UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number: 1-8120
BAIRNCO CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 13-3057520
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2251 Lucien Way, Maitland, Florida 32751
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (407) 875-2222
Securities registered pursuant to Section 12(b) of the Act:
Name of each Exchange on
Title of each class which registered
Common Stock, par value $.01 per share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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. [ ]
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
On March 17, 1995, the aggregate market value of the Registrant's voting stock
held by non-affiliates was $43,919,523.
On March 17, 1995, there were 10,500,259 shares of Common Stock outstanding,
exclusive of treasury shares or shares held by subsidiaries of the Registrant.
Parts I, II and IV incorporate information by reference from the Annual Report
to Stockholders for the fiscal year ended December 31, 1994. Part III
incorporates information by reference from the Proxy Statement dated March 13,
1995 in connection with the Registrant's Annual Meeting of Stockholders to be
held on April 21, 1995.
PART I
Item 1. BUSINESS
a. Recent Developments and Description
Bairnco Corporation was incorporated under the laws of the
State of New York on April 9, 1981. Effective September 24, 1991,
Bairnco Corporation changed its state of incorporation from New
York to Delaware. Unless otherwise indicated herein, the terms
"Bairnco" and the "Corporation" refer to Bairnco Corporation and
its subsidiaries.
Effective December 31, 1993, Bairnco adopted a restructuring
plan, a major component of which was a formal plan of divestiture
relating to the businesses that comprised Bairnco's Specialty
Construction Products segment and secure communications electronics
operations. Accordingly, these businesses are classified as
discontinued operations in the consolidated financial statements as
of, and for the years ended, December 31, 1994, 1993 and 1992, and
in other financial information accompanying this filing.
During 1994 the majority of the Specialty Construction
businesses were sold and plans are underway concerning the
disposition of the smallest and last remaining operation of the
Specialty Construction business. The secure communications
business was restructured during the year bringing the operation to
an acceptable level of profitability. Negotiations for this
operation have not yet resulted in an offer equal to the value that
management believes is inherent in the operation. The business
continues to be reported as a discontinued operation. These
remaining operations are expected to be disposed of during 1995.
As a result of the restructuring plan, Bairnco's focus is now
on its two remaining core businesses: Arlon's Engineered Components
and Materials, and KASCO's Replacement Products and Services.
At December 31, 1994, Bairnco's continuing operations employed
884 persons including 13 Headquarters personnel. Bairnco's
continuing operations occupy approximately 758,750 square feet of
factory and office space at its principal locations.
b. & c. Financial Information About Industry Segments
and Narrative Description of Business
Bairnco Corporation is a diversified multinational company
that operates two distinct businesses under the names, Arlon and
KASCO. Engineered materials and components are designed,
manufactured, and sold under the Arlon brand identity to
electronic, industrial and commercial markets. Replacement
products and services are manufactured and distributed under the
KASCO name principally to retail food stores and meat, poultry and
fish processing plants throughout the United States, Canada and
Europe.
Financial data and other information about the Corporation's
segments is set forth in Note 10 to the Consolidated Financial
Statements on pages 19 and 20 and on pages 4 through 7 of Bairnco's
1994 Annual Report to Stockholders which is incorporated herein by
reference. This information should be read in conjunction with the
"Financial History" set forth on page 9 of Bairnco's 1994 Annual
Report to Stockholders, and "Management's Discussion and Analysis"
set forth on pages 10 and 11 of Bairnco's 1994 Annual Report to
Stockholders, which is incorporated herein by reference.
The principal facilities utilized by each segment are detailed
on pages 9 and 10 under "Item 2. PROPERTIES" of this filing.
ENGINEERED MATERIALS AND COMPONENTS (ARLON)
Description of Business
Engineered materials and components are designed, manufactured
and sold to customers in electronic, industrial and commercial
markets under the Arlon brand name. These products are based on a
common technology in coating, laminating and dispersion chemistry.
