<PAGE> This report contains pages
(including cover page)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For The Quarterly Period Ended September 30, 1995
---------------
Commission File Number 1-8036
------
THE WEST COMPANY, INCORPORATED
-----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1210010
------------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
101 Gordon Drive, PO Box 645,
Lionville, PA 19341-0645
------------------------------------- ----------------------
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code 610-594-2900
N/A
-----------------------------------------------------------------
Former name, former address and former fiscal year, if changed
since last report.
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding twelve
months, and (2) has been subject to such filing requirements for
the past 90 days. Yes X . No .
------ -------
October 31, 1995 -- 16,619,839
-----------------------------------------------------------------
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
<PAGE> Page 2
Index
Form 10-Q for the
Quarter Ended September 30, 1995
Page
Part I - Financial Information
Item 1. Financial Statements
Consolidated Statements of Income for the Three
and Nine Months ended September 30, 1995 and
September 30, 1994 3
Condensed Consolidated Balance Sheets as of
September 30, 1995 and December 31, 1994 5
Condensed Consolidated Statements of Cash Flows
for the Nine Months ended September 30, 1995
and September 30, 1994 6
Notes to Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 11
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K 16
SIGNATURES 17
Index to Exhibits F-1
Page 3
<PAGE>
Part I - Financial Information
Item 1. Financial Statements
The West Company, Incorporated and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
Three Months Ended Nine Months Ended
-------------------- ----------------------
Sept. 30, 1995 Sept.30, 1994 Sept.30, 1995 Sept. 30,1994
------------------ --------------- ------------- ------------
<S> <C> <C> <C><C> <C> <C><C> <C> <C><C> <C> <C>
Net sales $ 101,100 100 % $87,400 100 % $ 305,300 100 % $266,000 100%
Cost of goods sold 76,400 76 61,700 71 216,200 71 181,100 68
----------------------------------------------------------------------------------------------------
Gross profit 24,700 24 25,700 29 89,100 29 84,900 32
Selling, general and
administrative expenses 16,600 16 15,900 18 51,900 17 48,800 18
Other (income) expense, net - - (200) - (1,300) (1) 1,000 1
----------------------------------------------------------------------------------------------------
Operating profit 8,100 8 10,000 11 38,500 13 35,100 13
Interest expense, net 2,100 2 1,100 1 5,500 2 2,400 1
----------------------------------------------------------------------------------------------------
Income before income taxes
and minority interests 6,000 6 8,900 10 33,000 11 32,700 12
Provision for income taxes 2,500 3 3,200 4 12,300 4 12,100 4
Minority interests 200 - 300 - 700 - 1,400 1
----------------------------------------------------------------------------------------------------
Income from consolidated
operations 3,300 3 % 5,400 6 % 20,000 7 % 19,200 7%
Page 4
Equity in net income of
affiliated companies 600 200 800 900
----------------------------------------------------------------------------------------------------
Net income $ 3,900 $ 5,600 $ 20,800 $ 20,100
----------------------------------------------------------------------------------------------------
Net income per share $ .24 $ .35 $ 1.26 $ 1.26
----------------------------------------------------------------------------------------------------
Average shares outstanding 16,586 16,049 16,536 16,000
Certain items have been reclassed to conform with current classifications.
See accompanying notes to interim financial statements.
</TABLE>
<PAGE>
Page 5
<PAGE>
The West Company, Incorporated and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
(Unaudited)
ASSETS September 30, 1995 Dec. 31, 1994
-------------------- -------------
<S> <C> <C>
Current assets:
Cash, including equivalents $ 17,300 $ 27,200
Accounts receivable, net 65,800 57,800
Inventories 50,500 38,100
Other current assets 21,500 13,600
--------------------------------------------------------------------------------------
Total current assets 155,100 136,700
--------------------------------------------------------------------------------------
Property, plant and equipment, net 231,600 192,200
Investments in affiliated companies 21,000 21,900
Intangibles and other assets, net 70,000 46,600
--------------------------------------------------------------------------------------
Total Assets $477,700 $ 397,400
--------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 6,700 $ 19,200
Notes payable 7,500 2,700
Accounts payable 19,700 19,300
Other current liabilities 28,300 45,100
--------------------------------------------------------------------------------------
Total current liabilities 62,200 86,300
--------------------------------------------------------------------------------------
Long-term debt, excluding current portion 105,500 35,900
Deferred income taxes 33,600 24,400
Other long-term liabilities 23,600 21,600
Minority interests 2,800 1,900
Shareholders' equity 250,000 227,300
---------------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity $477,700 $397,400
---------------------------------------------------------------------------------------
See accompanying notes to interim financial statements.
