<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended July 31, 1995
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the transition period from_______________________to_______________________
Commission file number 0-2865
UNIVERSAL MFG. CO.
------------------
(Name of small business issuer in its charter)
Nebraska 42-0733240
- ------------------------ ------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
405 Diagonal Street, Algona, Iowa 50511
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: 515/295-3557
------------
Securities registered under Section 12(g) of the Exchange Act:
Common Stock ($1.00 par value)
------------------------------
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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
--- ---
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B and no disclosure will 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-KSB or any amendment to
this Form 10-KSB. [ X ]
State issuer's revenues for its most recent fiscal year. $14,762,085
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days. (See definition of affiliate in Rule 12b-2 of the Exchange Act).
Common Stock ($1.00 par value) - $5,946,307 for October 23, 1995.
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Common Stock ($1.00 par value) - 816,000 shares as of October 27, 1995.
This document consists of 42 pages. Page 1 of 42 pages.
See Page 19 for Exhibit Index
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement for the annual meeting of shareholders to
be held October 31, 1995, are incorporated by reference in Part III.
Transitional Small Business Disclosure Format (check one): Yes ; No X
--- ---
Page 2 of 42 pages
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
(a) The Company is a Nebraska corporation which became incorporated on
December 12, 1945. During the fiscal year ended July 31, 1993, the Company
phased out remanufacturing of engines and increased its remanufacturing and sale
of component automotive parts to other Ford Authorized Remanufacturers. The
Company continues to market and distribute remanufactured engines. The
Company's source for such remanufactured engines is other Ford Authorized
Remanufacturers. During the fiscal year ended July 31, 1993, the Company also
instituted distribution programs distributing Ford branded parts and products to
Ford dealers and began distributing new products, including remanufactured
diesel parts, transmissions and Ford branded car care products.
During the fiscal year ended July 31, 1993, the Company's production
employees became unionized. A description of the agreement between the Company
and the union is set forth below. In addition, on May 26, 1993, the Company
entered into a lease agreement with another manufacturer whereby the Company
will lease equipment to such manufacturer at 8% interest for a sixty-month
period. A copy of such lease agreement is attached as Exhibit 10(ii) to the
Company's Annual Report on Form 10-KSB for the fiscal year ended July 31, 1993.
(b) The Company is engaged in the business of selling on a wholesale basis
remanufactured automotive parts for Ford, Lincoln and Mercury automobiles and
trucks. It is a franchised remanufacturer for Ford Motor Company. Used automo-
tive parts are the basic raw materials. The principal markets for the Company's
products are automotive dealers, parts jobber supply houses and other Ford
Authorized Remanufacturers. The Company has refocused its distribution efforts
from parts jobber supply houses to independent warehouse distributors and
warehouses. In addition to its remanufacturing activities, the Company also
sells, under a warehouse distributorship agreement with Ford Motor Company,
clutches, pressure plates, torque converters, transmissions, remanufactured
diesel parts and Ford branded car care products.
The Company purchases approximately 90% of its new (i.e., non-used) raw
materials and all of its car care products from Ford Motor Company. Used parts
to be remanufactured are obtained in exchange with dealers, parts jobber supply
houses and other Ford Authorized Remanufacturers, or are purchased from salvage
dealers and other used parts suppliers. Approximately 75% of such used raw
materials are obtained by such exchange with the remaining 25% being purchased.
The Company purchases approximately 95% of its completed engine assemblies from
Dealers Manufacturing Co., of Minneapolis, Minnesota.
As an authorized distributor of remanufactured products, the Company's
competitive position is strongly related to that of Ford Motor Company. As of
April 1, 1995, the Company entered into an Authorized Remanufactured Product
Distributor Agreement with Ford Motor Company. A copy of such agreement is
attached as Exhibit 10(ii) to this Form 10-KSB. Among other things, the
agreement provides that a Ford dealer may purchase products from any Ford
authorized remanufacturer and the agreement changed the designation of the
Company's status with respect to Ford Motor Company from remanufacturer to
distributor, with remanufacturing activities to be governed by a specific
annexed agreement (a copy of which is attached as part of Exhibit 10(ii) to this
Form 10-KSB). The Company's agreement with Ford Motor Company requires it to
observe specifications for remanufacturing which are provided by the engineering
department of Ford Motor Company. Under the arrangement Ford Motor Company is
permitted to inspect for quality control purposes the plant and products of the
Company. Universal Mfg. Co. attempts to maintain a rigid program of quality
control to assure conformance with the specifications of Ford Motor Company.
The Company's agreement with Ford Motor Company to operate as an authorized
distributor of remanufactured products may be cancelled by either party upon
thirty days' notice by the Company or upon five days' notice by Ford Motor
Company upon the occurrence of certain events described in the agreement.
The Company carries a substantial inventory of both raw materials and
finished parts. Relatively large stocks of raw material parts are required
because the Company remanufactures parts which may be as much as 30 years
Page 3 of 42 pages
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old. The Company's business also requires that a range of finished engines and
other parts be maintained at each of its three warehouse facilities in order to
serve customers promptly. Each customer is entitled to return purchased items
so long as the dollar amount on return items does not exceed 8% of the
customer's total annual purchases. All sales are on an account receivable basis
with payment due by the 10th day of the following month.
The Company faces a wide range of competitors selling both new and used
engines and parts, including franchises of the other large automotive companies
and numerous independent suppliers. Competition is based upon price, service,
warranty terms and product performance.
Under the 1979 amendments to the Clean Air Act, standards have been and are
being formulated which apply to automotive engines as newly manufactured. Such
regulatory standards have affected and will continue to affect the Company's
business by changing the design of the products which the Company remanu-
factures. Refer to Item 3--Legal Proceedings for information with respect to
the implementation of certain remedial projects which include the separation,
removal and transportation of hazardous wastes related primarily to residues
from cleaning operations in response to a complaint against the Company filed by
the EPA.
As of July 31, 1995, the Company had 79 employees, all which were full-time
employees. In May of 1993 the Company entered into a three year agreement with
the United Auto Workers Union ("UAW"), which represents the Company's production
employees. This agreement calls for an approximate 5% wage increase starting in
November of 1994. The agreement also provides for a reduction in Company
provided medical benefits throughout the life of the agreement. Prior to the
agreement with the UAW, the Company paid for medical benefits for production
employees and their dependents. Under the current agreement with the UAW
medical benefits coverage of the production employees' dependents is provided at
the employees' expense.
ITEM 2. DESCRIPTION OF PROPERTY
The location and general description of the principal plants of the Company
are as follows:
Location General Description Owned or Leased
-------- ------------------- ---------------
Algona, Iowa Manufacturing Plant Owned
Des Moines, Iowa Warehouse Owned
Peoria, Illinois Warehouse Owned
Omaha, Nebraska Warehouse Owned
ITEM 3. LEGAL PROCEEDINGS
On February 25, 1991, the Company was served with a complaint, compliance
order and notice of opportunity for hearing from the United States Environmental
Protection Agency ("EPA") Region VII, Kansas City, Kansas. The complaint
contained eight counts of alleged violations of the Resource Conservation and
Recovery Act of 1976 and the Hazardous Waste Amendments of 1984 and sought to
impose civil penalties against the Company totalling $511,535.
On May 6, 1994, the Company entered into a Consent Agreement and Consent
Order (the "Agreement") with the EPA. The Agreement settled all issues arising
under the 1991 complaint. The Company approved the Agreement without admitting
the allegations of the complaint and solely to avoid further costs of
litigation.
The Agreement imposed an immediate civil penalty of $32,955 which has been
paid by the Company. It also imposed an additional penalty of $176,374, which
has been deferred by the EPA pending the Company's performance and EPA's
approval of a Supplemental Environmental Project (the "Project") relating to the
removal of sludge from, and cleaning of, four wastewater collection pits at the
Company's manufacturing facility in Algona, Iowa. The terms of the Agreement
called for the entire deferred penalty to be offset and permanently waived upon
Page 4 of 42 pages
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certain conditions, including completion of the Project to the satisfaction of
the EPA and that actual costs of the Project exceed or equal the $149,725
estimate of the Company's engineering firm. In the event that the Company's
actual costs for the Project are less than $149,725, the Company will be
required to pay an additional penalty equal to 62% of the difference between
$149,725, and the amount expended on the Project.
During July and August of 1994 the Company undertook the Project and
incurred costs of $91,076, or $58,649 less than the engineer's estimate,
potentially subjecting the Company to a deferred penalty of $36,362. After the
sludge was removed, however, additional contamination was found in the largest
of the wastewater collection pits. The Company is awaiting direction from the
EPA regarding any additional testing, studies or clean-up of the large pit that
may be required to complete the Project or otherwise. No estimate of the costs
of such work can be made at this time. If the EPA determines that no further
work is allowed under the Project, the Company will owe the deferred penalty of
$36,362, and it will also be required to perform any additional work required by
the EPA. If the EPA authorizes additional work at the large pit to be performed
as part of the Project, the costs of such work may be offset against the amount
of the deferred penalty.
The Agreement also required the Company to proceed with preparation and
implementation of a closure plan for certain solid waste treatment and storage
facilities at its manufacturing facility in Algona, Iowa. This closure was
completed by the Company under EPA supervision in February of 1995 at a cost of
approximately $20,000. On July 25, 1995, the EPA determined that the closure
met all regulatory requirements and released $64,796 in deposits which the
Company previously was required to maintain for the costs of closure and for
liability assurance purposes under the EPA regulations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No response required.
Page 5 of 42 pages
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PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
ADDITIONAL INFORMATION PROVIDED BY THE COMPANY
THE COMPANY'S STOCK
The Company's stock is traded in the over-the-counter market and is listed
on the NASDAQ Small-Cap Market under the trading symbol UFMG. As of August 25,
1995, there were 284 holders of record of the Company's common stock. The
following table lists the dividend declarations on the Company's stock during
the last two fiscal years:
<TABLE>
<CAPTION>
AMOUNT AMOUNT
DATE PER SHARE DATE PER SHARE
- ------------------------------------------------------------
<S> <C> <C> <C>
November 1, 1994 $.15 November 2, 1993 $.15
January 17, 1995 .25 January 18, 1994 .15
April 25, 1995 .20 April 19, 1994 .15
July 18, 1995 .20 July 19, 1994 .15
- ------------------------------------------------------------
1995 TOTAL .80 1994 TOTAL $.60
</TABLE>
The high and low bid and asked prices for the Company's common stock
during the last two fiscal years are shown in the adjacent table:
HIGH LOW
- --------------------------------------------------------------
CALENDAR QUARTERS BID ASKED BID ASKED
3rd Quarter 1993 5 1/4 5 3/4 4 3/4 5 1/4
4th Quarter 1993 6 3/4 8 5 1/8 5 3/4
1st Quarter 1994 7 8 6 1/2 8
2nd Quarter 1994 6 5/8 8 6 5/8 7 3/4
3rd Quarter 1994 6 1/8 7 1/4 6 1/8 7
4th Quarter 1994 6 1/2 7 5/8 6 1/8 7
1st Quarter 1995 8 1/4 9 6 1/2 7
2nd Quarter 1995 8 9 1/4 7 3/4 9
Information concerning stock prices has been obtained from Kirkpatrick,
Pettis, Smith, Polian Inc., which acts as market maker for the Company's stock.
The above quotations may reflect inter-dealer prices and may not reflect retail
mark-up, or mark-down or commission or necessarily represent actual
transactions.
Page 6 of 42 pages
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ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE COMPANY'S
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
In fiscal 1995 the Company experienced an increase in sales of 13% due to
increased sales to other Ford Authorized Remanufacturers and increased sales of
Ford Remanufactured distribution products. In fiscal 1994 the Company
experienced an increase in sales of 19% due to strong small parts sales to its
Ford dealer customers, increased sales to other Ford Authorized Remanufacturers,
and increased sales of Ford Remanufactured distribution products.
