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 June 29, 1997.
Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number 0-25150
STRATTEC SECURITY CORPORATION
(Exact name of registrant as specified in its charter)
WISCONSIN 39-1804239
(State of Incorporation) (I.R.S. Employer Identification No.)
3333 WEST GOOD HOPE ROAD, MILWAUKEE, WI 53209
(Address of principal executive offices)
(414) 247-3333
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which registered
------------------- ------------------------------------
N/A N/A
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
(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 (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. [x] Yes 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 the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment of this Form 10-K. [x]
The aggregate market value of the voting Common Stock held by non-affiliates of
the registrant as of August 20, 1997 was approximately $133,188,000 (based upon
the last reported sale price of the Common Stock at August 20, 1997 on the
NASDAQ National Market). On August 20, 1997, there were outstanding 5,667,150
shares of $.01 par value Common Stock.
Documents Incorporated by Reference
Part of the Form 10-K
Document into which incorporated
-------- -----------------------
Portions of the Annual Report to Shareholders for the
fiscal year ended June 29, 1997. I, II, IV
Portions of the Proxy Statement dated September 10, 1997, for the
Annual Meeting of Shareholders to be held on October 23, 1997. III
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PART I
ITEM 1. BUSINESS
GENERAL
STRATTEC SECURITY CORPORATION (the "Company") designs, develops,
manufactures and markets mechanical locks, electro-mechanical locks and related
products for automotive manufacturers with operations in the United States,
Canada and Mexico ("North American Automotive Manufacturers"). The Company also
produces precision zinc die castings for the transportation, security and small
engine industries.
The Company was incorporated as a Wisconsin Corporation on September 15,
1994, as a wholly owned subsidiary of Briggs & Stratton Corporation ('Briggs').
On February 27, 1995, the Company received a distribution of substantially all
of the assets, related debt and liabilities of the mechanical and
electro-mechanical automotive lock and key business owned by Briggs (the
'Distribution').
As a division of Briggs, the Company has been in the automotive lock
manufacturing business for approximately 80 years. It has also been in the zinc
die casting business for approximately 70 years. The Company has been the
world's largest producer of automotive locks and keys since the late 1920's,
and currently maintains a dominant share of the North American markets for
these products.
The majority of the components that go into the Company's lock products
are manufactured at its facility in Milwaukee, Wisconsin. The Company's
products are assembled at the Milwaukee plant and at its plant in Juarez,
Mexico. The Company's general offices are located in the Milwaukee facility.
For information as to export sales, see Note 9 of Notes to Financial
Statements included in the Company's 1997 Annual Report to Shareholders, which
is incorporated herein by reference.
PRINCIPAL SERVICES AND PRODUCTS
The Company's principal products are locks and keys for cars and trucks. A
typical automobile contains a set of five locks: a steering column/ignition
lock, a glove box lock, two front door locks and a deck lid (trunk) lock.
Pickup trucks typically use three to four locks, while sport utility vehicles
and vans will use six or seven locks. Some vehicles have additional locks for
under-floor compartments or folding rear seat latches. T-top locks, spare tire
locks, burglar alarm locks and door locks with illuminated faces are offered as
options. Usually two pairs of keys are provided with each vehicle lockset.
The Company currently produces locks with simple electrical switch devices
and more sophisticated devices, such as resistive elements, radio frequency
identification (RFID) elements and Hall effects sensors. Additional
electronically assisted locksets are in various stages of development in
support of future model year introductions. The primary focus of this activity
is increased security and reliability through continued development of RFID
applications.
The Company's products are supported by an extensive staff of experienced
lock engineers who work directly with customer engineering departments. This
staff, which includes product design, quality and manufacturing engineers, is
capable of providing complete design, development and testing services of new
lock products for the Company's customers. Additionally, this staff is
available to customers for problem solving, warranty analysis and other
activities that arise during a product's life cycle. The Company also provides
after-sale support to its customers with the design of special field service
kits, writing and publishing of service manuals, and specific in-plant
production repair programs.
The Company's products are for the most part unique to specific vehicle
models. From time to time certain models require significant changes to their
lock designs. While these changes occur relatively infrequently on a model by
model basis, the Company's involvement in a broad range of models dictates
that, in any given year, some new designs are introduced which replace earlier
designs. These earlier designs continue to produce revenues from service
applications.
