ITEM 1. BUSINESS - -----------------
(a) General Development of Business -------------------------------
Continental Can Company, Inc. (the Company) is a publicly traded company incorporated in Delaware in 1970 under the name Viatech, Inc. The name of the Company was changed to Continental Can Company, Inc. in October 1992. The Company is engaged in the packaging business through a number of operating subsidiaries. The Company's packaging business consists of (i) its 84% owned domestic subsidiary, Plastic Containers, Inc. (PCI), which owns Continental Plastic Containers, Inc. and Continental Caribbean Containers, Inc. (collectively, CPC), (ii) its wholly owned German operating subsidiary, Dixie Union GmbH & Company KG (Dixie Union) and (iii) its majority-owned European operating subsidiary, Ferembal S.A. (Ferembal), which in turn owns 95% of Obalex, A.S. (Obalex). The Company also owns a 49% interest in Onena Bolsas de Papel in Spain. PCI is a leading manufacturer of extrusion blow-molded containers in the United States. Ferembal is a manufacturer of rigid packaging, primarily food cans, of which it is the second largest supplier in France. Obalex is a manufacturer of metal cans in the Czech Republic. Dixie Union manufactures plastic films and packaging machines, primarily for the food and pharmaceutical industries. Onena manufactures film, and laminates and prints plastic, paper and foil packaging materials for the food and snack food industries in Spain. The Company also owns Lockwood, Kessler & Bartlett, Inc. (LKB) which provides services principally in the fields of mapping and survey, civil and structural engineering, mechanical and electrical engineering, and construction administration and inspection.
(b) Financial Information About Industry Segments ---------------------------------------------
The Company has one reportable industry segment - packaging, as determined in accordance with the Financial Accounting Standards Board Statement of Financial Accounting Standards No. 14.
(c) Narrative Description of Business ---------------------------------
The Company manufactures packaging which accounted for 98.5%, 98.4 and 98% of its consolidated revenues in 1996, 1995 and 1994, respectively.
CPC - The Company's 84% owned subsidiary, PCI, acquired CPC in November --- 1991. CPC, headquartered in Norwalk, Connecticut, has fifteen manufacturing plants in the continental United States and one in Puerto Rico. CPC is a leader in the development, manufacture and sale of a wide range of extrusion blow- molded plastic containers for household chemicals, food and beverages, automotive products and motor oil, industrial and agricultural chemicals and cosmetics and toiletries. CPC manufactures single and multi-layer containers, primarily from high density polyethylene and polypropylene resins, ranging in size from two ounces to 2.5 gallons. Some of these multi-layer containers include a barrier layer of ethyl vinyl alcohol which renders the container oxygen tight and makes it suitable for use in food products which are subject to spoilage or deterioration if exposed to oxygen. CPC sells containers to national consumer products companies, including Clorox Company, Coca-Cola Foods, Colgate-Palmolive Company, Lever Brothers, Mobil Oil Corporation, Pennzoil Products Company, Procter & Gamble Company, and Quaker Oats Company. CPC, in many cases, manufactures substantially all of a customer's container requirements for specific product categories or for particular container sizes. CPC has long-standing relationships with most of its customers and has long-term contracts or agreements with customers representing a substantial portion of its dollar sales volume.
Ferembal - The Company owns 85% of Ferembal. A convertible bond is -------- outstanding which, if converted would reduce the Company's interest in Ferembal to 64%. Ferembal, headquartered in Paris, has five manufacturing plants located in each of the main agricultural regions of France. The Roye plant, located in Picardie, was built in 1964 and expanded substantially in 1968. Its three main divisions include coil cutting, printing and varnishing; the
manufacture of ends and bodies; and assembly. There are five welded lines in operation at Roye and all industrial products are manufactured at this plant. The Moelan plant, located in Brittany, is set up along similar lines as the Roye plant with five welded lines. The Ludres plant, in eastern France, is Ferembal's largest facility. In addition to twelve presses and two easy-open end manufacturing units, Ludres has nine body assembly lines. Ferembal's research and development and technical service departments are also located at Ludres. The Veauche plant was built in 1982 to service southern France. Approximately 90% of the output of the two welded lines is "passed through the wall" to a customer for the canning of pet food. The Ville Neuve sur Lot plant was built in 1991 and went into production with a three piece can line in early 1992. A two piece can line went into production at this facility in mid-1992. At December 31, 1996, Ferembal was installing a three piece can line at a customer's facility in Locmine.
