SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT
For the fiscal year ended
December 28, 1996 Commission File Number: 1-8684
EXCEL INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
Indiana 35-1551685
(State or other jurisdiction (I.R.S. Employer
incorporation or organization Identification Number)
1120 North Main Street, Elkhart, Indiana 46514
(Address of principal executive offices) (Zip Code)
Registrant's telephone number (219) 264-2131
Securities registered pursuant to Section 12 (b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
Common Shares, without
Par value New York Stock Exchange
Preferred Share Purchase Rights New York Stock Exchange
Securities registered under 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 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)
The number of shares of the Registrant's Common Shares, no par
value, outstanding on February 14, 1997 was 10,722,454. The
aggregate market value of the Registrant's Common Shares held by
nonaffiliates on March 11, 1997 was $195,684,785.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the Excel Industries, Inc. proxy statement for
the 1997 annual meeting of shareholders are incorporated by
reference into Part III of this report.
<PAGE>
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.
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EXCEL INDUSTRIES, INC.
<S> <C>
June 18, 1998 s/ James O. Futterknecht, Jr.
James O. Futterknecht, Jr.,
Chairman of the Board,
President and Chief
Executive Officer
</TABLE>
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>
<S> <C>
June 18, 1998 s/ James O. Futterknecht, Jr.
James O. Futterknecht, Jr.
Chairman of the Board,
President and Chief
Executive Officer (Principal
Executive Officer)
June 18, 1998 s/ Joseph A. Robinson
Joseph A. Robinson, Vice
President, Secretary-Treasurer
and Chief Financial Officer
(Principal Financial Officer)
June 18, 1998 s/ Ike K. Eikelberner
Ike K. Eikelberner, Vice
President and Corporate
Controller (Principal
Accounting Officer)
June 18, 1998 s/ John G. Keane
John G. Keane, Director
June 18, 1998 s/ Richard A. Place
Richard A. Place, Director
June 18, 1998 s/ James K. Sommer
James K. Sommer, Director
June 18, 1998 s/ Ralph R. Whitney, Jr.
Ralph R. Whitney, Jr.,
Director
</TABLE>
<PAGE>
EXHIBIT INDEX
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<CAPTION>
Page No.
Exhibit In Manually
Number Description of Exhibit Signed Copy
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(2.1) Stock purchase agreement dated March 4,
1996 among Excel Industries, Inc. and
Anderson Industries, Inc. and the
stockholders of Anderson Industries, Inc.
was filed as Exhibit 2 to the Company's
Form 8-K filed April 3, 1996 and is
incorporated herein by reference
(3.1) Articles of Incorporation of the Company
as amended effective January 5, 1996 were
filed as Exhibit 3.1 to the Company's
Annual Report on Form 10-K filed March
29, 1996 and is incorporated herein by
reference
(3.2) The Code of By-Laws of the Company as
amended effective December 21, 1995 was
filed as Exhibit 3.4 to the Company's
Annual Report on Form 10-K filed March 29,
1996 and is incorporated herein by
reference.
(4.1) A specimen of the certificate representing
the Common Stock of the Company was filed
as Exhibit 4.1 to the Company's Amendment
No. 1 to the Registration Statement on
Form S-1 filed on April 3, 1984 (Reg. No.
2-89521) and is incorporated herein by
reference
(4.2) Article VI, Section 2-5, Article VII
and Article XII, Section 1 of the Articles
of Incorporation of the Company are
included as part of Exhibit 3.1 above
(4.3) Articles X, XI, XV, XVI, XXIV of the Code
of By-Laws of the Company are included as
part of Exhibit 3.2 above
(4.4) Rights Agreement between the Company and
Chemical Mellon Shareholder Services
L.L.C., as Rights Agent, was filed as
Exhibit 4 to the Company's Current Report
on Form 8-K filed January 8, 1996 and is
incorporated herein by reference
(4.5) Warrant Grant and Registration Rights
Agreement dated April 3, 1996 among Excel
Industries, Inc. and certain stockholders
of Anderson Industries, Inc. was filed as
Exhibit 4.1 to the Company's Form 8-K
filed April 3, 1996 and is incorporated
herein by reference
(4.6) Amended and Restated Credit Agreement
dated April 29, 1996 among Excel
Industries, Inc., certain banks, Society
National Bank as agent and Harris Trust
and Savings Bank as co-agent was filed as
Exhibit 4.2 to the Company's Form 8K/A
Amendment No. 1 dated May 13, 1996 and is
incorporated herein by reference
(4.7) Form of Note Purchase Agreement dated May
3, 1996 between Excel Industries, Inc.
