- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED FEBRUARY 28, 1994
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NO. 1-8797
---------------------
HELENE CURTIS INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-3398349
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
325 NORTH WELLS STREET, CHICAGO, 60610
ILLINOIS (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (312) 661-0222
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
- -------------------------------------- ----------------------
Common Stock-$.50 par value New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
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 THE 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. [ ]
AGGREGATE MARKET VALUE OF COMMON STOCK (PAR VALUE $.50 PER SHARE) HELD BY
NON-AFFILIATES OF THE REGISTRANT ON MAY 25, 1994 BASED ON THE CLOSING PRICE AS
REPORTED IN THE WALL STREET JOURNAL ON MAY 25, 1994: APPROXIMATELY $171,532,681.
NUMBER OF SHARES OF COMMON STOCK (PAR VALUE $.50 PER SHARE) OUTSTANDING AS
OF MAY 25, 1994: 6,806,791.
NUMBER OF SHARES OF CLASS B COMMON STOCK (PAR VALUE $.50 PER SHARE)
OUTSTANDING AS OF MAY 25, 1994: 3,072,669 (SUCH SHARES ARE GENERALLY
NON-TRANSFERABLE, BUT ARE CONVERTIBLE SHARE-FOR-SHARE INTO COMMON STOCK).
THE PROXY STATEMENT FILED ON MAY 25, 1994, FOR THE ANNUAL MEETING OF
STOCKHOLDERS SCHEDULED FOR JUNE 28, 1994, IS PARTIALLY INCORPORATED BY REFERENCE
INTO PART III, ITEMS 10, 11, 12 AND 13; AND PART IV, ITEM 14, EXCLUDING THE
SECTIONS ENTITLED "COMPENSATION COMMITTEE REPORT" AND "COMPENSATION STOCK
PERFORMANCE" AND THE ANNUAL REPORT TO STOCKHOLDERS FOR THE FISCAL YEAR ENDED
FEBRUARY 28, 1994 IS PARTIALLY INCORPORATED BY REFERENCE INTO PART I, PART II
AND PART IV, ITEM 14.
EXHIBIT INDEX IS LOCATED AT PAGE 14.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
-2-
DOCUMENTS INCORPORATED BY REFERENCE
Part I
- Business Segments Page 32, Note 11 of the
Annual Report to
Stockholders for the
fiscal year ended
February 28, 1994.
Part II
Item 5 - Market for the Registrant's Page 18 of the Annual
Common Stock and Related Report to Stockholders for
Stockholder Matters the fiscal year ended
February 28, 1994.
Item 6 - Selected Financial Data Pages 18-19 of the Annual
Report to Stockholders for
the fiscal year ended
February 28, 1994.
Item 7 - Management's Discussion and Pages 20-21 of the Annual
Analysis of Financial Report to Stockholders for
Condition and Results of the fiscal year ended
Operations February 28, 1994.
Item 8 - Financial Statements and Pages 22-32 of the Annual
Supplementary Data Report to Stockholders for
the fiscal year ended
February 28, 1994.
Part III
Item 10 - Directors and Executive Pages 6-7 and 21-22 of the
Officers of the Registrant Proxy Statement for the
Company's Annual
Stockholders' Meeting to be
held June 28, 1994.
-3-
Item 11 - Executive Officer Compensation Pages 9-11 of the Proxy
Statement for the Company's
Annual Stockholders'
Meeting to be held June 28,
1994, but excluding
information contained under
"Compensation Committee
Report on Executive
Compensation".
Item 12 - Security Ownership of Pages 2-5 of the Proxy
Certain Beneficial Owners Statement for the Company's
and Management Annual Stockholders'
Meeting to be held
June 28, 1994.
Item 13 - Certain Relationships and Pages 14 and 16 of the Proxy
Related Transactions Statement for the Company's
Annual Stockholders'
Meeting to be held
June 28, 1994.
Part IV
Exhibits, Financial Statement Exhibits as specified in
Schedules and Reports on Form 8-K. Item 14.
-4-
Part I
ITEM 1. BUSINESS
GENERAL
Helene Curtis Industries, Inc. (together with its subsidiaries, the
"Company") is a holding company incorporated in Delaware on April 16, 1984,
whose principal subsidiary, Helene Curtis, Inc., has been operating since
January, 1928.
