SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 26, 1998
OR
Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [No Fee Required]
For the Transition period from to
Commission file number 1-9256
PREMARK INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3461320
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1717 Deerfield Road, Deerfield, Illinois 60015
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 405-6000
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange
on Which Registered
Common Stock, $1.00 par value New York Stock Exchange
Pacific Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Pacific Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X
Aggregate market value of the Registrant's voting and non-voting common
equity held by non-affiliates, based upon the closing price of Registrant's
Common Stock on the New York Stock Exchange-Composite Transaction Listing on
March 3, 1999 ($33.3125 per share): $2,038,530,955.
As of March 3, 1999, 61,533,124 shares of the Common Stock, $1.00 par
value, of the Registrant were outstanding.
Documents Incorporated by Reference: Portions of the Proxy Statement
relating to the Annual Meeting of Shareholders to be held May 5, 1999, are
incorporated by reference into Part III of this Report.
<PAGE>
PART I
Item 1. Business
(a) General Development of Business
Premark International, Inc. (the "Registrant") is a multinational commercial
and consumer products company. The Registrant is a Delaware corporation that
was organized on August 29, 1986, in connection with the corporate
reorganization of Kraft, Inc. ("Kraft"). On October 31, 1986, the Registrant
became a publicly held company through the pro-rata distribution by Kraft to
its shareholders of all the outstanding shares of common stock of the
Registrant. On May 31, 1996, the Registrant distributed on a pro-rata basis
to its shareholders all the stock of Tupperware Corporation ("Tupperware"), a
direct seller of consumer products. On June 28, 1996, the Registrant sold all
its stock in Hartco Flooring Company. The Registrant's principal operating
subsidiaries are Hobart Corporation and its affiliates ("Hobart"); Wilsonart
International, Inc. ("Wilsonart"); The West Bend Company ("West Bend");
Florida Tile Industries, Inc. ("Florida Tile"); and Precor Incorporated
("Precor"). Hobart, organized in Delaware in 1989, is a successor to a
business originally incorporated in 1897. Hobart's predecessor was acquired in
1981 by a predecessor of the Registrant. Wilsonart and West Bend were
organized in Delaware in 1988 as separate corporations owned directly by the
Registrant, having been acquired as operating divisions by a predecessor of
the Registrant in 1966 and 1968, respectively. Wilsonart changed its name from
Ralph Wilson Plastics Company in 1995. Florida Tile, a Florida corporation
organized in 1954, was acquired in 1990. Precor, a Delaware corporation, was
organized as a Washington corporation in 1981, and was acquired in 1984 by a
predecessor of the Registrant.
(b) Financial Information About Business Segments
For certain financial information concerning the Registrant's business
segments, see Note 11 ("Segments of the Business") of the Notes to the
Consolidated Financial Statements of this Report.
(c) Narrative Description of Business
The Registrant conducts its business through its three business segments: the
Food Equipment Group, the Decorative Products Group and the Consumer Products
Group. All year-to-year comparisons have been restated to exclude Tupperware.
A discussion of the three business segments follows.
FOOD EQUIPMENT GROUP
Principal Products, Markets and Distribution
The Food Equipment Group (the "Group") is composed primarily of Hobart
Corporation and other subsidiaries of the Registrant engaged in the design,
manufacture, distribution and service of commercial equipment for warewashing,
and refrigerating, cooking, baking, weighing, wrapping and preparing food. For
the fiscal years 1998, 1997 and 1996, sales by the Group contributed
approximately 52%, 53% and 55%, respectively, of the sales of the Registrant's
businesses. Revenues from foreign operations constituted approximately 40% of
the Group's 1998 sales.
The Group's core products include warewashing equipment; refrigeration
equipment; baking and cooking equipment, such as ovens, ranges, fryers,
griddles and broilers; weighing and wrapping equipment and related systems;
and food preparation machines, such as mixers, slicers, cutters, meat saws and
grinders. Products are marketed throughout the world under the trademark
Hobart, as well as under various other trademarks including: Vulcan, Foster,
Traulsen, Baxter, MBM, Baker's Aid, Wolf, Tasselli, Stero, Adamatic, KaiRak,
Somat, Stanley Knight, Wittco, Elettrobar, Colged, Still, Inoxyform and
Ungermann. The Hobart brand represents about 70% of the Group's sales.
Food equipment products are sold to the retail food industry, including
supermarket chains, independent grocers, delicatessens, bakeries, convenience
and other food stores, and to the foodservice industry, including independent
restaurants, restaurant chains, hospitals, healthcare facilities, correctional
facilities, schools, hotels, resorts and airlines.
Food equipment products are distributed in more than 100 countries, either
through company-owned operations or through dealers, agents and distributors.
The Group is the only major food equipment manufacturer in the United States
with its own nationwide service network for the markets in which it sells,
providing not only an important source of income but also an important source
for developing new sales. The Group also has a substantial company-owned
service network outside the United States. The Group directly services its
food machines, warewashers, weigh/wrap equipment and some cooking equipment,
while authorized independent agents service refrigeration units and some
cooking equipment. For financial information regarding service revenues, see
Note 11 ("Segments of the Business") of this Report.
Major new products introduced by the Group in the United States in 1998
include a new line of Hobart slicers, a new generation of Vulcan convection
ovens, Stero and Hobart gas booster lines and a rollout of the FT-900
warewashers announced in 1997. New products also include product lines
acquired in 1998. Acquisitions are noted below.
Raw Materials and Facilities
The Group uses stainless and carbon steel, aluminum and plastics in the
manufacture of its products. These materials are readily available from
several sources, and no difficulties have been experienced with respect to
their availability. In addition to manufacturing certain component parts, the
Group also purchases many component parts, such as electrical and electronic
components, castings, hardware, fasteners and bearings. Certain manufacturers
use tooling provided by the Group for such components.
The Group owns its headquarters building and a manufacturing complex
consisting of two plants in Troy, Ohio. The Group operates 16 additional
manufacturing plants in the United States, in California, Georgia, Kansas,
Kentucky, Maryland, Michigan, New Jersey, New York, Ohio, Pennsylvania, Texas,
Virginia, Washington and Wisconsin; and a total of 12 manufacturing plants
outside the United States, in Brazil, Canada, China, France, Germany, Italy
and the United Kingdom. Most of these plants are owned.
In 1998, the Group acquired the stock of Traulsen & Co., Inc., a manufacturer
of refrigeration equipment; assets of MBM SpA, an Italian manufacturer of
cooking equipment; the assets of Kerry Inc.'s Baker's Aid business, which
manufactures commercial baking equipment; the assets of Somat Corporation, a
manufacturer of commercial waste systems for the foodservice channel; and the
stock of Wittco Foodservice Equipment, Inc., a manufacturer of warming,
holding and display cabinets for food. The Group sold operations in Italy and
Spain not material to the business. In early 1999, the Group acquired the
stock of KaiRak, Inc. and Stanley Knight Corporation, manufacturers of
fabricated products that often include refrigeration.
Competition
The Group competes in a growing worldwide market that is highly fragmented. No
single manufacturer competes with respect to all of the Group's products, and
the degree of competition varies among different customer segments and
products. In some instances the company faces strong competition from
manufacturers that specialize in particular products. Because of the longevity
of the company's products and the premium prices that they frequently command,
the company faces competition from used equipment and lower-priced products,
especially during periods of weak economic conditions.
The commercial food equipment industry is mature, with growth primarily a
function of new construction and replacement sales to existing locations, as
well as menu and format changes. The extensiveness of the Group's brand
acceptance across a broad range of products is deemed by the Registrant to be
an important competitive advantage. Another important competitive advantage is
the Group's extensive service network throughout North America and Europe, as
well as in major markets in the Far East and Latin America. Competition is
also based on numerous other factors, including product quality, performance
and reliability, price, labor savings and energy conservation.