Ferembal is the second largest producer of food cans in France and also produces cans for pet foods and industrial products. Ferembal's products include three-piece cans for food with over two hundred sets of specifications, two-piece cans in several different diameters, easy-open ends, "hi-white enamel" cans, and a large number of can products for industrial end uses. Ferembal's production for the food and pet food markets accounts for approximately 85% of its sales with remaining sales coming from cans produced for industrial products. Ferembal's customers are primarily vegetable and prepared food processors, pet food processors, and paint and other industrial can users.
Obalex - The Company's subsidiary, Ferembal, owns 95% of the outstanding ------ stock of Obalex. Obalex is headquartered in a three building complex on a 5 acre site in Znojmo, Czech Republic, which also serves as its sole manufacturing facility. Obalex manufacturers both two and three-piece cans for food which account for approximately 80% of its sales and a number of can products for industrial end users.
Dixie Union - The Company, through wholly owned subsidiaries, owns all of ----------- the outstanding stock of Dixie Union. Dixie Union is headquartered in Kempten, Germany and has a subsidiary company in France. Dixie Union manufactures three main product lines for the packaging industry: multi-layer shrink bags, composite plastic films and packaging machines and slicers. Most of Dixie Union's customers are in the food and pharmaceutical industries.
Onena - The Company owns 49% of the stock of Onena located in Pamplona, ----- Spain. Onena manufactures plastic film and prints and laminates paper, plastic and foil packaging material for the food and snack food industries in Spain.
LKB - The Company owns 100% of LKB, a consulting engineering firm, located --- in Syosset, New York. LKB provides services to clients in the fields of transportation, site, municipal, electrical and mechanical, and environmental engineering. Most of LKB's clients are public sector state and municipal agencies, utilities, financial institutions and developers. Most of its projects involve infra-structure design and rehabilitation, environmental reports and services, and utility substation design.
Other Matters - The primary users of products manufactured by the Company ------------- are firms in the food and snack food, pet food, household chemical, motor oil and pharmaceutical industries.
The raw materials used in the production of plastic containers, cans and packaging films are readily available commodity materials and chemicals produced by a large number of manufacturers. It is the practice of the Company to obtain these raw materials from several sources in order to ensure an economical, adequate and timely supply.
Some of the products manufactured by the Company are manufactured pursuant to license. With regard to composite films, a fully paid up license from the American National Can Company is in effect. With regard to shrink bags and film, a license from the American National Can Company is in effect. Present patents under this license expire at various times through 2000. The license will expire on the date the last of the licensed patents expire. This license is non-exclusive as to manufacture and sale of shrink bags and film in Europe and non-exclusive as to sales to
the rest of the world. Sales may not be made in the Western Hemisphere, except to certain countries in South America. The Company does not believe these licenses are material to its packaging business taken as a whole.
The Company's business is seasonal insofar as the sales of Ferembal and Obalex to the vegetable packing industry are dependent on agricultural production and occurs primarily in the second and third quarters. The Company's remaining products are not seasonal.
The Company is not dependent upon a single customer or a few customers. Sales to one customer exceeded 10% of the Company's consolidated revenues in 1996.
As of December 31, 1996, the Company's backlog was approximately $20.2 million (compared to $22.6 million at December 31, 1995). All backlog is expected to be filled within the current fiscal year. Ferembal, Obalex, and Plastic Containers, Inc. produce most of their products under open orders. As a result, none of the foregoing backlog is attributable to them.
