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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1 to
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
(Mark One)
X For the Fiscal Year Ended December 31, 1997
OR
Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Commission File No.1-14050
LEXMARK INTERNATIONAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-3074422
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
One Lexmark Centre Drive
740 New Circle Road NW
Lexington, Kentucky 40550
(Address of principal executive offices) (Zip Code)
(606) 232-2000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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Class A common stock, $.01 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ___
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.
As of February 28, 1998, there were outstanding 68,281,134 shares (excluding
shares held in treasury) of the registrant's Class A common stock, par value
$.01, which is the only class of voting common stock of the registrant, and
there were no shares outstanding of the registrant's Class B common stock, par
value $.01. As of that date, the aggregate market value of the shares of voting
common stock held by non-affiliates of the registrant (based on the closing
price for the Class A common stock on the New York Stock Exchange on February
28, 1998) was approximately $2,610,055,123.
Documents Incorporated by Reference
Certain information in the company's definitive Proxy Statement for the 1998
Annual Meeting of Stockholders, which will be filed with the Securities and
Exchange Commission pursuant to Regulation 14A, not later than 120 days after
the end of the fiscal year, is incorporated by reference in Part III of this
Form 10-K.
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Item 14(a)(3). Exhibits
Exhibits for the company are listed in the Index to Exhibits beginning on page
E-1.
1
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 in the City of Lexington,
State of Kentucky, on March 23, 1998.
LEXMARK INTERNATIONAL GROUP, INC.
By /s/ Marvin L. Mann
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Name: Marvin L. Mann
Title: Chairman of the Board &
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the following capacities and on the dates indicated.
Signature Title Date
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/s/ Marvin L. Mann Chairman of the March 23, 1998
- ------------------------ Board/Chief Executive
Marvin L. Mann Officer (Principal
Executive Officer)
/s/ Gary E. Morin Vice President/Chief March 23, 1998
- ------------------------ Financial Officer
Gary E. Morin (Principal Financial
Officer)
/s/ David L. Goodnight Corporate Controller March 23, 1998
- ------------------------ (Principal Accounting
David L. Goodnight Officer)
/s/ B. Charles Ames* Director March 23, 1998
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B. Charles Ames
/s/ Roderick H. Carnegie* Director March 23, 1998
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Roderick H. Carnegie
Signature Title Date
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/s/ Frank T. Cary* Director March 23, 1998
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Frank T. Cary
/s/ Paul J. Curlander* Director March 23, 1998
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Paul J. Curlander
/s/ William R. Fields* Director March 23, 1998
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William R. Fields
/s/ Donald J. Gogel* Director March 23, 1998
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Donald J. Gogel
/s/ Ralph E. Gomory* Director March 23, 1998
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Ralph E. Gomory
/s/ Stephen R. Hardis* Director March 23, 1998
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Stephen R. Hardis
/s/ Michael J. Maples* Director March 23, 1998
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Michael J. Maples
/s/ Martin D. Walker* Director March 23, 1998
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Martin D. Walker
* By: /s/ Gary E. Morin
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Gary E. Morin
Attorney-in-Fact
Index to Exhibits
Number Description of Exhibits
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3.1 Third Restated Certificate of Incorporation of Lexmark
International Group, Inc. (the "company"). (1)
3.2 Company By-Laws, as Amended and Restated as of October 26,
1995, and Amended by Amendment No. 1 dated as of February 13,
1997. (7)
4.1 Amended and Restated Secured U.S. Credit Agreement, dated as
of April 21, 1995 (the "U.S. Credit Agreement"), among Lexmark
International, Inc. ("International"), the company, the
Lenders listed therein ("Lenders") and Morgan Guaranty Trust,
as agent (the "Agent"). (2)
4.2 Amendment No. 1 to the U.S. Credit Agreement, dated as of
September 26, 1995, among International, the company, the
Lenders and the Agent. (3)
4.3 Amendment No. 2 to the U.S. Credit Agreement, dated as of
April 3, 1996, among International, the company, the Lenders
and the Agent. (4)
4.4 Amendment No. 3 to the U.S. Credit Agreement, dated as of
March 14, 1997, among International, the company, the Lenders
and the Agent. (8)
