1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
___ OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
___ OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File No. 0-13805
AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 38-0983610
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
171 Monroe Avenue, NW, Suite 600, Grand Rapids, MI 49503
(Address of principal executive offices) (Zip Code)
(616) 336-9400
(Registrant's telephone number, including area code)
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 ___
The number of shares outstanding of registrant's common stock, par value $1.00
per share, at April 30, 1995 was 4,188,406 shares.
Exhibit Index on page 14.
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AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1995
INDEX
Page
----
PART I. FINANCIAL INFORMATION
- -------------------------------
Item 1. Financial Statements
Condensed Consolidated Balance Sheets - March 31, 1995
(Unaudited) and December 31, 1994 3-4
Condensed Consolidated Statements of Operations -
Three Months Ended March 31, 1995 and 1994 (Unaudited) 5
Condensed Consolidated Statements of Cash Flows -
Three Months Ended March 31, 1995 and 1994 (Unaudited) 6
Notes to Condensed Consolidated Financial Statements (Unaudited) 7-8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9-11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
Index to Exhibits 14-18
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, December 31,
1995 1994
----------- ------------
ASSETS (Unaudited)
CURRENT ASSETS:
Accounts receivable, less allowances of
$548,200 in 1995 and $614,300 in 1994 $18,595,000 $20,667,000
Inventories:
Raw material 7,175,500 7,758,300
Work in process 3,563,700 3,940,900
Finished goods 7,587,500 5,776,700
----------- -----------
18,326,700 17,475,900
Prepaid expenses and other current assets 912,500 956,600
----------- -----------
Total current assets 37,834,200 39,099,500
PROPERTY AND EQUIPMENT:
Land 231,900 231,900
Buildings and improvements 13,627,700 13,439,400
Machinery and equipment 27,340,900 25,078,500
Construction in progress 806,200 2,490,300
------------ -----------
42,006,700 41,240,100
Less accumulated depreciation (17,966,500) (17,175,600)
----------- -----------
24,040,200 24,064,500
OTHER ASSETS 201,200 220,600
------------ -----------
$62,075,600 $63,384,600
=========== ===========
See accompanying notes to condensed consolidated financial statements.
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AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS--Continued
March 31, December 31,
1995 1994
------------- ----------------
LIABILITIES AND SHAREHOLDERS' EQUITY (Unaudited)
CURRENT LIABILITIES:
Note payable to bank $ 3,000,000 $ 2,300,000
Accounts payable 5,340,800 5,014,300
Accrued liabilities-
Payroll and employee benefits 1,953,100 1,741,500
Legal and professional 948,200 1,071,600
Environmental costs 850,000 835,300
Customer advertising allowance 1,755,400 2,531,100
Income taxes currently payable 114,100 1,194,300
Deferred income taxes 168,100 210,400
Other 1,259,600 1,841,000
----------- -----------
Total current liabilities 15,389,300 16,739,500
LONG-TERM DEBT 5,000,000 5,000,000
DEFERRED INCOME TAXES 1,064,000 1,066,800
SHAREHOLDERS' EQUITY:
Common stock 4,188,400 4,188,400
Additional paid-in-capital 20,622,300 20,622,300
Retained earnings 15,811,600 15,767,600
----------- -----------
40,622,300 40,578,300
----------- -----------
$62,075,600 $63,384,600
=========== ===========
See accompanying notes to condensed consolidated financial statements.
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AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended
March 31,
1995 1994
--------------- ---------------
Net sales $ 25,763,800 $ 26,334,600
Cost of sales 21,781,800 21,406,100
------------- ------------
Gross profit 3,982,000 4,928,500
Selling, general and administrative expenses 3,810,700 3,964,000
------------- ------------
Operating income 171,300 964,500
Other expense (income):
Interest expense 90,200 39,400
Interest income (3,500) (151,900)
Other, net 21,100 (400)
------------- ------------
107,800 (112,900)
------------- ------------
Income before provision for income taxes 63,500 1,077,400
Income taxes 19,500 377,100
------------- ------------
NET INCOME $ 44,000 $ 700,300
============= ============
Average number of common and common
equivalent shares outstanding 4,219,500 4,282,800
============= ============
Earnings per common and common equivalent share $.01 $.16
==== ====
See accompanying notes to condensed consolidated financial statements.
