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 (fifty-two weeks) 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 N / A to N / A .
-------------------------------
Commission File Number 0-8514
------
LIQUI-BOX CORPORATION
---------------------
(Exact name of registrant as specified in its charter)
OHIO 31-0628033
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6950 Worthington-Galena Road, Worthington, Ohio 43085
----------------------------------------------- --------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (614) 888-9280
--------------------
Securities registered pursuant to Section 12(b) of the Act: NONE
----
Securities registered pursuant to Section 12(g) of the Act:
Common Shares, No Par Value (6,269,881 outstanding at February 28, 1995)
------------------------------------------------------------------------
(Title of Class)
Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of 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 ]
Based upon the closing price reported on the NASDAQ National Market System on
February 28, 1995, the aggregate market value of the voting stock held by
non-affiliates of the Registrant was $146,446,000.
Documents Incorporated by Reference:
(1) Portions of the Registrant's Annual Report to Shareholders for the
fiscal year ended December 31, 1994 are incorporated by reference into
Parts I and II of this Annual Report on Form 10-K.
(2) Portions of the Registrant's Definitive Proxy Statement for its
Annual Meeting of Shareholders to be held on April 26, 1995 are
incorporated by reference into Part III of this Annual Report on Form
10-K.
Exhibit Index on Page 12
Page 1 of 40
2
PART I
Item 1. Business:
GENERAL DEVELOPMENT OF BUSINESS - Liqui-Box Corporation and its subsidiaries
("Liqui-Box" or the "Company") is one of the largest companies in the world
specializing in the research, development and manufacture of bag-in-box
flexible liquid packaging systems. The Company was incorporated in January,
1962 in the state of Ohio. Its principal offices are located at 6950
Worthington-Galena Road, Worthington, Ohio.
Liqui-Box is a major producer of bag-in-box flexible packaging and related
filling equipment systems for the beverage, processed foods, dairy, detergent,
wine and other specialty products industries. The Company is also the leading
supplier of containers and dispensing systems to the bottled water industry.
The Company and its subsidiaries operate 14 manufacturing plants in the United
States and Europe. Through licensees, agents and direct exporters, Liqui-Box
serves markets in many countries worldwide.
In August, 1993, Liqui-Box purchased the assets of the Liquid Packaging
Divisions of Sonoco Products Company and its wholly-owned subsidiary Sonoco
Limited (Sonoco), which have production facilities in Romiley, England, and Elk
Grove, California. The two production facilities manufacture plastic bags for
the wine, aseptic food and other miscellaneous markets. The Company believes
the acquisition broadens its access to European markets and will contribute
meaningfully to the Company's growth in future years. Further discussion can
be found on Pages 16 [Management's Discussion and Analysis] and 29 [Note 8 of
the Notes to Consolidated Financial Statements] of the Company's Annual Report
to Shareholders for the fiscal year ended December 31, 1994 (the "1994 Annual
Report"), which information is herein incorporated by reference.
DESCRIPTION OF PRINCIPAL PRODUCTS - The principal product of the Company is
plastic packaging. Such packaging includes specialty plastic bags and plastic
blow molded containers and equipment for filling such packaging products (less
than 2% of total net sales), injection molded plastic products used in liquid
packaging and a variety of industrial and commercial plastic packaging films.
These products are marketed nationwide primarily to the edible products
industries principally through a direct sales force. These products are also
marketed internationally through a direct sales force, licensees, agents and
the Company's own export operations.
In 1994, the Company maintained a strong sales momentum in its principal
markets of beverage, processed foods and specialty industrial products. In
addition, the two premium drinking water products under the Alaskan Falls
label, introduced in 1991, showed improvement in sales and continue to be
introduced onto retail shelves in selected Midwestern states. Sales from our
European subsidiary also showed increased unit growth during the year.
COMPETITION - The plastic packaging market is large and highly fragmented.
There are numerous competitors and the major markets in which the Company sells
its products are very competitive. These products are in competition with
similar products produced by other manufacturers, and in some instances, with
products produced by other industries from other raw materials.