The Company develops, manufactures and markets personal care products
consisting primarily of consumer brand name hair and skin care products and
antiperspirants and deodorants. The Company is one of the largest sellers of
hair care products in the United States, mainly due to its Suave, Finesse, Salon
Selectives and Vibrance hair care brands.
The Company is also the fourth leading seller in the United States of
antiperspirant/deodorant products through its Degree and Suave brands and the
third leading seller of hand and body lotion products through its Suave brand.
The Company also develops, manufactures and markets professional hair care
products for use and resale by licensed cosmetologists. The Company's Quantum
permanent wave is the leading permanent wave brand sold to licensed
cosmetologists in the United States.
The Company's products, particularly its Finesse and Salon Selectives
brands, are among the market leaders in most countries where the Company has an
operating subsidiary and have been introduced through licensees and others in
over 100 countries throughout the world. Sales of the Company's products
outside the U.S. account for approximately 35 percent of annual volume.
PRODUCTS
U.S. CONSUMER PRODUCTS
The Company markets a wide variety of hair care products to consumers under
the Suave, Finesse, Salon Selectives and Vibrance brand names. It markets
antiperspirants/deodorants under the Suave and Degree brand names and skin care
products under the Suave brand name.
The Company targets its Suave products to those consumers who desire a high
quality product priced considerably below premium-priced lines. This
positioning has proven successful as Suave is both the best-selling shampoo and
the best-selling conditioner in the United States in terms of units sold. The
Company sells Suave shampoo, Suave conditioner and Suave styling aids for this
price-value segment of the market.
-5-
Finesse, the sixth largest hair care brand in the United States on a
dollar-sales basis, is marketed as a premium priced line of products. Finesse
conditioner, relying on a unique patented formulation, was launched in 1982 and
Finesse shampoo was introduced in 1983. The Company also sells Finesse styling
aids, including hair spray, gel and mousse.
The Company's Salon Selectives line of consumer shampoos, conditioners and
styling aids is marketed to consumers who are interested in purchasing products
which were traditionally available only in beauty salons and which can be
customized to their hair and lifestyle needs. Salon Selectives, introduced in
1987, is the third largest brand of hair care products on a dollar-sales basis,
in the United States.
The Company also markets Vibrance hair care products, targeted toward
consumers who desire healthy looking hair.
The Company's Degree antiperspirant/deodorant products were introduced in
1990. The Degree antiperspirant products provide the consumer with additional
odor and wetness protection in response to rises in the consumer's body heat.
The Company's Suave antiperspirant/deodorant products are targeted to the price-
value segment of the market. With its Degree and Suave brands, the Company
ranks fourth in antiperspirant/deodorant sales in the United States.
The Company ranks third in the category of hand and body lotion products in
the U.S. in units sold. The Company sells these products under its Suave brand.
The Company also markets a line of Suave facial care products, which build on
Suave's brand equity and reputation of offering quality products at a value
price.
U.S. PROFESSIONAL PRODUCTS
The Company develops and markets a wide range of permanent waves and other
hair care products to licensed cosmetologists for use in beauty salons and for
resale to consumers through salons. Since its founding, the Company has been a
technological leader in this industry, pioneering, among other things, the
"cold" permanent wave, which is safer and more effective than prior methods of
waving hair. Its Quantum permanent wave is applicable for all hair types and is
the best selling permanent wave brand for professional use in the United States.
During the fiscal year ended February 28, 1994, the Company obtained a patent
for a permanent wave marketed under the ISO brand which allows cosmetologists to
perm hair without damage.
The Company markets numerous professional product lines, including the
following: Quantum, Naturelle and Hair Specifics hair care products and ISO,
Catio Therm, Post Impressions, One Better, Impact, Even Heat, Fine Solutions and
Luxuriance permanent waves.
-6-
INTERNATIONAL PRODUCTS
The Company's products are sold in over 100 countries through wholly-owned
operating subsidiaries in Australia, Canada, Italy, Japan, New Zealand, Sweden
(serving Scandinavia) and the United Kingdom and through licensees and
authorized distributors in other countries and through export sales from the
United States. The Company is among the market leaders in the consumer hair
care business in each market in which it has a subsidiary, except Italy, where
the business has focused on the sale of professional products.
The Company has introduced Degree antiperspirant/deodorant in Canada,
Australia, New Zealand and Scandinavia.