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EMERGING TECHNOLOGIES
New electronic technologies are expected to become increasingly important
in future product designs. These technologies may include radio frequency
transmission and receiving, Hall effects sensing, optical reading and sensing,
and custom integrated circuit technology. Further advancements with respect to
RFID applications such as encrypted signals and rolling codes are anticipated.
Specific applications of certain of these technologies began in prior model
years. Application will occur in both OEM and aftermarket products. In
connection with the development of these technologies, the Company intends to
utilize strategic alliances and/or strategic sourcing with respect to certain
components in order to remain competitive from both a cost and quality
standpoint.
SOURCES AND AVAILABILITY OF RAW MATERIALS
The primary raw materials used by the Company are high-grade zinc and
brass. These materials are generally available from a number of suppliers, but
the Company has chosen to concentrate its sourcing with one primary vendor for
each commodity. The Company believes its sources for raw materials are very
reliable and adequate for its needs. The Company has not experienced any
significant long term supply problems in its operations and does not anticipate
any significant supply problems in the foreseeable future.
PATENTS, TRADEMARKS AND OTHER INTELLECTUAL PROPERTY
The Company believes that the success of its business will not only result
from the technical competence, creativity and marketing abilities of its
employees but also from the protection of its intellectual property through
patents, trademarks and copyrights. As part of its ongoing research,
development and manufacturing activities, the Company has a policy of seeking
patents on new products, processes and improvements when appropriate. The
Company owns nineteen issued United States patents, with expirations occurring
between 1999 and 2015.
Although, in the aggregate, the patents discussed above are of
considerable importance to the manufacturing and marketing of many of its
products, the Company does not consider any single patent or trademark or group
of patents or trademarks to be material to its business as a whole, except for
the STRATTEC and STRATTEC with logo trademarks.
The Company also relies upon trade secret protection for its confidential
and proprietary information. The Company maintains confidentiality agreements
with its key executives. In addition, the Company enters into confidentiality
agreements with selected suppliers, consultants and associates as appropriate
to evaluate new products or business relationships pertinent to the success of
the Company. However, there can be no assurance that others will not
independently obtain similar information and techniques or otherwise gain
access to the Company's trade secrets or that the Company can effectively
protect its trade secrets.
SEASONALITY
As an automotive supplier, the Company encounters the normal peaks and
valleys associated with the automotive industry. Typically, the months of July
and August are relatively slow while summer shut-downs and model year
changeover occur at the automotive assembly plants. September volumes increase
rapidly as the new model year begins and the "pipelines" to the retail dealer
are filled. This volume strength continues through October and into early
November. As the holiday and winter seasons approach, the demand for
automobiles slows and production is trimmed accordingly. March typically brings
a major sales and production increase which then continues through most of June
before tailing off for the model year build-out. This pattern has been
relatively consistent on a year-to-year basis, except when the general economy
suffered a significant slow-down. In this latter case, the month-to-month
swings as described above were still present, but the magnitude of the swings
was greatly diminished.
DEPENDENCE UPON SIGNIFICANT CUSTOMERS
A very significant portion of the Company's annual sales are to General
Motors Corporation, Ford Motor Company and Chrysler Corporation. In fiscal
years 1997, 1996 and 1995, these three customers accounted for 85%, 82% and 72%
respectively, of the Company's total net sales. The Company began production
volume shipments of locksets to the Ford Motor Company during fiscal year 1996.
Further information regarding sales to the Company's largest customers is
contained in Note 10 of Notes to Financial Statements, included in the
Company's 1997 Annual Report to Shareholders, which is incorporated herein by
reference.
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The products sold to these customers are model specific, fitting only
certain defined applications. Consequently, the Company is highly dependent on
its major customers for their business, and on these customers' ability to
produce and sell vehicles which utilize the Company's products. The Company has
enjoyed long term relationships with General Motors Corporation and Chrysler
Corporation in the past, and expects to do so in the future. However, a
significant change in the purchasing practices of, or a significant loss of
volume from, one or more of these customers could have a detrimental effect on
the Company's financial performance.
