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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended March 31, 1998
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
Liberty Corner, New Jersey 07938
(Address of principal executive offices) (Zip Code)
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 29, 1998, the aggregate market value of voting stock held by
non-affiliates of the registrant based on the last sales price as reported by
the New York Stock Exchange on such date was $160,179,930.00. (See Item 12)
As of May 29, 1998, the registrant had 6,298,180 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant's Annual Report for the fiscal year ended March 31, 1998 is
incorporated by reference into Part I and II hereof.
The registrant's Proxy Statement for the fiscal year ended March 31, 1998
is incorporated by reference into Part III hereof.
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PART I
ITEM 1. BUSINESS.
GENERAL
TransTechnology Corporation develops, manufactures 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 1998, 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 growth through acquisitions and the
consolidation and rationalization of its overseas and domestic retaining ring
manufacturing operations. Actions taken during 1998 to accomplish these goals
included the acquisition of all of the outstanding stock of TCR Corporation. For
a more detailed description of this transaction, see "Note 3" of the "Notes to
Consolidated Financial Statements" included in the Company's 1998 Annual Report
on pages 15-16 which is incorporated herein by reference. Additionally, the
necessary training and understanding of the new business information system
installed at the Company's European retaining ring facilities was substantially
completed in 1998, as well as the closing of one of the Company's two retaining
ring factories in Germany. Production from this factory was transferred
primarily to the Company's U.K. manufacturing facility and the other German
retaining ring manufacturing facility. Domestically, the Company has started the
process of consolidating its United States retaining ring manufacturing and
distribution facilities. These actions, together with additional 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 fastener products 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 1998
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"), TCR Corporation ("TCR"), Seeger, Inc. and Industrial
Retaining Ring
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Company ("Waldes/IRR") and its Pebra hose clamp business ("Pebra"). The Seeger
Group of companies and Waldes/IRR design and manufacture highly engineered
retaining rings for both the 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 use in 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. TCR Corporation designs and manufactures sophisticated
externally threaded fastening devices and custom industrial components by
combining its expertise in cold forging and machining technologies. TCR products
are used by industrial customers worldwide, with key market groups including the
automotive, hydraulic and recreational product industries.
Specialty fasteners are marketed through a combination of a direct
sales force, distributors and manufacturing representatives. Such products
contributed 83%, 81% and 81% of the Company's consolidated sales in 1998, 1997
and 1996, respectively.
At March 31, 1998, the Company's Specialty Fastener Products segment
backlog was $43.5 million, compared to $34 million at March 31, 1997. The
increase is primarily the result of the acquisition of TCR Corporation and
increased backlog at the Company's Breeze Industrial Products division.
Substantially all of the March 31, 1998 backlog is scheduled to be shipped
during fiscal 1999.
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.
Breeze-Eastern sells its products through internal marketing
representatives and several independent sales representatives and distributors.
Breeze-Eastern's product lines contributed 17%, 19% and 19% to the
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Company's consolidated sales in 1998, 1997 and 1996, respectively. The reduced
percentage in fiscal 1998 is attributable primarily to the acquisition of TCR
Corporation.
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, 1998, the backlog of unfilled orders was $32.4 million, compared to $32.5
million at March 31, 1997. The majority of the March 31, 1998 backlog is
anticipated to be shipped during fiscal 1999.
DEFENSE INDUSTRY SALES
Approximately 11% of the Company's consolidated sales in 1998, as
compared to 9% and 8% in 1997 and 1996, 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 1998 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.
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, such items
can generally be redesigned to accommodate materials made by other suppliers. In
some
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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 29, 1998, the Company employed 1,614 persons. There were
1,416 employees associated with the Specialty Fastener Products segment, 175
with the Rescue Hoist and Cargo Hook Products segment and 23 with the corporate
office.
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
Financial information relating to each of the Company's segments has
been included in Note 12 of Notes to Consolidated Financial Statements included
in the Company's 1998 Annual Report on pages 21-23 and is incorporated herein by
reference.
FOREIGN OPERATIONS AND SALES
The Company's foreign-based facilities during fiscal 1998 consisted of
the Seeger-Orbis and Pebra facilities located in Germany, the Anderton facility
located in the U.K., a sales office in Paris, France 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
$57.2 million and $58 million in fiscal 1998 and 1997, respectively,
representing 28% and 32% of the Company's consolidated sales in each of those
years, respectively. The Company had export sales of $20.3 million, $19.8
million and $16.9 million in fiscal 1998, 1997 and 1996, respectively,
representing 10%, 11% and 11% of the Company's consolidated sales in each of
those years, respectively. The risk and profitability attendant to these sales
is 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 12 of Notes to Consolidated Financial Statements in the
Company's 1998 Annual Report on pages 21-23 and is incorporated herein by
reference.
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ITEM 2. PROPERTIES
The following table sets forth certain information concerning the
Company's principal facilities for its continuing operations:
Owned or
Location Use of Premises Leased Sq. Ft
Liberty Corner, New Jersey Executive Offices Leased 13,000
SPECIALTY FASTENER
PRODUCTS SEGMENT
Saltsburg, Pennsylvania Breeze Industrial offices and Owned 105,000
manufacturing plant
Mountainside, New Jersey Palnut offices and manufacturing Owned 142,000
plant
Irvington, New Jersey Industrial Retaining Ring Owned 37,000
manufacturing plant
Somerset, New Jersey Seeger, Inc. offices Leased 104,000
and manufacturing plant
(Closure expected June 1998)
Southfield, Michigan Specialty Fastener Sales Office Leased 1,000
Konigstein, Germany Seeger Group offices and Owned 149,000
Seeger-Orbis manufacturing
plant
Minneapolis, Minnesota TCR Corporation offices Leased 137,000
and plant
Bingley, England Anderton offices and Owned 124,000
manufacturing plant
Sao Paulo, Brazil Seeger Reno offices and Owned 85,000
manufacturing plant
Paris, France Retaining Ring Sales Office Leased 500
Frittlingen, Germany Pebra offices and Owned 30,000
manufacturing plant
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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 and Illinois. In some instances, the properties are
leased or subleased and in nearly all instances these properties are for sale.