In addition, in some markets, the Company's subsidiaries have developed and
introduced their own brands. For example, during the fiscal year ended
February 28, 1994, the Company's Japanese subsidiary completed the introduction
of Program, a hair care line targeted to women with damaged hair.
The Company's international business is subject to all the risks inherent
in foreign operations in foreign countries. The sales, operating profit and
identifiable assets attributable to each geographic area for the fiscal years
ended in February 1994, 1993 and 1992 are set forth in Note (11) of the Notes to
the Consolidated Financial Statements, which Note is incorporated herein by
reference.
COMPETITION
The markets for the Company's products are intensely competitive and
sensitive to changing consumer preferences and demands. They are characterized
by frequent introductions of competitive products, often accompanied by major
advertising and promotional programs which can significantly affect sales and
earnings of the product sponsor and its competitors. The Company competes
primarily on the basis of product quality, price and brand name recognition
built by advertising and promotion.
At least ten domestic manufacturers, some of which are highly diversified
and have significantly greater financial resources than the Company, can be
regarded as major competitors in the United States and throughout the world.
The Company is a significant competitor in its industry.
MARKETING
The Company competes in businesses where growth is achieved largely by
gaining market share at the expense of competitors. Accordingly, the Company
maintains an aggressive strategy utilizing substantial television advertising,
consumer promotion and merchandising support of existing brands, coupled with
periodic major investments in new products and line extensions of established
brand names. During the fiscal years ended in February 1994, 1993 and 1992, the
Company's advertising and media expenses were approximately $152.3 million,
$147.6 million and $132.5 million, respectively.
-7-
The Company believes there is substantial consumer recognition for its
major brands and that this recognition is a meaningful contributor to its sales.
Significant and repeated advertising and promotion serve to build and retain a
brand's position in the marketplace. In order for a brand's position to be
sustained for many years, as in the case of the Suave brand which has been
marketed for nearly 60 years, product formulas and packaging must continue to be
improved. In addition, major advertising expenditures are necessary from time
to time to maintain the brand's market share. Although these expenditures may
impact the Company's earnings in the year in which they are made, to the extent
that they sustain a brand's position, they support the Company's growth.
New product development also plays a significant role in the Company's
marketing strategy. The Company relies on its market research and new product
development groups to identify consumer needs, to foresee shifts in consumer
preferences and to assess the competitive marketplace. The successful
introduction of any new product is largely dependent on product positioning,
product quality and innovation, packaging, advertising and promotional support
and the level of competitive activity. In view of the intensely competitive
industry in which the Company competes, new product introductions require
substantial advertising and promotional expenditures which are made at a
proportionally higher rate relative to sales than expenditures for well-
established products. Although these expenditures materially impact earnings in
the particular period in which they are made, they foster the Company's growth
well beyond that period if the new product is ultimately successful.
CUSTOMERS AND DISTRIBUTION
In the United States, the Company's products are distributed through
wholesalers and directly to major drug chains, mass merchandisers and food
outlets and major chains of beauty salons. In international markets, the
Company's products are manufactured and marketed through a network of
subsidiaries, licensees and distributors.
Approximately 13% of the Company's net sales for the fiscal year ended
February 28, 1994 were to one customer. None of the Company's customers has any
continuing contractual obligations to make purchases from the Company.
TRADEMARKS AND PATENTS
The Company markets its products under a number of trademarks and trade
names (e.g., Helene Curtis, Suave, Finesse, Salon Selectives, Degree, Vibrance
and Quantum) which are registered in the United States and many foreign
countries. The Company's position in the marketplace is dependent upon the
goodwill engendered in these trademarks as well as in the individual performance
and price of products using them. The Company considers trademark protection to
be of material importance to its business.
The Company is not materially dependent on any patent, license, franchise
or concession, whether owned by or licensed to the Company. Although the
Company owns certain patents, the loss of any patent would not have a materially
adverse effect on the Company's operations as a whole.
-8-
RESEARCH AND DEVELOPMENT
The Company is continuously engaged in the development of new products and
maintains an extensive laboratory facility for such purpose. The Company relies
principally on its experience in the personal care business in formulating new
products and maintains a staff of approximately 240 people for research and
development. The Company expended $22.5 million, $22.0 million and
$18.7 million during the fiscal years ended in February 1994, 1993 and 1992,
respectively, on research activities relating to the development of new products
and the improvement of existing personal care products.
