1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FROM 10-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended August 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-17051
TUSCARORA INCORPORATED
(Exact name of Registrant as specified in its charter)
Pennsylvania 25-1119372
(State or other jurisdiction of (IRS employer
incorporation or organization) Identification No.)
800 Fifth Avenue
New Brighton, Pennsylvania 15066
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 412-843-8200
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, without par value
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed be 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 at least the past 90 days. Yes X No .
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained , to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The registrant estimates that as of October 24, 1997 the aggregate market
value of the shares of its Common Stock held by non-affiliates of the
registrant was approximately $131,836,136.
As of October 24, 1997, 9,476,040 shares of Common Stock of the registrant
were issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the registrant's Annual Report to Shareholders for its fiscal year
ended August 31, 1997 are incorporated by reference into Parts I and II of
this annual report.
Portions of the Proxy Statement for the registrant's Annual Meeting of
Shareholders to be held on December 18, 1997 are incorporated by reference into
Part III of this annual report.
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PART I
ITEM 1. BUSINESS.
Tuscarora Incorporated (the "Company") was incorporated in
1962 as Tuscarora Plastics, Inc. The corporate name was changed in 1992 to
reflect changes in the Company's business.
The Company custom designs and manufactures interior
protective packaging and material handling products and supplies customers with
custom designed components for industrial and consumer products. In each of its
markets, the Company's focus is to engineer a practical, cost effective
solution to meet each customer's specific end-use requirements.
The Company is the largest manufacturer of custom molded
products made from expanded foam plastic materials in the United States and the
United Kingdom. Interior protective packaging and material handling products and
components are manufactured at the Company's custom molding facilities. Interior
protective packaging products are also manufactured using materials, including
corrugated paperboard, molded and/or diecut foam plastic shapes, thermoformed
plastic shapes and wood, either alone or in various combinations, at the
Company's integrated materials facilities. The range of material options offered
enables the Company to be competitive vis-a-vis companies that offer only a
single material capability. Interior protective packaging and material handling
products and components are also manufactured at the Company's custom
thermoforming facilities.
For the 1997, 1996 and 1995 fiscal years, the interior
protective packaging and material handling products have contributed
approximately 86%, 86% and 88%, respectively, of the Company's net sales. The
remainder is accounted for by the component products.
The Company's principal markets are the high technology,
consumer electronics, automotive and major appliance industries, but the
Company competes in other market segments as well. For the 1997 fiscal year,
the four major markets accounted for approximately 22%, 19%, 13% and 13%,
respectively, of the Company's net sales. For the 1997, 1996 and 1995 fiscal
years, the four major markets in the aggregate accounted for approximately 67%,
65% and 63%, respectively, of the Company's net sales.
The Company serves more than 3,500 customers, substantially
all of which are located in the United States, Mexico, Canada and the United
Kingdom. For the 1997 fiscal year, no customer accounted for more than 6%, and
the Company's ten largest customers accounted for 28%, of the Company's net
sales.
For information with respect to the location of the Company's
manufacturing facilities, see "Manufacturing" below and Item 2 of this annual
report.
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INTERIOR PROTECTIVE PACKAGING AND MATERIAL
HANDLING PRODUCTS
The interior protective packaging products made from foam
plastic materials and at the Company's integrated materials facilities are used
to protect a wide range of finished consumer and industrial goods during
shipment. The products are designed to reduce or eliminate damage that may occur
during shipment and handling as a result of shock, vibration or wide temperature
fluctuations. Goods packaged in the Company's protective packaging include such
items as:
Computers and computer peripherals Water heaters and air conditioners
Televisions and VCRs Refrigerators
Satellite dishes Microwave ovens
Office equipment Coffee makers and other kitchen
Vaccine containers appliances
Liquid chemicals Toys
Pharmaceuticals Outboard motors
Military equipment Office furniture
These goods, together with the Company's interior protective packaging, are
generally placed inside exterior shipping containers prior to shipment.
The material handling products generally serve the same
purposes and functions as the packaging products but are used primarily in
intra-plant and inter-plant movement of parts and components rather than
shipment of finished goods. For example, automobile manufacturers and their
suppliers transport parts to assembly plants using foam dunnage trays made by
the Company. Material handling products also frequently serve as carriers to
position parts for automated assembly. The Company also manufactures insulated
shippers which transport temperature-sensitive materials for the chemical and
pharmaceutical industries. The material handling products are generally more
durable than the interior protective packaging products and are usually
reusable, providing a cost-effective means of transporting materials that are
sensitive or difficult to handle. Most of the material handling products are
foam plastic shapes manufactured at the Company's custom molding facilities;
however, certain material handling products, such as durable returnable material
handling pallets and trays, are made from thermoformed materials and are
manufactured in the Company's custom thermoforming operations.
The interior protective packaging and material handling
products made from expanded foam plastic materials possess an unusual
combination of useful properties such as exceptional lightness, impact
resistance and shock absorbency, toughness and strength, thermal insulating
efficiency, temperature tolerance, buoyancy and chemical biological neutrality.
The cost of the
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products to the customer is often less than alternative types of materials
because, pound for pound, less material is required to provide equal or better
protection. These products can also be easily and quickly handled thus reducing
the customer's labor costs. Because foam plastic packaging shapes frequently
require less space and are lighter than most other packaging materials, the
customer is often able to reduce its product shipping costs. Similarly,
properly designed foam plastic material handling devices often increase total
yield per transportation container, thus reducing intra-plant or inter-plant
freight cost.
At the Company's integrated material facilities, foam
plastics are combined with other materials such as corrugated paperboard to
produce protective packaging products with properties superior to those
provided by a single material.
Thermoformed interior protective packaging products are
generally used to hold finished goods in place inside an exterior container
during shipment and handling. Thermoformed products are used where the shock
absorbency or thermal insulating properties of foam plastic are not required.
Because transparent plastic materials can be thermoformed, these materials are
often used to create a package that allows the consumer to view the enclosed
product. The Company supplies thermoformed packaging to most of the principal
markets the Company serves as well as other markets.
For the 1997, 1996 and 1995 fiscal year, sales of products
manufactured by the Company's integrated materials facilities accounted for
approximately 18%, 20% and 18%, respectively, of the Company's net sales.
During the 1997 fiscal year, sales of products manufactured
by the Company's thermoforming facilities, including components (see below),
accounted for approximately 4% of the Company's net sales. This represents a
substantial increase over prior years and resulted from the acquisition of two
custom thermoforming businesses during the year (see "Business Acquisitions"
below).
COMPONENTS
The Company manufactures foam plastic shapes which are used
as components in automobiles, watercraft and recreational vehicles. Due to
their light weight and high energy-absorbing properties, molded foam shapes are
used as bumper cores and are positioned in door panels, steering wheels and
dashboards to provide added passenger protection. Flotation and/or seating
assemblies are made for the watercraft and recreational vehicles.
