SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended January 27, 1996
Commission File Number 1-5452
ONEIDA LTD.
ONEIDA, NEW YORK 13421-2899
(315) 361-3636
NEW YORK 15-0405700
(State of Incorporation) (I.R.S. Employer Identification No)
Securities registered
pursuant to Section 12(b) of the Act:
Name of exchange
Title of Class on which registered
Common Stock, par value $1.00 per share New York Stock Exchange
with attached Preferred Stock purchase rights
Securities registered pursuant to Section 12(g) of the Act:
6% Cumulative Preferred Stock, par value $25 per share
(Title Of Class)
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 l934 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 as of the close of business on April 8, 1996 was $180,899,598.
The number of shares of Common stock ($1.00 par value) outstanding as of April
8, 1996 was 11,031,678.
Documents Incorporated by Reference
1. Portions of Oneida Ltd.'s Annual Report to Stockholders for the fiscal year
ended January 27, 1996 (Parts I and II of Form 10-K).
2. Portions of Oneida Ltd.'s Definitive Proxy Statement dated April 26, 1996
(Part III of Form 10-K).
PART I
ITEM 1. BUSINESS.
General.
The Corporation (unless otherwise indicated by the context, the term
"Corporation" means Oneida Ltd. and its wholly-owned subsidiaries) was
incorporated in New York in 1880 under the name Oneida Community, Limited. In
1935, the Corporation's name was changed to Oneida Ltd. It maintains its
executive offices in Oneida, New York.
Since its inception, the Corporation has manufactured and marketed tableware -
initially sterling and later silverplated and stainless steel products. By
acquiring subsidiaries and expanding its tableware lines, the Corporation has
diversified into the fabrication of copper wire, the manufacture of commercial
china tableware and the marketing of other tableware and gift items, most
notably, crystal.
Financial Information About Industry Segments.
The Corporation operates in two principal industries: Tableware and Industrial
Wire Products.
Information regarding the Corporation's operations by industry segment for the
years ended January 27, 1996, January 28, 1995 and January 29, 1994 is set
forth on page 26 of the Corporation's Annual Report to Shareholders for the
year ended January 27, 1996, parts of which are incorporated herein by
reference.
Narrative Description of Business.
The following is a description of the business of the Corporation in the
Tableware and Industrial Wire Products industries.
TABLEWARE
In the tableware industry, the Corporation is organized to serve two markets:
consumer and foodservice. This is accomplished by an organizational structure
designed to serve four marketing focal points: the Consumer Retail Division;
Consumer Direct Division; Foodservice Division and the International Division.
Consumer operations focus on individual consumers, both in the United States
and around the world, offering a variety of tabletop and giftware products
including stainless steel, silverplated, sterling and resin color handle
flatware; silverplated and stainless steel holloware; cutlery; and crystal
stemware and decorative pieces.
Flatware and holloware are manufactured primarily at the Corporation's
facilities in Sherrill, New York. Its operations have been harmonized with the
Corporation's other two North American manufacturing facilities to maximize the
efficiency of producing a comprehensive product line for domestic and
international markets. Production at Oneida Canada, Limited, a wholly owned
subsidiary in Niagara Falls, Ontario, has been integrated with operations at
the Sherrill plant, with each facility producing complementary items in similar
product lines. Meanwhile, Oneida Mexicana, S.A., which is operated as a
maquiladora in Toluca, Mexico, manufactures cutlery and consumer flatware
patterns which are not produced at the Corporation's other facilities. The
Corporation also imports products from several international sources.
The Corporation's wide-ranging consumer marketing activities are coordinated by
the Oneida Silversmiths Division from its central offices in Oneida, New York.
Responsibilities are divided between the Consumer Retail and Consumer Direct
divisions.
The Consumer Retail Division serves retail accounts, particularly major retail
outlets. Most orders are fulfilled directly by the Corporation from its
primary distribution center located in Sherrill, New York. For some accounts,
however, orders direct from the retailer to the Corporation are fulfilled by
Oneida's wholly-owned subsidiary, Oneida Distribution Services, Inc., which has
two distribution centers in Ontario, California and Nashville, Tennessee.
Oneida Distribution Services, Inc. also provides sales and merchandising
support services to retail accounts.
