1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
COMMISSION FILE NUMBER 0-255
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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
For the transition period from ------------- to -----------.
GRAYBAR ELECTRIC COMPANY, INC.
- - ---------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
NEW YORK 13-0794380
- - ---------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
34 North Meramec Avenue, St. Louis, Missouri 63105
- - ---------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Post Office Box 7231, St. Louis, Missouri 63177
- - ---------------------------------------------------------------------
(Mailing Address) (Zip Code)
Registrant's telephone number, including area code: (314) 512-9200
----------------
Securities registered pursuant to Section 12(b) of the Act: None
------
Securities registered pursuant to Section 12(g) of the Act:
Preferred Stock - Par Value $20
Common Stock - Par Value $1 Per Share with a Stated Value of $20
Voting Trust Certificates relating to such Shares of Common Stock
of the Registrant
Common Stock outstanding at March 27, 1996 - 4,783,002 Shares
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 (Paragraph 229.405 of this
chapter) 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)
The aggregate stated value of the Common Stock outstanding
and, with respect to rights of disposition, beneficially owned by
nonaffiliates (as defined in Rule 405 under the Securities Act of
1933) of the registrant on March 27, 1996, was approximately
$95,660,040. Pursuant to a Voting Trust Agreement, dated as of
April 15, 1987, approximately 95% of the outstanding shares of
Common Stock are held of record by five Voting Trustees who are
each directors of the registrant and who collectively exercise
all voting rights with respect to such shares. The registrant is
100% owned by its active and retired employees, and there is no
public trading market for the registrant's Common Stock. The
registrant has the option to repurchase, at the price at which it
was issued, each outstanding share of Common Stock in the event
of the owner's death, termination of employment other than by
retirement, or desire to dispose of such shares. Historically
all shares of Common Stock have been issued for $20 per share,
and the registrant has always exercised its repurchase option and
expects to continue to do so.
The documents listed below have been incorporated by
reference into the indicated Part of this Annual Report on Form
10-K:
(1) Annual Report to Shareholders Part II, Items 5-8 for the
fiscal year ended December 31, 1995.
(2) Information Statement relating Part III, Items 10-13 to
the 1996 Annual Meeting of Shareholders.
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PART I
------
Item 1. Business
- - ------- --------
Graybar Electric Company, Inc. (the "Company") is engaged
internationally in the distribution of electrical and
communications equipment and supplies primarily to contractors,
industrial plants, telephone companies, power utilities, and
commercial users. All products sold by the Company are purchased
by the Company from others.
The Company was incorporated under the laws of the State
of New York on December 11, 1925 to take over the wholesale
supply department of Western Electric Company, Incorporated. The
location and telephone number of the principal executive offices
of the Company are 34 North Meramec Avenue, St. Louis, Missouri
(314) 512-9200, and the mailing address of the principal
executive offices is P.O. Box 7231, St. Louis, Missouri 63177.
Suppliers
- - ---------
The Company acts as a distributor of the products of more
than 1,000 manufacturers. The relationship of the Company with a
number of its principal suppliers goes back many years. It is
customarily a nonexclusive national or regional distributorship
terminable upon 30 to 90 days notice by either party.
During 1995, the Company purchased a significant portion
of its products from its three largest suppliers. The
termination by any of these companies, within a short period of
time, of a significant number of their agreements with the
Company might have an immediate material adverse effect on the
business of the Company, but the Company believes that within a
reasonable period of time it could find alternate sources of
supply adequate to alleviate such adverse effect.
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Products Distributed
- - --------------------
The Company distributes more than 100,000 different
products and, therefore, is able to supply its customers with a
wide variety of electrical and communications products. The
products distributed by the Company consist primarily of wire,
conduit, wiring devices, tools, motor controls, transformers,
lamps, lighting fixtures and hardware, power transmission
equipment, telephone station apparatus, key systems, PBXs, data
products for local area networks or wide area networks, fiber
optic products, and CATV products. These products are sold to
customers such as contractors (both industrial and residential),
industrial plants, telephone companies, private and public
utilities, and commercial users.
