SECURITIES EXCHANGE COMMISSION
WASHINGTON, DC 20549
10-K
ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended Commission File No. 1-7215
December 31, 1996
PEERLESS TUBE COMPANY
New Jersey 22-1191280
(IRS Identification)
58-76 Locust Avenue
Bloomfield, New Jersey 07003
Telephone: 201-743-5100
Securities registered pursuant to section 12 (g) of the act:
Title of Class Exchange
Common stock $1.33-1/3 par value Over the counter (PLSU)
Indicate by a check mark whether the registrant (1) has filed all
reports required to be filed under Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter periods that the registrant was required to
file such report), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
On April 30, 1997, the aggregate market value of the voting
stock held by non affiliates of the Registrant was approximately
$924,000. The market value is based on the bid price of $ .3750
as of April 30, 1997. Over the last 52 weeks, actual trades of
relatively small amounts of the Company's shares of stock have
ranged in transaction price from $ .3750 - $ .6600.
The Hill, Thompson, Magi & Company became a 12% stockholder in
Peerless Tube Company during 1996.
Common Stock, Par Value $1.33-1/3
Outstanding at April 30, 1997 2,462,973 shares
Documents incorporated by reference:
Part I and II: Annual Report to Shareholders for the Year Ended
December 31, 1996.
Part III: Proxy Statement
<PAGE>
Table of Contents
Item Page
Part I. 1 Business 3
2 Properties 6
3 Legal Proceedings 7
4 Submission of Matters to a Vote
of Security Holders 7
Part II. 5 Market for the Registrant's Common
Stock and Related Stockholder Matters 9
6 Selected Financial Data 9
7 Management's Discussion and Analysis
of Financial Condition and Results of
Operations 9
8 Financial Statements and
Supplementary Data 10
9 Changes in and Disagreements with
Accountants on Accounting and Financial
Disclosure 10
Part III. 10 Directors and Executive Officers of the
Registrant 11*
11 Executive Compensation 11*
12 Security Ownership of Certain Beneficial
Owners and Management 11*
13 Certain Relationships and Related
Transactions 11*
Part IV. 14 Exhibits, Financial Statement
Schedules and Reports on Form 8-K 12
Signatures
*These items are omitted since the Registrant has simultaneously
filed with the Securities and Exchange Commission a definitive
Proxy Statement pursuant to Regulation 14A involving the election
of directors. Certain information relating to the Executive
Officers of the Registrant appears on page 8 and 11 of this
report.
<PAGE>
PART I.
ITEM 1: Business
The Company's primary product shipped in the United States is
Aluminum Aerosol pressurized cans. The market size is an
estimated 3.0 billion units. Major product groups include
personal products, household products, automotive and
industrials, paints and finishes, insect sprays, and food
products. Aluminum containers, as opposed to time plate,
historically comprise 10% of the aerosol market with personal
products and hair sprays comprising the largest segments
The "tube" industry is comprised of plastic, laminate, and metal
products. The major markets are pharmaceutical, dentifrice,
cosmetic, and personal care. It is estimated the annual tube
volume is 2.9 billion units. The metal tube market, which
represents the Company's segment of the market, has become a
smaller part of the overall sales mix of the Company. With the
closing of the Puerto Rico facility along with a market that is
not expected to grow, the Company continues to evaluate other
possibilities in the packaging market..
The Company does not fill any containers that it manufacturers.
The other product lines mentioned previously are of relatively
minor importance, are highly competitive and are sold to a small
number of specialty customers.
The Company competes in an industry that continues to be
extremely price competitive and quality conscious. However, the
Company has continued to offer a high quality product, meet
customer product demands, while at the same time being able to
meet customers' price demands. During 1996 the Company closed
its Puerto Rico facility as a result of a major customer changing
its packaging from an aluminum based product to a plastic based
product. The Company's continued focus on controlling its
operating costs, and the reduction in raw material costs helped
to offset the volume loss. (see note 2, of notes to the
Financial Statements).
The Company's sales for the years 1994-1996 were as follows:
<TABLE>
Sales 1994-1996
<S> <C> <C> <C>
Description 1996 1995 1994
___________ ___________
___________
Seamless aerosol cans $17,921,000 $19,627,000 $22,480,000
Collapsible metal tubes 5,175,000 9,739,000 9,965,000
Miscellaneous 520,000 427,000 640,000
___________ ___________ ___________
Total $23,616,000 $29,793,000 $33,085,000
___________ ___________ ___________
___________ ___________ ___________
</TABLE>
The Company supplies approximately 75-100 customers. As in
previous years the Company has focused on 10-20 major accounts.
The demand for the product is not seasonal although the months of
July and December have historically generated lower than average
monthly sales volume. In 1996, three customers accounted for 55%
(22%, 21% and 12%) of the Company's sales. The customer mix
reflects the loss of a major account in 1996 for a customer
representing more than 10% of the Company's consolidated sales.
In 1995, sales to four customers accounted for 68% (24%, 16%, 15%
and 13%) or the Company's sales. In 1994, sales to four
customers accounted for 61% (22%, 14%, 13% and 12%). The
Company's Management does not believe that the loss of this major
account will have an adverse effect, however, cost reductions
and operational changes have been implemented to offset the loss
in volume.
The current sales backlog of production orders and inventory on
hand is approximately $9.9 million which is less than last year.
This position can change rapidly as customers "release" new
orders or adjust desired quantities. The Company's production is
against firm orders and subject to firm and final pricing.
The Manufacturing Process
While production lines for aluminum aerosols and tubes can be
dissimilar, automatic production machinery and equipment perform
each of the following steps in a continuous process:
Extruding the can or tube;
1. Trimming the can or tube to its proper length;
2. Heating and cleaning the can or tube shell;
3. Coating or lining the interior and/or exterior of the shell;
4. Decorating and over lacquering the container;
5. Necking or forming the orifice or shoulders of the can or
tube;
6. Packaging the product.
Solid aluminum slugs are first fed through a hopper into an
impact extrusion press 250-400 tons pressure at impact point.
Then the containers, now recognizable as such, are fed by
conveyors, during which time a micrometer and other tests are
made periodically to check wall and bottom thickness, into a
trimmer that shears the side wall to correct length. After the
container shells have been trimmed, the containers are conveyed
through one or more ovens and washing tanks. Then they are fed
back onto a production line where they are spun on spindles or
other transfer devices, and sprayed with coats of the desired
internal resin liner. To "set" these resins for maximum
resistance to certain product corrosivity, the containers are
preheated and baked in an oven at very high temperatures (over
500 degrees F). A vinyl or epoxy-type base coat of the desired
color is then sprayed on the outside of the container. After going
through another drying oven, the containers are positioned for
lithography (of up to six colors) on an offset press and then
dried. If specifications call for a high degree of protection of
the container finish against possible marring by product spray or
drip, the containers are then given a coating with an external
clear lacquer, usually of the epoxy type. After final drying, a
"rolling" machine turns the neck inward or outward, so that the
lip touches the inside of the neck to form a continuous interior
circumferential bead leaving the mouth circular. In addition to
product compatibility discussed below, this necking process, plus
the seamless construction and the exceptionally high bursting
strength, gives the aerosol its chief selling appeal from a
technical standpoint; while the seamless construction combined
with the printing capability provides the aesthetic appeal and
marketability. The finished products, at a rate of up to 150 per
minute, are packed for shipment to the customer.
Though each container has the same physical characteristics, they
may differ widely as to "special features." Selection of
internal liners, lithographic print inks, base coat formulation
and external lacquers are all conditioned by the chemical
characteristics of product and propellant and how each reacts
with the other. Also acting to differentiate the containers of
one customer from those of another are the form of product
dispersal, the type of metal or plastic overcap, and possible
corrosive characteristics of the valve components intended for a
particular product. The Company obtains samples of all the
components after the custom filler or marketer has achieved
product and propellant compatibility, and parallel tests are
conducted to evolve the right liners and coatings to use so that
they fit the particular product. Frequently, the customer
changes his source of supply, and seemingly minor changes may
throw out all the formulation specifications.
Generally, base coatings are modified phenolics or epoxies (or
combinations of the two) with the modified epoxies predominating.
These formulations are chosen because they have good gloss and
hiding, are colorfast or marproof, are resistant to product drip
or spray, and may be printed on readily. In the case of initial
or redesign involving certain shadings, the base coat may not
remain as resistant without substantial testing. The only
"general" rule is that vinyl resins are usually so sensitive to a
propellant that generically they do not alone suffice.
Some of the external coating problems are ameliorated by the use
of aluminum, which has surface especially suited to receive
coatings. Aerosol cans contain 99.4% aluminum (or slightly less
than metal tubes to impart greater rigidity), and under a
microscope, the aluminum surface looks like a series of raw teeth
which readily pick up high quality coating and inks with good
hard adhesive qualities.
Segment Data
The Company has one segment of business which is the manufacture
of containers, either aluminum cans or tubes. All of its major
product lines are sold to the same marketer and/or manufacturing
industries for highly similar end uses. All products are
fabricated by the extrusion method of forming metal and many
customers are buying all product lines for sale to essentially
the same markets. The products are manufactured under the same
roof with overlapping labor forces and overhead, and on similar
machinery.
Raw Materials
The basic raw materials essential to the operation of the Company
are aluminum ingot, paint, ink and paper products for packaging
and shipping containers. All necessary supplies are readily
available. The Company has a supply agreement for aluminum slugs
that expires in the year 2000. The Company may terminate this
supply agreement upon thirty days written notice to the buyer
provided the buyer's selling price to the Company is not
competitive with market quotes obtained from at least three other
vendors for aluminum.
Environment
The Company is subject to federal, state, and local requirements
regulating the discharge of materials into the environment or
otherwise relating to the protection of the environment. It is
the Company's policy to comply with these requirements, and the
Company believes that as a general matter its policies, practices
and procedures are properly designed to prevent unreasonable risk
of environmental damage, and of resulting financial liability, in
connection with its business. Some risk of environmental damage
is, however, inherent in particular operations and products of
the Company, as is the case with other companies engaged in
similar businesses.
The Company is and has been engaged in handling, manufacturing,
use or disposal of several substances, which are classified, as
hazardous or toxic by one or more regulatory agencies. The
Company believes that its handling, manufacture, use and disposal
of such substances have generally been in accord with
environmental law and regulations. It is possible, however, that
future knowledge or other developments, such as improved
capability to detect such substances in the environment,
increasingly strict environmental laws and standards and
enforcement policies thereunder, could bring into question the
Company's handling, manufacture, use, or disposal of such
substances.
Employees
The Company presently employs approximately 190 people. This is
a reduction of approximately 100 people as result of the closing
of the Puerto Rico facility. The Company is a non-union shop and
management's relationship with its employees is considered
excellent.
ITEM 2: Properties
The Company now operates one plant in Bloomfield, New Jersey.
The Puerto Rico facility was closed November 1, 1996 as a result
of a major customer based in Puerto Rico, changing its packaging
requirements from an aluminum based material to one of plastic
requirements. The gain on the termination on the sale lease-back
agreement was $1,555,000. (see note 10, of notes to the
Financial Statements).
The land, building, and equipment in Bloomfield, New Jersey are
pledged as collateral under various loan agreements with the
Company's secured working capital lender, which has a security
interest in substantially all the Company's assets.
The executive, administrative, marketing and engineering offices
and the manufacturing facility for the aerosol containers and
warehouse are contained in three buildings with a total of
261,000 square feet in Bloomfield, New Jersey. There is adequate
space to expand the operations at the Bloomfield facility..
ITEM 3: Legal Proceedings
The Company is as defendant in several lawsuits arising in the
normal course of business. The Company believes these suits are
without merit and is vigorously defending its position in each
suit. Counsel for the Company cannot offer an opinion as to the
probable outcome of such cases.
ITEM 4: Submission of Matters to a Vote of Security Holders
The shareholders at the June 23, 1997 annual meeting will be
asked to elect the Board of Directors and ratify the Company's
independent auditors.
Executive Officers of the Registrant:
<TABLE>
Officer
Name, Position Since Age Business Background
____________________ _______ ___ _______________________________________
<S> <C> <C> <C>
Frederic Remington
Chairman of the Board,
Chief Executive Officer 1965 67 Elected to the Board of Directors in 1965.
Joined the Company in 1950 after attending Temple
University and New Jersey Institute of Technology, formerly
Newark College of Engineering. Vice President,
Operations in 1968, Vice President, Engineering in 1977, Senior
Vice President, Engineering in 1986 and Chairman of the
Board and Chief Executive Officer in 1989.
Richard W. Potts
President and
Director 1970 60 Elected to the Board of Directors in 1970. Bachelor of
Science degree from Rensselaer Polytechnic Institute and a
Master's Degree from Newark College of Engineering (NJIT).
Joined the Company in 1963. Vice President, Manufacturing
since 1968. Senior Vice President, Production in 1986. President and Chief
Operating Officer in 1989. Member of the Executive Committee of the Board.