SALES AND MARKETING
The Company is a direct supplier to OEM auto and light truck
manufacturers, over-the-road heavy truck manufacturers and recreational vehicle
manufacturers, as well as other transportation related manufacturers. The
Company is also an OEM component supplier to residential/commercial door
hardware manufacturers and other miscellaneous industrial manufacturers. The
Company utilizes both direct sales personnel and manufacturers' representative
agencies to service its customers. OEM sales have traditionally represented
approximately 85 to 90% of the Company's total sales. The Company receives the
remainder of its revenue primarily through sales into the OEM service and the
locksmith aftermarket distribution channels. Sales through these two channels
are approximately equal.
The Company provides its customers with engineered locksets, which are
unique to specific vehicles. Any given vehicle will typically take 1 to 3 years
of development and engineering design time prior to being offered to the
public. The locksets are designed concurrently with the vehicle. Therefore,
commitment to the Company as the production source occurs 1 to 3 years prior to
the start of production.
The typical process used by the "Big Three" automotive manufacturers in
selecting a lock supplier is to offer the business opportunity to the Company
and various of the Company's competitors. Each competitor will pursue the
opportunity, doing its best to provide the customer with the most attractive
proposal. Price pressure is strong during this process but once an agreement is
reached, the price is fixed for each year of the product program. Typically,
price reductions resulting from productivity improvement by the Company are
included in the contract and are estimated in evaluating each of these
opportunities by the Company. A blanket purchase order is issued by customers
for each model year and releases are made to that purchase order for weekly
deliveries to the customer. As a consequence and because the Company is a
"Just-in-Time" supplier to the automotive industry, it does not maintain a
backlog of orders in the classic sense for future production and shipment.
COMPETITION
The Company competes with domestic and foreign-based competitors on the
basis of custom product design, engineering support, quality, delivery and
price. While the number of direct competitors is currently relatively small,
the auto manufacturers actively encourage competition between potential
suppliers. Although the Company may not be the lowest cost producer, it has a
dominant share of the North American market because of its ability to provide a
beneficial combination of price, quality and technical support. In order to
reduce lockset production costs while still offering a wide range of technical
support, the Company utilizes assembly operations in Mexico, which results in
lower labor costs as compared to the United States.
As locks become more sophisticated and involve additional electronics,
competitors with specific electronic expertise may emerge to challenge the
Company.
RESEARCH AND DEVELOPMENT
The Company engages in research and development activities pertinent to
the automotive security industry. A major area of focus for research is the
expanding role of electronic interlocks and modes of communicating
authorization data between consumers and vehicles. Development activities
include new products, applications and product performance improvement. In
addition, specialized data collection equipment is developed to facilitate
increased product development efficiency and continuous quality improvements.
For fiscal years 1997, 1996, and 1995, the Company spent $3,208,000,
$2,772,000, and $1,754,000, respectively, on research and development. The
Company believes that, historically, it has committed sufficient resources to
research and development and anticipates increasing such expenditures in the
future as required to support additional product programs associated with both
existing and new customers. Patents are pursued and will continue to be pursued
as appropriate to protect the Company's interests resulting from these
activities.
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CUSTOMER TOOLING
An important aspect of the Company's production processes is customer
program specific assembly lines and production tooling. In general, capital
equipment acquired by the Company for customer product programs is recognized
as a long-term asset and depreciated. Tooling for these same programs, obtained
primarily from third party tool suppliers, is accumulated as a current asset on
the Company's balance sheet and rebilled to the customer upon formal product
approval from the customer. For certain products, the Company retains ownership
of both the equipment and tooling. Recovery of these costs occurs over the life
of the program through the piece price. See Note 2 of Notes to Financial
Statements included in the Company's 1997 Annual Report to Shareholders, which
is incorporated herein by reference.
ENVIRONMENTAL COMPLIANCE
As is the case with other manufacturers, the Company is subject to
federal, state, local and foreign laws and other legal requirements relating to
the generation, storage, transport, treatment and disposal of materials as a
result of its lock and key manufacturing and assembly operations. These laws
include the Resource Conservation and Recovery Act (as amended), the Clean Air
Act (as amended), the Clean Water Act of 1990 (as amended) and the
Comprehensive Environmental Response, Compensation and Liability Act (as
amended). The Company believes that its existing environmental management
policies and procedures are adequate and it has no current plans for
substantial capital expenditures in the environmental area.
Contamination existing at the Company's Milwaukee site from an underground
waste coolant storage tank and a former above-ground solvent storage tank,
located on the east side of the facility, will be remediated in accordance with
federal, state and local requirements. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" appearing on pages
10 through 12 of the Company's 1997 Annual Report to Shareholders.