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AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended
March 31,
1995 1994
------------ --------------
CASH FLOWS FROM OPERATING ACTIVITIES $ 255,400 $ 194,800
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (828,800) (2,258,300)
Proceeds from sales of property and equipment 4,000
Collections on notes receivable 34,500
------------ --------------
Net cash used for investing activities (824,800) (2,223,800)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable to bank 700,000 2,000,000
Repurchase of common stock (130,600)
Issuance of common stock 29,000
------------ --------------
Net cash provided by financing activities 569,400 2,029,000
------------ --------------
NET INCREASE IN CASH AND EQUIVALENTS 0 0
CASH AND EQUIVALENTS AT BEGINNING OF YEAR 0 0
------------ --------------
CASH AND EQUIVALENTS AT END OF QUARTER $ 0 $ 0
============ ==============
Supplemental disclosures:
Cash transactions-
Interest paid $ 66,500 $ 32,000
Income taxes paid, net of refunds 1,073,200 12,000
Non-cash financing transaction-
Common stock issued for employee
stock ownership plan contribution 130,600
See accompanying notes to condensed consolidated financial statements.
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AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1--BASIS OF PRESENTATION
The condensed consolidated financial statements included herein have been
prepared by Ameriwood Industries International Corporation ("Ameriwood" or the
"Company"), without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the Company believes that the
disclosures are adequate to make the information presented not misleading. It
is suggested that these condensed consolidated financial statements be read in
conjunction with the consolidated financial statements and notes thereto
included in Ameriwood's 1994 annual report on Form 10-K.
In the opinion of management, the accompanying unaudited condensed consolidated
financial statements contain all adjustments necessary to present fairly the
financial position of the Company as of March 31, 1995 and the results of its
operations and its cash flows for the three month periods ended March 31, 1995
and 1994. All such adjustments are of a normal and recurring nature.
NOTE 2--ENVIRONMENTAL CONTINGENCY
Ameriwood Environmental Matter
During 1989, the Company discovered environmental contamination at its facility
in Dowagiac, Michigan, which has been reported to the appropriate state
environmental agency. Ameriwood has identified certain prior owners or
operators and may identify other parties who might be required to contribute
toward cleanup of this site. The Company has filed suit in Federal District
Court against Chrysler Corporation and the United States Department of Defense
("DOD") in connection with the Dowagiac site. The Company is seeking recovery
of its environmental response costs and a declaration requiring the defendants
to contribute to costs required for additional environmental investigation and
remediation at the site. Chrysler Corporation has admitted successorship to
one corporation that operated the site, but has denied liability for any
cleanup expenses. Chrysler has also cross-claimed against the DOD. On
February 16, 1995, Chrysler filed a Motion for Partial Summary Judgment asking
the Court to rule that the DOD was an owner and/or operator of the Dowagiac
site. The Company filed a similar motion on March 15, 1995. If the Court
grants the motions, the DOD would be liable, subject to appeal, for a share of
the investigation and remediation costs incurred to address releases which
occurred during
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AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)--Continued
NOTE 2 -- ENVIRONMENTAL CONTINGENCY, continued
the period the DOD was an owner or operator. A hearing date on the Chrysler
motion is tentatively scheduled for May 23, 1995. Although the Company
believes it has sufficient basis to prevail against the defendants, there is no
assurance of financial recovery therein or receipt of the declaration sought.
It is the Company's policy to accrue environmental cleanup costs if it is
probable that a liability has been incurred and an amount is reasonably
estimable. The Company has an accrual of $850,000 at March 31, 1995 to provide
for potential cleanup costs at the site. Actual costs to be incurred at the
Dowagiac site in the future may vary from estimates due to: the inherent
uncertainties associated with estimating the extent of and remedy for
environmental contamination; the evolving nature of remediation technologies
and environmental regulations; and the uncertainty of allocating any
investigation and remediation costs among other parties. The Company has not
recognized any amounts in its financial statements for potential contributions
or recoveries from Chrysler Corporation or the DOD. Estimated expenses accrued
to date for the Dowagiac site have been recorded without considering potential
contributions or recoveries from Chrysler Corporation, the DOD or other
parties.
