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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, 1995
or
/ / Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
(NO FEE REQUIRED)
Commission file number 1-9457
SHELBY WILLIAMS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 62-0974443
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
11-111 Merchandise Mart 60654
Chicago, Illinois (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code:
(312) 527-3593
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
ON WHICH REGISTERED
------------------------------------
TITLE OF EACH CLASS
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Common Stock, $.05 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 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_
At March 1, 1996, there were 8,900,000 shares of the registrant's common
stock outstanding. As of said date the aggregate market value of the voting
stock held by non-affiliates of the registrant (computed by reference to the
closing sale price on such date) was approximately $61,200,000.
Documents incorporated by reference:
PART OF FORM 10-K INTO WHICH
DOCUMENT DOCUMENT IS INCORPORATED
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Registrant's annual report to stockholders for
1995............................................. Part II, Items 5-8
Registrant's definitive proxy statement to be
filed for 1996 annual meeting.................... Part III, Items 10-13
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PART I
ITEM 1. BUSINESS.
The registrant, Shelby Williams Industries, Inc. ("Shelby Williams" or the
"Company"), a Delaware corporation incorporated in February, 1976, is the
successor to a business formed in Chicago, Illinois in 1954. Its principal
executive offices are located at 11-111 Merchandise Mart, Chicago, Illinois
60654, telephone (312) 527-3593. The Company has additional executive,
operational and administrative offices at 150 Shelby Williams Drive, Morristown,
Tennessee 37813, telephone (423) 586-7000.
GENERAL
Shelby Williams designs, manufactures and distributes products for the
contract furniture market. The Company has a significant position in the
hospitality and foodservice markets through its "Shelby Williams" seating line,
"King Arthur" line of function room furniture and "Sterno" accessories. The
Company provides contemporary upholstered seating products under the names
"Preview" and "Madison". It serves the health care, university, office furniture
and other institutional markets through its "Thonet" division with health care
and dormitory furniture, including chairs and tables, and ergonomically designed
office seating products, desks and credenzas. The Company also distributes vinyl
wallcoverings for residential, hotel and office use under the name "Sellers &
Josephson," and markets other textile products to the architectural and design
community through "SW Textiles". The Company distributes floor coverings and
other textile products, as well as Shelby Williams products, in Hawaii and the
entire Pacific Basin, through "PHF".
The Company's products are distributed directly to hotel and foodservice
chains, health care providers, colleges and universities, or their buying
agencies and through interior designers, architects and contract furniture,
foodservice and office furniture dealers. The Company maintains showrooms and
sales offices in 14 cities. The Company's major manufacturing and warehousing
facilities (at January 1, 1996) are located in Morristown, Tennessee;
Statesville, North Carolina; Canton, Mississippi; High Point, North Carolina;
Honolulu, Hawaii; Zacatecas, Mexico; and two locations in New Jersey.
The Company estimates that, of its 1995 sales, approximately 75% were for
the hospitality and foodservice industry, and 18% were for health care,
university and office facilities. The balance of 7% was destined for other
interior uses.
MARKETS AND CUSTOMERS
The major hospitality and foodservice customers are large United States
hotels, restaurant companies, casino and gaming operators, and independent
purchasing companies, including: Hyatt Hotel Corp.; Holiday Inns, Inc.; Promus
Companies, Inc.(Embassy Suites, Hampton Inns, and Homewood Suites); Marriott
Hotel Corp.; Hilton Hotels Corp.; The Sheraton Corp.; Ramada International
Hotels & Resorts; Budgetel Inns, Inc.; LaQuinta Motor Inns, Inc.; The
Ritz-Carlton Hotel Company; Four Seasons Hotels, Inc.; Omni Hotels Corporation;
John Q. Hammons Hotels, Inc.; Opryland USA, Inc.; The Walt Disney Company; Pizza
Hut, Inc.; Wendy's International, Inc.; Luby's Cafeterias, Inc.; Darden
Restaurants, Inc. (The Olive Garden Restaurants, Red Lobster); Circus Circus
Enterprises, Inc.; Caesars Palace Corporation; The Mirage Resorts and Casino-
Hotel, Inc.; Grand Casinos, Inc.; Harrah's Casinos, Inc.; Club Corporation
International, Inc.; Pamela Temples Interiors, Inc.; Admiralty Trading Company;
The Wasserstrom Co., Inc.; Benjamin Brothers, Inc.; and Leonard Parker Company,
Inc.
