
1990).
John C. Johnston 52 President and Chief Operating Officer (since
February 1996); Senior Vice President of the
Company (from January 1995 to February 1996);
President of Easton Aluminum, Inc. (January
1986 to December 1994).
H. Jack Meany 73 Chairman and Chief Executive Officer of the
Company (since February 1996); Chairman,
President, and Chief Executive Officer (from
April 1994 to February, 1996); Director of
the Company (from June 1976 to March 1994);
Retired; Chairman of the Board and Chief
Executive Officer (from October 1975 to March
1988) of NI Industries, Inc., manufacturer of
building, industrial, and defense products;
Director, APS Corp., Borg Warner Industrial
Products Corp.
Myron G. Rasmussen 58 Vice President of the Company (since March
1990), Director of Engineering of the Company
(from August 1977 to May 1990).
================================================================================
5
Item 2. Properties
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The location and general description of the Company's principal properties at
March 8, 1996 are set forth in the following tables. All such properties are
owned by the Company except as noted:
Floor Area
Location (Square Feet) Principal Uses
-------- ------------- --------------
Jonesboro, AR 220,000 Manufacturing
El Segundo, CA 50,000 Corporate Offices
El Segundo, CA 40,000 Warehouse
Delano, CA 39,000 Manufacturing
Corcoran, CA 80,000 Manufacturing
Eatonton, GA (leased) 76,000 Closed
Crystal Lake, IL 120,000 Manufacturing
Holly Springs, MS 208,000 Manufacturing
Conover, NC 107,000 Manufacturing
Pryor, OK (leased) 80,000 Closed
Montreal, Canada 153,000 Manufacturing
Birmingham, England 82,000 Manufacturing
The Company leases sales office and warehouse space in or near San Diego,
California; Phoenix, Arizona; Toronto, Canada; Tremelo, Belgium; Detroit,
Michigan and Singapore.
The Company believes that its facilities and manufacturing equipment are well
maintained and adequate for current operations. During 1995, the Company
believes that utilization of its various production facilities ranged from 40 to
80 percent, depending upon product mix.
Item 3. Legal Proceedings
- --------------------------
The Company is involved in several claims and suits that arise out of the
ordinary course of business, and has tax returns under review. Management
believes that these matters are either adequately reserved, covered by its
insurance, or would not have a material adverse effect on the financial position
or operations of the Company if disposed of unfavorably.
Item 4. Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
Not applicable.
Incorporation by Reference
- --------------------------
The following portion of the Company's Annual Report to Stockholders for the
year ended December 30, 1995 ("Annual Report") is hereby incorporated by
reference.
Portion of
Form 10-K Item No. Document Portion of Document
------------------ -------- -------------------
Part I - Item 1 and 2 Annual Report Pages 6 through 17
6
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
- -----------------------------------------------------------------------------
The Company's Common Stock trades on the NASDAQ Stock Market under the symbol
FARC. At March 8, 1996, there were approximately 700 stockholders of record of
the Company's Common Stock.
Dividends
- ---------
The Company did not pay any dividends on its Common Stock over the last two
years.
The above Item 5, information should be read in conjunction with information
appearing under the captions "Consolidated Statements of Shareholders'
Investment", "Selected Financial Data" and "Summary of Stock Quotations" on
pages 7, 18 and 21 of the Company's 1995 Annual Report to Stockholders.
Item 6. Selected Financial Data
- -------------------------------
The five year summary under "Selected Financial Data" included on page 18 of the
Company's 1995 Annual Report to Stockholders is incorporated herein by this
reference. The five-year summary should be read in conjunction with the
Company's consolidated financial statements and accompanying notes included
under Item 8, Consolidated Financial Statements and Supplementary Data.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
- ------ of Operations
-------------
"Management's Discussion and Analysis " on pages 19 through 21 of the Company's
1995 Annual Report to Stockholders is incorporated herein by this reference.
Item 8. Consolidated Financial Statements and Supplementary Data
- ----------------------------------------------------------------
Pages 6 through 17 of the Company's 1995 Annual Report to Stockholders, which
include the consolidated financial statements, and the Independent Auditors'
Report as listed in Item 14(a)I, are incorporated herein by this reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
- ------- Financial Disclosure
--------------------
Not applicable.
7
PART III
Compliance with Section 16(a) of the Exchange Act
- -------------------------------------------------
Information appearing under the caption "Compliance With Section 16(a) of the
Exchange Act" in the Company's 1996 Proxy Statement is incorporated herein by
this reference.
Item 10. Directors and Executive Officers of the Registrant.
