SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------------------------------
FORM 10-K
(mark one)
[ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended April 4, 1998
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file number 0-18095
THE RANDERS GROUP INCORPORATED
(Exact name of Registrant as specified in its charter)
Delaware 38-2788025
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
570 Seminole Road
Norton Shores, Michigan 49444
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 622-1000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, $.0001 par value American Stock Exchange
Emerging Company Marketplace
Securities registered pursuant to Section 12(g) of the Act: None
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 the filing requirements for
at least 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 the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference into Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by nonaffiliates of the
Registrant as of May 29, 1998, was approximately $3,158,000.
As of May 29, 1998, the Registrant had 14,115,682 actual shares and 127,146,733
pro forma shares of Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Shareholders for the year ended
April 4, 1998, are incorporated by reference into Parts I and II.
Portions of the Registrant's definitive Proxy Statement for the Annual Meeting
of Shareholders to be held on September 15, 1998, are incorporated by reference
into Part III.
PART I
Item 1. Business
(a) General Development of Business
The Randers Group Incorporated (Randers) provides comprehensive engineering
and outsourcing services in such areas as water and wastewater treatment,
highway and bridge projects, process engineering, construction management, and
operational services.
In May 1997, Thermo TerraTech Inc. purchased a controlling interest in
Randers. Subsequently, Thermo TerraTech entered into a definitive agreement to
transfer The Killam Group Inc. to Randers in exchange for additional shares of
Randers' common stock. As a result of these transactions, The Killam Group is
deemed to be the "accounting acquiror," and historical results for Randers have
been restated to solely reflect the financial information of The Killam Group
for periods prior to May 12, 1997, and to reflect the combined results of The
Killam Group and Randers (collectively, the Company or the Registrant) from May
12, 1997, the date on which Thermo TerraTech became the majority owner of
Randers. See Note 2 of Notes to Consolidated Financial Statements.
The Company's Killam Associates, Inc. subsidiary provides environmental
consulting and engineering services and specializes in wastewater treatment and
water resources management. The Company's BACKillam subsidiary provides both
private- and public-sector clients with a range of consulting services that
address transportation planning and design. The Company's Randers subsidiary
provides design engineering, project management, and construction services for
industrial clients in the manufacturing, pharmaceutical, and chemical-processing
industries. In November 1996, Thermo TerraTech acquired Carlan Consulting Group,
Inc. a provider of transportation and environmental consulting and professional
engineering and architectural services, and subsequently transferred it to the
Company.
The Company was originally organized as a partnership in January 1974, and
was incorporated in January 1976. Following the completion of the transactions
described above, Thermo TerraTech will own 120,551,051 shares of the common
stock of the Company, representing 95% of such stock outstanding. A publicly
traded subsidiary of Thermo Electron Corporation, Thermo TerraTech provides
industrial outsourcing services and manufacturing support encompassing a broad
range of specializations, including infrastructure engineering, design and
construction, environmental compliance, laboratory-testing and metal treating.
As of April 4, 1998, Thermo Electron owned 1,255,000 shares of the
Company's common stock, representing 1.0% of the Company's stock outstanding
following the completion of the transactions described above. Thermo Electron is
a world leader in environmental-monitoring and analysis instruments, papermaking
and recycling equipment, biomedical products such as heart-assist devices and
mammography systems, biomass electric power generation, and other specialized
products and technologies. Thermo Electron also provides a range of services
related to environmental quality and personal care.
2
Forward-looking Statements
Forward-looking statements, within the meaning of Section 21E of the
Securities Exchange Act of 1934, are made throughout this Annual Report on Form
10-K. For this purpose, any statements contained herein that are not statements
of historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, the words "believes," "anticipates," "plans," "expects,"
"seeks," "estimates," and similar expressions are intended to identify
forward-looking statements. There are a number of important factors that could
cause the results of the Company to differ materially from those indicated by
such forward-looking statements, including those detailed under the heading
"Forward-looking Statements" in the Registrant's Fiscal 1998 Annual Report to
Shareholders, which statements are incorporated herein by reference.