Miscellaneous
The Group had approximately $138 million of backlog orders at the end of 1998
and $125 million at the end of 1997, after restatement of 1997 for foreign
exchange rate effects. The Group considers such orders to be firm, though
changes or cancellations of insignificant amounts may occur, and expects that
the 1998 backlog orders will be filled in 1999.
DECORATIVE PRODUCTS GROUP
Principal Products, Markets and Distribution
Wilsonart and Florida Tile make up the Decorative Products Group. The
Decorative Products Group contributed 36%, 33% and 32% of the sales of the
Registrant's businesses for the fiscal years 1998, 1997 and 1996,
respectively.
Wilsonart designs, manufactures and distributes decorative surfacing products.
Its primary surfacing product is high-pressure decorative laminate, which is
produced by compressing layers of resin-treated paper in heated, high-pressure
presses. Decorative laminate products, sold principally under the Wilsonart
trademark in more than 1,200 colors, designs and finishes, are used for
numerous interior surfacing applications, including cabinetry, countertops,
vanities, store fixtures, flooring and furniture. Approximately 50% of the
Wilsonart decorative laminate sold is used in residential applications,
primarily for surfacing kitchen and bathroom countertops and cabinetry.
Decorative laminate applications in the commercial market include office
furniture, retail store fixtures, restaurant and hotel furniture, and doors.
Wilsonart also manufactures specialty-grade laminates, including chemical-
resistant, wear-resistant and fire-retardant types. Among the specialized
applications for Wilsonart laminate are those in laboratory work surfaces,
jetways and naval vessels. In 1998, Wilsonart continued its practice of
updating its range of laminate designs.
In addition to laminate products, Wilsonart sells 1/2 inch thick and 1/8 inch
thick solid surfacing products, panels and sinks. Solid surfacing products are
used for residential and commercial surfacing applications such as tabletops
and countertops. The company also sells contact adhesives, decorative metal
surfacing products, wood and laminate-clad decorative edge moldings for
countertops and furniture, and threshold transitions for use with its flooring
products. Virtually all products are sold under the Wilsonart trademark. Some
products also employ various other trademarks, such as Lokweld for adhesives.
Wilsonart decorative products are sold throughout the United States through
wholesale building material distributors and directly to original equipment
manufacturers. Laminate flooring is sold through approximately 11,000
independent floor covering distributors and dealers. The company sells
products outside the United States through independent distributorships and
foreign subsidiaries. Products are sold in nearly 100 countries, in North
America, most of Europe, Central and South America, much of East Asia, and in
Mexico, Australia, New Zealand and South Africa.
Florida Tile manufactures glazed ceramic wall and floor tile products in a
wide variety of sizes, shapes, colors and finishes that are suitable for
residential and commercial uses. Florida Tile also manufactures unglazed
porcelain mosaic tile, which is used primarily for commercial applications.
Tile products are marketed under the Florida Tile trademark through company-
owned and independent distributors. Florida Tile also manufactures private
label products for others. Exports comprise a small portion of Florida Tile's
sales. Florida Tile also imports tile products to supplement its line of
manufactured products.
Raw Materials and Facilities
The manufacture of decorative laminates requires various raw materials,
including kraft, decorative and overlay papers, melamine and phenolic resins
and fiberboard. Each of these items is available from a limited number of
manufacturers, but Wilsonart has not experienced difficulties in obtaining
sufficient quantities.
The principal raw materials used in Florida Tile products are clay, talc,
stains and frit (ground glass), all of which are available to Florida Tile in
sufficient quantities.
Wilsonart owns and operates three laminate manufacturing facilities in Texas
and North Carolina, manufacturing plants in Germany, Canada and the United
Kingdom, and a finishing plant in China.
Wilsonart has the largest decorative laminate production capacity in North
America and one of the largest capacities in the world. Adhesives are produced
at two plants located in Texas and Louisiana. The high-pressure laminate
flooring product and the company's solid surfacing sinks are manufactured in
facilities in Texas. Other solid surfacing products are purchased under a
supply agreement. The company believes that the source of supply is reliable.
Wilsonart has 17 regional distribution centers that are geographically
dispersed throughout North America. These facilities can deliver stock items
within 24 hours. Non-stock items can be produced and delivered within seven
working days. Wilsonart also has six warehouses in Europe and Asia and four in
South Africa.
In 1998, Wilsonart acquired the Resopal and Arborite decorative laminate
businesses, including plants in Canada and Germany. In 1998, Wilsonart became
a majority participant in a joint venture that operates a leased manufacturing
plant in Thailand. Wilsonart purchased the worktop operating assets of Direct
Worktops Limited, the largest manufacturer and distributor of high-pressure
laminate worktops in the United Kingdom.
Florida Tile manufactures products in three owned manufacturing plants located
in Florida, Georgia and Kentucky. Most of Florida Tile's products are
distributed through a single facility in Kentucky to company-owned and
independent distribution outlets.
Competition
Wilsonart products are sold in highly competitive markets throughout the
world. The company's laminate and solid surfacing products compete with a
broad variety of surfacing and flooring materials. Wilsonart estimates that it
has over 50% of U.S. sales of high pressure decorative laminates and about 20%
of U.S. sales of laminate flooring. Laminate flooring has been a growing
market segment, although it still represents a small proportion of all
laminate applications and of flooring products. While Wilsonart's sales of
solid surfacing products have increased, Wilsonart estimates that its major
competitor accounts for about 75% of total sales of solid surfacing products.
Wilsonart has a relatively small portion of U.S. adhesives sales. Wilsonart
successfully competes with other companies by providing fast product delivery;
offering a broad choice of colors, designs and finishes; and emphasizing
design, quality, customer service and product development.
Florida Tile competes in a highly fragmented market with a number of other
domestic and foreign tile manufacturers, as well as sellers of marble, stone,
cast products, carpeting, resilient flooring and other types of wall and floor
covering materials. The Registrant believes Florida Tile is the second largest
U.S. ceramic tile manufacturer, with sales substantially lower than the
largest U.S. tile manufacturer. Foreign-manufactured products account for
approximately 55% of ceramic tile sales in the United States. The United
States represents only about 6% of the worldwide market for ceramic tile.
Important competitive factors in Florida Tile's business include price, style,
quality, breadth of product line and service.
Miscellaneous
The Decorative Products Group maintains a continuing program of product
development. Its efforts focus on manufacturing processes, as well as on
product design, quality, performance and durability, product enhancement, and
product applications. Development of component materials for laminate, solid
surfacing and ceramic tile products is generally performed by the companies
providing those materials.
The Group's products are sold for new construction and remodeling, in both the
residential and commercial markets. As a consequence, the Group's sales are
affected by the seasonality of the new construction and remodeling industries
and prevailing interest rates.
CONSUMER PRODUCTS GROUP
Principal Products, Markets and Distribution
The Consumer Products Group consists of West Bend and Precor. It contributed
12%, 14% and 13% of the sales of the Registrant's business for the fiscal
years 1998, 1997 and 1996, respectively.
West Bend designs, manufactures and sells small electric appliances, such as
bread makers, electric skillets, griddles, slow cookers, woks, corn poppers,
beverage makers, mixers and electronic timers, under the West Bend trademark.
West Bend also manufactures and sells high-quality stainless steel cookware
and a line of household water distillers. During 1998, West Bend continued to
expand its product lines and introduced two bread makers, a line of crockery
cookers and a toaster oven broiler.
