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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
SECTIONS 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1994
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
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Commission file number 1-6016
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THE ALLEN GROUP INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 38-0290950
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
25101 Chagrin Boulevard, Beachwood, Ohio 44122
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (216) 765-5818
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
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Common Stock, $1 par value New York Stock Exchange
Pacific Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Pacific 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, 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 ]
As of March 3, 1995, there were 26,133,073 shares of the Registrant's Common
Stock issued and outstanding, and the aggregate market value (based upon the
last sale price of the Registrant's Common Stock on the New York Stock Exchange
Composite Tape on March 3, 1995) of the Registrant's Common Stock held by
nonaffiliates of the Registrant was $607,593,947.
Exhibit Index is on page 20 to 25 of this Report.
DOCUMENTS INCORPORATED BY REFERENCE
Annual Report to Stockholders for fiscal year ended December 31, 1994
incorporated by reference into Parts I and II hereof.
Proxy Statement dated March 17, 1995 for Annual Meeting of Stockholders to be
held April 27, 1995 incorporated by reference into Part III hereof.
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THE ALLEN GROUP INC.
FORM 10-K
(For the fiscal year ended December 31, 1994)
TABLE OF CONTENTS
Page
----
PART I
Item 1 - Business ................................................. 3
Item 2 - Properties ............................................... 9
Item 3 - Legal Proceedings ........................................ 9
Item 4 - Submission of Matters to a Vote of Security Holders ...... 9
Executive Officers of The Registrant ............................... 10
PART II
Item 5 - Market for Registrant's Common Equity and Related
Stockholder Matters ...................................... 12
Item 6 - Selected Financial Data .................................. 12
Item 7 - Management's Discussion and Analysis of Financial
Condition and Results of Operations ...................... 12
Item 8 - Financial Statements and Supplementary Data .............. 12
Item 9 - Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure ...................... 13
PART III
Item 10 - Directors and Executive Officers of the Registrant ....... 14
Item 11 - Executive Compensation ................................... 14
Item 12 - Security Ownership of Certain Beneficial Owners
and Management ........................................... 14
Item 13 - Certain Relationships and Related Transactions ........... 14
PART IV
Item 14 - Exhibits, Financial Statement Schedules, and
Reports on Form 8-K ...................................... 15
SIGNATURES ............................................................ 18
EXHIBIT INDEX ......................................................... 20
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THE ALLEN GROUP INC.
FORM 10-K
PART I
ITEM 1 - BUSINESS
GENERAL
The Allen Group Inc. ("Allen", the "Company" or the "Registrant") was
incorporated under the laws of the State of Delaware on February 3, 1969. Its
predecessor was Allen Electric and Equipment Company, incorporated under the
laws of the State of Michigan on January 13, 1928, which merged into the
Delaware corporation on May 1, 1969. On May 5, 1972, the name of the Company
was changed to The Allen Group Inc.
The businesses of Allen and its subsidiaries include Mobile
Communications Products, Automotive Test and Service and Truck Products.
On December 15, 1994, the Company acquired a 40% interest in FOR.E.M.
S.p.A. ("FOREM") of Agrate Brianza (Milan), Italy and acquired an additional
40% interest in FOREM on March 17, 1995. The Company has options to acquire
the remaining shares of FOREM during the next five years. FOREM owns 62% of
MIKOM G.m.b.H., ("MIKOM") located in Germany and also has sales and service
offices in the United Kingdom and France. FOREM is one of the leading
suppliers of wireless telecommunications products to the major European
telecommunications equipment manufacturers and wireless operating companies.
Additional information regarding this acquisition is incorporated herein by
reference to "Investments" in Note 3 of the Notes to Consolidated Financial
Statements on page 21 of Allen's 1994 Annual Report to Stockholders, a copy of
which is filed as Exhibit 13 to this Report.
There have been no other significant changes in the business, kinds of
products produced or services rendered or in the markets or methods of
distribution since the beginning of the last fiscal year.
MOBILE COMMUNICATIONS PRODUCTS
Allen's Mobile Communications Products segment is principally comprised
of Allen Telecom Group ("ATG") and Comsearch. ATG's principal product lines
are systems products, including Extend-A-Cells(TM), cellular repeaters,
microcells, wireless PBX systems, paging repeaters and power amplifiers; site
management and base station products, including filters, combiners, duplexers,
isolators and cable; and mobile and base station antennas. The demand for
equipment supplied by ATG is primarily a function of the development of
wireless communications systems throughout the world, and ATG's ability to
develop new products and technologies related to system coverage and capacity.
Comsearch is a leading provider of transmission planning services,
engineering services and software for microwave, satellite, cellular,
Specialized Mobile Radio ("SMR") and Personal Communications Systems ("PCS").
As previously mentioned, the Company purchased an 80% interest in
FOREM, as well as options to acquire the remaining shares of FOREM during the
next five years. The acquisition of FOREM (and its 62% owned subsidiary MIKOM)
enhances ATG's ability to serve more effectively all major customers, both
cellular carriers and original equipment manufacturers, and the expanding
telecommunications technologies throughout the world. In addition, FOREM
should bolster sales of ATG's broad range of products in Europe through FOREM's
and MIKOM's existing customer base and marketing and distribution network.
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In 1994, sales of the Mobile Communications Products segment increased
nearly $30 million, or 16%, over 1993, primarily due to continued strong growth
of the systems products and mobile and base station antenna product lines.
Mobile Communication products are manufactured or assembled by the
Company, and are sold directly or through distributors and sales
representatives to original equipment manufacturers, common carriers and other
large users of telecommunications products.
AUTOMOTIVE TEST AND SERVICE
Allen's Automotive Test and Service segment consists solely of its
wholly owned subsidiary, MARTA Technologies, Inc. ("MARTA"). MARTA designs,
builds and operates centralized automotive emissions testing programs under
long-term contracts with state governments, and is one of only four major
companies that has the necessary capabilities and experience for such programs.
During 1994, MARTA's sole source of sales revenue was its Jacksonville, Florida
emissions testing program which, at $2.8 million, represents less than 1% of
consolidated sales of the Company.
Centralized emissions testing programs are mandated by the Federal
Environmental Protection Agency ("EPA") pursuant to the 1990 Clean Air Act.
