SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10K
(Mark One)
X
---------- ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
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OR
---------- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to .
---------- ----------
Commission File Number: 1-6690
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CONTINENTAL CAN COMPANY, INC.
-----------------------------
(Exact name of registrant as specified in its charter)
Delaware 11-2228114
------------------------ -----------------------------------
(State of Incorporation) (I.R.S. Employer Idenification No.)
One Aerial Way, Syosset, New York 11791
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (516) 822-4940
--------------
Securities registered pursuant to Section 12 (b) of the Act:
Common Stock ($.25 par value) New York Stock Exchange
- - ----------------------------- -------------------------------------------
(Title of each class) (Name of each exchange on which registered)
Securities registered pursuant to Section 12 (g) of the Act: None
----
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceeding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K {X}.
The aggregate market value of voting stock held by non-affiliates of the
Registrant based on the closing price at which such stock was sold on the New
York Stock Exchange on March 13, 1995 was $76,696,093.
The number of shares of Common Stock outstanding on March 13, 1995 was 3,165,057
shares.
DOCUMENTS INCORPORATED BY REFERENCE
Part II (except Item No. 6 "Selected Financial Data" and Item No. 9 "Changes In
And Disagreements With Accountants On Accounting And Financial Disclosure") is
incorporated by reference to the Registrant's Annual Report to Stockholders for
the fiscal year ended December 31, 1994, and Part III (except Item 10 regarding
executive officers) is incorporated by reference to the Registrant's Proxy
Statement to be filed on or about April 3, 1995 in connection with its 1995
Annual Meeting of Stockholders to be held on May 17, 1995.
ITEM 1. BUSINESS
- - -----------------
(a) General Development of Business
-------------------------------
Continental Can Company, Inc. (the Company) is a publicly traded company
incorporated in Delaware in 1970 under the name Viatech, Inc. The name of the
Company was changed to Continental Can Company, Inc. in October 1992. The
Company is engaged in the packaging business through a number of consolidated
operating subsidiaries. The Company's packaging business consists of (i) its
50%-owned domestic subsidiary, Plastic Containers, Inc. (PCI), which owns
Continental Plastic Containers, Inc. and Continental Caribbean Containers, Inc.
(collectively, CPC), (ii) its wholly owned German operating subsidiary, Dixie
Union Verpackungen GmbH (Dixie Union) and (iii) its majority-owned European
operating subsidiaries, Ferembal S.A. (Ferembal), which in turn owns 64% of
Obalex, A.S. (Obalex), and Onena Bolsas de Papel, S.A. (Onena). PCI is a
leading manufacturer of extrusion blow-molded containers in the United States.
Ferembal is a manufacturer of rigid packaging, primarily food cans, of which it
is the second largest supplier in France. Obalex is a manufacturer of metal
cans in the Czech Republic. Dixie Union manufactures plastic films and
packaging machines, primarily for the food and pharmaceutical industries. Onena
manufactures film, and laminates and prints plastic, paper and foil packaging
materials for the food and snack food industries in Spain. The Company also
owns Lockwood, Kessler & Bartlett, Inc. (LKB) which provides services
principally in the fields of mapping and survey, civil and structural
engineering, mechanical and electrical engineering, and construction
administration and inspection.
(b) Financial Information About Industry Segments
---------------------------------------------
The Company has one reportable industry segment - packaging, as determined
in accordance with the Financial Accounting Standards Board Statement of
Financial Accounting Standards No. 14.
(c) Narrative Description of Business
---------------------------------
The Company manufactures packaging which accounted for 98%, 97.5% and
97.3%, of its consolidated revenues in 1994, 1993 and 1992, respectively.