George J. Blumenschien
Vice President, Finance 1996 55 Joined the Company in January 1991. Bachelor of Science
from Rutgers University and MBA in Finance.
1974-1978 Manager of Cost and Budgets/Assistant
Controller, Lesney Product "MATCHBOX TOYS", 1979-1990
Director of Cost & Budget, Controller U.S. Division and
European Division, Brand Rex Corporation.
Christopher C. H. Graber
Vice President, Operations 1993 54 Joined the Company in September 1993. Degree in Electrical
engineering from University of Rochester. MBA, Finance
from the Wharton Graduate Division of the University of
Pennsylvania. 1965-1970 Lieutenant US Navy. 1973-1975
Ford Motor Company. 1975-1978 Dictaphone Corporation. 1978-1982
Business Group Manager Kollmorgen Corporation. 1983-1991 Vice President
Operations, KDI Triangle Electronics.
1991-1992 President Axel Electronics.
Ann Gaccione
Corporate Secretary 1992 59 Joined the Company in 1978. Secretary, 1978-1988; assistant
corporate secretary, 1989-1991; and executive
secretary and administrative assistant to the Chairman of the Board, 1989 to
present.
</TABLE>
<PAGE>
PART II
ITEM 5: Market for the Registrant's Common Stock and Related
Security Holder Matters
Until March 3, 1995, the Company's Common Stock had been traded
on the American Stock Exchange (AMEX), symbol PLS. The Company consented to the
removal of its common stock from the AMEX, as the Company did not satisfy all
the financial guidelines for continued listing. A market for its Common Stock
has developed on the Bulletin board over-the counter market, symbol PLSU. In
1997 and 1996, there has been a relatively small number of trades.
The range of the high and low common stock sale's prices as reported by the NASD
bulletin board over the counter for each of the quarters for the years ended
December 31, 1996, 1995, and 1994 are listed as follows:
<TABLE>
<S> <C> <C> <C>
Quarter 1996 1995 1994
1 $0.375 $0.750 $1.500
$0.440 $0.312 $1.000
2 $0.440 $0.625 $1.000
$0.440 $0.125 $0.250
3 $0.625 $1.031 $0.562
$0.500 $0.500 $0.375
4 $0.660 $0.500 $0.750
$0.375 $0.375 $0.375
</TABLE>
There were no stock or cash dividends declared or paid since
1989. Under the Company's loan agreement, the Company is restricted from the
payment of dividends.
The approximate number of record holders of the Company's Common Stock, at
December 31, 1996, was 1,200.
ITEM 6: Selected Financial Data
The information included under the caption "Selected Financial
Data Five Years Ended December 31, 1996" at page 13, management section, of the
Company's 1996 Annual Report to shareholders is incorporated herein by
reference.
ITEM 7: Management's Discussion and Analysis of Financial
Condition and Results
of Operations "Management's Discussion and Analysis" at pages 4-12,
management section, of the Company's 1996 Annual Report to Shareholders is
incorporated herein by reference.
ITEM 8: Financial Statements and Supplementary Data
The Company's consolidated financial statements, together with the reports
therein of Goldstein Golub Kessler & Company, P.C. dated March 19, 1997
appearing on pages 2-14, auditor's section, of the Company's 1996 Annual
Report to shareholders, are incorporated herein by reference. With the
exception of the aforementioned information and the information incorporated
by reference in items 1, 2, 6, 7 and 13, auditor's section, of the Company's
1996 Annual Report to Shareholders is not deemed filed as part of the Form
10-K Annual Report.
ITEM 9: Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
There were no disagreements on any auditing , accounting or financial
disclosure in 1996.
<PAGE>
Part III.
ITEM 10: Directors and Executive Officers of the Registrant
Information, relating to the directors of the Registrant, as well as information
relating to compliance with section 16(a) of the Securities Exchange Act of
1934 is contained in a definitive Proxy statement primarily involving election
of directors and appointment of independent accountants. The Registrant is
simultaneously filing this document with the Securities and Exchange Commission
pursuant to Regulation 14a, and such information is incorporated by reference.
Certain other information relating to the Executive Officers of the Registrant
appears at pages 8 and 11 of this Form 10-K Annual Report.
ITEM 11: Executive Compensation
Information relating to executive compensation is also contained in the Proxy
statement referred to above in "Item 10: Directors and Executive Officers of the
Registrant," and such information is incorporated by reference.
ITEM 12: Security Ownership of Certain Beneficial Owners and
Management
Information relating to security ownership of certain beneficial owners and
management is also contained in the Proxy statement referred to above in "Item
10: Directors and Executive Officers of the Registrant," and such information is
incorporated by reference.
ITEM 13: Certain Relationships and Related Transactions
Information relating to certain relationships and related transactions can be
found in Note 15 to the consolidated financial statements on page 13,
management section, of the Company's 1996 Annual Report to stockholders and
incorporated herein by reference.
ITEM 14: Exhibits, Financial Statement Schedules and Reports on
Form 8-K
The following documents are filed as part of this report:
Form 10-K Annual
Annual Report to
Description Report Page Shareholders
(1) Consolidated Financial Statements*:
a.) Report of Independent Auditors 1
Consolidated Balance Sheets as
of December 31, 1996 and 1995 2
Consolidated Statements of
Operations and Accumulated
Deficit For the Years Ended
December 31, 1996, 1995, and 1994 3
Consolidated Statements of Cash Flows
for the Years Ended
December 31, 1996, 1995 and 1994 4
Notes to the Consolidated Financial
Statements
(2) Consolidated Financial Statement Schedules: 5-14
None Required
b.) No reports on Form 8-K were filed during
the last quarter covered by this report.
c.) All other documents have been filed and are incorporated by reference.
*The consolidated financial statement schedules should be read in conjunction
with the Consolidated Financial Statements incorporated by reference in Item 8
of the Form 10-K Annual Report. Schedules other than those listed above have
been omitted because of the absence of the conditions under which they are
required or because information required is shown in the consolidated financial
statements or the notes thereto.
<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 in its behalf by the undersigned thereunto duly authorized.
PEERLESS TUBE COMPANY
Registrant
By:
/s/Frederic Remington, Jr.
_____________________________
Frederic Remington, Jr.
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on behalf of the Registrant and in the
capacities and on the dates indicated below.
/s/Frederic Remington, Jr. /s/Richard W. Potts
_______________________________ ________________________________
Frederic Remington, Jr. Richard W. Potts
Chairman of the Board and President and Director
Chief Executive Officer
/s/Louis A. Solomon /s/S. Jervis Brinton, Jr.
________________________________ ________________________________
Louis A. Solomon S. Jervis Brinton, Jr.
Director Director
/s/Frank Leo /s/Leonard Felzenberg
________________________________ ________________________________
Frank Leo Leonard Felzenberg
Director Director
/s/Frank McDermott /s/John Remington
________________________________ _______________________________
Frank McDermott John Remington
Director Director
<PAGE>
1996
Annual Report to Stockholders
PEERLESS TUBE COMPANY, a publicly owned corporation, manufactures
collapsible metal tubes and seamless extruded aluminum aerosol containers
for the pharmaceutical, drug, cosmetic, toiletries, and house hold
product industries. The manufacturing facility is located in
Bloomfield, New Jersey.
FINANCIAL HIGHLIGHTS
YEAR ENDED DECEMBER 31, 1996
(Unaudited)
<TABLE>
<S> <C> <C> <C>
1996 1995 1994
__________ __________ __________
Net Sales $23,616,00 $29,793,00 $33,085,00
Net Income (Loss) $766,000 ($1,775,000) ($604,000)
Average number of Shares
outstanding 2,463,000 2,463,000 2,463,000
Net (loss) income per
share $0.31 ($0.72) ($0.25)
Cash/stock dividends None None None
Working Capital ($225,000) $31,000 $888,000
Book value per outstanding
share of common stock $1.63 $1.32 $1.86
</TABLE>
<PAGE>
Contents
Management Section:
Letter to Shareholders 3
Management's Discussion and Analysis 4-11
Selected Financial Data 12
Auditor Section:
Reports of Independent Auditor 1
Consolidated Balance Sheet 2
Consolidated Statement of Operations
of Accumulated Deficit 3
Consolidated Statements of Cash Flows 4
Notes to Consolidated Financial Statements 5-14
<PAGE>
1996 was a difficult year for the Company's operations and financial
performance. The Company's sales decreased $6,177,000 or 21% from the
previous year. In March 1996, the Company lost one of its largest
accounts, primarily due to price consideration in an industry that has
suffered significant gross margin erosion. Also, in November 1996,
Peerless closed its Puerto Rico facility as a result of a major account
changing its packaging requirements from aluminum tubes to laminate
tubes. However, the loss in sales volume was offset by decreased
aluminum prices, which were an average of 22% lower than 1995 and the
Company's continued success in reducing its operating costs.
There were many positive operational and financial improvements and
successes during 1996. These included:
1. The Company's staffing levels are at historic lows, while still
increasing production efficiencies.
2. Cost reduction and process improvement are favorable, affecting
operations, and will continue to do so in the future.
3. Total quality management efforts continue to encourage change and
improvement.
4. An aggressive policy toward the purchase of aluminum has resulted
in reducing purchase cost.
In the coming year the Company must continue its efforts to increase its
share of the aerosol market. Price will continue to be a very important
factor, but I am confident that as Peerless continues to improve and
reduce its operating costs, the Company will remain competitive. As we
go forward and meet the challenges of today's markets, the Company must
raise additional capital to meet its business objectives. Our return to
profitability will be gradual. We must achieve our immediate goals.
Once this has been accomplished, we can pursue the Company's long term
goals of new equipment and new product lines. We look forward to your
continued support.
Sincerely,
/s/Frederic Remington, Jr.
------------------------------------
Frederic Remington, Jr.
Chairman and Chief Executive Officer
<PAGE>
BUSINESS AND FINANCIAL RESTRUCTURE
In 1996, the Company's operations were adversely impacted by the loss of
a major account in March 1996, and the closing of the Puerto Rico
facility. This has resulted in a decrease in net sales of 21%. In the
coming year the Company is forecasting sales below the 1996 level.
However, with the consolidation of plant assets, aggressive purchasing of
aluminum, and actions currently being taken to maximize operating
performance, this will provide the necessary working capital to help
minimize the effects of financial losses and create the opportunity to
continue as a major packaging supplier in the aluminum aerosol
industry.
The Company's long-term success largely depend on its ability to procure
new equipment to replace older equipment that is limited in its
production capabilities. The benefit of the purchase of new equipment is
not only the "payback" on the equipment purchased, but the incremental
benefits to existing operations. Such benefits include increased
productivity on existing high speed equipment since the significant time
changing the equipment for various product diameter sizes would be
reduced. Also, continuing to improve operating efficiencies from better
process procedures will create additional capacity and profitability.
The Company had Net Income of $766,000 as a result of the termination of
the sale/leaseback agreement as of November 1, 1996. The remaining
production requirements of this facility will be met by utilizing the
excess capacity at the Bloomfield, New Jersey facility.
The Company continues to implement its strategies. However, it must
continue to insure that the following takes place:
1. Continued support from the Company's secured lender.
2. Replacement of lost volume due to the closing of the Puerto Rico
facility and the loss of a major customer in 1996. (The Company has
already added key personnel to both the sales and marketing departments
that should help offset the volume loss).
Sales
Net sales for the year ended December 31, 1996 decreased $6,177,000 or
21% on sales of $ 23,616,000 when compared to 1995 net sales of
29,793,000. Aerosol volume for 1996 was $17,921,000 as compared with
sales for 1995 of $19,627,000 or a decrease of 9%. Aluminum Tube sales
for 1996 was $5,175,000 as compared with 1995 tube sales of $9,739,000
or a decrease of 47%. Miscellaneous sales for 1996 totaled $520,000
as compared to 1995 of $427,000. The decrease in 1996 vs. 1995 for
both aerosols and tube sales was due almost entirely to the loss of a
major account in March 1996 and the closing of the tube facility in
Puerto Rico.
In 1996, the Company's sales to three customers accounted for 55% (22%,
21%, and 12%) of the Company's total sales. In 1995, four customers
accounted for 68% (24%, 16%, 15% and 13%) of the Company's sales. (See
note 14, of notes to the Financial Statements).
The overall aerosol market continues to make packaging decisions for new
product introduction between those that favor aluminum containers as to
compatibility with environmentally acceptable formulations, and
alternatives that are less expensive. Aggressive marketing of the
products that are "alcohol free" also helps counter some consumer
perception that aerosols are harmful to the ozone layer. The Company
hopes to attract new sales as it works with industry and public relation
groups to dispel this perception. While the industry forecasts growth,
excess industry capacity may slow this growth, and will be slow in
coming.
The Company's sales of aluminum aerosols are approximately 76% of the
1996 sales as compared to 69% in 1995. This mix change is a result of
the loss of a major customer in 1996, the closing of the Puerto Rico
facility in 1996 and most importantly the increased consumer demand for
plastic tubes opposed to aluminum tubes.
