UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 1998
Commission file number 1-5452
ONEIDA LTD.
(Exact name of Registrant as specified in its charter)
NEW YORK 15-0405700
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification Number
ONEIDA, NEW YORK 13421
(Address of principal executive offices) (Zip code)
(315) 361-3636
(Registrant's telephone number, including area code)
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 the number of shares outstanding of each of the issuer's classes of
common stock as of December 2, 1998: 16,714,294
ONEIDA LTD.
FOR THE THREE MONTHS ENDED OCTOBER 31, 1998 FORM 10-Q
INDEX
PART I FINANCIAL INFORMATION
Consolidated Statement of Operations
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Cash Flows
Notes to Consolidated Financial Statements
Management's Discussion and Analysis of Financial Condition and Results
of Operations
PART II OTHER INFORMATION
No other information required to be filed for this quarter.
ITEM 6 (b)
An 8-K was filed for this quarter on October 28, 1998. The 8-K simply
updated and restated the description of the Company's securities.
SIGNATURES
ONEIDA LTD.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE FOR THE
THREE MONTHS ENDED NINE MONTHS ENDED
(Thousands except per OCT 31, OCT 25, OCT 31, OCT 25,
share amounts) 1998 1997 1998 1997
-------- -------- -------- --------
NET SALES......................... $128,787 $116,094 $340,058 $315,345
COST OF SALES..................... 83,104 72,053 213,502 197,167
-------- -------- -------- --------
GROSS MARGIN...................... 45,683 44,041 126,556 118,178
OPERATING REVENUES................ 106 620 522 897
-------- -------- -------- --------
45,789 44,661 127,078 119,075
-------- -------- -------- --------
OPERATING EXPENSES:
Selling, advertising and
distribution................. 24,232 19,681 67,043 55,910
General and administrative...... 9,650 10,636 27,978 28,762
-------- -------- -------- --------
Total......................... 33,882 30,317 95,021 84,672
-------- -------- -------- --------
INCOME FROM OPERATIONS............ 11,907 14,344 32,057 34,403
OTHER INCOME (EXPENSE)............ (175) (345) 776 (797)
INTEREST EXPENSE.................. 2,543 1,600 6,410 5,125
-------- -------- -------- --------
INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES............. 9,189 12,399 26,423 28,481
PROVISION FOR INCOME TAXES........ 3,495 4,743 10,087 10,894
-------- -------- -------- --------
INCOME FROM CONTINUING OPERATIONS. 5,694 7,656 16,336 17,587
GAIN ON DISPOSAL OF
DISCONTINUED OPERATIONS...... 2,566
-------- -------- -------- --------
NET INCOME........................ $ 5,694 $ 7,656 $ 16,336 $ 20,153
======== ======== ======== ========
EARNINGS PER SHARE OF COMMON STOCK:
Continuing operations:
Basic......................... $0.34 $ .46 $ .97 $ 1.06
Diluted....................... 0.34 .45 .96 1.05
Net income:
Basic......................... 0.34 .46 .97 1.22
Diluted....................... 0.34 .45 .96 1.21
SHARES USED IN PER SHARE DATA:
Basic......................... 16,659 16,624 16,683 16,442
Diluted....................... 16,854 16,869 16,942 16,592
<FN>
See notes to consolidated financial statements.
ONEIDA LTD.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE FOR THE
THREE MONTHS ENDED NINE MONTHS ENDED
(Thousands except per OCT 31, OCT 25, OCT 31, OCT 25,
share amounts) 1998 1997 1998 1997
------- ------- ------- -------
NET INCOME...................... $ 5,694 $ 7,656 $16,336 $20,153
OTHER COMPREHENSIVE INCOME,
NET OF TAX................... (806) (61) (2,615) (225)
------- ------- ------- -------
COMPREHENSIVE INCOME............ $ 4,888 $ 7,595 $13,421 $19,928
======= ======= ======= =======
<FN>
See notes to consolidated financial statements.
ONEIDA LTD.
