1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
or
[ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-784
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DETREX CORPORATION
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(Exact name of registrant as specified in its charter)
Michigan 38-0480840
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
24901 Northwestern Hwy., Suite 500, Southfield, Michigan 48075
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (810) 358-5800
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
------------------- ------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Capital Stock, $2 Par Value
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(Title of Class)
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
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Indicate by a 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 the 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]
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FORM 10-K
The aggregate market value (based upon the NASDAQ Closing Price) of Common
Stock on March 17, 1995 of Detrex Corporation held by nonaffiliates was
approximately $15,042,433.
The number of shares of Common Capital Stock, $2 Par Value outstanding on March
17, 1995 was 1,583,414.
Documents incorporated by reference:
Part and Item Number
of Form 10-K into
Document which Incorporated
1. Detrex Corporation Part II Items 5 through 8
Annual Report to Part IV, Item 14
Stockholders for the year
ended December 31, 1994
2. Detrex Corporation Part III, Items 10, 11, 12
Notice of Annual and 13
Meeting of Stockholders
and Proxy Statement for
the Annual Meeting of
Stockholders to be held
April 27, 1995
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FORM 10-K
PART I
ITEM 1. BUSINESS
Detrex Corporation was incorporated in Michigan in 1925. Detrex Corporation
and its subsidiaries (the Company) operate predominantly in a single industry,
chemicals and allied products, services, and supply processes for use by
manufacturing and service industries.
Detrex Corporation and its subsidiaries operate predominantly in a single
industry: chemicals and allied products, services, and processes for use by
manufacturing and service industries. The principal products include specialty
chemicals, industrial cleaners, process equipment, coatings, lubricant
additives, chlorinated solvents, hydrochloric acid, PVC plastic pipe,
industrial finishing materials and paints, industrial furnaces, degreasing
equipment, and environmental and analytical laboratory services. The products
are primarily sold by sales-service engineers and most sales are direct to
industrial users. Net sales by product line for each of the last five years are
set forth below:
Product Line
------------
Chemical
Products Chemical
and Services Equipment Total
--------------- --------- -------
1994 $79,975,998 $20,120,445 $100,096,443
1993 85,895,760 19,682,709 105,578,469
1992 79,326,021 17,428,137 96,754,158
1991 70,092,135 11,305,378 81,397,513
1990 75,904,572 20,232,975 96,137,547
Of the $80.0 million included in 1994 Chemical Products and Services sales,
approximately $22 million (27.3%) represent sales by the Company's solvents
division, $14 million (16.9%) represent sales by its paint subsidiary, $13
million (16.6%) represent sales by its lubricants subsidiary and $25 million
(31.6%) represent sales by its plastic pipe subsidiary.
All of the Company's business units operate in highly competitive markets which
are mainly national in scope, although some business is done internationally by
its lubricants subsidiary and its plastic pipe subsidiary. In all products,
there are numerous competitors with no one company or a small number of
companies being dominant. The Company operates in niche markets and its
principal methods of competition in various markets include service, price and
quality, depending on the market serviced. No material part of the business is
dependent upon a single customer or a few customers.
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FORM 10-K
PART I (CONTINUED)
ITEM 1. BUSINESS (Continued)
The backlog of orders at any one time is generally not significant to the
Company's business. At December 31, 1994, the Company's backlog of Chemical
Equipment orders was $10,174,000 and the Company expects to complete
all of these orders in 1995. At December 31, 1993, the Company's backlog of
Chemical Equipment orders was $9,386,000.
Raw materials essential to the Company's various products are generally
commodity materials and are readily available from competitive sources. The
Company's solvents division is going through a major transition in the
marketplace, primarily because of the rapid phasing out of ozone depleting
solvents. As a result, the division is increasingly marketing substitutes for
such solvents, including aqueous based cleaners, and is involved in the supply
of environmental services.
The Company owns various patents and trademarks which aid in maintaining the
Company's competitive position; these expire at various times within the next
seventeen years. The expiration of such patents and trademarks should not have
a material adverse effect on the Company's operations. No material portion of
the Company's business is seasonal or subject to renegotiation of profits or
termination of contracts or subcontracts at the election of the government.
The approximate dollar amounts spent during 1994, 1993, and 1992 on research
sponsored by the Company were $1,784,000, $2,532,000, and $2,458,000,
respectively. The number of professional employees engaged in such activities
were 28 for 1994, 40 for 1993, and 32 for 1992.
There are no customers to which sales were made in an amount which equals ten
percent or more of consolidated revenues.