CPC - The Company's 50%-owned subsidiary, PCI, acquired CPC in November
---
1991. CPC, headquartered in Norwalk, Connecticut, has fifteen manufacturing
plants in the continental United States and one in Puerto Rico. CPC is a leader
in the development, manufacture and sale of a wide range of extrusion blow-
molded plastic containers for household chemicals, food and beverages,
automotive products and motor oil, industrial and agricultural chemicals and
cosmetics and toiletries. CPC manufactures single and multi-layer containers,
primarily from high density polyethylene and polypropylene resins, ranging in
size from two ounces to five gallons. Some of these multi-layer containers
include a barrier layer of ethyl vinyl alcohol which renders the container
oxygen tight and makes it suitable for use in food products which are subject to
spoilage or deterioration if exposed to oxygen. CPC sells containers to
national consumer products companies, including Clorox Company, Coca-Cola Foods,
Colgate-Palmolive Company, Lever Brothers, Mobil Oil Corporation, Pennzoil
Products Company, Procter & Gamble Company, Quaker Oats Company and Quaker State
Oil Refining Corporation. CPC, in many cases, manufactures substantially all of
a customer's container requirements for specific product categories or for
particular container sizes. CPC has long-standing relationships with most of
its customers and has long-term contracts or agreements with customers
representing approximately 70% of its dollar sales volume.
Ferembal - The Company acquired a 68% interest in Ferembal in the fourth
--------
quarter of 1989, increased its interest to 84% in August, 1991 and at December
31, 1994 owned 85% of Ferembal. Ferembal, headquartered in Paris, has five
manufacturing plants located in each of the main agricultural regions of France.
The Roye plant, located in Picardie, was built in 1964 and expanded
substantially in 1968. Its three main divisions include coil
1
cutting, printing and varnishing; the manufacture of ends and bodies; and
assembly. There are five welded lines in operation at Roye and all industrial
products are manufactured at this plant. The Moelan plant, located in Brittany,
is set up along similar lines as the Roye plant with five welded lines. The
Ludres plant, in eastern France, is Ferembal's largest facility. In addition to
twelve presses and two easy-open end manufacturing units, Ludres has nine body
assembly lines. Ferembal's research and development and technical service
departments are also located at Ludres. The Veauche plant was built in 1982 to
service southern France. Approximately 90% of the output of the two welded lines
is "passed through the wall" to a customer for the canning of pet food. The
Ville Neuve sur Lot plant was built in 1991 and went into production with a
three piece can line in early 1992. A two piece can line went into production at
this facility in mid-1992.
Ferembal is the second largest producer of food cans in France and also
produces cans for pet foods and industrial products. Ferembal's products
include three piece cans for food with over two hundred sets of specifications,
two piece cans in several different diameters, easy open ends, "hi-white enamel"
cans, and a large number of can products for industrial end uses. Ferembal's
production for the food and pet food markets accounts for approximately 85% of
its sales with remaining sales coming from cans produced for industrial
products. Ferembal's customers are primarily vegetable and prepared food
processors, pet food processors, and paint and other industrial can users.
Obalex - The Company, through Ferembal, owns 64% of the outstanding stock
------
of Obalex. Obalex is headquartered in a three building complex on a 5 acre site
in Znojmo, Czech Republic, which also serves as its sole manufacturing facility.
Obalex manufacturers both two and three piece cans for food which account for
approximately 80% of its sales and a number of can products for industrial end
users.
Dixie Union - The Company, through wholly owned subsidiaries, owns all of
-----------
the outstanding stock of Dixie Union. Dixie Union is headquartered in Kempten,
Germany and has subsidiary companies in France and the United Kingdom, which
function as a sales, distribution and customer service network. Dixie Union
manufactures three main product lines for the packaging industry: multi-layer
shrink bags, composite plastic films and packaging machines and slicers. Most
of Dixie Union's customers are in the food and pharmaceutical industries.
Onena - The Company owns 57% of the stock of Onena located in Pamplona,
-----
Spain. Onena manufactures plastic film and prints and laminates paper, plastic
and foil packaging material for the food and snack food industries in Spain. In
1994 the Company merged its subsidiary, Industrias Gomariz S.A. (Ingosa) with
Onena. Ingosa printed and laminated paper, plastic and foil packaging material
for the food and snack food industries in Spain and was also located in
Pamplona.
LKB - The Company owns 100% of LKB, a consulting engineering firm, located
---
in Syosset, New York. LKB provides services to clients in the fields of
transportation, site, municipal, electrical and mechanical, and environmental
engineering. Most of LKB's clients are public sector state and municipal
agencies, utilities, financial institutions and developers. Most of its
projects involve infra-structure design and rehabilitation, environmental
reports and services, and utility substation design.
