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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED NOVEMBER 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______________________________
COMMISSION FILE NUMBER 1-11024
CLARCOR Inc.
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(Exact name of registrant as specified in its charter)
DELAWARE 36-0922490
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2323 Sixth Street, P.O. Box 7007, Rockford, Illinois 61125
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 815-962-8867
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Common Stock, par value $1.00 per share New York Stock Exchange
Preferred Stock Purchase Rights
Securities registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or 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
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]
The aggregate market value (based on the closing price of registrant's Common
Stock on February 11, 1997 as reported on the New York Stock Exchange Composite
Transactions) of the voting stock held by non-affiliates of the registrant as at
February 11, 1997 is $358,600,277.
The number of outstanding shares of Common Stock, as of February 11, 1997 is
14,914,057 shares.
Certain portions of the registrant's 1996 Annual Report to Shareholders are
incorporated by reference in Parts I, II and IV. Certain portions of the
registrant's Proxy Statement dated February 18, 1997 for the Annual Meeting of
Shareholders to be held on March 25, 1997 are incorporated by reference in Part
III.
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PART I
ITEM 1. DESCRIPTION OF BUSINESS.
(a) General Development of Business
CLARCOR Inc. ("CLARCOR") was organized in 1904 as an Illinois corporation
and in 1969 was reincorporated in the State of Delaware. As used herein, the
"Company" refers to CLARCOR and its subsidiaries unless the context otherwise
requires.
The Company's fiscal year ends on the Saturday closest to November 30. For
fiscal year 1996, the year ended on November 30, 1996 and for fiscal year 1995,
the year ended on December 2, 1995. In this Form 10-K, all references to fiscal
years are shown to begin on December 1 and end on November 30 for clarity of
presentation.
(i) Certain Significant Developments.
Acquisition of United Air Specialists, Inc. On September 23, 1996 the
Company announced the signing of a definitive agreement to acquire United Air
Specialists, Inc. ("UAS") located in Cincinnati, Ohio. The transaction, when
completed, will be in the form of a merger of a wholly-owned subsidiary of
CLARCOR into UAS with UAS surviving the merger and becoming a wholly-owned
subsidiary of CLARCOR.
UAS is engaged in the design, manufacture and sale of commercial and
industrial air cleaners, electrostatic fluid contamination control equipment and
high precision spraying equipment. For the fiscal year ended June 30, 1996, UAS
had net sales of approximately $40.8 million and net earnings of approximately
$1.5 million. For the first six months of fiscal 1997, its net sales were
approximately $19.5 million and net earnings approximately $.4 million.
The shareholders of UAS voted in favor of the transaction on February 14,
1997 and the transaction is expected to be closed on February 28, 1997.
The transaction will be accounted for as a pooling of interests. No more
than a total of 1,209,302 shares of CLARCOR's common stock will be issued in
connection with such merger to the former holders of UAS common stock.
Other. In December 1995, CLARCOR announced that a joint venture agreement
had been signed with Weifang Power Machine Fittings Ltd. ("Weifang") located in
China. The joint venture, called Baldwin-Weifang Filters Ltd., is 60% owned by
CLARCOR and 40% owned by Weifang. The manufacture of heavy duty spin-on oil
filters for trucks, construction equipment and agricultural equipment began in
November 1996. Continued expansion of the joint venture is anticipated including
a second production line for heavy duty filters which is expected to be in
operation by the end of 1997.
In February 1996, the acquisition was completed of Unifil (Pty.) Ltd., a
South African manufacturer of air filtration products for heavy-duty
transportation, construction and agricultural equipment and automobiles. Unifil
was acquired by Baldwin-Unifil S.A., a South African partnership that is 70%
owned by the Company's Baldwin Filters, Inc. subsidiary, and 30% owned by a
three-member group from Unifil's management team.
The Company's Airguard Industries subsidiary completed a new Technical
Center located at its facility in Louisville, Kentucky. This new Technical
Center is expected to result in the development of product enhancements and new
products for the growing environmental and industrial filtration markets.
The Board of Directors announced on March 29, 1996 the adoption of a new
shareholder rights plan to replace an existing plan that expired on April 25,
1996. The new plan, as was the old plan, is designed to deter coercive takeover
tactics and to assure that all shareholders receive fair and equal treatment in
the event of any proposed takeover of CLARCOR.
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A 70,000 square foot addition to the Hasting Filters plant in Yankton,
South Dakota was completed during 1996 which added the capacity needed for the
complete manufacture of primary components for light duty filters. The plant
expansion, new and refurbished equipment installed in 1996, and improved
manufacturing processes implemented in 1996 are expected to significantly
improve the operating results for Hastings Filters in fiscal 1997.
In November 1996, the Company sold 50% of its 5% interest in G.U.D.