ITEM 3. LEGAL PROCEEDINGS
The information required has been included in Note 11 Notes to
Consolidated Financial Statements included in the Company's 1998 Annual Report
on page 21 and is incorporated herein by reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Company's security holders
during the three month period ended March 31, 1998.
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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 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 $ 22-7/8 $ 19-3/8
Second Quarter 26-11/16 22-3/4
Third Quarter 28-5/16 26
Fourth Quarter 30-5/16 25-1/2
Fiscal 1999
First Quarter $ 30-5/8 $ 26-1/2
(through May 29, 1998)
As of May 29, 1998, the number of stockholders of record of the Common
Stock was 2,062. On May 29, 1998 the closing sales price of the Common Stock was
$27.00.
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, 1996, March 1, June 2, September 1 and December 1,
1997 and March 2, 1998.
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ITEM 6. SELECTED FINANCIAL DATA
The information required has been included in the Company's 1998 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 1998 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 1998 Annual Report on pages 9-30 and is incorporated herein
by reference.
Quarterly Financial Data: The information required has been included in
Note 13 of Notes to Consolidated Financial Statements in the Company's
1998 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, 1998, 1997 and 1996.
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.
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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, 1998 and 1997, and for each of the three years in the period ended
March 31, 1998, and have issued our report thereon dated May 12, 1998; such
financial statements and report are included in your 1998 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, 1998
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ARTHUR ANDERSEN LLP
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
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TRANSTECHNOLOGY CORPORATION
SCHEDULE II
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR YEARS ENDED MARCH 31, 1998, 1997 AND 1996
(IN THOUSANDS)
BALANCE AT CHARGED TO CHARGED TO BALANCE
BEGINNING OF COSTS AND OTHER AT END
DESCRIPTION PERIOD EXPENSES ACCOUNTS DEDUCTIONS OF PERIOD
1998
Allowances for
doubtful accounts
and sales returns $ 588 $ 537 $ 20(A) $ 589 $ 556
1997
Allowances for
doubtful accounts
and sales returns $ 735 $ 139 $ 246 $ 532 $ 588
1996
Allowances for
doubtful accounts
and sales returns $ 103 $ 468 $ 382(B) $ 218 (B) $ 735
(A) Amount represents balance acquired from TCR Corporation acquisition.
(B) Amount represents balance acquired from Seeger acquisition.
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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, 1998 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, 1998 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, 1998 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, 1998 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) List of documents filed as part of the Annual Report:
1. Financial Statements:
Consolidated Balance Sheets at March 31, 1998 and 1997
Statements of Consolidated Operations for the years ended
March 31, 1998, 1997 and 1996
Statements of Consolidated Cash Flows for the years ended
March 31, 1998, 1997 and 1996
Statements of Consolidated Stockholders' Equity for the years
ended March 31, 1998, 1997 and 1996
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, 1998, 1997 and 1996
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 three-month
period ended March 31, 1998.
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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 15, 1998
TRANSTECHNOLOGY CORPORATION
By: /s/Michael J. Berthelot
Michael J. Berthelot,
Chairman of the Board
and Chief Executive Officer
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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 15, 1998
MICHAEL J. BERTHELOT and Chief Executive Officer
(Principal Executive Officer)
/s/Patrick K. Bolger President, Chief Operating Officer June 15, 1998
PATRICK K. BOLGER and Director
/s/Joseph F. Spanier Vice President, Chief Financial Officer June 15, 1998
JOSEPH F. SPANIER and Treasurer
(Principal Financial and Accounting Officer)
/s/Walter Belleville Director June 15, 1998
WALTER BELLEVILLE
/s/Gideon Argov Director June 15, 1998
GIDEON ARGOV
/s/Thomas V. Chema Director June 15, 1998
THOMAS V. CHEMA
/s/James A. Lawrence Director June 15, 1998
JAMES A. LAWRENCE
/s/Michel Glouchevitch Director June 15, 1998
MICHEL GLOUCHEVITCH
/s/William J. Recker Director June 15, 1998
WILLIAM J. RECKER
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INDEX TO EXHIBITS
Page
Sequentially
Numbered
3.1 Certificate of Incorporation of the Company.(1) --
3.2 Bylaws of the Company Amended and Restated as of October 17, 1997.(11) --
10.1 1996 - 1998 Incentive Compensation Plan of the Company.(10) --
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) --
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) --
10.15 Form of Executive Severance Agreement with Subsidiary Presidents.(10) --
10.16 Form of Executive Severance Agreement with Division Presidents.(10) --
10.17 Form of Executive Severance Agreement with Overseas Subsidiary Managing Directors.(10) --
13 The Company's 1998 Annual Report. --
21 List of Subsidiaries of the Company. --
27 Financial Data Schedule. --
- ----------------------
(1) Incorporated by reference from the Company's Form 8-A Registration
Statement No. 2-85599 dated February 9, 1987. --
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(2) Incorporated by reference from the Company's Registration Statement on
Form S-8 No. 333-45059 dated January 28, 1998. --
(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. --
(10) Incorporated by reference from the Company's Annual Report on Form 10-K for
the Fiscal Year ended March 31, 1997. --
(11) Incorporated by reference from the Company's Quarterly Report on Form 10-Q
for the Quarter ended December 28, 1997. --
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