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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-9
(AMENDMENT NO. 1)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
------------------------
GOULDS PUMPS, INCORPORATED
(NAME OF SUBJECT COMPANY)
GOULDS PUMPS, INCORPORATED
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
385550100
(CUSIP NUMBER OF CLASS OF SECURITIES)
MICHAEL T. TOMAINO
GENERAL COUNSEL
GOULDS PUMPS, INCORPORATED
300 WILLOWBROOK OFFICE PARK
FAIRPORT, NY 14450-4285
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICE AND COMMUNICATION ON BEHALF OF THE PERSON(S) FILING STATEMENT).
With copies to:
<TABLE>
<S> <C>
JAMES C. MORPHY, ESQ. JUSTIN DOYLE, ESQ.
SULLIVAN & CROMWELL NIXON, HARGRAVE, DEVANS & DOYLE
125 BROAD STREET CLINTON SQUARE
NEW YORK, NEW YORK 10004 ROCHESTER, NEW YORK 14603
(212) 558-3988 (716) 263-1359
</TABLE>
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This Amendment No. 1 amends and supplements the Schedule 14D-9 filed by
Goulds Pumps, Incorporated on April 25, 1997 (as amended, the "Schedule 14D-9").
The Schedule 14D-9 is hereby amended by adding the attached Information
Statement as Annex I to the Schedule 14D-9, which Information Statement is being
provided pursuant to Rule 14F-1 of the Securities Exchange Act of 1934, as
amended.
ITEM 8 ADDITIONAL INFORMATION TO BE FURNISHED
Rights Agreement
On April 20, 1997, the Board of Directors of the Company declared a
dividend of one right (a "Right") for each outstanding Share held of record at
the close of business on April 21, 1997 or issued thereafter and prior to the
Separation Time (as hereinafter defined). The Rights were issued pursuant to a
Stockholder Protection Rights Agreement, dated as of April 21, 1997 (the "Rights
Agreement"), between the Company and The Bank of New York (the "Rights Agent").
Each Right entitles its registered holder to purchase from the Company, after
the Separation Time, one one-hundredth of a share of Participating Preferred
Stock, par value $20.00 per share (the "Participating Preferred Stock"), for
$80.00 (the "Exercise Price"), subject to adjustment or, in certain
circumstances, one Share for each one one-hundredth of a share of Participating
Preferred Stock.
The Rights will be evidenced by the Common Stock certificates until the
close of business on the earlier of (either, the "Separation Time") (i) the
tenth business day (or such later date as the Board of Directors of the Company
may from time to time fix by resolution adopted prior to the Separation Time
that would otherwise have occurred) after the date on which any Person (as
defined in the Rights Agreement) commences a tender or exchange offer (other
than the Approved Offer as defined below) which, if consummated, would result in
such Person becoming an Acquiring Person (as defined below) and (ii) the first
date (the "Stock Acquisition Date") of public announcement by the Company (by
any means) that any Person has become an Acquiring Person. An Acquiring Person
is any Person having Beneficial Ownership (as defined in the Rights Agreement)
of 20% or more of the outstanding Shares, which term shall not include (i) the
Company, any wholly-owned subsidiary of the Company or any employee stock
ownership or other employee benefit plan of the Company or a wholly-owned
subsidiary of the Company, (ii) any person who is the Beneficial Owner of 20% or
more of the outstanding Common Stock on the date of the Rights Agreement or who
shall become the Beneficial Owner of 20% or more of the outstanding Shares
solely as a result of an acquisition of Shares by the Company, until such time
as such Person acquires additional Shares, other than through a dividend or
stock split, (iii) any Person who becomes an Acquiring Person without any plan
or intent to seek or affect control of the Company if such Person promptly
divests sufficient securities such that such 20% or greater Beneficial Ownership
ceases or (iv) any Person who Beneficially Owns Shares consisting solely of (A)
Shares acquired pursuant to the grant or exercise of an option granted by the
Company in connection with an agreement to merge with, or acquire, the Company
at a time at which there is no Acquiring Person, (B) Shares owned by such Person
and its Affiliates and Associates (as such terms are defined in the Rights
Agreement) at the time of such grant, and (C) Shares, amounting to less than 1%
of the outstanding Shares, acquired by Affiliates and Associates of such Person
after the time of such grant. An "Approved Offer" means a tender offer pursuant
to and on the terms and conditions set forth in the Merger Agreement. The Rights
will not be exercisable until the Separation Time. The Rights Agreement provides
that, until the Separation Time, the Rights will be transferred with and only
with the Shares.
In the event that prior to the Expiration Time a Flip-in Date (as defined
below) occurs, each Right (other than Rights Beneficially Owned by the Acquiring
Person or any Affiliate or Associate thereof, which Rights shall become void)
shall constitute the right to purchase from the Company, upon the exercise
thereof in accordance with the terms of the Rights Agreement, that number of
Shares having an aggregate Market Price (as defined in the Rights Agreement)
equal to twice the Exercise Price for an amount in cash equal to the then
current Exercise Price. In addition, the Board of Directors of the Company may,
at its option, at any time after a Flip-in Date and prior to the time that an
Acquiring Person becomes the Beneficial Owner of more than 50% of the
outstanding Shares, elect to exchange all (but not less than all) the then
outstanding
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<PAGE> 3
Rights (other than Rights Beneficially Owned by the Acquiring Person or any
Affiliate or Associate thereof, which Rights become void) for Shares at an
exchange ratio (the "Exchange Ratio") of one Share per Right, appropriately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date of the Separation Time. Immediately upon such action by
the Board of Directors (the "Exchange Time"), the right to exercise the Rights
will terminate and each Right will thereafter represent only the right to
receive a number of Shares equal to the Exchange Ratio. A "Flip-in Date" is
defined in the Rights Agreement as any Stock Acquisition Date or such later date
as the Board of Directors of the Company may from time to time fix by resolution
adopted prior to the Flip-in Date that would otherwise have occurred.