Holdings Limited ("GUD") and recognized an after-tax gain on the sale of
approximately $1,072,000 or $0.07 per share. The remaining 2.5% investment was
sold subsequent to the end of the fiscal year and an after-tax gain will be
recorded in the first quarter of fiscal 1997 of approximately $1,089,000 or
$0.07 per share.
(ii) Summary of Business Operations.
During 1996, the Company conducted business in two principal industry
segments: (1) Filtration Products and (2) Consumer Products.
Filtration Products. Filtration Products include filters used primarily in
the replacement market in the trucking, construction, industrial, agricultural
equipment, diesel locomotive, automotive and environmental industries. The
segment's engine and mobile products include filters for oil, air, fuel,
coolants and hydraulic fluids for trucks, automobiles, construction and
industrial equipment, locomotives, marine and agricultural equipment. The
segment's industrial and environmental products include air and antimicrobial
treated filters for commercial buildings, factories, residential buildings,
paint spray booths, gas turbine systems, medical facilities, motor vehicle
cabins, clean rooms, compressors and dust collector systems.
Consumer Products. Consumer Products include a wide variety of custom
styled containers and packaging items used primarily by the food, spice, drug,
toiletries and chemical specialties industries. The segment's products include
lithographed metal containers, flat sheet decorating, combination metal and
plastic containers, plastic closures, collapsible metal tubes, composite
containers and various specialties, such as spools for wire and cable,
dispensers for razor blades and outer shells for dry cell batteries and film
canisters.
(b) Financial Information About Industry Segments
Business segment information for the fiscal years 1994 through 1996 is
included on page 35 of the Company's 1996 Annual Report to Shareholders (the
"Annual Report"), is incorporated herein by reference and is filed as part of
Exhibit 13(a)(vi) to this 1996 Annual Report on Form 10-K ("1996 Form 10-K").
(c) Narrative Description of the Business
FILTRATION PRODUCTS
The Company's filtration products business is conducted by the CLARCOR
Filtration Products segment which includes the following wholly-owned
subsidiaries: Baldwin Filters, Inc.; Airguard Industries, Inc.; Clark Filter,
Inc.; Hastings Filters, Inc.; Baldwin Filters N.V.; and Baldwin Filters Limited.
In addition, the Company owns (i) 50% of Baldwin Filters (Aust.) Pty. Ltd., (ii)
90% of Filtros Baldwin de Mexico ("FIBAMEX"), (iii) 60% of Baldwin-Weifang
Filters Ltd., and (iv) 70% of Baldwin-Unifil S.A.
The companies market a line of over 18,000 oil, air, fuel, coolant and
hydraulic fluid filters and industrial and environmental filters. The Company's
filters are used in a wide variety of applications including engines, industrial
equipment, environmentally controlled areas and in processes where
effectiveness, reliability and durability are essential. Impure air or fluid
impinge upon a paper, cotton, synthetic, chemical or membrane filter media which
collects the impurities which are then disposed of when the filter is changed.
Pleated filter media elements are held in specially treated paper or metal
containers while cotton and synthetic filters use wound or compressed fibers
with high absorption characteristics. The Company's filters are sold throughout
the United States, Canada and worldwide,
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primarily in the replacement market for trucks, automobiles, locomotives,
marine, construction, industrial and agricultural equipment and for air
filtration systems for buildings. In addition, some filters are sold to the
original equipment market.
The segment distributes filtration products worldwide through each of its
subsidiaries. The Baldwin Filters N.V. and Baldwin Filters Limited subsidiaries
primarily serve the European markets. The Company's joint venture with GUD,
Baldwin Filters (Aust.) Pty. Ltd., markets heavy duty liquid and air filters in
Australia and New Zealand. FIBAMEX manufactures filters in Mexico with
distribution in Mexico and Central and South America. Through the Company's
fiscal 1996 investment in Baldwin-Weifang Filters Ltd., heavy duty filters are
being manufactured in China for distribution in China and Southeast Asia.
Additionally, through the Baldwin-Unifil S.A. acquisition, air filtration
products are manufactured in South Africa with distribution throughout South
Africa, Great Britain, Europe and the Middle East.
CONSUMER PRODUCTS
The Company's consumer products business is conducted by the Consumer
Products segment which includes the Company's wholly-owned subsidiary, J. L.
Clark, Inc. ("J. L. Clark").
In fiscal 1996 over 1,500 different types and sizes of containers and metal
packaging specialties were manufactured for the Company's customers. Flat sheet
decorating is provided by use of state-of-the-art lithography equipment. Metal,
plastic and paper containers and plastic closures manufactured by the Company
are used in packaging a wide variety of dry and paste form products, such as
food specialties (tea, spices, dry bakery products, potato chips, pretzels,
candy and other confections); beverages and juices; cosmetics and toiletries;
drugs and pharmaceuticals; and chemical specialties (hand cleaners, soaps and
special cleaning compounds). Metal packaging specialties include shells for dry
batteries, film canisters, dispensers for razor blades, spools for insulated and
fine wire, and custom decorated flat steel sheets.