Other Matters - The primary users of products manufactured by the Company
-------------
are firms in the food and snack food, pet food, household chemical, motor oil
and pharmaceutical industries.
The raw materials used in the production of plastic containers, cans and
packaging films are readily available commodity materials and chemicals produced
by a large number of manufacturers. It is the practice of the Company to obtain
these raw materials from several sources in order to ensure an economical,
adequate and timely supply.
Some of the products manufactured by the Company are manufactured pursuant
to license. With regard to composite films, a fully paid up license from the
American National Can Company is in effect. With regard to shrink
2
bags and film, a license from the American National Can Company is in effect.
Present patents under this license expire at various times through 2000. The
license will expire on the date the last of the licensed patents expire. This
license is non-exclusive as to manufacture and sale of shrink bags and film in
Europe and non-exclusive as to sales to the rest of the world. Sales may not be
made in the Western Hemisphere. The Company does not believe these licenses are
material to its packaging business taken as a whole.
The Company's business is seasonal insofar as the sales of Ferembal and
Obalex to the vegetable packing industry is dependent on agricultural production
and occurs primarily in the second and third quarters. The Company's remaining
products are not seasonal.
The Company is not dependent upon a single customer or a few customers.
Sales to no single customer exceeded 10% of the Company's consolidated revenues
in 1994.
As of December 31, 1994, the Company's backlog was approximately
$29,952,000 (compared to $19,868,000, at December 31, 1993). All backlog is
expected to be filled within the current fiscal year. Ferembal, Obalex, and
Plastic Containers, Inc. produce most of their products under open orders. As a
result, none of the foregoing backlog is attributable to them.
The Company's business in total is highly competitive with a large number
of competitors. The main competitors include Owens Illinois, Inc. and Graham
Packaging with regard to plastic containers, CMB Packaging with regard to cans,
W. R. Grace & Co. with regard to barrier shrink films, and Multi-Vac with regard
to packaging machinery. The principal methods of competition are price, quality
and service.
The amount spent on research and development activities amounted to
approximately $12,461,000 in 1994, $12,862,000 in 1993 and $14,603,000 in 1992.
The number of persons employed by the Company as of December 31, 1994 and
1993 was 3,729 and 3,712, respectively.
(d) Foreign and Domestic Operations
-------------------------------
Sales to unaffiliated customers are set out below:
1994 1993 1992
-------- -------- --------
(In thousands)
Europe $286,412 $255,619 $284,771
United States 247,614 221,636 218,988
Other 3,154 4,587 7,482
-------- -------- --------
Total $537,180 $481,842 $511,241
======== ======== ========
Information regarding the operating profit and the identifiable assets
attributable to the Company's foreign operations is incorporated herein by
reference to Note 16 of the Consolidated Financial Statements appearing in the
Annual Report to Stockholders for the year ended December 31, 1994.
ITEM 2. PROPERTIES
- - -------------------
The Company believes its facilities are suitable, adequate, and properly
sized to provide the capacity necessary to meet its sales. The Company's
production facilities are utilized for the manufacture and storage of the
Company's products. The extent of utilization in each of the Company's
facilities varies based on a number of factors but primarily on sales and
inventory levels for specific products. The location of the customer also
affects
3
utilization since shipment costs beyond a certain distance can make
production of some products at a remote facility uneconomic. Seasonality
affects utilization substantially at Ferembal and Obalex with very high
utilization in the pre-harvest and harvest season and substantially lower
utilization during the late fall and winter. The Company adjusts labor levels
and capital investment at each of its facilities in order to optimize their
utilization.
The Company's general corporate offices and the main production facility
for LKB are located in Syosset, New York in a 25,000 square foot building owned
by the Company. This steel and concrete block building was constructed in 1955
on a 2-1/2 acre lot.
CPC is headquartered in 19,812 square feet of leased office space in
Norwalk, Connecticut. CPC also leases its technical center in Elk Grove,
Illinois (78,840 sq. ft.), its accounting office space in Omaha, NE (5,489 sq.
ft.), and sales offices in Cincinnati, Ohio (1,266 sq. ft.) and Houston, Texas
(703 sq. ft.).
