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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
/X/ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM _______________________ TO ______________________
COMMISSION FILE NUMBER 1-7558
LAWTER INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-1370818
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
990 SKOKIE BOULEVARD, NORTHBROOK, ILLINOIS 60062
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (708) 498-4700
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
- ----------------------------- -----------------------------
COMMON STOCK, $1.00 PAR
VALUE PER SHARE NEW YORK STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
(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. / /
AS OF FEBRUARY 14, 1994, 44,815,251 COMMON SHARES WERE OUTSTANDING. THE
AGGREGATE MARKET VALUE OF THE COMMON SHARES (BASED UPON THE FEBRUARY 14, 1994
CLOSING PRICE OF THESE SHARES ON THE NEW YORK STOCK EXCHANGE) OF LAWTER
INTERNATIONAL, INC. HELD BY NON-AFFILIATES WAS APPROXIMATELY $345 MILLION.
DOCUMENTS INCORPORATED BY REFERENCE
ANNUAL REPORT TO STOCKHOLDERS FOR THE YEAR ENDED DECEMBER 31, 1993 -- PARTS I,
II AND IV.
PROXY STATEMENT TO STOCKHOLDERS FOR THE 1994 ANNUAL MEETING -- PART III.
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TABLE OF CONTENTS
FORM 10-K
ITEM NO. NAME OF ITEM PAGE
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Part I
Item 1. Business.................................................................................... 2
Item 2. Properties.................................................................................. 4
Item 3. Legal Proceedings........................................................................... 5
Item 4. Submission of Matters to a Vote of Security Holders......................................... 5
Item 4A. Executive Officers of the Registrant........................................................ 5
Part II
Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters................... 5
Item 6. Selected Financial Data..................................................................... 5
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations....... 5
Item 8. Financial Statements and Supplementary Data................................................. 5
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure........ 6
Part III
Item 10. Directors and Executive Officers of the Registrant.......................................... 6
Item 11. Executive Compensation...................................................................... 6
Item 12. Security Ownership of Certain Beneficial Owners and Management.............................. 6
Item 13. Certain Relationships and Related Transactions.............................................. 6
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K............................. 6
Report of Independent Public Accountants on Schedules and Consent of
Independent Public Accountants........................................................................ 9
Signatures.............................................................................................. 12
PART I
ITEM 1. BUSINESS.
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS--
INDUSTRY SEGMENTS.
The Company is engaged predominantly in a single industry--specialty
chemicals. Reference is made to Note 8 in the Company's 1993 Annual Report to
Stockholders (hereby incorporated by reference) for information on the amounts
of revenue, operating profit and identifiable assets for the industry segment.
NARRATIVE DESCRIPTION OF BUSINESS--
PRINCIPAL PRODUCTS.
Reference is made to the General Nature and Scope of Business on page 4 in
the Company's 1993 Annual Report to Stockholders (hereby incorporated by
reference) for information on the description of the principal products.
The Company manufactures and warehouses its products in seven plants in the
United States and in ten plants in foreign countries, i.e. Belgium, Canada,
China, Denmark, England, France, Germany, Ireland, Singapore and Spain. Products
are sold primarily by Company employed salesmen.
Reference is made to the Sales by Product Group on page 4 in the Company's
1993 Annual Report to Stockholders (hereby incorporated by reference) for
information with respect to the approximate percentages of total sales of the
Company during the three fiscal years ended December 31, 1993, attributable to
each principal product category.
RAW MATERIALS.
The basic ingredients of the Company's products are purchased from others,
including larger chemical firms. Such ingredients are in adequate supply and are
expected to remain so. A portion of the Company's resin production is used by it
in the manufacture of ink vehicles.
PATENTS.
The Company owns certain patents on its products, but no single patent is
considered to be materially important to its business.
SEASONAL INFLUENCES.
The business of the Company is not in any material respect subject to
seasonal influences.
BACKLOG.
Since the Company generally fills orders for its products out of current
inventories, there is no significant backlog of orders at any time.
CUSTOMERS.
The Company sells its products to both large and small ink companies. Lawter
is a major supplier of printing ink vehicles and resins for printing inks and,
therefore, sells substantial quantities to the larger ink companies around the
world. The Company believes the five largest ink companies are, in alphabetical
order, BASF, Coates/Lorilleux, Dianippon Ink and Chemicals, Sicpa and Toyo.