Containers and metal packaging specialties are manufactured only upon
orders received from customers, and individualized containers and packaging
specialties are designed and manufactured, usually with distinctive decoration,
to meet each customer's marketing and packaging requirements and specifications.
Through the Tube Division of J. L. Clark, the Company manufactures
collapsible metal tubes for packaging ointments, artists' supplies, adhesives,
cosmetic creams and other viscous materials. Over 150 types and sizes of
collapsible metal tubes are manufactured. Tubes are custom manufactured from
aluminum to the customer's specifications as to size, shape, neck design and
decoration. Both coating and lithographic tube printing decoration techniques
are used. During 1995 the Tube Division entered into an agreement with
Kunststoffwerk Kutterer ("Kutterer") of Germany to distribute Kutterer's plastic
tube closures in North America.
DISTRIBUTION
Filtration Products are sold primarily through a combination of over 3,300
independent distributors and dealers for original equipment manufacturers. The
Australian joint venture markets heavy duty filtration products through the
distributors of GUD, the Company's joint venture partner.
Consumer Products salespersons call directly on customers and prospective
customers for containers and packaging specialties. Each salesperson is trained
in all aspects of the Company's manufacturing processes with respect to the
products sold and as a result is qualified to consult with customers and
prospective customers concerning the details of their particular requirements.
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CLASS OF PRODUCTS
The percentage of the Company's sales volume contributed by each class of
similar products within the Company's Consumer Products segment which
contributed 10% or more of sales is as follows:
1996 1995 1994
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Containers............................................... 17% 18% 20%
No class of products within the Company's Filtration Products segment accounted
for as much as 10% of the total sales of the Company.
RAW MATERIAL
Steel, filter media, aluminum sheet and coil, stainless steel, chrome
vanadium, chrome silicon, resins and aluminum slugs for tubes, roll paper, bulk
and roll plastic materials and cotton, wood and synthetic fibers and adhesives
are the most important raw materials used in the manufacture of the Company's
products. All of these are purchased or are available from a variety of sources.
The Company has no long-term purchase commitments. The Company did not
experience shortages in the supply of raw materials during 1996.
PATENTS
Certain features of some of the Company's Filtration and Consumer Products
are covered by domestic and, in some cases, foreign patents or patent
applications. While these patents are valuable and important for certain
products, the Company does not believe that its competitive position is
dependent upon patent protection.
CUSTOMERS
The largest 10 customers of the Filtration Products segment accounted for
13.4% of the $259,617,000 of fiscal year 1996 sales of such segment.
The largest 10 customers of the Consumer Products segment accounted for
48.7% of the $73,771,000 of fiscal year 1996 sales of such segment.
No single customer accounted for 10% or more of the Company's consolidated
1996 sales.
BACKLOG
At November 30, 1996, the Company had a backlog of firm orders for products
amounting to approximately $33,900,000. The comparable backlog figure for 1995
was approximately $33,700,000. All of the orders on hand at November 30, 1996
are expected to be filled during fiscal 1997. The Company's backlog is not
subject to significant seasonal fluctuations.
COMPETITION
The Company encounters strong competition in the sale of all of its
products.
In the Filtration Products segment, the Company competes in a number of
markets against a variety of competitors. The Company is unable to state its
relative competitive position in all of these markets due to a lack of reliable
industry-wide data. However, in the replacement market for heavy duty liquid and
air filters used in internal combustion engines, the Company believes that it is
among the top five measured by annual sales. In the replacement market for
industrial and environmental filtration products, the Company believes that it
is among the top five measured by annual sales. In addition, the Company
believes that it is a leading manufacturer of liquid and air filters for diesel
locomotives.
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In the Consumer Products segment, its principal competitors are
approximately 10 manufacturers whose specialty packaging segments are smaller
than the Company's and who often compete on a regional basis only. In the
Consumer Products market, strong competition is also presented by manufacturers
of paper, plastic and glass containers. The Company's competitors generally
manufacture and sell a wide variety of products in addition to packaging
products of the type produced by the Company and do not publish separate sales
figures relative to these competitive products. Consequently, the Company is
unable to state its relative competitive position in those markets.
The Company believes that it is able to maintain its competitive position
because of the quality and breadth of its products and services.
PRODUCT DEVELOPMENT
The Company's laboratories test filters, containers, filter components,
paints, inks, varnishes, adhesives and sealing compounds to insure high quality
manufacturing results, aid suppliers in the development of special finishes and
conduct controlled tests of finishes and newly designed filters and containers
being perfected for particular uses. Product development departments are
concerned with the improvement of existing filters, consumer products and the
creation of new and individualized filters, containers and consumer products, in
order to broaden the uses of these items, counteract obsolescence and evaluate
other products available in the marketplace.