- ------------------------------------------------------------
Information appearing under the caption "Election of Directors" in the Company's
1995 Proxy Statement is incorporated herein by this reference.
Item 11. Executive Compensation
- -------------------------------
Information appearing under the captions "Executive Compensation" and "Pension
Plans" in the Company's 1995 Proxy Statement is incorporated herein by this
reference. Information appearing under the captions "Report of the Compensation
and Stock Option Committee" and "Stock Performance Graph" in the Company's 1995
Proxy Statement is not incorporated herein by this reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
- -----------------------------------------------------------------------
Information appearing under the caption "Beneficial Ownership of Securities" in
the Company's 1995 Proxy Statement is incorporated herein by this reference.
Item 13. Certain Relationships and Related Transactions
- -------------------------------------------------------
Note 1 to the consolidated financial statements, included on page 9 of the
Company's 1995 Annual Report to Stockholders, and the caption "Relationship with
Independent Public Accountants" in the Company's 1995 Proxy Statement contain
information about certain relationships and are incorporated herein by this
reference.
8
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
- ------------------------------------------------------------------------
(a) Financial Statements, Schedules and Exhibits:
(1) Index to Financial Statements and Supplementary Data.
The financial statements listed below are set forth in the
Company's Annual Report to Shareholders for the fiscal year ended
December 30, 1995 and are incorporated herein by this reference.
Annual Report
Page No.
--------
Consolidated Balance Sheets, December 30, 1995 and
December 31, 1994. 6
Consolidated Operations Statements and Consolidated
Statements of Stockholders' Investment, for the three
years ended December 30, 1995, December 31, 1994 and
January 1, 1994. 7
Consolidated Statements of Cash Flows, for the three
years ended December 30, 1995, December 31, 1994 and
January 1, 1994. 8
Notes to the Consolidated Financial Statements. 9-16
Report of Independent Public Accountants. 17
(2) The exhibits filed as part of this report are listed in the Exhibit
Index which follows the Supplemental Schedules referred to above.
Management contracts and compensatory plans and arrangements listed in
the Exhibit Index are denoted with an asterisk (*).
(b) 8-K Reports:
None
9
SIGNATURES
Pursuant to the requirements of Section 13 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.
FARR COMPANY
Dated: March 28, 1996 By: /s/ H. Jack Meany
--------------------------- --------------------------------
H. Jack Meany
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Dated: March 28, 1996 By: /s/ H. Jack Meany
--------------------------- --------------------------------
H. Jack Meany
Chairman and Chief Executive Officer
Dated: March 28, 1996 By: /s/ Robert G. Batinovich
--------------------------- --------------------------------
Robert G. Batinovich
Director
Dated: March 28, 1996 By: /s/ Richard P. Bermingham
--------------------------- --------------------------------
Richard P. Bermingham
Director
Dated: March 28, 1996 By: /s/ Richard L. Farr
--------------------------- --------------------------------
Richard L. Farr
Director
Dated: March 28, 1996 By: /s/ David J. Farr
--------------------------- --------------------------------
David J. Farr
Director
Dated: March 28, 1996 By: /s/ John J. Kimes
--------------------------- --------------------------------
John J. Kimes
Director
Dated: March 28, 1996 By: /s/ Kenneth W. Gerstner
--------------------------- ---------------------------------
Kenneth W. Gerstner
Sr. Vice President, Secretary
and Chief Financial Officer
10
FARR COMPANY AND SUBSIDIARIES
List of Exhibits
Item Description
---- -----------
3.1 Certificate of Incorporation of Registrant as currently in effect.
3.2 Amended By-Laws of Registrant as currently in effect.
4.31 Rights Agreement, dated as of April 3, 1989, between Farr Company
and Bank of America NT & SA (formerly Security Pacific National
Bank). Filed as Exhibit 1 on Form 8K dated April 18, 1989 and
incorporated herein by this reference.
4.37 Loan Agreement by and between the Mississippi Business Finance
Corporation and Farr Company dated July 1, 1991, in connection
with Holly Springs, Mississippi Industrial Development Revenue
Bond Financing. Filed as Exhibit 4.37 on Form 10-K dated December
28, 1991 and incorporated herein by this reference.
4.39 Letter of Credit No. 910809-IS-284-LA dated August 15, 1991, in
favor of First Tennessee Bank National Association in connection
with Holly Springs, Mississippi Industrial Development Revenue
Bond Financing. Filed as Exhibit 4.39 on Form 10-K dated December
28, 1991 and incorporated herein by this reference.
4.40 Reimbursement Agreement between Farr Company and Bank of America
NT & SA dated as of August 15, 1991, in connection with Holly
Springs, Mississippi Industrial Development Revenue Bond
Financing. Filed as Exhibit 4.40 on Form 10-K dated December 28,
1991 and incorporated herein by this reference.
