FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended June 30, 1996
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 0-1837
FEDERAL SCREW WORKS
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(Exact name of registrant as specified in its charter)
Michigan 38-0533740
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(State or other jurisdiction (I.R.S. Employer
of Incorporation or Identification No.)
organization)
535 Griswold, Suite 2400, Detroit, Michigan 48226
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code 313-963-2323
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Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1 par value
--------------------------
(Title of class)
1
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, 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 3 of this Form 10-K or any amendment to this
Form 10-K. [X]
As of September 3, 1996, the aggregate market value of the common stock of
Registrant held by non-affiliates was $17,709,468.
The number of shares outstanding of each of the Registrant's classes of common
stock, as of September 3, 1996, is as follows:
Common stock, $1 Par Value--1,086,662 shares
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DOCUMENTS INCORPORATED BY REFERENCE
Certain information from the following documents has been incorporated by
reference herein in response or partial response to the items indicated:
Form 10-K Part No.;
Document Item No.
-------- -------------------
1. Annual Report to Stockholders of the Part I; Item 1, 2
Registrant for the year ended June 30, Part II; Item 5, 6,
1996 (hereinafter referred to as "1996 7, 8
Annual Report") attached hereto as
Exhibit 13
2. Proxy Statement of the Registrant Part III; Item 10,
dated September 27, 1996 11, 12, 13
2
3. 1995 Form 10-K Part IV; Item 14
4. 1994 Form 10-K Part IV; Item 14
5. 1993 Form 10-K Part IV; Item 14
6. 1992 Form 10-K Part IV; Item 14
7. 1989 Form 10-K Part IV; Item 14
8. Form 10-Q for the quarter ended Part IV; Item 14
March 31, 1995
3
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
(a) General Development of Business.
(1) The Registrant, originally incorporated in 1919, is principally
engaged in the manufacture and sale of various industrial
component parts. During the fiscal year for which this Annual
Report is being filed, there were no material developments with
respect to the Registrant's business, except for those
described in Registrant's 1996 Annual Report on pages 9-12,
attached hereto as Exhibit 13. This information is incorporated
herein by reference.
(2) Inapplicable.
(b) Financial Information About Industry Segments.
(1) (2) Industry segments.
The Registrant is engaged in a single business segment
as described on pages 5-6 and 25 of the 1996 Annual
Report of the Registrant, attached hereto as Exhibit 13.
Amounts of revenue, operating profits and identifiable
assets attributable to the single business segment are
included on pages 13 and 14 of the 1996 Annual Report of
the Registrant, attached hereto as Exhibit 13. This
information is incorporated herein by reference.
(c) Narrative Description of Business.
The description of the business set forth on pages 5-6, 9-12 and 25 of
the Registrant's 1996 Annual Report, attached hereto as Exhibit 13, is
incorporated herein by reference. The following information
supplements that description:
(1) (i) See Narrative Description cross-reference above.
4
(ii) See Narrative Description cross-reference above.
(iii) See Narrative Description cross-reference above.
(iv) While Registrant holds a number of patents,
Registrant believes that the successful
continuation of its business is not dependent on
any single patent or group of patents, trademarks,
or licenses. (Registrant retains the rights to
certain royalties related to an exclusive license
agreement with semiconductor manufacturer Silicon
Systems incorporated (SSi), whereunder SSi will
produce and market certain phonetic speech
synthesizer chips under the SSi product name.
Registrant does not consider the royalty agreement
to be material to Registrant's business.)
(v) No material portion of the business of the
Registrant is seasonal in nature.
(vi) There are no practices and conditions of the Registrant
or known to the Registrant relating to working capital
items which are material to an understanding of the
Registrant's business in the industry in which it
competes.
(vii) See Narrative Description cross-reference above.
(viii) As of August 31, 1996, the Registrant had an estimated
backlog of firm orders amounting to approximately
$15,500,000, all of which are expected to be filled
within the 1997 fiscal year. The comparable backlog as
of August 31, 1995 amounted to approximately
$15,000,000.
(ix) No material portion of the business of Registrant is
subject to renegotiation of profits or termination of
contracts or subcontracts at the election of the
Government.
(x) The manufacture and sale of Registrant's products
is an extremely competitive business. Because
industry statistics are not available, Registrant
5
is unable to accurately determine the number of its
competitors nor to state its competitive position in its
principal market as a supplier of parts to automotive
customers. However, Registrant believes that it is
generally considered a leading producer of its principal
type of product in an estimated $650 million annual
market served by approximately thirty major domestic
suppliers, no one of which, or no small number of which
are dominant. Registrant is aware, however, that there
are companies making similar products, with greater
sales and resources than Registrant. Registrant is aware
that in recent years the activity of foreign competitors
manufacturing similar products has increased. The
quality of the product, the product's price and service
to customers are the principal methods of competition.
