Item 1. Description Of Business.
(a) General Development Of Business.
Registrant (hereinafter referred to as the "Company") was incorporated in Delaware in 1928 as Poor & Company, combining the businesses of several companies which supplied the railroad industry with a line of track components and equipment and supplied other industries with steel forgings. Since then, the Company has changed the scope of its operations through internal development, acquisitions and dispositions to include the manufacture and sale of track components, load securement systems, construction equipment and materials handling equipment. Additional information regarding the Company's business is contained on pages 4 through 9 of the Company's 1996 Annual Report to Stockholders ("1996 Annual Report") and said Section is incorporated herein by reference. The Company's name was changed to PORTEC, Inc. in 1968.
The Company executed a Credit Agreement amended as of June 13, 1995 ("Credit Agreement") with the NBD Bank which provides the Company with a revolving credit facility. None of the Company's assets were required to be pledged as security under the amended Credit Agreement. Portec, Ltd., a wholly-owned subsidiary of the Company, executed a Credit Authorization as of July 15, 1994 with NBD Bank, Canada which provided for a term loan of $4,000,000 on an unsecured basis. This term loan was paid in full during 1995. For additional information on the Credit Agreement and Credit Authorization see Note 6 of the Notes to Consolidated Financial Statements appearing on page 24 of the 1996 Annual Report.
On November 1, 1993, Portec, Ltd., the Company's Canadian subsidiary, acquired the assets of Welland Vale, Ltd. Located in St-Jean, Quebec, Welland Vale, Ltd. had been the principal supplier of rail anchors, the primary product of Portec, Ltd., for many years.
In November 1993, the Company acquired the assets of Nor-East Equipment, a manufacturer of conveyor systems for solid waste recycling facilities. In December, Portec (U.K.) Ltd., the Company's subsidiary in the United Kingdom, purchased the assets of PVH Engineering which added a number of products related to existing materials handling lines. In July 1995, Portec (U.K.) Ltd. sold the assets of PVH Engineering after transferring several of PVH's proprietary materials handling product lines to the Portec (U.K.) Ltd. manufacturing facility.
On April 29, 1994, the Company acquired certain of the assets of Count Recycling Systems, Inc (renamed Countec). Located in Des Moines, Iowa, Countec is a supplier of materials recovery facilities (MRF's) for the sorting and recycling of residential and commercial solid waste.
The Company acquired certain assets of Innovator Manufacturing, Inc. on July 18, 1994. Innovator Manufacturing, Inc., located in London, Ontario, Canada, was a producer of equipment used for the processing of green yard waste, waste wood and demolition debris. Immediately following the purchase, production was transferred from London, Ontario to Yankton, South Dakota. Portec, Ltd., a wholly-owned subsidiary of the Company acquired the stock of Innovator Holdings on July 20, 1994. During the fourth quarter of 1995, a Canadian research and development facility acquired as a part of Innovator Holdings was closed. For additional information on the closing of Innovator Holdings see Note 15 of the Notes to Consolidated Financial Statements appearing on page 31 of the 1996 Annual Report.
On July 16, 1996, the Company acquired certain assets of Moore & Steele Corporation. Moore & Steele Corporation is a supplier of a full line of rail lubrication systems for the railroad industry.
(b) Financial Information About Industry Segments.
Financial information and identifiable assets' information applicable to the Company's business segments are contained in the Section entitled "Business Segments", appearing on page 10 of the 1996 Annual Report. Note 13 of the Notes to Consolidated Financial Statements appearing on page 30 of the 1996 Annual Report contains additional information related to the business segments, and said Section and Note are incorporated herein by reference.
(c) Narrative Description Of Business.
(i) Description Of Business, Products And Markets. A description of the Company's continuing business and descriptive information about the Company's products, business units and methods of distribution included in each business segment are contained on pages 4 through 9 of the 1996 Annual Report and those pages are incorporated herein by reference. Principal markets served are reflected in the Company's three business segment's namely, Construction Equipment, Materials Handling and Railroad.
