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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 10-K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended November 30, 1999
Commission file number 333-49957-01
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EAGLE-PICHER HOLDINGS, INC.
A Delaware Corporation
I.R.S. Employer Identification
NO. 31-3989553
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250 EAST FIFTH STREET, SUITE 500, P.O. BOX 779, CINCINNATI, OHIO 45201
Registrant's telephone number, including area code:
513-721-7010
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
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 Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein and will not 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-K or any amendment to this
Form 10-K. [X]
No voting stock is held by non-affiliates of the registrant.
Indicate by check mark whether Eagle-Picher Industries, Inc., an additional
registrant on this filing, has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by a court.
Yes [X] No [ ]
625,001 shares of Class A voting common capital stock, $.01 par value each, were
outstanding at February 24, 2000.
374,999 shares of Class B non-voting common capital stock, $.01 par value each,
were outstanding at February 24, 2000.
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TABLE OF ADDITIONAL REGISTRANTS
<TABLE>
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JURISDICTION OF IRS EMPLOYER
INCORPORATION OR COMMISSION IDENTIFICATION
NAME ORGANIZATION FILE NUMBER NUMBER
---- ---------------- ------------ ------------------
<S> <C> <C> <C>
Eagle-Picher Industries, Inc. Ohio 333-49957 31-0268670
Daisy Parts, Inc. Michigan 333-49957-02 38-1406772
Eagle-Picher Development Co., Inc. Delaware 333-49957-03 31-1215706
Eagle-Picher Far East, Inc. Delaware 333-49957-04 31-1235685
Eagle-Picher Fluid Systems, Inc. Michigan 333-49957-05 31-1452637
Eagle-Picher Minerals, Inc. Nevada 333-49957-06 31-1188662
Eagle-Picher Technologies, LLC Delaware 333-49957-09 31-1587660
Hillsdale Tool & Manufacturing Co. Michigan 333-49957-07 38-0946293
Michigan Automotive Research Corp. Michigan 333-49957-08 38-2185909
</TABLE>
TABLE OF CONTENTS
<TABLE>
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ITEM PAGE
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PART I
1. Business.................................................... 3
2. Properties.................................................. 8
3. Legal Proceedings........................................... 10
4. Submission of Matters to a Vote of Security Holders......... 14
PART II
5. Market for the Registrant's Common Equity and Related 15
Stockholder Matters.........................................
6. Selected Financial Data..................................... 15
7. Management's Discussion and Analysis of Financial Condition 17
and Results of Operations...................................
7a. Quantitative and Qualitative Disclosures About Market 27
Risk........................................................
8. Financial Statements and Supplementary Data................. 29
9. Changes In and Disagreements with Accountants on Accounting 66
and Financial Disclosure....................................
PART III
10. Directors and Executive Officers of the Registrant.......... 66
11. Executive Compensation...................................... 67
12. Security Ownership of Certain Beneficial Owners and 72
Management..................................................
13. Certain Relationships and Related Transactions.............. 73
PART IV
14. Exhibits, Financial Statement Schedules, and Reports on Form 74
8-K.........................................................
Signatures.................................................. 78
Exhibit Index............................................... 88
</TABLE>
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PART I
ITEM 1. BUSINESS.
General Development of Business
Eagle-Picher Holdings, Inc. (the "Company") was incorporated in 1997 by
Granaria Industries B.V. under the laws of the State of Delaware as a vehicle to
acquire Eagle-Picher Industries, Inc. (the "Subsidiary"), an Ohio corporation,
on February 24, 1998 from the Eagle-Picher Industries, Inc. Personal Injury
Settlement Trust (the "PI Trust") for $702.5 million (the "Acquisition").
On November 18, 1996, the U.S. Bankruptcy Court together with the U.S.
District Court for the Southern District of Ohio issued an order confirming the
Third Amended Plan of Reorganization ("Plan") of the Subsidiary and seven of its
domestic subsidiaries, which became effective November 29, 1996. The Subsidiary
had filed for protection under chapter 11 of the U.S. Bankruptcy Code in 1991 as
a consequence of a cash shortfall resulting from its inability to satisfy
certain immediate asbestos litigation liabilities. The order confirming the Plan
contains a permanent injunction which precludes holders of present and future
asbestos-related or lead-related personal injury claims from pursuing their
claims against the reorganized Subsidiary and the Subsidiary has no further
liability in connection with such claims. Those claims will be channeled to the
PI Trust, which is an independently administered qualified settlement trust
which was established to resolve and satisfy those claims. Under the terms of
the Plan, all of the then outstanding common stock of the Subsidiary was
canceled and all of the newly issued common stock of the reorganized Subsidiary
was contributed to the PI Trust, together with certain notes and cash.
The Company conducts its business through the Subsidiary, a diversified
manufacturing, mining and technology company. The Subsidiary conducts its
business through both unincorporated divisions and separately incorporated
subsidiaries, both of which are referred to herein as divisions. The Subsidiary
is the Company's only subsidiary, therefore, the Company's results of operations
and cash flow approximate those of the Subsidiary. References herein will be to
the Company, except for instances where it is more appropriate to specifically
refer to the Subsidiary.
As of March 1, 1999, the Company acquired the stock of Charterhouse
Automotive Group, Inc., a holding company whose only operating subsidiary was
Carpenter Enterprises, Ltd. ("Carpenter"), a supplier of precision-machined
components to the automotive industry for approximately $41.0 million in cash
and $31.0 million of existing indebtedness of Carpenter. Approximately $18.6
million of this debt was refinanced from the Company's revolving credit
facility. Immediately following the transaction Charterhouse was merged into
Carpenter.
On December 1, 1999, the Company acquired the assets of the isotopically
depleted zinc business of Isonics Corporation for $8.2 million, $6.7 million in
cash and contingent cash payments of $.5 million annually for three years.
Isotopically depleted zinc is used as a corrosion-inhibiting additive to water
in nuclear reactors.
On September 1, 1999, the Board of Directors approved a plan to explore the
sale of several smaller divisions in order to focus management, technical and
financial resources on core businesses. The sale of the Ross Aluminum Foundries
Division was completed January 28, 2000. The sale of the assets of Michigan
Automotive Research Corporation was completed February 25, 2000. The other
divestitures are expected to occur in 2000.
Financial Information About Industry Segments.
The Company's major industry segments are:
1. Automotive; and
2. Industrial Products.
Industry Segment Data is included in Item 8 below, the Company's Consolidated
Financial Statements for the years ended November 30, 1999 and 1997, the nine
months ended November 30, 1998 and the three months ended February 28, 1998.
(See Note Q to the Consolidated Financial Statements contained in Item 8.)
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Narrative Description of Business
THE AUTOMOTIVE GROUP
The Automotive Group is primarily engaged in the production and sale of
mechanical parts for passenger cars, trucks, vans and sport utility vehicles
primarily to the major automotive manufacturers and their suppliers in North
America, Europe and Asia. The Automotive Group is composed of the following
product groups: Precision Machined Components, Rubber Coated Metal Products and
Other Automotive Products and Services which consists of Fluid Systems Products,
Molded Rubber Products, Aluminum Casting Products and Automotive Services. The
following table sets forth the percentage of the Company's revenue contributed
by each product line:
<TABLE>
<CAPTION>
1999 1998 1997
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Precision Machined Components.............................. 38.4% 28.2% 22.7%
Rubber Coated Metal Products............................... 9.1 9.2 8.9
Other Automotive Products and Services..................... 13.1 13.2 11.2
Divested Automotive Products............................... -- 3.0 10.8
---- ---- ----
Total................................................. 60.6% 53.6% 53.6%
==== ==== ====
</TABLE>
Precision Machined Components. The Hillsdale Tool Division specializes in
the design, manufacture and distribution of precision-machined aluminum and
steel parts. Typical machined parts would include transmission pump assemblies,
vibration dampening devices and a variety of other precision machined castings
and forgings which are designed and engineered for engine, transmission and
driveline applications. These parts are also produced in Mexico and the United
Kingdom. The acquisition of Carpenter has expanded both the Company's product
lines and customer base for precision-machined components. The market for
precision machined components tends to have a few strong and well-positioned
competitors, including the original equipment manufacturers ("OEM's")
themselves. The Automotive Group competes in this market primarily on the basis
of price, delivery, quality and service.
Rubber Coated Metal Products. The Wolverine Gasket Division coats steel and
aluminum with elastomeric compounds and produces materials that are particularly
suitable for high compression and high temperature applications. These materials
are typically used in sealing and insulating products such as compressor gaskets
for air conditioning units, brake noise insulators and powertrain applications
such as head gaskets. Many of these parts are also manufactured in Germany. The
market for rubber coated metal products is highly fragmented. While the
Automotive Group competes against a variety of different companies in the
geographical areas it supplies, it has no primary competitor in this market.
Other Automotive Products and Services. The Fluid Systems Divisions,
located both in the United States and the United Kingdom, employ the elastomeric
extrusion process to produce multi-layered tubing and hose assemblies for fuel,
emission, brake, clutch and suspension systems. The Company is developing new
products to meet new environmental fuel, fluid and emission requirements.
Customers include some of the world's major OEM's and Tier I suppliers.
The Rubber Molding Division manufactures small precision injection molded
rubber parts used in sealing shock absorbing and noise reduction applications.
Similar parts are manufactured at a plant in Spain. Although the Company is one
of the top three suppliers for many of the seals it produces, the market for
these products is highly fragmented. In niche markets in which the Company
competes, it competes primarily on the basis of quality and cost. This division
also manufactures injection molded rubber parts used in sealing components for
fuel systems and rubber parts used in plumbing and packaging applications.
The Ross Aluminum Foundries Division produced aluminum turbocharger
components, primarily for diesel engines, and other engine and specialty
automotive components. The Company believes it is a relatively small participant
in the market for automotive castings in aluminum. This division also produced
complex castings for other industrial markets. Ross Aluminum was sold effective
January 1, 2000 for approximately $24.6 million.
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Michigan Automotive Research Corporation ("MARCO") offered vehicle and
vehicle system manufacturers a comprehensive range of testing programs for
engines, powertrains and powertrain components. Its customers included the
OEM's, their suppliers and manufacturers of other types of vehicles. The assets
of MARCO were sold on February 25, 2000 for approximately $10.0 million.
The Automotive Group distributes its products primarily through internal
sales personnel. The Group also has sales and engineering offices in Japan and
Europe to serve those markets. Generally, competitive conditions for this Group
are characterized by a decreasing amount of competitors, an increasing amount of
foreign competition, an increased emphasis on quality and intense pricing
pressures from major customers.
Consolidated sales to the Ford Motor Company amounted to $137.8 million in
1999, $160.8 million in 1998 and $170.5 million in 1997. No other customer of
the Automotive Group or the Industrial Products Group accounted for 10% or more
of consolidated net sales.
THE INDUSTRIAL PRODUCTS GROUP
The Industrial Products Group manufactures products for various global
industrial markets. Certain of its products are used in defense applications as
well. Its products can be segregated into the following product lines: Special
Purpose Batteries, Specialty Materials, Construction and Material Handling
Equipment, and Diatomaceous Earth Products. The following table sets forth the
percentage of the Company's total net sales contributed by each product line:
<TABLE>
<CAPTION>
1999 1998 1997
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<S> <C> <C> <C>
Special Purpose Batteries.................................. 12.3% 15.0% 14.4%
Specialty Materials........................................ 9.3 9.5 11.3
Construction and Material Handling Equipment............... 9.9 12.8 10.7
Diatomaceous Earth Products................................ 6.7 7.7 7.0
Other Industrial Products.................................. 1.2 1.4 1.6
Divested Industrial Products............................... -- -- 1.4
---- ---- ----
39.4% 46.4% 46.4%
==== ==== ====
</TABLE>
Special Purpose Batteries. The Industrial Products Group designs,
manufactures and tests special purpose batteries for telecommunications,
aerospace and defense applications, such as satellites, launch vehicles and
missiles. Major customers for these batteries include satellite builders,
aircraft manufacturers and the U.S. Government. The Company bids competitively
for numerous fixed price government contracts for special purpose batteries and
competes primarily on the basis of quality, performance and cost. It has a few
competitors for some highly technological products, but many large and small
competitors for its other products such as lead-acid batteries, which are used
in toys and emergency lighting systems.
Specialty Materials. The Company manufactures and tests high-purity
specialty material compounds for a wide range of services and products. The
Company is a major source for high purity isotopically enriched boron compounds
used in nuclear applications. The boron isotope that is produced by the Company
is a material that absorbs neutrons and is used as a moderator in nuclear
reactors. Following its acquisition of the isotopically, depleted zinc business
of Isonics Corporation, the Company also distributes isotopically purified zinc
for nuclear reactors. There are few competitors in this market, but there is
competition from products made from alternate materials. These operations also
refine rare metals, such as high purity germanium compounds. Germanium is used
in satellite applications such as substrates for solar cells which are used to
power satellites. The major customers for germanium products include satellite
builders and other aerospace companies. The Industrial Products Group also
manufactures bulk pharmaceutical products and industrial chemicals, and produces
a wide range of super-clean containers, which meet strict EPA protocols, for
environmental sampling.
Construction and Material Handling Equipment. The Construction Equipment
Division manufactures primarily three construction equipment products: wheel
tractor scrapers, heavy-duty industrial forklift trucks and component parts for
construction machinery. The Company is the exclusive source of certain models of
wheel tractor scrapers to Caterpillar, Inc. The Company sells its own branded
line of heavy-duty industrial forklift
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trucks, which are primarily sold to independent rental fleets and also to paper
and automotive manufacturers. The industrial forklift market is highly
fragmented, however, the Company participates in niche markets, such as the
rough terrain market.
Diatomaceous Earth Products. The Minerals Division mines and refines
diatomaceous earth products and perlite filter aid products, which are used in
high purity filtration applications, primarily by the food and beverage
industry, and as industrial absorbents. The Minerals Division is second to
Allegheny Corporation in the sale of certain filter aid products that are sold
both directly and through distributors to many large and small customers. In the
North American market for industrial absorbents, the Company has a variety of
competitors due to a number of other materials, such as clay, which are also
used for this purpose.
Other Industrial Products. The Cincinnati Industrial Machinery Division
produces high-volume metal cleaning and finishing systems for industrial
applications, including specialized high-volume can washing and coating
machinery for the manufacture of two-piece cans for the food and beverage
industry.
DIVESTED DIVISIONS
During the fiscal year ended November 30, 1997, the Company sold a number
of divisions to fund repayment of notes issued during the reorganization
process. These divisions were the Plastics Division, the Fabricon Products
Division and the Transicoil Division. In June 1997, the assets of the former
Suspension Systems Division were contributed to a joint venture ("E-P-Boge")
with Fichtel & Sachs Industries, Inc. ("F & S"). F & S then exercised its option
to purchase the Company's interest in E-P-Boge in November 1998. The Company
sold its Trim Division as of October 31, 1998. The Company did not sell any
divisions in its 1999 fiscal year. All of the divisions sold in the Company's
1997 and 1998 fiscal years are referred to collectively as the "Divested
Divisions".
OTHER INFORMATION
Raw Materials. The prices of raw materials are subject to volatility. The
Company's principal raw materials are rubber, steel, zinc, nickel, germanium,
boron and aluminum. These raw materials are commodities that are widely
available. Although the Company has alternate sources for most of its raw
materials, the Company's policy is to establish arrangements with select
vendors, based upon price, quality and delivery terms. By limiting the number of
its suppliers, the Company believes that it obtains materials of consistently
high quality at favorable prices. In 1999, the Company initiated a program to
leverage its corporate purchasing power. This program covers direct materials
and operations and business support items.
Intellectual Property. The Company holds more than 50 patents, primarily in
the United States. Many of the Company's products incorporate a wide variety of
technological innovations, some of which are protected by individual patents.
Many of these innovations are treated as trade secrets with programs in place to
protect these trade secrets. Accordingly, no one patent or group of related
patents is material to the Company's business. The Company also has numerous
trademarks, including the Eagle-Picher name, and considers the Eagle-Picher name
to be material to its business.
Backlog. At November 30, 1999 and 1998, the Company's order backlog was
approximately $184.6 million and $200.0 million, respectively. The decline in
backlog is due primarily to softness in the satellite market after the
completion of a major satellite project in 1998. The Company expects the order
backlog outstanding at November 30, 1999 to be filled within the 2000 fiscal
year. As is customary in the automotive industry, the Company enters into
blanket purchase orders with its customers with respect to specific product
orders. From time to time, the customer, depending on its needs, will provide
the Company with releases on a blanket purchase order for a specified amount of
products. As a result, the backlog for the Automotive Group is not significant.
Government Contracts. The Company's Industrial Products Group has contracts
with the U.S. Government that have standard termination provisions. The U.S.
Government retains the right to terminate the contracts at its convenience.
However, if contracts are terminated, the Company is entitled to be reimbursed
for allowable costs and profits to the date of the termination relating to
authorized work performed to such date. U.S. Government
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contracts are also subject to reduction or modification in the event of changes
in Government requirements or budgetary constraints.
Research and Development. The Company spent approximately $13.3 million on
research and development activities, primarily for the development of new
products or the improvement of existing products in 1999. Comparable costs were
$14.1 million in 1998 and $14.8 million in 1997.
Environmental Regulatory Compliance. The Company had capital expenditures
of $.3 million and operating expenses (excluding depreciation) of approximately
$9.6 million in the year ended November 30, 1999 for environmental matters. The
Company estimates that its capital expenditures and operating expenses,
including expenses for remedial activities, will be approximately $.7 million
and $13.8 million, respectively, in 2000. As of November 30, 1999, the Company
has reserved $8.8 million in connection with environmental matters, and believes
such reserves to be adequate under the circumstances. See Item 3.(c) for
information with respect to various other environmental proceedings.
Employees. As of November 30, 1999, the Company employed approximately
6,925 persons in its operations, of whom approximately 1,725 were salaried
employees and 5,200 were hourly employees. Approximately 19% of the Company's
hourly employees are represented by one of six labor organizations. The Company
believes that its relations with its employees are generally good.
Financial Information about Foreign and Domestic Operations and Export
Sales
Financial information about Foreign and Domestic Operations and Export
Sales is included in Item 8 below, the Company's Consolidated Financial
Statements for the years ended November 30, 1999 and 1997, the nine months ended
November 30, 1998 and the three months ended February 28, 1998. (See Note Q.)
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ITEM 2. PROPERTIES.
The principal fixed assets of the Company consist of its manufacturing,
processing and storage facilities and its transportation and plant vehicles.
Substantially all of the Company's owned properties and assets are pledged as
collateral under its syndicated senior loan facility. The following sets forth
selected information regarding the Company's active manufacturing and processing
facilities:
<TABLE>
<CAPTION>
DESCRIPTION OF
BUSINESS GROUP LOCATION PROPERTY INTEREST
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<S> <C> <C>
AUTOMOTIVE
Domestic Ann Arbor, Michigan owned(2)
Blacksburg, Virginia (2 plant locations) owned
Brighton, Michigan leased
Hillsdale, Michigan (4 plant locations) owned
Hamilton, Indiana owned
Inkster, Michigan owned
Jonesville, Michigan owned
Leesburg, Florida owned
Manchester, Tennessee leased(1)
Mount Pleasant, Michigan owned
Norwich, Connecticut owned
Pine Bluff, Arkansas leased
Sidney, Ohio (2 plant locations) owned(2)
Stratford, Connecticut owned
Traverse City, Michigan leased(1)
Vassar, Michigan leased
International Market Harborough, England owned
Ohringen, Germany owned
San Luis Potosi, Mexico owned
Soria, Spain owned
Tamworth, England owned
INDUSTRIAL PRODUCTS(3)
Domestic Clark Station, Nevada owned
Colorado Springs, Colorado (2 plant locations) owned & leased
Galena, Kansas owned
Grove, Oklahoma owned
Harrisonville, Missouri owned
Joplin, Missouri (7 plant locations) owned & leased
Lenexa, Kansas owned
Lovelock, Nevada owned
Lubbock, Texas owned
Miami, Oklahoma (3 plant locations) owned & leased
Quawpaw, Oklahoma (2 plant locations) owned
Seneca, Missouri owned
Sharonville, Ohio owned
Stella, Missouri owned
Vale, Oregon leased(1)
International Acuna, Coahuila, Mexico owned
</TABLE>
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(1) The Company will become owner of each property upon payment in full of all
existing industrial revenue bond obligations in connection with such
property.
(2) The Company sold the property in the divestiture of either its Ross Aluminum
Foundries Division in January 2000 or its Michigan Automotive Research
Corporation Division in February 2000.
(3) In addition to the facilities listed, the Company's Minerals Group has
mining locations and numerous claims in Nevada, Oregon and California.
The Company owns or leases additional office space, including its corporate
headquarters in Cincinnati, Ohio and sales offices in Europe and Asia, and
warehouse space for certain of its operations. The Company's
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properties are adequate and suitable for its business and generally have
capacity for expansion of existing buildings on owned real estate. Plants range
in size from 420,000 square feet of floor space to under 50,000 square feet and
generally are located away from large urban centers. Substantially all of its
buildings have been well maintained and are in sound operating condition and
regular use.
Mining. The Industrial Group's Minerals division owns and leases
diatomaceous earth and perlite mining locations as well as numerous claims in
Nevada, Oregon and California (collectively, "mining properties"). The Company's
owned and leased mining properties, including those not currently being mined,
comprise a total of approximately 7,000 acres in Storey, Lyon, Pershing and
Churchill Counties in Nevada and 3,600 acres in Malhuer and Harney Counties in
Oregon, as well as rights on 1,040 acres not currently being mined in Siskiyou
County in California. The Company continually evaluates potential mining
properties, and additional mining properties may be acquired in the future. The
Minerals division extracts diatomaceous earth and perlite through open-pit
mining using bulldozers and wheel type tractor scrapers. The extracted materials
are carried by truck to separate processing facilities. A total of approximately
494,000 tons of diatomaceous earth and perlite were extracted from the Company's
mining properties in Nevada and Oregon in Fiscal 1999. On average, the Company
has extracted a total of approximately 433,000 tons of diatomaceous earth and
perlite from its Nevada and Oregon properties each year for the past four years.
As ore deposits are depleted, the Company reclaims the land in accordance with
plans approved by the relevant federal, state and local regulators. The
following mining properties are of major significance to the Company's mining
operations:
Nevada. The Company's diatomaceous earth mining operations in Nevada
commenced 55 years ago in Storey County. The Company commenced
perlite-mining operations in Churchill County in 1993. The Company
extracted a total of approximately 279,000 tons of diatomaceous earth and
perlite from its Nevada mining properties in Fiscal 1999 and, on average,
extracted a total of approximately 290,000 tons of diatomaceous earth and
perlite from its Nevada mining properties each year for the past four
years, or approximately 67% of the Company's total diatomaceous earth and
perlite production (and including 100% of its perlite production).
Approximately 265 acres in Storey County, where active mining activities
commenced 55 years ago, and approximately 62 acres in the Counties of Lyon
and Churchill are actively being mined by the Company for diatomaceous
earth. Diatomaceous earth from Storey, Churchill and Lyon mining properties
is processed at the Clark Station, Nevada facility. The Company believes
its diatomaceous earth reserves in the Counties of Storey, Churchill and
Lyon, including mining properties not actively being mined, are in excess
of 40 years at current levels of extraction based upon estimates prepared
by its mining and exploration personnel. Diatomaceous earth extractions
from the Pershing mining properties, which commenced more than 40 years
ago, are processed at the Lovelock, Nevada facility. Approximately 975
acres are actively being mined for diatomaceous earth in Pershing. The
Company believes its diatomaceous earth reserves in Pershing, including
mining properties not actively being mined, to be in excess of 15 years at
the current level of extraction based on estimates prepared by its mining
and exploration personnel. Beginning in 1993, the Company has actively
mined approximately 25 acres in Churchill County for perlite, which is
processed at the Lovelock, Nevada facility. The Company believes its
perlite reserves in Churchill County, including mining properties not
actively mined, are in excess of 50 years at the current level of
extraction based upon estimates prepared by its mining and exploration
personnel.
Oregon. The Company commenced mining diatomaceous earth in Oregon
approximately 14 years ago at its mining properties in Harney and Malhuer
Counties. Approximately 88 acres in Harney County and 80 acres in Malhuer
County are actively being mined. Diatomaceous earth extracted from these
mines is processed at the Company's Vale, Oregon facility. The Company
extracted approximately 215,000 tons of diatomaceous earth from the Harney
County and Malhuer County mining properties during Fiscal 1999 and, on
average, has extracted approximately 143,000 tons of diatomaceous earth
each year for the past four years from these mining properties, or
approximately 33% of the Company's total diatomaceous earth and perlite
production. The Company believes its diatomaceous earth reserves in Harney
County and Malhuer
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County, including mining properties not actively being mined, are in excess
of 75 years at the current level of extraction based on estimates prepared
by its mining and exploration personnel.
ITEM 3. LEGAL PROCEEDINGS.
(A) Chapter 11 Proceedings.
On January 7, 1991 ("Petition Date"), the Subsidiary and seven of its
domestic subsidiaries each filed a voluntary petition for relief under chapter
11 of the United States Bankruptcy Code in the United States Bankruptcy Court
for the Southern District of Ohio, Western Division, in Cincinnati, Ohio
("Bankruptcy Court"). All of the chapter 11 cases were consolidated for
procedural purposes only under the caption: "In re Eagle-Picher Industries,
Inc., et al.," Consolidated Case No. 1-91-00100, before the Honorable Burton
Perlman, United States Bankruptcy Judge.
In August 1996, the Subsidiary, together with the Injury Claimants'
Committee and the Representative for Future Claimants who was appointed by the
Bankruptcy Court, proposed a plan of reorganization to the Bankruptcy Court (the
"Plan"). The Bankruptcy Court and the United States District Court for the
Southern District of Ohio (the "Ohio District Court") jointly issued the Order
confirming the Plan on November 18, 1996 (the "Confirmation Date"), and the Plan
was consummated on November 29, 1996 (the "Consummation Date"). The major
component of the Plan was a settlement of the Subsidiary's liability for present
and future asbestos-related personal injury claims arising out of business
operations prior to the petition date under which it was agreed that these
claims had a total value of $2 billion. Pursuant to the Plan, (i) the
Eagle-Picher Personal Injury Settlement Trust (the "PI Trust") was established
and the Subsidiary contributed assets to the PI Trust valued at approximately
$730 million in the aggregate (representing the approximately 37% distribution
upon the $2 billion allowed claim of the asbestos claimants, as unsecured
creditors), consisting of $51.3 million in cash, $250 million in the 10%
Debentures, $69.1 million in Tax Refund Notes, $18.1 million in Divestiture
Notes and 10,000,000 shares of Common Stock (representing all outstanding shares
of Common Stock), and (ii) the PD Trust was established in 1999 and was funded
by the Subsidiary with $3 million in cash plus interest that had accrued since
the Subsidiary had funded this obligation and set aside the $3 million pending
establishment of the PD Trust. Pursuant to the Plan, the asbestos-related claims
are discharged and the Subsidiary has no further liability in connection with
such claims.
Pursuant to the Plan, the Subsidiary is discharged of the burden of
defending more than 150,000 asbestos-related, as well as any lead-related,
claims that had been, as well as any such claims that may in the future be,
filed against the Subsidiary. This relief has been accomplished through the
establishment of the independent trusts under the Plan to assume, administer,
settle and pay such claims. In addition, the Order includes an injunction (the
"Injunction"), which prohibits claimants with asbestos-related or lead-related
claims from bringing actions against the Subsidiary, and instead requires these
claimants to assert such claims only against the PI Trust or, as to
asbestos-related property damage claims, against the PD Trust, each of which was
funded by the Subsidiary pursuant to the Plan. Under the Plan the PI Trust
assumed all liability and responsibility for asbestos-related and lead-related
personal injury claims against the Subsidiary, and the PD Trust will assume all
liability and responsibility for asbestos-related property damage claims. The
Subsidiary believes that the Plan, the Injunction and the Bankruptcy Code
together will enjoin any claims against the Subsidiary with respect to any past,
present, or future asbestos-related or lead-related liabilities arising from or
based upon business operations prior to the Petition Date.
Following confirmation of the Plan, notices of appeal of the Order were
filed by one general unsecured creditor (the "Creditor Appellant") and the
Unofficial Committee of Co-Defendants (the "Co-Defendants"), a group of former
manufacturers and distributors of asbestos-containing products that have been
named as co-defendants with one or more members of the Subsidiary in asbestos
personal injury lawsuits and have asserted claims against the Subsidiary for
contribution, indemnity and subrogation. The allowance of contribution claims
against the Subsidiary is subject to Section 502(e) of the Bankruptcy Code which
states that a claim for contribution asserted by an entity that is liable with a
chapter 11 debtor shall be disallowed to the extent such contribution claim is
contingent as of the time of allowance or disallowance of such claim. Neither
the Creditor Appellant nor the Co-Defendants requested that the Order be stayed
pending appeal. The Creditor Appellant withdrew its notice of appeal by a
stipulation dated January 24, 1997.
10
<PAGE> 11
The Co-Defendants appealed the Order directly to the United States Circuit
Court of Appeals for the Sixth Circuit (the "Sixth Circuit") (the "Confirmation
Order Appeal"), raising a variety of objections to the Plan and to the Trust's
procedures for processing, allowing and paying the Co-Defendants' claims. The
Co-Defendants also asserted, among other things, that Section 524(g) of the
Bankruptcy Code, which authorizes courts to issue injunctions to channel
asbestos claims away from a reorganized Subsidiary to a personal injury trust
established by such Subsidiary is unconstitutional. The Sixth Circuit in a
decision and order issued December 21, 1998, affirmed the Confirmation Order and
dismissed the subject appeal as moot. As a result, the Confirmation Order became
final and nonappealable as of March 23, 1999.
The Bankruptcy Court and the Ohio District Court entered the Injunction
pursuant to Section 524(g) of the Bankruptcy Code. Section 524(g) of the
Bankruptcy Code was enacted by Congress in 1994 to provide a statutory
safe-harbor for asbestos manufacturing companies faced with numerous
asbestos-related personal injury claims. Section 524(g) grants bankruptcy courts
express statutory authority to issue injunctions that prohibit present and
future asbestos claimants from suing a reorganized debtor; provided that a trust
is established and funded to pay asbestos-related claims through procedures that
reasonably assure that claimants with similar injuries will receive similar
payments and other specific statutory requirements are satisfied.
Under Section 524(g), if the injunction is issued or affirmed by a district
court with jurisdiction over the reorganization, the injunction will be
permanent and not subject to modification by any court once the injunction
becomes final and nonappealable. In confirming the Plan and issuing the
Injunction, the Bankruptcy Court and the Ohio District Court determined that the
PI Trust and the PD Trust each satisfied the requirements of Section 524(g) and
that they had jurisdiction to issue the Injunction under both Section 524(g) of
the Bankruptcy Code and their more general powers under the Bankruptcy Code to
issue orders that are necessary or appropriate in bankruptcy cases.
While Section 524(g) specifically addresses trusts created to resolve
asbestos-related litigation and injunctions issued in connection therewith, it
does not specifically address whether an injunction directing claims to a trust
that will pay both asbestos-related and non-asbestos-related claims, as in this
case, is protected under Section 524(g). While there is a risk that the
Injunction would not apply to future lead-related claimants because lead-related
claims are not addressed in Section 524(g), the Subsidiary believes that the
Injunction would be upheld and enforced against lead-related claimants if
challenged. That belief is based on the fact that the Bankruptcy Court and Ohio
District Court, in confirming the Plan and entering the Injunction, specifically
ruled that Section 524(g) does not prohibit channeling of non-asbestos related
claims along with asbestos-related claims. In the event that Section 524(g) does
not operate to protect the Injunction's channeling of lead-related claims, such
channeling could be upheld as a necessary or appropriate order under Section
105(a) of the Bankruptcy Code. Although the filing of future lead-related
lawsuits cannot be predicted, the Subsidiary believes that this risk is limited
because to date, only approximately 125 lead-related claims have been asserted
against the Subsidiary (as compared to the tens of thousands of asbestos-related
claims asserted against the Subsidiary).
On and shortly after the Consummation Date, the Subsidiary made
distributions (the "Initial Distribution") under the Plan totaling approximately
$800 million in cash, common stock and debt securities (including the
approximately $730 million contributed to the PI Trust, $3.0 million set aside
for the PD Trust and the remainder in connection with various other allowed
claims including the environmental claims described below). Final distributions
under the Plan will not be made until all remaining unresolved claims (other
than asbestos-related and lead-related claims) are resolved (the "Final
Distribution"). One environmental claim asserted during the chapter 11
proceeding is the only claim that remains unresolved. As of November 30, 1999,
the Subsidiary has a reserve on its balance sheet in the amount of approximately
$11.3 million for the Final Distribution (the "Final Distribution Reserve").