In the event that prior to the Expiration Time the Company enters into,
consummates or permits to occur a transaction or series of transactions after
the time an Acquiring Person has become such in which, directly or indirectly,
(i) the Company shall consolidate or merge or participate in a share exchange
with any other Person if, at the time of the consolidation, merger or share
exchange or at the time the Company enters into any agreement with respect to
any such consolidation, merger or share exchange, the Acquiring Person controls
the Board of Directors of the Company and either (A) any term of or arrangement
concerning the treatment of shares of capital stock in such consolidation,
merger or share exchange relating to the Acquiring Person is not identical to
the terms and arrangements relating to other holders of the Common Stock or (B)
the Person with whom the transaction or series of transactions occurs is the
Acquiring Person or an Affiliate or Associate of the Acquiring Person, or (ii)
the Company shall sell or otherwise transfer (or one or more of its subsidiaries
shall sell or otherwise transfer) assets (A) aggregating more than 50% of the
assets (measured by either book value or fair market value) or (B) generating
more than 50% of the operating income or cash flow, of the Company and its
subsidiaries (taken as a whole) to any other Person (other than the Company or
one or more of its wholly owned subsidiaries) or to two or more such Persons
which are affiliated or otherwise acting in concert, if, at the time of such
sale or transfer of assets or at the time the Company (or any such subsidiary)
enters into an agreement with respect to such sale or transfer, the Acquiring
Person controls the Board of Directors of the Company (a "Flip-over Transaction
or Event"), the Company shall take such action as shall be necessary to ensure,
and shall not enter into, consummate or permit to occur such Flip-over
Transaction or Event until it shall have entered into a supplemental agreement
with the Person engaging in such Flip-over Transaction or Event or the parent
corporation thereof, for the benefit of the holders of the Rights, providing,
that upon consummation or occurrence of the Flip-over Transaction or Event (i)
each Right shall thereafter constitute the right to purchase from the Flip-over
Entity, upon exercise thereof in accordance with the terms of the Rights
Agreement, that number of shares of common stock of the Flip-over Entity having
an aggregate Market Price on the date of consummation or occurrence of such
Flip-over Transaction or Event equal to twice the Exercise Price for an amount
in cash equal to the then current Exercise Price and (ii) the Flip-over Entity
shall thereafter be liable for, and shall assume, by virtue of such Flip-over
Transaction or Event and such supplemental agreement, all the obligations and
duties of the Company pursuant to the Rights Agreement.
The right to exercise the Rights shall terminate, without any payment to
any holder thereof and without any further action by the Company or its Board of
Directors immediately prior to the purchase of any Shares pursuant to the
Approved Offer. In addition, the Board of Directors of the Company may, at its
option, at any time prior to the Flip-in Date, elect to terminate the Rights
without any payment to any holder thereof. Immediately upon (i) the action of
the Board of Directors of the Company electing to terminate the Rights (or, if
the resolution of the Board of Directors electing to terminate the Rights states
that the termination will not be effective until the occurrence of a specified
future time or event, upon the occurrence of such future time or event), or (ii)
immediately prior to the purchase of any shares pursuant to the Approved Offer,
without any further action and without any notice, the right to exercise the
Rights will terminate and each Right will thereafter be null and void (either,
the "Termination Time"). The holders of Rights will, solely by reason of their
ownership of Rights, have no rights as stockholders of the Company, including,
without limitation, the right to vote or to receive dividends.
The Rights will expire and no longer be exerciseable at the earliest of (i)
the Exchange Time, (ii) the Termination Time, (iii) the close of business on the
tenth anniversary of the date of the Rights Agreement and (iv) immediately prior
to the effective time of a consolidation, merger or share exchange of the
Company
2
<PAGE> 4
(A) into another corporation or (B) with another corporation in which the
Company is the surviving corporation but Shares are converted into cash and/or
securities of another corporation, in either case pursuant to an agreement
entered into by the Company prior to a Stock Acquisition Date (the "Expiration
Time").
14F-1 Information Statement
Attached herewith as Annex I is an Information Statement pursuant to Rule
14F-1 of the Securities Exchange Act of 1934, as amended.
3
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 29, 1997
GOULDS PUMPS, INCORPORATED
By: /s/ MICHAEL T. TOMAINO
------------------------------------
Name: Michael T. Tomaino
Title:
Michael T. Tomaino
General Counsel,
Secretary and Vice President
4
<PAGE> 6
ANNEX I
INFORMATION STATEMENT PURSUANT TO SECTION 14(F)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14F-1 THEREUNDER
GENERAL
This Information Statement is being mailed on or about April 25, 1997, as
part of Goulds Pumps, Incorporated's (the "Company") Solicitation/Recommendation
Statement on Schedule 14D-9 with respect to the tender offer by George
Acquisition, Inc. (the "Purchaser") (the "Schedule 14D-9") to the holders of
record of the Company's Common Stock, par value $1.00 per share ("Shares").
Capitalized terms used and not otherwise defined herein shall have the meaning
set forth in the Schedule 14D-9. You are receiving this Information Statement in
connection with the possible election of persons designated by the Purchaser to
a majority of the seats on the Board of Directors of the Company (the "Board").
The Merger Agreement provides that the Purchaser, upon purchase of Shares
pursuant to the Offer, and from time to time thereafter, shall be entitled to
designate up to such number of directors, rounded up to the next whole number,
on the Board as will give the Purchaser representation on the Board equal to the
product of the total number of directors on the Board (giving effect to the
directors to be elected pursuant to the Merger Agreement) multiplied by the
percentage that the aggregate number of Shares beneficially owned by the
Purchaser or any affiliate of the Purchaser bears to the total number of Shares
then outstanding, and that the Company shall, at such time, promptly take all
action necessary to cause the Purchaser designees to be so elected, including
either increasing the size of the Board or securing the resignations of
incumbent directors, or both. The Merger Agreement further provides that, at
such times, the Company will use its reasonable best efforts to cause persons
designated by the Purchaser to constitute the same percentage as is on the board
of (i) each committee of the Board, (ii) each board of directors of each
subsidiary of the Company and (iii) each committee of each such board, in each
case only to the extent permitted by law. The Merger Agreement further provides
that until the Purchaser acquires a majority of the outstanding shares on a
fully diluted basis, the Company will use its reasonable best efforts to ensure
that all members of the Board and such boards and committees as of the date of
the Merger Agreement who are not employees of the Company shall remain members
of the Board and such boards and committees. This Information Statement is
required by Section 14(f) of the Securities Exchange Act of 1934, as amended,
and Rule 14f-1 promulgated thereunder.