CONSOLIDATED BALANCE SHEET
OCTOBER 31, 1998 AND JANUARY 31, 1998
(Thousands)
OCT 31, JAN 31,
1998 1998
------- -------
ASSETS
CURRENT ASSETS:
Cash............................................. $ 3,348 $ 3,095
Accounts receivable, less allowance for doubtful
accounts of $1,755 and $1,896, respectively..... 88,601 59,892
Other accounts and notes receivable.............. 2,888 4,030
Inventories:
Finished goods.................................. 155,195 101,293
Goods in process................................ 16,256 15,797
Raw materials and supplies...................... 16,989 16,329
Other current assets............................. 10,184 9,408
-------- --------
Total current assets.......................... 293,461 209,844
-------- --------
PROPERTY, PLANT AND EQUIPMENT-At cost:
Land and buildings............................... 54,739 49,505
Machinery and equipment.......................... 164,463 156,767
-------- --------
Total......................................... 219,202 206,272
Less accumulated depreciation.................... 128,480 121,460
-------- --------
Property, plant & equipment-net............... 90,722 84,812
-------- --------
OTHER ASSETS:
Intangible assets - net.......................... 39,583 38,885
Other assets..................................... 31,836 30,045
-------- --------
TOTAL........................................ $455,602 $363,586
======== ========
<FN>
See notes to consolidated financial statements.
ONEIDA LTD.
CONSOLIDATED BALANCE SHEET
OCTOBER 31, 1998 AND JANUARY 31, 1998
(Thousands)
OCT 31, JAN 31,
1998 1998
------- -------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term debt.................................. $67,142 $12,717
Accounts payable................................. 34,684 21,735
Accrued liabilities.............................. 37,801 41,686
Accrued income taxes............................. 11,081 7,966
Dividends payable................................ 1,698 1,695
Current installments of long-term debt........... 4,775 4,711
-------- --------
Total current liabilities..................... 157,181 90,510
-------- --------
LONG-TERM DEBT.................................... 88,615 69,415
OTHER LIABILITIES:
Accrued postretirement liability................. 54,171 53,114
Accrued pension liability....................... 6,387 6,303
Other liabilities................................ 10,663 8,987
-------- --------
Total......................................... 71,221 68,404
-------- --------
STOCKHOLDERS' EQUITY:
Cumulative 6% preferred stock; $25 par
value; authorized 95,660 shares, issued
87,471 and 88,001 shares, respectively,
callable at $30 per share....................... 2,187 2,200
Common stock $1 par value; authorized
48,000,000 shares, issued 17,377,959
and 17,091,509 shares, respectively............. 17,378 17,091
Additional paid-in capital....................... 79,518 76,007
Retained earnings................................ 64,158 54,620
Equity adjustment from translation............... (11,584) (8,669)
Less cost of common stock held in
treasury; 698,097 and 468,568 shares,
respectively.................................... (12,184) (5,632)
Less unallocated ESOP shares of common
Stock of 28,711 and 13,866 respectively......... (888) (360)
-------- --------
Stockholders' Equity.......................... 138,585 135,257
-------- --------
TOTAL........................................ $455,602 $363,586
======== ========
<FN>
See notes to consolidated financial statements.
