FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the period ended JUNE 30, 1994
-------------------------------
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 1-5599
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INTERNATIONAL CONTROLS CORP.
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(Exact name of registrant as specified in its charter)
FLORIDA 54-0698116
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(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
2016 North Pitcher Street, Kalamazoo, Michigan 49007
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (616) 343-6121
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Indicate by check mark whether Registrant (1) 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 Registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes X No
----- -----
There were 9,036,700 shares of Registrant's only class of common stock out-
standing as of August 12, 1994.
<PAGE-1>
INDEX
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
Page Number
-----------
PART I FINANCIAL INFORMATION
Item 1 Consolidated Financial Statements (Unaudited):
Consolidated Balance Sheets at June 30, 1994
and December 31, 1993 . . . . . . . . . . . . . . . . . . . . . .2-3
Consolidated Statements of Operations for
the Three Months Ended June 30, 1994 and
June 30, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Consolidated Statements of Operations for
the Six Months Ended June 30, 1994 and
June 30, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Consolidated Statements of Cash Flows for
the Six Months Ended June 30, 1994 and
June 30, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . .6-7
Notes to Consolidated Financial Statements. . . . . . . . . . . 8-10
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . . . . .11-13
PART II OTHER INFORMATION
Item 1 Legal Proceedings . . . . . . . . . . . . . . . . . . . . . 14
Item 6 Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . 14
SIGNATURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
<PAGE-2>
Balance-Sheets
CONSOLIDATED BALANCE SHEETS
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
(in thousands, except share and per share amounts)
June 30,
1994 December 31,
(unaudited) 1993
------------- ------------
ASSETS
Cash and cash equivalents $ 41,696 $ 40,078
Accounts receivable, less allowance for
doubtful accounts of $1,050 (1993--$748) 90,321 75,701
Inventories 84,926 94,112
Other current assets 12,150 11,823
---------- ----------
Total current assets 229,093 221,714
Property, plant and equipment, net 121,815 122,355
Insurance Subsidiary's investments 89,218 90,838
Insurance Subsidiary's reinsurance
receivable 7,623 11,378
Cost in excess of net assets acquired,
net of accumulated amortization of $6,877
(1993--$6,252) 43,118 43,743
Trademark, net of accumulated amortization
of $1,925 (1993--$1,750) 11,521 11,696
Other assets 14,644 15,612
---------- ----------
Total Assets $517,032 $ 517,336
========== ==========
<PAGE-3>
Balance-Sheets--Continued
CONSOLIDATED BALANCE SHEETS--CONTINUED
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
(in thousands, except share and per share amounts)
June 30,
1994 December 31,
(unaudited) 1993
------------ ------------
LIABILITIES AND SHAREHOLDERS' DEFICIT:
Accounts payable $78,407 $ 77,876
Notes payable 5,000 5,000
Income taxes payable 9,917 7,726
Accrued compensation 18,369 15,838
Accrued interest 12,476 11,746
Other accrued liabilities 40,447 38,071
Current portion of long-term debt 29,309 14,321
---------- ----------
Total current liabilities 193,925 170,578
Long-term debt, excluding current portion:
Shareholders 30,000 30,000
Other 208,099 246,952
---------- ----------
238,099 276,952
Insurance Subsidiary's unpaid losses and
loss adjustment expenses 67,849 71,179
Unearned insurance premiums 15,015 9,547
Deferred income taxes 9,241 9,803
Postretirement benefits other than pensions 50,512 49,609
Other noncurrent liabilities 38,772 39,053
Minority interest 39,863 40,132
---------- ----------
Total liabilities 653,276 666,853
Shareholders' deficit:
Common stock, par value $0.01:
Authorized 15,000,000 shares
Outstanding 9,036,700 shares 90 90
Additional paid-in capital 14,910 14,910
Retained-earnings deficit (21,440) (36,217)
Unrealized appreciation (depreciation) on
Insurance Subsidiary's investments in
certain debt and equity securities--
Note E (1,431) 73
Notes receivable from shareholders (625) (625)
Amount paid in excess of Checker's
net assets (127,748) (127,748)
---------- ----------
Total shareholders' deficit (136,244) (149,517)
---------- ----------
Total Liabilities and
Shareholders' Deficit $ 517,032 $ 517,336
========== ==========
See notes to consolidated financial statements.