The following table sets forth the location and square footage of CPC's
production facilities which are used for both manufacture and warehousing of
finished goods:
SIZE IN SIZE IN
PLANT LOCATION SQUARE FEET PLANT LOCATION SQUARE FEET
- - ----------------- ----------- ------------------- -----------
Santa Ana, CA 102,500 Lima, OH 122,850
Fairfield, CA 66,000 Newell, WV 50,000
Houston, TX 80,000 Oil City, PA 96,000
Kansas City, KS 172,775 Baltimore, MD 150,600
Elk Grove, IL 137,800 Lakeland, FL 105,200
DuPage, IL 102,900 New Market, NJ 116,000
Cincinnati, OH 131,665 Caguas, Puerto Rico 46,800
Cleveland, OH 100,000 West Memphis, AR 32,870
CPC owns the plants in Santa Ana, Fairfield, Oil City, Baltimore and Puerto
Rico; all others are leased. As of December 31, 1994, CPC had a total of 114
production lines spread throughout its manufacturing facilities. The smallest
plants have as few as two lines while the largest has eleven.
Ferembal is headquartered in 20,000 square feet of office space subject to
a capital lease in Clichy, a suburb of Paris. Ferembal operates five
manufacturing facilities in five locations in France. Ferembal owns a 384,000
square foot manufacturing facility on a 21 acre site in Roye for the production
of food and industrial cans. Ferembal owns a 42,000 square foot manufacturing
facility for the production of food cans at Veauche on a 5 acre site. The
facility at Veauche is located next to a customer's plant and food can
production is "passed through the wall" to the customer. Ferembal has a capital
lease with regard to several buildings totaling 229,000 square feet on a 23 acre
site in Ludres. In addition, Ferembal owns a 29,000 square foot building on a 3
acre site. These facilities are used for the manufacture of food cans and for
research and development activities. Ferembal has a capital lease with regard
to several buildings totaling 252,000 square feet on an 18 acre site in Moelan
which are used for the manufacture of food cans. Ferembal operates a
manufacturing facility for food cans in a 42,000 square foot building on a 4
acre site in Villeneuve sur Lot under a rental agreement. Each of the
manufacturing facilities utilizes a portion of its building space for
warehousing its finished goods.
Obalex is located in several buildings with approximately 182,000 square
feet on an 5 acre site in Znojmo, Czech Republic. This facility is the sole
manufacturing site for Obalex which also uses the complex for the storage of its
finished goods.
4
Dixie Union is headquartered in a three-story, 108,000 square foot
manufacturing facility on a 5 acre site in Kempten, Germany, leased through
2004. In addition, two small facilities are leased as sales and distribution
centers in Milton Keynes, England and Redon, France.
Onena owns two buildings totaling 173,000 square feet located on a 6.6 acre
site in Pamplona, Spain, which also serve as its headquarters, manufacturing and
warehousing facility. The former Onena headquarters and manufacturing facility
consisting of 89,200 square feet on a 3.7 acre site is expected to be sold.
ITEM 3. LEGAL PROCEEDINGS
- - --------------------------
The Company's subsidiaries are defendants in a number of actions which
arose in the normal course of business. In the opinion of management, the
eventual outcome of these actions will not have a significant effect on the
Company's financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- - ------------------------------------------------------------
No matters were submitted to a vote of security holders during the quarter
ended December 31, 1994.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
- - --------------------------------------------------------------------------
MATTERS
- - -------
The information required by this item is incorporated herein by
reference to the section entitled "Common Stock Prices and Related Matters" of
the Annual Report to Stockholders for the year ended December 31, 1994.
