1
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 March 31, 1997
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 1-7872
TRANSTECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-4062211
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
150 Allen Road 07938
Liberty Corner, New Jersey (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (908) 903-1600
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $0.01
(Title of class)
New York Stock Exchange
(Name of exchange on which registered)
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. [ ]
As of May 30, 1997, the aggregate market value of voting stock held by
nonaffiliates of the registrant based on the last sales price as reported by the
New York Stock Exchange on such date was $87,857,580.00 (See Item 12)
As of May 30, 1997, the registrant had 5,027,733 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant's Annual Report for the fiscal year ended March 31, 1997 is
incorporated by reference into Part I and II hereof.
The registrant's Proxy Statement for the fiscal year ended March 31, 1997
is incorporated by reference into Part III hereof.
2
PART I
ITEM 1. BUSINESS.
GENERAL
TransTechnology Corporation develops, manufacturers and sells a wide
range of products in two industry segments, as described below. TransTechnology
Corporation was originally organized in 1962 as a California corporation and
reincorporated in Delaware in 1986. Unless the context otherwise requires,
references to the "Company" or the "Registrant" refer to TransTechnology
Corporation (including the California corporation prior to the reincorporation)
and its consolidated subsidiaries. The Company's fiscal year ends on March 31.
Accordingly, all references to years in this report refer to the fiscal year
ended March 31 of the indicated year.
TransTechnology Corporation's core business areas are specialty
fastener products and rescue hoist and cargo hook systems. During 1997, the
Company continued its program to improve its position as one of the world's
major suppliers of specialty fasteners to the transportation and industrial
markets. Key aspects of this program include the consolidation and
standardization of its overseas retaining ring manufacturing operations. Actions
taken during 1997 to accomplish this goal included the installation of a new
business information system at all of the Company's European retaining ring
facilities and the commencement of closing one of the Company's two retaining
ring factories in Germany. Production from this factory will be transferred
primarily to the Company's U.K. manufacturing facility and the other German
retaining ring manufacturing facility. Domestically, the Company commenced the
process of consolidating its United States retaining ring manufacturing and
distribution facilities. These actions, together with strategic acquisition
activities during and subsequent to the close of the fiscal year, further
strengthen the Company's position as one of the world's major suppliers of
specialty fasteners to the transportation and industrial markets.
The Breeze-Eastern division makes up the rescue hoist and cargo hook products
segment, and is the world's leader in these systems which are sold primarily to
military and civilian agencies.
DISCONTINUED OPERATIONS
The following entities, discontinued in the years indicated, have been
classified as discontinued operations in the Company's financial statements:
Lundy Technical Center (chaff) (1995), TransTechnology Electronics (1995), and
TransTechnology Systems & Services (computer maintenance and service) (1995).
For a more detailed description of these transactions, see "Note 2" of the
"Notes to Consolidated Financial Statements" included in the Company's 1997
Annual Report on page 15 which is incorporated herein by reference.
SPECIALTY FASTENER PRODUCTS
The Company's specialty fastener products are manufactured by its
Seeger Group of companies ("Seeger-Orbis", "Anderton", and "Seeger Reno"), its
Breeze Industrial Products division ("Breeze Industrial"), its Palnut Company
division ("Palnut", "Industrial Retaining Ring Company" and "Seeger, Inc.") and
its Pebra hose clamp business ("Pebra"). The Seeger Group of companies,
Industrial Retaining Ring Company and Seeger, Inc. design and manufacture highly
engineered retaining rings for both the
1
3
domestic and international transportation and industrial markets. Breeze
Industrial designs and manufactures a diverse line of high-quality stainless
steel hose clamps including worm drive hose clamps, T-Bolt and V-Band clamps,
and light duty clamps for the heavy truck and industrial equipment industries by
both original equipment manufacturers and replacement suppliers. Pebra designs
and manufactures hose clamps primarily for heavy truck manufacturers in Europe.