Remanufactured engine unit sales in fiscal year 1995 were 2,517, which
represents a decrease of 632 units. Engine sales in fiscal 1994 were 3,149.
Transmission sales increased more than any other product line in fiscal
1995, with unit sales of 2,568, compared to 553 in fiscal 1994. This represents
an increase of 2,015 units.
Other parts units sales in fiscal 1995 were 404,742, compared to 352,469
in fiscal 1994, representing a 52,273 unit sales increase. This sales gain is
due to increased unit sales of brake shoes, electric fuel pumps, and Car Care
Products. Unit sales to other Ford Authorized Remanufacturers increased 38,679
units.
We reviewed prices in March, 1995, and selectively increased prices by
approximately 2.0%. In July, 1995, we adjusted prices of several part numbers
to pass on cost increases of specific component parts. In January, 1994, we
increased prices by approximately 3.5%. On September 6, 1994, we passed on
price increases we received from our engine supplier, and adjusted brake shoe
and window lift motor prices to reflect changes in component part pricing. In
January, 1993, we increased prices by approximately 4%. In April of 1993 we
raised prices on some brake shoes from 5% to 50% to pass on material cost
increases. We will be reviewing our pricing, as usual, in January.
The Company continues to operate under a three year agreement with the
United Auto Workers Union, which represents the production employees. This
agreement provided for an approximate 5% wage increase starting in November
of 1994.
Interest income for fiscal 1995 was $15,206; in fiscal 1994 it was
$12,977; and in fiscal 1993 it was $19,461. Investment amounts during 1995
were approximately equal to 1994, but available investment rates were slightly
higher through most of the year. Investment amounts during 1994 were
approximately equal to 1993, but rates were lower.
The following table shows the comparison for the last five fiscal years
of gross profit and selling, general, and administrative expenses as a
percentage of net sales. The slight reduction in gross profit percentage
was anticipated, as a higher percentage of total sales were sales to other
Ford Authorized Remanufacturers and sales of Ford distribution products.
These products producea lower margin. Maintenance or reduction of selling,
general, and administrative expenses while sales increased resulted in
significant reduction of these expenses as a percentage of sales.
GROSS PROFIT SELLING, GENERAL AND
AS PERCENTAGE ADMINISTRATIVE EXPENSES AS
FISCAL OF NET SALES PERCENTAGE OF NET SALES
- --------------------------------------------------
1991 26.5 17.5
1992 26.5 17.9
1993 24.9 17.6
1994 21.6 14.6
1995 21.4 12.8
The following table shows the changes in selected expense categories,
included within selling, general and administrative expenses, for the past
three fiscal years:
<TABLE>
<CAPTION>
AMOUNT OF INCREASE (DECREASE)
OVER PRIOR FISCAL YEAR
FISCAL YEARS ENDED JULY 31
1995 1994 1993
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Salaries & Wages (Other than
for Officers and Directors) ($10,187) $69,612 $15,067
Cost of Group Insurance
for Employees (16,155) (63,369) 19,590
Officers' and Directors'
Compensation (4,918) (4,254) 4,507
Repairs and Maintenance
for Vehicles 1,964 (5,834) 14,628
Depreciation on Vehicles (25,424) (13,640) (11,313)
Gas and Oil 2,800 (2,432) (8,007)
Warehouse Supplies & Expenses 13,037 1,338 (2,925)
Payroll Taxes 149 (1,056) 9,509
Advertising and Price Lists (7,264) (7,519) (6,057)
Bad Debt Expenses (2,228) 2,481 (10,082)
Professional Services 4,472 (18,124) 41,067
Payroll Insurance (168) 8,576 4,205
Insurance-
Vehicles, Building, Contents (6,666) (3,935) (4,819)
Telephone (5,526) 7,199 4,111
Utilities (2,676) (74) 3,377
</TABLE>
The decrease in salaries and wages is due to a change in commission
structure for sales personnel, and to fewer personnel included in this pay
group. The decrease in group insurance is due to favorable claims experience.
The decrease in vehicle depreciation is the result of several units approaching
full depreciation. The increase in warehouse expense is from added depreciation
expense for material handling equipment at the warehouse locations.
Page 7 of 42 pages
<PAGE>
Earnings per share of common stock increased $.06 in fiscal 1995 due to
increased sales volume. Earnings increased $.24 in fiscal 1994 due to
adjustments from accounting changes. Earnings decreased $.03 in fiscal 1993 due
to higher manufacturing costs and higher group health insurance costs.
The Company's ratio of current assets to current liabilities of over 2.5
to 1 indicates we are maintaining a reasonable level of liquidity. Our
inventories in fiscal 1995 were higher than in fiscal 1994. The inventory
increase is due to the addition of inventories to support the sale of Ford
distribution products. Our total cash and short-term investments at fiscal
year-end for the past three years were:
<TABLE>
<CAPTION>
Total of Cash and
Fiscal Year Short Term Investments
- -------------------------------------------------------
<S> <C>
1995 ...................$278,064
1994 ...................$708,522
1993 ...................$739,628
</TABLE>
It is anticipated that certain capital expenditures will be required to
maintain or improve quality levels, and updates will be required to the truck
fleet. The Company expects continued growth in Ford warranty and service
distribution programs to supplement or replace distribution of products
remanufactured by the Company, as well as growth in sales of parts to other
Ford Authorized Remanufacturers. This will require investment in additional
inventories. Management believes the internal resources of the Company will
permit a relatively easy transition to higher levels of inventory if demand
requires such levels and should also provide for future capital needs. However,
occasional short-term borrowing may be required if there are periods of lower
cash flow.
In connection with the complaint filed by the Environmental Protection
Agency (EPA) described in Note 7 of the Notes to Financial Statements, the
Company accrued an expense of $149,725 in fiscal 1994 to account for clean
up costs or additional penalty as provided in the settlement agreement with
the EPA. Portions of this amount were expended in each of fiscal 1994 and
1995, and it is anticipated the remainder will be expended in fiscal 1996.
The Company had no bank borrowings as of July 31, 1995. Some short-term
borrowing was required to purchase additional inventory during the fiscal year
to meet new Ford distribution program inventory requirements.
Page 8 of 42 pages
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ITEM 7. FINANCIAL STATEMENTS
INDEPENDENT AUDITORS' REPORT
The Stockholders and Board of Directors
Universal Mfg. Co.:
We have audited the accompanying balance sheets of Universal Mfg. Co. as of
July 31, 1995 and 1994 and the related statements of income and retained
earnings and of cash flows for each of the three years in the period ended July
31, 1995. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of Universal Mfg. Co. as of July 31, 1995 and
1994 and the results of its operations and its cash flows for each of the three
years in the period ended July 31, 1995 in conformity with generally accepted
accounting principles.
As discussed in Note 2 to the financial statements, in August 1993, the
Company changed its methods of accounting for income taxes and for product
cores.
/s/ Deloitte & Touche LLP
Omaha, Nebraska
August 22, 1995
Page 9 of 42 pages
<PAGE>
<TABLE>
<CAPTION>
UNIVERSAL MFG. CO
- --------------------------------------------------------------------------------
BALANCE SHEETS
- --------------------------------------------------------------------------------
ASSETS JULY 31,
-------------------------
1995 1994
----------- ----------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 210,467 $ 644,122
Short-term investments (at fair value) 67,597 64,400
Accounts receivable 1,419,177 1,550,465
Inventories (Notes 2 and 3) 2,523,983 2,320,633
Income taxes recoverable 109,646 -
----------- ----------
Prepaid expenses 37,976 84,387
----------- ----------
Total current assets 4,368,846 4,664,007
DEFERRED INCOME TAXES (Notes 2 and 6) 42,329 19,743
LEASE RECEIVABLE (Note 4) 36,249 44,712
PROPERTY - AT COST:
Land 167,429 167,429
Buildings 1,075,550 1,080,936
Machinery and equipment 766,010 646,069
Furniture and fixtures 196,896 126,927
----------- ----------
Trucks and automobiles 654,321 588,915
Total property 2,860,206 2,610,276
----------- ----------
Less accumulated depreciation (1,854,211) (1,794,764)
----------- ----------
Property - net 1,005,995 815,512
----------- ----------
$ 5,453,419 $ 5,543,974
----------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 1,265,713 $ 1,383,558
Dividends payable 163,200 122,400
Payroll taxes 9,312 11,988
Income taxes payable - 143,848
Accrued compensation 88,335 120,627
Accrued local taxes 19,690 20,400
----------- ----------
Total current liabilities 1,546,250 1,802,821
----------- ----------
STOCKHOLDERS' EQUITY:
Common stock, $1 par value - authorized,
2,000,000 shares; issued
and outstanding, 816,000 shares 816,000 816,000
Additional paid-in capital 17,862 17,862
Retained earnings 3,073,307 2,907,291
----------- ----------
Total stockholders' equity 3,907,169 3,741,153
----------- ----------
$ 5,453,419 $ 5,543,974
----------- ----------
----------- ----------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
Page 10 of 42 pages
<PAGE>
UNIVERSAL MFG. CO.
- --------------------------------------------------------------------------------
STATEMENTS OF INCOME AND RETAINED EARNINGS
- --------------------------------------------------------------------------------
THREE YEARS ENDED JULY 31, 1995
<TABLE>
<CAPTION>
1995 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
NET SALES $14,762,085 $13,118,372 $11,020,437
COST OF GOODS SOLD 11,600,552 10,286,055 8,279,197
---------- ---------- ----------
GROSS PROFIT 3,161,533 2,832,317 2,741,240
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 1,885,622 1,924,736 1,940,693
EPA PROJECT COSTS (Note 7) - 182,680 -
---------- ---------- ----------
Total operating expenses 1,885,622 2,107,416 1,940,693
---------- ---------- ----------
INCOME FROM OPERATIONS 1,275,911 724,901 800,547
OTHER INCOME:
Interest (net) 15,206 12,977 19,461
Other 28,785 71,770 91,098
---------- ---------- ----------
Total other income 43,991 84,747 110,559
---------- ---------- ----------
INCOME BEFORE INCOME TAXES 1,319,902 809,648 911,106
INCOME TAXES (Note 6) 501,086 329,016 338,913
---------- ---------- ----------
INCOME BEFORE CUMULATIVE EFFECT OF CHANGES
IN ACCOUNTING PRINCIPLES 818,816 480,632 572,193
CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES (Note 2) - 284,061 -
---------- ---------- ----------
NET INCOME 818,816 764,693 572,193
RETAINED EARNINGS, BEGINNING OF YEAR 2,907,291 2,632,198 2,549,605
---------- ---------- ----------
3,726,107 3,396,891 3,121,798
LESS CASH DIVIDENDS -
($.80 per share in 1995; $.60 per share in 1994 and 1993) 652,800 489,600 489,600
---------- ---------- ----------
RETAINED EARNINGS, END OF YEAR $ 3,073,307 $ 2,907,291 $ 2,632,198
---------- ---------- ----------
---------- ---------- ----------
EARNINGS PER COMMON SHARE:
Income before cumulative effect of changes in accounting principles $ 1.00 $ 0.59 $ 0.70
Cumulative effect of changes in accounting principles - 0.35 -
---------- ---------- ----------
Net income $ 1.00 $ 0.94 $ 0.70
---------- ---------- ----------
---------- ---------- ----------
PRO FORMA AMOUNTS ASSUMING THE NEW CORE
ACCOUNTING METHOD IS APPLIED RETROACTIVELY:
Net income $ 818,816 $ 480,632 $ 598,504
---------- ----------- ----------
---------- ----------- ----------
Earnings per common share $ 1.00 $ 0.59 $ 0.72
---------- ----------- ----------
---------- ----------- ----------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
Page 11 of 42 pages
<PAGE>
UNIVERSAL MFG. CO.
