1
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(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, 1993
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 1-5325
HUFFY CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 31-0326270
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7701 Byers Road, Miamisburg, Ohio 45342
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (513) 866-6251
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
Common Stock, $1.00 Par Value New York Stock Exchange
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 preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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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 the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the Common Stock held by non-affiliates of the
registrant, as of February 28, 1994, was $268,604,375.
The number of shares outstanding of each of the registrant's classes of Common
Stock, as of February 28, 1994, was 14,676,036.
"Index of Exhibits" at page 19 of this Report
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DOCUMENTS INCORPORATED BY REFERENCE
1. The Huffy Corporation Annual Report to Shareholders for the year ended
December 31, 1993. Only such portions of the Annual Report as are
specifically incorporated by reference under Parts I, II and IV of this
Report shall be deemed filed as part of this Report.
2. The Huffy Corporation Proxy Statement for its Annual Meeting of
Shareholders on April 15, 1994, definitive copies of which have been
filed with the Commission. Only such portions of the Proxy Statement as
are specifically incorporated by reference under Part III of this Report
shall be deemed filed as part of this Report.
__________________________
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PART I
ITEM 1. BUSINESS
Huffy Corporation, an Ohio corporation, and its subsidiaries (collectively
called "Huffy" or the "Company") are engaged in the design, manufacture and
sale of Recreation and Leisure Time Products, Juvenile Products, and the
furnishing of Services for Retail. The Company's executive offices are located
in Miamisburg, Ohio and its principal business offices and/or manufacturing
facilities are located in San Diego, California; Aurora, Ontario, Canada;
Thornton, Colorado; Miamisburg and Celina, Ohio; Camp Hill and Harrisburg,
Pennsylvania; Anderson, South Carolina; Waukesha and Suring, Wisconsin; and
Whites Cross, Cork, Ireland.
The general development of business within each business segment (Recreation
and Leisure Time Products, Juvenile Products and Services for Retail) is
discussed in more detail below. See also Part IV herein for financial
information relating to each such business segment.
RECREATION AND LEISURE TIME PRODUCTS
Huffy Bicycle Company, Huffy Sports Company, and True Temper Hardware
Company comprise the Recreation and Leisure Time Products segment of
the Company. Bicycles are one of the principal products produced
within the business segment. Bicycles sold to high volume retailers
represented 44.2 percent, 44.6 percent, and 47.5 percent of
consolidated revenues of the Company for the years ended December 31,
1993, 1992, and 1991, respectively. Sales to high volume retailers of
lawn and garden tools and cutting tools, which are also principal
products within the business segment, represented 13.6 percent, 15.6
percent and 10.5 percent of consolidated revenues of the Company for
the years ended December 31, 1993, 1992, and 1991, respectively.
Although to date the export business is not significant, the companies
in the Recreation and Leisure Time Products segment participate in
various foreign markets and are actively involved in expanding export
volume.
a. PRODUCTS, MARKETING AND DISTRIBUTION
Huffy Bicycle Company: The Huffy registered trademark bicycle
brand is the largest selling brand of bicycles sold in the United
States. The full line of Huffy registered trademark bicycles is
produced by Huffy Bicycle Company, a division of the Company,
whose manufacturing facilities are located in Celina, Ohio.
Included in the Huffy registered trademark bicycle line are adult
all purpose bicycles; adult all terrain bicycles; a series of
innovative boys' and girls' 20" bicycles; and a series of popular
children's 16" sidewalk bicycles. Huffy registered trademark
bicycles are extensively advertised and are sold predominantly
through national and regional high volume retailers, a
distribution network accounting for approximately 75 to 80
percent of all bicycles sold in the United States. Over 90
percent of Huffy Bicycle Company's bicycles are sold under the
Huffy registered trademark brand name with the balance being sold
under private label brands.
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Huffy Sports Company: Huffy Sports Company, a division of the
Company, located in Waukesha, Wisconsin, is the leading supplier
of basketball backboards, goals, and related products for use at
home. Huffy Sports Company products, which bear the logo of the
National Basketball Association ("NBA"), as well as the Huffy
Sports registered trademark trademark, are sold predominantly
through national and regional high volume retailers in the
United States.
True Temper Hardware Company: True Temper Hardware Company, a
wholly-owned subsidiary of the Company, is headquartered in Camp
Hill, Pennsylvania. The Company acquired the True Temper
Hardware business from certain affiliates of Black & Decker,
Inc. in 1990. True Temper Hardware Company is one of three
leading suppliers of non-powered lawn and garden tools, snow
tools and cutting tools; products include long-handled shovels,
hoes, forks, wheelbarrows, spreaders, snow shovels, rakes,
hitched accessories, pruners, and grass shears for use in the
home and in agricultural, industrial and commercial businesses.
Manufacturing facilities are located in Camp Hill and
Harrisburg, Pennsylvania, and Anderson, South Carolina. True
Temper Hardware Company also owns five sawmill facilities
located in Indiana, New York, Ohio, Pennsylvania, and Vermont
and staffs a sales office and distribution center for Canada
located in Aurora, Ontario, Canada. In addition, True Temper
Limited, an Irish Corporation and a wholly-owned subsidiary of
the Company, has offices and a manufacturing facility in Whites
Cross, Cork, Ireland. True Temper Hardware products are
extensively advertised and are sold both directly, and through
wholesale distributors, to national and regional high volume
retailers and hardware stores. Over 82 percent of True Temper
Hardware's products are sold under the True Temper registered
trademark name; the remainder are sold under the Jackson
registered trademark, Cyclone registered trademark or other
names, or under private labels. In the quarter ended December
31, 1993, the Company recorded a $28,755,000 ($20,329,000 after
tax) charge to restructure the True Temper Hardware Company lawn
and garden tool business to address inefficiencies in the
manufacturing process and to improve future profitability of
True Temper Hardware Company. Information regarding the
Company's restructure of True Temper Hardware Company is
incorporated herein by reference to pages 28 and 29 and note 2
to the consolidated financial statements on page 41 of the
Company's Annual Report to Shareholders for the year ended
December 31, 1993.
b. SUPPLIERS
Basic materials such as raw steel, steel tubing, plastic, ash
timber, and welding materials used in the manufacturing
operations are purchased primarily from domestic sources.