Lawter sells a variety of specialized products to each of their numerous
companies, subsidiaries or branches in various countries, where the purchasing
decisions normally are made. Dianippon Ink and Chemicals is Lawter's largest
multilocation customer with eighteen percent of consolidated net sales for the
most recently completed fiscal year.
2
COMPETITION.
The Company encounters keen competition in the conduct of its business.
Industry data indicating the relative ranking of competitive companies is not
available. The Company competes with several other independent producers of
printing ink vehicles and slip additives. The larger printing ink manufacturers
produce some of the vehicles required in their own operations, although
generally they do not sell vehicles in competition with the Company. The Company
is considered to be one of the medium sized to smaller producers of synthetic
and hydrocarbon resins. Several other producers of synthetic and hydrocarbon
resins are large chemical companies with much greater total sales and resources
than those of the Company. The Company is one of several manufacturers of
fluorescent pigments and one of numerous manufacturers of fluorescent coatings
which compete in the world market with numerous large and small producers of
organic pigments and coatings. In the sale of thermographic products and
rota-matic machines, the Company encounters competition from producers of all
types of printing equipment, from engravers and from other producers of
thermographic and rota-matic equipment and printing supplies.
In the sale of its principal products, printing ink vehicles, slip
additives, and synthetic and hydrocarbon resins, the Company's principal methods
of meeting competition are in the areas of product performance and service. The
Company specializes in products prepared primarily for specific end uses such as
vehicles used in printing inks having particular characteristics, including fast
setting and mar resistant inks, and ink systems designed to reduce air pollution
and resins used in the production of specialty inks, plastics and protective
coatings. The Company is capable of fulfilling the requirements of customers
either from inventories or from production runs on relatively short notice.
The Company has approximately 150 competitors in the sale of its line of
printing ink vehicles and slip additives, and approximately 70 competitors in
the sale of its synthetic and hydrocarbon resins.
RESEARCH.
During the fiscal years ended December 31, 1993, 1992 and 1991, the Company
spent approximately $4,423,000, $4,093,000 and $3,883,000, respectively, on
research activities relating to the development of new products and the
improvement of existing products.
ENVIRONMENTAL MATTERS.
Environmental laws regulate the discharge of materials into the environment
and may require the Company to remove or minimize the environmental effects of
the disposal of waste. Environmental expenditures are expensed or capitalized
depending upon their future economic benefit. Expenditures that relate to an
existing condition caused by past operations and that have no future economic
benefits are expensed. Liabilities are recorded when environmental assessment
and/or remediation is probable and the costs can be reasonably estimated.
During 1993, the Company expensed $3,405,000 for voluntary waste disposal
and $3,145,000 for refurbishing and cleaning waste water treatment facilities.
Expenditures for environmental matters during the fiscal years ended December
31, 1992 and 1991 were not material to the consolidated financial statements of
the Company.
It has been and is the Company's policy voluntarily to install equipment
deemed necessary to control the discharge of pollutants into the environment.
The Company has recently voluntarily installed or is in the process of
installing numerous in-line incinerators/after-burners at its major
manufacturing facilities in order to minimize the generation of vapor, liquid or
solid waste. The Company believes that its facilities and products comply in all
material respects with applicable environmental regulations and standards.
The Company believes that compliance with the environmental, Federal, state
and local laws has had no material effect upon the capital expenditures or
competitive position of the Company. Environmental capital expenditures in 1994
are not anticipated to be material. The Company does not believe, based on
information available at this time, that the level of future expenditures for
environmental matters will have a material effect on its consolidated financial
position.
3
EMPLOYEES.
At December 31, 1993, the Company had 537 employees.
FOREIGN SALES--
Reference is made to Note 8 in the Company's 1993 Annual Report to
Stockholders (hereby incorporated by reference) for this information.
ITEM 2. PROPERTIES.
