SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the second twelve week accounting period ended June 18, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number 1-6024
WOLVERINE WORLD WIDE, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 38-1185150
(State or Other Jurisdiction of Incorporation (I.R.S. Employer
or Organization) Identification No.)
9341 Courtland Drive, Rockford, Michigan 49351
(Address of Principal Executive Offices) (Zip Code)
(616) 866-5500
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No ___________
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of the latest practical date.
There were 11,246,614 shares of Common Stock, $1 par value,
outstanding as of July 18, 1994, of which 681,817 shares are held as
Treasury Stock.
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PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
WOLVERINE WORLD WIDE, INC. AND
SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Thousands of dollars)
June 18, Jan. 1, June 19,
1994 1994 1993
(Unaudited) (Audited) (Unaudited)
ASSETS
CURRENT ASSETS
Cash $ 2,215 $ 3,730 $ 1,520
Accounts receivable, less
allowances (June 18, 1994 -
$3,275; Jan. 1, 1994 - $3,411;
June 19, 1993 - $3,290) 61,948 62,362 50,054
Inventories:
Finished products 58,922 39,169 53,922
Raw materials and work
in process 30,936 31,387 31,807
89,858 70,556 85,729
Other current assets 12,374 12,864 19,339
TOTAL CURRENT ASSETS 166,395 149,512 156,642
PROPERTY, PLANT & EQUIPMENT
Gross assets 94,335 90,608 88,519
Allowances for depreciation (60,759) (58,985) (57,641)
33,576 31,623 30,878
OTHER ASSETS 27,140 24,581 26,130
TOTAL ASSETS $227,111 $205,716 $213,650
See notes to consolidated condensed financial statements.
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WOLVERINE WORLD WIDE, INC. AND
SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS - Continued
(Thousands of dollars)
June 18, Jan. 1, June 19,
1994 1994 1993
(Unaudited) (Audited) (Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable to banks $ 5,225 $ 1,948 $ 4,660
Accounts payable and other
accrued liabilities 38,358 31,626 33,309
Current maturities of long-term
debt 4,719 4,732 4,459
TOTAL CURRENT LIABILITIES 48,302 38,306 42,428
LONG-TERM DEBT (less current maturities) 50,644 44,913 59,654
OTHER NONCURRENT LIABILITIES 9,828 9,747 8,992
STOCKHOLDERS' EQUITY
Common Stock - par value $1, authorized
25,000,000 shares; shares issued
(including shares in treasury):
June 18, 1994 - 11,240,126 shares
Jan. 1, 1994 - 11,042,129 shares
June 19, 1993 - 10,944,688 shares 11,240 7,622 7,557
Additional paid-in-capital 24,561 26,469 25,501
Retained earnings 89,784 86,986 77,826
Accumulated translation adjustments 361 398 400
Cost of shares in treasury:
June 18, 1994 - 681,817 shares
Jan. 1, 1994 - 781,778 shares
June 19, 1993 - 781,282 shares (7,609) (8,725) (8,708)
TOTAL STOCKHOLDERS' EQUITY 118,337 112,750 102,576
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $227,111 $205,716 $213,650
See notes to consolidated condensed financial statements.
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WOLVERINE WORLD WIDE, INC. AND
SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS
OF OPERATIONS
(Thousands of dollars, except per share data)
(Unaudited)
12 Weeks Ended 24 Weeks Ended
June 18, June 19, June 18, June 19,
1994 1993 1994 1993
Net sales and other operating
income $81,353 $65,902 $149,890 $131,761
Cost of products sold 56,120 45,946 102,853 93,006
Gross profit 25,233 19,956 47,037 38,755
Selling and administrative expenses 20,281 17,138 39,291 33,880
Operating profit 4,952 2,818 7,746 4,875
Other expenses (income):
Interest expense 949 1,435 1,757 2,504
Interest income (121) (224) (196) (522)
Other - net 619 55 781 302
1,447 1,266 2,342 2,284
Earnings before income taxes 3,505 1,552 5,404 2,591
Income taxes 1,121 468 1,729 807
NET EARNINGS $ 2,384 $ 1,084 $ 3,675 $ 1,784
Earnings per share:
Primary $ .22 $ .11 $ .34 $ .18
Fully diluted $ .22 $ .11 $ .34 $ .18
Cash dividends per share $ .04 $ .04 $ .12 $ .12
Shares used for net earnings
per share computation:
Primary 10,923,290 10,121,139 10,868,079 10,083,884
Fully diluted 11,023,290 10,163,406 11,039,507 10,163,406
See notes to consolidated condensed financial statements.