Alternate sources are available for all critical products and
components, but the sudden loss of any major supplier could, on
a temporary basis, cause a negative effect on the segment's
operations.
c. PATENTS, TRADEMARKS AND LICENSES
The patents, trademarks (including the registered trademarks
"Huffy", "Huffy Sports", "True Temper" and "Jackson"), licenses
(including the license to use the NBA logo) and other
proprietary rights of the companies in this segment are deemed
important to the Company. The loss by the Company of its rights
under any individual patent, trademark (other than "Huffy" or
"True Temper"), license or other proprietary right used by this
segment
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would not have a material adverse effect on the Company or the
segment. The loss of either the registered trademark "Huffy" or
"True Temper" could have a material adverse effect on the
Company and this segment. The Company has no reason to believe
that anyone has rights to either the trademark "Huffy" or the
trademark "True Temper" for the products in connection with
which such trademarks are used.
d. SEASONALITY AND INVENTORY
Due to the relatively short lapse of time between placement of
orders for products and shipments, the Company normally does not
consider its backlog of orders as significant to this business
segment. Because of rapid delivery requirements of their
customers, the companies in this segment maintain significant
quantities of inventories of finished goods to meet their
customers' requirements. Sales of bicycles are seasonal in that
sales tend to be higher in the spring and fall of each year.
Basketball products tend to have varying degrees of seasonality,
none of which are significant to the operations of the Company.
Sales of lawn and garden products, cutting tools and snow tools
tend to be higher in the spring and winter of each year,
respectively.
e. COMPETITION AND CUSTOMERS
In the high volume retailer bicycle business, Huffy Bicycle
Company has numerous competitors in the United States market,
only two of which are deemed significant. Although importers in
the aggregate provide significant competition, no individual
importer is deemed a significant competitor. Even though
competition among domestic manufacturers and importers of
bicycles is intense, Huffy Bicycle Company believes it is cost
competitive in the high volume retailer bicycle market and
maintains its position through continued efforts to improve
manufacturing efficiency and product value. Huffy Bicycle
Company's ability to provide its customers with low cost,
innovative new products has enabled it to maintain its market
position despite the targeted marketing efforts of competitors
from Taiwan, China, and other nations. On December 10, 1993, the
Board of Directors of the Company approved plans for Huffy
Bicycle Company to establish an additional bicycle manufacturing
facility in order to increase manufacturing flexibility and
capacity and market share. The selection of a proposed
Farmington, Missouri site as the location for the additional
manufacturing facility is in the final stages, and acquisition
and financing alternatives are currently being examined. Huffy
Sports Company has several competitors, but only one is deemed
significant. Huffy Sports Company maintains its competitive
position by offering its customers high quality, innovative
products at competitive prices and by supporting its products
with outstanding customer service. True Temper Hardware Company
has numerous competitors in the United States and Canada, but
considers only two competitors significant. True Temper Hardware
Company believes it remains competitive by offering its customers
in the home use, agricultural, industrial, and commercial markets
competitively priced, high quality, innovative products. The
loss by the Recreation and Leisure Time Products segment of
either of its two largest customers could result in a
short-term, material adverse effect on the segment.
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JUVENILE PRODUCTS
The Juvenile Products segment is comprised of Gerry Baby Products
Company, Snugli-Canada, Ltd., and Gerry Wood Products Company
(collectively, the "Gerry Companies"). Although to date the export
business is not significant, the Gerry Companies participate in
various foreign markets and are actively involved in expanding export
volume.
a. PRODUCTS, MARKETING AND DISTRIBUTION
Juvenile Products include products sold under two prominent
brand names: "Gerry" and "Snugli". Gerry registered trademark
baby products include a wide range of market entries, including
car seats, infant carriers, frame carriers, safety gates, toilet
trainers, electronic baby monitors, and a broad line of various
wood juvenile products including portable cribs, changing tables
and safety gates sold under the "Nu-Line" brand name prior to
1992 and under the Gerry registered trademark brand name since
1992. Snugli registered trademark baby products include infant
carriers and other accessories.
All of the juvenile products have wide distribution; the
products are marketed through all of the retail channels that
sell juvenile products: mass merchants, toy chains, warehouse
clubs, catalog showrooms, national and regional retailers, and
specialty shops. Juvenile Products represented 16.4 percent,
16.4 percent, and 15.9 percent of consolidated revenues of the
Company for the years ended December 31, 1993, 1992, and 1991,
respectively.
The Juvenile Products segment has been developed through
selective acquisitions and internal growth and expansion. It is
comprised of three direct or indirect subsidiaries of the
Company: Gerry Baby Products Company ("GBPC"); Snugli-Canada,
Ltd.; and Gerry Wood Products Company. GBPC's headquarters and
principal manufacturing facilities are located in Thornton,
Colorado. Snugli-Canada, Ltd. is located in Vancouver, British
Columbia, Canada, and enables GBPC to extend its operations into
Canada. Gerry Wood Products Company is a manufacturer of
juvenile wooden products and is located in Suring, Wisconsin.
In 1987, GBPC entered into a joint venture known as
Takata-Gerico Corporation ("TGC"), with Takata Corporation of
Japan, to manufacture children's car seats in the United States
for distribution by GBPC. The joint venture was subsequently
terminated by the parties' mutual agreement in 1992, and in
connection with such termination GBPC purchased certain assets
of TGC.
b. SUPPLIERS
Basic materials such as steel and aluminum tubing, plastic,
wood, fabric, and resins used in domestic manufacturing
operations are purchased primarily from domestic sources. All
electronic products and some sewn products are imported.
Alternate sources are available for all critical products and
components, but the sudden loss of any major supplier could, on
a temporary basis, cause a negative effect on the segment's
operations.
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c. PATENTS, TRADEMARKS AND LICENSES
The patents, trademarks (including the registered trademarks
"Gerry" and "Snugli") and other proprietary rights of the Gerry
Companies in this segment are deemed important to the Company.