The major customers in the health care, university and other institutional
markets are large health care providers, colleges, and universities, including:
Columbia/HCA Healthcare Corporation; Kaiser Foundation Health Plan, Inc.; Albert
Einstein Medical Center; Parkland Memorial Hospital; University of Tennessee;
Georgia Tech University; University of Georgia; and New Jersey Sports and
Exposition Authority.
The major customers for other contract furniture are office furniture
dealers, corporate users and leading architectural and interior design firms,
among which are: Office Environments, Inc.; California Business Interiors, Inc.;
Sears, Roebuck and Co.; J.C. Penney Company; Walgreen Company; and May Design
and Construction, Inc.
The major wall covering customers are: Thybony Wall Coverings Co., Inc.;
Patton Wallcoverings, Inc.; The Warner Company; and Seabrook Wallcoverings, Inc.
2
Approximately 90% of the Company's products are manufactured to fill
specific orders. The Company's ten largest customers accounted for approximately
17% of net sales in 1995, and no single customer accounted for more than 3% of
1995 net sales.
The Company estimates that approximately 75% of the products it sells for
the foodservice and lodging markets are used to replace existing seating at
facilities which are being refurnished rather than to provide seating for new
facilities. In general, the Company estimates that foodservice seating (whether
for an independent restaurant or for facilities in a hotel or motel) is replaced
approximately every eight to twelve years and seating in hotel and motel guest
rooms every ten to fifteen years.
PRODUCTS
The Company's product lines consist primarily of seating for dining, casino
gaming, guest rooms, conference and banquet facilities, health care and
dormitory furniture, and desks, credenzas and seating for general office and
institutional use. At December 31, 1995, approximately 350 standard furniture
products were available to the hospitality and foodservice industries, and
approximately 200 standard furniture products were available for health care,
university and other institutional use. The Company offers approximately 100
standard office furniture products. The Company's products are manufactured in
hardwoods, such as maple, elm, oak, and walnut, as well as in rattan and metal
and are available in a variety of finishes. Substantially all products are
supplied under special order and are upholstered to customers' specifications.
In addition, the Company manufactures and distributes a full range of vinyl
wallcovering for the residential, hotel and office markets. The Company designs
and markets approximately 50 standard patterns of textile products. These
textile products are manufactured by outside suppliers and are used both on
Shelby Williams' own seating products and distributed through dealers and
interior designers for use by other manufacturers. The Company also distributes
a wide line of floor coverings which are manufactured by outside suppliers.
MARKETING AND SALES
The Company's sales and marketing staff consists of approximately 105
full-time employees, and the products are marketed to hotel and foodservice
chains or their buying agencies and to other customers through interior
designers, architects, contract furniture, foodservice and office furniture
dealers. The Company invoices its products on a net ten day basis; however, as a
matter of industry practice, payment is generally made within 30 days.
The Company publishes four extensive catalog systems displaying the
Company's products, which are distributed to architects, designers and dealers
and are periodically supplemented as new products are introduced. Customers may
order standard products directly from these catalogs or request changes to meet
their design specifications.
Marketing activities for the Company's products include advertising in major
trade publications and the illustration of the Company's products in customers'
catalogs. In addition, the Company exhibits at major national and international
trade shows. The Company maintains showrooms and sales offices with display
areas in 14 United States cities. The Company's design resource center in
Honolulu, Hawaii, serves customers in the Pacific Basin and Far East.