On December 31, 1995 and 1994, the Company had orders on
hand which totalled approximately $192,721,000 and $189,349,000,
respectively. The Company believes that the increase from 1994
to 1995 reflects the improvements in the market sectors of the
economy in which the Company operates. The Company expects that
approximately 85% of the orders on hand at December 31, 1995 will
be filled within the twelve-month period ending December 31,
1996. Historically, orders on hand for the Company's products
have been firm, but customers from time to time request
cancellation and the Company has historically allowed such
cancellations.
Marketing
- - ---------
The Company sells its products through a network of
distributing houses located in 14 geographical districts
throughout the United States. In each district the Company
maintains a main distributing house and a number of branch
distributing houses, each of which carries an inventory of supply
materials and operates as a wholesale distributor for the
territory in which it is located. The main distributing house in
each district carries a substantially larger inventory than the
branch houses so that the branch houses can call upon the main
distributing house for additional items of inventory. In
addition, the Company maintains two (2) zone warehouses with
special inventories so all locations can call upon them for
additional items. The Company also has subsidiary operations
with distribution facilities located in Puerto Rico, Mexico,
Singapore and Canada.
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4
The distribution facilities operated by the Company are
shown in the following table:
Location of Main Number of Distributing Number of
Distributing House Houses in District Distributing Houses
- - ------------------ ---------------------- -------------------
Graybar International, Inc.
---------------------------
Boston, MA 9 Puerto Rico 1
Cincinnati, OH 8
Dallas, TX 29 Graybar Holdings Limited
Glendale Heights, IL 14 ------------------------
Miami, FL 3 Canada 2
Minneapolis, MN 17
New York, NY 14 Graybar Electric (Ontario) Ltd.
Norcross, GA 18 -------------------------------
Phoenix, AZ 26 Canada 5
Pittsburgh, PA 12
Richmond, VA 17 Graybar Electric Ltd.
Seattle, WA 20 ---------------------
St. Louis, MO 16 Canada 18
Tampa, FL 23
Graybar de Mexico, S.A. de CV.
Zone Distributing ------------------------------
- - ----------------- Juarez, Mexico 1
Houses Mexico City, Mexico 1
- - ------
Bethlehem, PA 1 Graybar-P&M International
Peoria 1 -------------------------
PTE, Ltd.
---------
Singapore 1
Where the specialized nature or size of a particular shipment
warrants, the Company has products shipped directly from its suppliers
to the place of use, while in other cases orders are filled from the
Company's inventory. On a dollar volume basis, over one-half of the
orders are filled from the Company's inventory and the remainder are
shipped directly from the supplier to the place of use. The Company
generally finances its inventory from internally generated funds and
from long and short-term borrowings.
4
5
The Company distributes its products to more than 200,000
customers, which fall into five general classes. The following list
shows the estimated percentage of the Company's total sales for each
of the three years ended December 31, attributable to each of these
classes:
CLASS OF CUSTOMERS PERCENTAGE OF SALES
------------------ -------------------
1995 1994 1993
------------ ---------- ---------
Electrical contractors 39.1% 39.2% 40.8%
Industrial plants 30.6 30.9 31.3
Telecommunication companies 22.9 21.7 18.7
Private and public power utilities 5.6 6.3 7.0
Miscellaneous 1.8 1.9 2.2
------------ ---------- ---------
100.0% 100.0% 100.0%
============ ========== =========
At December 31, 1995, the Company employed approximately 2,400
persons in sales capacities. Approximately 1,100 of these sales
personnel were sales representatives who work in the field making
sales to customers at the work site. The remainder of the sales
personnel were sales and marketing managers, and telemarketing,
advertising, quotation, counter and clerical personnel.
Competition
- - -----------
The Company believes that it is the largest distributor of
electrical products not affiliated with a manufacturing company, and
one of the three largest distributors of such products in the United
States. The field is highly competitive, and the Company estimates
that the three largest distributors of electrical products account for
only a small portion of the total market, with the balance of the
market being accounted for by independent distributors and
manufacturers operating on a local, state-wide or regional basis.
