May 14, 1996
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, NW
Stop 1-4
Washington, D.C. 20549-1004
Attention: Filing Desk
RE: Thiokol Corporation
Commission File No. 1-6179
Current Report on Form 8-K dated May 14, 1996
Ladies/Gentlemen:
This Form 8-K is being filed electronically on EDGAR pursuant to Item 5,
Other Events.
Sincerely,
Edwin M. North
Enclosures
cc: New York Stock Exchange (w/manually signed copy of report)
Chicago Stock Exchange (w/manually signed copy of report)
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 14, 1996
Thiokol Corporation
- - ----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
- - ----------------------------------------------------------------------
(State or other jurisdiction of incorporation)
1-6179 36-2678716
------------------------ -------------------------------
Commission File Number (IRS Employer Identification No.)
2475 Washington Boulevard, Ogden, Utah 84401-2398
- - ----------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(801) 629-2000
-----------------------------
Registrant's Telephone Number
<PAGE>
ITEM 5 - OTHER EVENTS
May 14, 1996
Thiokol Corporation
"Cautionary Statements"
Private Securities Litigation Reform Act of 1995
Thiokol Corporation (Company) sets forth below "Cautionary Statements" for
the purpose of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. Many of the factors described below are
discussed both in current and prior Company SEC filings. In addition to the
inherent general business risk, including, but not necessarily limited to,
changes in the level of economic activity in the markets where the Company
does business, governmental and regulatory changes; the adverse outcome of
litigation or claims (including environmental) asserted against the Company;
weather; availability and price of raw materials (such as ammonium
perchlorate and rayon yarn, an oxidizer for rocket propellant fuels and an
essential material for case wrapping respectively), components, fuel,
utilities and qualified suppliers, work and transportation stoppage, foreign
currency fluctuations; events of casualty and calamity and changes in tax
laws and accounting rules, major risks at this
<PAGE>
time which may impact the Company's forward looking statements include but
are not necessarily limited to the following risk factors:
(i) The Company's National Aeronautical and Space Administration (NASA)
Reusable Solid Rocket Motor (RSRM) contract for the Space Shuttle
program is subject to substantial performance and financial risks.
Without cause, the contract may be terminated for the convenience
of the U.S. Government (government). Deliveries under the contract
may be delayed or extended at the election of the government. The
Congress may change the funding available to the contract. Actions
by the government or Company may make the amount of the contract
fee already booked inappropriate, thus causing a retroactive fee
award adjustment including possible reimbursement to the government
of fees the government has paid to the Company. There is no
assurance the Company will be awarded additional RSRM contracts as
a follow-on upon completion of the current "Buy III" contract
expected to continue until fiscal year 2000. If the Company is
awarded such a follow-on contract, the profitability and cash flow
from such contract may not be at current levels. NASA's proposed
privatization of the Space Shuttle Program could adversely impact
the Company's RSRM contract in the out-years.
(ii) The Company's maintenance of non RSRM space and defense contracts
and programs (collectively "programs") and the availability and
award of future programs with the government and prime contractors
are subject to the risk of
<PAGE>
termination or renegotiation by the government or failure of such
programs to be funded. The Company's ability to successfully
compete and win new programs or retain current programs is also
dependent on the availability of program funding; competition by
others with the Company for such programs on price, quality,
technology, facilities, delivery and product performance; changes
in Congressional funding objectives; and federal agency demand and
program management including but not limited to program
termination, consolidation or privatization. Risk factors also
include the degree the Company successfully manages current
programs, obtaining or retaining new and existing programs and the
profitability of such programs with satisfactory return on
investment on lower prices, costs and unit volumes of a contracting
and competitive government procurement environment.
(iii)The products and services, primarily through the Company's
fastening systems business segment and the Company's minority
equity investment in Howmet Corporation, sold by the Company to
domestic and international commercial aerospace market are subject
to the risks of the cyclical nature of the aircraft market and the
phase of such cycle at any point in time. Although the Company
believes this cycle is in recovery, such recovery can not be
assured and delay or changes in aircraft and component orders and
build schedules may impact the future demand for Company products,
delivery and profitability. The Company's major aerospace customers
are large and may exercise their market
<PAGE>
power among a number of vendors including the Company competing for
their business, by exerting pricing pressure, delivery, inventory
and unit volume requirements. Risks to the Company includes
management's ability to maintain both product and manufacturing
qualifications to meet the needs of its major customers and
regulatory agencies; maintain or improve margins and return on
investment in light of competitive pricing pressures, unit demand
and product qualification and product substanuations by major
customers. The Company's ability to maintain product pricing, and
availability, delivery, and service are important risk factors.
(iv) The products and services sold by the Company for domestic
and international, and industrial commercial markets, primarily
through the fastening systems business segment and the Company's
minority equity investment in Howmet Corporation, are subject to
the risks of the level of general economic activity and industry
capacity in mature industrial markets, product applications and
technology associated primarily with aircraft, automotive,
transportation, power generation, construction and other industrial
applications. The risks for the Company include management's
ability to successfully grow new and existing product lines,
improve margins and returns on investment by successfully
implementing asset management, pricing and cost reduction
strategies. The Company's ability to maintain competitive products,
pricing, availability, delivery and service are important customer
and competitor risk factors.
<PAGE>
(v) Many of the Company's products and manufacturing processes
utilize highly energetic and hazardous materials. Major liability,
employee safety, production disruptions and asset destruction or
impairment risks exist. Unknown environmental hazzards including
the designation of the Company as a responsible party in a Super
Fund enforcement action by the Environmental Protection Agency and
environmential claims by third parties pose a significant risk to
the Company especially with respect to new acquisitions the Company
may make with the implementation of its diversification and growth
strategies to the extent such risks are not identified or otherwise
indemnified by third parties.
(vi) Management's ability to successfully implement and complete its
long term diversification strategy making the Company less
dependent on government space and defense procurement is a
strategic risk factor. Risk factors associated with the successful
completion of the Howmet acquisition will in part be dependent on
the favorable operational and financial performance, favorable
economic conditions and the availability of financing at reasonable
costs and on reasonable terms from the capital markets at the time
the Company exercises its option to acquire the balance of the
equity ownership of Howmet from the Carlyle Group. Implementation
of a successful growth and diversification strategy including
acquisitions of new product lines and additions to existing product
lines is a challenging risk to the Company and its long term
success. There is strategic risk associated with the integration
and
<PAGE>
management of new business, such as Howmet, into the existing
organization structure.
(vii) Supplier and customer product qualifications are important to the
Company as a supplier and as a purchaser. As a supplier, loss or
failure to maintain product or manufacturing qualifications from
major customers including the government and major commercial
aerospace and aircraft manufaturers may result in a loss of markets
and business for the Company. Vendor, component parts, and raw
materials qualifications are important to the Company in the
manufacture of its products including major propulsion systems such
as the RSRM. Vendor, component parts and raw material
qualifications may be limited and the loss of a major vendor as a
supplier has the potential to cause a major and mateial delay in
production or program management.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THIOKOL CORPORATION
(Registrant)
Dated: May 14, 1996 By: /s/
________________________________
Edwin M. North
Corporate Secretary
<PAGE>
