UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _______________ to ______________
Commission file number 0-4723
FARR COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 95-1288401
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(State or other jurisdiction of (I.R.S.Employer Identification Number)
incorporation or organization)
2221 Park Place, El Segundo, CA 90245
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(Address of principal executive offices) (Zip Code)
(310) 536-6300
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12 (g) of the Act:
Title of Class Name of Exchange on Which Registered
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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.
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: April 2, 1996 By: /s/ Kenneth W. Gerstner
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Kenneth W. Gerstner
Sr. Vice President, Secretary
and Chief Financial Officer
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FARR COMPANY AND SUBSIDIARIES
List of Exhibits
Item Description
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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.
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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.
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*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.
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*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.
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*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.
** As amended by Form 10-K/A Amendment No. 1.
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.
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