- -------------------------------------------------------------------------------
STATEMENTS OF CASH FLOWS
- -------------------------------------------------------------------------------
THREE YEARS ENDED JULY 31, 1995
<TABLE>
<CAPTION>
1995 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 818,816 $ 764,693 $ 572,193
Adjustments to reconcile net income to net cash from operating activities:
Depreciation 149,786 165,729 201,121
Cumulative effect of changes in accounting principles - (284,061) -
Deferred income taxes (22,586) 10,100 9,999
Provision for deferred compensation - - 356
Gain on sale of property (4,920) (34,494) (79,736)
Effect of changes in operating assets and liabilities:
Accounts receivable 131,288 (278,918) (235,194)
Inventories (203,350) (326,507) 307,525
Income taxes recoverable (109,646) 14,369 (5,910)
Prepaid expenses 46,411 (36,203) (6,326)
Accounts payable (117,845) 673,347 8,367
Customer deposits - - 28,379
Payroll taxes (2,676) (2,818) 1,751
Income taxes payable (143,848) (56,430) -
Accrued compensation (32,292) 8,988 21,103
Accrued local taxes (710) (719) (111)
---------- ---------- ----------
Net cash flows from operating activities 508,428 617,076 823,517
---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property 38,724 50,046 97,446
Purchases of property (365,610) (203,828) (108,489)
Purchases of investments (3,197) (2,165) (133,106)
Proceeds from maturities of investments - - 219,510
---------- ---------- ----------
Net cash flows from investing activities (330,083) (155,947) 75,361
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of deferred compensation - (4,800) (12,000)
Payment of dividends (612,000) (489,600) (489,600)
---------- ---------- ----------
Net cash flows from financing activities (612,000) (494,400) (501,600)
---------- ---------- ----------
NET CHANGE IN CASH AND CASH EQUIVALENTS (433,655) (33,271) 397,278
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 644,122 677,393 280,115
---------- ---------- ----------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 210,467 $ 644,122 $ 677,393
---------- ---------- ----------
---------- ---------- ----------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Income taxes $ 729,514 $ 359,729 $ 335,175
---------- ---------- -----------
---------- ---------- -----------
SUPPLEMENTAL SCHEDULE OF NONCASH
INVESTING AND FINANCING ACTIVITIES:
Sale of equipment under a direct financing lease - - $ 51,593
---------- ---------- -----------
---------- ---------- -----------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
Page 12 of 42 pages
<PAGE>
UNIVERSAL MFG. CO.
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
THREE YEARS ENDED JULY 31, 1995
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION - Effective August 1, 1994, Allied Sales
Co., a wholly-owned subsidiary of Universal Mfg. Co. (the
Company), was dissolved as a separate company and is now a
division of the Company. In prior years, the financial
statements were presented on a consolidated basis and all
material intercompany balances, transactions and profits were
eliminated.
SEGMENT INFORMATION - The Company is engaged in the business of
remanufacturing and selling on a wholesale basis remanufactured
engines and other remanufactured automotive parts for Ford,
Lincoln and Mercury automobiles and trucks. The Company is a
franchised remanufacturer for Ford Motor Company with a defined
sales territory. The Company purchases the majority of its new
raw materials from Ford Motor Company. Remanufactured engines
for non-Ford vehicles are also marketed on a limited basis. The
principal markets for the Company's products are automotive
dealers and jobber supply houses. The Company has no separate
segments, major customers, foreign operations or export sales.
INVENTORIES - Inventories are stated at the lower of cost (last-
in, first-out method) or market.
INVESTMENTS - Short-term investments are considered as either
trading securities or available for sale securities and,
accordingly, are carried at fair value in the Company's
financial statements.
DEPRECIATION, MAINTENANCE, AND REPAIRS - Property is depreciated
generally as follows:
ASSETS DEPRECIATION METHOD LIVES
------ ------------------- -----
Buildings Straight-line and
declining-balance 10 - 20 years
Machinery and
equipment Declining-balance 7 - 10 years
Furniture and
fixtures Declining-balance 5 - 7 years
Trucks and
automobiles Declining-balance 3 - 5 years
Maintenance and repairs are charged to operations as incurred.
Renewals and betterments are capitalized and depreciated over
their estimated useful service lives. The applicable property
accounts are relieved of the cost and related accumulated
depreciation upon disposition. Gains or losses are recognized
at the time of disposal.
REVENUE RECOGNITION - Sales and related cost of sales are
recognized primarily upon shipment of products.
CASH EQUIVALENTS - For purposes of the Statements of Cash Flows,
the Company considers all highly liquid instruments purchased
with a maturity of three months or less to be cash equivalents.
EARNINGS PER SHARE - Earnings per share have been computed on
the weighted average number of shares outstanding during the
years (816,000 shares).
RECLASSIFICATIONS - Certain balances reported in 1994 and 1993
have been reclassified to conform with the current year
presentation.
2. CHANGES IN ACCOUNTING PRINCIPLES
ACCOUNTING FOR INCOME TAXES - Effective August 1, 1993, the
Company adopted Statement of Financial Accounting Standards No.
109 (SFAS 109), ACCOUNTING FOR INCOME TAXES. This statement
supersedes both Accounting Principles Board Opinion No. 11 and
SFAS 96, the previous authoritative literature on income tax
accounting. The cumulative effect of adopting SFAS 109 on the
Company's financial statements was to decrease net income by
$29,196 ($.04 per share) for the year ended July 31, 1994.
PRODUCT CORES - The Company changed it method of accounting for
product cores by the establishment of small parts core
inventories and the elimination of customer core deposit reserve
accounts. These changes will conform the accounting for product
cores to the method used for all other classes of inventory, and
will provide for a better match of revenues and costs related to
small parts sales, which are expected to become more significant
as a result of increased sales to other remanufacturers and
distribution program sales. The cumulative effect of the
accounting change on the Company's financial statements was to
increase net income by $313,257 ($.39 per share) for the year
ended July 31, 1994.
INVESTMENTS - During the year ended July 31, 1995 the Company
adopted the provisions of Statement of Financial Accounting
Standards (SFAS) No. 115, Accounting for Certain Investments in
Debt and Equity Securities. The adoption of SFAS No. 115 had no
effect on the 1995 financial statements.
3. INVENTORIES
The major classes of inventory follows were:
<TABLE>
<CAPTION>
1995 1994
-------------- --------------
<S> <C> <C>
Product cores $ 824,737 $ 679,182
Purchased parts for resale 585,214 441,807
Raw materials 580,054 497,331
Finished engines 375,322 265,439
Finished small parts 158,656 436,874
-------------- --------------
$2,523,983 $2,320,633
-------------- --------------
-------------- --------------
</TABLE>
If inventories were valued at the lower of cost (first-in, first-
out method) or market, inventories would have been $5,636,290
and $4,555,052 at July 31, 1995 and 1994, respectively.
Page 13 of 42 pages
<PAGE>
UNIVERSAL MFG. CO.
- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- -------------------------------------------------------------------------------
THREE YEARS ENDED JULY 31, 1995
4. LEASE RECEIVABLE
On May 26, 1993, the Company, as lessor, entered into a lease
agreement with another manufacturer to lease equipment at 8%
interest, for a sixty-month period. The total minimum lease
payments are $82,120 and the unearned income is $45,871 at July
31, 1995. These amounts are shown on a net basis for financial
statement purposes.
5. NOTES PAYABLE
On January 19, 1995 the Company signed a note for $200,000 with
a one year maturity and an interest rate of 8.9% subject to
change monthly based on the associated bank's base rate.
This amount was paid in full and a new note was signed on
February 21, 1995 for $400,000. The maturity date on this note
was January 19, 1996 and the interest rate was 9.25% subject to
change based on the associated bank's base rate. The amount was
paid in full prior to July 31, 1995.
6. INCOME TAXES
The provision for income taxes for the years ended July 31,
1995, 1994 and 1993 is as follows:
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Current income taxes $523,672 $318,916 $328,914
Deferred income taxes (22,586) 10,100 9,999
-------- -------- --------
Income tax provision $501,086 $329,016 $338,913
-------- -------- --------
-------- -------- --------
</TABLE>
The tax effect of differences in the timing of revenues and
expenses for tax and financial statement purposes is as follows:
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Depreciation $ - $ 13,192 $ (994)
Deferred compensation - 1,920 4,658
Uniform inventory
capitalization (13,128) (6,448) 11,279
Vacation pay accruals 1,834 7,004 (4,577)
Other (11,292) (5,568) (367)
-------- -------- --------
Deferred income
taxes $(22,586) $ 10,100 $ 9,999
-------- -------- --------
-------- -------- --------
</TABLE>
A reconciliation between statutory and effective tax rates is as
follows:
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Income before
income taxes $1,319,902 $809,648 $911,106
Statutory rate 34% 34% 34%
-------- -------- --------
Income taxes
at statutory rates 448,767 275,280 309,776
Tax effect of:
State taxes 62,552 32,528 34,357
Other - net (10,233) 21,208 (5,220)
-------- -------- --------
Total income taxes $501,086 $329,016 $338,913
-------- -------- --------
-------- -------- --------
</TABLE>
7. EPA PROJECT COSTS
In February, 1991, the Company was served with a complaint from
the United States Environmental Protection Agency (EPA) which
contained eight counts of alleged violations of the Resource
Conservation and Recovery Act of 1976 and the Hazardous Solid
Waste Amendments of 1984. The complaint alleged, among other
things, that the Company failed to adequately test and properly
transport certain residue of hazardous wastes which it was
treating at its facility. The Company entered into a Consent
Agreement and Consent Order with the EPA dated May 6, 1994,
which provided for settlement of this complaint.
This settlement called for payment of a civil penalty of
$32,955, and for the completion of certain remedial projects,
estimated to cost $149,725. Total costs paid as of July 31,
1995 are $90,113. The remaining amount of $59,612 has been
recorded in the accompanying financial statements.
Page 14 of 42 pages
<PAGE>
Refer to Item 13 for supplemental opinion of Independent Public Accountants and
the following schedules:
Schedule I - Short-Term Investments
Schedule VIII - Valuation Accounts
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
No response required.
Page 15 of 42 pages
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The following information set forth in the Company's proxy statement for
its annual meeting of shareholders to be held October 31, 1995, is incorporated
by reference:
"Election of Directors" - Pages 2, 3 and 4.
"Management" - Page 4.
"Compliance with Section 16(a) of the Securities Exchange Act of
1934" - Page 7.
ITEM 10. EXECUTIVE COMPENSATION
The following information set forth in the Company's proxy statement for
its annual meeting of shareholders to be held October 31, 1995, is incorporated
by reference:
"Compensation of President and Directors" - Pages 4 and 5.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following information set forth in the Company's proxy statement for
its annual meeting of shareholders to be held October 31, 1995, is incorporated
by reference:
"Ownership of Voting Securities by Officers and Directors" -
Pages 5 and 6.
"Principal Holders of Voting Securities" - Pages 7 and 8.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
No response required.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) List of Exhibits
(2) Plan or acquisition, reorganization,
arrangement, liquidation or succession. None
required.
(3)(i) Articles of Incorporation. The Articles of
Incorporation of the Company are incorporated by
reference to the Company's Annual Report on Form
10-K for the fiscal year ended July 31, 1980,
Page 26, to the Company's Annual Report on
Form 10-K for the fiscal year ended July 31,
1986, Pages 15 to 16 and to the Company's Annual
Report for the fiscal year ended July 31, 1987,
Pages 15 to 16.