The plastic packaging industry is, therefore, highly price competitive. A
substantial number of manufacturers compete in the national and international
markets. None are considered to be dominant. According to information in the
public domain, Liqui-Box supplies less than one percent of the total plastic
packaging market in the United States.
While Liqui-Box's product and customer mix is generally diverse, The Perrier
Group of America constitutes a buying group of customers that is a material
part of the Company's business to the extent that loss of this buying group,
with which the Company has a good relationship, would have a material effect on
the Company's business. The risk associated with such a potential loss is
mitigated by an exclusive 10 year supply agreement between the Company and The
Perrier Group of America. Sales to this customer constituted 15%, 13% and 13%
of total sales in 1994, 1993 and 1992, respectively.
2
3
RESEARCH AND DEVELOPMENT - Liqui-Box emphasizes applied research and
development as a vital aspect of meeting the needs of its customers for plastic
packaging. Thus, the Company's research activities focus on the development of
new plastic packaging products and packaging systems to increase quality,
improve production efficiency and/or reduce costs to its customers and to the
ultimate consumer. The Company also devotes significant efforts to the
research, development and improvement of plastic packaging machinery and
equipment for use by its customers and in its own production operations.
R & D expenditures in 1994, 1993 and 1992 were $2,151,000, $1,954,000 and
$1,487,000, respectively. All such activities were entirely Company funded
from operations. It should also be noted that the funding levels only
represent costs directly charged to research and development. The amounts do
not represent the commitment and work of all employees of Liqui-Box to
improving existing products and processes and to developing new products and
processes. Many employees who are not part of the research and development
organization of the Company spend part of their efforts on developing new
products and processes.
Information on research and development can also be found on Pages 16 and 17
[Management's Discussion and Analysis] and on Page 24 [Note 1, Accounting
Policies, of the Notes to Consolidated Financial Statements] of the 1994 Annual
Report and is incorporated herein by reference.
PATENTS AND LICENSES - Liqui-Box holds and maintains patents for packaging
design, fitments and packaging equipment which are used by the Company in its
production and which are also licensed to other manufacturers. Revenues from
royalties from these patents and licenses are not material to the total
revenues of the Company.
ENVIRONMENT - Consumer recognition of environmental friendliness of liquid
plastic packaging systems is growing. Compared to a conventional 5- gallon
plastic pail, the 5-gallon plastic bag-in-box reduces total plastic use by 90
percent. An empty, collapsed 5-gallon bag requires a small fraction of the
disposal space a comparable number of No. 10 cans, five wide-mouth one gallon
jars or one 5-gallon pail occupy. The corrugated box used to transport and
store packaged liquids is completely recyclable. Liqui-Box utilizes proper
recycling codes on all of its products for quick identification in community
recycling programs.
The bag-in-box design is increasingly seen as a major part of the solution to
the problem of environmental waste, storage and disposal. In addition,
Liqui-Box is asking its suppliers to experiment in the use of reprocessed
material in the products furnished to the Company and several promising
applications are being actively explored. The Company has also committed to
zero scrap in the waste stream of its plant operations through sorting and
recycling for use in shipping bags and other nonfood applications. This
commitment represents the elimination of more than one million pounds of waste
annually.
As a major player in the solution of societal environmental problems, the
Company supports such conscientiousness and is not aware of any federal, state
or local statutory or regulatory provisions concerning environmental protection
or the discharge of materials into the environment that will have any material
effect on the capital expenditures, sales, earnings or competitive position of
the Company in the future.
RAW MATERIALS - The primary raw material essential to the Company's business is
plastic resin. There are a number of suppliers for this material and the
market is highly competitive. The Company is confident that its sources of
supply of resin are adequate for its needs in the foreseeable future.
SEASONALITY OF BUSINESS - The demand for some applications of certain plastic
packaging products is seasonal in nature. A mild summer, for example, can
reduce the Company's sales to the beverage industry. However, experience over
the years has shown that these variations generally offset each other and tend
to level the total demand for the Company's products throughout the year. As a
result, the Company usually experiences only minor variations in sales volume
attributable to seasonal demands.