4.44 First Amendment and Waiver to the Holly Springs Reimbursement
Agreement, dated October 15, 1991, between Bank of America NT & SA
and Farr Company. Filed as Exhibit 4.44 on Form 10-K dated
December 28, 1991 and incorporated herein by this reference.
4.48 Waiver and Agreement dated March 25, 1992 to the Reimbursement
Agreement dated August 15, 1991, between Farr Company and Bank of
America NT & SA in connection with Holly Springs, Mississippi
Industrial Revenue Bond Financing. Filed as Exhibit 4.48 on Form
10-K dated January 1, 1994 and incorporated herein by this
reference.
11
4.58 Credit Agreement dated as of February 3, 1994 between Farr
Company, as borrower, and 4.58 General Electric Capital
Corporation, as Lender. Filed as Exhibit 1 on Form 8-K dated
February 7, 1994 and incorporated herein by this reference.
4.61 Second Amendment to Reimbursement Agreement, dated as of February
3, 1994, to Reimbursement Agreement dated as of August 15, 1991,
as previously amended, between Farr Company and Bank of America NT
& SA in connection with Holly Springs, Mississippi Industrial
Revenue Bond Financing. Filed as Exhibit 4 on Form 8-K dated
February 7, 1994 and incorporated herein by this reference.
4.63 Amendment, dated July 11, 1995 to Credit Agreement dated February
3, 1994 between Farr 4.63 Company, as borrower, and General
Electric Capital Corporation, as Lender. Filed as Exhibit 4.64 on
Form 10-Q for the quarter ended July 1, 1995 and incorporated
herein by this reference.
4.64 Credit Agreement dated February 15, 1996 between Farr Company, as
borrower, and Bank of America National Trust and Savings
Association, as lender.
Registrant agrees that it will furnish to the Commission upon
request copies of any other instruments with respect to the
long-term debt of Registrant and its subsidiaries; under none of
such other instruments does the total amount of securities
authorized exceed 10 percent of the total assets of Registrant and
its subsidiaries on a consolidated basis.
*10.1 Non-Qualified Deferred Compensation Plan, dated July 31, 1987.
Filed as Exhibit 10.1 to Annual Report on Form 10-K for the year
ended January 2, 1988 and incorporated herein by this reference.
*10.3 Deferred Compensation Plan for Directors dated November 5, 1980.
Filed as Exhibit 10.5 to Annual Report on Form 10-K for the year
ended January 3, 1981 and incorporated herein by this reference.
*10.4 Farr Company Management Incentive Bonus Plan. Filed as Exhibit
10.6 to Annual Report on Form 10-K for the year ended January 3,
1981 and incorporated herein by this reference.
*10.5 Deferred Compensation Plan for Officers dated April 30, 1981.
Filed as Exhibit 10.7 to Annual Report on Form 10-K for the year
ended January 2, 1982 and incorporated herein by this reference.
*10.6 Amendments to Stock Option Plan for Key Employees. Filed as
Exhibit 10.8 to Annual Report on Form 10-K for the year ended
January 2, 1982 and incorporated herein by this reference.
12
*10.7 1983 Stock Option Plan for Key Employees as amended. Filed as
Exhibit A to registrant's definitive proxy statement for the
annual meeting of stockholders held on May 4, 1988 and
incorporated herein by this reference.
*10.9 Trust Agreement pursuant to the Employee Stock Ownership Plan for
Office Employees of Farr Company and Employee Stock Ownership Plan
for Shop Employees of Farr Company, dated December 1, 1989,
between Farr Company and Bank of America NT & SA (formerly
Security Pacific National Bank) . Filed as Exhibit 10.9 to Annual
Report on Form 10-K for the year ended December 30, 1989 and
incorporated herein by this reference.
*10.10 Employee Stock Ownership Plan for office employees of Farr
Company, dated December 1, 1989. Filed as Exhibit 10.10 to Annual
Report on Form 10-K for the year ended December 30, 1989 and
incorporated herein by this reference.
*10.12 Farr Company Supplemental Executive Benefits Plan dated July 24,
1990. Filed as Exhibit 10.12 on Form 10-K for the year ended
December 29, 1990 and incorporated herein by this reference.
*10.14 Non-Employee Directors Stock Option Plan, filed as Exhibit 10.14
on Form 10-K for the year ended December 29, 1990 and incorporated
herein by this reference.
*10.16 The Office Employees' 401(k) Plan of Farr Company, dated September
10, 1991. Filed as Exhibit 10.16 on Form 10-K for the year ended
December 28, 1991 and incorporated herein by this reference.