The Company manufactures thermal insulation components which
are foam plastic shapes used by appliance manufacturers to provide insulation
in products such as home and commercial refrigerators, freezers, air
conditioners and water coolers. The construction industry also uses these
shapes as insulation in poured concrete or block walls, in prefabricated metal
buildings and as core material for factory-manufactured steel exterior doors.
In the high tech area, the Company has a license for E-PAC, a
design-for-assembly technology, utilizing foam plastic shapes, developed by
Hewlett Packard in Germany. E-PAC is a concept for the internal assembly of
electronic components that enables electronic device manufacturers to reduce
both material cost and assembly time by bundling delicate electronic
componentry into a lightweight, protective carrier that is placed inside an
exterior housing.
The Company makes components such as garage door panels and
motor vehicle trim from thermoformed materials manufactured at the Company's
custom thermoforming facilities.
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CUSTOM DESIGN
All the Company's products are custom designed. The Company
has six design and testing centers ("tech centers") which support the Company's
custom molding and integrated materials operations in the United States and
Mexico and are strategically located throughout the United States. Separate
tech centers support the manufacturing operations in the United Kingdom and the
Company's custom thermoforming operations. The tech centers are staffed by
design and engineering personnel who study and evaluate the requirements of the
Company's customers. Four of the tech centers are certified International Safe
Transit Association (ISTA) testing laboratories. The Company's customers make
extensive use of the tech centers.
With respect to the custom molding operations, prototype foam
shapes are developed at the tech centers. After a shape is approved by the
customer, one or more aluminum production molds are made and then shipped to a
custom molding facility, generally the one nearest the customer, for
production. The Company makes most of the production molds for its
manufacturing operations in the United States and Mexico at a single mold
making facility in the United States. In the United Kingdom, the building of
the production molds is outsourced to a third party.
The tech centers and mold making facility are equipped with
computer-aided design (CAD) and computer-aided manufacturing (CAM) systems.
MANUFACTURING
The Company has 24 custom molding facilities and eight
integrated materials facilities. All but five of the custom molding facilities
and one of the integrated materials facilities are located in the United
States. Most of the facilities in the United States are located east of the
Mississippi River, but since 1990 the Company has established or acquired
facilities in five Western states. The Company has custom thermoforming
operations at three locations in the United States.
The Company's manufacturing facilities are generally
strategically situated near manufacturing facilities of major customers. The
location of all the Company's manufacturing facilities, as well as the tech
centers and the Company's mold making facility, is set forth under Item 2 of
this annual report.
Custom molded foam plastic products are produced by causing
plastic beads to be blown into an aluminum production mold inserted in an
automatic molding machine. Time and pressure controlled heat (in the form of
steam) is applied to the beads in the mold, causing the beads to further
expand, soften and fuse
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together to form the shape of the product which is then stabilized before
removal from the molding machine. Significant capital expenditures for molding
machines and other process equipment are required to manufacture custom molded
products. Process equipment includes air compressors, steam boilers, cooling
towers, conveyors, drying equipment and a wide variety of other standard
industrial machinery items. The major items of expense in the manufacture of
the custom molded products are the plastic resins from which the products are
made, labor and the utilities needed to operate the process equipment.
The manufacture of the integrated materials and thermoformed
products is less capital intensive. In the integrated materials operations, the
machinery and equipment consists primarily of machining and fabricating
equipment for forming foam plastic and corrugated paperboard products.
Fabrication of foam plastic involves the cutting of shapes from billets or
planks of foam plastic using specialized cutting tools and hot wire equipment.
Fabrication of corrugated paperboard involves slitting, die-cutting, folding
and gluing the paperboard.
Thermoforming is the process by which rigid sheets of hard
thermoplastic, such as ABS or high density polyethylene, are heated and then
vacuum and/or pressure formed over molds to create specific shapes. As a result
of the two acquisitions during the 1997 fiscal year (see "Business
Acquisitions" below), the Company has the ability to produce products from thin
gauge material in a roll-fed in-line manufacturing process as well as from
heavy gauge material through a sheet-fed process.
Molded foam plastic shapes and thermoformed shapes used in
the integrated materials products are shipped from the facility where these
shapes are made to the appropriate integrated materials facility for
integration with other materials.
The major items of expense in the manufacture of the
integrated materials and thermoformed products are the materials from which the
products are made, labor and electricity costs.
In general, the Company receives purchase orders from its
customers which do not specify quantity production and delivery dates.
Production against orders is determined by the customers' production schedules
with the result that products are generally required to be produced and
delivered on short notice. Accordingly, production levels are generally
determined by customer release patterns rather than the backlog of purchase
orders.
The proximity of the Company's manufacturing facilities to
the Company's customers ensures timely delivery of products and enables the
Company to provide products without a significant shipping cost. Production
flexibility also exists among the Company's facilities since molds and/or
molding machines and other manufacturing equipment can be moved quickly from
one facility to another.
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All the Company's manufacturing facilities have warehousing
capacity for inventories of finished goods. Warehouses are located at other
locations as well. Distribution of products from the manufacturing facilities
and warehouses to customers is made by Company operated tractor-trailers and by
common carrier. Most of the Company operated tractor-trailers are leased.
SALES
Sales are made primarily by the Company's own sales force
which, including supporting technical personnel at the Company's tech centers,
consists of approximately 101 salaried employees. Sales offices are located at
each of the Company's tech centers. In addition, sales in certain geographic
areas and certain accounts are handled by sales representatives paid on a
commission basis who are assisted and supported by Company personnel.
FOREIGN OPERATIONS
The Company commenced doing business in the United Kingdom
during the 1995 fiscal year when it acquired a business with custom molding
facilities in Northampton, England and Glasgow, Scotland (see "Business
Acquisitions" below). The Company established an additional custom molding
facility in Spennymoor, England during the 1996 fiscal year (see "New Site
Development" below) and acquired two other businesses during the 1997 fiscal
year, one with a custom molding facility in Livingston, Scotland and the other
with separate custom molding and integrated materials facilities in London,
England (see "Business Acquisitions" below). As a result of these acquisitions,
the Company has become the largest manufacturer of custom molded products made
from expanded foam plastic materials in the United Kingdom as well as in the
United States.
The Company has also had a manufacturing facility in Juarez,
Chih., Mexico since May 1994. This facility enables the Company to provide
interior protective packaging for domestic customers that have established
"Maquiladora" operations along the U.S. Mexican border. Maquiladora programs
permit domestic companies to ship component parts in bond into Mexico, assemble
them and then ship the assembled product in bond back into the United States
for sale to their domestic customers. During the 1997 fiscal year, the Company
announced that a similar manufacturing facility would be established in
Tijuana, B.C., Mexico (see "New Site Development" below). Over time, it is
expected that the Mexican facilities will also serve customers manufacturing
and selling their products in Mexico.
