ITEM 1. BUSINESS
GENERAL
Woodhead Industries, Inc. was incorporated in Illinois in 1922 and reincorporated in Delaware in 1978. The corporation and its subsidiaries are primarily engaged in the manufacture and sale of devices for the control and distribution of electrical power for industry.
There were no material changes in the manner in which the Company conducted its business during fiscal 1996.
INDUSTRY SEGMENTS
The Company consists of one business segment which can best be described as specialty power and signaling devices. That segment accounted for 98% of the sales and 95% of the earnings in 1996 and during the past five years has averaged 98% of sales and 95% of earnings. Molded rubber products, an immaterial business segment and therefore not reported separately, accounted for the remainder of the sales and earnings.
PRODUCTS
The Company's products are designed for and used primarily in industrial applications for the distribution of power, for signaling and for motion control. They can be classified into three groups: electrical specialties, reels and power systems, and molded rubber products. The electrical specialty product classification includes, among other items, portable handlamps, low-voltage safety lights, wiring devices, weatherproof receptacles, circuit testers, portable power distribution equipment, pendant push-button enclosures, general-purpose power and control connectors, and custom copper and fiber optic cable assemblies. Reels and power systems include such products as electric cord and cable reels, electric cable festooning systems, collector rings, static discharge reels, tool balancers, ergonomic workstations, hose reels, and multiple-cable carrier systems.
There is widespread applicability for the Company's products throughout a broad range of industries such as petro-chemical, automotive, steel, airline, chemical, food processing, utility, communications, mining, heavy construction, health care, and recreation. A majority of the products are used in plant maintenance and production with the balance becoming a component part of another product.
Part I - cont'd.
The percent of sales and income for the three product classifications over the past five years is as follows:
SALES INCOME ------------------------ ------------------------ 1996 1995 1994 1993 1992 1996 1995 1994 1993 1992
Electrical specialties 67 66 68 68 67 77 81 78 75 87 Reels and power systems 31 33 31 30 31 18 16 18 20 7 Molded rubber products 2 1 1 2 2 5 3 4 5 6
DISTRIBUTION
All of the Company's products are of heavy-duty, industrial grade. These products are sold directly to users, to original equipment manufacturers, and through selected distributors, mainly in the United States, Canada, Europe and Asia with some sales going to other parts of the world. These distributors are serviced by manufacturers' agencies whose sales personnel solicit sales for the Company's products and promote them to the ultimate users. These agencies also represent other manufacturers whose lines, in general, are complementary to the Company's products.
AVAILABILITY OF MATERIALS
Parts and materials for the Company's products are readily available from a variety of suppliers. It has been a practice to develop and use more than one source of supply for any item considered critical.
PATENTS/TRADEMARKS/LICENSING
On certain of its products, the Company holds patents, trademarks, and licensing arrangements which, while valuable, are not considered essential to the maintenance or future growth of the business.
SEASONALITY
The business is not considered to be seasonal.
INVENTORIES
Products of the type manufactured and sold by the Company are also available through other manufacturers as well. As a result, delivery time as well as quality and customer service are important to the success of the business and therefore require that sufficient inventories be maintained to insure fast turnaround time on orders.
CUSTOMER PROFILE
The Company's sales are broad-based with no single customer accounting for a significant portion of total sales and no single industry accounting for a majority of its business.
BACKLOG
On November 23, 1996, there were unshipped orders totalling approximately $10.0 million. Last year's backlog at approximately the same date was $8.7 million.
Part I - cont'd.
COMPETITION
Products similar to those sold by the Company are manufactured and sold by other companies as well, resulting in a very competitive environment. However, the Company feels its ability to manufacture high quality products that serve specialized needs of industry through its highly efficient distribution channels differentiates the Company from its competitors.
RESEARCH AND DEVELOPMENT
For the years ended September 28, 1996, September 30, 1995, and October 1, 1994, the Company expended approximately $2,513,000, $2,404,000, and $2,148,000, respectively, on the development of new products and the improvement of existing products. These expenditures included the compensation of engineers, designers, and drafters who were engaged in product development.
EMPLOYEES
The Company has approximately 1,125 full-time employees.
FOREIGN AND EXPORT BUSINESS
See footnote 8, page 32 of the Annual Report to Stockholders for the year ended September 28, 1996 which is incorporated herein by reference and filed as an exhibit to this report.
ITEM 2.