However, the loss of any rights under any individual patent,
trademark (other than "Gerry" or "Snugli"), or other proprietary
right used by this segment would not have a material adverse
effect on the Company or this segment. The loss of the
registered trademark "Gerry" or "Snugli" could have a material
adverse effect on the Company and this segment, but the Company
has no reason to believe anyone has rights to either the "Gerry"
or "Snugli" trademark for the products in connection with which
either is used.
d. SEASONALITY AND INVENTORY
The Gerry Companies do not consider their backlog of orders
significant to this business segment, due to the relatively
short lapse of time between placement of orders for products and
shipments. Because of the rapid delivery requirements of their
customers, the Gerry Companies maintain significant quantities
of inventories of finished goods to meet their customers'
requirements. Most products within this business segment are
not seasonal.
e. COMPETITION AND CUSTOMERS
There are numerous juvenile products competitors in the U.S.
market, four of which are deemed significant. The Gerry
Companies believe they are competitive because of their
continued efforts to provide innovative new products of high
quality at competitive costs and to support their products with
outstanding customer service. The loss by the Gerry Companies
of their largest customer could have a short-term, material
adverse effect on the segment.
SERVICES FOR RETAIL
Huffy Service First, Inc. ("HSF") and Washington Inventory Service
("WIS") each provide certain services to retailers. Inventory,
assembly, repair and merchandise services provided by WIS and HSF to
their customers represented 15.8 percent, 15.6 percent, and 15.5
percent of consolidated revenues of the Company for the years ended
December 31, 1993, 1992, and 1991, respectively.
a. PRODUCTS, MARKETING AND DISTRIBUTION
Huffy Service First: HSF, a wholly-owned subsidiary of the
Company, headquartered in Miamisburg, Ohio, serves the needs of
major retailers in 50 states, Puerto Rico and the Virgin Islands
by providing in-store assembly, repair, and display services for
a variety of products, including among other things, bicycles,
gas grills, physical fitness equipment, lawn mowers, and
furniture. HSF is the only assembly service business of this
kind available to high volume retailers on a nationwide basis.
HSF also offers merchandising services (installation and
periodic maintenance of displays and merchandise replenishment)
to vendors who supply high volume retailers.
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Washington Inventory Service: WIS, a wholly-owned subsidiary of
the Company, headquartered in San Diego, California, provides
physical inventory services on a nationwide basis to meet the
financial reporting and inventory control requirements of mass
retailers, drugstores, home centers, sporting goods stores,
specialty stores and grocery stores. WIS operates from more
than 140 offices nationwide.
b. SEASONALITY
The demand for services provided by this business segment is
seasonal in that assembly service demand is generally strongest
in spring and at the winter holiday season, and inventory
service demand is generally strongest in the first and third
calendar quarters of the year.
c. COMPETITION AND CUSTOMERS
Although WIS has numerous competitors in the United States
market, only one is significant. HSF has numerous competitors
in the United States market, none of which is deemed
significant. WIS and HSF believe they remain competitive due to
their nationwide network of operations, competitive pricing and
full service. The loss by either WIS or HSF of its largest
customer could result in a short-term, material adverse effect
on the segment.
Sales to Kmart Corporation and Wal-Mart Corporation aggregated over ten percent
or more of the Company's consolidated revenues from each such customer for the
year ended December 31, 1993, and the loss of either customer could have a
short-term, material adverse effect on the Company and its subsidiaries as a
whole.
The number of persons employed full-time by the Company (excluding seasonal
employees in the Services for Retail Segment) as of December 31, 1993, was
5,854.
ITEM 2. PROPERTIES: Location and general character of the principal
plants and other materially important physical properties of the
Company as of January 15, 1994.
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Owned or
Expiration
Building Area Date
Location Description (Sq. Ft.) of Lease
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San Diego, California Offices (Services for Retail) 24,000 Owned
Aurora, Ontario, Offices and warehouse 31,500 1996(1)
Canada facility (Recreation and
Leisure Time Products)
Thornton, Colorado Offices, manufacturing and 386,000 2001(2)
warehouse facility
(Juvenile Products)
Miamisburg, Ohio Offices and display 47,000 2003(3)
facilities (Corporate,
Recreation and Leisure
Time Products)
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Owned or
Expiration
Building Area Date
Location Description (Sq. Ft.) of Lease
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Miamisburg, Ohio Offices and warehouse 34,500 1996(1)
facility (Services for
Retail)
Celina, Ohio Offices, manufacturing and 822,000 1994(4)
warehouse facility
(Recreation and
Leisure Time Products)
Camp Hill, Offices, manufacturing and 391,690 2007(5)
Pennsylvania distribution facility
(Recreation and Leisure
Time Products)
Harrisburg, Offices and manufacturing 254,329 Owned
Pennsylvania facility (Recreation and
Leisure Time Products)
Anderson, South Offices and manufacturing 180,000 Owned(6)
Carolina facility (Recreation and
Leisure Time Products)
Waukesha, Wisconsin Offices and manufacturing 123,500 1996(1)
facility (Recreation and
Leisure Time Products)
Suring, Wisconsin Offices and manufacturing 140,000 Owned
facility (Juvenile
Products)
Whites Cross, Cork, Offices and manufacturing 70,000 Owned
Ireland facility (Recreation and
Leisure Time Products)
<FN>
(1)Subject to two consecutive options to renew for additional terms of five years
each.
(2)Subject to an option to purchase at the expiration of the lease.
(3)Subject to an option to purchase during the term of or at the expiration of the
lease, and if the option is not exercised at the expiration of the lease, the
Company automatically receives an extension on the term for up to 12 months
or until the property is sold, whichever time period is shorter.
(4)Pursuant to the terms of the lease, the Company has exercised an option to
purchase the subject land and facility. Because the holders of title to the
property failed to deliver clear title, the matter is in litigation and the
purchase price has been tendered into the court. The Company has purchased a
73 acre tract of land immediately adjacent to the Celina facility.
