FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the Fiscal Year ended November 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-6953
LILLY INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
INDIANA 35-0471010
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
733 South West Street
Indianapolis, Indiana 46225
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
317-687-6700
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Class A Stock, without par value
Including Common Share Purchase Rights
(Title of class)
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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of June 30, 1997 was $454,450,000.
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of June 30, 1997.
22,735,075 shares of Class A Common Stock, without par value, including Common
Share Purchase Rights
312,456 shares of Class B Common Stock, without par value, including Common
Share Purchase Rights
DOCUMENTS INCORPORATED BY REFERENCE
Part II: Items 5 Annual Report to Shareholders for Fiscal
through 8 Year Ended November 30, 1996
Part III: Items 10 Proxy Statement for Annual Meeting of
through 13 Shareholders to be held April 24, 1997
Page 1 of Pages
Exhibit Index on Page
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
(a)-1 The following items, included in the Company's 1996 Annual Report
to Shareholders, are incorporated herein by reference and are
included herein in Exhibit 13.
Report of Independent Auditors
Consolidated Balance Sheets --
November 30, 1996 and 1995
Consolidated Statements of Income and Retained Earnings -- Years ended
November 30, 1996, 1995 and 1994
Consolidated Statements of Cash
Flows -- Years ended November 30, 1996,
1995 and 1994
Notes to Consolidated Financial
Statements -- November 30, 1996
(a)-2 The following financial statement schedule is filed as a
part of this report.
Schedule
Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.
1
(a)-3 Exhibits.
Exhibits Incorporated by Reference
2 Merger Agreement, dated March 4, 1996, by and among Lilly
Industries, Inc., LP Acquisition Corporation and Guardsman
Products, Inc. This document is incorporated by reference
to Exhibit 2 to the Company's Form 8-K Current Report
filed with the SEC on April 22, 1996.
4(a) Rights Agreement, dated as of January 12, 1996, between
Lilly Industries, Inc. and KeyCorp Shareholder Services,
Inc. as Rights Agent. This Document is incorporated by
reference to Exhibit 4 to the Company's Form 8-A filed
with the SEC on January 23, 1996.
4(b) See Exhibit 10(h).
*10(b) Lilly Industries, Inc. Unfunded Supplemental Retirement
Plan (as in effect November 29, 1990). This exhibit is
incorporated by reference to Exhibit 10(b) to the
Company's Form 10-K Annual Report for the fiscal year
ended November 30, 1990.
*10(c) Lilly Industries, Inc. Unfunded Excess Benefit Plan. This
exhibit is incorporated by reference to Exhibit 10(c) to
the Company's Form 10-K Annual Report for the fiscal year
ended November 30, 1989.
*10(d) Lilly Industries, Inc. Second Unfunded Supplemental
Retirement Plan effective June 4, 1990. This exhibit is
incorporated by reference to Exhibit 10(f) to the
Company's Form 10-K Annual Report for the fiscal year
ended November 30, 1990.
*10(e) Lilly Industries, Inc. Termination Benefits Agreement
(form of agreement applicable to 2 officers). This exhibit
is incorporated by reference to Exhibit 10(g) to the
Company's Form 10-K Annual Report for the fiscal year
ended November 30, 1990.
2
*10(f) Lilly Industries, Inc. 1991 Director Stock Option Plan.
This exhibit is incorporated by reference to Exhibit 10(i)
to the Company's Form 10-K Annual Report for the fiscal
year ended November 30, 1991.
*10(g) Lilly Industries, Inc. 1992 Stock Option Plan. This
exhibit is incorporated by reference to Exhibit 10(j) to
the Company's Form 10-K Annual Report for the fiscal year
ended November 30, 1991.
10(h) Credit Agreement, dated as of April 8, 1996, between Lilly
Industries, Inc., the Lenders Signatory thereto, NBD Bank,
N.A., as Agent and Harris Trust and Savings Bank, Comerica
Bank, Mercantile Bank of St. Louis and Bank One,
Indianapolis, N.A., Co-Agents. This document is
incorporated by reference to Exhibit 4 to the Company's
Form 8-K Current Report filed with the SEC on April 22,
1996.
-------------------
* Management contracts and compensatory plans
required to be filed pursuant to Item 14(c) of Form
10-K.
3
Exhibits Filed with the Company's 10-K filed February 27, 1997 and
incorporated by reference thereto:
3(a) The Company's Amended and Restated Articles of
Incorporation.
*10(i) Lilly Industries, Inc. Executive Retirement Plan
(effective as of January 1, 1996).
*10(j) Lilly Industries, Inc. Replacement Plan (effective as of
January 1, 1996) and Trust Agreement for Lilly Industries,
Inc. Replacement Plan between Lilly Industries, Inc. and
Bankers Trust Company of Des Moines dated September 27,
1996.
11 Computation of Earnings Per Share.
13 Excerpts from the Lilly Industries, Inc. 1996
Annual Report.
21 List of Subsidiaries.
23 Consent of Ernst & Young LLP.
27 Financial Data Schedule.
- ----------
* Management contracts and compensatory plans required to be filed
pursuant to Item 14(c) of Form 10-K
4
Exhibits filed herewith:
3(b) The Company's Code of By-Laws, as amended.
(b) No reports on Form 8-K were filed during the fourth quarter of fiscal year
1996.
(c) The response to this portion of this item is submitted as a separate
section of this report.
(d) The response to this portion of this item is submitted as a separate
section of this report.
23 Consent of Ernst & Young LLP.
5
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: July 21, 1997
LILLY INDUSTRIES, INC.
/s/ Douglas W. Huemme
--------------------------
Douglas W. Huemme,
Chairman, 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 Company
and in the capacities and on the dates indicated.
Signature Date
- ---------------------------- ------------------
(1) Principal Executive
Officer and Director
/s/ Douglas W. Huemme July 21, 1997
- -----------------------
Douglas W. Huemme, Chairman, President
and Chief Executive Officer
(2) Principal Financial Officer
/s/ John C. Elbon July 21, 1997
- -----------------------
John C. Elbon, Vice President
and Chief Financial Officer
(3) Principal
Accounting Officer
/s/ Kenneth L. Mills July 21, 1997
- -----------------------
Kenneth L. Mills, Corporate Accounting Director
(4) A majority of the
Board of Directors
/s/ James M. Cornelius July 21, 1997
- ----------------------
James M. Cornelius, Director
/s/ William C. Dorris July 21, 1997
- ----------------------
William C. Dorris, Director
- ----------------------
Paul K. Gaston, Director
/s/ Douglas W. Huemme July 21, 1997
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Douglas W. Huemme, Director
- ----------------------
Harry Morrison, Ph.D., Director
/s/ Norma J. Oman July 17, 1997
- ----------------------
Norma J. Oman, Director
/s/ John D. Peterson July 21, 1997
- ----------------------
John D. Peterson, Director
/s/ Thomas E. Reilly, Jr. July 16, 1997
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Thomas E. Reilly, Jr., Director
- ----------------------
Van P. Smith, Director
/s/ Robert A. Taylor July 18, 1997
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Robert A. Taylor, Director