ITEM 2. DESCRIPTION OF PROPERTY
The Company owns facilities in the following locations:
Land Owned Plant Floor Area Northbrook, Illinois 4.7 acres 125,000 sq. ft. Kalamazoo, Michigan 39.1 acres 116,000 sq. ft. Franklin, Massachusetts 6.6 acres 60,000 sq. ft. El Paso, Texas 5.0 acres 50,000 sq. ft. Belvidere, Illinois 3.5 acres 36,000 sq. ft. Juarez, Mexico .8 acres 40,000 sq. ft. Netherlands 1.3 acres 30,000 sq. ft. Wales, U.K. 4.5 acres 25,000 sq. ft.
All of the above properties are owned in fee except the land in Wales, U.K. which is held under a lease expiring in 2105.
The Company also leases approximately 20,000 square feet in Ontario, Canada; 12,500 square feet in Remchingen, Germany; 10,500 square feet in Grand Rapids, Michigan; 7,000 square feet in Buffalo Grove, Illinois; 3,400 square feet in Thorigny-sur-Marne, France; and 6,400 square feet in Singapore. All plants are considered to be well-equipped and well-maintained. They are of masonry or steel construction. In the judgment of management, sufficient capacity is available at the above locations to cover the Company's needs at least through fiscal 1997.
Part I - cont'd.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The Company is subject to federal and state hazardous substance cleanup laws that impose liability for the costs of cleaning up contamination resulting from past spills, disposal or other releases of hazardous substances. In this regard, the Company has incurred, and expects to incur, assessment, remediation and related costs at one of the Company's facilities. In 1991, the Company reported to state regulators a release at that site from an underground storage tank ("UST"). The UST and certain contaminated soil subsequently were removed and disposed of at an off-site disposal facility. The Company's independent environmental consultant has been conducting an investigation of soil and groundwater at the site with oversight by the state Department of Environmental Quality ("DEQ"). The investigation indicates that additional soil and groundwater at the site have been impaired by chlorinated solvents, including tetrachloroethane and trichloroethylene, and other compounds. Also, the Company learned that a portion of the site had been used as a disposal area by the previous owners of the site. The Company's consultant is investigating and has begun to remediate this area and believes that it is an additional likely source of contamination of soil and groundwater. In addition, the investigation of the site indicates that the groundwater contaminants have migrated off-site. The Company is currently discussing various remediation alternatives for both on-site and off-site contamination with the DEQ. The Company is conducting additional investigations to determine the extent of contamination at and around the site and to determine the extent of other sources of contamination in addition to the removed UST and the above-referenced disposal area, including the possible presence of ongoing dumping activities by others in the vicinity around the Company's facilities.
The Company's consultant has estimated that a minimum of $800,000 of investigation and remediation expenses remains to be incurred at the site. The Company has a reserve for such purposes and has notified the previous owners of the site and various insurers of possible claims by the Company relating to the remediation of the site. The consultant's cost estimate was based on a review of currently available data, which is limited, and assumptions concerning the extent of contamination, geological conditions, and the costs and effectiveness of certain treatment technologies. The cost estimate is subject to substantial uncertainty until the extent of contamination and geological conditions are fully understood, feasible remedial alternatives are assessed, and the DEQ approves a remediation plan. The Company is continuing to investigate the environmental conditions at the site and will adjust its reserve if necessary. The Company may incur significant additional assessment, remediation and related costs at the site, and such costs could materially and adversely affect the Company's consolidated net income for the period in which such costs are incurred. At this time, the Company, however, cannot estimate the time or potential magnitude of such costs, if any.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the security holders either through solicitation of proxies or otherwise during the fourth quarter of the fiscal year ended September 28, 1996.
Part II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCK MATTERS
(a) The Company's common stock trades on the NASDAQ stock market under the symbol WDHD. The daily quotations as reported by NASDAQ are published in the Wall Street Journal and other leading financial publications.
On April 26, 1995, the board of directors declared a three-for-two stock split effected in the form of a 50% common stock dividend, payable May 22, 1995, to holders of record on May 8, 1995. On January 22, 1993, the board of directors declared a two-for-one stock split effected in the form of a 100% stock dividend, payable March 1, 1993, to holders of record on February 12, 1993. All share and per share amounts in this filing have been adjusted to give retroactive effect to these stock splits.
Preferred Stock Purchase Rights have been distributed to stockholders and deemed to be attached to the shares of Common Stock of the Registrant. If and when the rights become exercisable, the holders initially would be entitled to purchase one unit consisting of one one-thousandths of a share ("unit") of Series A Junior Participating Preferred Stock at a purchase price of $65 per unit, subject to adjustment. See footnote 5, page 30 of the Annual Report to Stockholders for the year ended September 28, 1996, for further explanation. This footnote is incorporated herein by reference and filed as an exhibit to this report.