Information with respect to the principal properties, all of which are of
masonry and metal clad construction, in which the Company's operations are
conducted is as follows:
APPROXIMATE
FLOOR AREA
(SQUARE PRINCIPAL PRODUCTS OWNED OR
LOCATION FEET) OR ACTIVITIES LEASED
- --------------------------------------- ------------ ----------------------------------------------- ---------
Northbrook, Illinois 16,000 Corporate headquarters Owned
Bell, California 15,000 Printing ink vehicles Leased
Warehouse
La Vergne, Tennessee 27,000 Printing ink vehicles Owned
Warehouse
South Kearny, New Jersey 42,000 Printing ink vehicles Owned
Warehouse
Pleasant Prairie, Wisconsin (2) 232,000 Printing ink vehicles and slip additives Owned
Synthetic resins
Research facilities
Warehouse
Moundville, Alabama 250,000 Synthetic and hydrocarbon resins (1)
Warehouse
Skokie, Illinois 66,000 Fluorescent pigments and coatings Owned
Slip additives
Thermographic compounds
Research facilities
Warehouse
Plainfield, New Jersey 30,000 Thermographic and rota-matic equipment Owned
Warehouse
Lokeren, Belgium 109,000 Printing ink vehicles and slip additives Owned
Synthetic resins
Research facilities
Warehouse
Rexdale, Ontario, Canada 66,000 Printing ink vehicles and slip additives Owned
Synthetic resins
Warehouse
Tanggu, Peoples Republic of China 40,000 Printing ink vehicles Owned
Synthetic resins
Warehouse
Koge, Denmark 14,000 Printing ink vehicles Owned
Warehouse
Bicester, Oxon, England 38,000 Printing ink vehicles Owned
Fluorescent pigments
Warehouse
Orly, France 16,000 Printing ink vehicles Leased
Warehouse
Frechen, Germany 17,000 Printing ink vehicles Leased
Warehouse
Waterford, Ireland 97,000 Synthetic resins Owned
Jurong Town, Singapore 10,000 Printing ink vehicles Owned
Warehouse
Barcelona, Spain 12,000 Printing ink vehicles Leased
Warehouse
<FN>
- ------------------------
(1) The Moundville, Alabama plant is leased as described in Note 7 in the
Company's 1993 Annual Report to Stockholders (hereby incorporated by
reference).
(2) The Pleasant Prairie, Wisconsin plant includes 116,000 square feet for the
new resin facility expected to be operational in the second quarter of
1994.
4
ITEM 3. LEGAL PROCEEDINGS.
Reference is made to Note 9 in the Company's 1993 Annual Report to
Stockholders (hereby incorporated by reference) for this information.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were no matters submitted to a vote of security holders in the fourth
quarter of the year ended December 31, 1993.
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT.
Information with respect to the executive officers of the Company, all of
whose terms will expire at the annual meeting of the Board of Directors in April
1994, is as follows:
YEAR
NAME POSITION AGE ELECTED
- ------------------------------------------------ ------------------------------- --- -------
Daniel J. Terra................................. Chairman of the Board and Chief
Executive Officer 82 1958
Richard D. Nordman.............................. President and
Chief Operating Officer 47 1986
Richard A. Hacker............................... Vice President 58 1974
Ludwig P. Horn.................................. Vice President 64 1980
John P. Jilek................................... Vice President 42 1989
Hermann Mueller................................. Vice President 52 1980
John P. O'Mahoney............................... Vice President 37 1993
William S. Russell.............................. Vice President, 1987
Treasurer and 1982
Secretary 45 1986
Mr. Jilek served as European General Manager with the Company from
1985-1989. Mr. O'Mahoney served as European General Manager from 1990-1993 and
European Controller prior to 1990.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
Reference is made to the Market Price and Quarterly Dividend Statistics for
Common Stock on page 1 in the Company's 1993 Annual Report to Stockholders
(hereby incorporated by reference) for this information.
ITEM 6. SELECTED FINANCIAL DATA.
Reference is made to the Ten Year Financial Summary (1984-1993) on pages 8
and 9 in the Company's 1993 Annual Report to Stockholders (hereby incorporated
by reference) for information on selected financial data. This referenced
section should be read in conjunction with the Consolidated Financial Statements
and Notes (hereby incorporated by reference) in the Company's 1993 Annual Report
to Stockholders, pages 10 to 19.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Reference is made to the Management's Discussion and Analysis on pages 6 and
7 in the Company's 1993 Annual Report to Stockholders (hereby incorporated by
reference) for this information.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Financial statements and supplementary data are included in this Form 10-K
Annual Report as indicated in Item 14 on pages 6 and 7. Those portions of the
Lawter International, Inc. and Subsidiaries' 1993 Annual Report to Stockholders
listed under the caption "Consolidated Financial Statements" in
5
Item 14 are hereby incorporated by reference. Reference is also made to the
Operating Results by Quarters on page 7 in the Company's 1993 Annual Report to
Stockholders (hereby incorporated by reference) for this information.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
There have been no changes in or disagreements with independent auditors on
accounting and financial disclosure.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Reference is made to the Company's 1994 Proxy Statement under the heading
"ELECTION OF DIRECTORS" (hereby incorporated by reference) and Item 4A
"Executive Officers of the Registrant" in Part I of this Form 10-K for this
information.