Gross Margin Trends And Discussion
The gross profit for the year ended December 31, 1996 and December 31,
1995 was $2,115,000 or 9% of sales and $1,462,000 or 5% of sales
respectively. The increase in gross margin is primarily due to the
decrease in aluminum prices during 1996. In general, a large part of the
Company's costs are "fixed" rather than variable. While the Company has
been successful in reducing costs, with the forecasted reduction in sales
in 1997, it must continue to successfully leverage its machine hours in
order to be profitable. However, an increase level of sales is also
required.
Management believes it can continue to improve its gross margins in 1997
beyond what was achieved in 1996. However, the overall improvement in
gross margin and operating results is expected to be gradual. The
Company's management continues to make gains operationally because of the
favorable price of aluminum, labor reductions and operational improvements.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the year ended December
31, 1996 were $2,528,000 or 11% of sales as compared to December 1995
SG&A of $2,825,000 or 9.5%. Selling, general and administrative expense
increased in 1996 in relation to sales because of the loss of a major
account in 1996 and the closing of the Puerto Rico facility November
1996.
Interest Expense, and Other Income, Net
Interest expense for the year ended December 31, 1996 was approximately
$607,000 as compared to $816,000 in 1995. In 1996 interest decreased
approximately $209,000, as compared to 1995, because of the decrease in
the prime rate and lower average borrowing.
Other income for the year ended December 31, 1996 was $1,786,000 as
compared to $754,000 for the year ended December 31, 1995. The increase
was attributable to the gain on the termination of the Sale Lease Back
agreement of $1,555,000.(see note 10, of notes to the Financial
Statements). Other income for 1996 and 1995 was also realized from the
sale of substantially depreciated production lines not needed for current
operations.
Liquidity and Capital Resource
The Company had a negative working capital of ($225,000) at December 31,
1996. This was approximately a $256,000 decrease from the working
capital of $31,000 at December 31, 1995. While many factors
effect the components of working capital, the primary reason for the
decrease in working capital relates to the Company's continuing losses.
Net cash at December 31, 1996 was $227,000 or a decrease of $433,000
when compared to the same time period in 1995. The decrease in cash in
1996 was primarily related to the Company's repayment of debt.
However, the Company was provided with cash of $70,000 from the sale of
certain obsolete production equipment an additional proceeds of $329,000
was realized form the termination of the sale/leaseback.
The debt-equity- ratio at December 31, 1996 was 1.5:1 compared to
3.7:1 at December 31, 1995.
The Company has a working capital loan of up $4,000,000 secured by the
Company's account receivable and inventories. As of December 31, 1996
the Company had cash and cash equivalents of approximately $227,000 and
an availability under the line of credit of approximately another $600,000.
Management must continue to monitor its cash resources very closely.
Operational improvements, favorable aluminum pricing in the market, and
an aggressive marketing approach will be required in 1997 in order to
improve cash management.
Sales
Overall sales decreased for the year ended December 31, 1995
approximately $3,292,000 or 10% from the previous year, as a result of an
industry decrease in sales utilizing the Company's products. This is a
continuation of trend as sales in 1995 compared to 1994 had also
decreased by approximately 3%. Aerosol volume decreased $2,853,000 or
12.7% from 1994 as industry sales particularly to major accounts was
depressed, partly because of resistance to higher sales prices
necessitated by higher raw material costs. Collapsible metal tube sales
decreased by $226,000, or 2.3%, from the previous year. This decrease
was primarily due to lower sales at a major account of a "new" product
first introduced in 1995. The overall decrease in volume is more
significant on a unit basis which was 14% lower overall with a 19%
reduction in aerosol business and a 7% reduction in collapsible metal
tubes.
In 1995, the Company's sales to its four largest customers accounted for
nearly 60% of the decrease of the dollar volume in sales and 66% of the
unit volume. This volume to the Company's larger customers is related to
their requirements and marketing success. The Company did lose sales
volume from several mid-size and smaller accounts, including several
marginally profitable accounts for a variety of reasons including
price.
The overall aerosol market continues to make packaging decisions for new
product introductions between those that favor aluminum containers as to
compatibility with environmentally acceptable formulations, and
alternatives that are less expensive. The industry increase in aerosol
sales for new products has partially offset the general business and
industry trend of "just-in-time" inventory and other inventory
adjustments by marketers in the cosmetic industry which is contrary to
the optimal efficiencies of the Company's high-speed production lines.
Aggressive marketing of the newly formulated products that are "alcohol
free" also helps counter the lingering consumer perception that aerosols
are harmful to the ozone layer. The Company continues to work with
industry and public relations groups to dispel this perception. The
Company hopes to continue to attract new sales because of these same
environmental trends and concerns. While the industry continues to
forecast growth, recent increases in the cost of aluminum, which is the
primary raw material used, and excess industry capacity may slow this
growth for peerless and the overall industry.
In 1995, the Company bid on several long-term contracts with its major
customers. In 1996, the Company learned that it had retained one account
and had lost another. In both cases, the selling prices had been reduced
to recognize the competitiveness in the market due to over capacity and
volume considerations. It is unclear as to whether similar price
concessions will be necessary to retain or attract other customers, as
the industry adjusts to changing demands caused by several large
accounts. At the current sales order input rate, sales for 1996 are
currently expected to be below those levels obtained last year:
however, activity at the Company's larger accounts will ultimately
determine the 1996 sales level. The $4,500,000 current backlog of production
orders and finished goods inventory, which can rapidly change as
customers "release" new orders or adjust desired quantities, is 30-50% less
than the comparable backlog in 1995.
The Company's sales for aluminum aerosols accounted for approximately 69%
of 1995 sales compared to 68% in 1994.
Gross Margin Trends And Discussion
The gross profit for the year ended December 31, 1995 and December 31,
1994, was $1,462,000, or 5% of sales, and $2,988,000, or 9% of sales,
respectively. The decline in gross margin on a year-to-date basis is
primarily due to the decreases in sales volume and the Company's
inability to raise selling prices sufficiently to offset the
higher acquisition cost of aluminum. As a percentage of net sales, the
Company's overall material costs increased to 40-45% of net sales
from approximately 30-35%. This caused a decline in margin that was
consistent with industry wide trends. The decline in gross
margin was offset by certain operating improvements and cost containment
measures. In addition to reductions of running levels and certain costs
throughout the year, certain favorable adjustments to worker's compensation,
real estate taxes were made in the 4th quarter that improved the
margin for the quarter. Operating improvements, although not readily
apparent when viewed against the increases in raw material costs and decreases
in sales volume and related adverse effect of fixed costs, did benefit the
year ended December 31, 1995. The Company's gross margins are very
sensitive to volume, overall efficiencies, and other such items as holiday
maintenance shutdowns, product mix, and numerous other items. In general,
most of the Company's costs, excluding material, are more
"fixed" than variable. Although efforts have been successful in
reducing these costs, the Company relies on achieving sufficient leverage
of its machine hours to be profitable.
Again, the Company's gross margin is very volume sensitive. The decrease
in sales of items manufactured in Bloomfield, NJ reduced the Company's
opportunity to cover fixed costs. Further cost reductions will help in
this regard, but a base level of sales will always be required. The
current backlog of orders, especially factoring in the loss of one of the
Company's major accounts, is not currently adequate to meet these costs
at a profit, but management is hopeful that gross margin will be
sufficient to meet cash requirements until sales improve.
Individual major components of the cost of goods sold except for material
costs as a percentage of sales remain largely unchanged to lower for the
year ended December 31, 1995 compared to 1994. Labor costs in both
dollars and percentage of sales was lower in 1995 compared to 1994.
Labor and related benefits were approximately $1,493,000 lower than 1994.
Other operating costs as a percentage of net sales also were lower in
1995 compared to 1994. Utilities, although lower in absolute dollars,
remained constant as rate and demand factors offset lower consumption.
Repair and maintenance was approximately $162,000 lower in 1995 compared
to 1994, as fewer production lines were utilized in 1995. Real estate
taxes were $168,000 lower as the Company was successful in an appeal to
lower the tax base of its property. A portion of this reduction related
to prior year tax bills. The Company continues to incur costs associated
with bringing its operations in full compliance with the Occupational
Health and Safety Act (OSHA). In 1995 and 1994, these costs were
$215,000 and $361,000, respectively. Such charges have moderated in
recent years as items that needed attention are now corrected.
In future periods, management, encouraged by modest improvements in gross
profit margins obtained prior to 1995 when aluminum prices escalated,
believes it can again improve the Company's gross margins after the
completion of its plant consolidation. Management fully recognizes the
limitations placed on such improvement especially considering the
competitive nature of the industry and its effect on sales prices
particularly in a rising aluminum market, declining sales volume,
and the high fixed cost environment in which the Company operates. In
addition, the labor rates and utility rates in New Jersey are much higher than
other areas of the country. Nonetheless, the Company plans to
aggressively continue its cost reduction and process improvement and
expects that any gross margin improvement will be gradual especially
given the need to replace the sales volume from a lost account.The
Company continues to pursue the acquisition of new capital equipment or
product diversification, which would enhance the Company's operating
efficiencies and gross margins, but has limited access to the
capital and debt markets that likely would be necessary to finance such a
transaction. This strategic action may be important to the long-term
success of the Company.
Selling, general and administrative expenses
Selling, general and administrative expenses for the year ended, December
31, 1995 were approximately $2,825,000 compared to $3,042,000 in 1994.
The decrease of $217,000 or 7.1% compared to the same period last year
was due to a number of factors primarily related to reductions in head
count. Although these costs tend to be "fixed" in nature, management
expects to see further reductions in future periods.
More specifically, a reconciliation of the 1995 decrease in selling,
general, and administrative expenses is as follows:
SG&A Changes 1995 v. 1994
Decrease in payroll and payroll
related expense $176,000
All other decreases, net 41,000
--------
Total decrease $217,000
--------
% decrease 7.1%
The year ended December 31, 1995 also included a favorable pension
related benefit of approximately $9,000 compared to $160,000 in 1994.
This adjustment was made in accordance with Statement of Financial
Statement Accounting Standards No. 87, "Employers Accounting For
Pensions." Selling, general and administrative expenses in 1995 also
included a $55,000 credit to the Company's post retirement benefit due to
actuarial adjustments to this liability recorded under FASB Statement of
Financial Accounting Standards No. 106, Employers' Accounting for Post
Retirement Benefits Other Than Pensions ("OPEB"), adopted in 1992. In
1994, there was a $23,000 charge to this benefit. In 1995, the Company
also started a 401K plan for its employees. The administrative expenses
and Company contribution related to this plan in 1995 was approximately
$40,000.
As a percentage of sales, the total selling, general and
administrative costs were approximately 9.5% and 9.2% of sales for the
respective years ended December 31, 1995 and 1994.
Interest Expense, Impairment Loss, and Other Income, Net
Interest expense for the year ended December 31, 1995 was approximately
$816,000 compared to $894,000 in 1994. In 1995, the interest decreased
approximately $78,000, compared to 1994, because of decreases to the
prime rate and lower average borrowing.
Other income for the year ended December 31, 1995 was approximately
$754,000 compared to $344,000 in 1994. In 1995, this primarily
represents the gain on sale of substantially depreciated production lines
not needed for current operations and other miscellaneous items. In
1994, this primarily represents the gain on sale of a substantially
depreciated production line not needed for current operations.
The Company also recorded an impairment loss in the amount of
$350,000 to reflect the reduction in value of the assets held for sale from
their original carrying amounts.
At present, the Company's results have not been significantly
impacted by inflation other than through rising operating costs, which have
not been offset by increases to the Company's sales prices. As discussed
earlier, the 1995 market prices of aluminum were 45-70% above the
Company's 1994 average cost for aluminum purchased. Although these market
prices have moderated, should they increase the Company will be unable to
adequately increase its sales prices which would result in lower gross
margins.
Sales
Overall sales decreased for the year ended December 31, 1994
approximately $908,000 or 2.7%, from the previous year, as a
result of decrease in sales of the Company's aerosol products. Collapsible
metal tube sales increased by $795,000, or 8.6%, from the previous
year. This increase was primarily due to a new product introduced by a major
account and a 36% resurgence in metal tube sales to another Company's
major customers. This customer's business was slow in 1993 due to a
new product introduction by a competitor. Sales to mid-size and
small tube accounts were lower than in 1993.
In 1994, the Company's sales for aerosol containers decreased
approximately $1,907,000 or 7.8% from the previous year (1993),
which had increased approximately 17%, or $3,553,000 from 1992 levels. The
aerosol sales decrease in 1994 was caused due to volume lost to a new
competitor, and a leveling off of unit sales in the North American market
after a record 1993. Sales to the Company's larger accounts were
substantially ahead of last year (29%); however, the Company has lost sales
volume form several mid-size and smaller accounts, including several
marginally profitable accounts for a variety of reasons. In addition, the
Company lost certain sales opportunities in the first quarter of 1994 due
to production efficiencies being lower than plan due to several
factors not expected to recur.