Generally, each of these emissions testing programs is structured so that once
awarded, the company awarded the program (such as MARTA) is responsible for
purchasing the land, constructing the testing facilities, equipping the sites
with analytical and computer equipment, hiring and training personnel and
eventually operating the program. It is not until a program begins to operate
(typically under a multi-year sole source contract) that revenue (generally on
a fixed fee, cash per test basis) is generated.
In 1993, MARTA was awarded the programs for the State of Maryland and
the El Paso region of Texas, both of which were scheduled to begin testing on
January 3, 1995; however, both programs were delayed due to computer software
and other problems incurred in bringing this new technology on line. On
February 2, 1995, the Company announced that the State of Texas adopted a 90-
day suspension of its program through May 1, 1995, the purpose of which is to
study and/or develop alternative inspection programs. At this time, there is
no certainty that the Texas program will begin testing on its projected start
day of May 1, 1995. The State of Maryland has notified MARTA to take the
necessary steps to implement MARTA's Maryland program on or about May 1, 1995,
using a combined "tailpipe"/IM 240 inspection program. As a result of the move
to a combined program, the State of Maryland and MARTA are engaged in
discussions regarding the change in scope, and a corresponding change in fees
to be received by MARTA, with respect to the Maryland program. The State also
notified MARTA that its management fee for the operation of its Maryland
program will become effective March 1995.
In addition to the Maryland and El Paso, Texas programs, the Company
was awarded the centralized emissions testing programs in the Cincinnati region
of Ohio and in Northern Kentucky in 1994. The Ohio and Kentucky programs are
scheduled to start on January 1, 1996. However, with respect to MARTA's
Northern Kentucky centralized emissions testing program, the State of Kentucky
has notified MARTA that the State is reviewing the effect of the Federal EPA's
changing mandates on planned and implemented programs in Northern Kentucky. In
light of these developments, the State has requested that MARTA limit its
activities to the search for suitable test station locations, but not enter
into any contractual arrangements to lease or purchase property for these test
stations until the State resolves its issues with the Federal EPA.
Centralized emissions testing programs mandated by the EPA, pursuant to
the 1990 Clean Air Act, have come under increased scrutiny in recent months by
both state and federal officials. Recently, the EPA announced its intent to
provide increased flexibility for state authorities charged with implementing
the federally-mandated programs. Legislation has been proposed or adopted in a
number of states, including Kentucky, Maryland and Texas, to delay, suspend,
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modify or cancel the enhanced IM 240 centralized emissions testing programs
until the EPA clarifies its positions and regulations on these programs. As
discussed above, the Maryland legislature approved a measure which would delay
until July 1, 1996 emissions testing using the new IM 240 technology. Prior to
July 1, 1996, the State would use a combined "tailpipe"/IM 240 inspection
program. The "tailpipe" emissions test had been the prior standard in
Maryland. After this period, the IM 240 test would be mandated for all
vehicles. In addition, the State of Texas has made a request to the EPA to
exempt the El Paso region from the emissions testing requirements; no
determination has yet been made. At this time, it is not possible to predict
the outcome of future federal or state legislation; however, the Company
believes its existing contracts call for appropriate compensation should any of
the programs be substantially changed or canceled.
As of December 31, 1994, the Company's investment in the Maryland
program approximated $.8 million. In 1994, the State of Maryland paid $37.3
million of the stipulated purchase price of $39.2 million, pursuant to the
contract to purchase the buildings and equipment. The land for these
facilities was acquired earlier by Maryland. For the El Paso region of Texas
program, the Company's net capitalized investment approximated $6.5 million at
December 31, 1994, and the Company expects to incur an additional $.6 million
in early 1995 to bring this program on line. The Cincinnati, Ohio program is
expected to proceed as planned with the implementation of centralized emissions
inspection programs as previously awarded. MARTA will lease the land and
buildings from an independent third party developer but will own the testing
equipment.
The outlook for this business regarding future emissions test programs
and the related timing of bids has become much more unpredictable given the
current political climate and certain states' adverse reaction to compliance
with these perceived unfunded Federal mandates. Programs that MARTA has bid
upon, or was expecting to bid upon, have all taken various forms of delays and
continue to remain uncertain.
TRUCK PRODUCTS
Allen manufactures and sells heavy-duty radiators and specialty heat
exchangers for trucks and off-highway equipment through its G & O Manufacturing
Company division. Allen also produces steel parts manufactured primarily to
customers' specifications, such as truck fenders, cabs, specialized interiors
installed in utility trucks and vans, and custom sheet metal fabrications for
the telecommunications market, through its Crown divisions. These products are
sold by Allen's own sales employees and commissioned sales representatives to
major automotive, truck and off-highway equipment manufacturers, major delivery
services and others.
In 1994, sales to The Ford Motor Company, PACCAR Inc. and MACK
accounted for 43%, 13% and 11%, respectively, of sales in the Truck Products
segment.
JOINT VENTURE OPERATIONS
The Company, along with Handy & Harman, participates in a 50/50 joint
venture partnership, GO/DAN Industries, which is accounted for under the equity
method. GO/DAN Industries is engaged in the manufacture and sale of automotive
replacement radiators and other heat transfer products. GO/DAN Industries was
organized on June 1, 1990, at which time Allen and Handy & Harman each
transferred to the joint venture certain assets, net of related liabilities,
relating to such business.
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WORKING CAPITAL
The working capital requirements of the Company vary with its
particular product lines. Truck Products are generally manufactured on an "as
ordered" basis; therefore, large inventories are generally not maintained nor
is the amount of product returned significant. The remaining manufacturing
product lines of the Company consist of standard manufactured products for
which inventory levels are generally based on product demand.
The Mobile Communications segment is expected to absorb almost 70% of
the Company's capital expenditure requirements in 1995 (excluding MARTA). In
addition, the Company acquired an additional 40% interest in FOREM in 1995 for
$8.1 million plus certain contingent payouts. The remaining contingent
payouts, if any, in an amount of up to $8.5 million, may be earned and would be
payable in future years.
The capital requirements with respect to MARTA are, however, less
clear given the uncertainty in the centralized emissions testing industry as
described previously. In 1994, the Company substantially completed the
construction of the Maryland and El Paso region of Texas programs, financing
the cost principally through internally generated funds. In late December, the
Company received $37.3 million against the purchase price of the facilities and
equipment from the State of Maryland. MARTA's programs in the Cincinnati
region of Ohio and Northern Kentucky are anticipated to require approximately
$18.0 million of capital, which the Company presently intends to finance with
internally generated funds. The land and buildings for these two programs will
be acquired, constructed and financed by an independent third party developer
from whom MARTA will lease the facilities under a capital lease arrangement.
