1
[DANA CORP. LOGO]
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1996 Commission file number 1-1063
- ------------------------------------------- ------
DANA CORPORATION
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(Exact name of registrant as specified in its charter)
Virginia 34-4361040
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
4500 Dorr Street, Toledo Ohio 43615
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (419)535-4500
------------------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
- ------------------------------------ -----------------------------------------
Common Stock of $1 par value New York, Pacific, London Stock Exchanges
Securities registered pursuant to Section 12(g) of the Act:
None
-----------------------------------------
(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.___
The aggregate market value of the voting stock held by non-affiliates of the
registrant at February 13, 1997, was approximately $3,261,950,300.
--------------
The number of shares of registrant's Common Stock, $1 Par Value, outstanding at
February 13, 1997, was 103,144,673 shares.
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DOCUMENTS INCORPORATED BY REFERENCE
Document Where Incorporated
- -------------------------------------------- -----------------------------
1. Proxy Statement dated February 28, 1997 Part III (Items 10, 11,12,13)
for Annual Meeting of Shareholders
to be held on April 2, 1997.
Part I (Item 1)
2. Annual Report to Shareholders Part II (Items 5, 6, 7, 8)
for year ended December 31, 1996. Part IV (Item 14)
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The Exhibit Index is located at pages 24-27 of the sequential numbering system.
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2
INDEX
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DANA CORPORATION - FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 1996
10-K Pages
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Cover 1
Index 2
Part I
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Item 1 - Business 3-10
-----------------
Geographical Areas, Markets, Customer Dependence,
Products, Material Source and Supply, Seasonality, Backlog,
Competition, Strategy, Patents and Trademarks, Research
and Development, Employment, Environmental
Compliance, Subsequent Events, and Executive Officers
of the Registrant
Item 2 - Properties 11
-------------------
Item 3 - Legal Proceedings 11
--------------------------
Item 4 - Submission of Matters to a Vote of
-------------------------------------------
Security Holders 11
----------------
Part II
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Item 5 - Market for Registrant's Common Equity and
--------------------------------------------------
Related Stockholder Matters 12
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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 12
-----------------------------------
Part III
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Item 10 - Directors and Executive Officers of the
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Registrant 13
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Item 11 - Executive Compensation 13
--------------------------------
Item 12 - Security Ownership of Certain Beneficial
--------------------------------------------------
Owners and Management 13
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Item 13 - Certain Relationships and Related Transactions 13
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Part IV
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Item 14 - Exhibits, Financial Statement Schedules,
--------------------------------------------------
and Reports on Form 8-K 14-27
-----------------------
(a)(1) Financial Statements
(2) Financial Statement Schedules
(3) Exhibits
(b) Reports on Form 8-K
Signatures 28-29
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PART I
ITEM 1 - BUSINESS
- -----------------
Dana Corporation, incorporated in 1905, is a global leader in
engineering, manufacturing and marketing of products and systems for the
worldwide vehicular, industrial and off-highway original equipment (OE) markets
and is a major supplier to the related aftermarkets (also called "distribution,"
"service parts" or "replacement parts" markets). Dana also wholly owns Dana
Credit Corporation (DCC), a provider of lease financing services in certain
markets.
Dana's Vehicular segment is comprised of components and parts used on
light, medium and heavy trucks, sport utility vehicles, trailers, vans and
automobiles. The Company's products include components for drivetrain systems,
such as axles, driveshafts, clutches and transmissions; engine parts, such as
gaskets and sealing systems, piston rings, and filtration products; structural
components, such as vehicular frames, engine cradles and rails; chassis
products, such as steering and suspension components. In 1996, sales from this
segment accounted for 80% of Dana's sales.
The Company's Industrial segment products are used in off-highway
vehicle and stationary equipment applications. These products include components
for industrial power transmission products, such as electrical and mechanical
brakes and clutches, drives and motion control devices; fluid power systems,
such as pumps, cylinders and control valves. Sales from this segment amounted to
20% of the Company's 1996 sales.
Dana's Lease Financing segment is almost exclusively comprised of the
operations of DCC which offer lease financing services in the form of capital
markets specialized lease transactions worldwide and customized equipment
financing programs in the U.S., Canada, the United Kingdom and continental
Europe. The revenue derived from such services is included in Revenue from Lease
Financing and Other Income in Dana's financial statements and is not considered
a component of net sales.
"Note 16. Business Segments" at pages 34 - 36 of Dana's 1996 Annual
Report is incorporated herein by reference.
GEOGRAPHICAL AREAS
- ------------------
To serve its global markets, Dana has established regional operating
organizations in North America, Europe, South America and Asia Pacific, each
with management responsibility for its specific geographic markets. The
Company's operations are located in the following twenty-nine countries:
North America Europe South America Asia Pacific
------------- ------ ------------- ------------
Canada Austria Portugal Argentina Australia Malaysia
Mexico France Spain Brazil China Singapore
United States Germany Sweden Colombia Hong Kong Taiwan
India Switzerland Uruguay Japan Thailand
Italy United Kingdom Venezuela Korea New Zealand
Netherlands
Dana's international subsidiaries and affiliates manufacture and sell a
number of vehicular and industrial products which are similar to those produced
by Dana in the United States (U.S.). In addition to normal business risks,
operations outside the U.S. are subject to other risks including, among others,
changing political, economic and social environments, changing governmental laws
and regulations, and currency revaluations and market fluctuations.
Consolidated international sales were $2.2 billion, or 28% of the
Company's 1996 sales. Including U.S. exports of $676 million, international
sales accounted for 37% of 1996 consolidated sales. International operating
income was $135 million, or 19% of consolidated 1996 operating income. In
addition, there was $11 million of equity in earnings from international
affiliates in 1996.
"Business Segments" by geographic areas at page 36 of Dana's 1996
Annual Report and "Note 6. International Operations" at page 30 of Dana's 1996
Annual Report are incorporated herein by reference.