Page 6
</TABLE>
<PAGE>
The West Company Incorporated and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
(Unaudited)
Nine Months Ended
September 30, 1995 September 30, 1994
---------------------- -------------------
<S> <C> <C>
Cash flows from operating activities:
Net income, plus net non-cash items $ 43,700 $ 38,800
Changes in assets and liabilities (10,700) (6,100)
------------------------------------------------------------------------------------------------
Net cash provided by operating activities 33,000 32,700
------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Property, plant and equipment acquired (24,900) (18,000)
Proceeds from sale of assets 400 900
Payments for acquisitions, net of cash acquired (62,300) (8,200)
Customer advances (7,000) -
------------------------------------------------------------------------------------------------
Net cash used in investing activities (93,800) (25,300)
------------------------------------------------------------------------------------------------
Cash flows from financing activities:
New long-term debt 69,400 -
Repayment of long-term debt (20,400) (1,300)
Notes payable, net 4,700 6,300
Dividend payments (5,900) (5,300)
Capital contribution by minority owner - 400
Sale of common stock, net 2,400 2,300
------------------------------------------------------------------------------------------------
Net cash provided by financing activities 50,200 2,400
------------------------------------------------------------------------------------------------
Effect of exchange rates on cash 700 400
------------------------------------------------------------------------------------------------
Net (decrease) increase in cash, including equivalents $(9,900) $10,200
-------------------------------------------------------------------------------------------------
See accompanying notes to interim financial statements.
Page 7
</TABLE>
Page 8
<PAGE>
The West Company, Incorporated and Subsidiaries
Notes to Consolidated Financial Statements
Interim results are based on the Company's accounts without
audit. The interim consolidated financial statements for the
quarter ended September 30, 1995 should be read in conjunction
with the consolidated financial statements and notes thereto of
The West Company, Incorporated appearing in the Company's 1994
Annual Report on Form 10-K.
1. Interim Period Accounting Policy
---------------------------------
In the opinion of management, the unaudited Condensed
Consolidated Balance Sheet as of September 30, 1995 and the
related unaudited Consolidated Statements of Income for the
three and nine months then ended and the unaudited Condensed
Consolidated Statement of Cash Flows for the nine month
period then ended and for the comparative periods in 1994
contain all adjustments, consisting only of normal recurring
accruals, necessary to present fairly the financial position
as of September 30, 1995 and the results of operations and
cash flows for the respective periods. The results of
operations for any interim period are not necessarily
indicative of results for the full year.
Operating Expenses
------------------
To better relate costs to benefits received or activity in an
interim period, certain operating expenses have been
annualized for interim reporting purposes. Such expenses
include depreciation due to use of the half-year convention,
certain employee benefit costs, annual quantity discounts,
and advertising.
Income Taxes
-------------
The tax rate used for interim periods is the estimated annual
effective consolidated tax rate, based on current estimates
of full year results, except that taxes applicable to
operating results in Brazil are recorded on a basis discrete
to the period, and prior year adjustments, if any, are
recorded as identified.