The Consumer Direct Division is responsible for managing Special Sales, which
focus on serving business customers in the premium, incentive, mail order and
direct selling markets. This division also includes Kenwood Silver Company,
Inc., another wholly-owned subsidiary which plays a significant role in the
overall marketing of the Corporation's products through its operation of retail
factory store outlets. Kenwood Silver presently operates 69 Oneida Factory
Stores in resort and destination shopping areas across the United States.
Foodservice operations manufacture and import stainless steel and silverplated
flatware and holloware, and vitreous, porcelain and bone china, which are sold
to restaurants and hotel chains, food distributors, airlines, institutions and
other related customers. These operations are consolidated within the Oneida
Foodservice Division.
Flatware for the foodservice market is sourced primarily from the Corporation's
manufacturing facilities in Sherrill, Niagara Falls and Toluca, while
foodservice holloware is primarily imported. Buffalo China, Inc., a
wholly-owned subsidiary located in Buffalo, New York, is a leading manufacturer
of vitreous china for the foodservice industry. Buffalo China also owns a
subsidiary organized as a maquiladora in Juarez, Mexico. This subsidiary,
Ceramica de Juarez, S.A., produces not only bisque china which is finished in
Buffalo, but also finished, undecorated holloware items.
The Foodservice Division is also the exclusive distributor of certain china
products manufactured by Schonwald and Noritake Co., Inc. for the United
States foodservice and institutional markets.
International operations in both the consumer and foodservice markets are
overseen by the Oneida International Division. The International Division
coordinates the marketing of Oneida's domestically manufactured products
overseas as well as the distribution of products from Oneida Silversmiths'
United Kingdom branch. The Corporation is 80% owner of Oneida International,
Inc., a joint venture formed to market tabletop products of Italian design
which are sourced internationally. Oneida International, Inc. sells these
products through its wholly-owned Italian subsidiary, Sant'Andrea S.r.l., in
the international foodservice market. The foodservice and consumer markets in
Mexico, Central America and South America are served by Oneida Mexicana, S.A.
The percentage of tableware sales to total consolidated sales for the fiscal
years, which end in January, is as follows:
1996 1995 1994
71% 68% 71%
The principal raw materials and supplies used by the Corporation for metal
tableware are stainless steel, silver and various copper alloys. For china,
they are various clays, flint and aluminum oxide. These materials are purchased
in the open market to meet current requirements. The Corporation does not
anticipate any delays or difficulties in obtaining raw materials or supplies.
The Corporation owns and maintains many design patents in the United States and
foreign countries. While these patents are used to protect the Corporation's
designs, they are not considered material. In addition, the Corporation has
registered numerous trademarks in the United States and many foreign countries.
Both the consumer and institutional operations use a number of trademarks and
trade names which are advertised and promoted extensively including ONEIDA,
COMMUNITY, HEIRLOOM, ROGERS, LTD, BUFFALO CHINA, SANT'ANDREA, DJ and NORTHLAND.
Although consumer operations normally do a greater volume of business during
October, November and December, primarily because of holiday-related orders for
tableware products, the total tableware business is not considered seasonal.
No material part of the Corporation's tableware business is dependent upon a
single customer or a few customers, the loss of which would have a materially
adverse effect. Sufficient inventories of tableware products are maintained by
the Corporation to respond promptly to orders.
Tableware operations had order backlogs of $14,040,000 as of April 12, 1996 and
$12,465,000 as of March 18, 1995. This backlog is expected to be filled during
the current fiscal year, principally in the first quarter. The amount of
backlog is reasonable for the tableware industry.
The Corporation is the only domestic manufacturer of a complete line of
stainless steel, silverplated and sterling tableware products. The Corporation
believes that it is the largest producer of stainless steel and silverplated
flatware in the world. The Corporation faces competition from several smaller
domestic companies that market both imported and domestically manufactured
lines and from hundreds of importers engaged exclusively in marketing foreign-
made tableware products. In recent years there is also competition from
department and specialty stores and foodservice establishments that import
foreign-made tableware products under their own private labels for their sale
or use.
The consumer tableware business is highly competitive. The principal factors
affecting domestic competition in this market are design, price and quality.
Other factors that have an effect on competition are availability of
replacement pieces and product warranties. In the opinion of the Corporation,
no one factor is dominant, and the significance of the different competitive
factors varies from customer to customer.
