FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
X Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [Fee Required]
For the Fiscal Year Ended March 31, 1997
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 1-5502
ZURN INDUSTRIES, INC.
State of Address and IRS Employer
Incorporation Telephone Number Identification Number
Pennsylvania One Zurn Place 25-1040754
Erie, Pennsylvania 16505
814-452-2111
Securities Registered Pursuant to Section 12(b) of the Act
Title of Each Class Exchange on Which Registered
Common Stock, $.50 Par Value New York Stock Exchange, Inc.
Pacific Exchange, Inc.
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, 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 nonaffiliates of the
registrant was $327,539,000 based on the closing sale price per share for the
12,359,962 shares of Common Stock, $.50 par value, outstanding on May 30, 1997
and excluding the value of 2,072 shares of preferred stock which have no
quoted market value.
Documents Incorporated by Reference
Portions of Annual Report to Shareholders for the year ended March 31, 1997
incorporated by reference in Parts I and II
Portions of Proxy Statement dated June 27, 1997 incorporated by reference in
Part III
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PART I
ITEM 1 - BUSINESS
General Development Of Business
Zurn Industries, Inc., founded in 1900 and incorporated in 1932, together with
its subsidiaries ("Company") designs, constructs, manufactures, markets, and
operates in two industry segments: Building Products and Water Resource
Construction. The categorization of the Company's businesses in these
segments in fiscal 1997 resulted from the acquisition of Eljer Industries,
Inc., a manufacturer and marketer of plumbing and HVAC building products and a
decision to sell the Power Systems segment businesses.
The first and third paragraphs of "Notes to Consolidated Financial Statements
- - Commitments and Contingencies" on page 37 of the Annual Report to
Shareholders for the year ended March 31, 1997 which discuss the bankruptcy
status of an indirect, wholly-owned subsidiary are incorporated herein by
reference.
Financial Information About Industry Segments
"Industry Segment Data" on page 29 of the Annual Report to Shareholders for
the year ended March 31, 1997 is incorporated herein by reference.
Narrative Description Of Business
"Notes to Consolidated Financial Statements - Business Description" on page 30
of the Annual Report to Shareholders for the year ended March 31, 1997,
excluding the last sentence of the first paragraph and the fourth paragraph,
is incorporated herein by reference.
Product Class Sales
Year Ended March 31
Segment And Products 1997 1996 1995
(Thousands)
Building Products
Plumbing products $202,658 $140,925 $121,133
Fire protection systems 45,415 38,230 34,541
Other products 23,127 1,635 990
Water Resource Construction
Construction and construction services 69,145 84,245 58,808
Other products 12,673 19,648 18,380
Building Products - Plumbing and HVAC products for the construction and
remodeling markets, including: vitreous china toilets and lavatories, enameled
cast iron tubs, lavatories and whirlpools, plumbing connectors, flexible
systems and supplies; roof, floor, and trench drains, primers, traps,
backwater valves, hair, grease, oil, and solids interceptors and recovery
systems, cleanouts, off-the-floor fixture supports, service basins, water
hammer arrestors, hydrants, floor and mop sinks, ferrous castings, flush
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valves, shower heads, faucets, and hand dryers; tubular brass and plastic
plumbing supplies, sink strainers, shower heads, and toilet tank accessories;
pressure reducing and regulating valves, temperature/pressure relief valves,
swing-away ball valves, reduced pressure backflow preventers, pressure vacuum
breakers, check valves, double check valves, water gravity flow systems; and,
registers, venting grilles and systems, prefabricated chimneys, air difusers,
fireplaces. Automatic interior fire protection sprinkler systems for new
construction and remodeling projects.
Water Resource Construction - Construction of water resource and treatment
systems and general construction services for civil, structural, and
mechanical piping.
Segment Status
No new segment or product is being planned or developed which will require the
investment of a material amount of the Company's assets, or which otherwise is
material.
Sources And Availability Of Raw Materials
The Company's businesses use clay, ferrous and nonferrous metals, and plastics
purchased from various domestic and foreign suppliers. The sources of supply
are adequate and the Company is not substantially dependent upon any one
supplier.
Patents And Licenses
The Company owns numerous patents relating to the design and manufacture of
its products and systems. From time to time the Company grants licenses to
others under certain of its patents and obtains licenses under the patents of
others. While the Company considers that, in the aggregate, its patents and
licenses are important in the operation of its businesses, it believes that
the successful manufacture and sale of its products generally depends more
upon its technological know-how and manufacturing, marketing, and construction
skills.
Seasonal Business
Neither of the industry segments is considered to have significant seasonal
business.