2. Inventories at September 30, 1995 and December 31, 1994 are
summarized as follows:
Audited
(in thousands) 1995 1994
-------- -------
Finished goods $ 21,200 $ 17,000
Work in process 10,300 5,300
Raw materials and supplies 19,000 15,800
-------- --------
Page 9
<PAGE>
The West Company, Incorporated and Subsidiaries
Notes to Consolidated Financial Statements
(Continued)
$ 50,500 $ 38,100
-------- --------
-------- --------
3. The carrying value of property, plant and equipment is
determined as follows:
Audited
(in thousands) 1995 1994
-------- --------
Property, plant and equipment $ 439,400 $ 366,800
Less accumulated depreciation 207,800 174,600
-------- --------
Property, plant and equipment, net $ 231,600 $ 192,200
-------- --------
-------- --------
4. Common stock issued at September 30, 1995 was 16,844,735
shares, of which 225,261 shares were held in treasury.
Dividends of $.12 per common share were paid in the third
quarter of 1995 and a dividend of $.13 per share payable to
holders of record on October 18, 1995 was declared on August
29, 1995.
5. The Company has accrued the estimated cost of environmental
compliance expenses related to soil or ground water
contamination at current and former manufacturing
facilities. The ultimate cost to be incurred by the Company
and the timing of such payments cannot be fully determined.
However, based on consultants' estimates of the costs of
remediation in accordance with applicable regulatory
requirements, the Company believes the accrued liability of
$1.1 million at September 30, 1995 is sufficient to cover
the future costs of these remedial actions, which will be
carried out over the next two to three years. The Company
has not anticipated any possible recovery from insurance or
other sources.
6. On April 27, 1995 the Company announced that it completed
its acquisition of Paco Pharmaceutical Services, Inc. and
subsidiaries ("Paco"), a public company traded over-the-
counter. The merger followed the completion of a cash
tender offer for Paco common stock at $12.25 per share.
Paco became a wholly-owned subsidiary of the Company, and
has been consolidated beginning on May 1, 1995.
The following table presents selected financial information
<PAGE>
The West Company, Incorporated and Subsidiaries
Notes to Consolidated Financial Statements
(Continued)
for the nine months ended September 30, 1995 on a pro forma
basis assuming the acquisition of 100% of Paco had occurred
on January 1, 1995 and $0.5 million of cost savings, (pro-
rated over the first four months) related to synergies of
the companies had been realized. (In thousands, except per
share data.)
Net sales $ 325,300
Income before taxes 31,900
Income from consolidated operations 19,200
Net income 20,000
Net income per share $ 1.21
Page 11
<PAGE>
Item 2.
Management's Discussion and Analysis of Financial Condition and
--------------------------------------------------------------
Results of Operations.
----------------------
Results of Operations for the Quarter and Nine Months Ended
---------------------------------------------------------
September 30, 1995 Versus the Comparable 1994 Periods
-----------------------------------------------------------------
Net Sales
---------
Net sales for the third quarter of 1995 were $101.1 million, or
15.9% higher than the same quarter in 1994. Net sales increases
primarily reflect the acquisition of Paco Pharmaceutical
Services, Inc. ("Paco"), strong demand in international health
care markets and favorable exchange rates with European
currencies. These increases were offset, in part, by lower sales
in U.S. markets in the third quarter. For the nine months, net
sales were $305.3 million, or 14.9% higher compared with the same
period in 1994. The increase reflects sales related to
acquisitions, i.e., Paco acquired in April 1995 and 51% of
Schubert Seals A/S acquired in May 1994. Also, sales increases
reflect strong demand for the Company's products in international
health care markets, strong U.S. demand for the Company's Spout-
Pak closure system for gable-carton juice containers, and
favorable European exchange rates. These increases were offset,
in part, by lower sales to U.S. health care markets and by lower
machinery sales.
Gross Profit
------------
Gross profit for the quarter was 4.0% lower compared with the third
quarter 1994. The gross margin for the quarter was 24.4%
compared with 29.5% in 1994. Excluding the consolidation of
Paco, the margin would have been 25.9%. Reduced gross margins
for the quarter reflect raw material cost increases, unfavorable
product mix, costs related to new products, which customers
delayed introduction, and costs associated with consolidating
global operations.