TRADEMARKS AND TRADENAMES
The Company sells its hospitality and foodservice products (as of January 1,
1996) under the trademarks "Shelby Williams"-Registered Trademark-, "King
Arthur"-Registered Trademark- and "Sterno"-Registered Trademark-; its
contemporary upholstered seating products under the names "Madison Furniture",
and "Preview Furniture"-Registered Trademark-; and its health care, dormitory
and office furniture, including chairs, tables, desks and credenzas under the
trademark "Thonet"-Registered Trademark-. The Company markets cutting room
tables and accessories under the "Phillocraft"-Registered Trademark- name;
fabric products under the "SW Textiles" name and wallcoverings under the name
"Sellers & Josephson." The Company distributes wall and floor coverings,
fabrics, textiles, and furniture in Hawaii and the entire Pacific Basin under
the name "PHF." Management believes that the goodwill associated with the Shelby
Williams and Thonet names is of significant value to the Company, but does not
consider any of the Company's patents, trademarks, or licenses to be of material
importance to its business.
3
INTERNATIONAL OPERATIONS
The Company sells its products in foreign countries directly or through
licensees and distributors. Shelby Williams' customers in the international
market are primarily large hotel companies. Export sales were approximately
$15,538,000 in 1995, $16,279,000 in 1994, and $12,008,000 in 1993.
The Company operates a frame and component manufacturing plant in Mexico.
The year-end carrying value of property, plant and equipment at this facility
was $3,751,000 for 1995, $4,051,000 for 1994, and $4,347,000 for 1993. All items
produced at the plant are shipped to facilities of the Company in the United
States for further processing. The value of these transfers amounted to
$1,906,000 in 1995, $1,841,000 in 1994, and $1,555,000 in 1993.
The Company licenses its products in four foreign countries, receiving
royalty fees based primarily on sales. Weakness in the Mexican economy lead to
liquidation of Shelby Williams de Mexico, S.A. de C.V., in which the Company had
a twenty-five percent interest. The write-off, of the investment in and
receivable from this affiliate in the fourth quarter of 1995, amounted to
approximately $200,000. The Company's frame and component manufacturing plant in
Mexico, mentioned above, was unaffected. Royalty revenues from the Company's
licensees have not been significant to date.
BACKLOG
The Company's backlog of orders at January 1, 1996, was approximately
$29,700,000, as compared to approximately $28,400,000 at January 1, 1995. The
Company expects to ship substantially all of its backlog by the end of 1996.
RAW MATERIALS AND SUPPLIES
The Company uses a variety of raw materials and supplies in its
manufacturing operations, principally lumber, plywood, rattan, other frame
components, metal tubing, foam cushioning, vinyl and textiles.
The Company is not dependent on any one supplier for any of its raw
materials or supplies. The Company has not experienced any significant raw
material or supply shortages.
MANUFACTURING AND ASSEMBLY
The Company's manufacturing facilities (as of January 1, 1996) are located
in Morristown, Tennessee; Statesville, North Carolina; Canton, Mississippi; High
Point, North Carolina; Zacatecas, Mexico; and two locations in New Jersey.
Management believes that the machinery and equipment used by the Company are in
good operating condition.
Operations consist of wood bending, wood working and finishing, assembly,
metal forming and fabrication, plating, and electrostatic finishing. The Company
also prints and laminates vinyl wallcoverings. The Company imports components
for certain chair styles. All imported components are available domestically
except for rattan, which is indigenous to the Philippines and Indonesia. These
components, which are manufactured to the Company's specifications, are
assembled, finished and upholstered by the Company. The Company also produces
many of these components at its Mexican facility. All manufacturing operations
emphasize quality control during the various production processes.
COMPETITION
All aspects of the Company's business are highly competitive. The principal
methods of competition in the industry include design, quality, service, product
pricing and speed of delivery.
Although there are no published industry statistics, the Company believes
that it is the largest supplier of seating for both the foodservice and lodging
markets in the United States, and that its sales volume is approximately 19% of
the total seating requirements in these markets. The Company is not a
significant factor in the office furniture seating market.
EMPLOYEES
At January 1, 1996, the Company had approximately 1,746 full-time employees.
Of these, approximately 1,507 were engaged in manufacturing, 134 in
administrative and clerical positions, and 105 in sales and marketing. Those
engaged in manufacturing include 243 employees in Mexico.
4
Hourly manufacturing employees at both Morristown, Tennessee, and Canton,
Mississippi, are represented by separate bargaining units with contracts
expiring in November, 1996, and November, 1997, respectively. The Company
believes that its relations with its employees are good.
ITEM 2. PROPERTIES.