Working Capital Requirements
Certain products of the Building Products segment are considered standard
items and significant amounts of inventory are required to meet rapid delivery
requirements of customers.
Customer Dependence
Neither of the industry segments has a customer the loss of which would have a
material adverse effect on the segment.
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Customer Identity
There are no customers the loss of which would have a material adverse effect
on the Company.
Backlog
The backlog of unshipped orders was as follows:
March 31
1997 1996
(Thousands)
Building Products $ 50,000 $30,000
Water Resource Construction 81,000 68,000
$131,000 $98,000
Approximately 41% of the Water Resource Construction backlog is expected to be
completed in fiscal years ending after March 31, 1998.
Government Contracts
No material portion of the business of either industry segment is subject to
renegotiation of profits or termination of contracts or subcontracts at the
election of the Government.
Competitive Conditions
The Company's major markets are commercial, consumer, industrial, and
municipal. The Company competes with a number and variety of diverse
manufacturers and distributors, both large and small. Because of the
multiplicity and diversity of such markets, it is impracticable to ascertain a
proper competitive rating index.
In general, all the Company's products and systems are sold for the most part
in world-wide markets characterized by substantial price, service, and product
quality competition.
Research And Development
Research and development expenditures were not material in any of the last
three years.
Impact Of Environmental Laws And Regulations
Federal, state, and local regulations enacted to regulate the discharge of
materials into the environment are not expected to have any material effect on
the Company's capital expenditures, earnings, or competitive position.
Number Of Employees
The Company has approximately 5,100 employees.
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Foreign And Domestic Operations And Export Sales
The Company's foreign operations represented less than 10% of consolidated
sales, operating income, and assets in each of the last three years and
exports sales were not significant.
ITEM 2 - PROPERTIES
The Company principally operates in various locations throughout the United
States with other facilities in Canada and Europe all of which are considered
to be in good condition, well maintained, and adequate for its purposes. The
approximate square feet of floor space utilized at operating capacities
ranging from approximately 45% to 95% is as follows:
Owned Leased
Building Products 4,011,800 1,469,400
Water Resource Construction 42,400
Corporate Headquarters and Others 212,300
4,266,500 1,469,400
ITEM 3 - LEGAL PROCEEDINGS
United States Brass Corporation Bankruptcy
On May 23, 1994, the Company's indirect, wholly-owned subsidiary, United
States Brass Corporation ("US Brass") filed a voluntary petition for
reorganization under Chapter 11 of the Federal Bankruptcy Code ("Bankruptcy
Code") in the United States Bankruptcy Court for the Eastern District of Texas
("Bankruptcy Court") for the purpose of systematically resolving issues
resulting from sales of polybutylene plumbing systems ("Systems") and related
litigation and to seek confirmation of a plan of reorganization ("Plan")
which, among other things, provides for the payment, satisfaction and
discharge of all claims against US Brass involving the Systems. US Brass is
conducting its business and managing its properties as a debtor-in-possession
under Section 1108 of the Bankruptcy Code subject to the supervision and
orders of the Bankruptcy Court.
US Brass is a defendant, together in some cases with the Company's wholly-
owned subsidiary Eljer Industries, Inc. (Eljer) and its subsidiary, Eljer
Manufacturing, Inc. ("EMI"), in a number of lawsuits arising out of the
manufacture and sale of the Systems. Other defendants in the Systems lawsuits
are Shell Chemical Company ("Shell"), the manufacturer of polybutylene resin
from which US Brass extruded the pipe used in the Systems, Hoechst Celanese
Corporation ("Hoechst Celanese"), the manufacturer of a resin from which US
Brass molded Celcon acetal fittings formerly used in the Systems, other pipe
and fittings manufacturers, and builders, developers and plumbing contractors.
These lawsuits allege that the Systems leaked and seek recovery based on
negligence, breach of warranty, strict tort liability and, in some cases,
fraud or misrepresentation.
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Between 1988 and July 1991, US Brass, Shell, and Hoechst Celanese shared the
cost of repairs and replacements of Systems and Shell and Hoechst Celanese
have settled and continue to settle cases and repair or replace Systems for
which they contend US Brass was or is partially responsible. Litigation filed
by Hoechst Celanese and Shell in New Jersey state court against US Brass and
EMI relating to the Systems and the sharing of repair and replacement costs
remains pending in the Bankruptcy Court on a motion for reconsideration filed
by EMI following a decision by the Bankruptcy Court to remand those claims
back to New Jersey state court.