Although there can be no assurance as to the amount required to resolve the
remaining claims, the Subsidiary expects those claims, together with any other
claims not paid in the Initial Distribution, to be resolved, exclusive of
administrative expenses, for an amount not in excess of the Final Distribution
Reserve.
Although a bankruptcy plan of reorganization generally serves to resolve
all claims that arose prior to the chapter 11 proceedings, courts in a number of
cases have limited the types of environmental obligations that can be discharged
by bankruptcy (concluding, for example, that an order to conduct an
environmental clean-up of a site may not be a "claim" or that an environmental
claim did not "arise" before the bankruptcy). The Subsidiary
11
<PAGE> 12
has entered into the Environmental Settlement, discussed below, which is
intended to relieve the Subsidiary of the burden of defending against certain
claims asserted under Environmental Laws relating to conditions occurring prior
to the date of the bankruptcy petition and governs certain environmentally
related claims that have been or may yet be asserted against the Subsidiary
after the Consummation Date relating to conditions occurring prior to the date
of the bankruptcy petition. See "-- Environmental Matters." Nevertheless, due to
the limitations on the types of environmental obligations that can be discharged
by bankruptcy, the Subsidiary may have obligations relating to historical
noncompliance with environmental laws with respect to sites owned by the
Subsidiary as of the Confirmation Date that were not asserted in the chapter 11
proceedings. See "-- Environmental Matters."
(b) Other.
On January 25, 1996, Richard Darrell Peoples, a former employee of the
Subsidiary, filed a Qui Tam suit under seal in the United States District Court
for the Western District of Missouri (the "Missouri Court"). A Qui Tam suit is a
lawsuit brought by a private individual pursuant to federal statute, allegedly
on behalf of the U.S. Government. The U.S. Government has declined the
opportunity to intervene or take control of this Qui Tam suit. The Subsidiary
became aware of the suit on October 20, 1997, when it was served on the
Subsidiary, after it had been unsealed. The suit involves allegations of
irregularities in testing procedures in connection with certain U.S. Government
contracts. The allegations are similar to allegations made by the former
employee, and investigated by outside counsel for the Subsidiary, prior to the
filing of the Qui Tam suit. Outside counsel's investigation found no evidence to
support any of the employee's allegations, except for some inconsequential
expense account matters. The Subsidiary, which believes that the U.S. Government
did not incur any expense as a result of those matters, reported to the U.S.
Government the employee's allegations and the results of outside counsel's
investigation. The employee also initiated a different action against the
Subsidiary in 1996 for wrongful termination, in which he alleged many of the
same acts complained of in the Qui Tam suit. That action was dismissed with
prejudice by the Missouri Court in October 1996. On June 16, 1998, the Missouri
Court granted the Subsidiary's Motion to Dismiss the Qui Tam suit. The Court,
however, allowed Mr. Peoples to amend his complaint. Mr. Peoples filed an
amended complaint, and the Subsidiary's Motion to Dismiss the Amended Complaint
was denied on January 20, 1999. The Subsidiary intends to contest this suit
vigorously. The Subsidiary does not believe that resolution of this suit will
have a material adverse effect on the Subsidiary's financial condition, results
of operations or cash flows.
On May 8, 1997, Caradon Doors and Windows, Inc. ("Caradon"), filed suit
against the Subsidiary in the United States District Court for the Northern
District of Georgia (the "Georgia Court") alleging breach of contract, negligent
misrepresentation, and contributory infringement and seeking contribution and
indemnification in an amount not less than $10 million (the "Caradon suit"). The
Caradon suit arose out of patent infringement litigation between Caradon and
Therma-Tru Corporation extending over the 1989-1996 time period, the result of
which was for Caradon to be held liable for patent infringement in amount
believed to be approximately $10 million. In June 1997, the Subsidiary filed a
Motion with the Bankruptcy Court seeking an order enforcing the Plan and the
Confirmation Order against Caradon, and enjoining the Caradon suit from going
forward. The Bankruptcy Court in a decision entered on December 24, 1997, held
that the Caradon suit did violate the Plan and the Confirmation Order and
enjoined Caradon from pursuing the Caradon suit. Caradon appealed the Bankruptcy
Court's decision to the United States District Court for the Southern District
of Ohio (the "District Court"), and in a decision entered on February 3, 1999,
the District Court reversed and remanded the matter back to the Bankruptcy
Court. The Subsidiary intends to contest this suit vigorously. The Subsidiary
does not believe that resolution of this suit will have a material adverse
effect on the Subsidiary's financial condition, results of operations or cash
flows.
The Subsidiary is also involved in various other proceedings incidental to
the ordinary conduct of its business. The Subsidiary believes that none of these
other proceedings will have a material adverse effect on the Subsidiary's
financial condition, results of operations or cash flows.
(c) Environmental Matters.
During the pendency of the chapter 11 proceedings, the Subsidiary entered
into a settlement agreement (the "Environmental Settlement") with the United
States Environmental Protection Agency (the "EPA"), the United States Department
of the Interior and the states of Arizona, Michigan and Oklahoma (together, the
"Settling
12
<PAGE> 13
Parties"), addressing all known and unknown environmentally-related claims that
were or could have been asserted by those entities against the Subsidiary in the
bankruptcy proceeding. The Environmental Settlement resolved the majority of the
approximately 1,100 environmental liability-related claims filed against the
Subsidiary in the chapter 11 proceedings. In addition to resolving those claims
filed in the chapter 11 proceedings, the Environmental Settlement provided that
any additional claims by the Settling Parties against the Subsidiary in
connection with pre-petition activities at any site not owned by the Subsidiary
(the "Additional Sites"), shall be resolved as if they had been asserted during
the chapter 11 proceedings. Accordingly, if the Subsidiary is found liable or
settles any Additional Site claim, such liability is limited to approximately
37% of the liability or settlement amount.
Since entering into the Environmental Settlement, the Subsidiary has
received notice from one or more of the Settling Parties that the Subsidiary may
have liability in connection with 19 Additional Sites. The Subsidiary may be
insured for a portion of these claims. The Subsidiary believes that its
potential liability at 17 of these Additional Sites is not material to the
Subsidiary's financial condition, results of operations or cash flows. The
remaining two Additional Sites are the Henryetta Smelter Site at Henryetta,
Oklahoma and the RSR Smelter Site at Dallas, Texas.
Henryetta Smelter Site. The Subsidiary received a notice from the EPA
in 1997, alleging liability for remediation expenses at the site of a
former zinc smelting facility owned and operated by the Subsidiary at
Henryetta, Oklahoma, and for the removal and disposal from surrounding
residential locations of contaminated soil and gravel that originated from
the facility and from other companies operating in the area. The Subsidiary
operated the facility for approximately 50 years, until it was shut down in
1968. The EPA performed remedial activities at the site at a cost of
approximately $6.3 million. The Subsidiary has agreed to settle this claim
with the EPA by giving EPA a total allowed claim in this matter of $5.2
million.
RSR Smelter Site. The Subsidiary received a notice from the EPA in
1996, alleging that it may be a Potentially Responsible Party ("PRP")
regarding liability for remediation expenses at a secondary lead smelting
facility in Dallas, Texas. The Subsidiary allegedly leased the facility,
which was in operation until a date in or about 1984, for a period of at
least one year in the early 1950s. The EPA has conducted and continues to
conduct extensive remedial activities at this site, and the EPA's total
expenses may amount to $60 million or more. The Subsidiary and the EPA have
settled this claim by giving EPA a total allowed claim in this matter of
$2.1 million.
The Subsidiary does not expect that its total costs associated with
these two sites will have a material adverse effect on the Subsidiary's
financial condition, results of operations or cash flows. Because each site
is an Additional Site under the Environmental Settlement, the Subsidiary
will be required to pay only approximately 37% of any amount for which it
may be found liable or settle the claim. The payment of these two claims
will be a deduction from the Final Distribution.
The Subsidiary is undertaking remedial actions at a number of its current
and former facilities and properties which are not covered under the
Environmental Settlement Agreement. In connection with certain sales of its
assets, including the Plastics and Transicoil Divisions sold in 1997 and the
Bearings Division sold in 1989, the Subsidiary has agreed to undertake remedial
actions or to indemnify the respective purchasers of particular assets for
certain liabilities under the Environmental Laws relating to that asset's
operations or activities prior to the sale. The Subsidiary believes that neither
these remedial actions nor any claims under these indemnity provisions will have
a material adverse effect on the Subsidiary's financial condition, results of
operations or cash flows.
The Subsidiary is undertaking closure and corrective actions under RCRA at
two of its current permitted hazardous waste facilities. At the Joplin,
Missouri, facility, consistent with the requirements of its RCRA permit, the
Subsidiary is investigating the nature and extent of contamination from two
closed hazardous waste impoundments and over 100 former solid waste management
units formerly in use during the 130-year operating history of this property.
The Subsidiary's investigation has identified areas of soil and groundwater
contamination or suspected contamination, certain of which likely will require
the Subsidiary to undertake remedial activities. Following completion of its
investigation, the Subsidiary, in conjunction with federal and state regulators,
will determine what, if any, corrective actions are appropriate at this
property. At the Colorado Springs, Colorado, facility, the Subsidiary has
entered into a Compliance Order on Consent with the State of Colorado's
Department
13
<PAGE> 14
of Public Health and Environment effective January 28, 1999 (the "Consent
Order"). Pursuant to the Consent Order, the Subsidiary will complete the closure
of four former hazardous waste impoundments and evaluate appropriate remedial
actions to address contaminated groundwater and soil at and around the facility.
The Subsidiary does not believe that it will be assessed any penalty in
connection with the remediation of these sites, although there can be no
assurance that one will not be imposed.
The Subsidiary owned and operated a lead and zinc smelting facility, which
was dismantled in 1982, on the Galena property. The Galena property is located
within the Tri-State mining district, formerly one of the largest lead and zinc
fields in the world. The Tri-State mining district was actively worked from the
mid-1800s until the 1960s and, as a result, soil, groundwater and surface waters
have been significantly and adversely impacted. In the 1980s and early 1990s,
the EPA addressed both surface contamination (including residential soil
contamination) and groundwater contamination issues in the Tri-State mining
district in the immediate vicinity of the Galena property. Under the
Environmental Settlement, while the Subsidiary resolved all of its other
liability under the Comprehensive Environmental Response, Compensation, and
Liability Act associated with the Tri-State mining district, it specifically
retained liability for the Galena property. Environmental impacts are likely at
the Galena property as a result of the former smelter operation and from
historic materials management practices on the Galena property. The EPA has not
required remediation of the Galena property, and the Subsidiary has no current
expenses in connection with remedial activities at this property. The
Subsidiary, however, anticipates that certain investigations and remediation may
be required at some point in the future. The Subsidiary does not believe that it
will be assessed any penalty in connection with the remediation of this site,
although there can be no assurance that one will not be imposed.
The Subsidiary does not believe, based on current information and taking
into account reserves established for environmental matters, that costs
associated with compliance with and remediation under Environmental Laws will
have a material adverse effect on its financial condition, results of operations
or cash flows.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.
14
<PAGE> 15
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
[NOT APPLICABLE]
ITEM 6. SELECTED FINANCIAL DATA.
<TABLE>
<CAPTION>
NINE MONTHS THREE MONTHS
ENDED ENDED
NOVEMBER 30, FEBRUARY 28,
1999 1998 1998 1997 1996 1995
---------- ------------ ------------- ------------- ------------- -------------
PREDECESSOR A PREDECESSOR A PREDECESSOR B PREDECESSOR B
(UNAUDITED)
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE)
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME (LOSS):
Net sales (A)..................... $ 913,261 $ 645,984 $ 205,842 $ 906,077 $ 891,287 $ 848,548
Operating income (B).............. 25,082 15,470 11,027 45,558 62,106 63,087
Adjustment for asbestos
litigation...................... -- -- -- -- 502,197 (1,005,511)
Fresh-start revaluation (C)....... -- -- -- -- 118,684 --
Interest expense (D).............. (49,060) (36,313) (6,940) (31,261) (3,083) (1,926)
Income (loss) before taxes,
extraordinary items and
accounting changes.............. (20,387) (19,064) 4,907 14,046 674,656 (934,871)
Income (loss) before extraordinary
items and accounting changes.... (17,587) (14,364) 807 (3,854) 622,086 (944,171)
Extraordinary items and accounting
changes (E)..................... -- -- -- -- 1,524,305 --
Net income (loss)................. (17,587) (14,364) 807 (3,854) 2,146,391 (944,171)
Preferred stock dividends
accreted........................ (10,569) (7,382) -- -- -- --
Basic earnings (loss) per share
applicable to common
shareholders:
Income (loss) per share
applicable to common
shareholders before
extraordinary items and
accounting changes............ (28.16) (21.74) 0.08 (0.39) 56.34 (85.51)
Extraordinary items and
accounting changes............ -- -- -- -- 138.06 --
Basic earnings (loss) applicable
to common shareholders........ (28.16) (21.74) 0.08 (0.39) 194.40 (85.51)
Weighted average number of common
shares outstanding.............. 1,000,000 1,000,000 9,600,071 10,000,000 11,040,932 11,040,932
Dividends per common share........ -- -- -- -- -- --
BALANCE SHEET DATA (END OF
PERIOD):
Total assets...................... 842,000 816,327 N/A 746,881 848,880 580,073
Total long-term debt and
redeemable preferred stock
(F)............................. 642,035 571,743 N/A 273,397 386,439 20,628
OTHER DATA:
EBITDA (G)........................ 115,393 87,436 26,969 104,080 94,931 94,193
Cash provided by (used in)
operating activities............ 46,928 75,547 (9,083) 147,883 72,861 30,456
Cash used in investing
activities...................... (95,471) (16,618) (6,734) (13,827) (41,770) (28,713)
Cash provided by (used in)
financing activities............ 44,933 (64,216) (18,954) (113,042) (3,198) (1,019)
SELECTED RATIOS:
Earnings/fixed charges and
preferred stock dividends (H)... .49x .41x 1.69x 1.43x 173.50x --
</TABLE>
15
<PAGE> 16
- ---------------
(A) Includes net sales attributed to Divested Divisions of $18,600 in the nine
months ended November 30, 1998, $7,076 in the three months ended February
28, 1998, $111,294 in 1997, $159,777 in 1996, and $166,082 in 1995.
(B) Operating income is not indicative of trends as the results for the nine
months ended November 30, 1998 (subsequent to the Acquisition) and those of
both Predecessor A (subsequent to the Reorganization, but before the
Acquisition) and Predecessor B (prior to the Reorganization) were derived
using different bases. (See Management's Discussion and Analysis -- Effects
of the Acquisition and Reorganization on Operations and Financial
Condition.)
(C) Fresh-start revaluation gain of $118,684 reflects transactions related to
emergence from bankruptcy and reorganization in accordance with Statement of
Position 90-7, "Financial Reporting by Entities in Reorganization under the
Bankruptcy Code" ("SOP 90-7").
(D) In accordance with SOP 90-7, interest was not accrued on debt that was
unsecured or undersecured during the period during which the Subsidiary was
in bankruptcy. Contractual interest was $9,889 in 1996 and $8,897 in 1995.
(E) Reflects a gain of $1,525,540 in 1996 related to emergence from bankruptcy
and reorganization in accordance with SOP 90-7 and a loss of $1,235 in 1996
due to an accounting change of the method used for computing LIFO
inventories of boron, germanium and other rare metals.
(F) Includes 11 3/4% Cumulative Redeemable Exchangeable Preferred Stock
("Preferred Stock") of $97,956 in 1999 and $87,387 in 1998, which was issued
in conjunction with the Acquisition. In 1995, long-term debt does not
include $62,000 of under-secured or unsecured debt that was included in
liabilities subject to compromise.
(G) For purposes hereof, EBITDA is defined as earnings before interest expense,
income taxes, depreciation and amortization, certain one-time management
compensation expenses, gain (loss) on sale of divisions, reorganization
items and certain other non-cash items. EBITDA is presented because
management believes it is an indicator of a company's ability to service and
incur debt. EBITDA, as defined herein, may not be comparable to similarly
titled measures reported by other companies and should not be construed as
an alternative to operating income, as determined by generally accepted
accounting principles ("GAAP"), as an indicator of the Company's operating
performance, or to cash flows from operating activities, as determined by
GAAP, as a measure of liquidity. Funds depicted by EBITDA are not available
for management's discretionary use to the extent they are required for debt
service and other commitments. Includes EBITDA attributable to Divested
Divisions of $446 in the nine months ended November 30, 1998, $(185) in the
three months ended February 28, 1998, $4,302 in 1997, $5,543 in 1996 and
$11,252 in 1995.
(H) For purposes of determining the ratio of earnings to fixed charges and
preferred stock dividends, "earnings" consist of income before provision
(benefit) for income taxes, extraordinary items and accounting changes and
fixed charges. "Fixed charges" consist of interest expense (including
amortization of deferred financing costs) and approximately 30% of rental
expense, representing that portion of rental expense deemed representative
of the interest factor. Earnings were insufficient to cover fixed charges
and preferred stock dividends in 1999 by $30,956 and in the nine months
ended November 30, 1998 by $26,446. Such earnings to fixed charges and
preferred stock dividends is not meaningful for 1996 because of significant
reversals of asbestos litigation reserves and fresh start revaluation and is
not meaningful for 1995 because of significant charges for asbestos
litigation. Earnings were insufficient to cover fixed charges by $934,871
for the year ended November 30, 1995.
16
<PAGE> 17
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
EFFECTS OF THE ACQUISITION AND REORGANIZATION ON OPERATIONS AND FINANCIAL
CONDITION
The Acquisition of the Subsidiary by the Company was accounted for as a
purchase. The purchase price has been allocated to the assets and liabilities of
the Company based on their respective fair values as determined primarily by
independent appraisals. The excess of the purchase price over the assessed
values of the net assets acquired is being amortized over 15 years. The
reorganization value in excess of amounts allocable to identifiable assets,
which was the intangible asset created during the Subsidiary's emergence from
bankruptcy (described below), was assigned no value. Consequently, the results
of operations after the Acquisition are not comparable to those in the three
months ended February 28, 1998 and in 1997 (the "Predecessor") primarily due to
depreciation being calculated on an increased asset base and the difference in
amortization of the intangible assets.
Upon emergence from bankruptcy on November 29, 1996 (the "Reorganization"),
the Subsidiary applied the "fresh-start" provisions of the American Institute of
Certified Public Accountants Statement of Position No. 90-7, "Financial
Reporting by Entities in Reorganization Under the Bankruptcy Code" ("SOP 90-7").
In accordance with SOP 90-7, the assets and liabilities of the Subsidiary were
restated at their fair value and a valuation of equity was made based on the
appraised reorganization value of the business. The reorganization value in
excess of amounts allocable to identifiable assets was capitalized and amortized
using a four year life.
Interest expense increased substantially in 1998, after the Acquisition,
due to the issuance of debt totaling $524.1 million related to the Acquisition.
Immediately prior to the Acquisition, there was $271.3 million of outstanding
debt. Any of the debt that had been issued when the Subsidiary emerged from
bankruptcy that was still outstanding at that time was repaid at the time of the
Acquisition.
In 1997, the Company received Federal tax refunds totaling $69.1 million
resulting from net operating losses ("NOL's") carried back to recover taxes paid
in prior years. The majority of the NOL's were created when the Subsidiary
contributed cash and securities to the PI Trust in the Reorganization. Losses
remaining after the carryback were carried forward to reduce taxable income in
future years and were capitalized at the statutory rates as deferred tax assets.
Other items that were deductible in the future, such as the debt issued in
conjunction with the Subsidiary's Reorganization which was deductible when it
was repaid, were also included in deferred tax assets which totaled $128.5
million at November 30, 1996. These deferred tax benefits were used to reduce
taxable income (and, as a result, income taxes paid) in 1997 and the period in
1998 prior to the Acquisition. They were also used to offset the tax gain
resulting from the sale of the Subsidiary. Any of the deferred tax benefits that
were not offset by the Predecessor in 1997, the period in 1998 prior to the
Acquisition or by the tax gain on the transaction itself were lost and are not
available to reduce taxable income of the Company going forward.
In addition to the effects of the Acquisition and the Reorganization, other
factors affecting comparability of operations is the acquisition of Carpenter in
1999 and the sale of the Trim Division in 1998 and the Plastics, Transicoil and
Fabricon Products Divisions in 1997. The Company also contributed the assets of
its former Suspension Systems Division to Eagle-Picher-Boge, L.L.C., a joint
venture in which the Company had a 45% interest, in 1997. In 1998, the majority
partner exercised its option to purchase the Company's interest in the joint
venture.
RESULTS OF OPERATIONS
The following table sets forth certain sales and operating data, net of all
inter-segment transactions for the Company's businesses for the periods
indicated. However, operating income amounts are not comparable, primarily due
to the effects of the Acquisition on the asset bases and depreciation and
amortization. In addition,
17
<PAGE> 18
the results of the Divested Divisions and certain one-time management
compensation expenses related to the Acquisition totaling $28.9 million in 1998
also affect comparability.
<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS THREE MONTHS YEAR ENDED
NOVEMBER 30, ENDED ENDED NOVEMBER 30,
1999 NOV. 30, 1998 FEBRUARY 28, 1998 1997
------------ ------------- ----------------- ------------
(IN MILLIONS OF DOLLARS) PREDECESSOR PREDECESSOR
<S> <C> <C> <C> <C>
Net sales by segment:
Automotive........................ $553.2 $347.3 $109.2 $485.6
Industrial Products............... 360.1 298.7 96.6 420.5
------ ------ ------ ------
Total.......................... $913.3 $646.0 $205.8 $906.1
====== ====== ====== ======
Income (loss) before taxes by
segment:
Automotive........................ $ (3.3) $ 7.9 $ 4.0 $ 6.7
Industrial Products............... (7.1) 9.0 3.3 13.2
Corporate......................... (10.0) (36.0) (2.4) (5.9)
------ ------ ------ ------
Total.......................... $(20.4) $(19.1) $ 4.9 $ 14.0
====== ====== ====== ======
</TABLE>
1999 Compared to 1998
Net Sales. Sales in 1999 were $913.3 million, a 7.2% increase over 1998
sales which totaled $851.8 million. However, after excluding Carpenter in 1999
and the Trim Division in 1998, sales decreased 1.9%. Net sales for the
Automotive Group, excluding the effects of Carpenter and the Trim Division,
increased 4.5%. The North American automotive industry experienced another year
of a strong automotive build; however, the growth of the Company's automotive
component sales was tempered primarily by the discontinuation of certain
programs with a major customer. Over the past four years, the Company estimates
it has lost approximately $50.0 million of business with this customer due to
re-sourcing decisions. At the same time, the Company has replaced this business
with different customers, thus diversifying its customer base. In the Automotive
Group, the Company is under constant pressure from its customers to reduce
prices. In addition, the products it manufactures become obsolete from time to
time as its customers change product designs and the Company must compete for
replacement business. The acquisition of Carpenter is expected to further
diversify the Company's customer base and expand its precision-machined
automotive product lines. Another factor that contributed to flat sales was the
weakening of the European currencies during the year, which caused the increases
in sales of the European divisions in dollars to be less than increases in local
currencies.
In the Industrial Products Group, sales declined 8.9%. The decline is
primarily due to a 50% reduction in shipment of heavy-duty forklift trucks
resulting from a decline in demand coupled with increased competition and slower
than expected market penetration of new specialty forklift products. In
addition, the IRIDIUM satellite program, a 66 satellite constellation for which
the Company supplied nickel-hydrogen batteries was completed in 1998.
Cost of Products Sold. Cost of products sold (excluding depreciation
expense) was $725.8 million in 1999, $503.0 million in the nine months ended
November 30, 1998 and $162.8 million in the three months ended February 28, 1998
(a total of $665.8 million). As a percentage of sales, excluding the effects of
Carpenter and the Trim Division, cost of products sold was 78.5% in 1999 and
77.8% in 1998. This increase was caused in part by the decline in shipments of
heavy-duty forklift trucks, which resulted in poor absorption of fixed overhead.
In addition, the Company experienced inefficiencies and heavy start-up costs in
manufacturing new multi-layer fuel transfer systems programs in Europe.
Selling and Administrative. Selling and administrative expenses were $75.2
million in 1999 and $58.5 million and $17.1 million in the nine months ended
November 30, 1998 and the three months ended February 28, 1998, respectively (a
total of $75.6 million). Excluding the effects of Carpenter and the Trim
Division, these expenses increased 2.2% in 1999.
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<PAGE> 19
Depreciation. Depreciation was $48.3 million in 1999, $29.9 million in the
nine months ended November 30, 1998 and $9.0 million in the three months ended
February 28, 1998. Amounts after February 28, 1998 are not comparable to amounts
prior to the Acquisition due to the differences in asset bases. According to
purchase accounting, the basis of the property, plant and equipment was adjusted
to the fair value of such assets as of the date of the Acquisition. Excluding
the effects of Carpenter and the Trim Division, depreciation increased $3.8
million in 1999. The increase in depreciation in 1999 is due to different asset
bases after the Acquisition in 1998 and increased depreciation resulting from
capital spending in recent years to implement new automotive programs (primarily
precision machining and multi-layer fuel systems) and expand facilities
manufacturing material handling equipment.
Amortization. Amortization was $16.9 million in 1999, $12.3 million in the
nine months ended November 30, 1998 and $3.8 million in the three months ended
February 28, 1998. Although the amounts are similar from year to year, they are
not comparable for two reasons. Prior to the Acquisition, the Company was
amortizing reorganization value in excess of amounts allocable to identifiable
assets of $65.1 million over four years. In accordance with purchase accounting,
this asset was not allocated a fair value in the Acquisition. The excess of
acquired net assets over cost (goodwill) of $241.2 million, which resulted from
the Acquisition, is being amortized over 15 years. Secondly, the acquisition of
Carpenter as of March 1, 1999, which was accounted for as a purchase, resulted
in goodwill of $16.2 million, which is also being amortized over 15 years.
Impairment of Net Assets of Operations to be Sold. The Company recorded a
non-cash provision of $21.4 million, primarily related to the impairment of
recorded asset values (including goodwill) of certain of the divisions held for
sale, which was recognized because the expected net realizable value of these
divisions was estimated to be insufficient to recover their carrying value. The
majority of the assets to be sold are in the Automotive Group. These divisions
had aggregate sales and income (loss) before taxes, respectively, of $130,008
and $(6,144) in 1999, $94,051 and $(743) in the nine months ended November 30,
1999, $30,009 and $861 in the three months ended February 28, 1998 and $117,066
and $2,560 in 1997. These divisions have continued to operate. The assets of two
of these divisions, Ross Aluminum Foundries and MARCO, were sold effective
January 1, 2000 and February 25, 2000, respectively.
Interest Expense. Interest expense was $49.1 million in 1999, $36.3 million
in the nine months ended November 30, 1998 and $6.9 million in the three months
ended February 28, 1998 (a total of $43.2 million). The increase is due to the
increased debt related to the Acquisition as discussed above and to the
acquisition of Carpenter in 1999.
Income (Loss) Before Taxes. Income (loss) before taxes was $(20.4) million
in 1999 and $(19.1) million and $4.9 million in the nine months ended November
30, 1998 and the three months ended February 28, 1998, respectively. Excluding
the results of Carpenter and the Trim Division, income (loss) before taxes
declined $9.0 million in 1999. In addition to weaker operating results of
similar divisions in 1999, three items contributed to the decrease in income
(loss) before taxes and affect comparability between 1999 and 1998:
- A provision for impaired assets held for sale of $21.4 million in 1999;
- Special management compensation expenses relating to the Acquisition of
$28.9 million in 1998; and
- An increase in interest expense of approximately $5.8 million, which
related primarily to the increased debt resulting from the acquisition of
Carpenter in 1999 and lower debt in the period prior to the Acquisition
in 1998.
Income (loss) before taxes for the Automotive Group, after excluding the
results of Carpenter and the Trim Division, was $(4.0) million in 1999 compared
to $14.0 million in 1998. The primary reason for the decline is that $13.3
million of the provision for impairment of net assets of operations to be sold
relates to operations in the Automotive Group. The Company experienced operating
gains in divisions manufacturing precision-machined products as start-up
operations in Europe mature, and in rubber-coated metal products due to a change
in product mix toward more value-added products. These operating gains were more
than offset by heavy start-up costs and inefficiencies experienced in
manufacturing new multi-layer fuel transfer programs in Europe. In addition,
divisions in the Automotive Group experienced heavier depreciation as described
above.
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<PAGE> 20
Income (loss) before taxes for the Industrial Products Group, was $(7.1)
million in 1999 compared to $12.3 million in 1998. $8.1 million of the provision
for impairment of net assets of operations to be sold relates to operations in
the Industrial Products Group. Operations manufacturing material handling
equipment experienced losses due to lower volumes, which resulted in poor
absorption of overhead, and inefficiencies related to moving production to
another facility.
The net loss before taxes for the Corporate office was $10.0 million in
1999, $36.0 million in the nine months ended November 30, 1998 and $2.4 million
in the three months ended February 28, 1998. In 1998, these amounts included
special management compensation expenses related to the Acquisition of $28.9
million.
Income Taxes (Benefit). Income taxes (benefit) in 1999, the nine months
ended November 30, 1998 and the three months ended February 28, 1998 were $(2.8)
million, $(4.7) million and $4.1 million, respectively. However, the Acquisition
affects the comparability of income taxes and the effective tax rates. In the
first quarter of 1998, the amortization of the reorganization value in excess of
amounts allocable to identifiable assets was not deductible for tax purposes.
Due to the election to treat the sale of stock in the Acquisition as the sale of
assets, a substantial portion of the amortization of the excess of acquired net
assets over cost is deductible for tax purposes. However, that portion changes
over time as liabilities, which were contingent for tax purposes at the time of
the Acquisition, are resolved. In addition, the impairment of goodwill in 1999
resulted in a reduced tax benefit.
Net Income (Loss). Net income (loss) in 1999, the nine months ended
November 30, 1998 and the three months ended February 28, 1998 was $(17.6)
million, $(14.4) million and $0.8 million, respectively. However, in 1999, net
income has been significantly impacted by the effects of a non-cash provision of
$21.4 million, primarily related to the impairment of net asset of operations to
be sold. In 1998, net income was similarly impacted by the effects of the
Acquisition on management compensation -- special. The comparability of
depreciation, amortization, interest expense and income taxes has been affected
by the Acquisition on February 24, 1998, as the financial statements for the
first quarter of 1998 were prepared on a different basis.
The net loss applicable to common shareholders was increased by $10.6
million in 1999 and $7.4 million in the nine months ended November 30, 1998 for
preferred stock dividends accreted. Since the Preferred Stock was issued upon
the Acquisition, net income (loss) for the three months ended February 28, 1998
was not impacted.
1998 Compared to 1997
Net Sales. Sales in the twelve month period ended November 30, 1998 totaled
$851.8 million. compared to $906.1 million in the year ended November 30, 1997,
a decrease of 6.0% for the year. However, sales increased 3.9% in 1998, after
excluding the Divested Divisions.
Net sales for the Automotive Group, excluding those of Divested Divisions,
increased 11.3%. The increase in sales was due to a strong automotive build in
North America and increased market penetration of precision-machined
transmission and drive train components and multi-layer fuel transfer systems.
In the Industrial Products Group, net sales decreased 3.0%, excluding net
sales of Divested Divisions. Increases in demand for construction equipment and
parts and material handling equipment were offset by declines in demand for
special purpose batteries and satellite components due to the completion of a
major satellite project. In addition, the Company experienced decreased sales of
germanium. Sales of germanium products were affected by lower market prices
which resulted from increased supplies, the completion of a major satellite
project and the increased use of recycled germanium by the Company's customers.
Customers increased their recycling of germanium in response to sharp increases
in germanium prices which took place in 1996. Revenues declined since the
Company has shifted more toward being a toll refiner of germanium rather than a
buyer and seller of the material.
Cost of Products Sold. Cost of products sold (excluding depreciation
expense) was $503.0 million in the nine months ended November 30, 1998 and
$162.8 million in the three months ended February 28, 1998 (a total of $665.8
million) compared to $725.0 million in 1997. Excluding the cost of products sold
of Divested Divisions, cost of products sold as a percentage of net sales was
77.8% in 1998 and 78.7% in 1997. Reasons for
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<PAGE> 21
the decline include improved performance at certain start-up operations,
increased efficiencies and changes in product mix involving the special purpose
batteries.