Precor manufactures aerobic physical fitness equipment, such as treadmills,
elliptical crosstrainers, low-impact climbers, exercise cycles and stretch
training devices, all of which are marketed under the Precor trademark. In
1998, Precor introduced a line of anaerobic fitness equipment through its
acquisition of Pacific Fitness Corporation, noted below. Those products are
sold under the Pacific Fitness trademark.
West Bend small appliances are sold primarily in the United States and Canada,
directly to mass merchandisers, department stores, hardware stores, warehouse
clubs and catalog showrooms. West Bend's stainless steel cookware and
household water distillers are sold to consumers by independent distributors
through dinner parties and by other direct sales methods. Cookware is sold in
about 20 countries, under 34 brand names.
Precor and Pacific Fitness equipment for home use is sold primarily through
specialty fitness equipment retail stores. Precor and Pacific Fitness
commercial equipment is sold through specialty equipment fitness dealers and
directly to major fitness clubs. About a quarter of Precor's products are sold
outside the United States, in Canada, Asia, Europe, Latin America and the
Middle East. Those products are sold primarily through independent
distributors. About 60% of Precor's revenue is derived from sales of products
for club use, with the remainder coming from sales of products for home use.
Raw Materials and Facilities
West Bend uses aluminum, stainless steel, plastic resins and other materials
in the manufacture of its products. Precor uses carbon steel, stainless steel,
aluminum, electronic components and other materials in the manufacture of its
products. Generally, neither West Bend nor Precor has experienced any
significant difficulties in obtaining any of these raw materials or products.
West Bend owns and operates two manufacturing plants in Wisconsin and Mexico.
Precor maintains three leased plants in the state of Washington. In 1998,
Precor acquired Pacific Fitness Corporation, a supplier of high-end strength
training machines for home and health club use, with a manufacturing plant in
California.
Competition
Products sold by West Bend and Precor compete with products sold by numerous
other companies of various sizes in highly competitive markets. The small
appliance business is a mature industry, with growth dependent in large
measure on developing new products, entering new product categories and
satisfying the needs of large mass merchandisers. Low-priced imports are of
increasing significance in the business. Many product life cycles in the home
fitness business are relatively short, creating a continuing need for product
development. Important competitive factors in this segment include price,
customer service, development of new products and product features, quality,
name recognition, innovative design, product performance, just-in-time
delivery and warranties.
Miscellaneous
The small appliance industry is dependent on gift-giving for a substantial
portion of its sales. West Bend's housewares sales in the fourth quarter
typically are significantly higher due to the gift-giving season. Precor's
business for home products is significantly higher in the first and fourth
quarters, when winter weather forces more people to exercise indoors. The
Consumer Products Group is dependent on two customers for approximately one-
quarter of its revenues.
OTHER INFORMATION RELATING TO THE BUSINESS
Trademarks and Patents
The Registrant considers trademarks and patents to be of importance to its
businesses. The Registrant's trademarks are among the leading brand names for
many of its product lines. The Registrant maintains registrations on its most
important trademarks. Its businesses have followed the practice of applying
for patents in the United States and other countries with respect to most of
the significant patentable developments. They now own several hundred patents
relating to their products. The remaining duration of these patents varies. In
certain cases, the Registrant has elected common law trade secret protection
in lieu of obtaining patent protection. In addition, the Registrant's
businesses have licenses under patents owned by others. No business is
dependent to any material extent upon any single patent, trademark, license or
trade secret or group of patents, trademarks, licenses or trade secrets.
Research and Development
For fiscal years ended 1998, 1997 and 1996, the Registrant spent approximately
$51 million, $46 million and $39 million, respectively, on research and
development activities.
Environmental Laws
Compliance by the Registrant's businesses with federal, state and local
environmental protection laws has not in the past had, and is not expected to
have in the future, a material effect upon its capital expenditures,
liquidity, earnings or competitive position. The Registrant expects to expend
less than $200,000 through 2000 on capital expenditures related to
environmental facilities. In 1998, the Registrant had approximately $300,000
of capital expenditures for environmental facilities, and approximately
$400,000 of remedial expenditures for environmental sites. See Item 3 for a
further discussion of environmental matters.
Employees
The Registrant and its subsidiaries employ approximately 19,300 people.
Approximately 22% of the Registrant's employees are affiliated with one of the
several unions with which the Registrant's subsidiaries have collective
bargaining agreements. In recent years, there has been no major effort to
organize additional persons working for the Registrant's businesses, and there
have been no significant work stoppages. The Registrant considers its
relations with its employees to be good.
Properties
The principal executive offices of the Registrant are located in Illinois and
are leased. Most of the principal properties of the Registrant and its
subsidiaries are owned, and none of the owned principal properties is subject
to any encumbrance material to the consolidated operations of the Registrant.
The Registrant considers the condition and extent of utilization of the
plants, warehouses and other properties in its respective businesses to be
generally good, and the capacity of its plants and warehouses generally to be
adequate for the needs of its businesses.
Miscellaneous
Except as disclosed above in the narrative descriptions of the Registrant's
business segments, none of the Registrant's businesses is seasonal, has
working capital practices or backlog conditions material to an understanding
of its businesses, is dependent on a small number of customers, or is subject
to renegotiation of profits or termination of contracts or subcontracts at the
election of the federal government. Since the Registrant has substantial sales
outside the United States, changes in currency exchange rates can affect the
business.
(d) Financial Information about Foreign and Domestic Operations
For information concerning foreign and domestic operations, see Note 8
("Income Taxes") and Note 11 ("Segments of the Business") of this Report. For
information concerning Registrant's discontinued Tupperware operation, see
Note 2 ("Distribution of Tupperware to Shareholders") of this Report.
Executive Officers of the Registrant
Following is a list of the names and ages of all the Executive Officers of the
Registrant, indicating all positions and offices with the Registrant held by
each such person, and each such person's principal occupations or employment
during the past five years. Each such person has been elected to serve until
the next annual election of officers of the Registrant, which is expected to
occur on May 5, 1999.
Name and Age Positions and Offices Held and Principal
Occupations or Employment During
Past Five Years
James M. Ringler (53) Chairman of the Board, Chief Executive Officer
and President since October 1997, after having
served as Chief Executive Officer and President
since May 1996. Prior thereto, Mr. Ringler was
President and Chief Operating Officer.
Joseph W. Deering (58) Group Vice President of Premark and President of
Premark's Food Equipment Group.
William R. Reeb (51) Group Vice President of Premark, President of
Premark's Decorative Products Group and
President of Wilsonart, since January 1999.
Prior thereto, Mr. Reeb was Corporate Vice
President since November 1994, and President
of Wilsonart since August 1993.
Thomas W. Kieckhafer (60) Corporate Vice President of Premark and
President of The West Bend Company.
John M. Costigan (56) Senior Vice President, General Counsel and
Secretary.
Lawrence B. Skatoff (59) Senior Vice President and Chief Financial
Officer.
Raymond Barbosa (44) Vice President, Taxes and Tax Counsel since May
1996, prior to which Mr. Barbosa was Tax
Counsel.
L. John Fletcher (55) Vice President, Assistant General Counsel
and Assistant Secretary since May 1996, prior to
which Mr. Fletcher was Vice President and
Assistant General Counsel.
Isabelle C. Goossen (47) Vice President and Treasurer since August 1996,
after having served as Vice President, Financial
Relations since January 1996, Vice President,
Planning since June 1994, and Director of
Financial Relations prior thereto.
Robert W. Hoaglund (60) Vice President and Controller since January
1996. Prior thereto, Mr. Hoaglund was
Vice President, Control & Information Systems.
H. Kirk Mueller (45) Vice President, Human Resources since August
1998, after having served as Director of Human
Resources since 1995, and Director of Executive
Compensation prior thereto.