You are urged to read this Information Statement carefully. You are not,
however, required to take any action.
The Offer to Purchase commenced on April 25, 1997 and is scheduled to
expire at 12:00 midnight, New York City time, on May 22, 1997, at which time, if
all conditions to the Offer have been satisfied or waived, the Purchaser will
purchase all of the Shares validly tendered pursuant to the Offer and not
properly withdrawn.
The information contained in this Information Statement concerning the
Purchaser and ITT Industries, Inc. has been furnished to the Company by ITT
Industries, Inc. and the Company assumes no responsibility for the accuracy,
completeness or fairness of any such information.
At the close of business on April 16, 1997, there were 21,381,593 shares of
Common Stock issued and outstanding, which is the only class of securities
outstanding having the right to vote for the election of directors of the
Company, each of which entitles its record holder to one vote.
DESIGNEES TO THE COMPANY'S BOARD OF DIRECTORS
The Purchaser has informed the Company that it currently intends to choose
the designees (the "Acquisition Designees") it has the right to designate to the
Board pursuant to the Merger Agreement from the executive officers of ITT
Industries, Inc. and the Purchaser listed in Schedule I of the Offer to
Purchase, a copy of which is being mailed to stockholders. The information with
respect to such officers in Schedule I is hereby incorporated herein by
reference in its entirety. As of February 1, 1997, the ages of each such
officers are as follows: Travis Engen-52; Rand V. Araskog-65; Robert A.
Burnett-69; Curtis J. Crawford-49; Michel
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David-Weill-64; S. Parker Gilbert-63; Edward C. Meyer-68; Sidney Taurel-47;
Martin Kamber-48; Vincent A. Maffeo-46; Lawrence J. Swire-57; Ralph D. Allen-55;
Donald E. Foley-45; Louis J. Giuliano-50; Heidi Kunz-42; Richard J.
Labrecque-58; Thomas R. Martin-43; Richard W. Powers-55; James P. Smith, Jr.-54;
Richard J. Townsend-46.
It is expected that the Acquisition Designees may assume office at any time
following the purchase by the Purchaser of a specified minimum number of Shares
pursuant to the Offer, which purchase cannot be earlier than May 22, 1997, and
that, upon assuming office, the Acquisition Designees will thereafter constitute
at least a majority of the Board. This step will be accomplished at a meeting or
by written consent of the Board providing that the size of the Board will be
increased and/or sufficient numbers of current directors will resign such that,
immediately following such action, the number of vacancies to be filled by the
Acquisition Designees will constitute at least a majority of the available
positions on the Board. It is currently not known which of the current directors
of the Company will resign. The Purchaser has informed the Company that each of
the officers listed in Schedule I of the Offer to Purchase has consented to act
as a director of the Company, if so designated.
None of the executive officers and directors of ITT Industries, Inc. or the
Purchaser currently is a director of, or holds any position with, the Company.
The Company has been advised that, to the best knowledge of ITT Industries, Inc.
and the Purchaser, none of ITT Industries, Inc.'s or the Purchaser's directors
or executive officers beneficially owns any equity securities, or rights to
acquire any equity securities, of the Company and none has been involved in any
transactions with the Company or any of its directors, executive officers,
affiliates or associates which are required to be disclosed pursuant to the
rules and regulations of the Securities and Exchange Commission.
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CURRENT DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<S> <C> <C>
Jerry H. Ballengee................... (59) Mr. Ballengee, a Director since 1996, has been
a Director, and President and Chief Operating
Officer of Union Camp Corporation, Wayne, New
Jersey, a manufacturer of paper and paper
products, since 1994. From 1988 to 1994, he was
a Director and Executive Vice President of
Union Camp Corporation. He is a Director of
United Cities Gas Company.
William W. Goessel................... (69) Mr. Goessel, a Director since 1976, retired in
1993 from Harnischfeger Industries, Inc.,
Milwaukee, Wisconsin, a manufacturer of mining
equipment, material handling systems and paper
making machines and a designer and integrator
of automated material handling systems, where
he had been Chairman since 1992. From 1986 to
1992 he was Chairman and Chief Executive
Officer of Harnischfeger Industries, Inc. He is
a member of the Human Resources Committee and
the Committee on Directors. He is a Director of
Measurex Corporation.
David P. Gruber...................... (55) Mr. Gruber, a Director since 1995, has been a
Director, and President and Chief Executive
Officer of Wyman-Gordon Company, North Grafton,
Massachusetts, an aerospace and industrial
manufacturing company, since 1994. He was a
Director, and President and Chief Operating
Officer of Wyman-Gordon since 1991. He is a
member of the Audit Committee and the Committee
on Directors.
Melvin Howard........................ (62) Mr. Howard, a Director since 1984, has been
President of Sector Management, Inc., Westport,
Connecticut, an investment firm, since 1993. He
retired in 1990 from Xerox Corporation,
Stamford, Connecticut, where be had been Vice
Chairman of the Board from 1986 to 1990. He is
a member of the Audit and Pension Committees.
Barbara B. Lucas..................... (51) Ms. Lucas, a Director since 1992, has been
Senior Vice President-Public Affairs and
Corporate Secretary of The Black & Decker
Corporation, Towson, Maryland, a global
manufacturer and marketer of power tools and
home improvement products, since 1996. From
1985 to 1996, she was Vice President-Public
Affairs and Corporate Secretary of The Black &
Decker Corporation. She is a member of the
Human Resources Committee and the Committee on
Directors. She is a Director of Provident
Bankshares Corporation.
</TABLE>
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<PAGE> 9
<TABLE>
<S> <C> <C>
Thomas C. McDermott.................. (60) Mr. McDermott, a Director since 1988, has been
Chairman of the Board of Directors since 1995
and Chief Executive Officer and President since
1994. He retired in 1993 from Bausch & Lomb
Incorporated, Rochester, New York, a health
care and optics company, where he had been
President and Chief Operating Officer from 1986
to 1993. He is a member of the Executive and
Pension Committees. He is a Director of A.T.