<PAGE-4>
Statements of Operations--3 Months
CONSOLIDATED STATEMENTS OF OPERATIONS
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
(in thousands, except per share amounts)
(unaudited)
Three Months Ended June 30,
1994 1993
---------- ----------
Revenues $ 277,622 $ 225,407
Cost of revenues (232,653) (191,599)
---------- ----------
Gross profit 44,969 33,808
Selling, general and administrative expense (21,263) (20,326)
Interest expense (10,149) (10,540)
Interest income 1,741 1,859
Other income (expense), net 162 (677)
Special charge--Note F --- (7,500)
---------- ----------
Income (loss) before minority equity
and income taxes 15,460 (3,376)
Minority equity (203) ---
---------- ----------
Income (loss) before income taxes 15,257 (3,376)
Income tax benefit (expense) (6,866) 4,726
---------- ----------
Net income $ 8,391 $ 1,350
========== ==========
Weighted average number of shares used in
per share computations 9,037 9,037
========== ==========
Net income per share $ 0.93 $ 0.15
========== ==========
See notes to consolidated financial statements.
<PAGE-5>
Statements of Operations--6 Months
CONSOLIDATED STATEMENTS OF OPERATIONS
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
(in thousands, except per share amounts)
(unaudited)
Six Months Ended June 30,
1994 1993
---------- ----------
Revenues $ 549,302 $ 430,340
Cost of revenues (463,488) (367,230)
---------- ----------
Gross profit 85,814 63,110
Selling, general and administrative expense (42,717) (40,312)
Interest expense (20,193) (21,005)
Interest income 3,401 3,877
Other income, net 766 314
Special charge--Note F --- (7,500)
---------- ----------
Income (loss) before minority equity,
income taxes and accounting change 27,071 (1,516)
Minority equity (203) ---
---------- ----------
Income (loss) before income taxes
and accounting changes 26,868 (1,516)
Income tax benefit (expense) (12,091) 2,122
---------- ----------
Income before accounting changes 14,777 606
Accounting changes, net of income taxes --- (46,626)
---------- ----------
Net income (loss) $ 14,777 $ (46,020)
========== ==========
Weighted average number of shares used in
per share computations 9,037 9,037
========== ==========
Income (loss) per share:
Before accounting changes $ 1.64 $ 0.07
Accounting changes --- (5.16)
---------- ----------
Net income (loss) per share $ 1.64 $ (5.09)
========== ==========
See notes to consolidated financial statements.
<PAGE-6>
Statements of Cash Flows
CONSOLIDATED STATEMENTS OF CASH FLOWS
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
(in thousands)
(unaudited)
Six Months Ended June 30,
1994 1993
---------- ----------
Cash flows from operating activities:
Net income (loss) $ 14,777 $ (46,020)
Adjustments to reconcile net income (loss)
to net cash provided by operating
activities:
Accounting changes --- 46,626
Depreciation and amortization 11,319 11,419
Deferred income tax benefit (1,343) (5,007)
Amortization of cost in excess of
net assets acquired 625 625
Amortization of debt discount 768 660
Net (gain) loss on sale of property,
plant and equipment (405) 32
Investment gains (275) (269)
Other noncash charges 4,737 3,250
Changes in operating assets and
liabilities:
Accounts receivable (15,006) (16,947)
Finance lease receivables 1,359 2,354
Inventories 9,186 (10,825)
Insurance Subsidiary's reinsurance
receivable 3,755 8,591
Other assets (623) (1,573)
Accounts payable 531 6,826
Income taxes 3,291 (3,603)
Unpaid losses and loss adjustment
expenses (3,330) (7,411)
Unearned insurance premiums 5,468 447
Postretirement benefits other
than pensions 903 ---
Other liabilities 979 18,442
---------- ----------
Net cash flow provided by operating
activities 36,716 7,617
<PAGE-7>
Statements of Cash Flows--Continued
CONSOLIDATED STATEMENTS OF CASH FLOWS--CONTINUED
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
(in thousands)
(unaudited)
Six Months Ended June 30,
1994 1993
---------- ----------
Cash flows from investing activities:
Purchases of property, plant and equipment $ (11,573) $ (11,901)
Proceeds from disposal of property, plant
and equipment and other productive assets 1,199 2,098
Purchase of investments available for sale (5,032) ---
Purchases of investments held to maturity (66,395) (24,035)
Proceeds from sale of investments available
for sale 1,983 ---
Proceeds from maturity or redemption of
investments held to maturity 69,682 28,701
Other 143 121
---------- ----------
Net cash flow used in investing activities (9,993) (5,016)
Cash flows from financing activities:
Proceeds from borrowings --- 6,922
Repayments of borrowings (24,633) (9,052)
Return of limited partner's capital (472) (439)
---------- ----------
Net cash flow used in financing activities (25,105) (2,569)
---------- ----------
Increase in cash and cash equivalents 1,618 32
Beginning cash and cash equivalents 40,078 42,199
---------- ----------
Ending cash and cash equivalents $ 41,696 $ 42,231
========== ==========
See notes to consolidated financial statements.