Since 1985 Eljer has been involved in litigation with its insurance carriers
concerning coverage for Systems litigation. In 1992, the United States Court
of Appeals for the Seventh Circuit ("Seventh Circuit") issued an opinion
holding that the policy period of coverage of a Systems claim is triggered by
the date of installation of the System as opposed to the date when the leak
occurs. However, significant insurance coverage litigation remains pending
and the Seventh Circuit opinion is not necessarily binding on all insurance
carriers issuing coverage to Eljer. Various insurance carriers filed state
court actions seeking declaratory relief that they are not obligated to
provide insurance coverage for Systems litigation. These actions were removed
to the Bankruptcy Court for the Northern District of Illinois and, in November
1994, the court denied a US Brass motion to transfer venue to the United
States District Court for the Eastern District of Texas and granted the
insurer's motion to abstain from hearing the case and to remand to the state
courts. The appeal filed by US Brass to the United States District Court for
the Northern District of Illinois was denied on July 2, 1996, and US Brass has
appealed to the Seventh Circuit which affirmed the lower court's decision on
April 2, 1997. The actions have been remanded to the state courts, but remain
subject to the automatic stay as a result of the bankruptcy of US Brass. The
United States District Court for the Eastern District of Texas has not ruled
on US Brass' appeal from the dismissal of an adversary action filed by US
Brass in the Bankruptcy Court against all insurance companies involved in the
Illinois state court actions as well as one additional carrier.
On March 22, 1995, Eljer, EMI, and US Brass filed with the Bankruptcy Court a
proposed Plan for US Brass under Chapter 11 of the Bankruptcy Code. The
Bankruptcy Court rejected the Plan on the basis that it was not confirmable
and an appeal is pending. An Amended Plan of Reorganization ("Amended Brass
Plan"), containing proposed settlements with Eljer, EMI and Shell, and an
Amended Disclosure Statement ("Amended Brass Disclosure Statement") have been
filed. A hearing was held on objections filed by various parties to the
Amended Brass Disclosure Statement on August 22, 1995.
The Official Polybutylene Claimants Committee ("PB Committee") in the US Brass
bankruptcy filed a proposed plan of reorganization ("PB Committee Plan") and
proposed disclosure statement ("PB Committee Disclosure Statement"). A
hearing was held on June 20, 1995 by the Bankruptcy Court on objections filed
by various parties to the PB Committee Disclosure Statement.
On April 8, 1996, the Bankruptcy Court approved the Amended Brass Disclosure
Statement and the Amended Brass Plan and the PB Committee Plan and the PB
Committee Disclosure Statement. However, because significant developments had
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occurred, the Bankruptcy Court permitted the parties to update disclosure
statements and modify their plans. On November 29, 1996, Eljer, EMI, and US
Brass filed the Third Amended Brass Plan of Reorganization ("Third Amended
Brass Plan") and the Third Amended Disclosure Statement ("Third Amended Brass
Disclosure Statement") and the PB Committee filed its Second Amended
Disclosure Statement ("Amended PB Committee Disclosure Statement") and its
Second Amended Plan of Reorganization ("Amended PB Committee Plan"). The
Third Amended Brass Plan contains proposed settlements with Eljer, EMI, Shell,
Celanese, and the class in the case entitled "Tina Cox et al. v. Shell Oil
Company et al." ("Cox") which includes class members formerly in the case
entitled "Garria Spencer, et al. v. Shell Oil Company et al." ("Spencer").
The Bankruptcy Court held a hearing on January 22, 1997 to consider the Third
Amended Brass Disclosure Statement, the Amended PB Disclosure Statement, and
objections thereto, but has not yet ruled on the two disclosure statements.
On October 10, 1996, a motion to lift stay ("Stay Motion") was filed seeking
modification of the automatic stay to permit the filing and prosecution of a
national class action in the United States District Court for the Eastern
District of Texas ("1996 Complaint"). The 1996 Complaint seeks to certify a
class of plumbing claims consisting of substantially all plumbing claimants
not covered by the settlement in "Cox", plus a vaguely defined subset of the
class covered by "Cox". On April 15, 1997, the Stay Motion was denied.
On October 28, 1996, the PB Committee filed a Motion to Convert the US Brass
Chapter 11 bankruptcy to a case under Chapter 7 of the Bankruptcy Code
("Conversion Motion"). Consideration of the Conversion Motion has been
postponed several times without objection by the PB Committee. If the
Conversion Motion is granted, US Brass would be liquidated.
In connection with settlements reached by various parties in the Cox and
Spencer litigation ("Cox-Spencer Agreement"), Eljer, EMI, and US Brass entered
into a tentative settlement contingent upon confirming a reorganization plan
in the US Brass bankruptcy embodying the terms of the tentative settlement and
finalization of an agreement with the parties to the Cox-Spencer Agreement.