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MARKETS
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During the past three years, Dana's sales to Vehicular and Industrial
original equipment manufacturers (OEM) and service parts markets were as
follows:
Market Analysis by Business Segment*
Percentage of Consolidated Sales
--------------------------------
1994 1995 1996
---- ---- ----
Vehicular Products -
OE Manufacturers 56% 58% 58%
Service Parts 24% 22% 22%
--- --- ---
Total 80% 80% 80%
Industrial Products -
OE Manufacturers 10% 10% 10%
Service parts 10% 10% 10%
--- --- ---
Total 20% 20% 20%
<FN>
*Note: End use of products is not always identifiable but these are reasonable estimates derived from expected customer usages.
Sales in the Lease Financing segment consisted of real estate sales and
did not exceed 1% of consolidated sales for 1994, 1995 or 1996. Lease financing
revenues (amounting to less than 5% of Dana's consolidated 1996 total revenues)
have been excluded from this market analysis.
CUSTOMER DEPENDENCE
- -------------------
The Company has thousands of customers around the world and has
developed long-standing business relationships with many of these customers. The
Company's attention to cost, as well as quality, delivery and service, has been
recognized by numerous customers who have awarded the Company supplier quality
awards. Ford Motor Company (Ford) and Chrysler Corporation (Chrysler) were the
only customers accounting for more than 10% of the Company's consolidated sales
in 1996. The Company has been supplying product to Ford, Chrysler and their
subsidiaries for many years. Sales to Ford, as a percentage of the Company's
sales, were 16%, 17% and 16% in 1994, 1995 and 1996, respectively. Sales to
Chrysler, as a percentage of sales, were 12%, 13% and 14% in 1994, 1995 and
1996, respectively. Loss of all or a substantial portion of the Company's sales
to Ford, Chrysler or other large volume customers, would have a significant
adverse effect on the Company's financial results until this lost sales volume
could be replaced. This event is considered unlikely in the ordinary course of
business and would most likely occur only in the event of a major business
interruption such as a prolonged strike at one of the Company's customers.
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PRODUCTS
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The major groups of products within the Vehicular segment are as
follows:
Major Product Groups - Vehicular Segment
Percentage of Consolidated Sales
-----------------------------------------
1994 1995 1996
---- ---- ----
Types of Products
- -----------------
Front and rear axles for highway
vehicles, primarily trucks 29% 30% 30%
Engine parts and accessories for
highway vehicles, primarily trucks, such
as gaskets,seals, piston rings and filters 14% 13% 12%
Driveshafts and universal joints for
highway vehicles, primarily trucks 11% 10% 11%
Frames and other structural components
for highway vehicles, primarily trucks 8% 8% 9%
Other Vehicular products 18% 19% 18%
--- --- ---
Total 80% 80% 80%
No product or product group within the Industrial or Lease Financing
segments exceeded 10% of consolidated sales during these periods.
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MATERIAL SOURCE AND SUPPLY
- --------------------------
Most raw materials (such as steel) and semi-processed or finished items
(such as forgings and castings) are purchased from capable long-term suppliers
within the geographic regions of the Dana operating units. Generally, the
Company does not rely on any one supplier for these materials, which are for the
most part available from numerous sources in quantities need by the Company.
Temporary shortages of a particular material or part occasionally occur, but the
overall availability of materials is not considered to be a problem by the
Company.
SEASONALITY
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Dana's businesses are not considered to be seasonal, but the OE
vehicular businesses are closely related to the vehicle manufacturers'
production schedules.
BACKLOG
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The majority of Dana's products are not on a backlog status. They are
produced from readily available materials such as steel and have a relatively
short manufacturing cycle. Each operating unit of the company maintains its own
inventories and production schedules. Many of Dana's products are available from
more than one facility. Production capacity is adequate to handle current
requirements and will be expanded to handle anticipated growth in certain
product lines.
COMPETITION
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In its Vehicular and Industrial segments, the Company competes
worldwide with a number of other manufacturers and distributors which produce
and sell similar products. These competitors include vertically-integrated units
of the Company's major vehicular OE customers and a number of independent U.S.
and international suppliers. The Company's traditional U.S. OE customers, in
response to substantial international competition in the past few years, have
expanded their worldwide sourcing of components while reducing their overall
number of suppliers. The Company has established operations in several regions
of the world to enable Dana to be a strong global supplier of its core products.
In the Lease Financing segment, the Company's primary focus is on
leasing activities. The Company's competitors include national and regional
leasing and finance organizations.
STRATEGY
- --------
The Company is actively pursuing two broad strategies, focused around
Dana's eight core businesses: axles, driveshafts, structural components, sealing
products, filtration products, engine products, industrial products and leasing.
The first strategy is to significantly reduce the effects of the
economic cycle by diversifying the Company's products and reducing its
dependence on highway vehicle OE production. Dana's long-term goal is to obtain
50% of sales from highway vehicle OEM customers and 50% from distribution,
off-highway, service and industrial markets. In 1996, sales from highway vehicle
OEM customers were 58% of Dana's total, while distribution, off-highway, service
and industrial sales were 42%. The Company continues to seek expansion in its
off-highway and distribution businesses by increasing market penetration and
broadening its product offerings through internal growth and acquisition.
The second strategy focuses on the Company obtaining a balance between
U.S. and international sales. Dana has well-defined regional organizations in
North America, South America, Europe and Asia Pacific in support of this
initiative to effectively compete in world markets. In 1996, international
sales, including exports from the U.S., totaled 37% of consolidated sales. The
Company's long-term goal is to derive 50% of its sales (including exports) from
customers outside the U.S. Although this strategy is subject to certain risks,
the Company believes broadening its sales base will enable it to offset effects
of economic downturns in specific countries, source materials from the areas of
the world which offer the lowest cost, and provide access to markets which have
the greatest growth potential. To accomplish this objective, the Company is
focusing on meeting OE customers' needs in each of the local markets in which
those customers operate, both through exports and by locating manufacturing or
assembly facilities in markets where key OE customers have assembly plants.