The Company believes that its competitive position is primarily a
result of its ability to supply its customers through a network of
conveniently located distribution facilities with a broad range of
electrical and telecommunications materials within a short period of
time. Price is also important, particularly where the Company is
asked to submit bids to contractors in connection with large
construction jobs.
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Employees
- - ---------
At December 31, 1995, the Company employed approximately 6,200
persons on a full-time basis. Approximately 160 of these persons were
covered by union contracts. The Company has not had a material work
stoppage and considers its relations with its employees to be good.
Item 2. Properties
- - ------- ----------
As of December 31, 1995 the Company operated offices and
distribution facilities in 239 locations. Of these, 129 were owned by
the Company, and the balance were leased. The leases are for varying
terms, the majority having a duration of less than five years.
The Company's distribution facilities consist primarily of
warehouse space. A small portion of the space in each facility is
used for offices. Distribution facilities vary in size from
approximately 3,000 square feet to 129,000 square feet, the average
being approximately 28,000 square feet.
As of December 31, 1995, approximately $42.9 million in debt of
the Company was secured by mortgages on thirty-two buildings. Twenty
of these facilities are subject to a first mortgage securing a 12.25%
note, of which approximately $10.3 million in principal amount remains
outstanding. Seven of these facilities are subject to a first
mortgage securing a 9.23% note, of which $27.3 million in principal
amount remains outstanding. A facility in Houston, Texas is subject
to a first mortgage securing an 8.53% note, of which $3.7 million in
principal remains outstanding.
Distribution houses in Pinellas County and Polk County, Florida;
Beaumont, Texas and Glendale Heights, Illinois are subject to
mortgages securing Industrial Revenue Bonds at variable interest rates
with payments totaling $1.6 million due periodically to 2004.
Item 3. Legal Proceedings
- - ------- -----------------
The Company has been named, together with numerous other
companies, as a co-defendant in actions by approximately 2,400
plaintiffs which have been filed in various federal and state courts
in Arkansas, California, Maryland, Massachusetts, Mississippi, New
Hampshire, New Jersey, New York, Ohio, Pennsylvania and West Virginia.
The plaintiffs allege personal injuries due to exposure to asbestos
products and seek substantial damages. The majority of the complaints
do not identify any products containing asbestos allegedly sold by
the Company.
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7
However, since all products sold by the Company have been and are
purchased from suppliers, if a plaintiff were to successfully
establish an asbestos-related injury claim with respect to a product
sold by the Company, the Company believes it would normally have a
claim against its supplier. Furthermore, the Company believes it has
product liability insurance coverage available to cover these claims.
Accordingly, based on information now known to the Company, in the
opinion of management the ultimate disposition of the asbestos-related
claims against the Company will not have a materially adverse effect
on the Company.
Item 4. Submission of Matters to a Vote of Security Holders
- - ------- ---------------------------------------------------
No matter was submitted to a vote of shareholders during the
fourth quarter of the fiscal year covered by this Annual Report on
Form 10-K.
PART II
-------
Item 5. Market for the Registrant's Common Stock and Related
- - ------- ----------------------------------------------------
Shareholder Matters
-------------------
The Company is wholly owned by its active and retired
employees, and there is no public trading market for its Common Stock,
par value $1 per share with a stated value of $20 per share. No
shareholder may sell, transfer or otherwise dispose of shares of
Common Stock without first offering the Company the option to purchase
such shares at the price at which they were issued. The Company also
has the option to purchase the Common Stock of any shareholder who
dies or ceases to be an employee of the Company for any cause other
than retirement on a Company pension. In the past all shares issued
by the Company have been issued at $20 per share, and the Company has
always exercised its repurchase option, and expects to continue to do
so.
The information as to number of holders of Common Stock and
frequency and amount of dividends, required to be included pursuant to
this Item 5, is included under the captions "Capital Stock Data" and
"Dividend Data" on page 1 of the Company's Annual Report to
Shareholders for the year ended December 31, 1995, (the "1995 Annual
Report") furnished to the Securities and Exchange Commission (the
"Commission") pursuant to Rule 14c-3 under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and such information is
incorporated herein by reference.