The Company does not expect to incur significant capital expenditures for
environmental compliance in 1995. However, the Company does expect to continue
to incur significant professional fees and expenses in connection with its
environmental compliance efforts. The Company maintains an environmental
reserve which at December 31, 1994 totaled $12.6 million, of which $1.5
million is estimated to be spent in 1995. A more detailed discussion of
environmental matters is included under Item 3 - Legal Proceedings and in
Management's Discussion and Analysis in the Annual Report.
The Company employed 367 persons as of December 31, 1994.
The Company is not engaged in manufacturing operations in foreign countries,
nor is a material portion of sales or revenues derived from customers in
foreign countries, although the Company intends to increase its international
business at certain of its business units.
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FORM 10-K
PART I (CONTINUED)
ITEM 1. BUSINESS (Concluded)
The Company utilized a combination of internally generated funds, a portion of
the proceeds from the sale of its Industrial Chemical Specialties Division,
and net additional borrowings of $1.5 million to finance its activities during
1994. As of December 31, 1994, working capital was $7.0 million, compared to
$10.7 million at December 31, 1993. For a discussion of the Company's credit
agreements, see Footnote 4 to the Consolidated Financial Statements and
Management's Discussion and Analysis in the Annual Report.
ITEM 2. PROPERTIES
The Company's administrative offices are located in approximately 7,500 square
feet of leased space at 24901 Northwestern Hwy., Suite 500, Southfield,
Michigan.
Detrex and its subsidiaries conduct manufacturing and research operations in
eleven principal locations of which ten are owned as follows:
1) A 50,000 square foot plant in Redford Township, Michigan is located on seven
acres of land. This plant includes blending, mixing, drumming, and other
facilities available to toll manufacture. There are above ground storage
facilities for raw materials and finished products. The plant also houses
administrative personnel for two of the Company's divisions.
2) A plant located on 57 acres in Ashtabula, Ohio is used in connection with
the manufacture of hydrochloric acid, reagent grade chemicals and N-methyl
pyrrole.
3) The Company's lubricants subsidiary manufactures gear and oil additives in a
plant located in Cleveland, Ohio on 5 acres of land and 59,000 square feet
of office, research and plant space. This plant is equipped with mixing and
blending equipment and storage facilities. Additional manufacturing of
additives is done in a plant consisting of 12,800 square feet at Hooven
(Cincinnati), Ohio located on 3.6 acres of leased land. The present lease
at Hooven expires in June 1996.
4) The Company's plastic pipe subsidiary manufactures plastic pipe in a plant
located on 20 acres of land and 228,500 square feet of office and plant
space located in Easton, Pennsylvania. Extruders and special dies are used
to manufacture the plastic PVC pipe from resin. Production and warehouse
facilities have been expanded several times since this subsidiary was
acquired in 1968, and during 1994, warehouse space was added in California.
5) Seibert-Oxidermo, Inc. manufactures industrial finishing materials and
automotive paints in a plant located in Detroit, Michigan containing 26,200
square feet of office and plant space on one acre of land. Additional
manufacturing of automotive paints is done in a plant located in
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FORM 10-K
PART I (CONTINUED)
ITEM 2. PROPERTIES (Concluded)
Romulus, Michigan containing 35,300 square feet of office, research and
plant space on 40 acres of land.
6) The Company owns a building used as a research laboratory and office in
Bowling Green, Kentucky. The plant formerly used for manufacturing in
Bowling Green is expected to be sold in late 1995 or early 1996 for
approximately book value.
7) The Company owns a warehouse and sales office facility located in Detroit,
Michigan. The building area is approximately 20,000 square feet and is
located on approximately one-half acre of land.
8) The Company owns a warehouse and sales office facility located in Los
Angeles, California. The Building area is approximately 10,000 square feet
and is located on one acre of land in the industrial section of the city.
9) The Company owns a warehouse and sales office facility located in Charlotte,
North Carolina. The Building area is approximately 11,000 square feet and
is located on one acre of land.
10)The Company owns a warehouse and sales office facility located in
Indianapolis, Indiana. The building area is approximately 8,600 square feet
and is located on one acre of land.
ITEM 3. LEGAL PROCEEDINGS
The Environmental Protection Agency ('EPA') has notified the Company and at
least seventeen other companies that they may be potentially responsible for
sharing costs in a proceeding to clean up contaminated sediments in the Fields
Brook watershed in Ashtabula, Ohio. The EPA issued a Record of Decision in
1986 concerning the methods it recommends using to accomplish this task at an
estimated total cost of $48,000,000. The Company and the other potentially
responsible parties have expressed their disagreement with this recommendation
and are continuing to negotiate with the EPA as to how best to effect the clean
up operation. The Company believes that the Fields Brook remedial
investigation and feasibility studies referred to below will be an important
factor in negotiating with the EPA.