Cross Company and Thomas & Betts Corporation.
James C. Miller III.................. (54) Mr. Miller, a Director since 1990, is counselor
to Citizens for a Sound Economy, Washington,
D.C., and from 1989 to 1993 had served as
Chairman of that organization's Board of
Directors. Since 1988, he has also been the
John M. Olin Distinguished Fellow at the Center
for Study of Public Choice at George Mason
University, Fairfax, Virginia. He is a member
of the Pension Committee and the Committee on
Directors. He is a Director of Atlantic Coast
Airlines, Washington Mutual Investors, Inc.,
and The Union Corporation.
Peter Oddleifson..................... (64) Mr. Oddleifson, a Director since 1974, is a
partner in the law firm of Harris, Beach &
Wilcox, LLP, Rochester, New York, which firm
has been and is currently engaged in performing
various legal services for the Company. He is a
member of the Executive and Audit Committees.
He is a Director of Rochester Midland
Corporation.
Arthur M. Richardson................. (70) Mr. Richardson, a Director since 1980, has been
President of Richardson Capital Corporation,
Rochester, New York, an investment enterprise,
since 1985. He is a member of the Executive,
Human Resources and Audit Committees. He is a
director of The Raymond Corporation, Rochester
Gas & Electric Corporation and Transmation,
Inc. Mr. Richardson is retiring from the Board
of Directors of the Company on May 7, 1997.
Douglas J. Bingler................... (50) Vice President and President -- Water
Technologies North America since February 1997;
previously President -- Water Technologies
Group, America, 1995-1997; President of
Keystone Railway Equipment Company, 1993-1995;
Corporate Vice President and General Manager,
Liquid Metronics and Hartell Divisions of
Milton-Roy Company, 1988-1993.
</TABLE>
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<TABLE>
<S> <C> <C>
William G. Kelley.................... (50) Vice President -- Human Resources since July
1996; previously, Vice-President -- IPG Human
Resources, 1994-1996; Director of Human
Resources, 1992-1994. Joined the Company in
1992; previously, Director of International
Human Resources of Fisher-Price, Inc.,
1989-1992.
J. Kevin Kilbane..................... (58) Vice President and President -- Europe
effective February, 1997; previously
President -- Europe, 1996-1997;
President -- Engineered Pump Group of Ingersoll
Dresser Pump Company, 1992-1995.
John P. Murphy....................... (50) Vice President -- Finance and Chief Financial
Officer since August 1993; previously Executive
Vice President and Chief Financial Officer of
Westcan Chromalox, Inc., 1991-1993.
John J. Scanlon...................... (62) Vice President -- Worldwide Commercial
Strategies and President -- Asia Pacific since
November, 1996; previously President -- Asia
Pacific and Latin America, 1995-1996; Vice
President and General Manager Asia Pacific,
1991-1995.
Eric L. Steenburgh................... (56) Senior Vice President and
President -- Industrial Products since
September 1995; previously, President and Chief
Operating Officer of Ricoh Corporation,
1992-1995. Before joining Ricoh, he spent 27
years with Xerox Corporation, and held several
senior management positions including having
responsibility for all manufacturing operations
worldwide.
Michael T. Tomaino................... (59) Vice President, General Counsel and Secretary
since July 1995; previously a Partner of the
law firm Nixon, Hargrave, Devans & Doyle,
1971-1995.
</TABLE>
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 19, 1997, certain information
regarding stock ownership by beneficial owners of more than five percent of the
Company's Common Stock (based on reports filed by them with the Securities and
Exchange Commission) and, as of April 24, 1997, by Directors and the executive
officers and by all Directors and executive officers as a group, each of whom
has sole voting and investment power, except as indicated.
<TABLE>
<CAPTION>
NO. OF PERCENT OF
NAME SHARES CLASS
- ----------------------------------------------------------------------- --------- ----------
<S> <C> <C>
Mario J. Gabelli....................................................... 3,728,745(1) 17.48%
c/o Gabelli Funds, Inc.
One Corporate Center Rye, New York
The State Teachers Retirement Board of Ohio............................ 1,688,200(2) 7.9%
275 Broad Street Columbus, Ohio
Jerry H. Ballengee..................................................... -- *
William W. Goessel..................................................... 13,304(3) *
David P. Gruber........................................................ 2,935(4) *
Melvin Howard.......................................................... 13,881(5) *
Barbara B. Lucas....................................................... 8,549(6) *
Thomas C. McDermott.................................................... 137,429(7) *
James C. Miller III.................................................... 14,138(8) *
Peter Oddleifson....................................................... 14,228(9) *
Arthur M. Richardson................................................... 12,866(10) *
Eric L. Steenburgh..................................................... 14,144(11) *
John P. Murphy......................................................... 32,878(12) *
Michael T. Tomaino..................................................... 8,089(13) *
John J. Scanlon........................................................ 32,688(14) *
All Directors and Executive Officers (17 persons)...................... 341,350(15) 1.6%
</TABLE>
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(1) Sole voting power with respect to 3,563,745 shares and sole dispositive
power with respect to 3,728,745 shares.
(2) Sole voting power and sole dispositive power with respect to 1,688,200
shares.
(3) Includes exercisable options to purchase 11,281 shares.
(4) Includes exercisable options to purchase 1,500 shares.
(5) Includes exercisable options to purchase 11,281 shares.
(6) Includes exercisable options to purchase 6,986 shares.
(7) Sole voting power only with respect to 10,000 shares. Includes exercisable
options to purchase 120,023 shares.
(8) Includes exercisable options to purchase 9,637 shares.
(9) Includes exercisable options to purchase 11,281 shares.
(10) Includes exercisable options to purchase 11,281 shares. Not standing for
re-election as a Director.
(11) Includes exercisable options to purchase 13,100 shares.
(12) Includes exercisable options to purchase 30,548 shares.
(13) Includes exercisable options to purchase 5,275 shares.
(14) Includes exercisable options to purchase 30,140 shares.
(15) Includes exercisable options to purchase 287,939 shares.