The estimated cost of remediation is still tentative and further testing in
other areas of the Dowagiac site is needed. In addition, the Company has not
finalized its plans for remedial work and has not agreed to any cleanup plan
with the state agency. Consequently, Ameriwood is unable to predict the
outcome of this matter or to reasonably estimate the amount of additional
costs, if any, that may be incurred to resolve it satisfactorily.
Superfund Sites
The Company has been identified as being among the potentially responsible
parties with respect to certain "Superfund" sites. It is difficult to estimate
with any reasonable degree of accuracy the ultimate level of expenditures
Ameriwood may incur in the future with respect to such "Superfund" sites, but
management believes, after discussing relevant legal issues with counsel and
considering the currently available information and developments to date, that
additional capital or other expenditures the Company may incur in the future in
connection with remediation of these sites will not materially affect
Ameriwood's financial position or results of operations.
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Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition
Results of Operations
The following is management's discussion and analysis of certain significant
factors which have affected Ameriwood's earnings during the period included in
the accompanying condensed consolidated statements of operations.
A summary of the changes in the principal items included in the condensed
consolidated statements of operations is shown below:
Comparisons for the Three Months Ended March 31, 1995 and 1994
1995 1994 Change Percent
------------- ------------- --------- -------
Net sales $ 25,763,800 $ 26,334,600 $ (570,800) (2.2%)
Cost of sales 21,781,800 21,406,100 375,700 1.8%
-------------- ------------ -----------
Gross profit 3,982,000 4,928,500 (946,500) (19.2%)
Selling, general and
administrative expenses 3,810,700 3,964,000 (153,300) (3.9%)
-------------- ------------ -----------
Operating income 171,300 964,500 (793,200) (82.2%)
Other expense (income):
Interest expense 90,200 39,400 50,800 128.9%
Interest income (3,500) (151,900) 148,400 97.7%
Other, net 21,100 (400) 21,500 5375.0%
-------------- ------------ -----------
107,800 (112,900) 220,700 195.5%
-------------- ------------ -----------
Income before taxes 63,500 1,077,400 (1,013,900) (94.1)%
Income taxes 19,500 377,100 (357,600) (94.8)%
-------------- ------------ -----------
NET INCOME $ 44,000 $ 700,300 $ (656,300) (93.7)%
============= ============ ===========
NET SALES
Consolidated net sales for the three months ended March 31, 1995 decreased by
2.2%, or $570,800, compared to the same period in 1994. Unassembled furniture
sales, which declined by 2.1%, accounted for approximately 75% of Ameriwood's
sales for the first quarter. The decline was primarily due to intense
competition in the industry, especially in the lower-priced segment of the
unassembled furniture market, which provides the majority of Ameriwood's
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Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition, continued
Results of Operations, continued
furniture sales. In addition, excess capacity in the industry, a softness in
retail sales, and high furniture inventory levels in certain distribution
channels resulted in inconsistent order patterns during the quarter. Ameriwood
OEM and stereo speaker sales also declined by 2.2%, due mainly to high
inventory levels at retailers.
COST OF SALES AND GROSS PROFIT
The cost of sales represented 84.5% of net sales in the first quarter of 1995
as compared to 81.3% in the same quarter last year. Gross profit as a
percentage of sales was 15.5% for the first quarter of 1995, compared to 18.7%
for the first quarter of 1994. The decrease in gross margin was due to several
factors. Significant increases in shipping and handling costs related to
several new products were experienced in the first quarter, along with particle
board (raw material) and packaging cost increases since the first quarter of
1994. In addition, the Company's fixed costs are higher this year as a result
of the long-term capital expansion program that was completed at the end of
1994. The Company could not fully recover its higher costs through customer
price increases due to the highly competitive markets in which Ameriwood sells
its products.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative ("SG&A") expenses decreased $153,300, or
nearly 4% to $3,810,700 for the three months ended March 31, 1995 compared to
the same period in 1994. As a percentage of net sales, SG&A expenses decreased
to 14.8% in the first quarter of 1995 from 15.1% in the first quarter of 1994.
The decrease can be attributed to ongoing Company-wide cost reduction efforts.
OPERATING INCOME
The 82.2% ($793,200) decrease in operating income was due mainly to the sales
and gross margin declines as described in the preceding "Net Sales"and "Cost of
Sales and Gross Profit" sections, respectively.