7
8
In May, 1994, the Company entered into a ten-year note
agreement that includes various covenants which limit the Company's
ability to make investments, pay dividends, incur debt, dispose of
property, and issue equity securities. The Company is also required
to maintain certain financial ratios as defined in the agreement.
Item 6. Selected Financial Data
- - ------- -----------------------
The selected financial data for the Company as of December 31,
1995 and for the five years then ended, which is required to be
included pursuant to this Item 6, is included under the caption
"Selected Consolidated Financial Data" on page 15 of the 1995 Annual
Report and is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition
- - ------- -----------------------------------------------------------
and Results of Operations
-------------------------
Management's discussion and analysis required to be included
pursuant to this Item 7 is included under the caption "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" on pages 16 and 17 of the 1995 Annual Report and is
incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
- - ------- -------------------------------------------
The financial statements required by this Item 8 are listed in
Item 14(a)(1) of this Annual Report on Form 10-K under the caption
"Index to Financial Statements."
Such financial statements specifically referenced from the 1995
Annual Report in such list are incorporated herein by reference.
There is no supplementary financial information required by this item
which is applicable to the Company.
Item 9. Disagreements on Accounting and Financial Disclosure
- - ------- ----------------------------------------------------
None.
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PART III
--------
Item 10. Directors and Executive Officers of the Registrant
- - -------- --------------------------------------------------
The information with respect to the directors and executive
officers of the Company required to be included pursuant to this Item
10 will be included under the caption "Directors and Executive
Officers -- Nominees for Election as Directors" in the Company's
Information Statement relating to the 1996 Annual Meeting (the
"Information Statement"), to be filed with the Commission pursuant to
Rule 14c-5 under the Exchange Act, and is incorporated herein by
reference.
Item 11. Executive Compensation
- - -------- ----------------------
The information with respect to executive compensation required
to be included pursuant to this Item 11 will be included under the
captions "Executive Compensation" and "Pension Plan" in the
Information Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and
- - -------- ---------------------------------------------------
Management
----------
The information with respect to the security ownership of
beneficial owners of more than 5% of the Common Stock, the directors
of the Company and all directors and officers of the Company, which is
required to be included pursuant to this Item 12, will be included in
the introductory language and under the caption "Directors and
Executive Officers -- Nominees for Election as Directors" in the
Information Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
- - -------- ----------------------------------------------
The information with respect to any reportable transactions,
business relationships and indebtedness between the Company and the
beneficial owners of more than 5% of the Common Stock, the directors
or nominees for director of the Company, the executive officers of the
Company or the members of the immediate families of such individuals,
required to be included pursuant to this Item 13, will be included
under the caption "Directors and Executive Officers" in the
Information Statement and is incorporated herein by reference.
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PART IV
-------
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
- - -------- ----------------------------------------------------------------
(a) Documents filed as part of this report:
--------------------------------------
The following financial statements and Report of
Independent Accountants are included on the indicated
pages in the 1995 Annual Report and are incorporated by
reference in this Annual Report on Form 10-K:
1. Index to Financial Statements
-----------------------------
(i) Consolidated Statements of Income and
Retained Earnings for each of the three
years ended December 31, 1995 (page 18).
(ii) Consolidated Balance Sheets, as of
December 31, 1995 and December 31, 1994
(page 19).
(iii) Consolidated Statements of Cash Flows for
each of the three years ended December
31, 1995 (page 20).
(iv) Notes to Consolidated Financial
Statements (pages 21 to 24).
(v) Report of Independent Accountants
relating to above mentioned financial
statements and notes for each of the
three years ended December 31, 1995 (page
25).
2. Index to Financial Schedules
----------------------------
The following schedules for each of the three years ended
December 31, 1995, to the Financial Statements and Report of
Independent Accountants thereon is included on the indicated pages in
this Annual Report on Form 10-K:
(i) Schedule IX. Reserves (page 15).
(ii) Report of Independent Accountants on Financial
Statement Schedules (page 14).
All schedules other than those indicated above are omitted
because of the absence of the conditions under which they are required
or because the required information is set forth in the financial
statements and the accompanying notes thereto.