During fiscal 1993, a new 25,000 square foot technical center in Kearney,
Nebraska designed to enhance the Company's technology in the heavy duty filter
industry became operational. During the fourth quarter of 1995, the Company
added the Gas Turbine Systems Business Unit for the development of inlet air
filtration systems. In 1996, a new technical center was completed in Louisville,
Kentucky to develop new and redesigned environmental and industrial filtration
products.
In fiscal 1996, the Company employed 46 professional employees on a
full-time basis on research activities relating to the development of new
products or the improvement or redesign of its existing products. During this
period the Company spent approximately $3,335,000 on such activities as compared
with $3,013,000 for 1995 and $3,354,000 for 1994.
ENVIRONMENTAL FACTORS
The Company is not aware of any facts which would cause it to believe that
it is in material violation of existing applicable standards respecting
emissions to the atmosphere, discharges to waters, or treatment, storage and
disposal of solid or hazardous wastes. There are no pending material claims or
actions against the Company alleging violations of such standards.
The Company does anticipate, however, that it may be required to install
additional pollution control equipment to augment existing equipment in the
future in order to meet applicable environmental standards. The Company is
presently unable to predict the timing or the cost of such equipment and cannot
give any assurance that the cost of such equipment may not have an adverse
effect on earnings. However, the Company is not aware, at this time, of any
current or pending requirement to install such equipment at any of its
facilities.
EMPLOYEES
As of November 30, 1996, the Company had approximately 2,562 employees.
(d) Financial Information About Foreign and Domestic Operations and Export
Sales
Financial information relating to export sales and the Company's operations
in the United States and other countries is set forth on Page 35 of the Annual
Report and is incorporated herein by reference and filed as Exhibit 13(a)(vi) to
this 1996 Form 10-K. The Company is not aware of any unusual risks attendant to
the conduct of its operations in other countries.
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ITEM 2. PROPERTIES.
(i) Location
The corporate office building located in Rockford, Illinois, houses the
Corporate offices and the Filtration and Consumer Products headquarters offices
in 22,000 square feet of office space.
Filtration Products. The following is a description of the principal
properties owned and utilized by the Company in conducting its Filtration
Products business:
The Baldwin Filters' Kearney, Nebraska plant contains 410,000 square feet
of manufacturing and warehousing space, 25,000 square feet of research and
development space, and 40,000 square feet of office space. It is located on a
site of approximately 40 acres. In addition, Baldwin has a capital lease for a
100,000 square foot manufacturing facility on a site of 20 acres in Gothenburg,
Nebraska.
Airguard Industries has four manufacturing locations. It leases 167,000
square feet in New Albany, Indiana on a 8.5 acre tract of land, 84,000 square
feet in Corona, California and 44,500 square feet in Dallas, Texas. The Airguard
High Efficiency Filter plant, located in Jeffersontown, Kentucky on a 7.5 acre
tract of land, contains 100,000 square feet of manufacturing and office
facilities.
Airguard sales outlets with warehousing are located in Louisville,
Kentucky; Cincinnati, Ohio; Toledo, Ohio; Nashville, Tennessee; Atlanta,
Georgia; Columbus, Ohio; Birmingham, Alabama; Dallas, Texas; and Corona,
California. During 1995 Airguard added distribution centers in Wallingford,
Connecticut and New Albany, Indiana.
The Company also manufactures filters in Lancaster, Pennsylvania at its
Clark Filter plant. The building, constructed about 1968 on an 11.4 acre tract
of land, contains 168,000 square feet of manufacturing and office space and is
owned by the Company.
Hastings Filters' manufacturing and distribution facilities are located in
Yankton, South Dakota and Knoxville, Tennessee. The Yankton facility has
approximately 100,000 square feet of floor space on a 21 acre tract and the
Knoxville facility has approximately 168,000 square feet of floor space on a 22
acre tract. An addition of 70,000 square feet to the Yankton facility was
completed in 1996. Both facilities are owned by the Company.
The Company leases various facilities in other countries for the
manufacture and distribution of filtration products.
Consumer Products. The following is a description of the principal
properties owned by the Company in conducting its Consumer Products business:
The Company's J. L. Clark, Rockford, Illinois plant, located on 34 acres,
consists of one-story manufacturing buildings, the first of which was
constructed in 1910. Since then a number of major additions have been
constructed and an injection molding plant was constructed in 1972.
Approximately 429,000 square feet of floor area are devoted to manufacturing,
warehouse and office use. Of the 34 acres, approximately 12 are vacant. A 25,000
square foot addition to the injection molding facility was completed in January
1996.