The foodservice tableware business is highly competitive. The principal factors
affecting competition in this market are price, service and quality. The Oneida
Foodservice Division's products and service are highly regarded in this
industry, and it is one of the largest sources of commercial china, stainless
steel and silverplated tableware in the United States.
INDUSTRIAL WIRE PRODUCTS
The Corporation manufactures copper wire and cable products through Camden Wire
Co., Inc. ("Camden"), a wholly-owned subsidiary. Camden, a supplier of copper
conductor wire, produces bare and tinned copper wire in bunched and concentric
stranded, braided and extra flexible stranded forms, as well as tin or alloy
electroplated wire. Camden's customers include integrated and non-integrated
manufacturers of insulated wire and cable, primarily in the
electronics/computer, consumer and automotive industries, and manufacturers of
carbon brushes, circuit-breakers, resistors and capacitors for use in
transformers, generators, motors and appliances. Camden serves customers in its
high value-added, fine wire markets through more highly technical wire
fabrication by its Shunt Technology division.
The percentage of sales of wire and cable to total consolidated sales for the
fiscal years, which end in January, is as follows:
1996 1995 1994
29% 32% 29%
The principal raw materials used by Camden are copper rod and tin ingots which
are purchased and readily available in the open market. No delay or difficulty
in obtaining such raw materials is anticipated.
Camden's business is not seasonal. Sufficient inventories of products are
maintained by Camden to respond promptly to orders.
No material part of Camden's business is dependent upon a single customer or a
few customers, the loss of which would have a permanent and materially adverse
effect on profits. Camden had an order backlog of $15,254,000 as of April 8,
1996 and $17,900,000 as of March 6, 1995.
Camden is one of more than three hundred firms that participate in the
nonferrous wire drawing and insulating industry. However, Camden actually
competes in a segment of this industry: copper wire fabricators without rod
mills or insulating facilities. While Camden is a leader in this industry
segment, it faces competition from approximately twenty other similar domestic
companies. Foreign competition is increasing on both a direct and indirect
basis as the wire in many products exported to the United States is sourced
from wire manufacturers located in the exporting country.
The principal factors affecting competition in this subindustry are price,
quality, service and the range and selection of wire and cable products. No one
factor is dominant and the significance of the different competitive factors
varies from customer to customer.
Other Matters.
Research and Development
The Corporation has and continues to place a considerable emphasis on
excellence in development and design. To achieve this end, the Corporation
maintains full time, in-house design and engineering departments which
continuously develop, test and improve products and manufacturing methods.
Independent designers and collaborative efforts with other companies contribute
to the Corporation's emphasis on development and design. The Corporation's
actual expenditures on research and development activities during the past
three fiscal years, however, have not been material.
Environmental
The Corporation does not anticipate that compliance with federal, state
and local environmental laws and regulations will have any material effect upon
the capital expenditures, earnings or competitive position of the Corporation.
The Corporation does not anticipate any material capital expenditures for
environmental control facilities for the remainder of the current fiscal year
or the succeeding fiscal year.
Employees and Employee Relations
The Corporation and its wholly-owned subsidiaries employ approximately
4,600 employees in domestic operations and 1,130 employees in foreign
operations.
ITEM 2. PROPERTIES
The principal properties of the Corporation and its subsidiaries are situated
at the following locations and have the following characteristics:
Tableware Approximate Square Feet
Oneida, New York Executive Administrative Offices 95,000
Sherrill, New York Manufacturing Stainless Steel,
Silverplated and Sterling Tableware 1,082,000
Sherrill, New York Manufacturing Knives 135,000
Buffalo, New York Office and Warehouse 82,000
Buffalo, New York Manufacturing China 257,000
Niagara Falls, Ontario Manufacturing Stainless Steel
and Silverplated Flatware 120,000
Bangor, N. Ireland Office and Warehouse 32,000
Toluca, Mexico Manufacturing Stainless Steel
Flatware 75,000
Juarez, Mexico Manufacturing Bisque China 65,000
Industrial Wire
Camden, New York Administrative Offices and
Manufacturing Wire and Cable
Products 414,000
Pine Bluff, Arkansas Office and Manufacturing Wire
and Cable Products 167,000
El Paso, Texas Office and Manufacturing Wire
and Cable Products 75,000
All of these buildings are owned by the Corporation with the following
exceptions:
The offices and warehouses in Bangor, Northern Ireland are leased.