For information with respect to the Company's operations in
the United States, the United Kingdom and Mexico, see Note 11 of the Notes to
Consolidated Financial Statements contained in the Company's Annual Report to
Shareholders for the
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1997 fiscal year and incorporated in this annual report by reference.
The Company's operations in the United Kingdom and Mexico are
conducted through subsidiaries. The Company has no other subsidiaries which
play an important role in the Company's business.
The Company's export sales from the United States to
customers in Canada are not significant.
RAW MATERIALS
The materials from which the Company's custom molded products
are made are expandable polystyrene ("EPS"), expanded polypropylene ("EPP"),
expanded polyethylene ("EPE"), ARCEL(TM) and high heat-resistant styrene-based
resins. All the resins are petroleum based. EPP and EPE are polyolefin resins
and ARCEL(TM) is a co-polymer of polyethylene and polystyrene.
EPS is received by the Company in an unexpanded state and in
its raw form has an appearance much like table salt. ARCEL(TM) and the high
heat-resistant resins are also received by the Company in an unexpanded state.
Under conditions of time and pressure controlled heat, the raw material beads
can be expanded to many times their original size with no increase in weight.
The Company expands the beads to various densities depending upon the
properties desired and stores the expanded beads until the final products are
molded. In contrast, the EPP and EPE beads are already expanded when received
by the Company and do not require further expansion before molding.
Most of the Company's custom molded products are made from
EPS. The other resins are particularly suitable for certain applications and
are significantly more expensive. Accordingly, the products made from the other
resins sell at higher prices than the products made from EPS. During the 1997,
1996 and 1995 fiscal years, approximately 20%, 22% and 20%, respectively, of
the Company's net sales of custom molded products have been attributable to
products made from the premium resins.
The Company has never experienced a shortage of the resins
used in the manufacture of the custom molded products and does not foresee that
any shortage will occur. EPS, EPP and EPE are generally available from a number
of suppliers who sell to any prospective purchaser. The high heat-resistant
resins and ARCEL(TM) are each sold by a single supplier but are also generally
available.
The price of EPS declined during both the 1996 and 1997
fiscal years and resulted in some reductions in the selling prices to customers
for products made from EPS in both years.
The materials used in the manufacture of the integrated
materials products (including corrugated paperboard and foam
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billets and planks) and thermoformed products are also readily available.
COMPETITION
The Company's interior protective packaging and material
handling products compete with similar products made by others as well as with
other types of protective products. A majority of the similar products is
produced by independent manufacturers who generally market their products in a
particular geographic area from a single or limited number of facilities. While
the Company is considerably larger than most of the manufacturers of similar
products, the Company's penetration in the total interior protective packaging
market is still relatively small. A number of the companies which produce
competing products, particularly paper and corrugated packaging products, are
well established and have substantially greater financial resources than the
Company.
The components manufactured by the Company for thermal
insulation represent a small portion of the overall market for insulation
products. Because of the specialized nature of this market, the Company
competes primarily with other manufacturers of similar foam plastic products,
rather than with manufacturers of alternate insulation products. With the
exception of E-PAC which is licensed technology, the other components
manufactured by the Company can be provided by other vendors using similar or
alternative materials.
Competition between the Company and manufacturers of similar
products is based primarily on product engineering, price and customer service.
CAPITAL EXPENDITURES
Capital Expenditures for property, plant and equipment during
the 1997, 1996 and 1995 fiscal years (not including expenditures in connection
with business acquisitions) amounted to $21,318,000, $23,129,000 and
$20,689,000, respectively.
Capital expenditures included above for land, buildings and
improvements during the 1997, 1996 and 1995 fiscal years amounted to $5,892,000,
$5,029,000 and $3,841,000, respectively. The 1997 fiscal year expenditures
included $1,894,000 in connection with the establishment of new custom molding
facilities in Storm Lake, Iowa, Brenham, Texas and Tijuana, B.C., Mexico (see
"New Site Development" below) and $1,380,000 for major renovations of the
existing custom molding facility in Cortland, New York.
Capital expenditures included above for machinery and
equipment during the 1997, 1996 and 1995 fiscal years amounted to $15,426,000,
$18,100,000 and $16,848,000, respectively. During the 1997 fiscal year,
$6,431,000 of these expenditures was for automatic molding machines, $4,898,000
for other process equipment used in the manufacture of custom molded products
and $1,252,000 for machinery and equipment used to manufacture products at the
integrated materials and custom thermoforming facilities. During
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the 1997 fiscal year, $1,494,000 was expended for environmental control
equipment (see "Environmental Considerations" below).
Capital expenditures during the 1998 fiscal year are expected
to be less than during the 1997 fiscal year.
BUSINESS ACQUISITIONS
During the 1997 fiscal year, the Company through business
acquisitions acquired two custom molding facilities, two integrated materials
facilities and two custom thermoforming facilities. In September 1996, the
Company acquired the custom thermoforming business of FormPac Corporation in
Sandusky, Ohio; in October 1996, the Company acquired all the outstanding
capital stock of EPS (Moulders) Ltd., a custom molding business in Livingston,
Scotland; in April 1997, the Company acquired the custom thermoforming business
of Thermoformers Plus in Chula Vista, California (near San Diego); in May 1997,
the Company acquired the integrated materials business of Allgood Industries,
Inc. in Hayward, California (near San Francisco); and in July 1997, the Company
acquired all the outstanding capital stock of Arrowtip Mouldings Limited, a
custom molding and fabricating business with separate custom molding and
integrated materials facilities in London, England. The aggregate purchase
price recorded for these acquisitions totaled $16,694,000, including notes and
other obligations payable valued at $2,116,000 and contingent consideration
valued at $754,000.
During the 1996 fiscal year, the Company acquired one
integrated materials business. In December 1995, the Company acquired all the
outstanding capital stock of Alpine Packaging, Inc. in Colorado Springs,
Colorado. For this acquisition, the Company issued 101,046 shares of its Common
Stock and paid cash having an aggregate value of $1,691,000.
During the 1995 fiscal year, the Company acquired one custom
molding business and one integrated materials business. In September 1994, the
Company acquired the integrated materials business of Astrofoam, Inc. in
Holden, Massachusetts; and in February 1995, the Company acquired the custom
molding business of M.Y. Trondex, Ltd. with custom molding facilities in
Northampton, England and Glasgow, Scotland. The Glasgow facility has since been
closed and its operations transferred to the new facility in Livingston,
Scotland. The aggregate purchase price recorded for these acquisitions through
the end of the 1997 fiscal year has amounted to $6,243,000.