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WOLVERINE WORLD WIDE, INC. AND
SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS
OF CASH FLOWS
(Thousands of dollars)
(Unaudited)
Twenty-Four Weeks Ended
June 18, June 19,
1994 1993
OPERATING ACTIVITIES
Net earnings $ 3,675 $ 1,784
Depreciation, amortization and other
non cash items 489 2,376
Changes in operating assets and liabilities:
Accounts receivable 414 1,456
Inventories (19,302) (21,465)
Other current assets 490 10,240
Accounts payable and other accrued
liabilities 6,732 3,096
CASH USED IN OPERATING ACTIVITIES (7,502) (2,513)
FINANCING ACTIVITIES
Proceeds from issuance of long-term debt 15,981 17,000
Payments of long-term debt (9,013) (1,309)
Payments of short-term borrowings (1,111) (11,717)
Proceeds from short-term borrowings 4,388 ---
Cash dividends (877) (538)
Proceeds from shares issued under employee
stock plans 1,576 1,153
CASH PROVIDED BY FINANCING ACTIVITIES 10,944 4,589
INVESTING ACTIVITIES
Additions to property, plant and equipment (3,727) (2,866)
Other (1,230) (65)
CASH USED IN INVESTING ACTIVITIES (4,957) (2,931)
DECREASE IN CASH (1,515) (855)
Cash at beginning of year 3,730 2,375
CASH AT END OF SECOND QUARTER $ 2,215 $ 1,520
( ) - Denotes reduction in cash.
See notes to consolidated condensed financial statements.
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WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
June 18, 1994
NOTE A - Basis of Presentation
The accompanying unaudited consolidated condensed financial statements have
been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q
and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring accruals) considered
necessary for fair presentation have been included. For further
information, refer to the consolidated financial statements and footnotes
included in the Company's annual report on Form 10-K for the fiscal year
ended January 1, 1994.
NOTE B - Fluctuations
The Company's sales are seasonal, particularly in its major product line,
Hush Puppies shoes, which has two major and two minor introductions of new
styles per year. Seasonal sales patterns and the fact that the fourth
quarter has sixteen or seventeen weeks as compared to twelve weeks in each
of the first three quarters cause significant differences in sales and
earnings from quarter to quarter. These differences, however, have
traditionally followed a consistent pattern each year.
NOTE C - Common Stock
On March 10, 1994, the Company announced a 3-for-2 stock split on shares
outstanding on March 21, 1994. All share and per share data have been
retroactively adjusted for the increased shares resulting from the stock
split.
NOTE D - Earnings Per Share
Primary earnings per share are computed based on the weighted average
shares of common stock outstanding during each period assuming that the
stock split described in Note C had been completed at the beginning of the
earliest period presented. Common stock equivalents (stock options) are
included in the computation of primary earnings per share. Fully diluted
earnings per share are presented reflecting the assumed exercise of stock
options and conversion of subordinated notes into common stock.
-6-
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results Of Operations - Comparisons of Second Quarter 1994 to Second
Quarter 1993
Second quarter 1994 net sales of $81.4 million exceeded 1993 second quarter
net sales by $15.5 million (a 23.5% increase), and 1994 year-to-date sales of
$149.9 million compares to $131.8 million recorded for the comparable period of
1993. Wolverine Footwear Group's shipments continued to be strong and Hush
Puppies shipments significantly improved. These two divisions accounted for
the increase in sales in the second quarter.
