<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended 12/31/96 Commission file number 1-8591
FIGGIE INTERNATIONAL INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 52-1297376
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
4420 SHERWIN ROAD, WILLOUGHBY, OHIO 44094
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (216) 953-2700
Securities registered pursuant to Section 12(G) of the Act:
Class A Common Stock, Par Value $.10 Per Share
(TITLE OF CLASS)
Class B Common Stock, Par Value $.10 Per Share
(TITLE OF CLASS)
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 THAT 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
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 ]
STATE THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF
THE REGISTRANT. (THE AGGREGATE MARKET VALUE SHALL BE COMPUTED BY REFERENCE TO
THE PRICE AT WHICH THE STOCK WAS SOLD, OR THE AVERAGE BID AND ASKED PRICES OF
SUCH STOCK, AS OF A SPECIFIED DATE WITHIN 60 DAYS PRIOR TO THE DATE OF
FILING.)
At January 24, 1997 - $199,429,616
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S CLASSES
OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.
Outstanding as of 1/24/97
Class A Common Stock, Par Value $.10 Per Share 13,681,977
Class B Common Stock, Par Value $.10 Per Share 4,712,747
DOCUMENTS INCORPORATED BY REFERENCE: LIST THE FOLLOWING DOCUMENTS IF
INCORPORATED BY REFERENCE AND THE PART OF THE FORM 10-K INTO WHICH THE
DOCUMENT IS INCORPORATED: (1) ANY ANNUAL REPORT TO SECURITY HOLDERS; (2) ANY
PROXY OR INFORMATION STATEMENT; AND (3) ANY PROSPECTUS FILED PURSUANT TO RULE
424 (b) OR UNDER THE SECURITIES ACT OF 1933. (THE LISTED DOCUMENTS SHOULD
BE CLEARLY DESCRIBED FOR IDENTIFICATION PURPOSES.)
Proxy Statement Re: 1996 Annual Stockholders' Meeting(See Part III)
Certain documents incorporated from prior filings (See Part IV) <PAGE>
Financial Information About the Company's Business Segments
FIGGIE INTERNATIONAL INC. AND SUBSIDIARIES
(in thousands)
Year Ended December 31
Sales to Unaffiliated Customers* and by Product Line: 1996 1995 1994
Interstate Electronics
Strategic Weapon Systems $ 45,494 $ 50,914 $ 52,909
Global Positioning Systems 26,099 28,205 37,964
Other 18,944 19,146 22,764
90,537 98,265 113,637
Scott
Health/Safety Products $ 70,783 $ 62,058 $ 62,243
Aviation/Government Products 65,901 50,511 36,447
136,684 112,569 98,690
Snorkel
Booms $ 87,263 $ 78,209 $ 51,719
Scissorlifts and Other 71,233 51,775 35,279
158,496 129,984 86,998
Total Sales to Unaffiliated Customers $385,717 $340,818 $299,325
Major Customer Sales*:
Interstate Electronics $ 82,752 $ 86,121 $103,095
Scott 12,591 10,648 2,335
Snorkel 10 6 75
Total Sales to U.S. Government $ 95,353 $ 96,775 $105,505
Export Sales - United States to*:
Canada $ 14,974 $ 14,690 $ 11,726
Other 25,079 24,477 20,254
Total U.S. Export Sales $ 40,053 $ 39,167 $ 31,980
Operating Profit (Loss)*:
Interstate Electronics $ 5,055 $ 5,883 $ 6,010
Scott 26,914 21,145 17,775
Snorkel 22,078 12,584 4,491
Total for Reporting Segments 54,047 39,612 28,276
Corporate and unallocated expenses (14,019) (18,436) (45,495)
Total Operating Profit (Loss) $ 40,028 $ 21,176 $(17,219)
Identifiable Assets:
Interstate Electronics $ 58,395 $ 52,813 $ 50,750
Scott 48,787 37,331 31,901
Snorkel 67,202 59,234 50,556
Corporate 170,882 136,055 177,322
Discontinued Operations 27,519 79,423 326,481
Total Identifiable Assets $372,785 $364,856 $637,010
Capital Expenditures:
Interstate Electronics $ 2,518 $ 1,113 $ 3,713
Scott 2,202 1,251 1,501
Snorkel 2,816 2,199 5,658
Corporate 2,183 1,624 12,780
Discontinued Operations 560 19,157 36,652
Total Capital Expenditures $ 10,279 $ 25,344 $ 60,304
Depreciation and Amortization:
Interstate Electronics $ 1,737 $ 1,616 $ 1,083
Scott 1,597 1,179 1,024
Snorkel 2,589 2,014 1,591
Corporate 441 855 3,957
Discontinued Operations 789 630 33,978
Total Depreciation and Amortization $ 7,153 $ 6,294 $ 41,633
* Excludes those operating units that are discontinued operations. See
"Item 7- Management's Discussion and Analysis of Financial Condition
and Results of Operations" included elsewhere herein.
<PAGE>
FIGGIE INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31
(in thousands, except per share data)
1996 1995 1994
Net Sales $ 385,717 $ 340,818 $ 299,325
Costs of Sales 282,563 254,515 233,941
Gross Profit on Sales 103,154 86,303 65,384
Operating Expenses:
Selling, General and Administrative 48,438 51,479 64,361
Research and Development 14,688 13,648 18,242
Total Operating Expenses 63,126 65,127 82,603
Operating Income (Loss) 40,028 21,176 (17,219)
Other Expense (Income):
Restructuring and Refinancing Costs 993 11,855 55,204
Interest Expense 19,820 29,255 42,062
Interest Income (2,132) (3,248) (3,269)
Other, Net (1,243) (4,322) (1,446)
Income (Loss) from Continuing Operations 22,590 (12,364) (109,770)
before Income Tax Benefit
Income Tax Benefit 27,712 - 22,986
Income (Loss) from Continuing Operations 50,302 (12,364) (86,784)
Discontinued Operations, net of tax:
Income (Loss) from Operations 1,280 1,871 (41,368)
(Loss) on Disposal (28,282) (5,597) (38,578)
(27,002) (3,726) (79,946)
Net Income (Loss) $ 23,300 $(16,090)$(166,730)
Weighted Average Shares 18,728 18,202 17,723
Per Share Data:
Income (Loss) from Continuing Operations $ 2.69 $ (0.68) $ (4.90)
(Loss) from Discontinued Operations (1.44) (0.21) (4.51)
Net Income (Loss) $ 1.25 $ (0.89) $ (9.41)
See Notes to Consolidated Financial Statements.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
FIGGIE INTERNATIONAL INC.
(Company)
By /s/
Date: February 3, 1997 S. L. Siemborski
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed as of January 24, 1997 by the following
persons on behalf of the Company and in the capacities indicated.
By /s/ By /s/
J. P. Reilly, Principal H. Nesbit, II, Director
Executive Officer & Director
By /s/ By /s/
F. J. Brinkman, Director A. A. Sommer, Jr., Director
By /s/ By /s/
G.W. Lindemann, Director S. L. Siemborski, Director
(Principal financial and
accounting officer)
By /s/ By /s/
F. R. McKnight, Director W. M. Vannoy, Director