10
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3. Exhibits
--------
The following exhibits required to be filed as part of this
Annual Report on Form 10-K have been included:
(3) Articles of incorporation and by-laws
(i) Restated Certificate of Incorporation dated March
9, 1984 filed as exhibit 3(i) to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1984 (Commission File No. 0-255) and
incorporated herein by reference.
(ii) By-laws as amended through August 1, 1991 filed as
exhibit 6(a)(19) to the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30,
1991 (Commission File No. 0-255) and incorporated
herein by reference.
(4)and(9) Instruments defining the rights of security
holders, including indentures and voting trust
agreements.
Voting Trust Agreement dated as of April 15,
1987, attached as Annex A to the Prospectus, dated
January 20, 1987, constituting a part of the
Registration Statement on Form S-13 (Registration
No. 2-57861) and incorporated herein by reference.
The Company hereby agrees to furnish to the
Commission upon request a copy of each instrument
omitted pursuant to Item 601(b)(4)(iii)(A) of
Regulation S-K.
(10) Material contracts.
(i) Management Incentive Plan, filed as Exhibit
4(a)(1) to the Annual Report on Form 10-K for the
year ended December 31, 1972 (Commission File No.
0-255), as amended by the Amendment effective
January 1, 1974, filed as Exhibit 13-c to the
Registration Statement on Form S-1 (Registration
No. 2-51832), the Amendment effective January 1,
1977, filed as Exhibit 13(d) to the Registration
Statement on Form S-1 (Registration No. 2-59744),
and the Amendment effective January 1, 1980, filed
as Exhibit 5(f) to the Registration Statement on
Form S-7 (Registration No. 2-68938) and
incorporated herein by reference.
(13) Annual Report to Shareholders for 1995 (except for
those portions which are expressly incorporated by
reference in this Annual Report on Form 10-K, this
exhibit is furnished for the information of the
Commission and is not deemed to be filed as part
of this Annual Report on Form 10-K).
(21) List of subsidiaries of the Company.
(b) Reports on Form 8-K:
-------------------
No reports on Form 8-K were filed during the last quarter of
the Company's fiscal year ended December 31, 1995.
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SIGNATURES
----------
Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, the Company has duly caused this Annual Report
on Form 10-K to be signed on its behalf by the undersigned, thereunto
duly authorized, as of the 27th day of March, 1996.
GRAYBAR ELECTRIC COMPANY, INC.
By /S/ C. L. HALL
------------------------------
(C. L. Hall, President)
Pursuant to the requirements of the Securities Exchange Act of
1934, this Annual Report on Form 10-K has been signed below by the
following persons on behalf of the Company, in the capacities
indicated, on March 27, 1996.
/S/ C. L. HALL
- - -------------------------------------------- Director and President
(C. L. Hall) (Principal Executive Officer
and Principal Financial
Officer)
/S/ J. R. SEATON
- - -------------------------------------------- Director, Vice President
(J. R. Seaton) and Comptroller (Principal
Accounting Officer)
/S/ T. S. GURGANOUS
- - -------------------------------------------- Director
(T. S. Gurganous)
/S/ R. H. HANEY
- - -------------------------------------------- Director
(R. H. Haney)
/S/ G. W. HARPER
- - -------------------------------------------- Director
(G. W. Harper)
/S/ G. J. McCREA
- - -------------------------------------------- Director
(G. J. McCrea)
/S/ R. L. MYGRANT
- - -------------------------------------------- Director
(R. L. Mygrant)
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13
/S/ R. D. OFFENBACHER
- - -------------------------------------------- Director
(R. D. Offenbacher)
/S/ I. ORLOFF
- - -------------------------------------------- Director
(I. Orloff)
/S/ R. A. REYNOLDS
- - -------------------------------------------- Director
(R. A. Reynolds)
/S/ G. S. TULLOCH, JR.
- - -------------------------------------------- Director
(G. S. Tulloch, Jr.)
/S/ J. F. VAN PELT
- - -------------------------------------------- Director
(J. F. Van Pelt)
/S/ J. W. WOLF
- - -------------------------------------------- Director
(J. W. Wolf)
13
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REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULES
To the Board of Directors of
Graybar Electric Company, Inc.