Gross margins of 31.0% for the second quarter of 1994 represented a 0.7%
improvement over the same period of 1993. This result increased the 1994
year-to-date margin to 31.4%, which compares to a margin of 29.4% in 1993.
The gross margin improvement was principally the result of increased
manufacturing activity and efficiencies in substantially all divisions of the
Company.
Selling and administrative expenses of $20.3 million (24.9% of net sales)
in the second quarter of 1994 compares to $17.1 million (26.0% of net
sales) for the comparable period of 1993. Selling costs and advertising
expenses associated with the increased volume of the Wolverine Footwear Group
and Hush Puppies accounted for $1.7 million of the increase. Increased costs
in the Hush Puppies distribution system accounted for $0.4 million of the
increase. Year-to-date selling and administrative expenses of $39.3 million
(26.2% of net sales) is comparable to $33.9 million (25.7% of net sales) in
1993.
Interest expense for the second quarter of 1994 totaling $0.9 million
represents a $0.5 million decrease from the second quarter of 1993. Total
year-to-date interest expense of $1.8 million for 1994 compares to $2.5 million
for the respective period of 1993, a 28.0% decrease.
The effective income tax rates on earnings from continuing operations
increased in 1994 from 1993 levels in the second quarter (32.0% versus
30.2%) and on a year-to-date basis (32.0% versus 31.1%). The increases were
caused by a higher proportion of taxable income in 1994. These rates are below
the statutory rate of 34% reflecting the non-taxable net earnings of foreign
subsidiaries.
Net earnings of $2.4 million ($.22 per share) for the twelve weeks ended
June 18, 1994 compares favorably to earnings of $1.1 million ($.11 per
share) for the respective period of 1993. Year-to-date earnings of $3.7
million ($.34 per share) compare with earnings of $1.8 million ($.18 per
share) for the same period of 1993. Increased earnings are a result of the
items noted above.
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ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations - Continued
Financial Condition, Liquidity and Capital Resources
As of June 18, 1994, accounts receivable of $61.9 million and inventories
of $89.9 million reflect increases of $11.9 million and $4.1 million over
the respective balances on June 19, 1993. The increases are generally
related to sales increases and additional inventory required to meet future
demand in both wholesaling and manufacturing operations.
Other current assets totaling $12.4 million reflect a $0.5 million decrease
from January 1, 1994 and a $7.0 million decrease from June 19, 1993. The
decreases primarily reflect the change in deferred income taxes and
disposition of the assets related to discontinued operations in prior
years.
Total interest bearing debt of $60.6 million on June 18, 1994 compares to
$51.6 million and $68.8 million at January 1, 1994 and June 19, 1993,
respectively. The increase in debt since January 1, 1994 reflects the seasonal
working capital requirements of the Company. The cash flows from future
earnings and present credit facilities are expected to be sufficient to
meet the Company's normal operating requirements.
The Company has reached an agreement in principal to issue $30.0 million of
senior debt with an interest rate of 7.8% to replace $21.4 million of
existing 10.4% senior debt and to reduce balances outstanding under a
revolving credit facility. Additionally, the long-term revolving debt
scheduled to expire in June 1995 has been renegotiated to provide more
favorable terms and conditions and has been extended through June 1998.
The dividend declared of $.04 per share of common stock represents a 50%
increased payout over the prior year due to the stock split. The dividend
is payable August 1, 1994 to stockholders of record on July 1, 1994.
PART II. OTHER INFORMATION
ITEM 2. Changes in Securities.
On April 21, 1994, the Company held its 1994 Annual Meeting of Stockholders.
At the meeting, the stockholders voted to approve an amendment to the Company's
Certificate of Incorporation to increase the Company's authorized capital stock
from 15,000,000 shares of Common Stock, $1.00 par value per share ("Common
Stock"), to 25,000,000 shares of Common Stock.