For the first nine months of 1995, the gross margin was 29.2%
compared with 32% for the prior year. The reduced gross margin
reflects changes in the product mix and higher raw material and
wage costs, costs related to delayed new products and costs
associated with consolidating global operations. The lower
margins at Paco account for about 1% of the margin shortfall
compared with 1994.
Page 12
Item 2.
Management's Discussion and Analysis of Financial Condition and
-------------------------------------------------------------
Results of Operations. (Continued)
----------------------------------
Selling, General and Administrative
-----------------------------------
Selling, general and administrative (SG&A) expenses increased by
$0.7 million for the third quarter 1995 compared with 1994 and by
$3.1 million for the nine month period 1995 compared with 1994.
However, SG&A expenses were lower as a percentage of sales than
in both comparable periods. Increased SG&A expenses reflect
expenses of acquired companies and a weak U.S. dollar. These
increases were offset in part by cost savings from staff
reductions, lower bonus accruals, and lower claim costs.
Other (Income) Expense,net
--------------------------
Miscellaneous income offset foreign exchange losses for the third
quarter 1995. In the third quarter 1994, investment income was
higher than foreign exchange losses. For the nine month period
1995, other income, net was $1.3 million compared with other
expense, net, of $1.0 million in the comparable 1994 period.
Lower foreign exchange losses in Brazil, a gain from the sale of
a small unprofitable business line, and higher investment income
were the primary reasons for the improvement.
Interest Expense, Minority Interest and Equity in Net Income of
--------------------------------------------------------------
Affiliated Companies
---------------------
Higher average debt levels related to acquired companies, the
financing of acquisitions in 1994 and 1995 and a weaker U.S.
dollar increased interest expense by $1.0 million for the third
quarter and by $3.1 million for the nine month period compared
with 1994.
Minority interests are lower, reflecting the buyout of the
remaining minority owners in the Company's largest subsidiaries in
Europe, which occurred in the fourth quarter of 1994.
Equity in net income of affiliated companies increased by $0.4
million for the third quarter 1995 compared with the same period
in 1994. Daikyo Seiko Ltd., a Japanese company, in which the
Company holds a 25% interest reported a strong third quarter in
1995 on higher sales and favorable exchange rates. For the nine
months, the devaluation of the Mexican peso continues to have a
negative effect on results, and the combined contribution from
affiliated companies declined by $0.1 million in 1995 compared
with 1994.
Page 13
Item 2.
Management's Discussion and Analysis of Financial Condition and
-------------------------------------------------------------
Results of Operations. (Continued)
----------------------------------
Taxes
-----
The tax rate for the third quarter was 40.7%. The higher rate
includes a year-to-date adjustment to reflect a retroactive tax
surcharge recently enacted by the French government and an
adjustment to the deferred tax balances of the French subsidiary
to reflect this rate increase. The current estimates of the full
year effective tax rate, inclusive of these adjustments, is
37.0%. The estimated effective annual tax rate at September 30,
1994 was also 37.0%. However, the effective annual tax rate at the
end of 1994 was 31.8%, reflecting the one-time impact of a net
refund of foreign taxes paid by subsidiaries in prior years,
triggered by the payment of dividends. No similar significant
one-time benefits are expected in 1995.
Net Income
----------
Net income for the third quarter 1995 was $3.9 million, or $.24
per share, compared with net income for the third quarter 1994 of
$5.6 million, or $.35 per share. Net income for the nine months
ended September 30, 1995 was $20.8 million, or $1.26 per share,
compared with net income at September 30, 1994 of $20.1 million,
or $1.26 per share. Average common shares outstanding were 16.5
million for the 1995 periods compared with 16.0 million in the
1994 periods.
Financial Position
------------------
Working capital at September 30, 1995 was $92.9 million compared
with $62.3 million at June 30, 1995 and $50.4 million at December
31, 1994. Working capital increased because of the consolidation
of Paco in May 1995 and the long-term financing of the final
payments for the Company's purchase of the remaining minority
interests in five subsidiaries in Europe and other debt.