COMPETITION
In each of Allen's industry segments, competition is vigorous. In its
centralized emissions testing inspection program product line, the Company
presently has three principal competitors. The primary criteria of competition
and the selection of a contractor by the governmental agency are experience,
technological capability, financial resources and price. The Company believes
that it has established a major market position in the United States for mobile
cellular telephone antennas, where competition is distributed among many
manufacturers. In its other product lines, the Company believes that it is
among the major manufacturers and that competition is widely distributed.
Allen's principal methods of competition include price, service, warranty,
market availability and product research and development, innovation and
performance. In certain of its product lines, the Company has augmented its
own resources through licensing agreements with companies possessing
complementary resources and technologies.
MAJOR CUSTOMERS
Except as noted in the Automotive Test and Service and Truck Products
industry segment descriptions, there is no single customer or group of a few
customers for which the loss of any one or more would have a material adverse
effect on any industry segment or on the Company. Sales of Mobile
Communications products are widely distributed among many customers.
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BACKLOG
The approximate backlog of orders for the Company's continuing
operations by industry segment as of December 31, 1994 and 1993 are as follows
(amounts in thousands):
1994 1993
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Automotive Test and Service $206,812 $ 67,176
Truck Products 21,657 19,544
Mobile Communications Products 33,791 20,082
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262,260 106,802
Automotive Test and Service
backlog not expected to be filled
within one year (194,112) (64,376)
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Backlog expected to be filled in
succeeding fiscal year $ 68,148 $ 42,426
======== ========
The increase in the Automotive Test and Service backlog represents the award of
two emissions testing contracts to MARTA (the Cincinnati region of Ohio and
Northern Kentucky) in 1994. Centralized emissions testing programs have come
under increased scrutiny by both state and federal officials. Legislation has
been proposed in a number of states, including Kentucky, Maryland and Texas
where MARTA has programs, to amend and/or cancel programs which could impact
the existing Backlog. For additional information, see the "Automotive Test and
Service" sections of "Item I - Business" and "Item 7 - Management's Discussion
and Analysis of Financial Condition and results of Operations" included in this
Form 10-K report. The increase in backlog for Mobile Communications Products
represents increased orders for systems and site management products. With the
exception of Automotive Test and Service, all 1994 backlog is expected to be
completely filled within the 1995 fiscal year.
PRODUCTION, RAW MATERIALS AND SUPPLIES
In addition to manufacturing certain products, Allen also assembles at
its facilities certain components manufactured for it by non-affiliated
companies. The principal materials used in the production of Allen's products
are steel, copper, brass, aluminum, plastics and electronic components. These
materials are purchased regularly from several domestic and foreign producers
and have been generally available in sufficient quantities to meet Allen's
requirements, although occasionally shortages have occurred. A significant
portion of the copper and brass used by the Company in the manufacture of truck
radiators is sourced from a foreign manufacturer; the Company believes that the
risk, if any, inherent in this arrangement is no greater than in any of its
other raw material sources. The Company believes that the supplies of
materials through the end of 1995 will be adequate.
PATENTS, LICENSES AND FRANCHISES
The Company owns a number of patents, trademarks and copyrights and
conducts certain operations under licenses granted by others. Although the
Company does not believe that the expiration or loss of any one of these would
materially affect its business considered as a whole or the operations of any
industry segment, it does consider certain of them to be important to the
conduct of its business in certain product lines. In 1991, a United States
Federal Court found that an overseas manufacturer had willfully infringed the
Company's patent on its On-GlassR cellular telephone antennas. The Company
believes that the court affirmation of the validity of its patent has slowed
the entrance of infringing foreign-manufactured products into the United
States. Business franchises and concessions are not of material importance to
Allen's industry segments.
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RESEARCH AND DEVELOPMENT
The Company is engaged in research and development activities
(substantially all of which are Company-sponsored) as part of its ongoing
business. The Company is continuing to emphasize the development of specialty
products and accessories to serve the cellular telephone and wireless
communications markets. Currently, these development activities are not
expected to require a material investment in assets. For additional
information, see "Research and Development Expenses" in Note 1 of Notes to
Consolidated Financial Statements on page 20 of Allen's 1994 Annual Report to
Stockholders, a copy of which is filed as Exhibit 13 to this Report.
ENVIRONMENTAL CONTROLS
The Company is subject to federal, state and local laws designed to
protect the environment and believes that, as a general matter, its policies,
practices and procedures are properly designed to prevent unreasonable risk of
environmental damage and financial liability to the Company. Additional
information regarding environmental issues is incorporated herein by reference
to the last paragraph of Note 6, "Commitments and Contingencies", of the Notes
to Consolidated Financial Statements on page 24 of Allen's 1994 Annual Report
to Stockholders, a copy of which is filed as Exhibit 13 to this Report.
EMPLOYEES
As of December 31, 1994, Allen had approximately 2,700 employees.
SEASONAL TRENDS
Generally, the Company's sales are not subject to significant seasonal
variations; however, sales and earnings for ATG tend to be lower in the first
fiscal quarter due to lower base station antenna installations. In addition,
earnings typically tend to be lower during the first half of the year due to
the seasonality of the Company's GO/DAN Industries joint venture.
INDUSTRY SEGMENTS, CLASSES OF PRODUCTS, FOREIGN OPERATIONS AND EXPORT SALES
Information relating to the Company's industry segments, classes of
similar products or services, foreign and domestic operations and export sales
is incorporated herein by reference to "Segment Sales and Income" on page 14,
"Industry Segment and Geographic Data" in Note 9 of the Notes to Consolidated
Financial Statements on page 26, and the information presented in the charts on
pages 30 to 33, of the Company's 1994 Annual Report to Stockholders, a copy of
which is filed as Exhibit 13 to this Report.