5
ITEM 6. SELECTED FINANCIAL DATA(1)
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1994 1993 1992 1991 1990
-------- -------- -------- -------- --------
Sales (2) $537,180 $481,842 $511,241 $310,654 $292,033
======== ======== ======== ======== ========
Net income (2) (3) $ 4,445 $ 988 $ 2,063 $ 7,394 $ 5,059
======== ======== ======== ======== ========
Earnings per
common share (3)
Primary $ 1.39 $ .33 $ .67 $ 2.92 $ 2.88
======== ======== ======== ======== ========
Fully Diluted $ 1.34 $ .32 $ .64 $ 2.59 $ 2.40
======== ======== ======== ======== ========
Weighted average
shares outstanding (4) 3,220 3,023 3,078 2,533 1,758
======== ======== ======== ======== ========
Total assets $423,585 $385,907 $400,010 $410,543 $202,524
======== ======== ======== ======== ========
Long term debt and capitalized
lease obligations $142,361 $153,982 $165,701 $159,567 $ 65,862
======== ======== ======== ======== ========
Total stockholders'
equity (4) $ 70,696 $ 60,855 $ 62,935 $ 61,393 $ 23,856
======== ======== ======== ======== ========
Working capital $ 71,348 $ 66,105 $ 69,158 $ 63,004 $ 48,235
======== ======== ======== ======== ========
Current ratio 1.52 1.67 1.69 1.57 1.56
======== ======== ======== ======== ========
(1) In thousands, except per share amounts and current ratio.
(2) In 1993, includes sales of $10,682 and net income of $238 related to the
purchase of Obalex. In 1991, includes sales of $17,030 and a net loss of
$1,045 related to the purchase of PCI.
(3) Includes a charge for the cumulative effect of an accounting change of $262
($.08 per share both primary and fully-diluted) and an extraordinary charge
of $108 ($.03 per share both primary and fully-diluted) in 1994. Includes
income for the cumulative effect of an accounting change of $460 ($.15 per
share primary and $.14 per share fully-diluted) and an extraordinary charge
of $1,502 ($.49 per share primary and $.44 per share fully-diluted) in
1992. Includes income for an extraordinary item of $22 ($.01 per share
both primary and fully-diluted) in 1990.
(4) The 1991 weighted average shares outstanding include 1,020 shares and 255
warrants to purchase shares sold in June 1991 for net proceeds of $29,453.
The 1990 weighted average shares outstanding include 460 shares sold in
January 1990 for net proceeds of $6,756.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- - ------------------------------------------------------------------------
RESULTS OF OPERATIONS
- - ---------------------
The information required by this item is incorporated herein by
reference to the section entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the Annual Report to
Stockholders for the year ended December 31, 1994.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- - ----------------------------------------------------
The information required by this item is incorporated by reference to
the Company's consolidated financial statements and related notes, together with
the independent auditors' report in the Annual Report to Stockholders for the
year ended December 31, 1994.
6
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- - ------------------------------------------------------------------------
FINANCIAL DISCLOSURE
- - --------------------
There have been no changes in nor disagreements with the Company's
accountants on accounting and financial disclosure during the twenty-four month
period ended December 31, 1994.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- - ------------------------------------------------------------
The information required by this item, with respect to directors of the
registrant, will be included under the caption "Election of Directors" of a
definitive Proxy Statement to be dated March 28, 1994 which will be filed with
the Commission pursuant to Regulation 14A and is hereby incorporated into this
report by this reference.
Executive officers of the registrant include Messrs. Donald J. Bainton and
Abdo Yazgi who are also directors of the registrant and for whom information
required by this item is included in the Proxy Statement as previously
mentioned.
Information for other executive officers, is as follows:
Term of Year First
Name and Age Position Held Office Became Officer
- - ------------------------ --------------- -------- --------------
John H. Andreas Vice President- (1) 1992
62 Manufacturing
Marcial B. L'Hommedieu Treasurer (1) 1963
70
(1) The term of office of all executive officers is indefinite, at the pleasure
of the Board of Directors.
The business experience of each executive officer is as follows:
Mr. Andreas has served as Vice President of Manufacturing since April 1992.
Prior to that time, he was an independent business consultant. Prior to his
retirement in 1988, Mr. Andreas was employed by the former Continental Can
Company, Inc. for 33 years, most recently as General Manager.
Mr. L'Hommedieu has served as Treasurer or Assistant Treasurer of the Company
and its subsidiary, Lockwood, Kessler & Bartlett, Inc., since 1963.
ITEM 11. EXECUTIVE COMPENSATION
- - --------------------------------
The information required by this item is included under the caption
"Executive Compensation" of a definitive Proxy Statement to be dated March 28,
1995 which will be filed with the Commission pursuant to Regulation 14A and is
hereby incorporated into this report by this reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- - -----------------------------------------------------------------------
The information required by this item is included under the caption "Stock
Ownership" of a definitive Proxy Statement to be dated March 28, 1995 which will
be filed with the Commission pursuant to Regulation 14A and is hereby
incorporated into this report by this reference.