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PATENTS AND TRADEMARKS
- ----------------------
Dana's proprietary drivetrain, engine parts, chassis, structural
components, fluid power systems, and industrial power transmission product lines
have strong identities in the Vehicular and Industrial markets which Dana
serves. Throughout these product lines, Dana also owns or is licensed to
manufacture and sell its products under a number of patents and licenses. These
patents and licenses have been obtained over a period of years and expire at
various times. Dana considers each of them to be of value and aggressively
protects its rights throughout the world against infringement. Because the
Company is involved with many product lines, the loss or expiration of any
particular patent or license would not materially affect the sales and profits
of the company.
Dana owns numerous trademarks which are registered in many countries
enabling Dana to market its products worldwide. The "Dana," "Spicer," "Parish,"
"Perfect Circle," Victor Reinz," "Wix," "Weatherhead," "Warner Electric" and
"Gresen" trademarks, among others, are widely recognized in their respective
industries.
RESEARCH AND DEVELOPMENT
- ------------------------
Dana's facilities engage in engineering, research and development, and
quality control activities to improve the reliability, performance and
cost-effectiveness of Dana's existing Vehicular and Industrial products and to
design and develop new products for both existing and anticipated applications.
The Company employs advanced technology and methods to achieve these
improvements. To promote efficiency and reduce development costs, Dana's
research and engineering people work closely with OE manufacturing customers on
special product and systems designs. Dana's consolidated worldwide expenditures
for engineering, research and development, and quality control programs were
$138 million in 1994, $149 million in 1995 and $164 million in 1996.
EMPLOYMENT
- ----------
Dana's worldwide employment (including consolidated subsidiaries) was
approximately 46,100 at December 31, 1996.
ENVIRONMENTAL COMPLIANCE
- ------------------------
The Company makes capital expenditures in the normal course of
business, as necessary to ensure that its facilities are in compliance with
applicable environmental laws and regulations. Costs of environmental compliance
did not have a materially adverse effect on the Company's capital expenditures,
earnings or competitive position in 1996, and the Company currently does not
anticipate future environmental compliance costs will be material. "Note 1.
Summary of Significant Accounting Policies - Environmental Compliance and
Remediation" on page 28 of Dana's 1996 Annual Report is incorporated herein by
reference.
SUBSEQUENT EVENTS
- -----------------
On February 27, 1997, the Company signed an agreement to sell its
warehouse distribution operations in the United Kingdom, the Netherlands and
Portugal to U.K.-based Partco Group plc for pound sterling 103 million (U.S.
$168 million). The 1996 sales of these operations were $315 million. The
closing, subject to approval of Partco's shareholders, is anticipated by the end
of March. The sale will result in an after-tax gain of approximately $47 million
to Dana (46 cents per share). The operations included in the sale encompass 135
Brown Brothers distribution facilities in the United Kingdom, Dana Distribution
B.V. (Holland), and Europecas S.A. (Portugal).
In February 1997, Dana initiated a rationalization plan at its Perfect
Circle Europe operations in France. Under the plan, the Company expects to sell
its piston manufacturing facility and its owned warehouse operation, reorganize
its piston ring manufacturing operations, and downsize and relocate its division
office. When the rationalization plan has been finalized, the Company expects
the resulting charges to be approximately $36 million (35 cents per share). It
is anticipated that the charges will be recognized during the first and second
quarters of 1997.
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EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------
The executive officers of the Company and their ages, present positions
and other positions within the past five years are as follows. Unless otherwise
indicated, all positions are with Dana. Hayes - Dana Inc., formerly a
majority-owned subsidiary of Dana, is now a wholly-owned subsidiary and has been
renamed Dana Canada Inc. Albarus S.A. is a majority owned Brazilian subsidiary
of Dana. Plumley Companies, Inc., formerly a wholly-owned subsidiary of Dana, is
now a Dana division and has been renamed Plumley Division. The first six
executive officers listed below are the members of Dana's Policy Committee.
Present
Name Position(s) with Other Positions During
and Age the Registrant the Past Five Years
- ------- -------------- -------------------
S.J. Morcott Chairman of the Board of President of Dana from 1986-95;
(58) Directors since 1990; Chief Dana Director since 1985;
Executive Officer since 1989 Chairman of the Board of Hayes-
and Chief Operating Officer Dana Inc., 1987-95
since 1986
J.M. Magliochetti Director and President - Dana North American
(54) President since 1996 Operations, 1992-95
C.H. Hirsch President - Dana International None
(62) since 1996; Executive
Vice President since 1991
J.S. Simpson Chief Financial Officer since President - Dana Asia Pacific
(56) January, 1997; Operations, 1992-95
Vice President of Finance and
Treasurer since 1996
W.J. Carroll President - Diversified Products Vice President and
(52) and Distribution since General Manager - Aftermarket
1996; President - Product Division, 1987-93
Dana Distribution Service Group
since 1995; President - DTF
Trucking since 1985; President -
Dana Canada Inc. since 1993 and
Chairman of the Board since 1995
M.A. Franklin, III President - Dana Europe Vice President and General
(49) since 1993 Manager - Spicer Clutch Division,
1991-93
B.N. Cole President - Spicer Off-Highway President - Parish Structural
(54) Components Group since Components Group, 1995-96;
February 1997 Vice President - Heavy Vehicle - Dana
North American Operations, 1991-95
C.J. Eterovic President - Dana South America Vice President - Dana South
(62) since 1993 American Operations, 1992-93
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EXECUTIVE OFFICERS OF THE REGISTRANT (Continued)
- ------------------------------------------------
Present
Name Position(s) with Other Positions During
and Age the Registrant the Past Five Years
- ------- -------------- -------------------
H.E. Ferreira Group Vice President - Group Vice President -
(57) Engine Products since 1996 Perfect Circle Engine Products Group,
1995-96; Vice President, Mercosur - Dana
South America, 1994-95; Chairman-
Administration Council of Albarus S.A.,
1992-94