(ii) Bylaws. The Bylaws of the Company are
incorporated by reference to the Company's
Annual Report on Form 10-KSB for the fiscal year
ended July 31, 1993, Pages 12-24.
(4) Instruments defining the rights of security
holders, including indentures. None required.
Page 16 of 42 pages
<PAGE>
(9) Voting trust agreement. None required.
(10) Material contracts.
(i) The Company's Rent Agreement with Dealers
Manufacturing Co., dated May 26, 1993, is
incorporated by reference to the Company's
Annual Report on Form 10-KSB for the
fiscal year ended July 31, 1993, Pages 25-
29.
(ii) The Company's Authorized Remanufactured
Product Distributor Agreement with Ford
Motor Company, dated April 1, 1995. See
pages 20-38.
(11) Statement re: computation of per share earnings.
None required.
(13) Annual or quarterly reports, Form 10-Q. None
required.
(16) Letter on change in certifying accountant. None
required.
(18) Letter on change in accounting principles. None
required.
(21) Subsidiaries of the registrant. None required.
(22) Published report regarding matters submitted to
vote. None required.
(23) Consent of experts and counsel. None required.
(24) Power of attorney. None required.
(27) Financial Data Schedule. See pages 39.
(28) Information from reports furnished to state
insurance regulatory authorities. None
required.
(99) Additional Exhibits. Supplemental Report of
Independent Public Accountants and attached
financial statement schedules: Schedule I -
Short-Term Investments as of July 31, 1995; and
Schedule VIII - Valuation Accounts for the three
years ended July 31, 1995. See pages 40-42.
(b) The Company did not file any reports on Form 8-K during
the last quarter of the period covered by this report.
SIGNATURES
In accordance with Section 13 of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
UNIVERSAL MFG. CO.
Page 17 of 42 pages
<PAGE>
By: /s/ Donald D. Heupel By: /s/ Gary L. Christiansen
--------------------------------- ------------------------------------
Donald D. Heupel, President, Chief Gary L. Christiansen, Vice President
Executive Officer, Chief Financial and Controller
Officer and Director
Date: October 27, 1995 Date: October 27, 1995
In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant in the capacities and
on the dates indicated.
By: /s/ Richard W. Agee Date: October 27, 1995
-------------------------------
Richard W. Agee/Director
By: /s/ Anthony H. Kelley Date: October 27, 1995
-------------------------------
Anthony H. Kelley/Director
By: /s/ Richard E. McFayden Date: October 27, 1995
-------------------------------
Richard E. McFayden/Director
By: /s/ John R. McHugh Date: October 27, 1995
-------------------------------
John R. McHugh/Director
By: /s/ Harry W. Meginnis Date: October 27, 1995
-------------------------------
Harry W. Meginnis/Director
By: /s/ T. Warren Thompson Date: October 27, 1995
-------------------------------
T. Warren Thompson/Director
Page 18 of 42 pages
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit Page
No. Description Method of Filing Location
- ------- ----------- ---------------- --------
<S> <C> <C> <C>
3(i) Articles of Incorporation Incorporated by reference to the Company's --
Annual Report on Form 10-K for the fiscal year
ended July 31, 1980, Page 26, to the Company's
Annual Report on Form 10-K for the fiscal year
ended July 31, 1986, Pages 15-16 and to the
Company's Annual Report for the fiscal year
ended July 31, 1987, Pages 15-16.
3(ii) Bylaws Incorporated by reference to the Company's --
Annual Report on Form 10-KSB for the fiscal year
ended July 31, 1993, Pages 12-24.
10(i) The Company's Rent Incorporated by reference to the Company's --
Agreement with Dealers Annual Report on Form 10-KSB for the fiscal year
Manufacturing Co., dated ended July 31, 1993, Pages 25-29.
May 26, 1993
10(ii) The Company's Authorized Filed herewith. 20-38
Remanufactured Product
Distributor Agreement with
Ford Motor Company,
dated April 1, 1995
27 Financial Data Schedule Filed herewith. 39
99 Supplemental Report of Filed herewith. 40-42
Independent Public
Accountants and attached
financial statement
schedules: Schedule I -
Short-Term Investments as
of July 31, 1995; and
Schedule VIII - Valuation
Accounts for the three years
ended July 31, 1995
</TABLE>
Page 19 of 42 pages
<PAGE>
EXHIBIT 10(ii)
[Ford Logo]
FORD AUTHORIZED REMANUFACTURED PRODUCT DISTRIBUTOR AGREEMENT
FORD CUSTOMER SERVICE DIVISION
FORD MOTOR COMPANY
AGREEMENT made as of this 1st day of April, 1995, by and between
--- ----- ----
Universal Mfg. Company [ ] an individual, [ ] a partnership,
- -----------------------------------------
(Give Name(s) of Individual, Partners or Corporation)
[X] a(n) Nebraska Corporation, doing business as Universal Mfg. Company,
----------------- -----------------------
(State of Incorporation) (Distributor's Trade Name)
with a principal place of business at 405 Diagonal Street, Algona, IA 50511
------------------- ---------------------
(Street and Number) (City, State and Zip Code)
(hereinafter called the "Distributor") and Ford Motor Company, a Delaware
corporation with its principal place of business at Dearborn, Michigan
(hereinafter called the "Company").
PREAMBLE
The purpose of this Agreement is to establish the Distributor as a
distributor of those products described in this Agreement, and as a Ford
Authorized Remanufacturer (as hereinafter defined), if so appointed on Page 2 of
this Preamble, and to set forth the respective responsibilities of both the
Company and the Distributor in carrying out this Agreement.
In consideration of the mutual agreements and acknowledgements herein made,
the Company and the Distributor agree as follows:
A. DEFINITIONS. As used herein, the following terms shall have the
following meanings:
1. "Ford Authorized Remanufactured Product" shall mean any
automotive product approved by the Company in writing from time to time, which
is remanufactured by a Ford Authorized Remanufacturer in accordance with Company
specifications.
2. "Ford Remanufactured Product" shall mean any automotive product
designated by the Company in writing from time to time, which was remanufactured
by a supplier authorized by the Company in accordance with Company
specifications.
3. "Genuine Product" shall mean any new automotive product
designated by the Company in writing from time to time, which is produced by the
Company or a supplier authorized by the Company, and is sold by the Company to
the Distributor for the purpose of resale as a new automotive product.
4. "Seed Product" shall mean any new automotive product designated
by the Company in writing from time to time, which is produced by the Company or
a supplier authorized by the Company, and is sold by the Company to the
Distributor for the purpose of inventory build up and resale as a Ford
Authorized Remanufactured Product.
Page 20 of 42 pages
<PAGE>
EXHIBIT 10(ii)
5. "Products" shall mean Ford Remanufactured Products, Genuine
Products, and Seed Products.
6. "Distributor Price" shall mean the price established by the
Company from time to time, for each Product sold by the Company to the
Distributor.
7. "Authorized Dealers" shall mean those motor vehicle dealers who
are authorized by the Company to sell and service automotive products offered by
the Company.
8. "Ford Authorized Remanufactured Product Distributor-to-Dealer
Standards" shall mean those performance standards relating to the level of
service the Distributor provides to Authorized Dealers that the Distributor
shall meet in its distribution operations.
9. "Ford Authorized Remanufactured Product Distributor Policy and
Procedure Manual" shall mean the manual provided by the Company to the
Distributor that sets forth the policies and procedures affecting the business
relationship between the Company and the Distributor, as well as the standards
with which the Distributor shall comply.
10. "Quality Office" shall mean the office within Ford Customer
Service Division that evaluates the Company's suppliers' processes to ensure
those processes meet Company specifications.
B. APPOINTMENT AND ACCEPTANCE. The Company appoints the Distributor as:
1. A Distributor of (i) Ford Authorized Remanufactured Products
and (ii) Products, each as may be from time to time designated in
writing by the Company to the Distributor and, if applicable, and
initialed below:
Initials
2. A Ford Authorized Remanufcturer, as defined in the Addendum
to the Ford Authorized Remanufactured Product Distributor
Agreement, FCS 8308C, dated April 1, 1995, of such Ford
Authorized Remanufactured Products as may from time to time be
designated in writing by the Company to the Ford Authorized
Remanufacturer. Such appointment shall become effective upon
execution of the Addendum.
The Distributor hereby accepts and agrees to carry out the
responsibilities of such appointment as herein provided.
C. PURCHASE PRIVILEGE. Subject to and in accordance with the provisions
of this Agreement, the Company shall sell to the Distributor, and the
Distributor shall purchase from the Company:
1. Such Ford Remanufactured Products as may be designated in writing
by the Company to the Distributor.
Page 21 of 42 pages
<PAGE>
EXHIBIT 10(ii)
2. Such Genuine Products as may be designated in writing by the
Company to the Distributor.
3. Such Seed Products as the Distributor may require for resale as
Ford Authorized Remanufactured Products.
D. STANDARD PROVISIONS. The attached Ford Authorized Remanufactured
Product Distributor Agreement Standard Provisions (Form FCS 8309, April 1, 1995)
which have been read and agreed to by each party hereto, are hereby made a part
of this Agreement with the same force and effect as if herein set forth in full.
E. PERSONAL AGREEMENT. In view of the personal nature of this Agreement,
the Company has entered into this Agreement in reliance upon the representation
and agreement that (i) the following person(s) and only the following person(s),
shall be the principal owner(s) of the Ford Authorized Remanufactured Product
Distributor:
PERCENTAGE
NAME MAILING ADDRESS OF OWNERSHIP
- --------------------------------------------------------------------------------
Eloise Rogers Agee 2541 Woodleigh Lane, Lincoln, NE 68504 9.26%
Mary McFayden Donahue 1301 South 80th St., Omaha, NE 68114 5.42%
Various stockholders 85.32%
(Public Corp.)
and (ii) the following person(s) and only the following person(s) shall have
full managerial authority for the operation of the Distributor, and are
authorized to execute any and all agreements and related documents on behalf of
the Distributor:
NAME MAILING ADDRESS TITLE
- --------------------------------------------------------------------------------
Donald D. Heupel 405 Diagonal St., Algona, IA 50511 President
Warren T. Thompson 10018 Fieldcrest, Omaha, NE 68114-4939 Secretary/Treasurer
The Distributor shall give the Company prior written notice of any proposed
change in the above ownership or managerial authority of any such person(s), and
immediate notice of the death or physical or mental incapacity of any such
person. No such change or notice, and no assignment of this Agreement or of any
right to interest herein, shall be effective against the Company until approved
by the Company by executing and delivering an appropriate amendment to this
Agreement.
F. AUTHORIZED LOCATIONS. In addition to the location identified above as
Distributor's principal place of business, Distributor shall maintain facilities
and operate its distribution business and remanufacturing business (if so
appointed on page 2 of this Preamble) from the following locations (hereinafter
called "Authorized Locations").
DISTRIBUTOR/REMANUFACTURER MAILING ADDRESS
TRADE NAME AND ADDRESS
- --------------------------------------------------------------------------------
Page 22 of 42 pages
<PAGE>
EXHIBIT 10(ii)
Universal Mfg. Co. 5177 N.E. 17th St., Des Moines, IA 50313
Universal Mfg. Co. 1415 Jones St., Omaha, NE 68102
Universal Mfg. Co. 2240 W. Altorfer St., Peoria, IL 61615
Distributors shall not move or directly or indirectly operate its distribution
business or remanufacturing business (if so appointed on page 2 of this
Preamble) in whole or in part in facilities other than an Authorized Location
without the prior written consent of the Company.