Anthony C. Scolaro (50) Vice President, Planning and Business
Development since January 1996. Mr. Scolaro
was Corporate Development Vice President at
Ecolab, Inc., from 1994 to 1996 and was
Assistant to the President at Rykoff-Sexton,
Inc., prior thereto.
Item 2. Properties
For information concerning material properties of the Registrant and its
subsidiaries, see the information in Section (c) ("Narrative Description of
Business") of Item 1 above, particularly the information in the paragraph
titled "Properties" under the caption "Other Information Relating To The
Business."
Item 3. Legal Proceedings
The Registrant and its subsidiaries have pending against them a number of
legal and administrative proceedings. Among such proceedings are those
involving the discharge of materials into or otherwise relating to the
protection of the environment. Certain of such proceedings involve federal
environmental laws such as the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as well as state and local laws. The
Registrant establishes reserves with respect to certain of such matters.
Because of the involvement of other parties and the uncertainty of potential
environmental impacts, the eventual outcomes of such actions and the cost and
timing of expenditures cannot be estimated with certainty. It is not expected
that the outcome of such proceedings, either individually or in the aggregate,
will have a materially adverse effect upon the Registrant's consolidated
financial position or operations.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Stock price information is set forth in Note 13 ("Quarterly Summary
(unaudited)") of this Report. Other matters are set forth in Note 14
("Shareholders' Rights Plan") of this Report. As of March 3, 1999, the
Registrant had 17,799 shareholders of record.
Item 6. Selected Financial Data
The information under the caption "Selected Financial Data" appears on pages
30 to 33 of this Report.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
In November 1995, the company's Board of Directors authorized management to
proceed with a plan to establish Tupperware Corporation ("Tupperware") as an
independent company through a stock distribution to Premark's shareholders
("Distribution Agreement"). The distribution was effected on May 31, 1996.
Tupperware has been reported as a discontinued operation in these financial
statements. The information contained in this financial review should be read
in conjunction with the consolidated financial information on pages 35 to 52
of this Report.
RESULTS OF OPERATIONS
Net Sales
Sales rose by 14% to a record $2.7 billion in 1998, from $2.4 billion in 1997,
reflecting several acquisitions made by the company during the year along with
improvements at Wilsonart, the Food Equipment Group, Precor and Florida Tile.
Adjusting for the effect of acquisitions, sales grew 5%. The effect of
foreign exchange rate changes on sales was minimal. In 1997, sales increased
by 6% to $2.4 billion, from $2.3 billion in 1996, reflecting improvements at
Wilsonart, the Food Equipment Group, Precor and West Bend. These increases
more than offset a decline at Florida Tile and the absence of sales at Hartco
Flooring, which was sold in the second quarter of 1996. In 1998, 27% of net
sales were foreign-based, versus 24% in 1997. Foreign operations generated
11% and 2% of segment profit in 1998 and 1997, respectively.
Costs and Expenses
The cost of products sold in relation to sales was 63.0%, 63.4% and 63.7% in
1998, 1997 and 1996, respectively. The ratio improved in 1998 compared with
1997 because manufacturing efficiencies at the Food Equipment Group's domestic
operations and the absence of provisions in 1997 to realign operations in
Europe and close plants in France and Australia. Partially offsetting these
positive effects were high manufacturing costs at Wilsonart's acquisitions and
lower production levels at Florida Tile. The improved ratio in 1997 compared
with 1996 was the result of lower manufacturing costs at Wilsonart and a
favorable product mix at Precor. These factors were somewhat offset by
manufacturing inefficiencies at the Food Equipment Group's domestic operations
as production was being shifted between plants, as well as the provisions
mentioned above. In addition, lower production levels at Florida Tile and
lower pricing at West Bend affected the comparison.
Delivery, sales and administrative expenses as a percentage of sales were
28.3%, 29.3% and 29.1% in 1998, 1997 and 1996, respectively. The improved
ratio in 1998 compared with 1997 is due to lower marketing expenses as a
percent of sales at the Food Equipment Group and lower marketing and warehouse
expenses as a percent of sales at Wilsonart. These savings were somewhat
offset by higher new product development costs at Precor.
Net Interest Expense
Interest expense, net of interest income, was $11.2 million in 1998, $4.9
million in 1997 and $9.3 million in 1996. The increase in net interest
expense in 1998 over 1997 was due to a higher net debt position as a result of
the placement of $150 million of long-term debt in November and less cash
being invested in interest-bearing instruments. For part of 1996, net
interest expense reflects interest accrued and earned on all of Premark's
borrowings and invested cash, excluding amounts that were owed or held by
Tupperware. In 1996, debt levels fell significantly as a result of the
special dividend paid to Premark by Tupperware on May 24, 1996, as well as
cash received from the sale of Hartco. The drop in net interest expense in
1997 over 1996 represents a full year of lower debt levels.
Tax Rate
The effective tax rates for 1998, 1997 and 1996 were 38.0%, 40.6% and 49.8%,
respectively. The 1996 rate reflects the company's potential inability to
realize the full tax benefit associated with the loss on the sale of Hartco.
Excluding the Hartco loss, the 1996 effective rate was 38.9%. The higher 1997
rate as compared with both 1998 and 1996 represents the inability to realize
fully the tax benefit of the charge associated with the global restructuring
of the Food Equipment Group.
Net deferred tax assets, net of valuation allowances, were $107.5 million at
December 26, 1998, an increase of $12.4 million from net deferred tax assets
of $95.1 million in 1997. The valuation allowance is recorded primarily as
reserves for foreign operating losses and domestic capital loss carryforwards.
Income from Continuing Operations
For 1998, net income grew 31% to a record $136.1 million, or $2.11 per diluted
share, from $103.8 million, or $1.59 per diluted share in 1997. An
improvement in profitability at the Food Equipment Group and Wilsonart,
coupled with the absence of a provision for global restructuring at the Food
Equipment Group, more than offset declines at Florida Tile and West Bend, as
well as higher net interest expense. Income from continuing operations rose
83% to $103.8 million in 1997 from $56.7 million in 1996, due in part to the
loss on the sale of Hartco. Excluding that loss, income from operations would
have risen nearly 9% from $95.4 million, as a result of a significant
improvement at Wilsonart and Precor, coupled with lower net interest and
corporate staff expenses. Partially offsetting these increases were the
provisions for restructuring at the Food Equipment Group, a loss at Florida
Tile and a decline in profitability at West Bend.
SEGMENTS
FOOD EQUIPMENT GROUP
Sales and Segment Profit 1998 versus 1997
The Food Equipment Group's 1998 sales of $1.411 billion were a record, rising
nearly 10% from 1997 sales of $1.286 billion. On a local currency basis,
sales grew in all geographic sectors, aided by the full year impact of the
1997 acquisitions of Eurotec and Baxter, as well as the acquisitions completed
in 1998. The improvement was partially offset by the unfavorable effect of
foreign exchange. Segment profit jumped 59% to a record $114.2 million in
1998 from $71.9 million in 1997, due in part to the absence of a $20.6 million
provision taken last year related to the restructuring of the international
operations. For 1998 and 1997, respectively, the Food Equipment Group
accounted for 52% and 53% of sales, and 47% and 38% of segment profit.
Regional Results
Sales in the United States rose 14% in 1998 to a record $850.1 million due to
the full year impact of the 1997 purchase of Baxter, along with the results of
the 1998 acquisitions of Somat Corporation, Wittco Foodservice Equipment,
Inc., Traulsen & Co., Inc. and Baker's Aid, Inc. Excluding the revenues of
these companies, sales would have increased 4%. Improvements in Hobart,
Vulcan-Hart and Wolf more than offset a drop in export revenue. Segment
profit, also a record, increased 27% to $84.0 million in 1998 from $66.1
million in 1997. Excluding acquisitions, segment profit rose 20% on higher
volume, manufacturing efficiencies and lower selling and administrative
expenses as a percent of sales.
