UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-6179
THIOKOL CORPORATION
INCORPORATED IN THE STATE OF DELAWARE IRS EMPLOYER IDENTIFICATION
NO. 36-2678716
Principal Executive Offices
2475 Washington Boulevard, Ogden, Utah 84401
Telephone Number: (801) 629-2000
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS Name of Each Exchange
Common Stock, par value ON WHICH REGISTERED
$1.00 per share New York Stock Exchange
Common Stock Purchase Rights Chicago Stock Exchange
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
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
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period than the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. YES X NO
Aggregate market value of Registrant's voting stock held by
non-affiliates, based upon the closing price of said stock on the New York
Stock Exchange-Composite Transaction Listing on August 29, 1997, ($79.625
per share): $1,455,933,889
Number of shares of Common Stock outstanding as of August 29, 1997:
18,284,884
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of Annual Report to Stockholders for the fiscal year ended June
30, 1997: Parts I, II, and IV.
2. Portions of definitive Proxy Statement dated September 12, 1997: Parts
III and IV.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) DOCUMENTS FILED AS PART OF THIS REPORT
1. FINANCIAL STATEMENTS
The following consolidated financial statements are included on pages
34 through 51 of the Company's Annual Report to Stockholders for the fiscal
year ended June 30, 1997, and are incorporated herein by reference in
Exhibit Number 13:
Consolidated Statements of Income -- Years ended June 30, 1997, 1996
and 1995.
Consolidated Balance Sheets -- June 30, 1997 and June 30, 1996.
Consolidated Statements of Cash Flows -- Years ended June 30, 1997,
1996 and 1995.
Consolidated Statements of Stockholders' Equity -- Years ended June
30, 1997, 1996 and 1995.
Notes to Consolidated Financial Statements.
Management's Report on Financial Statements.
Report of Ernst & Young LLP, Independent Auditors.
2. FINANCIAL STATEMENT SCHEDULES
All schedules for which provision is made under the applicable
accounting regulation of the Securities and Exchange Commission are omitted
as they are either not required under the related instructions or are
otherwise inapplicable.
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3. INDEX TO EXHIBITS
Exhibit
NUMBER DESCRIPTION
(3) Certificate of Incorporation and By-Laws.
3.01 Restated Certificate of Incorporation of the Company,
effective July 3, 1989: Incorporated by reference as Exhibit
3 to Form 10-K for fiscal year ended June 30, 1989.
3.02 Amended By-Laws of the Company: Incorporated by reference to
Annex IV to Proxy Statement/Prospectus dated May 22, 1989,
for Special Stockholders meeting held June 23, 1989.
3.03 Amended By-Laws of the Company June 19, 1997 increasing
Board of Directors: Incorporated by reference as Exhibit 3
to Form 10-K for fiscal year ended June 30, 1997.
(4) Instruments defining the rights of security holders including
indentures.
4.01 Rights Agreement between Thiokol Corporation and First
Chicago Trust Company of New York: Incorporated by reference
to Exhibit 4 to Form 8-A dated May 28, 1997.
4.02 See Exhibits 3.01, 3.02, and 3.03 above.
(10) Material contracts.
10.01 (1)1989 Stock Awards Plan: Incorporated by reference to
Annex VI to Proxy Statement/Prospectus dated May 22, 1989,
for special Stockholders Meeting held June 23, 1989.
10.02 (1)1989 Stock Awards Plan as amended by stockholder approval
October 15, 1993: Incorporated by reference to the
definitive Proxy Statement dated September 11, 1992.
10.03 (1)Survivor Income Benefits Plan, amended through March 24,
1983: Incorporated by reference as Exhibit 10 to Form 10-K
for fiscal year ended June 30, 1989.
10.04 (1)Arrangements whereby the Company compensates its
independent auditors for tax services to certain key
executives
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for which there is no written document: Incorporated by
reference as Exhibit 10 to Form 10-K for fiscal year ended
June 30, 1989.