* Less than 1.0% of outstanding shares.
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BOARD MEETINGS AND COMMITTEES
The Board of Directors held five meetings during 1996. All of the Directors
attended more than 75% of the meetings of the Board and committees on which they
served in 1996.
The Audit Committee recommends to the Board of Directors the appointment of
independent auditors, reviews the plan and results of the audit performed by the
auditors and the plan and scope of the Company's internal audit procedures,
approves professional services provided by the auditors, considers the range of
audit and non-audit fees, reviews the adequacy of the Company's internal
accounting controls and directs and supervises investigations into these
matters. The Audit Committee held two meetings during 1996.
The Committee on Directors recommends to the Board nominees for election as
Directors and considers the performance of incumbent Directors in determining
whether to nominate them to stand for re-election. The Committee on Directors
will consider nominees recommended by stockholders and has established a
procedure to consider such nominees. Under the procedure, stockholders shall
submit written recommendations of nominees for election to the Board of
Directors to the Secretary of the Company no later than December 10 preceding
the next Annual Meeting of Stockholders at which the election is to be held.
Stockholder recommendations must be accompanied by the written consent of the
recommended person to serve if elected and his or her complete biographical
data, particularly with respect to business or other experience bearing upon
such person's qualifications. The Committee on Directors held one meeting during
1996.
DIRECTOR COMPENSATION
Non-employee Directors are paid an annual retainer of $20,000 per year. In
December of 1996, the Directors approved a plan whereby, beginning in 1997,
one-half of this annual retainer would be paid in Company stock until the
Director meets the Company's stock ownership goals for non-employee Directors,
which is five times the annual retainer amount. In addition, non-employee
Directors are paid $1,000 per day for attendance at Board meetings, $800 for
attendance at each committee meeting that is not held in conjunction with a
Board meeting and $400 for attendance at each committee meeting that is held in
conjunction with a Board meeting. Committee chairs are paid an additional
retainer of $2,800 per year. Employee directors do not receive any additional
remuneration for their services as Directors.
Each non-employee Director of the Company receives, on the first stock
trading day following each Annual Meeting of Stockholders, an option to purchase
1,500 shares of the Company's Common Stock at the closing price per share as
reported on the NASDAQ on that date.
Non-employee Directors are participants in the Retirement Plan for
Non-Employee Directors, which became effective on June 21, 1994. A Director who
retires with a minimum of ten years of service is entitled to receive an annual
retirement benefit equaling his or her final annual retainer, for a term equal
to the period of service. Plan benefits vest 50% after five years of service and
an additional 10% for each year of service from six through ten.
HUMAN RESOURCES COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
The Board of Directors' Human Resources Committee (the "Committee")
provides the following information about its charter, executive compensation
philosophy and program, and 1996 compensation-related decisions.
The Human Resources Committee is responsible for all compensation-related
decisions of the Company. As such, it approves the design of, assesses the
effectiveness of, and administers the executive compensation program and certain
benefit plans. The Committee administers the 1988 Stock Incentive Plan, the 1994
Incentive Plan to Increase Stockholder Value and the Executive Incentive Plan,
and in this capacity it approves all stock option grants or cash bonus awards to
officers and other executives including executives named in the Summary
Compensation Table (the "named executives"). The Committee also reviews and
7
<PAGE> 13
approves all executive salary arrangements and other remuneration, evaluates
executive performance, and considers related matters. The Committee, which
consists of three non-employee Directors, met ten times during 1996.
THE OBJECTIVES OF THE EXECUTIVE COMPENSATION PROGRAM
The Committee is committed to implementing an executive compensation
program which supports the Company's mission and facilitates the achievement of
the Company's business strategies.
It is the intent that:
(1) the executive total compensation program should strengthen the
relationship between pay and performance by emphasizing variable, at-risk
compensation that is dependent upon the achievement of specified Company and
individual performance goals;
(2) some of the at-risk components of pay should be equity-based to
encourage a close identification with the Company and align executives'
interests with those of stockholders; and
(3) the executive compensation program should enhance the Company's ability
to attract, retain, and encourage the development of exceptionally knowledgeable
and experienced executives upon whom, in large part, the successful operation
and management of the Company depends.
OVERVIEW OF EXECUTIVE COMPENSATION PLANS AND 1996 COMMITTEE ACTIONS
The Committee evaluates the Company's financial performance and executive
compensation plans annually in the context of publicly traded comparator
companies consisting of pump industry competitors and a broader group of major
durable goods manufacturers. Total annual cash payments (base salary plus annual
cash bonuses) reflect Company financial performance, business unit financial
performance, and individual executive performance against previously established
goals and objectives. In 1996, the Committee decided to reduce targeted total
cash compensation from the 60th to the 50th percentile of the total cash
compensation of the comparator companies adjusted for size. This change
reflected, in part, the Committee's desire that a larger percentage of the total
compensation package be comprised of Company stock and other non-cash
performance-based components.
The number of companies in the comparator group used for compensation
purposes is larger than the number of companies which comprise the industry peer
group index in the Performance Graph included in the Company's Proxy Statement
incorporated herein by reference. The Committee believes that the Company's
competitors for executive talent are greater in number than the companies
included in the industry peer group.
The key elements of the Company's executive compensation program are base
salary; annual cash bonuses, stock options and restricted stock grants vesting
upon achievement of long-term Company performance goals. These are addressed
separately below. In determining each element of compensation, the Committee
considers all components of compensation, including retirement plans, insurance
and other benefits.
The Base Salary structure is regularly reviewed by the Committee. The
target for salary range midpoints is the 50th percentile of comparator
companies. The base salary range midpoints are designed to recognize varying
levels of responsibility, experience and breadth of knowledge required, and
internal equity. The comparator companies are surveyed periodically to determine
specific compensation levels for similar executive positions. Such a review was
conducted in 1996 and base salary range midpoints were adjusted accordingly.
The Committee reviewed executive base salaries in 1996 and increases were
awarded or withheld based on Company financial performance in general,
individual executive performance and the comparator companies' compensation
levels. The salaries remain within the defined salary ranges and the named
executives' base pay generally falls within five percentage points of the 50th
percentile of the comparator company salary data.