3
4
BACKLOG OF ORDERS - Sales of the Company's packaging products generally are
closely coordinated with the product production of its customers. Typically,
orders are filled within 30 days. Therefore, the backlog of orders is not
significant.
EMPLOYEES - Liqui-Box employed 818 individuals in its operations throughout the
United States and in Europe on December 31, 1994. Approximately 14% of these
employees are members of collective bargaining units. The Company considers
itself an industry leader in participative management of its human resources,
placing a premium value on innovation, creativity and attentiveness to solving
customers' problems in packaging. Accordingly, the Company believes its
relations with its employee group to be an asset.
FOREIGN OPERATIONS AND SALES - The Company's European operations constituted
12% of consolidated net sales, less than 10% of consolidated income before
taxes and 18% of consolidated identifiable assets as of and for the year ended
December 31, 1994. European operations constituted less than 10% of net sales
and income before taxes for the year ended January 1, 1994 and 19% of
identifiable assets as of January 1, 1994.
Item 2. Properties:
At December 31, 1994, the Company owned or leased property at eighteen (18)
locations for manufacturing, warehousing, and offices with a total of
approximately 670,000 square feet of floor space. The following table
summarizes the properties owned or leased.
Approximate Owned Expiration
Floor Space or Date of
Use and Location: (Sq. Ft.) Leased Lease
---------------- ----------------- ------ ----------
Executive offices, research and
manufacturing:
Worthington, Ohio 63,000 Owned N/A
Manufacturing:
Ashland, Ohio 26,000 Leased 1995
Ashland, Ohio 22,000 Owned N/A
Houston, Texas 33,000 Leased 1999
Elk Grove, California 36,000 Leased 1997
Elkton, Maryland 40,000 Leased 2001
Auburn, Massachusetts 30,000 Leased 1998
New Albany, Indiana 61,000 Owned N/A
Ontario, California 61,000 Leased 2003
Santa Ana, California 27,000 Leased 1995
Upper Sandusky, Ohio 40,000 Leased 1996
Lake Wales, Florida 8,000 Leased 1995
Sacramento, California 53,000 Leased 2002
Nazareth, Pennsylvania 32,000 Leased 1996
Romiley, England 12,000 Leased Less than 1 year
Romiley, England 53,000 Leased 2006
Warehouse and other:
Sandweiler, Luxembourg 7,000 Leased Less than 1 year
Columbus, Ohio (storage) 32,000 Owned N/A
LaMirada, California 34,000 Leased 1999
The Company believes that its properties, plant, and equipment are all in good
operating condition and are adequate for its expected needs. Certain of the
leases contain renewal options which the Company expects to exercise to
maintain its operations at the facilities.
4
5
Item 3. Legal Proceedings:
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders:
Not applicable
Executive Officers of the Registrant:
-------------------------------------
The names, ages, and positions of all of the executive officers of Liqui-Box,
as of February 28, 1995, are listed below along with their business experience
during the past five years. Executive officers are appointed annually by the
Board of Directors at the annual meeting of directors immediately following the
annual meeting of shareholders. There are no arrangements or understandings
between any executive officer and any other person pursuant to which the
executive officer was selected.
Name Age Title
---- --- -----
Samuel B. Davis (1) 53 Chairman of the Board, Chief Executive
Officer, President, Treasurer and Director
Robert S. Hamilton (2) 66 Vice Chairman of the Board and Director
Peter J. Linn (3) 53 Secretary, Senior Vice President and Director
John A. Maginnis (4) 42 Vice President, Sales and Director
<FN>
(1) Samuel B. Davis has been Chairman of the Board, Chief Executive Officer and Treasurer since August, 1982.
Mr. Davis became President in September, 1991 upon the retirement of Robert S. Hamilton.