R.B. Forde Group Vice President - Wix Vice President and General Manager -
(60) Filtration Products Group Wix Division, 1987-95
since 1995
M. F. Greene Group Vice President- Vice President and General Manager-
(48) Parish Structural Components Parish Light Vehicle Structures Division,
Group since March 1997 1993-97; Vice President and General
Manager-Parish Division, 1991-93
F. J. Hawes Controller, North American Vice President and Corporate Controller -
(50) Operations since 1996 Dana Canada, Inc., 1995-96; Corporate
Controller - Hayes-Dana, Inc., 1992-95
C.F. Heine President - Dana Asia Pacific Vice President of Asia Pacific
(44) since 1996 Operations, 1995; General Manager -
Spicer Off-Highway Axle Division,
1993-94; Plant Manager - Spicer
Driveshaft Division, 1991-93
C.W. Hinde Vice President and Chief None
(58) Accounting Officer since 1992;
Assistant Treasurer
since 1986
J.M. Laisure Group Vice President - Vice President and General Manager -
(45) Spicer Modular Systems Spicer Transmission Division, 1991-94
Group since 1994
C.J. McNamara President - Victor Reinz Sealing Vice President - Automotive -
(58) Products Group since 1995 Dana North American Operations,
1993-95
E. Mendoza Chairman - Spicer S.A. General Director - Spicer S.A., 1981-93
(59) since 1994
W.L. Myers President - Spicer Driveshaft Vice President and General Manager-
(56) Group since 1995 Spicer Driveshaft Division, 1986-95
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EXECUTIVE OFFICERS OF THE REGISTRANT (Continued)
- ------------------------------------------------
Present
Name Position(s) with Other Positions During
and Age the Registrant the Past Five Years
- ------- -------------- -------------------
M.A. Plumley Group Vice President - Dana General Manager - Plumley Companies,
(46) Industrial since 1996 1995-96; Chairman and Chief Executive
Officer - Plumley Companies, 1988-95
J.H. Reed President - Spicer Axle Group President - Light Truck - Dana North
(64) since 1995 American Operations, 1995;
Vice President - Light Vehicle -
Dana North American Operations,
1992-95; President and General
Manager - Spicer Axle Division, 1991-95
A.J. Shelbourn Group Vice President - Dana Vice President and General Manager-
(51) Distribution, North American Dana Distribution U.K., 1994-96;
Operations since 1996 General Manager - Dana Distribution
U.K., 1991-94
E.J. Shultz Chairman and President - Dana President - Lease Financing, 1994-95;
(52) Credit Corporation since 1995 President - Financial Services, 1990-94
M.J. Strobel Vice President since 1976; None
(56) General Counsel since 1970;
and Secretary since 1982
J.H. Woodward, Jr. Vice President and Corporate Controller - Dana North American
(44) Controller since 1996 Operations, 1994-96;
Division Controller - Spicer Heavy
Axle and Brake Division, 1992-94
None of the above officers has a family relationship with any other
officer or with any director of Dana. There are no arrangements or
understandings between any of the above officers and any other person pursuant
to which he was elected an officer of Dana. Officers are elected annually at the
first meeting of the Board of Directors after the Annual Meeting of
Shareholders.
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ITEM 2 - PROPERTIES
- -------------------
Dana owns the majority of the manufacturing facilities and the larger
distribution facilities for its Vehicular and Industrial products. Several
manufacturing facilities and many of the Company's smaller distribution outlets,
service branches, and offices are leased. The facilities, in general, are
well-maintained and adapted to the operations for which they are being used, and
their productive capacity is adjusted and expanded as required by market and
customer growth.
On a geographic basis, Dana's facilities (including those of
consolidated subsidiaries and affiliates) are located as follows:
Dana Facilities by Geographic Region
------------------------------------
Type of North South Asia
Facility America Europe America Pacific Total
- -------- ------- ------ ------- ------- -----
Manufacturing 110 52 18 6 186
Distribution 46 161 14 35 256
Service Branches, Offices 56 8 3 12 79
--- --- -- -- ---
Total 212 221 35 53 521
=== === == == ===
ITEM 3 - LEGAL PROCEEDINGS
- --------------------------
The Company and its consolidated subsidiaries are parties to various
pending judicial and administrative proceedings arising in the ordinary course
of business. The Company's management and legal counsel have reviewed the
probable outcome of these proceedings, the costs and expenses reasonably
expected to be incurred, the availability and limits of the Company's insurance
coverage, and the Company's established reserves for uninsured liabilities.
While the outcome of the pending proceedings cannot be predicted with certainty,
based on its review, management believes that any liabilities that may result
are not reasonably likely to have a material effect on the Company's liquidity,
financial condition or results of operations.
Under the rules of the Securities and Exchange Commission, certain
environmental proceedings are not deemed to be ordinary routine proceedings
incidental to the Company's business and are required to be reported in the
Company's annual and/or quarterly reports. The Company is not currently a party
to any such proceedings.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
- None -
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PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
- ------------------------------------------------------------------------------
Dana's common stock is listed on the New York, Pacific, and London
Stock Exchanges. On February 13, 1997, there were 32,456 shareholders of record.
Dividends have been paid on the common stock every year since 1936.
Quarterly dividends have been paid since 1942.
"Additional Information - Shareholders' Investment" at page 50 of
Dana's 1996 Annual Report is incorporated herein by reference.
ITEM 6 - SELECTED FINANCIAL DATA
- --------------------------------
"Eleven Year History - Financial Highlights" at page 51 of Dana's 1996
Annual Report is incorporated herein by reference.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- --------------------------------------------------------------------------------
OF OPERATIONS
- -------------
"Management's Discussion and Analysis of Results" at pages 40-44 of
Dana's 1996 Annual Report is incorporated herein by reference.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ----------------------------------------------------
The financial statements, together with the report thereon of Price
Waterhouse LLP dated January 21, 1997, at pages 22-40 of Dana's 1996 Annual
Report and "Unaudited Quarterly Financial Information" at page 50 of Dana's 1996
Annual Report are incorporated herein by reference.