Arlon's principal products include high technology circuit board
materials for the printed circuit board industry, cast and
calendered vinyl film systems, custom engineered laminates and
pressure sensitive adhesive systems, and silicone rubber products
used in a broad range of industrial, consumer and commercial
products.
Arlon circuit board materials (also referred to as substrates)
are grouped as follows: high performance and high temperature
materials used in the circuit boards of military electronics and
sophisticated commercial electronic applications such as in the
avionics of commercial airliners and in computerized control
systems; and, frequency dependent and low loss materials used for
circuit boards involved in microwave applications which include
digital cordless telephones, cellular phones, direct broadcast
satellite systems, global positioning satellite systems, other
personal communications equipment, and certain other emerging
opportunities involving wireless communication and data
transmission systems.
Arlon specialty graphic films include cast and calendered
vinyl films that are manufactured and marketed in a wide variety of
colors and with varying face stocks and adhesive systems for the
specialty graphics market which includes commercial sign
manufacturers, graphic printing houses, and numerous customers
involved in various commercial and governmental specification
applications.
Custom engineered laminates and adhesive systems are also
manufactured and marketed under the Arlon brand name and include
insulating foam tapes for thermopane windows, adhesive coated
copper for flexible circuitry, thermal insulation panels for
appliances and cars, security tags and labels, and durable printing
stock for high speed laser printing systems.
A line of silicone rubber products, used in a broad range of
consumer, industrial and commercial products, is also manufactured
and marketed under the Arlon brand name. Typical applications of
these products include silicone rubber for molding composites,
silicone rubber insulating tape for electric traction motor
windings, industrial flexible heaters and power utility insulator
applications.
Competition
Arlon has numerous competitors ranging in size from small,
sole proprietorships to units of very large, multinational
corporations that in certain instances have far greater market
positions and financial resources than the Corporations.
The principal method of competition for Arlon's products
varies by product line and type of customer. While competition for
established lines is usually based on one or more of lead time,
price, product performance, technical support and customer service,
it may also be based on the ability to service emerging
technologies through the custom design of new or redesign of
existing products and materials for the new applications related
thereto. For high technology materials sold to the printed circuit
board industry, the consistent technical performance of the
materials supplied to specified or minimum standards can be the
critical competitive element. In addition, Arlon sells a
significant portion of its circuit board materials into the
Japanese and European markets where local producers of similar
materials have a competitive advantage related to their geographic
location.
Distribution
Arlon products are marketed by company sales personnel,
outside sales representatives and distributors in the United
States, Canada, Europe and several other international markets.
Raw Materials and Purchased Parts
The essential raw materials used in Arlon engineered materials
and components are silicone rubber, fiberglass cloth, pigments,
steel and aluminum parts, copper foil, aluminum foil, polyethylene
foam and various plastic films, special papers and release liners,
vinyl resins, various adhesives and solvents, Teflontm or
polytetrafluoroethelene (PTFE) resin, polyimide resin, epoxy
resins, and various chemicals. Generally, these materials are each
available from several qualified suppliers. There are, however,
several raw materials used in Arlon's products that are purchased
from DuPont and are proprietary in nature. Other raw materials are
purchased from a single approved vendor on a "sole source" basis
although alternative sources could be developed in the future if
necessary. However, the qualification procedure can take up to
several months and could therefore interrupt production if the
primary raw material source was lost unexpectedly.
Due to the number and diversity of Arlon's products it is
unlikely that availability problems with any one raw material would
have a material adverse effect on Arlon. There are no known
limitations to the continued availability of Arlon's raw materials.
Current suppliers are located in the United States, Japan and
France.
Backlog
Order backlog for this segment was $7,833,000 as of December
31, 1994, $7,998,000 as of December 31, 1993 and $6,392,000 as of
December 31, 1992. The increase in 1993 was across all major
product lines. Substantially all of the backlog as of December 31,
1994 is scheduled for shipment in 1995.
Employees
As of December 31, 1994, approximately 438 employees were
employed by the operations comprising Arlon's engineered materials
and components.