(2) Robert S. Hamilton was President and Chief Operating Officer from April, 1984 to September, 1991 with a
period of retirement from January, 1990 to May, 1990. Mr. Hamilton retired in September, 1991. In July, 1989,
Mr. Hamilton became Vice Chairman of the Board.
(3) Peter J. Linn has been Senior Vice President since February, 1994. From January, 1983 to February, 1994,
he held the position of Executive Vice President. In April, 1990, Mr. Linn became Secretary.
(4) John A. Maginnis has been Vice President, Sales since April, 1991. From April, 1990 to April, 1991, Mr. Maginnis
was a consultant, and from 1989 to April, 1990, he was Vice President of Sales and Marketing for CMS Gilbreth Packaging
Systems, a subsidiary of Culbro Corporation.
5
6
PART II
Pages
--------------
The following items are incorporated herein by reference
from the indicated pages of the 1994 Annual Report:
Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters 3
Item 6. Selected Financial Data 3
Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operation 16-17
Item 8. Financial Statements and Supplementary Data 18-31
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure N/A
PART III
The following items are incorporated herein by reference from
the indicated pages of the Registrant's definitive Proxy
Statement for its 1995 Annual Meeting filed pursuant to
Regulation 14A of the Securities Exchange Act of 1934.
Item 10. Directors and Executive Officers of the Registrant 4
In addition, certain information concerning the
executive officers of the Registrant called for in
this Item 10 is set forth in the portion of Part I
of this Annual Report on Form 10-K, entitled
"Executive Officers of the Registrant". The
Registrant is not required to make any disclosure
pursuant to Item 405 of Regulation S-K.
Item 11. Executive Compensation 7 - 10
Neither the Report of the Board of Directors and
Stock Option Committee on executive compensation,
nor the performance graph included in the Registrant's
definitive Proxy Statement for its 1995 Annual
Meeting, are incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners 2 - 3
and Management
Item 13. Certain Relationships and Related Transactions 11
6
7
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K:
(a) (1) The following consolidated financial statements of
Liqui-Box Corporation and Subsidiaries, included in
the Registrant's 1994 Annual Report, are incorporated
by reference in Item 8 and filed as Exhibit 13 to
this report. The page numbers indicate the location
of the consolidated financial statements in the
Registrant's 1994 Annual Report.
Consolidated Balance Sheets
--December 31, 1994 and January 1, 1994 18-19
Consolidated Statements of Income
--Fifty-two weeks ended December 31, 1994,
Fifty-two weeks ended January 1, 1994 and
Fifty-two weeks ended January 2, 1993 20
Consolidated Statements of Cash Flows
--Fifty-two weeks ended December 31, 1994,
Fifty-two weeks ended January 1, 1994 and
Fifty-two weeks ended January 2, 1993 21
Consolidated Statements of Stockholders' Equity
--Fifty-two weeks ended December 31, 1994,
Fifty-two weeks ended January 1, 1994 and
Fifty-two weeks ended January 2, 1993 22-23
Notes to Consolidated Financial Statements 24-30
Report of Independent Auditors 31
(a) (2) The following consolidated financial statement schedules
of Liqui-Box Corporation and Subsidiaries are included
in Item 14(d). The page number indicates the location
in this Form 10-K.
II - Valuation and Qualifying Accounts 10
Schedules other than those listed above are omitted because they are not
required or are not applicable.
7
8
Item 14. (continued)
(a) (3) Listing of Exhibits - The following exhibits are included in Item 14(c). The page number indicates
the location of the exhibit in this Form 10-K.
