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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the Fiscal Year Ended July 31, 1998
Commission File Number 0-12730
BRADY CORPORATION
(Exact name of registrant as specified in charter)
Wisconsin 39-0178960
(State of Incorporation) (IRS Employer Identification No.)
6555 West Good Hope Road
Milwaukee, WI 53223
(Address of Principal Executive Offices and Zip Code)
(414) 358-6600
(Registrant's Telephone Number)
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
Class A Nonvoting Common Stock, Par Value $.01 per share
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. Yes X No
--- ---
As of September 30, 1998, there were outstanding 20,731,363 shares of Class A
Nonvoting Common Stock (the "Class A Common Stock"), and 1,769,314 shares of
Class B Common Stock. The Class B Common Stock, all of which is held by
affiliates of the Registrant, is the only voting stock.
DOCUMENTS INCORPORATED BY REFERENCE
Brady Corporation 1998 Annual Report, Incorporated into Part II & IV
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ITEM 11 EXECUTIVE COMPENSATION
The following table summarizes the compensation paid or accrued by the
Company during the three fiscal years ended July 31, 1998, to those persons who,
as of the end of fiscal 1998, were the Named Executive Officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation Awards
------------------- --------------------------------
Restricted
Other Stock
Annual Awards Options/SAR All Other
Name and Fiscal Salary Bonus Comp ---------- (# of Shares) Comp
Principal Position Year ($) ($) (1) ($) (2) ($) (9) (3) ($) (4)
------------------ ---- ------ ---------- -------- ----------- ----------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
K. M. Hudson 1998 449,516 190,145 4,829 1,487,500 24,000 107,066 (5)
President & Chief 1997 390,149 305,447 4,648 --- 230,000 40,744 (5)
Executive Officer 1996 342,500 174,505 5,381 --- 36,000 41,412 (5)
R. L. Fisk 1998 259,615 82,363 3,560 743,750 8,000 215,180 (6)
Vice President, 1997 228,750 134,333 3,904 --- 110,000 14,199
Direct Marketing 1996 197,631 51,575 3,835 --- 27,000 13,743
Group
D. W. Schroeder 1998 247,889 78,643 4,271 743,750 8,000 13,612
Vice President, 1997 226,385 132,944 5,431 --- 110,000 12,728
ISST Group 1996 190,558 75,804 4,214 --- 12,000 12,632
D.R. Hawke 1998 238,836 75,774 2,813 743,750 8,000 13,527
Vice President, 1997 210,828 123,809 5,583 --- 110,000 144,849 (7)
Graphics Group 1996 175,558 53,452 --- --- 12,000 26,076 (7)
F.M. Jaehnert 1998 185,309 54,870 5,685 --- 6,000 13,225
Vice President & 1997 135,659 70,495 --- --- 7,500 17,938 (8)
Chief Financial 1996 74,308 18,472 --- --- 3,000 69,305 (8)
Officer
</TABLE>
(1) Reflects bonus earned during fiscal year 1998 which was paid during the
next fiscal year.
(2) The amounts shown represent costs to the Company for expenses
associated with the use of a company car.
(3) Options issued in fiscal 1996 are adjusted for the 200% stock dividend
paid on December 15, 1995.
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(4) All other compensation for fiscal 1998 for Mrs. Hudson, and Messrs.
Fisk, Schroeder, Hawke and Jaehnert, respectively, includes: (i)
matching contributions to the Company's Profit Sharing and Employee
Thrift Plan for each named executive officer of $12,800 each and (ii)
the cost of group term life insurance for each named executive officer
of $4,669, $2,380, $812, $727 and $425, respectively.
All other compensation for fiscal 1997 for Mrs. Hudson, and Messrs.
Fisk, Schroeder, Hawke and Jaehnert, respectively, includes: (i)
matching contributions to the Company's Profit Sharing and Employee
Thrift Plan for each named executive officer of $12,000, $12,000,
$12,000, $12,000 and $11,946, respectively and (ii) the cost of group
term life insurance for each named executive officer of $2,674, $2,199,
$728, $647 and $324, respectively.
All other compensation for fiscal 1996 for Mrs. Hudson, Messrs. Fisk,
Schroeder, Hawke and Jaehnert, respectively, includes: (i) matching
contributions to the Company's Profit Sharing and Employee Thrift Plan
for each named executive officer of $12,000, $12,000, $12,000, $12,000
and $7,145 respectively and (ii) the cost of group term life insurance
for each named executive officer of $1,705, $1,743, $632, $570 and $81,
respectively.
(5) Fiscal 1998 includes club dues and estate planning fees of $61,963 and
$27,634 accrued, but not paid, for the current year's portion of a
Supplemental Executive Retirement Plan (SERP). Fiscal 1997 includes
$26,070 accrued, but not paid, for that year's portion of the SERP.
Fiscal 1996 includes relocation expenses of $3,112 and $24,595 accrued,
but not paid, for that year's portion of the SERP.
(6) Fiscal 1998 includes $200,000 accrued, but not paid, for the current
year's portion of a Supplemental Executive Retirement Plan (SERP).
(7) Fiscal 1997 includes $132,202 expatriation expenses related to Mr.
Hawke's Belgium assignment. Fiscal 1996 includes relocation expenses of
$1,743 and expatriation expenses of $11,764.
(8) Fiscal 1997 includes relocation expenses of $5,669. Fiscal 1996
includes relocation expenses of $62,079.
(9) In August 1997, the Company granted restricted stock awards of 50,000
shares to Mrs. Hudson and 25,000 shares each to Messrs. Fisk, Schroeder
and Hawke. These awards are valued at $29.7500/share, the closing price
for the Company's Class A Common Stock on the date of issue, in this
table. As of July 31, 1998, Mrs. Hudson held 50,000 shares and Messrs.
Fisk, Schroeder and Hawke held 25,000 shares each of restricted stock.
Using the closing price for the Company's Class A Common Stock on July
31, 1998, of $20.5000/share, Mrs. Hudson's holdings were valued at
$1,025,000 and the holdings of Messrs. Fisk, Schroeder and Hawke were
valued at $512,500 each. The restricted stock awards granted to Mrs.
Hudson and Mr. Fisk vest on August 1, 2002. The restricted stock awards
granted to Mr. Schroeder and Mr. Hawke vest 75% on August 1, 2002, with
the remaining 25% vesting on August 1, 2003. The executives have the
right to receive any cash dividends payable on these shares.
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SIGNATURES
Pursuant to the requirements 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 this twentieth day of November, 1998.
BRADY CORPORATION
By /s/ F. M. Jaehnert
------------------------------------
F. M. Jaehnert
Vice President & Chief Financial Officer
(Principal Accounting Officer)
(Principal Financial Officer)