REGULATION
Government regulation has not materially restricted or impeded the
Company's operations. Certain of the Company's products are subject to
regulation under the Federal Food, Drug and Cosmetic Act and the Fair Packaging
and Labeling Act. The Company is also subject to regulation by the Federal
Trade Commission with respect to the content of its advertising, its trade
practices and other matters.
EMPLOYEES
The Company currently employs approximately 3,500 employees. Virtually all
the Company's employees are non-union. The Company considers its relationship
with its employees to be good.
MANUFACTURING AND SUPPLIES
Most of the Company's products are manufactured, filled and packaged by the
Company at its facilities in Chicago, Illinois and the City of Industry,
California, as well as at its subsidiary operation in New Zealand. See
"Properties." Some of the Company's products sold in the United States or by
its international subsidiaries are manufactured by outside contractors, none of
which manufactures a significant portion of the Company's output.
Raw materials used in the Company's products are available from several
sources. If any single supplier should be unable to furnish materials, the
Company believes that other sources could be obtained without material
disruption to or other adverse effect upon its business.
BACKLOG
As the Company manufactures and ships its products against orders received
in a relatively short period of time thereafter, the dollar amount of backlog
orders at any given date, or from year to year, is not a material element in the
Company's business.
-9-
ITEM 2. PROPERTIES
The principal office of the Company is located at 325 North Wells Street in
Chicago, Illinois. The office building, which has approximately 120,000 square
feet of space used by the Company, was purchased in 1981 and rehabilitated by
the Company.
The Company owns its principal manufacturing plant, which comprises
approximately 315,000 square feet, and is located at 4401 West North Avenue,
Chicago, Illinois. The Company owns a connecting building and land of
approximately 60,500 square feet. An additional 238,000 square feet of land and
building adjacent to said plant is leased until 1996. This lease contains five
renewal options of five years each, giving the Company the right to extend the
term to 2021.
The Company owns approximately 12 acres of property in Chicago adjacent to
its principal manufacturing facility. This property includes a building of
approximately 587,000 square feet, which is used for offices, manufacturing and
warehousing. Approximately one-third of the building has been leased to its
former owner for a ten-year period ending in 2001.
The Company owns its principal warehouse and distribution facility,
comprising approximately 376,000 square feet of building on 32.5 acres of land,
located in Chicago, Illinois. This facility became fully operational in 1989.
The Company also owns a warehouse facility comprising approximately 475,000
square feet of building space on 10.5 acres of land at 1657 N. Kilpatrick
Avenue, Chicago, Illinois. Additional warehouse and shipping facilities are
located at the Company's principal manufacturing plant.
The Company owns a 128,000 square foot manufacturing and warehousing
facility in the City of Industry, California, which was constructed in 1982. In
addition, in 1989, the Company purchased 8.36 acres of property, including an
industrial building of approximately 150,000 square feet, adjacent to the
facility.
In July 1992, the Company agreed to lease an approximately 151,000 square
foot facility located in Rolling Meadows, Illinois until 2012. The building
includes offices and laboratories which will be used to accommodate the
Company's existing research and development facility at 4401 West North Avenue.
The relocation, expected to take place by January 1995, will allow for the
expansion of the Company's principal manufacturing and operations facility. The
lease contains ten (10) renewal options of five (5) years each, giving the
Company the right to extend the term until 2062.
The Company also leases or owns other smaller properties and facilities in
various locations in the United States and in foreign countries.
Although some of the Company's manufacturing plants were constructed a
number of years ago, such plants, together with newer additions, are, in the
opinion of management, deemed to be in good condition and sufficient for the
Company's current needs.
-10-
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings involving the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted during the fourth quarter of fiscal 1994 to
a vote of security holders.
Information with respect to Executive Officers is given below:
EXECUTIVE OFFICERS:
Title Name Age
----- ---- ---
Chairman of the Board Gerald S. Gidwitz 87
Vice Chairman of the Board Joseph L. Gidwitz 89
President and Chief Executive
Officer Ronald J. Gidwitz 49
Executive Vice President and
Chief Operating Officer Michael Goldman 57
Executive Vice President Gilbert P. Smith 57
Senior Vice President Charles G. Cooper 66
Senior Vice President Colin J. Morgan 58
Vice President Richard W. Frank 50
Vice President Thomas J. Gildea 50
Vice President V. James Marino 44
Vice President Robert K. Niles 49
Vice President and
Corporate Controller Mary J. Oyer 45
Vice President Robert Sack 57
Vice President,
Secretary and General Counsel Roy A. Wentz 44
Vice President Eugene Zeffren 52
Treasurer Arthur A. Schneider 47
-11-
Foreign-Based Officers:
President and Managing Director,
Helene Curtis United Kingdom
and Vice President of the Company Robert G. Kelly 50
President, Helene Curtis Ltd.