(ii) Announced New Products Or Segments Of Material Importance. The Company regularly makes improvements to its existing products and develops new products. However, during 1996 these activities did not require the investment of a material amount of the assets of the Company and this practice is expected to continue in 1997.
(iii) Sources And Availability Of Materials. Steel and steel fabrications are the principal materials used in the Company's products. There are a large number of domestic and foreign suppliers of these materials.
(iv) Patents, Trademarks And Licenses. The Company owns a number of patents, trademarks and licenses applicable to each of its business segments and considers them, in the aggregate, to be of competitive importance. However, the Company does not consider that any single patent, trademark or license or group of patents, trademarks or licenses is of such importance that its or their loss would materially affect the Company's business as a whole.
(v) Seasonality Of Business. The demand for certain of the Company's products is subject to seasonal fluctuations. In particular, the Company's Construction Equipment and Railroad product lines experience normal downturns in sales during the end of the third and throughout the fourth quarters due in large part to reductions in construction and track work. This reduction in sales generally has a negative impact on the Company's fourth quarter results.
(vi) Working Capital. The Company's working capital requirements are consistent with those of other industrial companies with which it is in competition. As pointed out in the immediately preceding paragraph (v), the demand for certain of the Company's products is subject to seasonal fluctuations. These fluctuations result in a need for increased working capital during the first six months of a year. The Company had current ratios of 2.6, 2.1 and 1.6 to 1 at December 31, 1996, 1995 and 1994, respectively.
(vii) Principal Customers Of Business Segments. No segment of the Company's business is dependent upon a single customer; however, the Company's Railroad segment is mainly dependent upon sales to United States and Canadian railroads and TTX Company. In 1996, no single customer accounted for 10 percent or more of the Company's consolidated revenues.
(viii) Backlog Of Orders. The Company's backlog of orders at December 31, 1996, was $20,885,000, compared with backlog at December 31, 1995, of $21,590,000. The backlog at December 31, 1996, is believed to be firm and 100% is deliverable in 1997. Orders received in 1996 were $97,498,000, a 2% increase from $95,848,000 in orders received in 1995.
(ix) Government Contracts. The Company provides goods to various branches or departments of the United States Government. These sales are routine in nature and do not comprise a significant amount of the Company's business.
(x) Competitive Conditions. The markets in which the Company sells its products are highly competitive in the areas of price, delivery, service, warranty and product performance. In each of its business segments, the Company competes with several different companies, some of which are larger and have greater financial resources.
(xi) Research And Development. The Company estimates research expenditures for continuing operations related to the development of new products and improvements of existing products were $784,000, $900,000 and $510,000 for the years 1996, 1995 and 1994, respectively. Customer-sponsored research activities were not material in those years.
(xii) Environment Expenditures. Compliance with federal, state and local laws relating to the discharge of materials into the environment or otherwise relating to the protection of the environment did not have a material effect upon capital expenditures, earnings or competitive position of the Company in 1996 and are not expected to have a material effect on 1997 results. In regard to environmental matters, see the Subsection entitled "Environmental" of the Section entitled "Management's Discussion And Analysis" appearing on page 16 of the 1996 Annual Report and said Subsection is incorporated herein by reference.
(xiii) Number Of Employees. The number of persons employed by the Company as of December 31, 1996, was 671 compared with 637 at December 31, 1995.
(d) Financial Information About Foreign And Domestic Operations And Exports Sales.
The Section entitled "Geographic Areas" appearing on page 11 of the 1996 Annual Report contains information as to the Company's United States, international and export net sales, operating profit and identifiable assets and said Section is incorporated herein by reference for each of the years 1996, 1995 and 1994. The Company's Canadian operation, Portec, Ltd., is a supplier to the two major Canadian railroads. While the performance of these railroads improved in 1996, the Company could be negatively impacted by future disruptions related to restructuring of these railroads.