Exhibit No. Description Pages
-----------------------------------------------------------------------------------------------------------------------------
3A Articles of Incorporation of the Registrant at October 2, 1984 are incorporated by reference to
the Registrant's Form 8 filed with the Securities and Exchange Commission, dated October 2, 1984
(Exhibit 3A)(File number 0-8514). N/A
3A (1) Amendments to Articles of Incorporation adopted April 21, 1986 are incorporated by reference to
the Registrant's 1986 Form 10-K filed with the Securities and Exchange Commission (Exhibit 3A(1))
(File number 0-8514). N/A
3A (2) Amendments to Articles of Incorporation adopted April 26,1990 are incorporated by reference to the
Registrant's Form 10-Q for the Fiscal Quarter ended June 30, 1990 filed with the Securities and
Exchange Commission ( Exhibit 19(c)) (File number 0-8514). N/A
3B Code of Regulations of the Registrant at October 2, 1984 are incorporated by reference to the
Registrant's Form 8 filed with the Securities and Exchange Commission, dated October 2, 1984
(Exhibit 3B)(File number 0-8514). N/A
3B (1) Amendments to Code of Regulations adopted April 21, 1986 are incorporated by reference to the
Registrant's 1986 Form 10-K filed with the Securities and Exchange Commission (Exhibit 3B(1))
(File number 0-8514). N/A
10A-E EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
-----------------------------------------------------------------------------------------------------------------------------
10A 1990 Liqui-Box Stock Option Plan is incorporated by reference to the Registrant's Form 10-Q
for the Fiscal Quarter ended June 30, 1990 filed with the Securities and Exchange Commission
( Exhibit 19(a))(File number 0-8514). N/A
10B Officers' Loan Program - Form of Unsecured Installment Loans is incorporated by reference to
the Registrant's Form 8 filed with the Securities and Exchange Commission, dated October 2,
1984 ( Exhibit 10D)(File number 0-8514) N/A
10C 1982 Incentive Stock Option Plan is incorporated by reference to the Registrant's Form S-8
Registration Statement No. 2-91916, filed with the Securities and Exchange Commission on
June 27, 1984. N/A
10D Note Payable to Director of the Registrant dated May 15, 1990 is incorporated by reference
to the Registrant's Form 10-Q for the Fiscal Quarter ended June 30, 1990 filed with the
Securities and Exchange Commission ( Exhibit 19(b))(File number 0-8514). N/A
10E Summary of Profit Participation Program is incorporated by reference to the Registrant's
Form 10-K for the fiscal year ended January 2, 1993 filed with the Securities and Exchange
Commission (Exhibit 10E) (File number 0-8514). N/A
11 Computation of Per Share Earnings 13
13 Annual Report to Shareholders for the fiscal year ended December 31, 1994 14
21 Subsidiaries of the Registrant 32
23 Consent of Independent Auditors 33
24 Powers of Attorney 34-39
27 Financial Data Schedule 40
8
9
Item 14. (continued)
(b) No report on Form 8-K was filed during the fourteen weeks
ended December 31, 1994. N/A
(c) Exhibits filed with this Annual Report on Form 10-K are
attached hereto.
See Index to Exhibits at page 53.
(d) Financial Statement Schedules -- See Item 14.(a)(2)
9
10
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(amounts rounded to the nearest thousand dollars)
LIQUI-BOX CORPORATION AND SUBSIDIARIES
Column A Column B Column C Column D Column E
Additions
-------------------------
Balance at Charged to Charged Balance at
Beginning Costs and to Other End of
Description of Period Expenses Accounts Deductions (1) Period
----------- --------- -------- -------- -------------- ------
Reserves
deducted from
assets:
Fifty-two
weeks ended
December 31,
1994:
Allowance for
doubtful
accounts $635,000 $580,000 $621,000 $594,000
Fifty-two
weeks ended
January 1, 1994:
Allowance for
doubtful
accounts $566,000 $231,000 $162,000 $635,000
Fifty-two
weeks ended
January 2, 1993:
Allowance for
doubtful
accounts $567,000 $450,000 $451,000 $566,000
<FN>
(1) Uncollectible accounts written off, net of recoveries.
10
11
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.
LIQUI-BOX CORPORATION
3/29/95 * Samuel B. Davis
Date: __________________________________ By:_________________________________
Samuel B. Davis
Chairman of the Board, Chief Executive Officer,
President, Treasurer and Director
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.