(xi) Research and development activity expenses during each
of the last three fiscal years is not deemed material.
(xii) Registrant has experienced no material effects in
complying with government environmental
regulations.
(xiii) See Narrative Description cross-reference above.
(d) Financial Information About Foreign and Domestic Operations
and Export Sales.
Financial information about foreign and domestic operations and export
sales are set forth on pages 5, 6, 13, 14 and 25 of the Registrant's
1996 Annual Report, attached hereto as Exhibit 13. This information is
incorporated herein by reference.
6
ITEM 2. DESCRIPTION OF PROPERTY.
The description of property set forth on pages 5-6 of the Registrant's 1996
Annual Report, attached hereto as Exhibit 13, is incorporated herein by
reference.
ITEM 3. LEGAL PROCEEDINGS.
Registrant is one of approximately twenty designated potentially responsible
parties (PRPs) in a federal "Superfund" environmental clean-up proceeding
involving a dump site in Rose Township, Oakland County, Michigan. Although
Registrant denies responsibility for contamination of the site, it has
nevertheless agreed to participate in funding clean-up of the site by paying a
share of the clean-up costs which Registrant does not consider to be material.
This share has been assumed primarily because of the large transactional costs
expected to be incurred in defending the lawsuit against the PRPs which would
have been filed by the Environmental Protection Agency if the matter had not
been settled voluntarily.
Registrant and eleven other PRPs have signed a Consent Decree and adopted a
Remedial Action Plan which has been filed in, and approved by, the U.S.
District Court for the Eastern District of Michigan. The Complaint instituting
the court proceeding was filed September 19, 1989. The principal parties are
the United States of America, the State of Michigan, and the PRPs. On appeal,
the Consent Decree has been affirmed by the United States Court of Appeals for
the Sixth Circuit. The allocation of the responsibility to fund the Remedial
Action Plan among the participating PRPs is set out in a written Agreement to
which Registrant is also a party. Settlements with two of the Registrant's
insurers resulted in coverage for in excess of one half of the Registrant's
share.
The settling defendants have submitted to the United States Environmental
Protection Agency comments regarding a soil vapor extraction system report
which the PRPs submitted after a pilot study at the Site. The EPA has accepted
the substitution of soil vapor extraction for soil flushing as the remedial
action approach, and the approach is now being implemented. No
7
significant effect on the site clean-up is anticipated and the Registrant does
not expect to pay any costs beyond its original contribution.
The Registrant and other Rose Township PRPs have been notified by the EPA of
potential liability at another site located in Springfield Township, Oakland
County, Michigan. The PRPs have actively been engaged in negotiations with the
EPA and the Michigan Department of Natural Resources in an effort to agree
upon mutually acceptable remediation parameters. The PRPs have negotiated
Administrative Orders on Consent Regarding Selected Response Activities and
for Cost Recovery Settlement, the cost of which is not expected to have a
material effect upon the Company's financial statements. The PRPs have not
negotiated an overall remedy at the Site. But, interim remediation is
occurring as the Order Regarding Selected Response Activities covers the
groundwater component of the remedy. The Registrant has settled with the
Michigan Department of Natural Resources the Department's past cost claims at
both the Rose and at the Springfield Township Sites. The Registrant's share of
the settlements was an immaterial amount. It is anticipated that the
Registrant's share of any future expense at the Site will be immaterial. The
Registrant liquidated its coverage claims against its insurers.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Inapplicable.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS.
(a) The information set forth under the caption "Stock Prices" on page 7
of Registrant's 1996 Annual Report, attached hereto as Exhibit 13, is
incorporated herein by reference. On September 3, 1996, the NASDAQ
market price for Registrant's common stock was $29.00 asked, $27.00
bid.
8
(b) The approximate number of record holders of common stock securities is
set forth on page 27 of Registrant's 1996 Annual Report, attached
hereto as Exhibit 13. This information is incorporated herein by
reference. Included are individual participants in security position
listings.
(c) Cash dividends were declared in each of the four quarters during
fiscal 1996 and fiscal 1995. Total cash dividends in fiscal 1996 were
$1.10 per share and in fiscal 1995 were 80(cent) per share. Additional
information is set forth under the caption "Dividends" on page 11 of
the Registrant's 1996 Annual Report, attached hereto as Exhibit 13,
and is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA.