7
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- - -------------------------------------------------------
The information required by this item is included under the caption
"Transactions with Management" of a definitive Proxy Statement to be dated March
28, 1995 which will be filed with the Commission pursuant to Regulation 14A and
is hereby incorporated into this report by this reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- - --------------------------------------------------------------------------
(a) 1. Financial Statements:
Consolidated Balance Sheets as of December 31, 1994 and 1993
Consolidated Statements of Earnings for the years ended December 31, 1994,
1993, and 1992
Consolidated Statements of Stockholders' Equity for the years ended December
31, 1994, 1993 and 1992
Consolidated Statements of Cash Flows for the years ended December 31, 1994,
1993 and 1992
The above financial statements are included under Item 8 or Part II of this
report.
2. Financial Statement Schedules:
III Condensed Financial Information of Registrant........ p. 11
VIII Allowance for Doubtful Accounts...................... p. 13
All other schedules are omitted because they are not applicable, not
required, or the information is given in the financial statements or the
notes thereto.
3. Exhibits Required:
3.1 Articles of Incorporation, as amended................. (2)
3.2 By-Laws, as amended................................... (2)
4.1 Indenture, dated as of April 1, 1992, among Plastic
Containers, Inc. ("PCI"), each of Continental Plastic
Containers, Inc. ("CPC") and Continental Caribbean
Containers, Inc. ("CCC"), as guarantors and United
States Trust Company of New York, as trustee (the
"Trustee")............................................ (1)
4.2 Pledge and Security Agreement, dated as of April 9,
1992, by PCI in favor of the Trustee.................. (1)
4.3 Pledge and Security Agreement, dated as of April 9,
1992, by CPC in in favor of the Trustee............... (1)
4.4 Pledge and Security Agreement, dated as of April 9,
1992, by CCC in favor of the Trustee.................. (1)
4.5 Stock Pledge Agreement, dated as of April 9, 1992, by
PCI in favor of the Trustee........................... (1)
4.6 Patent and Trademark Security Assignment, dated April
9, 1992, by CPC to Trustee............................ (1)
4.7 Deed of Trust and Assignment of Leases and Rents,
dated April 9, 1992, by CPC relating to real property
located in Fairfield, Connecticut..................... (1)
8
4.8 Deed of Trust and Assignment of Leases and Rents,
dated April 9, 1992, by CPC relating to real property
located in Santa Ana, California...................... (1)
4.9 Mortgage and Assignment of Leases and Rents, dated
April 9, 1992, by CPC relating to real property
located in Oil City, Pennsylvania..................... (1)
4.10 Deed of Trust and Assignment of Leases and Rents,
dated April 9, 1992, by CPC relating to real property
located in Baltimore, Maryland........................ (1)
4.11 Chattel Mortgage, dated April 7, 1992, by CCC relating
to personal property located in Puerto Rico........... (1)
4.12 Pledge Agreement, dated as of April 9, 1992 by CCC
relating to real property located in Puerto Rico...... (1)
4.13 Mortgage, dated April 8, 1992, by CCC relating to real
property located in Puerto Rico....................... (1)
10.1 Credit Agreement dated as of April 2, 1992, between
PCI and Citibank, N.A................................. (1)
10.2 1988 Restricted Stock Option Plan, as amended......... (2)*
10.3 1988 Director Stock Option Plan....................... (2)*
10.4 1990 Stock Option Plan for Non-Employee Directors..... (2)*
10.5 Shareholders' Agreement dated July 7, 1989, among
Viatech, Inc., Le Fer Blac S.A., Citicorp Capital
Investors Europe Limited and Citibank S.A............. (2)
10.6 Revolving Credit and Term Loan Agreement dated as of
December 1, 1992...................................... (2)
10.7 Stock Purchase Agreement dated November 2, 1991....... (2)
10.8 Noncompetition Agreement dated November 21, 1991...... (2)
10.9 Stockholders' Agreement dated October 19, 1991........ (2)
10.10 1992 Restricted Stock Plan for Non-Employee Directors,
as amended............................................ (2)*
10.11 Agreement Among PCI Stockholders, dated September 10,
1992.................................................. (2)
10.12 Employment Contract with Donald J. Bainton............ (2)*
10.13 1995 Restricted Stock Compensation Plan............... Attached*
10.14 Amendment No. 1 to Revolving Credit and Term Loan
Agreement............................................. Attached
13.1 Annual Report to Stockholders for 1994................ Attached
21 Subsidiaries of the Registrant........................ Attached
23.1 Independent Auditors' Report on Schedules............. Attached
23.2 Consent of Independent Auditors....................... Attached
27 Financial Data Schedule............................... Attached
28.1 Proxy Relating to PCI Stock, dated September 11,
1992.................................................. (2)
* Management contract or compensatory plan or arrangement.