Item 2.
Item 2. Properties.
The Company's principal operations are conducted at the designated properties listed below. The buildings on these properties are of various ages and construction, generally considered satisfactorily maintained and suitable for the Company's operations and, except as otherwise indicated, are owned by the Company.
Item 3.
Item 3. Legal Proceedings.
There are various lawsuits and claims pending against the Company. In the opinion of management, any liabilities that may result from such lawsuits and claims will not materially affect the consolidated financial position of the Company.
Item 4.
Item 4. Submission Of Matters To A Vote Of Security Holders.
During the fourth quarter of 1996, there were no matters submitted to a vote of security holders of the Company through the solicitation of proxies or otherwise.
Executive Officers Of The Company.
The following is a list of the Company's executive officers, their ages, and their positions and offices as of March 27, 1997:
Name of Age as of Current Position with Officer Executive March 25, 1997 The Company Since
Albert Fried, Jr. 67 Chairman of the Board 1989
Michael T. Yonker 54 President and Chief 1988 Executive Officer and Director
John S. Cooper 62 Senior Vice President, 1983 Group Executive of the Railroad Group and General Manager of the Railway Maintenance Products Division
Nancy A. Kindl 55 Vice President, 1982 Treasurer, Secretary, Controller and Chief Financial Office
Kevin C. Rorke 48 Vice President, 1995 Group Executive of Materials Handling Group
Family Relationships And Agreements
There are no family relationships among the officers. Each executive officer except Mr. Fried and Mr. Rorke has an agreement with the Company relating to his or her employment as generally described in the Section entitled "Employment, Termination, and Change-in-Control Agreements" appearing on pages 12 and 13 of the Company's 1997 Proxy Statement and said Section is incorporated herein by reference. The Company's officers are chosen by its Board of Directors. Any officer elected or appointed by the Board may be removed with or without cause at any time by the affirmative vote of the majority of the whole Board.
Business Experience
Mr. Albert Fried, Jr. became a member of the Company's Board of Directors in December 1988 and the Company's Chairman of the Board in October 1989. He has been a member of the Company's Nominating Committee since December 1989. He has been the Managing Partner of Albert Fried & Company, New York, New York (investment banking) for more than ten years and also is the Managing Partner of Buttonwood Specialists, L.P. New York, New York, specialists on the New York Stock Exchange. He is a member of the New York Stock Exchange, Inc. and the New York Futures Exchange. He is a director of EMCOR Group, Inc. and is also a director of various civic and philanthropic organizations.
Mr. Michael T. Yonker joined the Company as President and Chief Executive Officer in December 1988, and continues to serve the Company in that capacity. He became a director in December 1989 and has been a member of the Company's Nominating Committee since December 1989. For the period of October 1981 until December 1988, he was the Vice President and Drive Division Manager of P. T. Components, Inc., of Philadelphia, Pennsylvania (industrial gear drives) which was formed as a private company in October 1981. He is a director of Modine Manufacturing Company and Woodward Governor Company.
Mr. John S. Cooper was employed by the Company in July 1979 as Division Vice President of Operations of the Company's Railcar Division, became Division Vice President and General Manager of the Railcar Division in August 1980, Vice President and Group Executive in June 1983, Vice President and General Manager of the RMC Division in April 1985 and Senior Vice President and Group Executive of the Railroad Group in February 1987.
Ms. Nancy A. Kindl was employed by the Company in August 1974, and has held various accounting, auditing, tax and other financial positions with the Company. She left the Company in December 1988 to take a position with Amoco Technology Company as the Director of Acquisition Projects and returned to the Company in November 1989 to fill the position of Vice President, Treasurer and Controller. She also assumed the positions of Secretary and Chief Financial Officer effective January 1, 1993.