Except with respect to ATG's Mexican operations which supplies mobile
antennas to ATG, and FOREM and MIKOM's European operations, Allen engages in
no material manufacturing operations in foreign countries, and no material
portion of Allen's sales currently is derived from such operations. The
Company's recent investment in FOREM and MIKOM will result in the Company
having significant manufacturing and sales operations in Italy and Germany in
1995. In addition, the Company's 50/50 joint venture, GO/DAN Industries, has a
manufacturing facility located in Mexico. With the opportunities represented
by the rapid deployment of cellular telephony systems throughout the world, the
Company has seen extensive growth in international markets and export sales
have increased from $57 million in 1993 to over $70 million in 1994. This
growth has encouraged the Company to continue to expand the size and number of
its international sales and service offices. In the opinion of management, any
risks inherent in Allen's existing foreign operations and sales are not
substantially different than the risks inherent in its domestic operations and
sales.
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ITEM 2 - PROPERTIES
At December 31, 1994, Allen's continuing operations were conducted in
42 facilities in 16 states and Mexico. In addition, ATG maintains sales
offices in Australia, Canada, China, Brazil, Germany, the United Kingdom and
Singapore. Allen occupies approximately 1,648,000 square feet of space for
manufacturing, fabrication, assembly, centralized automotive emissions testing,
warehousing, research and development and administrative offices.
Approximately 634,000 square feet are rented under operating leases, and the
remainder is owned. Principal domestic facilities are located in Ohio,
Connecticut, Florida, Kentucky, Mississippi, Texas and Virginia. In Reynosa,
Mexico, Allen owns one building with approximately 59,000 square feet.
Information concerning the Company's properties by industry segment at
December 31, 1994 is as follows (amounts in thousands):
Square Footage
------------------------------------------------
Domestic Foreign
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Owned Leased Owned Leased Total
----- ------ ----- ------ -----
Automotive Test and Service 74 23 - - 97
Truck Products 621 157 - - 778
Mobile Communications Products 260 434 59 7 760
General Corporate - 13 - - 13
--- --- -- - -----
955 627 59 7 1,648
=== === == = =====
Allen's machinery, plants, warehouses and offices are in good
condition, reasonably suited and adequate for the purposes for which they are
presently used and generally are fully utilized.
In addition to the above, Allen owns three manufacturing facilities
that had been utilized by its discontinued operations and former automotive
replacement radiator businesses. Two of these facilities (totalling 155,000
square feet) are currently under short-term leases, including a facility leased
to the purchaser of the automated manufacturing equipment product line and a
facility leased to GO/DAN Industries (an affiliated joint venture). The
Company has entered into a purchase agreement to sell the third facility
(consisting of 30,600 square feet) subject to the fulfillment of certain terms
and conditions.
ITEM 3 - LEGAL PROCEEDINGS
The information required by this Item is incorporated herein by
reference to the fourth paragraph of Note 6, "Commitments and Contingencies",
of the Notes to Consolidated Financial Statements on page 23 of the
Registrant's 1994 Annual Report to Stockholders, a copy of which is filed as
Exhibit 13 to this Report.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
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EXECUTIVE OFFICERS OF THE REGISTRANT
The following list sets forth the names of the executive officers (as
defined under rules promulgated by the Securities and Exchange Commission) of
Allen, their ages and business experience during at least the last five years.
ROBERT G. PAUL - President and Chief Executive Officer; age 53.
Mr. Paul has been President and Chief Executive Officer of the Company
since February 1991. He was President and Chief Operating Officer of the
Company from December 1989 to February 1991, Senior Vice President - Finance
from April 1987 to December 1989, Vice President-Finance from January 1987 to
April 1987 and a Vice President from 1974 to January 1987. He also was
President of the Antenna Specialists Company division of the Company's
subsidiary, Orion Industries, Inc. (a predecessor of ATG), from 1978 to June
1990. Mr. Paul joined the Company in 1970 as an Assistant to the President and
also served as Assistant Treasurer from 1970 to 1972. He was elected Treasurer
in 1972 and Vice President and Treasurer of Allen in 1974. Mr. Paul was
appointed Vice President- Finance and Administration of the Antenna Specialists
Company division of Allen's subsidiary, Orion Industries, Inc. (a predecessor
of ATG), in 1976, its Vice President-Operations in 1977 and its President in
1978, while continuing as a Vice President of Allen.
ROBERT A. YOUDELMAN - Senior Vice President-Finance and Chief Financial
Officer; age 53.
Mr. Youdelman joined the Company in 1977 as Director of Taxes. In
February 1980 he was elected Vice President-Taxation, and in December 1989 was
elected Senior Vice President-Finance and Chief Financial Officer. Mr.
Youdelman is an attorney.
FRANK J. HYSON - Vice President; age 62.
Mr. Hyson joined Allen in 1973 as Vice President-Finance of the
Company's Crown Divisions and was appointed President of Crown in 1976. He was
elected a Vice President of Allen in September 1987.
ERIK H. VAN DER KAAY - Vice President; age 54.
Mr. van der Kaay joined the Company in 1990 as President of the
Antenna Specialists Company division of Allen's subsidiary, Orion Industries,
Inc. (a predecessor of ATG). He was elected Vice President of Allen in
February 1993. Prior to joining Allen, Mr. van der Kaay was the Chief
Executive Officer of Millitech Corporation, a developer and manufacturer of
milliliter communication components and systems, South Deerfield,
Massachusetts, from 1988 to 1990, and Group Vice President of
Telecommunications at Avantek Inc., a developer and manufacturer of microwave
radios and CATV systems, Santa Clara, California, from 1984 to 1988.
JAMES L. LEPORTE, III - Vice President and Controller; age 40.
Mr. LePorte joined the Company in 1981 as Senior Financial Analyst.
In 1983, he was appointed Manager of Financial Analysis, and, in 1984, was
named Assistant Controller. In April 1988, Mr. LePorte was elected Controller
of the Company, and, in December 1990, was elected a Vice President.
JOHN C. MARTIN, III - Vice President and Treasurer; age 42.
Mr. Martin joined the Company in 1979 as a Senior Business Analyst and
was appointed Manager, International Business Development in 1984 and Director,
Corporate Development in 1987. He was elected Treasurer in April 1988 and a
Vice President in September 1991.
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MCDARA P. FOLAN, III - Vice President, Secretary and General Counsel; age 36.