The Company ended 1994 with a $8,000,000 backlog of production
orders and finished goods inventory, which can rapidly change as customers
"release" new orders or adjust desired quantities, which was 25-30% less
than the comparable backlog at year end 1993.
The Company's sales for Aluminum aerosols accounted for
approximately 68% of the sales compared to 70% in 1993. There have been no
significant changes in diameter, size, or mix.
Gross Margin Trends and Discussion
The Gross Profit for the year ended December 31, 1994 and
December 31, 1993, was $2,988,000 or 9% of sales, and $2,703,000, or 8% of
sales, respectively. The improvement in gross margin on a year-to-date
basis is primarily due to certain operating improvements and cost
containment measures. This improvement is more significant when viewed
against the decreases in sales volume and related adverse effect of fixed
costs, as well as certain non-recurring production inefficiencies in the
first quarter. After absorbing the impact of certain fixed costs which
were not totally eliminated by the Company's sale of plastic
operations in 1992, the Company's gross margins gradually have improved;
however, gross margins are very sensitive to volume, overall efficiencies, and
other such items as holiday maintenance shutdowns, product mix, and
numerous other items. In general, most of the Company's costs, excluding
material, are more "fixed" than variable. Although efforts have
been successful in reducing theses costs, the Company relies on
achieving sufficient leverage of its machine hours to be profitable. These
trends have offset increases to labor, material and operating costs. In
1994, for example, a discount related to aluminum slugs, or disk
purchases is no longer applicable; this loss of discount equates to
approximately 1 1/5% of loss of gross margin. There were other increases in the
cost of goods sold and manufacturing spending, which, although not
significant individually, become more important at the current level of sales
volume. Individual shift and departmental production periodically
achieved record levels, and process improvements continue with an emphasis on
training. In recent years, continuing improvement efforts largely have been
at the Company's Bloomfield, New Jersey operations; however, the
Company's Puerto Rico subsidiary also showed significant progress in 1994.
For the year ended December 31, 1993, this entity reported a net loss of
approximately $700,000 compared to a small profit in 1994. This
improvement was largely caused by increased volume; however,
improvement in operating efficiencies also were obtained.
Again, the Company's gross margin is very volume sensitive. The
1994 decrease in sales of aerosols manufactured in Bloomfield, NJ
denied the Company an opportunity to cover fixed costs. Further cost
reductions will help in this regard, but a base level of sales will always
be required.
Individual components of the cost of goods sold except for
material costs remain largely unchanged to lower for the year ended December 31,
1994 compared to 1993. Due to favorable purchases of inventory in
1994, the rise in acquisition cost for aluminum was approximately 7%
compared to much higher market prices. Labor costs in both dollars and
percentage of sales was lower in 1994 to 1993. Labor and related benefits were
approximately $483,000 lower than 1993. Repair and maintenance
was approximately $418,000 lower in 1994 as major repairs had been
attended to in previous years. In 1994 and 1993, the Company incurred
approximately $361,000 and $414,000, respectively in costs
associated with bringing its operations in full compliance with the
Occupational Health and Safety Act (OSHA). Such charges increased due to new
requirements, as well as correcting existing items that needed
attention.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the year ended
December 31, 1994 were approximately $3,042,000 compared to $3,209,000 in
1993. The decease of $167,000 or 5.2% compared to the same period last
year was due to a number of factors. These costs tend to be "fixed" in
nature.
The year ended December 31, 1994 also included a favorable
pension related benefit of approximately $53,000 compared to $35,000 in
1993. This adjustment, including similar credits included in cost of
sales in 1994 ($107,000) and 1993 ($67,000), was made in accordance with
Statement of Financial Statement Accounting Standards No. 87, "Employers
Accounting for Pensions." Selling, general and administrative expenses in
1994 also included a $25,000 charge to the Company's post retirement
benefit due to actuarial adjustments to this liability recorded under FASB
Statement of Financial Accounting Standards No. 106, "Employers' Accounting
for Past Retirement Benefits Other Than Pensions ("OPEB"), adopted in
1992. In 1993, there was a $44,000 reduction to this benefit.
As a percentage of sales, the total selling, general and
administrative costs were approximately 9% of sales for the respective years
ended December 31, 1994, and 1993.
Interest Expense and Other Income, Net
Interest expense for the year ended December 31, 1994 was
approximately $894,000 compared to $817,000 in 1993. In 1994, the interest
increased approximately $77,000, compared to 1993, because of increases to
the prime rate.
Other income for the year ended December 31, 1994 was
approximately $344,000 compared to $203,000 in 1993. In 1994, this primarily
represents the gain on sale of a substantially depreciated
production line not needed for current operations.
At present, the Company's results have not been significantly
impacted by inflation other than through rising operating costs, which have
not been offset by increases to the Company's sales prices.
<PAGE>
Peerless Tube Company
Selected Financial Data
Five Years Ended December 31,
<TABLE>
1996 1995 1994 1993 1992
___________ __________ ___________ __________ ___________
<S> <C> <C> <C> <C> <C>
Net Sales $23,616,000 $29,793,000 $33,085,000 $33,993,000 $31,272,000
Net income (loss) $766,000 ($1,775,000) ($604,000)($1,120,000) $3,154,000
Average number of
shares outstanding 2,462,973 2,462,973 2,462,973 2,462,973 2,462,973
Net income (loss)
per share $0.31 ($0.72) ($0.25) ($0.45) $1.28
Cash dividends declared $0 $0 $0 $0 $0
Working Capital
(deficit) ($225,000) $31,000 $888,000 $879,000 $3,095,000
Current ratio (1.0) 1.0 1.1 1.1 1.3
Property, plant and
equipment - at cost $19,638,000 $24,490,000 $28,343,000 $27,985,000 $28,024,000
Accumulated
depreciation $15,514,000 $16,407,000 $18,879,000 $17,987,000 $16,843,000
Property, plant
and equipment - net $4,124,000 $8,083,000 $9,464,000 $9,998,000 $11,181,000
Total Assets $10,030,000 $15,443,000 $17,500,000 $18,533,000 $23,399,000
Long-term debt $484,000 $4,009,000 $4,287,000 $3,852,000 $5,375,000
Total debt $6,002,000 $12,181,000 $12,927,000 $13,252,000 $17,296,000
Stockholders Equity $4,028,000 $3,262,000 $4,573,000 $5,281,000 $6,103,000
Debt to equity ratio 1.5 3.7 2.8 2.5 2.8
</TABLE>
* For the year ended December 31, 1996, the net income includes a
recognized gain of $1,555,000, net of Puerto Rico capital gains
tax, in connection with the termination of the sale leaseback of the
Puerto Rico facility.
<PAGE>
Board of Directors and Management
Directors
- ---------
Remington, Frederic Chairman and Chief Executive
Potts, Richard W. President
Remington, John F. Midwest Sales Manager
National Accounts
Brinton, S. Jervis Financial Planner and Consultant
Leo, Frank M. Real Estate Developer
McDermott, Frank X. Attorney at Law
Solomon, A. Louis Consultant
Felzenbery, Leonard Attorney at Law
Officers and Management
- -----------------------
Remington, Frederic Chairman and Chief Executive
Potts, Richard W. President
Graber, C.H. Christopher V.P., Operations
Blumenschein, George J. V.P., Finance and Treasure
Gaccione, Ann Corporate Secretary
Remington, John F. Midwest Sales Manager
National Accounts
Clark, Marilyn Sales and Service
Grant, Patrick D. National Sales Manager
Aerosols
Eisman, Dennis Purchasing Manager
Maloney, Francis Plant Manager
Salayko, Edward Graphic Art and Design
Schmidt, Heinrich Chief Engineer
Arthur, Algemon Quality Control
Shareholder Information
- -----------------------
Annual Meeting
- --------------
The Annual Meeting of shareholders will be held at 10:00 A.M. on Friday,
July 25, 1997 at Peerless Tube Company's corporate headquarters at 58-76
Locust Avenue, Bloomfield, New Jersey
Stock Exchange Listing
- ----------------------
Peerless Tube Company's Stock is traded over the counter under the symbol
PEERLESS (PLSU).
Transfer Agent/Registrar
- ------------------------
American Stock Transfer
99 Wall Street
New York, New York 10005
Independent Auditor
- -------------------
Goldstein, Golub & Kessler & Company, P.C.
1185 Avenue of the Americas
New York, N.Y. 10036-2602
General Counsel
- ---------------
Greenbaum, Rowe, Smith, Ravin, Davis & Himmel
Metro Campus Park I
P.O. Box 5600
Woodbridge, N.J. 07095
Form 10-K
- ---------
Shareholders may request a copy of Form 10-K which the Company files
with the Securities and Exchange Commission by writing:
Corporate Secretary, Peerless Tube Company, 58-78 Locust Avenue,
Bloomfield, New Jersey 07003.
Sales and General Inquiries
- ---------------------------
The offices are open from 8:30-5:00 Monday through Friday. Voice mail is
operable at other times.
Phone: 201-743-5100
Fax: 201-743-6169
<PAGE>
PEERLESS TUBE COMPANY
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996
<PAGE>
Independent Auditor's Report 1
Consolidated Financial Statements:
Balance Sheet 2
Statement of Operations and Accumulated Deficit 3
Statement of Cash Flows 4
Notes to Consolidated Financial Statements 5 - 14
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
Peerless Tube Company
We have audited the accompanying consolidated balance sheets of
Peerless Tube Company as of December 31, 1996 and 1995, and the
related consolidated statements of operations and accumulated
deficit, and cash flows for each of the three years in the period ended
December 31, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of
Peerless Tube Company as of December 31, 1996 and 1995, and the results of
its operations and cash flows for each of the three years in the
period ended December 31, 1996 in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As described in
Note 2 of the notes to consolidated financial statements, the Company
has suffered recurring losses from operations and negative cash
flows. These conditions raise substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these
matters are also described in Note 2. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
GOLDSTEIN GOLUB KESSLER & COMPANY, P.C.
New York, New York
March 19, 1997
<PAGE>
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
December 31,
1996 1995
(rounded to nearest thousand)
________________________________
ASSETS (Note 8)
<S> <C> <C>
Current Assets:
Cash (Note 1) $ 227,000 $ 660,000
Accounts receivable, less
allowance for doubtful
accounts of $235,000 and
$140,000, respectively (Note 3) 2,195,000 3,697,000
Inventories (Notes 1 and 4) 2,660,000 2,425,000
Prepaid expenses 78,000 26,000
Other current assets 63,000 54,000
Total current assets 5,223,000 6,862,000
Property, Plant and Equipment, net
(Notes 1, 5 and 10) 4,124,000 8,083,000
Other Assets (Note 11) 683,000 498,000
Deferred Tax Assets, net of valuation
allowance of $4,143,000
and $4,607,000, respectively (Note 7)
Total Assets $ 10,030,000 $15,443,000
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 2,573,000 $ 3,016,000
Accrued liabilities (Note 6) 1,489,000 1,415,000
Revolving credit line
(Notes 1 and 8) 1,119,000 1,717,000
Current portion of long-term debt
(Notes 1 and 9) 267,000 683,000
Total current liabilities 5,448,000 6,831,000
Long-term Debt (Notes 1 and 9) 484,000 4,009,000
Deferred Gain (Note 10) 1,221,000
Other Liabilities (Note 13) 70,000 120,000
Total liabilities 6,002,000 12,181,000
Commitments and Contingencies
(Note 16)
Stockholders' Equity:
Common stock - $1.33-1/3 par value;
authorized 5,000,000 shares; issued
2,536,935 shares 3,382,000 3,382,000
Additional paid-in capital 14,439,000 14,439,000
Accumulated deficit (13,449,000) (14,215,000)
Less 73,962 shares of stock in
treasury, at cost (344,000) (344,000)
Stockholders' equity 4,028,000 3,262,000
Total Liabilities and
Stockholders' Equity $ 10,030,000 $15,443,000
</TABLE>
<PAGE>
CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
Year ended December 31,
1996 1995 1994
(rounded to nearest thousand except
per share amounts)
<TABLE>
<S> <C> <C> <C>
Net sales (Notes 1 and 14) $ 23,616,000 $ 29,793,000 $33,085,000
Cost of sales 21,501,000 28,331,000 30,097,000
Gross profit 2,115,000 1,462,000 2,988,000
Selling, general and
administrative expenses 2,528,000 2,825,000 3,042,000
Loss from operations (413,000) (1,363,000) (54,000)
Other income (expense):
Interest expense (607,000) (816,000) (894,000)
Impairment loss on property
and plant (350,000)
Gain on termination of
sale/leaseback
agreement (Note 10) 1,555,000
Other income, net 231,000 754,000 344,000
1,179,000 (412,000) (550,000)
Net income (loss) 766,000 (1,775,000) (604,000)
Accumulated deficit at
beginning of year (14,215,000) (12,440,000) (11,836,000)
Accumulated deficit
at end of year $(13,449,000) $(14,215,000)$(12,440,000)
Net income (loss) per share $ .31 (.72) (.25)
Weighted average shares
outstanding 2,462,973 2,462,973 2,462,973
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENT OF CASH FLOWS
Year ended December 31,
1996 1995 1994
(rounded to nearest thousand)
__________________________________
<S> <C> <C> <C>
Cash flows from operating
activities:
Net income (loss) $ 766,000 $(1,775,000) $ (604,000)
Adjustments to reconcile net
income (loss) to net
cash provided by (used in)
operating activities:
Depreciation and amortization 1,010,000 1,067,000 1,089,000
Gain on termination of
sale/leaseback agreement (1,675,000)
Loss (gain) on sale of
property, plant and equipment 17,000 (531,000) (302,000)
Provision for bad debts 95,000 63,000 (8,000)
Deferred gain (99,000) (119,000) (204,000)
Other, net (363,000) 366,000 (152,000)
(Increase) decrease in operating assets:
Accounts receivable 1,407,000 (20,000) (360,000)
Inventories (235,000)1,075,000 615,000
Prepaid expenses (52,000) 42,000 (4,000)
Other current assets (9,000) 56,000 72,000
Increase (decrease) in operating liabilities:
Accounts payable (443,000) (345,000) 265,000
Accrued liabilities 74,000 120,000 26,000
Other liabilities (50,000)
Net cash provided by (used in)
operating activities 443,000 (1,000) 433,000
Cash flows from investing activities:
Proceeds from termination
of sale/leaseback 329,000
Proceeds from sale of assets, net 70,000 531,000 302,000
Purchases of property, plant
and equipment (49,000) (5,000) (82,000)
Net cash provided by investing
activities 350,000 526,000 220,000
Cash flows from financing activities:
Proceeds from long-term debt 319,000 750,000
Net (repayments) borrowings
under credit line (598,000) (99,000) 59,000
Reduction of long-term debt and
current maturities (628,000) (645,000) (1,663,000)
Net cash used in
financing activities (1,226,000) (425,000) (854,000)
Net increase (decrease) in cash (433,000) 100,000 (201,000)
Cash at beginning of year 660,000 560,000 761,000
Cash at end of year $ 227,000 $660,000 $ 560,000
Supplemental disclosure of cash flow information:
Cash paid during the year for
interest $ 607,000 $807,000 $ 899,000
Supplemental schedule of noncash
financing and investing activities:
Capital lease obligations
incurred for acquisition
of property and equipment $ 17,000 $113,000 $ 472,000
Write-off of capital lease
obligation $ 3,330,000
Write-off of fixed assets $ 2,995,000
</TABLE>
1. BUSINESS ORGANIZATION AND SIGNIFICANT ACCOUNTING
POLICIES: Peerless Tube Company ("Peerless") and its subsidiary
(collectively the "Company") supply collapsible metal tubes and
seamless aluminum aerosol containers to national marketers
primarily in the pharmaceutical, cosmetic and toiletry
industries. Manufacturing facilities are located in Bloomfield,
NJ.