ITEM 11. EXECUTIVE COMPENSATION.
Reference is made to the Company's 1994 Proxy Statement under the heading
"Executive Compensation" (hereby incorporated by reference) for this
information.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Reference is made to the Company's 1994 Proxy Statement under the headings
"Principal Holders of Common Stock" and "Security Ownership of Management"
(hereby incorporated by reference) for this information.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Reference is made to the Company's 1994 Proxy Statement under the heading
"Indebtedness of Management" (hereby incorporated by reference) for this
information.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a)1. Consolidated Financial Statements--
PAGE
NUMBER
---------
Balance Sheets as of December 31, 1993 and 1992.................................................. *
Statements of Earnings for the years ended December 31, 1993, 1992 and 1991...................... *
Statements of Cash Flows for the years ended December 31, 1993, 1992 and 1991.................... *
Statements of Stockholders' Equity for the years ended December 31, 1993, 1992 and 1991.......... *
Notes to the Consolidated Financial Statements--December 31, 1993, 1992 and 1991................. *
Report of Independent Public Accountants......................................................... *
<FN>
- ------------------------
* These Consolidated Financial Statements, related Notes and Report of
Independent Public Accountants appearing in the Company's 1993 Annual Report to
Stockholders, pages 10 to 20, which is filed as an exhibit to this Form 10-K,
are incorporated herein by reference.
6
(a)2. Financial Statement Schedules--
PAGE NUMBER
-------------
Report of Independent Public Accountants on Schedules............................................... 9
I. Marketable Securities.................................................................... 10
II. Amounts Receivable from Related Parties.................................................. 10
VIII. Valuation and Qualifying Accounts........................................................ 11
IX. Short-Term Borrowings.................................................................... 11
X. Supplementary Income Statement Information............................................... 11
All other schedules are not submitted because they are not applicable, not
required or the required information is included in the consolidated financial
statements or notes thereto.
(a)3. Exhibits--
(3)(a) Certificate of Incorporation, as amended through April 27, 1993 (incorporated by
reference to Exhibit I of the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1993) (File No. 1-7558).
(b) Bylaws of the Company, as amended through April 28, 1988 (incorporated by
reference to Exhibit II of the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1988) (File No. 1-7558).
(10)(a) Lawter International, Inc. Growth Sharing Plan for Salaried and Office Clerical
Hourly Employees, as amended through January 1, 1989 (incorporated by reference
to Exhibit (10)(a) of the Company's Annual Report on Form 10-K for the year
ended December 31, 1989) (File No. 1-7558).*
(b) 1983 Incentive Stock Option Plan (incorporated by reference to Exhibit 2 of
Registration Statement No. 2-84421).*
(c) Amended and restated Non-Qualified Stock Option Plan (incorporated by reference
to Exhibit A of the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1987) (File No. 1-7558).*
(d) 1992 Non-Qualified Stock Option Plan (incorporated by reference to Exhibit
(10)(d) of the Company's Annual Report on Form 10-K for the year ended December
31, 1992) (File No. 1-7558).*
(e) Employment Agreement, dated February 1, 1992, between the Company and Ludwig P.
Horn (incorporated by reference to Exhibit (10)(e) of the Company's Annual
Report on Form 10-K for the year ended December 31, 1992) (File No. 1-7558).*
(f) Employment Agreement, dated September 26, 1987, between the Company and Richard
D. Nordman (incorporated by reference to Exhibit (10)(g) of the Company's Annual
Report on Form 10-K for the year ended December 31, 1987) (File No. 1-7558).*
(g) Form of Employment Agreements, dated September 26, 1987, between the Company and
Richard A. Hacker, John P. Jilek, Hermann Mueller and William S. Russell
(incorporated by reference to Exhibit (10)(h) of the Company's Annual Report on
Form 10-K for the year ended December 31, 1987) (File No. 1-7558).*
(13) Lawter International, Inc. and Subsidiaries' 1993 Annual Report to Stockholders
(which, except for those portions thereof incorporated by reference in this Form
10-K Annual Report, is furnished for the information of the Commission, but is
not deemed to be "filed" as part of this report).