(5)Subject to two consecutive options to renew for additional terms of five years
each and an option to purchase.
(6)The Company is restructuring its lawn and garden tools business, and as part
of such restructuring, intends to shut down the facility in Anderson,
South Carolina during calendar year 1994. Information regarding such restruc-
turing is incorporated herein by reference to pages 28 and 29 and note 2 to
the consolidated financial statements on page 41 of the Company's Annual Report
to Shareholders for the year ended December 31, 1993.
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There are no encumbrances on the Harrisburg, Pennsylvania; Anderson, South
Carolina; Suring, Wisconsin; and Whites Cross, Cork, Ireland properties which
are owned. The San Diego, California property is subject to a mortgage and to
a deed of trust which at December 31, 1993, totaled $939,322. All of the
Company's facilities are in good condition and are considered suitable for the
purposes for which they are used. The Camp Hill, Pennsylvania manufacturing
facility normally operates on a three full shift basis. The Celina, Ohio and
Suring, Wisconsin manufacturing facilities normally operate on a two full
shift basis, with third shift operations scheduled as needed to meet seasonal
production requirements. The Thornton, Colorado, Harrisburg, Pennsylvania, and
Waukesha, Wisconsin manufacturing facilities normally operate on a two full
shift basis. The Anderson, South Carolina manufacturing facility normally
operates on a one full shift basis, with additional shift operations scheduled
as needed to meet seasonal production requirements. The Whites Cross, Cork,
Ireland, manufacturing facility normally operates on a one full shift basis.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party, nor is its property subject, to any material
pending legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The market information and other related security holder matters pertaining to
the Common Stock of the Company are incorporated herein by reference to pages
54 and 55 and notes 4, 5 and 6 to the consolidated financial statements on
pages 42 through 45 of the Company's Annual Report to Shareholders for the year
ended December 31, 1993.
ITEM 6. SELECTED FINANCIAL DATA
Selected unaudited financial data for each of the last 10 calendar years are
incorporated herein by reference to pages 26 and 27 of the Company's Annual
Report to Shareholders for the year ended December 31, 1993.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Discussion and analysis of financial condition and results of operations are
incorporated herein by reference to pages 28 through 33, and note 4 to the
consolidated financial statements on pages 42 and 43 of the Company's Annual
Report to Shareholders for the year ended December 31, 1993.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial information included in the Company's Annual Report to
Shareholders for the year ended December 31, 1993, is set forth on pages 34
through 53 thereof and is incorporated herein by reference. See also the
information contained in Item 14 of Part IV of this Report.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS OF THE COMPANY
The name, age and background information for each of the Company's Directors is
incorporated herein by reference to the section entitled ELECTION OF DIRECTORS
and the table therein contained in the Company's Proxy Statement for its 1994
Annual Meeting of Shareholders.
EXECUTIVE OFFICERS OF THE COMPANY
The Executive Officers are elected annually to their respective positions,
effective at the April meeting of the Board of Directors. The Executive
Officers of the Company at February 15, 1994, were as follows:
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Name Age Position Officer Since
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Charlton L. George 36 Vice President - Finance, September 1991
Chief Financial Officer
Timothy G. Howard 47 Vice President - Controller September 1978
W. Anthony Huffman 51 Vice President - Corporate March 1982
Affairs
Nancy A. Michaud 47 Vice President - General February 1993
Counsel and Assistant Secretary
Richard L. Molen 53 President and Chief January 1979
Executive Officer
Gary E. Morin 44 Executive Vice President February 1993
George A. Plotner 42 Vice President - Human Resources March 1992
Pamela J. Whipps 40 Treasurer and Director of February 1994
Investor Relations
Robert R. Wieland 57 Vice President - Chief September 1976
Administrative Officer
and Secretary
Prior to being elected an Executive Officer in 1991, Mr. George was Vice
President and Treasurer of USAir Inc. and Treasurer of USAir Group Inc. from
September, 1989, to July, 1991; prior to that time he served as Director
Corporate Finance, Allied-Signal Inc. from 1985 to August, 1989. Prior to
being elected an Executive Officer in 1993, Ms. Michaud was Senior Counsel of
the Company from 1986 to February, 1993. Prior to being elected President and
Chief Executive Officer of the Company in 1993, Mr. Molen served as President
and Chief Operating Officer of the Company. Prior to being elected as an
Executive Officer in 1993, Mr. Morin was President and General Manager of Huffy
Bicycle Company from June, 1992, to February, 1993; prior to that time he
served as President and General Manager of Washington
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Inventory Service from March, 1991, to June, 1992; prior to that time he served
as Vice President - Finance, Chief Financial Officer and Treasurer of the
Company from 1989 to March, 1991. Prior to being elected an Executive Officer
in 1992, Mr. Plotner was Vice President - Quality and Human Resources of Huffy
Bicycle Company from 1989 to March, 1992, and prior thereto, Vice President -
Human Resources of such company. Prior to being elected an Executive Officer
in 1994, Ms. Whipps was Assistant Treasurer and Manager Investor Relations of
the Company from 1990 to February 1994; prior to that time she served as
Assistant Treasurer and Cash Manager, Robbins & Myers, Inc. Prior to being
elected Vice President - Chief Administrative Officer and Secretary of the
Company in 1993, Mr. Wieland served as Vice President - General Counsel and
Secretary of the Company.