OTHER EXPENSE (INCOME)
Interest income decreased $148,400 in the first quarter of 1995 as compared to
last year's first quarter. In the first quarter of 1994, Ameriwood received
approximately $140,000 in interest income from a note receivable it held
related to the 1989 sale of two subsidiaries. The note receivable was sold in
December of 1994; therefore no comparable interest income was earned in 1995.
NET INCOME
The Company recorded net income of $44,000 for the three months ended March 31,
1995 compared to net income of $700,300 in the same period of 1994. On a per
share basis, net
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Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition, continued
Results of Operations, continued
income was $.01 in 1995, based on 4,219,500 average shares outstanding,
compared to $.16 in 1994, based on 4,282,800 average shares outstanding. The
decline in earnings and earnings per share was primarily due to the factors
described in the preceding "Net Sales" and "Gross Profit" sections, as well as
the decrease in interest income described in the preceding "Other Expense
(Income)" section.
Liquidity and Capital Resources
Capital expenditures of $828,800 in the first quarter of 1995 consisted mainly
of expenditures for machinery and equipment related to improving manufacturing
efficiency and cost containment. Ameriwood currently anticipates capital
expenditures for the remainder of 1995 will be approximately $2.8 million, and
will consist of similar machinery and equipment purchases at the Company's Ohio
and Michigan manufacturing facilities.
Finished goods inventories increased approximately $1.8 million over December
31, 1994 levels. This increase resulted from several factors including a
broadening of the furniture product line with a significant increase in higher
price point products, an increasing number of customers requiring shorter
delivery lead times, a strategic decision to improve the Company's "on-time and
complete" shipping performance, and increased raw material costs including
particle board, cartons, paper and glass.
Accounts receivable balances decreased approximately $2.1 million from December
1994 levels due to collections in the first quarter of 1995 which related to
strong December 1994 sales.
Management believes the Company's present liquidity, combined with cash flow
from future operations and the Company's revolving credit line, will be
adequate to fund operations and capital expenditures for the remainder of 1995
and 1996. In the event more funds are required, additional long-term
borrowings are an alternative for meeting liquidity and capital resource needs.
Nevertheless, the Company's liquidity could be materially impaired in the
future, depending on the ultimate costs of satisfactorily resolving
environmental matters at the Company's Dowagiac, Michigan facility. See Note 2
to the accompanying condensed consolidated financial statements for a
discussion of this environmental matter.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Arthur Andersen Litigation
See Item 3 of registrant's Annual Report on Form 10-K for the year ended
December 31, 1994.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Reference is made to the Exhibit Index on pages 14 through 18 of this
Form 10-Q report.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed by the Registrant during the
three months ended March 31, 1995.
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SIGNATURES
Pursuant to the requirements 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.
AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
May 11, 1995 /s/ Joseph J. Miglore
---------------------
Joseph J. Miglore
President and Chief
Executive Officer
May 11, 1995 /s/ David N. Kraker
-------------------
David N. Kraker
Treasurer and Chief
Accounting Officer
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EXHIBIT INDEX
Page in
Sequentially
Exhbit Numbered
Number Description Copy
- ------ ------------------------------------------------------------------- ------------
3(a) Restated Articles of Incorporation, as amended June 24, 1993 (filed n/a
as exhibit to Form 10-K for the year ended December 31, 1993
(Commission File No. 0-13805) and incorporated herein by
reference)
3(b) Bylaws, as amended through June 16, 1994 (filed as an exhibit to n/a
Form 10-Q for the quarter ended June 30, 1994 (Commission File
No. 0-13805) and incorporated herein by reference)
4(a) Indenture of Trust relating to $5,000,000 Michigan Strategic Fund n/a
Industrial Development Revenue Bonds due in 2006, and related
Loan Agreement, Letter of Credit Agreement, Mortgage and
Security Agreement and Irrevocable Transferrable Letter of Credit
(filed as exhibits to Form 10-K for the year ended December 31,
1989 (Commission File No. 0-13805) and incorporated herein by
reference)
4(b) Second Amendment, dated June 19, 1992, to Letter of Credit with n/a
Harris Trust and Savings Bank, dated November 1, 1986, relating to
Letter of Credit identified in Exhibit 4(a) (filed as exhibit to Form
10-Q for the quarter ended June 30, 1992 (Commission File No. 0-13805)
and incorporated herein by reference)
4(c) Third Amendment, dated January 13, 1995, to Letter of Credit with n/a
Harris Trust and Savings Bank, dated November 1, 1986, relating to
Letter of Credit identified in Exhibit 4(a) (filed as exhibit to Form
10-K for the year ended December 31, 1994 (Commission File No.