The tentative settlement provides that EMI and US Brass will contribute an
amount equal to any proceeds of their insurance policies and Eljer will
contribute $53.4 million in cash and a noninterest bearing note for $20
million payable over 10 years. In exchange for such consideration, Eljer,
EMI, and US Brass will receive relief satisfactory to them from claims arising
from polybutylene sales to date and US Brass will remain an indirect, wholly-
owned operating subsidiary of the Company. The terms of the Cox-Spencer
Agreement are contained in the Third Amended Brass Plan. If the tentative
settlement does not result in a confirmed Plan of Reorganization, it is not
presently possible to estimate the ultimate number or dollar value of Systems
claims that may be filed and allowed in the bankruptcy case. As of February
15, 1997, approximately 1,535 claims had been filed with the Bankruptcy Court,
asserting the aggregate amount of approximately $2.15 billion, consisting
primarily of alleged Systems related damages. Additional claims may be filed.
Many claims are disputed or based on contingencies that have not occurred.
Other claims have been made which do not specify the amount of damages.
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Certain parties have alleged that claims exist against EMI and Eljer relating
to the Systems. Approximately 59 lawsuits representing approximately 25,000
homes have been filed in state or federal courts in eight different states
that name Eljer and/or EMI or its predecessor, Household Manufacturing, Inc.,
in addition to other parties, as defendants. These claims include allegations
of direct and alter ego liability. It is not known what effect the Cox-
Spencer Agreement will have on these lawsuits, although it is expected that
some of them may be dismissed following finalization of the Cox-Spencer
Agreement.
Environmental Matters
EMI has submitted a closure plan for a brass foundry in Marysville, Ohio which
was closed in 1987 to the Ohio Environmental Protection Agency ("Ohio EPA").
Despite meeting certain financial assurance requirements, EMI received
correspondence from the Ohio Attorney General threatening commencement of a
lawsuit for failure to meet all of its obligations. On July 7, 1995, the
Attorney General informed EMI of the intent to assess a $2.5 million civil
penalty for financial assurance violations. On December 11, 1995, a Consent
Order was entered by the Court of Common Pleas for Union County, Ohio wherein
EMI agreed to pay a reduced cash penalty of $750,000, with an additional fine
of $500,000 to be suspended pending completion of closure activities at the
Marysville site in accordance with a closure plan approved by the Ohio EPA.
To meet EMI's remaining financial assurance obligations, the Consent Order
also required funding an $8.5 million trust account during 1996 to be used to
pay for implementation of the Marysville closure plan. EMI has paid the
$750,000 penalty and funded $5.5 million into the trust account. As a result
of its failure to timely fund the final payment, the Ohio EPA assessed, and
EMI paid, the maximum stipulated penalty of $100,000 as provided in the
Consent Order. EMI has since notified the Ohio EPA of its intent to fund the
final $3.0 million trust account payment in July 1997.
EMI submitted a plan for closure of the hazardous waste management unit at its
Salem, Ohio facility to the Ohio EPA on April 30, 1993. Comments received
from the Ohio EPA indicate the closure plan will require modifications. The
current estimated cost of implementing the closure plan, excluding post-
closure care, is approximately $3.2 million. In connection with the
anticipated closure plan revisions, a proposal submitted by EMI for the
reduction of post-closure care costs from $1.9 million to $1.0 million
(undiscounted) was accepted by the Ohio EPA in September 1996. After March
1992, EMI was unable to meet its financial assurance obligations with respect
to the Salem site. The United States Department of Justice ("DOJ") sought
payment by EMI of a cash penalty of $175,000, with an additional fine of
$912,000 to be held in abeyance pending completion of the site closure
activities without any further violations of EMI's financial assurance
obligations. EMI accepted the offer and amendments to the 1990 consent decree
were approved and entered by the United States District Court for the Northern
District of Ohio on June 20, 1996 and EMI paid the $175,000 penalty.
EMI negotiated a settlement with the DOJ and the United States Environmental
Protection Agency ("EPA") for alleged violations of the Clean Water Act for
unpermitted discharge of wastewater streams at the Salem, Ohio facility. The
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settlement called for the payment of a $300,000 cash penalty and performance
of certain remedial work at the facility estimated to cost approximately
$690,000. On December 8, 1995, a consent decree was entered by the United
States District Court for the Northern District of Ohio approving the
negotiated settlement. On January 8, 1996, EMI paid the $300,000 civil
penalty and, on November 26,1996, EMI's environmental consulting engineers
completed implementation of the remedial work at the Salem facility. A final
report was submitted to the EPA on January 24, 1997 and is currently awaiting
final approval and certification.