ITEM 11. EXECUTIVE COMPENSATION
Information on executive compensation is incorporated by reference to the
sections entitled EXECUTIVE COMPENSATION and the tables therein, contained on
pages 17 through 20 in the Company's Proxy Statement for its 1994 Annual
Meeting of Shareholders. Notwithstanding anything to the contrary set forth
herein or in any of the Company's previous filings under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended, that
might incorporate future filings, including this Form 10-K, the REPORT OF
COMPENSATION COMMITTEE OF BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION which
begins on page 11 and ends on page 16 and the graph which is set forth on page
21 in the Company's Proxy Statement for its 1994 Annual Meeting of Shareholders
are not deemed to be incorporated by reference in this Form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The number of shares of Common Stock of the Company beneficially owned by each
Director and by all Directors and Officers as a group as of January 1, 1994, is
incorporated herein by reference to the section entitled SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, and the table therein, contained on
pages 8 through 11 in the Company's Proxy Statement for its 1994 Annual Meeting
of Shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information on certain transactions with management is incorporated herein by
reference to the section entitled CERTAIN RELATIONSHIPS AND OTHER RELATED
TRANSACTIONS contained on page 16 in the Company's Proxy Statement for its 1994
Annual Meeting of Shareholders.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K
(a) DOCUMENTS
(1) The following Consolidated Financial Statements of the Company
included in the Company's Annual Report to Shareholders are
incorporated by reference as part of this Report at Item 8
hereof:
Consolidated Balance Sheets as of December 31, 1993, and 1992.
Consolidated Statements of Operations for the years ended
December 31, 1993, 1992, and 1991.
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Consolidated Statements of Shareholders' Equity for the
years ended December 31, 1993, 1992, and 1991.
Consolidated Statements of Cash Flows for the years
ended December 31, 1993, 1992, and 1991.
Notes to Consolidated Financial Statements.
The Annual Report to Shareholders for the year ended
December 31, 1993, is not deemed to be filed as part of this
Report, with the exception of the items incorporated by
reference in Items 1, 5, 6, 7 and 8 of this Report and those
financial statements and notes thereto listed above.
(2) The Accountants' Report on Consolidated Financial Statements
and the following Financial Statement Schedules of the Company
are included as part of this Report at Item 8 hereof:
Schedule VIII. Valuation and Qualifying Accounts -years
ended December 31, 1993, 1992, and 1991.
Schedule X. Supplementary Income Statement Information -
years ended December 31, 1993, 1992, and 1991.
All other schedules for which provision is made in the
applicable accounting regulations of the Securities and
Exchange Commission are not required under the related
instructions or are inapplicable and, therefore, have been
omitted.
(3) The exhibits shown in "Index to Exhibits" are filed as a part
of this Report.
(b) REPORTS ON FORM 8-K
During the fiscal quarter ended December 31, 1993, the Company filed
no report on Form 8-K.
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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.
HUFFY CORPORATION
By /s/ Richard L. Molen Date: March 21, 1994
----------------------
Richard L. Molen
President and 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.
/s/ Richard L. Molen Date: March 21, 1994
----------------------
Richard L. Molen
President and Chief Executive Officer
and Director (Principal Executive Officer)
/s/ Charlton L. George Date: March 21, 1994
----------------------
Charlton L. George
Vice President-Finance, Chief
Financial Officer (Principal
Financial Officer)
/s/ Timothy G. Howard Date: March 21, 1994
----------------------
Timothy G. Howard
Vice President and Controller
(Principal Accounting Officer)
/s/ Thomas D. Gleason Date: February 12, 1994
----------------------
Thomas D. Gleason, Director
/s/ William K. Hall Date: February 12, 1994
----------------------
William K. Hall, Director
/s/ Stephen P. Huffman Date: February 12, 1994
----------------------
Stephen P. Huffman, Director
/s/ Linda B. Keene Date: February 12, 1994
----------------------
Linda B. Keene, Director
/s/ Jack D. Michaels Date: February 12, 1994
----------------------
Jack D. Michaels, Director
/s/ Donald K. Miller Date: February 12, 1994
----------------------
Donald K. Miller, Director
/s/ Stuart J. Northrop Date: February 12, 1994
----------------------
Stuart J. Northrop, Director
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/s/ Boake A. Sells Date: February 12, 1994
----------------------
Boake A. Sells, Director
/s/ Harry A. Shaw Date: February 12, 1994
----------------------
Harry A. Shaw III, Director
/s/ Geoffrey W. Smith Date: February 12, 1994
----------------------
Geoffrey W. Smith, Director
/s/ Robin B. Smith Date: February 12, 1994
----------------------
Robin B. Smith, Director
/s/ Fred G. Wall Date: February 12, 1994
----------------------
Fred G. Wall, Director
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16
INDEPENDENT AUDITORS' REPORT
ON FINANCIAL STATEMENT SCHEDULES
The Board of Directors,
Huffy Corporation:
Under date of February 11, 1994, we reported on the consolidated balance sheets
of Huffy Corporation and subsidiaries as of December 31, 1993, and 1992, and
the related consolidated statements of operations, shareholders' equity, and
cash flows for each of the years in the three-year period ended December 31,
1993, as contained in the 1993 Annual Report to Shareholders. These
consolidated financial statements and our report thereon are incorporated by
reference in the Annual Report on Form 10-K for the year 1993. In connection
with our audits of the aforementioned consolidated financial statements, we
also have audited the related financial statement schedules as listed in Part
IV, Item 14(a)(2) of Form 10-K. The financial statement schedules are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statement schedules based on our audits.
In our opinion, such financial statement schedules, when considered in relation
to the basic consolidated financial statements taken as a whole, present
fairly, in all material respects, the information set forth therein.
/s/ KPMG PEAT MARWICK
Cincinnati, Ohio
February 11, 1994
____________________________
INDEPENDENT AUDITORS' CONSENT
-----------------------------
The Board of Directors,
Huffy Corporation:
We consent to the incorporation by reference in the Registration Statements,
and the Prospectuses constituting part thereof, of (i) the Form S-8
Registration Statement (Nos. 2-46912, 2-51064, 2-55162, 2-60973) pertaining to
the 1974 Stock Option Plan; (ii) the Form S-8 Registration Statement (No.
2-95128) pertaining to the 1984 Stock Option Plan; (iii) the Form S-8
Registration Statement (No. 33-25487) pertaining to the 1988 Stock Option Plan
and Restricted Share Plan; (iv) the Form S-8 Registration Statement (No.