Mr. Kevin C. Rorke was employed by the Company in February 1987, as Manager of Project Management of the Automated Systems Division, became General Manager of the Automated Systems Division in June 1988 and Group Executive of the Materials Handling Group in November 1988. In June 1995, he assumed the position of Vice President and Group Executive of the Materials Handling Group. For the period 1978 until February 1987, he was Project Manager of AGVS and Towline Systems for FMC Corporation's Material Handling Systems Division.
Other
There have been no events under any bankruptcy act, no criminal proceedings and no judgments or injunctions material to the evaluation of the ability and integrity of the above-name executive officers during the past five years.
PART II
Item 5.
Item 5. Market For The Company's Common Stock And Related Stockholder Matters.
(a) Principal Markets. The principal markets on which the Company's common stock is traded are the: New York Stock Exchange and Chicago Stock Exchange.
(b) Approximate Number of Holders of Common Stock. Based on information provided by the Company's stock transfer agent, the number of holders of record of the Company's common stock as of March 25, 1997 was 1,165.
(c) Stock Prices and Dividend Information. The information contained in the Section entitled "Quarterly Stock & Dividend Information" appearing on page 36 of the 1996 Annual Report presents for the years 1996 and 1995 quarterly high and low prices of the Company's common stock, and said Section is incorporated herein by reference. There were no cash dividends paid in 1995. During the fourth quarter of 1996, the Company resumed paying quarterly cash dividends at the rate of 8 cents per common share. The first quarterly dividend was paid on December 16, 1996. The closing price for shares of common stock on the Composite Tape on March 25, 1997 was $10.125.
The Company's Agreement with NBD Bank limits the Company's right to pay cash dividends to an amount not to exceed 50% of the cumulative consolidated net income of the Company and its subsidiaries earned in the preceding fiscal year of the Company.
Item 6.
Item 6. Selected Financial Data.
The Section entitled "Five-Year Summary" appearing on page 1 of the 1996 Annual Report contains selected financial data relating to the Company and should be read in conjunction with the Consolidated Financial Statements and Notes thereto appearing on pages 17 through 32 of the 1996 Annual Report. Said Section and pages 17 through 32 are incorporated herein by reference. Also, Item 1.(a) of this Report should be read in conjunction with this item.
Item 7.
Item 7. Management's Discussion And Analysis Of Financial Condition And Results Of Operations.
The Section entitled "Management's Discussion And Analysis" appearing on pages 12 through 16 of the 1996 Annual Report contains information as to the Company's financial condition, changes in financial condition and results of operations and said Section is incorporated herein by reference. Also, the letter "To Our Stockholders and Employees" appearing on pages 2 and 3, of the 1996 Annual Report, is incorporated herein by reference.
Item 8.
Item 8. Financial Statements And Supplementary Data.
The Consolidated Financial Statements, and Notes thereto appearing on pages 17 through 32 in the 1996 Annual Report, together with the report thereon of Price Waterhouse LLP dated February 18, 1997, appearing on page 33 in the 1996 Annual Report contain financial information relating to the Company and are incorporated herein by reference.
Item 9.
Item 9. Changes In And Disagreements With Accountants On Accounting and Financial Disclosure.
None.
PART III
Item 10.
Item 10. Directors And Executive Officers Of The Company.
The Sections entitled "Nominees For Election As Directors", "Directors Whose Term Continue Until 1998", and "Directors Whose Term Continue Until 1999" appearing on pages 2 through 5, of the Company's 1997 Proxy Statement contain information relating to directors and nominees for directors and are incorporated herein by reference. Certain information as to the Company's executive officers is contained in the Section entitled "Executive Officers Of The Company" in Part I of this Form 10-K.
Item 11.
Item 11. Executive Compensation.