Mr. Folan joined the Company in August 1992 as Corporate Counsel and
was elected Secretary and General Counsel in September 1992 and Vice President
in December 1994. Prior to joining Allen, Mr. Folan was affiliated with the
law firm of Jones, Day, Reavis and Pogue, Cleveland, Ohio, from September 1987
to August 1992. Mr. Folan is an attorney.
There is no family relationship between any of the foregoing officers. All
officers of Allen hold office until the first meeting of directors following
the annual meeting of stockholders and until their successors have been elected
and qualified.
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PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information required by this Item is incorporated herein by
reference to the eighth paragraph of Note 2 of the Notes to Consolidated
Financial Statements on page 21, and to "Exchange Listings", "Market Price
Range of Common Stock", "Dividends Declared on Common Stock" and "Stockholders"
on page 35, of the Registrant's 1994 Annual Report to Stockholders, a copy of
which is filed as Exhibit 13 to this Report.
ITEM 6 - SELECTED FINANCIAL DATA
The information required by this Item is incorporated herein by
reference to "Five Year Summary of Operations" on page 34 of the Registrant's
1994 Annual Report to Stockholders, a copy of which is filed as Exhibit 13 to
this Report. In addition, cash dividends declared per common share is as
follows:
1990 -0-
1991 $.046
1992 $.105
1993 $.13
1994 $.17
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information required by this Item is incorporated herein by
reference to pages 30 to 33 of the Registrant's 1994 Annual Report to
Stockholders, a copy of which is filed as Exhibit 13 to this Report, as updated
below.
Since the mailing of the Registrant's 1994 Annual Report to
Stockholders on March 17, 1995, the State of Maryland has notified MARTA to
take the necessary steps to implement MARTA's Maryland centralized emissions
testing program on or about May 1, 1995, using a combined "tailpipe"/IM 240
inspection program. Based on the current status of legislation, the combined
program will revert to an IM 240 inspection program on July 1, 1996. As a
result of the move to a combined program, the State and MARTA are engaged in
discussions regarding the change in scope, and a corresponding change in fees
to be received by MARTA, with respect to the Maryland program. The State also
informed MARTA that its management fee for the operation of its Maryland
program will become effective March 1995.
With respect to MARTA's Northern Kentucky centralized emissions
testing program, the State of Kentucky has notified MARTA that the State is
reviewing the effect of the Federal EPA's changing mandates on planned and
implemented programs in Northern Kentucky. In light of these developments, the
State has requested that MARTA limit its activities to the search for suitable
test station locations, but not enter into any contractual arrangements to
lease or purchase property for these test stations until the State resolves its
issues with the Federal EPA.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is incorporated herein by
reference to the Consolidated Statements of Income, Consolidated Balance
Sheets, Consolidated Statements of Cash Flows and Consolidated Statements of
Stockholders' Equity on pages 15 to 18, to the Notes to Consolidated Financial
-12-
13
Statements on pages 19 to 28, and to the "Report of Independent Accountants" on
page 29, of the Registrant's 1994 Annual Report to Stockholders, a copy of
which is filed as Exhibit 13 to this Report.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
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14
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
The information required by this Item relating to the Company's
executive officers is included on pages 10 to 11 hereof under "EXECUTIVE
OFFICERS OF ALLEN" and is incorporated herein by reference to "EXECUTIVE
COMPENSATION AND TRANSACTIONS WITH MANAGEMENT - Employment, Termination of
Employment and Change of Control Arrangements" on pages 15 to 16 of the
Registrant's definitive proxy statement dated March 17, 1995 and filed with the
Securities and Exchange Commission pursuant to Section 14(a) of the Securities
Exchange Act of 1934. The other information required by this Item is
incorporated herein by reference to "ELECTION OF DIRECTORS - Information
Regarding Nominees" on pages 1 to 3 of the Registrant's definitive proxy
statement dated March 17, 1995 and filed with the Securities and Exchange
Commission pursuant to Section 14(a) of the Securities Exchange Act of 1934.
ITEM 11 - EXECUTIVE COMPENSATION
The information required by this Item is incorporated herein by
reference to "ELECTION OF DIRECTORS - Compensation of Directors" on pages 4 to
5 and to "EXECUTIVE COMPENSATION AND TRANSACTIONS WITH MANAGEMENT on pages 6 to
18 of the Registrant's definitive proxy statement dated March 17, 1995 and
filed with the Securities and Exchange Commission pursuant to Section 14(a) of
the Securities Exchange Act of 1934.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is incorporated herein by
reference to "STOCK OWNERSHIP" on pages 19 to 21 of the Registrant's definitive
proxy statement dated March 17, 1995 and filed with the Securities and Exchange
Commission pursuant to Section 14(a) of the Securities Exchange Act of 1934.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is incorporated herein by
reference to "EXECUTIVE COMPENSATION AND TRANSACTIONS WITH MANAGEMENT -
Transactions with Executive Officers and Directors" on page 18, and to "STOCK
OWNERSHIP - Principal Stockholders" on page 19, of the Registrant's definitive
proxy statement dated March 17, 1995 and filed with the Securities and Exchange
Commission pursuant to Section 14(a) of the Securities Exchange Act of 1934.
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15
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) FINANCIAL STATEMENTS OF THE REGISTRANT
The Consolidated Financial Statements of the Registrant listed below,
together with the Report of Independent Accountants, dated February 17,
1995, are incorporated herein by reference to pages 15 to 29 of the
Registrant's 1994 Annual Report to Stockholders, a copy of which is filed
as Exhibit 13 to this Report.
Consolidated Statements of Income for the Years Ended December 31,
1994, 1993 and 1992
Consolidated Balance Sheets at December 31, 1994 and 1993
Consolidated Statements of Cash Flows for the Years Ended December
31, 1994, 1993 and 1992
Consolidated Statements of Stockholders' Equity for the Years Ended
December 31, 1994, 1993 and 1992
Notes to Consolidated Financial Statements
Report of Independent Accountants
(2) FINANCIAL STATEMENT SCHEDULES
The following additional information should be read in conjunction with the
Consolidated Financial Statements of the Registrant described in Item
14(a)(1) above:
FINANCIAL STATEMENT SCHEDULES OF THE REGISTRANT
Report of Independent Accountants on page 16 of this Report relating
to the financial statement schedule
Schedule II - Valuation and Qualifying Accounts and Reserves, on
page 17 of this Report
Schedules other than the schedule listed above are omitted because they are
not required or are not applicable, or because the information is furnished
elsewhere in the financial statements or the notes thereto.