33-25143) pertaining to the 1987 Director Stock Option Plan; (v) the Form S-8
Registration Statement (Nos.33-28811, 33-42724) pertaining to the 1989 Employee
Stock Purchase Plan; (vi) the Form S-8 Registration Statement (No. 33-44571)
pertaining to five company savings plans and (vii) the Form S-8 Registration
Statement (No. 33-60900) pertaining to the W.I.S. Savings Plan of our report
dated February 11, 1994, relating to the consolidated balance sheets of Huffy
Corporation and subsidiaries as of December 31, 1993 and 1992 and the related
consolidated statements of operations, shareholders' equity, and cash flows for
each of the years in the three-year period ended December 31, 1993, which
report appears in the 1993 Annual Report to Shareholders, which is incorporated
by reference in the Company's 1993 Annual Report on Form 10-K and our report
dated February 11, 1994 relating to the financial statement schedules for each
of the years in the three-year period ended December 31, 1993, which report
appears in the Company's 1993 Annual Report on Form 10-K.
/s/ KPMG PEAT MARWICK
Cincinnati, Ohio
March 21, 1994
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HUFFY CORPORATION
Consolidated Financial Statement Schedule VIII
Valuation and Qualifying Accounts
(Dollar Amounts in Thousands)
Balance at Additions charged Balance
beginning to costs and Deductions at end
of period expenses (Note) of period
---------- ----------------- ---------- ---------
Reserves deducted from assets to which they apply:
Allowance for doubtful accounts:
Year ended December 31, 1993 $ 2,208 1,921 (1,747) 2,382
Year ended December 31, 1992 $ 4,941 1,034 (3,767) 2,208
Year ended December 31, 1991 $ 4,523 3,235 (2,817) 4,941
Inventory obsolescence
Year ended December 31, 1993 -0- 4,080 --- 4,080(1)
Reserves which support the balance sheet
caption, Reserves
Restructuring Reserve -0- 9,296 --- 9,296(2)
<FN>
Note: Represents accounts written off, less recoveries.
(1) Represents estimated obsolete inventory as a result of the decision to restructure the Company's lawn and garden
tools business.
(2) Represents estimated charges relating to the restructuring of the Company's lawn and garden tools business.
-17-
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HUFFY CORPORATION
Consolidated Financial Statement Schedule X
Supplementary Income Statement Information
(Dollar Amounts in Thousands)
Year Ended Year Ended Year Ended
December 31, 1993 December 31, 1992 December 31, 1991
----------------- ----------------- -----------------
Maintenance and repairs $10,494 $ 9,156 $ 8,938
====== ====== ======
Taxes, other than income taxes:
Payroll $17,844 $16,306 $14,572
Other 1,611 1,676 1,318
====== ====== ======
Total $19,455 $17,982 $15,890
====== ====== ======
Advertising costs $ 9,623 $10,721 $ 8,738
====== ====== ======
<FN>
Note: Amortization of intangible assets and royalties has been omitted since the amounts are less than one
percent of net sales as reported in the accompanying consolidated statements of operations.
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INDEX TO EXHIBITS
-----------------
Exhibit Form 10-K
No. Page No.
- ------- -------------------------------------------------------- ---------
3.a Amended Articles of Incorporation, dated February 16, *
1993, incorporated by reference to Exhibit 3(a) to
Form 10-K for the fiscal year ended December 31, 1992
3.b Code of Regulations, as amended, dated April 24, 1987, *
incorporated by reference to Exhibit (3)(a) to Form 10-K
for the fiscal year ended December 31, 1987
4.a Specimen Common Stock Certificate of Huffy Corporation, *
incorporated by reference to Exhibit (4)(a) to Form 10-K
for the fiscal year ended December 31, 1991
4.b Note Purchase Agreement, dated June 24, 1988, among Huffy *
Corporation, the Prudential Insurance Company of America
and Pruco Life Insurance Company, incorporated by reference
to Exhibit (4) to Form 10-Q for the fiscal quarter ended
June 30, 1988
4.c Amendment, dated as of December 20, 1993, to Note Purchase
Agreement, dated June 24, 1988, among Huffy Corporation,
The Prudential Insurance Company of America and Pruco
Life Insurance Company
4.d Rights Agreement, dated as of December 16, 1988, between *
Huffy Corporation and Bank One, Indianapolis, National
Association, incorporated by reference to Exhibit (4)(n)
to Form 10-K for the fiscal year ended December 31, 1988
4.e Amendment, dated as of August 23, 1991, to Rights Agreement, *
dated as of December 16, 1988, between Huffy Corporation
and Bank One, Indianapolis, National Association,
incorporated by reference to Form 8-K, dated August 23, 1991
4.f Note Agreement, dated as of December 1, 1990, among *
Huffy Corporation and Nationwide Life Insurance
Company, Employees Life Insurance Company of Wausaw
and Financial Horizons Life Insurance Company in
connection with the issuance and sale of $30,000,000
Huffy Corporation 9.62% Senior Notes, Series A, due
December 1, 2000, incorporated by reference to
Exhibit (4)(j) to Form 10-K for the fiscal year
ended December 31, 1990
4.g Credit Agreement, dated as of April 21, 1992, among *
Huffy Corporation, Bank One, Dayton, NA, NBD Bank, N.A.,
Security Pacific National Bank, and Society National
Bank, individually and as agent, in connection with
revolving loans up to an aggregate amount of $50,000,000
to Huffy Corporation, incorporated by reference to
Exhibit (4)(g) to Form 10-K for the fiscal year ended
December 31, 1992
10.a Lease, dated February 24, 1969, between The Knowlton *
Company and The Huffman Manufacturing Company, as
amended November 1, 1971, incorporated by reference
to Exhibit (10)(ss) to Form 10-K for the fiscal year
ended June 26, 1981
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10.b Lease, effective as of October 29, 1992, between SELCO *
Service Corporation and Gerry Baby Products Company,
incorporated by reference to Exhibit (10)(b) to Form 10-K
for the fiscal year ended December 31, 1992
10.c Lease, effective as of December 29, 1993, between
SELCO Service Corporation and Huffy Corporation
COMPENSATION PLANS AND ARRANGEMENTS
- -----------------------------------
10.d Employment Agreement, dated March 7, 1972, between *
The Huffman Manufacturing Company and Stuart J.