ONEIDA LTD.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED OCTOBER 31, 1998 and OCTOBER 25, 1997
(In Thousands)
FOR THE
NINE MONTHS ENDED
OCT 31, OCT 25,
1998 1997
------- -------
CASH FLOW FROM OPERATING ACTIVITIES:
Net income ............................................ $16,336 $20,153
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation.......................................... 9,919 8,883
Amortization of intangibles........................... 2,349 1,902
Deferred taxes and other non-cash
charges and credits.................................. (393) (1,267)
Decrease (increase) in operating assets:
Receivables.......................................... (28,291) (20,166)
Inventories.......................................... (56,462) (8,320)
Other current assets................................. (796) 1,391
Other assets......................................... (207) (1,941)
Increase in accounts payable......................... 12,610 6,462
Increase (decrease) in accrued liabilities........... (789) 11,795
------- -------
Net cash provided by (used in) operating activities.. (45,724) 18,892
------- -------
CASH FLOW FROM INVESTING ACTIVITIES:
Property, plant and equipment expenditures............. (16,512) (9.741)
Retirement of property, plant and equipment............ 255 1,245
Proceeds from sale of discontinued operations.......... 33,762
Investment in Schott-Zweisel........................... (8,604)
Other, net............................................. (1,519) 218
------- -------
Net cash provided by (used in) investing activities.. (17,776) 16,880
------- -------
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock................. 3,614 7,981
Purchase of treasury stock............................. (6,553) (7,386)
Issuance of restricted stock plan shares............... 178 82
Purchase/retirement of preferred stock................. (8) (8)
Purchase/(allocation) of ESOP shares -net.............. (528) (724)
Issuance (payments) of short-term debt -net........... 54,426 (3,593)
Proceeds from issuance of long-term debt............... 19,681
Payment of long-term debt.............................. (417) (25,384)
Dividends paid......................................... (6,797) (5,839)
------- -------
Net cash provided by (used in) financing activity.... 63,596 (34,871)
------- -------
EFFECTS OF EXCHANGE RATE CHANGES ON CASH................. 157 (138)
------- -------
NET INCREASE IN CASH..................................... 253 763
CASH AT BEGINNING OF YEAR................................ 3,095 3,183
------- -------
CASH AT END OF PERIOD.................................... $ 3,348 $ 3,946
======= =======
Supplemental Cash Flow Disclosures:
Interest paid .......................................... $ 6,547 $ 5,312
Income taxes paid....................................... 6,388 7,158
<FN>
See notes to consolidated financial statements.
ONEIDA LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Thousands)
1. The statements for the nine months ended October 31, 1998 and October 25,
1997 are unaudited; in the opinion of the Company such unaudited statements
include all adjustments (which comprise only normal recurring accruals)
necessary for a fair presentation of the results of such periods. The
results of operations for the nine months ended October 31, 1998 are not
necessarily indicative of the results of operations to be expected for the
year ending January 30, 1999. The consolidated financial statements and
notes thereto should be read in conjunction with the financial statements and
notes for the year ended in January 1998 and 1997 included in the Company's
January 31, 1998 Annual Report to the Securities and Exchange Commission on
Form 10-K.
2. On February 12, 1997, Camden Wire Company was sold to an unrelated third
party for $43,500 in cash. The sale resulted in an after tax gain of $2,566
(net of applicable income taxes of $3,716) or $0.16 per diluted share.
Operating losses of Camden for the fourth quarter of 1996 and the first
quarter of 1997 totaling $1,200 were deferred and deducted from the gain for
financial statement purposes.
3. The provision for income taxes is based on pre-tax income for financial
statement purposes with an appropriate deferred tax provision to give effect
to changes in temporary differences between the financial statements and tax
bases of assets and liabilities. The temporary differences arise principally
from postretirement benefits, depreciation, and other employee benefits.
4. The Company adopted SFAS No. 128, "Earnings Per Share," as of January 31,
1998. Under the new standard, basic and diluted earnings per share are
presented for each period in which a statement of operations is presented.
Basic earnings per share is computed by dividing income less preferred stock
dividends by the weighted average shares actually outstanding for the period.
Diluted earnings per share includes the potentially dilutive effect of shares
issuable under the employee stock purchase and incentive stock option plans.