4.5 Amendment No. 4 to the U.S. Credit Agreement, dated as of May
1, 1997, among International, the company, the Lenders and the
Agent. (8)
4.6 Rights Agreement, dated as of February 18, 1998, between the
company and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent. (9)
4.7 Registration and Participation Agreement, dated as of March
27, 1991, among the company, The Clayton & Dubilier Private
Equity Fund IV Limited Partnership ("C&D Fund IV"), and the
stockholders of the company named therein. (2)
4.8 Amendment, Waiver and Consent Under Registration and
Participation Agreement, dated as of December 21, 1994,
executed by C&D Fund IV, Leeway & Co., Mellon Bank N.A., as
Trustee for First Plaza Group Trust ("Mellon Bank", and with
Leeway & Co., the "Institutional Investors"), and the
Equitable Investors. (2)
4.9 Registration Agreement, dated as of March 27, 1991, among the
company, International, the Equitable Investors and the
Institutional Investors. (2)
4.10 Amendment No. 1 to the Registration Agreement, dated as of
December 31, 1991, among the company, International, the
Equitable Investors and the Institutional Investors. (2)
4.11 Letter Agreement, dated as of March 27, 1991, among the
company, C&D Fund IV and International Business Machines
Corporation ("IBM"). (1)
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4.12 Securities Purchase Agreement, dated as of March 27, 1991,
among the company and the Institutional Investors. (2)
4.13 Amendment No. 1 to the Securities Purchase Agreement, dated
as of March 27, 1991, among the company and the Institutional
Investors. (2)
4.14 Amendment No. 2 to the Securities Purchase Agreement, dated
as of December 21, 1992, among the company and the
Institutional Investors. (2)
4.15 Specimen of Class A common stock certificate. (1)
4.16 Warrant Agreement, dated as of April 1, 1991, among
International, Spectrum Sciences B.V., a Netherlands
corporation, and the company. (2)
4.17 Letter Agreement, dated December 31, 1992, from Keys
Foundation to the company. (2)
9.1 Voting Trust Agreement, dated as of August 28, 1991, among
Clayton & Dubilier Associates IV Limited Partnership ("C&D
Associates IV"), as voting trustee, the company and Larry H.
Holswade, Thomas L. Millner, Tadd C. Seitz and Peter C. Valli.
(2)
9.2 Voting Trust Agreement, dated as of March 27, 1991, among C&D
Associates IV, as voting trustee, the company and M. Lee
Pearce. (2)
10.1 Supplies Agreement, dated August 14, 1995, between IBM and
International. (3)*
10.1A Category I Supplies Trademark Agreement, dated as of August
16, 1995 and effective as of March 27, 1996, between IBM and
International. (1)
10.2 Agreement, dated as of August 1, 1990, between IBM and
International, and Amendment thereto. (3)*
10.3 Agreement, dated as of May 31, 1990, between International
and Canon Inc., and Amendment thereto. (3)*
10.4 Agreement, dated as of March 26, 1991, between International
and Hewlett-Packard Company. (3)*
10.5 Patent Cross-License Agreement, effective October 1, 1996,
between Hewlett-Packard Company and International. (5)*
10.6 Amended and Restated Lease Agreement, dated as of January 1,
1991, between IBM and Lexmark, and First Amendment thereto.
(2)
10.7 Board Investor Promissory Note and Pledge Agreement, dated as
of December 19, 1994,
between the company and Sir Roderick H. Carnegie. (2)
10.8 Receivables Purchase Agreement, dated as of January 31, 1994,
among International, Delaware Funding Corporation and J.P.
Morgan Delaware, as Administrative Agent. (2)
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10.9 Purchase Agreement, dated as of March 31, 1997, between
International, as Originator, and Lexmark Receivables
Corporation ("LRC"), as Buyer. (8)
10.10 Receivables Purchase Agreement, dated as of March 31, 1997,
among LRC, as Seller, International, as Servicer and in its
individual capacity, Delaware Funding Corporation, as Buyer,
and Morgan Guaranty Trust Company of New York, as
Administrative Agent. (8)
10.11 Indemnification Agreement, dated as of March 27, 1991, among
the company, International, Clayton & Dubilier, Inc. and C&D
Fund IV. (2)
10.12 Form of Stock Subscription Agreement, between the company and
Board investors (including a schedule of Board investors,
purchase dates and number of shares purchased). (1)
10.13 Form of Management Stock Subscription Agreement, among the
company, International and Named Executive Officers (including
a schedule of Named Executive Officers, purchase dates and
number of shares purchased). (1) +
10.14 Lexmark International Group, Inc. Stock Option Plan for
Executives and Senior Officers. (2) +
10.15 First Amendment to the Stock Option Plan for Executives and
Senior Officers, dated as of October 31, 1994. (1) +
10.16 Second Amendment to the Stock Option Plan for Executive and
Senior Officers, dated as of September 13, 1995. (1) +
10.17 Form of Management Stock Option Agreement, among the company,
International and Named Executive Officers (including a
schedule of Named Executive Officers, grant dates and number
of shares granted pursuant to options). (1) +
10.18 First Amendment to Management Stock Option Agreement, dated
as of October 31, 1994, between the company and Marvin L.