European sales rose by $27.8 million in 1998 to a record $457.9 million, a 6%
increase from 1997. The effect of foreign exchange rates was negligible. The
growth reflected the full year impact of Eurotec, which was acquired in 1997;
the acquisition of MBM SpA in 1998; as well as improvements in the United
Kingdom and Germany, which offset a decline in France and lower export sales.
Segment profit rose significantly to $26.7 million from $2.7 million in 1997,
mainly due to the absence of 1997's $17.8 million provisions for restructuring
and reduction in force. Absent these expenses, segment profit rose $6.2
million, or 30%, on higher sales noted above.
Sales by the group's other international operations of $103.2 million declined
4% from $107.9 million in 1997 due to the weakness of the Asian markets. On a
local currency basis, sales rose 3%, as higher revenues in Canada and Latin
America, especially Mexico, offset a significant decline in the Asia Pacific
region, especially Hong Kong where a major project was completed in 1997.
Segment profit rose to $3.5 million from $3.1 million in 1997, despite lower
production volume and costs incurred to close a parts warehouse in Canada in
1998, as well as the effect of lower volume in the Asia Pacific markets. In
1997 results were impacted by a $2 million provision to close the Australian
plant, inventory adjustments in Australia and Brazil, and an $0.8 million
provision for restructuring.
1997 versus 1996
Sales by the Food Equipment Group of $1.286 billion rose nearly 4% from 1996
sales of $1.238 billion. Growth occurred in all geographic sectors, aided by
the acquisitions of Eurotec and Baxter. The increase was partially offset by
the unfavorable impact of foreign exchange. Segment profit, however, fell 8%
to $71.9 million from $77.9 million in 1996, as a result of $20.6 million in
provisions related to restructuring of the international operations and
reductions in force.
DECORATIVE PRODUCTS GROUP
Sales and Segment Profit 1998 versus 1997
The Decorative Products Group's 1998 sales of $996.0 million increased 26%
from 1997 sales of $790.2 million, due principally to growth at Wilsonart.
Segment profit of $98.3 million increased 19% from $82.4 million in 1997 as a
result of substantial improvement at Wilsonart, partially offset by a larger
loss at Florida Tile. For 1998 and 1997, respectively, the Decorative
Products Group accounted for 36% and 33% of sales, and 40% and 43% of segment
profit.
Wilsonart's sales in 1998 rose 31% over 1997 to record levels, due in part to
the acquisition of the Resopal and Arborite decorative laminate businesses at
the beginning of the year, as well as the purchase of Direct Worktops Limited
in October. Absent those acquisitions, sales rose 12% reflecting higher
volume in its laminate, flooring and solid surfacing product lines. As a
result of higher sales, Wilsonart's segment profit increased 27%, more than
offsetting higher laminate and solid surfacing product costs, as well as
increased marketing and distribution expenses associated with the higher
volume and expansion overseas.
Florida Tile's sales rose 6% from 1997 due to expansion of company-owned
distribution centers and despite competitive pricing pressures. Nevertheless,
Florida Tile reported a higher segment loss due to lower production intended
to reduce inventory levels, as well as higher expenses incurred due to the
increased number of company-owned distribution centers.
1997 versus 1996
The Decorative Products Group had 1997 sales of $790.2 million, 8% above 1996
sales of $730.4 million. Excluding Hartco, which was sold in mid-year 1996,
sales of the continuing businesses grew 15% as growth at Wilsonart offset a
decline at Florida Tile. Segment profit of $82.4 million rose substantially
from $28.5 million in 1996 as a result of the $43.1 million pretax loss on the
sale of Hartco. Excluding that loss, segment profit would have increased 15%
from $71.6 million, on an increase at Wilsonart, which more than offset a loss
at Florida Tile.
CONSUMER PRODUCTS GROUP
Sales and Segment Profit 1998 versus 1997
Sales of the Consumer Products Group in 1998 were $331.9 million compared with
$330.6 million in 1997 on significantly higher volume at Precor, which was
partially offset by a decline at West Bend. Segment profit in 1998 declined
12% to $32.0 million from $36.3 million in 1997 as the lower results at West
Bend more than offset higher volume at Precor. For 1998 and 1997,
respectively, the Consumer Products Group accounted for 12% and 14% of sales,
and 13% and 19% of segment profit.
West Bend sales fell 12% from 1997, as lower housewares volume and competitive
pricing on bread makers offset slightly improved pricing in direct-to-the-home
products. Segment profit fell substantially from 1997 as a result of lower
housewares sales and production volume, offset somewhat by lower operating
expenses.
Precor sales for 1998 were a record, rising 28% from 1997 due in part to the
purchase in October of Pacific Fitness Corporation. Excluding the
acquisition, sales rose 24%. Improvement in both the club and home markets in
the United States, driven by the success of the elliptical cross trainer
product and commercial treadmills, along with stronger international results,
led the growth. Record segment profit reflected the higher sales volume
despite increased selling and advertising expenses and new product development
costs.
1997 versus 1996
Consumer Product Group sales of $330.6 million in 1997 rose 11% from 1996
sales of $298.8 million primarily reflecting a significant increase at Precor.
Segment profit in 1997 grew 11% to $36.3 million from $32.6 million in 1996
due to higher sales volume at Precor, which more than offset lower results at
West Bend.
FINANCIAL CONDITION
Liquidity and Capital Resources
In early fiscal 1998, the company completed the acquisition of the Resopal and
Arborite decorative laminate businesses for approximately $16 million
including the assumption of $6 million of debt. In addition, the company
purchased the assets of Somat Corporation for approximately $4 million and the
stock of Wittco Foodservice Equipment, Inc. for approximately $6 million. In
the second quarter, the company completed the acquisition of Traulsen & Co.,
Inc. for approximately $42 million including the assumption of $4 million of
debt. In the fourth quarter, the company acquired MBM SpA for approximately
$30 million including the assumption of $4 million of debt; Pacific Fitness
Corporation for $7 million; certain assets of Direct Worktops Limited for $60
million and the assets of Baker's Aid, Inc. for approximately $9 million.
Subsequent to fiscal year end, the company purchased Stanley Knight
Corporation and KaiRak, Inc. for $4 million and $5 million, respectively.
Funds used to purchase these companies came from available cash and issuance
of long-term debt.
In 1996, under the Distribution Agreement, Premark received a special dividend
of $284.9 million, which was used to reduce substantially the company's
outstanding debt. In addition, in June the company completed the sale of its
Hartco subsidiary for $35.8 million cash and disposition of debt.
The total debt-to-capital ratio at the end of 1998 was 22.0% compared with
12.3% at the end of 1997. The higher ratio compared with last year is due to
the increase in domestic long-term debt as a result of the issuance of $150
million of 10-year notes in November 1998. As of December 26, 1998, unused
lines of credit were $427.9 million including $250 million under a revolving
credit agreement that expires in October 2002. Future cash flows, lines of
credit and other short-term financing are expected to be adequate to fund
operating and investing activities.
The company is required by its debt covenants to maintain consolidated net
worth of at least $550 million and to maintain consolidated debt at no more
than 50% of total capitalization. It is limited in the amount of debt that
its subsidiaries may hold and the amount of liens that may be created or
assumed. The company has been and continues to be in compliance with all of
its debt covenants.
