1
CONFORMED
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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, 1998.
-----------------
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 (IRS Employer Identification No.)
incorporation or organization)
34 North Meramec Avenue, St. Louis, Missouri 63105
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(Address of principal executive offices) (Zip Code)
Post Office Box 7231, St. Louis, Missouri 63177
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(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 26, 1999 -
5,811,277 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 26, 1999, was approximately $116,225,540. Pursuant to a Voting Trust
Agreement, dated as of April 1, 1997, approximately 94% 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 for the fiscal year ended December
31, 1998 -- Part II, Items 5-8.
(2) Information Statement relating to the 1999 Annual Meeting of
Shareholders -- Part III, Items 10-13.
2
PART I
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Item 1. Business
- ------- --------
Graybar Electric Company, Inc. (the "Company") is engaged
internationally in the distribution of electrical and communications products
and integrated supply services 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 1998, the Company purchased a significant portion of its
products from several major 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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3
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, cable, 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, 1998 and 1997, the Company had orders on hand
which totaled approximately $252,052,000 and $ 232,157,000, respectively.
The Company believes that the increase from 1997 to 1998 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, 1998 will be filled within the twelve-month period ending
December 31, 1999. 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 four (4) 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, Canada and Chile.
3
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 11 Puerto Rico 1
Cincinnati, OH 8
Dallas, TX 30 Graybar Electric (Ontario) Ltd.
-------------------------------
Glendale Heights, IL 16 Canada 6
Miami, FL 3
Minneapolis, MN 18 Graybar Electric Ltd.
---------------------
New York, NY 15 Canada 18
Norcross, GA 19
Phoenix, AZ 27 Graybar de Mexico, S.DE R.L. DE C.V.
------------------------------------
Pittsburgh, PA 13 Mexico City, Mexico 1
Richmond, VA 18
Seattle, WA 23 Graybar International PTE, Ltd.
-------------------------------
St. Louis, MO 16 Singapore 1
Tampa, FL 22
Graybar International de Chile Limitada
---------------------------------------
Santiago 1
Zone Distributing Houses
- ------------------------
Austell, GA 1
Bethlehem, PA 1
Dallas, TX 1
Peoria, IL 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 sixty percent 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 six 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
------------------ -------------------
1998 1997 1996
---------- ---------- ----------
Electrical Contractors 38.2% 38.3% 39.1%
Industrial Plants 25.5 29.3 29.8
Telecommunication Companies 28.7 26.1 24.4
Private and Public Power Utilities 3.9 4.6 5.0
Integrated Supply 2.4 --- ---
Miscellaneous 1.3 1.7 1.7
---------- ---------- ----------
100.0% 100.0% 100.0%
========== ========== ==========
At December 31, 1998, the Company employed approximately 2,900
persons in sales capacities. Approximately 1,300 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 one of the three largest
distributors of electrical and comm/data products in the United States. The
field is highly competitive, and the Company estimates that the three largest
distributors 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.
5
6
Employees
- ---------
At December 31, 1998, the Company employed approximately 7,900
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, 1998, the Company operated offices and
distribution facilities in 275 locations. Of these, 142 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 5,000
square feet to 213,000 square feet, the average being approximately 29,000
square feet.
As of December 31, 1998, approximately $30.5 million in debt of
the Company was secured by mortgages on 35 buildings. Eighteen of these
facilities are subject to a first mortgage securing a 12.25% note, of which
$1.8 million in principal amount remains outstanding. Seven of these
facilities are subject to a first mortgage securing a 9.23% note, of which
$19.1 million in principal amount remains outstanding. Eight of these
facilities are subject to first mortgages securing variable rate notes, of
which $1.7 million in principal remains outstanding. A facility in Houston,
Texas is subject to a first mortgage securing a 7.75% note, of which $2.5
million in principal remains outstanding, and a facility in St. Louis,
Missouri is subject to a first mortgage securing a 7.74% note, of which $5.4
million in principal remains outstanding.
Item 3. Legal Proceedings
- ------- -----------------
There are presently no material pending legal proceedings which
are expected to have a material impact on the Company or any one of its
subsidiaries.
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.