Patents and Trademarks
The Corporation owns several registered trademarks under which
certain Arlon products are sold. The Corporation does not believe
that the loss of any or all of these trademarks would have a
material adverse effect on this segment.
REPLACEMENT PRODUCTS AND SERVICES (KASCO)
Description of Business
Replacement products and services are manufactured and
distributed by KASCO principally to retail food stores and meat,
poultry and fish processing plants throughout the United States,
Canada and Europe. Replacement band saw blades are also sold for
use in wood and metal industries. KASCO's French and Canadian
operations also distribute equipment to the supermarket and food
processing industries in their respective markets.
KASCO manufactures band saw blades for cutting and chopper
plates and knives for grinding meat in supermarkets and packing
plants, band saw blades used in frozen fish factories, small band
saw blades for cutting metal and wood, and large band saw blades
for lumber mills. KASCO distributes related supply products and
seasoning to food retailers and other customers.
KASCO also provides repair parts and service for a broad range
of supermarket equipment primarily in the meat and deli areas in
selected markets.
Replacement products and services are sold under a number of
brand names including KASCO in the U.S. and Canada, Atlantic
Service in the United Kingdom, and Bertram & Graf and Biro in
Europe.
Competition and Marketing
KASCO competes with several large and medium-sized national
and regional companies, as well as numerous small local companies.
The principal methods of competition are service, price and product
performance. The performance of meat band saw blades used in
cutting meat or other food items is balanced between minimizing
waste and maximizing the efficiency and productivity of the band
saw machine and operator or other cutting/processing equipment
being used. Significant investment in new grinding and other
manufacturing equipment was made in 1992 and 1993 to improve the
quality of KASCO's finished band saw blades.
Products and services are sold throughout the United States,
Canada and Europe by company sales and maintenance personnel who
make regularly scheduled calls on supermarkets, packers, butchers,
and processors. In the fourth quarter of 1994, the decision was
made to refocus the service center program back to several selected
market areas where KASCO can provide cost effective, value added
preventive maintenance and emergency service in confined
geographical markets. Eight service centers in North America were
closed. The service centers are designed to service both existing
and new customers in the supermarket industry in their respective
geographical areas with equipment maintenance and repair services
and with KASCO's high quality replacement band saw blades and
chopper plates and knives. A portion of replacement product sales
are also made through distributors.
Raw Materials and Purchased Supplies
High quality carbon steel is the principal raw material used
in the manufacture of band saw blades and is purchased from
multiple domestic and international suppliers. Tool steel is
utilized in manufacturing meat chopper plates and knives and is
purchased from qualified suppliers located in the United States,
Europe and Japan. Equipment, replacement parts and supplies are
purchased from a number of manufacturers and distributors, mostly
in the United States and Europe. In the Canadian and French
operations, certain specialty equipment and other items are
purchased and resold under exclusive distributorship agreements
with the equipment manufacturers. All of the raw materials and
purchased products utilized by this sector have been readily
available throughout this last year and it is anticipated that
adequate supplies will continue to be available throughout the
coming year.
Employees
As of December 31, 1994, approximately 433 persons were
employed in the replacement products and services segment.
Patents and Trademarks
The Corporation has a number of United States and foreign
mechanical patents related to several of the products manufactured
and sold by KASCO, as well as a number of design patents and
registered trademarks. The Corporation does not believe, however,
that the loss of any or all of those patents would have a material
adverse effect on this segment.
d. Foreign Operations
The Corporation has foreign operations located in Canada, the
United Kingdom, France, Germany and Belgium. Information on the
Corporation's operations by geographical area for the last three
fiscal years is set forth in Note 10 to the Consolidated Financial
Statements on page 19 of Bairnco's 1994 Annual Report to
Stockholders which is incorporated herein by reference.
In addition, export sales from the Corporation's U.S. based
operations for the years ended December 31, 1994, 1993 and 1992
were $21,093,000, $17,835,000 and $16,546,000, respectively.
Export sales to any particular country or geographic area accounted
for no more than 10% of consolidated sales during any of these
years.
