FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year (fifty-two weeks) ended January 1, 2000.
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from N/A To N/A .
Commission File Number 0-8514
LIQUI-BOX CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 31-0628033
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6950 Worthington-Galena Road, Worthington, Ohio 43085
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (614) 888-9280
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Securities registered pursuant to Section 12(b) of the Act: NONE
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Securities registered pursuant to Section 12(g) of the Act:
Common Shares, No Par Value
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(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
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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/
Based upon the closing price reported on The NASDAQ National Market on February
24, 2000, the aggregate market value of the voting stock held by non-affiliates
of the Registrant was $115,862,000. The number of common shares outstanding at
February 24, 2000 was 4,468,476.
Documents Incorporated by Reference:
(1) Portions of the Registrant's Annual Report to Stockholders for the
fiscal year ended January 1, 2000 are incorporated by reference into
Parts I and II of this Annual Report on Form 10-K.
(2) Portions of the Registrant's Definitive Proxy Statement for its
Annual Meeting of Stockholders to be held on April 20, 2000 are
incorporated by reference into Part III of this Annual Report on Form
10-K.
Exhibit Index on Page 13
PART I
Item 1. Business:
GENERAL DEVELOPMENT OF BUSINESS - Liqui-Box Corporation and its subsidiaries
("Liqui-Box" or the "Company") is one of the largest companies in the world
specializing in the research, development and manufacture of bag-in-box flexible
liquid packaging systems. The Company was incorporated in January, 1962 in the
state of Ohio. Its principal offices are located at 6950 Worthington-Galena
Road, Worthington, Ohio.
Liqui-Box is a major producer of bag-in-box flexible packaging and related
filling equipment systems for the beverage, processed foods, dairy, wine and
other specialty products industries. The Company is also the leading supplier of
containers and dispensing systems to the bottled water industry.
The Company and its subsidiaries operate 11 manufacturing plants in the United
States and Europe. Through licensees, agents and direct exporters, Liqui-Box
serves markets in many countries worldwide.
DESCRIPTION OF PRINCIPAL PRODUCTS - The principal product of the Company is
plastic packaging. Such packaging includes specialty plastic bags and plastic
blow molded containers; injection molded plastic products used in liquid
packaging and a variety of industrial and commercial plastic packaging films. In
addition, the Company manufactures equipment for filling such packaging products
(approximately 4% of total net sales). These products are marketed nationwide
primarily to the edible products industries principally through a direct sales
force. These products are also marketed internationally through a direct sales
force, licensees, agents and the Company's own export operations. In 1999, the
Company maintained its position in its principal markets of beverage, processed
foods and specialty industrial products.
COMPETITION - The plastic packaging market is large and highly fragmented. There
are numerous competitors and the major market in which the Company sells its
products is very competitive. These products are in competition with similar
products produced by other manufacturers, and in some instances, with products
produced by other industries from other raw materials.
The plastic packaging industry is, therefore, highly price competitive. A
substantial number of manufacturers compete in the national and international
markets. None are considered to be dominant. According to information in the
public domain, Liqui-Box supplies less than one percent of the total plastic
packaging market in the United States.
While Liqui-Box's product and customer mix is generally diverse, The Perrier
Group of America constitutes a buying group of customers that is a material part
of the Company's business to the extent that loss of this buying group, with
which the Company has a good relationship, would have a material effect on the
Company's business. The risk associated with such a potential loss is mitigated
by an exclusive 3-year supply agreement between the Company and The Perrier
Group of America. This agreement, which was renegotiated in 1997 in accordance
with the terms of the original supply agreement, expires on December 31, 2000.
Sales to this customer constituted 22%, 20% and 19% of total sales in 1999, 1998
and 1997, respectively.
RESEARCH AND DEVELOPMENT - Liqui-Box emphasizes applied research and development
as a vital aspect of meeting the needs of its customers for plastic packaging.
Thus, the Company's research activities focus on the development of new plastic
packaging products and packaging systems to increase quality, improve production
efficiency and/or reduce costs to its customers and to the ultimate consumer.