Approximately 65% of the increase in the Company's net sales
during the 1997 fiscal year was attributable to acquisitions.
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The balance of the increase in net sales was attributable to the Company's core
custom molding operations.
For further information with respect to the above
acquisitions, see Note 8 of the Notes to Consolidated Financial Statements
included in the Company's Annual Report to Shareholders for the 1997 fiscal
year and incorporated in this annual report by reference.
The Company will continue to look for acquisitions which mesh
well with the Company's business.
NEW SITE DEVELOPMENT
During the last two fiscal years, the Company has established
a number of custom molding facilities through new site development. During the
1996 fiscal year, the Company leased and totally renovated a building in
Spennymoor, England for a new custom molding facility where production
commenced in June 1996; and in February 1997 production commenced at a new
custom molding plant which the Company constructed in Storm Lake, Iowa. Also,
in November 1996 and June 1997, the Company broke ground for new custom molding
plants in Brenham, Texas and Tijuana, B.C., Mexico, respectively. Strategically
located between Houston and Austin, Texas, the Brenham facility will serve the
growing number of high tech companies in southeast Texas. Production is
expected to commence at the Brenham facility in December 1997.
The Tijuana facility is being constructed by the Company on a
leased property and will initially serve domestic companies that have
established "Maquiladora" operations along the U.S.-Mexican border in the
Tijuana area. The facility will be similar to the Company's facility in Juarez,
Chih., Mexico. Production is expected to commence late in the second quarter of
the 1998 fiscal year.
The Company will continue to develop new production sites as
they are needed to meet the needs of its customers.
SEASONALITY
The Company's net sales and net income are subject to some
seasonal variation both in the United States and the United Kingdom. In both
areas, the Company's business generally declines in December due to a reduction
in manufacturing activity by the Company's customers, and net income in the
second fiscal quarter is also adversely affected by higher operating costs
during the winter months. See Note 12 of the Notes to Consolidated Financial
Statements included in the Company's Annual Report to Shareholders for the 1997
fiscal year and incorporated in this annual report by reference.
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EMPLOYEES
As of August 31, 1997, the Company had 1,716 employees, of
which 363 were employed in the United Kingdom and Mexico. Of the total, 436
were salaried employees and 1,280 were paid on an hourly basis. Of the hourly
employees, 306 at eight manufacturing facilities are covered by collective
bargaining agreements with eight different unions. The agreements expire at
various dates from March 1998 through June 2000. The Company considers its
labor relations to be good and has never suffered a work stoppage as a result
of a labor conflict.
ENVIRONMENTAL CONSIDERATIONS
The Company has obtained air quality permits for all the
custom molding facilities in the United States where products are being
manufactured. Air quality permits are not required in the United Kingdom and
Mexico. Certain of the permits restrict the amount of pentane (a blowing agent
contained in the Company's foam plastic resins) which may be released during
the manufacturing process and have resulted in capital expenditures for batch
pre-expanders which allow the Company to use low pentane content EPS. Emission
control systems have also been acquired for certain facilities. Air quality
permits have not been required in connection with the manufacture of the
Company's integrated materials and thermoformed products. Where required, water
permits are obtained for all process related waste water and storm water
discharges.
The Company has acquired recycling equipment for all its
custom molding and integrated materials facilities. The equipment includes (i)
regrinders which enable the Company to reuse in-house scrap and products
returned by customers, (ii) EPS densifiers which enable the Company to compact
in-house scrap and products returned by customers for reprocessing in the
polystyrene recycling market and (iii) balers which enable the Company to
compact in-house corrugated paperboard scrap for reprocessing. In-house scrap
resulting from the manufacture of thermoformed products is returned to the raw
material suppliers of these materials for recycling.
If necessary, the Company's products may also be safely
landfilled or incinerated.
During the 1997, 1996 and 1995 fiscal years, the Company's
capital expenditures for environmental matters, including environmental control
equipment, amounted to $1,745,00, $848,000 and $1,742,000, respectively. Capital
expenditures for environmental matters during the 1998 fiscal year are expected
to amount to approximately $1,100,000.
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In September 1994, the Company commenced a program under
which environmental compliance audits are being conducted at all the Company's
manufacturing facilities in the United States. At the end of the 1997 fiscal
year, 14 audits had been completed. The audits have been conducted by an
independent environmental consulting firm and have not resulted in plans for
any significant additional capital expenditures for environmental matters.
There has been public concern that using
chloro-fluoro-carbons ("CFCs") in the manufacture of plastic products may
deplete the Earth's upper atmospheric ozone layer. The Company does not use,
nor has it ever used, CFCs in the manufacture of any of its products.
REORGANIZATION
In May 1997, the Company announced a reorganization into seven groups which
will be managed as separate profit centers. The groups consist of the custom
molding and integrated materials operations in six geographical regions
(Midwest, East, Rocky Mountain/West Coast, Southern, Texas/Eastern Mexico border
and the United Kingdom) and the Company's thermoforming operations. Under the
reorganization, each group will be managed by a designated General Manager. At
the same time, a company-wide Manufacturing Services Group was organized to
provide support to all operations on a variety of matters including
manufacturing, tooling, quality assurance, safety, environmental and technical
assistance.
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ITEM 2. PROPERTIES.
The Company's headquarters are located at 800 Fifth Avenue,
New Brighton, Pennsylvania 15066.
Custom Molding. The Company has 24 custom molding facilities
at the following locations:
Colorado Springs, Colorado New Brighton, Pennsylvania
Putnam, Connecticut Greeneville, Tennessee
Conyers, Georgia Lewisburg, Tennessee
Streator, Illinois (two facilities)
Martinsville, Indiana Brenham, Texas
Storm Lake, Iowa Sterling, Virginia
Chesaning, Michigan Pardeeville, Wisconsin
Tupelo, Mississippi Juarez, Chih., Mexico
Las Cruces, New Mexico London, England
Cortland, New York Northampton, England
Butner, North Carolina Spennymoor, England
Marion, Ohio Livingston, Scotland
During the 1997 fiscal year, the Company (i) acquired the custom molding
facilities in Livingston, Scotland and London, England in business acquisitions
(see "Business Acquisitions" under Item 1), (ii) completed the construction of
the custom molding facility at Storm Lake, Iowa (see "New Site Development"
under Item 1) and (iii) closed a custom molding facility in Glasgow, Scotland
which was acquired during the 1995 fiscal year and transferred the operations
there to the new facility in Livingston, Scotland. Since the end of the 1997
fiscal year, the facility in Brenham, Texas has been completed, and it is
expected that production will commence there during December 1997. See also "New
Site Development" under Item 1 for information with respect to the Brenham,
Texas, facility and the commencement of construction of a new custom molding
facility in Tijuana, B.C., Mexico. The Company also plans to install custom
molding equipment at the integrated materials facility in Hayward, California
which was acquired during the 1997 fiscal year (see below).