Item 2. PROPERTIES
The following chart lists for the Corporation as a whole, and
by each of its segments, the principal locations of the
Corporation's facilities (excluding approximately 207,500 square
feet of leased space related to discontinued operations discussed
in Note 3 on page 16 of Bairnco's 1994 Annual Report to
Stockholders which is incorporated herein by reference) and
indicates whether the property is owned or leased and if leased,
the lease expiration date.
LEASED OR OWNED
LOCATION SQUARE FEET (LEASE EXPIRATION)
CORPORATION TOTAL 758,750
Headquarters
Maitland, FL 7,700 Leased(Expires 1995)
Replacement Products and Services (KASCO)
Calgary, Alberta, Canada 6,600 Leased(Expires 1998)
City of Industry, CA 15,000 Leased(Expires 1995)
Edmonton, Alberta, Canada 2,400 Leased(Expires 1996)
Gwent, Wales, U.K. 25,000 Leased(Expires 2005)
Lyon, France 11,000 Leased(Expires 1999)
Montreal, Quebec, Canada 9,300 Leased(Expires 1998)
Pansdorf, Germany 22,000 Owned
Paris, France 12,000 Leased(Expires 1996)
Rennes, France 4,000 Leased(Expires 1995)
Quebec City, Quebec, Canada 2,500 Leased(Expires 1997)
Scarborough, Ontario, Canada 32,000 Owned
St. Louis, MO 75,000 Owned
St. Louis, MO 50,000 Leased(Expires 1995)
Vancouver, B.C., Canada 10,000 Leased(Expires 1996)
Vancouver, B.C., Canada 4,250 Leased(Expires 1995)
Winnipeg, Manitoba, Canada 5,000 Leased(Expires 1997)
Field Warehouses
(Approximately 70 locations
in North America) 55,000 Leased
Engineered Materials and Components (Arlon)
Bear, DE 133,000 Owned
East Providence, RI 68,000 Owned
Merksem, Belgium 5,000 Leased(Expires 2002)
Rancho Cucamonga, CA 80,000 Owned
Santa Ana, CA 124,000 Leased(Expires 2003)
Item 3. LEGAL PROCEEDINGS
Since its announcement in January 1990 of its intentions to
spin off Keene, Bairnco has been named as a defendant in a number
of individual personal injury and wrongful death cases in which it
is alleged that Bairnco is derivatively liable for the asbestos-
related claims against Keene. In 1993 Bairnco and certain of its
present and former officers and directors were also named as
defendants in two purported class actions in which the same types
of claims were made. Both of these purported class actions, which
have been consolidated in the United States District Court for the
Southern District of New York, have been stayed by order of the
Bankruptcy Court for the Southern District of New York, as
described in the following paragraph.
On December 6, 1993, Keene filed for protection under Chapter
11 of the Bankruptcy Code. The filing and certain subsequent
proceedings led to a stay of the asbestos-related individual and
class actions referred to above. In an order entered on March 11,
1994, the Bankruptcy Court overseeing the reorganization of Keene
entered an order appointing an examiner (the "Examiner") to
evaluate and report to the Court whether there are any viable
claims arising out of the transfer of assets for value by Keene to
other subsidiaries of Bairnco or the spinoffs of certain
subsidiaries, including Keene, by Bairnco. Bairnco provided
evidence and other information to the Examiner. The Examiner's
preliminary report was released on October 3, 1994. Since that
time, the Court has held a number of hearings at which the
preliminary report has been discussed. The Court has not ruled on
whether the potential claims discussed in the report should be
prosecuted, and if so by whom or under what circumstances.
Management believes that Bairnco has meritorious defenses to
all claims or liability purportedly derived from Keene and that it
is not liable, as an alter ego, successor, fraudulent transferee or
otherwise, for the asbestos-related claims against Keene or with
respect to Keene products.