<PAGE-8>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
JUNE 30, 1994
(unaudited)
NOTE A--BASIS OF PRESENTATION
The accompanying consolidated financial statements of International Controls
Corp. and Subsidiaries (the "Company") have been prepared in accordance with
generally accepted accounting principles for interim financial information,
the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements.
In Management's opinion, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the six months ended June 30, 1994, are not necessarily
indicative of the results that may be expected for the year ending December
31, 1994. For further information, refer to the audited consolidated
financial statements and footnotes thereto included in the Company's annual
report on Form 10-K for the year ended December 31, 1993.
NOTE B--PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of International
Controls Corp. and its subsidiaries, including a wholly-owned trailer leasing
company, Checker Motors Co., L.P. ("Partnership") and the Partnership's
wholly-owned subsidiaries, including American Country Insurance Company
("Insurance Subsidiary").
NOTE C--INVENTORIES
Inventories are summarized below (dollars in thousands):
Inventories
June 30, December 31,
1994 1993
-------------- --------------
Raw materials and supplies $ 50,894 $ 53,105
Work-in-process 15,773 10,956
Finished goods 18,259 30,051
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$ 84,926 $ 94,112
========== ==========
NOTE D--INCOME TAXES
The Company's estimated effective tax rate differs from the statutory rate
because of state income taxes as well as the impact of the reporting of
certain income and expense items in the financial statements which are not
<PAGE-9>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
(unaudited)
NOTE D--INCOME TAXES--Continued. . .
taxable or deductible for income tax purposes. The values of assets and
liabilities acquired in a transaction accounted for as a purchase are
recorded at estimated fair values which result in an increase in the net
asset value over the tax basis for such net assets.
NOTE E--ACCOUNTING CHANGES
Effective January 1, 1994, the Company adopted the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 115, "Accounting for Certain
Investments in Debt and Equity Securities." In accordance with this
statement, prior period financial statements have not been restated to
reflect the change in accounting principle. The opening balance of total
shareholders' deficit was decreased by $1.4 million (net of $0.8 million in
deferred income taxes) to reflect the net unrealized holding gains on
securities classified as available-for-sale previously carried at amortized
cost or lower of cost or market.
Effective January 1, 1994, the Company adopted the provisions of SFAS No.
112, "Employers' Accounting for Postemployment Benefits." The adoption of
this SFAS did not affect net income. In accordance with this Statement,
prior period financial statements have not been restated to reflect the
change in accounting method.
Effective January 1, 1993, the Company adopted the provisions of SFAS No.
106, "Employers' Accounting for Postretirement Benefits Other Than Pensions."
The Company recorded a charge of $29.7 million (net of taxes of $16.5
million), or $3.29 per share, during the quarter ended March 31, 1993 to
reflect the cumulative effect of this change in accounting principle.
Effective January 1, 1993, the Company adopted the provisions of SFAS No.
109, "Accounting for Income Taxes." The Company recorded a charge of $16.9
million, or $1.87 per share, during the quarter ended March 31, 1993, to
reflect the cumulative effect of this change in accounting principle.
During the quarter ended March 31, 1993, the Company adopted the provisions
of SFAS No. 113, "Accounting and Reporting for Reinsurance of Short Duration
and Long Duration Contracts". Because of the type of insurance contracts the
Company's Insurance Subsidiary provides, the adoption of this statement had
no impact on earnings; however, it requires the disaggregation of various
balance sheet accounts.
NOTE F--CONTINGENCIES
On February 8, 1989, the Boeing Company ("Boeing") filed a lawsuit naming the
Company, together with three prior subsidiaries of the Company, as defendants
in Case No. CV89-119MA, United States District Court for the District of
Oregon. In that lawsuit, Boeing sought damages and declaratory relief for
past and future costs resulting from alleged groundwater contamination at a
location in Gresham, Oregon, where the three prior subsidiaries of the
<PAGE-10>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
(unaudited)
NOTE F--CONTINGENCIES--Continued. . .
Company formerly conducted business operations. On December 22, 1993, the
Company entered into a settlement with Boeing, settling all claims asserted
by Boeing in the lawsuit. Pursuant to the settlement terms, the Company will
pay Boeing $12.5 million over the course of five years, at least $5 million
of which has been provided by certain insurance companies in the form of cash
or irrevocable letters of credit. In accordance with the settlement
agreement, Boeing's claims against the Company and the three former
subsidiaries have been dismissed with prejudice and Boeing has released and
indemnified the Company with respect to certain claims. The Company recorded
a $7.5 million pre-tax special charge during the quarter ended June 30, 1993.
