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 third twelve week accounting period ended September 10, 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 (I.R.S. Employer Identification No.)
of Incorporation or Organization)
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 practicable date.
There were 11,254,996 shares of Common Stock, $1 par value,
outstanding as of October 14, 1994, of which 683,992 shares are
held as Treasury Stock.
-1-
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
WOLVERINE WORLD WIDE, INC. AND
SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Thousands of dollars)
September 10, January 1, September 11,
1994 1994 1993
(Unaudited) (Audited) (Unaudited)
ASSETS
CURRENT ASSETS
Cash $ 2,103 $ 3,730 $ 2,464
Accounts receivable, less
allowances (Sept. 10, 1994 -
$4,708; Jan. 1, 1994 -
$3,411; Sept 11, 1993 -
$3,623) 71,800 62,362 61,182
Inventories:
Finished products 54,825 39,169 50,503
Raw materials and work in
process 33,265 31,387 32,101
88,090 70,556 82,604
Other current assets 10,965 12,864 14,926
TOTAL CURRENT ASSETS 172,958 149,512 161,176
PROPERTY, PLANT & EQUIPMENT
Gross assets 96,195 90,608 90,084
Allowances for depreciation (62,087) (58,985) (58,852)
34,108 31,623 31,232
OTHER ASSETS 27,558 24,581 25,834
TOTAL ASSETS $234,624 $205,716 $218,242
See notes to consolidated condensed financial statements.
-2-
WOLVERINE WORLD WIDE, INC. AND
SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS - Continued
(Thousands of dollars)
September 10, January 1, September 11,
1994 1994 1993
(Unaudited) (Audited) (Unaudited)
LIABILITIES AND
STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable to banks $ 2,822 $ 1,948 $ 3,088
Accounts payable and
other accrued liabilities 34,835 31,626 32,778
Current maturities of
long-term debt 433 4,732 4,459
TOTAL CURRENT LIABILITIES 38,090 38,306 40,325
LONG-TERM DEBT (less current
maturities) 64,520 44,913 64,359
OTHER NONCURRENT LIABILITIES 10,362 9,747 9,041
STOCKHOLDERS' EQUITY
Common Stock - par value $1,
authorized 25,000,000 shares;
shares issued (including
shares in treasury):
Sept. 10, 1994 - 11,251,504 shares
Jan. 1, 1994 - 11,042,129 shares
Sept. 11, 1993 - 10,971,736 shares 11,251 7,622 7,575
Additional paid-in-capital 24,641 26,469 25,662
Retained earnings 93,048 86,986 79,599
Accumulated translation adjustments 398 398 389
Cost of shares in treasury:
Sept. 10, 1994 - 683,992 shares
Jan. 1, 1994 - 781,778 shares
Sept. 11, 1993 - 781,282 shares (7,686) (8,725) (8,708)
TOTAL STOCKHOLDERS' EQUITY 121,652 112,750 104,517
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 234,624 $ 205,716 $ 218,242
See notes to consolidated condensed financial statements.
-3-
WOLVERINE WORLD WIDE, INC.
SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS
OF OPERATIONS
(Thousands of dollars, except per share data)
(Unaudited)
12 Weeks Ended 36 Weeks Ended
Sept 10, Sept 11, Sept 10, Sept 11,
1994 1993 1994 1993
Net sales and other
operating income $ 94,270 $ 81,314 $244,160 $213,075
Cost of products sold 66,509 58,852 169,362 151,052
Gross margin 27,761 22,462 74,798 62,023
Selling and administrative
expenses 21,113 18,523 60,404 53,457
Operating income 6,648 3,939 14,394 8,566
Other expenses (income):
Interest expense 1,343 1,344 3,100 3,848
Interest income (132) (364) (328) (886)
Other - net 15 (16) 796 38
1,226 964 3,568 3,000
Earnings before income taxes 5,422 2,975 10,826 5,566
Income taxes 1,735 927 3,464 1,734
NET EARNINGS $ 3,687 $ 2,048 $ 7,362 $ 3,832
Earnings per share:
Primary $ 0.34 $ 0.20 $ 0.68 $ 0.38
Fully diluted $ 0.33 $ 0.20 $ 0.67 $ 0.38
Cash dividends per share $ 0.04 $ 0.04 $ 0.12 $ 0.12
Shares used for net earnings
per share computation:
Primary 10,908,205 10,179,980 10,881,734 10,115,916
Fully diluted 11,106,485 10,190,454 11,092,356 10,190,454
See notes to consolidated condensed financial statements.