The Section entitled "Compensation Of Executive Officers" and the Subsections thereunder appearing on pages 9 through 15 of the 1997 Proxy Statement, the Section entitled "Employment, Termination, and Change-in-Control Agreements" appearing on pages 12 and 13 of the 1997 Proxy Statement, the Subsection entitled "Compensation" of the Section entitled "Board of Director's Matters" appearing on page 5 of the 1997 Proxy Statement, the Section entitled "Compensation Committee Interlocks and Insider Participation" appearing on page 6 of the 1997 Proxy Statement, the Section entitled "Report Of The Stock Option and Compensation Committee Of The Board of Directors" appearing on pages 13 through 15 of the 1997 Proxy Statement and the Section entitled "Performance Graph" appearing on page 16 of the 1997 Proxy Statement are incorporated herein by reference and contain certain information relating to past and prospective remuneration matters applicable to directors and executive officers of the Company and said Sections and Subsections are incorporated herein by reference.
Item 12.
Item 12. Security Ownership Of Certain Beneficial Owners And Management.
The Section entitled "Stock Ownership" appearing on pages 6 through 8 of the 1997 Proxy Statement contains information relating to ownership of common stock of the Company by certain beneficial owners and management, and said Section is incorporated herein by reference.
Item 13.
Item 13. Certain Relationships And Related Transactions.
None.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules And Reports On Form 8-K.
(a)(1) Consolidated Financial Statements of PORTEC, Inc.: Page In 1996 Annual Report
Consolidated Statements of Income For the Years Ended December 31, 1996, 1995 and 1994............... 17
Consolidated Balance Sheets at December 31, 1996 and 1995... 18
Consolidated Statements Of Cash Flows For the Years Ended December 31, 1996, 1995 and 1994..................... 19
Notes to Consolidated Financial Statements (including Unaud- ited Quarterly Financial Information)...................... 20
Report of Independent Accountants........................... 33
(2) Financial Statement Schedule:
Page In This Report
Report of Independent Accountants on Financial Statement Schedules................................................... 16
Valuation and Qualifying Accounts and Reserves (Schedule II)......................................................... 17
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:
3(a) The Company's Certificate of Incorporation, as amended to April 29, 1987, a copy of which was included as Item 6(a)3 of the Company's Form 10-Q Report for the quarter ended March 31, 1987.*
3(b) The Company's By-Laws, as amended April 23, 1991, a copy of which was included as Item 6(a) 3 of the Company's Form 10-Q Report for the quarter ended March 31, 1991.*
4(a) Credit Agreement dated as of February 12, 1993 by and between NBD Bank and the Company, a copy of which was included as Item 7(4)(a) of the Company's Form 8-K Report dated March 18, 1993.*
4(b) First amendment to Credit Agreement dated as of April 26, 1994 by and between NBD Bank and the Company, a copy of which was included as Item 14(a)(3)4(b) of Part IV of the Company's Form 10-K Report for the year ended December 31, 1994.*
4(c) Second amendment to Credit Agreement dated as of June 13, 1995 by and between NBD Bank and the Company, a copy of which was included as Item 14(a)(3)4(c) of Part IV of the Company's Form 10-K Report for the year ended December 31, 1995.*
10(a) The Division Management Incentive Compensation Plan effective January 1, 1997.(x)
10(b) The Key Management Incentive Compensation Plan effective January 1, 1997.(x)
10(c) The Company's Supplemental Non-Qualified Retirement Income Plan For Designated Executive Employees as amended effective January 1, 1994, a copy of which was included as Item 14(a)(3)10(c) of Part IV of the Company's Form 10-K Report for the year ended December 31, 1994.*(x)
10(d) The 1982 PORTEC, Inc. Employees' Stock Benefit Plan, as amended effective April 24, 1984, a copy of which was included as Item 14(a)(3) 10(l) of Part IV of the Company's Form 10-K Report for the year ended December 31, 1984.*(x)