A J. L. Clark plant is located in Lancaster, Pennsylvania on approximately
11 acres. It consists of a two-story office building containing approximately
7,500 square feet of floor space and a manufacturing plant and warehouse
containing 236,000 square feet of floor space, most of which is on one level.
These buildings were constructed between 1924 and 1964.
The J. L. Clark Tube Division's manufacturing plant is located in Downers
Grove, Illinois on a 5-acre tract of land. The one-story building contains
58,000 square feet of floor space.
The various properties owned by the Company are considered by it to be in
good repair and well maintained. All of the manufacturing facilities are
adequate for the current sales volume of the Company's products and can
accommodate expansion of production levels before significant plant additions
are required.
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(ii) Function
Filtration Products. Oil, air, fuel, hydraulic fluid and coolant filters
are produced at the Baldwin and Hastings facilities in Kearney, and Gothenburg,
Nebraska, Yankton, South Dakota and Knoxville, Tennessee. Much of the Baldwin
plant equipment has been built or modified by Baldwin. The various processes of
pleating paper, winding cotton and synthetic fibers, placing the filter element
in a metal or fiber container and painting the containers are mechanized, but
require manual assistance. The plants also maintain an inventory of special dies
and molds for filter manufacture.
Air filters for the industrial air and environmental markets are produced
in the Airguard facilities.
Oil, air and fuel filters, primarily for use in the railroad industry, are
produced at Clark Filter in Lancaster, Pennsylvania.
Consumer Products. The Company's metal and combination metal and plastic
packaging products are produced at J. L. Clark plants located in Rockford,
Illinois, and Lancaster, Pennsylvania. The Rockford and Lancaster plants are
completely integrated facilities which include creative and mechanical art
departments and photographic facilities for color separation, preparation of
multiple-design negatives and lithographing plates. Metal sheets are decorated
on high speed coating machines and lithographing presses connected with conveyor
ovens. Decorated sheets are then cut to working sizes on shearing equipment,
following which fabrication is completed by punch presses, can-forming and
can-closing equipment and other specialized machinery for supplementary
operations. Most tooling for fabricating equipment is designed and engineered by
the Company's engineering staffs, and much of it is produced in the Company's
tool rooms.
Plastic packaging capabilities include printing and molding of irregular
shaped plastic containers and customized plastic closures. J. L. Clark has the
capability to mold and offset lithograph a one-piece irregular shaped semi-rigid
plastic container with a living hinge cover. A growing area of specialty is
custom-designed plastic closures for products which have tamper-evidence as well
as convenience features. J. L. Clark's distinctive plastic closures include the
combiTop(R) and the SST Series(TM) products.
Collapsible metal tubes are produced at the J. L. Clark Tube Division plant
in Downers Grove, Illinois from aluminum slugs on fully-automated production
lines which consist of extrusion presses, trimming machines, annealing ovens,
coating machines, printing presses and capping machines. When necessary for
customer specifications, tubes can be internally waxed or lined in order to
achieve chemical compatibility with products to be packed.
Composite containers of both spiral and convolute construction, as well as
some specialty items, are produced at J. L. Clark divisions in Rockford,
Illinois and Lancaster, Pennsylvania.
ITEM 3. LEGAL PROCEEDINGS.
The Company is involved in legal actions arising in the normal course of
business. After taking into consideration legal counsel's evaluation of such
actions, management is of the opinion that their outcome will not have a
material adverse effect on the Company's consolidated results of operations or
financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
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ADDITIONAL ITEM: EXECUTIVE OFFICERS OF THE REGISTRANT
AGE AT YEAR ELECTED
NAME 11/30/96 TO OFFICE
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Lawrence E. Gloyd........................................... 64 1995
Chairman of the Board and Chief Executive Officer. Mr.
Gloyd was elected President and Chief Operating Officer in
1986, President and Chief Executive Officer in 1988,
Chairman, President and Chief Executive Officer in 1991, and
Chairman of the Board and Chief Executive Officer in 1995.
Norman E. Johnson........................................... 48 1995
President and Chief Operating Officer. Mr. Johnson has
been employed by the Company since 1990. He was elected
President-Baldwin Filters, Inc. in 1990, Vice
President-CLARCOR in 1992, Group Vice President-Filtration
Products Group in 1993, and President and Chief Operating
Officer in 1995.
Bruce A. Klein.............................................. 49 1995
Vice President-Finance and Chief Financial Officer. Mr.
Klein was employed by the Company and elected Vice
President-Finance and Chief Financial Officer on January 3,
1995.
David J. Anderson........................................... 58 1994
Vice President-International/Corporate Development. Mr.
Anderson has been employed by the Company since 1990. He was
elected Vice President Marketing & Business Development for
the CLARCOR Filtration Products subsidiary in 1991, Vice
President-Corporate Development in 1993 and Vice
President-International/Corporate Development in 1994.