(Canada) and Vice President
of the Company Jack D. Pogue 61
Ronald J. Gidwitz is the son of Gerald S. Gidwitz; Joseph L. Gidwitz and
Gerald S. Gidwitz are brothers.
All executives have served in the capacities shown for the last five years
except as follows: Charles G. Cooper, Richard W. Frank, Michael Goldman,
Robert G. Kelly, V. James Marino, Colin J. Morgan, Mary J. Oyer, Jack D. Pogue,
Arthur A. Schneider, Gilbert P. Smith and Roy A. Wentz have been employed by the
Company in other executive capacities for at least five years and were elected
to the positions shown during this five-year period. Prior to joining the
Company in 1991, Robert K. Niles served in various capacities for The Quaker
Oats Company, most recently as Vice President, Human Resources for its Breakfast
Division.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON
STOCK AND RELATED STOCKHOLDER MATTERS
Incorporated by reference to the Company's Annual Report to Stockholders
for the fiscal year ended February 28, 1994, under the caption "Common Stock
Data," page 18.
ITEM 6. SELECTED FINANCIAL DATA
Incorporated by reference to the Company's Annual Report to Stockholders
for the fiscal year ended February 28, 1994, under the caption "Ten-Year
Summary," pages 18-19.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Incorporated by reference to the Company's Annual Report to Stockholders
for the fiscal year ended February 28, 1994, under the caption "Management's
Discussion and Analysis," pages 20-21.
-12-
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Incorporated by reference to the Company's Annual Report to Stockholders
for the fiscal year ended February 28, 1994, see index in Part IV, Item 14 (a).
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information with respect to directors is incorporated by reference to the
Company's Proxy Statement for the Company's Annual Meeting of Stockholders to be
held June 28, 1994, under the captions "Nominees for Directors," "Continuing
Directors" and "Compliance with Section 16(a)," pages 6-7 and 21-22.
Information with respect to Executive Officers is set forth in Part I, Item 4.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference to the Company's Proxy Statement for the Annual
Meeting of Stockholders to be held on June 28, 1994, under the caption
"Executive Officer Compensation" but excluding information contained under
"Compensation Committee Report on Executive Compensation," pages 9-11.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Incorporated by reference to the Company's Proxy Statement for the Annual
Meeting of Stockholders to be held on June 28, 1994, under the captions
"Principal Security Holders" and "Security Ownership of Management," pages 2-5.
Changes in Control: The Company knows of no contractual arrangements which
may, at a subsequent date, result in a change in control of the Company.
-13-
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated by reference to the Company's Proxy Statement for the Annual
Meeting of Stockholders to be held on June 28, 1994, under the caption
"Transactions with Affiliated Persons" and "Compensation Committee Interlocks
and Insider Participation," pages 14 and 16.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES AND REPORTS ON FORM 8-K
Page in Annual Report
to Stockholders
---------------
(a) 1. Financial Statements:
Consolidated Statements of Earnings
for the years ended February 28 or 29,
1994, 1993 and 1992 22
Consolidated Balance Sheets as of
February 28, 1994 and 1993 23
Consolidated Statements of Cash Flows
for the years ended February 28 or 29, 1994,
1993 and 1992 24
Consolidated Statements of Stockholders'
Equity for the years ended February 28
or 29, 1994, 1993, and 1992 25
Notes to Consolidated Financial Statements 26-32
Independent Accountants' Report 33
-14-
Page in This
Report
------
(a) 2. Financial Statement Schedules:
Independent Accountants' Report 19
Schedules:
For the years ended February 28 or 29, 1994,
1993 and 1992
V. Property, Plant and Equipment 20
VI. Accumulated Depreciation, Depletion and
Amortization of Property, Plant and
Equipment 21
IX. Short-Term Borrowings 22
Notes:
(1) All other schedules have been omitted as they are not
applicable, not required, or because the required information
is included in the financial statements or
supplemental notes thereto.