(b) Financial Information About Industry Segments
The Company conducts business in one segment: environmental services. The
Company provides comprehensive engineering and outsourcing services in such
areas as water and wastewater treatment, highway and bridge projects, process
engineering, construction management, inspection, and operational services.
(c) Description of Business
(i) Principal Services and Products
The Company provides comprehensive environmental consulting and
professional engineering services to private- and public-sector clients. These
services include the design and resident observation of water supply and
wastewater treatment facilities; investigations of different methods to clean up
hazardous-waste sites; assistance in obtaining government permits;
transportation-related and similar types of infrastructure engineering, survey,
and land-use planning; and support services including mechanical, electrical,
and structural engineering. In addition, the Company provides natural resource
management services including environmental-impact studies.
Through its Killam Associates subsidiary, the Company specializes in the
design, planning, and construction observation of municipal and privately owned
water-treatment plants, waste treatment plants, and hazardous-wastewater
facilities. The Company provides full-service contract operations to plant
owners in the public and private sectors. These services facilitate regulatory
compliance; optimize day-to-day plant operations; reduce costs; provide
competent, experienced personnel; and promote good community relations.
Through its BACKillam subsidiary, the Company provides a broad range of
bridge and highway engineering services. Projects include bridge inspection,
rating and rehabilitation; new bridge design; highway corridor planning studies
for new route alignment of major state highways; design of the reconstruction
and widening of existing major roads; and construction inspection on both
highway and bridge projects.
3
Results from May 1997, include the results of Randers, a provider of design
engineering, project management, and construction services for industrial
clients in the manufacturing, pharmaceutical, and chemical-processing
industries, principally in Michigan, Ohio, Illinois, Massachusetts, and West
Virginia.
Through its Carlan subsidiary, the Company provides transportation and
environmental consulting and professional engineering and architectural
services.
A substantial portion of the Company's sales are made to existing customers
on a repeat basis. The Company's services are often performed as multi-year
studies. In addition to federal, state, and local governments, customers include
public utilities, waste management companies, oil refineries, mining companies,
chemical manufacturers, architectural and engineering firms, and a variety of
service companies involved with real estate transactions.
(ii) New Products
The Company has made no commitments to new products that would require the
investment of a material amount of the Company's assets.
(iii) Raw Materials
Since the Company's business is service oriented, it does not involve the
processing of raw materials and is not dependent on fluctuations in the supply
or price of raw materials. To date, the Company has not experienced any
difficulty in obtaining any of the materials or components used in its
operations and does not foresee any such difficulty in the future. The Company
has multiple sources for all of its significant raw material needs.
(iv) Patents, Licenses and Trademarks
The Company does not own or license any patents, trademarks, licenses,
franchises or concessions which are material to the Company's business. The
Company believes that its business depends primarily upon the technical and
marketing expertise of its personnel.
(v) Seasonal Influences
A majority of the Company's businesses experience seasonal fluctuations.
Site investigation work and certain environmental testing services may decline
in winter months as a result of severe weather conditions.
(vi) Working Capital Requirements
In general, there are no special inventory requirements or credit terms
extended to customers that would have a material adverse effect on the Company's
working capital.
4
(vii) Dependency on a Single Customer
No single customer accounted for more than 10% of the Company's total
revenues in any of the past three years.
(viii) Backlog
The Company's backlog of firm orders was $53,669,000 and $49,397,000 as of
April 4, 1998, and March 29, 1997, respectively. Included in the Company's
backlog at fiscal year-end 1998 and 1997 is the incomplete portion of contracts
that are accounted for using the percentage-of-completion method. Certain of
these contracts are subject to cancellation by the customer upon payment of a
cancellation charge. Of the fiscal 1998 backlog amount, substantially all orders
are expected to be filled within fiscal 1999.
(ix) Government Contracts
Not applicable.
(x) Competition
The Company's businesses are engaged in highly competitive markets in all
of its service areas. These markets tend to be regional. In its geographic
service area, competition consists of small, one- to three-person firms offering
a limited scope of services, as well as much larger firms that may be regional,
national, or international in the scope of services they offer. The principal
competitive factors for the Company are: reputation; experience; price; breadth
and quality of services offered; and technical, managerial, and business
proficiency.