The consolidated financial statements of the Company include
the accounts of Peerless and its wholly owned subsidiary,
Peerless Tube Company of Puerto Rico, Inc. All significant
intercompany accounts and transactions have been eliminated.
Inventories are stated at the lower of cost (first-in,
first-out method) or market.
Depreciation of property, plant and equipment is provided
for by the straight-line and the declining-balance methods over
the estimated useful lives of the related assets.
Maintenance and repair expenditures are charged to
appropriate expense accounts in the period incurred. Major
replacements, renewals and betterments are capitalized.
Property, plant and equipment, stated at the lower of cost
less accumulated depreciation or net realizable value, includes
interest capitalized during the construction period on funds
borrowed to construct the facility. Capitalized interest is
amortized over the estimated useful lives of the related property
and equipment.
Revenue from sales of products is recognized at the date of
shipment to customers.
The Company maintains its cash in bank accounts which, at
times, exceed federally insured limits. The Company has not
experienced any losses on these accounts.
Net income (loss) per share is based on the weighted
average number of shares outstanding during the year. The effect
of shares issuable under stock options is excluded from the
computation of weighted shares as such effect is antidilutive.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results could
differ from those estimates.
The Company reviews long-lived assets and identifiable
intangibles for impairment whenever events or changes in
circumstance indicate that the carrying value of an asset may not
be fully recoverable. The Company performs nondiscounted cash
flow analyses to determine if an impairment exists. Impairment
losses on assets are determined based on the present value of
cash flows using discount rates which reflect the inherent risk
of the underlying business. Impairment losses on assets to be
disposed of are based on the estimated proceeds to be received
less costs of disposal.
Statement of Financial Accounting Standards ("SFAS") No. 107,
Disclosures About Fair Value of Financial Instruments, requires
management to disclose the estimated fair value of certain assets
and liabilities defined by SFAS No. 107 as financial instruments.
Financial instruments are generally defined by SFAS No. 107 as
cash, evidence of ownership interest in equity, or a contractual
obligation that both conveys to one entity a right to receive
cash or other financial instruments from another entity and
imposes on the other entity the obligation to deliver cash or
other financial instruments to the first entity. At December 31,
1996 and 1995, management believes that the carrying amount of
the revolving credit line approximates fair value because of the
short maturity of this financial instrument. The carrying value
of the Company's long-term debt is considered to approximate fair
value based upon current borrowing rates offered to the Company.
In 1997, the Company will adopt SFAS No. 128, Earnings Per Share.
SFAS No. 128 specifies the computation, presentation and
disclosure requirements for earnings per share for entities with
publicly held common stock. The Company believes adoption of
SFAS No. 128 will not impact the results of its operations.
Certain 1995 amounts have been reclassified in order to
conform with the presentation used in 1996.
2. BUSINESS AND DEBT RESTRUCTURING:,The accompanying
consolidated financial statements have been prepared in
conformity with generally accepted accounting principles, which
contemplate continuation of the Company as a going concern.
Since 1988, however, the Company has suffered recurring losses
from operations and negative cash flows. These conditions raise
substantial doubt about its ability to continue as a going
concern.
The Company's asset-based lender has amended its agreement with
the Company to continue to provide certain loans for operations
(see Note 8).
The Company's management has continually evaluated and reshaped
its business to improve the operational results of the Company
and respond to the changes in the economic and competitive market
in which the Company operates. Major cost and head count
reduction programs previously implemented focused on reduction of
pension and employee benefits, particularly changes to healthcare
benefits. Except for periodic additions to meet peaks in sales
demands, the Company has reduced its workforce, both salaried and
hourly. Management introduced and implemented new programs to
improve its production, inventory management and management cost
accounting systems.
With the anticipated cooperation of its secured lender and
the additional consolidation of plant assets, management believes
that actions presently being taken to improve the Company's
operating performance including reductions of staffing levels and
stabilization of raw material prices will provide adequate
working capital, help minimize the financial loses, and create
the opportunity for the Company to continue as a going concern.
3. ALLOWANCE FOR DOUBTFUL ACCOUNTS:
Information relating to the allowance for doubtful accounts
is as follows:
<TABLE>
<S> <C> <C>
December 31, 1996 1995
---------- -----------
Balance at beginning of year $140,000 $ 77,000
Charged (credited) to costs
and expenses 146,000 67,000
Deductions or write-off
of uncollectible
accounts receivable (51,000) (4,000)
Balance at end of year $235,000 $140,000
</TABLE>
4. INVENTORIES:
Inventories are comprised of the following:
<TABLE>
December 31,
1996 1995
__________ __________
<S> <C> <C>
Raw materials $1,724,000 $1,432,000
Work-in-process 29,000 119,000
Finished goods 907,000 874,000
___________ ___________
$2,660,000 $2,425,000
</TABLE>
5. PROPERTY, PLAN
AND EQUIPMENT:
Property, plant and equipment is comprised of the following:
<TABLE>
December 31,
Estimated
1996 1995 Useful Life
_________ __________ _____________
<S> <C> <C> <C>
Land $ 462,000 $ 462,000
Buildings and improvements 4,348,000 4,299,000 10 to 45 years
Machinery and equipment 13,214,000 18,119,000 7 to 13 years
Furniture, fixtures and office
equipment 1,614,000 1,610,000 5 to 10 years
19,638,000 24,490,000
Less accumulated depreciation
and amortization (15,514,000) (16,407,000)
$ 4,124,000 $8,083,000
</TABLE>
Included in machinery and equipment at December 31, 1995 is
approximately $4,724,000 of machinery and equipment at cost less
$1,515,000 of accumulated depreciation located at the Puerto Rico
facility held under a capital lease. As described in Note 10,
this lease was terminated on November 1, 1996.
Substantially all of the Company's equipment serves as collateral
for short- and long-term borrowings (see Notes 8 and 9).
6. ACCRUED LIABILITIES:
Accrued liabilities is comprised of the following:
December 31,
1996 1995
___________ ___________
Payroll, payroll taxes and
payroll-related costs $ 437,000 $ 510,000
Health benefits 180,000 180,000
Professional fees 233,000 214,000
Environmental 120,000 120,000
All other 519,000 391,000
___________ __________
$1,489,000 $1,415,000
7. INCOME TAXES:
The deferred tax assets less a valuation allowance are comprised
of the following at December 31, 1996 and 1995:
The Company recognizes deferred tax liabilities and assets for
the expected future tax consequences of temporary differences
between the carrying amounts and the tax bases of assets and
liabilities.
Temporary differences and carryforwards which give rise to
deferred tax assets and liabilities:
<TABLE>
December 31,
1996 1995
__________ _________
<S> <C> <C>
Deferred tax assets:
Post-retirement benefits
other than pensions $ 24,000 $ 77,000
Accrual differences 285,000 227,000
Accounts receivable
and inventory valuation
allowances 408,000 356,000
Net operating loss carryforward 3,185,000 2,695,000
Investment tax credit carryforward 346,000 346,000
Net operating loss carryforwards of
Puerto Rico subsidiary 1,200,000
4,248,000 4,901,000
Deferred tax liabilities:
Property, plant and equipment basis
differences (105,000) (140,000)
Net deferred tax asset 4,143,000 4,761,000
Valuation allowance (4,143,000) (4,761,000)
$ - 0 - $ - 0 -
</TABLE>
At December 31, 1996, Peerless had cumulative net operating
loss carryforwards of approximately $9,676,000 available to
offset future taxable income. These carryforwards will expire in
various years through 2010.
At December 31, 1996 and 1995, the Company had investment tax
credit carryforwards of approximately $346,000 available to be
carried forward to offset future taxes payable. A substantial
portion of these carryforwards will expire in the year 2001.
No regular income tax expense was recorded in 1996, 1995 or
1994 as income, if any, before income taxes was fully offset by
previously existing net operating loss carryforwards. No
deferred tax assets or liabilities are recognized for any of the
years presented.
8. REVOLVING CREDIT FACILITY: The Company has a revolving credit
facility with an asset-based working capital lender. Borrowings
are based on specified levels of accounts receivable and
inventories of the Company and bears interest at the prime rate
(8.25% at December 31, 1996) plus 3-1/2% to 4% on the outstanding
balance. There are minimum borrowing requirements of $1,500,000
under this line of credit. The maximum amount available under
the line of credit is $4,750,000 less the principal balance of
the equipment term loan ($639,000 at December 31, 1996) (see Note
9).
The terms of the agreement with the revolving credit facility
lender effectively provide the pledge of substantially all the
Company's assets as collateral. In addition, these agreements
require the Company to comply with various financial covenants,
including restrictions on the amounts of capital expenditures and
a prohibition on the payment of dividends on the Company's common
stock. The Company was in compliance with the covenants at
December 31, 1996.
9. LONG-TERM DEBT:
Long-term debt is comprised of the following:
<TABLE>
December 31,
1996 1995
_____________ _____________
<S> <C> <C>
Capital lease obligation in
connection with 1991 sale and
leaseback of Puerto Rico assets
(see Note 10). $3,580,000
Equipment term loan payable in
monthly installments of $15,625
plus interest through January 1,
1999 with a final balloon payment
of $256,250 on February 1, 1999.
The loan bears interest at the prime
rate (8.25% at December 31, 1996)
plus 4%. $ 639,000 835,000
Various purchase money capital
leases for manufacturing and
office equipment, final payment
due in 1998, with interest rates
at an average of 18%. 112,000 277,000
_________ _______
751,000 4,692,000
Less current portion (267,000) (683,000)
Long-term debt $ 484,000 $4,009,000
</TABLE>
Long-term debt matures as follows:
Year ending December 31,
1998 $212,000
1999 272,000
________
$484,000
10. SALE/LEASEBACK OF PUERTO RICO FACILITY:
In 1991, the Company entered into a sale/leaseback agreement for
its Puerto Rico office and production facility. Under the
agreement, the Company sold the facility at an aggregate price of
$6,000,000. Concurrently, the Company entered into an agreement
to leaseback the facility for 181 months at an average annual
rental of approximately $750,000. The transaction resulted in a
gain of approximately $1,800,000 which was deferred and was being
amortized over the term of the related lease.