G. EXECUTION. This Agreement shall bind the Company only when it bears
the facsimile signature of the Vise President-General Manager of the Ford
Customer Service Division of the Company, and is countersigned by the Customer
Parts Operations Manager or other Company employee designated by the Vice
President-General Manager of the Ford Customer Service Division of the Company,
and a fully executed copy is delivered personally or by postpaid registered or
certified U.S. mail to the Distributor at the Distributor's principal place of
business.
H. CHANGES. The Distributor acknowledges that (i) this Agreement may be
executed only in the manner provided therefore in Paragraph G hereof, (ii) no
one except the Vice President-General Manager, the Customer Parts Operations
Manager or other Company employee designated by the Vice President-General
Manager of the Ford Customer Service Division of the Company is authorized to
make or execute any other agreement relating to the subject matter hereof, or in
any manner to enlarge, vary or modify the terms hereof, and then only by an
instrument in writing, and (iii) no one except the Vice President-General
Manager or the Customer Parts Operations Manager or other company employee
designated by the Vice President-General Manager of the Ford Customer Service
Division of the Company, or the Secretary or an Assistant Secretary of the
Company is authorized to terminate this Agreement on behalf of the Company, and
then only by notice in writing.
I. DURATION. This Agreement shall continue in force and effect from and
after the date of its execution until terminated by either party under the
provision of Paragraph 17 hereof.
IN WITNESS HEREOF, the parties have duly executed this Agreement in
duplicate as of the day and year first above written.
FORD MOTOR COMPANY ___________________________________
(Distributor's Trade Name)
/s/ Ronald E. Goldsberg By: /s/ Donald D. Heupel
Vice President - General Manager ---------------------------
Ford Customer Service Division Title: President
---------------------------
Countersigned by By:
-----------------------------
Title:
-----------------------------
/s/ Richard T. Detskas
R.T. Detskas By:
Remanufactured Products Manager -----------------------------
Title
-----------------------------
Page 23 of 42 pages
<PAGE>
EXHIBIT 10(ii)
[Ford Logo]
FORD AUTHORIZED REMANUFACTURED PRODUCT DISTRIBUTOR AGREEMENT
STANDARD PROVISIONS
FORD CUSTOMER SERVICE DIVISION
FORD MOTOR COMPANY
1. PUBLICATIONS. From time to time, the Company shall distribute to the
Distributor procedures governing the relationship between the Company and the
Distributor, including but not limited to further definitions, administration of
warranty and policy, credit and other terms of sale, and such other information
as may be appropriate to help the parties to carry out their respective
responsibilities under this Agreement. If anything in any such publication is
or appears to be inconsistent with the terms contained herein, the terms
contained herein shall govern.
2. OPERATION OF BUSINESS. The responsibilities of the Distributor shall
include the following:
a. SALES. The Distributor shall actively and aggressively promote and
make sales of Ford Authorized Remanufactured Products and Products, make direct
contact with all Authorized Dealers in the Distributor's Area on a regular basis
to provide prompt and efficient core pickup and delivery service in a
satisfactory volume and manner, as hereinafter set forth. The Distributor's
Area is not exclusive to the Distributor, and the Distributor shall not be
limited to sales in such Area. The "Distributor's Area" shall be the geographic
area around the Distributor's location within which, in the business judgment of
the Company, the Distributor can reasonably be expected to meet all "Ford
Authorized Remanufactured Product Distributor-to-Dealer Standards" with respect
to Authorized Dealers. The Distributor's performance of this sales
responsibility shall be measured by such criteria as the Company may develop
from time to time in its business judgment, which may include, but shall not be
limited to:
i) Authorized Dealer and Company evaluations of the Distributor's
performance versus "Ford Authorized Remanufactured Product
Distributor-to-Dealer Standards";
ii) the Distributor's sales of Ford Authorized Remanufactured
Products to Authorized Dealers in the Distributor's Area as a
percentage of sales objectives established by the Company from
time to time; and
iii) the Distributor's sales of Ford Authorized Remanufactured
Products as a percentage of all registrations of Company vehicles
in the Distributor's Area.
In determining whether the Distributor has performed satisfactorily, the Company
will give consideration to any special circumstances peculiar to the
Distributor.
b. FACILITIES/LOCATIONS. The Distributor shall maintain such facilities
of a size, layout and appearance, including a warehouse, and sales and office
space, and signage, and computer information system and other equipment, at the
address for which this Agreement was issued and at each Authorized Location, as
will meet the requirements established by the Company from time to time, and
will enable the
Page 24 of 42 pages
<PAGE>
EXHIBIT 10(ii)
Distributor to fulfill all of the Distributor's responsibilities under this
Agreement. The Distributor shall not move or directly or indirectly operate in
whole or in part in facilities other than an Approved Location without the prior
written consent of the Company. The Company shall have sole discretion to
consent to or deny any request for a change in Distributor's Authorized
Location(s), taking into account such factors as the Company deems relevant.
c. STOCKS. The Distributor shall maintain inventories of all Ford
Authorized Remanufactured Products and Products (except Seed Products), in
quantities sufficient to meet the current and reasonably anticipated sales
demands of Authorized Dealers for Ford Authorized Remanufactured Products and
Products (except seed products). The Distributor's maintenance of Ford
Remanufactured Product and Genuine Product inventories shall be subject to the
Company's ability to fill the Distributor's orders.
d. PERSONNEL. The Distributor shall employ such number of adequately
trained and competent personnel of good character, including but not limited to
managers, salespersons and warehouse personnel as will meet the Ford Authorized
Remanufactured Product Distributor-to-Dealer Standards established by the
Company from time to time, and will enable the Distributor to fulfill all of the
Distributor's responsibilities under this Agreement. Such personnel shall
include sales representatives who maintain a regular personal contact schedule
and provide support to Authorized Dealers in working to maximize service
customer satisfaction.
e. ORDERS. The Distributor shall submit orders for its requirements of
Products, at such times and in the manner prescribed by the Company from time to
time. The Distributor shall not submit orders to the Company for products other
than Products.
The Company shall make reasonable efforts to fill each order accepted
by it, but shall not be liable in any way for failure to ship or delay in
shipment of Products due wholly or in part to shortage or curtailment of
material, labor, transportation or utility services, or to any labor or
production difficulty in any plant of the Company or any of its suppliers, or to
the fulfillment of the Company's own requirement, or to governmental action, or
to any cause beyond the Company's control or without its fault or negligence.
f. COMMUNICATION. To assist the Company to meet customer expectations
and performance standards, the Distributor shall provide electronic data
interfaces as required by the Company from time to time.
g. DELIVERY AND AVAILABILITY. The Distributor will provide parts
delivery and core pickup service in a manner sufficient to meet Ford Authorized
Remanufactured Product Distributor-to-Dealer Standards and to assist Authorized
Dealers in providing same-day service. The Distributor shall meet the delivery
and pickup service standards as may be issued by the Company from time to time.
h. CAPITALIZATION. The Distributor shall employ at all times in
connection with its operations under this Agreement such net working capital,
other capital, net worth and line or lines of credit or other source of funds as
may be required to enable the Distributor to fulfill all the Distributor's
responsibilities under this Agreement.
Page 25 of 42 pages
<PAGE>
EXHIBIT 10(ii)
i. ACCOUNTING SYSTEM. To assist the Company to obtain, analyze and
disseminate helpful information to all Distributors, to evaluate the
Distributor's performance and to formulate marketing plans, the Distributor
shall install and use for all operations under this Agreement an accounting
system (in addition to any other system the Distributor may desire to use) in
accordance with the Company's procedures for distribution accounting as
published from time to time.
j. REPORTS. The Distributor shall furnish to the Company each month, at
the time and in the manner prescribed by the Company, a complete statement of
the true financial condition and operating results of the Distributor's business
hereunder as of the end of the preceding month. The Distributor shall also
promptly furnish to the Company a copy of any adjusted statement prepared by or
for the Distributor. The Distributor further shall submit to the Company, at
the times and in the manner prescribed by the Company, accurate reports of the
Distributor's sales of Ford Authorized Remanufactured Products and Products, and
such other reports and data relating to the ownership or management of the
Distributor, or its business hereunder, as the Company may request from time to
time. All such statements, reports and data shall be based whenever applicable
upon the accounting system referred to in subparagraph 2(i) above. Financial
information furnished by the Distributor shall be handled on a confidential
basis by the Company; however, this shall not prohibit the Company from
providing such information to a wholly-owned or controlled subsidiary of the
Company. Moreover, the Company shall not be prohibited from offering such
information in evidence in judicial or arbitration proceedings, or to other
parties as required by law.
k. INSPECTION AND RECORD RETENTION. The Distributor shall allow persons
designated by the Company, at reasonable times and intervals, and during normal
business hours, to examine the Distributor's facilities, inventories, and
handling of warranty claims, and examine, audit and copy any and all of its
records, contracts, accounts, journals, ledgers and other papers in its
possession or control which in any way relate, in whole or in part, to the
Distributor's Ford business hereunder. The Distributor shall keep for at least
two years, and allow persons designated by the Company to examine, audit and
copy as above provided, all documents which relate in any way, in whole or in
part, to claims made upon or paid by the Company or to any other aspect of the
Distributor's business hereunder.
l. REPRESENTATIONS AND ADVERTISING. All Ford Authorized Remanufactured
Products, and Products, and the packaging thereof, shall be identified as such
with appropriate marking, label or other device approved by the Company. The
Distributor shall not represent as a Ford Authorized Remanufactured Product or
Ford Remanufactured Product or as a product manufactured by a Ford authorized
source, any product in which other than Ford Original Equipment Products or
their demonstrated equivalent are used, or which is not remanufactured in
accordance with the Company's specifications for that product or is of a type
which has not been specifically approved by the Company in writing for sale as a
Ford Authorized Remanufactured Product or Ford Remanufactured Product. The
Distributor shall not represent that any Ford Authorized Remanufactured Product
has been remanufactured by the Company.
3. OTHER SALES AND PURCHASES. The Company reserves the right to make sales to
others (including, without limitation, other distributors) without obligation or
liability of any kind to the Distributor.
4. ACCEPTANCE OF ORDERS. No order tendered by the Distributor for Products
will be binding on the Company until accepted by the Company at its offices
designated for such purpose. An order shall be deemed accepted when the Company
issues to the Distributor its FCSD order number. The Company
Page 26 of 42 pages
<PAGE>
EXHIBIT 10(ii)
shall make reasonable efforts to fill each order accepted by it, but shall not
be liable in any way for failure to ship or delay in shipment of Products due
wholly or in part to shortage or curtailment of material, labor, transportation
or utility services, or to any labor or production difficulty in any plant of
the Company or any of its suppliers, or to fulfillment of the Company's own
requirement, or to any cause beyond the Company's control or without its fault
or negligence.
5. PRICES AND CHARGES. The Distributor shall pay the price established by the
Company for Products purchased by the Distributor from the Company, less any
applicable discount and/or allowance allowed by the Company on the invoice; if
not included in such price, the Distributor will pay a charge equivalent to or
in reimbursement for all applicable taxes on the manufacture, distribution,
ownership, use or sale of such product. The Company may change at any time and
from time to time, without prior notice, the price or charge for any Product or
any applicable discount or allowance. A description of any other discounts or
allowances, the qualifications and methods of submitting and substantiating
claims therefor and the manner of payment by the Company will be contained in
the Ford Authorized Remanufactured Product Distribution Policy and Procedure
Manual as amended by the Company from time to time. Except as otherwise
specified by the Company in writing, such price, discounts, charges and
allowances shall be those in effect at time the Distributor's order is accepted
by the Company. Delivery to the Distributor shall be deemed made and the order
filled, on the date of delivery to the carrier or to the Distributor, whichever
is first.