The Company does not currently anticipate any materially adverse impact on
its results of operations, financial condition or competitive position as a
result of compliance with federal, state, local and foreign environmental laws
or other legal requirements. However, risk of environmental liability and
charges associated with maintaining compliance with environmental laws is
inherent in the nature of the Company's business and there is no assurance that
material liabilities or charges could not arise.
EMPLOYEES
At June 29, 1997, the Company had approximately 2,665 full-time employees,
of which approximately 530 were represented by a labor union. The Company has
not experienced any work stoppages at its current operating plants since
October 29, 1983.
Prior to the February 27, 1995 distribution, the Company's Milwaukee
hourly employees were covered by collective bargaining agreements negotiated
between Briggs & Stratton and Local 7232 of the UPIU. On December 4, 1994,
Local 7232 members ratified a new collective bargaining agreement with Briggs
that provided for a successor contract with the Company relative to the
Company's represented employees. The Company assumed all obligations under the
successor contract in connection with the distribution. The agreement between
Local 7232 and the Company commenced on February 27, 1995 and expires on
December 31, 1997, and calls for certain wage increases that in the aggregate
average 4 percent in calendar year 1995 and 1 percent in each of calendar years
1996 and 1997.
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ITEM 2. PROPERTIES
The Company has two manufacturing plants, one warehouse, two distribution
centers, and a sales office. These facilities are described as follows:
LOCATION TYPE SQ. FT. OWNED OR LEASED
-------- ---- ------- ---------------
Milwaukee, Wisconsin Headquarters and General Offices; Component
Manufacturing and Assembly ................ 352,000 Owned
Juarez, Chihuahua Mexico Subsidiary Offices and Assembly ........... 97,000 Owned
Somerset, New Jersey Service Parts Distribution ................ 6,500 Leased*
Carpenteria, California Service Parts Distribution ................ 4,000 Leased*
El Paso, Texas Finished Goods Warehouse .................. 12,500 Leased**
Troy, Michigan Sales Office for Detroit Area ............. 3,000 Leased**
- -----------------------
* Leased floor space within a warehouse facility.
** Leased unit within a complex.
ITEM 3. LEGAL PROCEEDINGS
In the normal course of business the Company may be involved in various
legal proceedings from time to time. The Company does not believe it is
currently involved in any claim or action the ultimate disposition of which
would have a material adverse effect on the Company or its financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of shareholders during the
fourth quarter of fiscal 1997.
EXECUTIVE OFFICERS OF REGISTRANT
The names, ages and positions of all executive officers of the Company as of
the date of this filing are listed below, together with their business
experience during the past five years. Executive officers are appointed
annually by the Board of Directors at the meeting of directors immediately
following the annual meeting of shareholders. There are no family
relationships among any of the executive officers of the Company, nor any
arrangements or understanding between any such officer and another person
pursuant to which he was appointed as an executive officer.
NAME, AGE AND POSITION BUSINESS EXPERIENCE
- ---------------------- -------------------
Harold M. Stratton II, 49 President and Chief Executive
Officer of the Corporation since
1994. Vice President of Briggs &
Stratton Corporation and General
Manager of the Technologies
Division of Briggs & Stratton
Corporation since 1989.
John G. Cahill, 40 Executive Vice President, Chief
Financial Officer, Treasurer and
Secretary of the Corporation since
1994. Vice President, Chief
Financial Officer, Secretary and
Treasurer, Johnson Worldwide
Associates, Inc. (manufacturer and
marketer of recreational and
marking systems products) 1992 to
1994 and Corporate Controller from
1989 to 1992.
Michael R. Elliott, 41 Vice President -- Sales and
Marketing of the Company since
1994. Vice President -- Marketing
and Sales of the Technologies
Division since 1993. Vice
President -- Corporate Development
of Iverness Casting Group (a
producer of castings and injection
molded products) from 1991 to 1992.
Vice President -- Sales and
Marketing of Iverness Casting Group
from 1990 to 1991. Sales,
Marketing and Planning Manager of
the AC Rochester Division of
General Motors Corporation (an
automotive manufacturer) from 1988
to 1990.
Andrew G. Lechtenberg, 44 Vice President -- Engineering of the
Company since 1994. Vice President
-- Engineering of the Technologies
Division since 1989.