(3) EXHIBITS*
The information required by this Item relating to Exhibits to this Report
is included in the Exhibit Index on pages 20 to 25 hereof.
(b) REPORTS ON FORM 8-K
None.
______________
*A copy of any of the Exhibits to this Report will be furnished to persons who
request a copy upon the payment of a fee of $.25 per page to cover the
Company's duplication and handling expenses.
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of
The Allen Group Inc.:
Our report on the consolidated financial statements of The Allen Group Inc.
has been incorporated by reference in this Annual Report on Form 10-K from page
29 of the 1994 Annual Report to Stockholders of The Allen Group Inc. In
connection with our audits of such financial statements, we have also audited
the related financial statement schedule listed in the Index on page 15 of this
Form 10-K Annual Report.
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.
Cleveland, Ohio
February 17, 1995
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THE ALLEN GROUP INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE THREE YEARS ENDED DECEMBER 31, 1994
(AMOUNTS IN THOUSANDS)
Column A Column B Column C Column D Column E
------------------------------- --------- -------------------- ---------- --------
Balance Additions Balance
--------------------
at Charged to Charged Deductions at End
Beginning Costs and to Other from of
Description of Period Expenses Accounts Reserves Period
------------------------------- --------- ---------- -------- ---------- --------
Allowance for doubtful accounts:
1994 $ 1,270 417 - 3(1) $1,684
======= ===== ====== ===== ======
1993 $ 3,543 719 - 2,992(1)(2) $1,270
======= ===== ====== ===== ======
1992 $ 1,470 2,416 - 343(1) $3,543
======= ===== ====== ===== ======
(1) Represents the write-off of uncollectible accounts, less recoveries.
(2) Includes the elimination of related balances for its Allen Testproducts
division and leasing subsidiary sold in 1993.
- 17 -
18
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.
THE ALLEN GROUP INC.
--------------------
(Registrant)
By /s/ Robert A. Youdelman
-----------------------------
Robert A. Youdelman
Senior Vice President-Finance
Date: March 30, 1995
------------------
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/ Robert G. Paul March 30, 1995
------------------------------------------
Robert G. Paul, President, Chief Executive
Officer and Director
(Principal Executive Officer)
/s/ Robert A. Youdelman March 30, 1995
------------------------------------------
Robert A. Youdelman, Senior Vice President-
Finance (Principal Financial Officer)
/s/ James L. LePorte March 30, 1995
------------------------------------------
James L. LePorte, Vice President and
Controller (Principal Accounting Officer)
March 30, 1995
------------------------------------------
Wade W. Allen, Director
/s/ George A. Chandler March 30, 1995
------------------------------------------
George A. Chandler, Director
/s/ Philip W. Colburn March 30, 1995
------------------------------------------
Philip W. Colburn, Chairman of the Board
and Director
/s/ Jill K. Conway March 30, 1995
------------------------------------------
Jill K. Conway, Director
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/s/ Albert H. Gordon March 30, 1995
------------------------------------------
Albert H. Gordon, Director
/s/ William O. Hunt March 30, 1995
------------------------------------------
William O. Hunt, Director
/s/ J. Chisholm Lyons March 30, 1995
------------------------------------------
J. Chisholm Lyons, Director
/s/ Charles W. Robinson March 30, 1995
------------------------------------------
Charles W. Robinson, Director
/s/ Richard S. Vokey March 30, 1995
------------------------------------------
Richard S. Vokey, Director
/s/ William M. Weaver, Jr. March 30, 1995
------------------------------------------
William M. Weaver, Jr., Director
-19-
20
EXHIBIT INDEX
EXHIBIT NUMBERS PAGES
--------------- -----
(3) Certificate of Incorporation and By Laws -
(a) Restated Certificate of Incorporation (filed as
Exhibit Number 3(a) to Registrant's Form 10-K
Annual Report for the fiscal year ended December
31, 1984 (Commission file number 1-6016) and
incorporated herein by reference)........................ -
(b) Certificate of Designations, Powers, Preferences
and Rights of the $1.75 Convertible Exchangeable
Preferred Stock, Series A (filed as Exhibit Number
3(b) to Registrant's Form 10-K Annual Report for
the fiscal year ended December 31, 1986
(Commission file number 1-6016) and incorporated
herein by reference) .................................... -
(c) Certificate of Amendment of Restated Certificate
of Incorporation (filed as Exhibit Number 3(c) to
Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1987 (Commission file number
1-6016) and incorporated herein by reference) ........... -
(d) Certificate of Designations, Powers, Preferences
and Rights of the Variable Rate Preferred Stock,
Series A (filed as Exhibit Number 3(d) to
Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1987 (Commission file number
1-6016) and incorporated herein by reference) ........... -
(e) Certificate of Designation, Preferences and Rights
of Series B Junior Participating Preferred Stock
(filed as Exhibit Number 3(e) to Registrant's
Form 10-K Annual Report for the fiscal year
ended December 31, 1987 (Commission file number
1-6016) and incorporated herein by reference) ........... -
(f) Certificate Eliminating Variable Rate Preferred
Stock, Series A (filed as Exhibit Number 3(f) to
Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1989 (Commission file
number 1-6016) and incorporated herein by
reference) .............................................. -
(g) Certificate of Amendment of Restated Certificate
of Incorporation (filed as Exhibit Number 3(g) to
Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1993 (Commission file number
1-6016) and incorporated herein by reference)............ -
(h) Certificate Eliminating $1.75 Convertible Exchangeable
Preferred Stock, Series A (filed as Exhibit Number 3(h)
to Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1993 (Commission file number
1-6016) and incorporated herein by reference)............ -
(i) By-Laws, as amended through September 10, 1992 (filed
as Exhibit Number 3(g) to Registrant's Form 10-K
Annual Report for the fiscal year ended December 31, 1992
(Commission file number 1-6016) and incorporated herein
by reference)............................................. -
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21
(4) Instruments defining the rights of security holders -
(a) Rights Agreement, dated as of January 7, 1988,
between the Registrant and Manufacturers Hanover
Trust Company (filed as Exhibit Number 4 to
Registrant's Form 8-K Current Report dated
January 7, 1988 (Commission file number 1-6016)
and incorporated herein by reference) ................... -
(b) Credit Agreement, dated as of February 17, 1994,
among the Registrant, the Banks signatory thereto,
and Bank of Montreal, as agent (filed as Exhibit
Number 4(b) to Registrant's Form 10-K Annual Report
for the fiscal year ended December 31, 1993 (Commission
file number 1-6016) and incorporated herein by
reference)............................................... -
Additional information concerning Registrant's long-
term debt is set forth in Note 2 of the Notes to
Consolidated Financial Statements on pages 20 to 21 of
Registrant's 1994 Annual Report to Stockholders, a
copy of which is filed as Exhibit 13 to this Report.