On February 27, 1997, the Company announced that it had agreed to sell
its European distribution operations and initiated a rationalization plan at its
Perfect Circle Europe operations in France. See page 7 "Subsequent Events" for
additional comments.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- ------------------------------------------------------------------------
FINANCIAL DISCLOSURE
- --------------------
- None -
12
13
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------------------------------
Information regarding Dana's directors and executive officers is set
out in Part I, Item 1 of this Form 10-K and in Dana's Proxy Statement dated
February 28, 1997, for the Annual Meeting of Shareholders to be held on April 2,
1997 (the "1997 Proxy Statement"). "Election of Directors" and "Section 16(a)
Beneficial Ownership Reporting Compliance" from the 1997 Proxy Statement are
incorporated herein by reference.
ITEM 11 - EXECUTIVE COMPENSATION
- --------------------------------
"The Board and its Committees - Compensation," "Executive
Compensation," "Compensation Committee Report on Executive Compensation," and
"Comparison of Five-Year Cumulative Total Return" from Dana's 1997 Proxy
Statement are incorporated herein by reference.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- ------------------------------------------------------------------------
"Stock Ownership" from Dana's 1997 Proxy Statement is incorporated
herein by reference.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------
"Other Transactions" and "Transactions With Management" from Dana's
1997 Proxy Statement are incorporated herein by reference.
13
14
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- --------------------------------------------------------------------------
Page in
(a) The following documents are incorporated by reference and Annual Report
filed as part of this report: -------------
(1) Financial Statements:
--------------------
Report of Independent Accountants 22
Consolidated Statement of Income for each of the three years 23
in the period ended December 31, 1996
Consolidated Balance Sheet at December 31, 1995 and 1996 24
Consolidated Statement of Cash Flows for each of the three
years in the period ended December 31, 1996 25
Consolidated Statement of Shareholders' Equity for each of the
three years in the period ended December 31, 1996 26
Notes to Financial Statements 27 - 40
Unaudited Quarterly Financial Information 50
Page in
Form 10-K
---------
(2) Financial Statement Schedules:
-----------------------------
Report of Independent Accountants on Financial Statement
Schedule for the three years ended December 31, 1996 15
Valuation and Qualifying Accounts and Reserves (Schedule II) 16 - 19
Supplementary Information - Stock Plans 20 - 22
Supplementary Information - Commitments and Contingencies 23
All other schedules are omitted because they are not
applicable or the required information is shown in the
financial statements or notes thereto.
(3) Exhibits - The Exhibits listed in the "Exhibit Index" are
filed as part of this report. 24 - 27
(b) Reports on Form 8-K
-------------------
The Company filed a Current Report on Form 8-K on December 23,
1996, to report that it had signed an agreement to acquire the
business of Clark-Hurth Components, a unit of Ingersoll-Rand
Company.
14
15
Report of Independent Accountants on
Financial Statement Schedule
To the Board of Directors
of Dana Corporation
Our audits of the consolidated financial statements referred to in our report
dated January 21, 1997 appearing on page 22 of the 1996 Annual Report to
Shareholders of Dana Corporation (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of Financial Statement Schedule II appearing on pages 16
through 19 of this Form 10-K. In our opinion, this Financial Statement Schedule
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.
PRICE WATERHOUSE LLP
Toledo, Ohio
January 21, 1997
15
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DANA CORPORATION AND CONSOLIDATED SUBSIDIARIES
----------------------------------------------
SCHEDULE II(a) - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
---------------------------------------------------------------
ALLOWANCE FOR DOUBTFUL ACCOUNTS RECEIVABLE
------------------------------------------
Adjustment
Trade accounts arising
receivable from change
Balance at Additions "written off" in currency Balance at
beginning charged net of exchange rates end of
of period to income recoveries and other items period
--------- --------- ---------- --------------- ------
Year ended-
December 31, 1994 $16,828,000 $4,099,000 $(1,252,000) $ (29,000) $19,646,000
December 31, 1995 $19,646,000 $9,281,000 $(5,322,000) $ (64,000) $23,541,000
December 31, 1996 $23,541,000 $8,900,000 $(6,315,000) $(151,000) $25,975,000
16
17
DANA CORPORATION AND CONSOLIDATED SUBSIDIARIES
----------------------------------------------
SCHEDULE II(b) - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
---------------------------------------------------------------
ALLOWANCE FOR CREDIT LOSSES - LEASE FINANCING
---------------------------------------------
Adjustment
arising
Amounts from change
Balance at Additions "written off" in currency Balance at
beginning charged net of exchange rates end of
of period to income recoveries and other items period
--------- --------- ---------- --------------- ------
Year ended-
December 31, 1994 $38,240,000 $13,895,000 $(11,421,000) $ 75,000 $40,789,000
December 31, 1995 $40,789,000 $15,578,000 $ (9,000,000) $ 58,000 $47,425,000
December 31, 1996 $47,425,000 $12,349,000 $ (9,299,000) $350,000 $50,825,000
17
18
DANA CORPORATION AND CONSOLIDATED SUBSIDIARIES
----------------------------------------------
SCHEDULE II(c) - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
---------------------------------------------------------------
ALLOWANCE FOR LOAN LOSSES
-------------------------
Adjustment
arising
Amounts from change
Balance at Additions "written off" in currency Balance at
beginning charged net of exchange rates end of
of period to income recoveries and other items period
--------- --------- ---------- --------------- ------
Year ended-
December 31, 1994 $14,522,000 $(2,548,000)(1) $(6,088,000) $(247,000) $5,639,000
December 31, 1995 $ 5,639,000 $ 1,551,000 $(3,265,000) $(548,000) $3,377,000
December 31, 1996 $ 3,377,000 $ 994,000 $(3,161,000) ------- $1,210,000
<FN>
(1) Includes reversal of reserves provided in prior years.