The Company also devotes significant efforts to the research, development and
improvement of plastic packaging machinery and equipment for use by its
customers and in its own production operations.
2
R & D expenditures in 1999, 1998 and 1997 were $1,436,000, $1,221,000 and
$1,371,000, respectively. All such activities were entirely Company-funded from
operations. It should also be noted that the funding levels only represent costs
directly charged to research and development. The amounts do not represent the
commitment and work of all employees of Liqui-Box to improving existing products
and processes and to developing new products and processes. Many employees who
are not part of the research and development organization of the Company spend
part of their efforts on developing new products and processes.
Information on research and development can also be found on Pages 4 and 5
[Management's Discussion and Analysis] and on Page 15 [Note 1, Accounting
Policies, of the Notes to Consolidated Financial Statements] of the 1999 Annual
Report and is incorporated herein by reference.
PATENTS AND LICENSES - Liqui-Box holds and maintains patents for packaging
design, fitments and packaging equipment which are used by the Company in its
production and which are also licensed to other manufacturers. Revenues from
royalties from these patents and licenses are not material to the total revenues
of the Company.
ENVIRONMENT - Consumer recognition of environmental friendliness of liquid
plastic packaging systems is growing. Compared to a conventional 5-gallon
plastic pail, the 5-gallon plastic bag-in-box reduces total plastic use by 90
percent. An empty, collapsed 5-gallon bag requires a small fraction of the
disposal space of a comparable number of No. 10 cans, five wide-mouth one gallon
jars or one 5-gallon pail occupy. The corrugated box used to transport and store
packaged liquids is completely recyclable. Liqui-Box utilizes proper recycling
codes on all of its products for quick identification in community recycling
programs.
The bag-in-box design is increasingly seen as a major part of the solution to
the problem of environmental waste, storage and disposal. In addition, Liqui-Box
is asking its suppliers to experiment in the use of reprocessed material in the
products furnished to the Company and several promising applications are being
actively explored. The Company has also committed to zero scrap in the waste
stream of its plant operations through sorting and recycling for use in shipping
bags and other non-food applications. This commitment represents the elimination
of more than one million pounds of waste annually.
As a major player in the solution of societal environmental problems, the
Company supports such conscientiousness and is not aware of any federal, state
or local statutory or regulatory provisions concerning environmental protection
or the discharge of materials into the environment that will have any material
effect on the capital expenditures, sales, earnings or competitive position of
the Company in the future.
RAW MATERIALS - The primary raw material essential to the Company's business is
plastic resin. There are a number of suppliers for this material and the market
is highly competitive. The Company is confident that its sources of supply of
resin are adequate for its needs in the foreseeable future.
SEASONALITY OF BUSINESS - The demand for some applications of plastic packaging
products is seasonal in nature. A mild summer, for example, can reduce the
Company's sales to the beverage industry. However, experience over the years has
shown that these variations generally offset each other and tend to level the
total demand for the Company's products throughout the year. As a result, the
Company usually experiences only minor variations in sales volume attributable
to seasonal demands.
BACKLOG OF ORDERS - Sales of the Company's packaging products generally are
closely coordinated with the product production of its customers. Typically,
orders are filled within 30 days. Therefore, the backlog of orders is not
significant.
EMPLOYEES - Liqui-Box employed 729 individuals in its operations throughout the
United States and in Europe on January 1, 2000. Approximately 2% of these
employees are members of collective bargaining units. The Company considers
itself an industry leader in participative management of its human resources,
placing a premium value on innovation, creativity and attentiveness to solving
customers' problems in packaging. Accordingly, the Company believes its
relations with its employee group to be an asset.
3
FOREIGN OPERATIONS AND SALES - The Company's European operations constituted 13%
of consolidated net sales, less than 6% of consolidated income before taxes and
24% of consolidated identifiable assets as of and for the year ended January 1,
2000. European operations constituted 13% of consolidated net sales, less than
4% of consolidated income before taxes and 21% of consolidated identifiable
assets as of and for the year ended January 2, 1999. Further information can be
found on page 21 [Note 9 of the Notes to Consolidated Financial Statements] of
the 1999 Annual Report and is incorporated herein by reference.