Other than the Credit Agreement referred to
above, no instrument defining the rights of holders
of such long-term debt relates to securities
having an aggregate principal amount in excess
of 10% of the consolidated assets of Registrant
and its subsidiaries; therefore, in accordance
with paragraph (iii) of Item 4 of Item 601(b)
of Regulation S-K, the other instruments
defining the rights of holders of long-term debt
are not filed herewith. Registrant hereby agrees
to furnish a copy of any such other instrument to
the Securities and Exchange Commission upon request.
(10) Material contracts (All of the exhibits listed as
material contracts hereunder are management contracts
or compensatory plans or arrangements required to be
filed as exhibits to this Report pursuant to Item 14(c)
of this Report.).......................................... -
(a) The Allen Group Inc. 1970 Non-Qualified Stock Option Plan,
as amended April 25, 1978, June 23, 1981 and February 19,
1985 (revised) (filed as Exhibit Number 10(a) to
Registrant's Form 10-K Annual Report for the
fiscal year ended December 31, 1985 (Commission
file number 1-6016) and incorporated herein by
reference)................................................ -
(b) Amendment, dated November 3, 1987, to 1970
Non-Qualified Stock Option Plan (filed as Exhibit
Number 10(b) to Registrant's Form 10-K Annual Report
for the fiscal year ended December 31, 1987 (Commis-
sion file number 1-6016) and incorporated herein by
reference) ............................................... -
(c) The Allen Group Inc. 1982 Stock Plan, as amended
through November 3, 1987 (filed as Exhibit Number 10(c)
to Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1987 (Commission file number
1-6016) and incorporated herein by reference)............. -
(d) Amendment, dated as of December 4, 1990, to 1982 Stock
Plan, as amended (filed as Exhibit Number 10(d) to
Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1990 (Commission file number
1-6016) and incorporated herein by reference) ............ -
-21-
22
(e) Form of Restricted Stock Agreement pursuant to 1982
Stock Plan, as amended (filed as Exhibit Number 10(e) to
Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1990 (Commission file number
1-6016) and incorporated herein by reference) ............ -
(f) The Allen Group Inc. 1992 Stock Plan (filed as Exhibit
Number 10(f) to Registrant's Form 10-K Annual Report
for the fiscal year ended December 31, 1992 (Commission
file number 1-6016) and incorporated herein by reference). -
(g) Amendment to The Allen Group Inc. 1992 Stock Plan, dated
September 13, 1994 (filed as Exhibit Number 10 to the
Registrant's Form 10-Q Quarterly Report for the quarterly
period ended September 30, 1994 (Commission file number
1-6016) and incorporated herein by reference)............. -
(h) Second Amendment to The Allen Group Inc. 1992 Stock Plan,
dated February 23, 1994................................... 26
(i) Third Amendment to The Allen Group Inc. 1992 Stock Plan,
dated February 23, 1994................................... 27
(j) Form of Restricted Stock Agreement pursuant to 1992
Stock Plan (Salary Increase Deferral), dated
November 30, 1993, entered into by the Registrant
with certain executive officers, officers and
division presidents (filed as Exhibit Number 10(g) to
Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1993 (Commission file number
1-6016) and incorporated herein by reference)............. -
(k) Form of Restricted Stock Agreement pursuant to 1992
Stock Plan (Salary Increase Deferral), dated
April 28, 1992, entered into by the Registrant with
certain executive officers, officers and division
presidents (filed as Exhibit Number 10(g) to
Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1992 (Commission file number
1-6016) and incorporated herein by reference)............. -
(l) Amendment to Restricted Stock Agreements pursuant to
1992 Stock Plan (Salary Increase Deferral), dated
February 22, 1995......................................... 29
(m) Form of Non-Qualified Option to Purchase Stock
granted to certain directors of the Registrant
on September 12, 1989 (filed as Exhibit Number
10(e) to Registrant's Form 10-K Annual Report
for the fiscal year ended December 31, 1989
(Commission file number 1-6016) and incorporated
herein by reference) ..................................... -
(n) The Allen Group Inc. 1994 Non-Employee Directors
Stock Option Plan (filed as Exhibit A to Registrant's
Proxy Statement dated March 17, 1994 (Commission file
number 1-6016) and incorporated herein by reference)...... -
(o) Form of Non-Qualified Option to Purchase Stock pursuant
to The Allen Group Inc. 1994 Non-Employee Directors
Stock Option Plan......................................... 31
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(p) The Allen Group Inc. Amended and Restated Key
Management Deferred Bonus Plan (incorporating
all amendments through February 27, 1992) (filed as
Exhibit Number 10(i) to Registrant's Form 10-K Annual
Report for the fiscal year ended December 31, 1992
(Commission file number 1-6016) and incorporated
herein by reference)...................................... -
(q) Form of Restricted Stock Agreement pursuant to
1992 Stock Plan and Key Management Deferred
Bonus Plan (filed as Exhibit Number 10(j) to Registrant's
Form 10-K Annual Report for the fiscal year ended
December 31, 1992 (Commission file number 1-6016)
and incorporated herein by reference)..................... -
(r) Form of Severance Agreement, dated as of November
3, 1987, entered into by the Registrant with
certain executive officers, officers and division
presidents (filed as Exhibit Number 10(g) to
Registrant's Form 10-K Annual Report for the
fiscal year ended December 31, 1987 (Commission
file number 1-6016) and incorporated herein by
reference) ............................................... -
(s) Form of Amendment, dated December 5, 1989, to
Severance Agreement entered into by the Registrant
with certain executive officers, officers and division
presidents (filed as Exhibit Number 10(j) to
Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1989 (Commission file number
1-6016) and incorporated herein by reference) ............ -
(t) The Allen Group Inc. Master Discretionary Severance
Pay Plan, effective January 1, 1993....................... 36
(u) Key Employee Severance Policy adopted by the
Registrant on November 3, 1987 (filed as Exhibit
Number 10(h) to Registrant's Form 10-K Annual
Report for the fiscal year ended December 31, 1987
(Commission file number 6-6016) and incorporated