and each of several institutional
investors was filed as Exhibit 4.3 to the
Company's Form 8K/A Amendment No. 1 dated
May 13, 1996 and is incorporated herein by
reference
(9) Not Applicable
(10.1) Purchase and Supply Contract between the
Company and Ford Motor Company dated
October 7, 1986, was filed as part of
Exhibit (e) (2) of the Company's Schedule
13E-4 filed on August 27, 1986, and is
incorporated herein by reference
(10.2) Lease Agreement between Modular Concepts,
Inc. and Fulton Industrial Development
Authority was filed as Exhibit 10.12 to
the Registration Statement on Form S-1
filed on February 27, 1987 (Reg. No. 33-
12282) and is incorporated herein by
reference
(10.3)* The Excel Industries, Inc. Stock Purchase
Plan and Trust was filed as Exhibit 4.4 to
Amendment No. 1 to the Company's
Registration Statement on Form S-8 filed
on June 9, 1987 (Reg. No. 33-14508) and is
incorporated herein by reference
(10.4) Lease Agreement dated May 4, 1988 between
the Company and Willis Day Properties,
Inc. (for the Toledo, Ohio facility) was
filed as Exhibit 10.18 to the Company's
Annual Report on Form 10-K filed March 20,
1989, and is incorporated herein by
reference
(10.5)* The 1989 Deferred Compensation Plan of the
Company as amended effective October 1,
1991 was filed as Exhibit 10.12 to the
Company's Annual Report on Form 10-K filed
March 26, 1992 and is incorporated herein
by reference
(10.6) Lease Purchase Contract dated July 1, 1979
between The Industrial Development Board
for the City of Pikeville (the "Pikeville
Board") and Ferro Manufacturing
Corporation ("Ferro") was filed as Exhibit
10.20 to the Company's Annual Report on
Form 10-K filed March 27, 1991, and is
incorporated herein by reference
(10.6) First Amendment to Lease Purchase
Contract, dated January 1, 1983, between
the Pikeville Board and Ferro was filed as
Exhibit 10.21 to the Company's Annual
Report on Form 10-K filed March 27, 1991,
and is incorporated herein by reference
(10.8)* Excel Industries, Inc. and Subsidiaries
Incentive Compensation Plan was filed on
Exhibit 10.14 to the Company's Annual
Report on Form 10-K filed March 26, 1993,
and is incorporated herein by reference
(10.9) Lease Extension Agreement dated September
17, 1992 between the Company and Willis
Day Properties, Inc. (for the Toledo
facility) was filed on Exhibit 10.15 to
the Company's Annual Report on Form 10-K
filed March 26, 1993, and is incorporated
herein by reference
(10.10) Purchase Agreement between the Company and
Ford Motor Company dated January 31, 1994
was filed as Exhibit 10.13 to the
Company's Annual Report on Form 10-K filed
March 29, 1994 and is incorporated herein
by reference
(10.11)*Form of Executive Separation Agreements
between the Company and the following
persons: James O. Futterknecht, Jr.,
Joseph A. Robinson, Louis R. Csokasy,
James E. Crawford, Terrance L. Lindberg,
Michael C. Paquette and James M.
Krzyzewski was filed as exhibit 10.13 to
the Company's Annual Report on Form 10-K
filed March 29, 1996 and is incorporated
herein by reference
(11) Not Applicable
(12) Not Applicable
(13) Not Applicable
(16) Not Applicable
(18) Not Applicable
(21) List of the Company's subsidiaries.
(22) Not Applicable
(23) Consent of Independent Accountants.
(24) Not Applicable
(27) Financial Data Schedule.
(28) Not Applicable
* Management contract or compensation plan
or arrangement.
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<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-28-1996
<PERIOD-END> DEC-28-1996
<CASH> 6,580
<SECURITIES> 23,981
<RECEIVABLES> 129,794
<ALLOWANCES> 2,443
<INVENTORY> 43,960
<CURRENT-ASSETS> 238,950
<PP&E> 250,498
<DEPRECIATION> 90,723
<TOTAL-ASSETS> 443,234
<CURRENT-LIABILITIES> 124,810
<BONDS> 0
0
0
<COMMON> 92,187
<OTHER-SE> 58,538
<TOTAL-LIABILITY-AND-EQUITY> 443,234
<SALES> 887,741
<TOTAL-REVENUES> 887,741
<CGS> 783,375
<TOTAL-COSTS> 849,027
<OTHER-EXPENSES> (1,736)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,784
<INCOME-PRETAX> 30,666
<INCOME-TAX> 11,550
<INCOME-CONTINUING> 19,116
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 19,116
<EPS-PRIMARY> 1.79
<EPS-DILUTED> 1.62
</TABLE>