Item 2. Properties:
At January 1, 2000, the Company owned or leased property at fifteen (15)
locations for manufacturing and offices with a total of approximately 609,000
square feet of floor space. The following table summarizes the properties owned
or leased.
Approximate Owned Expiration
Floor Space or Date of
Use and Location: (Sq. Ft.) Leased Lease
----------------- ------------ ------ ----------
Executive offices, research and
manufacturing:
Worthington, Ohio 63,000 Owned N/A
Manufacturing:
Ashland, Ohio 43,000 Leased Less than 1 year
Ashland, Ohio 22,000 Owned N/A
Houston, Texas 33,000 Leased 2005
Elkton, Maryland 58,000 Leased 2015
Auburn, Massachusetts 30,000 Owned N/A
Ontario, California 61,000 Leased 2003
Upper Sandusky, Ohio 76,000 Owned N/A
Lake Wales, Florida 8,000 Owned N/A
Lake Wales, Florida 12,000 Owned N/A
Sacramento, California 74,000 Leased 2002
Sacramento, California 24,000 Leased Month to Month
Allentown, Pennsylvania 40,000 Leased 2006
Romiley, England 53,000 Leased 2006
Romiley, England 12,000 Leased 2006
The Company believes that its properties, plant and equipment are all in good
operating condition and are adequate for its expected needs. Certain of the
leases contain renewal options which the Company expects to exercise to maintain
its operations at the facilities.
Item 3. Legal Proceedings:
See page 17 [Note 3 of the Notes to Consolidated Financial Statements] of the
1999 Annual Report which is incorporated herein by reference.
Item 4. Submission of Matters to a Vote of Security Holders:
Not applicable
4
EXECUTIVE OFFICERS OF THE REGISTRANT:
The names, ages and positions of all of the executive officers of Liqui-Box, as
of February 24, 2000, are listed below along with their business experience
during the past five years. Executive officers are appointed annually by the
Board of Directors at the annual meeting of directors immediately following the
annual meeting of shareholders. There are no arrangements or understandings
between any executive officer and any other person pursuant to which the
executive officer was selected.
NAME AGE TITLE
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Samuel B. Davis (1) 58 Chairman of the Board, Chief Executive
Officer, Treasurer and Director
Robert S. Hamilton (2) 71 Vice Chairman of the Board and Director
C. William McBee (3) 57 Chief Operating Officer, President, Secretary
and Director
Samuel N. Davis (4) 35 Vice President, Development and Director
William A. Duelge (5) 41 Vice President, Sales and Marketing
Stewart M. Graves (6) 49 Vice President, International
Barry Pritchard (7) 41 Vice President, Technology and Equipment
Development
(1) Samuel B. Davis has been Chairman of the Board, Chief Executive Officer
and Treasurer since August, 1982. Mr. Davis was President from
September, 1991 to December, 1997 upon the promotion of C. William
McBee.
(2) Robert S. Hamilton has been Vice Chairman of the Board since July,
1989. Mr. Hamilton was President and Chief Operating Officer from
April, 1984 to September, 1991 with a period of retirement from
January, 1990 to May, 1990 and another period of retirement from
September, 1991 until May, 1995.
(3) C. William McBee has been Chief Operating Officer and President since
December, 1997. Mr. McBee became a director in April, 1995. From
October, 1994 until December, 1997, Mr. McBee was Vice President of
Manufacturing. Mr. McBee was also Vice President, Administration from
February, 1994 to October, 1995.
(4) Samuel N. Davis became Vice President, Development and an executive
officer in April, 1996. From September, 1995 until April, 1996, Mr.
Davis held the position of Special Projects Coordinator. From January,
1993 through August, 1995, Mr. Davis was an active investor in
Zacchaeus Clothiers, Columbus, Ohio, a clothing retailer. Prior to
January, 1993, Mr. Davis held various offices with Liqui-Box.