Effective November 1, 1996, the lease agreement was terminated by
the buyer thereby eliminating the annual leaseback payment of
$750,000. As a result Peerless Tube Company of Puerto Rico has
ceased operations and is expected to be legally dissolved during
1997. The remaining production requirements of this facility
will be met by utilizing the excess capacity at the Bloomfield,
NJ, facility. The Company has recognized a gain of $1,555,000,
net of Puerto Rico capital gain taxes of $120,000, in connection
with the termination of this lease as follows:
Write-off of machinery and equipment $(2,995,000)
Write-off of capital lease obligation 3,330,000
Recognition of deferred gain 1,123,000
Termination payment received pursuant to the agreement 329,000
Puerto Rico capital gain taxes (120,000)
Other (112,000)
____________
Net gain on termination of sale/leaseback transaction $1,555,000
11. PENSION PLANS:
The Company has a noncontributory defined benefit plan covering
most of its domestic employees. In 1990, the Company had amended
its benefit plan to provide for the suspension of benefit
accruals for future services. The benefit for the plan is based
primarily on years of service and employees' pay through the date
that benefit plan accruals were suspended. The Company's funding
policy is to make contributions to the plan which is consistent
with the funding requirements under the Employee Retirement
Income Security Act of 1974. Plan assets consist of a balanced
common stock and fixed income portfolio with two investment
managers.
In 1994, the Company amended its plan, as required, to be in
compliance with the Tax Reform Act of 1986 and subsequent
legislation. In addition, the Company adopted the provisions of
the Retirement Protection Act of 1994 enacted under the General
Agreement on Tariffs and Trade legislation effective December 31,
1994 for all retirements effective March 1, 1995.
Net periodic pension income is as follows:
<TABLE>
December 31,
________________________________________
1996 1995 1994
____ _____ ____
<S> <C> <C> <C>
Interest cost on projected
benefit obligation $ 984,000 $ 1,006,000 $ 969,000
Actual (return) on assets (1,608,000) (3,227,000) 303,000
Net amortization and deferral 438,000 2,212,000 (1,432,000)
_________ __________ ___________
Net periodic pension income $ (186,000) $ (9,000) $(160,000)
</TABLE>
The plan's funded status and amounts recognized in the Company's
balance sheet are as follows:
<TABLE>
December 31,
1996 1995
-------------------------------
<S> <C> <C>
Actuarial present value of
projected benefit obligation
(all vested) $13,644,000 $15,063,000
Plan assets at fair value 15,580,000 15,403,000
___________ __________
Plan assets in excess of projected
benefit obligation 1,936,000 340,000
Unrecognized net (gain) loss (1,311,000) 99,000
___________ _________
Prepaid pension cost $ 625,000 $ 439,000
___________ _________
___________ _________
</TABLE>
The assumptions used in the accounting were as follows:
Discount rate used to compute
projected benefit obligation 7.4% 6.9%
Expected long-term rate of
return on plan assets 8 8
In 1996 and 1995, the discount rate was changed to reflect the
change in interest rates.
A minimum liability was recorded to reflect the amount of
unfunded benefit obligation at December 31, 1994. In accordance
with the overfunding of the pension plan, the minimum liability
was reversed in 1995.
A reconciliation of this account for the year ended December 31,
1995 is as follows:
Beginning of year $(464,000)
Adjustment to recognize the
minimum pension liability 464,000
__________
End of year $ - 0 -
In 1995, the Company offered a 401(k) retirement savings plan to
all nonunion full-time employees who have completed one year of
employment. Employees may contribute a percentage of their gross
salaries as defined in the plan, subject to limits prescribed by
the Internal Revenue Service. The Company's contributions are at
the discretion of the board of directors. Participants are fully
vested upon entering the plan. Officers of the Company serve as
trustees of the plan. Contributions for the year ended December
31, 1996 were approximately $13,000. For the year ended December
31, 1995, the Company made a provision of $40,000 for
contributions and administrative expenses related to the start-up
and administration of this plan.
12. STOCK OPTION PLANS:
SFAS No. 123, Accounting for Stock-Based Compensation, encourages
but does not require companies to record compensation cost for
employee stock option grants. The Company has chosen to continue
to account for employee option grants using Accounting Principles
Board Opinion No. 25. Accordingly, no compensation expense has
been recognized for employee stock option grants and the Company
has elected to adopt the disclosure provisions only of the new
SFAS.
No stock options were issued by the Company during the two-year
period ended December 31, 1996. Accordingly, no pro forma
disclosures are presented.
In 1992, the Company adopted a stock option plan under which
incentive stock options may be granted to officers and key
employees to purchase up to a maximum of 250,000 shares of common
stock. The options granted to employees under the plan are to
vest and become exercisable at the rate of 25% per year following
the grant of such options provided that certain conditions are
satisfied. The stock options are exercisable at a price of not
less than 100%, or 110% in the case of a 10% stockholder, of
the market value at date of grant. Exercise prices of
options issued range from $1.65 to $6.50 per share. All options
are exercisable over a 10-year period, except for 10%
stockholders, in which case the period is 5 years. Activity in
stock options during the years was as follows:
1995 and 1996
Weighted
Average
Year ended December 31, 1996 1995 Exercise Price
____ ____ ______________
Outstanding at beginning
of year 234,200 234,200 1.92
Expired during the year (110,000) 1.25
_______ _______ ____
Outstanding at end of year 124,200 234,200 2.50
_______ _______ ____
_______ _______ ____
Options exercisable at year-end 99,200 132,500
Number of
Options Exercisable
at December 31, 1996 Exercise Price Expiration Date
____________________ ______________ _______________
14,400 $5.75 1997
75,000 1.65 1998
9,800 6.50 1998
13. OTHER POST-RETIREMENT BENEFITS:
The Company provides healthcare and life insurance benefits to
certain active and retired employees. In 1992, the Company
adopted SFAS No. 106, Employer's Accounting for Post-Retirement
Benefits Other Than Pensions. SFAS No. 106 requires the Company
to accrue the estimated cost of retiree benefit payments during
an employee's active service life. The Company previously
expensed these costs as paid. The retiree medical and life
insurance programs are not funded. Claims and expenses are paid
from the general assets of the Company. The balance of this
accrual is adjusted based on actuarial adjustments and employment
activity during the periods involved. The activity of this
liability is as follows:
<TABLE>
December 31,
_____________________________________
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Beginning of year $120,000 $175,000 $152,000
Adjustment to recognize
the cost of benefits, net (50,000) (55,000) 23,000
________ ________ ________
End of year $ 70,000 $120,000 $175,000
________ _________ ________
________ _________ ________
</TABLE>
14. MAJOR CUSTOMERS:
In 1996, three customers accounted for 55% (22%, 21% and 12%) of
the Company's sales. In 1995, four customers accounted for 68%
(24%, 16%, 15% and 13%) of the Company's sales. In November
1996, the customer representing 12% of the Company's sales
changed its product line, and as a result ceased doing business
with the Company. In March 1996, the Company's largest account
chose not to renew its contract with the Company. In 1994, sales
to four customers accounted for 61% (22%, 14%, 13% and 12%) of
the Company's sales.
15. RELATED PARTY TRANSACTIONS:
A former director of Company, who resigned in March 1995, has an
ownership interest in a company that supplied paint to the
Company. Amounts paid by the Company to this supplier during the
years prior to his resignation from the board of directors
approximated $347,000 and $433,000 in 1995 and 1994,
respectively.
16. COMMITMENTS AND CONTINGENCIES:
In January 1992, the Company entered into a supply agreement with
a vendor for the purchase of aluminum slugs for a period of eight
years. The Company may terminate this supply agreement upon 30
days' written notice to the buyer provided the buyer's selling
price to the Company is not competitive with market quotes
obtained from at least 3 other vendors for aluminum.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996
At December 31, 1996, the Company had purchase commitments
outstanding of approximately $3,090,000 for raw aluminum through
December 1997. These are substantially offset by firm purchase
orders on contracts from customers.
The Company is a defendant in several lawsuits arising in the
normal course of business. Counsel for the Company cannot offer
an opinion as to the probable outcomes of such cases. The
Company believes these suits are without merit and is vigorously
defending its position in each suit.
The Company is subject to federal, state and local requirements
regulating the discharge of materials into the environment or
otherwise relating to the protection of the environment. It is
the Company's policy to comply with these requirements, and the
Company believes that as a general matter its policies, practices
and procedures are properly designed to prevent unreasonable risk
of environmental damage, and of resulting financial liability, in
connection with its business. Some risk of environmental damage
is, however, inherent in particular operations and products of
the Company, as is the case with other companies engaged in
similar businesses.
The Company is and has been engaged in the handling, manufacture,
use or disposal of several substances which are classified as
hazardous or toxic by one or more regulatory agencies. The
Company believes that its handling, manufacture, use and disposal
of such substances have generally been in accord with
environmental laws and regulations. It is possible, however,
that future knowledge or other developments, such as improved
capability to detect such substances in the environment,
increasingly strict environmental laws and standards and
enforcement policies thereunder, could bring into question the
Company's handling, manufacture, use or disposal of such
substances.
The Company has and will continue to incur operating costs for
environmental compliance. In connection with the removal of
several underground storage tanks, the Company is monitoring
several wells to ensure appropriate action is taken with respect
to any ground water contamination. Future modifications and
capital additions to existing equipment may also be required as
regulations are enacted. At the present time, management is
unable to fully estimate the amount of potential expenditures in
these areas for future years, but believes the Company has acted
prudently in its environmental practices and responsibilities.
<PAGE>
June 13, 1997
Dear Shareholder,
It is my pleasure to invite you to attend the 1997 Annual Meeting
of Shareholders of Peerless Tube Company. The meeting, will be
held on Friday, July 25, 1997 at 10:00 A.M. local time at the
Corporation's headquarters, 58-76 Locust Avenue, Bloomfield, New
Jersey. The Notice of Annual Meeting and Proxy Statement
accompanying this letter describes business to be conducted at
this meeting.
Our Company's executive committee and I will report to you on our
progress and we look forward to your questions and comments.
It is important that your shares be represented at the meeting,
regardless of the number you may hold. Whether or not you plan
to attend the meeting, please complete the proxy card and return
it in the pre-addressed envelope as soon as possible. This will
not prevent you from voting your shares in person, if you are
present.
This proxy will be also used as an admission list to the meeting.
I look forward to seeing you on July 25, 1997.
Sincerely,
Frederic Remington
<PAGE>
PEERLESS TUBE COMPANY
Notice of Annual Meeting
NOTICE IS HEREBY GIVEN that the Annual Meeting of the holders of
Capital Stock, $1.33 1/3 Par Value of Peerless Tube Company, a
New Jersey Corporation, will be held at the office of the Company
at 58-76 Locust Avenue, Bloomfield, New Jersey, on Friday, July 25, 1997
at 10:00 A.M., EDT. The meeting, and/or adjournment or adjournments thereof,
is called for the following purposes:
1 . To elect a Board of eight Directors to serve until
the next annual meeting and until their successors are
elected and qualify;
2. To ratify the appointment of Goldstein Golub Kessler &
Company, P.C. as independent accountants of the Company
for 1997; and
3. To receive the reports of officers (without taking any
action thereon) and to transact such other and further
business as may properly come before the meeting or any
adjournment thereof.
These items are more fully described in the following Proxy
Statement, which is hereby made a part of this Notice.
Stockholders entitled to notice of and to vote at the annual
meeting are stockholders of record at the close of business on
May 30, 1997, as fixed by action of the Board of Directors.
All Stockholders are urged to sign and return the accompanying
proxy without delay in order that a quorum at the annual meeting
may be assured.
Each Stockholder is entitled to one (1) vote, in person or by
proxy, for each share held by such Stockholder.
By Order of the Board of Directors
Ann Gaccione, Secretary
Dated: June 13, 1997
58-76 Locust Avenue
Bloomfield, NJ 07003
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO DATE, SIGN AND PROMPTLY RETURN YOUR PROXY SO
THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND
IN ORDER THAT THE PRESENCE OF A QUORUM MAY BE ASSURED. THE
PROMPT RETURN OF YOUR SIGNED PROXY, REGARDLESS OF THE NUMBER OF
SHARES YOU HOLD, WILL AID THE COMPANY IN REDUCING THE EXPENSE OF
ADDITIONAL PROXY SOLICITATION. THE GIVING OF SUCH PROXY DOES NOT
AFFECT YOUR RIGHT TO VOTE IN PERSON IN THE EVENT YOU ATTEND THE
MEETING. A COPY OF THE CORPORATION'S 1996 ANNUAL REPORT TO THE
SECURITIES AND EXCHANGE COMMISSION IS ENCLOSED OR AVAILABLE
WITHOUT CHARGE. DIRECT YOUR REQUEST TO PEERLESS TUBE COMPANY,
58-76 LOCUST AVENUE, BLOOMFIELD, NEW JERSEY 07003, OR CALL (201)
743 -5100.