In November 1996, EMI became aware that two individuals working for
environmental engineering consultants retained by EMI had been served with
subpoenas to testify before a grand jury. Subsequently, the consultants
produced information pursuant to a subpoena that requested documents relating
to remedial work performed at the Salem, Ohio facility. EMI also understands
the government's investigation is part of a joint environmental enforcement
task force consisting of government representatives in Ohio from state and
federal agencies. It is unknown at this time whether EMI or any of its
subsidiaries or employees are, or will be, the subject or target of the
ongoing investigation. It is also unknown what, if any, enforcement action
may result from this investigation.
The Company received an Administrative Order, effective April 30, 1992, issued
by the EPA pursuant to Section 106(a) of the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 directing the Company and
thirty-five others to implement response activities at the Millcreek Dumpsite
in Erie County, Pennsylvania in accordance with a remedial plan. The Company
is informed that EPA has secured estimates of the cost of the remedial work
which approximate $12 million. The Company and seventeen of the other
respondents have notified EPA of their intention to undertake the remedial
action.
Certain of the Company's plants may have disposed of waste at sites which have
or may become a part of federal Comprehensive Environmental Response,
Compensation and Liability Act of 1980 clean-up efforts. Through notifications
from the EPA, the Company believes its total liabilities are immaterial
(approximately $45,000 at March 31, 1997) if liability and contributions are
assessed in an equitable manner among all responsible parties.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.
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EXECUTIVE OFFICERS OF THE REGISTRANT
Name Age Positions Period Served
Robert R. Womack 59 Chairman Since 1995
Director and Chief
Executive Officer Since 1994
Independent Consultant 1993 - 1994
Vice Chairman and Chief Executive
Officer - Imo Industries, Inc.
(controls, pumps, and engineered
power products) 1990 - 1993
Donald L. Butynski 53 Group Vice President Since 1995
President - National Energy
Production Corporation
(a subsidiary of the Company) Since 1986
Frank E. Sheeder 54 Group Vice President Since 1995
President and Chief Executive
Officer - Furmanite, Inc.
(engineering and maintenance
services), a subsidiary of
Kaneb Services, Inc. 1994 - 1995
Independent Consultant 1992 - 1994
John R. Mellett 47 Senior Vice President-
Chief Financial Officer Since 1995
Senior Vice President and
Chief Financial Officer and
Vice President-Finance (1992-1994)
- LeFebure (financial institution
capital equipment and services),
a subsidiary of De La Rue, PLC 1992 - 1995
James A. Zurn 55 Senior Vice President Since 1981
William J. Durbin 52 Vice President-Human Resources Since 1996
Vice President-Human Resources
Amcast Industrial Corporation
(castings and fittings
manufacturer) 1984 - 1996
John E. Rutzler III 56 Vice President-Controller Since 1989
Dennis Haines 44 General Counsel and Secretary Since 1993
Associate General Counsel 1989 - 1993
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PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
The principal markets on which the Company's Common Stock is traded are the
New York Stock Exchange, Inc. and the Pacific Exchange, Inc.
"Unaudited Quarterly Financial Data - Common Stock Market Price" on page 25 of
the Annual Report to Shareholders for the year ended March 31, 1997 is
incorporated herein by reference.
Holders
At March 31, 1997, there were 4,993 holders of record of the Company's Common
Stock.
Dividends
"Unaudited Quarterly Financial Data - Common Stock Cash Dividends Declared" on
page 25 of the Annual Report to Shareholders for the year ended March 31, 1997
is incorporated herein by reference.
ITEM 6 - SELECTED FINANCIAL DATA
"Five Year Consolidated Financial Summary - Operating Data," "Five Year
Consolidated Financial Summary - Financial Position at Year End - Total Assets
and Debt Obligations," and the footnote thereto on page 25 of the Annual
Report to Shareholders for the year ended March 31, 1997 are incorporated
herein by reference.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
"Financial Review" on pages 22 through 24 of the Annual Report to Shareholders
for the year ended March 31, 1997 is incorporated herein by reference.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements and notes to consolidated financial
statements on pages 26 through 37 of the Annual Report to Shareholders for the
year ended March 31, 1997 are incorporated herein by reference.
"Unaudited Quarterly Financial Data" on page 25 of the Annual Report to
Shareholders for the year ended March 31, 1997 is incorporated herein by
reference.
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INDEPENDENT AUDITORS' REPORT
Board of Directors and Shareholders
Zurn Industries, Inc.