The Palnut Company manufactures single and multi-thread metal fasteners for the
automotive and industrial products markets. These include lock nuts used for
load carrying in light duty assemblies or as a supplement to ordinary nuts to
assure tightness; the On-Sert(R) fastener, which is pressed onto hollow plastic
bosses to increase torque and minimize stripping; push-nuts used as temporary
fasteners that hold pre-inserted bolts in place for final assembly or in ratchet
plates which fasten onto a shaft or stud; self-threaders used in the
installation of automotive trim; U-Nuts that provide one-sided screw assembly
and are used to fasten bumpers, fenders and grills to vehicles; and various
single-threaded parts designed for insertion into metal or plastic panels.
Specialty fasteners are marketed through a combination of a direct
sales force, distributors and manufacturing representatives. Such products
contributed 81%, 81% and 70% of the Company's consolidated sales in 1997, 1996
and 1995, respectively.
Through its MassTech product line, Breeze Industrial also manufactures
tachometers and related items such as speed sensors that are used to measure
rotational shaft speeds and direction, and to indicate revolutions per minute.
These products are sold primarily to heavy-duty original equipment
manufacturers.
At March 31, 1997, the Company's Specialty Fastener Products segment
backlog was $36.1 million, compared to $31.4 million at March 31, 1996. The
increase is primarily the result of the acquisition of Pebra and increased
backlog balances at the Company's domestic fastener operations. Substantially
all of the March 31, 1997 backlog is scheduled to be shipped during fiscal 1998.
RESCUE HOIST AND CARGO HOOK PRODUCTS
The Company's Breeze-Eastern division ("Breeze-Eastern") specializes in
the design, development and manufacture of sophisticated lifting and restraining
products, principally helicopter rescue hoists, reeling machines and external
hook systems. In addition, Breeze-Eastern designs, develops and manufactures
winches and hoists for aircraft cargo and weapon-handling systems with
applications ranging from cargo handling on fixed-wing aircraft to positioning
television cameras on blimps, antenna and gear drives. Management believes that
Breeze-Eastern is the industry market share leader in sales of personnel-rescue
hoists and cargo hook equipment. As a pioneer of helicopter hoist technology,
Breeze-Eastern continues to develop sophisticated helicopter hoist systems,
including systems for the current generation of Seahawk, Chinook, Dolphin,
Merlin and Super Stallion helicopters. Breeze-Eastern also supplies equipment
for the United States, Japanese and European Multiple-Launch Rocket Systems
which use two specialized hoists to load and unload rocket pod containers.
Breeze-Eastern's external cargo-lift hook systems are original equipment on most
helicopters manufactured today. These hook systems range from small 1,000-pound
capacity models up to the largest 36,000-pound capacity hooks employed on the
Super Stallion helicopter. Breeze-Eastern also manufactures aircraft and cargo
tie-downs and electronic control boxes and components for helicopter tow boom
assemblies for helicopters employed in Navy minesweeping operations.
2
4
Breeze-Eastern sells its products through an internal marketing
representative and several independent sales representatives and distributors.
Breeze-Eastern's product lines contributed 19%, 19% and 30% to the Company's
consolidated sales in 1997, 1996 and 1995, respectively. The reduced percentage
following 1995 is attributable primarily to the acquisition of the Seeger Group
fastener businesses.
The Rescue Hoist and Cargo Hook Product segment backlog varies
substantially from time to time due to the size and timing of orders. At March
31, 1997, the backlog of unfilled orders was $32.5 million, compared to $30.9
million at March 31, 1996. The majority of the March 31, 1997 backlog is
anticipated to be shipped during fiscal 1998.
DEFENSE INDUSTRY SALES
9% of the Company's consolidated sales in 1997, as compared to 8% and
18% in 1996 and 1995, respectively, were derived from sales to the United States
Government, principally the military services of the Department of Defense and
its prime contractors. These contracts typically contain precise performance
specifications and are subject to customary provisions which give the United
States Government the contractual right of termination for convenience. In the
event of termination for convenience, however, the Company is typically
protected by provisions allowing reimbursement for costs incurred as well as
payment of any applicable fees or profits.