(5) William A. Duelge became Vice President, Sales and Marketing and an
executive officer in December, 1999. Mr. Duelge was Vice President of
National Applications for Xpedx Division of International Paper in
Atlanta, Georgia from August 1998 through July 1999. From January, 1995
through August, 1998, Mr. Duelge was Vice President of National
Applications for Zellerbach Division of Mead Corporation in Tampa,
Florida and Atlanta, Georgia.
(6) Stewart M. Graves became Vice President, International and an executive
officer in August, 1996. From January, 1994 until August, 1996, Mr.
Graves held the position of Managing Director of LB Europe Limited.
(7) Barry Pritchard became Vice President, Technology and Equipment
Development and an executive officer December, 1998. Prior to December,
1998, Mr. Pritchard held the position of Service Engineering Manager
and Vice President of Technology and Development, Inpaco, Division of
Liqui-Box.
5
PART II
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
The Company, in the normal course of business, is exposed to market risks
associated with foreign currency exchange rates, fluctuations in the market
value of equity securities available for sale, and changes in interest rates.
The Company is also exposed to changes in the price of commodities used in its
manufacturing operations. However, commodity price risk is not material as price
changes are customarily passed along to the customer.
Foreign Currency Exchange Risk
In 1999 and 1998, European operations accounted for approximately 13% of the
Company's net sales. As a result, there is exposure to foreign exchange risk on
transactions that are denominated in a currency other than the business unit's
functional currency. During 1999, the Company entered into forward exchange
contacts to hedge against foreign currency fluctuations wherever economically
feasible. The contracts were generally less than one year and at January 1, 2000
there were no contracts outstanding. The counter-parties to the forward exchange
contracts were financial institutions with investment grade credit ratings.
During 1999, the Company changed its hedging methodology and began maintaining
cash balances in various foreign currencies to hedge transactions which are to
be settled in the business unit's functional currency. Reference is made to Note
1 Foreign Currency Translation in the Notes to the Financial Statements for
further information with respect to foreign currency exchanges. The Company's
hedging activities provide only limited protection against currency exchange
risks, however, a hypothetical 10% foreign exchange fluctuation would not
materially impact operating results or cash flow.
Marketable Securities Risk
The Company maintains a portfolio of marketable equity securities available for
sale. The fair market value of these securities at January 1, 2000 was
approximately $1,252,000 with the corresponding unrealized gain included as a
component of stockholders' equity. A hypothetical 10% decrease in the quoted
market price of marketable securities would not materially impact operating
results or cash flow.
Interest Rate Risk
The interest payable for the Company's revolving credit facilities are affected
by changes in market interest rates. However, the Company has the option to pay
balances in full at any time without penalty. As a result, the Company believes
that the market risk is minimal.
Pages
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The following items are incorporated herein by reference from the indicated
pages of the 1999 Annual Report:
Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters 3
Item 6. Selected Financial Data 3
Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operation 4 - 7
Item 8. Financial Statements and Supplementary Data 8 - 22
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure None
6
PART III
The following items are incorporated herein by reference from the indicated
pages of the Registrant's definitive Proxy Statement for its 2000 Annual Meeting
filed pursuant to Regulation 14A of the Securities Exchange Act of 1934.
Item 10. Directors and Executive Officers of the Registrant 3 - 4
In addition, certain information concerning the executive officers
of the Registrant called for in this Item 10 is set forth in the
portion of Part I of this Annual Report on Form 10-K, entitled
"Executive Officers of the Registrant".
Item 11. Executive Compensation 5 - 8
Neither the Report of the Board of Directors and Stock Option Committee
on executive compensation, nor the performance graph included in the
Registrant's definitive Proxy Statement for its 2000 Annual Meeting,
are incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners 2 - 3
and Management
Item 13. Certain Relationships and Related Transactions 4, 5 and 10
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K:
(a)(1) The following consolidated financial statements of Liqui-Box
Corporation and Subsidiaries, included in the Registrant's 1999 Annual
Report, are incorporated by reference in Item 8 and filed as Exhibit 13
to this report. The page numbers indicate the location of the
consolidated financial statements in the Registrant's 1999 Annual
Report.