All of the additional shares resulting from the increase in the Company's
authorized Common Stock are of the same class, with the same dividend, voting
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and liquidation rights, as the shares of Common Stock previously outstanding.
The Company's authorized capital also includes 2,000,000 shares of preferred
stock, none of which is currently outstanding.
The newly authorized shares are unreserved and available for issuance. No
further stockholder authorization is required prior to the issuance of such
shares by the Company. Stockholders have no preemptive rights to acquire
shares issued by the Company under its Certificate of Incorporation, and
stockholders did not acquire any such rights with respect to such additional
shares under the amendment to the Company's Certificate of Incorporation.
Under some circumstances, the issuance of additional shares of Common Stock
could dilute the voting rights, equity and earnings per share of existing
stockholders.
ITEM 4. Submission of Matters to a Vote of Security-Holders.
On April 21, 1994, the Company held its 1994 Annual Meeting of Stockholders.
The purposes of the meeting were: to elect two directors for three-year
terms expiring in 1997; to consider and approve an amendment to the Certificate
of Incorporation to increase the amount of authorized capital stock from
15,000,000 shares of Common Stock to 25,000,000 shares of Common Stock; to
consider and approve the 1994 Directors' Stock Option Plan; and to consider
and ratify the appointment of Ernst & Young as independent auditors for the
current fiscal year.
Two candidates nominated by management were elected by the stockholders to
serve as directors of the Company at the meeting. The following sets forth
the results of the voting with respect to each candidate:
Name of Candidate Shares Voted
Joseph A. Parini For 5,679,813
Authority Withheld 371,337
Broker Non-votes 0
Joan Parker For 5,680,335
Authority Withheld 370,815
Broker Non-votes 0
The stockholders voted to approve the amendment to the Certificate of
Incorporation to increase the amount of authorized capital stock. The
following sets forth the results of the voting with respect to this matter:
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Shares Voted
For 5,329,686
Against 637,123
Abstentions 84,341
Broker Non-votes 0
The stockholders voted to approve the 1994 Directors' Stock Option Plan.
The following sets forth the results of the voting with respect to this
matter:
Shares Voted
For 5,658,451
Against 367,583
Abstentions 25,116
Broker Non-votes 0
The stockholders voted to ratify the appointment of Ernst & Young by the
Board of Directors as independent auditors of the Company for the current
fiscal year. The following sets forth the results of the voting with respect
to this matter:
Shares Voted
For 6,020,691
Against 18,245
Abstentions 12,214
Broker Non-votes 0
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits. The following documents are filed as exhibits to this
report on Form 10-Q:
Exhibit
Number Document
4(a) The Articles of Incorporation.
4(b) Preferred Stock Purchase Rights. Previously filed as an
exhibit to Amendment No. 1 to the Company's Form 8-A filed
with the Securities and Exchange Commission on November 13,
1990. Here incorporated by reference.
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4(c) Credit Agreement dated as of March 11, 1993 with NBD Bank,
N.A. as Agent. Previously filed as an exhibit to the
Company's Annual Report on Form 10-K for the fiscal year
ended January 2, 1993. Here incorporated by reference.
4(d) Note Purchase Agreement dated as of August 29, 1988 relating
to 10.4% Senior Notes. Previously filed as an exhibit to
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1988. Here incorporated by reference.
4(e) First, Second, Third and Fourth Amendments to Note Purchase
Agreement. Previously filed as an exhibit to the Company's
Annual Report on Form 10-K for the fiscal year ended January
2, 1993. Here incorporated by reference.
4(f) The Registrant has several classes of long-term debt
instruments outstanding in addition to that described in
Exhibit 4(d) above. The amount of none of these classes of
debt outstanding on June 18, 1994 exceeds 10% of the
Registrant's total consolidated assets. The Registrant
agrees to furnish copies of any agreement defining the
rights of holders of any such long-term indebtedness to the
Securities and Exchange Commission upon request.