The Company is planning to close the Martinsville, Indiana
custom molding facility during the second or third quarter of the 1998 fiscal
year. The closure would result from the Company's major customer for this
facility moving its production to a plant near Juarez, Chih., Mexico. The
Company would continue to serve this customer from the Company's custom molding
facility in Juarez.
The Company manufactures products from EPS at all its custom
molding facilities except the facilities in Lewisburg, Tennessee and Storm
Lake, Iowa which are dedicated polyolefins plants where products are only made
from EPP or EPE. Products are also made from one or more of the Company's
premium raw
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material resins at a majority of the other custom molding facilities.
Integrated Materials. The Company has eight integrated
materials facilities at the following locations:
Hayward, California Beaver, Pennsylvania
Colorado Springs, Colorado Greeneville, Tennessee
Holden, Massachusetts Burlington, Wisconsin
Saginaw, Michigan London, England
The integrated materials facilities in Colorado Springs,
Colorado, Greeneville, Tennessee and London, England are at different sites
from the custom molding facilities at these locations. Some integrated
materials operations are also conducted at the Company's custom molding
facilities in Conyers, Georgia, Tupelo, Mississippi, Butner, North Carolina,
Juarez, Chih., Mexico and Northampton, England.
During the 1997 fiscal year, the Company (i) acquired the
integrated materials facilities in Hayward, California and London, England in
business acquisitions (see "Business Acquisitions" under Item 1) and (ii)
transferred its integrated materials operation at Conyers, Georgia to the
Company's custom molding facility in Conyers.
Thermoforming. In September 1996 and April 1997, the Company
acquired custom thermoforming facilities in Sandusky, Ohio and Chula Vista,
California, respectively, in business acquisitions (see "Business Acquisitions"
under Item 1). Since the September 1996 acquisition, the Company's
thermoforming operations have been managed from Sandusky, Ohio, and
thermoforming operations formerly located at the integrated materials
facilities in Beaver, Pennsylvania and Burlington, Wisconsin have been
transferred to Sandusky and Conyers, Georgia. The thermoforming facility in
Conyers is at a separate site from the Company's custom molding facility in
Conyers and was formerly also an integrated materials facility (see the
preceding paragraph).
Miscellaneous. The Company's mold making facility is in Sun
Prairie, Wisconsin. This facility is considered a manufacturing facility
because most of the aluminum production molds that are made by the Company at
this facility are sold to and owned by the Company's customers.
Most of the custom molding facilities are owned while a
majority of the integrated materials facilities and all the thermoforming
facilities are leased. The Company has options to purchase most of the leased
facilities. The Company generally makes substantial leasehold improvements to,
and exercises its options to purchase, the leased facilities. The leases expire
at various dates through November 2007. In many cases, the leases may be
extended at the Company's option.
-14-
16
The Company's custom molding and integrated materials
operations are supported by seven tech centers. These centers are located at
the Company's headquarters in New Brighton, Pennsylvania, at the custom molding
facilities in Colorado Springs, Colorado and Northampton, England, at the
integrated materials facilities in Holden, Massachusetts and Burlington,
Wisconsin and at separate facilities in Conyers, Georgia and Grand Blanc,
Michigan. The Grand Blanc tech center primarily serves the automotive industry.
In addition, the Company's thermoforming operations are supported by a tech
center at the facility in Sandusky, Ohio. Sales offices are located at each of
the tech centers.
The Company has warehouse facilities at each manufacturing
location. Additional warehouse facilities are located near the Company's
manufacturing facilities and near the manufacturing facilities of major
customers.
The Company believes that its facilities are generally well
suited for their respective uses and that they are generally adequately sized
and designed to provide the operating efficiencies necessary for the Company to
be competitive. The Company continually expands and modernizes its existing
facilities and establishes new facilities as necessary to meet the demand for
its products.
Information with respect to the machinery and equipment used
in the Company's' manufacturing operations and with respect to the Company's
transportation equipment provided in Item 1 of this annual report is
incorporated by reference in this Item 2.
ITEM 3. LEGAL PROCEEDINGS.
In December 1996, a Complaint for Wrongful Death was filed
against the Company in John C. Bartram, Administrator of the Estate of Dwayne
Scott Mount, Deceased, v. Tuscarora Incorporated and Toyo Machine and Metal
Co., Ltd. in the Court of Common Pleas of Marion County, Ohio. In May 1996, Mr.
Mount, an employee of the Company (the "Decedent"), was killed while working on
a molding machine manufactured by defendant Toyo Machine and Metal Co., Ltd.
("Toyo") at the Company's custom molding facility in Marion, Ohio. Count I of
the Complaint claims that the Decedent was wrongfully killed as a result of
certain alleged intentional conduct of the Company and seeks both compensatory
and punitive damages from the Company of not less than $5,000,000. Count II of
the Complaint seeks damages from defendant Toyo for defective and/or negligent
design of the machine. The Company has filed an Answer to the Complaint denying
the allegations against the Company and asserting various defenses, including
that the plaintiff's claim is barred pursuant to the Ohio Workers' Compensation
Statute. The Company is vigorously defending this litigation. In the opinion of
management, the disposition of this proceeding should not have a material
adverse effect on the Company's financial position or results of operations.
-15-
17
Since February 1992, the Company has been involved in cost
recovery litigation with the United States Environmental Protection Agency
("USEPA") and other parties over clean up costs at the Smith's Farm Superfund
Site in Bullitt County, Kentucky. The litigation is in the United States
District Court for the Western District of Kentucky under the caption AKZO
Coatings, Inc., et al. v. AC&S, Inc., et al. In May 1996, the USEPA, as part of
a global settlement, negotiated a settlement with certain de minimis parties
including the Company. In August 1997, a Consent Order, under which the Company
paid $57,173 in cleanup costs, was signed by the Company and the other de
minimis parties. The Consent Order is subject to approval of the USEPA and the
Department of Justice after publication of notice and a 30-day public comment
period. The Company expects the Consent Order to become final by the end of
1997.
See Item 14(b) under Part IV of this annual report entitled
"Reports on Form 8-K" for information with respect to the termination of the
civil action entitled L. Marie Roberts v. Tuscarora Incorporated, Joe Alcott
and Larry Mooneyhan brought in October 1995 in the State Court of Rockdale
County, Georgia.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of security holders of
the Company during the fiscal quarter ended August 31, 1997.
EXECUTIVE OFFICERS OF THE COMPANY
In accordance with Instruction 3 to Item 401(b) of Regulation
S-K, information with respect to the executive officers of the Company is set
forth below.