120,000 square feet of the 167,000-square-foot Pine Bluff, Arkansas
manufacturing properties are subject to a Letter of Credit and Guaranty
Agreement in the amount of $9,000,000 covering real property and equipment to
secure a like amount of Industrial Development Revenue Bonds. Pursuant to an
Installment Sale Agreement with the City of Pine Bluff, Arkansas, dated August
1, 1985, Camden Wire Co., Inc. is purchasing this portion of the Pine Bluff
properties over a twenty-year period and will take title to the property upon
retirement of the bonds on or before August 1, 2005. The remaining 47,000
square feet of the Pine Bluff, Arkansas properties is owned outright by Camden
Wire Co., Inc.
The Buffalo, New York manufacturing property is subject to a mortgage in the
principal amount of approximately $1,399,000 covering both real property and
equipment to secure a like amount of Industrial Revenue Bonds. Pursuant to the
terms of a Lease Agreement dated February 1, 1980, the real property is leased
by Buffalo China from the Erie County Industrial Development Agency for a term
of twenty years, upon the expiration of which the property will be conveyed
back to Buffalo China.
The El Paso, Texas manufacturing property is subject to a Letter of Credit and
Guaranty Agreement in the principal amount of approximately $6,500,000
covering both real property and equipment to secure a like amount of Industrial
Revenue Bonds. Pursuant to an Installment Sale Agreement with the City of El
Paso, Texas, dated March 1, 1996, Camden Wire Co., Inc. is purchasing the El
Paso property over a twenty-year period and will take title to the property
upon retirement of the bonds on or before March 1, 2016.
In addition to the land primarily associated with its manufacturing operations,
the Corporation owns approximately 500 additional acres in the cities of
Sherrill and Oneida and the town of Vernon, New York.
The Corporation leases sales offices and/or showrooms in New York, Los Angeles,
Dallas, Atlanta and London, England. The Corporation and its subsidiaries lease
warehouse space in various locations throughout the United States. The
Corporation also leases retail outlet space through its wholly-owned
subsidiary, Kenwood Silver Company, Inc., in various locations throughout the
United States.
In January 1983, the Corporation entered into a 25-year lease for an office
facility in Redmond, Washington. The remaining lease commitment for this
facility is $24,635,320. The Corporation has sublet substantially all of the
building through 1998. The sublease income projected through 2002 is
$4,919,015.
The Corporation's buildings are located on sufficient property to accommodate
any further expansion or development. The properties are served adequately by
transportation facilities, are well maintained and are adequate for the
purposes for which used.
ITEM 3. LEGAL PROCEEDINGS
Management believes there is no ongoing or pending litigation with a possible
material effect on the financial position of the Corporation.
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF STOCKHOLDERS.
None.
PART II
Information required to be furnished under this Part (Items 5 through 9) is set
forth in the Corporation's Annual Report to Shareholders for the year ended
January 27, 1996, at the respective pages indicated, and incorporated by
reference.
ITEM 5. MARKET FOR THE CORPORATION'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS.
Page 30 of the Corporation's Annual Report.
ITEM 6. SELECTED FINANCIAL DATA.
Page 31 of the Corporation's Annual Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Pages 29 and 30 of the Corporation's Annual Report
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Pages 17 through 31 of the Corporation's Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
Some of the information required to be furnished under this Part (Items 10
through 13) is set forth in the Corporation's definitive Proxy Statement dated
April 26, 1996 (File 1-5452) at the respective pages indicated, and
incorporated by reference.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Pages 2 through 4 of the Corporation's definitive Proxy Statement.
Executive Officers of the Registrant
The persons named below are the executive officers of the Corporation and have
been elected to serve in the capacities indicated at the pleasure of the Oneida
Ltd. Board of Directors.
Name, Age and Positions Principal Business Affiliations
with Corporation During Past Five Years
Thomas A. Fetzner, 48 Mr. Fetzner has been Corporate Controller and Vice
Vice President and President for more than the past five years.
Corporate Controller
Terry M. French, 52 Mr. French has been President of Camden Wire Co.,
President, Inc. for more than the past five years.
Camden Wire Co., Inc.