The Company's business in total is highly competitive with a large number of competitors. The main competitors include Owens Illinois, Inc. and Graham Packaging with regard to plastic containers, Crown, Cork & Seal, Inc. with regard to cans, W. R. Grace & Co. with regard to barrier shrink films, and Multi-Vac with regard to packaging machinery. The principal methods of competition are price, quality and service.
The amount spent on research and development activities amounted to approximately $11,495,000 in 1996, $12,187,000 in 1995 and $12,461,000 in 1994.
The number of persons employed by the Company as of December 31, 1996 and 1995 was 3,463 and 3,796, respectively.
(d) Foreign and Domestic Operations -------------------------------
Sales to unaffiliated customers are set out below:
Information regarding the operating profit and the identifiable assets attributable to the Company's foreign operations is incorporated herein by reference to Note 15 of the Consolidated Financial Statements appearing in the Annual Report to Stockholders for the year ended December 31, 1996.
ITEM 2.
ITEM 2. PROPERTIES - -------------------
The Company believes its facilities are suitable, adequate, and properly sized to provide the capacity necessary to meet its sales. The Company's production facilities are utilized for the manufacture and storage of the Company's products. The extent of utilization in each of the Company's facilities varies based on a number of factors but primarily on sales and inventory levels for specific products. The location of the customer also affects utilization since shipment costs beyond a certain distance can make production of some products at a remote facility uneconomic. Seasonality affects utilization substantially at Ferembal and Obalex with very high utilization in the
pre-harvest and harvest season and substantially lower utilization during the late fall and winter. The Company adjusts labor levels and capital investment at each of its facilities in order to optimize their utilization.
The Company's main production facility for LKB is located in Syosset, New York in a 25,000 square foot building owned by the Company. This steel and concrete block building was constructed in 1955 on a 2-1/2 acre lot.
CPC is headquartered in 19,812 square feet of leased office space in Norwalk, Connecticut. CPC also leases its technical center in Elk Grove, Illinois (78,840 sq. ft.), its accounting office space in Omaha, NE (5,489 sq. ft.), and sales offices in Cincinnati, Ohio (1,266 sq. ft.) and Houston, Texas (703 sq. ft.).
The following table sets forth the location and square footage of CPC's production facilities which are used for both manufacture and warehousing of finished goods:
PCI owns the facilities in Santa Ana, Fairfield, Oil City, Baltimore and Puerto Rico; all others are leased. PCI's Cleveland, Ohio facility ceased production in October 1996. The lease on this facility expires on August 31, 1997. PCI's New Market, New Jersey facility is expected to cease production by the end of the first quarter of 1997. The New Market lease expires on June 30, 1999.
Ferembal is headquartered in 20,000 square feet of office space subject to a capital lease in Clichy, a suburb of Paris. Ferembal operates five manufacturing facilities in five locations in France. Ferembal owns a 384,000 square foot manufacturing facility on a 21 acre site in Roye for the production of food and industrial cans. Ferembal owns a 42,000 square foot manufacturing facility for the production of food cans at Veauche on a 5 acre site. The facility at Veauche is located next to a customer's plant and food can production is "passed through the wall" to the customer. Ferembal has a capital lease with regard to several buildings totaling 229,000 square feet on a 23 acre site in Ludres. In addition, Ferembal owns a 29,000 square foot building on a 3 acre site. These facilities are used for the manufacture of food cans and for research and development activities. Ferembal has a capital lease with regard to several buildings totaling 252,000 square feet on an 18 acre site in Moelan which are used for the manufacture of food cans. Ferembal operates a manufacturing facility for food cans in a 42,000 square foot building on a 4 acre site in Villeneuve sur Lot under a rental agreement. Each of the manufacturing facilities utilizes a portion of its building space for warehousing its finished goods.