The range in the market price per share of the common stock during the past two years was as follows:
1996 1995 ---------------------------- ------------------------------ Fiscal Fiscal Quarter High Low Quarter High Low 1st 16 3/4 13 7/8 1st 10 13/16 9 5/16 2nd 15 13 2nd 13 5/16 10 1/2 3rd 15 1/2 10 3rd 15 12 11/16 4th 13 3/4 11 3/4 4th 14 3/4 12 1/2
(b) The number of holders of record of the Company's securities as of December 11, 1996, was as follows:
Title of Class Number of Stockholders Common Stock 591 Preferred Stock Purchase Rights 591
Part II - cont'd.
(c) The cash dividends declared for the past two years were as follows:
1996 1995 ---------------------------- ---------------------------- Fiscal Quarter Rate Fiscal Quarter Rate 1st $0.065 1st $0.063 2nd $0.070 2nd $0.065 3rd $0.070 3rd $0.065 4th $0.070 4th $0.065 ------ ------ Total $0.275 Total $0.258 ------ ------ ------ ------
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The "Financial Profile" appearing on pages 18 and 19 of the Annual Report to Stockholders for the year ended September 28, 1996, is incorporated herein by reference and filed as an exhibit to this report.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
"Management's Discussion of Operations and Financial Position" appearing on pages 16 and 17 of the Annual Report to Stockholders for the year ended September 28, 1996, is incorporated herein by reference and filed as an exhibit to this report.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The "Report of Independent Public Accountants" included on page 34 and the consolidated financial statements with accompanying footnotes appearing on pages 20 through 33 of the Annual Report to Stockholders for the year ended September 28, 1996, are incorporated herein by reference and filed as an exhibit to this report.
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 REGISTRANT
Information appearing under the heading "Nominees and Continuing Directors" on pages 1 through 4 of the Registrant's definitive proxy statement dated December 20, 1996, for the annual meeting of stockholders to be held on January 24, 1997, is hereby incorporated herein by reference and made a part hereof.
The following information is provided with respect to the executive officers of the Company:
Position Held Name of Officer Age Position Since
C. Mark DeWinter 54 President and Chief July, 1993 Executive Officer Robert G. Jennings 58 Vice President, Finance and July, 1987 Chief Financial Officer Robert J. Tortorello 47 Vice President, Corporate June, 1995 Development, General Counsel and Secretary Robert A. Moulton 47 Vice President, Human May, 1987 Resources Joseph P. Nogal 41 Treasurer/Controller and July, 1993 Assistant Secretary
All officers are elected each year at the Annual Meeting of the Board of Directors which is held immediately following the annual meeting of stockholders. The next Annual Meeting of the Board of Directors will be held on January 24, 1997.
The business experience of those executive officers who are not directors or nominees is as follows:
Mr. Robert G. Jennings joined the Company in July, 1987. He previously had served as Vice President, Finance and Treasurer for MagneTek, Inc. from 1984 to 1987 and was Vice President, Treasurer and Controller for Louis Allis Division, Litton Industries from 1973 to 1984.
Mr. Robert J. Tortorello became the Company's General Counsel and Secretary in June, 1987. He was elected a Vice President of the Company in January, 1991. He assumed responsibility for the Company's corporate development activities in June, 1995. Before joining the Company, he was Assistant Vice President and Assistant to the Chairman at Beatrice Companies, Inc. from 1986 to 1987. Prior to that he had been a Senior Attorney at Beatrice since 1978.
Mr. Robert A. Moulton joined the company in October, 1986 as Manager, Human Resources and was elected Vice President in May, 1987. He was formerly a Director, Personnel at G. D. Searle and Company from 1981 to 1986.
Part III - cont'd.
Mr. Joseph P. Nogal became the Company's Treasurer/Controller in January, 1991. He was elected the Assistant Secretary of the Company in July, 1993. From 1986 to 1990, he had served as Controller of the Company's Canadian Operations. Prior to 1986, he had held various positions within the Company since he joined it in 1978.