Mann. (1) +
10.19 Lexmark International Group, Inc. Stock Incentive Plan. (1) +
10.20 Form of Non-Qualified Stock Option Agreement, pursuant to the
company's Stock Incentive Plan. (1) +
10.21 Lexmark International Group, Inc. Stock Incentive Plan,
Amended and Restated Effective May 2, 1997, as amended by
Amendment No. 1 thereto dated as of July 31, 1997. (8)+
10.22 1995-1997 Long Term Incentive Plan. (2) +
10.23 Form of Management Stock Subscription Agreement, among the
company, International and Named Executive Officers (including
a schedule of Named Executive Officers, grant dates and number
of shares granted pursuant to options). (1) +
10.24 Employment Agreement, dated as of March 18, 1997, between
Marvin L. Mann and International. (10) +
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10.25 Employment Agreement, dated as of March 18, 1997, between
Paul J. Curlander and International. (10) +
10.26 Employment Agreement, dated as of March 18, 1997, between
Donald C. Shropshire and International. (10) +
10.27 Employment Agreement, dated as of September 13, 1995, between
John A. Stanley and International U.K. Ltd. (1) +
10.28 Amendment, dated April 1, 1997, to the John A. Stanley
Employment Agreement. (10) +
10.29 Employment Agreement, dated as of March 18, 1997, between
Gary E. Morin and International. (10) +
10.30 Lexmark International Group, Inc. Non-Employee Director Stock
Plan, Amended and Restated Effective December 12, 1996. (6) +
10.31 Lexmark International Group, Inc. Nonemployee Director Stock
Plan, Amended and Restated Effective May 2, 1997, as amended
by Amendment No. 1 thereto dated as of July 31, 1997. (8)+
10.32 Credit Agreement, dated as of January 27, 1998, among the
company, as Parent Guarantor, International, as Borrower, the
Lenders party thereto, Fleet National Bank, as Documentation
Agent, Morgan Guaranty Trust Company of New York, as
Syndication Agent, and The Chase Manhattan Bank, as
Administrative Agent. (10)
21 Subsidiaries of the company as of December 31, 1997. (10)
23 Consent of Coopers & Lybrand L.L.P. (10)
24 Powers of Attorney. (11)
27.1 Financial Data Schedule for the year ended December 31, 1997.
(10)
27.2 Restated Financial Data Schedule for the nine months ended
September 30, 1997
27.3 Restated Financial Data Schedule for the six months ended June
30, 1997
27.4 Restated Financial Data Schedule for the three months ended
March 31, 1997
27.5 Restated Financial Data Schedule for the year ended December
31, 1996
27.6 Restated Financial Data Schedule for the nine months ended
September 30, 1996
27.7 Restated Financial Data Schedule for the six months ended June
30, 1996
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*Confidential treatment previously granted by the Securities and Exchange
Commission.
+ Indicates management contract or compensatory plan, contract or arrangement.
(1) Incorporated by reference to company's Form S-1 Registration
Statement, Amendment No. 1 (Registration No. 33-97218) filed
with the Commission on October 27, 1995.
(2) Incorporated by reference to company's Form S-1 Registration
Statement, (Registration No. 33-97218) filed with the
Commission on September 22, 1995.
(3) Incorporated by reference to company's Form S-1 Registration
Statement, Amendment No. 2 (Registration No. 33-97218) filed
with the Commission on November 13, 1995.
(4) Incorporated by reference to company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1996 (Commission
File No. 1-14050).
(5) Incorporated by reference to company's Quarterly Report on
Form 10-Q/A for the quarter ended September 30, 1996
(Commission File No. 1-14050).
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(6) Incorporated by reference to company's Form S-3 Registration
Statement (Registration No. 333-19377) filed with the
Commission on January 8, 1997.
(7) Incorporated by reference to the company's Annual Report on
Form 10-K for the fiscal year end December 31, 1996
(Commission File No. 1-14050).
(8) Incorporated by reference to the company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1997 (Commission
File No. 1-14050).
(9) Incorporated by reference to the company's Current Report on
Form 8-K dated February 27, 1998 (Commission File No.
1-14050).
(10) Previously filed.
(11) Incorporated by reference to company's Form S-3 Registration
Statement (Registration No. 333-47707) filed with the
Commission on March 11, 1998.
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