6. LIMITATIONS OF THE COMPANY'S LIABILITY. This Agreement contemplates that
the Distributor shall make all investments in its business and purchase and
resell Ford Authorized Remanufactured Products and Products in conformity with
the provisions hereof, but otherwise at the Distributor's own discretion.
Nothing herein contained shall impose any liability on the Company in connection
with the Distributor's operations under this Agreement or otherwise or for any
expenditures made or incurred by the Distributor in preparation for performance
or in performance of the Distributor's obligations under this Agreement.
7. TERMS AND TITLE.
a. PAYMENT. The Company shall pay the Company for each purchase of
Products under this Agreement within the time specified in the Ford Authorized
Remanufactured Product Distributor Policy and Procedure Manual or special
program terms as may be granted by the Company from time to time.
b. TITLE. Title to each Product purchased by Distributor from the
Company shall pass to the Distributor upon delivery thereof to the carrier or
the Distributor, whichever is first.
c. DEMURRAGE AND DIVERSION LIABILITY. The Distributor shall pay for and
bear all demurrage, storage or other charges accruing after arrival of any
shipment at its destination, except with respect to a shipment made in error by
the Company. If the Distributor shall fail or refuse for any reason (other than
a shipping error by the Company, natural disaster or catastrophe, or act of God)
to accept delivery of any Products ordered by the Distributor, the Distributor
shall also pay for and bear all expenses incurred by the Company in shipping the
same to the Distributor and in reshipping the same to the original shipping
point or another destination, but such reshipping expenses shall not exceed the
expenses of returning the part to the original shipping point.
Page 27 of 42 pages
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EXHIBIT 10(ii)
d. STATE AND LOCAL TAXES. The Distributor represents and warrants that
all Products purchased from the Company which are tangible personal property
shall be purchased for resale in the ordinary course of the Distributor's
business, and that the Distributor shall comply with pertinent state and local
laws prerequisite to the collection and/or payment by the Distributor of sales,
use and any other taxes applicable to all such resale transactions and has
furnished or will furnish evidence thereof to the Company. These
representations and warranties shall be deemed a part of each order given by the
Distributor to the Company. If any such tangible personal property is put to a
taxable use by the Distributor, or is purchased by the Distributor other than
for resale, the Distributor shall make timely return and payment to the proper
taxing authority of all sales, use and the like taxes applicable thereto, and
shall indemnify the Company against such taxes, and penalties and interest
thereon.
e. SECURITY AND SURETY AGREEMENT. At the Company's request, the
Distributor shall execute a Security Agreement, pursuant to which the
Distributor will grant the Company a security interest in all Products purchased
by the Distributor from the Company and any Ford Authorized Remanufactured
Products produced by the Distributor with such components, and any proceeds
therefrom. The Company may, at its discretion, require a Personal Surety from
either the principal of the Distributor or the Principal of an Authorized
Location of the Distributor. If so required by the Company, the Distributor,
the Distributor principal, or the principal of an Authorized Location of the
Distributor will execute all appropriate documents, including a form UCC-1, to
perfect and evidence such security interest.
8. FORD AUTHORIZED REMANUFACTURED PRODUCT DISTRIBUTOR POLICY AND PROCEDURE
MANUAL/STANDARDS. The Distributor shall comply with all provisions in the
Distributor section of the Ford Authorized Remanufactured Product Distributor
Policy and Procedure Manual, including the "Ford Authorized Remanufactured
Product Distributor-to Dealer Standards", a copy of which has been forwarded to
the Distributor and the terms of which are hereby incorporated by reference.
The provisions of the Manual and the Standards may be changed by the Company at
its discretion, upon written notice to the Distributor.
9. COMPLIANCE WITH LAWS AND REGULATIONS. The Distributor shall comply with
all federal, state and local laws, rules, regulations or ordinances applicable
to the Distributor's operation of its business. The Distributor agrees to
indemnify, defend and hold harmless the Company from any claims losses, damages
or expense, including costs and reasonable attorney's fees, arising out of or
related to the Distributor's failure to comply with any applicable laws, rules,
regulations or ordinances. Without limiting the foregoing, the Distributor
agrees to indemnify, defend and hold harmless the Company from any claims,
losses, damages or expense, including costs and reasonable attorney's fees,
arising under any federal, state or local laws, rules, regulations or ordinances
related to the environment or hazardous materials or substances and resulting
from or related to any activity of the Distributor in the operation of its
business, including, without limitation, the storage, handling, transportation,
release or disposal of Products and Ford Authorized Remanufactured Products.
10. WARRANTY. The Company warrants to the Distributor that each seed product
shall be free from defects in workmanship and material under normal use and
service for the period of time from the date of delivery of each seed product to
the original retail purchaser, or for the amount of use, whichever expires
first, as specified for each such product in the Company's Ford Authorized
Remanufactured Product Distributor Policy and Procedure Manual, in effect at the
time such product is sold to the original retail
Page 28 of 42 pages
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EXHIBIT 10(ii)
customer. This warranty shall be fulfilled by the Company as specified in the
Company's Ford Authorized Remanufactured Product Distributor Policy and
Procedure Manual.
The Distributor, acting on its own behalf only, shall extend to each of its
customers, in a form satisfactory to the Company, a written warranty for each
Ford Authorized Remanufactured Product. Such warranty shall be at least as
favorable to the customer, in the Company's opinion, as the warranty extended to
the Distributor on each such product by a Ford Authorized Remanufacturer, or the
Company's Service Parts Warranty, specified in the Ford Authorized
Remanufactured Product Distributor Policy and Procedure Manual, whichever is
greater. The Distributor shall perform and fulfill promptly, and shall require
each level of distribution to perform and fulfill promptly, all the terms and
conditions of the warranty for the ultimate benefit of the final purchaser at
retail.
11. INDEMNIFICATION. The Company shall defend, indemnify, hold harmless and
protect the Distributor from all losses, damages or expense, including costs and
reasonable attorney's fees, resulting from lawsuits commenced against the
Distributor on or after the date of this Agreement by third parties alleging
bodily injury or property damage arising out of an occurrence caused solely by a
"production defect". "Production defect" shall mean a defective condition in
material, workmanship or design of a Product sold to the Distributor by the
Company. The above stated obligation arises only if the "production defect"
could not have been discovered by the Distributor through reasonable and prudent
inspection methods.
The Company's obligation set forth above arises only upon receipt of
written notice of the lawsuit, including a copy of the most recently filed
complaint. Until the Company has agreed to accept the Distributor's tender of
defense and the Company's attorneys have been substituted as attorneys of record
for it, the Distributor shall take all necessary steps to preserve its rights
and defend the suit and shall be responsible for all costs and fees incurred.
If the Company agrees to indemnify and defend the Distributor, the Company shall
have sole control, discretion, and authority in the defense of the suit and in
any decisions regarding its settlement or resolution. The Distributor shall
fully cooperate in the defense of allegations against either the Distributor or
the Company, including but not limited to, maintaining, preserving, and
providing the Company and its attorneys access to any documents and other
tangible evidence relevant to the lawsuit and providing the Company and its
attorneys access to any of Distributor's premises, records and employees
relevant to the lawsuit. The Company maintains the sole authority and
discretion to determine what, if any, Distributor employees to call as witnesses
for deposition or at time of trial. The Distributor shall be responsible for
all expenses, including but not limited to travel and lodging expenses, incurred
by its employees while acting as witnesses for deposition and trial. The
Company maintains the right to continue the litigation in the name of the
Distributor at its sole discretion.
12. CHANGES IN PRODUCTS. The Company may change the design of or discontinue
any Products or Ford Authorized Remanufactured Products, or offer any new or
different form thereof at any time and from time to time without notice or
obligation to the Distributor, including any obligation with respect to any
Product or Ford Authorized Remanufactured Product theretofore ordered or
purchased by or delivered to the Distributor.
The Distributor shall achieve and maintain "Q1 Certification" in
distribution operations, as specified in Company publications from time to time.
If the Distributor is decertified by the Quality Office, the Distributor shall
be limited to distributing only those Ford Authorized Remanufactured Products
and
Page 29 of 42 pages
<PAGE>
EXHIBIT 10(ii)
Products which it was distributing prior to the date of decertification.
The Distributor shall not purchase or distribute any new product offerings,
including Ford Authorized Remanufactured Products or Products, from the date
of decertification by the Quality Office. For the purpose of this paragraph
only, "new product offerings" shall mean any product that has a new part
number, has a part number that supersedes a prior part number, or has a new
part number prefix or suffix.
13. PRODUCT LINE DE-AUTHORIZATION. From time to time the Company may
deauthorize a line of Ford Authorized Remanufactured Products or part of a
line of Ford Authorized Remanufactured Products as described in the Ford
Authorized Remanufactured Product Distributor Policy and Procedure Manual.
After deauthorization, such Ford Authorized Remanufactured Product may not be
sold, promoted or in any way represented as Ford Authorized Remanufactured
Product under any circumstance.
14. NO MISREPRESENTATION OF PARTS. The Distributor shall not, and shall take
reasonable measures to assure that the Distributor's customers will not,
represent as a Ford Authorized Remanufactured Product, Ford Remanufactured
Product, Genuine Product, or Seed Product any product that is not in fact a Ford
Authorized Remanufactured Product, Ford Remanufactured Product, Genuine Product,
or Seed Product, whether such representation is by name, logo, part number or
otherwise. Further, the Distributor shall not engage in any misleading,
deceptive or confusing practices or which in the opinion of the Company, may be
detrimental to the Company, Company products, Distributors, or Authorized
Dealers.
15. NO AGENCY. This Agreement does not in any way create the relationship of
principal and agent between the Company and the Distributor; under no
circumstances shall the Distributor or any of the Distributor's customers or
other suppliers be considered to be the agent of the Company. The Distributor
shall make clear to others it is not an agent of the Company and shall not act
or attempt to act, or represent itself directly or by implication, as an agent
of the Company or in any manner assume or create, or attempt to assume or
create, any obligation on behalf of or in the name of the Company.
16. TRADEMARKS AND TRADE NAMES, PATENTS AND PARTS MARKING.
a. The Distributor shall not use any trademark or trade name used or
claimed by the Company or any of its subsidiaries, or coined words or
combinations containing the same parts thereof, in the Distributor's firm or
trade name.
b. The Distributor shall not use any trademark or trade name used or
claimed by the Company or any of its subsidiaries, or coined words or
combinations containing the same or parts thereof, in connection with any
business conducted by the Distributor other than in dealing in the Ford
Authorized Remanufactured Products and Products to which such trademark or trade
name refers, and then only in the manner and form approved by the Company. The
Distributor shall promptly carry out all instructions issued by the Company from
time to time to protect and promote the value of any trademark or trade name
used or claimed by the Company or any of its subsidiaries.
c. The Distributor shall not contest the right of the Company to
exclusive use of any trademark or trade name used or claimed by the Company or
any of its subsidiaries.
17. TERMINATION.
Page 30 of 42 pages
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EXHIBIT 10(ii)
a. (1) This Agreement may be terminated by either party at any time,
with or without cause, upon thirty (30) days' prior written notice to the other
party.
(2) The Company may terminate this Agreement upon five (5) days'
prior written notice to the Distributor in any of the following events: (i) any
assignment or attempted assignment by the Distributor of any interest in this
Agreement without the prior written consent of the Company; (ii) any sale,
transfer or relinquishment, voluntary or involuntary, by operation of law or
otherwise, of any substantial interest in the direct or indirect ownership or
any change in the operating management of the Distributor without the prior
written consent of the Company; (iii) failure of the Distributor for any reason
to function in the ordinary course of business or failure for a period of ten
(10) consecutive business days to keep its facilities open during and for not
less than, the hours customary in the trade in the Distributor's principal
location; (iv) a disagreement between or among owners, managers, officers or
principals of the Distributor which, in the opinion of the Company, may
adversely affect the operation, management, business or interest of the
Distributor or the Company; (v) conviction in a court of competent jurisdiction
of the Distributor, or an owner, manager, officer or interest of the Distributor
for any violation of law, or any conduct of such person unbecoming a reputable
business person; or (vi) submission by the Distributor to the Company, of false
or fraudulent reports, statements or claims, or refusal of the Distributor to
permit the Company to examine the Distributor's records in accordance with
subparagraph 2.k. of this Agreement. The Distributor shall advise the Company
immediately in writing of the happening of any of the events specified in
clauses (i) through (v) above.