herein by reference) ..................................... -
(v) Amendment, dated May 14, 1991, to Key Employee
Severance Policy adopted by the Registrant on
November 3, 1987 (filed as Exhibit Number 10(n) to
Registrant's Form 10-K Annual Report for the
fiscal year ended December 31, 1992 (Commission
file number 1-6016) and incorporated herein by
reference)................................................ -
(w) Employment Agreement, dated June 28, 1988, between
the Registrant and Philip Wm. Colburn (filed as
Exhibit Number 10(m) to Registrant's Form 10-K
Annual Report for the fiscal year ended December 31,
1988 (Commission file number 1-6016) and incorporated
herein by reference) ..................................... -
(x) Amendment, dated as of February 27, 1992, of Employment
Agreement, dated June 28, 1988, between the Registrant
and Philip Wm. Colburn (filed as Exhibit Number 10(p) to
Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1992 (Commission file number
1-6016) and incorporated herein by reference)............. -
-23-
24
(y) Amendment, dated as of February 26, 1991, of
Employment Agreement, dated June 28, 1988, between
the Registrant and Philip Wm. Colburn (filed as
Exhibit Number 10(n) to Registrant's Form 10-K Annual
Report for the fiscal year ended December 31, 1990
(Commission file number 1-6016) and incorporated herein
by reference) ............................................ -
(z) Amended and Restated Post Employment Consulting
Agreement, dated as of December 20, 1990, between
the Registrant and Philip Wm. Colburn (filed as
Exhibit Number 10(o) to Registrant's Form 10-K Annual
Report for the fiscal year ended December 31, 1990
(Commission file number 1-6016) and incorporated herein
by reference) ............................................ -
(aa) Amended and Restated Supplemental Pension Benefit
Agreement, dated as of December 20, 1990, between
the Registrant and Philip Wm. Colburn (filed as
Exhibit Number 10(p) to Registrant's Form 10-K Annual
Report for the fiscal year ended December 31, 1990
(Commission file number 1-6016) and incorporated herein
by reference) ............................................ -
(bb) Insured Supplemental Retirement Benefit Agreement,
dated as of September 4, 1985, between the Registrant
and Philip Wm. Colburn (filed as Exhibit Number 10(l)
to Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1987 (Commission file number
1-6016) and incorporated herein by reference) ............ -
(cc) Split Dollar Insurance Agreement, dated as of July 1,
1991, between the Registrant and Philip Wm. Colburn
(filed as Exhibit Number 10(u) to Registrant's Form 10-K
Annual Report for the fiscal year ended December 31,
1992 (Commission file number 1-6016) and incorporated
herein by reference....................................... -
(dd) Supplemental Pension Benefit Agreement, dated
as of December 6, 1983, between the Registrant and
J. Chisholm Lyons (filed as Exhibit Number 10(r) to
Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1983 (Commission file
number 1-6016) and incorporated herein by reference)...... -
(ee) Amendment, dated as of December 20, 1990, of
Supplemental Pension Benefit Agreement, dated as of
December 6, 1983, between the Registrant and
J. Chisholm Lyons (filed as Exhibit Number 10(s)
to Registrant's Form 10-K Annual Report for the
fiscal year ended December 31, 1990 (Commission file
number 1-6016) and incorporated herein by reference)...... -
(ff) Post Employment Consulting Agreement, dated as of
September 12, 1989, between the Registrant and
J. Chisholm Lyons (filed as Exhibit Number 10(s) to
Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1989 (Commission file number
1-6016) and incorporated herein by reference)............. -
(gg) Amendment, dated as of December 20, 1990, of
Post Employment Consulting Agreement, dated as of
September 12, 1989, between the Registrant and
J. Chisholm Lyons (filed as Exhibit Number 10(u) to
Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1990 (Commission file number
1-6016) and incorporated herein by reference)............. -
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25
(hh) Employment Agreement, dated June 25, 1991, between
the Registrant and Robert G. Paul (filed as Exhibit
Number 10(x) to Registrant's Form 10-K Annual
Report for the fiscal year ended December 31, 1991
(Commission file number 1-6016) and incorporated
herein by reference)...................................... -
(ii) Supplemental Pension Benefit Agreement, dated as of
June 25, 1991, between the Registrant and Robert
G. Paul (filed as Exhibit Number 10(y) to Registrant's
Form 10-K Annual Report for the fiscal year ended
December 31, 1991 (Commission file number 1-6016)
and incorporated herein by reference)..................... -
(jj) Form of Split Dollar Insurance Agreement, dated as of
November 1, 1991, entered into by the Registrant with
certain executive officers, officers and division
presidents (filed as Exhibit Number 10(bb) to Registrant's
Form 10-K Annual Report for the fiscal year ended
December 31, 1992 (Commission file number 1-6016) and
incorporated herein by reference.......................... -
(kk) Form of Supplemental Pension Benefit Agreement, dated
as of February 27, 1992, entered into by the Registrant
with certain executive officers, officers and division
presidents (filed as Exhibit Number 10(cc) to Registrant's
Form 10-K Annual Report for the fiscal year ended
December 31, 1992 (Commission file number 1-6016) and
incorporated herein by reference.......................... -
(11) Statement re Computation of Earnings (Loss) Per
Common Share .................................................... 42
(13) 1994 Annual Report to Stockholders*.............................. 43
(21) Subsidiaries of the Registrant .................................. 83
(23) Consent of Independent Accountants .............................. 85
(27) Financial Data Schedule.......................................... 86
* Furnished for the information of the Securities and Exchange Commission
and not to be deemed "filed" as part of this Report except for the
Consolidated Financial Statements of the Registrant and the Accountants'
Report on pages 15 to 29 of said Annual Report to Stockholders and the
other information incorporated by reference in Items 1 and 3 of Part I
hereof and Items 5 to 8 of Part II hereof.
A copy of any of these Exhibits will be furnished to persons who request a copy
upon the payment of a fee of $.25 per page to cover the Company's duplication
and handling expenses.
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