Working capital was $606.7 million at the end of 1998, compared with $532.1
million and $594.4 million at the end of 1997 and 1996, respectively. The
current ratio was 2.0-to-1 at both the end of 1998 and 1997, compared with
2.3-to-1 the end of 1996. The major differences in the components of working
capital in 1998 versus 1997 are increases in accounts receivable, inventories,
accounts payable and accrued liabilities due principally to the inclusion of
recent acquisitions, but also reflecting higher sales. The primary components
of the decrease in working capital in 1997 versus 1996 were lower cash and
cash equivalents, as well as short-term investments, as a result of funds used
to purchase Eurotec and Baxter. Accounts receivable, inventories and accounts
payable increased over 1996 due to higher sales, the inclusion of recent
acquisitions and further international expansion by the Food Equipment Group
and Wilsonart.
Operating Activities
Cash provided by operating activities was $180.0 million in 1998 compared with
$165.9 million in 1997 and $162.4 million in 1996. The 1998 improvement was
due to higher net income, as well as lower growth in inventories and accounts
receivable. The inventory variance was generated principally at Wilsonart and
Florida Tile. Somewhat offsetting this improvement were lower accounts
payable and accrued liabilities due in part to lower inventory purchases and
the reduction in accruals set up in 1997 for the global restructuring of the
Food Equipment Group, as well as higher income tax payments. The 1997
increase was due to higher net income and higher accounts payable, as well as
the use of cash in 1996 for the payment of expenses related to the spin-off of
Tupperware. Mostly offsetting this increase were higher uses of cash for
accounts receivable and inventory, mainly reflecting the growth of the
businesses.
Investing Activities
For 1998, 1997 and 1996, respectively, capital expenditures amounted to $108.2
million, $81.4 million and $84.1 million. The growth in 1998 compared with
1997 reflects higher spending for plant and product expansion at Wilsonart.
The slight decrease in 1997 compared with 1996 reflects lower spending at the
Food Equipment Group and Florida Tile, partially offset by an increase in
spending at Wilsonart. Capital expenditures are expected to be approximately
$100 million in 1999.
Dividends
Dividends declared per common share were 39 cents in 1998, 35 cents in 1997
and 73 cents in 1996. Quarterly dividends increased to 10 cents and 9 cents
in the second quarters of 1998 and 1997, respectively. The quarterly dividend
was adjusted to 8 cents in the third quarter of 1996 as a result of the spin-
off of Tupperware.
Share Repurchases
In August 1996, the company announced the authorization by its Board of
Directors for the repurchase of 6 million of its shares of common stock, with
volume and timing to depend on market conditions. Purchases will be made in
the open market or through other transactions and will be financed through
available cash, cash flow from operations or issuance of additional debt.
Under this plan, through December 26, 1998, and March 3, 1999, respectively,
the company has repurchased 3,575,000 shares and 4,015,000 shares at an
average price of $28 and $29, respectively. The company's previous stock
repurchase plan, announced in August 1995, was terminated prior to June 1996.
Under that plan, the company had repurchased 588,000 shares before the
Distribution at an average cost of $51 per share.
Impact of Inflation
Inflation as measured by the Consumer Price Index has continued at a low level
in the United States. The company did not experience any significant cost
increases during 1998 or 1997.
New Accounting Standards
In June 1998, Statement of Financial Accounting Standards No. 133 (SFAS No.
133), "Accounting for Derivative Instruments and Hedging Activities," was
issued. This statement is required to be adopted for fiscal years beginning
after June 15, 1999. The statement requires that all derivatives be recorded
at fair value (marked to market) on the balance sheet. Accounting for gains
and losses arising from changes in the fair value of a derivative would depend
upon the intended use of the derivative. For a derivative designated as a
hedge of an asset, liability, or a firm commitment that is subject to exposure
to changes in fair value, the gain or loss would be recognized in earnings in
the period of change, together with the offsetting loss or gain on the hedged
item. For a derivative designated as a hedge of cash flows of a forecast
transaction, the gain or loss would be included in comprehensive
income and recognized in earnings in the same period that the scheduled
transaction occurs. For a derivative designated as a hedge of the net
investment in a foreign operation, the gains and losses would be included in
comprehensive income. Finally, gains and losses for all other derivatives
that cannot be designated as a hedge would be recognized in earnings in the
period of change. The company does not anticipate that there will be a
material impact on the results of operations or financial position as a result
of the adoption of SFAS No. 133.
Year 2000
The company continues to address actively the risks that the Year 2000 issue
could have on its computer systems and applications, manufacturing tools and
equipment, personal computers, communication systems and other date-sensitive
equipment. The company's remedial efforts include the utilization of both
internal and external resources to identify and test systems and equipment for
Year 2000 compliance and to reprogram or replace them when necessary. It is
presently anticipated that most of this effort will be completed by mid-1999.
The company's remedial efforts are traced by regular progress reports that
will continue throughout 1999. In addition, the company has engaged an
outside consultant to provide an independent analysis of its Year 2000
remediation efforts.
The company has also initiated formal communications with its significant
suppliers, major customers and other third-party providers to determine the
extent to which the company's systems and operations are vulnerable to any
failure by those third parties to remediate their own Year 2000 problems.
There can be no guarantee, however, that the systems of other companies will
be converted in a timely manner and would not have an adverse effect on the
company. Nevertheless, management believes that ongoing communication with,
and assessment of, these third parties will minimize these risks. The company
has determined it has no exposure to contingencies related to the Year 2000
issue for the products it has sold.
Although the company does not anticipate that significant business
interruption will occur as a result of Year 2000 issues, there can be no
assurance that complete Year 2000 compliants will be achieved by the end of
1999. A "worst case scenario" would include, but would not be limited to, the
inability to process normal business transactions, hardware failures and the
failure of infrastructure services provided by government agencies and other
third-party suppliers including power, water and transportation. In addition,
failures could be more severe in countries outside the United States where the
company conducts business. Contingency plans will be developed for any
matters not resolved in 1999 that could have a material negative impact and
plans will be finalized in the second half of 1999.
The total cost of the company's Year 2000 activities is estimated to be $17
million, which includes $11.8 million incurred through 1998, and will be
funded through operating cash flows. These costs are expensed as incurred.
The costs of the compliance effort and the date by which the company believes
it will complete the Year 2000 modifications are based upon management's best
estimates. There can be no guarantee that these estimates will be achieved,
however, and actual results could differ materially from those anticipated.
Adoption of the Euro
On January 1, 1999, 11 member countries of the European Union adopted the
euro, fixing conversion rates between those countries' existing national
currencies and the euro. Until January 1, 2002, either the euro or a
participating country's legacy currency will be accepted as legal currency.
Beginning on January 1, 2002, euro-denominated bills and coins will be issued
and legacy currencies will be withdrawn from circulation.
The company currently is able to transact business in both the euro and the
various legacy currencies, but there are no plans to convert to strictly euro-
based transactions before 2001. Costs to convert to the euro, both from an
information technology viewpoint, as well as non-systems related costs, are
immaterial. There should be no impact of the adoption of the euro on existing
contracts.
A company task force is assessing the potential impact from the euro
conversion including (1) the competitive impact of cross-border pricing; (2)
the impact on currency exchange costs and currency exchange rate risk; and (3)
the effect on intracompany transfer pricing. Since the task force is still in
its assessment phase, the company cannot yet fully predict the anticipated
impact of the euro conversion on the company.
Cautionary Statement
Section 21E of the Exchange Act provides a safe harbor for forward-looking
statements to encourage companies to provide prospective information about
their companies. Forward-working statements speak only as of the date on which
they are made, are not representations of future actions or results, and
caution should be used in considering them in making investment decisions.