10(e) The 1988 PORTEC, Inc. Employees' Stock Benefit Plan, as amended effective April 26, 1994, a copy of which was included as Item 14(a)(3) 10(e) of Part IV of the Company's Form 10-K Report for the year ended December 31, 1994.*(x)
10(f) Amendment to The 1988 PORTEC, Inc. Employees' Stock Benefit Plan, effective as of April 25, 1995, a copy of which was included as Item 14(a)(3)10(f) of Part IV of the Company's Form 10-K Report for the year ended December 31, 1995.*(x)
10(g) Agreement dated February 28, 1989, between the Company and M. T. Yonker, a copy of which was included as Item 14(a)(3)10(o) of Part IV of the Company's Form 10-K Report for the year ended December 31, 1988.*(x)
10(h) Letter Agreement dated December 12, 1989, between the Company and M. T. Yonker which amended the agreement dated February 28, 1989, between the Company and M. T. Yonker, a copy of which was included as Item 14(a)(3)10(o) of Part IV of the Company's Form 10-K Report for the year ended December 31, 1989.*(x)
10(i) Agreement and Release made January 9, 1990, between the Company and John S. Cooper, a copy of which was included as Item 14(a)(3)10(p) of Part IV of the Company's Form 10-K Report for the year ended December 31, 1989.*(x)
10(j) Employment Agreement dated November 16, 1989, between the Company and N. A. Kindl, a copy of which was included as Item 14(a)(3)10(r) of Part IV of the Company's Form 10-K Report for the year ended December 31, 1989.*(x)
11 The Company's statement regarding computations of per share earnings.
13 The Company's 1996 Annual Report to Stockholders.**
21 List of the Company's subsidiaries.
23 Consent of Independent Accountants.
27 Financial Data Schedule.
99(a) 11-K Report for 1996 for the PORTEC, Inc. Savings and Investment Plan.(x)
99(b) Important Factors and Assumptions Regarding Forward-Looking Statements.
* Incorporated herein by reference.
** The 1996 Annual Report to Stockholders, except for those portions thereof which are expressly incorporated by reference in this Report on Form 10-K, is furnished for the information of the Securities and Exchange Commission only and is not to be deemed filed as part of this filing.
(x) Management contract or compensatory plan or arrange- ment.
(b) Reports on Form 8-K:
There were no reports on Form 8-K filed by the Registrant during the fourth quarter of 1996.
For purposes of complying with the amendments to the rules governing Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the undersigned Registrant hereby undertakes as follows, which undertaking shall be incorporated by reference into Part II of Registrant's Registration Statements on Form S-8 File No. 2-76476; File No. 2-79004; and File No. 33-32700.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter had been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES
To The Board of Directors of PORTEC, Inc.
Our audits of the consolidated financial statements referred to in our report dated February 18, 1997 appearing on page 33 of the 1996 Annual Report to Stockholders of PORTEC, Inc. (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the Financial Statement Schedule listed in Item 14(a) 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
Chicago, Illinois February 18, 1997
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange of 1934, PORTEC, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PORTEC, Inc.
By: /S/ Michael T. Yonker
Michael T. Yonker President and Chief Executive Officer and Director
By: /S/ Nancy A. Kindl
Nancy A. Kindl Vice President - Finance, Treasurer, Controller, and Secretary (Chief Financial and Accounting Officer)
March 25, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this report on Form 10-K has been signed below by the following persons on behalf of PORTEC, Inc. and in the capacities and on the dates indicated:
Signature Title Date
/S/ Albert Fried, Jr. Chairman March 28, 1997 Albert Fried, Jr. of the Board
/S/ J. Grant Beadle Director March 28, 1997 J. Grant Beadle
/S/ Frank T. MacInnis Director March 28, 1997 Frank T. MacInnis
/S/ Frederick J. Mancheski Director March 28, 1997 Frederick J. Mancheski
/S/ John F. McKeon Director March 21, 1997 John F. McKeon
/S/ Arthur McSorley, Jr. Director March 28, 1997 Arthur McSorley, Jr.
/S/ Michael T. Yonker Director March 28, 1997 Michael T. Yonker
/S/ L. L. White, Jr. Director March 28, 1997 L. L. White, Jr.