Erie, Pennsylvania
We have audited the consolidated financial statements and the financial
statement schedule of Zurn Industries, Inc. and subsidiaries listed in Item
14. These financial statements and schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements listed in Item 14 present fairly,
in all material respects, the consolidated financial position of Zurn
Industries, Inc. and subsidiaries at March 31, 1997 and 1996, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended March 31, 1997, in conformity with generally
accepted accounting principles. Also, in our opinion, the related financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.
/s/ Ernst & Young LLP
Erie, Pennsylvania
May 19, 1997
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
There has been no change in independent auditors within twenty-four months
prior to the date of the most recent financial statements.
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PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
"Nominees For a Term of Three Years Each" on page 1 and "Nominee For a Term of
Two Years", "Directors Whose Terms of Office Continue Until 1998", and
"Directors Whose Terms of Office Continue Until 1999" on page 2 of the Proxy
Statement dated June 27, 1997 are incorporated herein by reference.
Information with respect to executive officers is presented in Part I.
Based solely upon a review of Forms 3, 4, and 5, and amendments thereto,
furnished to the Company with respect to its most recent fiscal year, and
written representations that no Form 5 was required, no person who, at any
time during the fiscal year, was a director, officer, or beneficial owner of
more than 10% of any class of equity securities of the Company failed to file
on a timely basis reports required by Section 16(a) of the Securities Exchange
Act of 1934 during the most recent fiscal year or prior fiscal years.
ITEM 11 - EXECUTIVE COMPENSATION
"Summary Compensation Table" on page 5, "Stock Option Grants" and "Stock
Option Exercises And Fiscal Year End Option Values" on page 6, "Pension Plans"
on page 7, "Directors' Compensation" on page 8, "Management Development and
Compensation Committee Report" on pages 8 and 9, and "Performance Graph" on
page 10 of the Proxy Statement dated June 27, 1997 are incorporated herein by
reference.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
"Security Ownership Of Common Stock" on page 4 of the Proxy Statement dated
June 27, 1997 is incorporated herein by reference.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
"Related-Party Transactions" on page 8 of the Proxy Statement dated June 27,
1997 is incorporated herein by reference.
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
Financial Statements
The following consolidated financial statements included in the Annual Report
to Shareholders for the year ended March 31, 1997 are incorporated herein by
reference:
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Consolidated Financial Position - March 31, 1997 and 1996
Consolidated Operations - Years Ended March 31, 1997, 1996, and 1995
Consolidated Cash Flows - Years ended March 31, 1997, 1996, and 1995
Industry Segment Data - Years ended March 31, 1997, 1996, and 1995
Notes to Consolidated Financial Statements
Financial Statement Schedules
The following consolidated financial statement schedule is included in this
Item:
Schedule II - Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under
the related instructions or are inapplicable and, therefore, have been
omitted.
Exhibits
The exhibits listed in the Exhibit Index to this report are incorporated
herein by reference. Management contracts and compensatory plan arrangements
are preceded by an asterisk ("*") in the Exhibit Index.
Reports on Form 8-K
January 22, 1997, as amended on April 7, 1997, reporting the acquisition of
Eljer Industries, Inc.
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SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(Thousands)
Col. A Col. B Col. C Col. D Col. E
Additions
Balance at (1) (2) Balance
Beginning of Charged to Costs Charged to Other Deductions- at End
Description Period and Expenses Accounts-Describe Describe of Period
Year Ended March 31, 1997
Allowance for doubtful accounts $ 2,647 $ 874 $ 7,193 -A $ 660 -B
1,759 -C $ 8,295
$ 2,647 $ 874 $ 7,193 $2,419 $ 8,295
Reserves:
Plant closings $ 460 $ 270 -F $ 190
Warranties 1,389 $ 34 $ 1,393 -A 142 -G
1,281 -C 1,393
Environmental 1,025 14,640 -A 143 -E 15,522
$ 2,874 $ 34 $16,033 $1,836 $17,105
Year Ended March 31, 1996
Allowance for doubtful accounts $ 4,238 $ 487 $ 24 -A $ 694 -B
1,408 -C $ 2,647
$ 4,238 $ 487 $ 24 $2,102 $ 2,647
Reserves:
Plant closings $ 1,626 $ 581 -E
585 -F $ 460
Warranties 3,551 $(1,896) 200 -G
66 -C 1,389
$ 5,177 $(1,896) $1,432 $ 1,849
Year Ended March 31, 1995
Allowance for doubtful accounts $ 6,203 $ 1,062 $ 152 -D $3,179 -B $ 4,238
Reserves:
Plant closings $ 7,729 $ 283 -D
5,131 -E
689 -F $ 1,626
Warranties 4,382 $ 113 944 -G 3,551
$12,111 $ 113 $7,047 $ 5,177
<F1> <F4> <F7>
A-Purchase of business. D-Account transfers. G-Warranty claims allowed.