ENVIRONMENTAL MATTERS
Due primarily to Federal and State legislation which imposes liability,
regardless of fault, upon commercial product manufacturers for environmental
harm caused by chemicals, processes and practices that were commonly and
lawfully used prior to the enactment of such legislation, the Company may be
liable for all or a portion of the environmental clean-up costs at sites
previously owned or leased by the Company (or corporations acquired by the
Company). The Company's contingencies associated with environmental matters are
described in Note 11 of Notes to Consolidated Financial Statements included in
the Company's 1997 Annual Report on page 21 which is incorporated herein by
reference.
COMPETITION
The Company's businesses compete in some markets with entities that are
larger and have substantially greater financial and technical resources than the
Company. Generally, competitive factors include design capabilities, product
performance and delivery and price. The Company's ability to compete
successfully in such markets will depend on its ability to develop and apply
technological innovations and to expand its customer base and product lines. The
Company is successfully doing so both internally and through acquisitions. There
can be no assurance that the Company will continue to successfully compete in
any or all of the businesses discussed above. The failure of the Company to
compete in more than one of these businesses could have a material and adverse
effect on the Company's profitability.
3
5
RAW MATERIALS
The various components and raw materials used by the Company to produce
its products are generally available from more than one source. In those
instances where only a single source for any material is available, most of such
items can generally be redesigned to accommodate materials made by other
suppliers. In some cases, the Company stocks an adequate supply of the single
source materials for use until a new supplier can be approved. No material part
of the Company's business is dependent upon a single supplier or a few suppliers
the loss of which would have a materially adverse effect on the Company's
consolidated financial position.
EMPLOYEES
As of May 30, 1997 the Company employed 1,587 persons. There were 1,395
employees associated with the Specialty Fastener Products segment, 172 with the
Rescue Hoist and Cargo Hook Products segment and 20 with the corporate office.
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
Financial information relating to each of the Company's segments has
been included in Note 13 of Notes to Consolidated Financial Statements included
in the Company's 1997 Annual Report on pages 22-23 and is incorporated herein by
reference.
FOREIGN OPERATIONS AND SALES
The Company's foreign-based facilities during fiscal 1997 consisted of
the Seeger-Orbis and Pebra facilities located in Germany, the Anderton facility
located in the U.K. and the Seeger Reno facility located in Brazil. The Company
acquired all of these businesses on June 30, 1995, except for Pebra which was
acquired on June 18, 1996. Additionally, the Company had foreign-based
facilities during fiscal 1996 that are treated as discontinued operations as of
March 31, 1996. The Company had foreign sales of $58 million and $45.2 million
in fiscal 1997 and 1996, respectively, representing 32% and 29% of the Company's
consolidated sales in each of those years, respectively. The Company had export
sales of $19.8 million, $16.9 million and $15.4 million in fiscal 1997, 1996 and
1995, respectively, representing 11%, 11% and 15% of the Company's consolidated
sales in each of those years, respectively. The risk and profitability attendant
to these sales are generally comparable to similar products sold in the United
States. Sales, profits and identifiable assets attributable to the Company's
foreign and domestic operations, and the identification of export sales by
geographic area, are set forth in Note 13 of Notes to Consolidated Financial
Statements in the Company's 1997 Annual Report on pages 22-23 and is
incorporated herein by reference.
ITEM 2. PROPERTIES
The following table sets forth certain information concerning the
Company's principal facilities for its continuing operations:
4
6
Owned or
Location Use of Premises Leased Sq. Ft
-------- --------------- ------ ------
Liberty Corner, New Jersey Executive Offices Leased 10,000
SPECIALTY FASTENER
PRODUCTS SEGMENT
- ----------------
Saltsburg, Pennsylvania Breeze Industrial offices and
manufacturing plant Owned 100,000
Mountainside, New Jersey Palnut offices and manufacturing
plant Owned 142,000
Irvington, New Jersey Industrial Retaining Ring
manufacturing plant Owned 37,000
Somerset, New Jersey Seeger, Inc. offices
and manufacturing plant Leased 104,000
Konigstein, Germany Seeger Group offices and
Seeger-Orbis manufacturing plant Owned 149,000
Eichen, Germany Seeger-Orbis manufacturing plant Owned 51,000
Bingley, England Anderton offices and manufacturing plant Owned 124,000
Sao Paulo, Brazil Seeger Reno offices and
manufacturing plant Owned 85,000
Frittlingen, Germany Pebra offices and
manufacturing plant Owned 30,000
RESCUE HOIST AND CARGO
HOOK PRODUCTS SEGMENT
Union, New Jersey Breeze-Eastern offices Owned 188,000
and manufacturing plant
The Company believes that such facilities are suitable and adequate for
the Company's foreseeable needs and that additional space, if necessary, will be
available. The Company continues to own or lease property that it no longer
needs in its operations. These properties are located in California,
Pennsylvania, New York, Illinois and North Carolina. In some instances, the
properties are leased or subleased and in nearly all instances these properties
are for sale.