Name Age Office with the Company
- -------------------- --- --------------------------------------
John P. O'Leary, Jr. 50 President and Chief Executive Officer
Brian C. Mullins 56 Vice President and Treasurer
David C. O'Leary 48 Vice President, Operations
James H. Brakebill 60 Vice President, Manufacturing Services
Del E. Goedeker 57 Vice President, Corporate Development
John P. O'Leary, Jr. has been President and Chief Executive
Officer of the Company since prior to September 1992. He has been a director of
the Company since 1974 and became Chairman of the Board of Directors in August
1994.
Brian C. Mullins has been Vice President and Treasurer of the
Company since prior to September 1992. Mr. Mullins is the Company's chief
financial and accounting officer.
David C. O'Leary has been Vice President, Operations of the
Company since May 1997; he was Vice President-Sales and Marketing from April
1994 to May 1997 and Vice President-Southern Division from prior to September
1992 to April 1994. Under the May
-16-
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1997 reorganization described under "Reorganization" in Part I of this annual
report, the Company's seven General Managers report to Mr. O'Leary.
James H. Brakebill has been Vice President, Manufacturing
Services of the Company since May 1997; he was Vice President, Manufacturing
from April 1994 to May 1997 and Vice President of Technology from prior to
September 1992 to April 1994. Mr. Brakebill manages the Company's new
Manufacturing Services Group.
Del E. Goedeker was employed by, and became Vice President,
Corporate Development, of, the Company in December 1996. Prior to this time, he
had acted as a consultant to the Company on acquisition matters since May 1996.
Mr. Goedeker was Vice President of the Vesuvius Companies Group of Cookson,
Plc., a manufacturer of high performance refractories and ceramics primarily
for the steel industry, from prior to September 1992 until his retirement on
March 31, 1996. Mr. Goedeker is responsible for corporate development and has
assumed a large share of the responsibility for the Company's business
acquisitions and expansion.
John P. O'Leary, Jr. and David C. O'Leary are brothers.
The executive officers are elected annually by the Board of
Directors at an organization meeting which is held immediately after each
Annual Meeting of Shareholders.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
The Company's Common Stock is traded in the over-the-counter
market on the National Market System of the National Association of Securities
Dealers ("NASDAQ"). The Common Stock trades under the NASDAQ symbol TUSC. As of
August 31, 1997, there were 808 holders of record of the Company's Common
Stock.
Information with respect to the market prices of, and the
cash dividends paid with respect to, the Company's Common Stock during the
fiscal years ended August 31, 1997 and 1996 appears under Note 12 - Quarterly
Financial Data (unaudited) of the Notes to Consolidated Financial Statements on
page 19 of the Company's Annual Report to Shareholders for the fiscal year
ended August 31, 1997 and is incorporated herein by reference.
-17-
19
ITEM 6. SELECTED FINANCIAL DATA.
The selected financial data required by this Item 6 is
furnished by the "Eleven Year Consolidated Financial Summary" which appears on
the bottom half of the inside front cover of the Company's Annual Report to
Shareholders for the fiscal year ended August 31, 1997 and is incorporated
herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION.
The Management's Discussion and Analysis of Results of
Operations and Financial Condition required by this Item 7 appears on pages 20
through 22 of the Company's Annual Report to Shareholders for the fiscal year
ended August 31, 1997 and is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
This Item 7A is not applicable to the Company. The
information required by this Item 7A is first required to be provided by the
Company in its annual report on Form 10-K for the Company's fiscal year ended
August 31, 1998.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The following financial statements and related notes and
report appear on the pages indicated in the Company's Annual Report to
Shareholders for the fiscal year ended August 31, 1997 and are incorporated
herein by reference:
Page(s) in
Annual Report
Financial Statements and Related Report to Shareholders
- --------------------------------------------------- ---------------
Consolidated Statements of Income for the
fiscal years ended August 31, 1997,
1996 and 1995............................................ 8
Consolidated Balance Sheets at August 31,
1997 and 1996............................................ 9
Consolidated Statements of Cash Flows
for the fiscal years ended August 31,
1997, 1996 and 1995...................................... 10
Consolidated Statements of Shareholders'
Equity for the fiscal years ended
August 31, 1997, 1996 and 1995........................... 11
Notes to Consolidated Financial Statements........................ 12-19
Report, dated October 16, 1997, of Ernst & Young LLP.............. 20
The supplementary financial information required by this Item
8 is included in Note 12 - Quarterly Financial Data
-18-
20
(unaudited) of the Notes to Consolidated Financial Statements and is also
incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
The Company changed independent public accountants for the
fiscal year ended August 31, 1997. Information with respect to the change in
independent public accountants was previously reported by the Company in
current reports on Form 8-K filed by the Company with the Commission on
February 15, 1996 and November 14, 1996.
PART III
ITEMS 10 THROUGH 13.
In accordance with the provisions of General Instruction G to
Form 10-K, the information required by Item 10 (Directors and Executive
Officers of the Registrant), Item 11 (Executive Compensation), Item 12
(Security Ownership of Certain Beneficial Owners and Management) and Item 13
(Certain Relationships and Related Transactions) is not set forth herein
(except for the information concerning "Executive Officers of the Company"
which appears at the end of Part I of this annual report) because the Company
has already filed its definitive Proxy Statement for its Annual Meeting of
Shareholders to be held on December 18, 1997, which includes such information,
with the Commission. Such information is incorporated herein by reference,
except for the information required to be included in the Proxy Statement by
paragraphs (i), (k) and (l) of Item 402 of Regulation S-K.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K.
The financial statements, financial statement schedules and
exhibits listed below are filed as part of this annual report:
(a)(1) Financial Statements:
The consolidated financial statements of the Company and its
subsidiaries, together with the report of Ernst & Young LLP, dated October 16,
1997, appearing on pages 8 through 20 of the Company's Annual Report to
Shareholders for the fiscal year ended August 31, 1997, are incorporated herein
by reference (see Item 8 above).
The report of S.R. Snodgrass, A.C., dated October 11, 1996,
with respect to the financial statements of the Company as of August 31, 1996
and for each of the two years then ended was filed with the Company's annual
report on Form 10-K for the fiscal year ended August 31, 1996 and is filed with
this annual report as Exhibit 99.
-19-
21
(a)(2) Financial Statement Schedules:
Page in this
Schedules and Related Report Annual Report
- ------------------------------------------------- -------------
Schedule II - Valuation Account for the fiscal
years ended August 31, 1997,
1996 and 1995 S-1
The report of Ernst & Young LLP with respect to Schedule II
is contained in the consent of Ernst & Young LLP filed with this annual report
as Exhibit 23.1.
All other financial statement schedules are omitted either
because they are not applicable or are not material, or the information
required therein is contained in the consolidated financial statements or notes
thereto set forth in the Company's Annual Report to Shareholders for its fiscal
year ended August 31, 1997.