The information set forth under the caption "Selected Financial Data" on page
8, supplemented by the discussion on pages 9-12 of Registrant's 1996 Annual
Report, attached hereto as Exhibit 13, is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
The information set forth under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on pages 9-12 of
Registrant's 1996 Annual Report, attached hereto as Exhibit 13, is
incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Financial Statements and Quarterly Data set forth on pages 7 and 13-26 of
Registrant's 1996 Annual Report, attached hereto as Exhibit 13, are
incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
Inapplicable.
9
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
(a) Identification of Directors.
The information set forth under the caption "Election of Directors and
Security Ownership of Management" in Registrant's Proxy Statement
dated September 27, 1996 is incorporated herein by reference.
(b) Identification of Executive Officers.
The following information supplements the information provided under
the caption "Election of Directors and Security Ownership of
Management" in Registrant's Proxy Statement dated September 27, 1996
which is incorporated herein by reference.
NAME POSITION AGE
John M. O'Brien Vice President-Sales and Marketing 46
since 1986; Vice President-General
Sales Manager, 1984 to 1986; General
Sales Manager, 1982 to 1984; Sabbatical
at Stanford University Business School,
1981 to 1982; Sales Representative,
1975 to 1981
Jeffrey M. Harness Vice President and General Manager- 40
Chelsea Division and Brighton
Division since 1994; Vice President
and General Manager-Chelsea Division,
1992 to 1994; General Manager-Chelsea
Division, 1985 to 1992; Sales Manager-
Chelsea Division, 1984 to 1985; Sales
Representative, 1982 to 1984; Management
Trainee, 1981 to 1982; Chelsea Division
Junior Buyer, 1980 to 1981.
10
(c) Identification of Certain Significant Employees.
Inapplicable.
(d) Family Relationships.
The information set forth in footnotes (a), (b) and (e) under the
caption "Election of Directors and Security Ownership of Management"
in Registrant's Proxy Statement dated September 27, 1996 is
incorporated herein by reference.
(e) Business Experience.
(1) Included in response to paragraphs (a) and (b) of this
Item 10.
(2) The information set forth under the caption "Election of
Directors and Security Ownership of Management" in Registrant's
Proxy Statement dated September 27, 1996 is incorporated herein
by reference.
(f) Involvement in Certain Legal Proceedings.
None.
(g) Promoters and Control Persons.
Inapplicable.
ITEM 11. EXECUTIVE COMPENSATION.
The information set forth under the captions "Executive Compensation,"
"Comparative Performance Graph," "Certain Relationships and Related
Transactions," "Restricted Stock Bonus Plans," "Retirement Supplement,"
"Salaried Pension Plan" and "Board of Directors and Committees" in
Registrant's Proxy Statement dated September 27, 1996 is incorporated herein
by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.
11
The information set forth under the caption "Election of Directors and
Security Ownership of Management" in the Registrant's Proxy Statement dated
September 27, 1996 is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information set forth under the captions "Certain Relationships and
Related Transactions" in Registrant's Proxy Statement dated September 27, 1996
is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES,
AND REPORTS ON FORM 8-K.
(a) (1) and (2) - The response to this item is submitted as a
separate section of this report on page 20.
(3) Exhibits. The following exhibits designated with a "+" symbol
represent the Company's management contracts or compensation plans or
arrangements for directors and executive officers.
3.1 Registrant's Articles of Incorporation, were filed as
an exhibit to the Registrant's 1994 Form 10-K, and are
incorporated herein by reference.
3.2 Registrant's By-Laws were filed as an exhibit to Registrant's
1989 Form 10-K and are incorporated herein by reference.
4.1 The lease-purchase contract dated as of November 1, 1979
between the City of Big Rapids, Michigan and Federal Screw
Works was filed as an exhibit to Registrant's 1993 Form 10-K
and is incorporated herein by reference.
12
4.2 The (municipal industrial revenue bond) guarantee agreement
dated as of November 1, 1979, as previously filed, was filed as
an exhibit to the Registrant's 1993 Form 10-K and is
incorporated herein by reference. All waivers, amendments and
modifications thereto, were filed as exhibits to the
Registrant's 1989, 1993 and 1994 Forms 10-K and are
incorporated herein by reference.
4.3 Revolving Credit and Term Loan Agreement by and between
Registrant and Comerica Bank, dated October 24, 1995, filed as
an exhibit to the Registrant's Form 10-Q for the period ended
September 30, 1995, and incorporated herein by reference.