The Company maintains a reserve for anticipated expenditures over the next
several years in connection with remedial investigations, feasibility studies,
remedial design, and remediation relating to the clean up of contamination at
several sites, including properties owned by the Company. The Company
conducted a comprehensive review of its reserves during the fourth quarter of
1994 and added $8.5 million to this reserve. The total amount of the reserve
at December 31, 1994 is $12.6 million, which amount was calculated without
taking into consideration any possible insurance recoveries.
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FORM 10-K
PART I (CONTINUED)
ITEM 3. LEGAL PROCEEDINGS (Concluded)
The reserve includes a provision for the Company's anticipated share of
remedial investigation and feasibility studies to determine sources of
contamination and methods of remediation in the Fields Brook watershed referred
to above, as well as a provision for costs that may be incurred in connection
with remediation of the Fields Brook watershed and other sites. Some of these
studies have been completed; others are ongoing. In many cases, the methods
of remediation remain to be agreed upon.
The Company is a defendant in an action brought by the Carrier Corporation in
Superior Court for Los Angeles County, California. An order granting the
Company Summary Judgment was reversed by an Appellate Court in late 1992.
Carrier has alleged that a product manufactured by the Company malfunctioned,
causing environmental damage to its property. The Court ordered that the trial
be separated into two phases. The first phase proceeded to trial in October of
1994 and was completed in December of 1994. The Company is awaiting the
decision of the trial judge. Depending upon his ruling, the second phase of
the trial is expected to begin in the summer of 1995. The Company believes it
has valid defenses to the claims and is vigorously defending the action. The
Company's product liability insurance carrier is paying the costs of defense
under a reservation of rights. The Company believes that any judgment against
it will be covered by its product liability insurance.
The Company expects to continue to incur professional fees, expenses and
capital expenditures in connection with its environmental compliance efforts.
In addition to the above, there are several other claims and lawsuits pending
against the Company and its subsidiaries.
The amount of liability to the Company with respect to costs of remediation of
contamination of the Fields Brook watershed and of other sites, and the amount
of liability with respect to several other claims and lawsuits against the
Company, was based on available data. The Company has established its reserves
in accordance with its interpretation of the principles outlined in Statement
of Financial Accounting Standards No. 5 and Securities and Exchange Commission
Staff Accounting Bulletin No. 92. In the event that any additional accruals
should be required in the future with respect to such matters, the amounts of
such additional accruals could have a material impact on the results of
operations to be reported for a specific accounting period but should not have
a material impact on the Company's consolidated financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders during the fourth quarter
of the fiscal year covered by this report.
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FORM 10-K
EXECUTIVE OFFICERS OF THE REGISTRANT
The names and ages of all executive officers of the registrant at March 23,
1995 and their positions and offices with the registrant are as follows:
Name and Age Positions and Offices
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J. L. Wenzler (54) President and Chief Executive Officer (a)
G. J. Israel (54) Vice-President - Finance, Treasurer and Chief Financial Officer (b)
J. F. Schatt (49) Vice-President - Human Resources (c)
A. E. Porter (45) Vice-President - Operations (d )
D. R. Crandell (38) Vice-President - Commercial Development (e )
R. M. Currie (41) Secretary and General Counsel (f)
E. R. Rondeau (60) Controller (g)
(a) Mr. Wenzler was elected President and Chief Executive Officer on
January 15, 1993. Mr. Wenzler came to the Company from Heartland
Industries where he served as President and Chief Executive Officer
from 1990 to 1992. Prior to that time, Mr. Wenzler was President and
Chief Executive Officer of Akzo Coatings, Inc.
(b) Mr. Israel was elected Vice-President - Finance and Chief Financial
Officer on February 25, 1993. Mr. Israel came to the Company from
Chrysler Corporation where he served for 26 years in numerous
financial positions. His most recent position was Vice President and
Controller-Treasurer of Chrysler Canada Ltd.
(c) Mr. Schatt was elected Vice President - Human Resources on April 22,
1993. Mr. Schatt came to the Company from McLouth Steel where he
served as Vice President - Administration.
(d) Mr. Porter was elected Vice President - Operations on June 1, 1994.
Mr. Porter joined the Company on April 20, 1993, and served in various
executive positions until his current appointment. Prior to that, he
was employed by Akzo Coatings, Inc.
(e) Mr. Crandell was elected Vice President - Commercial Development on
June 1, 1994. Mr. Crandell joined the Company on September 30, 1991,
and served in various executive positions until his current
appointment. Prior to that, he served as Assistant Controller of
Pulte Home Corporation.