Barry G. Grabow, 52 Mr. Grabow has been Treasurer for more than the
Treasurer past five years.
Peter J. Kallet, 49 Mr. Kallet was elected President and Chief
President, Chief Operating Officer in January 1996. Mr. Kallet had
Operating Vice President and General Manager of the Oneida
Officer and a Foodservice Division for more than the past five
Director years.
Glenn B. Kelsey, 44 Mr. Kelsey was elected Executive Vice President
Executive Vice and Chief Financial Officer in January 1996. Mr.
President, Chief Kelsey had President of the Oneida Foodservice
Financial Officer and Division for more than the past five years.
a Director
William D. Matthews, 61 Mr. Matthews has been Chairman of the Board and
Chairman of the Board, Chief Executive Officer for more than the past five
Chief Executive years.
Officer
and a Director
Walter A. Stewart, 63 Mr. Stewart has been Senior Vice President,
Senior Vice President, Manufacturing and Engineering, Tableware
Manufacturing and Operations, for more than the past five years.
Engineering, Tableware
Operations and a Director
Catherine H. Suttmeier, 39 Ms. Suttmeier was elected General Counsel and
Vice President, Secretary in January 1992 and Vice President in
General Counsel December 1992. She had served as Associate
and Secretary Counsel and Assistant Secretary since 1986.
Edward W. Thoma, 50 Mr. Thoma has been Senior Vice President, Finance
Senior Vice President, for more than the past five years.
Finance
ITEM 11. EXECUTIVE COMPENSATION.
Pages 5 through 9 of the Corporation's definitive Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Pages 1 through 4 of the Corporation's definitive Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Pages 2 through 4 of the Corporation's definitive Proxy Statement.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8K.
(a) 1. Financial statements incorporated by reference from the Corporation's
1996 Annual Report to Shareholders and filed as part of this Report:
Consolidated Statement of Operations for the fiscal years ended
1996, 1995 and 1994 (page 17 of the Corporation's Annual Report).
Consolidated Balance Sheet for the fiscal years ended in 1996 and 1995
(pages 18 and 19 of the Corporation's Annual Report).
Consolidated Statement of Cash Flows for the fiscal years ended 1996,
1995 and 1994 (page 20 of the Corporation's Annual Report).
Notes to Consolidated Financial Statements (pages 21-28 of the
Corporation's Annual Report).
Independent Auditor's Report (page 28 of the Corporation's Annual
Report).
2. Financial Statement Schedule:
Schedule for the fiscal years ended 1996, 1995 and 1994:
Valuation and Qualifying Accounts (Schedule II)(page 13 of this
Report).
Independent Auditor's Report (page 12 of this Report).
All other schedules have been omitted because of the absence of conditions under
which they are required or because the required information is included in the
financial statements submitted.
3. Exhibits:
(3) The Restated Certificate of Incorporation and the By-Laws, as
previously amended, which are incorporated by reference to the Registrant's
Annual Report on Form 10-K for the year ended January 29, 1994.
(4)(a) Note Agreement dated January 1, 1992 between Oneida Ltd.
and Allstate Life Insurance and Pacific Mutual Life Insurance Company, which
is incorporated by reference to the Registrant's Annual Report on Form 10-K
for the year ended January 25, 1992. Restated and Modified Letter of Credit,
Bond Purchase and Guaranty Agreement dated August 1, 1995 between Oneida Ltd.
and Chemical Bank, N.A. Revolving Credit Agreement dated January 19, 1996
between Oneida Ltd. , The Chase Manhattan Bank, N.A., Chemical Bank, and
Nationsbank, N.A.
(b) Shareholder Rights Agreement dated December 13, 1989, which
is incorporated by reference to the Registrant's Annual Report on Form 10-K for
the year ended January 28, 1995. Assignment and Assumption Agreement dated
November 1, 1991, which is incorporated by reference to the Registrant's Annual
Report on Form 10-K for the year ended January 28, 1995.
(10)(a) Employment agreements with two executive employees of the
Corporation dated October 1, 1982, which are incorporated by reference to the
Registrant's Annual Report on Form 10-K for the year ended January 28, 1995.
Employment Agreements with five executive employees of the Corporation dated
July 26, 1989, which are incorporated by reference to the Registrant's Annual
Report on Form 10-K for the year ended January 28, 1995. Employment Agreement
with one executive employee of the Corporation dated March 29, 1995.