10.05 (1)Form of Employment Agreement between the Company and
certain of its executive officers including the Chief
Executive Officer and the other four highest paid executive
officers: Incorporated by reference as Exhibit 10 to Form
10-K for fiscal year ended June 30, 1989.
10.06 Amended Form of Employment Agreement between certain of its
executive officers including the five most highly
compensated: Incorporated by reference as Exhibit 10 to Form
10-K for fiscal year ended June 30, 1990.
10.07 Credit Agreement dated September 30, 1993 among Thiokol
Corporation and The First National Bank of Chicago, Bank of
America National Trust and Savings Association, NBD Bank,
N.A., and The Northern Trust Company: Incorporated by
reference as Exhibit 10 to Form 10-K for fiscal year ended
June 30, 1994.
10.08 (1)Thiokol Corporation Pension Plan (Second Restatement
Effective January 1, 1989): Incorporated by reference as
Exhibit 10 to Form 10-K for fiscal year ended June 30, 1994.
10.09 Huck International, Inc. Personal Retirement Account Plan
(Second Restatement Effective as of January 1, 1992):
Incorporated by reference as Exhibit 10 to Form 10-K for
fiscal year ended June 30, 1995.
10.10 Huck International, Inc. Supplemental Executive Retirement
Plan (Effective January 1, 1992): Incorporated by reference
as Exhibit 10 to Form 10-K for fiscal year ended June 30,
1995.
10.11 Stock Purchase Agreement by and among Thiokol Holding
Company, Carlyle-Blade Acquisition Partners L.P., and Blade
Acquisition Corp. dated as of December 13, 1995:
Incorporated by reference as Exhibit 10 to Form 10-Q for the
quarterly period ended December 31, 1995.
10.12 Shareholders' Agreement by and among Thiokol Holding
Company, Carlyle-Blade Acquisition Partners, L.P., and Blade
Acquisition Corp. dated as of December 13, 1995:
Incorporated by reference as Exhibit 10 to Form 10-Q for the
quarterly period
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ended December 31, 1995.
10.13 Registration Rights Agreement by and between Blade
Acquisition Corp., Thiokol Holding Company and Carlyle-Blade
Acquisition Partners, L.P. dated as of December 13, 1995:
Incorporated by reference as Exhibit 10 to Form 10-Q for the
quarterly period ended December 31, 1995.
10.14 Holding Management Agreement by and between Howmet
Corporation and Thiokol Holding Company dated as of December
13, 1995: Incorporated by reference as Exhibit 10 to Form
10-Q for the quarterly period ended December 31, 1995.
10.15 Thiokol Transaction Fee Agreement by and between Howmet
Holdings Acquisition Corp. and Thiokol Corporation dated as
of December 13, 1995: Incorporated by reference as Exhibit
10 to Form 10-Q for the quarterly period ended December 31,
1995.
10.16 Amended Certificate of Designations, Preferences and
Relative, Participating, Optional, and Other Special Rights
of Preferred Stock and Qualifications, Limitations, and
Restrictions thereof of 9.0% Series A Senior Cumulative
Preferred Stock of Blade Acquisition Corp.: Incorporated by
reference as Exhibit 10 to Form 10-Q for the quarterly
period ended December 31, 1995.
10.17 Standstill Agreement by and among Thiokol Holding Company,
Thiokol Corporation, Carlyle-Blade Acquisition Partners,
L.P. et al. dated as of December 13, 1995: Incorporated by
reference as Exhibit 10 to Form 10-Q for the quarterly
period ended December 31, 1995.
10.18 Collateral Custodial Agreement by and among Carlyle-Blade
Acquisition Partners L.P., Thiokol Holding Company, and the
First National Bank of Chicago: Incorporated by reference as
Exhibit 10 to Form 10-Q for the quarterly period ended
December 31, 1995.
10.19 Credit Agreement dated as of May 23, 1996, among Thiokol
Corporation and The First National Bank of Chicago.