Consolidated Balance Sheets
--January 1, 2000 and January 2, 1999 8 - 9
Consolidated Statements of Income
--Fifty-two weeks ended January 1, 2000,
Fifty-two weeks ended January 2, 1999 and
Fifty-three weeks ended January 3, 1998 10
Consolidated Statements of Cash Flows
--Fifty-two weeks ended January 1, 2000,
Fifty-two weeks ended January 2, 1999,
Fifty-three weeks ended January 3, 1998 11
Consolidated Statements of Stockholders' Equity
--Fifty-two weeks ended January 1, 2000,
Fifty-two weeks ended January 2, 1999 and
Fifty-three weeks ended January 3, 1998 12 - 13
7
Item 14. (continued)
Notes to Consolidated Financial Statements 14 - 21
Report of Independent Auditors 22
Report of Independent Auditors on Financial Statement Schedules.
The page number indicates the location in this Form 10-K 61
(a)(2) The following consolidated financial statement schedules of
Liqui-Box Corporation and Subsidiaries are included pursuant to Item
14(d). The page number indicates the location in this Form 10-K.
II - Valuation and Qualifying Accounts 10
Schedules other than those listed above are omitted because they are not
required or are not applicable.
(a)(3) Listing of Exhibits - The following exhibits are included
pursuant to Item 14(c). The page number indicates the location
of the exhibit in this Form 10-K.
EXHIBIT NO. DESCRIPTION PAGES
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3A Amended Articles of Incorporation of the Registrant as filed
with the Ohio Secretary of State on December 14, 1995 are
incorporated by reference to the Registrant's Form 10-K for
the fiscal year ended December 30, 1995 filed with the
Securities and Exchange Commission (Exhibit 3A) (File number
0-8514) N/A
3B Code of Regulations as amended of the Registrant are
incorporated by reference to the Registrant's Form 10-Q for
the fiscal quarter ended July 1, 1995 filed with the
Securities and Exchange Commission (Exhibit 3B) (File number
0-8514) N/A
9 Voting Trust and Right of First Refusal Agreement, effective
as of September 29, 1993, by and among Mary Ann Davis, Samuel
B. Davis, as Voting Trustee, and Samuel B. Davis,
individually, is incorporated by reference to Amendment No. 6
to Schedule 13D of Samuel B. Davis filed on March 6, 1995
(Exhibit 1). N/A
10A-C EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
10A 1990 Liqui-Box Stock Option Plan is incorporated by reference
to the Registrant's Form 10-Q for the fiscal quarter ended
June 30, 1990 filed with the Securities and Exchange
Commission ( Exhibit 19(a)) (File number 0-8514). N/A
10B Summary of Profit Participation Program is incorporated by
reference to the Registrant's Form 10-K for the fiscal year
ended January 2, 1993 filed with the Securities and Exchange
Commission (Exhibit 10E) (File number 0-8514). N/A
10C Executive Deferred Compensation Plan 15 - 34
13 Annual Report to Stockholders for the fiscal year ended
January 1, 2000 36 - 59
21 Subsidiaries of the Registrant 60
23 Independent Auditors' Consent and Report on Schedule (Deloitte
& Touche LLP) 61
24 Powers of Attorney 62 - 69
27 Financial Data Schedule 70
(b) No report on Form 8-K was filed during the fourteen weeks
ended January 1, 2000.
8
(c) Exhibits filed with this Annual Report on Form 10-K are
attached hereto. See Index to Exhibits at page 13.