In the third quarter 1995, the Company entered into a revolving
credit agreement providing for debt facilities totalling $85
million. There are two committed facilities under the agreement,
a 364 day facility, and a five year facility. The Company has
drawn down $30 million and $0 million, respectively, under each
facility. At September 30, 1995, the Company had available
unused credit under each facility of $0 and $55 million,
respectively. The Company intends to roll over the outstanding
debt to the five year facility in August, 1996. The facility was
used to finance payments previously covered with short-term
credit lines.
Page 15
Item 2.
Management's Discussion and Analysis of Financial Condition and
-------------------------------------------------------------
Results of Operations. (Continued)
----------------------------------
Based on the intent and the ability to finance long-term $30
million of debt has been classified as long-term at September 30,
1995.
Cash on hand and cash flows from operations were adequate to
cover capital expenditures, customer advances, and dividend
payments. Available cash and net new debt facilities were used
to fund payments for acquisitions. Total debt as a percentage of
total invested capital was 32.1% at September 30, 1995, compared
with 20.1% at December 31, 1994.
Page 16
<PAGE>
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) See Index to Exhibits on pages F-1 and F-2 of
this Report.
(b) No reports on Form 8-K have been filed during the
quarter ended September 30, 1995.
Page 17
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
THE WEST COMPANY, INCORPORATED
-----------------------------------
(Registrant)
November 14, 1995 /s/ R. J. Land
-------------------- -----------------------------------
Date (Signature)
R. J. Land
Senior Vice President,
Finance and Administration
(Chief Financial Officer)
November 14, 1995 /s/ A. M. Papso
-------------------- -----------------------------------
Date (Signature)
A. M. Papso
Vice President
and Corporate Controller
(Chief Accounting Officer)
<PAGE>
INDEX TO EXHIBITS
Exhibit Page
Number Number
------ --------
(3) (a) Restated Articles of Incorporation of the
Company, incorporated by reference to Exhibit
(4) to the Company's Registration Statement
on Form S-8 (Registration No. 33-37825).
(3) (b) Bylaws of the Company, as amended and
restated December 13, 1994, incorporated by
reference to Exhibit 3(b) to the Company's
Annual Report on Form 10-K for the year ended
12/31/94 (File No.1-8036).
(4) (a) Form of stock certificate for common stock
incorporated by reference to Exhibit (3) (b)
to the Company's Annual Report on Form 10-K
for the year ended December 31, 1989 (File
No. 1-8036).
(4) (b) Flip-In Rights Agreement between the Company
and American Stock Transfer & Trust Company,
as Rights Agent, dated as of January 16,
1990, incorporated by reference to Exhibit 1
to the Company's Form 8-A Registration
Statement (File No. 1-8036).
(4) (c) Flip-Over Rights Agreement between the
Company and American Stock Transfer & Trust
Company, as Rights Agent, dated as of January
16, 1990, incorporated by reference to
Exhibit 2 to the Company's Form 8-A
Registration Statement (File No. 1-8036).
The Company's Annual Report on Form 10-K for
the year ended December 31, 1992 (File No. 1-
8036).
(10) (a) Schedule of agreements with executive
officers.
(10) (b) Non-Qualified Stock Option Agreement dated
September 8, 1995 between the Company and
William G. Little
F-1
<PAGE>
Exhibit Page
Number Number
------- ------
(10) (c) Amendment No. 2 to the Company's Supplemental
Employees' Retirement Plan.
(11) Not applicable.
(15) Not applicable.
(18) None.
(22) None.
(23) Not applicable.
(24) None.
(27) Financial Data Schedules.
(99) None.
F-2
Exhibit 10 (a)
SCHEDULE OF AGREEMENTS WITH EXECUTIVE OFFICERS
----------------------------------------------
The Company has entered into agreements with the
following individuals. Such agreements are substantially
identical in all material respects to the Form of Agreement between
the Company and certain of its executive officers filed with Company
Annual Report on Form 10-K for the year end December 31, 1991
(File No. 1-8036).