Obalex is located in several buildings with approximately 182,000 square feet on an 5 acre site in Znojmo, Czech Republic. This facility is the sole manufacturing site for Obalex which also uses the complex for the storage of its finished goods.
Dixie Union is headquartered in a three-story, 108,000 square foot manufacturing facility on a 5 acre site in Kempten, Germany, leased through 2004. In addition, a small facility is leased as sales and distribution center.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS - --------------------------
The Company's subsidiaries are defendants in a number of actions which arose in the normal course of business. In the opinion of management, the eventual outcome of these actions will not have a significant effect on the Company's financial position.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - ------------------------------------------------------------
No matters were submitted to a vote of security holders during the quarter ended December 31, 1996.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER - -------------------------------------------------------------------------- MATTERS - -------
As partial consideration for the purchase of 34 shares of PCI, the Company issued a warrant to Merrywood, Inc. ("Merrywood") on December 17, 1996 which entitled Merrywood to purchase up to 150,000 shares of Common Stock for $20.00 per share. The warrant expires on December 31, 2000. For purposes of purchase accounting the Company valued the warrant at $52,208. Exemption from registration was claimed under (S) 4(2) of the Securities Act of 1933 as seller has represented that it will not sell or transfer such securities in violation of the Act.
The remaining information required by this item is incorporated herein by reference to the section entitled "Common Stock Prices and Related Matters" of the Annual Report to Stockholders for the year ended December 31, 1996.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA(1) - -----------------------------------
(1) In thousands, except per share amounts and current ratio. (2) In 1993, includes sales of $10,682 and net income of $238 related to the purchase of Obalex. (3) Includes an extraordinary charge of $6,136 ($1.87 per share both primary and fully-diluted) in 1996. Includes an extraordinary charge of $115 ($.03 per share both primary and fully-diluted) in 1995. Includes a charge for the cumulative effect of an accounting change of $262 ($.08 per share both primary and fully-diluted) and an
extraordinary charge of $108 ($.03 per share both primary and fully- diluted) in 1994. Includes income for the cumulative effect of an accounting change of $460 ($.15 per share primary and $.14 per share fully- diluted) and an extraordinary charge of $1,502 ($.49 per share primary and $.44 per share fully-diluted) in 1992. (4) The 1994 weighted average shares outstanding include 268 shares issued in May 1994 upon the conversion of the Companys 10-3/4% Convertible Subordinated Debentures.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND - ------------------------------------------------------------------------ RESULTS OF OPERATIONS - ---------------------
The information required by this item is incorporated herein by reference to the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Annual Report to Stockholders for the year ended December 31, 1996.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - ----------------------------------------------------
The information required by this item is incorporated by reference to the Company's consolidated financial statements and related notes, together with the independent auditors' report in the Annual Report to Stockholders for the year ended December 31, 1996.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND - ------------------------------------------------------------------------ FINANCIAL DISCLOSURE - --------------------
There have been no changes in nor disagreements with the Company's accountants on accounting and financial disclosure during the twenty-four month period ended December 31, 1996.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT - ------------------------------------------------------------
The information required by this item, with respect to directors of the registrant, will be included under the caption "Election of Directors" of a definitive Proxy Statement to be dated March 21, 1997 which will be filed with the Commission pursuant to Regulation 14A and is hereby incorporated into this report by this reference.
Executive officers of the registrant include Messrs. Donald J. Bainton and Abdo Yazgi who are also directors of the registrant and for whom information required by this item is included in the Proxy Statement as previously mentioned.
Information for other executive officers, is as follows:
(1) The term of office of all executive officers is indefinite, at the pleasure of the Board of Directors.
The business experience of each executive officer is as follows:
Mr. Andreas has served as Vice President of Manufacturing since April 1992. Prior to that time, he was an independent business consultant. Prior to his retirement in 1988, Mr. Andreas was employed by the former Continental Can Company, Inc. for 33 years, most recently as General Manager.