Selling and Administrative. Selling and administrative expenses were $58.5
million and $17.1 million in the nine months ended November 30, 1998 and the
three months ended February 28, 1998, respectively (a total of $75.6 million),
compared to $77.1 million in 1997. Excluding the Divested Divisions, these
expenses increased 5.1%. Besides a general increase due to activity relating to
increased sales volumes, items contributing to the increase of selling and
administrative expenses include management fees payable to Granaria Holdings
B.V. and a long-term incentive program for managers, both of which commenced
after the Acquisition.
Management Compensation -- Special. The special management compensation
expense is a one-time item related to the Acquisition in 1998. See Note L to the
Consolidated Financial Statements contained in Item 8.
Depreciation. Depreciation was $29.9 million in the nine months ended
November 30, 1998, $9.0 million in the three months ended February 28, 1998 and
$39.7 million in the year ended November 30, 1997. The 1998 and 1997 amounts are
not comparable due to the differences in asset bases as a result of the
Acquisition on February 24, 1998. According to purchase accounting, the basis of
the property, plant and equipment was adjusted to the fair value of such assets
as of the date of the Acquisition. This adjustment resulted in depreciation of
approximately $1.2 million greater in the nine months following the Acquisition
than the Company would have incurred if the Acquisition had not taken place,
$1.4 million greater excluding the effect of the Divested Divisions.
Amortization. Amortization was $12.3 million in the nine months ended
November 30, 1998, $3.8 million in the three months ended February 28, 1998 and
$16.3 million in the year ended November 30, 1997. However, the 1998 and 1997
amounts are not comparable. Prior to the Acquisition, the Company was amortizing
reorganization value in excess of amounts allocable to identifiable assets of
$65.1 million over four years. In accordance with purchase accounting, this
asset was not allocated a fair value in the Acquisition. The excess of acquired
net assets over cost of $241.2 million, which resulted from the Acquisition, is
being amortized over 15 years.
Interest Expense. Interest expense was $36.3 million in the nine months
ended November 30, 1998 and $6.9 million in the three months ended February 28,
1998 (a total of $43.2 million) as compared to $31.3 million in 1997. The
increase is due to the increased debt related to the Acquisition as discussed
above.
Income (Loss) Before Taxes. Income (loss) before taxes was $(19.1) million
and $4.9 million in the nine months ended November 30, 1998 and the three months
ended February 28, 1998, respectively, and $14.0 million in 1997. Excluding the
results of the Divested Divisions and the gain (loss) on the sales of those
divisions, income (loss) before taxes declined $34.2 million in 1998. Three
items offset increases in operating results and contributed to the decrease in
income (loss) before taxes and affect comparability between 1998 and 1997:
- An increase in depreciation of $1.4 million in 1998 resulting solely from
the difference in asset bases;
- Special management compensation expenses relating to the Acquisition of
$28.9 million in 1998; and
- An increase in interest expense of approximately $11.9 million, which
related primarily to the increased debt resulting from the Acquisition.
Income before taxes for the Automotive Group, after excluding the results
of the Divested Divisions and the gain (loss) on the sales of those divisions,
increased 6.1%. The increased sales volumes described above resulted in better
absorption of fixed costs and operating results increased accordingly. These
increases were slightly offset by the impact on divisions in the Automotive
Group of the strike against General Motors ("GM") in 1998. The Trim Division,
which is one of the Divested Divisions, was impacted the most significantly by
the strike. The increases in operating results in the Automotive Group were
somewhat offset by increased interest costs relating to the Acquisition of
approximately $5.3 million.
Income before taxes for the Industrial Products Group, after excluding the
results of the Divested Divisions and the gain (loss) on the sales of those
divisions, decreased 17.4%. Although volumes of special-purpose batteries
declined in 1998 as a large satellite program neared completion, a shift in
product mix contributed to an
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<PAGE> 22
increase in operating results. However, $1.2 million of the increased
depreciation relating to the change in asset bases and $6.5 million of increased
interest costs relating to the Acquisition adversely affected results in the
Industrial Products Group.
The net loss before taxes for the Corporate office was $36.0 million in the
nine months ended November 30, 1998, $2.4 million in the three months ended
February 28, 1998 and $5.9 million in 1997. The increase in 1998 was due to
items resulting from the Acquisition: 1) special management compensation
expenses related to the Acquisition of $28.9 million; 2) management fees payable
to Granaria Holdings B.V.; 3) a long-term incentive program for managers; and 4)
decreased investment income.
Income Taxes (Benefit). Income taxes (benefit) in the nine months ended
November 30, 1998, the three months ended February 28, 1998 and 1997 were $(4.7)
million, $4.1 million and $17.9 million, respectively. However, these amounts
and the effective tax rates are not comparable due to the impact of the
Acquisition. The amortization of the reorganization value in excess of amounts
allocable to identifiable assets was not deductible for tax purposes. Due to the
election to treat the sale of stock in the Acquisition as the sale of assets, a
substantial portion of the amortization of the excess of acquired net assets
over cost is deductible for tax purposes.
Net Income (Loss). Net income (loss) in the nine months ended November 30,
1998, the three months ended February 28, 1998 and 1997 was $(14.4) million,
$0.8 million and $(3.9) million, respectively. However, in 1998, net income has
been significantly impacted by the effects of the Acquisition on management
compensation -- special, depreciation, amortization, interest expense and income
taxes. Net income before depreciation and amortization, management
compensation -- special, interest expense and income taxes (benefit) was $113.0
million in 1998 and $101.3 million in 1997.
The net loss applicable to common shareholders was increased by $7.4
million in the nine months ended for preferred stock dividends accreted. Since
the Preferred Stock was issued upon the Acquisition, net income (loss) for the
three months ended February 28, 1998 and 1997 was not impacted.
FINANCIAL CONDITION
EBITDA
The Company's EBITDA is defined for purposes hereof as earnings before
interest expense, income taxes, depreciation and amortization, certain one-time
management compensation items and certain other non-cash items, such as gains
and losses on the sale of divisions. EBITDA, as defined herein, may not be
comparable to similarly titled measures reported by other companies and should
not be construed as an alternative to operating income or to cash flows from
operating activities, as determined by generally accepted accounting principles,
as a measure of the Company's operating performance or liquidity, respectively.
Funds depicted by EBITDA are not available for management's discretionary use to
the extent they are required for debt service and other commitments.
EBITDA was $115.4 million, $114.4 million and $104.1 million in 1999, 1998
and 1997, respectively. Excluding the Divested Divisions, EBITDA was $114.1
million and $99.8 million, in 1998 and 1997, respectively. The increase in
EBITDA in 1999 resulting from the acquisition of Carpenter was offset by
operating declines in operations manufacturing material handling equipment and
multi-layer fuel transfer programs. The increase in EBITDA of 14.3% (excluding
the Divested Divisions) from 1997 to 1998 was due primarily to better sales
volumes of certain automotive products and construction and material handling
equipment and a better product mix in the operation manufacturing
special-purpose batteries.
Operating Activities
Cash flows provided by operations in 1999 were $46.9 million. Net cash
flows provided by operations in 1998 were $66.4 million, $75.5 million was
provided in the nine months ended November 30, 1998 and $9.1 million was used in
operations in the three months ended February 28, 1998. Cash provided by
operations was $147.9 million in 1997.
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<PAGE> 23
The following table sets forth a reconciliation of income (loss) before
taxes to cash provided by (used in) operations for the years ended November 30:
<TABLE>
<CAPTION>
(DOLLARS IN MILLIONS) 1999 1998 1997
- --------------------- ------ ------ ------
<S> <C> <C> <C>
Income (loss) before taxes................................ $(20.4) $(14.2) $ 14.0
Depreciation and amortization, excluding amortization of
deferred financing costs................................ 65.2 55.0 56.0
Impairment of net assets of operations to be sold......... 21.4 -- --
Loss on sale of divisions................................. -- -- 2.4
Add back interest expense................................. 49.1 43.3 31.3
Interest paid, net of debt issuance costs................. (45.0) (35.3) (31.0)
Income taxes paid -- net of refunds....................... (10.0) (3.1) 64.8
Proceeds from insurance settlements....................... -- 14.8 --
Funding of the management trust upon Acquisition.......... -- (10.0) --
Working capital and other................................. (13.4) 15.9 10.4
------ ------ ------
Cash provided by operating activities..................... $ 46.9 $ 66.4 $147.9
====== ====== ======
</TABLE>
See Results of Operations for discussions about income (loss) before taxes,
depreciation, amortization, impairment of net assets of operations to be sold,
loss on sale of divisions and interest expense. Interest paid increased in 1999
due to the acquisition of Carpenter and in 1998 due to the Acquisition as
previously discussed in Results of Operations. Differences in interest paid and
interest expense result primarily from amortization of deferred financing costs,
which are non-cash charges, except in 1998 where there was a $5.7 million
difference in the beginning and ending accrual of interest due to the
differences in the payment schedules of the debt existing before and after the
Acquisition.
Income taxes paid increased in 1999 due to the following: 1) a refund of
foreign income taxes received early in 1998; 2) the Predecessor Company had net
operating loss carryforwards and as a result, there were no Federal income taxes
payable for income earned prior to the Acquisition (approximately the first
three months of 1998); and 3) a portion of the tax liability associated with the
tax period ended November 30, 1998 was paid in fiscal year 1999 while all of the
anticipated liability for 1999 has been paid in 1999. In 1997, The Company
received a tax refund of $69.1 million due to NOL carrybacks generated during
the Reorganization.
The proceeds from insurance settlements in 1998 related to pre-Acquisition
contingencies. See Note L to the Consolidated Financial Statements contained in
Item 8 for discussion about the management trust in 1998.
The decrease in cash in 1999 due to working capital increases resulted
primarily from increases in minerals inventories relating to a longer season of
mining activities because of favorable weather, changes in distribution methods
and customer service for commercial batteries, a large new contract for special
purpose batteries and Year 2000 preparedness. Additionally, there were payments
made for special management compensation items in 1999, which reduced accruals,
and bonus accruals were lower in 1999. In 1998, in addition to the increase in
accrued interest previously mentioned, the increase in cash provided by
operating activities attributable to working capital was also due to the use of
cash in an employee benefits trust to pay for such benefits, rather than using
the Company's cash. This resulted in an increase in cash provided by operations
to the Company of approximately $8.0 million. In 1997, the increase in cash
provided by operating activities attributable to working capital was due to
certain divisions being able to negotiate better terms on their accounts payable
after emerging from bankruptcy.
On February 24, 2000, the Company settled claims against a former insurer
regarding environmental remediation costs for $16.0 million. The Company
received payment of this amount on February 28, 2000.
Investing Activities
Capital expenditures totaled $47.0 million in 1999. Major projects included
completion of a manufacturing plant which was acquired but in-progress when the
Company acquired Carpenter and purchase of equipment required for new automotive
programs, particularly those involving precision-machined parts. Capital
expendi-
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<PAGE> 24
tures in the year ended November 30, 1998 which totaled $32.0 million, included
small expansions to plants that manufacture material handling equipment and bulk
pharmaceuticals and equipment needed for new programs in the Automotive Group.
Capital expenditures were $51.3 million in 1997. Major additions included two
new plants to manufacture precision-machined parts, one in Manchester, Tennessee
and the other in Tamworth, England. Construction on the new diatomaceous earth
processing unit in Vale, Oregon, which commenced in 1996, was completed in 1997.
The Company anticipates that capital expenditures will be approximately
$45-50 million in 2000, principally for equipment to manufacture
precision-machined automotive parts. These capital expenditures will be financed
from cash provided by operations or borrowings under the Company's revolving
credit facility.
The Company's cash requirements for the acquisition of Carpenter were $60.2
million, including transaction costs: $37.9 million was paid for the stock of
Charterhouse, a $3.1 million payment was made to the former president of
Carpenter under a phantom stock plan triggered by the transaction, and $18.6
million of debt assumed in the transaction was repaid with proceeds from the
Company's revolving credit facility. The Company also assumed $12.4 million in
debt which was not refinanced.
The Company sold its Trim Division as of October 31, 1998, however the
transaction remained in escrow until certain conditions were met in December
1998. At that time, the Company received $12.4 million cash and a $2.1 million
note due in 2000 which is secured by a first mortgage on the real estate. In
1997, The Company contributed the assets of its former Suspension Systems
Division to Eagle-Picher-Boge, L.L.C., a joint venture in which the Company had
a 45% interest, and received a note from the joint venture in the amount of $2.8
million. In 1998, the majority partner exercised its option to purchase the
Company's interest in the joint venture. At that time, the note was also repaid
resulting in proceeds totaling $7.9 million. The Company sold the Plastics,
Fabricon Products and the Transicoil Divisions in 1997. The net cash proceeds of
these transactions totaled $39.0 million.
Financing Activities
In May 1999, the Company amended its syndicated senior bank credit loan
facility ("Credit Agreement") to provide for: 1) an accounts receivable loan
agreement ("Receivables Agreement") with a separate revolving credit facility of
up to $75.0 million; 2) an increase in its revolving credit facility ("Revolving
Facility") from $160.0 million to $220.0 million; and 3) repayment of $120.5
million in term loans under the Credit Agreement.
In addition to its regularly scheduled payments on the remaining term loan,
the Company was required to make a prepayment of $8.5 million to the term loans
in the first quarter, which represented 60% of annual excess cash flow in 1998
as defined by the Company's credit agreement. The Company's net borrowings of
$46.8 million in 1999 resulted primarily from the acquisition of Carpenter. In
addition to the borrowings, the Company assumed a $12.4 million industrial
revenue bond, which has payments due annually through 2005.
To finance the Acquisition in 1998, the Company issued $100.0 million in
common stock and $80.0 million in publicly traded redeemable preferred stock.
The Subsidiary issued $220.0 million of publicly traded senior subordinated
notes ("Subordinated Notes") and borrowed $225.0 million in term loans and $79.1
million in revolving loans under the Credit Agreement. At the time of the
Acquisition, the Company repaid the $250.0 million Senior Sinking Fund
Debentures that had been issued to the PI Trust when the Subsidiary emerged from
bankruptcy. The Company was able to repay $64.9 million in debt from the time of
the Acquisition through the end of 1998 from cash generated from operations.
The Company used the proceeds of the tax refunds totaling $69.1 million
received in 1997 to redeem the $69.1 million Tax Refund Notes which were issued
to the PI Trust in connection with the Reorganization. The $50.0 million of
Divestiture Notes, which were issued to the PI Trust and other unsecured
creditors in connection with the bankruptcy, were also repaid in 1997, primarily
with the proceeds from the divestiture of divisions. In addition, secured notes
totaling $6.8 million at November 30, 1996 were repaid in full in 1997 due, in
certain cases, to the sale of the assets which secured the notes. The Company
issued an $8.0 million Industrial Revenue Bond to finance the new facility in
Manchester, Tennessee and incurred $5.0 million debt in Europe to finance
expansion activities.
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<PAGE> 25
Earnings to Fixed Charges and Preferred Stock Dividends
Earnings to fixed charges and preferred stock dividends were .49x in 1999,
.41x in the nine months ended November 30, 1998, 1.69x in the three months ended
February 28, 1998 and 1.43x in 1997. Earnings were insufficient to cover fixed
charges and preferred stock dividends by $31.0 million in 1999. Excluding the
impairment of net assets of operations held for sale, the ratio would be .84x
and earnings would not be sufficient to cover fixed charges and preferred stock
dividends by $9.5 million. Earnings were insufficient to cover fixed charges and
preferred stock dividends by $26.4 million in the nine months ended November 30,
1998. However, the management compensation -- special of $26.8 million in that
period is a non-recurring item related to the Acquisition. If this item were
excluded, earnings to fixed charges and preferred stock dividends would have
been 1.01x in that period.
Liquidity and Capital Resources
The Revolving Facility under the Credit Agreement is $220.0 million and is
available for both borrowings and the issuance of letters of credit. At November
30, 1999, the Company had outstanding borrowings and letters of credit under the
Facility of $136.0 million and $51.8 million, respectively, leaving the Company
with available borrowing capacity of $32.2 million. In addition, the Company's
European operations also have several lines of credit totaling $21.4 million at
November 30, 1999, of which $14.4 million was borrowed, leaving $7.0 million in
borrowing capacity at that date. These credit agreements contain various
financial covenants. Certain of the Company's European subsidiaries did not meet
the minimum financial requirement of one of the European credit agreements as of
November 30, 1999; however, the Company has obtained the necessary waivers from
the lender. The Company was in compliance with the covenants of its Credit
Agreement and Subordinated Notes.
The Receivables Agreement has a term of 364 days; but it is expected to be
renewed over the term of the Credit Agreement. Excluding the Receivables
Agreement scheduled debt repayments are $16.0 million in 2000. The Credit
Agreement, as amended, requires the Company to make mandatory prepayments of 50%
of annual cash flow as defined by the Credit Agreement, the net proceeds from
sales of assets (subject to certain conditions), the proceeds of new debt issued
and 50% of the net proceeds of any equity issued. No excess cash flow payment is
due in 2000 for the year ended November 30, 1999. Scheduled debt payments under
the Credit Agreement and the industrial revenue bonds for 2001 and 2002 are
$20.8 million and $25.6 million, respectively.
On December 1, 1999, the Company acquired the assets of the depleted zinc
business of Isonics Corporation for $8.2 million; $6.7 million of which was paid
upon closing and $1.5 million of which consists of contingent cash payments over
three years. In addition, the Company has negotiated a warrant to acquire common
stock of Isonics Corporation in exchange for materials to be delivered in 2000.
This acquisition was financed from the Revolving Facility.
The proceeds of the sales of the Ross Aluminum Foundries Division and MARCO
were used to repay debt. In addition, any other proceeds resulting from the
eventual sales of the other divisions to be sold will be applied to reduce debt.
Cash and cash equivalents were $10.0 million at November 30, 1999. The
Company estimates that it needs approximately $10.0 million to $12.0 million in
cash for operations. The Company's liquidity needs are primarily for debt
service and capital maintenance. The Company believes that its cash flows from
operations and available borrowings under its bank credit facilities will be
sufficient to fund its anticipated liquidity requirements for the next twelve
months. In the event that the foregoing sources are not sufficient to fund the
Company's expenditures and service its indebtedness, the Company would be
required to raise additional funds.
YEAR 2000 READINESS DISCLOSURE
The Company completed its Year 2000 readiness project as scheduled,
including addressing leap year calendar date calculation concerns. The Company
did not experience any significant disruptions in its operating or business
systems during the transition from 1999 to 2000. Based on operations since
January 1, 2000, the Company does not expect any impact to its ongoing business
as a result of the Year 2000 issue. The Company has
25
<PAGE> 26
spent approximately $5.2 million (including capital and internal resources that
were redeployed) to assess, remediate and test its computer hardware, software
and embedded systems.
EURO CONVERSION
On January 1, 1999, eleven members of the European Union adopted the euro
as their common legal currency and established fixed conversion rates between
their existing local currencies and the euro. During the transition period,
which runs from January 1, 1999 through December 31, 2002, transactions may take
place using either the euro or a local currency. However, conversion rates will
no longer be computed directly from one local currency to another, but be
converted from one local currency into an amount denominated in euro, then be
converted from the euro denominated amount into the second local currency. On
July 1, 2002, the local currencies will no longer be legal tender for any
transactions.
The Company has both operating divisions and domestic export customers
located in Europe. In 1999, combined revenues from these sources were
approximately 11% of total revenues. The Company has operations in Germany, the
Netherlands and Spain, which are participating in the euro conversion, and the
United Kingdom, which has elected not to participate at this time. Certain of
our European operations have adopted the euro as their reporting currency,
although many transactions, such as payroll, some billing and vendor invoicing,
still occur in local currencies. The remaining operations located in the
participating countries plan to make the euro the functional currency sometime
during the transition period. The costs associated with the conversion to date
have not been material.
The Company is currently assessing the competitive impact of the euro
conversion on the Company's operations, both in Europe and in the United States.
In markets where sales are made in U.S. dollars, there may be pressures to
denominate sales in the euro, however, exchange risks resulting from these
transactions could be mitigated through hedging. Pressures to price products in
euro may be more urgent for operations located in the United Kingdom,
particularly in the automotive industry, as the European automotive industry is
somewhat dominated by German companies. The currency risk to the operations
located in the United Kingdom could also be hedged, however the risk is greater
on a regional level that the hedging could result in additional costs that could
harm the cost competitiveness of those operations.
RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which addresses the accounting for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. It requires that an entity
recognize all derivatives as either assets or liabilities in the balance sheet
and measure those instruments at fair value. The accounting for gains and losses
resulting from changes in the fair value of a derivative depends on the its
intended use and the resulting designation. In June 1999, the FASB issued SFAS
No. 137, "Accounting for Derivative Instruments and Hedging
Activities -- Deferral of the Effective Date of FASB Statement No. 133." Based
on the new effective date, the Company will adopt the provisions of this
statement in the first quarter of the fiscal year ending November 30, 2001. The
Company has not yet determined the impact this statement will have on its
financial position or the results of its operations.
Other accounting standards issued by the FASB since June 1998 are not applicable
to the Company.
FORWARD-LOOKING STATEMENTS
This Form 10-K contains statements which, to the extent that they are not
recitations of historical fact, constitute "forward-looking statements" within
the meaning of Section 21E of the Securities and Exchange Act of 1934. The words
"estimate," "anticipate," "project," "intend," "believe," "expect," and similar
expressions are intended to identify forward-looking statements. Forward-looking
statements in this report include, but are not limited to (1) statements
regarding future divestitures of divisions under "Item 1. Business -- General
Development of Business;" (2) statements regarding competitive conditions in the
Automotive Group under "Item 1. Business -- Narrative Description of
Business -- The Automotive Group;" (3) statements regarding the quality and
pricing of raw materials under "Item 1. Business -- Narrative Description of
Business -- Other
26
<PAGE> 27
Information;" (4) statements regarding diatomaceous earth and perlite reserves
under "Item 2. Properties -- Mining -- Nevada" and " --Oregon;" (5) statements
regarding the effect of the Plan and the Injunction on future asbestos-related
or lead-related liabilities of the Company and "Item 3. Legal
Proceedings -- Chapter 11 Proceedings;" (6) statements regarding the effect of
the Peoples or Caradon litigation on the Subsidiary's financial condition,
results of operations or cash flows under "Item 3. Legal Proceedings -- Other;"
(7) statements regarding the effect of the Henryetta Smelter Site or the RSR
Smelter Site on the Subsidiary's financial condition, results of operations or
cash flows under "Item 3. Legal Proceedings -- Environmental Matters;" (8)
statements regarding the effect of certain environmental remediation actions and
compliance with environmental laws on the financial condition, results of
operations or cash flows of the Subsidiary or the assessment of penalties in
connection with certain sites under "Item 3. Legal Proceedings -- Environmental
Matters;" (9) statements regarding the effect of the acquisition of Carpenter
under "Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Results of Operations -- 1999 Compared to 1998;" (10)
statements regarding estimated capital expenditures in 2000 under "Item 7.
Management's Discussion and Analysis of Results of Financial Conditions and
Operations -- Financial Condition -- Investing Activities;" (11) statements
regarding the ability of the Company to fund its anticipated liquidity
requirements for the next twelve months under "Item 7 -- Management's Discussion
and Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources;" (12) statements regarding future loss and replacement of
sales under "Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Results of Operations -- 1999 compared to 1998;"
and (13) statements regarding the future impact of the Year 2000 issues under
"Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations -- Year 2000 Readiness Disclosure." Such forward looking
information involves important risks and uncertainties that could materially
alter results in the future from those expressed in any forward-looking
statements made by, or on behalf of, the Company. These risks and uncertainties
include, but are not limited to, the ability of the Company to maintain existing
relationships with customers; the ability of the Company to successfully
implement productivity improvements, cost reduction initiatives and facilities
expansion; the ability of the Company to develop, market and sell new products
and the ability of the Company to continue to comply with environmental laws,
rules and regulations. Other risks and uncertainties include uncertainties
relating to economic conditions, acquisitions and divestitures, government and
regulatory policies, technological develop ments and changes in the competitive
environment in which the Company operates. Persons reading this Form 10-K are
cautioned that such forward-looking statements are only predictions and that
actual events or results may differ materially. In evaluating such statements,
readers should specifically consider the various factors which could cause
actual events or results to differ materially from those indicated by such
forward-looking statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
RISK MANAGEMENT ACTIVITIES
The Company is exposed to market risk, including changes in interest rates,
currency exchange rates, and commodity prices. To manage the volatility relating
to these exposures, the Company enters into hedging instruments pursuant to the
Company's policies. The financial impacts of these instruments are offset by
corresponding changes in the underlying exposures being hedged. The Company does
not hold or issue derivative financial instruments for trading purposes.
Interest Rate Management
The Company's policy is to manage interest cost using a mix of fixed and
variable rate debt. To manage this mix in a cost-efficient manner, the Company
has entered into an interest rate swap, in which the Company agrees to exchange,
at specified intervals, the difference between fixed and variable interest
amounts calculated by reference to a notional principal amount of $150.0
million. This swap is designated to hedge a majority of the loans outstanding
under the Credit Agreement ($217.2 million current balance). For all interest
rate hedges, the rate differential is reflected in current interest expense over
the life of the swaps.
The remaining $67.2 million of the loans outstanding under the Credit
Agreement bear interest at the variable rates described in Note G to the
Consolidated Financial Statements contained in Item 8. In addition, the
27
<PAGE> 28
Company's Receivables Agreement has a current balance of $63.8 million which
bears interest at variable rates equal to market rates on commercial paper
having a term similar to applicable interest periods. Accordingly, the combined
effect of a 1% increase in an application index rate would result in additional
interest expense of $1.3 million per year.
The following table presents information for all dollar-denominated
interest rate instruments. In addition, the Company has several working capital
facilities denominated in deutchmark and pound sterling (see Note G to the
Consolidated Financial Statements in Item 8). The fair value presented below
approximates the cost to settle the outstanding contract.
<TABLE>
<CAPTION>
EXPECTED MATURITY DATE
--------------------------------------------------------------------
2000 2001 2002 2003 2004 THEREAFTER TOTAL FAIR VALUE
(IN MILLIONS OF DOLLARS) ---- ----- ---- ---- ----- ---------- ----- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
LIABILITIES
Long-Term Debt
Variable Rate Debt ($)............. 79.8 20.8 25.6 25.6 137.8 20.2 309.8 309.8
Average Interest Rate........... 7.3% 7.5% 7.5% 7.4% 7.4% 4.6% 7.4%
Fixed Rate ($)..................... -- -- -- -- -- 220.0 220.0 194.0
Average Interest Rate........... 9.4% 9.4% 9.4% 9.4% 9.4% 9.4% 9.4%
INTEREST RATE DERIVATIVES
Interest Rate Swaps
Variable to Fixed ($).............. -- 150.0 -- -- -- -- 150.0 0.7
Average Pay Rate................ 5.81% 5.81% 5.81%
Average Receive Rate............ 5.60% 5.60% 5.60%
</TABLE>
Currency Rate Management
The Company manufactures and sells its products in a number of countries
throughout the world and, as a result, is exposed to movements in foreign
currency exchange rates. The major foreign currency exposures involve the
markets in Western Europe. The primary purpose of the Company's foreign currency
hedging activities is to protect against the volatility associated with (1)
foreign currency purchases of materials and other assets, (2) foreign currency
sales of goods and (3) intercompany purchase transactions. The Company utilizes
forward exchange contracts with duration of generally less than 12 months.
Gains and losses related to hedges of foreign currency firm commitments or
anticipated transactions are included in the basis of the underlying
transactions. To the extent an anticipated transaction is no longer likely to
occur, the related hedge is closed with gains or losses charged to earnings on a
current basis.
In the cases of (1) and (2) above, to the extent an individual transaction
represents significant exposure, the Company places contracts exactly matching
foreign currency supply with requirements. As such, the Company believes these
contracts to be perfected hedges. In the case of (3) above, the Company has
several foreign operations that purchase material from domestic divisions. The
Company will place foreign exchange contracts to cover a portion of anticipated
yearly purchase requirements for these foreign operations. At year end the
Company had foreign currency instruments of this type in notional amounts
totaling $5.7 million. Gains or losses on these instruments were not material.
Credit Risk
Credit risk arising from the inability of a counterparty to meet the terms
of the Company's financial instrument contracts is generally limited to the
amounts, if any, by which the counterparty's obligations exceed the obligations
of the Company. It is the Company's policy to enter into financial instruments
with a diversity of creditworthy counterparties. Therefore, the Company does not
expect to incur material credit losses on its risk management or other financial
instruments.