Incorporated by reference as Exhibit 10 to Form 10-K for
fiscal year ended June 30, 1996.
10.20 Thiokol Corporation 1996 Stock Awards Plan: Incorporated by
reference as Exhibit A to Proxy Statement dated September
20, 1996.
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10.21 (1)Thiokol Corporation Supplemental Executive Retirement
Plan amended and restated effective June 16, 1997.
10.22 Thiokol Corporation Executive Bonus Plan as amended and
restated effective June 16, 1997.
10.23 (1)Thiokol Corporation Key Executive Bonus Plan as amended
and restated effective June 16, 1997.
10.24 (1)Thiokol Corporation Key Executive Long-Term Incentive
Plan as amended and restated effective June 16, 1997.
10.25 (1)Huck International, Inc. Excess Benefit Plan for Selected
Employees amended and restated effective June 16, 1997.
10.26 (1)Thiokol Corporation Grant Agreement Incentive Stock
Option amended and restated June 16, 1997.
10.27 (1)Thiokol Corporation Grant Agreement Non-qualified Stock
Option amended and restated June 16, 1997.
(11) Statement re computation of per share earnings.
Statement re computation of per share earnings of the Company and
subsidiaries for the three years ended June 30, 1997, 1996, and 1995.
(13) Annual Report to security holders.
Applicable sections of the Annual Report to Stockholders of the
Company for fiscal year 1997 incorporated by reference.
(21) Subsidiaries of the registrant.
Subsidiaries of the Company.
(24) Consents.
Consent of Ernst & Young LLP, independent auditors.
(27) Financial Data Schedule.
(b) REPORTS ON FORM 8-K
Form 8-K filed May 22, 1997. Item 5 - Other Events - related to the
Rights
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Agreement between Thiokol Corporation and First Chicago Trust Company
of New York dated May 22, 1997.
(d) SEPARATE FINANCIAL STATEMENTS OF SUBSIDIARIES NOT CONSOLIDATED AND
FIFTY PERCENT OR LESS OWNED PERSONS
The financial statements for Howmet International Inc. formerly Blade
Acquisition Corp. ("Howmet") required by Rule 3-09 of Regulation S-X
to be filed as an amendment to this report on Form 10-K within 90 days
after the end of Howmet's fiscal year ending December 31, 1997, are
incorporated herein by reference to Item 14(a) and Exhibit 13 to
Annual Report on Form 10-K of Howmet International Inc. for fiscal
year ended December 31, 1997. The Howmet financial statements are
incorporated by reference pursuant to Rule 12b-23 and 12b-32.
- --------------------------
(1) Management contract or compensatory plan or arrangement has been filed
as an Exhibit to this Form 10-K pursuant to Item 14c.
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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, AS OF
THE 26TH DAY OF MARCH, 1998.
THIOKOL CORPORATION
(Registrant)
By /S/ RICHARD L. CORBIN
Richard L. Corbin
Senior Vice President and
Chief Financial Officer
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EXHIBIT (24)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Amended Annual
Report (Form 10-K/A) of Thiokol Corporation of our report dated January 28,
1997 included in the 1998 Annual Report to Shareholders of Howmet
International Inc. which is incorporated by reference into the Annual
Report on Form 10-K of Howmet International Inc.
We also consent to the incorporation by reference in the
Registration Statements Form S-3 No. 333-1753, and Form S-8, Nos. 33-18630,
33-2921, 33-10316, 2-76672, 2-90885, 33-38322, and 33-22965 pertaining to
certain Retirement Savings and Investment Plans and Stock Option Plans of
Thiokol Corporation of our report dated January 28, 1998, with respect to
the consolidated financial statements of Howmet International Inc.
incorporated by reference in the Amended Annual Report (Form 10-K/A) of
Thiokol Corporation for the year ended June 30, 1997.
/S/ ERNST & YOUNG LLP
________________________
ERNST & YOUNG LLP
Stamford, Connecticut
March 20, 1998
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