On March 4, 1992, Checker received notice that the Insurance Commissioner of
the State of California, as Conservator and Rehabilitator of Executive Life
Insurance Company of California ("ELIC"), a limited partner of the
Partnership, had filed an Amendment to the Application for Order of
Conservation filed in Superior Court of the State of California for the
County of Los Angeles (the "Court"). The amendment seeks to add to the
Order, dated April 11, 1991, Checker, the Partnership and Checker Holding
Corp. III ("Holding III"), a limited partner of the Partnership. The
amendment alleges that the action by Checker invoking provisions of the
Partnership Agreement that alter ELIC's rights in the Partnership upon the
occurrence of certain events is improper and constitutes an impermissible
forfeiture of ELIC's interest in the Partnership and a breach of fiduciary
duty to ELIC. The amendment seeks (a) a declaration of the rights of the
parties in the Partnership and (b) damages in an unspecified amount. The
Partnership believes that it has meritorious defenses to the claims of ELIC.
On April 15, 1994, the Company and the Conservator entered into a letter
agreement pursuant to which the Company agreed to purchase ELIC's interest in
the Partnership for $37 million. The letter agreement has been approved by
the Court.
<PAGE-11>
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Available cash and cash equivalents, cash flow generated from operations
and proceeds from disposal of assets have provided sufficient liquidity and
capital resources for the Company to conduct its operations during the first six
months of 1994.
From the time that present management assumed control of the Company in
January 1989, it has been continually reassessing the Company's financial
condition and prospects. The Company was hampered in its efforts to achieve a
refinancing of its debt in recent years, in part because of the Boeing
litigation. That lawsuit has now been settled. The Company has also been
engaged in litigation with the Conservator of ELIC, a limited partner in the
Partnership. A settlement agreement has been entered into with ELIC.
With the settlement of the Boeing litigation and a signed agreement to
settle the ELIC litigation, the ability of the Company to achieve a successful
refinancing was enhanced. Accordingly, the Company filed a Registration
Statement on Form S-1 with the Securities and Exchange Commission in connection
with an overall refinancing of the Company's outstanding indebtedness. On
August 10, 1994, the Company announced that, due to market conditions, it is
postponing the proposed refinancing and will not complete the transaction on the
terms described in its registration statement. The Company determined that
alternate terms offered in the marketplace were unacceptable and intends to
withdraw its registration statement.
Certain costs were incurred in connection with the refinancing efforts
which would have been capitalized and amortized over the life of the new loans.
Because this refinancing was not completed, those costs, which totaled
approximately $5 million (pre-tax), will be charged to income in the quarter
ending September 30, 1994.
The Company is a holding company and is, therefore, dependent on cash flow
from its subsidiaries in order to meet its obligations. The Company's operating
subsidiaries are required, pursuant to financing agreements with third parties,
to meet certain covenants, which may have the effect of limiting cash available
to the Company. The operating subsidiaries' plans indicate that sufficient
funds are anticipated to be available to the Company to meet its short-term
obligations.
The Company's Great Dane Subsidiary's debt agreement with certain banks
matures in March 1995. Accordingly, this debt is classified as a current
liability at June 30, 1994. Refinancing is anticipated to be accomplished prior
to maturity, and, accordingly, it is not anticipated that working capital will
be adversely affected.
During the quarter ended March 31, 1994, the Company adopted the provisions
of Statement of Financial Accounting Standards ("SFAS") No. 115, "Accounting for
Certain Investments in Debt and Equity Securities." While the adoption of this
<PAGE-12>
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS--CONTINUED
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
SFAS has a significant effect on the Company's financial position, it does not
adversely affect liquidity and capital resources.
Purchases of property, plant and equipment have averaged approximately
$18.0 million per year over the past three years and have been funded
principally by cash flow generated from operations as well as proceeds from
disposal of assets. Purchases of property, plant and equipment for 1994 are
anticipated to be approximately $26.0 million and are expected to be funded
principally by cash flow generated from operations.
During the fourth quarter of 1993, the Company entered into a settlement
of the Boeing litigation. The settlement ($12.5 million over five years) will
be paid by the Company through recoveries from insurance carriers, the sale of
assets of certain of the subsidiaries, cash currently on hand and cash flow
generated from operations.