28
<PAGE> 29
ITEM 8. FINANCIAL STATEMENTS
EAGLE-PICHER HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
<TABLE>
<CAPTION>
THREE MONTHS
NINE MONTHS ENDED YEAR ENDED
YEAR ENDED ENDED FEBRUARY 28, NOVEMBER 30,
NOVEMBER 30, NOVEMBER 30, 1998 1997
1999 1998 PREDECESSOR PREDECESSOR
------------ ------------ ------------- ------------
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
NET SALES............................. $913,261 $645,984 $205,842 $906,077
-------- -------- -------- --------
OPERATING COSTS AND EXPENSES
Cost of products sold (exclusive of
depreciation shown separately
below).............................. 725,840 502,973 162,796 725,010
Selling and administrative............ 75,155 58,460 17,141 77,109
Management compensation -- special.... 556 26,808 2,056 --
Impairment of net assets of operations
to
be sold............................. 21,407 -- -- --
Depreciation.......................... 48,261 29,926 8,983 39,671
Amortization of intangibles........... 16,930 12,317 3,839 16,318
Loss on sale of divisions or assets... 30 30 -- 2,411
-------- -------- -------- --------
888,179 630,514 194,815 860,519
-------- -------- -------- --------
OPERATING INCOME...................... 25,082 15,470 11,027 45,558
Interest expense...................... (49,060) (36,313) (6,940) (31,261)
Other income (expense)................ 3,591 1,779 820 (251)
-------- -------- -------- --------
INCOME (LOSS) BEFORE TAXES............ (20,387) (19,064) 4,907 14,046
INCOME TAXES (BENEFIT)................ (2,800) (4,700) 4,100 17,900
-------- -------- -------- --------
NET INCOME (LOSS)................... (17,587) (14,364) 807 (3,854)
PREFERRED STOCK DIVIDENDS ACCRETED.... (10,569) (7,382) -- --
-------- -------- -------- --------
INCOME (LOSS) APPLICABLE TO COMMON
SHAREHOLDERS........................ $(28,156) $(21,746) $ 807 $ (3,854)
======== ======== ======== ========
BASIC EARNINGS (LOSS) APPLICABLE TO
COMMON SHAREHOLDERS................. $ (28.16) $ (21.74) $ .08 $ (.39)
======== ======== ======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
29
<PAGE> 30
EAGLE-PICHER HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
NOVEMBER 30
<TABLE>
<CAPTION>
1999 1998
----------- -----------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents................................... $ 10,071 $ 13,681
Receivables, less allowances of $1,377 in 1999 and $1,529 in
1998...................................................... 122,499 144,844
Inventories................................................. 90,499 88,873
Net assets of operations to be sold......................... 64,201 --
Prepaid expenses............................................ 7,063 8,338
Deferred income taxes....................................... 16,665 10,851
-------- --------
Total Current Assets.............................. 310,998 266,587
-------- --------
PROPERTY, PLANT AND EQUIPMENT
Land and land improvements.................................. 16,360 18,288
Buildings................................................... 68,889 62,868
Machinery and equipment..................................... 218,526 182,003
Construction in progress.................................... 16,003 15,902
-------- --------
319,778 279,061
Less accumulated depreciation............................... 67,318 30,524
-------- --------
Net Property, Plant and Equipment................. 252,460 248,537
EXCESS OF ACQUIRED NET ASSETS OVER COST, net of accumulated
amortization of $26,212 in 1999 and $12,300 in 1998....... 205,565 228,910
OTHER ASSETS................................................ 72,977 72,293
-------- --------
TOTAL ASSETS...................................... $842,000 $816,327
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
30
<PAGE> 31
EAGLE-PICHER HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
NOVEMBER 30
<TABLE>
<CAPTION>
1999 1998
----------- -----------
(IN THOUSANDS OF DOLLARS,
EXCEPT PER SHARE DATA)
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable............................................ $ 50,588 $ 50,307
Long-term debt -- current portion........................... 86,318 25,173
Compensation and employee benefits.......................... 26,696 32,761
Income taxes................................................ 2,291 6,282
Reorganization items........................................ 11,316 12,480
Other accrued liabilities................................... 25,857 29,019
-------- --------
Total Current Liabilities.............................. 203,066 156,022
-------- --------
LONG-TERM DEBT, less current portion........................ 457,761 459,183
DEFERRED INCOME TAXES....................................... 10,086 8,304
OTHER LONG-TERM LIABILITIES................................. 23,820 24,819
-------- --------
TOTAL LIABILITIES................................. 694,733 648,328
-------- --------
11 3/4% CUMULATIVE REDEEMABLE EXCHANGEABLE PREFERRED STOCK:
Authorized 50,000 Shares; issued and outstanding 14,191
Shares;
mandatorily redeemable @$10,000 per share on March 1,
2008...................................................... 97,956 87,387
-------- --------
SHAREHOLDERS' EQUITY
Class A Common Stock, voting -- $.01 par value each:
authorized 625,001 shares; issued and outstanding 625,001
shares.................................................... 6 6
Class B Common Stock, nonvoting -- $.01 par value each:
authorized 374,999 shares; issued and outstanding 374,999
shares.................................................... 4 4
Additional paid-in capital.................................. 99,991 99,991
Deficit..................................................... (49,902) (21,746)
Accumulated other comprehensive income (loss)............... (788) 2,357
-------- --------
TOTAL SHAREHOLDERS' EQUITY........................ 49,311 80,612
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY........ $842,000 $816,327
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
31
<PAGE> 32
EAGLE-PICHER HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS
NINE MONTHS ENDED YEAR ENDED
YEAR ENDED ENDED FEBRUARY 28, NOVEMBER 30,
NOVEMBER 30, NOVEMBER 30, 1998 1997
1999 1998 PREDECESSOR PREDECESSOR
------------ ------------ ------------ ------------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)............................. $ (17,587) $(14,364) $ 807 $ (3,854)
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating
activities:
Depreciation and amortization............... 68,764 44,309 12,822 55,989
Proceeds from insurance settlements......... -- 14,784 -- --
Impairment of net assets of operations to be
sold..................................... 21,407 -- -- --
Loss on sale of divisions................... -- -- -- 2,411
Changes in assets and liabilities, net of
effects of acquisitions and divestitures:
Receivables............................ 5,283 2,690 (4,705) (14,562)
Income tax refunds receivable.......... 1,297 736 1,024 70,695
Inventories............................ (8,502) 4,378 (2,235) (3,393)
Deferred income taxes.................. (9,400) (11,900) 2,600 15,700
Accounts payable....................... (1,947) 1,522 (2,787) 16,351
Accrued liabilities.................... (9,430) 25,983 (5,488) 7,698
Other.................................. (2,957) 7,409 (11,121) 848
--------- -------- --------- ---------
Net cash provided by (used in)
operating activities................. 46,928 75,547 (9,083) 147,883
--------- -------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of divisions.............. 12,400 7,872 -- 39,007
Acquisitions.................................. (60,251) -- -- --
Capital expenditures.......................... (47,037) (26,260) (5,692) (51,324)
Other......................................... (583) 1,770 (1,042) (1,510)
--------- -------- --------- ---------
Net cash used in investing
activities........................... (95,471) (16,618) (6,734) (13,827)
--------- -------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of long-term debt.................... -- -- 445,000 8,000
Reduction of long-term debt................... (140,776) (5,600) (250,000) (126,039)
Borrowings (repayments) under revolving credit
agreements.................................. 187,614 (57,181) 78,740 4,997
Redemption of common stock.................... -- -- (446,638) --
Issuance of common stock...................... -- -- 100,001 --
Issuance of preferred stock................... -- -- 80,005 --
Debt issuance costs........................... (1,905) (1,435) (26,062) --
--------- -------- --------- ---------
Net cash provided by (used in)
financing activities................. 44,933 (64,216) (18,954) (113,042)
--------- -------- --------- ---------
Net increase (decrease) in cash and cash
equivalents................................... (3,610) (5,287) (34,771) 21,014
CASH AND CASH EQUIVALENTS, BEGINNING OF
PERIOD........................................ 13,681 18,968 53,739 32,725
--------- -------- --------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD........ $ 10,071 $ 13,681 $ 18,968 $ 53,739
========= ======== ========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
32
<PAGE> 33
EAGLE-PICHER HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
YEARS ENDED NOVEMBER 30, 1999 AND 1997, NINE MONTHS ENDED NOVEMBER 30, 1998 AND
THREE MONTHS ENDED FEBRUARY 28, 1998
<TABLE>
<CAPTION>
ACCUMULATED
CLASS A CLASS B ADDITIONAL OTHER
COMMON COMMON COMMON PAID-IN COMPREHENSIVE
STOCK STOCK STOCK CAPITAL DEFICIT INCOME (LOSS)
------- ------- --------- ---------- --------- -------------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C> <C>
BALANCE NOVEMBER 30, 1996....... $-- $-- $ 341,807 $ -- $ -- $ --
Comprehensive Income:
Net loss.................... -- -- -- -- (3,854) --
Foreign currency
translation............... -- -- -- -- -- (1,836)
--- --- --------- ------- --------- -------
BALANCE NOVEMBER 30, 1997....... -- -- 341,807 -- (3,854) (1,836)
Comprehensive Income:
Net income.................. -- -- -- -- 807 --
Foreign currency
translation............... -- -- -- -- -- (1,809)
Redemption of common stock.... -- -- (341,807) -- (104,831) --
Issuance of common stock...... 6 4 -- 99,991 -- --
Revaluation of net assets due
to effects of the
Acquisition................. -- -- -- -- 107,878 3,645
--- --- --------- ------- --------- -------
BALANCE FEBRUARY 28, 1998....... 6 4 -- 99,991 -- --
Comprehensive Income:
Net loss.................... -- -- -- -- (14,364) --
Foreign currency
translation............... -- -- -- -- -- 2,357
Preferred stock dividend
accretion................... -- -- -- -- (7,382) --
--- --- --------- ------- --------- -------
BALANCE NOVEMBER 30, 1998....... 6 4 -- 99,991 (21,746) 2,357
Comprehensive Income:
Net income.................. -- -- -- -- (17,587) --
Foreign currency
translation............... -- -- -- -- -- (3,145)
Preferred stock dividend
accretion................... -- -- -- -- (10,569) --
--- --- --------- ------- --------- -------
BALANCE NOVEMBER 30, 1999....... $ 6 $ 4 $ -- $99,991 $ (49,902) $ (788)
=== === ========= ======= ========= =======
<CAPTION>
TOTAL
SHAREHOLDERS' TOTAL
EQUITY COMPREHENSIVE
(DEFICIT) INCOME (LOSS)
------------- --------------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C>
BALANCE NOVEMBER 30, 1996....... $ 341,807 $ --
Comprehensive Income:
Net loss.................... (3,854) (3,854)
Foreign currency
translation............... (1,836) (1,836)
--------- --------
BALANCE NOVEMBER 30, 1997....... 336,117 $ (5,690)
==============
Comprehensive Income:
Net income.................. 807 807
Foreign currency
translation............... (1,809) (1,809)
Redemption of common stock.... (446,638) --
Issuance of common stock...... 100,001 --
Revaluation of net assets due
to effects of the
Acquisition................. 111,523 --
--------- --------
BALANCE FEBRUARY 28, 1998....... 100,001 $ (1,002)
==============
Comprehensive Income:
Net loss.................... (14,364) (14,364)
Foreign currency
translation............... 2,357 2,357
Preferred stock dividend
accretion................... (7,382) --
--------- --------
BALANCE NOVEMBER 30, 1998....... 80,612 $(12,007)
==============
Comprehensive Income:
Net income.................. (17,587) (17,587)
Foreign currency
translation............... (3,145) (3,145)
Preferred stock dividend
accretion................... (10,569) --
--------- --------
BALANCE NOVEMBER 30, 1999....... $ 49,311 $(20,732)
========= ========
</TABLE>
See accompanying notes to consolidated financial statements.
33
<PAGE> 34
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED NOVEMBER 30, 1999 AND 1997, NINE MONTHS ENDED NOVEMBER 30, 1998 AND
THREE MONTHS ENDED FEBRUARY 28, 1998
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
A. SIGNIFICANT ACCOUNTING POLICIES
Purchase Accounting
Eagle-Picher Holdings, Inc. ("Company") acquired Eagle-Picher Industries,
Inc. ("Subsidiary") on February 24, 1998 ("Acquisition") (See Note B). The
Subsidiary, which is the operating entity, is a wholly-owned subsidiary of the
Company, which was formed as an acquisition vehicle. The Company's results of
operations and cash flows approximate those of the Subsidiary. References will
be to the Company, except for instances where it is more appropriate to
specifically refer to the Subsidiary.
The Acquisition was accounted for as a purchase. The purchase price has
been allocated to the assets and liabilities of the Company based on their
respective fair values as determined primarily by independent appraisals. The
excess of the purchase price over the assessed values of the net assets was
allocated to Excess of Acquired Net Assets Over Cost and is being amortized over
15 years. As a result, the consolidated financial statements relating to
operations after the Acquisition are not comparable to those prior to the
Acquisition. Accordingly, the periods prior the Acquisition have been labeled
"Predecessor."
Principles of Consolidation
The consolidated financial statements of the Company include the accounts
of the Company's subsidiaries which are more than 50% owned and controlled.
Intercompany accounts and transactions have been eliminated. Investments in
unconsolidated affiliates which are at least 20% owned and over which the
Company exercises significant influence are accounted for using the equity
method.
Revenue Recognition
Sales are recognized primarily upon shipment of products except for a
division of the Company that sells products under contracts and subcontracts
with various United States Government agencies and aerospace and defense
contractors. On cost-reimbursable contracts, sales are recognized as costs are
incurred and include a portion of the total estimated earnings to be realized in
the ratio that costs incurred relate to total estimated costs. On fixed-price
contracts, sales are recognized using the percentage of completion method, when
deliveries are made or upon completion of specified tasks. Contract losses are
provided for in their entirety in the period they become known, without regard
to the percentage-of-completion.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect amounts reported in the consolidated financial
statements and accompanying notes. Actual results could differ from those
estimates.
Cash and Cash Equivalents
Marketable securities with original maturities of three months or less are
considered to be cash equivalents.
Financial Instruments
The Company's financial instruments consist primarily of investments in
cash and cash equivalents, receivables and certain other assets as well as
obligations under accounts payable, long-term debt and preferred
34
<PAGE> 35
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
stock. The carrying values of these financial instruments, with the exception of
long-term debt and preferred stock, approximate fair value (See Notes G and I).
Financial instruments, which potentially expose the Company to
concentrations of credit risk, consist primarily of cash and cash equivalents
and trade accounts receivable. The Company conducts periodic credit evaluations
of its customers' financial condition and generally does not require collateral.
The Company's customer base includes all significant automotive manufacturers
and their first tier suppliers in North America and Europe. Although the Company
is directly affected by the well-being of the automotive industry, management
does not believe significant credit risk existed at November 30, 1999.
Inventories
Inventories are valued at the lower of cost or market, which approximates
current replacement cost. A substantial portion of domestic inventories are
valued using the last-in first-out ("LIFO") method while the balance of the
Company's inventories are valued using the first-in first-out method.
Property, Plant and Equipment
The Company records its investment in property, plant and equipment at
cost. The Company provides for depreciation of plant and equipment using the
straight-line method over the estimated lives of the assets which are generally
20 to 40 years for buildings and 3 to 10 years for machinery and equipment.
Improvements which extend the useful life of property are capitalized, while
repair and maintenance costs are charged to operations as incurred. In
accordance with purchase accounting, property, plant and equipment acquired in
the acquisition of a business, including property, plant and equipment in
service at February 24, 1998, are stated at fair value, based on independent
appraisals, as of the date of the acquisition.
Intangible Assets
The excess of acquired net assets over cost is being amortized on a
straight-line basis over 15 years. The recoverability of the asset is evaluated
periodically as events or circumstances indicate a possible inability to recover
its carrying amount. The reorganization value in excess of amounts allocable to
identifiable assets was being amortized using the straight-line method over four
years.
Accounting for Long-Lived Assets
Impairment losses are recorded on long-lived assets used in operations when
impairment indicators are present and the undiscounted cash flows estimated to
be generated by those assets are less than the carrying value of such assets.
Environmental Remediation Costs
The Company accrues for environmental expenses resulting from existing
conditions relating to past operations when the costs are probable and
reasonably estimable. The estimated liabilities are not discounted or reduced
for possible recoveries from insurance carriers.
Income Taxes
Income taxes are provided based upon income for financial statement
purposes. Deferred tax assets and liabilities are established based on the
difference between the financial statement and income tax bases of assets and
liabilities using existing tax rates.
35
<PAGE> 36
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Foreign Currency Translation
Assets and liabilities of foreign subsidiaries are translated at current
exchange rates, and income and expenses are translated using weighted average
exchange rates. Adjustments resulting from translation of financial statements
stated in local currencies generally are excluded from the results of operations
and included in Accumulated Other Comprehensive Income. Gains and losses from
foreign currency transactions are included in the determination of net income
(loss) and were not material.
Reclassifications
Certain prior year amounts have been reclassified to conform with the 1999
consolidated financial statement presentation.
New Accounting Standards
The following three new accounting standards were adopted in the fiscal
year ended November 30, 1999; however, the Company's previously reported
earnings were not affected by their adoption.
Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting
Comprehensive Income," established standards for reporting and display of
comprehensive income and its components. This statement requires the Company to
report, for each period presented, the components of comprehensive income, a
measure of performance that includes all non-owner sources of changes in equity.
In addition to net income, comprehensive income includes unrealized gains and
losses on securities available for sale and foreign currency translation
adjustments.
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information" requires the Company to disclose "operating segments" based on the
way management disaggregates the company for making internal operating
decisions, regardless of how a company defines its operating segments.
Accordingly, the Company's operating segments and presentation of their reported
profit and loss have been realigned to conform. (See Note Q).
SFAS No. 132, "Employers' Disclosures about Pensions and Other
Postretirement Benefits" standardizes disclosure requirements for such plans.
This standard does not change the measurement or recognition of those plans.
In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities," which
addresses the accounting for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging activities.
It requires that an entity recognize all derivatives as either assets or
liabilities in the balance sheet and measure those instruments at fair value.
The accounting for changes in the fair value of a derivative (that is gains and
losses) depends on the intended use of the derivative and the resulting
designation. In June 1999, the FASB issued SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities-Deferral of the Effective Date of
FASB Statement No. 133." Based on the new effective date, the Company will adopt
the provisions of this statement in the first quarter of the fiscal year ending
November 30, 2001. The Company has not yet determined the effects this standard
will have on its financial position or the results of its operations.
Other accounting standards issued by the FASB since June 1998 are not
applicable to the Company.
B. ACQUISITION OF EAGLE-PICHER INDUSTRIES, INC.
On February 24, 1998 ("Closing Date"), the Company, which is a
majority-owned subsidiary of Granaria Industries B.V. ("Granaria Industries"),
acquired the Subsidiary from the Eagle-Picher Industries, Inc. Personal Injury
Settlement Trust ("PI Trust"). The PI Trust was established pursuant to the
Subsidiary's Plan of Reorganization upon its emergence from bankruptcy (See Note
C).
36
<PAGE> 37
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The PI Trust was paid $702,500 in consideration, of which $255,900 was for
repayment of the Senior Sinking Fund Debentures ("Debentures"), held by the PI
Trust, including interest. The Acquisition was funded with the issuance of
625,001 shares of Class A Common Stock and 374,999 shares of Class B Common
Stock to Granaria Industries and its equity partner, the proceeds of which
totaled $100,000. The Company also issued 14,191 shares of 11 3/4% Cumulative
Redeemable Exchangeable Preferred Stock ("Preferred Stock"), the total proceeds
of which were $80,000 (See Note I). The Subsidiary issued $220,000 of 9 3/8%
Senior Subordinated Notes ("Subordinated Notes") and borrowed $225,000 in term
loans and $79,100 in revolving loans under a syndicated senior loan facility
(See Note G).
Fees and expenses related to the Acquisition and the related financing
transactions were approximately $27,500, including fees paid to Granaria
Holdings B.V. ("Granaria Holdings"), which owns a majority of the outstanding
common stock of Granaria Industries (See Note P). Shortly after the Acquisition,
the Company also funded a trust established for the benefit of certain members
of Senior Management (See Note L).
The consolidated financial statements as of and for the three months ended
February 28, 1998 include the effects of the Acquisition as of February 24,
1998. Accordingly, the consolidated statement of income (loss) for the three
months ended February 28, 1998 includes results of operations from (1) December
1, 1997 through February 24, 1998 of the Subsidiary prior to the consummation of
the Acquisition (for clarity, sometimes referred to herein as the "Predecessor
Company ") and (2) the four days ended February 28, 1998 of the Company, which
have been reflected as Predecessor Company due to their immaterial impact on the
results of operations and cash flows.
C. REORGANIZATION AND EMERGENCE FROM CHAPTER 11
On November 18, 1996, the U.S. Bankruptcy Court for the Southern District
of Ohio, Western Division ("Bankruptcy Court"), together with the U.S. District
Court for the Southern District of Ohio, Western Division issued an order
("Confirmation Order") confirming the Third Amended Consolidated Plan of
Reorganization (as confirmed, the "Plan") of the Subsidiary and seven of its
domestic subsidiaries, which became effective on November 29, 1996 ("Effective
Date"). Pursuant to the Plan, all of the common stock of the Subsidiary was
transferred to the Eagle-Picher Industries, Inc. Personal Injury Settlement
Trust (the "PI Trust"), which subsequently sold the stock of the Subsidiary to
the Company. The Confirmation Order, which was affirmed by an appellate court in
December 1998, contains a permanent injunction which precludes holders of
present and future asbestos or lead-related personal injury claims from pursuing
their claims against the reorganized Subsidiary. Those claims are being
channeled to the PI Trust, which is an independently administered qualified
settlement trust which was established to resolve and satisfy those claims. The
Company expects that the channeling injunction provided by Section 524 of the
Bankruptcy Code will prevent any such claimants from prosecuting such claims
against the reorganized Subsidiary. The Company is not aware of any attempt by
any asbestos or lead-related personal injury claimant to nullify the channeling
injunction.
The Plan resulted in the discharge of pre-petition liabilities through the
distribution of cash and securities to the PI Trust and the other creditors. It
is anticipated that a final distribution of approximately $11,300 will be made
to the PI Trust and all other unsecured claimants, other than those holding
convenience claims ("Final Distribution"), when all claims asserted in the
chapter 11 cases prior to the Confirmation Order (other than those channeled to
the PI Trust and the separate trust established to resolve property damage
claims) are resolved. Based on certain assumptions, the Company anticipates that
holders of general unsecured claims will ultimately receive consideration having
value equal to approximately 37% of their allowed claims.
37
<PAGE> 38
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
D. INVENTORIES
Inventories consisted of:
<TABLE>
<CAPTION>
1999 1998
------- -------
<S> <C> <C>
Raw materials and supplies........................... $46,500 $52,657
Work-in-process...................................... 27,702 20,839
Finished goods....................................... 16,391 15,873
------- -------
90,593 89,369
Adjustment to state inventory at LIFO value.......... (94) (496)
------- -------
$90,499 $88,873
======= =======
</TABLE>
The percentage of inventories valued using the LIFO method was 82% in 1999
and 81% in 1998. In conjunction with purchase accounting, new LIFO base layers
were established based on inventory levels at March 1, 1998. The effects of
liquidations of LIFO inventory quantities carried at lower costs prevailing in
prior years were not material.
E. NET ASSETS OF OPERATIONS TO BE SOLD
On September 1, 1999, the Board of Directors approved a plan to explore the
sale of several smaller divisions in addition to the Ross Aluminum Division,
which the Company was already in the process of selling, in order to focus on
core businesses. The sale of the Ross Aluminum Division was completed January
28, 2000 (See Note O). The other divestitures are expected to occur in 2000. The
Company recorded a non-cash provision of $21,407 primarily related to the
impairment of the recorded asset values (including goodwill) of these divisions
which have continued to operate. The impairment was recognized because the
expected net realizable value of certain of the divisions for sale was estimated
to be insufficient to recover the related carrying values of the assets of those
divisions.
The majority of these assets are included in the Automotive segment. These
divisions had aggregate sales of $130,008 in 1999, $94,051 in the nine months
ended November 30, 1998, $30,009 in the three months ended February 28, 1998 and
$117,066 in 1997, and aggregate income (loss) before taxes of $(6,144) in 1999,
$(743) in the nine months ended November 30, 1998, $861 in the three months
ended February 28, 1998, and $2,560 in 1997. The components of the net assets of
operations to be sold as of November 30, 1999 were as follows:
<TABLE>
<S> <C>
Current assets.............................................. $ 37,886
Property and equipment...................................... 40,320
Other assets................................................ 14,466
Current liabilities......................................... (28,471)
--------
Net assets of operations to be sold.................... $ 64,201
========
</TABLE>
F. OTHER ASSETS
Other assets consisted of:
<TABLE>
<CAPTION>
1999 1998
------- -------
<S> <C> <C>
Prepaid pension cost -- Note M......................... $45,167 $42,813
Debt issuance costs, net of accumulated amortization of
$5,615 in 1999 and $2,066 in 1998.................... 20,910 22,430
Other.................................................. 6,900 7,050
------- -------
$72,977 $72,293
======= =======
</TABLE>
The debt issuance costs are being amortized on a straight-line basis over
the term of the related debt.
38
<PAGE> 39
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
G. LONG-TERM DEBT, SHORT TERM BORROWINGS AND LEASE COMMITMENTS
In conjunction with the Acquisition, the Company opened a syndicated senior
secured loan facility ("Credit Agreement") providing $225,000 in term loans
("Term Loans") and a $160,000 revolving credit facility ("Facility"), which is
also available for issuance of letters of credit. In 1999, the Company amended
its Credit Agreement to provide for a) an accounts receivable loan agreement
("Receivables Agreement"); b) an increase in the Facility; and c) the repayment
and cancellation of a portion of the Term Loans. In connection with the
Receivables Agreement, the Company sells its domestic trade receivables on an
ongoing basis to a wholly-owned, consolidated subsidiary, Eagle-Picher
Acceptance Corporation. The receivables are then used as security for loans made
under a separate revolving credit facility providing up to $75,000. The
Receivables Agreement has a maturity of 364 days, but is expected to be renewed
over the term of the Credit Agreement. In addition, the Credit Agreement was
amended to increase the amount available for borrowings and letters of credit
under the Facility from $160,000 to $220,000 and allow the Company to repay two
of the Term Loans outstanding totaling approximately $120,500 without requiring
that the third Term Loan be ratably reduced. At November 30, 1999, letters of
credit totaling $51,812 were outstanding, which together with borrowings of
$136,000, left the Company with $32,188 of borrowing capacity on the Facility.
The Credit Agreement is guaranteed by the Company and the United States
subsidiaries of the Subsidiary. It is secured by the capital stock of the
Subsidiary and the United States subsidiaries of the Subsidiary, up to 65% of
the capital stock of certain foreign subsidiaries and substantially all other
property of the Subsidiary and its United States subsidiaries. The Credit
Agreement contains covenants which restrict or limit the Subsidiary's ability to
declare dividends or redeem capital stock, incur additional debt or liens, alter
existing debt agreements, make loans or investments, form joint ventures,
undergo a change in control or engage in mergers, acquisitions or asset sales.
These covenants also limit the annual amount of capital expenditures and require
the Company to meet certain minimum financial coverages. The Company was in
compliance with all covenants at November 30, 1999.
Long-term debt consisted of:
<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Credit Agreement:
Revolving Credit Facility
7.85%, due 2004........................................ $136,000 $ 19,825
Accounts Receivable Loan Agreement
6.7%, due 2000......................................... 63,750 --
Term Loans:
Traunche A
7.85%, due 2003...................................... 81,156 95,000
Traunche B............................................. -- 49,900
Traunche C............................................. -- 74,900
Senior Subordinated Notes
9 3/8%, due 2008.......................................... 220,000 220,000
Industrial Revenue Bonds
3.3% to 5.25%, due 2005 and 2012.......................... 28,753 18,000
Debt of Foreign Subsidiaries................................ 14,420 6,731
-------- --------
544,079 484,356
Less current portion........................................ 86,318 25,173
-------- --------
Long-term debt, less current portion........................ $457,761 $459,183
======== ========
</TABLE>
The Facility and the remaining Term Loan bear interest, at the Company's
option, of an adjusted LIBOR rate plus 2 1/2% or the bank's prime rate plus
1 1/2%. There is a commitment fee on the Facility equal to 1/2% per annum
39
<PAGE> 40
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
on the undrawn portion of the Facility and fees for letters of credit are equal
to 2 1/2% per annum. If the Company meets certain financial benchmarks, the
interest rate spreads and commitment fees may be reduced. Loans outstanding
under the Receivables Agreement are at variable rates equal to market rates on
commercial paper with fees of 3/4% on the maximum amount available.
In addition to regularly scheduled payments on the Term Loan, the Company
is required to make mandatory prepayments, of 50% of annual excess cash flow as
defined in the Credit Agreement, the net proceeds from the sale of assets
(subject to certain conditions), the net proceeds of new debt issued and 50% of
the net proceeds of any equity securities issued. No excess cash flow payment is
due for the year ended November 30, 1999.
In 1998, the Company entered into a three year interest rate swap agreement
("Swap Agreement") to manage its variable interest rate exposure. Per the terms
of the Swap Agreement, the Company exchanges, at specified intervals, the
difference between fixed and variable interest amounts based on a notional
principal amount of $150,000. The Swap Agreement effectively fixes the interest
rate on $150,000 of the debt under the Credit Agreement at 5.805% plus the
applicable spread for the duration of the interest rate swap. The difference
between the amount of interest to be paid and the amount of interest to be
received under the Swap Agreement due to changing interest rates is charged or
credited to interest expense over the life of the agreement. The fair value of
the Swap Agreement, which was determined using discounted cash flow analysis
based on current rates offered for similar issues of debt, is approximately
$700. As of November 30, 1999, $217,156 in debt was outstanding under the Credit
Agreement, of which interest on $150,000 is essentially fixed by the Swap
Agreement. Loans under the Receivables Agreement bear interest at a variable
rate equal to market rates on commercial paper having a term similar to
applicable interest periods. $130,906 of debt outstanding bears interest at
variable rates under either the Credit Agreement or Receivables Agreement.
Accordingly, the effect of a one percent increase in the applicable index rates
would result in additional interest expense of approximately $1,309 annually,
assuming no change in the level of borrowing.
The Subordinated Notes, which are unsecured, are redeemable at the option
of the Company, in whole or in part, any time after February 28, 2003 at set
redemption prices. The Company may also redeem up to 35% of the aggregate
principal amount of the Subordinated Notes prior to March 1, 2001 at a set
redemption price provided certain conditions are met. The Company is also
required to offer to purchase the Subordinated Notes at a set redemption price
should there be a change in control. The Indenture for the Subordinated Notes
contains covenants which restrict or limit the Subsidiary's ability to declare
or pay dividends, incur additional debt or liens, issue stock, engage in
affiliate transactions, undergo a change in control or sell assets. The Company
is in compliance with these covenants at November 30, 1999. The Subordinated
Notes are also guaranteed by the Company and the United States subsidiaries of
the Subsidiary.
The Company's industrial revenue bonds bear interest at variable rates
based on the market for similar issues and are secured by letters of credit.
Several of the Company's foreign subsidiaries have entered into agreements
with various banks which provide lines of credit totaling approximately $21,460
at November 30, 1999. At November 30, 1999, $14,420 of borrowings were
outstanding leaving $7,040 in borrowing capacity. These agreements, which are
unsecured, are either committed lines of credit expiring in 2002 or short-term
money market or overdraft facilities, generally due on demand or within a year.
The annual rates of interest on these lines of credit generally range from .75%
to 1.5% over the banks' base rates. The commitment fees range from .35% to .5%
per annum on the unused portion of the committed facilities. These agreements
also contain covenants which include minimum financial requirements. Certain of
the Company's foreign subsidiaries did not meet the minimum financial
requirement covenant of one of these credit facilities as of November 30, 1999;
however, the Company has received the necessary waivers from the lender.
Long term debt had an estimated fair value of approximately $518,000 and
$471,000 at November 30, 1999 and 1998, respectively. The estimated fair value
of long-term debt was calculated based on market prices for
40
<PAGE> 41
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
publicly traded issues and was calculated using discounted cash flow analysis
based on current rates offered for similar issues for all other long-term debt.
The Company paid interest of $46,931 in 1999, $28,886 in the nine months
ended November 30, 1998, $6,390, which included the interest paid on the
Debentures at the time of the Acquisition, in the three months ended February
28, 1998 and $31,044 in 1997.
Long-term debt is scheduled to mature over the next five years as follows:
$86,318 in 2000, $20,795 in 2001, $33,797 in 2002, $25,569 in 2003, and $137,800
in 2004.
LEASE COMMITMENTS
Future minimum rental commitments over the next five years as of November
30, 1999 under noncancellable operating leases, which expire at various dates,
are as follows: $4,250 in 2000, $2,050 in 2001, $800 in 2002, $475 in 2003 and
$200 in 2004. Rental expense was approximately $5,200 in 1999, $3,700 in the
nine months ended November 30, 1998, $1,200 in the three months ended February
28, 1998 and $4,900 in 1997.
H. SUPPLEMENTAL GUARANTOR INFORMATION (UNAUDITED)
Both the Credit Agreement and the Subordinated Notes, which were issued by
the Subsidiary ("Issuer"), are guaranteed on a full, unconditional, and joint
and several basis by the Company and certain of the Subsidiary's wholly-owned
domestic subsidiaries ("Subsidiary Guarantors") including Eagle-Picher
Acceptance Corporation and Carpenter Enterprises, Ltd. Management has determined
that full financial statements and other disclosures concerning the Subsidiary
or the Subsidiary Guarantors would not be material to investors and such
financial statements are not presented. The following unaudited supplemental
condensed combining financial statements present information regarding the
Subsidiary, the Subsidiary Guarantors and the subsidiaries that did not
guarantee the debt.
The Subsidiary and the Subsidiary Guarantors are subject to restrictions on
the payment of dividends under the terms of both the Credit Agreement and the
Indenture supporting the subordinated notes.