10.1+ Supplemental retirement agreement between the
Registrant and W. T. ZurSchmiede, Jr., present Chairman
of the Company, dated April 1, 1986 was filed as an
exhibit to Registrant's 1993 Form 10-K and is
incorporated by reference.
10.2+ Supplemental retirement agreement between the Registrant and
Hugh G. Harness, a director and past President of the Company,
dated December 21, 1978 and amended pursuant to an Amendment to
Agreement dated October 23, 1986, together with an Agreement
providing for the retirement and consultation of and by Mr.
Harness and the Registrant dated January 7, 1994, attached to
which as Exhibits B and C were agreements further amending the
supplemental retirement agreement, were filed as an exhibit to
Registrant's 1994 Form 10-K, and are incorporated herein by
reference.
10.3+ Indemnity agreement effective September 24, 1986, which exists
between the Registrant and each director, was filed as an
exhibit to Registrant's 1992 Form 10-K, and is incorporated
herein by reference.
10.4 Lease agreement between the Registrant and Equitable Life
Assurance Society of the United States for the lease of the
24th floor of the Buhl Building, Detroit, Michigan, effective
January 1, 1995, was previously filed as an exhibit to the
Registrant's Form 10-Q for
13
the quarter ended March 31, 1995, and is incorporated
herein by reference.
10.5+ Retirement Plan for Outside Directors as amended and restated,
filed as an exhibit to the Registrant's 1995 Form 10-K and
incorporated herein by reference.
13.* Registrant's Annual Report to security holders for the
year ended June 30, 1996.
27.* Financial Data Schedule.
99.* Proxy Statement for the Registrant's 1996 Annual Meeting of
Shareholders - filed by the Registrant pursuant to Regulation
14A and incorporated herein by reference.
* Filed with this report
(b) No reports on Form 8-K have been filed by Registrant during the last
quarter of the period covered by this Report.
(c) The response to this item is submitted as a separate section
of this Report.
(d) The response to this item is submitted as a separate section
of this Report.
14
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.
FEDERAL SCREW WORKS
(Registrant)
By: /S/ W. T. ZURSCHMIEDE, JR.
---------------------------
W. T. ZurSchmiede, Jr.
Chairman and Chief Executive
Officer, Chief Financial Officer,
Secretary, Treasurer and Principal
Accounting Officer
Date: September 25, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Date
/S/ THOMAS W. BUTLER, JR. September 25, 1996
- ------------------------
Thomas W. Butler, Jr.
Director
/S/ HUGH G. HARNESS September 25, 1996
- -------------------
Hugh G. Harness
Director
/S/ JOHN J. SLAVIN September 25, 1996
- -------------------
John J. Slavin
Director
15
/S/ F. D. TENNENT September 25, 1996
- -----------------
F. D. Tennent
Director
/S/ W. T. ZURSCHMIEDE, JR. September 25, 1996
- -------------------------
W. T. ZurSchmiede, Jr.
Director
/S/ R. F. ZURSCHMIEDE September 25, 1996
- ---------------------
R. F. ZurSchmiede
Director
/S/ THOMAS ZURSCHMIEDE September 25, 1996
- ----------------------
Thomas ZurSchmiede
Director
16
FORM 10-K - ITEM 14(a)(1) AND (2)
FEDERAL SCREW WORKS
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The following financial statements of Federal Screw Works, included in the
annual report of the Registrant to its stockholders for the year ended June
30, 1996 are incorporated by reference in Item 8:
Balance sheets - June 30, 1996 and 1995
Statements of operations - Years ended June 30, 1996,
1995 and 1994
Statements of stockholders' equity - Years ended
June 30, 1996, 1995 and 1994
Statements of cash flows - Years ended June 30, 1996,
1995 and 1994
Notes to financial statements - June 30, 1996
The following financial statement schedules of Federal Screw
Works are included in Item 14(d);
Schedule II - Valuation and qualifying accounts
All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under
the related instructions or are inapplicable, and, therefore, have been
omitted.