(xi) Environmental Protection Regulations
The Company believes that compliance by the Company with federal, state,
and local environmental protection regulations will not have a material adverse
effect on its capital expenditures, earnings, or competitive position.
(xii) Number of Employees
As of April 4, 1998, the Company employed 711 people. None of the Company's
employees is represented by a union. The Company believes that relations with
its employees are good.
(d) Financial Information About Exports by Domestic Operations and About
Foreign Operations
The Company's does not engage in export operations and has no foreign
operations.
5
(e) Executive Officers of the Registrant
Present Title (Fiscal Year First Became
Name Age Executive Officer)
-------------------------------------------------------------------------
Emil C. Herkert 60 President and Chief Executive Officer
(1997)
Nicholas M. DeNichilo 46 Vice President (1997)
Thomas R. Eurich 52 Vice President (1976)
John N. Hatsopoulos 63 Chief Financial Officer and Senior Vice
President (1997)
Paul F. Kelleher 55 Chief Accounting Officer (1997)
Each executive officer serves until his successor is chosen or appointed
by the Board of Directors and qualified or until earlier resignation, death,
or removal. Mr. Herkert was appointed Chief Executive Officer of the Company
in May 1997 and President in November 1997. Prior thereto, Mr. Herkert had
served as President of Killam Associates since 1977. Mr. Herkert has also
served as a Vice President of Thermo TerraTech since 1996. Mr. DeNichilo was
appointed Vice President in 1997. Prior to that time he served as a Vice
President of Killam Associates since 1985. Mr. Eurich served as President of
Randers from 1976 until the date of its agreement to acquire The Killam
Group in 1997, at which time Mr. Eurich was appointed Vice President of the
Company. Messrs. Hatsopoulos and Kelleher have held comparable positions for
at least five years with Thermo TerraTech and Thermo Electron. Messrs.
Hatsopoulos and Kelleher are full-time employees of Thermo Electron, but
devote such time to the affairs of the Company as the Company's needs
reasonably require.
Item 2. Properties
The location and general character of the Company's principal properties as
of April 4, 1998, are as follows:
The Company owns approximately 86,000 square feet of office and engineering
space, principally in New Jersey and Michigan, of which 16,000 square feet is
used as rental property. As of April 4, 1998, the Company had an aggregate $2.1
million under two mortgage loans that are secured by 53,000 square feet of
property in Michigan and New Jersey with a total net book value of $3.1 million.
In addition, the Company leases approximately 120,000 square feet of office and
engineering space pursuant to leases expiring in fiscal 1999 through 2004,
principally in Pennsylvania, New Jersey, and Florida.
The Company believes that these facilities are in good condition and are
adequate for its present operations and that other suitable space is readily
available if any of such leases are not extended.
Item 3. Legal Proceedings
Not applicable.
Item 4. Submission of Matters to a Vote of the Security Holders
Not applicable.
6
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
Information concerning the market and market price for the Registrant's
common stock, $.0001 par value, and dividend policy is included under the
sections labeled "Common Stock Market Information" and "Dividend Policy" in the
Registrant's 1998 Annual Report to Shareholders and is incorporated herein by
reference.
Item 6. Selected Financial Data
The information required under this item is included under the sections
"Selected Financial Information" and "Dividend Policy" in the Registrant's 1998
Annual Report to Shareholders and is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The information required under this item is included under the heading
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Registrant's 1998 Annual Report to Shareholders and is
incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The Registrant's Consolidated Financial Statements as of April 4, 1998, and
Supplementary Data are included in the Registrant's 1998 Annual Report to
Shareholders and are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not applicable.