3/29/95 * Samuel B. Davis
Date: __________________________________ By:_________________________________
Samuel B. Davis
Chairman of the Board, Chief Executive Officer,
President, Treasurer and Director
(Principal Executive and Financial Officer)
3/29/95 * Jeanette A. Davis
Date: __________________________________ By:_________________________________
Jeanette A. Davis
Director
3/29/95 * Robert S. Hamilton
Date: __________________________________ By:_________________________________
Robert S. Hamilton
Vice Chairman and Director
3/29/95 /S/ Peter J. Linn
Date: __________________________________ By:_________________________________
Peter J. Linn
Secretary, Senior Vice President and Director
(Principal Accounting Officer)
3/29/95 * Carl J. Aschinger, Jr.
Date: __________________________________ By:_________________________________
Carl J. Aschinger, Jr. Director
3/29/95 * John A. Maginnis
Date: __________________________________ By:_________________________________
John A. Maginnis
Director
-------------------------------------------------
3/29/95 /S/ Peter J. Linn
Date: __________________________________ *By:_________________________________
Peter J. Linn
Attorney in Fact
11
12
Index to Exhibits
The following exhibits are included in Item 14(c). The page numbers
indicate the location of the exhibit in this Form 10-K.
Exhibit No. Description Pages
-------------------------------------------------------------------------------------------------------
3A Articles of Incorporation of the Registrant at October 2, 1984 are incorporated by
reference to the Registrant's Form 8 filed with the Securities and Exchange
Commission, dated October 2, 1984 (Exhibit 3A)(File number 0-8514). N/A
3A(1) Amendments to Articles of Incorporation adopted April 21, 1986 are incorporated by
reference to the Registrant's 1986 Form 10-K filed with the Securities and Exchange
Commission (Exhibit 3A(1))(File number 0-8514). N/A
3A(2) Amendments to Articles of Incorporation adopted April 26,1990 are incorporated by
reference to the Registrant's Form 10-Q for the Fiscal Quarter ended June 30, 1990 filed
with the Securities and Exchange Commission ( Exhibit 19(c))(File number 0-8514). N/A
3B Code of Regulations of the Registrant at October 2, 1984 are incorporated by reference
to the Registrant's Form 8 filed with the Securities and Exchange Commission, dated
October 2, 1984 (Exhibit 3B)(File number 0-8514). N/A
3B(1) Amendments to Code of Regulations adopted April 21, 1986 are incorporated by
reference to the Registrant's 1986 Form 10-K filed with the Securities and Exchange
Commission (Exhibit 3B(1))(File number 0-8514). N/A
10A 1990 Liqui-Box Stock Option Plan is incorporated by reference to the Registrant's
Form 10-Q for the Fiscal Quarter ended June 30, 1990 filed with the Securities and
Exchange Commission (Exhibit 19(a))(File number 0-8514). N/A
10B Officers' Loan Program - Form of Unsecured Installment Loans is incorporated by
reference to the Registrant's Form 8 filed with the Securities and Exchange
Commission, dated October 2, 1984 (Exhibit 10 D)(File number 0-8514). N/A
10C 1982 Incentive Stock Option Plan is incorporated by reference to the Registrant's
Form S-8 Registration Statement No. 2-91916, filed with the Securities and Exchange
Commission on June 27, 1984. N/A
10D Note Payable to Director of the Registrant dated May 15, 1990 is incorporated by
reference to the Registrant's Form 10-Q for the Fiscal Quarter ended June 30, 1990 filed
with the Securities and Exchange Commission ( Exhibit 19(b))(File number 0-8514). N/A
10E Summary of Profit Participation Program is incorporated by reference to the Registrant's
Form 10-K for the fiscal year ended January 2, 1993 filed with the Securities and
Exchange Commission (Exhibit 10 E) (File number 0-8514). N/A
11 Computation of Per Share Earnings 13
13 Annual Report to Shareholders for the fiscal year ended December 31, 1994 14
21 Subsidiaries of the Registrant 32
23 Consent of Independent Auditors 33
24 Powers of Attorney 34-39
27 Financial Data Schedule 40
12