(3) Either party may terminate this Agreement upon five (5) days'
prior written notice to the other in any of the following events:
(i) dissolution of the Distributor; inability of the Distributor to meet debts;
(ii) insolvency of the Distributor, filing by the Distributor of a voluntary
petition under any law relating to bankruptcy or insolvency, adjudication of the
Distributor as a bankrupt pursuant to any involuntary petition, appointment by a
court of temporary or permanent receiver, trustee or custodian for the
Distributor or the Distributor's business or an assignment of the Distributor
for benefit of creditors; (iii) failure by either party to obtain or maintain
any license required to permit such party to carry out its obligations under
this Agreement, or (iv) death or physical or mental incapacity of the
Distributor or any principal, officer or manager of the Distributor; provided,
however, that in order to facilitate orderly termination and liquidation of the
Distributor, the Company shall defer for a period of from three (3) months to
one (1) year, as the Company may determine, the effective date of any
termination pursuant to this clause (iv).
b. The Company may terminate this Agreement anytime upon thirty (30)
days' written notice to the Distributor in the event the Company offers the
Distributor a new or amended form of sales agreement.
c. Subject to provisions of subparagraph 17(a) and 17(b), this Agreement
may be terminated by either party in its entirety or with respect to specific
Authorized Location(s).
18. DISTRIBUTOR'S OBLIGATION ON TERMINATION. Upon termination of this
Agreement by either party, the Distributor shall cease to be a Ford Authorized
Remanufactured Product Distributor and shall:
Page 31 of 42 pages
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EXHIBIT 10(ii)
a. Pay to the Company within thirty (30) days of the date of termination
all sums owing by the Distributor to the Company.
b. At the Distributor's expense (i) remove from all signs used or owned
by the Distributor and from all forms, stationery and other papers used by the
Distributor, any trademark, trade name, coined word or combination referred to
in Paragraph ___.
c. Permanently discontinue all advertising of the Distributor as a Ford
Authorized Remanufactured Product Distributor.
d. Refrain from doing anything whether or not specified above that would
indicate the Distributor is or was a Ford Authorized Remanufactured Product
Distributor.
If the Distributor does not comply with any of the requirements of this
Paragraph 18, the Distributor shall reimburse the Company for all costs and
expenses, including reasonable attorney's fees, incurred by the Company in
effecting and enforcing compliance.
19. ACQUISITIONS ON TERMINATION.
a. Upon termination of this Agreement by the Company, the Company shall
accept upon return from the Distributor, at the Distributor's election, all
Products which are in the Distributor's inventory on the effective date of
termination, excluding any items the Company classified as hazardous materials,
provided such Products are unused, undamaged, in first class saleable condition,
in the original unopened packaging and is offered for sale by the Company in the
Company's then-current lists and were purchased by the Distributor from the
Company in the ninety (90) day period immediately preceding the effective date
of termination.
b. Upon termination of this Agreement by either party, the Company shall
also have the option to purchase from the Distributor any or all Ford Authorized
Remanufactured Products and Products, regardless of condition, use, date or
source of purchase, which are in the Distributor's inventory on the effective
date of termination as the Company may select.
c. Within ninety (90) days after the effective date of termination, the
Distributor shall carefully pack and box, at its own expense, all Ford
Authorized Remanufactured Products and Products repurchased or purchased by the
Company under this paragraph and ship the same freight prepaid to the Company's
parts distribution center from which the Distributor normally purchased Genuine
Products, or to such destination as the Company may designate. The Company
shall reimburse the Distributor for freight charges for the distance beyond the
Distributor's normal parts distribution center. If the Distributor shall fail
or refuse to accomplish the return, the Company may do so and may deduct its
expense therefor from the price payable to the Distributor.
d. The prices for any such repurchased, reacquired or purchased Products
hereunder shall be (i) for Products repurchased pursuant to subparagraph 19.a.
hereof, the price established by the Company in effect on the effective date of
termination, less all allowances paid or applicable allowances offered thereon
by the Company, (ii) for Ford Authorized Remanufactured Products purchased from
Ford Authorized Remanufacturers, which are unused, undamaged, in first class
saleable condition and in the
Page 32 of 42 pages
<PAGE>
EXHIBIT 10(ii)
original unopened cartons, the Distributor's then-current prices for such parts
to Authorized dealers, and (iii) for all other products described in
subparagraph 19.b., the fair market value thereof if sold to an Authorized
Dealer, as established by agreement between the Company and the Distributor or,
if they cannot agree, as established by a mutually acceptable independent
appraiser.
e. Upon repurchase by the Company of Ford Authorized Remanufactured
Products or Products eligible for repurchase hereunder and payment therefor, the
Company shall be released from any and all liability to the Distributor with
respect to all relationships and actions between the Distributor and the
Company, however claimed to arise. Payment by the Company to the Distributor
for Ford Authorized Remanufactured Products or Products repurchased or purchased
hereunder shall be made upon receipt of evidence of good clear title, a general
warranty bill of sale, and upon compliance with any applicable bulk sales act
and with the Distributor's obligations under Paragraph 18 of this Agreement.
The Company may offset any obligations then owing by the Distributor to the
Company.
20. ASSIGNMENT. Neither this Agreement nor any right or interest hereunder may
be assigned by the Distributor without the prior written consent of the Company.
The Distributor agrees that the Company shall have the right to select its Ford
Authorized Remanufactured Distributors and may decline to appoint as a Ford
Authorized Remanufactured Product Distributor any purchaser or prospective
purchaser of any of the assets of the Distributor upon termination of this
Agreement or otherwise.
21. WAIVER. The waiver by either party, or the failure of either party to
claim a breach, of any provision of this Agreement shall not be or be held to be
a waiver of any subsequent breach, or as affecting in any way the effectiveness
of such provision.
22. TRANSACTIONS AFTER TERMINATION. In the event either party has any business
relation with the other after termination of this Agreement, any such relation
shall not be construed as a renewal of this Agreement or a waiver of such
termination, but all transactions shall be governed by terms identical with the
terms of this Agreement relating thereto unless the parties otherwise agree in
writing.
23. NOTICES. Any notice required or permitted by this Agreement, or given in
connection with this Agreement, shall be in writing and shall be given by
personal deliver or postpaid registered or certified U.S. mail. Notices to the
Company shall be delivered to or addressed to the Remanufactured Products
Department Manager of the Ford Customer Service Division. Notices to the
Distributor shall be directed to the Distributor at the Distributor's address as
indicated on the Agreement.
24. SUPERSEDURE. This Agreement cancels and supersedes all other agreements,
written or oral, between the parties and constitutes the entire agreement
between the parties with respect to the subject matter hereof.
25. NEW AGREEMENT. The termination of this Agreement by the Company in
connection with the offer by the Company of a new or amended form of Agreement
to the Distributor or to the Distributor's successor in interest shall not give
rise to the rights and obligations provided in Paragraphs 18 and 19, unless
otherwise specified by the Company in writing.
26. ACKNOWLEDGEMENTS. This Agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof. Each party acknowledges
that, except as expressly set forth
Page 33 of 42 pages
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EXHIBIT 10(ii)
herein, no representation, understanding or presumption of law or fact has been
made or relied upon (i) which has induced the execution of this Agreement or
would modify in any way any of its provisions, or (ii) with respect to the
effectiveness, duration, termination, or renewal of this Agreement or the sales
or profit expectancy of the Distributor. The Distributor further acknowledges
that he has voluntarily entered into this Agreement and that each of its
provisions is reasonable, fair and equitable.
27. MICHIGAN AGREEMENT - SEPARABILITY OR TERMINATION. This Agreement has been
signed by the Distributor and sent to the Company in Michigan for final approval
and execution and then delivery to the Distributor. The parties intend this
Agreement to be executed as a Michigan Agreement and to be construed in
accordance with the laws of the State of Michigan. If any provision of this
Agreement is invalid or unenforceable under the law of the place where it is to
be performed, the Company may elect either to terminate this Agreement in its
entirety, or to consider this Agreement divisible as to such provision and treat
such provision as inoperative, and to continue the remainder of this Agreement
in full force and effect as if such provision had not been included herein.
28. DISPUTE RESOLUTION. If a dispute arises between the parties relating to
this Agreement, the following procedure shall be implemented before either party
may pursue other available remedies, except that either party may seek
injunctive relief from a court where appropriate in order to maintain the status
quo while this procedure is being followed:
a. The parties shall hold a meting promptly, attended by persons with
decision-making authority regarding the dispute, to attempt in good faith to
negotiate a resolution of the dispute; provided, however, that no such meeting
shall be deemed to vitiate or reduce the obligations and liabilities of the
parties or be deemed a waiver by a party hereto of any remedies to which such
party would otherwise be entitled.
b. (1) If, within thirty (30) days after such meeting, the parties have
not succeeded in negotiating a resolution of the dispute, they
shall submit the dispute to mediation in accordance with the
then-current Model Procedure for Mediation of Business Disputes
of the Center for Public Resources and shall bear equally the
costs of the mediation.
(2) The parties will jointly appoint a mutually acceptable mediator,
seeking assistance in such regard from the Center for Public
Resources if they have been unable to agree upon such appointment
within twenty (20) days from the conclusion of the negotiation
period.
c. The parties shall participate in good faith in the mediation and
negotiations related thereto for a period of thirty (30) days. If the parties
are not successful in resolving the dispute through the mediation, then the
parties shall submit the matter to binding arbitration in accordance with the
Center for Public Resources Rules for Non-Administered Arbitration of Business
Disputes, by a sole arbitrator.
d. Mediation or arbitration shall take place in the City of Detroit
unless otherwise agreed by the parties. The substantive and procedural law of
the State of Michigan shall apply to the proceedings. Equitable remedies shall
be available in any arbitration. Punitive damages shall not be awarded. This
Paragraph 28 is subject to the Federal Arbitration Act, 9 U.S.C.A, 1 et seq. and
judgment upon the award rendered by the Arbitrator, if any, may be entered by
any court having jurisdiction thereof.
Page 34 of 42 pages
<PAGE>
EXHIBIT 10(ii)
[Ford Logo]
FORD AUTHORIZED REMANUFACTURED PRODUCT DISTRIBUTOR AGREEMENT
FORD CUSTOMER SERVICE DIVISION
FORD MOTOR COMPANY
This Addendum to Ford Authorized Remanufactured Product Distributor Agreement
(hereinafter called the "Distributor Agreement") between the undersigned Ford
Authorized Remanufactured Product Distributor and Ford Motor Company
(hereinafter called "Company"), dated April 1, 1995 , will serve to appoint the
undersigned Ford Authorized Remanufactured Product Distributor as a Ford
Authorized Remanufacturer (hereinafter called "Remanufacturer"). Further, this
Addendum sets forth the requirements and operating procedures for the
Remanufacturer.