<F2> <F5>
B-Uncollectible accounts written off, net of recoveries. E-Costs incurred.
<F3> <F6>
C-Discontinued operations. F-Credit to costs and expenses.
-15-
/TABLE
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.
ZURN INDUSTRIES, INC.
(Registrant)
June 4, 1997 /s/ Robert R. Womack
Robert R. Womack
Chairman
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 date indicated.
/s/ Robert R. Womack Director, Chairman, and June 4, 1997
Robert R. Womack Chief Executive Officer
/s/ John R. Mellett Senior Vice President and June 4, 1997
John R. Mellett Chief Financial Officer
/s/ John E. Rutzler III Vice President-Controller June 4, 1997
John E. Rutzler III
/s/ Scott G. Arbuckle Director June 4, 1997
Scott G. Arbuckle
/s/ Zoe Baird Director June 4, 1997
Zoe Baird
/s/ M. K. Brown Director June 4, 1997
Michael K. Brown
/s/ William E. Butler Director June 4, 1997
William E. Butler
/s/ Edward J. Campbell Director June 4, 1997
Edward J. Campbell
/s/ Robert D. Neary Director June 4, 1997
Robert D. Neary
-16-
EXHIBIT INDEX
3 Articles Of Incorporation And By-laws
Restated Articles of Incorporation with Amendments through Incorporated
April 22, 1996 filed as Exhibit 3.1 to Form 10-K for the by reference
year ended March 31, 1996
By-laws as of August 1995 filed as Exhibit 3.1 to Form Incorporated
10-Q for the quarter ended September 30, 1995 by reference
4 Instruments Defining The Rights Of Security Holders,
Including Indentures
Description of Common Stock contained in the prospectus Incorporated
dated July 26, 1972 beginning on page 18 ("Description of by reference
Capital Stock") forming a part of Amendment No. 3 to the
Form S-1 Registration Statement No. 2-44631
Description of Common Stock as set forth in the Restated Included in
Articles of Incorporation with Amendments through Exhibit 3.1
April 22, 1996 filed as Exhibit 3.1 to Form 10-K for the
year ended March 31, 1996
Description of Preferred Share Purchase Rights contained Incorporated
in the Form 8-A Registration Statement dated May 17, 1996 by reference
10 Material Contracts
* 1986 Stock Option Plan filed as Exhibit 28A to Form S-8 Incorporated
Post-Effective Amendment No. 1 Registration Statement No. by reference
33-19103
* 1989 Directors Stock Option Plan filed as Exhibit 28 to Incorporated
Form S-8 Registration Statement No. 33-30383 by reference
* 1991 Stock Option Plan filed as Exhibit 28 to Form S-8 Incorporated
Registration Statement No. 33-49224 by reference
* 1995 Directors Stock Option Plan filed as Exhibit 99 to Incorporated
Form S-8 Registration Statement No. 33-65219 by reference
10.17* 1996 Employee Stock Plan
* Supplemental Executive Retirement Plan of Zurn Incorporated
Industries, Inc. filed as Exhibit 10.1 to Form 10-Q for by reference
the quarter ended December 31, 1994
* 1986 Retirement Plan for Outside Directors of Zurn Incorporated
Industries, Inc. filed as Exhibit 10.16 to Form 10-Q for by reference
the quarter ended December 31, 1996
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* Agreements Relating to Employment dated June 5, 1989 Incorporated
with J.A. Zurn filed as Exhibit 10H to Form 10-Q for the by reference
the quarter ended June 30, 1989; dated October 17, 1994
with R.R. Womack filed as Exhibit 10.2 to Form 10-Q for
the quarter ended December 31, 1994; dated May 1,1995
with D.L. Butynski and July 1, 1995 with J.R. Mellett
filed as Exhibit 10.8 to Form 10-Q for the quarter ended
June 30, 1995; dated August 14, 1995 with F.E. Sheeder
filed as Exhibit 10.11 to Form 10-Q for the quarter
ended September 30, 1995
10.18* Agreements Relating to Employment dated April 21, 1997
with W.J. Durbin, D. Haines, J.A. Harris, and B.F.