41
<PAGE> 42
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME (LOSS) (UNAUDITED)
YEAR ENDED NOVEMBER 30, 1999
<TABLE>
<CAPTION>
GUARANTORS
--------------------------- NON-GUARANTORS
EAGLE-PICHER SUBSIDIARY FOREIGN
ISSUER HOLDINGS, INC. GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
------ -------------- ---------- -------------- ------------ -----
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C> <C>
Net Sales
Customers................... $215,848 $ -- $582,723 $114,690 $ -- $913,261
Intercompany................ 12,619 -- 15,551 11,249 (39,419) --
Operating Costs and Expenses:
Cost of products sold
(exclusive of
depreciation)............. 172,012 -- 482,892 110,331 (39,395) 725,840
Selling and
administrative............ 41,049 5 22,701 11,599 (199) 75,155
Management compensation --
special................... 556 -- -- -- -- 556
Impairment of net assets of
operations to be sold..... 9,630 -- 1,635 10,142 -- 21,407
Intercompany charges........ (9,816) -- 9,817 (200) 199 --
Depreciation................ 10,316 -- 32,977 4,968 -- 48,261
Amortization of
intangibles............... 5,539 -- 10,420 971 -- 16,930
(Gain) loss on sale of
assets.................... (107) -- 109 28 -- 30
-------- -------- -------- -------- -------- --------
Total................ 229,179 5 560,551 137,839 (39,395) 888,179
-------- -------- -------- -------- -------- --------
Operating Income (Loss)....... (712) (5) 37,723 (11,900) (24) 25,082
Other Income (Expense)
Interest expense............ (21,247) -- (24,709) (4,297) 1,193 (49,060)
Other income (expense)...... 1,101 -- 3,596 87 (1,193) 3,591
Equity in earnings (loss) of
consolidated
subsidiaries.............. (10,957) (17,587) 416 -- 28,128 --
-------- -------- -------- -------- -------- --------
Income (Loss) Before Taxes.... (31,815) (17,592) 17,026 (16,110) 28,104 (20,387)
Income Taxes (Benefit)........ (14,673) -- 9,679 2,194 -- (2,800)
-------- -------- -------- -------- -------- --------
Net Income (Loss)............. $(17,142) $(17,592) $ 7,347 $(18,304) $ 28,104 $(17,587)
======== ======== ======== ======== ======== ========
</TABLE>
42
<PAGE> 43
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
SUPPLEMENTAL CONDENSED COMBINED BALANCE SHEETS (UNAUDITED)
AS OF NOVEMBER 30, 1999
<TABLE>
<CAPTION>
GUARANTORS
--------------------------- NON-GUARANTORS
EAGLE-PICHER SUBSIDIARY FOREIGN
ISSUER HOLDINGS, INC. GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
------ -------------- ---------- -------------- ------------ -----
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents......... $ 4,064 $ 1 $ 870 $ 5,088 $ 48 $ 10,071
Receivables, net.................. 13,428 -- 92,721 16,350 -- 122,499
Intercompany accounts
receivable...................... 8,368 -- 12,255 455 (21,078) --
Inventories....................... 24,211 -- 57,014 10,618 (1,344) 90,499
Net assets of operations to be
sold............................ 46,641 -- 6,839 10,721 -- 64,201
Prepaid expenses.................. 1,783 -- 4,355 925 -- 7,063
Deferred income taxes............. 16,665 -- -- -- -- 16,665
-------- -------- -------- -------- --------- --------
Total current assets.......... 115,160 1 174,054 44,157 (22,374) 310,998
Property, Plant & Equipment,
net............................. 42,001 -- 184,295 26,197 (33) 252,460
Investment in Subsidiaries........ 109,009 148,054 6,834 -- (263,897) --
Excess of Acquired Net Assets Over
Cost net........................ 50,799 -- 142,051 12,715 -- 205,565
Other Assets...................... 49,460 -- 22,859 625 33 72,977
-------- -------- -------- -------- --------- --------
Total Assets.................. $366,429 $148,055 $530,093 $ 83,694 $(286,271) $842,000
======== ======== ======== ======== ========= ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable.................. $ 9,928 $ -- $ 35,837 $ 4,823 $ -- $ 50,588
Intercompany accounts payable..... 124 -- -- 7,588 (7,712) --
Long-term debt -- current
portion......................... 16,374 -- 63,750 6,194 -- 86,318
Income taxes...................... 1,826 -- -- 465 -- 2,291
Other current liabilities......... 37,870 -- 22,970 3,486 (457) 63,869
-------- -------- -------- -------- --------- --------
Total current liabilities..... 66,122 -- 122,557 22,556 (8,169) 203,066
Long-term Debt -- less current
portion......................... 449,534 -- 7,836 8,227 (7,836) 457,761
Deferred Income Taxes............. 10,086 -- -- -- -- 10,086
Other Long-Term Liabilities....... 23,047 5 -- 768 -- 23,820
-------- -------- -------- -------- --------- --------
Total liabilities............. 548,789 5 130,393 31,551 (16,005) 694,733
Intercompany Accounts............. (344,941) -- 324,500 36,660 (16,219) --
11 3/4% Cumulative Redeemable
Exchangeable Preferred Stock.... -- 97,956 -- -- -- 97,956
Shareholders' Equity.............. 162,581 50,094 75,200 15,483 (254,047) 49,311
-------- -------- -------- -------- --------- --------
Total Liabilities and
Shareholders' Equity....... $366,429 $148,055 $530,093 $ 83,694 $(286,271) $842,000
======== ======== ======== ======== ========= ========
</TABLE>
43
<PAGE> 44
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF CASH FLOW (UNAUDITED)
YEAR ENDED NOVEMBER 30, 1999
<TABLE>
<CAPTION>
GUARANTORS
--------------------------- NON-GUARANTORS
EAGLE-PICHER SUBSIDIARY FOREIGN
ISSUER HOLDINGS, INC. GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
------ -------------- ---------- -------------- ------------ -----
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income (Loss)........... $ (17,142) $(17,592) $ 7,347 $(18,304) $ 28,104 $ (17,587)
Adjustments to reconcile net
income (loss) to cash
provided by (used in)
operating activities:
Equity in earnings (loss)
of consolidated
subsidiaries............ 10,957 17,587 (416) -- (28,128) --
Depreciation and
amortization............ 19,218 -- 43,607 5,939 -- 68,764
Impairment of net assets
of operations to be
sold.................... 9,630 -- 1,635 10,142 -- 21,407
Changes in assets and
liabilities, net of
effect of acquisitions
and divestitures........ (14,057) 5 (23,676) (993) 13,065 (25,656)
--------- -------- -------- -------- --------- ---------
Net cash provided by (used
in) operating
activities.............. 8,606 -- 28,497 (3,216) 13,041 46,928
--------- -------- -------- -------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Proceeds from sale of
division.................. 12,400 -- -- -- -- 12,400
Acquisition of division..... -- -- (60,251) -- -- (60,251)
Capital expenditures........ (5,238) -- (31,986) (9,813) -- (47,037)
Other....................... 2,339 -- 617 (1,589) (1,950) (583)
--------- -------- -------- -------- --------- ---------
Net cash provided by (used
in) investing
activities.............. 9,501 -- (91,620) (11,402) (1,950) (95,471)
--------- -------- -------- -------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Reduction of long-term
debt...................... (140,776) -- -- -- -- (140,776)
Borrowings (repayments)
under revolving credit
agreements................ 116,175 -- 63,750 7,689 -- 187,614
Other....................... (54) -- (1,851) -- -- (1,905)
--------- -------- -------- -------- --------- ---------
Net cash provided by (used
in) financing
activities.............. (24,655) -- 61,899 7,689 -- 44,933
--------- -------- -------- -------- --------- ---------
Increase (decrease) in cash
and cash equivalents...... (6,548) -- (1,224) (6,929) 11,091 (3,610)
Intercompany accounts....... 3,148 -- 1,382 6,892 (11,422) --
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD....... 7,464 1 712 5,125 379 13,681
--------- -------- -------- -------- --------- ---------
CASH AND CASH EQUIVALENTS,
END OF PERIOD............. $ 4,064 $ 1 $ 870 $ 5,088 $ 48 $ 10,071
========= ======== ======== ======== ========= =========
</TABLE>
44
<PAGE> 45
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME (LOSS) (UNAUDITED)
NINE MONTHS ENDED NOVEMBER 30, 1998
<TABLE>
<CAPTION>
GUARANTORS
--------------------------- NON-GUARANTORS
EAGLE-PICHER SUBSIDIARY FOREIGN
ISSUER HOLDINGS, INC GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
------ -------------- ---------- -------------- ------------ -----
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C> <C>
Net Sales
Customers...................... $195,851 $ -- $374,337 $75,796 $ -- $645,984
Intercompany................... 10,815 -- 6,388 5,157 (22,360) --
Operating Costs and Expenses:
Cost of products sold
(exclusive of
depreciation)............... 153,633 -- 303,517 68,074 (22,251) 502,973
Selling and administrative..... 33,481 -- 17,439 7,672 (132) 58,460
Management compensation --
special..................... 26,808 -- -- -- -- 26,808
Intercompany charges........... (5,919) -- 5,919 (132) 132 --
Depreciation................... 8,810 -- 18,196 3,142 (222) 29,926
Amortization of intangibles.... 4,259 -- 7,317 741 -- 12,317
(Gain) loss on sale of
assets...................... (25) -- 18 37 -- 30
-------- -------- -------- ------- -------- --------
Total.......................... 221,047 -- 352,406 79,534 (22,473) 630,514
-------- -------- -------- ------- -------- --------
Operating Income (Loss)............ (14,381) -- 28,319 1,419 113 15,470
Other Income (Expense)
Interest expense............... (35,888) -- -- (425) -- (36,313)
Other income................... 978 -- 313 490 (2) 1,779
Equity in earnings (loss) of
consolidated subsidiaries... 20,627 (14,363) 164 -- (6,428) --
-------- -------- -------- ------- -------- --------
Income (Loss) Before Taxes......... (28,664) (14,363) 28,796 1,484 (6,317) (19,064)
Income Taxes (Benefit)............. (14,353) -- 7,803 1,850 -- (4,700)
-------- -------- -------- ------- -------- --------
Net Income (Loss).................. $(14,311) $(14,363) $ 20,993 $ (366) $ (6,317) $(14,364)
======== ======== ======== ======= ======== ========
</TABLE>
45
<PAGE> 46
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME (LOSS) (UNAUDITED)
THREE MONTHS ENDED FEBRUARY 28, 1998
PREDECESSOR
<TABLE>
<CAPTION>
NON-GUARANTORS
SUBSIDIARY FOREIGN
ISSUER GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
------ ---------- -------------- ------------ -----
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C>
Net Sales
Customers............................... $61,071 $123,181 $21,590 $ -- $205,842
Intercompany............................ 3,381 2,421 1,451 (7,253) --
Operating Costs and Expenses:
Cost of products sold (exclusive of
depreciation)........................ 48,329 102,771 18,772 (7,076) 162,796
Selling and administrative.............. 9,673 5,167 2,301 -- 17,141
Intercompany charges.................... (2,172) 2,172 -- -- --
Depreciation............................ 2,823 5,220 940 -- 8,983
Amortization of intangibles............. 765 3,064 10 -- 3,839
Management compensation-special......... 2,056 -- -- -- 2,056
------- -------- ------- ------- --------
Total................................... 61,474 118,394 22,023 (7,076) 194,815
------- -------- ------- ------- --------
Operating Income (Loss)..................... 2,978 7,208 1,018 (177) 11,027
Other Income (Expense)
Interest expense........................ (6,844) -- (96) -- (6,940)
Other income (expense).................. 812 333 (325) -- 820
Equity in earnings (loss) of
consolidated subsidiaries............ 4,785 (270) -- (4,515) --
------- -------- ------- ------- --------
Income (Loss) Before Taxes.................. 1,731 7,271 597 (4,692) 4,907
Income Taxes................................ 1,083 2,486 531 -- 4,100
------- -------- ------- ------- --------
Net Income (Loss)........................... $ 648 $ 4,785 $ 66 $(4,692) $ 807
======= ======== ======= ======= ========
</TABLE>
46
<PAGE> 47
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
SUPPLEMENTAL CONDENSED COMBINED BALANCE SHEETS (UNAUDITED)
AS OF NOVEMBER 30, 1998
<TABLE>
<CAPTION>
GUARANTORS
--------------------------- NON-GUARANTORS
EAGLE-PICHER SUBSIDIARY FOREIGN
ISSUER HOLDINGS, INC. GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
------ -------------- ---------- -------------- ------------ -----
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents...... $ 7,464 $ 1 $ 712 $ 5,125 $ 379 $ 13,681
Receivables, net............... 52,197 -- 70,418 22,229 -- 144,844
Intercompany accounts
receivable................... 3,414 -- 3,874 154 (7,442) --
Inventories.................... 30,755 -- 43,708 15,785 (1,375) 88,873
Prepaid expenses............... 4,073 -- 3,614 651 -- 8,338
Deferred income taxes.......... 10,851 -- -- -- -- 10,851
--------- -------- -------- ------- --------- --------
Total current assets....... 108,754 1 122,326 43,944 (8,438) 266,587
Property, Plant & Equipment,
net.......................... 66,500 -- 143,872 38,165 -- 248,537
Investment in Subsidiaries..... 113,265 165,641 6,416 -- (285,322) --
Excess of Assets Acquired Over
Cost, net.................... 78,838 -- 136,253 13,819 -- 228,910
Other Assets................... 54,187 -- 17,675 431 -- 72,293
--------- -------- -------- ------- --------- --------
Total Assets............... $ 421,544 $165,642 $426,542 $96,359 $(293,760) $816,327
========= ======== ======== ======= ========= ========
LIABILITIES AND SHAREHOLDERS'
EQUITY
Accounts payable............... $ 15,064 $ -- $ 24,648 $10,595 $ -- $ 50,307
Intercompany accounts
payable...................... 85 -- 16 7,561 (7,662) --
Long-term debt -- current
portion...................... 18,777 -- -- 6,396 -- 25,173
Income taxes................... 5,296 -- -- 986 -- 6,282
Other current liabilities...... 45,744 -- 24,464 4,052 -- 74,260
--------- -------- -------- ------- --------- --------
Current liabilities........ 84,966 -- 49,128 29,590 (7,662) 156,022
Long-term Debt -- less current
portion...................... 458,848 -- -- 335 -- 459,183
Deferred income taxes.......... 8,304 -- -- -- -- 8,304
Other Long-term Liabilities.... 24,819 -- -- -- -- 24,819
--------- -------- -------- ------- --------- --------
Total Liabilities.......... 576,937 -- 49,128 29,925 (7,662) 648,328
Intercompany Accounts.......... (326,706) -- 309,571 29,768 (12,633) --
11 3/4% Cumulative Redeemable
Exchangeable Preferred
Stock........................ -- 87,387 -- -- -- 87,387
Shareholders' Equity........... 171,313 78,255 67,843 36,666 (273,465) 80,612
--------- -------- -------- ------- --------- --------
Total Liabilities and
Shareholders' Equity.... $ 421,544 $165,642 $426,542 $96,359 $(293,760) $816,327
========= ======== ======== ======= ========= ========
</TABLE>
47
<PAGE> 48
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF CASH FLOWS (UNAUDITED)
NINE MONTHS ENDED NOVEMBER 30, 1998
<TABLE>
<CAPTION>
GUARANTORS
--------------------------- NON-GUARANTORS
EAGLE-PICHER SUBSIDIARY FOREIGN
ISSUER HOLDINGS, INC. GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
------ -------------- ---------- -------------- ------------ -----
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income (Loss)............... $(14,311) $(14,363) $ 20,993 $ (366) $(6,317) $(14,364)
Adjustments to reconcile net
income (loss) to cash provided
by (used in) operating
activities:
Equity in earnings (loss) of
consolidated................ (20,627) 14,363 (164) -- 6,428 --
subsidiaries Depreciation and
amortization................ 15,135 -- 25,513 3,883 (222) 44,309
Proceeds from insurance
settlement.................. 14,784 -- -- -- -- 14,784
Changes in assets and
liabilities................. 18,960 -- 13,808 (1,263) (687) 30,818
-------- -------- -------- ------- ------- --------
Net cash provided by (used in)
operating activities........ 13,941 -- 60,150 2,254 (798) 75,547
-------- -------- -------- ------- ------- --------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Proceeds from sale of
divisions..................... 7,872 -- -- -- -- 7,872
Capital expenditures............ (7,793) -- (10,062) (8,405) -- (26,260)
Other........................... (2,793) -- (53) 2,188 2,428 1,770
-------- -------- -------- ------- ------- --------
Net cash provided by (used in)
investing activities........ (2,714) -- (10,115) (6,217) 2,428 (16,618)
-------- -------- -------- ------- ------- --------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Reduction of long-term debt..... (5,600) -- -- -- -- (5,600)
Borrowings (repayments) on
revolving credit agreement.... (59,275) -- -- 2,094 -- (57,181)
Other........................... (1,435) -- -- -- -- (1,435)
-------- -------- -------- ------- ------- --------
Net cash provided by (used in)
financing activities........ (66,310) -- -- 2,094 -- (64,216)
-------- -------- -------- ------- ------- --------
Increase (decrease) in cash and
cash equivalents.............. (55,083) -- 50,035 (1,869) 1,630 (5,287)
Intercompany accounts........... 50,432 -- (50,468) 1,481 (1,445) --
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD........... 12,115 1 1,145 5,513 194 18,968
-------- -------- -------- ------- ------- --------
CASH AND CASH EQUIVALENTS, END
OF PERIOD..................... $ 7,464 $ 1 $ 712 $ 5,125 $ 379 $ 13,681
======== ======== ======== ======= ======= ========
</TABLE>
48
<PAGE> 49
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THREE MONTHS ENDED FEBRUARY 28, 1998
PREDECESSOR
<TABLE>
<CAPTION>
GUARANTORS
--------------------------- NON-GUARANTORS
EAGLE-PICHER SUBSIDIARY FOREIGN
ISSUER HOLDINGS, INC. GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
------ -------------- ---------- -------------- ------------ -----
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income (Loss)............. $ 648 $ -- $ 4,785 $ 66 $ (4,692) $ 807
Adjustments to reconcile net
income (loss) to cash
provided by (used in)
operating activities:
Equity in earnings (loss) of
consolidated
subsidiaries.............. (4,785) -- 270 -- 4,515 --
Depreciation and
amortization.............. 3,588 -- 8,284 950 -- 12,822
Changes in assets and
liabilities, net of effect
of divestitures........... (16,059) -- (9,247) 2,019 575 (22,712)
--------- --------- ------- ------- --------- ---------
Net cash provided by (used
in) operating
activities................ (16,608) -- 4,092 3,035 398 (9,083)
--------- --------- ------- ------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Investment in Subsidiary...... -- (180,005) -- -- 180,005 --
Capital expenditures.......... (2,300) -- (1,833) (1,559) -- (5,692)
Other......................... (956) -- 65 (846) 695 (1,042)
--------- --------- ------- ------- --------- ---------
Net cash provided by (used
in) investing
activities................ (3,256) (180,005) (1,768) (2,405) 180,700 (6,734)
--------- --------- ------- ------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Issuance of long-term debt.... 445,000 -- -- -- -- 445,000
Reduction of long-term debt... (250,000) -- -- -- -- (250,000)
Borrowings (repayments) on
revolving credit
agreements.................. 79,100 -- -- (360) -- 78,740
Redemption of common stock.... (446,638) -- -- -- -- (446,638)
Issuance of common stock...... 180,005 100,001 -- -- (180,005) 100,001
Issuance of preferred stock... -- 80,005 -- -- -- 80,005
Debt issue cost............... (26,062) -- -- -- -- (26,062)
--------- --------- ------- ------- --------- ---------
Net cash provided by (used
in) financing
activities................ (18,595) 180,006 -- (360) (180,005) (18,954)
--------- --------- ------- ------- --------- ---------
Increase (decrease) in cash
and cash equivalents........ (38,459) 1 2,324 270 1,093 (34,771)
Intercompany accounts......... 1,740 -- (1,740) 899 (899) --
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD......... 48,834 -- 561 4,344 -- 53,739
--------- --------- ------- ------- --------- ---------
CASH AND CASH EQUIVALENTS, END
OF PERIOD................... $ 12,115 $ 1 $ 1,145 $ 5,513 $ 194 $ 18,968
========= ========= ======= ======= ========= =========
</TABLE>
49
<PAGE> 50
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME (LOSS) (UNAUDITED)
YEAR ENDED NOVEMBER 30, 1997
PREDECESSOR
<TABLE>
<CAPTION>
NON-GUARANTORS
------------------------
SUBSIDIARY FOREIGN DIVESTED
ISSUER GUARANTORS SUBSIDIARIES DIVISIONS ELIMINATIONS TOTAL
------ ---------- ------------ --------- ------------ -----
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C> <C>
Net Sales
Customers............................ $255,330 $489,304 $82,839 $78,604 $ -- $906,077
Intercompany......................... 12,345 9,212 5,775 29 (27,361) --
Operating Costs and Expenses
Cost of products sold (exclusive of
depreciation)...................... 202,259 406,706 71,144 71,688 (26,787) 725,010
Selling and administrative........... 42,766 22,280 7,756 4,624 (317) 77,109
Intercompany charges................. (11,015) 9,055 -- 1,960 -- --
Depreciation......................... 11,523 21,001 3,609 3,538 -- 39,671
Amortization of intangibles.......... 3,254 13,030 34 -- -- 16,318
Loss on sale of divisions............ 699 1,712 -- -- -- 2,411
-------- -------- ------- ------- -------- --------
Total.............................. 249,486 473,784 82,543 81,810 (27,104) 860,519
Operating Income (Loss)................ 18,189 24,732 6,071 (3,177) (257) 45,558
Other Income (Expense)
Interest expense..................... (30,932) (131) (202) -- 4 (31,261)
Other income (expense)............... 1,105 147 (231) 113 (1,385) (251)
Equity in earnings of consolidated
subsidiaries....................... 23,034 731 -- -- (23,765) --
-------- -------- ------- ------- -------- --------
Income (Loss) Before Taxes............. 11,396 25,479 5,638 (3,064) (25,403) 14,046
Income Taxes........................... 9,659 8,719 (636) 158 -- 17,900
-------- -------- ------- ------- -------- --------
Net Income (Loss)...................... $ 1,737 $ 16,760 $ 6,274 $(3,222) $(25,403) $ (3,854)
======== ======== ======= ======= ======== ========
</TABLE>
50
<PAGE> 51
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF CASH FLOWS (UNAUDITED)
YEAR ENDED NOVEMBER 30, 1997
PREDECESSOR
<TABLE>
<CAPTION>
NON-GUARANTORS
------------------------
SUBSIDIARY FOREIGN DIVESTED
ISSUER GUARANTORS SUBSIDIARIES DIVISIONS ELIMINATIONS TOTAL
------ ---------- ------------ --------- ------------ -----
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss).................... $ 1,737 $ 16,760 $ 6,274 $(3,222) $(25,403) $ (3,854)
Adjustments to reconcile net income
(loss) to net cash provided by
(used in) operating activities:
Equity in earnings of
unconsolidated subsidiaries...... (23,034) (731) -- -- 23,765 --
Depreciation and amortization...... 14,777 34,031 3,643 3,538 -- 55,989
Loss on sale of divisions.......... 699 1,712 -- -- -- 2,411
Changes in assets and liabilities,
net of effect of divestitures:
Income tax refunds receivable...... 70,695 -- -- -- -- 70,695
Working capital and other.......... 14,016 9,991 (5,655) 3,051 1,239 22,642
--------- -------- -------- ------- -------- ---------
Net cash provided by (used in)
operating activities.......... 78,890 61,763 4,262 3,367 (399) 147,883
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of divisions...... 30,735 8,272 -- -- -- 39,007
Capital expenditures................. (8,454) (31,396) (10,694) (780) -- (51,324)
Other................................ (1,670) 50 (1,271) (4) 1,385 (1,510)
--------- -------- -------- ------- -------- ---------
Net cash provided by (used in)
investing activities.......... 20,611 (23,074) (11,965) (784) 1,385 (13,827)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of long-term debt........... 8,000 -- -- -- -- 8,000
Reduction of long-term debt.......... (126,039) -- -- -- -- (126,039)
Borrowings (repayments) under
revolving credit agreements........ -- -- 4,997 -- -- 4,997
--------- -------- -------- ------- -------- ---------
Net cash provided by (used in)
financing activities.......... (118,039) -- 4,997 -- -- (113,042)
--------- -------- -------- ------- -------- ---------
Increase (decrease) in cash and cash
equivalents........................ (18,538) 38,689 (2,706) 2,583 986 21,014
Intercompany accounts................ 41,283 (38,681) 1,065 (2,681) (986) --
CASH AND CASH EQUIVALENTS, BEGINNING
OF PERIOD.......................... 26,089 553 5,985 98 -- 32,725
--------- -------- -------- ------- -------- ---------
CASH AND CASH EQUIVALENTS, END OF
PERIOD............................. $ 48,834 $ 561 $ 4,344 $ -- $ -- $ 53,739
========= ======== ======== ======= ======== =========
</TABLE>
51
<PAGE> 52
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
I. 11 3/4% CUMULATIVE REDEEMABLE EXCHANGEABLE PREFERRED STOCK
In conjunction with the Acquisition, the Company issued 14,191 shares of 11
3/4% Cumulative Redeemable Exchangeable Preferred Stock. The Preferred Stock had
an initial liquidation preference of $5,637.70 per share which accretes during
the first five years after issuance at 11 3/4% per annum, compounded
semiannually, ultimately reaching $10,000 per share on March 1, 2003. No
dividends will accrue prior to March 1, 2003, but will be cumulative at 11 3/4%
per annum thereafter. The Preferred Stock is mandatorily redeemable by the
Company on March 1, 2008 or earlier under certain circumstances, but may be
redeemed at the option of the Company, in whole or in part, at any time after
February 28, 2003 at set redemption prices. At that time, the Company may also
exchange all of the Preferred Stock for 11 3/4% Exchange Debentures with similar
terms. The Company may also redeem up to 35% of the shares of Preferred Stock
outstanding prior to March 1, 2001 at a set redemption price provided certain
conditions are met. The Company is also required to offer to purchase the
Preferred Stock should there be a change in control of the Company. Holders of
Preferred Stock have no voting rights except in certain circumstances. The terms
of the Preferred Stock contain covenants similar to the covenants in the
Subordinated Notes. The Company is in compliance with these covenants as of
November 30, 1999. The Preferred Stock had an estimated fair value of $72,374 at
November 30, 1999. The estimated fair value was calculated based on the market
price as this is a publicly traded issue.
52
<PAGE> 53
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
J. INCOME TAXES
The following is a summary of the components of income taxes (benefit) from
operations:
<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
NOVEMBER 30, FEBRUARY 28,
1999 1998 1998 1997
------- ----------------- ------------------ -----------
PREDECESSOR PREDECESSOR
<S> <C> <C> <C> <C>
Current:
Federal.............................. $ 4,300 $ 4,600 $ 500 $ 1,000
Foreign.............................. 2,200 1,900 550 (600)
State and local...................... 100 700 450 1,800
------- -------- ------ -------
6,600 7,200 1,500 2,200
------- -------- ------ -------
Deferred:
Federal.............................. (8,950) (11,900) 2,300 11,300
Other................................ (450) -- 300 4,400
------- -------- ------ -------
(9,400) (11,900) 2,600 15,700
------- -------- ------ -------
$(2,800) $ (4,700) $4,100 $17,900
======= ======== ====== =======
</TABLE>
The sources of income (loss) before income taxes (benefit) are as follows:
<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
NOVEMBER 30, FEBRUARY 28,
1999 1998 1998 1997
-------- ----------------- ------------------ -----------
PREDECESSOR PREDECESSOR
<S> <C> <C> <C> <C>
United States......................... $(18,896) $(21,822) $4,328 $ 7,873
Foreign............................... (1,491) 2,758 579 6,173
-------- -------- ------ -------
$(20,387) $(19,064) $4,907 $14,046
======== ======== ====== =======
</TABLE>
The differences between the total income tax expense from operations and
the income tax expense computed using the Federal income tax rate were as
follows:
<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
NOVEMBER 30, FEBRUARY 28,
1999 1998 1998 1997
------- ----------------- ------------------ -----------
PREDECESSOR PREDECESSOR
<S> <C> <C> <C> <C>
Income tax expense (benefit) at Federal
statutory rate....................... $(7,100) $(6,700) $1,700 $ 4,900
Change in valuation allowance.......... -- -- -- 1,200
Foreign taxes rate differential........ 1,300 (200) 300 (3,800)
State and local taxes, net of Federal
benefit.............................. 100 500 600 3,600
Non-deductible amortization of
reorganization value in excess of
amounts allocable to identifiable
assets............................... -- -- 1,300 5,700
Non-deductible amortization and other
items relating to excess of acquired
net assets over cost................. 2,300 600 -- --
Non-deductible management
compensation......................... -- 1,300 -- --
Expired tax credits.................... -- -- -- 5,900
Other.................................. 600 (200) 200 400
------- ------- ------ -------
Total income tax expense (benefit)..... $(2,800) $(4,700) $4,100 $17,900
======= ======= ====== =======
</TABLE>
53
<PAGE> 54
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Components of deferred tax balances as of November 30 are as follows:
<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Current deferred tax assets attributable to:
Accrued liabilities....................................... $ 7,832 $ 8,042
Impaired assets........................................... 4,350 --
Other..................................................... 4,483 2,809
-------- --------
Current deferred tax asset............................. 16,665 10,851
-------- --------
Noncurrent deferred tax assets (liabilities) attributable
to:
Property, plant and equipment............................. (9,538) 2,207
Prepaid pension........................................... (15,808) (14,985)
Net operating loss carryforwards.......................... 7,063 --
Alternative minimum tax credit carryforwards.............. 3,675 --
Amortization of intangibles............................... 1,725 1,001
Other..................................................... 2,797 3,473
-------- --------
Net noncurrent deferred tax asset (liability).......... (10,086) (8,304)
-------- --------
Net deferred tax assets................................ $ 6,579 $ 2,547
======== ========
</TABLE>
A tax election to treat the purchase of stock as a purchase of assets
("Election") was made in connection with the acquisition of the Subsidiary on
February 24, 1998. Accordingly, a deemed final tax return of the Predecessor
Company was filed for the tax period ended on the date of the Acquisition. On
this tax return, the total purchase price, for tax purposes, was allocated to
the assets of the Subsidiary to the extent of each asset's fair market value,
and gain was recognized on each asset as if sold at that price. As a result,
going forward, the assets were assigned the same value for book and tax purposes
as of the date of the Acquisition. The net operating loss carryforward existing
at the time of the Acquisition and the deduction resulting from the redemption
of the Subordinated Notes were absorbed by the resulting transaction gain or
were lost and are not available to the Company. Additionally, tax credit
carryforwards existing at the time of the Acquisition were lost as a result of
the transaction and are not available to the Company. As of November 30, 1999
the Company has net operating loss carryforwards of $20,300 and alternative
minimum tax credit carryforwards of $3,675 available to offset future taxable
income or tax liability, respectively. The net operating loss carryforwards will
expire in 2014. The alternative minimum tax credit carryforwards have no
expiration date.
The net operating loss carryforward at November 30, 1997 resulted from the
distribution of cash and stock to the PI Trust and other creditors on the
Effective Date and the redemption of notes, which were also distributed to the
PI Trust and other creditors on the Effective Date, in 1997. A portion of the
net operating loss generated on the Effective Date had been applied to prior
years' taxable income to generate a Federal tax refund of $69,146 which was
received in 1997.
As a result of the Acquisition, tax goodwill was established for the amount
by which the purchase price for tax purposes exceeded the fair market value of
the assets at the date of the Acquisition. The tax goodwill, the net amount of
which was $144,100 at November 30, 1999, is being amortized and deducted over
fifteen years, the same period over which the Excess of Acquired Net Assets over
Cost is being amortized in the Consolidated Financial Statements. Certain
liabilities assumed by the Company in the Acquisition, which are contingent for
tax purposes, will result in additional tax goodwill as they are paid. This
additional goodwill will also be amortized and deducted over the same period as
the Excess of Acquired Net Assets over Cost. The potential additional tax
goodwill, resulting from these liabilities, totaled $39,700 at November 30,
1999.
Based on its history of prior years' operations and its expectations for
the future, the Company has determined that it is more likely than not that the
results of future operations will generate sufficient taxable income to realize
the deferred tax benefits recorded. Although the Automotive Segment is
susceptible to
54
<PAGE> 55
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
economic cycles and recessions, the Industrial Products Segment of the Company
consists of certain businesses which are not impacted as significantly by
economic downturns.
The Company paid income taxes (net of refunds received) of $10,000 in 1999,
$5,400 in the nine months ended November 30, 1998 and $4,300 in 1997 (with the
exception of the Federal tax refund received of $69,146). The Company received
refunds (net of taxes paid) of $2,300 in the three months ended February 28,
1998.
K. BASIC AND DILUTED INCOME (LOSS) PER SHARE
The calculation of net income (loss) per share is based upon the average
number of common shares outstanding which was 1,000,000 for the year ended
November 30, 1999 and the nine months ended November 30, 1998, 9,600,071 for the
three months ended February 28, 1998 and 10,000,000 in 1997. No potential common
stock was outstanding during the three year period ended November 30, 1999.
L. MANAGEMENT COMPENSATION -- SPECIAL
Management compensation expense consisted of the following items:
<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
NOVEMBER 30, FEBRUARY 28,
1999 1998 1998
---- ----------------- ------------------
PREDECESSOR
<S> <C> <C> <C>
Short Term Sale Program............................. $ -- $ 8,110 $2,020
Management Trust -- Restricted Stock Award.......... 359 12,580 --
Severance........................................... 197 5,989 --
Other............................................... -- 129 36
---- ------- ------
Total.......................................... $556 $26,808 $2,056
==== ======= ======
</TABLE>
The Subsidiary adopted a Short Term Sale Program ("STSP") pursuant to the
terms of which it would make payments to certain members of senior management
("Eligible Individuals"), in connection with a change in control of the
Subsidiary. The consummation of the Acquisition constituted such a change in
control. The STSP provided for a "stay-put" bonus equal to an eligible
individual's fiscal 1997 base salary and a sales incentive bonus based on a
multiple (ranging from 50% to 200%) of an eligible individual's fiscal 1997 base
salary. The "stay-put" bonus was payable in two equal parts, the first portion
was paid in March 1998, after the Acquisition, and the second is payable shortly
following the second anniversary of such change in control, provided that the
individual has remained an employee of the Subsidiary or, if the individual was
terminated by the Subsidiary other than for cause, payable upon such
termination. The Company provided a total of $4,066 in 1998 in connection with
the "stay put" bonus, of which $1,547 remains unpaid as of November 30, 1999.