Information appearing under the heading "Section 16(a) Beneficial Ownership Reporting Compliance" on page 6 of the Registrant's definitive proxy statement dated December 20, 1996, for the annual meeting of stockholders to be held on January 24, 1997, is hereby incorporated herein by reference and made a part hereof.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The information contained under the headings "Directors' Compensation" on page 6 and "Executive Compensation" on pages 9 through 17 of the Registrant's definitive proxy statement dated December 20, 1996, for the annual meeting of stockholders to be held January 24, 1997, is incorporated herein by reference and made a part hereof.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table and footnotes appearing under the heading "Stock Ownership of Management and Certain Beneficial Owners" appearing on page 7 of the Registrant's definitive proxy statement dated December 20, 1996, for the annual meeting of stockholders to be held January 24, 1997, are hereby incorporated by reference and made a part hereof.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information contained under the heading "Nominees and Continuing Directors" appearing on pages 1 through 4 of the Registrant's definitive proxy statement dated December 20, 1996, for the annual meeting of stockholders to be held January 24, 1997, is incorporated by reference and made a part hereof.
Part IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents filed as part of this Report:
1. Financial Statements (filed herewith as part of Exhibit 13):
Consolidated Balance Sheets - at September 28, 1996, September 30, 1995, and October 1, 1994.
Part IV - cont'd.
Consolidated Statements of Income - for the years ended September 28, 1996, September 30, 1995, and October 1, 1994.
Consolidated Statements of Stockholders' Investment - for the years ended September 28, 1996, September 30, 1995, and October 1, 1994.
Consolidated Statements of Cash Flow - for the years ended September 28, 1996, September 30, 1995, and October 1, 1994.
Notes to Consolidated Financial Statements.
2. Financial Statement Schedules
The following consolidated financial information for the years ended September 28, 1996, September 30, 1995, and October 1, 1994, is submitted herewith:
PAGE Report of Independent Public Accountants on Schedule and Supplementary Notes 13
Schedule II Valuation and Qualifying Accounts 11 Supplementary Notes to Consolidated Financial Statements 12
All other schedules have been omitted because they are not applicable, not required, or the information is included elsewhere in the financial statements or notes thereto.
Separate financial statements of the Registrant have been omitted since the Registrant is primarily a holding company and its subsidiaries, included in the consolidated financial statements, are wholly-owned subsidiaries.
3. The Exhibits are listed in the index of exhibits required by Item 601 of Regulation S-K included at pages 16, 17, and 18, which are incorporated herein by reference and made a part hereof.
(b) No reports on Form 8-K were filed during the three months ended September 28, 1996.
(c) Reference is made to Item 14(a) 3 above.
(d) Reference is made to Item 14(a) 2 above.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For the three years ended September 28, 1996 (in thousands)
- -------------------- (1) Represents write-offs less recoveries. (2) Foreign currency translation adjustment. (3) Business acquired.
SUPPLEMENTARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ACCRUED EXPENSES
Accrued expenses at September 28, 1996, September 30, 1995, and October 1, 1994 consisted of the following:
(in thousands)
1996 1995 1994 ---- ---- ---- Payroll $3,014 $3,386 $3,050
Pension and profit sharing 1,828 1,399 1,580
Environmental 800 1,519 1,310
Litigation & related expenses 159 936 1,022
Commissions 995 780 687
Insurance 428 474 461
Other 4,030 4,015 2,640 ------- ------- ------- $11,254 $12,509 $10,750 ------- ------- ------- ------- ------- -------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE AND SUPPLEMENTARY NOTES
To Woodhead Industries, Inc.:
We have audited in accordance with generally accepted auditing standards, the consolidated financial statements of Woodhead Industries, Inc. and subsidiaries included in the Woodhead Industries, Inc. Annual Report to Stockholders for the year ended September 28, 1996 incorporated by reference in this Form 10-K, and have issued our report thereon dated November 12, 1996. Our audit was made for the purpose of forming an opinion on those statements taken as a whole. The schedule and supplementary notes included on pages 11 through 12 of this Form 10-K are presented for purposes of complying with the Securities and Exchange Commission's rules and are not part of the basic financial statements. This schedule and these notes have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, fairly state in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Chicago, Illinois November 12, 1996
INDEMNIFICATION UNDERTAKING
For the purposes of complying with the amendments to the rules governing Form S-8 (effective July 13, 1990) under the Securities Act of 1933 (the "Act"), the undersigned Registrant hereby undertakes as follows, which undertaking shall be incorporated by reference into Registrant's Registration Statement on Form S-8 No. 33-77968 (filed April 22, 1994):
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, 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 has 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.
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.
WOODHEAD INDUSTRIES, INC.