<PAGE>
PEERLESS TUBE COMPANY
PROXY STATEMENT
General Information and Annual Meeting of Stockholders, July 25, 1997.
The enclosed proxy is revocable and is solicited on behalf of the
Board of Directors of Peerless Tube Company for use at the Annual
Meeting of the Stockholders to be held on Friday, July 25, 1997
at 10:00 A.M. at 58-76 Locust Avenue, Bloomfield, New Jersey
07003. This Proxy Statement and the enclosed form of proxy are
first being sent or given to Stockholders on or about June 13, 1997.
All expenses incurred in this solicitation will be paid for by
the Company.
The Annual Report including information filed with the Company's
annual 10K report and financial statements for the year ending
December 31, 1996, are enclosed herewith.
Only Stockholders of Record at the close of business on May 30, 1997
will be entitled to vote. On the said record date there
were outstanding 2,462,973 shares of capital stock, each share of
which is entitled to one vote at the meeting. The owners of a
majority of the shares entitled to vote, present in person or
represented by proxy, will constitute a quorum for the
transaction of business at the meeting.
The shares represented by a properly signed and returned proxy
card will be voted as specified by the shareowner. If a proxy
card is signed and returned but no specification is made, such
shares will be voted FOR the election of all nominees for
director (Proposal 1), the appointment of independent accountants
(Proposal 2). A proxy may be revoked by a shareholder at any
time before it is voted by notice in writing delivered to the
Secretary of the Company, by submission of another proxy bearing
a later date or by voting in person at the Annual Meeting.
It is the policy of the Company that any proxy, ballot or other
voting material that identifies the particular vote of a
shareholder will, if requested thereon by the shareholder, be
kept confidential except in the event of a contested proxy
solicitation or as may be required by law. The Company may be
informed whether or not a particular shareholder has voted and
will have access to any comment on a proxy, ballot or other
material and to identify the commenting shareholder. Under the
Policy, the inspectors of election at any meeting will be
independent parties unaffiliated with the corporation.
Election of Board of Directors (Item 1 on Proxy Card)
A Board of eight (8) Directors is to be elected at the Annual
Meeting for a term of one year and until the election and
qualification of their successors. Each nominee has consented to
being named in the Proxy Statement and to serve if elected. If
prior to the Annual Meeting any nominee should become unavailable
to serve, the shares represented by a properly signed and
returned proxy card will be voted for the election of such person
as may be designated by the Board of Directors or the Board may
determine to leave the vacancy unfilled.
Certain information regarding each nominee and each director
continuing in office after the Annual Meeting is set forth below,
including the individual's age and principal occupation, a brief
account of business experience during the last five years,
certain other directorships currently held and the year in which
the individual was first elected a director of the Corporation.
In addition, shares of Capital Stock beneficially owned as of
May 30, 1997 are disclosed based in part on information
received from the respective persons and in part from the records
of the Company.
<PAGE>
<TABLE> NOMINEES FOR ELECTION
Shares of
Board Common
Member Stock % of
Directors Age Principal Occupation Since Owned Total
- --------- --- -------------------- ------ ------- -----
<S> <C> <C> <C> <C> <C>
Brinton, S. Jervis 73 Financial Planner
and Consultant 1990 1,000 0.1%
Felzenberg, Leonard 63 Attorney at Law 1997 500 0.1%
Leo, Frank M. 79 Real Estate Developer 1990 4,000 0.2%
McDermott, Frank X. 72 Attorney at Law 1983 3,804 0.2%
Potts, Richard W. 60 President 1970 170,434 6.9%
Remington, Frederic 67 Chairman & Chief
Executive 1965 188,418 7.7%
Remington John F. 62 Midwest Sales Manager 1993 144,895 5.9%
Solomon, A. Louis 67 Consultant 1992 500 0.1%
</TABLE>
Mr. Leonard Felzenberg, Attorney at Law, was appointed to serve
on the Board at the March 18, 1997 meeting. Mr. Solomon's firm
periodically performs consulting work for the company.
* All Directors and Officers of the Company hold as a group 34.7%
of the Company's stock, including 338,098 shares beneficially, or
otherwise, held by the Remington family. See page 7 for
additional information. Hill, Thompson, Magi & Company have
holdings of 12.6% or 321,275 total shares. There are on other
holdings reported over 5% of the total shares outstanding except
for the 137,870 shares, representing 5.6%, which are held by the
Peerless Tube Pension Plan at March 18, 1997.
Business Background of Directors
S. Jervis Brinton, Jr. was elected to the Board of Directors in
1990. He is a graduate of Williams College, New York University
Graduate School of Business Administration and the College for
Financial Planning. Mr. Brinton retired in 1987 as Executive
Vice President of Midlantic National Bank and is currently
President of Brinton Eaton Associates, Inc., in Morristown, N.J.,
engaged in personal financial planning and money management. He
is Chairman of the Henry H. Kessler Foundation and the Fannie
Ripple Foundation, and Trustee of the Marcus Ward Home, and the
Morris Museum. Mr. Brinton is a member of the Executive
Committee.
Leonard J. Felzenberg was elected to the Board of Directors in
1997. Mr. Felzenberg is a graduate of the University of Chicago
and New York University School of Law. He was admitted to
practice law in New Jersey in 1955 and in New York in 1982. He
served as a trial attorney in the Internal Security Division of
the United States Department of Justice and as a Line Officer in
the United States Navy. At the present time he is a senior
partner in the firm of Felzenberg, Winter & Winkler which
maintains law offices in Livingston, New Jersey.
Frank M. Leo was elected to the Board in October, 1990. He holds
certificates in Business and Commercial Law from Rutgers
University Extension and a certificate in Accounting from
Bloomfield College. He is the recipient of an honorary degree of
Doctor of Business Administration from Bloomfield College. He is
a graduate of the U. S. Army Counter Intelligence School. He
formed the T.V. Leo & Sons, Inc., a construction firm
specializing in commercial buildings and apartment houses. Afler
serving twenty years as President of this firm, he sold his
interest and presently is in business with his son in the
development of land and construction of offices and residential
buildings. He has been on the Advisory Board of National Newark
& Essex Bank, now PNC Bank, for twenty-five years.Frank X.
McDermott was elected to the Board of Directors in 1983. He is a
graduate of Columbia College and Columbia School of Law and holds
two Master's degrees from New York University. He was admitted
to the practice of law in New York in 1949 and in New Jersey in
1962. At the present time he is a Senior Member in the firm of
Apruzzese, McDermott, Mastro & Murphy, specializing in corporate
and labor law for management, with offices in Liberty Corner, NJ.
Richard W. Potts was elected to the Board of Directors in 1970.
After earning a Bachelor of Science degree from Rensselaer
Polytechnic Institute and a Master's Degree from Newark College
of Engineering (NJIT), Mr. Potts joined the Company in 1963, has
served as the Vice President, Manufacturing since 1968, aiid was
clected Senior Vice President, Production in 1986 and President
and Chief Operating Officer in 1989. Mr. Potts is a member of
the Executive Committee of the Board.
Frederic Remington, Jr. was elected to the Board of Directors in
1965. Mr. Remington joined the Company in 1950 after attending
Temple University and New Jersey Institute of Technology,
formerly Newark College of Engineering. He was named Vice
President, Operations in 1968, Vice President, Engineering in
1977, Senior Vice President, Engineering in 1986 and Chairman of
the Board and Chief Executive Officer in 1989. Mr. Remington is
a former Chairman of the Essex County Republican Organization, a
former member of the New Jersey State Assembly and a director of
the SFM Corporation. Mr. Remington is a member of the Executive
Committee of the Board.
John F. Remington was appointed to the Board of Directors in
1993. Mr. Remington attended Newark College of Engineering and
Rutgcrs University. He has been employed at Peerless since
Septetnber 1955 and became a regional sales manager in 1967. He
is past president of the Chicago Perfumery, Soap and Extract
Association and the Aerosol Industry Development Association.
Louis A. Solomon was elected to the Board of Director's in 1992.
Mr. Solomon is the principal in a management consulting firm,
L.A. Solomon Associates. He originally was retained by the
Company in 1990 during the early phases of its business
restructuring. For over ten years, Mr. Solomon has been a
director and consultant to Kwik-Way Industries, Inc., a
manufacturer of machines and tools used in the automotive
aftermarket. He has a BS in Economics froni the University of
Pennsylvania; MS Economics, Columbia University; and occupied the
positions of Graduate Faculty and Adjunct Assistant Professor of
Economics at the graduate business schools at the University of
Bridgeport and Long Island University, respectively.
Remuneration of Officers and Directors
All directors receive an annual director's fee of $3,200 plus
$600 for each meeting attended. In addition, the outside
directors receive $500 for each committee meeting attended. An
additional $300 is paid to the chairperson of the Audit and
Executive Compensation and Stock Option Committees (two
committees).
Certain relationships and transactions
Directors, from time to time, provide legal or consulting
services. There were no such services performed or fees paid in
1996 or 1995
Meetings of the Board
The total number of regular meetings of the Board of Directors
during the last year was five (5). During or after thcse
meetings, special and committee meetings were also held. A
majority of Directors attended all the meetings of the Board and
Committees of which they were members.
Committees of the Board
The Company has an Executive Committee currently consisting of
the following members of the Board:
Frederic Remington, Jr.
Richard W. Potts
S. Jervis Brinton
The Executive Committee meets on call and has the authority to
act on most matters during the intervals between Board of
Directors' meetings. This committee did not meet formally since
the last annual meeting. No fees are paid for services of the
Executive Committee.
The Company has an Audit Committee, Executive Compensation
Conimittee and a Stock Option Committee, each of which consists
of all of the outside Directors of the Company. The Audit
Committee and the Executive Compensation Committee met once since
the last annual meeting. The Company does not have a standing
Nominating Committee.
Executive Compensation
The Company believes that shareholders should be provided
information about executive compensation that is easy to
understand and relevant, and is consistent with the newly adopted
proxy rules of the Securities and Exchange Commission. This
disclosure allows its shareholders to more effectively evaluate
the relationship between executive compensation and shareholder
value.
<PAGE>
<TABLE>
EXECUTIVE COMPENSATION
Name, Position Fiscal Salary Bonus Other
Year Annual Restricted Stock Retirement
Benefits Stock Options Benefits
(1,2)*** Awards (3,4,5) (6) (7)
<S> <C> <C> <C> <C> <C> <C> <C>
Frederic Remington, 1996 $157,000 $0 $21,000 0 0 $0
Chairman & CEO 1995 $157,000 $0 $21,000 0 0 $39,000
1994 $157,000 $0 $20,000 0 0 $0
Richard W. Potts, 1996 $157,000 $0 $20,000 0 0 $30,000
President 1995 $157,000 $0 $15,000 0 0 $0
1994 $157,000 $0 $16,000 0 0 $0
G.J. Blumenschein 1996 $ 90,000 $0 *(1)
VP, Finance and
Treasurer
Christopher C.H. 1996 $115,000 $0 **(1)
Graber 1995 $115,000 $0 **(1)
1994 $115,000 $17,500 **(1)
</TABLE>
* Assumed position March 26, 1996
** References can be found on the paragraphs that are on page
10.
*** Note: number (#) references can be found in the paragraphs
that follow on pages 6-9; certain references also
apply to the Option Grant table on page 9.
(1) The amounts indicated for other benefits represent the
incremental cost to the Company of providing life and medical
insurance, expenses associated with their use of a company car
and Board of Director fees received. If no amount is shown in a
given year, such perquisites do not exceed the lesser of $50,000
or 10% of such officers' salary and bonus. Not included in the
table above is a $12,000 non recurring prior years adjustment for
Mr. Remington.
(2) Mr. Remington and Mr. Potts both have similar five year
employment contracts which renew automatically unless notice is
given by the Company. Under these contracts, the executives
agree to serve the Company during the term of employment for cash
compensation plus any other benefits such as pension, profit
sharing, stock options, or insurance coverage, to the extent as
they may be made generally available to the executives of the
Company. The Company shall have the right to discharge the
executive during the term of the agreement for good cause and
thereupon terminate the Agreement. "Good cause" shall include
the employee neglecting, refusing, or failing to faithfully and
diligently render services to the extent and in the manner
provided. The term of the agreement shall also end immediately
upon the death of the executive and may be terminated by the
Company upon such mental or physical illness, disability, or
incapacity as renders the employee unable to perform
satisfactorily all his duties for more than 90 days during a
180-day period. The employee may terminate the agreement by
giving the Company 15 days written notice. If the Company
terminates the employees employment for other than good cause, it
shall pay the employee his normal salary from the date of
termination for a period of five years.
(3) The beneficially owned shares by Mr. Frederic Remington,
John Reniington, and Mr. Potts disclosed in the table on page 3
does not include 146,704 shares held by the children of Messrs.
Frederic Remington, Jr., John Remington, William G. Remington
(deceased) and Richard W. Potts. It also excludes 38,181 shares
owned by The William G. Remington Foundation, of which Frederic
Remington, Carol Mathis, his widow, and his daughters, Karen K.