8
<PAGE> 14
The Executive Incentive Plan ("EIP"), which provides for annual cash
bonuses based on Company, business unit and individual performance, promotes the
Company's pay-for-performance philosophy. The annual bonus opportunity allows
the Company to communicate specific goals that are of primary importance during
the coming year and to motivate executives to achieve these goals.
The EIP cash bonus opportunity is a percentage of base salary that
increases with level of responsibility, thereby increasing the portion of
compensation at risk. Annual cash bonus opportunities at target are designed to
be slightly higher than the 50th percentile of comparator companies in order to
reflect the Committee's intention to place a greater percentage of executive
compensation at risk.
For 1996, the Company financial performance used to determine EIP payouts
for corporate staff was based on earnings per share (50%), sales (30%) and
return on assets (20%). The Committee believes these performance measures are
contributing determinants of stock price overtime. The business units'
performance used to determine EIP payouts was based on sales, operating
earnings, gross margin, inventory turns and meeting quarterly performance
objectives. All of the named executives have a minimum of 25% of their award
tied to Company financial performance to reinforce the need for teamwork and to
focus attention on overall Company objectives. The named executives who are
heads of business units also have a majority of their award linked to business
unit financial performance.
Target cash bonus opportunities for the named executives range from 35% to
60% of base salary: depending on performance results, the EIP cash bonus can
vary from 50% to 150% of target cash bonus opportunity. A minimum threshold of
Company or business unit financial performance must be achieved for any portion
of the EIP payout to occur. In general, performance in 1996 was above target
goals and, accordingly, bonus payments were above target payment levels.
Including the named executives, there are approximately 110 key managers
who participated in the EIP in 1996. Receipt of cash incentive awards under the
EIP may be deferred to a subsequent date or retirement.
The 1988 Stock Incentive Plan, approved by stockholders in 1988, and the
1994 Incentive Plan to Increase Stockholder Value, approved by stockholders in
1994, are in keeping with the Company's commitment to provide total compensation
which favors at-risk components of pay and closely links the interests of
management with those of stockholders. These are the Company's only long-term
incentive vehicles and they are designed to provide competitive long-term
incentive compensation opportunities, to tie executive long-term financial gain
to increases in the Company's stock price and to increase Company stock
ownership among key managers.
Stock options are normally granted annually based on an assessment of the
performance and potential of executives, past grants made to executives, and
current Company stock holdings of the executives. The stock option program
targets its awards at the 60th percentile of similar awards at comparator
companies. Stock options are granted at an option price not less than the fair
market value of the Common Stock on the date of grant and will have value only
if the stock price appreciates from the date the options are granted. The stock
option grants vest at 25% per year for four years to aid in the retention of
executives and key managers. The named executives will next be considered for an
option award in June 1997. The Option Grants in the Last Fiscal Year table give
a summary of stock options granted in 1996 to the named executives under the
1988 Stock Incentive Plan and the 1994 Incentive Plan to Increase Stockholder
Value.
Under the 1994 Incentive Plan to Increase Stockholder Value,
performance-based restricted stock awards were made in 1995 to key executives
subject to the Company's ability to achieve pre-established levels of Company
performance over a three-year period. The value of the awards will vary based on
the degree to which Company Earnings Per Share ("EPS") goals are attained over
the three-year cycle. The EPS goal is reflective of stockholder value creation.
All earned awards are paid in Company stock. During the performance period,
dividends on the performance-based shares are paid in stock. The stock paid as a
result of the performance achievement, and that paid as dividends, must be held
by the executive until termination from the Company, further aligning
executives' interests with those of stockholders.
9
<PAGE> 15
In determining the size of performance-based share awards, the Committee
considers existing stock option grants, competitive practices, and the level of
responsibility of each executive. Grant sizes were at competitive levels in
comparison to similar programs at the comparator companies.
COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER
The CEO's compensation package is consistent with the spirit and objectives
of the Company's executive compensation program.
Mr. McDermott's base salary was increased $40,000 to $540,000 and his EIP
target cash bonus opportunity was increased five percentage points to 60% of
base salary effective January 1, 1996. His actual bonus payment was greater than
the target cash bonus opportunity because the Company financial performance in
1996 exceeded target goals.
The stock option grants given to Mr. McDermott in June 1996 are disclosed
in the table with respect to option grants. The grant made in 1996 is within
competitive norms for the CEO position and at the medium level in comparison to
the comparator companies.
Under the 1994 Incentive Plan to Increase Stockholder Value, Mr. McDermott
received a performance-based restricted stock award in 1995 subject to the
Company's ability to achieve pre-established levels of Company performance over
a three-year period. The value of his award will vary based on the degree to
which Company EPS goals are attained over the three-year cycle. The EPS goal is
reflective of stockholder value creation. All earned awards are paid in Company
stock. During the performance period, dividends on the performance-based shares
are paid in stock, further aligning Mr. McDermott's interests with those of
stockholders.
Effective July 1, 1996 the Company entered into an agreement with Mr.
McDermott to secure his strong leadership of the Company for at least the next
five years. Under the agreement, Mr. McDermott was granted 10,000 shares of
restricted common stock of the Company, pursuant to the 1994 Incentive Plan to
Increase Stockholder Value, as of July 1, 1996. The restrictions on these shares
lapse three years after the date of grant. This restricted stock grant, and the
other terms of the agreement, are within competitive norms for the CEO position
in comparison to the comparator companies.
EMPLOYMENT AGREEMENT AND POLICIES
Effective July 1, 1996, Thomas C. McDermott entered into an employment
agreement with the Company (the "Agreement") for services to be rendered through
June 30, 2001. The Agreement provides that Mr. McDermott will serve as Chairman,
Chief Executive Officer and President during the first three years of the
Agreement and as Chairman for the remaining two years.
The other principal provisions of the Agreement specify an annual salary of
$540,000 with yearly salary reviews by the Board of Directors; an annual
incentive award opportunity under the Executive Incentive Plan of 60% of base
salary; and an annual award of 10,000 Restricted Shares of Common Stock of the
Company, on which the restrictions lapse three years from the grant date. Stock
options will be granted by the Board each year commensurate with performance and
position under existing and/or future stock incentive plans of the Company.