Northrop, incorporated by reference to Exhibit 13.12
to Form 10-K for the fiscal year ended June 30, 1972
10.e Deferred Compensation Unit Agreement, dated as of *
March 7, 1972, between The Huffman Manufacturing
Company and Stuart J. Northrop, incorporated by
reference to Exhibit 11.21 to Form 10-K for the
fiscal year ended June 30, 1972
10.f Special Deferred Compensation Agreements, as amended, *
between Huffy Corporation and certain of its officers
and key employees, in substantially the forms
incorporated by reference to Exhibit (ix) to Form 10-K
for the fiscal year ended June 24, 1977, to Exhibit (2)
to Form 10-Q for the fiscal quarter ended September 23,
1983, and to Exhibit (19)(c) to Form 10-Q for the
fiscal quarter ended September 30, 1986
10.g Deferred Compensation Agreements, as amended, between *
Huffy Corporation and certain of its officers and key
employees, in substantially the forms incorporated by
reference to Exhibit (vi) to Form 10-K for the fiscal
year ended June 29, 1979, and to Exhibit (3) to Form
10-Q for the fiscal quarter ended September 23, 1983
10.h Special Phantom Stock Award Agreement, dated as of *
March 28, 1980, between Huffy Corporation and Harry
A. Shaw III, incorporated by reference to Exhibit
(ix) to Form 10-K for the fiscal year ended June 27,
1980
10.i Amendment No. 1, dated January 12, 1981, to Special *
Phantom Stock Award Agreement between Huffy Corporation
and Harry A. Shaw III, incorporated by reference to
Exhibit (iii) to Form 10-Q for the fiscal quarter
ended March 27, 1981
10.j Amendment No. 2, dated August 3, 1981, to Special Phantom *
Stock Award Agreement between Huffy Corporation and Harry
A. Shaw III, incorporated by reference to Exhibit (10)(g)
to Form 10-K for the fiscal year ended June 26, 1981
10.k Amendment No. 3, dated December 17, 1982, between Huffy *
Corporation and Harry A. Shaw III, to Special Phantom Stock
Award Agreement, incorporated by reference to Exhibit 3
to Form 10-Q for the fiscal quarter ended December 24,
1982
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10.l Amendment No. 4, dated July 12, 1988, to Special Phantom *
Stock Award Agreement between Huffy Corporation and
Harry A. Shaw III, incorporated by reference to Exhibit
(10)(k) to Form 10-K for the fiscal year ended December 31,
1988
10.m Amendment No. 5, dated April 30, 1991, to Special Phantom *
Stock Award Agreement between Huffy Corporation and Harry
A. Shaw III, incorporated by reference to Exhibit (10)(l)
to Form 10-K for the fiscal year ended December 31, 1991
10.n Amendment No. 6, dated July 12, 1991, to Special Phantom *
Stock Award Agreement between Huffy Corporation and
Harry A. Shaw III, incorporated by reference to Exhibit
10(m) to Form 10-K for the fiscal year ended December 31,
1991
10.o Deferred Compensation Agreement For Director, as amended, *
between Huffy Corporation and certain of its directors,
in substantially the forms incorporated by reference to
Exhibit (x) to Form 10-K for the fiscal year ended
June 27, 1980, as amended, and to Exhibit (1) to
Form 10-Q for the fiscal quarter ended September 23,
1983
10.p Form of Amendment to Deferred Compensation Agreement For *
Director, as amended, dated as of April 30, 1991, between
Huffy Corporation and a director, incorporated by reference
to Exhibit (10)(o) to Form 10-K for the fiscal year ended
December 31, 1991
10.q Form of Deferred Compensation Agreement for Director, *
incorporated by reference to Exhibit (10)(p) to Form
10-K for the fiscal year ended December 31, 1991
10.r Severance Pay Agreements, between Huffy Corporation and *
certain of its officers, as amended, in substantially
the forms incorporated by reference to Exhibit (xi) to
Form 10-K for the fiscal year ended June 27, 1980, and
to Exhibit 10(a) to Form 10-K for the fiscal year ended
June 26, 1981
10.s Description of Executive Medical Reimbursement Plan *
between Huffy Corporation and certain executive
officers and key employees, incorporated by reference
to Exhibit (10)(n) to Form 10-K for the fiscal year
ended December 31, 1989
10.t Long Term Incentive Compensation Program, incorporated *
by reference to Exhibit (10)(s) to Form 10-K for the
fiscal year ended December 31, 1991
10.u Huffy Corporation 1984 Stock Option Plan, as amended, *
incorporated by reference to Exhibit A to the Company's
Proxy Statement, dated September 13, 1984, for the
Annual Meeting of Shareholders held October 19, 1984,
and to Exhibit B to the Company's Proxy Statement,
dated March 13, 1992, for the Annual Meeting of
Shareholders held April 24, 1992
10.v Huffy Corporation Capital Accumulation Plan Participation *
Agreement, between Huffy Corporation and certain of its
officers, in substantially the forms incorporated by
reference to Exhibit (19)(a) to Form 10-Q for the fiscal
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quarter ended September 30, 1985, and to Exhibit 19(a)
to Form 10-Q for the fiscal quarter ended June 30, 1986
10.w Huffy Corporation Capital Accumulation Program *
Participation Agreement, between Huffy Corporation and
certain of its directors, in substantially the forms
incorporated by reference to Exhibit (19)(b) to Form
10-Q for the fiscal quarter ended September 30, 1985,
and to Exhibit 19(b) to Form 10-Q for the fiscal quarter
ended June 30, 1986
10.x Severance Pay Agreements, dated June 30, 1986, between *
Huffy Corporation and certain of its officers, in
substantially the form incorporated by reference to
Exhibit (19)(a) to Form 10-Q for the fiscal quarter
ended June 30, 1986
10.y Huffy Corporation 1986 CEO Performance Unit and *
Performance Share Plan for Harry A. Shaw III,
effective August 28, 1986, incorporated by reference
to Exhibit (10)(x) to Form 10-K for the fiscal year