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Gerald L. Peebles, 54 Vice President and General Manager
of STRATTEC de Mexico -- since 1997.
Vice President -- Operations of the
Company 1995 -- 1997. Vice
President -- Operations of the
Technologies Division since 1994.
Operations Manager -- Juarez Plant
of the Technologies Division from
1990 to 1994. Plant Manager --
Juarez Plant of the Technologies
Division from 1988 to 1990.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information set forth in the "Quarterly Financial Data" section
appearing on page 24 of the Company's 1997 Annual Report to Shareholders is
incorporated herein by reference.
The Company does not intend to pay cash dividends on the Company Common
Stock in the foreseeable future; rather, it is currently anticipated that
Company earnings will be retained for use in its business. The future payment
of dividends will depend on business decisions that will be made by the Board
of Directors from time to time based on the results of operations and financial
condition of the Company and such other business considerations as the Board of
Directors considers relevant. The Company's revolving credit agreement
contains restrictions on the payment of dividends. See Note 3 of Notes to
Financial Statements included in the Company's 1997 Annual Report to
Shareholders, which is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The information set forth under "Five Year Financial Summary" which
appears on page 24 of the Company's 1997 Annual Report to Shareholders is
incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
The information set forth under "Management's Discussion and Analysis"
which appears on pages 10 through 12 of the Company's 1997 Annual Report to
Shareholders is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company did not hold any market risk sensitive instruments during the
period covered by this report.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements, together with the report thereon of Arthur
Andersen LLP dated July 31, 1997, which appear on pages 13 through 23 of the
Company's 1997 Annual Report to Shareholders, are incorporated herein by
reference.
The Quarterly Financial Data (unaudited) which appears on page 24 of the
Company's 1997 Annual Report to Shareholders is incorporated herein by
reference.
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 on pages 2, 3 and 4 of the Company's Proxy Statement,
dated September 10, 1997, under "Election of Directors" and "Section 16(a)
Beneficial Ownership Reporting Compliance" is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information on pages 7 through 14 of the Company's Proxy Statement,
dated September 10, 1997, under "Executive Compensation" is incorporated herein
by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information on pages 4 and 5 of the Company's Proxy Statement, dated
September 10, 1997, under "Security Ownership" is incorporated herein by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information on pages 7 through 14 of the Company's Proxy Statement,
dated September 10, 1997, under "Executive Compensation" is incorporated herein
by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents Filed as part of this Report
(1) Financial Statements - The following financial
statements of the Company, included on pages 13 through 23 of
the Company's 1997 Annual Report to Shareholders, are
incorporated by reference in Item 8.
Report of Independent Public Accountants
Balance Sheets - as of June 29, 1997 and June 30, 1996
Statements of Income - years ended June 29, 1997, June 30, 1996,
and July 2, 1995
Statements of Changes in Equity - years ended June 29, 1997,
June 30, 1996, and July 2, 1995
Statements of Cash Flows - years ended June 29, 1997, June 30,
1996, and July 2, 1995
Notes to Financial Statements
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(2) Financial Statement Schedules
Page in this
Form 10-K Report
----------------
Report of Independent Public Accountants 9
Schedule II - Valuation and Qualifying Accounts 10
All other schedules have been omitted because they are not applicable
or are not required, or because the required information has been
included in the Financial Statements or Notes thereto.
(3) Exhibits. See "Exhibit Index" beginning on page 12.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the fourth quarter
of fiscal 1997.
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have audited in accordance with generally accepted auditing standards the
consolidated and combined financial statements included in the STRATTEC
SECURITY CORPORATION Annual Report to Shareholders incorporated by reference in
this Form 10-K and have issued our report thereon dated July 31, 1997. Our
audit was made for the purpose of forming an opinion on those statements taken
as a whole. The schedule listed in the accompanying index is the
responsibility of the Company's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part
of the basic consolidated and combined financial statements. This schedule has
been subjected to the auditing procedures applied in the audit of the basic
consolidated and combined financial statements and, in our opinion, fairly
states in all material respects the financial data required to be set forth
therein in relation to the basic consolidated and combined financial statements
taken as a whole.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
July 31, 1997.