5
7
ITEM 3. LEGAL PROCEEDINGS
The information required has been included in Note 11 of Notes to
Consolidated Financial Statements included in the Company's 1997 Annual Report
on page 21 and is incorporated herein by reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
6
8
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock, par value $0.01, is traded on the New York
Stock Exchange under the symbol TT. The following table sets forth the range of
high and low closing sales prices on the New York Stock Exchange for the Common
Stock for the calendar quarters indicated, as reported by the New York Stock
Exchange.
High Low
---- ---
Fiscal 1996
First Quarter $ 13-1/2 $ 10-3/4
Second Quarter 14-7/8 12
Third Quarter 15-1/8 11-7/8
Fourth Quarter 15 12-1/2
Fiscal 1997
First Quarter $ 19-3/4 $ 14-7/8
Second Quarter 18-5/8 17-3/8
Third Quarter 19-7/8 18
Fourth Quarter 22-7/8 19-5/8
Fiscal 1998
First Quarter $ 21-3/8 $ 20
(through May 30, 1997)
As of May 30, 1997, the number of stockholders of record of the Common
Stock was 2,173. On May 30, 1997 the closing sales price of the Common Stock was
$20.
The Company's bank indebtedness permits quarterly dividend payments
which cannot exceed 25% of the Company's cumulative net income in each year. The
Company paid a regular quarterly dividend of $0.065 per share on June 1,
September 1 and December 1, 1995, March 1, June 1, September 1 and December 1,
1996 and March 1, 1997.
7
9
ITEM 6. SELECTED FINANCIAL DATA
The information required has been included in the Company's 1997 Annual
Report on page 1 and is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required has been included in the Company's 1997 Annual
Report on pages 25-30 and is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial Statements: The information required has been included in the
Company's 1997 Annual Report on pages 9-24 and is incorporated herein by
reference.
Quarterly Financial Data: The information required has been included in
Note 14 of Notes to Consolidated Financial Statements in the Company's
1997 Annual Report on page 23 and is incorporated herein by reference.
Financial Statement Schedules:
Schedule II --
Consolidated Valuation and Qualifying Accounts for years ended
March 31, 1997, 1996 and 1995.
Schedules required by Article 5 of Regulation S-X, other than
those listed above, are omitted because of the absence of the
conditions under which they are required.
8
10
INDEPENDENT AUDITORS' REPORT
To the Stockholders and the Board of Directors of TransTechnology Corporation:
We have audited the financial statements of TransTechnology Corporation as of
March 31, 1997 and 1996, and for each of the three years in the period ended
March 31, 1997, and have issued our report thereon dated May 12, 1997; such
financial statements and report are included in your 1997 Annual Report and are
incorporated herein by reference. Our audits also included the financial
statement schedule of TransTechnology Corporation, listed in Item 14. This
financial statement schedule is the responsibility of the Corporation's
management. Our responsibility is to express an opinion based on our audits. In
our opinion, such financial statement schedule, when considered in relation to
the basic financial statements taken as a whole, presents fairly in all material
respects the information set forth therein.