(1) These documents have been previously filed with the Commission as
Exhibits to 1992 Quarterly Reports on Form 10-Q for Plastic
Containers, Inc.
(2) These documents have previously been filed with the Commission as
Exhibits to 1993 Quarterly Reports on Form 10-Q for Continental Can
Company, Inc.
All other items for which provision is made in the applicable regulations
of the Securities and Exchange Commission have been omitted as they are
not required under the related instructions or they are inapplicable.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended December 31, 1994.
9
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.
CONTINENTAL CAN COMPANY, INC.
By: /s/ Abdo Yazgi Date: March 7, 1994
--------------- --------------
Abdo Yazgi, Executive Vice President
(Principal Financial & Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/s/ Donald J. Bainton Date: March 7, 1994
- - ----------------------------------------- --------------
Donald J. Bainton, Chairman of the Board
of Directors and Chief Executive Officer
(Principal Executive Officer)
/s/ Kenneth Bainton Date: March 7, 1994
- - ----------------------------------------- --------------
Kenneth Bainton, Director
/s/ Robert L.. Bainton Date: March 7, 1994
- - ----------------------------------------- --------------
Robert L. Bainton, Director
/s/ Nils E. Benson Date: March 7, 1994
- - ----------------------------------------- --------------
Nils E. Benson, Director
/s/ Rainer N. Greeven Date: March 7, 1994
- - ----------------------------------------- --------------
Rainer N. Greeven, Director
Date:
- - ----------------------------------------- --------------
Ronald H. Hoenig, Director
/s/ Charles M. Marquardt Date: March 7, 1994
- - ----------------------------------------- --------------
Charles M. Marquardt, Director
Date:
- - ----------------------------------------- --------------
Ferdinand W. Metternich
/s/ V. Henry O'Neill Date: March 7, 1994
- - ----------------------------------------- --------------
V. Henry O'Neill, Director
/s/ John J. Serrell Date: March 7, 1994
- - ----------------------------------------- --------------
John J. Serrell, Director
/s/ Robert A. Utting Date: March 7, 1994
- - ----------------------------------------- --------------
Robert A. Utting, Director
/s/ Abdo Yazgi Date: March 7, 1994
- - ----------------------------------------- --------------
Abdo Yazgi, Director
/s/ Cayo Zapata Date: March 7, 1994
- - ----------------------------------------- --------------
Cayo Zapata, Director
/s/ Jose Luis Zapata Date: March 7, 1994
- - ----------------------------------------- --------------
Jose Luis Zapata, Director
10
Schedule III - Condensed Financial Information of Registrant
Continental Can Company, Inc.
Balance Sheets
Years Ended December 31, 1994 and 1993
(in thousands) 1994 1993
------- -------
ASSETS:
Cash $ 79 $ 626
Investments in Subsidiaries at Equity 72,703 62,181
Other Assets 1,326 2,370
------- -------
Total Assets 74,108 $65,177
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities (a) 2,220 3,472
Long Term Debt (a) 1,192 850
------- -------
Total Liabilities 3,412 4,322
Stockholders' Equity 70,696 60,855
------- -------
74,108 $65,177
======= =======
(a) See Note 9, Items (a) and (b) of Notes to Consolidated Financial Statements
of Continental Can Company, Inc. and Subsidiaries. At December 31, 1993,
current liabilities include $1,164 of Convertible Subordinated Debentures
due in 1994. At December 31, 1994, current liabilities include $158 of
current installments of long term debt.