Bairnco is party to an action in the United States Bankruptcy
Court for the Southern District of New York brought by its former
subsidiary Keene Corporation, which presently is in Chapter 11, to
determine which of the two companies is entitled to receive the
benefit of tax refunds attributable to the carryback by Keene of
certain net operating losses. (After filing this action, Keene
ceded control of the action to the official committee of unsecured
creditors that previously was formed in the Chapter 11 proceeding.)
Pending resolution of the dispute by the Bankruptcy Court, any
refunds actually received are to be placed in escrow. Keene
alleges that the refunds in question could total approximately $30
million. There can be no assurance whatsoever that refunds in such
amount will be payable or that resolution of the dispute with Keene
will result in the release of any portion of the refunds to
Bairnco.
Bairnco Corporation and its subsidiaries are defendants in a
number of other actions. Management of Bairnco believes that the
disposition of these other actions, as well as the actions and
proceedings described above, will not have a material adverse
effect on the consolidated results of operations or the financial
position of Bairnco Corporation and its subsidiaries as of December
31, 1994.
Item 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders during
the fourth quarter of 1994.
EXECUTIVE OFFICERS OF THE REGISTRANT
Effective January 16, 1995, Duncan J. del Toro resigned as
President of Bairnco Corporation. It is the Corporation's intent
not to fill this position in the near future.
The information required with respect to executive officers of
the Corporation is as follows:
Name and Age of Data Pertaining to
Executive Officers Executive Officers
Luke E. Fichthorn III (53) Mr. Fichthorn has served as
Chairman of Bairnco since May
1990, and on December 18,
1991, became Chief Executive
Officer of Bairnco. For over
nineteen years, Mr. Fichthorn
has been a private investment
banker and partner of Twain
Associates, a private
investment banking and
consulting firm. Mr.
Fichthorn served as a director
of Keene Corporation, a former
subsidiary of Bairnco
Corporation from August, 1969
until May, 1981, and became a
director of Bairnco in
January, 1981. Mr. Fichthorn
is also a director of Florida
Rock Industries, Inc. and FRP
Properties, Inc., neither of
which is affiliated with
Bairnco.
J. Robert Wilkinson (60) Mr. Wilkinson was elected Vice
President - Finance and
Treasurer in March 1990. From
September 1986 to September
1989, Mr. Wilkinson was
Bairnco's Vice President -
Controller. From October 1989
to March 1990 he was Executive
Vice President of Shielding
Systems Corporation, a wholly-
owned subsidiary of Bairnco.
Prior to joining Bairnco, Mr.
Wilkinson served as Vice
President and Controller of
Transway International
Corporation from November 1981
to June 1986.
Name and Age of Data Pertaining to
Executive Officers Executive Officers
Barry M. Steinhart (42) Mr. Steinhart was elected Vice
President - Administration and
Secretary in March 1990. From
June of 1983 through July
1986, Mr. Steinhart served as
Division Personnel Manager and
Manager of Human Resources of
Lightolier, a wholly-owned
subsidiary of the Genlyte
Group which was a wholly-owned
subsidiary of Bairnco until
August 1988. From August 1986
through December 1988, Mr.
Steinhart served as Director
of Human Resources for Keene
Corporation, which was a
wholly-owned subsidiary of
Bairnco Corporation until
August, 1990. From January
1989 to February 1990, Mr.
Steinhart served as Bairnco's
Director of Human Resources.
Elmer G. Pruim III (32) Mr. Pruim was appointed
Controller of Bairnco
Corporation in August, 1994.
Mr. Pruim was previously an
Audit Manager with Arthur
Andersen LLP.