Our audits of the consolidated financial statements referred to in our report
dated February 16, 1996 appearing on page 25 of the 1995 Annual Report to
Shareholders of Graybar Electric Company, Inc., (which report and consolidated
financial statements are incorporated by reference in this Annual Report on
Form 10-K) also included an audit of the Financial Statement Schedule listed
in Item 14(a) of this Form 10-K. In our opinion, this Financial Statement
Schedule presents fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial
statements.
PRICE WATERHOUSE LLP
St. Louis, Missouri
February 16, 1996
14
15
GRAYBAR ELECTRIC COMPANY, INC. AND SUBSIDIARIES
-----------------------------------------------
SCHEDULE IX-RESERVES
--------------------
Column A Column B Column C Column D Column E
-------- -------- -------- -------- --------
Balance at Additions Balance
Beginning Charged to at End
Description of Period Income Deductions of Period
----------- ---------- ---------- ---------- ---------
FOR THE YEAR ENDED DECEMBER 31, 1995:
Reserve deducted from assets to
which it applies-
Allowance for doubtful accounts $ 3,801,000 $ 3,403,000 $ 3,091,000<F1> $ 4,113,000
Allowance for cash discounts 495,000 9,559,000 9,578,000<F2> 476,000
----------- ----------- ----------- -----------
Total $ 4,296,000 $12,962,000 $12,669,000 $ 4,589,000
=========== =========== =========== ===========
FOR THE YEAR ENDED DECEMBER 31, 1994:
Reserve deducted from assets to
which it applies-
Allowance for doubtful accounts $ 3,497,000 $ 2,287,000 $ 1,983,000<F1> $ 3,801,000
Allowance for cash discounts 448,000 8,886,000 8,839,000<F2> 495,000
----------- ----------- ----------- -----------
Total $ 3,945,000 $11,173,000 $10,822,000 $ 4,296,000
=========== =========== =========== ===========
FOR THE YEAR ENDED DECEMBER 31, 1993:
Reserve deducted from assets to
which it applies-
Allowance for doubtful accounts $ 3,485,000 $ 2,061,000 $ 2,049,000<F1> $ 3,497,000
Allowance for cash discounts 464,000 8,290,000 8,306,000<F2> 448,000
----------- ----------- ----------- -----------
Total $ 3,949,000 $10,351,000 $10,355,000 $ 3,945,000
=========== =========== =========== ===========
<FN>
<F1> Amount of trade receivables written off against the reserve provided.
<F2> Discounts allowed to customers.
15
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INDEX TO EXHIBITS
17
INDEX TO EXHIBITS
-----------------
Exhibits
--------
(3) Articles of incorporation and by-laws.
(i) Restated Certificate of Incorporation dated March 9,
1984..................................................<F*>
(ii) By-laws as amended through August 1, 1991.............<F*>
(4)and(9) Instruments defining the rights of security holders, including
indentures and voting trust agreements.
Voting Trust Agreement dated as of April 15, l987, attached as
Annex A to the Prospectus, dated January 20, 1987, constituting
a part of the Registration Statement on Form S-13 (Registration
No. 2- 57861)...............................................<F*>
(10) Material contracts.
(i) Management Incentive Plan, filed as Exhibit 4(a)(1) to the
Annual Report on Form 10-K for the year ended December 31, 1972
(Commission File No. 0-255), as amended by the Amendment
effective January 1, 1974, filed as Exhibit 13-c to the
Registration Statement on Form S-1 (Registration No. 2- 51832),
the Amendment effective January 1, 1977, filed as Exhibit 13(d)
to the Registration Statement on Form S-1 (Registration No.
2-59744), and the Amendment effective January 1, 1980, filed as
Exhibit 5(f) to the Registration Statement on Form S-7
(Registration No. 2- 68938).................................<F*>
(13) Annual Report to Shareholders for 1995 (except for those
portions which are expressly incorporated by reference in this
Annual Report on Form 10-K, this exhibit is furnished for the
information of the Commission and is not deemed to be filed as
part of this Annual Report on Form 10-K)
(21) List of subsidiaries of the Company
--------------
[FN]
<F*>Incorporated by reference in this Annual Report on Form 10-K.
16