BY /s/ Robert G. Jennings BY /s/ Joseph P. Nogal --------------------------------- --------------------------------- Robert G. Jennings Joseph P. Nogal Vice President, Finance Treasurer/Controller (Chief Financial Officer) (Principal Accounting Officer)
Date 12/16/96 -------------- Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by all of the following directors on behalf of the Registrant and in the capacities and on the dates indicated:
Signature Title Date
/s/ ALAN REED Chairman 12/16/96 ----------------------------- Alan Reed
/s/ C. MARK DEWINTER President and C.E.O. 12/16/96 ----------------------------- C. Mark DeWinter
/s/ CHARLES W. DENNY Director 12/16/96 ----------------------------- Charles W. Denny
/s/ SARILEE K. NORTON Director 12/17/96 ----------------------------- Sarilee K. Norton
/s/ RICHARD A. VIRZI Director 12/18/96 ----------------------------- Richard A. Virzi
EXHIBIT INDEX
Exhibit Number Description - --------- --------------------
(3) Articles of incorporation and bylaws
(a) Certificate of Incorporation including amendments through January 22, 1993, are hereby incorporated by reference to Exhibit (4)a of Registrant's Form S-8 filed April 22, 1994, as Registration #33-77968.
(b) Company by-laws are hereby incorporated herein by reference to Exhibit 4(b) of Registrant's Form S-8 filed April 22, 1994, as Registration #33-77968.
(4) Instruments defining the rights of security holders, including indentures
(a) Credit Agreement between Registrant and Harris Trust and Savings Bank dated October 29, 1993, providing for a revolving credit line not exceeding $15,000,000.
The above document described in this paragraph (4a) is not filed herewith by Registrant, but Registrant undertakes to furnish copies thereof to the Securities and Exchange Commission upon request.
(b) The Preferred Stock Purchase Rights Plan adopted April 24, 1996, as set forth in Exhibit 4 of the Quarterly Report on Form 10-Q filed on May 14, 1996, is incorporated herein by reference and made a part hereof.
(10) Material contracts
(a) The 1981 Incentive Stock Compensation Plan, as amended, as set forth in Exhibit 4(b) of Registrant's Form S-8 filed September 26, 1988, as Registration #33-24737, is incorporated herein by reference and made a part hereof.
(b) The 1987 Stock Compensation Plan as set forth in Exhibit A of Registrant's definitive proxy statement dated December 21, 1987, for the annual meeting of stockholders held January 22, 1988, which is incorporated herein by reference and made a part hereof.
(c) The 1990 Stock Awards Plan as set forth in Exhibit A of Registrant's definitive proxy statement dated December 19, 1990 for the annual meeting of stockholders held January 25, 1991, which is incorporated herein by reference and made a part hereof.
EXHIBIT INDEX (cont'd.)
Exhibit Number Description - --------- --------------------
(10) (d) Amendments to: The 1981 Incentive Stock Compensation Plan, the 1987 Stock Compensation Plan, and the 1990 Stock Awards Plan, all as set forth in Exhibit C of Registrant's definitive proxy statement dated December 22, 1993, for the annual meeting of stockholders held January 28, 1994, which is incorporated herein by reference and made a part hereof.
(e) The 1993 Stock Awards Plan as set forth in Exhibit A of Registrant's definitive proxy statement dated December 22, 1993, for the annual meeting of stockholders held January 28, 1994, which is incorporated herein by reference and made a part hereof.
(f) The 1996 Stock Awards Plan is set forth in Exhibit A of Registrant's definitive proxy statement dated December 20, 1996, for the annual meeting of stockholders to be held January 24, 1997, which is incorporated herein by referfence and made a part hereof.
(g) The 1990 Directors Stock Option Plan for non-employee Directors as set forth in Exhibit B of Registrant's definitive proxy statement dated December 19, 1990, for the annual meeting of stockholders held January 25, 1991, which is incorporated herein by reference and made a part hereof.
(h) The 1993 Directors Stock Option Plan for non-employee Directors as set forth as Exhibit B of Registrant's definitive proxy statement dated December 22, 1993 for the annual meeting of stockholders held January 28, 1994, which is incorporated herein by reference and made a part hereof.
(i) The Management Incentive Plan effective for fiscal 1996 as described on page 16 of the Registrant's definitive proxy statement dated December 21, 1995, for the annual meeting of stockholders held January 26, 1996, which page is incorporated herein by reference and made a part hereof.
(j) The Plan of Compensation for Outside Directors, as set forth in Item (10) of the exhibits to the Form 10-K Annual Report for the year ending September 18, 1985, which is incorporated herein by reference and is made a part hereof.
(k) The 1990 Supplemental Executive Retirement Plan ("SERP") as set forth on page 15 of Registrant's definitive proxy statement dated December 21, 1995, for the annual meeting of stockholders held January 26, 1996, which page is incorporated herein by reference and made a part hereof.
EXHIBIT INDEX (cont'd)