The Company also provided $6,064 in 1998 for a sales incentive bonus, the final
installment of which was paid in 1999 when the determination of the after-tax
proceeds to the PI Trust, on which it was based, was final.
In 1998, the Company paid $10,000 to the Eagle-Picher Management Trust
("E-P Management Trust") for the benefit of certain senior management of the
Company. The $10,000 payment was effectively used by the E-P Management Trust to
acquire certain restricted stock of Granaria Industries. Subsequently, the stock
of Granaria Industries was later exchanged for the common stock of the Company.
The shares of the Company held by the E-P Management Trust were allocated to
certain members of senior management of the Company. The receipt of such shares
was taxable to the holders as income in an amount equal to the value of the
shares at the time of vesting. The Company also reimbursed the holders of the
shares for their tax obligations associated with the receipt of such shares. The
Company has recorded as compensation expense $359 in 1999 and $12,580 in 1998
for the restricted shares and related tax reimbursements.
The Subsidiary entered into employment agreements with six executive
officers ("Employment Agreements") which became effective on November 29, 1996.
Each was amended in August 1997. The purpose of the
55
<PAGE> 56
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Employment Agreements was to provide the Subsidiary with continuity of
management following its emergence from bankruptcy. The Employment Agreements
terminate on February 24, 2000. The consummation of the Acquisition did
constitute a change of control under the Employment Agreements. Three of the six
executive officers of the Subsidiary have received severance benefits pursuant
to the Employment Agreements. These payments, as well as severance payments to
another former officer, aggregated $5,989 in 1998.
M. PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS
Substantially all employees of the Company and its subsidiaries are covered
by various pension or profit sharing retirement plans, including a supplemental
executive retirement plan to provide senior management with benefits in excess
of normal pension benefits.
The Company's funding policy for defined benefit plans is to fund amounts
on an actuarial basis to provide for current and future benefits in accordance
with the funding guidelines of ERISA. Under the supplemental executive
retirement plan, annuities are purchased by the Company and distributed to
participants on an annual basis.
Plan benefits for salaried employees are based primarily on employees'
highest five consecutive years' earnings during the last ten years of
employment. Plan benefits for hourly employees typically are based on a dollar
unit multiplied by the number of service years.
In addition to providing pension retirement benefits, the Company makes
health care and life insurance benefits available to certain retired employees
on a limited basis. Generally, the medical plans pay a stated percentage of
medical expenses reduced by deductibles and other coverages. Eligible employees
may elect to be covered by these health and life insurance benefits if they
reach early or normal retirement age while working for the Company. In most
cases, a retiree contribution for health insurance coverage is required. The
Company funds these benefit costs primarily on a pay-as-you-go basis.
Net periodic pension and postretirement benefit cost included the following
components:
<TABLE>
<CAPTION>
PENSION BENEFITS POSTRETIREMENT BENEFITS
------------------------------------ --------------------------------
1999 1998 1997 1999 1998 1997
-------- -------- ----------- ------ ------ -----------
PREDECESSOR PREDECESSOR
<S> <C> <C> <C> <C> <C> <C>
Service cost -- benefits earned
during the period............... $ 5,659 $ 5,459 $ 4,848 $ 546 $ 534 $ 554
Interest cost on projected benefit
obligations..................... 14,754 14,618 14,276 1,149 1,101 1,241
Expected return on plan assets.... (22,834) (21,959) (36,544) -- -- --
Net amortization and deferral..... 68 (28) 16,669 -- -- (93)
-------- -------- -------- ------ ------ ------
Net periodic cost (income)........ (2,353) (1,910) (751) $1,695 $1,635 $1,702
====== ====== ======
Supplemental executive retirement
plan............................ 1,298 1,314 1,058
Other retirement plans............ 1,125 1,496 1,593
-------- -------- --------
TOTAL COST OF PROVIDING
RETIREMENT BENEFITS........ $ 70 $ 900 $ 1,900
======== ======== ========
</TABLE>
In addition, in 1997, the Company recognized curtailment gains of $1,662
and $564 due to the reduction in active participants in the Company's pension
plans and eligible employees in the Company's postretirement plans,
respectively, that resulted primarily from the divestiture of divisions.
The pension plans' assets consist primarily of listed equity securities and
publicly traded notes and bonds. The actual net return on plan assets was 8.9%
in 1999, 8.6% in 1998 and 15.3% in 1997.
56
<PAGE> 57
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The following tables set forth the plans' changes in benefit obligation,
plan assets and funded status on the measurement dates, November 30, 1999 and
1998, and amounts recognized in the Company's Consolidated Balance Sheets as of
those dates.
<TABLE>
<CAPTION>
PENSION BENEFITS POSTRETIREMENT BENEFITS
-------------------- ------------------------
1999 1998 1999 1998
-------- -------- ---------- ----------
<S> <C> <C> <C> <C>
Change in Benefit Obligations:
Benefit Obligation, beginning of year........... $223,920 $209,701 $ 16,959 $ 16,902
Service cost.................................... 5,659 5,459 546 534
Interest cost................................... 14,754 14,618 1,149 1,102
Amendments...................................... 1,204 -- -- --
Actuarial (gain)/loss........................... (19,268) 6,614 (858) (635)
Plan participant's contributions................ -- -- 478 442
Benefits paid................................... (12,529) (12,472) (1,830) (1,386)
-------- -------- -------- --------
Benefit obligation, end of year................. 213,740.. 223,920 16,444 16,959
-------- -------- -------- --------
Change in Plan Assets:
Fair value of plan assets, beginning of year.... 259,522 250,035 -- --
Actual return on plan assets.................... 23,599 21,959 -- --
Employer contributions.......................... -- -- 1,352 944
Plan participants' contributions................ -- -- 478 442
Benefits paid................................... (12,529) (12,472) (1,830) (1,386)
-------- -------- -------- --------
Fair value of plan assets, end of year.......... 270,592 259,522 -- --
-------- -------- -------- --------
Funded status................................... 56,852 35,602 (16,444) (16,959)
Unrecognized actuarial (gain)/loss.............. (12,821) 7,211 (1,489) (631)
Unrecognized prior service cost................. 1,136 -- -- --
-------- -------- -------- --------
Net prepaid benefit cost (accrued benefit
liability recognized)......................... $ 45,167 $ 42,813 $(17,933) $(17,590)
======== ======== ======== ========
</TABLE>
Weighted average assumptions as of November 30:
<TABLE>
<CAPTION>
POSTRETIREMENT
PENSION BENEFITS BENEFITS
---------------- --------------
1999 1998 1999 1998
----- ----- ---- ----
<S> <C> <C> <C> <C>
Discount rate............................................. 7.25% 6.75% 7.25% 6.75%
Expected rate of return on plan assets.................... 9.0% 9.0% N/A N/A
Rate of compensation increase............................. 4.2% 4.2% N/A N/A
</TABLE>
Postretirement benefit costs were estimated assuming retiree health care
costs would initially increase at a 7% annual rate which decreases to an
ultimate rate of 5.75% in 3 years. If this annual trend rate would increase by
1%, the accumulated postretirement obligation as of November 30, 1999 would
increase by $1,955 with a corresponding increase of $262 in the postretirement
benefit expense in 1999. A 1% decrease in this annual trend rate would decrease
the accumulated postretirement benefit obligation by $1,587 and the
postretirement benefit expense by $207 in 1999.
The effect of the changes in the discount rate and the ultimate health care
trend rate was to decrease the projected benefit obligation by $12,897 for the
pension plans and $1,180 for the other postretirement plans.
Upon the Acquisition, all unrecognized reconciling items as of February 24,
1998 were recognized and recorded on the Company's Consolidated Balance Sheet in
accordance with purchase accounting. The effect of the Acquisition was to
increase the prepaid pension cost recognized by $3,714 and decrease the accrued
postretirement benefit cost by $4,718 at February 24, 1998.
57
<PAGE> 58
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Company also offers 401(k) savings plans to its employees in the United
States. In most cases, the participants may contribute up to 15% of their
compensation of which 50% of their contribution up to 6% of their compensation
is matched by the Company. The cost of these plans to the Company was $ 2,250 in
1999, $2,181 in the twelve months ended November 30, 1998 and $2,344 in 1997.
In May 1998, the Company adopted a Stock Appreciation Rights Plan ("SAR
Plan") to reward those executives and managers whose individual performance and
effort will have a direct impact on achieving the Company's profit and growth
objectives. Shares of stock are not actually awarded, however participants are
awarded units on which appreciation is calculated based on the Company's equity
position.
The units vest over five years and are payable any time during the sixth
through tenth year following the date of award. There was no expense related to
the SAR Plan in 1999; the expense for the nine months ended November 30,1998 was
$640.
N. ENVIRONMENTAL AND OTHER LITIGATION CLAIMS
Most of the pre-petition claims against the Subsidiary alleging a right to
payment due to environmental and litigation matters were resolved prior to the
Effective Date. The holders of those claims which were allowed have received a
proportionate distribution of the assets of the estate based on the amount of
their claims to the total liabilities of the Subsidiary.
In addition to the items discussed below, the Company is involved in
routine litigation, environmental proceedings and claims pending with respect to
matters arising out of the normal course of business. As of November 30, 1999,
the Company has reserved $8,830 associated with environmental remediation
activities at some of its current and former sites. In management's opinion, the
ultimate liability resulting from all claims, individually or in the aggregate,
will not materially affect the Company's consolidated financial position,
results of operations or cash flows.
ENVIRONMENTAL
The settlement agreement among the Subsidiary, the United States
Environmental Protection Agency ("US EPA") and the United States Department of
Interior ("EPA Settlement Agreement") which resolved the majority of the 1,102
proofs of claim timely filed alleging a right to payment because of
environmental matters, was approved by the Bankruptcy Court in June 1996.
Certain parties that may be liable at certain of the sites resolved by the
settlement appealed such approval. In August 1997, the District Court affirmed
the Bankruptcy Court's approval of the settlement. The time within which such
affirmance may be appealed has expired without any further appeal having been
taken. Thus, the settlement has become final and binding on all parties.
One of the significant features of the EPA Settlement Agreement is with
respect to "Additional Sites." Additional Sites are those superfund sites, not
owned by the Subsidiary, for which the Subsidiary's liability allegedly arises
as a result of pre-petition waste disposal or recycling. The Subsidiary retains
all of its defenses, legal or factual, at such sites. However, if the Subsidiary
is found liable at any Additional Sites or settles any claims for any Additional
Sites, the Subsidiary is required to pay as if such claims had been resolved in
the reorganization under chapter 11 of the bankruptcy code. Thus, the
Subsidiary's liability at Additional Sites will be paid at approximately 37% of
any amount due.
As of November 30, 1999, the Subsidiary had received notice that it may
have liability under the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 at a number of Additional Sites. The Company believes,
after an investigation of these claims, that the Subsidiary has only de minimis
liability at all but three of these sites described in the following three
paragraphs.
The Subsidiary received notice from the US EPA in 1997 alleging liability
for remediation expenses at the site of a former zinc smelting facility owned
and operated by the Subsidiary at Henryetta, Oklahoma, and for the
58
<PAGE> 59
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
removal and disposal from surrounding residential locations of contaminated soil
and gravel that originated from the facility and from other companies operating
in the area. The Subsidiary operated the facility for approximately 50 years
until it was shut down in 1968. The US EPA and the State of Oklahoma performed
remedial activities at the site at a cost of approximately $5,000 to $6,000.
Claims for this site have been settled for $5,211 (payable at approximately
37%).
The Subsidiary received a notice from the US EPA in 1996 alleging that it
may be a Potentially Responsible Party ("PRP") regarding liability for
remediation expenses at a secondary lead smelting facility in Dallas, Texas
("RSR"). The Subsidiary allegedly leased the facility, which was in operation
until about 1984, for a period of several years in the early 1950s. The US EPA
has conducted and continues to conduct extensive remedial activities at this
site, the total expenses of which are estimated at approximately $55,000. The
Subsidiary has been identified by the US EPA as a PRP in connection with this
site with liability for remediation expenses in connection with this site. This
claim has been settled for $2,100 (payable at approximately 37%).
The Subsidiary received a notice from the US EPA in 1999 alleging liability
for remediation costs expended by the US EPA at the Witter site in Missouri. The
Subsidiary allegedly was the only PRP to send drums to the Witter Drum Company
in the 1950's and 1960's. This claim has been settled for $797 (payable at
approximately 37%).
The settlements for the RSR, Henryetta and Witter sites will be a deduction
from the Final Distribution.
In addition to the Additional Sites described above, the Subsidiary is
involved with the following environmental matters not covered by the EPA
Settlement Agreement.
The Subsidiary is undertaking corrective actions under the Resource
Conservation and Recovery Act ("RCRA") at its Joplin, Missouri facility.
Consistent with the terms of its RCRA permit, the Subsidiary has been
investigating the nature and extent of contamination present as a result of
manufacturing activities during the 130-year operating history of this property.
These investigations have identified areas of soil and groundwater
contamination, certain of which will likely require the Subsidiary to undertake
remedial activities. The US EPA has indicated that these actions will likely be
required to take place over the next two years. Based on available information,
the Subsidiary anticipates that these actions will cost between $1,000 and
$2,600.
At the Subsidiary's Colorado Springs, Colorado facility the closure of four
former hazardous waste surface impoundments is being completed. Materials
formerly stored in these impoundments have contaminated groundwater and soils at
and around the facility. A groundwater remediation system was placed in service
in 1995 and continues in operation. The Subsidiary entered into an Order on
Consent with the State of Colorado in 1999 to evaluate residual groundwater
contamination and soil contamination associated with the site, and to undertake
additional remedial actions as appropriate to remediate the contamination. Based
on available information, the Company anticipates that these actions will cost
between $1,400 and $2,500.
In 1998, the Subsidiary received $14,784 from insurance companies in
settlement of certain claims relating primarily to environmental remediation,
with the offset to the Excess of Acquired Net Assets Over Cost because the claim
represented a pre-acquisition contingency.
OTHER LITIGATION CLAIMS
In May 1997, Caradon Doors and Windows, Inc. ("Caradon") filed a suit
against the Subsidiary in the U.S. District Court in Atlanta, Georgia alleging
breach of contract and asserting contribution rights against the Subsidiary.
Prior to this suit, Caradon had been found liable to Therma-Tru Corporation
("Therma-Tru") in the amount of approximately $8,800 for infringing a Therma-Tru
patent for plastic door components manufactured by the Company's now divested
Plastics Division. Caradon settled the litigation with Therma-Tru and was
seeking to recover some or all of its liability from the Company. The Company
estimates that the total damages that Caradon is seeking to recover from the
Subsidiary in this suit are in excess of $10,000. The Subsidiary
59
<PAGE> 60
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
asserted, in a separate motion filed to dismiss Caradon's claims, that all of
Caradon's claims had been discharged in the Subsidiary's reorganization under
chapter 11. This issue continues to be litigated after an appeal to the District
Court and a remand to the Bankruptcy Court for future findings. The Company
believes that it has valid legal and factual defenses and intends to contest
vigorously all such claims.
O. ACQUISITIONS AND DIVESTITURES
In 1999, the Company acquired the stock of Charterhouse Automotive Group,
Inc., a holding company whose only operating subsidiary was Carpenter
Enterprises, Ltd. ("Carpenter"), a supplier of precision-machined components to
the automotive industry, for approximately $41,000 in cash and $31,000 of
existing indebtedness of Carpenter. Approximately $18,600 of this debt was
refinanced from the Facility. The total cash requirements of the Acquisition
were $60,251, which includes transaction costs. Immediately following the
transaction, Charterhouse was merged into Carpenter. The results of Carpenter's
operations have been included in the Company's Consolidated Statements of Income
(Loss) since March 1, 1999.
The acquisition was accounted for as a purchase. The purchase price has
been allocated to the assets and liabilities of Carpenter based on their
respective fair values as determined by independent appraisals. The excess of
the purchase price over the assessed values of the net assets of $16,200 was
allocated to Excess of Acquired Net Assets Over Cost and is being amortized over
15 years. If it becomes apparent that additional purchase price allocations are
necessary, such adjustments would be made before March 1, 2000. It is not
expected that additional adjustments would be material.
The following proforma information for the years ended November 30, 1999
and 1998 gives effect to the acquisition of Carpenter as if it had been
consummated on December 1, 1998 and 1997, respectively. This information is not
necessarily indicative of either the future results of operations or the results
of operations that would have occurred if those events had been consummated on
the indicated dates.
<TABLE>
<CAPTION>
(UNAUDITED)
NINE MONTHS ENDED THREE MONTHS ENDED
NOVEMBER 30, FEBRUARY 28,
1999 1998 1998
---- ----------------- ------------------
<S> <C> <C> <C>
Net sales....................................... $944,800 $737,900 $231,800
Net income (loss)............................... $(18,000) $(13,100) $ 1,100
Net income (loss) applicable to common
shareholders.................................. $(28,500) $(20,500) $ 1,100
Net income (loss) per common share.............. $ (28.50) $ (20.50) $ .11
Average number of common share.................. 1,000,000 1,000,000 9,600,071
</TABLE>
On December 1, 1999, the Company acquired the assets of the depleted zinc
business of Isonics Corporation for $8,200; $6,700 cash at closing and
contingent cash payments of $500 annually for three years. The Acquisition will
be accounted for as a purchase. In addition, the Company has negotiated a
warrant to acquire common stock of the Isonics Corporation in exchange for
materials to be delivered in 2000.
Effective January 1, 2000, the Company sold the assets of the Ross Aluminum
Foundries Division for approximately $24,600 in cash. The impact of this
transaction on net income will not be material.
The Company sold its Trim Division in November 1998. The transaction was
held in escrow until certain conditions were met in December 1998. The Company
received a $2,100 note due in 2000 which is secured by a first mortgage on the
real estate and the remainder of the proceeds, totaling $12,400, in cash. The
impact of this transaction on consolidated net income (loss) was not material.
The Company is guarantor of tooling receivables due from both original equipment
manufacturers and their suppliers. The Company believes the likelihood of
customer default of these receivables to be remote.
60
<PAGE> 61
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Pursuant to the Plan, in 1997, the Company sold its Plastics, Transicoil
and Fabricon Divisions to fund the repayment of the Divestiture Notes. The
Company received net cash proceeds of $39,007. The aggregate loss on these
transactions was $2,411.
The Company received a note for $3,719 from the buyer of the Fabricon
Division. The note bears interest of 8% per annum, is secured by accounts
receivable and inventory and is due October 31, 2000.
The Company remains as guarantor on the lease of the building in which the
former Transicoil Division is located, and is liable should the buyer not
perform on the lease. The remaining lease payments total approximately $7,900
over the lease term which expires in 2005. The Company believes the likelihood
of being liable for the lease to be remote.
In 1997, the Company contributed certain of the assets of the former
Suspension Systems Division to a joint venture in which the Company retained a
45% interest. On November 30, 1998, the majority partner exercised its option to
purchase the Company's interest in the joint venture. The impact of this
transaction on the consolidated net loss was not material.
Included in the Consolidated Statements of Income (Loss) are the following
results of the divisions which were divested in 1997 and 1998, excluding the
aggregate net loss on the sale of those divisions:
<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
NOVEMBER 30, FEBRUARY 28,
1998 1998 1997
----------------- ------------------ -----------
PREDECESSOR PREDECESSOR
<S> <C> <C> <C>
Net sales...................................... $18,600 $7,076 $111,294
======= ====== ========
Income (loss) before taxes..................... $(1,879) $ (240) $ (5,725)
======= ====== ========
</TABLE>
P. TRANSACTIONS WITH RELATED PARTIES
In connection with the Acquisition, the Company paid Granaria Holdings a
transaction fee of $7,300 (approximately 1% of the transaction value) in
consideration for advisory services related to structuring and financing the
Acquisition. Granaria Holdings was also reimbursed for other costs incurred
related to the Acquisition, issuance of the Subordinated Notes and Preferred
Stock offering.
Q. INDUSTRY SEGMENT INFORMATION
The Company is a diversified manufacturer serving global markets and many
industries.
United States net sales include export sales to non-affiliated customers of
$89,600 in 1999, $70,800 in the nine months ended November 30, 1998, $23,600 in
the three months ended February 28, 1998 and $113,600 in 1997.
A general description of the products manufactured and the markets served
by the Company's industry segments (listed in order of the magnitude of net
sales) is:
AUTOMOTIVE
The operations in the Automotive Segment provide mechanical and structural
parts for passenger cars, trucks, vans and sport utility vehicles for the
original equipment manufacturers and replacement markets. Resources are
concentrated in serving the North American, European and Pacific Rim markets.
Sales and income (loss) before taxes (excluding net loss on sale of
divisions), respectively, of divested operations and operations contributed to a
joint venture, which were included in the Automotive Segment, were
61
<PAGE> 62
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
$18,600 and $(1,879) in the nine months ended November 30, 1998, $7,076 and
$(240) in the 3 months ended February 28, 1998 and $98,507 and $(5,753) in 1997.
Consolidated sales to Ford Motor Company amounted to $137,800 in 1999,
$121,100 in the nine months ended November 30, 1998, $39,800 in the three months
ended February 28, 1998 and $170,500 in 1997. No other customer accounted for
10% or more of consolidated sales.
INDUSTRIAL PRODUCTS
The operations in the Industrial Products Segment produce special purpose
batteries and components, high-purity specialty material compounds and rare
metals, industrial chemicals, diatomaceous earth products, bulk pharmaceuticals,
super-clean containers, construction and material handling equipment and metal
cleaning and finishing systems. It serves the commercial aerospace, nuclear,
telecommunication electronics, food and beverage and other industrial markets
globally, and the construction industry in the United States. Some of these
products are also used in defense applications.
Divested operations in this segment had sales and pretax income (excluding
net loss on sale of divisions), respectively, of $12,788 and $28 in 1997.
Sales between segments were not material.
The Company's foreign operations are located primarily in Europe and also
in Mexico. Intercompany transactions with foreign operations are made at
established transfer prices. Information regarding the Company's domestic and
foreign sales, operating income and identifiable assets follows:
<TABLE>
<CAPTION>
TRANSFER SALES/
UNITED STATES FOREIGN ELIMINATIONS CONSOLIDATED
------------- -------- --------------- ------------
<S> <C> <C> <C> <C>
YEAR ENDED NOVEMBER 30, 1999
SALES......................................... $825,670 $125,939 $(38,348) $913,261
======== ======== ======== ========
INCOME (LOSS) BEFORE TAXES.................... $(22,557) $(16,110) $ 18,280 $(20,387)
======== ======== ======== ========
IDENTIFIABLE ASSETS........................... $788,259 $ 83,694 $(29,953) $842,000
======== ======== ======== ========
Nine Months Ended November 30, 1998
Sales......................................... $586,647 $ 80,953 $(21,616) $645,984
======== ======== ======== ========
Income (loss) before taxes.................... $(21,025) $ 1,484 $ 477 $(19,064)
======== ======== ======== ========
Identifiable assets........................... $764,975 $ 96,359 $(45,007) $816,327
======== ======== ======== ========
- ---------------------------------------------------------------------------------------------------------
Three Months Ended February 28, 1998
Predecessor
Sales......................................... $188,349 $ 23,041 $ (5,548) $205,842
======== ======== ======== ========
Income (loss) before taxes.................... $ 4,553 $ 597 $ (243) $ 4,907
======== ======== ======== ========
Identifiable assets........................... N/A N/A N/A N/A
======== ======== ======== ========
Year Ended November 30, 1997
Predecessor
Sales......................................... $841,964 $ 88,614 $(24,501) $906,077
======== ======== ======== ========
Income (loss) before taxes.................... $ 10,046 $ 5,638 $ (1,638) $ 14,046
======== ======== ======== ========
Identifiable assets........................... $715,016 $ 74,477 $(42,612) $746,881
======== ======== ======== ========
</TABLE>
62
<PAGE> 63
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
SEGMENT INFORMATION
<TABLE>
<CAPTION>
AUTOMOTIVE INDUSTRIAL PRODUCTS SUB-TOTAL
------------------------------------- ------------------------------------- -----------------
9 MONTHS 3 MONTHS 9 MONTHS 3 MONTHS 9 MONTHS
ENDED ENDED ENDED ENDED ENDED
NOV. 30, FEB. 28, NOV. 30, FEB. 28, NOV. 30,
1999 1998 1998 1997 1999 1998 1998 1997 1999 1998
------ -------- -------- ------ ------ -------- -------- ------ ------ --------
PREDECESSOR PREDECESSOR
(IN MILLIONS OF DOLLARS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Sales................ $553.2 $347.3 $109.2 $485.6 $360.1 $298.7 $96.6 $420.5 $913.3 $646.0
====== ====== ====== ====== ====== ====== ===== ====== ====== ======
Depreciation and
amortization....... 39.6 23.6 7.3 32.1 25.4 18.5 5.5 23.5 65.0 42.1
====== ====== ====== ====== ====== ====== ===== ====== ====== ======
Interest expense..... 21.1 15.1 2.7 13.8 19.1 15.5 2.6 12.0 40.2 30.6
====== ====== ====== ====== ====== ====== ===== ====== ====== ======
Income (loss) before
taxes.............. (3.3) 7.9 4.0 6.7 (7.1) 9.0 3.3 13.2 (10.4) 16.9
====== ====== ====== ====== ====== ====== ===== ====== ====== ======
Capital
expenditures....... 35.3 13.9 3.9 35.5 11.6 12.2 1.6 15.6 46.9 26.1
====== ====== ====== ====== ====== ====== ===== ====== ====== ======
Identifiable
assets............. 408.3 351.2 N/A 290.8 332.2 351.7 N/A 243.4 740.5 702.9
====== ====== ====== ====== ====== ====== ===== ====== ====== ======
<CAPTION>
SUB-TOTAL
-----------------
3 MONTHS
ENDED
FEB. 28,
1998 1997
-------- ------
PREDECESSOR
(IN MILLIONS OF
DOLLARS)
<S> <C> <C>
Sales................ $205.8 $906.1
====== ======
Depreciation and
amortization....... 12.8 55.6
====== ======
Interest expense..... 5.3 25.8
====== ======
Income (loss) before
taxes.............. 7.3 19.9
====== ======
Capital
expenditures....... 5.5 51.1
====== ======
Identifiable
assets............. N/A 534.2
====== ======
</TABLE>
<TABLE>
<CAPTION>
CORPORATE TOTAL
------------------------------------- -------------------------------------
9 MONTHS 3 MONTHS 9 MONTHS 3 MONTHS
ENDED ENDED ENDED ENDED
NOV. 30, FEB. 28, NOV. 30, FEB. 28,
1999 1998 1998 1997 1999 1998 1998 1997
------ -------- -------- ------ ------ -------- -------- ------
PREDECESSOR PREDECESSOR
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Sales............................................ $ -- $ -- $ -- $ -- $913.3 $646.0 $205.8 $906.1
====== ====== ===== ====== ====== ====== ====== ======
Depreciation and amortization.................... 0.2 0.1 -- 0.4 65.2 42.2 12.8 56.0
====== ====== ===== ====== ====== ====== ====== ======
Interest expense................................. 8.9 5.7 1.6 5.5 49.1 36.3 6.9 31.3
====== ====== ===== ====== ====== ====== ====== ======
Income (loss) before taxes....................... (10.0) (36.0) (2.4) (5.9) (20.4) (19.1) 4.9 14.0
====== ====== ===== ====== ====== ====== ====== ======
Capital expenditures............................. 0.1 0.2 0.2 0.2 47.0 26.3 5.7 51.3
====== ====== ===== ====== ====== ====== ====== ======
Identifiable assets.............................. 101.5 113.4 N/A 212.7 842.0 816.3 N/A 746.9
====== ====== ===== ====== ====== ====== ====== ======
</TABLE>
63
<PAGE> 64
REPORT OF MANAGEMENT
The Company's management is responsible for the preparation and
presentation of the consolidated financial statements. The consolidated
financial statements have been prepared in conformity with generally accepted
accounting principles and as such include amounts based on judgements and
estimates made by management.
The Company's system of internal accounting controls is designed to provide
reasonable assurance at reasonable cost that assets are safeguarded from loss or
unauthorized use, and that the financial records may be relied upon for the
preparation of the consolidated financial statements.
The consolidated financial statements have been audited by our independent
auditors, Deloitte and Touche LLP. Their audit is conducted in accordance with
generally accepted auditing standards and provides an independent assessment as
to the fair presentation, in all material respects, of the Company's
consolidated financial statements.
The Audit Committee of the Board of Directors meets periodically with
management and the independent auditors to review internal accounting controls
and the quality of financial reporting. Financial management and the independent
auditors have full and free access to the Audit Committee.
/s/ Andries Ruijssenaars
President and Chief Executive Officer
/s/ Philip F. Schultz
Senior Vice President and
Chief Financial Officer
/s/ Carroll D. Curless
Vice President and Controller
Cincinnati, Ohio
January 28, 2000
64
<PAGE> 65
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Eagle-Picher Holdings, Inc.:
We have audited the accompanying consolidated balance sheets of
Eagle-Picher Holdings, Inc. and subsidiaries as of November 30, 1999 and 1998,
and the related consolidated statements of income (loss), shareholders' equity,
and cash flows for the year ended November 30, 1999 and for the nine-month
period ended November 30, 1998 (Successor Company operations). In addition, we
have audited the accompanying consolidated statements of income (loss),
shareholders' equity, and cash flows of Eagle-Picher Industries, Inc. and
subsidiaries for the three-month period ended February 28, 1998 and for the year
ended November 30, 1997 (Predecessor Company operations under fresh-start
accounting). These consolidated financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. 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, the Successor Company consolidated financial statements
referred to above present fairly, in all material respects, the financial
position of the Successor Company as of November 30, 1999 and 1998, and the
results of its operations and its cash flows for the year ended November 30,
1999 and for the nine-month period ended November 30, 1998, in conformity with
accounting principles generally accepted in the United States of America.
Further, in our opinion, the Predecessor Company consolidated financial
statements under fresh-start accounting referred to above present fairly, in all
material respects, the results of operations and cash flows of the Predecessor
Company for the three-month period ended February 28, 1998 and for the year
ended November 30, 1997, in conformity with accounting principles generally
accepted in the United States of America.
As discussed in Notes A and B to the consolidated financial statements,
Eagle-Picher Industries, Inc. was acquired on February 24, 1998 by Eagle-Picher
Holdings, Inc., a majority-owned subsidiary of Granaria Industries B.V. As a
result, the consolidated financial statements for the three-month period ended
February 28, 1998 include the effects of such acquisition as of February 24,
1998 and, therefore, are not comparable to consolidated financial statements
prepared subsequent to February 28, 1998.
/s/ DELOITTE & TOUCHE LLP
Cincinnati, Ohio
January 28, 2000
65
<PAGE> 66
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the name, age and position with the Company
of the individuals who serve as directors and executive officers of the Company.
Directors will hold their positions until the annual meeting of the stockholders
at which their term expires or until their respective successors are elected and
qualified. Executive officers will hold their positions until the annual meeting
of the Board of Directors or until their respective successors are elected and
qualified.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Joel P. Wyler............................. 50 Director, Chairman of the Board
Daniel C. Wyler........................... 48 Director
Dr. Wendelin Wiedeking.................... 47 Director
Andries Ruijssenaars...................... 57 Director, President and Chief Executive Officer
Wayne R. Wickens.......................... 53 Senior Vice President
Philip F. Schultz......................... 42 Senior Vice President and Chief Financial Officer
Michael E. Aslanian....................... 45 Group Vice President
Carroll D. Curless........................ 61 Vice President and Controller
David G. Krall............................ 38 Vice President, General Counsel and Secretary
</TABLE>
Mr. Joel P. Wyler has been a Director of the Company and Chairman of its
Board since the Company was formed in December 1997. He also has been a Director
and Chairman of the Board of the Subsidiary since the Acquisition. Mr. Wyler has
been the Chairman of the Board of Directors of Granaria Holdings B.V. since
1982.
Mr. Daniel C. Wyler was appointed as a Director of the Company and the
Subsidiary in January 1999. He has been the Chief Executive Officer of Granaria
Holdings B.V. since 1989.
Dr. Wiedeking was appointed as a Director of the Company and the Subsidiary
in January 1999. He has been the Chairman of the Board of Porsche AG since 1993
where he is also President and Chief Executive Officer.