(b) Reports on Form 8-K
During the last quarter of the fiscal year ended February 28, 1994,
the Company did not file any reports on Form 8-K.
(c) Exhibits
3 (a) The Certificate of Incorporation of Helene Curtis Industries,
Inc., as amended, incorporated by reference to the Company's
Annual Report listed on Form 10-K for the fiscal year ended
February 29, 1992, Exhibit 3(a).
(b) The bylaws of the Company, as amended, effective April 24, 1991.
Incorporated by reference to the Company's Annual Report filed on
Form 10-K for the fiscal year ended February 28, 1991,
Exhibit 3(b).
4 (a) Letter of Credit Agreement dated as of October 1, 1986 between
Helene Curtis, Inc. and Harris Trust and Savings Bank, relating
to an Industrial Revenue bond refinancing. Incorporated by
reference to the Company's Annual Report filed on Form 10-K for
the fiscal year ended February 28, 1987, Exhibit 4(a).
-15-
(b) Revolving Credit Agreement dated as of September 13, 1990 between
Helene Curtis, Inc. and the Harris Trust and Savings Bank; The
First National Bank of Chicago; Bank of America National Trust &
Savings Association; NBD Bank, N.A., Mellon Bank, N.A.; Chemical
Bank; The Industrial Bank of Japan, Limited; and The Mitsubishi
Bank, Limited. Incorporated by reference to the Company's Annual
Report filed on Form 10-K for the fiscal year ended February 28,
1991, Exhibit 4(c).
(c) Note Purchase Agreement dated as of January 31, 1992 between
Helene Curtis, Inc. and Nationwide Life Insurance Company, West
Coast Life Insurance Company, Financial Horizons Life Insurance
Company, Farmland Life Insurance Company and Wisconsin Health
Care Liability Insurance Plan. Incorporated by reference to the
Company's Annual Report filed on Form 10-K for the fiscal year
ended February 29, 1992, Exhibit 4(d).
(d) Note Agreement dated as of March 1, 1994 between Helene Curtis,
Inc. and Connecticut Mutual Life Insurance Company, Connecticut
General Life Insurance Company, Life Insurance Company of North
America, Great-West Life and Annuity Insurance Company,
Nationwide Life Insurance Company, Financial Horizons Life
Insurance Company and Employers Life Insurance Company of Wausau.
10 Executive Compensation Plans and Arrangements
(a) Executive Pension Agreement. Incorporated by reference to the
Helene Curtis, Inc. Annual Report filed on Form 10-K for the
fiscal year ended February 28, 1981, Exhibit 10(a).
(b) 1983 Stock Option Plan, as amended. Incorporated by reference to
the Company's Annual Report filed on Form 10-K for the fiscal
year ended February 28, 1989, Exhibit 3(d).
(c) Death Benefit Agreement. Incorporated by reference to the Helene
Curtis, Inc. Annual Report filed on Form 10-K for the fiscal year
ended February 28, 1982, Exhibit 10(c).
(d) Stockholder Value Creation Plan. Incorporated by reference to
the Company's Annual Report filed on Form 10-K for the fiscal
year ended February 28, 1987, Exhibit 10(g).
(e) Directors Stock Option Plan. Incorporated by reference to the
Proxy Statement for the Helene Curtis Industries, Inc. Annual
Meeting of Stockholders held June 21, 1988.
(f) 1992 Stock Option Plan. Incorporated by reference to the Proxy
Statement for the Helene Curtis Industries, Inc. Annual Meeting
of Stockholders held June 16, 1992.
-16-
(g) 1994 Stock Appreciation Right Plan. Incorporated by reference to
the Proxy Statement for Helene Curtis Industries, Inc. Annual
Meeting of Stockholders held June 28, 1994.
(h) Executive Management Incentive Plan. Incorporated by reference
to the Proxy Statement for Helene Curtis Industries, Inc. Annual
Meeting of Stockholders held June 28, 1994.
11 Statement Re Computation of Per Share Earnings.
13 Annual Report to Stockholders, for the fiscal year ended February 28,
1994 (only those portions incorporated by reference in this document
are deemed "filed").
21 List of Subsidiaries.
22 Definitive Proxy Material for the Company's Annual Meeting of
Stockholders to be held June 28, 1994, filed via EDGAR on May 25,
1994.
23 Consent of Coopers & Lybrand.
-17-
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.