10(a) Stock Option Plan of 1979 and amendment. Previously filed
as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended January 2, 1988. Here
incorporated by reference.
10(b) 1993 Stock Incentive Plan. Previously filed as an exhibit
to the Company's Annual Report on Form 10-K for the fiscal
year ended January 1, 1994. Here incorporated by reference.
10(c) 1988 Stock Option Plan. Previously filed as an exhibit to
the Company's registration statement on Form S-8, filed July
21, 1988, Registration No. 33-23196. Here incorporated by
reference.
10(d) Amended and Restated Directors Stock Option Plan.
Previously filed as an exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended January 1,
1994. Here incorporated by reference.
10(e) Amended and Restated Agreement executed on May 26, 1994 and
dated as of July 24, 1992, between the Registrant and Thomas
D. Gleason.
10(f) Employment Agreement dated April 27, 1993, between the
Registrant and Geoffrey B. Bloom. Previously filed as an
exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended January 1, 1994. Here incorporated by
reference.
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10(g) Executive Short-Term Incentive Plan for 1994. Previously
filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended January 1, 1994. Here
incorporated by reference.
10(h) Management Short-Term Incentive Plan for 1994. Previously
filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended January 1, 1994. Here
incorporated by reference.
10(i) Stock Option Loan Program. Previously filed as an exhibit
to the Company's Annual Report on Form 10-K for the fiscal
year ended December 28, 1991. Here incorporated by
reference.
10(j) Deferred Compensation Agreements with Disability Benefits.
The form of agreement was previously filed as an exhibit to
the Company's Annual Report on Form 10-K for the fiscal year
ended January 2, 1993. An updated participant schedule was
filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended January 1, 1994. Here
incorporated by reference.
10(k) Deferred Compensation Agreements without Disability
Benefits. The form of agreement was previously filed as an
exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended January 2, 1993. An updated participant
schedule was filed as an exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended January 1,
1994. Here incorporated by reference.
10(l) Executive Long-Term Incentive (Three Year) Plans for the
years 1991 to 1993 and 1992 to 1994. Previously filed as an
exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended December 28, 1991. Here incorporated by
reference.
10(m) Executive Long-Term Incentive (Three Year) Plan for the
three year period 1993-1995. Previously filed as an exhibit
to the Company's Annual Report on Form 10-K for the fiscal
year ended January 1, 1994. Here incorporated by reference.
10(n) Executive Long-Term Incentive (Three Year) Plan for the
three-year period 1994-1996. Previously filed as an exhibit
to the Company's Annual Report on Form 10-K for the fiscal
year ended January 1, 1994. Here incorporated by reference.
10(o) Termination of Employment and Change of Control Agreements.
The form of agreement was previously filed as an exhibit to
the Company's Annual Report on Form 10-K for the fiscal year
-12-
ended January 2, 1993. An updated participant schedule was
filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended January 1, 1994. Here
incorporated by reference.
10(p) Indemnification Agreements. The form of agreement was
previously filed as an exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended January 2,
1993. An updated participant schedule was filed as an
exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended January 1, 1994. Here incorporated by
reference.
10(q) Supplemental Retirement Benefits. Previously filed as an
exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1988. Here incorporated by
reference.
10(r) Benefit Trust Agreement dated May 19, 1987, and Amendments
Number 1, 2 and 3 thereto. Previously filed as an exhibit
to the Company's Annual Report on Form 10-K for the fiscal
year ended January 2, 1993. Here incorporated by reference.
10(s) Supplemental Director's Fee Arrangement dated April 27,
1993, between the Company and Phillip D. Matthews.
Previously filed as an exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended January 1,
1994. Here incorporated by reference.
10(t) Retirement Agreement effective December 31, 1993, between
the Company and Peter D. Panter. Previously filed as an
exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended January 1, 1994. Here incorporated by
reference.
10(u) 1984 Executive Incentive Stock Purchase Plan and amendment.