David J. Lindsay............................................ 41 1995
Vice President-Administration and Chief Administrative
Officer. Mr. Lindsay has been employed by the Company in
various administrative positions since 1987. He was elected
Vice President-Group Services in 1991, Vice
President-Administration in 1994 and Vice President-
Administration and Chief Administrative Officer in 1995.
William F. Knese............................................ 48 1991
Vice President, Treasurer and Controller. Mr. Knese has
been employed by the Company since 1979. He was elected Vice
President, Treasurer and Controller in 1991.
Peter F. Nangle............................................. 35 1994
Vice President-Information Services. Mr. Nangle has been
employed by the Company since 1993. He was elected Vice
President-Information Services in 1994.
Marcia S. Blaylock.......................................... 40 1996
Vice President and Corporate Secretary. Ms. Blaylock has
been an employee of the Company since 1974. She was elected
Assistant Secretary in 1994, Corporate Secretary in 1995 and
Vice President and Corporate Secretary in 1996.
Each executive officer of the Company is elected for a term of one year
which begins at the Board of Directors Meeting at which he or she is elected,
held following the Annual Meeting of Shareholders, and ends on the date of the
next Annual Meeting of Shareholders or upon the due election and qualification
of his or her successor.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER
MATTERS.
The Company's Common Stock is listed on the New York Stock Exchange; it is
traded under the symbol CLC. The following table sets forth the high and low
market prices as quoted during the relevant periods on the New York Stock
Exchange and dividends paid for each quarter of the last two fiscal years.
MARKET PRICE
----------------
QUARTER ENDED HIGH LOW DIVIDENDS
- ------------- ---- --- ---------
March 2, 1996............................................... $22 3/4 $19 $.1600
June 1, 1996................................................ 22 1/4 18 5/8 .1600
August 31, 1996............................................. 25 1/8 19 .1600
November 30, 1996........................................... 22 5/8 20 3/8 .1625
------
Total Dividends............................................. $.6425
======
MARKET PRICE
----------------
QUARTER ENDED HIGH LOW DIVIDENDS
- ------------- ---- --- ---------
March 4, 1995............................................... $21 1/4 $18 1/8 $.1575
June 3, 1995................................................ 21 5/8 19 .1575
September 2, 1995........................................... 23 3/4 21 1/2 .1575
December 2, 1995............................................ 27 21 3/8 .1600
------
Total Dividends............................................. $.6325
======
The approximate number of holders of record of Common Stock of the Company
as at February 1, 1997 is 1,800. In addition, the Company believes that there
are approximately 6,000 beneficial owners whose shares are held in street names.
ITEM 6. SELECTED FINANCIAL DATA.
The information required hereunder is set forth on pages 38 and 39 of the
Annual Report under the caption "11-Year Financial Summary," is incorporated
herein by reference and is filed as Exhibit 13a(ix) to this 1996 Form 10-K.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.
The information required hereunder is set forth on pages 18 through 23 of
the Annual Report under the caption "Financial Review," is incorporated herein
by reference and is filed as Exhibit 13a(x) to this 1996 Form 10-K.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Consolidated Financial Statements, the Notes thereto and the report
thereon of Coopers & Lybrand L.L.P, independent accountants, required hereunder
with respect to the Company and its consolidated subsidiaries are set forth on
pages 24 through 36, inclusive, of the Annual Report, are incorporated herein by
reference and are filed as Exhibits 13(a)(ii) through 13(a)(vii) to this 1996
Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Certain information required hereunder is set forth on pages 1 and 2 of the
Company's Proxy Statement dated February 18, 1997 (the "Proxy Statement") for
the Annual Meeting of Shareholders to be held on March 25, 1997 under the
caption "Election of Directors -- Nominees for Election to the Board" and is
incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION.
The information required hereunder is set forth on pages 6 through 14
inclusive, of the Proxy Statement under the caption "Compensation of Executive
Officers and Other Information" and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information required hereunder is set forth on pages 4 and 5 of the
Proxy Statement under the caption "Beneficial Ownership of the Company's Common
Stock" and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K.
(a) Financial Statements
The following financial information is incorporated herein by reference to
the Company's Annual Report to Shareholders for the fiscal year ended November
30, 1996:
*Consolidated Balance Sheets at November 30, 1996 and 1995
*Consolidated Statements of Earnings for the years ended November 30, 1996,
1995 and 1994
*Consolidated Statements of Shareholders' Equity for the years ended
November 30, 1996, 1995 and 1994
*Consolidated Statements of Cash Flows for the years ended November 30,
1996, 1995 and 1994
*Notes to Consolidated Financial Statements
*Report of Independent Accountants
*Management's Report on Responsibility for Financial Reporting
- ------------------------------
*Filed herewith as part of Exhibit 13(a) to this 1996 Form 10-K
The following items are set forth herein on the pages indicated:
Report of Independent Accountants.......................................... F-1
Financial Statement Schedules:
II. Valuation and Qualifying Accounts................................. F-2
Financial statements and schedules other than those listed above are
omitted for the reason that they are not applicable, are not required, or the
information is included in the financial statements or the footnotes therein.