* These documents constitute all of the management contracts, compensatory plans
or arrangements in which any director or executive officer participates.
7
(21) Subsidiaries of the Company. Reference is made to the Directory on the inside
back cover of the Company's 1993 Annual Report to Stockholders (hereby
incorporated by reference) for a listing of significant subsidiaries.
(23) Consent of Independent Public Accountants (included in this Form 10-K on page
9).
(b) On November 15, 1993, the Company filed an 8-K to report the termination of
the Agreement and Plan of Merger between Lawter International, Inc., Hach
Company and LHM Corporation, a wholly owned subsidiary of Lawter
International, Inc., dated as of August 3, 1993.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
The foregoing undertaking is made in compliance with Form S-8, as amended as
of July 13, 1990, and shall be incorporated by this reference into each Form S-8
of the registrant, including Registration Statements Nos. 33-24859, 33-61506 and
2-84421.
8
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON SCHEDULES
To Lawter International, Inc.:
We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements included in Lawter International, Inc. and
Subsidiaries' 1993 Annual Report to Stockholders incorporated by reference in
this Form 10-K and have issued our report thereon dated February 10, 1994. Our
audit was made for the purpose of forming an opinion on those consolidated
financial statements taken as a whole. The schedules listed in the index on page
7 are the responsibility of the Company's management and are presented for
purposes of complying with the Securities and Exchange Commission rules and are
not part of the basic financial statements. These schedules have been subjected
to the auditing procedures applied in our audit of the basic consolidated
financial statements and, in our opinion, fairly state in all material respects
the financial data required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.
/s/ Arthur Andersen & Co.
ARTHUR ANDERSEN & CO.
Chicago, Illinois,
February 10, 1994
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our reports dated February 10, 1994, included (or incorporated by
reference) in this Annual Report of Lawter International, Inc. and Subsidiaries
on Form 10-K for the year ended December 31, 1993, into the Company's previously
filed Registration Statements on Forms S-3 (File No. 33-24165), S-8 (File No.
33-24859), S-8 (File No. 33-61506) and S-8 (File No. 2-84421).
/s/ Arthur Andersen & Co.
ARTHUR ANDERSEN & CO.
Chicago, Illinois,
March 25, 1994
9
LAWTER INTERNATIONAL, INC. AND SUBSIDIARIES
SCHEDULE I--MARKETABLE SECURITIES
AS OF DECEMBER 31, 1993
(in thousands)
AMOUNT CARRIED
NAME OF ISSUER AND NUMBER OF IN THE
TITLE OF ISSUE SHARES COST MARKET VALUE BALANCE SHEET
- -------------------------------------------------------------- ----------- --------- ------------ ---------------
Hach Company Common Stock(2).................................. 2,526 $ 7,999 $ 53,041(1) $ 18,077
Other Marketable Securities................................... 155 6,104 5,591 5,591
-------
$ 23,668
-------
-------
<FN>
- ------------------------
(1) Based on the closing market price per share as quoted by NASDAQ on
December 31, 1993.
(2) Reference is made to Note 6 in the Company's 1993 Annual Report to
Stockholders (hereby incorporated by reference) for additional information
on the investment in Hach Company Common Stock.
LAWTER INTERNATIONAL, INC. AND SUBSIDIARIES
SCHEDULE II--AMOUNTS RECEIVABLE FROM RELATED PARTIES
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(in thousands)
DEDUCTIONS
BALANCE AT -------------------------- BALANCE AT END OF YEAR
BEGINNING OF AMOUNTS AMOUNTS --------------------------
NAME OF DEBTOR YEAR ADDITIONS COLLECTED WRITTEN OFF CURRENT NOT CURRENT
- ---------------------------------------- ------------- ----------- ----------- ------------- ----------- -------------
December 31, 1993:
Richard D. Nordman(1)................... $ 2,903 $ 436 $ -- $ -- $ 3,339 $ --
December 31, 1992:
Richard D. Nordman(1)................... $ 242 $ 2,922 $ 261 $ -- $ 2,903 $ --
December 31, 1991:
Richard D. Nordman(1)................... $ 169 $ 73 $ -- $ -- $ 242 $ --
Daniel J. Terra(2)...................... -- 353 353 -- -- --
<FN>
- ------------------------
(1) These amounts represent notes receivable (including interest at the
Company's effective rate to borrow funds) reflected in stockholders'
equity which are due within eighteen months after issuance. The Company
holds Common Stock of the Company purchased by Mr. Nordman through the
exercise of stock options as collateral for these notes.