PART II
Item 5. MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
a. & c. Data regarding market prices of Bairnco's common
stock is included in the "Quarterly Results of Operations" on page
11 of Bairnco's 1994 Annual Report to Stockholders which is
incorporated herein by reference. Bairnco's common stock is traded
on the New York Stock Exchange under the symbol BZ. Data on
dividends paid is included in the Consolidated Statements of Income
on page 12 of Bairnco's 1994 Annual Report to Stockholders which is
incorporated herein by reference. The quarterly cash dividend
remained constant at $0.05 per share during 1994. The Board
continues to review the dividend on a quarterly basis. Data on the
limitations of Bairnco's ability to pay dividends is included in
Note 7 to the Consolidated Financial Statements on page 18 of
Bairnco's 1994 Annual Report to Stockholders which is incorporated
herein by reference.
b. The approximate number of common equity security holders
is as follows:
Approximate Number
of Holders of Record
Title of Stock as of December 31, 1994
Common Stock, Par Value $.01 per share 2,198
Item 6. SELECTED FINANCIAL DATA
Reference is made to "Financial History" on page 9 of Bairnco's
1994 Annual Report to Stockholders, which is incorporated herein by
reference.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Reference is made to the "Management's Discussion and Analysis"
on pages 10 and 11 of Bairnco's 1994 Annual Report to Stockholders
which is incorporated herein by reference.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to the Consolidated Financial Statements and
accompanying Notes included on pages 12 through 20 and the
"Quarterly Results of Operations" on page 11 of Bairnco's 1994
Annual Report to Stockholders which is incorporated herein by
reference. Financial Statement Schedules are included in Part IV
of this filing.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required with respect to directors of Bairnco
is included in the Proxy Statement for the 1995 Annual Meeting of
Stockholders of Bairnco, which has been filed with the Securities
and Exchange Commission and is incorporated herein by reference.
See the information regarding executive officers of the
Corporation which begins on page 13 of this Annual Report on Form
10-K.
Item 11. EXECUTIVE COMPENSATION
The information required by Item 11 is included in the Proxy
Statement for the 1995 Annual Meeting of Stockholders of Bairnco,
which has been filed with the Securities and Exchange Commission
and is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information required by Item 12 is included in the Proxy
Statement for the 1995 Annual Meeting of Stockholders of Bairnco,
which has been filed with the Securities and Exchange Commission
and is incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 is included in the Proxy
Statement for the 1995 Annual Meeting of Stockholders of Bairnco,
which has been filed with the Securities and Exchange Commission
and is incorporated herein by reference.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
a) 1. Financial Statements
Included in the 1994 Annual Report to Stockholders which is
included as Exhibit 13 to this Annual Report on Form 10-K:
- Report of Independent Certified Public Accountants;
- Consolidated Statements of Income for the years ended
December 31, 1994, 1993 and 1992;
- Consolidated Balance Sheets as of December 31, 1994
and 1993;
- Consolidated Statements of Cash Flows for the years
ended December 31, 1994, 1993 and 1992;
- Consolidated Statements of Stockholders' Investment for
the years ended December 31, 1994, 1993 and 1992;
- Notes to Consolidated Financial Statements.
2. Financial Statement Schedules
Included in Part IV of this Annual Report on Form 10-K:
- Report of Independent Certified Public Accountants on
Financial Statement Schedules on page 21 of this
Annual Report on Form 10-K;
- Financial Statement Schedules for the years ended
December 31, 1994, 1993 and 1992:
Schedule II - Valuation and Qualifying Accounts on
page 22 of this Annual Report on Form 10-K;
All other schedules and notes specified under Regulation
S-K are omitted because they are either not applicable, not
required or the information called for therein appears in
the Consolidated Financial Statements or Notes thereto.
3. See Index to Exhibits on pages 24 through 28 of this
Annual Report on Form 10-K.
b) Reports on Form 8-K - None for fiscal year 1994.
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.
BAIRNCO CORPORATION
(Registrant)
Date: March 22, 1995 By: /s/ J. Robert Wilkinson
J. Robert Wilkinson
Vice President-Finance and
Treasurer
(Principal Financial Officer)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, this Report has been executed below by the following persons
on behalf of the Registrant and in the capacities and on the date
indicated above.