(b) The Company filed a Current Report on Form 8-K dated September 25, 1996
to report its signing of a definitive agreement to acquire United Air
Specialists, Inc. On January 6, 1997 the Company filed a Current Report on Form
8-K to report its fourth quarter and fiscal year-end 1996 results.
11
12
(c) Exhibits
2.1 Agreement and Plan of Merger dated as of September 23, 1996,
among CLARCOR Inc., CUAC Inc. and United Air Specialists,
Inc. Incorporated by reference to Exhibit 2.1 to the
Company's registration statement on Form S-4 (registration
no. 333-19735) filed on January 14, 1997 (the "Registration
Statement").
3.1 The registrant's Restated Certificate of Incorporation.
Incorporated by reference to Exhibit 3.1 to the Company's
Annual Report on Form 10-K for the fiscal year ended
November 30, 1983.
3.1(a) Amendment to ARTICLE NINTH of Restated Certificate of
Incorporation. Incorporated by reference to Exhibit 3.1(a)
to the Company's Annual Report on Form 10-K for the fiscal
year ended November 30, 1988 (the "1988 10-K").
3.1(b) Amendment changing name of Registrant to CLARCOR Inc.
Incorporated by reference to Exhibit 3.1(b) to the 1988
10-K.
3.1(c) Amendment to ARTICLE FOURTH of the Restated Certificate of
Incorporation. Incorporated by reference to Exhibit 3.1(c)
to the Company's Annual Report on Form 10-K for the fiscal
year ended November 30, 1990.
3.2 The registrant's By-laws, as amended. Incorporated by
reference to Exhibit 3.2 to the Company's Annual Report on
Form 10-K for the fiscal year ended November 30, 1995.
3.3 Certificate of Designation of Series B Junior Participating
Preferred Stock of CLARCOR as filed with the Secretary of
State of the State of Delaware on April 2, 1996.
Incorporated by reference to Exhibit 4.5 to the Registration
Statement.
4.1 Stockholder Rights Agreement dated as of March 28, 1996
between the registrant and the First Chicago Trust Company
of New York. Incorporated by reference to Exhibit 4 to the
Company's Current Report on Form 8-K filed April 3, 1996.
4.2 The instruments defining the rights of holders of long-term
debt securities of CLARCOR and its subsidiaries are omitted
pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K.
CLARCOR hereby agrees to furnish copies of these instruments
to the SEC upon request.
10.1* The registrant's Deferred Compensation Plan for Directors.
10.2* The registrant's Supplemental Retirement Plan.
10.2(a) The registrant's 1994 Executive Retirement Plan.
Incorporated by reference to Exhibit 10.2(a) to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 3, 1994 ("1994 10-K").
10.2(b) The registrant's 1994 Supplemental Pension Plan.
Incorporated by reference to Exhibit 10.2(b) to the 1994
10-K.
10.2(c) The registrant's Supplemental Retirement Plan (as amended
and restated effective December 1, 1994). Incorporated by
reference to Exhibit 10.2(c) to the 1994 10-K.
10.3 The registrant's 1984 Stock Option Plan. Incorporated by
reference to Exhibit A to the Company's Proxy Statement
dated March 2, 1984 for the Annual Meeting of Shareholders
held on March 31, 1984.
10.4 Employment Agreements with certain officers. Incorporated by
reference to Exhibit 5 to the Company's Current Report on
Form 8-K filed July 25, 1989.
10.4(a) Form of Employment Agreement with each of David J. Anderson,
Marcia S. Blaylock, Bruce A. Klein and Peter F. Nangle.
12
13
10.5 The registrant's 1994 Incentive Plan. Incorporated by
reference to Exhibit A to the Company's Proxy Statement
dated February 24, 1994 for the Annual Meeting of Share-
holders held on March 31, 1994.