0-13805) and incorporated herein by reference)
4(d) Credit Agreement with Harris Trust and Savings Bank, dated June n/a
19, 1992 (filed as exhibit to Form 10-Q for the quarter ended June
30, 1992 (Commission File No. 0-13805) and incorporated herein by
reference)
4(e) Credit Agreement with Harris Trust and Savings Bank and The First n/a
National Bank of Chicago, dated January 13, 1995 (filed as exhibit
to Form 10-K for the year ended December 31, 1994 (Commission
File No. 0-13805) and incorporated herein by reference)
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EXHIBIT INDEX
Page in
Sequentially
Exhibit Numbered
Number Description Copy
- ------ ------------------------------------------------------------------- ------------
4(f) Ameriwood Industries International Corporation common stock n/a
certificate specimen (filed as exhibit to Form 10-Q for the quarter
ended March 31, 1993 (Commission File No. 0-13805) and
incorporated herein by reference)
4(g) Rights Agreement, as amended and restated as of March 15, 1995, n/a
between Ameriwood Industries International Corporation and Harris
Trust and Savings Bank, as Rights Agent (filed as exhibit to Form
10-K for the year ended December 31, 1994 (Commission File No.
0-13805) and incorporated herein by reference)
The following material contracts identified with "*" preceding the exhibit
number are agreements or compensation plans with or relating to executive
officers, directors or related parties.
*10(a) 1984 Incentive Stock Option Plan, as amended (filed as exhibit to n/a
Form 10-K for the year ended December 31, 1990 (Commission File
No. 0-13805) and incorporated herein by reference)
*10(b) Ameriwood Industries 1992 Non-Employee Directors' Stock Option n/a
Plan (filed as Exhibit A to the definitive proxy statement dated June
26, 1992 relating to the Company's 1992 annual meeting
(Commission File No. 0-13805) and incorporated herein by
reference)
*10(c) Ameriwood Industries 1993 Stock Incentive Plan (filed as Exhibit A n/a
to the definitive proxy statement dated May 10, 1993 relating to the
Company's 1993 annual meeting (Commission File No. 0-13805)
and incorporated herein by reference)
*10(d) Form of Stock Option Agreement dated February 14, 1991 with n/a
Neil L. Diver (filed as exhibit to Form 10-K for the year ended
December 31, 1990 (Commission File No. 0-13805) and
incorporated herein by reference)
*10(e) Rospatch Corporation Annual Incentive Plan (filed as exhibit to n/a
Form 10-K for the year ended December 31, 1990 (Commission File
No. 0-13805) and incorporated herein by reference)
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EXHIBIT INDEX
Page in
Sequentially
Exhibit Numbered
Number Description Copy
- ------ ------------------------------------------------------------------- ------------
*10(f) Description of non-employee directors consultation fee arrangements n/a
(filed as exhibit to Form 10-K for the year ended December 31, 1992
(Commission File No. 0-13805) and incorporated herein by
reference)
*10(g) Rospatch Corporation Irrevocable Indemnity Trust Agreement dated n/a
August 13, 1990 (filed as exhibit to Form 10-Q for the quarter ended
June 30, 1990 (Commission File No. 0-13805) and incorporated
herein by reference)
*10(h) First Amendment to Rospatch Corporation Irrevocable Indemnity n/a
Trust Agreement (filed as exhibit to Form 10-K for the year ended
December 31, 1991 (Commission File No. 0-13805) and
incorporated herein by reference)
*10(i) Form of Indemnity Agreement entered into between the registrant n/a
and certain persons, together with a list of such persons (filed as
exhibit to Form 10-K for the year ended December 31, 1994
(Commission File No. 0-13805) and incorporated herein by
reference)
*10(j) Employment Agreement dated April 20, 1990 with Joseph J. Miglore n/a
(filed as exhibit to Form 10-K for the year ended December 31, 1990
(Commission File No. 0-13805) and incorporated herein by
reference)
*10(k) Addendum To Employment Agreement between registrant and n/a
Joseph J. Miglore (filed as exhibit to Form 10-K for the year ended
December 31, 1992 (Commission File No. 0-13805) and
incorporated herein by reference)
*10(l) Memorandum dated January 19, 1990 to David Kraker regarding n/a
severance pay (filed as exhibit to Form 10-K for the year ended