18
19
DANA CORPORATION AND CONSOLIDATED SUBSIDIARIES
----------------------------------------------
SCHEDULE II(d) - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
---------------------------------------------------------------
VALUATION ALLOWANCE - REAL ESTATE
---------------------------------
Amounts
Balance at Additions "written off" Balance at
beginning charged net of Acquisitions end of
of period to income recoveries and other items period
--------- --------- ---------- --------------- ------
Year ended-
December 31, 1994 $41,054,000 $10,337,000 $(12,669,000) $ 226,000 $38,918,000
December 31, 1995 $38,918,000 $ 292,000 $ (9,291,000) $(507,000) $29,412,000
December 31, 1996 $29,412,000 $ 63,000 $(24,984,000) $ (71,000) $ 4,420,000
19
20
DANA CORPORATION AND CONSOLIDATED SUBSIDIARIES
----------------------------------------------
SUPPLEMENTARY INFORMATION TO FINANCIAL STATEMENTS
-------------------------------------------------
EMPLOYEE STOCK OPTION PLANS
- ---------------------------
The Company has two stock option plans for employees which were
approved by the shareholders in 1977 and 1982. The 1977 Plan was amended in
1981, 1986, 1990, 1994 and 1995. The 1982 Plan was amended with shareholder
approval in 1988 and 1993. These plans authorize the grant of options and /or
stock appreciation rights ("SARs") to key employees to purchase 6,000,000 and
11,900,000 shares, respectively, of common stock at exercise prices no less than
85% of the market value of such stock at date of grant; the exercise periods may
extend for no more than ten years from date of grant. All options and SARs
granted to date under these two plans have been granted at 100% of the market
value of the Company's common stock at the date of grant.
The number of shares above and all references below to the number of
shares and per share prices have been adjusted for all stock dividends and
distributions subsequent to the dates the plans were approved by the date of
grant.
The number of shares subject to options (by year of grant) at December
31, 1996, and the exercise prices per share were as follows:
Number of Average Price
Shares Per Share Total
--------- ------------- -----
Year granted-
1987 34,200 $ 23.44 $ 801,600
1988 115,208 18.75 2,160,200
1989 133,050 21.06 2,801,400
1990 268,963 18.25 4,908,600
1991 231,000 16.38 3,782,600
1992 932,992 20.16 18,805,700
1993 702,750 27.56 19,369,500
1994 1,033,575 29.06 30,038,300
1995 991,000 31.06 30,778,500
1,394,550 28.13 39,221,700
---------- ------------
5,837,288 $152,668,100
========== ============
At December 31, 1996, there were 3,179,731 shares available for future
grants under the 1982 Plan, as amended. No shares have been available for grants
under the 1977 Plan since 1987 and there were no SARs outstanding at December
31, 1996.
20
21
Options becoming exercisable and options exercised, their exercise
prices and their market prices during three years ended December 31, 1996, under
these plans were as follows:
Exercise Price Market Price
-------------------------- --------------------
No. Of Avg. Per Avg. Per
Shares Share Aggregate Share Aggregate
------ ----- --------- ----- ---------
Options becoming
exercisable
(Market prices
at dates
exercisable):
Year ended
December 31,
1994 668,968 $ 21.28 $ 14,236,000 $ 28.89 $ 19,329,000
1995 814,971 24.32 19,822,000 29.78 24,266,000
1996 1,070,901 27.09 29,016,000 29.08 31,141,000
Options exercised
(Market prices
at dates
exercised):
Year ended
December 31,
1994 309,915 $ 17.13 $ 5,309,000 $ 28.74 $ 8,906,000
1995 223,430 17.93 4,005,000 28.74 6,422,000
1996 417,260 19.46 8,119,000 31.53 13,158,000
The amount by which proceeds exceeded the par value of shares issued
under options was credited to additional paid-in capital. No amounts were
charged against income either at the time of granting options or issuing shares.
21
22
The following table sets forth (1) the aggregate number of shares of the
Company's common stock subject at December 31, 1996, to outstanding options, (2)
the average exercise prices per share of such options, (3) the aggregate
exercise prices of such options, (4) the ranges of expiration dates of such
options, and (5) the aggregate market values of such shares at February 13,
1997, based on $ 31.625 per share, the closing sales price in the New York Stock
Exchange Composite Transactions Index as reported in THE WALL STREET JOURNAL:
Aggregate Aggregate
No. of Shares Average Market
Covered By Exercise Aggregate Range of Value at
Outstanding Price Exercise Expiration February 13,
Options Per Share Price Dates 1997
--------------- ---------- -------------- ----------- ------------
1977 Plan 34,200 $23.44 $ 801,600 7/13/97 $ 1,081,575
1982 Plan 5,803,088 $26.17 $151,869,000 7/11/98 $183,522,658
to
7/15/06
At December 31, 1996, 1,004 employees of the Company and its
subsidiaries and affiliates held exercisable options under the Company's stock
option plans, consisting of 154 employees under the 1977 Plan and 981 employees
(some of whom also held options under the 1977 Plan) under the 1982 Plan.
EMPLOYEES' STOCK PURCHASE PLAN
- ------------------------------
The Company has an employees' Stock Purchase Plan which was approved by
the shareholders in 1994. As of December 31, 1996, 37,600 employees of the
Company and its subsidiaries were eligible to participate. Of such employees,
12,300 were participating at December 31, 1996.
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
- -----------------------------------------
The Company has a stock option plan for non-employee Directors of the
Company which was approved by the shareholders in 1993. The plan provides for
the granting of options to purchase the Company's common stock at prices equal
to the market value of the stock at the date of grant. The options are
exercisable after one year for a period not to exceed ten years from the date of
grant. In 1994, 1995 and 1996, options were granted for 21,000, 24,000 and
21,000 shares, respectively, at per share exercise prices of $28.88 in 1994,
$24.81 in 1995 and $32.25 in 1996. These options expire between 4/19/03 and
4/15/06. At December 31, 1996, 75,000 options were outstanding, 54,000 options
were exercisable and there were 46,000 options available for future grant.
24,000 options became exercisable during 1996 having an aggregate exercise price
of $595,400 and an aggregate market price at date of exercisability of $787,100.