Previously filed as an exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended January 2,
1988. Here incorporated by reference.
10(v) Asset Purchase Agreement dated January 29, 1993, concerning
the sale of the Brooks Business. Previously filed as an
exhibit to the Company's Form 8-K filed February 1, 1993.
Here incorporated by reference.
10(w) Agreements relating to the sale of the assets of the three
European Subsidiaries associated with the Brooks Business.
Previously filed as exhibits to the Company's Form 8-K filed
July 8, 1993. Here incorporated by reference.
10(x) Deferred Compensation Agreement dated as of April 21, 1994,
between the Company and Charles F. Morgo.
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10(y) Employment Agreement dated April 21, 1994, between the
Company and Charles F. Morgo.
10(z) Restricted Stock Agreement dated April 21, 1994, between the
Company and Charles F. Morgo.
10(aa) 1994 Directors' Stock Option Plan.
(b) Reports on Form 8-K. No reports on Form 8-K were filed during
the quarter for which this report is filed.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WOLVERINE WORLD WIDE, INC.
AND SUBSIDIARIES
August 1, 1994 s/ Geoffrey B. Bloom
Date Geoffrey B. Bloom
President and Chief Executive Officer
(Duly Authorized Signatory for
Registrant)
August 1, 1994 s/ Stephen L. Gulis, Jr.
Date Stephen L. Gulis, Jr.
Vice President and Chief Financial
Officer
(Principal Financial Officer and Duly
Authorized Signatory of Registrant)
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Commission File No. 1-6024
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM 10-Q
For the twelve week accounting period
ended June 18, 1994
Wolverine World Wide, Inc.
9341 Courtland Drive
Rockford, Michigan 49351
EXHIBIT INDEX
Exhibit
Number Document
4(a) The Articles of Incorporation.
4(b) Preferred Stock Purchase Rights. Previously filed as an
exhibit to Amendment No. 1 to the Company's Form 8-A filed
with the Securities and Exchange Commission on November 13,
1990. Here incorporated by reference.
4(c) Credit Agreement dated as of March 11, 1993 with NBD Bank,
N.A. as Agent. Previously filed as an exhibit to the
Company's Annual Report on Form 10-K for the fiscal year
ended January 2, 1993. Here incorporated by reference.
4(d) Note Purchase Agreement dated as of August 29, 1988 relating
to 10.4% Senior Notes. Previously filed as an exhibit to
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1988. Here incorporated by reference.
4(e) First, Second, Third and Fourth Amendments to Note Purchase
Agreement. Previously filed as an exhibit to the Company's
Annual Report on Form 10-K for the fiscal year ended January
2, 1993. Here incorporated by reference.
4(f) The Registrant has several classes of long-term debt
instruments outstanding in addition to that described in
Exhibit 4(d) above. The amount of none of these classes of
debt outstanding on June 18, 1994 exceeds 10% of the
Registrant's total consolidated assets. The Registrant
agrees to furnish copies of any agreement defining the
rights of holders of any such long-term indebtedness to the
Securities and Exchange Commission upon request.
10(a) Stock Option Plan of 1979 and amendment. Previously filed
as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended January 2, 1988. Here
incorporated by reference.
10(b) 1993 Stock Incentive Plan. Previously filed as an exhibit
to the Company's Annual Report on Form 10-K for the fiscal
year ended January 1, 1994. Here incorporated by reference.
10(c) 1988 Stock Option Plan. Previously filed as an exhibit to
the Company's registration statement on Form S-8, filed July
21, 1988, Registration No. 33-23196. Here incorporated by
reference.
10(d) Amended and Restated Directors Stock Option Plan.
Previously filed as an exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended January 1,
1994. Here incorporated by reference.
10(e) Amended and Restated Agreement executed on May 26, 1994 and
dated as of July 24, 1992, between the Registrant and Thomas
D. Gleason.
10(f) Employment Agreement dated April 27, 1993, between the
Registrant and Geoffrey B. Bloom. Previously filed as an
exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended January 1, 1994. Here incorporated by
reference.