The Company at January 1, 1996 maintained facilities with an aggregate of
approximately 1,800,000 square feet of space for its operations. The Company
considers all of its facilities to be in good operating condition. Currently,
the Company's manufacturing facilities are operating at approximately 80% of
capacity. The following table summarizes the principal physical properties, both
owned and leased, used by the Company in its operations:
APPROXIMATE
SQUARE
LOCATION USE FOOTAGE OWNED/LEASED EXPIRATION DATE
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Chicago, IL........................ Showroom/Offices 6,750 Leased July, 2000
Morristown, TN..................... Mfg./Offices 515,960 Owned --
Morristown, TN..................... Mfg./Warehousing 228,000 Owned --
Canton, MS......................... Mfg./Warehousing 406,000 Owned/Leased (1) May, 2001(1)
High Point, NC..................... Mfg./Warehousing 108,900 Leased March, 2000(2)
Carlstadt, NJ...................... Mfg./Warehousing 35,000 Leased April, 2004
Englewood, NJ...................... Mfg./Warehousing 68,000 Leased Dec., 2003(3)
Statesville, NC.................... Mfg./Warehousing 326,670 Owned --
Honolulu, HI....................... Warehousing 45,000 Leased Aug., 2003(3)
Zacatecas, MX...................... Mfg./Warehousing 90,000 Owned --
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(1) Approximately 238,100 square feet owned and 167,900 leased.
(2) The Company has an option to renew the lease on existing terms for 10
additional years.
(3) The Company has an option to renew the lease for 10 additional years at a
nominal rental increase.
The Company has showrooms and sales offices in 14 United States cities,
including Atlanta, Dallas, Honolulu, Los Angeles, and New York.
ITEM 3. LEGAL PROCEEDINGS.
The Company is a defendant in various product liability lawsuits arising in
the normal course of business. Management believes that the Company's insurance
is adequate to cover its potential liability under all pending and threatened
litigation. The Company believes, after consultation with counsel, that
allegations of punitive damages, which are alleged in certain cases, are without
merit.
On July 15, 1992, a case was filed in the Chancery Court for Greene County,
Tennessee, entitled Linda Foshie, Joseph Allen Foshie, David Ray Foshie, and
Michael Scott Foshie, suing individually on their own behalf and as
representative parties of a class action, plaintiffs, v. Steve Cansler, Fred
Cansler, Jimmy Cansler, C & C Millwright Maintenance Co., Inc., Foamex Products,
Inc., Recticel Foam Corporation, Foamex L.P., Morristown Foam Corporation, and
Shelby Williams Industries, Inc., defendants. The complaint alleges, among other
things, that defendants conspired to transport and store hazardous waste on
premises which abutted the home of the named plaintiffs, that such activity
violated both state and federal law, and that plaintiffs were damaged thereby.
The complaint seeks, among other things, compensatory damages of $2.5 million
for each of the four named plaintiffs and punitive damages of $5 million for
each of the four named plaintiffs, and similar damages for other alleged class
members. On August 11, 1992, a case was filed in the Circuit Court for Greene
County, Tennessee entitled Richard Lee Cobble and wife, Patricia Day Cobble;
Richard Lee Cobble, Jr.; Kenneth Dwayne Cobble; Claude Cobble and wife, Lenora
Cobble; Gary A. Douthat and wife Julia A. Douthat; Donald Joseph Hewitt and wife
Jacqueline Kay Hewitt; Robert Hensley, Jr. and wife Brenda Hensley; Penny
Hensley
b/n/f and parents, Robert Hensley, Jr., and Brenda Hensley, Stephen Hensley
b/n/f and parents, Robert Hensley, Jr., and Brenda Hensley, plaintiffs, v. Steve
Cansler; Fred Cansler; Jimmy Cansler; C & C Milwright Maintenance Co., Inc.;
Foamex Products, Inc.; Recticel Foam Corporation; Foamex L.P.; Morristown Foam
Corporation; and Shelby Williams Industries, Inc., defendants, containing
similar allegations and seeking $5 million in compensatory damages and $10
million in punitive damages for each of nine named plaintiff groups.