The Company has outstanding agreements with the other named executives
listed in the Summary Compensation Table, which provide that the named
executives will not, in the event of the commencement of steps to effect a
Change-of-Control (defined generally as acquisition of 20% or more of the
outstanding voting shares or a change in a majority of the Board of Directors),
voluntarily leave the employ of the Company until a third person has terminated
efforts to effect a Change-of-Control or until three months after a Change-of-
Control has occurred. These agreements have been amended as set forth in the
attached Schedule 14D-9.
10
<PAGE> 16
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
----------------------------------- ----------------------------------
OTHER RESTRICTED SECURITIES ALL
ANNUAL STOCK UNDERLYING LITP OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(A) COMPENSATIONS AWARDS(B) OPTIONS(A) PAYOUTS COMPENSATION
- ---------------------------- ---- -------- -------- ------------- ---------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Thomas C. McDermott......... 1996 $540,000 $425,200 $ -- $251,250(c) 82,100 $-- $ 6,072(d)
Chairman, CEO & 1995 500,000 227,000 -- -- 111,600 -- 7,018
President 1994(e) 255,769 140,672 -- -- 76,500 -- 205,284
Eric I. Steenburgh.......... 1996 306,250 166,800 33,047(f) -- 25,000 -- 221,060(g)
Senior Vice President 1995(h) 84,231 21,000 -- -- 27,400 -- --
and
President -- Industrial
Products
Frank J. Zonarich........... 1996 247,000 100,000 -- -- 17,100 -- 248,812(i)
resigned December, 1996 1995 239,417 86,500 -- -- 28,500 -- 1,812
Vice President 1994 227,350 67,627 -- -- 14,915 -- 2,332
John P. Murphy.............. 1996 209,167 108,800 -- -- 17,000 -- 2,302(j)
Vice President -- Finance 1995 191,458 55,000 -- -- 26,100 -- 2,302
and Chief Financial
Officer 1994 183,125 50,100 -- -- 12,663 -- 3,701
Michael T. Tomaino.......... 1996 184,167 82,300 -- -- 10,700 -- 523(k)
Vice President, General 1995(l) 88,154 31,000 -- -- 10,400 -- --
Counsel and Secretary
John J. Scanlon............. 1996 162,917 61,700 -- -- 7,900 -- 2,893(m)
Vice President -- 1995 147,533 40,000 -- -- 12,400 -- 2,893
Worldwide Commercial
Strategies and
President -- Asia Pacific
</TABLE>
- ---------------
(a) Includes amounts paid or deferred in the year following for services
rendered in the year indicated.
(b) Restricted Performance Shares outstanding valued as of 12-31-96, are: Mr.
McDermott 9,524 shares valued at $216,457; Mr. Steenburgh, 4,355 shares
valued at $99,893; Mr. Murphy, 2,857 shares valued at $65,532; Mr. Tomaino,
2,743 shares valued at $62,918; Mr. Scanlon, 2,438 shares valued at
$55,992.
(c) The restricted stock award reported in this column for Mr. McDermott was
granted on 07-01-96 at a share price of 25.125. Dividends are paid to all
holders of restricted stock.
(d) Includes premiums paid on the executive's behalf for a life insurance
policy provided by the Executive Security Plan -- $6,072.
(e) Hired 06-94
(f) Relocation expense tax gross-up; a one time reimbursement.
(g) Includes premiums paid on the executive's behalf for Basic Term Life
Insurance -- $1,121; relocation expense reimbursement -- $219,939.
(h) Hired 09-95
(i) Includes premiums paid on the executive's behalf for a life insurance
policy provided by the Executive Security Plan -- $1,812; transitional and
consulting payments in connection with Mr. Zonarich's
resignation -- $247,000.
(j) Includes premiums paid on the executive's behalf for a life insurance
policy provided by the Executive Security Plan -- $2,302
(k) Includes premiums paid on the executive's behalf for Basic Term Life
Insurance -- $523.
(l) Hired 07-95
(m) Includes premiums paid on the executive's behalf for a life insurance
policy provided by the Executive Security Plan -- $2,893.
11
<PAGE> 17
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
% OF TOTAL
NUMBER OF OPTIONS GRANT
SECURITIES GRANTED TO EXERCISE DATE
UNDERLYING EMPLOYEES PRICE PER EXPIRATION PRESENT
NAME OPTIONS GRANTED IN FISCAL YEAR SHARE($) DATE VALUE($)(A)
- -------------------------- --------------- -------------- --------- ------------- -----------
<S> <C> <C> <C> <C> <C>
Thomas C. McDermott....... 82,100 21.36% 25.250 June 21, 2006 468,791
Eric L. Steenburgh........ 25,000 6.50% 25.250 June 21, 2006 142,750
Frank J. Zonarich......... 17,100 4.45% 25.250 June 21, 2006 97,641
John P. Murphy............ 17,000 4.42% 25.250 June 21, 2006 97,070
Michael T. Tomaino........ 10,700..... 2.78% 25.250 June 21, 2006 61,097
John J. Scanlon........... 7,900 2.06% 25.250 June 21, 2006 45,109
</TABLE>
- ---------------
(a) Black-Scholes Assumption Disclosure:
The estimated grant date present value reflected in the above table is
determined using the Black-Scholes Model. The material assumptions and
adjustments incorporated in the Black-Scholes Model in estimating the value
of the options reflected in the above table include the following:
- An exercise price on the options of $25.25 equal to the fair market value
of the underlying stock on the date of grant;
- An interest rate (6.9%) that represents the interest rate on a U.S.
Treasury security with a maturity date corresponding to that of the
option term;
- Volatility factor of .227 calculated using daily stock prices for the
one-year period prior to the grant date;
- Dividends at the rate of $.80 per share representing the annualized
dividends paid with respect to a share of common stock as of the date of
grant;
- Reduction of approximately 9.6% to reflect the probability of forfeiture
due to termination prior to vesting, and approximately 15.9% to reflect
the probability of a shortened option term due to termination of
employment prior to the option expiration date;
- An option term of ten years.