Mr. Ruijssenaars has been President and Chief Executive Officer and a
Director of the Company since the Acquisition and has been President and a
Director of the Subsidiary since 1994. Upon consummation of the Acquisition, he
also became the Subsidiary's Chief Executive Officer. He was Senior Vice
President of the Subsidiary from 1989 until December 1994. Mr. Ruijssenaars was
first employed by the Subsidiary in 1980 as General Manager of Eagle-Picher
Industries GmbH in Ohringen, Germany, and has also served as Executive Vice
President and then President of the Subsidiary's former Ohio Rubber Company
Division.
Mr. Wickens has been Senior Vice President of the Company since the
Acquisition and has been Senior Vice President of the Subsidiary since September
1998. Prior to that time, beginning in December 1994, he was the Subsidiary's
Senior Vice President-Automotive. From 1990 until December 1994, he was Division
President of the Subsidiary's Hillsdale Tool & Manufacturing Co. Mr. Wickens
joined the Subsidiary in 1976 as a management trainee with the Subsidiary's
former Fabricon Automotive Division, and was promoted to Plant Manager, Vice
President and then President of Fabricon Automotive. Subsequently, Mr. Wickens
served as President of the Subsidiary's Wolverine Gasket Division and then as
Vice President of the Subsidiary's Automotive Group.
Mr. Schultz joined the Company as Senior Vice President and Chief Financial
Officer in October 1999. Prior to coming to the Company, he had been with Taft,
Stettinius & Hollister LLP, a legal firm based in Cincinnati,
66
<PAGE> 67
Ohio, since 1986 and had been a partner there since 1994. From 1984 to 1986, Mr.
Schultz was with the accounting firm of Touche, Ross & Company, and he has been
a certified public accountant since 1983.
Mr. Aslanian has been Group Vice President of the Company since the
Acquisition and has been Group Vice President of the Subsidiary since September
1998. From 1994 until September 1998, he was Division President of the
Subsidiary's Hillsdale Tool & Manufacturing Co. Mr. Aslanian joined the
Subsidiary in 1974 with the Subsidiary's former Fabricon Automotive Division
where he was Production Manager, Plant Manager, and ultimately in 1989 Division
Manager of the then newly-formed Trim Division. In 1990, he moved to the
Subsidiary's Hillsdale Tool & Manufacturing Co. as Vice President of
Manufacturing and became President there in 1994.
Mr. Curless has been Vice President and Controller since the Acquisition.
Mr. Curless was first employed by the Subsidiary in 1964. He became the
Subsidiary's Assistant Controller in 1978 and Controller in 1984. He has been
the Subsidiary's Vice President and Controller since 1986.
Mr. Krall joined the Company as Vice President, General Counsel and
Secretary in June 1998. Prior to coming to the Company, he had been with Taft,
Stettinius & Hollister LLP, a legal firm based in Cincinnati, Ohio since 1986
and had been a partner there since 1994.
Mr. Joel P. Wyler and Mr. Daniel C. Wyler are brothers.
ITEM 11. EXECUTIVE COMPENSATION.
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following Summary Compensation Table sets forth the compensation for
the last three fiscal years of (i) Mr. Ruijssenaars, the Company's Chief
Executive Officer, and (ii) the Company's four most highly compensated executive
officers other than the Chief Executive Officer during fiscal 1999
(collectively, the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------- --------------
FISCAL OTHER ANNUAL RESTRICTED ALL OTHER
YEAR COMPENSATION STOCK AWARD(S) COMPENSATION
NAME AND PRINCIPAL POSITION ENDED SALARY($) BONUS($) ($)(1) ($)(2) ($)(3)
- --------------------------- -------- ---------- --------- ------------ -------------- -------------------
<S> <C> <C> <C> <C> <C> <C>
Andries Ruijssenaars..... 11/30/99 575,000 -- 448,812 -- 697,814
President and Chief 11/30/98 575,000 380,000 1,818,286 1,705,500 1,411,852
Executive Officer 11/30/97 525,000 205,000 179,244 -- 208,006
Wayne R. Wickens......... 11/30/99 370,000 75,000 182,717 -- 335,019
Senior Vice President 11/30/98 360,000 150,000 606,154 568,500 807,044
11/30/97 325,000 109,000 77,942 -- 93,311
Michael E. Aslanian...... 11/30/99 280,000 130,000 34,108 -- 87,005
Group Vice President 11/30/98 211,750 130,000 312,540 337,500 269,584
11/30/97 180,000 77,000 8,852 -- 17,049
Carroll D. Curless....... 11/30/99 260,000 75,000 144,410 -- 236,904
Vice President and 11/30/98 250,000 130,000 321,332 284,250 488,229
Controller 11/30/97 240,000 67,000 116,456 -- 134,611
David G. Krall(4)........ 11/30/99 185,000 75,000 -- -- 3,057
Vice President, General 11/30/98 85,000 65,000 62,582 67,500 132
Counsel and Secretary
</TABLE>
- ---------------
(1) This column includes nothing for perquisites since in no case did
perquisites exceed the reporting thresholds (the lesser of 10% of salary
plus bonus or $50,000). For each fiscal year, the column is comprised of
amounts for the payment of taxes on purchases of annuities under the
Company's Supplemental Executive Retirement Plan (the "SERP") for
participating Named Executive Officers. For fiscal 1998, the column also
includes
67
<PAGE> 68
amounts for the payment of taxes on shares awarded under the Company's
Incentive Stock Plan (described below).
(2) The amounts in this column represent the dollar value of restricted stock
awards of shares of the Company's Class A Common Stock granted to the Named
Executive Officers during fiscal 1998 under the Incentive Stock Plan. Awards
were originally subject to vesting over time but, pursuant to an amendment
to the Incentive Stock Plan, all of the awards were fully vested on or
before November 19, 1998. The amounts shown comprise the entire restricted
stock holdings of each Named Executive Officer and represent the following
numbers of shares: Mr. Ruijssenaars, 30,000 shares; Mr. Wickens, 10,000
shares; Mr. Aslanian, 6,250 shares; Mr. Curless, 5,000 shares; and Mr.
Krall, 1,250 shares. Dividends, if any are declared, would be payable on the
restricted stock. The Company, however, has no obligation to declare
dividends and, pursuant to the terms of the Company's Preferred Stock,
certain restrictions exist on the Company's ability to declare dividends on
the Class A Common Stock.
(3) For fiscal 1999 this column includes the following amounts:
<TABLE>
<CAPTION>
CONTRIBUTIONS TO VALUE OF AMOUNTS PAID
COST OF ANNUITY EAGLE-PICHER PAID LIFE PURSUANT TO
UNDER SERP SALARIED 401(K) INSURANCE SHORT-TERM SALE
NAMED EXECUTIVE OFFICER ($) PLAN ($) PREMIUMS PROGRAM ($) TOTAL($)
----------------------- --------------- ---------------- --------- --------------- ---------
<S> <C> <C> <C> <C> <C>
Andries Ruijssenaars....... 493,514 5,000 1,480 197,820 697,814
Wayne R. Wickens........... 206,730 5,000 829 122,460 335,019
Michael E. Aslanian........ 38,577 5,000 556 33,912 78,045
Carroll D. Curless......... 160,560 5,000 3,520 67,824 236,904
David G. Krall............. -- 2,813 244 -- 3,057
</TABLE>
Additionally, in fiscal 1999, Mr. Aslanian was paid $8,960 in connection
with a relocation.
(4) Mr. Krall was first employed by the Company on June 1, 1998.
RETIREMENT BENEFITS
The following table shows the estimated total combined annual benefits
payable to the Named Executive Officers upon retirement at age 62 under Social
Security, the Salaried Plan and the SERP, computed on the basis of a
straight-life annuity:
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
--------------------------------------------
REMUNERATION 10 15 20 25+
------------ -------- -------- -------- --------
<S> <C> <C> <C> <C>
$ 250,000....................................... $ 60,000 $ 90,000 $120,000 $150,000
300,000...................................... 72,000 108,000 144,000 180,000
350,000...................................... 84,000 126,000 168,000 210,000
400,000...................................... 96,000 144,000 192,000 240,000
450,000...................................... 108,000 162,000 216,000 270,000
500,000...................................... 120,000 180,000 240,000 300,000
550,000...................................... 132,000 198,000 264,000 330,000
600,000...................................... 144,000 216,000 288,000 360,000
650,000...................................... 156,000 234,000 312,000 390,000
700,000...................................... 168,000 252,000 336,000 420,000
750,000...................................... 180,000 270,000 360,000 450,000
800,000...................................... 192,000 288,000 384,000 480,000
850,000...................................... 204,000 306,000 408,000 510,000
900,000...................................... 216,000 324,000 432,000 540,000
950,000...................................... 228,000 342,000 456,000 570,000
$1,000,000...................................... $240,000 $360,000 $480,000 $600,000
</TABLE>
68
<PAGE> 69
<TABLE>
<CAPTION>
YEARS OF SERVICE
--------------------------------------------
REMUNERATION 10 15 20 25+
------------ -------- -------- -------- --------
<S> <C> <C> <C> <C>
1,050,000...................................... 252,000 378,000 504,000 630,000
1,100,000...................................... 264,000 396,000 528,000 660,000
1,150,000...................................... 276,000 414,000 552,000 690,000
</TABLE>
The Eagle-Picher Salaried Plan (the "Salaried Plan" and, together with the
SERP, the "Retirement Plans") is a non-contributory defined benefit pension plan
in which the Named Executive Officers are participants. The SERP, in which the
Named Executive Officers are also participants, provides retirement benefits in
addition to the benefits available under the Salaried Plan. The Retirement Plans
provide benefits after retirement based on the highest average monthly
compensation during five consecutive years of the last ten years preceding
retirement. For purposes of the Retirement Plans, compensation includes base
salary, bonuses, commissions and severance payments. Salary and bonus payments
that would be included in the Retirement Plans are as reported in the Summary
Compensation Table, and commissions or severance payments, if there had been
any, also would have been included in that Table. The payments pursuant to the
Short Term Sale Program (discussed below) are not included in such compensation.
The estimated credited years of service for the Named Executive Officers at
age 62 will be:
<TABLE>
<S> <C>
Andries Ruijssenaars........................................ 24
Wayne R. Wickens............................................ 32
Michael E. Aslanian......................................... 41
Carroll D. Curless.......................................... 36
David G. Krall.............................................. 25
</TABLE>
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company receive an annual retainer
of $50,000, payable quarterly, with no additional fees for attendance or
committee membership. Directors who are also employees of the Company receive no
fees for their services as Directors.
Effective January 1, 1999, the Company adopted an Incentive Stock Plan for
Outside Directors. Under the Plan, nonemployee directors of the Company who also
are directors of the Subsidiary may be awarded shares of the Company's Class A
Common Stock in lieu of directors' fees for a period of years. The right to
receive the shares is conditioned on the participant's execution of a
shareholders' agreement which, among other things, governs the transferability
of the shares, and a voting trust agreement under which the shares are held of
record and voted by Granaria Holdings B.V. In connection with his becoming a
director, Dr. Wendelin Wiedeking was awarded 2,500 shares, valued at $441,175,
as of April 12, 1999. All or a portion of the shares will be forfeited, in
accordance with a declining scale of 20% per year, if Dr. Wiedeking leaves
either Board prior to April 12, 2004 (i.e., all are forfeited prior to April 12,
2000, 80% are forfeited prior to April 12, 2001, etc.). The forfeiture
provisions terminate in the event of Dr. Wiedeking's death or incapacity or if a
change of control occurs or an initial public offering is made. If Dr. Wiedeking
is involuntarily removed from the Boards, other than for cause, the Subsidiary
will reimburse him for his tax liability relating to any forfeited shares.
Joel P. Wyler and Daniel C. Wyler, as named Directors of the Company and
Subsidiary, provide services on behalf of and pursuant to their employment by
Granaria Holdings B.V. All directors' fees due as a result of their services as
named Directors are paid to Granaria Holdings B.V.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
On March 25, 1999, the Board of Directors of the Company established a
Compensation Committee comprised of Joel P. Wyler, Chairman of Granaria Holdings
B.V. and Chairman of the Company and Subsidiary, Daniel C. Wyler, CEO of
Granaria Holdings B.V., Dr. Wendelin Wiedeking, Chairman, President and CEO of
Porsche AG and Andries Ruijssenaars, President and Chief Executive Officer of
the Company and Subsidiary.
69
<PAGE> 70
Prior to the formation of the Committee, decisions regarding compensation were
passed upon by the Board of Directors as a whole.
EMPLOYMENT AGREEMENTS; SEVERANCE
The Subsidiary had employment agreements, which became effective on
November 29, 1996 and expired on February 24, 2000, with Messrs. Ruijssenaars,
Wickens and Curless. The employment agreements provided for base annual salaries
and for salary increases and bonuses, as determined from time to time by the
Board of Directors of the Subsidiary. Fiscal 1999 amounts are shown in the
Summary Compensation Table, above. In addition, the employment agreements
provided that each officer would participate in the Company's employee and
executive benefit and short and long-term incentive plans as in effect from time
to time.
Effective November 18, 1996, the Subsidiary adopted the Eagle-Picher
Industries, Inc. Officer Severance Plan (the "Severance Plan") covering all
officers of the Subsidiary, including the Named Executive Officers, other than
those with employment agreements. Mr. Aslanian and Mr. Krall have been and will
continue to participate in the Severance Plan. Effective with the expiration of
their employment agreements, Mr. Ruijssenaars, Mr. Wickens and Mr. Curless also
are participants.
Under the terms of the Severance Plan, if a participant is terminated by
the Subsidiary other than for cause, he will be entitled to:
(a) a "supplemental severance" benefit equal to one year's base pay
(at the then-current base salary),
(b) a "base severance" benefit equal to one week's pay for each
completed year of service with the Subsidiary, and
(c) continued group medical and group life insurance benefits for the
same period as set forth in (b).
Benefits will not be paid if a participant voluntarily leaves the employ of
the Subsidiary or remains employed by the Subsidiary following a change of
control. If a participant is employed by another company while receiving
benefits under this Plan, the base severance benefit will be reduced by all
wages received from the new employer. Similarly, continued insurance benefits
will be discontinued if comparable benefits are offered by the new employer.
SHORT TERM SALE PROGRAM
Prior to the Acquisition, the Subsidiary adopted a Short Term Sale Program
(the "STSP") pursuant to which the Subsidiary was obligated to make payments to
certain members of senior management (the "eligible individuals") in connection
with the consummation of the Acquisition. The STSP provided for (i) a stay-put
bonus equal to an eligible individual's fiscal 1997 base salary ("Stay-Put") and
(ii) a sales incentive bonus based on a multiple (ranging from 50% to 200%) of
an eligible individual's fiscal 1997 base salary ("Sales Incentive").
The Stay-Put bonus is payable in two equal parts: the first was paid
shortly after the Acquisition, and the second is payable shortly following the
second anniversary of the Acquisition, provided that the individual has remained
employed by the Subsidiary. The second Stay-Put to be paid to each of the Named
Executive Officers is as follows: Mr. Ruijssenaars, $262,500; Mr. Wickens,
$162,500; Mr. Aslanian, $90,000; and Mr. Curless, $120,000. Mr. Krall is not a
participant in the STSP.
The Sales Incentive bonus, which was payable only if the present value of
the after-tax proceeds to the Trust in connection with the Acquisition met a
threshold amount set forth in the STSP, increased on a straight-line basis in
the event that the Trust's after-tax proceeds exceeded a specified target
amount. Based upon an estimate of the amount that would be payable, the
Subsidiary made initial Sales Incentive bonus payments to each of the Named
Executive Officers, other than Mr. Krall, in fiscal 1998. During fiscal 1999,
when the determination of the present value of the after-tax proceeds to the
Trust became final, the Subsidiary completed the Sales Incentive bonus payments.
Amounts paid to the Named Executive Officers in fiscal 1999 are shown in
footnote 3 to the Summary Compensation Table.
70
<PAGE> 71
INCENTIVE STOCK PLAN
The Subsidiary has an Incentive Stock Plan pursuant to which restricted
shares of the Company's Class A Common Stock have been and may be allocated to
members of the Subsidiary's senior management. The right to receive the shares
is conditioned on the participant's execution of a shareholders' agreement
which, among other things, governs the transferability of the shares, and a
voting trust agreement under which the shares are held of record and voted by
Granaria Holdings B.V. However, shares awarded are beneficially owned by the
recipient and generally are immediately vested. Under the terms of the Plan, the
Subsidiary is obligated to reimburse Plan participants for any tax obligations
associated with their receipt of the shares.
71
<PAGE> 72
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding the beneficial
ownership of the Company's Class A Common Stock as of February 24, 2000, by each
person known by the Company to own beneficially 5% or more of the Class A Common
Stock, the Company's only voting security.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
-------------------------------
NUMBER OF PERCENTAGE OF
NAME CLASS A SHARES CLASS A SHARES
- ---- -------------- --------------
<S> <C> <C>
Granaria Holdings B.V. ..................................... 619,501 99.1%
Lange Voorhout 16
P.O. Box 233
2501 CE The Hague
The Netherlands(1),(2),(3)
Joel P. Wyler............................................... 625,001 100.0%
Lange Voorhout 16
P.O. Box 233
2501 CE The Hague
The Netherlands(2),(3),(4),(5)
Daniel C. Wyler............................................. 619,501 99.1%
Lange Voorhout 16
P.O. Box 233
2501 CE The Hague
The Netherlands(2),(3),(4)
</TABLE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information as of February 24, 2000,
regarding the ownership of the Company's Class A Common Stock, the Company's
only voting security and the only equity security held by the Company's
directors or executive officers. All shares are subject both to a Voting Trust
Agreement that allows all of the shares owned by the Company's management to be
voted by Granaria Holdings B.V. and to a Shareholders Agreement that restricts
their disposition.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
-------------------------------
NUMBER OF PERCENTAGE OF
NAME CLASS A SHARES CLASS A SHARES
- ---- -------------- --------------
<S> <C> <C>
Joel P. Wyler(2),(3),(4),(5)................................ 625,001 100.0%
Daniel C. Wyler(2),(3),(4).................................. 619,501 99.1%
Andries Ruijssenaars(5)..................................... 35,500 5.7%
Wayne R. Wickens............................................ 10,000 1.6%
Michael E. Aslanian......................................... 6,250 1.0%
Carroll D. Curless.......................................... 5,000 *
David G. Krall.............................................. 1,250 *
Philip F. Schultz........................................... 1,250 *
Dr. Wendelin Wiedeking...................................... 2,500 *
All directors and executive officers as a group (seven
persons).................................................. 625,001 100.0%
</TABLE>
- ---------------
(*) Less than 1.0%.
(1) Granaria Holdings B.V. is 100% owned by Wijler Holding B.V., a Dutch
Antilles company, 50.1% of which is owned by Joel P. Wyler and 49.9% of
which is owned by Daniel C. Wyler.
72
<PAGE> 73
(2) Includes 525,001 shares held by Granaria Industries B.V., which is majority
owned by Granaria Holdings B.V.
(3) Includes 83,500 shares held by Granaria Holdings B.V. as voting trustee for
certain members of management.
(4) Includes 11,000 shares held by Granaria Holdings B.V.
(5) Includes 5,500 shares held by the E-P Management Trust, of which Messrs.
Joel P. Wyler and Andries Ruijssenaars are trustees.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS.
The Company has an advisory and consulting agreement with Granaria Holdings
B.V. ("Granaria Holdings") pursuant to which the Company pays Granaria Holdings
an annual management fee of $1.75 million annually plus out-of-pocket expenses.
Fees and expenses relating to these services amounted to $2.0 million in 1999.
At November 30, 1999, $.4 million relating to these fees and expenses is due
Granaria Holdings.
The Subsidiary adopted a Short Term Sale Program ("STSP") prior to the
Acquisition which provided for payments to the executive officers and members of
senior management in the event of a change of control. The Acquisition
constituted such a change of control. (See Executive Compensation -- Short Term
Sale Program.) The Company recorded an expense of $10.1 million in the year
ended November 30, 1998 in connection with the STSP, of which $1.5 million
remains unpaid as of November 30, 1999.
In 1998, the Company paid $10.0 million to the Eagle-Picher Management
Trust ("E-P Management Trust") for the benefit of certain executive officers of
the Company. The $10.0 million payment was effectively used to acquire certain
restricted stock of Granaria Industries B.V. which was later exchanged for
common stock of the Company. Certain of the shares of the Company held by the
E-P Management Trust have been allocated to certain members of senior management
of the Company. The Company also reimbursed the holders of the shares for their
tax obligations associated with receipt of such shares. (See Executive
Compensation -- Incentive Stock Plan.) The Company has recorded compensation
expense of $.4 million in 1999 for the restricted shares and related tax
reimbursements.
73
<PAGE> 74
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
<TABLE>
<C> <S> <C>
(a)1. All Financial Statements:
-- Financial Statements - Included in Item 8 in this Report
-- Independent Auditors' Report - Included in Item 8 in this
Report
2. Financial Statement Schedules
-- None
3. Exhibits (numbers keyed to Item 601, Regulation S-K)
2.1 -- Third Amended Plan of Reorganization of Eagle-Picher
Industries, Inc. (the "Subsidiary")(1)
2.2 -- Exhibits to Third Amended Plan of Reorganization of the
Subsidiary(1)
3.1 -- Articles of Incorporation of the Subsidiary, as amended(1)
3.2 -- Regulations of the Subsidiary(1)
3.3 -- Amended and Restated Certificate of Incorporation of
Eagle-Picher Holdings, Inc. (the "Company")(1)
3.4 -- Bylaws of the Company(1)
3.5 -- Articles of Incorporation of Daisy Parts, Inc.(2)
3.6 -- Bylaws of Daisy Parts, Inc.(2)
3.7 -- Certificate of Incorporation of Eagle-Picher Development
Company, Inc.(2)
3.8 -- Bylaws of Eagle-Picher Development Company, Inc.(2)
3.9 -- Certificate of Incorporation of Eagle-Picher Far East,
Inc.(2)
3.10 -- Bylaws of Eagle-Picher Far East, Inc.(2)
3.11 -- Articles of Incorporation of Eagle-Picher Fluid Systems,
Inc.(2)
3.12 -- Bylaws of Eagle-Picher Fluid Systems, Inc.(2)
3.13 -- Articles of Incorporation of Eagle-Picher Minerals, Inc.(2)
3.14 -- Bylaws of Eagle-Picher Minerals, Inc.(2)
3.15 -- Certificate of Formation of Eagle-Picher Technologies,
LLC(2)
3.16 -- Operating Agreement of Eagle-Picher Technologies, LLC(2)
3.16a -- Amended and Restated Limited Liability Company Agreement of
Eagle-Picher Technologies, LLC(3)
3.17 -- Articles of Incorporation of Hillsdale Tool & Manufacturing
Co.(2)
3.18 -- Bylaws of Hillsdale Tool & Manufacturing Co.(2)
3.19 -- Articles of Incorporation of Michigan Automotive Research
Corporation(2)
3.20 -- Bylaws of Michigan Automotive Research Corporation(2)
4.1 -- Indenture, dated as of February 24, 1998, between the
Subsidiary, the Company as a Guarantor, the subsidiary
guarantors (Daisy Parts, Inc. Eagle-Picher Development
Company, Inc., Eagle-Picher Far East, Inc., Eagle-Picher
Fluid Systems, Inc., Eagle-Picher Minerals, Inc.,
Eagle-Picher Technologies, LLC, Hillsdale Tool &
Manufacturing Co., Michigan Automotive Research Corporation
(together, the "Subsidiary Guarantors' or the "Domestic
Subsidiaries"), and The Bank of New York as Trustee (the
"Trustee")(1)
4.2 -- Cross Reference Table showing the location in the Indenture
of the provisions of Sections 310 through 318(a), inclusive,
of the Trust Indenture Act of 1939(1)
4.3 -- First Supplemental Indenture dated as of February 24, 1998,
between the Subsidiary and the Trustee(1)
4.4 -- Form of Global Note (attached as Exhibit A to the Indenture
filed as Exhibit 4.1)(1)
</TABLE>
74
<PAGE> 75
<TABLE>
<C> <S> <C>
4.5 -- Certified Copy of the Certificate of Designations,
Preferences and Rights of 11 3/4% Series A Cumulative
Redeemable Exchangeable Preferred Stock and 11 3/4% Series B
Cumulative Redeemable Exchangeable Preferred Stock of the
Company(1)
4.6 -- Form of Certificate and Global Share of 11 3/4% Series A
Cumulative Redeemable Exchangeable Preferred Stock and
11 3/4% Series B Cumulative Redeemable Exchangeable
Preferred Stock (attached as Exhibit A to the Certificate of
Designations filed as Exhibit 4.5)(1)
4.7 -- Form of Exchange Debentures Indenture relating to 11 3/4%
Exchange Debentures due 2008 of the Company(1)
4.8 -- Cross Reference Table showing the location in the Exchange
Debentures Indenture of the provisions of Sections 310
through 318(a), inclusive, of the Trust Indenture Act of
1939(1)
4.9 -- Form of 11 3/4% Exchange Debenture due 2008 (attached as
Exhibit A to the Exchange Debentures Indenture filed as
Exhibit 4.7)(1)
9.1 -- Voting Trust Agreement dated November 16, 1998 with owners
of Class A (Voting) Common Stock of the Company(4)
10.1 -- Merger Agreement, dated as of December 23, 1997, among the
Subsidiary, the Eagle-Picher Industries,Inc. Personal Injury
Settlement Trust, the Company and E-P Acquisition, Inc.(1)
10.2 -- Amendment No. 1 to the Merger Agreement, dated as of
February 23, 1998, among the Subsidiary, the Eagle-Picher
Industries, Inc. Personal Injury Settlement Trust, the
Company and E-P Acquisition, Inc.(1)
10.3 -- Supplemental Executive Retirement Plan of the Subsidiary(2)
10.4 -- Notes Purchase Agreement, dated February 19, 1998, among E-P
Acquisition, Inc., the Subsidiary, The Company, SBC Warburg
Dillon Read and ABN AMRO Incorporated(1)
10.5 -- Assumption Agreement for the Notes Purchase Agreement, dated
as of February 24, 1998, between the Subsidiary and the
Subsidiary Guarantors(1)
10.6 -- Registration Rights Agreement, dated as of February 24,
1998, between E-P Acquisition, Inc., SBC Warburg Dillon Read
and ABN AMRO Incorporated(1)
10.7 -- Assumption Agreement for the Registration Rights Agreement,
dated as of February 24, 1998, of the Subsidiary(1)
10.8 -- Credit Agreement, dated as of February 19, 1998, among E-P
Acquisition, Inc. (merged with and into the Subsidiary),
Various Lenders from time to time party thereto, ABN AMRO
Bank N.V., as Agent (the "Agent"), PNC Bank, National
Association, as Documentation Agent and DLJ Capital Funding,
Inc., as Syndication Agent(1)
10.9 -- Assumption Agreement dated as of February 24, 1998, between
the Subsidiary and the Agent(1)
10.10 -- Security Agreement, dated as of February 24, 1998, among the
Subsidiary, the Agent and the Domestic Subsidiaries(1)
10.11 -- Holdings Pledge Agreement, dated as of February 24, 1998,
between the Company and the Agent(1)
10.12 -- Borrower and Subsidiary Pledge Agreement, dated as of
February 24, 1998, among the Subsidiary, Eagle-Picher
Development Company, Eagle-Picher Minerals Inc. and the
Agent(1)
10.13 -- Holdings Guaranty Agreement, dated as of February 24, 1998,
by the Company, accepted and agreed by the Agent(1)
10.14 -- Subsidiary Guaranty Agreement, dated as of February 24,
1998, by the Domestic Subsidiaries, accepted and agreed by
the Agent(1)
10.15 -- Trademark Collateral Agreement, dated February 24, 1998,
between the Subsidiary and the Agent(1)
</TABLE>
75
<PAGE> 76
<TABLE>
<C> <S> <C>
10.16 -- Patent Collateral Agreement, dated February 24, 1998,
between the Subsidiary and the Agent(1)
10.17 -- Copyright Collateral Agreement, dated February 24, 1998,
between the Subsidiary and the Agent(1)
10.18 -- Subordination Agreement, dated as of February 24, 1998,
among E-P Acquisition, Inc., the Subsidiary and the Domestic
Subsidiaries(2)
10.19 -- Management Agreement dated as of February 24, 1998, between
the Subsidiary and Granaria Holdings B.V.(1)
10.20 -- Eagle-Picher Management Trust made February 17, 1998, among
Granaria Industries B.V. and Thomas E. Petry, Andries
Ruijssenaars and Joel Wyler as trustees (the "E-P Management
Trust")(2)
10.21 -- Incentive Stock Plan of the Subsidiary, effective as of
February 25, 1998(2)
10.22 -- Employment Agreements dated November 29, 1996, between the
Subsidiary and each Named Executive Officer as defined in
the Subsidiary's Form S-4 filed in 1998, as amended (Messrs.
Petry, Ruijssenaars, Hall, Wickens, Curless and Ralston)(2)
10.23 -- Amendments dated August 5, 1997, to Employment Agreements
between the Subsidiary and each Named Executive Officer as
defined in the Subsidiary's Form S-4(2)
10.24 -- Sales Incentive Program of the Subsidiary(2)
10.25 -- Letter Agreements dated August 5, 1997, between the
Subsidiary and each Named Executive Officer as defined in
the Subsidiary's Form S-4 regarding Short Term Sale
Program(2)
10.26 -- Letter Agreement dated September 12, 1997, between the
Subsidiary and Carroll D. Curless regarding Sale Incentive
Bonus(2)
10.27 -- Letter Agreements dated February 18, 1998, between the
Subsidiary and each Named Executive Officer as defined in
the Subsidiary's Form S-4 regarding Short Term Sale
Program(2)
10.28 -- Side Letter, dated February 23, 1998, regarding Amendments
to the Short Term Sale Program(2)
10.29 -- Preferred Stock Purchase Agreement, dated February 19, 1998,
between the Company and the initial purchasers(1)
10.30 -- Preferred Stock Registration Rights Agreement, dated as of
February 24, 1998, between the Company and the initial
purchasers(1)
10.31 -- Transfer Agency Agreement, dated, dated as of February 24,
1998, between the Company and The Bank of New York, as
Transfer Agent(2)
10.32 -- The Company Incentive Stock Plan for Outside Directors
effective January 1, 1999(4)
10.33 -- Amended and Restated Incentive Stock Plan of the
Subsidiary(4)
10.34 -- Second Amended and Restated Incentive Stock Plan of the
Subsidiary(4)
10.35 -- Shareholders Agreement dated October 15, 1998, among
Granaria Holdings B.V., Granaria Industries B.V., the
Company and the Subsidiary(4)
10.36 -- Voting Trust Agreement dated as of November 16, 1998, by and
among certain shareholders of the Company and Granaria
Holdings B.V.(5)
10.37 -- Stock Purchase Agreement dated April 8, 1999, between
Hillsdale Tool & Manufacturing Co., Charterhouse Automotive
Group Inc. and the Shareholders of Charterhouse Automotive
Group, Inc.(6)
10.38 -- Shareholders Agreement dated April 12, 1999, among Granaria
Holdings B.V., the Company, the Subsidiary, and certain
shareholders of the Company(5)
10.39 -- Voting Trust Agreement dated April 13, 1999, between certain
shareholders of the Company and Granaria Holdings B.V. as
voting trustee(5)
</TABLE>
76
<PAGE> 77
<TABLE>
<C> <S> <C>
10.40 -- Amendment to Credit Agreement and Consent, dated as of May
18, 1999, among the Subsidiary, the lenders party thereto,
ABN AMRO Bank N.V., as Agent, PNC Bank, National
Association, as Documentation Agent, and NBD Bank, N.A., as
Syndication Agent(5)
10.41 -- Receivables Loan Agreement dated as of May 18, 1999, among
Eagle-Picher Acceptance Corporation, the Subsidiary, ABN
AMRO Bank N.V., the Lender Agents, the Related Bank Lenders,
Amsterdam Funding Corporation and the Other Conduit
Lenders(5)
10.42 -- Receivables Purchase Agreement dated as of May 18, 1999,
between the Subsidiary and Eagle-Picher Acceptance
Corporation(5)
10.43 -- Receivables Purchase Agreement dated as of May 18, 1999,
between Carpenter Enterprises Limited and Eagle-Picher
Acceptance Corporation(5)
10.44 -- Receivables Purchase Agreement dated as of May 18, 1999,
between Daisy Parts, Inc. and Eagle-Picher Acceptance
Corporation(5)
10.45 -- Receivables Purchase Agreement dated as of May 18, 1999,
between Eagle-Picher Development Company and Eagle-Picher
Acceptance Corporation(5)
10.46 -- Receivables Purchase Agreement dated as of May 18, 1999,
between Eagle-Picher Fluid Systems, Inc. and Eagle-Picher
Acceptance Corporation(5)
10.47 -- Receivables Purchase Agreement dated as of May 18, 1999,
between Eagle-Picher Minerals, Inc. and Eagle-Picher
Acceptance Corporation(5)
10.48 -- Receivables Purchase Agreement dated as of May 18, 1999,
between Eagle-Picher Technologies, LLC and Eagle-Picher
Acceptance Corporation(5)
10.49 -- Receivables Purchase Agreement dated as of May 18, 1999,
between Hillsdale Tool & Manufacturing Co. and Eagle-Picher
Acceptance Corporation(5)
10.50 -- Receivables Purchase Agreement dated as of May 18, 1999,
between Michigan Automotive Research Corporation and
Eagle-Picher Acceptance Corporation(5)
10.51 -- Share Appreciation Plan of the Subsidiary(7)
12.1 -- Ratios of Earnings to Fixed Charges and Preferred Stock
Dividends
21.1 -- Subsidiaries of the Subsidiary
23.1 -- Consent of Deloitte & Touche LLP
24(a),(b) -- Powers of Attorney
27.1 -- Financial Data Schedule (submitted electronically to the SEC
for its information)
</TABLE>
- ---------------
(1) Incorporated by reference to the Company's Form S-4 Registration Statement
No. 333-49957-01 filed on April 11, 1998.