[Letterhead of Ernst & Young LLP]
Ernst & Young LLP Suite 1700 Phone: 313 596 7100
500 Woodward Avenue
Detroit, Michigan 48226-3426
Report of Independent Auditors
Board of Directors
Federal Screw Works
We have audited the accompanying balance sheets of Federal Screw Works as of
June 30, 1996 and 1995, and the related statements of operations,
stockholders' equity, and cash flows for each of the three years in the period
ended June 30, 1996. Our audits also included the financial statement schedule
listed in the Index at Item 14(a). These financial statements and schedule are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Federal Screw
Works at June 30, 1996 and 1995, and the results of its operations and its
cash flows for each of the three years in the period ended June 30, 1996, in
conformity with generally accepted accounting principles. Also,in our opinion,
the related financial statement schedule, when considered in relation to the
basic financial statements taken as a whole, present fairly, in all material
respects, the information set forth therein.
s/ Ernst & Young LLP
August 9, 1996
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
COL. A COL. B COL. C COL. D COL. E
- ------ ------ -------------------------------------- ------ ------
ADDITIONS
--------------------------------------
DESCRIPTION Balance at (1) (2) Deductions -- Balance at
Beginning Charged to Costs Charged to Other Describe End of Period
of Period and Expenses Accounts --
Describe
- ---------------------------- ---------- ---------------- -------------------- ------------- -------------
Valuation allowance for
accounts receivable:
Year ended June 30, 1996 $ 25,000 -- -- $ 25,000
Year ended June 30, 1995 25,000 -- -- 25,000
Year ended June 30, 1994 25,000 $ 3,206 $ 3,206(A) 25,000
Valuation allowance for
inventories:
Year ended June 30, 1996 $275,000 $210,092 $201,092(B) $284,000
Year ended June 30, 1995 160,000 188,885 73,885(B) 275,000
Year ended June 30, 1994 154,000 102,099 96,099(B) 160,000
<FN>
(A) Uncollectable accounts charged off; corresponding reduction of allowance.
(B) Unsalable inventories charged off; corresponding reduction of allowance.
INDEX TO EXHIBITS
3.1 Registrant's Articles of Incorporation, were filed as
an exhibit to the Registrant's 1994 Form 10-K, and are
incorporated herein by reference.
3.2 Registrant's By-Laws were filed as an exhibit to Registrant's
1989 Form 10-K and are incorporated herein by reference.
4.1 The lease-purchase contract dated as of November 1, 1979
between the City of Big Rapids, Michigan and Federal Screw
Works was filed as an exhibit to Registrant's 1993 Form 10-K
and is incorporated herein by reference.
4.2 The (municipal industrial revenue bond) guarantee agreement
dated as of November 1, 1979, as previously filed, was filed as
an exhibit to the Registrant's 1993 Form 10-K and is
incorporated herein by reference. All waivers, amendments and
modifications thereto, were filed as exhibits to the
Registrant's 1989, 1993 and 1994 Forms 10-K and are
incorporated herein by reference.
4.3 Revolving Credit and Term Loan Agreement by and between
Registrant and Comerica Bank, dated October 24, 1995, filed as
an exhibit to the Registrant's Form 10-Q for the period ended
September 30, 1995, and incorporated herein by reference.
10.1+ Supplemental retirement agreement between the
Registrant and W. T. ZurSchmiede, Jr., present Chairman
of the Company, dated April 1, 1986 was filed as an
exhibit to Registrant's 1993 Form 10-K and is
incorporated by reference.
10.2+ Supplemental retirement agreement between the Registrant and
Hugh G. Harness, a director and past President of the Company,
dated December 21, 1978 and amended pursuant to an Amendment to
Agreement dated October 23, 1986, together with an Agreement
providing for the retirement and consultation of and by Mr.
Harness and the Registrant dated January 7, 1994, attached to
which as Exhibits B and C were agreements further amending the
supplemental retirement agreement, were filed as an exhibit to
Registrant's 1994 Form 10-K, and are incorporated herein by
reference.
10.3+ Indemnity agreement effective September 24, 1986, which exists
between the Registrant and each director, was filed as an
exhibit to Registrant's 1992 Form 10-K, and is incorporated
herein by reference.
10.4 Lease agreement between the Registrant and Equitable Life
Assurance Society of the United States for the lease of the
24th floor of the Buhl Building, Detroit, Michigan, effective
January 1, 1995, was previously filed as an exhibit to the
Registrant's Form 10-Q for the quarter ended March 31, 1995,
and is incorporated herein by reference.
10.5+ Retirement Plan for Outside Directors as amended and restated,
filed as an exhibit to the Registrant's 1995 Form 10-K and
incorporated herein by reference.
13.* Registrant's Annual Report to security holders for the
year ended June 30, 1996.
27.* Financial Data Schedule.
99.* Proxy Statement for the Registrant's 1996 Annual Meeting of
Shareholders - filed by the Registrant pursuant to Regulation
14A and incorporated herein by reference.
* Filed with this report