The following is a reconciliation of basic earnings per share to diluted
earnings per share for the three months ending October 31, 1998 and October
25, 1997:
Adjusted Earnings
Net Preferred Net Average Per
Income Dividends Income Shares Share
- -------------------------------------------------------------------------------
[S] [C] [C] [C] [C] [C]
1998: Basic earnings per share $ 5,694 $ (33) $ 5,661 16,659 $ .34
Effect of stock options 295
------
Diluted earnings per share 5,694 (33) 5,661 16,854 .34
- -------------------------------------------------------------------------------
1997: Basic earnings per share 7,656 (33) 7,623 16,624 .46
Effect of stock options 245
------
Diluted earnings per share 7,656 (33) 7,623 16,869 .45
- -------------------------------------------------------------------------------
ONEIDA LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Thousands)
The following is a reconciliation of basic earnings per share to diluted
earnings per share for the nine months ending October 31, 1998 and October
25, 1997:
Adjusted Earnings
Net Preferred Net Average Per
Income Dividends Income Shares Share
- -------------------------------------------------------------------------------
[S] [C] [C] [C] [C] [C]
1998: Basic earnings per share $ 16,336 $ (99) $ 16,237 16,683 $ .97
Effect of stock options 259
------
Diluted earnings per share 16,336 (99) 16,237 16,942 .96
- -------------------------------------------------------------------------------
1997: Basic earnings per share 20,153 (99) 20,054 16,442 1.22
Effect of stock options 150
------
Diluted earnings per share 20,153 (99) 20,054 16,592 1.21
- -------------------------------------------------------------------------------
5. Included in the long-term debt caption on the balance sheet are various
senior notes. The note agreements relating thereto contain provisions which
restrict borrowings, business investments, acquisition of the Company's stock
and payment of cash dividends. Included in the debt covenants is a
restriction that the Company's ratio of total debt to tangible net worth is
not to exceed 1.60. This ratio was 1.68 at October 31, 1998 and accordingly,
the Company has received a waiver from it's lenders. The Company expects to
be in compliance with it's debt covenants at year end. At October 31, 1998,
the maximum amount available for payment of dividends was $17,144.
6. Effective February 1, 1998, the Company adopted Statements of Financial
Accounting Standard No. 130, "Reporting Comprehensive Income." This
pronouncement requires the Company to report the effects of foreign currency
translation adjustments on comprehensive income. The following is a
reconciliation of other comprehensive income on a before and after tax basis
for the quarter and nine months ended October 31, 1998 and October 25, 1997:
For the Quarter Ended
October 31, October 25,
1998 1997
--------- ---------
[S] [C] [C]
Foreign currency translation adjustments............... $ (1,301) $ (99)
Tax effect of foreign currency
translation adjustments............................. 495 38
--------- ---------
Other comprehensive income.......................... $ (806) $ (61)
========= =========
For the Nine Months Ended
October 31, October 25,
1998 1997
--------- ---------
[S] [C] [C]
Foreign currency translation adjustments............... $ (4,715) $ (364)
Tax effect of foreign currency
translation adjustments............................. 1,800 139
--------- ---------
Other comprehensive income.......................... $ (2,915) $ (225)
========= =========
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Quarter ended October 31, 1998 compared with
the quarter ended October 25, 1997
(In Thousands)
Operations
Consolidated net sales, for the quarter ended October 31, 1998 increased
$12,693, over the same period a year ago.
Net Sales by Product Line: 1998 1997 % Change
-------- -------- --------
[S] [C] [C] [C]
Metal Products......................... $ 89,591 $ 88,671 1.0 %
Dinnerware Products.................... 24,770 21,786 13.7 %
Other Products......................... 14,426 5,637 155.9 %
-------- --------
Total............................... $128,787 $116,094 10.9 %
======== ========
The increase in other product lines is primarily attributable to the Company's
entry into the grocery store segment. Foodservice dinnerware sales, both
domestic and imported, continued to increase over 1997 levels.
Gross margin, as a percentage of net sales, was 35.5% in the third quarter of
1998 as compared to 37.9% for the same period of 1997. The decline was due to a
combination of product mix and lower volume in the Company's metal tableware
plants to adjust to current order levels.
Operating Expenses 1998 1997 % Change
------- ------- --------
[S] [C] [C] [C]
Selling, advertising and distribution.. $24,232 $19,681 23.1 %
General and administrative............. 9,650 10,636 (9.3)%
------- -------
Total............................... $33,882 $30,317 11.8 %
======= =======
Total operating expenses increased by $3,565 from the same period last year.
The majority of the selling and distribution expense increase was related to
costs associated with the Company's entry into the consumer dinnerware,
glassware and grocery store markets. Delays in launching new product lines
also contributed to the increase in selling and distribution expense as a
percent of total sales to 18.8% from 17.0% in the prior year. The decrease in
administrative costs is primarily attributable to lower employee profit sharing
accruals.