The Company has been dismissed by the plaintiffs as a defendant in the
lawsuits filed July 15, 1992 and August 11, 1992 by plaintiffs Linda Foshie, and
others, and Richard Lee Cobble, and others, respectively. The Company's only
costs for these claims were insignificant legal expenses. Another defendant in
the Foshie case
5
has filed a cross-complaint against the Company regarding claims against it by
the same plaintiffs. The Company believes that the cross-complaint against it is
without merit and that the Company has meritorious defenses. Among other things,
the Company believes that no acts complained of by the plaintiffs in these cases
occurred prior to July 1979, at which time the Company sold the stock in its
subsidiary, Morristown Foam Corporation, which owned certain facilities involved
in these cases, and that other than its past ownership of this subsidiary, the
Company has no involvement with the facilities in question. In December 1995,
the Company was served with a third party complaint filed by Steve Cansler in an
action in the federal district court for the eastern district of Tennessee
brought by Recticel Foam Corporation against Steve and Fred Cansler for cost
recovery of funds spent by Recticel Foam Corporation in cleaning up the
contamination that is the subject of the actions described above. In January
1996, the Company was served with an essentially identical third party complaint
in the same action, filed by Fred Cansler. The Company believes that these third
party complaints are meritless, for the same reasons which lead to the Company's
dismissal from the tort actions described above.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT.
AGE AT PRINCIPAL OCCUPATION AND POSITION
NAME 2-1-96 AND OFFICE WITH REGISTRANT
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Paul N. Steinfeld.............................. 41 Chairman of the Board of Directors and Chief
Executive Officer since January, 1996; Vice
Chairman of the Board and Chief Executive
Officer from May, 1991 to January, 1996;
Vice Chairman of the Board and Chief
Administrative Officer from May, 1990 to
May, 1991; prior thereto Executive Vice
President. Director during past five years.
Robert P. Coulter.............................. 53 President and Chief Operating Officer since
May, 1990; prior thereto President and
Treasurer. Director during past five years.
Manfred Steinfeld.............................. 71 Chairman of Executive Committee and chairman
of executive compensation committee since
January, 1996; Chairman of the Board and
chairman of executive compensation committee
from May, 1991 to January, 1996; prior
thereto Chairman of the Board and Chief
Executive Officer and chairman of executive
compensation and stock option committee.
Director during past five years.
Peter W. Barile................................ 53 Executive Vice President since May, 1990;
prior thereto Senior Vice President.
Sam Ferrell.................................... 54 Vice President, Finance, Treasurer and Chief
Financial Officer and Assistant Secretary
since May, 1990; prior thereto Vice
President, Controller and Assistant
Secretary.
The executive officers of the registrant are elected annually by the Board
of Directors, hold office until their successors are chosen and qualify, and may
be removed at any time by the affirmative vote of a majority of the Board. There
are no written employment agreements with any executive officers. Manfred
Steinfeld is the father of Paul N. Steinfeld; there is no other family
relationship between any director or executive officer of the Company.
6
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The information under the heading "Common Stock Information (Unaudited)" on
page 18 of the Company's 1995 Annual Report to Stockholders is hereby
incorporated by reference.
ITEM 6. SELECTED FINANCIAL DATA
. The information under the heading "Five Year Summary of Selected Financial
Data" on page 3 of the Company's 1995 Annual Report to Stockholders is hereby
incorporated by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The information under the heading "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on page 21 of the Company's 1995
Annual Report to Stockholders is hereby incorporated by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information contained on pages 13 (Consolidated Statements of Income),
14-15 (Consolidated Balance Sheets), 16 (Consolidated Statements of Cash Flows),
17 (Consolidated Statements of Stockholders' Equity), 18-20 (Notes to
Consolidated Financial Statements) and 20 (Report of Independent Auditors) of
the Company's 1995 Annual Report to Stockholders is hereby incorporated by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
PART III
The information called for by Part III (Item 10 (Directors and Executive
Officers of the Registrant), Item 11 (Executive Compensation), Item 12 (Security
Ownership of Certain Beneficial Owners and Management), and Item 13 (Certain
Relationships and Related Transactions)) is incorporated by reference, to the
extent required, from the Company's definitive proxy statement to be filed
pursuant to Regulation 14A not later than 120 days after December 31, 1995.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) List of financial statements and schedules.