Cummins and Lori J. Smiley, are Trustees. Carol Mathis,
sister-in-law to Frederic and John Remington, and sister-in-law
to Mr. Richard Potts beneficially owned 153,213 shares as of
March 18, 1997. The Remington family holdings including those
shares in the Foundation represent approximately 34.7% of the
shares outstanding as of March 18, 1997.
(4) Since 1990, the Company entered into several employment
agreements for additional stock options pursuant to an incentive
stock option plan which became effective June 1, 1992. The
granting of these options is at the discretion of the Board.
Effective January 1993 Mr. Remington and Mr. Potts were each
granted options to purchase 50,000 shares of common stock at
$1.65 per share, which was 110% of the market price as of the
date the options were granted. The full text of the 1992
Incentive Stock Option Plan (the "Plan") under which these
options were granted is on file with the Securities and Exchange
Commission and is incorporated by reference. Salient provisions
of the plan are as follows: In June 1992 options to purchase
110,000 shares of stock at 1.25 were granted to two individuals
no longer employed by the Company. Neither former employee
exercised their options.
Shares Reserved for Issuance.
Pursuant to the terms of the Plan, two hundred fifty thousand
(250,000) shares of the Company's Common Stock are reserved for
issuance thereunder. In the event there is any change in the
number of issued shares of the Common Stock of the Company
without new consideration to the Company (such as by stock
dividends or stock splits), the number of shares reserved for
issuance under the Plan, the number of shares subject to any
outstanding option and the option price per share of each
outstanding stock shall be appropriately adjusted. Similarly, if
the Company shall be party to a merger, consolidation,
reorganization, sale or similar occurrence, equitable aqiustment
in the options may be made.
Administration of Plan; Award of Options.
The Plan is administered by the Executive Compensation and Stock
Option Committee of the Board of Directors (the "Committee"),
which is comprised of all of the Company's outside directors are
subject to the overall authority of the Board of Directors.
Committee members do not receive any additional compensation for
administering the Plan except for their regular meeting fee
described above. Pursuant to its authority, the Committee may
grant options to purchase shares of Common Stock reserved under
the Plan to all employees of the Company.
Option Price.
The option price per Share shall be determined in each case by
the Board of Directors but shall not be less than one hundred
percent (100%) one hundred ten percent (110%) in the case of a
10% Shareholder/or more of the fair market value thereof as
determined by the Board by any reasonable method using market
quotations on the date the option is granted.
Amendments.
The Board of Directors may amend the Plan as it deems advisable.
No amendment may, without further approval of the stockholders of
the Company within twelve months before or after the date on
which such amendment was adopted, (a) increase the total number
of shares which may be made the subject of options granted under
the Plan, either in the aggregate or to any individual employee,
(b) change the manner of determining the option Price, (c)
change the criteria of determining which employees are eligible
to receive options, (d) extend the period during which options
may be granted or exercised, or (e) withdraw the administration
of the Stock Option Plan from the Board of Directors.
Vesting.
The options granted to employees under the Plan are to vest and
become exercisable at the rate of 25% per year following the
grant of such options provided that certain conditions are
satisfied. For a description of these conditions, see the
subsection below entitled "Termination of Employment."
Exercise Period
The options granted to employees under the Plan may not be
exercised more than ten (10) years after the Plan is approved by
the Company's stockholders.
Termination of Employment.
Outstanding options must be exercised during employment with the
Company or within three months after termination of employment
with the Company (other than by reason of death or permanent
disability, in which case they must be exercised within twelve
months after termination). In addition, options are exercisable
only to the extent that they are vested as of the date of
termination of employment.
Non transferability
Each option granted under the Plan is not transferable by the
holder except by will or the laws of descent and distribution of
the State wherein the holder is domiciled at the time of his
death.
Sale of the Company.
In the case of (I) a sale of all or substantially all of the
Company's assets outside the ordinary course of business; (II) an
offer to purchase at least a majority of the Company's issued and
outstanding common stock or an offer to the Company's
stockholders to tender for sale at least a majority of the
Company's issued and outstanding con-imon stock, which offer is
accepted or tender made with respect to at least a majority of
the Company's issued and outstanding shares of Common Stock;
(III) the merger or consolidation of the Company with another
corporation or entity; (IV) a public or private offering of 20%
or more of the Company's Common Stock, whether of newly or
previously issued shares; or (V) a dissolution or liquidation of
the Company, options granted or unexercised shall, in the
discretion of the Board of Directors, become fully vested and
exercisable for a period of thirty days from the date notice of
such sale or public offering is given to the optionees. Upon the
expiration of the thirty day period, the Board of Directors in
its discretion may suspend or cancel the right of any optionee to
exercise such options.
Federal Income Tax Treatment of Options.
The options to be granted under the Plan will be deemed to be
qualified within the meaning of the Internal Revenue Code. Thus,
no gain or loss will be recognized by the optionee until the
Shares acquired by option are sold, nor will the Company receive
any tax deduction with respect to the Plan.
<PAGE>
Existing options under the 1992 plan are as follows:
OPTION GRANTS
<TABLE>
Name Fiscal Options % of Exercise Expiration Potential Realizable Value
Year Granted options or Base Date at Assumed Rates of Stock
granted Price per (4 ) Appreciation for Option
Share (3) Terms (5)(6)
<S> <C> <C> <C> <C> <C> <C>
5% 10%
Frederic
Remington 1993 50,000 50% $1.65 1/12/98 $0 $0
Richard W. Potts 1993 50,000 50% $1.65 1/12/98 $0 $0
</TABLE>
Note: number (#) references can be found beginning on page 7
(5) The Peerless Tube Company also has options available to be
granted under a certain 1987 Incentive Stock Option Plan which
provides for the grant of options to purchase capital stock of
the Company. A total of 50,000 shares are available under the
Plan up to a maximum of 15,000 shares per calendar year in the
aggregate. Options may be granted to key employees of the
Peerless Tube Company by the Stock Option Conimittee of the Board
of Directors. Options are granted at 100% of the fair market
value on the date of the grant and expire ten years from the date
of the grant. There are no stock appreciation rights under the
Plan. On October 28, 1987 stock options to purchase 14,400
shares were granted at $5.75 per share. On January 27, 1988
stock options were granted to purchase 9,800 shares at $6.50 per
share. None of the current officers hold any of these options.
(6) These amounts represent certain assumed rates of
appreciation only. For the most part, the exercise price for the
options outstanding is below the projected market price of the
stock assuming stock appreciation at 5% and 10%. Gains, if any,
are reported net of the option exercise price, but before taxes
associated with exercise. Actual gains, if any, on stock option
exercises are dependent on the future performance of the Common
Stock, overall market conditions, as well as the option holders'
continued employment through the vesting period. The potential
realizable value or possible gains in the above Option Grant
table were calculated assuming a market price of the stock at
S.75, the high during the quarter ended December 31, 1994. The
market price as of December 31, 1996 was $..3750. Trades of
small blocks of stock in the last 52 weeks have ranged in the
transaction price from $.3750 to $.6600. The amounts reflected
in the tables may not necessarily be achieved.
(7) At December 31, 1996, the Company has in effect one
noncontributory defined benefit retirement plan covering
substantially all of the New Jersey employees. Pension costs are
computed on the basis of accepted actuarial methods. During
1990, the Company amended its retirement plans to provide for the
suspension of benefit accruals for future services
COMMITTEE REPORT TO SHAREHOLDERS
The report of the Executive Compensation and Stock Option
Committee shall not be deemed incorporated by reference by any
general statement incorporating by reference this proxy statement
into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934, except to the extent that
Peerless Tube Company specifically incorporates this information
by reference, and shall not otherwise be deerned filed under such
Acts.
The Peerless Tube Company has long believed that a strong,
explicit link should exist between executive compensation and the
value delivered to shareholders. This belief has been adhered to
by developing pay programs which provide competitive compensation
and mirror Company performance. Any short-term and long-term
incentive compensation will be based on direct, explicit links to
Company performance and the value received by shareholders.
Compensation Philosophy
In designing its compensation programs, the Company follows its
belief that compensation should reflect the value created for
shareholders while supporting the Company's strategic goals. In
doing so, the compensation programs reflect the following themes:
* Compensation should be meaningfully related to the value
created for shareholders.
Compensation programs should support the short- and
long-term strategic goals and objectives of the Company.
Compensation programs should reflect and promote the Company's
values, and reward individuals for outstanding contributions to
the Company's success.
* Short and long-term compensation play a critical role in
attracting and retaining well qualified executives.
While compensation opportunities should be based on individual
contribution, the actual amounts earned by executives in variable
compensation programs should be dictated solely by how the
Company performs.
Pay Mix and Measurement
The Company's executive compensation is based on three
components, each of which is intended to serve the overall
compensation philosophy.
Base Salary. Base salary is targeted at the competitive median
for competitors in manufacturers of similar market size. For the
purpose of establishing these levels, the Company compares itself
to a self-selected group of manufacturing companies analyzed by
various industry groups and associations both nationally and in
the Company's local market focusing on manufacturing companies
that compete under similar conditions. This comparison group,
which is subject to occasional change as Peerless Tube Company or
its competitors change their focus, merge or are acquired, or as
new competitors emerge.
Salaries for executives are reviewed by the Committee on an
annual basis and may be increased at that time based on: 1) the
Committee's agreement that the individual's contribution to the
Company has increased; and 2) increases in median competitive pay
levels.
Except for a minor cost of living increase adjustment given to
all employees in 1994, the compensation for the Chairman and
Chief Executive Officer has not increased since Mr. Remington
became chairman in 1989. Since 1989, Mr. Remington has requested
that the Committee not even consider any adjustments until the
Company begins to improve its recent financial performance.
Accordingly, any increases of median pay levels among CEOs in the
comparison group have not been considered. Similarly, increases,
excluding cost of living adjustments, have not been given to
Messrs. Potts, and Graber. Mr. Blumenschein assumed his
position in March 1996.
Long-Term Incentives. Provided through annual or periodic grants
of stock options to the named executives and others, this
component is intended to recruit, retain and motivate executives
to improve long-term stock market performance. Grants can also
be awarded to 10% owners in lieu of increases in fixed base
compensation costs and to reinforce the relationship between
company performance and future eamings. Stock options are
granted at the prevailing market value and will only have value
if the Company's stock price increases. Generally, grants made
vest in equal amounts over four years on the one year anniversary
date of grant; executives must be employed by the Company at the
time of vesting in order to exercise the options. The Committee
determines the number of options to be granted based on the
expected value of return, the number of shares outstanding and
competitive factors. Outstanding historical performance by an
individual is additionally recognized through larger than normal
option grants.
Summary
In aggregate, none of the named executives' cash compensation for
1996 is from incentives directly tied to Company performance.
This is largely due to the fact that Messrs. Remington and Potts
already have beneficial interest in the common shares of the
Company which should be a key incentive for performance. When
the potential future value of their current beneficial and stock
option grants are included, total compensation appears strongly
and explicitly linked to shareholder value creation.
March 18, 1997
By:
PEERLESS TUBE COMPANY
EXECUTIVE COMPENSATION AND
STOCK OPTION COMMITTEE
Brinton, S. Jervis
Leo, Frank M.
McDermott, Frank X.
Solomon, A. Louis
<PAGE>
Selection of Auditors (Item 2 on proxy card)
The Stockholders are being asked to ratify the appointment of
Goldstein Golub Kessler & Company, P.C. as independent auditors
of the Company for 1997. The Company engaged the firm of
Goldstein Golub Kessler & Company, P.C. in 1994. No member of
the firm of Goldstein Golub Kessler & Company, P.C. has any
financial interest, direct or indirect, in the Company.
A member or members of the firm of Goldstein Kessler & Company,
P.C. will be present at the Annual Meeting to answer questions
that may be asked by Stockholders and will have an opportunity to
make a statement
The Board of Directors recommends that the stockholders vote for
the ratification of Goldstein Golub Kessler & Company, P.C., as
the Company's independent auditors for the year 1997.
Other Business
The management of the Company knows of no other matters which may
come before the meeting. However, if matters other than that
referred to above should properly come before the meeting it is
the intention of the persons named in the enclosed proxy to vote
such proxy in accordance with their best judgement.
Vote Required for Approval
1. Eight (8) nominees for director receiving a plurality of
votes cast at the meeting, in person or by proxy shall be
elected.
2. All other matters require for approval the favorable vote
of a majority of the shares voted at the meeting in person
or by proxy.
Inclusion of Stockholder Proposals in the Company's 1997 Proxy
Statement
If any stockholder desires to put forth a proposal to be voted on
at the 1998 Annual Meeting of Stockholders and wishes that
proposal to be included in the Company's Proxy Statement to be
delivered to stockholders in connection with such meeting, that
stockholder must cause such proposal to be received by the
Company at its principal executive office no later than December
31, 1997.
By Order of the Board of Directors
Ann Gaccione, Secretary
Dated: June 13, 1997