11 Computation of Per Share Earnings.
13 (a) The following items incorporated by reference herein from
the Company's 1996 Annual Report to Shareholders ("1996
Annual Report"), are filed as Exhibits to this Annual Report
Form 10-K:
(i) Business segment information for the fiscal years 1994
through 1996 set forth on page 35 of the 1996 Annual
Report (included in Exhibit 13(a)(vi) -- Note P of
Notes to Consolidated Financial Statements);
(ii) Consolidated Balance Sheets of the Company and its
Subsidiaries at November 30, 1996 and 1995 set forth on
page 24 of the 1996 Annual Report;
(iii) Consolidated Statements of Earnings of the Company and
its Subsidiaries for the years ended November 30, 1996,
1995 and 1994 set forth on page 25 of the 1996 Annual
Report;
(iv) Consolidated Statements of Shareholders' Equity for the
Company and its Subsidiaries for the years ended
November 30, 1996, 1995 and 1994 set forth on page 26
of the 1996 Annual Report;
(v) Consolidated Statements of Cash Flows of the Company
and its Subsidiaries for the years ended November 30,
1996, 1995 and 1994 set forth on page 27 of the 1996
Annual Report;
(vi) Notes to Consolidated Financial Statements set forth on
pages 28 through 35 of the 1996 Annual Report;
(vii) Report of Independent Accountants set forth on page 36
of the 1996 Annual Report;
(viii) Management's Report on Responsibility for Financial
Reporting set forth on page 37 of the 1996 Annual
Report;
(ix) Information under the caption "11-Year Financial
Summary" set forth on pages 38 and 39 of the 1996
Annual Report; and
(x) Management's Discussion and Analysis of Financial
Condition and Results of Operation set forth under the
caption "Financial Review" on pages 18 through 23 of
the 1996 Annual Report.
21 Subsidiaries of the Registrant.
23 Consent of Independent Accountants.
27 Financial Data Schedule.
- ------------------------------
* Incorporated by reference to the Company's Annual Report on Form 10-K for the
fiscal year ended November 30, 1984, in which each Exhibit had the same number
as herein.
13
14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: February 19, 1997 CLARCOR Inc.
(Registrant)
By: /s/ LAWRENCE E. GLOYD
--------------------------------------
Lawrence E. Gloyd
Chairman of the Board
& Chief Executive 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.
Date: February 19, 1997 By: /s/ LAWRENCE E. GLOYD
------------------------------------------------
Lawrence E. Gloyd
Chairman of the Board &
Chief Executive Officer and Director
Date: February 19, 1997 By: /s/ BRUCE A. KLEIN
------------------------------------------------
Bruce A. Klein
Vice President -- Finance &
Chief Financial Officer
Date: February 19, 1997 By /s/ WILLIAM F. KNESE
------------------------------------------------
William F. Knese
Vice President, Treasurer, Controller & Chief
Accounting Officer
Date: February 19, 1997 By /s/ J. MARC ADAM
------------------------------------------------
J. Marc Adam
Director
Date: February 19, 1997 By /s/ MILTON R. BROWN
------------------------------------------------
Milton R. Brown
Director
Date: February 19, 1997 By /s/ CARL J. DARGENE
------------------------------------------------
Carl J. Dargene
Director
Date: February 19, 1997 By /s/ DUDLEY J. GODFREY, JR.
------------------------------------------------
Dudley J. Godfrey, Jr.
Director
14
15
Date: February 19, 1997 By /s/ NORMAN E. JOHNSON
------------------------------------------------
Norman E. Johnson
Director
Date: February 19, 1997 By /s/ STANTON K. SMITH, JR.
------------------------------------------------
Stanton K. Smith, Jr.
Director
Date: February 19, 1997 By /s/ DON A. WOLF
------------------------------------------------
Don A. Wolf
Director
15
16
REPORT OF INDEPENDENT ACCOUNTANTS
The Board of Directors and Shareholders
CLARCOR Inc.
Rockford, Illinois
Our report on the consolidated financial statements of CLARCOR Inc. and
Subsidiaries has been incorporated by reference in this Form 10-K from page 36
of the 1996 Annual Report to Shareholders of CLARCOR Inc. In connection with our
audits of such financial statements, we have also audited the related financial
statement schedule listed on page 11 (index of exhibits) of this Form 10-K.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
January 3, 1997
F-1
17
CLARCOR INC.
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED NOVEMBER 30, 1996, 1995 AND 1994
(DOLLARS IN THOUSANDS)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- ------------------------------------- ---------- ----------------------- ---------- ----------
ADDITIONS
-----------------------
(1) (2)
BALANCE AT CHARGED TO CHARGED TO BALANCE AT
BEGINNING COSTS AND OTHER END OF
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
- ------------------------------------- ---------- ---------- ---------- ---------- ----------
1996:
Allowance for losses on accounts
receivable......................... $1,557 $629 $ -- $402(A) $1,784
====== ==== ==== ==== ======
1995:
Allowance for losses on accounts
receivable......................... $1,580 $386 $ -- $409(A) $1,557
====== ==== ==== ==== ======
1994:
Allowance for losses on accounts
receivable......................... $1,544 $474 $288(B) $726(A) $1,580
====== ==== ==== ==== ======
NOTES:
(A) Bad debts written off during year, net of recoveries.
(B) Due to acquisition addition in 1993 adjusted due to SFAS 109 adoption in
1994.
F-2