General Motors Corporation ("GM"), a major customer of the Company's
automotive products segment, is resorting to many measures, including obtaining
significant price reductions from its suppliers, in an effort to reduce its
operating costs. Automotive products segment management believes that it has
adequately provided in its financial plans for any price reductions which may
result from its current discussions with GM. However, price reductions in
excess of those anticipated could have a material adverse effect on the
automotive products operations.
RESULTS OF OPERATIONS
Three Months Ended June 30, 1994,
Compared to Three Months Ended June 30, 1993
-------------------------------------------------
Revenues increased $52.2 million during the three months ended June 30,
1994, as compared to the same period of 1993. The higher revenues are
principally attributed to higher Trailer Manufacturing revenues ($42.5 million),
primarily associated with a higher volume of sales of trailers. Automotive
Products revenues increased $7.5 million during the three months ended June 30,
1994, as compared to the same period in 1993. General increases in volume to
accommodate automotive customers' demands were the principal reasons for the
revenue increases.
The Company's operating profit (gross profit less selling, general and
administrative expenses) increased $10.2 million in the 1994 period compared to
the 1993 period. This increase is attributed to an increase of Trailer
Manufacturing operating profits ($7.6 million) which is principally due to
higher sales and improved margins and an increase of Automotive Products
operating profits ($1.2 million) principally due to higher sales.
During the quarter ended June 30, 1993, the Company recorded a $7.5 million
pre-tax special charge relating to the Boeing litigation. No similar charge was
incurred in the 1994 period.
<PAGE-13>
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS--CONTINUED
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
During the quarter ended June 30, 1994, a $0.2 million charge was recorded
to reflect minority equity in South Charleston Stamping & Manufacturing Company
("SCSM"), a subsidiary of Checker Motors Corporation. No minority equity in
SCSM was previously recorded because of SCSM's equity deficiency.
Income tax expense is higher for financial statement purposes than would
be computed if the statutory rate were used because of state income taxes and
the impact of the reporting of certain income and expense items in the financial
statements which are not taxable or deductible for income tax purposes.
Six Months Ended June 30, 1994
Compared to Six Months Ended June 30, 1993
------------------------------------------
Revenues increased $119 million during the six months ended June 30, 1994,
as compared to the same period of 1993. The higher revenues are principally
attributed to higher Trailer Manufacturing revenues ($104 million), primarily
associated with a higher volume of trailer sales and a higher volume of sales
of containers and chassis which were introduced in late 1992. Automotive
Products revenues increased $11.1 million during the six months ended June 30,
1994, as compared to the same period in 1993. General increases in volumes to
accommodate automotive customers' demands were the principal reason for the
revenue increases.
The Company's operating profit increased $20.3 million in the 1994 period
compared to the 1993 period. This increase is attributed to an increase of
Trailer Manufacturing operating profits ($16.7 million) which is principally due
to improved margins and higher volume of sales and an increase of Automotive
Products operating profits ($2.2 million), which was principally due to higher
volumes of sales.
Income tax expense is higher for financial statement purposes than would
be computed if the statutory rate were used because of state income taxes as
well as the impact of the reporting of certain income and expense items in the
financial statements which are not taxable or deductible for income tax
purposes.
<PAGE-14>
PART II
OTHER INFORMATION
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
Item 1: Legal Proceedings
The following events have occurred in connection with the Executive Life
Litigation, reported under the caption, "Item 3. Legal Proceedings," in the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1993,
and the caption, "Item 1. Legal Proceedings" in the Registrant's Report on
Form 10-Q for the quarter ended March 31, 1994.
On May 26, 1994, the Court approved the settlement.
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibits
--------
10.1 Settlement Agreement dated as of June 21, 1994, among John Garamendi,
the Base Assets Trust, Checker Motors Co., L.P., Checker Motors Corporation,
Checker Holding Corp. III, and International Controls Corp.
10.2 Amendment dated April 6, 1994, to the Employment Agreement, effective
July 1, 1992, between International Controls Corp. and Jay H. Harris.
10.3 Twelfth Amendment, dated as of June 7, 1994, to the Loan and Security
Agreement dated as of March 21, 1990, by and among Great Dane, Great Dane
Trailers Nebraska, Inc., Great Dane Trailers Tennessee, Inc., Great Dane Los
Angeles, Inc., certain lending institutions and Security Pacific Business
Credit, Inc., as Agent.
(b) Reports on Form 8-K
-------------------
None
<PAGE-15>
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements 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.
INTERNATIONAL CONTROLS CORP.
------------------------------
(Registrant)
/s/ Marlan R. Smith
----------------------------------------
Marlan R. Smith
Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
Date: August 12, 1994