Interest expense, prior to capitalized interest, was $2,841 for the three
months, an increase of $1,135 from the third quarter of 1997. This increase is
due to higher average borrowings in 1998. These short-term borrowings were
incurred primarily to finance the inventories needed for expansion into the new
product categories as well as normal seasonal inventory and accounts receivable
increases.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Nine month period ended October 31, 1998 compared with
the nine month period ended October 25, 1997
(In Thousands)
Operations
Consolidated net sales, for the nine month period ended October 31, 1998
increased by $24,713, over the same period a year ago.
Net Sales by Product Line: 1998 1997% Change %
-------- -------- --------
[S] [C] [C] [C]
Metal Products............................ $238,429 $242,317 (1.6)%
Dinnerware Products....................... 70,344 62,174 13.1 %
Other Products............................ 31,285 10,854 188.2 %
-------- --------
Total............................... $340,058 $315,345 7.8 %
======== ========
The majority of the increase in other product lines is attributable to the
Company's entry into the grocery store sales channel, by means of acquiring the
business of Encore Promotions, Inc. in the second quarter of 1997. The growth in
dinnerware sales reflects increases of both imported and domestically produced
china. Sales of metal products decreased as several major domestic retailers
slowed down orders to adjust their tableware inventories
Gross margin, as a percentage of net sales, was equal to 37.2% for the first
nine months of 1998 and 37.5% for the same period of 1997.
Operating Expenses 1998 1997% Change %
-------- -------- --------
[S] [C] [C] [C]
Selling, advertising and distribution.. $ 67,043 $ 55,910 19.9 %
General and administrative............. 27,978 28,762 (2.7)%
-------- --------
Total............................... $ 95,021 $ 84,672 12.2 %
======== ========
Total operating expenses increased by $10,349 from the same period last year.
The selling and distribution expense increase was due to both incremental sales
as well as start-up costs related to the Company's entry into the consumer
dinnerware, glassware and grocery store markets. As a percent of total sales,
selling and distribution expenses increased to 19.7% from 17.7% in the prior
year, partially due to delays in the Company's plans to introduce new product
lines in 1998.
For the first nine months of 1998, the Company had non-recurring net
miscellaneous income resulting from the termination of three contracts including
a long-term energy supply contract, a lease on an office building in Redmond,
Washington and a long-term distribution agreement. Interest expense, prior to
capitalized interest, was $7,150 for the nine months ended October 31, 1998, an
increase of $1,818 from the first nine months of 1997. This increase is due to
higher average borrowings in 1998. These short-term borrowings were incurred to
finance the inventories needed for expansion into new product categories as well
as business acquisitions and construction of the Company's new dinnerware
distribution facility in Buffalo, New York.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Nine month period ended October 31, 1998 compared with
the nine month period ended October 25, 1997
(In Thousands)
Liquidity & Financial Resources
During the first nine months of this year, the Company spent approximately
$16,500 on capital projects focused primarily on it's distribution and
manufacturing facilities. The Company expects to invest another $7,000 on
similar projects during the remainder of the current fiscal year. Inventories
increased by $55,000 in the first nine months of 1998. The majority of this was
due to a build up of inventories related to the new product categories. In
recognition of the Company's 250th consecutive dividend, the Board of Directors,
at its May 27, 1998 meeting, authorized the payment of a special one time
dividend equal to ten cents per common share outstanding at June 10, 1998 at a
cost of approximately $1,700. At the August 26, 1998 Board of Directors
meeting, approval was given to buy back an additional 500 shares of the
Company's common stock. To date, this year, the Company has spent $6,553 on
stock repurchases under the Board's 1997 and 1998 stock buy back authorizations.
Management believes there is sufficient liquidity to support the Company's
ongoing funding requirements from future operations as well as the availability
of bank lines of credit. At October 31, 1998, the Company had unused short-term
credit lines equal to $21,000 as well as unused availability under a long-term
revolving line of credit totaling $9,000. Working capital as of October 31,
1998 totaled $136,280.