-4-
WOLVERINE WORLD WIDE, INC. AND
SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS
OF CASH FLOWS
(Thousands of dollars, except per share data)
(Unaudited)
36 Weeks Ended
Sept 10, Sept 11,
1994 1993
OPERATING ACTIVITIES
Net earnings $ 7,362 $ 3,832
Depreciation, amortization and other
non cash items 1,898 3,636
Changes in operating assets and liabilities:
Accounts receivable (9,438) (9,672)
Inventories (17,534) (18,340)
Other current assets 1,899 14,654
Accounts payable and other accrued
liabilities 3,209 2,566
CASH USED IN OPERATING ACTIVITIES (12,604) (3,324)
FINANCING ACTIVITIES
Proceeds from issuance of long-term debt 38,000 26,000
Payments of long-term debt (21,442) (5,604)
Proceeds from short-term borrowings 1,189
Payments of short-term borrowings (315) (13,289)
Cash dividends (1,300) (810)
Proceeds from shares issued under
employee stock plans 1,590 1,332
CASH PROVIDED BY FINANCING ACTIVITIES 17,722 7,629
INVESTING ACTIVITIES
Additions to property, plant and equipment (5,587) (3,263)
Other (1,158) (952)
CASH USED IN INVESTING ACTIVITIES (6,745) (4,215)
(DECREASE) INCREASE IN CASH (1,627) 90
Cash at beginning of year 3,730 2,375
CASH AT END OF THIRD QUARTER $ 2,103 $ 2,465
( ) - Denotes reduction in cash.
See notes to consolidated condensed financial statements.
-5-
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
September 10, 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. Certain amounts in 1993 have been reclassified to
conform with the presentation used in 1994.
NOTE B - Fluctuations
The Company's sales are seasonal, particularly in its major divisions, Hush
Puppies and the Wolverine Footwear Group. 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, follow 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 Third Quarter 1994 To Third Quarter
1993
Third quarter net sales of $94.3 million for 1994 exceeded 1993 levels by
$13.0 million (a 15.9% increase), and 1994 year-to-date sales of $244.2
million compares to $213.1 million recorded for the comparable period of
1993. The strong performance of the Wolverine Footwear Group continued,
accounting for $5.2 million of the quarterly sales increase. In addition,
increases of $5.3 million were generated by the Hush Puppies division and
$2.9 million by the Tru-Stitch Footwear division. Strong sales from the
new casual line of footwear in the Hush Puppies division and an expanded
product offering by Tru-Stitch accounted for the respective sales increases.
Gross margin as a percentage of net sales for the third quarter of 1994 was
29.4% compared to the prior year level of 27.6%. Improved margins were
recorded in the Wolverine Footwear Group, the Tru-Stitch Footwear Division
and the Global Operations Group. The gross margin improvement reflects the
strong performance of the manufacturing and sourcing operations along with
modest efficiency improvements at the Leather Division.
Selling and administrative costs totaling $21.1 million (22.4% of net sales)
for the third quarter of 1994 were 14.0% higher than the third quarter
1993 levels of $18.5 million (22.8% of net sales). Selling, advertising and
distribution costs associated with the increased sales volume and
advertising and promotional investments for Wolverine Brand and Hush
Puppies accounted for $1.3 million and $.8 million of the change,
respectively. Year-to-date selling and administrative expenses of $60.4
million (24.7% of net sales) is comparable to $53.5 million (25.1% of net
sales) in 1993.
Interest expense for both the third quarter of 1994 and 1993 was $1.3
million. Year-to-date interest expense for 1994 of $3.1 million reflects a
decrease from 1993 levels by $0.7 million or 19.3%.
The effective income tax rates on net earnings increased in 1994 from 1993
levels (32.0% compared to 31.2%) for both the third quarter and year-to-date.
The increases were caused by a lower percentage of the pre-tax earnings
being attributable to the non-taxable net earnings of foreign subsidiaries.
Net earnings of $3.7 million ($.34 per share) for the twelve weeks ended
September 10, 1994 compares favorably to earnings of $2.0 million ($.20 per
share) for the respective period of 1993. Year-to-date earnings of $7.4
million ($.68 per share) in 1994 compares with earnings of $3.8 million
($.38 per share) for the same period of 1993. Increased earnings are
primarily a result of the items noted above.
-7-
Financial Condition, Liquidity and Capital Resources
Accounts receivable of $71.8 million at September 10, 1994 reflects an
increase of $10.6 million and $9.4 million over the balance at September
11, 1993 and January 1, 1994, respectively. Inventories of $88.1 million
at September 10, 1994 reflects an increase of $5.5 million and $18.0
million over the balance at September 11, 1993 and January 1, 1994,
respectively. These increases are generally related to sales volume
increases and additional inventory required to meet future demand in
both wholesaling and manufacturing operations. However, inventory growth
was held to approximately half the rate of sales growth.
Other current assets totaling $11.0 million at September 10, 1994 reflect a
$1.9 million decrease from January 1, 1994 and a $4.0 million decrease from
September 11, 1993. The decreases primarily reflect the change in deferred
taxes and disposition of the assets related to discontinued operations in
prior years.