December 31, 1990 (Commission File No. 0-13805) and
incorporated herein by reference)
*10(m) Management Retention Agreement dated as of November 20, 1992 n/a
between the registrant and Joseph J. Miglore (filed as exhibit to
Form 10-K for the year ended December 31, 1992 (Commission File
No. 0-13805) and incorporated herein by reference)
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EXHIBIT INDEX
Page in
Sequentially
Exhibit Numbered
Number Description Copy
- ------ ------------------------------------------------------------------- ------------
*10(n) Form of Management Retention Agreement dated as of November n/a
20, 1992 between the registrant and certain persons, together with a
list of such persons (filed as exhibit to Form 10-K for the year ended
December 31, 1992 (Commission File No. 0-13805) and
incorporated herein by reference)
*10(o) Management Retention Agreement dated June 7, 1993 between the n/a
registrant and Charles R. Foley (filed as exhibit to Form 10-K for
the year ended December 31, 1993 (Commission File No. 0-13805)
and incorporated herein by reference)
*10(p) Variable Life Policies (Sections 1 through 3) for Joseph J. Miglore, n/a
James R. Meier, Gerald A. Hickman, Charles R. Foley, and David
N. Kraker, dated January 21, 1994 (filed as exhibits to Form 10-K
for the year ended December 31, 1993 (Commission File No.
0-13805) and incorporated herein by reference)
*10(q) Form of Variable Life Policy (Sections 4 through 19, Rider and n/a
Endorsement) for executive officers of the registrant, together with a
list of such officers (filed as exhibit to Form 10-K for the year ended
December 31, 1993 (Commission File No. 0-13805) and
incorporated herein by reference)
*10(r) Form of Split-Dollar Life Insurance Agreement dated January 21, n/a
1994 between the registrant and certain persons, together with a list
of such persons (filed as exhibit to Form 10-K for the year ended
December 31, 1993 (Commission File No. 0-13805) and
incorporated herein by reference)
*10(s) Form of Collateral Assignment Agreement dated January 21, 1994 n/a
between the registrant and certain persons, together with a list of
such persons (filed as exhibit to Form 10-K for the year ended
December 31, 1993 (Commission File No. 0-13805) and
incorporated herein by reference)
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EXHIBIT INDEX
Page in
Sequentially
Exhibit Numbered
Number Description Copy
- ------ ------------------------------------------------------------------- ------------
*10(t) Form of Severance Compensation Agreement dated January 21, 1994 n/a
between the registrant and certain persons, together with a list of
such persons (filed as exhibit to Form 10-K for the year ended
December 31, 1993 (Commission File No. 0-13805) and
incorporated herein by reference)
*10(u) Form of License Agreement between registrant and Europe Craft n/a
Imports, Inc. (filed as exhibit to Form 10-K for the year ended
December 31, 1991 (Commission File No. 0-13805) and
incorporated herein by reference)
10(v) Settlement Agreement made as of April 10, 1992, among registrant n/a
Atlantis Group, Inc. and other parties identified therein, together
with copies of the executed documents referenced as exhibits thereto
(filed as exhibit to Form 10-K for the year ended December 31, 1991
(Commission File No. 0-13805) and incorporated herein by
reference)
10(w) Stipulation of Class Settlement (filed as exhibit to Form 10-K for the n/a
year ended December 31, 1991 (Commission File No. 0-13805) and
incorporated herein by reference)
10(x) Settlement Agreement between Ameriwood Industries International n/a
Corporation and American Casualty Company, dated September
1994 (filed as exhibit to Form 10-Q for the quarter ended September
30, 1994 (Commission File No. 0-13805) and incorporated herein by
reference)
10(y) $4,500,000 Flightline Electronics, Inc. Junior Subordinated Note, n/a
dated December 5, 1991; Endorsement of Note; Agreement between
Ameriwood Industries International Corporation and Flightline
Electronics, Inc.; and Assignment of Junior Subordinated Note (filed
as exhibit to Form 10-K for the year ended December 31, 1994
(Commission File No. 0-13805) and incorporated herein by
reference)
27 Financial Data Schedule
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