(b) Oneida Ltd. Management Incentive Plan adopted by the Board
of Directors on February 24, 1988, which provides for the payment of bonus
awards to senior management employees, which is incorporated by reference
to the Registrant's Annual Report on Form 10-K for the year ended January 28,
1995.
(c) Oneida Ltd. 1987 Stock Option Plan, which is incorporated by
reference to the Registrant's Annual Report on Form 10-K for the year ended
January 30, 1993.
(d) Oneida Ltd. Employee Security Plan adopted by the Board of
Directors on July 26, 1989, which is incorporated by reference to the
Registrant's Annual Report on Form 10-K for the year ended January 28, 1995.
(e) Oneida Ltd. Restricted Stock Award Plan as adopted by the
Board of Directors on November 29, 1989 and approved by shareholders on May 30,
1990 for the granting of common stock to key employees.
(f) Oneida Ltd. Deferred Compensation Plan for Key Employees as
adopted by the Board of Directors on October 27, 1993, which is incorporated by
reference to the Registrant's Annual Report on Form 10-K for the year ended
January 29, 1994.
(11) Computation of per share earnings.
(13) Portions of the Oneida Ltd. Annual Report to Shareholders for
the fiscal year ended January 27, 1996, which have been incorporated by
reference in this Form 10-K.
(22) Subsidiaries of the Registrant.
(b) No reports on Form 8-K were filed by the Registrant during the quarter
ended January 27, 1996.
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.
ONEIDA LTD.
By: /s/ WILLIAM D. MATTHEWS
William D. Matthews
Chairman of the Board and
Chief Executive Officer
March 26, 1996
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:
Signature Title Date
Principal Executive Officer
/s/WILLIAM D. MATTHEWS Chairman of the Board March 26, 1996
William D. Matthews and Chief Executive
Officer
Principal Financial Officer
/s/GLENN B. KELSEY Executive Vice President March 26, 1996
Glenn B. Kelsey and Chief Financial Officer
Principal Accounting Officer
/s/THOMAS A. FETZNER Vice President, and March 26, 1996
Thomas A. Fetzner Corporate Controller
The Board of Directors
/s/ROBERT F. ALLEN Director March 26, 1996
Robert F. Allen
/s/WILLIAM F. ALLYN Director March 26, 1996
William F. Allyn
/s/R. QUINTUS ANDERSON Director April 6, 1996
R. Quintus Anderson
/s/GEORGIA S. DERRICO Director March 26, 1996
Georgia S. Derrico
/s/EDWARD W. DUFFY Director March 26, 1996
Edward W. Duffy
/s/DAVID E. HARDEN Director March 26, 1996
David E. Harden
/s/PETER J. KALLET Director March 26, 1996
Peter J. Kallet
/s/GLENN B. KELSEY Director March 26, 1996
Glenn B. Kelsey
/s/WILLIAM D. MATTHEWS Director March 26, 1996
William D. Matthews
/s/RAYMOND T. SCHULER Director March 26, 1996
Raymond T. Schuler
/s/WALTER A. STEWART Director March 26,
Walter A. Stewart
INDEPENDENT AUDITOR'S REPORT
ON FINANCIAL STATEMENT SCHEDULES
To the Board of Directors and Stockholders of Oneida Ltd.
Our report on the consolidated financial statements of Oneida Ltd. has been
incorporated by reference in this Form 10-K from page 28 of the 1996 Annual
Report to Shareholders of Oneida Ltd. In connection with our audits of such
financial statements, we have also audited the related financial statement
schedule listed in the index on page 8 of this Form 10-K.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information required to be
included herein.
COOPERS & LYBRAND L.L.P.
a professional services firm
/s/ Coopers & Lybrand L.L.P.
Syracuse, New York
February 22, 1996
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the registration
statements of Oneida Ltd. on Form S-8 (File Nos. 2-84304 and 33-38036), Form
S-3 (File No. 2-66234) of our report dated February 22, 1996 on our audits of
the consolidated financial statements and financial statement schedules of
Oneida Ltd. as of January 27, 1996 and January 28, 1995, and for each of the
three years in the period ended January 27, 1996 which reports are either
included or incorporated by reference in this Annual Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
a professional services firm
/s/ Coopers & Lybrand L.L.P.