(a)(3) Exhibits:
Exhibit
No. Document
- ------- ------------------------------------------------------------
3(i) Restated Articles of Incorporation, filed as Exhibit 3(i) to
the Company's annual report on Form 10-K for the fiscal year
ended August 31, 1995 and incorporated herein by reference.
3(ii) By-Laws, as Amended and Restated effective December 15, 1994,
filed as Exhibit 3(ii) to the Company's quarterly report on
Form 10-Q for the fiscal quarter ended February 28, 1995 and
incorporated herein by reference.
4 Loan Agreement, dated as of August 14, 1996, between the
Company and Mellon Bank, N.A., with Revolving Credit Note and
Term Note attached, filed as Exhibit 4 to the Company's
annual report on Form 10-K for the fiscal year ended August
31, 1996 and incorporated herein by reference.
10.1 1985 Incentive Stock Option Plan, as amended by the Company's
Board of Directors on October 29, 1987, filed on June 20,
1988 as part of Exhibit 10.2 to Amendment No. 1 to
Registration Statement No. 33-17138 on Form S-1 and
incorporated herein by reference.*
10.2 1989 Stock Incentive Plan, as amended by the Company's Board
of Directors on October 13, 1994 and approved by the
Company's shareholders on December 15, 1994, filed as Exhibit
10.3 to the Company's annual report on Form 10-K for the
fiscal year ended August 31, 1995 and incorporated herein by
reference.*
-20-
22
Exhibit
No. Document
- ------- ------------------------------------------------------------
10.3 1989 Stock Incentive Plan, as amended by the Company's Board
of Directors effective August 31, 1996, filed as Exhibit 10.4
to the Company's annual report on Form 10-K for the fiscal
year ended August 31, 1996 and incorporated herein by
reference.*
10.4 Common Stock Purchase Plan for Salaried Employees, as amended
by the Company's Board of Directors on October 11, 1996,
filed as Exhibit 10.5 to the Company's annual report on Form
10-K for the fiscal year ended August 31, 1996 and
incorporated herein by reference.*
10.5 Deferred Compensation Plan for Non-Employee Directors, as
adopted by the Company's Board of Directors on December 14,
1994, filed as Exhibit 10.6 to the Company's quarterly report
on Form 10-Q for the fiscal quarter ended February 28, 1995
and incorporated herein by reference.*
10.6 Retirement Policy and Plan for Non-Employee Directors, as
amended by the Company's Board of Directors on December 14,
1994, filed as Exhibit 10.7 to the Company's quarterly report
on Form 10-Q for the fiscal quarter ended February 28, 1995
and incorporated herein by reference.*
10.7 Written description of supplemental retirement benefit for
Thomas P. Woolaway, filed as Exhibit 10.7 to the Company's
annual report on Form 10-K for the fiscal year ended August
31, 1995 and incorporated herein by reference.*
10.8 First Amendment to the Tuscarora Incorporated and Subsidiary
Companies Salaried Employees' Money Purchase Pension Plan, as
adopted by the Company's Board of Directors on October 11,
1996, providing for additional employer contributions for
certain of the Company's executive officers, filed as Exhibit
10.9 to the Company's annual report on Form 10-K for the
fiscal year ended August 31, 1996 and incorporated herein by
reference.*
10.9 Tuscarora Incorporated Supplemental Executive Retirement
Plan, as adopted by the Company's Board of Directors on
February 9, 1996, and related Consent of the Company's
Compensation Committee, dated October 11, 1996, designating
certain of the Company's executive officers as Plan
participants, and form of Participation Agreement, filed as
Exhibit 10.10 to the Company's annual report on Form 10-K for
the fiscal year ended August 31, 1996 and incorporated herein
by reference.*
-21-
23
Exhibit
No. Document
- ------- ------------------------------------------------------------
10.10 Indemnification and Insurance Agreement, dated August 12,
1988, between the Company and John P. O'Leary, Sr.
(substantially identical agreements have been entered into
with all the Company's directors), filed as Exhibit 10.3 to
the Company's annual report on Form 10-K for the fiscal year
ended August 31, 1988 and incorporated herein by reference.
11 Statement re Computation of Earnings Per Share, filed
herewith.
13 Those portions of the Annual Report to Shareholders for the
fiscal year ended August 31, 1997 which are expressly
incorporated in this annual report by reference, filed
herewith.
21 List of subsidiaries of the Company, filed herewith.
23.1 Consent of Ernst & Young LLP, filed herewith.
23.2 Consent of S.R. Snodgrass, A.C., filed herewith.
24 Powers of Attorney, filed herewith.
27 Financial Data Schedule, filed herewith.
99 Report, dated October 11, 1996, of S.R. Snodgrass, A.C.,
filed herewith.
- ------------
* Management contract or compensatory plan, contract or arrangement
required to be filed by Item 601(b)(10)(iii) of Regulation S-K.
The Company agrees to furnish to the Commission upon request copies of
all instruments defining the rights of holders of long-term debt of the Company
and its subsidiaries which are not filed as a part of this annual report.
Copies of the exhibits filed as a part of this annual report are
available at a cost of $.20 per page to any shareholder upon written request to
Brian C. Mullins, Vice President and Treasurer, Tuscarora Incorporated, 800
Fifth Avenue, New Brighton, Pennsylvania 15066.
-22-
24
(b) Reports on Form 8-K:
A current report on Form 8-K was filed by the Company on July 25,
1997.
Under Item 5, the Company reported that on July 16, 1997, the State
Court of Rockdale County, Georgia entered an Order dismissing the civil action
entitled L. Marie Roberts v. Tuscarora Incorporated, Joe Alcott and Larry
Mooneyhan. This action, which was commenced in October 1995, was previously
reported in the Company's annual reports on Form 10-K for the fiscal years
ended August 31, 1995 and August 31, 1996. The Order was entered following
receipt by the Court of a letter from the plaintiff Roberts requesting that the
proceeding be dismissed.
Under Item 5, the Company also referred to its quarterly report to
shareholders for the fiscal quarter ended May 31, 1997 which was mailed on July
22, 1997 and to a press release issued on July 25, 1997 with respect to the
acquisition by the Company of the business and operations of Arrowtip Mouldings
Limited, a manufacturer of custom molded and fabricated foam plastic products
in the United Kingdom. The quarterly report and press release were filed as
exhibits to the Form 8-K and reference was made under Item 5 to the quarterly
report and press release for information with respect to the Company's fiscal
fourth quarter performance.
[This space intentionally left blank.]
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25
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Tuscarora Incorporated
By /s/ JOHN P. O'LEARY, JR.