(d) Financial Statement Schedules -- See Item 14.(a)(2)
9
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(amounts rounded to the nearest thousand dollars)
LIQUI-BOX CORPORATION AND SUBSIDIARIES
Column A Column B Column C Column D Column E
Additions
------------------------
Balance at Charged to Charged Balance at
Beginning Costs and to Other End of
Description of Period Expenses Accounts Deductions (1) Period
- ------------------------------ ---------- ------------------------- -------------- ----------
Reserves deducted from assets:
Fifty-two weeks ended
January 1, 2000:
Allowance for
doubtful accounts $ 946,000 $ 209,000 $ (425,000) $ 730,000
Fifty-two weeks ended
January 2, 1999:
Allowance for
doubtful accounts $ 933,000 $ 384,000 $ (371,000) $ 946,000
Fifty-three weeks ended
January 3, 1998:
Allowance for
doubtful accounts $ 742,000 $ 685,000 $ (494,000) $ 933,000
(1) Uncollectible accounts written off, net of recoveries and other adjustments.
10
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
LIQUI-BOX CORPORATION
Date: 3/29/00 By: *Samuel B. Davis
--------------------------------- ---------------------------------
Samuel B. Davis
Chairman of the Board, Chief
Executive Officer, Treasurer and
Director
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 and on the dates indicated.
Date: 3/29/00 By: *Samuel B. Davis
---------------------------------- ---------------------------------
Samuel B. Davis
Chairman of the Board,
Chief Executive Officer,
Treasurer and Director
Date: 3/29/00 By: *Samuel N. Davis
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Samuel N. Davis
Director
Date: 3/29/00 By: *Robert S. Hamilton
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Robert S. Hamilton
Director
Date: 3/29/00 By: *Charles R. Coate
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Charles R. Coate
Director
Date: 3/29/00 By: *C. William McBee
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C. William McBee
President, Chief Operating
Officer, Director
and Secretary
Date: 3/29/00 By: *Carl J. Aschinger, Jr.
---------------------------------- ---------------------------------
Carl J. Aschinger, Jr.
Director
Date: 3/29/00 By: *Russell M. Gertmenian
---------------------------------- ---------------------------------
Russell M. Gertmenian
Director
Date: 3/29/00 By: *Paul J. Maynard
---------------------------------- ---------------------------------
Paul J. Maynard
Director of Finance
11
Date: 3/29/00 By: /s/ Paul J. Maynard
---------------------------------- ---------------------------------
Paul J. Maynard
Attorney in Fact
12
Index to Exhibits
Listing of Exhibits - The following exhibits are included in Item 14(c). The
page number indicates the location of the exhibit in this Form 10-K.
Exhibit No. Description Pages
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3A Amended Articles of Incorporation of the Registrant as filed with the
Ohio Secretary of State on December 14, 1995 are incorporated by
reference to the Registrant's Form 10-K for the fiscal year
ended December 30, 1995 filed with the Securities and Exchange
Commission (Exhibit 3A) (File number 0-8514) N/A
3B Code of Regulations as amended of the Registrant are
incorporated by reference to the Registrant's Form 10-Q for
the fiscal quarter ended July 1, 1995 filed with the
Securities and Exchange Commission (Exhibit 3B) (File number
0-8514) N/A
9 Voting Trust and Right of First Refusal Agreement, effective
as of September 29, 1993, by and among Mary Ann Davis, Samuel
B. Davis, as Voting Trustee, and Samuel B. Davis,
individually, is incorporated by reference to Amendment No. 6
To Schedule 13D of Samuel B. Davis filed on March 6, 1995
(Exhibit 1). N/A
10A 1990 Liqui-Box Stock Option Plan is incorporated by reference
to the Registrant's Form 10-Q for the fiscal quarter ended
June 30, 1990 filed with the Securities and Exchange
Commission ( Exhibit 19(a)) (File number 0-8514). N/A
10B Summary of Profit Participation Program is incorporated by
reference to the Registrant's Form 10-K for the fiscal year
ended January 2, 1993 filed with the Securities and Exchange
Commission (Exhibit 10E) (File number 0-8514). N/A
10C Executive Deferred Compensation Plan 15 - 34
13 Annual Report to Stockholders for the fiscal year ended
January 1, 2000 36 - 59
21 Subsidiaries of the Registrant 60
23 Independent Auditors' Consent and Report on Schedule (Deloitte
& Touche LLP) 61
24 Powers of Attorney 62 - 69
27 Financial Data Schedule 70
13