ended December 31, 1986
10.z First Amendment to Huffy Corporation 1986 CEO Performance *
Unit and Performance Share Plan for Harry A. Shaw III,
effective as of January 1, 1990, incorporated by reference
to Exhibit (10)(y) to Form 10-K for the fiscal year
ended December 31, 1991
10.aa Second Amendment to Huffy Corporation 1986 CEO Performance *
Unit and Performance Share Plan for Harry A. Shaw III,
effective as of April 30, 1991, incorporated by reference
to Exhibit (10)(z) to Form 10-K for the fiscal year ended
December 31, 1991
10.bb Huffy Corporation 1993 CEO Long-Term Performance Plan, *
effective as of January 1, 1993, between Huffy Corporation
and Richard L. Molen, incorporated by reference to
Exhibit (10) to Form 10-Q for the fiscal quarter ended
June 30, 1993
10.cc Description of supplemental group life insurance *
arrangement between Huffy Corporation and certain
officers and key employees, incorporated by reference
to Exhibit (10)(aa) to Form 10-K for the fiscal year
ended December 31, 1991
10.dd Description of financial planning and tax preparation
services between Huffy Corporation and certain
officers and key employees
10.ee Profit Sharing Bonus Plan of Huffy Corporation for 1993
10.ff 1987 Restricted Stock Unit Agreement, dated as of *
January 1, 1987, between Huffy Corporation and Richard
L. Molen, incorporated by reference to Exhibit (10)(dd)
to Form 10-K for the fiscal year ended December 31, 1991
10.gg Amendment No. 1 to 1987 Restricted Stock Unit Agreement *
dated July 12, 1988, between Huffy Corporation and
Richard L. Molen, incorporated by reference to Exhibit
(10)(cc) to Form 10-K for the fiscal year ended
December 31, 1988
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10.hh Amendment No. 2 to 1987 Restricted Stock Unit Agreement, *
dated as of April 30, 1991, between Huffy Corporation and
Richard L. Molen, incorporated by reference to Exhibit
(10)(ff) to Form 10-K for the fiscal year ended December
31, 1991
10.ii Amendment No. 3 to 1987 Restricted Stock Unit Agreement *
dated as of July 12, 1991, between Huffy Corporation and
Richard L. Molen, incorporated by reference to Exhibit
(10)(gg) to Form 10-K for the fiscal year ended December
31, 1991
10.jj Supplemental/Excess Benefit Plan, dated as of January 1, *
1988, incorporated by reference to Exhibit (10)(aa) to
Form 10-K for the fiscal year ended December 31, 1987
10.kk First Amendment to Huffy Corporation Supplemental/Excess *
Benefit Plan, effective as of January 1, 1988,
incorporated by reference to Exhibit (10)(ee) to Form
10-K for the fiscal year ended December 31, 1990
10.ll Huffy Corporation Master Benefit Trust Agreement, dated *
October 1, 1987, between Huffy Corporation and Bank One,
Dayton, National Association, incorporated by reference
to Exhibit (10)(bb) to Form 10-K for the fiscal year
ended December 31, 1987
10.mm Huffy Corporation Second Master Benefit Trust Agreement, *
dated as of January 1, 1988, between Huffy Corporation
and Bank One, Dayton, National Association, incorporated
by reference to Exhibit (10)(cc) to Form 10-K for the
fiscal year ended December 31, 1987
10.nn Form of First Amendment to Huffy Corporation Second *
Master Benefit Trust Agreement, effective as of
January 1, 1988, incorporated by reference to Exhibit
(10)(ii) to Form 10-K for the fiscal year ended
December 31, 1990
10.oo Huffy Corporation 1987 Director Stock Option Plan, *
incorporated by reference to Exhibit 19(a) to Form
10-Q for the fiscal quarter ended June 30, 1988
10.pp First Amendment to Huffy Corporation 1987 Director *
Stock Option Plan, effective as of April 30, 1991,
incorporated by reference to Exhibit (10)(nn) to
Form 10-K for the fiscal years ended December 31, 1991
10.qq Second Amendment to Huffy Corporation 1987 Director *
Stock Option Plan, effective as of December 15,
1991, incorporated by reference to Exhibit (10)(oo)
to Form 10-K for the fiscal year ended December 31,
1991
10.rr Huffy Corporation 1988 Stock Option Plan and Restricted *
Share Plan, incorporated by reference to Exhibit 19(b)
to Form 10-Q for the fiscal quarter ended June 30, 1988,
and to Exhibit A to the Company's Proxy Statement dated
March 13, 1992 for the Annual Meeting of Shareholders
held April 24, 1992
10.ss Huffy Corporation 1990 Directors' Retirement Plan *
incorporated by reference to Exhibit (10)(qq) to Form
10-K for the fiscal year ended December 31, 1991
-23-
24
10.tt Description of Huffy Corporation Executive Automobile *
Policy incorporated by reference to Exhibit (10)(rr)
to Form 10-K for the fiscal year ended December 31, 1991
10.uu Transition Agreement, as amended and restated, dated *
February 15, 1993, between Huffy Corporation and Harry
A. Shaw III, incorporated by reference to Exhibit 10(tt)
to Form 10-K for the fiscal year ended December 31, 1992
OTHER FILINGS
- -------------
13 Certain sections of the Annual Report to Shareholders for
fiscal year ended December 31, 1993
19 Schedule of certain documents substantially identical
to filed documents with parties thereto and other
material differing details
22 List of all direct and indirect Subsidiaries of the
registrant:
Jurisdiction in
Name of Subsidiary which Incorporated
------------------ ------------------
Gerry Baby Products Company Delaware
Huffy FSC, Inc. Virgin Islands
Huffy International Finance, N.V. Netherland Antilles
Huffy Service First, Inc. Ohio
Gerry Wood Products Company Wisconsin
Snugli-Canada, Ltd. British Columbia, Canada
The Huffman Manufacturing Company Ohio
True Temper Hardware Company Ohio
Washington Inventory Service California
<FN>
*Indicates that the exhibit is incorporated by reference into this Annual Report
on Form 10-K from a previous filing with the Commission.
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