--------------------------------
John P. O'Leary, Jr., President
and Chief Executive Officer
Date: November 26, 1997
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
Company in the capacities indicated on November 26, 1997:
/s/ JOHN P. O'LEARY, JR. /s/ BRIAN C. MULLINS
- ---------------------------- -------------------------
John P. O'Leary, Jr. Brian C. Mullins
(Director and Chief (Principal Financial
Executive Officer) Officer and Principal
Accounting Officer)
Thomas S. Blair
David I. Cohen
Abe Farkas
Karen L. Farkas
Robert W. Kampmeinert
Jeffery L. Leininger
David C. O'Leary
Harold F. Reed, Jr.
Thomas P. Woolaway
By /s/ BRIAN C. MULLINS
-------------------------
Brian C. Mullins,
Attorney-in-Fact
-24-
26
TUSCARORA INCORPORATED
Schedule II - Valuation Account
Years Ended August 31, 1997, 1996 and 1995
Balance at Charged to Balance at
Beginning Costs and End
Description of Period Expenses Deductions(1) of Period
- ----------------- --------- -------- ------------- ---------
Allowance for
doubtful accounts
Year Ended
August 31, 1997 $787,175 $586,582 $699,068 $674,689
Year Ended
August 31, 1996 694,675 381,196 288,696 787,175
Year Ended
August 31, 1995 646,991 287,782 240,098 694,675
- ----------------
(1) Uncollected receivables written off, net of recoveries.
S-1
27
TUSCARORA INCORPORATED
FORM 10-K FOR FISCAL YEAR ENDED AUGUST 31, 1997
EXHIBIT INDEX
The following exhibits are required to be filed with this annual report on
Form 10-K. Exhibits are incorporated herein by reference to other documents
pursuant to Rule 12b-23 under the Securities Exchange Act of 1934 as amended, as
indicated in the index. Exhibits not incorporated herein by reference follow the
index.
Exhibit
No. Document
------- ------------------------------------------------------------------
3(i) Restated Articles of Incorporation, filed as Exhibit 3(i) to the
Company's annual report on Form 10-K for the fiscal year ended
August 31, 1995 and incorporated herein by reference.
3(ii) By-Laws, as Amended and Restated effective December 15, 1994,
filed as Exhibit 3(ii) to the Company's quarterly report on
Form 10-Q for the fiscal quarter ended February 28, 1995 and
incorporated herein by reference.
4 Loan Agreement, dated as of August 14, 1996, between the Company
and Mellon Bank, N.A. with Revolving Credit Note and Term Note
attached, filed as Exhibit 4 to the Company's annual report on Form
10-K for the fiscal year ended August 31, 1996 and incorporated
herein by reference.
10.1 1985 Incentive Stock Option Plan, as amended by the Company's Board
of Directors on October 29, 1987, filed on June 20, 1988 as part of
Exhibit 10.2 to Amendment No. 1 to Registration Statement No.
33-17138 on Form S-1 and incorporated herein by reference.*
10.2 1989 Stock Incentive Plan, as amended by the Company's Board of
Directors on October 13, 1994 and approved by the Company's
shareholders on December 15, 1994, filed as Exhibit 10.3 to the
Company's annual report on Form 10-K for the fiscal year ended
August 31, 1995 and incorporated herein by reference.*
10.3 1989 Stock Incentive Plan, as amended by the Company's Board of
Directors effective August 31, 1996, filed as
28
TUSCARORA INCORPORATED
FORM 10-K FOR FISCAL YEAR ENDED AUGUST 31, 1997
Exhibit
No. Document
- ------- -----------------------------------------------------------------
Exhibit 10.4 to the Company's annual report on Form 10-K for the
fiscal year ended August 31, 1996 and incorporated herein by
reference.*
10.4 Common Stock Purchase Plan for Salaried Employees, as
amended by the Company's Board of Directors on October 11, 1996, filed as
Exhibit 10.5 to the Company's annual report on Form 10-K for the
fiscal year ended August 31, 1996 and incorporated herein by
reference.*
10.5 Deferred Compensation Plan for Non-Employee Directors, as adopted
by the Company's Board of Directors on December 14, 1994, filed as Exhibit 10.6
to the Company's quarterly report on Form 10-Q for the fiscal
quarter ended February 28, 1995 and incorporated herein by
reference.*
10.6 Retirement Policy and Plan for Non-Employee Directors, as
amended by the Company's Board of Directors on December 14,
1994, filed as Exhibit 10.7 to the Company's quarterly report on
Form 10-Q for the fiscal quarter ended February 28, 1995 and
incorporated herein by reference.*
10.7 Written description of supplemental retirement benefit for
Thomas P. Woolaway, filed as Exhibit 10.7 to the Company's
annual report on Form 10-K for the Company's fiscal year ended
August 31, 1995 and incorporated herein by reference.*
10.8 First Amendment to the Tuscarora Incorporated and Subsidiary
Companies Salaried Employees' Money Purchase Pension Plan, as
adopted by the Company's Board of Directors on October 11, 1996,
providing for additional employer contributions for certain of
the Company's executive officers, filed as Exhibit 10.9 to the
Company's annual report on Form 10-K for the fiscal year ended
August 31, 1996 and incorporated herein by reference.*
10.9 Tuscarora Incorporated Supplemental Executive Retirement
Plan, as adopted by the Company's Board of Directors on February 9, 1996, and
related Consent of the Company's Compensation Committee, dated October 11, 1996,
designating certain of the Company's executive officers as Plan participants,
and form of Participant Agreement, filed as Exhibit 10.10 to the Company's
annual report on Form 10-K for the fiscal year ended August 31, 1996 and
incorporated herein by reference.*
29
TUSCARORA INCORPORATED
FORM 10-K FOR FISCAL YEAR ENDED AUGUST 31, 1997
Exhibit
No. Document
- ------- -----------------------------------------------------------------
10.10 Indemnification and Insurance Agreement, dated August 12, 1988,
between the Company and John P. O'Leary, Sr. (substantially
identical agreements have been entered into with all the
Company's directors), filed as Exhibit 10.3 to the Company's
annual report on Form 10-K for the fiscal year ended August 31,
1988 and incorporated herein by reference.
11 Statement re Computation of Earnings Per Share, filed herewith.
13 Those portions of the Annual Report to Shareholders for the
fiscal year ended August 31, 1997, which are expressly
incorporated in this annual report by reference, filed herewith.
21 List of subsidiaries of the Company, filed herewith.
23.1 Consent of Ernst & Young LLP, filed herewith.
23.2 Consent of S.R. Snodgrass, A.C., filed herewith.
24 Powers of Attorney, filed herewith.
27 Financial Data Schedule, filed herewith.
99 Report, dated October 11, 1996, of S.R. Snodgrass, A.C., filed
herewith.
- ---------------
* Management contract or compensatory plan, contract or arrangement
required to be filed by Item 601(b) (10) (iii) of Regulation S-K.