(2) Incorporated by reference to the Subsidiary's Amendment No. 1 to Form S-4
Registration Statement No. 333-49957 filed on May 20, 1998.
(3) Incorporated by reference to the Subsidiary's Amendment No. 2 to Form S-4
Registration Statement No. 333-49957 filed on June 5, 1998.
(4) Incorporated by reference to the Company's Form 10-K filed on March 1, 1999.
(5) Incorporated by reference to the Company's Form 10-Q filed on June 30, 1999.
(6) Incorporated by reference to the Company's Form 8-K filed on April 21, 1999.
(7) Incorporated by reference to the Subsidiary's Form 10-Q filed on June 29,
1998.
- ---------------
(b)1. Reports on Form 8-K
-- None filed in the Company's fourth quarter for the period covered by the
report.
77
<PAGE> 78
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
EAGLE-PICHER HOLDINGS, INC.
By /s/ ANDRIES RUIJSSENAARS
------------------------------------
Andries Ruijssenaars
President and Chief Executive
Officer
Dated: February 28, 2000
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<C> <S>
/s/ ANDRIES RUIJSSENAARS Date: February 28, 2000
- --------------------------------------------------------
Andries Ruijssenaars, President,
Chief Executive Officer and Director
/s/ PHILIP F. SCHULTZ Date: February 28, 2000
- --------------------------------------------------------
Philip F. Schultz, Senior Vice President
and Chief Financial Officer
/s/ CARROLL D. CURLESS Date: February 28, 2000
- --------------------------------------------------------
Carroll D. Curless, Vice President and Controller
(Principal Accounting Officer)
/s/ JOEL P. WYLER* Date: February 28, 2000
- --------------------------------------------------------
Joel P. Wyler, Director and
Chairman of the Board
/s/ DANIEL C. WYLER* Date: February 28, 2000
- --------------------------------------------------------
Daniel C. Wyler, Director
*By /s/ DAVID G. KRALL
----------------------------------------------------
David G. Krall
Attorney-in-fact
</TABLE>
78
<PAGE> 79
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
EAGLE-PICHER INDUSTRIES, INC.
By /s/ ANDRIES RUIJSSENAARS
------------------------------------
Andries Ruijssenaars
President and Chief Executive
Officer
Dated: February 28, 2000
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
ADDITIONAL REGISTRANT, EAGLE-PICHER INDUSTRIES, INC., AND IN THE CAPACITIES AND
ON THE DATES INDICATED.
<TABLE>
<C> <S>
/s/ ANDRIES RUIJSSENAARS Date: February 28, 2000
- --------------------------------------------------------
Andries Ruijssenaars, President,
Chief Executive Officer and Director
/s/ PHILIP F. SCHULTZ Date: February 28, 2000
- --------------------------------------------------------
Philip F. Schultz, Senior Vice President
and Chief Financial Officer
/s/ CARROLL D. CURLESS Date: February 28, 2000
- --------------------------------------------------------
Carroll D. Curless, Vice President and Controller
(Principal Accounting Officer)
/s/ JOEL P. WYLER* Date: February 28, 2000
- --------------------------------------------------------
Joel P. Wyler, Director and
Chairman of the Board
/s/ DANIEL C. WYLER* Date: February 28, 2000
- --------------------------------------------------------
Daniel C. Wyler, Director
*By /s/ DAVID G. KRALL
----------------------------------------------------
David G. Krall
Attorney-in-fact
</TABLE>
79
<PAGE> 80
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
DAISY PARTS, INC.
By /s/ WILLIAM D. OETERS
------------------------------------
William D. Oeters
President
(Principal Executive Officer)
Dated: February 24, 2000
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
ADDITIONAL REGISTRANT, DAISY PARTS, INC., AND IN THE CAPACITIES AND ON THE DATES
INDICATED.
<TABLE>
<C> <S>
/s/ WILLIAM D. OETERS Date: February 24, 2000
- -----------------------------------------------------
William D. Oeters, President
(Principal Executive Officer)
/s/ GARY M. FREYTAG Date: February 28, 2000
- -----------------------------------------------------
Gary M. Freytag, Vice President
and Treasurer
(Principal Financial Officer)
/s/ DAVID P. KELLEY Date: February 24, 2000
- -----------------------------------------------------
David P. Kelley, Controller
(Principal Accounting Officer)
/s/ DAVID N. EVANS Date: February 28, 2000
- -----------------------------------------------------
David N. Evans, Director
/s/ DAVID G. KRALL Date: February 28, 2000
- -----------------------------------------------------
David G. Krall, Director
</TABLE>
80
<PAGE> 81
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
EAGLE-PICHER DEVELOPMENT CO., INC.
By /s/ ANDRIES RUIJSSENAARS
------------------------------------
Andries Ruijssenaars
President
(Principal Executive Officer)
Dated: February 28, 2000
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
ADDITIONAL REGISTRANT, EAGLE-PICHER DEVELOPMENT CO., INC., AND IN THE CAPACITIES
AND ON THE DATES INDICATED.
<TABLE>
<C> <S>
/s/ ANDRIES RUIJSSENAARS Date: February 28, 2000
- -----------------------------------------------------
Andries Ruijssenaars, Director
and President
(Principal Executive Officer)
/s/ GARY M. FREYTAG Date: February 28, 2000
- -----------------------------------------------------
Gary M. Freytag, Vice President
and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
/s/ DAVID G. KRALL Date: February 28, 2000
- -----------------------------------------------------
David G. Krall, Director
</TABLE>
81
<PAGE> 82
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
EAGLE-PICHER FAR EAST, INC.
By /s/ SADAO TAKAHASHI
------------------------------------
Sadao Takahashi
President
(Principal Executive Officer)
Dated: February 25, 2000
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
ADDITIONAL REGISTRANT, EAGLE-PICHER FAR EAST, INC., AND IN THE CAPACITIES AND ON
THE DATES INDICATED.
<TABLE>
<C> <S>
/s/ SADAO TAKAHASHI Date: February 25, 2000
- -----------------------------------------------------
Sadao Takahashi, President
(Principal Executive Officer)
/s/ GARY M. FREYTAG Date: February 28, 2000
- -----------------------------------------------------
Gary M. Freytag, Vice President
and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
/s/ DAVID N. EVANS Date: February 28, 2000
- -----------------------------------------------------
David N. Evans, Director
/s/ DAVID G. KRALL Date: February 28, 1999
- -----------------------------------------------------
David G. Krall, Director
</TABLE>
82
<PAGE> 83
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
EAGLE-PICHER FLUID SYSTEMS, INC.
By /s/ SCOTT F. MALY
------------------------------------
Scott F. Maly
President
(Principal Executive Officer)
Dated: February 25, 2000
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
ADDITIONAL REGISTRANT, EAGLE-PICHER FLUID SYSTEMS, INC., AND IN THE CAPACITIES
AND ON THE DATES INDICATED.
<TABLE>
<C> <S>
/s/ SCOTT F. MALY Date: February 25, 2000
- --------------------------------------------------------
Scott F. Maly, President
(Principal Executive Officer)
/s/ GARY M. FREYTAG Date: February 28, 2000
- --------------------------------------------------------
Gary M. Freytag, Treasurer
(Principal Financial Officer)
/s/ DANIEL T. HOAG Date: February 25, 2000
- --------------------------------------------------------
Daniel T. Hoag, Controller
(Principal Accounting Officer)
/s/ DAVID G. KRALL Date: February 28, 2000
- --------------------------------------------------------
David G. Krall, Director
</TABLE>
83
<PAGE> 84
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
EAGLE-PICHER MINERALS, INC.
By /s/ RICHARD B. TENENHOLTZ
------------------------------------
Richard B. Tenenholtz
President
(Principal Executive Officer)
Dated: February 25, 2000
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
ADDITIONAL REGISTRANT, EAGLE-PICHER MINERALS, INC., AND IN THE CAPACITIES AND ON
THE DATES INDICATED.
<TABLE>
<C> <S>
/s/ RICHARD B. TENENHOLTZ Date: February 25, 2000
- --------------------------------------------------------
Richard B. Tenenholtz, President
(Principal Executive Officer)
/s/ GARY M. FREYTAG Date: February 28, 2000
- --------------------------------------------------------
Gary M. Freytag, Vice President
and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
/s/ DAVID N. EVANS Date: February 28, 2000
- --------------------------------------------------------
David N. Evans, Director
/s/ DAVID G. KRALL Date: February 28, 2000
- --------------------------------------------------------
David G. Krall, Director
</TABLE>
84
<PAGE> 85
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
EAGLE-PICHER TECHNOLOGIES, LLC
By /s/ WILLIAM E. LONG
------------------------------------
William E. Long
President
(Principal Executive Officer)
Dated: February 25, 2000
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
ADDITIONAL REGISTRANT, EAGLE-PICHER TECHNOLOGIES, LLC, AND IN THE CAPACITIES AND
ON THE DATES INDICATED.
<TABLE>
<C> <S>
/s/ WILLIAM E. LONG Date: February 25, 2000
- --------------------------------------------------------
William E. Long, President
and Director
(Principal Executive Officer)
/s/ R. DOUG WRIGHT Date: February 25, 2000
- --------------------------------------------------------
R. Doug Wright, Vice President,
Chief Financial Officer and Treasurer
(Principal Financial Officer
and Principal Accounting Officer)
/s/ JOEL P. WYLER* Date: February 28, 2000
- --------------------------------------------------------
Joel P. Wyler, Director
/s/ ANDRIES RUIJSSENAARS Date: February 28, 2000
- --------------------------------------------------------
Andries Ruijssenaars, Director
*By /s/ DAVID G. KRALL
----------------------------------------------------
David G. Krall
Attorney-in-fact
</TABLE>
85
<PAGE> 86
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
HILLSDALE TOOL & MANUFACTURING CO.
By /s/ WILLIAM D. OETERS
------------------------------------
William D. Oeters
President
(Principal Executive Officer)
Dated: February 24, 2000
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
ADDITIONAL REGISTRANT, HILLSDALE TOOL & MANUFACTURING CO., AND IN THE CAPACITIES
AND ON THE DATES INDICATED.
<TABLE>
<C> <S>
/s/ WILLIAM D. OETERS Date: February 24, 2000
- --------------------------------------------------------
William D. Oeters, President
(Principal Executive Officer)
/s/ GARY M. FREYTAG Date: February 28, 2000
- --------------------------------------------------------
Gary M. Freytag, Vice President
and Treasurer
(Principal Financial Officer)
/s/ DAVID P. KELLEY Date: February 24, 2000
- --------------------------------------------------------
David P. Kelley, Controller
(Principal Accounting Officer)
/s/ DAVID N. EVANS Date: February 28, 2000
- --------------------------------------------------------
David N. Evans, Director
/s/ DAVID G. KRALL Date: February 28, 2000
- --------------------------------------------------------
David G. Krall, Director
</TABLE>
86
<PAGE> 87
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
MICHIGAN AUTOMOTIVE RESEARCH
CORPORATION
By /s/ MICHAEL E. ASLANIAN
------------------------------------
Michael E. Aslanian
President
(Principal Executive Officer)
Dated: February 25, 2000
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
ADDITIONAL REGISTRANT, MICHIGAN AUTOMOTIVE RESEARCH CORPORATION, AND IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<C> <S>
/s/ MICHAEL E. ASLANIAN Date: February 28, 2000
- --------------------------------------------------------
Michael E. Aslanian, President
and Director
(Principal Executive Officer)
/s/ GARY M. FREYTAG Date: February 28, 2000
- --------------------------------------------------------
Gary M. Freytag, Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
/s/ DAVID G. KRALL Date: February 28, 2000
- --------------------------------------------------------
David G. Krall, Director
</TABLE>
87
<PAGE> 88
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<C> <S> <C>
2.1 -- Third Amended Plan of Reorganization of Eagle-Picher
Industries, Inc. (the "Subsidiary")*
2.2 -- Exhibits to Third Amended Plan of Reorganization of the
Subsidiary*
3.1 -- Articles of Incorporation of the Subsidiary, as amended*
3.2 -- Regulations of the Subsidiary*
3.3 -- Amended and Restated Certificate of Incorporation of
Eagle-Picher Holdings, Inc. (the "Company")*
3.4 -- Bylaws of the Company*
3.5 -- Articles of Incorporation of Daisy Parts, Inc.*
3.6 -- Bylaws of Daisy Parts, Inc.*
3.7 -- Certificate of Incorporation of Eagle-Picher Development
Company, Inc.*
3.8 -- Bylaws of Eagle-Picher Development Company, Inc.*
3.9 -- Certificate of Incorporation of Eagle-Picher Far East, Inc.*
3.10 -- Bylaws of Eagle-Picher Far East, Inc.*
3.11 -- Articles of Incorporation of Eagle-Picher Fluid Systems,
Inc.*
3.12 -- Bylaws of Eagle-Picher Fluid Systems, Inc.*
3.13 -- Articles of Incorporation of Eagle-Picher Minerals, Inc.*
3.14 -- Bylaws of Eagle-Picher Minerals, Inc.*
3.15 -- Certificate of Formation of Eagle-Picher Technologies, LLC*
3.16 -- Operating Agreement of Eagle-Picher Technologies, LLC*
3.16a -- Amended and Restated Limited Liability Company Agreement of
Eagle-Picher Technologies, LLC*
3.17 -- Articles of Incorporation of Hillsdale Tool & Manufacturing
Co.*
3.18 -- Bylaws of Hillsdale Tool & Manufacturing Co.*
3.19 -- Articles of Incorporation of Michigan Automotive Research
Corporation*
3.20 -- Bylaws of Michigan Automotive Research Corporation*
4.1 -- Indenture, dated as of February 24, 1998, between E-P
Acquisition, Inc., the Company as a Guarantor, the
subsidiary guarantors (Daisy Parts, Inc., Eagle-Picher
Development Company, Inc., Eagle-Picher Far East, Inc.,
Eagle-Picher Fluid Systems, Inc., Eagle-Picher Minerals,
Inc., Eagle-Picher Technologies, LLC, Hillsdale Tool &
Manufacturing Co., Michigan Automotive Research Corporation
(together, the "Subsidiary Guarantors" or the "Domestic
Subsidiaries"), and The Bank of New York as Trustee (the
"Trustee")*
4.2 -- Cross Reference Table showing the location in the Indenture
of the provisions of Sections 310 through 318(a), inclusive,
of the Trust Indenture Act of 1939*
4.3 -- First Supplemental Indenture dated as of February 24, 1998,
between the Subsidiary and the Trustee*
4.4 -- Form of Global Note (attached as Exhibit A to the Indenture
filed as Exhibit 4.1)*
4.5 -- Certified Copy of the certificate of Designations,
Preferences and Rights of 11 3/4% Series A Cumulative
Redeemable Exchangeable Preferred Stock and 11 3/4% Series B
Cumulative Redeemable Exchangeable Preferred Stock of the
Company*
4.6 -- Form of Certificate and Global Share of 11 3/4% Series A
Cumulative Redeemable Exchangeable Preferred Stock and
11 3/4% Series B Cumulative Redeemable Exchangeable
Preferred Stock (attached as Exhibit A to the Certificate of
Designations filed as Exhibit 4.5)*
4.7 -- Form of Exchange Debentures Indenture relating to 11 3/4%
Exchange Debentures due 2008 of Registrant*
</TABLE>
88
<PAGE> 89
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<C> <S> <C>
4.8 -- Cross Reference Table showing the location in the Exchange
Debentures Indenture of the provisions of Sections 310
through 318(a), inclusive, of the Trust Indenture Act of
1939*
4.9 -- Form of 11 3/4% Exchange Debenture due 2008 (attached as
Exhibit A to the Exchange Debentures Indenture filed as
Exhibit 4.7)*
9.1 -- Voting Trust Agreement dated November 16, 1998, with owners
of Class A (Voting) Common Stock of the Company*
10.1 -- Merger Agreement, dated as of December 23, 1997, among the
Subsidiary, the Eagle-Picher Industries,Inc. Personal Injury
Settlement Trust, the Company and E-P Acquisition, Inc.*
10.2 -- Amendment No. 1 to the Merger Agreement, dated as of
February 23, 1998, among the Subsidiary, the Eagle-Picher
Industries, Inc. Personal Injury Settlement Trust, the
Company and E-P Acquisition, Inc.*
10.3 -- Supplemental Executive Retirement Plan of the Subsidiary*
10.4 -- Notes Purchase Agreement, dated February 19, 1998, among E-P
Acquisition, Inc., the Subsidiary, the Company, SBC Warburg
Dillon Read and ABN AMRO Incorporated*
10.5 -- Assumption Agreement for the Notes Purchase Agreement, dated
as of February 24, 1998, between the Subsidiary and the
Subsidiary Guarantors*
10.6 -- Registration Rights Agreement, dated as of February 24,
1998, between E-P Acquisition, Inc., SBC Warburg Dillon Read
and ABN AMRO Incorporated*
10.7 -- Assumption Agreement for the Registration Rights Agreement,
dated as of February 24, 1998, of the Subsidiary*
10.8 -- Credit Agreement, dated as of February 19, 1998, among E-P
Acquisition, Inc. (merged with and into the Subsidiary),
Various Lenders from time to time party thereto, ABN AMRO
Bank N.V., as Agent (the "Agent"), PNC Bank, National
Association, as Documentation Agent and DLJ Capital Funding,
Inc., as Syndication Agent*
10.9 -- Assumption Agreement dated as of February 24, 1998, between
the Subsidiary and the Agent*
10.10 -- Security Agreement, dated as of February 24, 1998, among the
Subsidiary, the Agent and the Domestic Subsidiaries*
10.11 -- Holdings Pledge Agreement, dated as of February 24, 1998,
between the Company and the Agent*
10.12 -- Borrower and Subsidiary Pledge Agreement, dated as of
February 24, 1998, among the Subsidiary, Eagle-Picher
Development Company, Eagle-Picher Minerals, Inc. and the
Agent*
10.13 -- Holdings Guaranty Agreement, dated as of February 24, 1998,
by the Company, accepted and agreed by the Agent*
10.14 -- Subsidiary Guaranty Agreement, dated as of February 24,
1998, by the Domestic Subsidiaries, accepted and agreed by
the Agent*
10.15 -- Trademark Collateral Agreement, dated February 24, 1998,
between the Subsidiary and the Agent*
10.16 -- Patent Collateral Agreement, dated February 24, 1998,
between the Subsidiary and the Agent*
10.17 -- Copyright Collateral Agreement, dated February 24, 1998,
between the Subsidiary and the Agent*
10.18 -- Subordination Agreement, dated as of February 24, 1998,
among E-P Acquisition, Inc., the Subsidiary and the Domestic
Subsidiaries*
10.19 -- Management Agreement dated as of February 24, 1998, between
the Subsidiary and Granaria Holdings B.V.*
10.20 -- Eagle-Picher Management Trust made February 17, 1998, among
Granaria Industries B.V. and Thomas E. Petry, Andries
Ruijssenaars and Joel Wyler as trustees (the "E-P Management
Trust")*
</TABLE>
89
<PAGE> 90
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<C> <S> <C>
10.21 -- Incentive Stock Plan of the Subsidiary, effective as of
February 25, 1998*
10.22 -- Employment Agreements dated November 29, 1996, between the
Subsidiary and each Named Executive Officer as defined in
the Subsidiary's Form S-4 filed in 1998, as amended (Messrs.
Petry, Ruijssenaars, Hall, Wickens, Curless and Ralston)*
10.23 -- Amendments dated August 5, 1997 to Employment Agreements
between the Subsidiary and each Named Executive Officer as
defined in the Subsidiary's Form S-4*
10.24 -- Sales Incentive Program of the Subsidiary*
10.25 -- Letter Agreements dated August 5, 1997, between the
Subsidiary and each Named Executive Officer as defined in
the Subsidiary's Form S-4 regarding Short Term Sale Program*
10.26 -- Letter Agreement dated September 12, 1997, between the
Subsidiary and Carroll D. Curless regarding Sale Incentive
Bonus*
10.27 -- Letter Agreements dated February 18, 1998, between the
Subsidiary and each Named Executive Officer as defined in
the Subsidiary's Form S-4 regarding Short Term Sale Program*
10.28 -- Side Letter, dated February 23, 1998, regarding Amendments
to the Short Term Sale Program*
10.29 -- Preferred Stock Purchase Agreement, dated February 19, 1998,
between the Company and the initial purchasers*
10.30 -- Preferred Stock Registration Rights Agreement, dated as of
February 24, 1998, between the Company and the initial
purchasers*
10.31 -- Transfer Agency Agreement, dated, dated as of February 24,
1998, between the Company and The Bank of New York, as
Transfer Agent*
10.32 -- The Company Incentive Stock Plan for Outside Directors
effective January 1, 1999*
10.33 -- Amended and Restated Incentive Stock Plan of the Subsidiary*
10.34 -- Second Amended and Restated Incentive Stock Plan of the
Subsidiary*
10.35 -- Shareholders Agreement dated October 15, 1998, among
Granaria Holdings B.V., Granaria Industries B.V., the
Company, the Subsidiary*
10.36 -- Voting Trust Agreement dated as of November 16, 1998, by and
among certain shareholders of the Company and Granaria
Holdings B.V.*
10.37 -- Stock Purchase Agreement dated April 8, 1999, between
Hillsdale Tool & Manufacturing Co., Charterhouse Automotive
Group Inc. and the Shareholders of Charterhouse Automotive
Group, Inc.*
10.38 -- Shareholders Agreement dated April 12, 1999, among Granaria
Holdings B.V., the Company, the Subsidiary, and certain
shareholders of the Company*
10.39 -- Voting Trust Agreement dated April 13, 1999, between certain
shareholders of the Company and Granaria Holdings B.V. as
voting trustee*
10.40 -- Amendment to Credit Agreement and Consent, dated as of May
18, 1999, among the Subsidiary, the lenders party thereto,
ABN AMRO Bank N.V., as Agent, PNC Bank, National
Association, as Documentation Agent, and NBD Bank, N.A., as
Syndication Agent*
10.41 -- Receivables Loan Agreement dated as of May 18, 1999, among
Eagle-Picher Acceptance Corporation, the Subsidiary, ABN
AMRO Bank N.V., the Lender Agents, the Related Bank Lenders,
Amsterdam Funding Corporation and the Other Conduit Lenders*
10.42 -- Receivables Purchase Agreement dated as of May 18, 1999,
between the Subsidiary and Eagle-Picher Acceptance
Corporation*
10.43 -- Receivables Purchase Agreement dated as of May 18, 1999,
between Carpenter Enterprises Limited and Eagle-Picher
Acceptance Corporation*
10.44 -- Receivables Purchase Agreement dated as of May 18, 1999,
between Daisy Parts, Inc. and Eagle-Picher Acceptance
Corporation*
</TABLE>
90
<PAGE> 91
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<C> <S> <C>
10.45 -- Receivables Purchase Agreement dated as of May 18, 1999,
between Eagle-Picher Development Company and Eagle-Picher
Acceptance Corporation*
10.46 -- Receivables Purchase Agreement dated as of May 18, 1999,
between Eagle-Picher Fluid Systems, Inc. and Eagle-Picher
Acceptance Corporation*
10.47 -- Receivables Purchase Agreement dated as of May 18, 1999,
between Eagle-Picher Minerals, Inc. and Eagle-Picher
Acceptance Corporation*
10.48 -- Receivables Purchase Agreement dated as of May 18, 1999,
between Eagle-Picher Technologies, LLC and Eagle-Picher
Acceptance Corporation*
10.49 -- Receivables Purchase Agreement dated as of May 18, 1999,
between Hillsdale Tool & Manufacturing Co. and Eagle-Picher
Acceptance Corporation*
10.50 -- Receivables Purchase Agreement dated as of May 18, 1999,
between Michigan Automotive Research Corporation and
Eagle-Picher Acceptance Corporation*
10.51 -- Share Appreciation Plan of the Subsidiary*
12.1 -- Ratio of Earnings to Fixed Charges and Preferred Stock
Dividends
21.1 -- Subsidiaries of the Subsidiary
23.1 -- Consent of Deloitte & Touche LLP
24(a),(b) -- Powers of Attorney
27.1 -- Financial Data Schedule (submitted electronically to the SEC
for its information)
</TABLE>
- ---------------
* Incorporated by reference. See Item 14 above.
91
<PAGE> 1
EXHIBIT 12.1
RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
<TABLE>
<CAPTION>
Nine months Three months
(Dollars in thousands) Year ended ended ended
November 30 November 30 February 28 Years ended November 30
----------- ----------- ----------- ------------------------------------
1999 1998 1998 1997 1996 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Income (loss) before taxes, extraordinary
items and accounting changes (20,387) (19,064) 4,907 14,046 674,656 (934,871)
-------- -------- -------- -------- -------- --------
Fixed Charges:
Interest 49,060 36,313 6,940 31,261 3,083 1,926
Interest factor portion of rentals 1,200 854 199 1,043 828 612
-------- -------- -------- -------- -------- --------
Total fixed charges 50,260 37,167 7,139 32,304 3,911 2,538
-------- -------- -------- -------- -------- --------
Earnings before income taxes and
fixed charges 29,873 18,103 12,046 46,350 678,567 (932,333)
======== ======== ======== ======== ======== ========
Preferred stock dividends 10,569 7,382 -- -- -- --
======== ======== ======== ======== ======== ========
Ratio of earnings to fixed charges and
preferred stock dividends 0.49 0.41 1.69 1.43 173.50 (367.35)
======== ======== ======== ======== ======== ========
Earnings inadequate to cover fixed charges
and preferred stock dividends (30,956) (26,446) (934,871)
======== ======== ========
</TABLE>
<PAGE> 1
EXHIBIT 21.1
EAGLE-PICHER HOLDINGS, INC.
SUBSIDIARIES OF EAGLE-PICHER INDUSTRIES, INC. (THE "SUBSIDIARY")
Cincinnati Industrial Machinery Sales Company [Ohio]
Daisy Parts, Inc. [Michigan]
Eagle-Picher Acceptance Corporation [Ohio]
Eagle-Picher Development Company, Inc. [Delaware]
Michigan Automotive Research Corporation (MARCO) [Michigan]
Eagle-Picher Far East, Inc. [Delaware]
Eagle-Picher Fluid Systems, Inc. [Michigan]
Eagle-Picher, Inc. [Virgin Islands]
Eagle-Picher Industries of Canada Limited [Canada]
Eagle-Picher Industries Europe B.V. [Netherlands]
Eagle-Picher Automotive GmbH [Germany]
Eagle-Picher Espana, S.A. [Spain]
Eagle-Picher UK Limited [England and Wales]
Eagle-Picher Fluid Systems Ltd. [England and Wales]
Eagle-Picher Hillsdale Limited [England and Wales]
Eagle-Picher Wolverine GmbH [Germany]
Eagle-Picher Technologies GmbH [Germany]
Eagle-Picher Minerals, Inc. [Nevada]
Eagle-Picher Minerals International S.A.R.L. [France]
United Minerals GmbH & Co. KG [Germany]
United Minerals Verwaltungs- und Beteiligungs GmbH [Germany]
Eagle-Picher Technologies, LLC [Delaware]
EPTEC, S.A. de C.V. [Mexico]
Equipos de Acuna, S.A. de C.V. [Mexico]
Hillsdale Tool & Manufacturing Co. [Michigan]
[ ] Brackets indicate state or country of incorporation and do not form part of
corporate name.
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-49957-01 of Eagle-Picher Holdings, Inc. on Form S-4 of our report dated
January 28, 2000, appearing in this Annual Report on Form 10-K of Eagle-Picher
Holdings, Inc. and subsidiaries for the year ended November 30, 1999.
/s/ Deloitte & Touche LLP
Cincinnati, Ohio
February 28, 2000
<PAGE> 1
EXHIBIT 24(a)
POWER OF ATTORNEY
The undersigned officer and director of both Eagle-Picher Holdings, Inc. and
Eagle-Picher Industries, Inc. and as director of Eagle-Picher Technologies, LLC,
hereby consents to and appoints Andries Ruijssenaars and David G. Krall, and
each of them, as his true and lawful attorneys-in-fact and agents with all power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign the Annual Report on Form 10-K for the 1999 fiscal year of
both Eagle-Picher Holdings, Inc. and Eagle-Picher Industries, Inc., corporations
organized and existing under the laws of the State of Delaware and the State of
Ohio respectively, and Eagle-Picher Technologies, LLC, a limited liability
company organized and existing under the laws of the State of Delaware, and any
and all amendments thereto, and to file the same, with all exhibits thereto, and
all documents in connection therewith, with the Securities and Exchange
Commission pursuant to the requirements of the Securities Exchange Act of 1934,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the same as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
In Witness Whereof, the undersigned has hereunto set his hand on this 23rd day
of February, 2000.
/s/ Joel P. Wyler
- ----------------------------------
Joel P. Wyler
Director and Chairman of the Board
<PAGE> 1
EXHIBIT 24(b)
POWER OF ATTORNEY
The undersigned director of both Eagle-Picher Holdings, Inc. and Eagle-Picher
Industries, Inc. hereby consents to and appoints Andries Ruijssenaars and David
G. Krall, and each of them, as his true and lawful attorneys-in-fact and agents
with all power of substitution, for him and in his name, place and stead, in any
and all capacities, to sign the Annual Report on Form 10-K for the 1999 fiscal
year of both Eagle-Picher Holdings, Inc. and Eagle-Picher Industries, Inc.,
corporations organized and existing under the laws of the State of Delaware and
the State of Ohio respectively, and any and all amendments thereto, and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission pursuant to the requirements of the
Securities Exchange Act of 1934, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the same as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue thereof.
In Witness Whereof, the undersigned has hereunto set his hand on this 23rd day
of February, 2000.
/s/Daniel C. Wyler
- --------------------
Daniel C. Wyler
Director
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENT OF INCOME (LOSS) AND THE CONSOLIDATED BALANCE SHEET AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001059364
<NAME> EAGLE-PICHER HOLDINGS, INC.
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1999
<PERIOD-START> DEC-01-1999
<PERIOD-END> NOV-30-1999
<EXCHANGE-RATE> 1
<CASH> 10,071
<SECURITIES> 0
<RECEIVABLES> 123,876
<ALLOWANCES> 1,377
<INVENTORY> 90,499
<CURRENT-ASSETS> 310,998
<PP&E> 319,778
<DEPRECIATION> 67,318
<TOTAL-ASSETS> 842,000
<CURRENT-LIABILITIES> 203,066
<BONDS> 457,761
97,956
0
<COMMON> 10
<OTHER-SE> 49,301
<TOTAL-LIABILITY-AND-EQUITY> 842,000
<SALES> 913,261
<TOTAL-REVENUES> 913,261
<CGS> 725,840
<TOTAL-COSTS> 725,840
<OTHER-EXPENSES> 162,339
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 49,060
<INCOME-PRETAX> (20,387)
<INCOME-TAX> (2,800)
<INCOME-CONTINUING> (17,587)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (17,587)
<EPS-BASIC> (28.16)
<EPS-DILUTED> (28.16)
</TABLE>