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SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(THOUSANDS OF DOLLARS)
Balance, Provision Payments Balance,
Beginning Charged to and Accounts End of
of Year Profit & Loss Written Off Year
--------- ------------- ------------ --------
Year ended June 29, 1997
- ------------------------
Allowance for doubtful accounts $ 250 $ 0 $ 0 $ 250
========= ============= ============ ========
Year ended June 30, 1996
- ------------------------
Allowance for doubtful accounts $ 250 $ 0 $ 0 $ 250
========= ============= ============ ========
Year ended July 2,1995
- ----------------------
Allowance for doubtful accounts $ 100 $ 150 $ 0 $ 250
========= ============= ============ ========
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SIGNATURES
Pursuant to the requirements of Section 13 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.
STRATTEC SECURITY CORPORATION
By: /s/ Harold M. Stratton II
------------------------------------
Harold M. Stratton II,
President and Chief Executive Officer
Date: August 20, 1997
Pursuant to the requirement 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/ Harold M. Stratton II President, Chief Executive Officer August 20, 1997
- --------------------------
Harold M. Stratton II and Director
/s/ John G. Cahill Executive Vice President, August 20, 1997
- --------------------------
John G. Cahill Chief Financial Officer,
Treasurer, Secretary & Director
/s/ Frank J. Krejci Director August 20 , 1997
- --------------------------
Frank J. Krejci
/s/ Michael J. Koss Director August 20 , 1997
- --------------------------
Michael J. Koss
/s/ Robert Feitler Director August 20 , 1997
- --------------------------
Robert Feitler
13
EXHIBIT INDEX TO ANNUAL REPORT
ON FORM 10-K
Page Number in
Sequential Numbering
of all Form 10-K and
Exhibit Exhibit Pages
- --------- --------------------
3.1 (2) Amended and Restated Articles of Incorporation of the Company *
3.2 (2) By-laws of the Company *
4.1 (2) Rights Agreement between the Company and Firstar Trust Company, as Rights Agent *
4.2 (3) Revolving Credit Agreement dated as of February 27, 1995 by and between the Company *
and M&I Bank, together with Revolving Credit Note
10.1 (2) STRATTEC SECURITY CORPORATION Stock Incentive Plan *
10.2 (4) Employment Agreements between the Company and the identified executive officers *
10.3 (1) Change In Control Agreement between the Company and the identified executive officers *
10.4 (1) Contribution Agreement, Plan and Agreement of Reorganization and Distribution between *
Briggs & Stratton Corporation ("Briggs") and the Company, dated as of February 27, 1995
(the "Contribution Agreement")
10.5 (1) Quit Claim Deed dated as of February 27, 1995 *
10.6 (1) General Assignment, Assumption and Agreement Regarding Litigation, Claims and *
Other Liabilities between Briggs and the Company, dated as of February 27, 1995
10.7 (1) Transitional Trademark Use and License Agreement between Briggs and the Company, *
dated as of February 27, 1995
10.8 (1) Insurance Matters Agreement between Briggs and the Company, dated as of *
February 27, 1995
10.9 (1) Employee Benefits and Compensation Agreement between Briggs and the Company, dated *
as of February 27, 1995
10.10 (1) Tax Sharing and Indemnification Agreement between Briggs and the Company, dated as of *
February 27, 1995
10.11 (1) Interim Administrative Services Agreement between Briggs and the Company, dated as *
of February 27, 1995
10.12 (1) Confidentially and Nondisclosure Agreement between Briggs and the Company, dated as *
of February 27, 1995
10.13 (1) Assignments of Patents dated as of February 27, 1995 *
10.14 (1) Supply Agreement between Briggs and the Company, dated as of February 27, 1995 *
10.15 (4) STRATTEC SECURITY CORPORATION Economic Value Added Plan for Executive *
Officers and Senior Managers
13.1 Annual Report to Shareholders for the year ended June 29, 1997 14
14
Page Number in
Sequential Numbering
of all Form 10-K and
Exhibit Exhibit Pages
- ------- --------------------
21 (1) Subsidiaries of the Company *
23 Consent of Independent Public Accountants dated September 10, 1997 46
- -------------------------
(1) Incorporated by reference from Amendment No. 1 to the Form 10 filed on
January 20, 1995.
(2) Incorporated by reference from Amendment No. 2 to the Form 10 filed on
February 6, 1995.
(3) Incorporated by reference form the April 2, 1995 Form 10-Q filed on
May 17, 1995.
(4) Incorporated by reference from the July 2, 1995 Form 10-K filed on
September 14, 1995