7
PART III
Item 10. Directors and Executive Officers of the Registrant
The information concerning directors required under this item is
incorporated herein by reference from the material contained under the caption
"Election of Directors" in the Registrant's definitive proxy statement to be
filed with the Securities and Exchange Commission pursuant to Regulation 14A,
not later than 120 days after the close of the fiscal year. The information
concerning delinquent filers pursuant to Item 405 of Regulation S-K is
incorporated herein by reference from the material contained under the heading
"Section 16(a) Beneficial Ownership Reporting Compliance" under the caption
"Stock Ownership" in the Registrant's definitive proxy statement to be filed
with the Securities and Exchange Commission pursuant to Regulation 14A, not
later than 120 days after the close of the fiscal year.
Item 11. Executive Compensation
The information required under this item is incorporated herein by
reference from the material contained under the caption "Executive Compensation"
in the Registrant's definitive proxy statement to be filed with the Securities
and Exchange Commission pursuant to Regulation 14A, not later than 120 days
after the close of the fiscal year.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required under this item is incorporated herein by
reference from the material contained under the caption "Stock Ownership" in the
Registrant's definitive proxy statement to be filed with the Securities and
Exchange Commission pursuant to Regulation 14A, not later than 120 days after
the close of the fiscal year.
Item 13. Certain Relationships and Related Transactions
The information required under this item is incorporated herein by
reference from the material contained under the caption "Relationship with
Affiliates" in the Registrant's definitive proxy statement to be filed with the
Securities and Exchange Commission pursuant to Regulation 14A, not later than
120 days after the close of the fiscal year.
8
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a,d) Financial Statements and Schedules
(1) The consolidated financial statements set forth in the list below
are filed as part of this Report.
(2) The consolidated financial statement schedule set forth in the
list below is filed as part of this Report.
(3) Exhibits filed herewith or incorporated herein by reference are
set forth in Item 14(c) below.
List of Financial Statements and Schedules Referenced in this Item
14
Information incorporated by reference from Exhibit 13 filed herewith:
Consolidated Statement of Income
Consolidated Balance Sheet
Consolidated Statement of Cash Flows
Consolidated Statement of Shareholders' Investment
Notes to Consolidated Financial Statements
Report of Independent Public Accountants
Certain Financial Statement Schedule filed herewith:
Schedule II: Valuation and Qualifying Accounts
All other schedules are omitted because they are not applicable or not
required, or because the required information is shown either in the
financial statements or in the notes thereto.
(b) Reports on Form 8-K
None.
(c) Exhibits
See Exhibit Index on the page immediately preceding exhibits.
9
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 by
the undersigned, thereunto duly authorized.
Date: June 12, 1998 THE RANDERS GROUP INC.
By: Emil C. Herkert
------------------
Emil C. Herkert
President and Chief Executive
Officer
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 indicated, as of June 12, 1998.
Signature Title
By: Emil C. Herkert President, Chief Executive Officer,
--------------------- and Director
Emil C. Herkert
By: John N. Hatsopoulos Chief Financial Officer, and Senior
--------------------- Vice President
John N. Hatsopoulos
By: Paul F. Kelleher Chief Accounting Officer
---------------------
Paul F. Kelleher
By: John P. Appleton Chairman of the Board and Director
---------------------
John P. Appleton
By: Thomas R. Eurich Director
---------------------
Thomas R. Eurich
By Susan F. Tierney Director
---------------------
Susan F. Tierney
By Polyvios C. Vintiadis Director
---------------------
Polyvios C. Vintiadis
10
Report of Independent Public Accountants
To the Shareholders and Board of Directors of The Randers Group Incorporated:
We have audited, in accordance with generally accepted auditing standards,
the consolidated financial statements included in The Randers Group's Annual
Report to Shareholders incorporated by reference in this Form 10-K, and have
issued our report thereon dated May 12, 1998. Our audits were made for the
purpose of forming an opinion on those statements taken as a whole. The schedule
listed in Item 14 on page 9 is the responsibility of the Company's management
and is presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic consolidated financial
statements. This schedule has been subjected to the auditing procedures applied
in the audits of the basic consolidated financial statements and, in our
opinion, fairly states in all material respects the consolidated financial data
required to be set forth therein in relation to the basic consolidated financial
statements taken as a whole.