(f) Mr. Currie joined the Company as General Counsel on July 16, 1993. He
was named Secretary and General Counsel on November 1, 1994. Prior to
joining the Company, Mr. Currie was engaged in private law practice.
(g) Mr. Rondeau served as Assistant Controller of the Company for more
than the past five years before being elected Controller on March 25,
1993.
All officers of the Company are elected annually and hold office until their
successors are chosen and qualify in their stead.
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FORM 10-K
PART II
CROSS REFERENCE SHEET
Page (and caption) in 1994
Detrex Corporation
10-K Item Annual Report to Stockholders*
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5. Market for Registrant's Common
Stock and Related Stockholder Matters:
(a) Market and market prices
of the common stock 16- Selected Quarterly Data
(b) Approximate number of
holders of common stock - Highlights
6. Selected Financial Data 15- Selected Financial Data
7. Management's Discussion and
Analysis of Financial Condition
and Results of Operations 12-14 - Management's Discussion and
Analysis of Financial Condition
and Results of Operations
8. Financial Statements and Supplementary
Data:
- Detrex Corporation Consolidated
Balance Sheets, December 31,
1994 and 1993 4,5
- Consolidated Statements of
Operations and Retained Earnings
for the Years Ended December 31,
1994, 1993, and 1992 3
- Consolidated Statements of Cash
Flows for the Years Ended
December 31, 1994, 1993, and 1992 6
- Notes to Consolidated Financial
Statements 7-11
- Independent Auditors' Report 2
With the exception of the aforementioned
information and the information incorporated
by reference in Items 5, 6 and 7, the
Annual Report to Stockholders is not
to be deemed filed as part of this
Form 10-K Annual Report.
9. Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure Not Applicable
* Detrex Corporation's Annual Report to Stockholders for the year ended
December 31, 1994 is incorporated herein as Exhibit 13 under Item 14(a) 1 of
Part IV.
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FORM 10-K
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by Item 10 is incorporated by reference from the
information set forth under the caption "Respecting the Election of Directors"
in the Detrex Corporation Proxy Statement (the "Proxy Statement") for the Annual
Meeting of Stockholders to be held April 27, 1995. The information required
for Executive Officers of the Company is included in Part I hereof.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated by reference from the
information set forth under the captions "Executive Compensation and Other
Transactions" in the Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information required by Item 12 is incorporated by reference from the
information set forth under the caption "Respecting the Election of Directors"
in the Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 is incorporated by reference from the
information set forth under the captions "Respecting the Election of Directors"
and "Executive Compensation and Other Transactions" in the Proxy Statement.
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FORM 10-K
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
(a) 1. All Financial Statements
Detrex Corporation and Subsidiaries (incorporated
by reference to the Company's Annual Report to
Stockholders for the year ended December 31,
1994-see Part II)
(a) 2. Financial Statement Schedules PAGE
Independent Auditors' Report 14
Schedule II - Valuation and Qualifying Accounts 15
for the Years Ended December 31, 1994, 1993,
and 1992.
Financial Statement Schedules Omitted:
Other financial statement schedules are omitted because of the
absence of the conditions under which they are required.
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FORM 10-K
PART IV (CONTINUED)
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K (Continued)
(a) 3. Exhibits
3(a) Articles of Incorporation, as amended, is hereby
incorporated by reference to Commission file #0-784,
Annual Report on Form 10-K for the year ended
December 31, 1987, as Exhibit 3(a) --
3(b) Bylaws, as amended, are hereby incorporated by reference
to Commission file #0-784, Annual Report on Form 10-K
for the year ended December 31, 1993, as Exhibit 3(b) --
4 Shareholders Rights Plan is hereby incorporated by
reference to Commission file #0-784 8-K Report dated
May 4, 1990, as Exhibit 4 --
Executive Compensation Plans and Arrangements
10(a) 1993 Stock Option Plan is hereby incorporated by reference to
Commission file # 0-784 1993 proxy statement dated March
26, 1994, as Exhibit 10(a) --
10(b) 1993 Stock Option Plan for outside directors is hereby
incorporated by reference to Commission file #0-784 1993 proxy
statement dated March 26, 1993, as Exhibit 10(b)
10(c) 1994 Stock-Cash Incentive Plan is hereby incorporated by reference
to Commission file #0-784 Annual Report on Form 10-K for the year