Risk factors include the factors noted in Item 1 "Business," Item 3 "Legal
Proceedings" and Item 7 "Management's Discussion and Analysis of Financial
Condition and Results of Operation."
Item 7A Quantitative and Qualitative Disclosures About Market Risk
Foreign Exchange Risks
The company has a number of manufacturing sites throughout the world and
markets its products in more than 100 countries. The company faces
transactional currency exposures that arise when its U.S. or foreign
subsidiaries enter into transactions denominated in currencies other than
their local currency. The major foreign currencies in which foreign exchange
currency risk exists are the British pound sterling, French franc, German
mark, Canadian dollar and Italian lira. The company also faces currency
exposure that arises from translating the results of its global operations to
the U.S. dollar at exchange rates that have fluctuated from the beginning of
the period. In 1998, sales outside the United States accounted for
approximately 27% of worldwide sales. While the dollar strengthened against
most currencies during the early part of the year, it weakened against the
European currencies towards the end of 1998. The overall strengthening of the
dollar reduced sales by less than 1%. The effect of foreign exchange reduced
1998 segment profit by less than 1%. Assets and liabilities of foreign
subsidiaries are translated at exchange rates at the balance sheet date as
more fully explained in Note 1 of the Notes to Consolidated Financial
Statements. The resulting translation adjustments are included in the
"Accumulated other comprehensive income" component of Shareholders' equity.
During 1998, translation adjustments increased stockholders' equity by $5.0
million.
The company uses derivative financial instruments, principally foreign
currency forward purchase and sale contracts with terms generally less than
one year, to hedge its exposure to changes in foreign currency exchange rates.
The company's primary exposure to changes in foreign currency rates results
from intercompany loans made between the U.S. and its foreign affiliates to
minimize the need for borrowings from third parties. Additionally, the
company occasionally enters into foreign currency forward purchase and sale
contracts to lessen its exposure to changes in exchange rates on intercompany
purchases of inventory. See Note 7 of the Notes to the Consolidated Financial
Statements for a description of outstanding foreign exchange contracts as of
December 26, 1998 and December 27, 1997. The company does not enter into
derivative financial instruments for speculative purposes.
Holding other variables constant, if the dollar weakened by 10%, the market
value of foreign currency contracts outstanding at December 26, 1998, would
decrease by approximately $4.6 million. Such losses would be substantially
offset by gains from the revaluation or settlement of the underlying positions
hedged.
Interest Rate Sensitivity
The company is exposed to interest rate risk through its borrowing activities
and its investment in marketable securities. The company may from time to
time use U.S. dollar-denominated commercial paper and borrowings, as well as
foreign currency-denominated borrowings to fund its working capital and
investment needs. As of December 26, 1998, there were no U.S. short-term
borrowings. Most short- and long-term borrowings are at fixed rates, as are
all marketable securities. There is inherent roll-over risk for borrowings
and marketable securities as they mature and are renewed at the then current
market rates. Most of the company's debt is long-term in nature, and there
are no current plans to redeem long-term debt obligations before their stated
maturities. Thus, the company is not exposed to fair value risk from interest
rate changes on that debt. The company presently does not use derivative
instruments to adjust its interest rate risk.
Using a yield-to-maturity analysis and assuming an increase in interest rates
of 50 basis points (about 10% movement in interest rates) with the December
26, 1998 level of marketable securities and short-term debt, the potential
decrease in fair value would be $0.7 million and $0.1 million, respectively.
Conversely, a decrease in interest rates of 50 basis points would potentially
increase the fair value of marketable securities and short-term debt by $0.7
million and $0.1 million, respectively.
Item 8. Financial Statements and Supplementary Data
(a) The required information is included in Item 14(a)(1) and (2) of
this Report.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
Information regarding the Directors of the Registrant is set forth under the
sub-caption "Board of Directors" appearing under the caption "Election of
Directors" in the Proxy Statement relating to the Annual Meeting of
Shareholders to be held on May 5, 1999, and is incorporated by reference into
this Report. Information regarding the Executive Officers of the Registrant is
included in Part I hereof under the caption "Executive Officers of the
Registrant," in reliance upon General Instruction G to Form 10-K and
Instruction 3 to Item 401(b) of Regulation S-K.
Item 11. Executive Compensation
Information regarding this item is set forth under the caption "Compensation
of Directors" in the Proxy Statement relating to the Annual Meeting of
Shareholders to be held on May 5, 1999, and is incorporated by reference into
this Report. The information relating to executive officers' compensation
under the headings "Summary Compensation Table," "Stock Options," "Long-Term
Incentive Plan Awards" and "Pension Plans" of such Proxy Statement is
incorporated by reference into this Report.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information regarding this item is set forth under the captions "Security
Ownership of Certain Beneficial Owners" and "Security Ownership of Management"
in the Proxy Statement relating to the Annual Meeting of Shareholders to be
held on May 5, 1999, and is incorporated by reference into this Report.
Item 13. Certain Relationships and Related Transactions
None.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
On Form 8-K
(a)(1) and (a)(2)
Information regarding this requirement is set forth in the Financial Table of
Contents on page 29 of this Report under the heading "Financial Statements"
and in Exhibit 99.1.
(a)(3) List of Exhibits: (numbered in accordance with Item 601 of Regulation
S-K)
Exhibit
Number Description
*3.1 Restated Certificate of Incorporation, as restated effective
October 31, 1986 (Exhibit 3.1 to the Registrant's Annual Report
on Form 10-K for the year ended December 27, 1997)
*3.2 Amended By-Laws (Exhibit 3 to the Registrant's Quarterly Report
on Form 10-Q for the period ending September 26, 1998)
*4.1 Rights Agreement and Exhibits dated November 6, 1996 (Exhibit 1
to the Registrant's Current Report on Form 8-K dated November 22,
1996)
*4.2 Form of Indenture (Revised) in connection with the Registrant's
Form S-3 Registration Statement No. 33-35137 and Form S-3
Registration Statement No. 333-62105 (Exhibit 4.2 to the
Registrant's Annual Report on Form 10-K for the year ended
December 28, 1996)
*10.1 $250,000,000 Credit Agreement amended as of October 3, 1997
(Exhibit 10.1 to the Registrant's Annual Report on Form 10-K
for the year ended December 27, 1997)
Compensatory Plans or Arrangements (10.2-10.6)
*10.2 Premark International, Inc. 1994 Incentive Plan (Exhibit 4.1 to
the Registrant's Form S-8 Registration Statement No. 33-53561
dated May 4, 1994)
*10.3 Premark International, Inc. Supplemental Plan, as amended and
restated effective April 1, 1997 (Exhibit 10.3 as to the
Registrant's Form 10-K for the year ended December 27, 1997)
*10.4 Premark International, Inc. Change of Control Policy, as amended
in 1996 (Exhibit 10.7 to the Registrant's Annual Report on Form
10-K for the year ended December 28, 1996)
*10.5 Form of Employment Agreement entered into between the Registrant
and certain executive officers (Exhibit 5 to the Registrant's
Current Report on Form 8-K dated November 22, 1996)
10.6 Premark International, Inc. Director Stock Plan, as amended
21 Subsidiaries of the Registrant as of March 3, 1999
23 Manually signed Consents of Independent Auditors to the
incorporation of their reports by reference into the prospectuses
contained in specified registration statements on Form S-8 and
Form S-3
24 Powers of Attorney
27 Financial Data Schedule
99.1 Report of Independent Accountants
*Document has heretofore been filed with the Commission and is incorporated
by reference and made a part of this Report.
The Registrant agrees to furnish, upon request of the Commission, a copy of
all constituent instruments defining the rights of holders of long-term debt
of the Registrant and its consolidated subsidiaries.