19 - 26
EXHIBIT INDEX
Page No. Within Sequential Numbering System of Exhibit
Exhibit Description
3(a) The Company's Certificate of Incorporation, as amended to April 29, 1987, a copy of which was included as Item 6(a)3 of the Company's Form 10-Q Report for the quarter ended March 31, 1987.*
3(b) The Company's By-Laws, as amended April 23, 1991, a copy of which was included as Item 6(a)3 of the Company's Form 10-Q Report for the quarter ended March 31, 1991.*
4(a) Credit Agreement dated as of February 12, 1993 by and between NBD Bank and the Company, a copy of which was included as Item 7(4)(a) of the Company's Form 8-K Report dated March 18, 1993*
4(b) First amendment to Credit Agreement dated as of April 26, 1994 by and between NBD Bank and the Company, a copy of which was included as Item 14(a)(3)4(b) of Part IV of the Company's Form 10-K Report for the year ended December 31, 1994.*
4(c) Second amendment to Credit Agreement dated as of June 13, 1995 by and between NBD Bank and the Company, a copy of which was included as Item 14(a)(3)4(c) of Part IV of the Company's Form 10-K Report for the year ended December 31, 1995.*
10(a) The Division Management Incentive Compensation 29 Plan effective January 1, 1997.(x)
10(b) The Key Management Incentive Compensation Plan 35 effective January 1, 1997.
10(c) The Company's Supplemental Non-Qualified Retirement Income Plan For Designated Executive Employees as amended effective January 1, 1994, a copy of which was included as Item 14(a)(3)10(c) of Part IV of the Company's Form 10-K Report for the year ended December 31, 1994.*(x)
10(d) The 1982 PORTEC, Inc. Employees' Stock Benefit Plan, as amended effective April 24, 1984, a copy of which was included as Item 14(a)(3)10(1) of Part IV of the Company's Form 10-K Report for the year ended December 31, 1984.*(x)
10(e) The 1988 PORTEC, Inc. Employees' Stock Benefit Plan, as amended effective April 26, 1994, a copy of which was included as Item 14(a)(3)10(e) of Part IV of the Company's Form 10-K Report for the year ended December 31, 1994.*(x)
10(f) Amendment to The 1988 PORTEC, Inc. Employees' Stock Benefit Plan, effective as of April 25, a copy of which was included as Item 14(a)(3)10(f) of Part IV of the Company's Form 10-K Report for the year ended December 31, 1995.*(x)
10(g) Agreement dated February 28, 1989, between the Company and M. T. Yonker, a copy of which was included as Item 14(a)(3)10(o) of Part IV of the Company's Form 10-K Report for the year ended December 31, 1988.*(x)
10(h) Letter Agreement dated December 12, 1989, between the Company and M. T. Yonker which amended the agreement dated February 28, 1989, between the Company and M. T. Yonker, a copy of which was included as Item 14(a)(3)10(o) of Part IV of the Company's Form 10-K Report for the year ended December 31, 1989.*(x)
10(i) Agreement and Release made January 9, 1990, between the Company and John S. Cooper, a copy of which was included as Item 14(a)(3)10(p) of Part IV of the Company's Form 10-K Report for the year ended December 31, 1989.*(x)
10(j) Employment Agreement dated November 16, 1989, between the Company and N. A. Dedert-Kindl, a copy of which was included as Item 14(a)(3)10(r) of Part IV of the Company's Form 10-K Report for the year ended December 31, 1989.*(x)
11 The Company's statement regarding computations 42 of per share earnings.
13 The Company's 1996 Annual Report to Stockholders. 43
21 List of the Company's subsidiaries. 83
23 Consent of Independent Accountants. 84
27 Financial Data Schedule. 85
99(a) 11-K Report for 1996 for the PORTEC, Inc. Savings and 86 Investment Plan.(x)
99(b) Important Factors and Assumptions Regarding Forward-Looking 106 Statements.
* Incorporated herein by reference.
(x) Management contract or compensatory plan or arrangement.