Total interest bearing debt of $67.8 million on September 10, 1994 compares
to $51.6 million and $71.9 million at January 1, 1994 and September 11,
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 issued $30.0 million of senior debt during the third quarter
of 1994 with an interest rate of 7.81% 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 because the Company has continued to
pay the same per share dividend amount after the 3-for-2 stock split as
it did before the stock split. The dividend is payable November 1, 1994
to stockholders of record on October 3, 1994.
PART II. OTHER INFORMATION
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:
-8-
Exhibit
Number Document
4(a) The Certificate of Incorporation. Previously filed as an
exhibit to the Company's Quarterly Report on Form 10-Q for
the period ended June 18, 1994.
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.
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 1, 1994.
4(d) Note Agreement dated as of August 1, 1994 relating to 7.81%
Senior Notes.
4(e) 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 September 10, 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.
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.
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.
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.
-9-
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. Previously filed as an exhibit to the Company's
Quarterly Report on Form 10-Q for the period ended June 18,
1994.
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.
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.
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.
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.
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 list was filed
as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended January 1, 1994.
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 list was filed as an exhibit to the Company's
Annual Report on Form 10-K for the fiscal year ended
January 1, 1994.
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.
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 2, 1993.
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.
-10-
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 list was
filed as an exhibit to the Company's Annual report on Form
10-K for the fiscal year ended January 1, 1994.
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 list was filed as an exhibit to the
Company's Annual Report on Form 10-K for the fiscal year
ended January 1, 1994.
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.
10(r) Benefit Trust Agreement dated May 19, 1987, and Amendments
Numbers 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.
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.
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.
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.
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 Current Report on Form 8-K filed
February 1, 1993.
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 Current Report
on Form 8-K filed July 8, 1993.
-11-
10(x) Deferred Compensation Agreement dated as of April 21, 1994,
between the Company and Charles F. Morgo. Previously filed
as an exhibit to the Company's Quarterly Report on Form 10-Q
for the period ended June 18, 1994.
10(y) Employment Agreement dated April 21, 1994, between the
Company and Charles F. Morgo. Previously filed as an
exhibit to the Company's Quarterly Report on Form 10-Q for
the period ended June 18, 1994.
10(z) Restricted Stock Agreement dated April 21, 1994, between the
Company and Charles F. Morgo. Previously filed as an
exhibit to the Company's Quarterly Report on Form 10-Q for
the period ended June 18, 1994.
10(aa) 1994 Directors Stock Option Plan. Previously filed as an
exhibit to the Company's Quarterly Report on Form 10-Q for
the period ended June 18, 1994.
27 Financial Data Schedule.
(b) Reports on Form 8-K. No reports on Form 8-K have been filed
during the period for which this report is filed.
-12-
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
October 24, 1994 /s/ Geoffrey B. Bloom
Date Geoffrey B. Bloom
President and Chief Executive Officer
(Duly Authorized Signatory for
Registrant)
October 24, 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)
EXHIBIT INDEX
Exhibit
Number Document
4(a) The Certificate of Incorporation. Previously
filed as an exhibit to the Company's Quarterly
Report on Form 10-Q for the period ended June 18,
1994.
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.
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 1, 1994.
4(d) Note Agreement dated as of August 1, 1994 relating
to 7.81% Senior Notes.
4(e) 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
September 10, 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.
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.
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.
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.
Exhibit
Number Document
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.
Previously filed as an exhibit to the Company's
Quarterly Report on Form 10-Q for the period
ended June 18, 1994.
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.
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.
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.
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.
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 list was filed as
an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended January 1, 1994.
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
list was filed as an exhibit to the Company's
Annual Report on Form 10-K for the fiscal year
ended January 1, 1994.
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.
Exhibit
Number Document
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 2,
1993.
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.
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 list was filed as an
exhibit to the Company's Annual report on Form
10-K for the fiscal year ended January 1, 1994.
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 list was
filed as an exhibit to the Company's Annual Report
on Form 10-K for the fiscal year ended January 1,
1994.
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.
10(r) Benefit Trust Agreement dated May 19, 1987, and
Amendments Numbers 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.
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.
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.
Exhibit
Number Document
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.
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
Current Report on Form 8-K filed February 1, 1993.
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 Current Report on Form 8-K filed
July 8, 1993.
10(x) Deferred Compensation Agreement dated as of April
21, 1994, between the Company and Charles F. Morgo.
Previously filed as an exhibit to the Company's
Quarterly Report on Form 10-Q for the period ended
June 18, 1994.
10(y) Employment Agreement dated April 21, 1994, between
the Company and Charles F. Morgo. Previously filed
as an exhibit to the Company's Quarterly Report
on Form 10-Q for the period ended June 18, 1994.
10(z) Restricted Stock Agreement dated April 21, 1994,
between the Company and Charles F. Morgo.
Previously filed as an exhibit to the Company's
Quarterly Report on Form 10-Q for the period ended
June 18, 1994.
10(aa) 1994 Directors Stock Option Plan. Previously filed
as an exhibit to the Company's Quarterly Report on
Form 10-Q for the period ended June 18, 1994.
27 Financial Data Schedule.