Mr. L'Hommedieu has served as Treasurer or Assistant Treasurer of the Company and its subsidiary, Lockwood, Kessler & Bartlett, Inc., since 1963.
Ms. Driscoll has served as Secretary of the Company since May 1996. She had been Assistant Secretary of the Company since May 1992.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION - --------------------------------
The information required by this item is included under the caption "Executive Compensation" of a definitive Proxy Statement to be dated March 21, 1997 which will be filed with the Commission pursuant to Regulation 14A and is hereby incorporated into this report by this reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT - -----------------------------------------------------------------------
The information required by this item is included under the caption "Stock Ownership" of a definitive Proxy Statement to be dated March 21, 1997 which will be filed with the Commission pursuant to Regulation 14A and is hereby incorporated into this report by this reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - -------------------------------------------------------
The information required by this item is included under the caption "Transactions with Management" of a definitive Proxy Statement to be dated March 21, 1997 which will be filed with the Commission pursuant to Regulation 14A and is hereby incorporated into this report by this reference.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K - --------------------------------------------------------------------------
(a) 1. Financial Statements:
Consolidated Balance Sheets as of December 31, 1996 and 1995 Consolidated Statements of Operations for the years ended December 31, 1996, 1995, and 1994 Consolidated Statements of Stockholders' Equity for the years ended December 31, 1996, 1995 and 1994 Consolidated Statements of Cash Flows for the years ended December 31, 1996, 1995 and 1994 Notes to Consolidated Financial Statements for the years ended December 31, 1996, 1995 and 1994 Independent Auditors' Report.
The above financial statements are included under Item 8 of Part II of this report.
2. Financial Statement Schedules:
II Valuation & Qualifying Accounts...................... p. 11 III Condensed Financial Information of Registrant........ p. 12
All other schedules are omitted because they are not applicable, not required, or the information is given in the financial statements or the notes thereto.
(1) These documents have been previously filed with the Commission by Plastic Containers, Inc. (2) These documents have previously been filed with the Commission.
All other items for which provision is made in the applicable regulations of the Securities and Exchange Commission have been omitted as they are not required under the related instructions or they are inapplicable.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended December 31, 1996.
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.
CONTINENTAL CAN COMPANY, INC.
By: /s/ Abdo Yazgi Date: March 24, 1997 - --------------------------------------- ----- -------------- Abdo Yazgi, Executive Vice President (Principal Financial & Accounting 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 capacities and on the dates indicated.
Schedule II - Valuation and Qualifying Accounts
Continental Can Company, Inc. and Subsidiaries Allowance for Doubtful Accounts Years Ended December 31, 1996, 1995 and
(in thousands)
(1) Represents uncollectible accounts written-off. (2) Represents $1,484 from deconsolidation of subsidiary in 1996.
Schedule III - Condensed Financial Information of Registrant
Continental Can Company, Inc. Balance Sheets Years Ended December 31, 1996 and 1995
(a) See Note 8, Items (a) and (b) of Notes to Consolidated Financial Statements of Continental Can Company, Inc. and Subsidiaries.
Continental Can Company, Inc. Statements of Earnings Years Ended December 31, 1996, 1995 and 1994
(b) Includes for 1996, 1995 and 1994 extraordinary charges of $6,136, $115 and $108, respectively, relating to the extinguishment of debt and in 1994 a charge of $262 relating to the cumulative effect of adopting SFAS No. 112.
Schedule III - Condensed Financial Information of Registrant (Continued)
Continental Can Company, Inc. Statements of Cash Flows Years Ended December 31, 1996, 1995 and 1994
EXHIBITS ATTACHED: ------------------
11.1 Statement re computation of per share earnings Page 31
13.1 1996 Annual Report to Stockholders Page 15
21 Subsidiaries of the Registrant Page 52
23.1 Independent Auditors' Report on Schedules Page 53
23.2 Consent of Independent Auditors Page 54
27 Financial Data Schedule Page 55