(1) Financial statements. The following financial statements are
incorporated by reference in Part II, Item 8 of this report:
Consolidated Statements of Income for the years ended December 31,
1995, 1994, and 1993
Consolidated Balance Sheets at December 31, 1995 and 1994
Consolidated Statements of Cash Flows for the years ended December
31, 1995, 1994 and 1993
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements
Report of Independent Auditors
(2) Financial statement schedules:
None since the required information is not present or is not present in
amounts sufficient to require submission of the schedule, or because the
information required is included in the consolidated financial statements or
notes thereto.
(b) No reports on Form 8-K have been filed during the last quarter of the
period covered by this report.
(c) List of exhibits: See Exhibit Index immediately preceding exhibits.
7
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.
Date: March 14, 1996
SHELBY WILLIAMS INDUSTRIES, INC.
--------------------------------------
(Registrant)
By PAUL N. STEINFELD
------------------------------------
Paul N. Steinfeld
Chairman of the Board
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.
NAME TITLE DATE
- -------------------------------------------------- ------------------------------ ---------------------
PAUL N. STEINFELD Chairman of the Board and
--------------------------------------- Director (Principal
(Paul N. Steinfeld) Executive Officer)
ROBERT P. COULTER* President and Director
---------------------------------------
(Robert P. Coulter)
MANFRED STEINFELD* Chairman of the Executive
--------------------------------------- Committee and Director
(Manfred Steinfeld)
SAM FERRELL* Vice President of Finance,
--------------------------------------- Treasurer and Assistant
(Sam Ferrell) Secretary (Principal
Financial and Accounting
Officer)
March 14, 1996
ROBERT L. HAAG* Director
---------------------------------------
(Robert L. Haag)
WILLIAM B. KAPLAN* Director
---------------------------------------
(William B. Kaplan)
HERBERT L. ROTH* Director
---------------------------------------
(Herbert L. Roth)
TRISHA WILSON* Director
---------------------------------------
(Trisha Wilson)
*By PAUL N. STEINFELD
-----------------------------------
Paul N. Steinfeld,
Attorney-in-fact
8
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION PAGE
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3(i) Registrant's Certificate of Incorporation and all amendments thereto, filed as Exhibit 3.1 to
Registrant's annual report on Form 10-K for 1987 and hereby incorporated by reference.
3(ii) Registrant's By-Laws, as amended.
4.0 The Registrant agrees to furnish a copy of the capital lease referred to in the Registrant's
Consolidated Financial Statements to the Commission upon request.
4.1 The Registrant agrees to furnish a copy of the 7.8% note agreement dated July 31, 1992 and
payable in quarterly installments of $1,000,000 beginning in October 1997, for $8,000,000, to the
Commission upon request.
*10.1 1994 Senior Management Incentive Plan, filed as Exhibit 10.5 to Registrant's annual report on
Form 10-K for 1993 and hereby incorporated by reference.
*10.2 1995 Senior Management Incentive Plan, filed as Exhibit 10.3 to Registrant's annual report on
Form 10-K for 1994 and hereby incorporated by reference.
*10.3 1996 Senior Management Plan.
*10.4 Registrant's 1992 Key Employees' Incentive Stock Option Plan, filed as Exhibit 10.6 to
Registrant's annual report on Form 10-K for 1991 and hereby incorporated by reference.
*10.5 Registrant's 1995 Directors' Stock Option Plan, filed as Exhibit 10.1 to Registrant's Form 10-Q
for quarter ended March 31, 1995 and hereby incorporated by reference.
13.1 Portions of Registrant's annual report to stockholders for 1995.
21.1 Subsidiaries of the Registrant, filed as Exhibit 22.1 to Registrant's annual report on Form 10-K
for 1990 and hereby incorporated by reference.
23.1 Consent of accountants to incorporation by reference in Form 10-K.
23.2 Consent of accountants to incorporation by reference in Form S-8.
24.1 Power of Attorney.
27.1 Financial Data Schedule (EDGAR only).
- ------------------------
* Compensation plan.
9