WHEREAS, the Remanufacturer purchases new automotive components for use in its
remanufacturing operations; and
WHEREAS, the Remanufacturer purchases or reclaims used automotive assemblies for
use in its remanufacturing operations; and
WHEREAS, the Remanufacturer disassembles used automotive assemblies, machines
and processes the assembly cores, and produces Ford Authorized Remanufactured
Products in accordance with Company specifications by reassembling the
assemblies using remanufactured cores and new automotive components;
NOW, THEREFORE, the Company and Remanufacturer agree as follows:
1. DEFINITIONS. All terms defined in the Distributor Agreement shall
have the same meanings in this Addendum. In addition, for the purpose of this
Addendum only, the following terms are defined below:
A. "Component Product" shall mean any new automotive product approved in
writing by the Company from time to time, which is produced by the
Company or any authorized Company supplier, and is sold by the Company
to the Remanufacturer for use in the remanufacture of Ford Authorized
Remanufactured Products.
B. "Remanufacture Price" shall mean the price from time to time
established by the Company for each product sold by the Company to the
Remanufacturer.
C. "Company's Dealer Net Price" shall mean the price from time to time
established by the Company for each product sold by the Company to a
Dealer.
2. PURCHASE PRIVILEGE. The Company shall sell to the Remanufacturer, and
the Remanufacturer shall purchase from the Company, such Component Products as
may be required in producing the Ford Authorized Remanufactured Products
designated to the Remanufacturer.
Page 35 of 42 pages
<PAGE>
EXHIBIT 10(ii)
3. AUTHORIZED PRODUCTS. The Company shall notify the Remanufacturer in
writing from time to time of the Ford Authorized Remanufactured Products the
Remanufacturer is authorized to remanufacture. The Remanufacturer shall not
remanufacture and sell as a Ford Authorized Remanufactured Product any product
the Company has not authorized it to remanufacture.
4. REMANUFACTURING. The Remanufacturer shall remanufacture those
products designated to it in accordance with the terms of this Addendum and the
Ford Authorized Remanufactured Product Policy and Procedure Manual.
5. SALES. The Remanufacturer shall make all sales of Ford Authorized
Remanufactured Products pursuant to the terms of the Distributor Agreement.
6. PRICES AND CHARGES. The Remanufacturer shall pay the Company the
difference between the Remanufacturer Price and the Company's dealer net price
for any Component Product purchased from the Company and resold by the
Remanufacturer other than as a Ford Authorized Remanufactured Product or
integral part thereof.
7. INSPECTION AND RECORD RETENTION. The Remanufacturer shall allow
persons designated by the Company, at reasonable times and intervals and during
normal business hours, to examine the Remanufacturer's facilities, production
processes and inventories, test its equipment, check and instruct its personnel
in proper remanufacturing methods and handling of warranty claims, and examine,
audit, and copy any and all of its records, contracts, accounts, journals,
ledgers and other papers in its possession or control which in any way relate,
in whole or in part, to the Remanufacturer's Ford business hereunder. The
Remanufacturer shall keep for at least two years, and allow persons designated
by the Company to examine, audit and copy as above provided, all documents which
relate in any way, in whole or in part, to claims made upon or paid by the
Company or to any other aspect of the Remanufacturer's business hereunder.
8. PLANT OPERATION. The Remanufacturer shall organize and structure its
remanufacturing operations to have responsibility and accountability for such
functions as may be designated by the Company from time to time. The functions
shall include, but not be limited to production, quality, remanufacturing
engineering, purchasing, and maintenance.
9. QUALITY MANUAL. The Remanufacturer shall develop and maintain a
written Quality Manual in accordance with requirements specified by the Company
from time to time.
10. PLANS AND PROCEDURES. The Remanufacturer shall develop and implement
written quality remanufacturing plans and procedures in accordance with
requirements specified by the Company from time to time.
11. DOCUMENTATION REQUIREMENTS. The Remanufacturer shall develop and
maintain written documentation relating to its remanufacturing operation in the
form and manner specified by the Company from time to time.
Page 36 of 42 pages
<PAGE>
EXHIBIT 10(ii)
12. FACILITIES REQUIREMENTS. The Remanufacturer shall designate and
utilize dedicated areas for remanufacturing and quality functions in accordance
with requirements specified by the Company from time to time.
13. STATISTICAL TOOLS. The Remanufacturer shall use such statistical
tools and methods to ensure product quality and manufacturing efficiency as may
be designated by the Company from time to time.
14. CORPORATE QUALITY PUBLICATIONS/FORD AUTHORIZED REMANUFACTURED PRODUCTS
SPECIFICATIONS. The Remanufacturer shall comply with all provisions contained
in Corporate Quality Publications, and shall remanufacture all Ford Authorized
Remanufactured products designated to the Remanufacturer in conformance with the
Ford Authorized Remanufactured Product Specifications in its remanufacturing
operations. The provisions of the Corporate Quality Publications and the Ford
Authorized Remanufactured Product Specifications may be changed by the Company
at its discretion, upon written notice to the Remanufacturer.
15. TRADEMARKS AND TRADE NAMES, PATENTS AND PARTS MARKING. The
Remanufacturer shall affix the approved Ford Authorized Remanufacturer
trademark, Ford Authorized Remanufacturer number and date of remanufacture to
each Ford Authorized Remanufactured product and its packaging that is produced
by the Remanufacturer.
16. DECERTIFICATION. The Remanufacturer shall be required to achieve and
maintain "Q1 Certification" in remanufacturing operations, as specified in
Company publications from time to time. If the Remanufacturer is decertified by
the Quality Office, the Remanufacturer shall be limited to remanufacturing only
those Ford Authorized Remanufactured Products which it was remanufacturing prior
to the date of decertification. The Remanufacturer shall not remanufacture any
new product offerings from the date of decertification by the Quality Office.
For the purpose of this paragraph only, "new product offerings" shall mean any
product that has a new part number, has a part number that supersedes a prior
part number, or has a new part number prefix or suffix.
17. TERMINATION. In the event the Remanufacturer fails to comply with any
part of this Addendum, the Company may, at its option, terminate the Addendum
and/or the Ford Authorized Remanufactured Distributor Agreement in accordance
with the terms of Paragraph 17 of the Distributor Agreement.
18. ACQUISITIONS ON TERMINATION. Upon termination of this Addendum by
either party, the Company shall have the option to purchase from the
Remanufacturer any or all Component Products and Ford Authorized Remanufactured
Products regardless of condition, use, or date which are in the Remanufacturer's
inventory on the effective date of termination as the Company may select.
19. WARRANTY. The Company warrants to the Remanufacturer that each
Component Product shall be free from defects in workmanship and material under
normal use and service for the period of time from the date of delivery of each
Component Product to the original retail customer, or for the amount of use,
whichever expires first, as specified for each such Component Product in the
Company's Ford Authorized Remanufactured Product Distributor Policy and
Procedure Manual, in effect at the time such Component Product is sold to the
original retail customer. This warranty shall be fulfilled by the Company
replacing
Page 37 of 42 pages
<PAGE>
EXHIBIT 10(ii)
such item, or giving credit therefor, in accordance with the terms and
conditions of such Ford Authorized Remanufactured Product Distributor Policy and
Procedure Manual.
20. INCORPORATION. With the exception of Paragraphs 10 and 11, all terms
and provisions of the Distributor Agreement shall also apply to the
Remanufacturer's operations. In application of the terms of the Distributor
Agreement to the Remanufacturer's operations, the term "Products" as used in the
Distributor Agreement shall also include the term "Component Products".
IN WITNESS HEREOF, the parties have duly executed this Addendum this 13th day of
April, 1995, and the Company is authorized to deliver the Remanufacturer's copy
either in person or by mail to the Remanufacturer's principal place of business.
FORD MOTOR COMPANY ____________________________________
(Distributor's Trade Name)
/s/ Ronald E. Goldsberg By: /s/ Donald D. Heupel
Vice President - General Manager Title: President
Ford Customer Service Division
Countersigned by By: _____________________________
Title:_____________________________
/s/ Richard T. Detskas
R.T. Detskas By: ____________________________
Remanufactured Products Manager Title:____________________________
Page 38 of 42 pages
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the balance
sheet of Universal Mfg. Co. as of July 31, 1995 and the related statements of
income and retained earnings and of cash flows for the period ended July 31,
1995 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1995
<PERIOD-START> AUG-1-1994
<PERIOD-END> JUL-31-1995
<CASH> 210,467
<SECURITIES> 67,597
<RECEIVABLES> 1,419,177
<ALLOWANCES> 0
<INVENTORY> 2,523,983<F1><F2>
<CURRENT-ASSETS> 4,368,846
<PP&E> 2,860,206
<DEPRECIATION> (1,854,211)
<TOTAL-ASSETS> 5,453,419
<CURRENT-LIABILITIES> 1,546,250
<BONDS> 0
<COMMON> 816,000
0
0
<OTHER-SE> 3,091,169
<TOTAL-LIABILITY-AND-EQUITY> 5,453,419
<SALES> 14,762,085
<TOTAL-REVENUES> 14,806,076
<CGS> 11,600,552
<TOTAL-COSTS> 13,486,174
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,319,902
<INCOME-TAX> (501,086)<F3>
<INCOME-CONTINUING> 818,816
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 818,816
<EPS-PRIMARY> 1.00
<EPS-DILUTED> 1.00
<FN>
<F1>Note 2, 5-02(6) Small parts core inventories
<F2>Note 3, 5-02(6) The major classes of inventories
<F3>Note 6, 5-03(b)(11) Provision for income taxes
</FN>
</TABLE>
<PAGE>
EXHIBIT 99
INDEPENDENT AUDITORS' REPORT
The Stockholders and Board of Directors
Universal Mfg. Co.:
We have audited the financial statements of Universal Mfg. Co. as of July 31,
1995 and 1994, and for each of the three years in the period ended July 31,
1995, and have issued our report thereon dated August 22, 1995, which report
includes an explanatory paragraph as to changes in August, 1993 in the Company's
methods of accounting for income taxes and for product cores; such financial
statements and report are included in your 1995 Annual Report to Stockholders
and are incorporated herein by reference. Our audits also included the
financial statement schedules of Universal Mfg. Co., listed in Item 7. These
financial statement schedules are the responsibility of the Company's
management. Our responsibility is to express an opinion based on our audits.
In our opinion, such financial statement schedules, when considered in relation
to the basic financial statements taken as a whole, present fairly in all
material respects the information set forth therein.
/s/ Deloitte & Touche LLP
Omaha, Nebraska
August 22, 1995
Page 40 of 42 Pages
<PAGE>
EXHIBIT 99
Schedule I
UNIVERSAL MFG. CO.
SHORT-TERM INVESTMENTS
July 31, 1995
______________________________________________________________________________
MARKET BALANCE
PRINCIPAL COST VALUE JULY 31, 1995
EPA Deposit $67,597 $67,597 $67,597 $67,597
------- ------- ------- -------
------- ------- ------- -------
Page 41 of 42 pages
<PAGE>
EXHIBIT 99
Schedule VIII
UNIVERSAL MFG. CO.
VALUATION ACCOUNTS
Three Years Ended July 31, 1995
<TABLE>
<CAPTION>
_____________________________________________________________________________________________________
ADDITIONS -
BALANCE, CHARGED TO DEDUCTIONS - BALANCE,
BEGINNING COST AND ACCOUNTS END OF
DESCRIPTION OF YEAR EXCHANGES CHARGED OFF YEAR
<S> <C> <C> <C> <C>
July 31, 1995 -
Allowance for doubtful
accounts $ - $ 252 $ 252 $ -
------- ------- ------- -------
------- ------- ------- -------
July 31, 1994 -
Allowance for doubtful
accounts $ - $2,481 $2,481 $ -
------- ------- ------- -------
------- ------- ------- -------
July 31, 1993 -
Allowance for doubtful
accounts $ - $ - $ - $ -
------- ------- ------- -------
------- ------- ------- -------
</TABLE>
Page 42 of 42 pages