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
May 12, 1997
9
11
ARTHUR
ANDERSEN
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders of
The New Seeger Group:
We have audited the accompanying combined balance sheet in U.S.-Dollars of The
New Seeger Group (as defined in Notes 1 and 3) as of March 31, 1996, and the
related combined statements of income, shareholders' equity and cash flows for
the period July 1, 1995 through March 31, 1996 which, as described in Note 3,
have been prepared on the basis of accounting principles generally accepted in
the United States. These financial statements are the responsibility of The New
Seeger Group's management. Our responsibility is to express an opinion on these
combined financial statements based on our audit.
We conducted our audit 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 audit provides a reasonable basis for our opinion.
In our opinion, the combined financial statements in U.S.-Dollars referred to
above present fairly, in all material respects, the financial position of The
New Seeger Group as of March 31, 1996, and the results of their operations and
their cash flows for the period July 1, 1995 through March 31, 1996, in
conformity with accounting principles generally accepted in the United States.
ARTHUR ANDERSEN
Wirtschaftsprufungsgesellschaft
Steuerberatungsgesellschaft mbH
/s/ Laupenmuhlen /s/ Kugler
Laupenmuhlen Kugler
Wirtschaftsprufer Wirtschaftsprufer
(certified auditor) (certified auditor)
Eschborn/Frankfurt/M.
May 28, 1996
10
12
TRANSTECHNOLOGY CORPORATION
SCHEDULE II
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR YEARS ENDED MARCH 31, 1997, 1996 AND 1995
(IN THOUSANDS)
BALANCE AT CHARGED TO CHARGED TO BALANCE
BEGINNING OF COSTS AND OTHER AT END
DESCRIPTION PERIOD EXPENSES ACCOUNTS DEDUCTIONS OF PERIOD
- ----------- ------ -------- -------- ---------- ---------
1997
Allowances for
doubtful accounts
and sales returns $735 $139 $246 $532 $588
1996
Allowances for
doubtful accounts
and sales returns $103 $468 $382 (A) $218 (A) $735
1995
Allowances for
doubtful accounts
and sales returns $271 $ 65 $ 23 $256 $103
(A) Amount represents balance acquired from Seeger acquisition.
11
13
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 required by this item is contained in the Company's
Proxy Statement for the year ended March 31, 1997 and is incorporated herein by
reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is contained in the Company's
Proxy Statement for the year ended March 31, 1997 and is incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is contained in the Company's
Proxy Statement for the year ended March 31, 1997 and is incorporated herein by
reference.
For purposes of the calculation of the aggregate market value of voting
stock held by non-affiliates, the Company has assumed that the shares of Common
Stock beneficially owned by Dr. Arch C. Scurlock are not held by an affiliate of
the Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is contained in the Company's
Proxy Statement for the year ended March 31, 1997 and is incorporated herein by
reference.
12
14
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) List of documents filed as part of the Annual Report:
1. Financial Statements:
Consolidated Balance Sheets at March 31, 1997 and March 31,
1996
Statements of Consolidated Operations for the years ended
March 31, 1997, 1996 and 1995
Statements of Consolidated Cash Flows for the years ended
March 31, 1997, 1996 and 1995
Statements of Consolidated Stockholders' Equity for the years
ended March 31, 1997, 1996 and 1995
Notes to Consolidated Financial Statements
Independent Auditors' Report
2. Financial Statement Schedules:
Schedule II - Consolidated Valuation and Qualifying Accounts
for the years ended March 31, 1997, 1996 and 1995
3. Exhibits:
The exhibits listed on the accompanying Index to Exhibits are
filed as part of this report.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the fiscal year ended
March 31, 1997.
13
15
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: June 23, 1997
TRANSTECHNOLOGY CORPORATION
By: /s/Michael J. Berthelot
----------------------------
Michael J. Berthelot,
Chairman of the Board
and Chief Executive Officer
14
16
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.