Continental Can Company, Inc.
Statements of Earnings
Years Ended December 31, 1994, 1993 and 1992
(in thousands) 1994 1993 1992
------- ------- -------
Management Fees $ 1,882 $ 2,157 $ 1,855
Selling, General and
Administrative Expenses 2,923 3,232 3,238
------- ------- -------
(1,041) (1,075) (1,383)
Equity in Net Income of
Subsidiaries (b) 5,803 2,247 3,587
------- ------- -------
4,762 1,172 2,204
Other (290) (205) (165)
------- ------- -------
4,472 967 2,039
(Provision for) Recovery of
Income Taxes (27) 21 24
------- ------- -------
Net income $ 4,445 $ 988 $ 2,063
======= ======= =======
(b) Includes for 1994 an extraordinary charge of $108 relating to the
extinguishment of debt and a charge of $262 relating to the cumulative
effect of adopting SFAS No. 112. Includes for 1992 an extraordinary charge
of
11
$1,502 relating to the retirement of a promissory note and a benefit of $460
relating to the cumulative effect of adopting SFAS No. 109.
Schedule III - Condensed Financial Information of
Registrant (Continued)
Continental Can Company, Inc.
Statements of Cash Flows
Years Ended December 31, 1994, 1993 and 1992
(in thousands) 1994 1993 1992
------- ------- -------
Cash Flows from Operating Activities:
Net Income $4.445 $ 988 $ 2,063
Adjustments to Reconcile Net Income
to Net Cash Provided by Operating
Activities:
Dividends Received From Affiliates 818 - -
Equity in Net Income of Subsidiaries (5,803) (2,247) (3,587)
Increase/Decrease in Due to Affiliates (442) 299 1,001
Other 387 288 (310)
------- ------- -------
Net Cash Provided By (Used in)
Operating Activities (595) (672) (833)
Cash Flows From Investing Activities:
Purchase of Minority Interest - (213) (120)
Redemption of investment in
Government Securities - 500 10
Increase Investment in Subsidiaries (1,225) - -
Proceeds from Sale of Capital Assets 411 527 778
Capital Expenditures - (6) (152)
------- ------- -------
Net Cash Provided By (Used in)
Investing Activities (814) 808 516
Cash Flows From Financing Activities:
Common Stock Issued Upon Conversion of
Debentures and Warrants 362 184 2,111
Proceeds from (Repayment of)
Long-Term Financing 500 203 (1,907)
------- ------- -------
Net Cash Provided by Financing
Activities 862 387 204
Net Increase (Decrease) in Cash (547) 523 (113)
Cash at Beginning of Year 626 103 216
------- ------- -------
Cash at End of Year $ 79 $ 626 $ 103
======= ======= =======
Cash paid for interest and income taxes
was as follows:
1994 1993 1992
------- ------- -------
Interest $ 210 $ 232 $ 232
Income Taxes 8 $ 22 $ 4
12
Continental Can Company, Inc. and Subsidiaries
Schedule VIII - Allowance for Doubtful Accounts
Years Ended December 31, 1994, 1993 and 1992
(in thousands) Additions
Balance at charged to Balance at
beginning costs and Other Deductions end of
of period expenses additions (1) period
---------- ---------- --------- ---------- ----------
Year ended
December 31, 1994 $3,522 $2,845 $ - $1,051 $5,316
====== ====== ==== ====== ======
Year ended
December 31, 1993 $3,622 $ 915 $418(2) $1,433 $3,522
====== ====== ==== ====== ======
Year ended
December 31, 1992 $4,626 $ 709 $ - $1,713 $3,622
====== ====== ==== ====== ======
(1) Represents uncollectible accounts written-off.
(2) Represents $418 from the consolidation of acquired subsidiary in 1993.
13
EXHIBITS ATTACHED:
------------------
Subsidiaries of the Registrant
Independent Auditors' Report on Schedules
Consent of Independent Auditors
Amendment No. 1 to Revolving Credit and Term
Loan Agreement
1995 Restricted Stock Compensation Plan
Financial Data Schedule
1994 Annual Report to Stockholders
1