ended December 31, 1993, as exibit 10(c) --
10(d) Employment Agreement - Gerald J. Israel, is hereby incorporated
by reference to Commission file #0-784 Annual Report on
Form 10-K for the year ended December 31, 1992, as Exhibit 10(h) --
10(e) Employment Agreement - Joseph L Wenzler, is hereby incorporated by
reference to Commision file #0-784 Annual Report on Form 10-K for the
year ended December 31, 1992 as Exibit 10(k) --
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FORM 10-K
PART IV (CONCLUDED)
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K (Concluded)
(a) 3 Exhibits (Concluded)
10(f) Employment Agreement - Joseph F. Schatt is
hereby incorporated by reference to
Commission file #0-784 Annual Report on
Form 10-K for the year ended
December 31, 1993 as Exhibit 10(I) --
10(g) Employment Agreement - Robert M. Currie Attached
as an Exhibit
10(h) Employment Agreement - Anthony E. Porter Attached
as an Exhibit
Other Material Contracts
10(i) Revolving Credit Agreement and Amended
Term Loan Agreement dated March 11, 1994
in the aggregate amount of $12 Million
is hereby incorporated by reference to
Commission file #0-784 Annual Report
on Form 10-K for the ended December 31, 1993 --
10(j) First Amendment to Credit Agreement and Attached
Waiver, dated as of December 31, 1994 as an Exhibit
11 Summary of significant accounting policies
is hereby incorporated by reference to
Annual Report to Stockholders, Note 1 of
page 7, as Exhibit 11 --
13 Annual Report to Stockholders for the Attached
year ended December 31, 1994 as an Exhibit
22 Subsidiaries of the Registrant Attached
as an Exhibit
Consents of Experts and Counsel
23 Consent of Auditors Attached
as an Exhibit
27 Financial Data Schedule Attached
as an Exhibit
(b) No Form 8-K was filed in the fourth quarter of 1994.
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[DELOITTE & TOUCHE LLP LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholder of
Detrex Corporation:
We have audited the consolidated financial statements of Detrex Corporation and
its subsidiaries as of December 31, 1994 and 1993 and for each of the three
years in the period ended December 31, 1994, and have issued our report thereon
dated February 22, 1995 (March 9, 1995 as to Note 4); such consolidated
financial statements and report are included in your 1994 Annual Report to
Stockholders and are incorporated herein by reference. Our audits also included
the financial statement schedule of Detrex Corporation and its subsidiaries,
listed in Item 14(a)(2). This financial statement schedule is the
responsibility of the Company'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 consolidated financial statements
taken as a whole, presents fairly in all material respects the information set
forth therein.
DELOITTE & TOUCHE LLP
February 22, 1995
-14-
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FORM 10-K
SCHEDULE II
DETREX CORPORATION AND SUBSIDIARIES
VALUATION RESERVES
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
Additions
--------------------------
Balance Charged to Charged Balance
Beginning Costs and to Other at End
Description of Year Expenses Accounts Deductions of Year
----------- ------------ ----------- -------- ---------- --------
Year Ended December 31, 1994
Inventory Valuation Reserves $876,783 74,548 715,714 $235,617
Finished Machines Valuation
Reserves $934,169 34,837 $899,332
Year Ended December 31, 1993
Inventory Valuation Reserves $180,684 859,843 163,744 $876,783
Finished Machines Valuation
Reserves $0 934,169 $934,169
Year Ended December 31, 1992
Inventory Valuation Reserves $335,887 21,740 176,943 $180,684
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FORM 10-K
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.
Detrex Corporation
(Registrant)
Date March 23, 1995 By J. L. Wenzler
J. L. Wenzler
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on this twenty-third day of March 1995 by the
following persons on behalf of the Registrant and in the capacities indicated.
Signature Title
J. L. Wenzler President and Chief Executive Officer
J. L. Wenzler
G. J. Israel Vice President, Treasurer and Chief Financial
G. J. Israel Officer
E. R. Rondeau Controller and Chief Accounting Officer
E. R. Rondeau
B. W. Cox Director
B. W. Cox
R. A. Emmett, III Director
R. A. Emmett, III
J. F. Mangold Director
J. F. Mangold
B. W. McCleary Director
B. W. McCleary
A. R. Thalacker Director
A. R. Thalacker
J. D. Withrow Director
J. D. Withrow
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EXHIBIT INDEX
Exhibit
No. Description
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10(g) Employment Agreement - Robert M. Currie
10(h) Employment Agreement - Anthony E. Porter
10(j) First Amendment to Credit Agreement and Waiver,
dated as of December 31, 1994
13 Annual Report to Stockholders for the year ended
December 31, 1994
22 Subsidiaries of the Registrant
Consents of Experts and Counsel
23 Consent of Auditors
27 Financial Data Schedule