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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, 1998, (the "1998 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.
Item 6. Selected Financial Data
- ------- -----------------------
The selected financial data for the Company as of December 31, 1998
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 18 of the 1998 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 19 and 20 of the 1998 Annual Report and is incorporated herein by
reference.
7
8
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
- -------- ----------------------------------------------------------
The Company's interest expense is sensitive to changes in the
general level of interest rates. In this regard, changes in interest rates
affect the interest paid on its debt. To mitigate the cash flow impact of
interest rate fluctuations, the Company generally maintains a significant
portion of its debt as fixed rate in nature by borrowing on a long-term basis.
The following table provides information about financial
instruments that are sensitive to changes in interest rates. The table
presents principal cash flows and related weighted-average interest rates by
expected maturity dates.
1999 2000 2001 2002 2003 Thereafter Total
---- ---- ---- ---- ---- ---------- -----
Long-term debt principal
payments by expected
maturity dates, including
current portion -
Fixed rate debt 15,545 18,357 22,347 22,561 30,626 173,406 282,842
Average interest rate 7.81% 6.92% 7.03% 7.01% 6.91% 6.89%
Variable rate debt 930 891 288 200 169 725 3,203
Average interest rate 8.25% 8.27% 8.29% 8.27% 8.28% 8.27%
Notes payable to banks -
Short-term notes 43,948 --- --- --- --- --- 43,948
Average interest rate 5.78%
The fair value of long-term debt is estimated by discounting cash
flows using current borrowing rates available for debt of similar
maturities. Based on the discounted cash flow analysis, the fair value of
long-term debt approximates the carrying value at December 31, 1998. Fair
value of the notes payable to banks approximates the carrying value due to
the short-term maturity of the instruments.
Foreign Exchange Rate Risk
--------------------------
The Company conducts business in several foreign countries
including Canada, Mexico, Puerto Rico, Singapore and Chile. Exposure from
foreign currency exchange rate fluctuations is not material.
Item 8. Financial Statements and Supplementary Data
- ------- -------------------------------------------
The financial statements and Report of Independent Auditors
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."
8
9
Such financial statements specifically referenced from the 1998
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. Changes in and Disagreements with Accountants on Accounting and
- ------- ---------------------------------------------------------------
Financial Disclosure
--------------------
None.
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 1999 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
9
10
Item 13, will be included under the caption "Directors and Executive
Officers" in the Information Statement and is incorporated herein by
reference.
PART IV
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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 Auditors are included on the indicated pages in
the 1998 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, 1998 (page 21).
(ii) Consolidated Balance Sheets, as of December 31,
1998 and December 31, 1997 (page 22).
(iii) Consolidated Statements of Cash Flows for each
of the three years ended December 31, 1998
(page 23).
(iv) Consolidated Statements of Changes in
Shareholders' Equity for each of the three years
ended December 31, 1998 (page 24)
(v) Notes to Consolidated Financial Statements
(pages 25 to 28).
(vi) Report of Independent Auditors (page 29).
2. Index to Financial Schedule
---------------------------
The following schedule for each of the three years ended
December 31, 1998, to the financial statements is included on the indicated
page in this Annual Report on Form 10-K:
(i) Schedule II. Valuation and Qualifying Accounts
(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.
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
10
11
(i) Restated Certificate of Incorporation, as
amended, filed as exhibit 4(i) to the Company's
Registration Statement on Form S-1 (Registration
No. 333-15761) and incorporated herein by
reference.
(ii) By-laws as amended through August 1, 1994 filed
as exhibit 3(ii) to the Company's Annual Report
on Form 10-K for the year ended December 31,
1997 (Commission File No. 0-255) and
incorporated herein by reference.
(4)and(9) Voting Trust Agreements
Voting Trust Agreement dated as of April 1,
1997, attached as Annex A to the Prospectus, dated
January 21, 1997, constituting a part of the
Company's Registration Statement on Form S-1
(Registration No. 333-15761) 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 1998 (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.
(23) Independent Auditors' Consent of Ernst and Young LLP.
(27) Financial Data Schedule (submitted in EDGAR format only).
(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, 1998.