Signature Title Date
--------- ----- ----
/s/Michael J. Berthelot Chairman of the Board June 23, 1997
- ----------------------------------- and Chief Executive Officer
MICHAEL J. BERTHELOT (Principal Executive Officer)
/s/Patrick K. Bolger President, Chief Operating Officer June 23, 1997
- ----------------------------------- and Director
PATRICK K. BOLGER
/s/Joseph F. Spanier Vice President, Chief Financial Officer June 23, 1997
- ----------------------------------- and Treasurer
JOSEPH F. SPANIER (Principal Financial and Accounting Officer)
/s/Walter Belleville Director June 17, 1997
- -----------------------------------
WALTER BELLEVILLE
/s/Gideon Argov Director June 23, 1997
- -----------------------------------
GIDEON ARGOV
/s/Thomas V. Chema Director June 23, 1997
- -----------------------------------
THOMAS V. CHEMA
/s/James A. Lawrence Director June 23, 1997
- -----------------------------------
JAMES A. LAWRENCE
/s/Michel Glouchevitch Director June 18, 1997
- -----------------------------------
MICHEL GLOUCHEVITCH
15
17
INDEX TO EXHIBITS
Page
Sequentially
Numbered
--------
3.1 Certificate of Incorporation of the Company.(1) --
3.2 Bylaws of the Company.(8) --
10.1 1996 - 1998 Incentive Compensation Plan of the Company. --
10.2 Amended and Restated 1992 Long Term Incentive Plan of the Company. (2) --
10.3 Form of Incentive Stock Option Agreement.(2) --
10.4 Form of Director Stock Option Agreement.(3) --
10.5 Form of Restricted Stock Award Agreement used under the Company's Amended and
Restated 1992 Long Term Incentive Plan.(4) --
10.6 Indemnification Agreement dated February 11, 1987 between the Company and each of
its officers and directors.(5) --
10.7 Executive Life Insurance Plan.(6) --
10.8 Revolving Credit and Loan Agreement dated as of June 30, 1995 between the
Company and the First National Bank of Boston.(7) --
10.9 First Amendment to the Revolving Credit and Loan Agreement dated as of August 29, 1995
between the Company and the First National Bank of Boston.(8) --
10.10 Second Amendment to the Revolving Credit and Loan Agreement dated as of October 27, 1995
between the Company and the First National Bank of Boston.(8) --
10.11 Third Amendment to the Revolving Credit and Loan Agreement dated as of March 29, 1996
between the Company and the First National Bank of Boston.(8) --
10.12 Fourth Amendment to the Revolving Credit and Loan Agreement dated as of December 31, 1996
between the Company and the First National Bank of Boston. --
10.13 Fifth Amendment to the Revolving Credit and Loan Agreement dated as of March 31, 1997
between the Company and the First National Bank of Boston.(9) --
10.14 Form of Executive Severance Agreement with Officers of the Company. --
10.15 Form of Executive Severance Agreement with Subsidiary Presidents. --
10.16 Form of Executive Severance Agreement with Division Presidents. --
10.17 Form of Executive Severance Agreement with Overseas Subsidiary Managing Directors. --
13 The Company's 1997 Annual Report. --
21 List of Subsidiaries of the Company. --
23 Independent Auditors' Consent. --
27 Financial Data Schedule. --
- ----------------------
16
18
(1) Incorporated by reference from the Company's Form 8-A Registration
Statement No. 2-85599 dated February 9, 1987. --
(2) Incorporated by reference from the Company's Registration Statement on
Form S-8 No. 33-87800 dated December 22, 1994. --
(3) Incorporated by reference from the Company's Annual Report on Form 10-K
for the Fiscal Year ended March 31, 1995. --
(4) Incorporated by reference from the Company's Annual Report on Form 10-K
for the Fiscal Year ended March 31, 1994. --
(5) Incorporated by reference from the Company's Annual Report on Form 10-K
for the Fiscal Year ended March 31, 1987. --
(6) Incorporated by reference from the Company's Annual Report on Form 10-K
for the Fiscal Year ended March 31, 1989. --
(7) Incorporated by reference from the Company's Report on Form 8-K
filed on July 14, 1995. --
(8) Incorporated by reference from the Company's Annual Report on Form 10-K
for the Fiscal Year ended March 31, 1996. --
(9) Incorporated by reference from the Company's Report on Form 8-K filed
on April 29, 1997. --
17