Arthur Andersen LLP
Boston, Massachusetts
May 12, 1998
11
SCHEDULE II
THE RANDERS GROUP INCORPORATED
VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
Balance
at Provision Accounts Balance
Beginning Charged to Accounts Written at End
of Year Expense Recovered off Other(a) of Year
- --------------------------------------------------------------------------------
Allowance for
Doubtful
Accounts
Year Ended
Apr. 4, 1998 $706 $293 $ 4 $(352) $109 $760
Year Ended
Mar. 29, 1997 $576 $149 $ 30 $ (84) $ 35 $706
Year Ended
Mar. 30, 1996 $765 $208 $ 52 $(440) $ (9) $576
(a) Includes allowances of businesses transferred from parent company as
described in Note 2 to Consolidated Financial Statements in the
Registrant's Fiscal 1998 Annual Report to Shareholders.
12
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- --------------------------------------------------------------------------------
2.1 Stock Purchase Agreement between the Thermo Electron Corporation
and the Registrant dated March 13, 1991 (filed as an Exhibit to
Schedule 13D filed by Thermo Electron Corporation on March 22,
1991, and incorporated herein by reference).
2.2 Option granted by Richard A. McEnhill to the Registrant dated
March 8, 1991 (filed as an Exhibit to Amendment No. 1 to Schedule
13D filed by Thermo Electron Corporation on January 27, 1994, and
incorporated herein by reference).
2.3 Option Assignment Agreement between the Registrant and Thermo
Power Corporation dated as of January 19, 1994 (filed as an
Exhibit to Amendment No. 1 to Schedule 13D filed by Thermo
Electron Corporation on January 27, 1994, and incorporated herein
by reference).
2.4 Stock Purchase and Sale Agreement dated May 12, 1997, by and
between Thermo TerraTech Inc. and Thomas R. Eurich, Michael J.
Krivitzky, Thomas J. McEnhill, and Bruce M. Bourdon (filed as
Exhibit (iv) to Amendment No. 3 to Schedule 13D filed by Thermo
Electron Corporation and Thermo TerraTech Inc. on May 13, 1997,
and incorporated herein by reference).
2.5 Amendment No. 1 dated September 19, 1997, to Stock Purchase and
Sale Agreement dated May 12, 1997, by and between Thermo
TerraTech Inc. and Thomas R. Eurich, Michael J. Krivitzky,
Thomas J. McEnhill, and Bruce M. Bourdon.
2.6 Letter of Intent dated May 12, 1997, by and between Thermo
TerraTech Inc. and the Registrant (filed as Exhibit (v) to
Amendment No. 3 to Schedule 13D filed by Thermo Electron
Corporation and Thermo TerraTech Inc. on May 13, 1997, and
incorporated herein by reference).
2.7 Stock Purchase Agreement entered on September 19, 1997, by and
between Thermo TerraTech Inc. and the Registrant (filed as Exhibit
(vii) to Amendment No. 4 to Schedule 13D filed by Thermo Electron
Corporation and Thermo TerraTech Inc. on October 1, 1997, and
incorporated herein by reference).
2.8 Amendment No. 1 dated as of April 4, 1998, to Stock Purchase
Agreement entered on September 19, 1997, by and between Thermo
TerraTech Inc. and the Registrant.
2.9 Agreement by and among Thermo TerraTech Inc., the Registrant,
Thomas R. Eurich, Michael J. Krivitzky, Thomas J. McEnhill, Bruce
M. Bourdon, and David A. Wiegerink (filed as Exhibit 10 to the
Registrant's Current Report on Form 8-K dated September 19, 1997,
and filed with the Commission on October 3, 1997, and incorporated
herein by reference).
13
Exhibit
Number Description of Exhibit
- --------------------------------------------------------------------------------
3.1 Certificate of Incorporation (filed as Exhibit 3(a) to the
Registrant's Registration Statement on Form 10 and incorporated
herein by reference).
3.2 Certificate of Amendment to Certificate of Incorporation, dated
November 2, 1987 (filed as Exhibit 3(b) to the Registrant's
Registration Statement on Form 10 and incorporated herein by
reference).