Syracuse, New York
April 19, 1996
SCHEDULE II
ONEIDA LTD.
AND CONSOLIDATED SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED JANUARY 1996, 1995 AND 1994
(Thousands)
Column A Column B Column C Column D Column E
Additions
Balance at Charged to Balance at
Beginning Cost and End of
Description of Period Expenses Deductions Period
YEAR ENDED JANUARY 27, 1996:
Reserves deducted from
assets to which they
apply:
Doubtful accounts
receivable............ $1,665 $ 294 $262<F1> $1,697
Other reserves:
Rebate program.......$471 $1,430 $1,467<F2> $434
YEAR ENDED JANUARY 28, 1995:
Reserves deducted from
assets to which they
apply:
Doubtful accounts
receivable.............$2,066 $788 $1,189<F1> $1,665
Other reserves:
Rebate program.......$605 $1,977 $2,111<F2> $471
YEAR ENDED JANUARY 29, 1994:
Reserves deducted from
assets to which they
apply:
Doubtful accounts
receivable.............$1,728 $1,749 $1,411<F1> $2,066
Other reserves:
Rebate program.......$427 $1,208 $1,030<F2> $605
<FN>
<F1> Adjustments and doubtful accounts written off
<F2> Payments under rebate program
</FN>
Index to Exhibits
Exhibits:
(3) The Restated Certificate of Incorporation and the By-Laws, as
previously amended, which are incorporated by reference to the Registrant's
Annual Report on Form 10-K for the year ended January 29, 1994.
(4)(a) Note Agreement dated January 1, 1992 between Oneida Ltd.
and Allstate Life Insurance and Pacific Mutual Life Insurance Company, which
is incorporated by reference to the Registrant's Annual Report on Form 10-K
for the year ended January 25, 1992. Restated and Modified Letter of Credit,
Bond Purchase and Guaranty Agreement dated August 1, 1995 between Oneida Ltd.
and Chemical Bank, N.A. Revolving Credit Agreement dated January 19, 1996
between Oneida Ltd. , The Chase Manhattan Bank, N.A., Chemical Bank, and
Nationsbank, N.A.
(b) Shareholder Rights Agreement dated December 13, 1989, which
is incorporated by reference to the Registrant's Annual Report on Form 10-K for
the year ended January 28, 1995. Assignment and Assumption Agreement dated
November 1, 1991, which is incorporated by reference to the Registrant's Annual
Report on Form 10-K for the year ended January 28, 1995.
(10)(a) Employment agreements with two executive employees of the
Corporation dated October 1, 1982, which are incorporated by reference to the
Registrant's Annual Report on Form 10-K for the year ended January 28, 1995.
Employment Agreements with five executive employees of the Corporation dated
July 26, 1989, which are incorporated by reference to the Registrant's Annual
Report on Form 10-K for the year ended January 28, 1995. Employment Agreement
with one executive employee of the Corporation dated March 29, 1995.
(b) Oneida Ltd. Management Incentive Plan adopted by the Board
of Directors on February 24, 1988, which provides for the payment of bonus
awards to senior management employees, which is incorporated by reference
to the Registrant's Annual Report on Form 10-K for the year ended January 28,
1995.
(c) Oneida Ltd. 1987 Stock Option Plan, which is incorporated by
reference to the Registrant's Annual Report on Form 10-K for the year ended
January 30, 1993.
(d) Oneida Ltd. Employee Security Plan adopted by the Board of
Directors on July 26, 1989, which is incorporated by reference to the
Registrant's Annual Report on Form 10-K for the year ended January 28, 1995.
(e) Oneida Ltd. Restricted Stock Award Plan as adopted by the
Board of Directors on November 29, 1989 and approved by shareholders on May 30,
1990 for the granting of common stock to key employees.
(f) Oneida Ltd. Deferred Compensation Plan for Key Employees as
adopted by the Board of Directors on October 27, 1993, which is incorporated by
reference to the Registrant's Annual Report on Form 10-K for the year ended
January 29, 1994.
(11) Computation of per share earnings.
(13) Portions of the Oneida Ltd. Annual Report to Shareholders for
the fiscal year ended January 27, 1996, which have been incorporated by
reference in this Form 10-K.
(22) Subsidiaries of the Registrant.