(REGISTRANT) HELENE CURTIS INDUSTRIES, INC.
BY (SIGNATURE) s/Ronald J. Gidwitz
(NAME AND TITLE) President and Chief Executive Officer
DATE May 27, 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.
BY (SIGNATURE) s/Marshall L. Burman
(NAME AND TITLE) Marshall L. Burman, Director
DATE May 27, 1994
BY (SIGNATURE) s/Frank W. Considine
(NAME AND TITLE) Frank W. Considine, Director
DATE May 27, 1994
BY (SIGNATURE) s/Charles G. Cooper
(NAME AND TITLE) Charles G. Cooper, Director
DATE May 27, 1994
BY (SIGNATURE) s/Gerald S. Gidwitz
(NAME AND TITLE) Gerald S. Gidwitz, Chairman of the Board; Director
DATE May 27, 1994
BY (SIGNATURE) s/Michael Goldman
(NAME AND TITLE) Michael Goldman, Director
DATE May 27, 1994
-18-
BY (SIGNATURE) s/Joseph L. Gidwitz
(NAME AND TITLE) Joseph L. Gidwitz, Director
DATE May 27, 1994
BY (SIGNATURE) s/Ronald J. Gidwitz
(NAME AND TITLE) Ronald J. Gidwitz, President; Principal Executive
Officer; Director
DATE May 27, 1994
BY (SIGNATURE) s/Mary J. Oyer
(NAME AND TITLE) Mary J. Oyer, Vice President and Corporate
Controller; Principal Financial and Accounting Officer
DATE May 27, 1994
BY (SIGNATURE) s/John C. Stetson
(NAME AND TITLE) John C. Stetson, Director
DATE May 27, 1994
BY (SIGNATURE) s/Abbie J. Smith
(NAME AND TITLE) Abbie J. Smith, Director
DATE May 27, 1994
BY (SIGNATURE) s/Gilbert P. Smith
(NAME AND TITLE) Gilbert P. Smith, Director
DATE May 27, 1994
-19-
To the Stockholders and
Board of Directors
Helene Curtis Industries, Inc.
Our report on the consolidated financial statements of Helene Curtis
Industries, Inc. and Subsidiaries has been incorporated by reference in this
Form 10-K from Page 33 of the 1994 Annual Report to Stockholders of Helene
Curtis Industries, Inc. and Subsidiaries. In connection with our audit of such
financial statements, we have also audited the related financial statement
schedules listed in the index under item 14(a)2 on page 14 of this Form 10-K.
In our opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly in all material respects the information required to be included
therein.
BY (SIGNATURE) s/COOPERS & LYBRAND
(NAME AND TITLE) COOPERS & LYBRAND
Chicago, Illinois
DATE April 4, 1994
-20-
HELENE CURTIS INDUSTRIES, INC. AND SUBSIDIARIES
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
for the years ended February 28 or 29, 1994, 1993 and 1992
(Dollar Amounts in Thousands)
Column A Column B Column C Column D Column E Column F
-------- -------- -------- -------- -------- --------
Other
Balance at Changes Balance at
Beginning Additions Sales and Add End of
Classification of Period at Cost Retirements (Deduct) (a) Period
- -------------- ---------- --------- ----------- ------------ ----------
Year ended Feb. 28, 1994:
Land $ 16,129 $ -- $ -- $ 13 $ 16,142
Buildings & improvements 90,852 11,756 17 (320) 102,271
Machinery & equipment 112,715 20,681 2,389 (2,995) 128,012
Construction in progress 33,692 12,554 (b) -- -- 46,246
--------- ------- ------ ------- --------
$253,388 $44,991 $2,406 $(3,302) $292,671
--------- ------- ------ ------- --------
--------- ------- ------ ------- --------
Year ended Feb. 28, 1993:
Land $ 15,274 $ 860 $ -- $ (5) $ 16,129
Buildings & improvements 80,637 10,821 194 (412) 90,852
Machinery & equipment 98,941 20,147 1,209 (5,164) 112,715
Construction in progress 30,139 3,553 (b) -- -- 33,692
--------- ------- ------ ------- --------
$224,991 $35,381 $1,403 $(5,581) $253,388
--------- ------- ------ ------- --------
--------- ------- ------ ------- --------
Year ended Feb. 29, 1992:
Land $ 15,273 $ -- $ -- $ 1 $ 15,274
Buildings & improvements 75,677 6,114 1,129 (25) 80,637
Machinery & equipment 71,798 34,323 3,962 (3,218) 98,941
Construction in progress 34,993 (4,854) (b) -- -- 30,139
--------- ------- ------ ------- --------
$197,741 $35,583 $5,091 $(3,242) $224,991
--------- ------- ------ ------- --------
--------- ------- ------ ------- --------
<FN>
Notes:
- -----
(a) Write-off of fully depreciated assets, transfers between classifications
and the effect of the translation adjustment on property, plant and
equipment of foreign subsidiaries.