The ultimate values of the options will depend on the future market price
of Goulds Pumps' stock, which cannot be forecast with reasonable accuracy.
The actual value, if any, an optionee will realize upon exercise of an
option will depend on the excess of the market value of the Company's
common stock on the date the option is exercised over the exercise price.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED OPTIONS HELD IN-THE-MONEY OPTIONS HELD
SHARES AT FISCAL YEAR END AT FISCAL YEAR END
ACQUIRED VALUE -------------------------------- --------------------------------
NAME ON EXERCISE REALIZED($) EXERCISABLE($) UNEXERCISABLE($) EXERCISABLE($) UNEXERCISABLE($)
- ---------------------------- ----------- ----------- -------------- ---------------- -------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Thomas C. McDermott......... 0 0 71,598 203,300 136,849 210,431
Eric L. Steenburgh.......... 0 0 6,850 45,550 0 0
Frank J. Zonarich........... 0 0 40,926 49,679 10,148 30,445
John P. Murphy.............. 0 0 16,607 44,156 9,677 29,030
Michael T. Tomaino.......... 0 0 2,600 18,500 3,250 9,750
John J. Scanlon............. 0 0 23,166 20,065 50,619 13,266
</TABLE>
12
<PAGE> 18
PENSION PLAN TABLE (1)
<TABLE>
<CAPTION>
YEARS OF SERVICE
--------------------------------------------------------------------------
FINAL AVERAGE COMPENSATION(2) 5 10 15 20 25 30 35
- ----------------------------------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
$200,000........................... $ 20,000 $ 40,000 $ 60,000 $ 80,000 $100,000 $110,000 $120,000
$300,000........................... $ 30,000 $ 60,000 $ 90,000 $120,000 $150,000 $165,000 $180,000
$400,000........................... $ 40,000 $ 80,000 $120,000 $160,000 $200,000 $220,000 $240,000
$500,000........................... $ 50,000 $100,000 $150,000 $200,000 $250,000 $275,000 $300,000
$600,000........................... $ 60,000 $120,000 $180,000 $240,000 $300,000 $330,000 $360,000
$700,000........................... $ 70,000 $140,000 $210,000 $280,000 $350,000 $385,000 $420,000
$800,000........................... $ 80,000 $160,000 $240,000 $320,000 $400,000 $440,000 $480,000
$900,000........................... $ 90,000 $180,000 $270,000 $360,000 $450,000 $495,000 $540,000
$1,000,000......................... $100,000 $200,000 $300,000 $400,000 $500,000 $550,000 $600,000
$1,100,000......................... $110,000 $220,000 $330,000 $440,000 $550,000 $605,000 $660,000
$1,200,000......................... $120,000 $240,000 $360,000 $480,000 $600,000 $660,000 $720,000
</TABLE>
- ---------------
(1) Estimated annual pension plan benefits shown are prior to adjustment for
Social Security benefits.
(2) Final Average Compensation is the sum of salary and bonus from the Summary
Compensation Table.
The Company maintains a Pension Plan and a Supplemental Executive Pension
Plan in which all of the officers named in the Summary Compensation Table are
participants. Taken together, the two plans provide participants with a monthly
retirement benefit based on the participant's final average compensation and
years of service. The monthly benefit is reduced by one-half the participant's
primary Social Security benefit amount. The chart above shows the estimated
benefit (stated in annual amounts) payable (prior to reduction for Social
Security) beginning at age 62 for the years of credited service and final
average compensation amounts shown.
Years of Credited Service used in determining benefits for the named
executives are as follows through December 31, 1996:
Mr. McDermott, 2.5 years; Mr. Steenburgh, 1.3 years; Mr. Zonarich, 26.8;
Mr. Murphy, 3.3 years; Mr. Tomaino, 1.4 years; Mr. Scanlon, 37.8 years. Benefits
are computed at straight-life annuity amounts, which may be paid in various
forms.
13
<PAGE> 19
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
NAME AGE PRESENT OFFICE AND EXPERIENCE
- -------------------- --- -----------------------------------------------------------------
<S> <C> <C>
Thomas C. McDermott 60 Chairman of the Board since 1995 and Chief Executive Officer and
President since June 1994; Director since 1988; previously, a
Director and President and Chief Operating Officer of Bausch &
Lomb, Incorporated 1986-1993.
Douglas J. Bingler 50 Vice President and President -- Water Technologies North America
since February 1997; previously President -- Water Technologies
Group, America, 1995-1997; President of Keystone Railway
Equipment Company, 1993-1995; Corporate Vice President and
General Manager, Liquid Metronics and Hartell Divisions of
Milton-Roy Company, 1988-1993.
William G. Kelley 50 Vice President -- Human Resources since July 1996; previously,
Vice-President -- IPG Human Resources, 1994-1996; Director of
Human Resources, 1992-1994. Joined the Company in 1992;
previously, Director of International Human Resources of
Fisher-Price, Inc., 1989-1992.
J. Kevin Kilbane 58 Vice President and President -- Europe effective February, 1997;
previously President -- Europe, 1996-1997;
President -- Engineered Pump Group of Ingersoll Dresser Pump
Company, 1992-1995.
John P. Murphy 50 Vice President -- Finance and Chief Financial Officer since
August 1993; previously Executive Vice President and Chief
Financial Officer of Westcan Chromalox, Inc., 1991-1993.
John J. Scanlon 62 Vice President -- Worldwide Commercial Strategies and
President -- Asia Pacific since November, 1996; previously
President -- Asia Pacific and Latin America, 1995-1996; Vice
President and General Manager Asia Pacific, 1991-1995.
Eric L. Steenburgh 56 Senior Vice President and President -- Industrial Products since
September 1995; previously, President and Chief Operating Officer
of Ricoh Corporation, 1992-1995. Before joining Ricoh, he spent
27 years with Xerox Corporation, and held several senior
management positions including having responsibility for all
manufacturing operations worldwide.
Michael T. Tomaino 59 Vice President, General Counsel and Secretary since July 1995;
previously a Partner of the law firm Nixon, Hargrave, Devans &
Doyle, 1971-1995.
</TABLE>
14