George R. Bennyhoff
John R. Gailey III
Wendy Dixon
J. E. Dorsey
Stephen M. Heumann
Raymond J. Land
Anna Mae Papso
Victor E. Ziegler
Exhibit 10 (b)
THE WEST COMPANY, INCORPORATED
NON-QUALIFIED STOCK OPTION AGREEMENT
-----------------------------------------------------------------
On September 8, 1995, The West Company, Incorporated (the
"Company") and William G. Little ("Employee"), agree:
1. Definitions. As used herein:
-----------
(a) "Board" means the Board of Directors of the
-------
Company.
(b) "Code" means the Internal Revenue Code of 1986,
-----
as amended.
(c) "Committee" means the Compensation Committee of
-----------
the Board.
(d) "Date of Exercise" means the date on which the
------------------
notice required by Paragraph 5 hereof is hand-
delivered, placed in the United States mail, or
transmitted via facsimile.
(e) "Date of Grant" means September 8, 1995, the date
---------------
on which the Company awarded the Option.
(f) "Employer" means the Company or the Subsidiary
----------
for which Employee is performing services on the
Date of Exercise, or for which he was performing
services at the time of his death, disability or
other termination of employment.
(g) "Expiration Date" means the earliest of the
-----------------
following:
(i) If Employee shall cease to be employed by the
Employer for any reason other than disability (as
determined by the Committee) or death, the date
three months after the termination of employment,
or three years in the event of employment
termination due to retirement;
<PAGE>
(ii) If Employee shall cease to be employed by the
Employer because of disability (as determined by
the Committee) or death, the date twelve months
after the date Employee terminates employment
because of disability or death; or
(iii) The day before the tenth anniversary of the
Date of Grant.
(h) "Fair Market Value" means the Fair Market Value
-------------------
of a share of Company common stock as determined
pursuant to the Plan.
(i) "Option" means the option hereby granted.
--------
(j) "Option Price" means $30.125 per Share, as
--------------
calculated pursuant to the Plan.
(k) "Plan" means The West Company, Incorporated Long
------
-Term Incentive Plan, the terms of which are
incorporated herein by reference.
(l) "Shares" means the 120,000 Shares of the
--------
Company's common stock which are the subject of
the Option hereby granted.
(m) "Subsidiary" means any corporation that, at the
------------
time in question, is a subsidiary corporation of
the Company within the meaning of Section 425(f)
of the Code.
2. Grant of Option. The Company grants to Employee, as of
----------------
the Date of Grant, the Option to purchase any or all of
the Shares, on the terms and conditions set forth herein
and in the Plan. The Option hereby granted is a non-
qualified stock option.
3. Time of Exercise.
----------------
(a) The Option shall become exercisable in three
equal installments of 40,000 shares as follows:
Number
of Shares Date of Exercisability
--------- ----------------------
40,000 September 8, 1998
<PAGE>
40,000 September 8, 1999
40,000 September 8, 2000
Thereafter, the Option may be exercised in whole or in
part, and shall remain exercisable until the
Expiration Date, when the right to exercise shall
terminate absolutely.
(b) No portion of the Option which is unexercisable
at termination of employment shall thereafter
become exercisable.
4. Payment for Shares. Full payment for Shares purchased
--------------------
upon the exercise of the Option shall be made in cash,
common stock of the Company valued at its Fair Market
Value on the Date of Exercise, or in a combination thereof,
as the Committee may determine.
5. Manner of Exercise. The Option shall be exercised by
-------------------
giving written notice of exercise to the Committee, in
care of the Company's Secretary, at the Company's main
office in Lionville, Pennsylvania. Any such notice of
exercise shall be irrevocable once given.
6. Non-Transferability of Option. The Option may not be
-----------------------------
transferred or assigned by Employee or otherwise than by
will or the laws of descent and distribution or be
exercised other than by Employee or, in the case of his
death, by his personal representative, heir or legatee.