(b) Represents the net of additions at cost and transfers of completed assets.
-21-
HELENE CURTIS INDUSTRIES, INC. AND SUBSIDIARIES
SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND
AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
for the years ended February 28 or 29, 1994, 1993 and 1992
(Dollar Amounts in Thousands)
Column A Column B Column C Column D Column E Column F
-------- -------- -------- -------- -------- --------
Additions
Charged Other
Balance at to Costs Changes Balance at
Beginning and Sales and Add End of
Classification of Period Expenses Retirements (Deduct) (a) Period
- -------------- ---------- --------- ----------- ------------ ----------
Year ended Feb. 28, 1994:
Buildings & improvements $20,917 $ 5,640 $ 16 $ (471) $26,070
Machinery & equipment 40,069 15,396 1,206 (2,927) 51,332
------- ------- ------ ------- -------
$60,986 $21,036 $1,222 $(3,398) $77,402
------- ------- ------ ------- -------
------- ------- ------ ------- -------
Year ended Feb. 28, 1993:
Buildings & improvements $16,747 $ 4,561 $ 186 $ (205) $20,917
Machinery & equipment 31,145 14,510 718 (4,868) 40,069
------- ------- ------ ------- -------
$47,892 $19,071 $ 904 $(5,073) $60,986
------- ------- ------ ------- -------
------- ------- ------ ------- -------
Year ended Feb. 29, 1992:
Buildings & improvements $13,880 $ 3,762 $ 668 $ (227) $16,747
Machinery & equipment 25,122 12,206 2,846 (3,337) 31,145
------- ------- ------ ------- -------
$39,002 $15,968 $3,514 $(3,564) $47,892
------- ------- ------ ------- -------
------- ------- ------ ------- -------
<FN>
Note:
- ----
(a) Write-off of fully depreciated assets, transfers between classifications
and the effect of the translation adjustment on property, plant and
equipment of foreign subsidiaries.
-22-
HELENE CURTIS INDUSTRIES, INC. AND SUBSIDIARIES
SCHEDULE IX - SHORT-TERM BORROWINGS
for the years ended February 28 or 29, 1994, 1993 and 1992
(Dollars Amounts in Thousands)
Column A Column B Column C Column D Column E Column F
- -------- -------- -------- -------- -------- --------
Maximum Weighted Weighted
Amount Average Average
Out- Out- Interest
Category of Weighted standing standing Rate
Aggregate Balance Average During During During
Short-Term at End Interest the the the
Borrowings of Period Rate Period(a) Period(b) Period(c)
- ---------- --------- -------- --------- --------- ---------
1994
- ----
Domestic $3,000 3.8% $29,100 $15,658 3.6%
Foreign 3,705 6.2% 5,917 4,373 6.3%
------ ------- -------
6,705 $35,017 $20,031
------- -------
------- -------
Current maturities of
long-term debt 656
------
$7,361
------
------
1993
- ----
Domestic $5,000 3.6% $34,000 $18,232 4.1%
Foreign 3,724 7.5% 2,636 2,889 7.4%
------ ------- -------
8,724 $36,636 $21,121
------- -------
------- -------
Current maturities of
long-term debt 528
------
$9,252
------
------
1992
- ----
Domestic $ 0 0% $30,500 $12,675 6.0%
Foreign 3,082 9.0% 3,245 3,914 10.8%
------ ------- -------
3,082 $33,745 $16,589
------- -------
------- -------
Current maturities of
long-term debt 460
------
$3,542
------
------
<FN>
Notes:
- -----
(a) Maximum amount relates to consolidated total, not individual domestic and
foreign components.
(b) Computed by averaging the total month-end outstanding principal balances.
(c) Computed by dividing interest expense by the weighted average outstanding
during the period.