As of February 13, 1996, the aggregate exercise price of the 75,000 options
outstanding under the Plan was $2,081,800 and the aggregate market value of
those options was $2,371,875.
22
23
DANA CORPORATION AND CONSOLIDATED SUBSIDIARIES
----------------------------------------------
SUPPLEMENTARY INFORMATION TO FINANCIAL STATEMENTS
-------------------------------------------------
COMMITMENTS AND CONTINGENCIES
- -----------------------------
As discussed in "Note 20. Commitments and Contingencies" on pages 38
and 39 of the 1996 Annual Report the Company and its consolidated subsidiaries
are parties to various legal proceedings (judicial and administrative) arising
in the normal course of business, including proceedings which involve
environmental and product liability claims.
With respect to environmental claims, the Company is involved in
investigative and/or remedial efforts at a number of locations, including
"on-site" activities at currently or formerly owned facilities and "off-site"
activities at "Superfund" sites where the Company has been named as a
potentially responsible party. "Note 1. Summary of Accounting Policies -
Environmental Compliance and Remediation" at page 28 of Dana's 1996 Annual
Report and "Management's Discussion and Analysis of Results" at page 41 of
Dana's 1996 Annual Report are incorporated herein by reference.
With respect to product liability claims, from time to time the Company
is named in proceedings involving alleged defects in its products. Currently
included in such proceedings are a large number of claims (most of which are
relatively small) based on alleged asbestos-related personal injuries. At
December 31, 1996, approximately 36,000 such claims were outstanding, of which
approximately 5,000 were subject to pending settlement agreements. The Company
has agreements with its insurance carriers providing for the payment of
substantially all of the indemnity costs and the legal and administrative
expenses for these claims. The Company is also a party to a small number of
asbestos-related property damage proceedings. The Company's insurance carriers
are paying the major portion of the defense costs in connection with such cases,
and the Company has incurred no indemnity costs to date.
The Company signed agreements in December 1996 to acquire certain
operations of SPX Corporation and the assets of Clark-Hurth Components, a unit
of Ingersoll-Rand Company. These acquisitions were completed in February 1997.
In the aggregate, these operations do not constitute a significant subsidiary.
23
24
EXHIBIT INDEX
- -------------
EXHIBIT
- -------
3-A Restated Articles of Incorporation, amended effective June 1, 1994
(filed by reference to Exhibit 4 to Registrant's Form 8 - A/A,
Amendment No. 3, filed on October 4, 1994)
3-B Restated By-Laws of Registrant, effective December 9, 1996
4-A Specimen Single Denomination Stock Certificate of Registrant (filed
by reference to Exhibit 4-B to Registrant's Form S-3, Registration
No. 333-18403, filed on December 20, 1996)
No class of long-term debt of Registrant exceeds 10%
of Registrant's total assets. Registrant agrees to
furnish copies of agreements defining the rights of
debt holders to the Securities and Exchange
Commission upon request.
4-B Rights Agreement, dated as of April 25, 1996, between Registrant
and ChemicalMellon Shareholder Services, L.L.C., Rights Agent
(filed by reference to Exhibit 1 to Registrant's Form 8-A, filed
May 1, 1986)
10-A Additional Compensation Plan, amended effective January 1, 1995
(filed by reference to Exhibit A to Registrant's Proxy Statement
for its Annual Meeting of Shareholders held on April 5, 1995)
10-A(1) First Amendment to the Additional Compensation Plan, dated July 17,
1995 (filed by reference to Exhibit 10-A(1) to Registrant's
Quarterly Report for the fiscal quarter ended June 30, 1995)
10-A(2) Second Amendment to the Additional Compensation Plan, effective
January 1, 1996 (filed by reference to Exhibit 10-A(2) to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995)
10-A(3) Third Amendment to the Additional Compensation Plan, effective
October 20, 1996
10-D(1) 1977 Incentive Stock Option Plan, as amended (filed by reference to
Exhibit 1-D to Registration Statement No. 2-60466 filed December
13, 1977 and to Registrant's Proxy Statement for its Annual Meeting
of Shareholders held on December 3, 1980)
10-D(2) Amendment to 1977 Incentive Stock Option Plan, dated December 15,
1986 (filed by reference to Exhibit 10-D(2) to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1986)
10-D(3) Amendment to 1977 Incentive Stock Option Plan, dated December 10,
1990 (filed by reference to Exhibit 10-D(3) to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1991)
24
25
EXHIBIT INDEX (Continued)
-------------------------
EXHIBIT
- -------
10-D(4) Fourth Amendment to 1977 Incentive Stock Option Plan, dated
December 12, 1994 (filed by reference to Exhibit 10-D(4) to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995)
10-D(5) Fifth Amendment to 1977 Incentive Stock Option Plan, dated December
11, 1995 (filed by reference to Exhibit 10-D(5) to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1995)
10-D(6) Sixth Amendment to 1977 Incentive Stock Option Plan, effective
October 20, 1996
10-E 1982 Amended Stock Option Plan (filed by reference to Exhibit A to
Registrant's Proxy Statement for its Annual Meeting of Shareholders
held on April 7, 1993)
10-E(1) First Amendment to 1982 Amended Stock Option Plan, effective
October 20, 1996
10-F Excess Benefits Plan, amended February 13, 1995 (filed by reference
to Exhibit 10-F to Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1995)
10-G Dana Corporation Retirement Plan, amended and restated as of
December 13, 1994 (filed by reference to Exhibit 10-G to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995)
10-G(1) First Amendment to the Dana Corporation Retirement Plan, adopted on
December 19, 1996
10-H Directors Retirement Plan, amended effective January 26, 1993
(filed by reference to Exhibit 10-H to Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1992)
10-I Dana Corporation Director Deferred Fee Plan effective February 13,
1995 (filed by reference to Exhibit 10-I(1) to Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1995)
10-I(1) First Amendment to Director Deferred Fee Plan, effective October
20, 1996
10-J(1) Employment Agreement between Registrant and Southwood J. Morcott,
dated December 14, 1992 (filed by reference to Exhibit 10-J(6) to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1992)
10-J(2) Employment Agreement between Registrant and Martin J. Strobel,
dated December 14, 1992 (filed by reference to Exhibit 10-J(7) to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1992)
10-J(3) Employment Agreement between Registrant and Carl H. Hirsch, dated
December 14, 1992 (filed by reference to Exhibit 10-J(8) to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1992.