Sherman
* Employment Agreement dated January 22, 1996 with R.R. Incorporated
Womack filed as Exhibit 10.13 to Form 10-Q for the by reference
quarter ended December 31, 1995
* Zurn Industries, Inc. Deferred Compensation Plan for Non- Incorporated
Employee Directors filed as Exhibit 19E to Form 10-Q for by reference
the quarter ended June 30, 1989
* Zurn Industries, Inc. Deferred Compensation Plan for Incorporated
Salaried Employees filed as Exhibit 10.3 to Form 10-Q for by reference
the quarter ended December 31, 1994
* Zurn Industries, Inc. Optional Deferment Plan for Incorporated
Incentive Compensation Plan Participants filed as Exhibit by reference
10.4 to Form 10-Q for the quarter ended December 31, 1994
* Zurn Supplemental Pension Plan filed as Exhibit 10.5 to Incorporated
Form 10-Q for the quarter ended December 31, 1994 by reference
* Indemnity Agreements dated August 14, 1986 with E.J. Incorporated
Campbell, and J.A. Zurn filed as Exhibit 19J to Form 10-Q by reference
for the quarter ended September 30, 1986; dated October
20, 1986 with J.E. Rutzler III filed as Exhibit 10B to
Form 10-Q for the quarter ended December 31, 1988; dated
January 25, 1993 with W.E. Butler, April 1, 1993 with
D. Haines, and August 6, 1993 with Z. Baird filed as
Exhibit 10A to Form 10-Q for the quarter ended June 30,
1993; dated October 17, 1994 with R.R. Womack filed as
Exhibit 10.6 to Form 10-Q for the quarter ended December
31, 1994; dated May 1, 1995 with D.L. Butynski, June 8,
1995 with R.D. Neary, and July 1, 1995 with J.R. Mellett
filed as Exhibit 10.9 to Form 10-Q for the quarter ended
June 30, 1995; dated August 14, 1995 with F.E. Sheeder
filed as Exhibit 10.12 to Form 10-Q for the quarter ended
September 30, 1995; dated October 30, 1995 with M.K. Brown
filed as Exhibit 10.14 to Form 10-Q for the quarter ended
December 31, 1995
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10.19 *Indemnity Agreements dated October 28, 1996 with W.J.
Durbin, January 28, 1997 with S.G. Arbuckle, and June 4,
1997 with J.M. Sergey
* Irrevocable Trust Agreements for the Grantor's: 1986 Incorporated
Retirement Plan for Outside Directors of Zurn Industries, by reference
Inc.; Deferred Compensation Plan for Non-Employee
Directors; Supplemental Executive Retirement Plan for
Zurn Industries, Inc.; Zurn Industries, Inc. Supplemental
Pension Plan for Participants in the Deferred Compensation
Plan for Salaried Employees; Deferred Compensation Plan
for Salaried Employees; Optional Deferment Plan for
Incentive Compensation Plan Participants filed as Exhibit
19I to Form 10-Q for the quarter ended September 30, 1986
* Second Irrevocable Trust Agreement for the Grantor's Incorporated
Indemnity Agreements filed as Exhibit 10A to Form 10-Q by reference
for the quarter ended December 31, 1988
10.20* Zurn Industries, Inc. Executive Incentive Plan
Credit Agreement dated January 21, 1997 as amended and Incorporated
restated as of March 4, 1997 by an among Zurn Industries, by reference
Inc., Eljer Manufacturing, Inc., the lenders party thereto
from time to time, NationsBank, N.A., as Documentation
Agent and Bankers Trust Company, as Administrative Agent
filed April 7, 1997 as Exhibit 10 to Form 8-K/A Amendment
No. 1 dated January 22, 1997
11 Statement Re Computation Of Per Share Earnings
Computation of Earnings Per Share
13 Annual Report To Security Holders
Electronic Format of Pages of Annual Report to
Shareholders for the Year Ended March 31, 1997
Incorporated by Reference
21 Subsidiaries Of The Registrant
Subsidiaries
23 Consents Of Experts And Counsel
Consent of Independent Auditors
27 Financial Data Schedule
27.1 Financial Data Schedule Year Ended March 31, 1997 SEC Edgar
Filing Only
27.2 Restated Financial Data Schedule Year Ended SEC Edgar
March 31, 1997 Interim Quarters Filing Only
27.3 Restated Financial Data Schedule Year Ended SEC Edgar
March 31, 1996 Filing Only
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27.4 Restated Financial Data Schedule Year Ended SEC Edgar
March 31, 1995 Filing Only
99 Additional Exhibits
99.1 Annual Report on Form 11-K of the Zurn Retirement Savings
Plan for the year ended December 31, 1996
99.2 Annual Report on Form 11-K of the Zurn/NEPCO Retirement
Savings Plan for the year ended December 31, 1996
* - Management contracts and compensatory plan arrangements.
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