11
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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 26th day of March, 1999.
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 26,
1999.
/s/ C. L. HALL Director and President
- ---------------------------------- (Principal Executive Officer
(C. L. Hall) and Principal Financial
Officer)
/s/ J. R. SEATON Director, Vice President
- ---------------------------------- and Comptroller (Principal
(J. R. Seaton) Accounting Officer)
/s/ R. A. COLE Director
------------------------------------
(R. A. Cole)
/s/ T. F. DOWD Director
------------------------------------
(T. F. Dowd)
/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/ W. L. KING Director
------------------------------------
(W. L. King)
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/s/ J. C. LOFF Director
------------------------------------
(J. C. Loff)
/s/ G. J. McCREA Director
------------------------------------
(G. J. McCrea)
/s/ R. D. OFFENBACHER Director
------------------------------------
(R. D. Offenbacher)
/s/ R. A. REYNOLDS, JR. Director
------------------------------------
(R. A. Reynolds, Jr.)
/s/ C. R. UDELL Director
------------------------------------
(C. R. Udell)
/s/ J. F. VAN PELT Director
------------------------------------
(J. F. Van Pelt)
/s/ J. W. WOLF Director
------------------------------------
(J. W. Wolf)
13
14
GRAYBAR ELECTRIC COMPANY, INC. AND SUBSIDIARIES
-----------------------------------------------
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
---------------------------------------------
Column A Column B Column C Column D Column E
-------- -------- -------- -------- --------
Balance at Additions Balance
Beginning Charged to at End
of Period Income Deductions of Period
Description --------- ---------- ---------- ---------
-----------
FOR THE YEAR ENDED DECEMBER 31, 1998:
Reserve deducted from assets to
which it applies-
Allowance for doubtful accounts $3,962,000 $ 2,331,000 $ 2,158,000 <F1> $4,135,000
Allowance for cash discounts 665,000 11,855,000 11,872,000 <F2> 648,000
---------- ----------- ----------- ----------
Total $4,627,000 $14,186,000 $14,030,000 $4,783,000
========== =========== =========== ==========
FOR THE YEAR ENDED DECEMBER 31, 1997:
Reserve deducted from assets to
which it applies-
Allowance for doubtful accounts $3,901,000 $ 2,196,000 $ 2,135,000 <F1> $3,962,000
Allowance for cash discounts 582,000 10,557,000 10,474,000 <F2> 665,000
---------- ----------- ----------- ----------
Total $4,483,000 $12,753,000 $12,609,000 $4,627,000
========== =========== =========== ==========
FOR THE YEAR ENDED DECEMBER 31, 1996:
Reserve deducted from assets to
which it applies-
Allowance for doubtful accounts $4,113,000 $ 2,004,000 $ 2,216,000 <F1> $3,901,000
Allowance for cash discounts 476,000 9,743,000 9,637,000 <F2> 582,000
---------- ----------- ----------- ----------
Total $4,589,000 $11,747,000 $11,853,000 $4,483,000
========== =========== =========== ==========
<FN>
<F1> Amount of trade receivables written off against the reserve provided.
<F2> Discounts allowed to customers.
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INDEX TO EXHIBITS
-----------------
Exhibits
--------
(3) Articles of incorporation and by-laws.
(i) Restated Certificate of Incorporation, as amended, filed as
exhibit 4(i) to the Company's Registration Statement on Form S-1
(Registration No. 333-15761) <F*>
(ii) By-laws as amended through August 1, 1994 filed as exhibit
3(ii) to the Company's Annual Report on Form 10-K for the year
ended December 31, 1997 (Commission File No. 0-255) <F*>
(4)and(9) Voting Trust Agreements
Voting Trust Agreement dated as of April 1, 1997, attached
as Annex A to the Prospectus, dated January 21, 1997,
constituting a part of the Company's Registration Statement on
Form S-1 (Registration No. 333-15761) <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 1998 (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.
(23) Independent Auditors' Consent of Ernst and Young LLP.
(27) Financial Data Schedule (submitted in EDGAR format only).
--------------
<FN>
<F*>Incorporated by reference in this Annual Report on Form 10-K.
15