Year 2000 Compliance
Year 2000 issues relate to the ability of computer systems to distinguish data
which contains dates beyond December 31, 1999. The Company has created and is
in the process of implementing a comprehensive Year 2000 compliance plan. The
Company holds regular compliance meetings to receive information and input from
all of the Company's main operating areas.
As part of its compliance plan, the Company has reviewed all of its software and
information processing systems and identified date sensitive functions. The
Company plans to begin testing those systems in the first quarter of 1999. If
necessary, those systems will be modified to ensure that they operate properly
prior to the Year 2000. The Company's main accounting, logistics, warehouse
management and payroll systems are currently Year 2000 compliant. The Company
anticipates that its remaining major computer systems will be Year 2000
compliant by year end, and that its more minor computer systems will be Year
2000 compliant by July 1999. To date, the Company has identified and contacted
its major customers, suppliers, service providers and business partners. Each
of these entities received a letter informing them of the Company's plans and
state of readiness and asking that they in turn share their own Year 2000 plans
by returning a questionnaire to the Company. In addition to its compliance plan,
the Company will develop a contingency plan based upon the outcomes of the
systems to be conducted during the first quarter of 1999.
The Company believes it is devoting appropriate resources to resolve its Year
2000 issues in a timely manner and believes that its compliance program will
result in all internal systems being prepared for Year 2000 processing. The
compliance plan is proceeding on schedule and to date no unforeseen difficulties
have arisen. Based upon the work performed to date, the Company presently
believes that the likelihood of the Year 2000 having a material result on its
operations, liquidity or financial position is remote. The Company estimates
that its direct Year 2000 compliance costs will not exceed $500, of which to
date approximately $100 has been incurred and expensed.
Notwithstanding the foregoing, the Company could be adversely affected if its
customers, suppliers, service providers, business partners and/or governmental
agencies continue to utilize systems that are not Year 2000 compliant. This
failure could affect the Company's ability to purchase raw materials, receive
orders and transact business with its financial institutions, any of which could
constitute a material and immeasurable financial risk to the Company.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Nine month period ended October 31, 1998 compared with
the nine month period ended October 25, 1997
(In Thousands)
Risk Factors
With the exception of historical data, the information contained in this Form
10-Q, as well as those other documents incorporated by reference herein, is
forward-looking. For the purposes of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995, the Company cautions readers that
changes in certain factors could affect the Company's future results and could
cause the Company's future consolidated results to differ materially from those
expressed herein. Such factors include, but are not limited to: general
economic conditions in the Company's markets; difficulties or delays in the
development, production and marketing of new products; the impact of competitive
products and pricing; certain assumptions related to consumer purchasing
patterns; significant increases in interest rates or the level of the Company's
indebtedness; major slowdowns in the retail, travel or entertainment industries;
the loss of several of the Company's major customers; underutilization of the
Company's plants and factories; the amount and rate of growth of the Company's
selling, general and administrative expenses; and the inability of the Company
or its customers, suppliers, service providers or business partners, as well as
governmental agencies, to resolve Year 2000 issues in a timely manner.
Shareholder Proposals
Pursuant to new amendments to Rule 14a-4 (c) of the Securities Exchange Act of
1934, as amended, if a shareholder who intends to present a proposal at the 1999
annual meeting of shareholders does not notify the Company of such proposal on
or prior to March 9, 1999, then management proxies will be allowed to use their
discretionary voting authority to vote on the proposal when the proposal is
raised at the annual meeting, even though there is no discussion of the proposal
in the 1999 proxy statement.
Notwithstanding the above, in order to be included in the Company's proxy
statement and form of proxy relating to the 1999 annual meeting, proposals of
shareholders intended to be presented at the Company's 1999 annual meeting of
shareholders must be received at the Company's principal executive offices not
later than December 26, 1998 (previously noted in April 1998 Proxy, page 21).
ONEIDA LTD
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
October 31, 1998
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.
ONEIDA LTD
(Registrant)
Date: December 15, 1998
Edward W. Thoma
Senior Vice President Finance
-----------------------------