/s/ Luke E. Fichthorn III
Luke E. Fichthorn III - Chairman and CEO
/s/ Richard A. Shantz
Richard A. Shantz - Director
/s/ Charles T. Foley
Charles T. Foley - Director
/s/ William F. Yelverton
William F. Yelverton - Director
/s/ J. Robert Wilkinson
J. Robert Wilkinson - Vice President-Finance
and Treasurer
(Principal Financial Officer)
/s/ Elmer G. Pruim III
Elmer G. Pruim III - Controller
(Principal Accounting Officer)
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULES
TO BAIRNCO CORPORATION:
We have audited in accordance with generally accepted auditing
standards, the consolidated financial statements included in
Bairnco Corporation's Annual Report to Stockholders incorporated by
reference in this Form 10-K, and have issued our report thereon
dated January 27, 1995. Our audits were made for the purpose of
forming an opinion on those statements taken as a whole. The
schedules listed in Item 14(a) 2 are the responsibility of the
company's management and are presented for purposes of complying
with the Securities and Exchange Commission's rules and are not
part of the basic consolidated financial statements. These
schedules have been subjected to the auditing procedures applied
in the audits of the basic consolidated financial statements and,
in our opinion, fairly state in all material respects the financial
data required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.
Orlando, Florida
January 27, 1995
Arthur Andersen LLP
BAIRNCO CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
Balance
Year Ended Beginning Deductions Balance
December 31, of Year Expenses <F1> End of Year
1994 - Reserve for
Doubtful Accounts $ 844,000 $430,000 $(177,000) $1,097,000
1993 - Reserve for
Doubtful Accounts $ 798,000 $356,000 $(310,000) $ 844,000
1992 - Reserve for
Doubtful Accounts $1,039,000 $284,000 $(525,000) $ 798,000
<FN>
<F1> Actual charges incurred in connection with the purpose for
which the reserves were established.
</FN>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
Commission File No.: 1-8120
BAIRNCO CORPORATION
(Exact name of registrant as specified in the charter)
INDEX TO EXHIBITS
a. Certificate of Incorporation, as amended through September 24, 1991.
Incorporated herein by reference to Exhibit 3 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1991.
b. By Laws, as amended through December 18, 1991.
Incorporated herein by reference to Exhibit 3 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1991.
c. Amended and Restated Credit Agreement, dated as of December 17, 1992,
among Bairnco Corporation and certain of its subsidiaries, as
guarantors, and certain Commercial Lending Institutions and
Continental Bank N.A., as the Agent for Lenders.
Incorporated herein by reference to Exhibit 3.1 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1992.
d. Promissory note, dated December 17, 1992, between Bairnco Corporation
and Continental Bank N.A..
Incorporated herein by reference to Exhibit 3.2 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1992.
e. Amendment dated as of March 16, 1994 to Amended and Restated Credit
Agreement dated as of December 17, 1992, by and among Bairnco
Corporation and certain of its subsidiaries and certain Commercial
Lending Institutions and Continental Bank N.A., as the Agent for
Lenders.
Incorporated herein by reference to Exhibit 3 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1993.
f. Promissory note, dated as of September 1, 1989, between Arlon, Inc.
and the Delaware Economic Development Authority.
Incorporated herein by reference to Exhibit 4 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1989.
g. Indenture of Trust, series 1989, dated as of September 1, 1989, between
the Delaware Economic Development Authority and Manufacturers and
Traders Trust Company, securing variable rate demand Industrial
Development Refunding Revenue Bonds (Arlon, Inc. Project), series 1989
of the Delaware Economic Development Authority.
Incorporated herein by reference to Exhibit 4 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1989.
h. Loan Agreement, dated as of September 1, 1989, between the Delaware
Economic Development Authority and Arlon, Inc..
Incorporated herein by reference to Exhibit 4 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1989.
i. Reimbursement Agreement dated as of September 1, 1989 by and among
Arlon, Inc., Bairnco Corporation and Continental Bank.
Incorporated herein by reference to Exhibit 4 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1989.
j. Agreement of the Company, dated March 30, 1987, to furnish a copy of
any instrument with respect to certain other long-term debt to the
Securities and Exchange Commission upon its request.