*10.17 Twelfth Amendment to the Employees' Profit Sharing Retirement Plan
of Farr Company, dated September 10, 1991. Filed as Exhibit 10.17
on Form 10-K for the year ended December 28, 1991 and incorporated
herein by this reference.
*10.21 The 1993 Stock Option Plan for Key Employees of Farr Company.
Filed as Exhibit 10.21 on Form 10-K for the year ended December
31, 1994 and incorporated herein by this reference.
*10.22 First Amendment to the 1993 Stock Option Plan by key employees of
Farr Company dated September 20, 1994. Filed as Exhibit 10.22 on
Form 10-Q for the quarter ended October 1, 1994 and incorporated
herein by this reference.
13
*10.23 Amendment to the Company's 1991 Stock Option Plan for Non-Employee
Directors dated September 20, 1994, filed as Exhibit 10.23 on Form
10-Q for the quarter ended October 1, 1994 and incorporated herein
by this reference.
*10.24 The Corporate Plan for Retirement Select Plan, the Profit
Sharing/401(k) Plan, Basic Plan Document dated April 11, 1994.
Filed as Exhibit 10.24 on Form 10-K for the year ended December
31, 1994 and incorporated herein by reference.
*10.25 The Profit Sharing/401(k) Plan for Office Employees of Farr
Company Non-Standardized Adoption Agreement 002, Basic Plan No.
07. dated September 27, 1994. Filed as Exhibit 10.25 on Form 10-K
for the year ended December 31, 1994 and incorporated herein by
reference.
*10.26 The Profit Sharing/401(k) Plan for Shop Employees of Farr Company
Non-Standardized Adoption Agreement 002, Basic Plan dated
September 27, 1994. Filed as Exhibit 10.26 on Form 10-K for the
year ended December 31, 1994 and incorporated herein by reference.
*10.27 First amendment to The Office Employees' 401(k) Plan of Farr
Company, dated December 16, 1994. Filed as Exhibit 10.27 on Form
10-K for the year ended December 31, 1994 and incorporated herein
by reference.
*10.28 First amendment to The Shop Employees' 401(k) Plan of Farr
Company, dated December 16, 1994. Filed as Exhibit 10.28 on Form
10-K for the year ended December 31, 1994 and incorporated herein
by reference.
*10.29 Thirteenth Amendment to The Employees' Profit Sharing Retirement
Plan of Farr Company, dated December 16, 1994. Filed as Exhibit
10.29 on Form 10-K for the year ended December 31, 1994 and
incorporated herein by reference.
*10.30 Thirteenth Amendment to The Retirement Plan for Production and
Maintenance Employees of Farr Company, dated December 16, 1994.
Filed as Exhibit 10.30 on Form 10-K for the year ended December
31, 1994 and incorporated herein by reference.
*10.31 Second Amendment to The Employee Stock Ownership Plan for Shop
Employees of Farr Company dated December 16, 1994. Filed as
Exhibit 10.31 on Form 10-K for the year ended December 31, 1994
and incorporated herein by reference.
*10.32 First Amendment to The Employee Stock Ownership Plan for Office
Employees of Farr Company dated December 16, 1994. Filed as
Exhibit 10.32 on Form 10-K for the year ended December 31, 1994
and incorporated herein by reference.
14
*10.33 Second Amendment to the 1991 Stock Option Plan for Non-Employee
Directors dated September 12, 1995.
*10.34 Employee contract agreement between John Johnston and Farr Company
dated Novembers 28, 1994.
*10.35 The Farr Company 401(k)/Retirement Plan dated December 15, 1995.
*10.36 The Farr Company Supplemental Executive Savings Plan Adoption
Agreement, dated November 21, 1995.
*10.37 The Corporate Plan for Retirement Select Plan, Fidelity Basic Plan
Document dated April 11, 1994 (SESP).
*10.38 Trust Agreement for Farr Company 401K/Retirement Plan, dated
December 15, 1995.
*10.39 Trust Agreement for Farr Company Supplemental Executive Savings
Plan between Farr Company as sponsor and Fidelity Management Trust
Company (trustee) dated November 21, 1995.
11 Computation of earnings per common share and common share
equivalents.
13 Annual Report to Stockholders. With the exception of the
information incorporated by reference into Items 1, 2, 5, 6, 7 and
8 of this Form 10-K, the 1995 Annual Report to Stockholders is not
deemed to be filed as a part of this report.
22 A list of all subsidiaries of registrant.
24 Consent of Independent Public Accountants.
27 Financial Data Schedule
* Management contract or compensatory arrangements.
Copies of Exhibits are available, on prepayment of 15 cents per page, by
writing to the Secretary of the Company at the address set forth on the
cover page of this Annual Report and Form 10-K.
15