3.3 Amended and Restated By-Laws (filed as Exhibit 3(a) to the
Registrant's Registration Statement on Form 10 and incorporated
herein by reference).
3.4 Amendment to Amended and Restated By-Laws, effective October 28,
1997.
10.1 Development Agreement dated December 1, 1988, between First
Venture Associates Limited Partnership and Redeco Incorporated
(filed as Exhibit 10(a) to the Registrant's Registration Statement
on Form 10 and incorporated herein by reference).
10.2 Addendum to Development Agreement between First Venture Associates
Limited Partnership and Redeco Incorporated (filed as Exhibit
10(b) to the Registrant's Annual Report on Form 10-KSB for the
year ended December 31, 1993, and incorporated herein by
reference).
10.3 The Randers Group Incorporated 1988 Stock Option Plan (filed as
Exhibit 10(m) to the Registrant's Registration Statement on Form
10 and incorporated herein by reference).
10.4 Indemnification Agreement, dated November 2, 1987, between The
Registrant and Thomas R. Eurich (filed as Exhibit 10(n) to the
Registrant's Registration Statement on Form 10 and incorporated
herein by reference).
10.5 The Randers Group Incorporated Flexible Compensation Plan (filed
as Exhibit 10(a) to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1991, and incorporated herein by
reference).
10.6 Thermo Electron Corporate Charter as amended and restated
effective January 3, 1993 (filed as Exhibit 10.1 to Thermo
Electron Corporation's Annual Report on Form 10-K for the fiscal
year ended January 2, 1993 [File No. 1-8002] and incorporated
herein by reference).
14
Exhibit
Number Description of Exhibit
- --------------------------------------------------------------------------------
10.7 Corporate Services Agreement dated November 19, 1997, between
Thermo Electron Corporation and the Registrant (filed as Exhibit
10.4 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended January 3, 1998, and incorporated herein by
reference).
10.8 Tax Allocation Agreement dated as of November 19, 1997, between
the Registrant and Thermo TerraTech Inc. (filed as Exhibit 10.3 to
the Registrant's Quarterly Report on Form 10-Q for the quarter
ended January 3, 1998, and incorporated herein by reference).
10.9 Master Repurchase Agreement dated as of November 19, 1997, between
the Registrant and Thermo Electron Corporation (filed as Exhibit
10.6 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended January 3, 1998, and incorporated herein by
reference).
10.10 Master Guarantee Reimbursement and Loan Agreement dated as of
February 26, 1998, between the Registrant and Thermo TerraTech
Inc.
10.11 Master Guarantee Reimbursement and Loan Agreement dated as of
February 26, 1998, between the Registrant and Thermo Electron
Corporation.
10.12 Equity Incentive Plan (filed as Exhibit 10.7 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended January 3,
1998, and incorporated herein by reference).
10.13 Deferred Compensation Plan for Directors (filed as Exhibit 10.8
to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended January 3, 1998, and incorporated herein by
reference).
10.14 Form of Indemnification Agreement for Directors and Officers Form
of Indemnification Agreement with Directors and Officers (filed as
Exhibit 10.9 to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended January 3, 1998, and incorporated herein by
reference).
10.15 Stock Holding Assistance Plan and Form of Loan thereunder.
15
Exhibit
Number Description of Exhibit
- --------------------------------------------------------------------------------
13 Annual Report to Shareholders for the year ended April 4, 1998
(only those portions incorporated herein by reference).
21 Subsidiaries of the Registrant.
27.1 Financial Data Schedule for the fiscal year ended April 4, 1998.
27.2 Financial Data Schedule for the fiscal year ended March 30, 1996.
27.3 Financial Data Schedule for the quarter ended June 29, 1996.
27.4 Financial Data Schedule for the quarter ended September 28, 1996.
27.5 Financial Data Schedule for the quarter ended December 28, 1996.
27.6 Financial Data Schedule for the fiscal year ended March 29, 1997.
27.7 Financial Data Schedule for the quarter ended June 28, 1997.
27.8 Financial Data Schedule for the quarter ended September 27, 1997.
27.9 Financial Data Schedule for the quarter ended January 3, 1998.
16