10-J(4) Employment Agreement between Registrant and Joseph M. Magliochetti,
dated December 14, 1992 (filed by reference to Exhibit 10-J(12) to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1992)
25
26
EXHIBIT INDEX (Continued)
-------------------------
EXHIBIT
- -------
10-J(5) Amendment No. 1 dated February 13, 1995, to the Employment
Agreement between Registrant and Southwood J. Morcott (filed by
reference to Exhibit 10-J(14) to Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended on June 30, 1995).
Substantially similar amendments were made to the Employment
Agreements of Messrs. Hirsch, Magliochetti and Strobel.
10-J(6) Collateral Assignment Split-Dollar Insurance Agreement for
Universal Life Policies between Registrant and Southwood J.
Morcott, dated April 18, 1989 (filed by reference to Exhibit
10-J(13) to Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1992). Messrs. Hirsch, Magliochetti and
Strobel have substantially identical agreements.
10-J(7) Amendment No. 2 dated February 12, 1996, to the Employment
Agreement between Registrant and Southwood J. Morcott.
Substantially similar amendments were made to the Employment
Agreements of Messrs. Hirsch, Magliochetti and Strobel.
10-K Supplemental Benefits Plan, as amended and restated effective
January 1, 1996
10-L(1) 1989 Restricted Stock Plan (filed by reference to Exhibit A of the
Registrant's Proxy Statement for its Annual Meeting of Shareholders
held on April 5, 1989)
10-L(2) First Amendment to 1989 Restricted Stock Plan, adopted December 10,
1990 (filed by reference to Exhibit 10-L(2) to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1993)
10-L(3) Second Amendment to 1989 Restricted Stock Plan, adopted October 18,
1993 (filed by reference to Exhibit 10-3) to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1993)
10-L(4) Third Amendment to 1989 Restricted Stock Plan, effective October
20, 1996
10-M Directors' Stock Option Plan (filed by reference to Exhibit B to
Registrant's Proxy Statement for its Annual meeting of Shareholders
held on April 7, 1993)
10-M(1) First Amendment to Directors' Stock Option Plan, adopted April 18,
1994 (filed by reference to Exhibit 10-M(1) to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995)
10-M(2) Second Amendment to the Directors Stock Option Plan, effective
October 20, 1996
10-N Supplementary Bonus Plan, effective December 12, 1994 (filed by
reference to Exhibit 10-N to Registrant's Quarterly Report for the
fiscal quarter ended June 30, 1995)
26
27
EXHIBIT INDEX (Continued)
-------------------------
EXHIBIT
- -------
13 The following sections of the 1996 Annual Report to Shareholders:
Note 16. Business Segments (at pages 34-36 of the Annual
Report)
Statement of Cash Flows (at page 25 of the Annual Report)
Note 1. Summary of Significant Accounting Policies -
Environmental Compliance and Remediation (at page 28 of
the Annual Report)
Additional Information - Shareholders' Investment (at page
50 of the Annual Report)
Eleven Year History - Financial Highlights (at page 51 of
the Annual Report)
Management's Discussion and Analysis of Results
(at pages 40-44 of the Annual Report but excluding charts
on these pages)
Introduction to Financial Section, Financial Statements
and Independent Accountants' Report (at pages 22-40 of
the Annual Report)
Unaudited Quarterly Financial Information (at page 50 of
the Annual Report)
21 List of Subsidiaries of Registrant
23 Consent of Price Waterhouse LLP
24 Power of Attorney
27 Financial Data Schedule
Note: Exhibits 10-A through 10-N are management contracts or compensatory
plans required to be filed as exhibits to this Form 10-K pursuant
to Item 14(c) of this report.
27
28
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.
DANA CORPORATION
------------------------------------
(Registrant)
Date: March 5, 1997 By: /s/ Martin J. Strobel
------------- ------------------------------------
Martin J. Strobel, Vice President
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 date indicated.
Date: March 5, 1997 /s/ Southwood J. Morcott
------------- ------------------------------------
Southwood J. Morcott, Chairman of
the Board of Directors and Chief
Executive Officer
Date: March 5, 1997 /s/ John S. Simpson
------------- ------------------------------------
John S. Simpson, Chief Financial
Officer
Date: March 5, 1997 /s/ Charles W. Hinde
------------- ------------------------------------
Charles W. Hinde, Chief Accounting
Officer
Date: March 5, 1997 * /s/ B.F. Bailar
------------- ------------------------------------
B.F. Bailar, Director
Date: March 5, 1997 * /s/ E.M. Carpenter
------------- ------------------------------------
E.M. Carpenter, Director
Date: March 5, 1997 * /s/ E. Clark
------------- ------------------------------------
E. Clark, Director
Date: March 5, 1997 * /s/ G.H. Hiner
------------- ------------------------------------
G.H. Hiner, Director
Date: March 5, 1997 * /s/ J.M. Magliochetti
------------- ------------------------------------
J.M. Magliochetti, Director
28
29
SIGNATURES (Continued)
Date: March 5, 1997 * /s/ M. R. Marks
------------- ----------------------------------------
M. R. Marks, Director
Date: March 5, 1997 * /s/ R. B. Priory
------------- ----------------------------------------
R. B. Priory, Director
Date: March 5, 1997 * /s/ J. D. Stevenson
------------- ----------------------------------------
J. D. Stevenson, Director
Date: March 5, 1997 * /s/ T.B. Sumner, Jr.
------------- ----------------------------------------
T.B. Sumner, Jr., Director
*By: /s/ Martin J. Strobel
------------------------------------
Martin J. Strobel, Attorney-in-Fact
29