10(g) Executive Short-Term Incentive Plan for 1994. Previously
filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended January 1, 1994. Here
incorporated by reference.
10(h) Management Short-Term Incentive Plan for 1994. Previously
filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended January 1, 1994. Here
incorporated by reference.
10(i) Stock Option Loan Program. Previously filed as an exhibit
to the Company's Annual Report on Form 10-K for the fiscal
year ended December 28, 1991. Here incorporated by
reference.
10(j) Deferred Compensation Agreements with Disability Benefits.
The form of agreement was previously filed as an exhibit to
the Company's Annual Report on Form 10-K for the fiscal year
ended January 2, 1993. An updated participant schedule was
filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended January 1, 1994. Here
incorporated by reference.
10(k) Deferred Compensation Agreements without Disability
Benefits. The form of agreement was previously filed as an
exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended January 2, 1993. An updated participant
schedule was filed as an exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended January 1,
1994. Here incorporated by reference.
10(l) Executive Long-Term Incentive (Three Year) Plans for the
years 1991 to 1993 and 1992 to 1994. Previously filed as an
exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended December 28, 1991. Here incorporated by
reference.
10(m) Executive Long-Term Incentive (Three Year) Plan for the
three year period 1993-1995. Previously filed as an exhibit
to the Company's Annual Report on Form 10-K for the fiscal
year ended January 1, 1994. Here incorporated by reference.
10(n) Executive Long-Term Incentive (Three Year) Plan for the
three-year period 1994-1996. Previously filed as an exhibit
to the Company's Annual Report on Form 10-K for the fiscal
year ended January 1, 1994. Here incorporated by reference.
10(o) Termination of Employment and Change of Control Agreements.
The form of agreement was previously filed as an exhibit to
the Company's Annual Report on Form 10-K for the fiscal year
ended January 2, 1993. An updated participant schedule was
filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended January 1, 1994. Here
incorporated by reference.
10(p) Indemnification Agreements. The form of agreement was
previously filed as an exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended January 2,
1993. An updated participant schedule was filed as an
exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended January 1, 1994. Here incorporated by
reference.
10(q) Supplemental Retirement Benefits. Previously filed as an
exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1988. Here incorporated by
reference.
10(r) Benefit Trust Agreement dated May 19, 1987, and Amendments
Number 1, 2 and 3 thereto. Previously filed as an exhibit
to the Company's Annual Report on Form 10-K for the fiscal
year ended January 2, 1993. Here incorporated by reference.
10(s) Supplemental Director's Fee Arrangement dated April 27,
1993, between the Company and Phillip D. Matthews.
Previously filed as an exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended January 1,
1994. Here incorporated by reference.
10(t) Retirement Agreement effective December 31, 1993, between
the Company and Peter D. Panter. Previously filed as an
exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended January 1, 1994. Here incorporated by
reference.
10(u) 1984 Executive Incentive Stock Purchase Plan and amendment.
Previously filed as an exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended January 2,
1988. Here incorporated by reference.
10(v) Asset Purchase Agreement dated January 29, 1993, concerning
the sale of the Brooks Business. Previously filed as an
exhibit to the Company's Form 8-K filed February 1, 1993.
Here incorporated by reference.
10(w) Agreements relating to the sale of the assets of the three
European Subsidiaries associated with the Brooks Business.
Previously filed as exhibits to the Company's Form 8-K filed
July 8, 1993. Here incorporated by reference.
10(x) Deferred Compensation Agreement dated as of April 21, 1994,
between the Company and Charles F. Morgo.
10(y) Employment Agreement dated April 21, 1994, between the
Company and Charles F. Morgo.
10(z) Restricted Stock Agreement dated April 21, 1994, between the
Company and Charles F. Morgo.
10(aa) 1994 Directors' Stock Option Plan.