Incorporated herein by reference to Exhibit 4(e) to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1986.
k. Extension and Modification of Lease Agreement between Max Rothenberg
and Michael L. Friedman and Shielding Systems Corporation.
Incorporated herein by reference to Exhibit 10.1 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1992.
l. Lease dated December 31, 1991 between Reybold Homes, Inc. and Arlon,
Inc..
Incorporated herein by reference to Exhibit 10.2 to Bairnco's Annual
Report on form 10-K for fiscal year ended December 31, 1992.
m. Lease dated December 10, 1991 between Mattei Corporation and Bairnco
Corporation.
Incorporated herein by reference to Exhibit 10 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1991.
n. Lease dated February 18, 1991 between Pensionfund Realty Limited and
KASCO Food Equipment Sales and Service Division of Atlantic Service
Co., Ltd..
Incorporated herein by reference to Exhibit 10 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1991.
o. Lease dated February 8, 1990 between Leggett and Platt, Inc. and KASCO
Corporation.
Incorporated herein by reference to Exhibit 10 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1991.
p. Lease dated February 5, 1990 between Fernwood Developments Ltd. and
KASCO Atlantic Service Company, Ltd..
Incorporated herein by reference to Exhibit 10 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1991.
q. Agreements, each dated November 8, 1965, between Max Rothenberg and
Michael L. Friedman and Shielding Systems Corporation as successor to
Keene Corporation and amendment thereto, dated January 20, 1970.
Incorporated herein by reference to Exhibit 10 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1989.
r. Lease, dated October 7, 1986, between Sinnott Investments Ltd. and
KASCO Corporation as successor to Atlantic Service Co., Ltd..
Incorporated herein by reference to Exhibit 10 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1986.
s. Lease, dated July 1, 1985, between Succession V H Fortin and KASCO
Corporation as successor to Atlantic Service Co., Ltd..
Incorporated herein by reference to Exhibit 10 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1986.
t. Lease, dated May 1, 1985, between John B. Merrill, Joseph S. Weedon
and Richard A. Westberg and KASCO Corporation as successor to Atlantic
Service, Inc..
Incorporated herein by reference to Exhibit 10 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1986.
u. Industrial Real Estate Lease, dated March 28, 1984, between Gerry
Strauss, as trustee and Michael L. Strauss and Trenmark Division of
Arlon, Inc. as successor to Keene Corporation.
Incorporated herein by reference to Exhibit 10 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1984.
v. Standard Industrial Lease dated June 30, 1983 between James E. and
Nancy S. Welsh, trustees under Welsh Family Trust, dated April 20,
1979 and Arlon, Inc. as successor to Keene Corporation.
Incorporated herein by reference to Exhibit 10 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1983.
w. Bairnco Corporation 401(k) Savings Plan and Trust.
Incorporated herein by reference to Exhibit 4.3 to Bairnco's
Registration Statement on Form S-8, No. 33-41313.
x. Bairnco Corporation 1990 Stock Incentive Plan.
Incorporated herein by reference to Exhibit 4.3 to Bairnco's
Registration Statement on Form S-8, No. 33-36330.
y. Bairnco Corporation Management Incentive Compensation Plan.
Incorporated herein by reference to Exhibit 10 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1981.
z. Employment Agreement dated January 22, 1990, between Bairnco
Corporation and Luke E. Fichthorn III.
Incorporated herein by reference to Exhibit 10 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1989.
aa. Calculation of Primary and Fully Diluted Earnings per Share for the
years ended December 31, 1994, 1993 and 1992.
Exhibit 11 filed herewith.
ab. 1994 Annual Report to Stockholders.
Exhibit 13 filed herewith.
ac. Subsidiaries of the Registrant.
Exhibit 21 filed herewith.
ad. Consent of Independent Certified Public Accountants.
Exhibit 23 filed herewith.
ae. Financial Data Schedules.
Exhibit 27 filed herewith (electronic filing only).
af. Form 11-K Re: Bairnco Corporation 401(k) Savings Plan and Trust for
the fiscal year ended December 31, 1994.
Exhibit 99 filed herewith.