(2) Mr. Terra was authorized to receive, but waived cash compensation of
$450,000. On January 7, 1991, the Board of Directors authorized a loan of
$350,000, at the prime rate of interest, to Mr. Terra which was
subsequently repaid on February 13, 1991.
10
LAWTER INTERNATIONAL, INC. AND SUBSIDIARIES
SCHEDULE VIII--VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(in thousands)
ALLOWANCES FOR DOUBTFUL ACCOUNTS 1993 1992 1991
- ------------------------------------------------------------------------------------------ --------- --------- ---------
Balance at beginning of year.............................................................. $ 632 $ 237 $ 162
Additions (credited)/charged to earnings................................................ 66 436 (29)
Additions/(deductions) for accounts written off, net of recoveries...................... (379) (41) 104
--------- --------- ---------
Balance at end of year.................................................................... $ 319 $ 632 $ 237
--------- --------- ---------
--------- --------- ---------
LAWTER INTERNATIONAL, INC. AND SUBSIDIARIES
SCHEDULE IX--SHORT-TERM BORROWINGS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(in thousands)
MAXIMUM AVERAGE WEIGHTED
WEIGHTED AMOUNT AMOUNT AVERAGE
BALANCE AT AVERAGE OUTSTANDING OUTSTANDING INTEREST RATE
CATEGORY OF AGGREGATE END OF INTEREST DURING THE DURING THE DURING THE
SHORT-TERM BORROWINGS PERIOD RATE PERIOD PERIOD (1) PERIOD (2)
- -------------------------------------------------- ----------- ----------- ----------- ----------- ---------------
December 31, 1993:
Bank Borrowings................................... $ 20,044 3.82% $ 20,513 $ 5,442 3.78%
December 31, 1992:
Bank Borrowings................................... $ 8,011 3.92% $ 13,681 $ 5,355 4.96%
December 31, 1991:
Bank Borrowings................................... $ 10,457 5.65% $ 10,457 $ 3,171 5.81%
The Company borrows against a $25,000,000 open line of credit.
<FN>
- ------------------------
(1) Based on the daily average outstanding principal during the period.
(2) Computed by dividing total interest expensed for the period by the average
principal outstanding for the period.
LAWTER INTERNATIONAL, INC. AND SUBSIDIARIES
SCHEDULE X--SUPPLEMENTARY INCOME STATEMENT INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(in thousands)
CHARGED TO COSTS AND EXPENSES
-------------------------------
ITEM 1993 1992 1991
- ------------------------------------------------------------------------------------- --------- --------- ---------
Maintenance and repairs.............................................................. $ 2,770 $ 2,707 $ 2,829
--------- --------- ---------
--------- --------- ---------
<FN>
- ------------------------
NOTE: Amortization of intangible assets, taxes other than payroll and income
taxes, royalties and advertising costs charged to costs and expenses
during the years 1993, 1992 and 1991 did not exceed one percent of total
sales.
11
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.
______LAWTER INTERNATIONAL, INC.______
(Registrant)
/s/ Daniel J. Terra
--------------------------------------
Daniel J. Terra
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
/s/ William S. Russell
--------------------------------------
William S. Russell
Vice President, Treasurer and
Secretary
(Principal Financial and Accounting
Officer)
Date: March 25, 1994
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:
/s/ Leonard P. Judy
--------------------------------------
Leonard P. Judy, March 25, 1994
Director
/s/ Richard D. Nordman
--------------------------------------
Richard D. Nordman, March 25, 1994
Director
/s/ Fred G. Steingraber
--------------------------------------
Fred G. Steingraber, March 25, 1994
Director
/s/ Daniel J. Terra
--------------------------------------
Daniel J. Terra, March 25, 1994
Director
Registrant's 1993 Annual Report
to Stockholders, some portions
of which have been incorporated
by reference in this Form 10-K,
has been previously sent to
each stockholder and was
included with this report to
the Securities and Exchange
Commission.
12