7. Securities Laws. The Committee may from time to time
----------------
impose any conditions on the exercise of the Option as
it deems necessary or advisable to ensure that all
rights granted under the Plan satisfy the requirements of
the Securities and Exchange Commission Rule 16b-3 or any
successor rule. Such condition may include, without
limitation, the partial or complete suspension of the
right to exercise the Option.
8. Issuance of Certificates. Subject to the provisions of
-------------------------
Paragraph 7 hereof, a certificate for the Shares issuable
on the exercise of the Option shall be delivered to
Employee or to his personal representative, heir or
legatee as promptly as possible after the Date of
<PAGE>
Exercise, provided that no certificates for Shares will be
delivered to Employee or to his personal representative,
heir or legatee until (a) appropriate arrangements have
been made with Employer for the withholding of any taxes
which may be due with respect to such Shares and (b) the
Option Price has been paid in full. The Company may
condition delivery of certificates for Shares upon the
prior receipt from Employee of any undertakings which it
may determine are required to assure that the certificates
are being issued in compliance with federal and state
securities laws.
9. Rights Prior to Exercise. Neither Employee nor his
------------------------
personal representative, heir or legatee shall have
any of the rights of a shareholder with respect to any
Shares until the date of the issuance to him of a
certificate for such Shares as provided in Paragraph 8
hereof.
10. Status of Option; Interpretation. The Option is
--------------------------------
intended to be a non-qualified stock option. The
Committee shall have sole power to resolve any dispute or
disagreement arising out of this Agreement. The
interpretation and construction of any provision of this
Option or the Plan made by the Committee shall be final
and conclusive and, insofar as possible, shall be
consistent with the requirements of a non-qualified stock
option.
11. Entire Agreement. This agreement is intended by the
---------------------
parties as a final expression of their agreement and
intended to be a complete and exclusive statement
of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein.
This agreement supersedes all prior agreements and
understandings between the parties with respect to such
subject matter.
IN WITNESS WHEREOF, the parties have executed this Agreement
in two counterparts as of the date stated above.
THE WEST COMPANY, INCORPORATED
By
-----------------------------------
Witness:
-----------------------------------------------------------------
William G. Little
Exhibit 10 (c)
AMENDMENT NO. 2
THE WEST COMPANY, INCORPORATED
SUPPLEMENTAL EMPLOYEES' RETIREMENT PLAN
The West Company, Incorporated hereby amends its
Supplemental Employees' Retirement Plan as set forth below:
1. SECTION 14 is hereby amended by adding the following
to the end thereof:
Notwithstanding the foregoing, the value
of lump sum distributions made on or
after July 1, 1995 shall be determined
using the annual rate of interest on 30-
year Treasury securities for the August
preceding the year of distribution and
the mortality table prescribed by the
Internal Revenue Service pursuant to
Section 417(e)(3)(A)(ii)(I) of the Code.
To record the adoption of this Amendment No. 2 to the
Plan, The West Company, Incorporated has caused its authorized
officers to affix its name and seal this 8th day of September,
1995.
(CORPORATE SEAL) THE WEST COMPANY, INCORPORATED
Attest:
---------------------------------
By:
----------------------------------
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 17,300
<SECURITIES> 0
<RECEIVABLES> 65,800
<ALLOWANCES> 0
<INVENTORY> 50,500
<CURRENT-ASSETS> 21,500
<PP&E> 439,400
<DEPRECIATION> 207,800
<TOTAL-ASSETS> 477,700
<CURRENT-LIABILITIES> 62,200
<BONDS> 119,700
<COMMON> 4,200
0
0
<OTHER-SE> 245,800
<TOTAL-LIABILITY-AND-EQUITY> 477,700
<SALES> 305,300
<TOTAL-REVENUES> 305,300
<CGS> 216,200
<TOTAL-COSTS> 216,200
<OTHER-EXPENSES> 51,900
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,500
<INCOME-PRETAX> 33,000
<INCOME-TAX> 12,300
<INCOME-CONTINUING> 20,800
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 20,800
<EPS-PRIMARY> 1.26
<EPS-DILUTED> .0
</TABLE>