(b) Reports on Form 8-K
During the quarter ended December 26, 1998, the Registrant filed no Current
Report on Form 8-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Premark International, Inc.
(Registrant)
By /s/ JAMES M. RINGLER
James M. Ringler
Chairman of the Board, Chief Executive Officer and President
March 3, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
Signature Title
JAMES M. RINGLER Chairman of the Board, Chief Executive Officer and
James M. Ringler President (Principal Executive Officer)
LAWRENCE B. SKATOFF Senior Vice President and Chief Financial
Lawrence B. Skatoff Officer (Principal Financial Officer)
ROBERT W. HOAGLUND Vice President and Controller (Principal Accounting
Robert W. Hoaglund Officer)
Harry W. Bowman* Director
Gary P. Coughlan* Director
Dr. Ruth M. Davis* Director
Lloyd C. Elam, M.D.* Director
W. James Farrell* Director
Richard S. Friedland* Director
John B. McKinnon* Director
David R. Parker* Director
Janice D. Stoney* Director
*By /s/ JOHN M. COSTIGAN
John M. Costigan
Attorney-in-fact
March 3, 1999
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
10.6 Premark International, Inc., Director Stock Plan, as amended
21 Subsidiaries of the Registrant as of March 3, 1999
23 Manually signed Consents of Independent Auditors to the
incorporation of their report by reference into the prospectuses
contained in specified registration statements on Form S-8 and
Form S-3
24 Powers of Attorney
27 Financial Data Schedule
99.1 Report of Independent Accountants
<PAGE>
<TABLE>
SELECTED FINANCIAL DATA
<CAPTION>
(Dollars in millions,
except per share 1998 1997 1996 1995 1994 1993 1992 1991 1990 1989 1988
amounts) --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Operating results
Net sales:
Food Equipment Group:
United States $ 850.1 $ 748.0 $ 728.1 $ 710.8 $ 687.8 $ 610.3 $ 586.5 $ 568.3 $ 581.7 $ 567.4 $ 554.3
Europe 457.9 430.1 414.3 442.2 369.2 344.0 412.9 384.2 359.7 304.1 264.7
Other
International 103.2 107.9 96.0 84.8 78.5 55.6 54.9 57.9 57.6 60.3 55.0
--------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
Total 1,411.2 1,286.0 1,238.4 1,237.8 1,135.5 1,009.9 1,054.3 1,010.4 999.0 931.8 874.0
Decorative Products
Group 996.0 790.2 730.4 686.6 690.0 618.3 573.1 522.6 499.6 430.1 352.8
Consumer Products
Group 331.9 330.6 298.8 289.0 292.8 239.4 206.3 206.4 203.6 204.8 203.0
--------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
Total net sales $2,739.1 $2,406.8 $2,267.6 $2,213.4 $2,118.3 $1,867.6 $1,833.7 $1,739.4 $1,702.2 $1,566.7 $1,429.8
========= ========= ========= ========= ========= ========= ========= ========= ========= ========= =========
Segment profit:
Food Equipment Group:
United States $ 84.0 $ 66.1 $ 63.8 $ 71.1 $ 61.8 $ 40.7 $ 32.5 $ 12.0 $ (4.2) $ (13.0) $ 22.3
Europe 26.7 2.7 6.2 15.5 15.8 7.6 15.7 23.8 26.6 28.4 27.3
Other
International 3.5 3.1 7.9 5.3 3.0 3.0 1.4 5.3 4.5 6.4 8.2
--------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
Total 114.2 71.9 77.9 91.9 80.6 51.3 49.6 41.1 26.9 21.8 57.8
Decorative Products
Group 98.3 82.4 28.5<F1> 50.4 36.5 33.4 35.0 38.3 46.9 42.1 42.3
Consumer Products
Group 32.0 36.3 32.6 25.3 39.4 22.8 20.9 22.6 19.2 17.3 15.8
--------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
Total segment
profit $ 244.5 $ 190.6 $ 139.0 $ 167.6 $ 156.5 $ 107.5 $ 105.5 $ 102.0 $ 93.0 $ 81.2 $ 115.9
========= ========= ========= ========= ========= ========= ========= ========= ========= ========= =========
Income from
continuing
operations $ 136.1 $ 103.8 $ 56.7<F2>$ 78.9 $ 70.8 $ 50.5 $ 44.6 $ 38.1 $ 19.4 $ 31.5 $ 47.8
Income (loss) from
discontinued
operations - - 62.2 158.7 154.7 122.0 (40.0) 64.2 32.6 46.9 73.4
Cumulative effect of
accounting changes - - - - - - (83.9) - - - (15.9)
--------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
Net income (loss) $ 136.1 $ 103.8 $ 118.9 $ 237.6 $ 225.5 $ 172.5 $ (79.3) $ 102.3 $ 52.0 $ 78.4 $ 105.3
========= ========= ========= ========= ========= ========= ========= ========= ========= ========= =========
Per common share:
Income from
continuing
operations $ 2.20 $ 1.67 $ 0.92<F3>$ 1.29 $ 1.11 $ 0.79 $ 0.70 $ 0.62 $ 0.31 $ 0.46 $ 0.71
========= ========= ========= ========= ========= ========= ========= ========= ========= ========= =========
Income (loss) from
discontinued
operations $ - $ - $ 1.00 $ 2.58 $ 2.43 $ 1.92 $ (0.63) $ 1.04 $ 0.52 $ 0.69 $ 1.09
========= ========= ========= ========= ========= ========= ========= ========= ========= ========= =========
Net income (loss) $ 2.20 $ 1.67 $ 1.92 $ 3.87 $ 3.54 $ 2.71 $ (1.25) $ 1.66 $ 0.83 $ 1.15 $ 1.56
========= ========= ========= ========= ========= ========= ========= ========= ========= ========= =========
Per common share --
assuming dilution:
Income from
continuing
operations $ 2.11 $ 1.59 $ 0.89<F4>$ 1.26 $ 1.08 $ 0.77 $ 0.69 $ 0.61 $ 0.31 $ 0.45 $ 0.69
========= ========= ========= ========= ========= ========= ========= ========= ========= ========= =========
Income (loss) from
discontinued
operations $ - $ - $ 0.97 $ 2.52 $ 2.38 $ 1.85 $ (0.61) $ 1.02 $ 0.51 $ 0.68 $ 1.07
========= ========= ========= ========= ========= ========= ========= ========= ========= ========= =========
Net income (loss) $ 2.11 $ 1.59 $ 1.86 $ 3.78 $ 3.46 $ 2.62 $ (1.22) $ 1.63 $ 0.82 $ 1.13 $ 1.53
========= ========= ========= ========= ========= ========= ========= ========= ========= ========= =========
Profitability ratios
Segment profit as a
percent of sales:
Food Equipment
Group 8.1% 5.6% 6.3% 7.4% 7.1% 5.1% 4.7% 4.1% 2.7% 2.3% 6.6%
Decorative
Products
Group 9.9 10.4 3.9<F1> 7.3 5.3 5.4 6.1 7.3 9.4 9.8 12.0
Consumer
Products
Group 9.6 11.0 10.9 8.8 13.5 9.5 10.1 11.0 9.4 8.5 7.8
Total 8.9 7.9 6.1 7.6 7.4 5.8 5.8 5.9 5.5 5.2 8.1
Income from continuing
operations as a
percent of sales 5.0 4.3 2.5 3.6 3.3 2.7 2.4 2.2 1.1 2.0 3.3
____________
<FN>
<F1> Includes pretax loss from the sale of Hartco of $43.1 million.
<F2> Includes loss from the sale of Hartco of $38.6 million.
<F3> Includes loss from the sale of Hartco of $0.62.
<F4> Includes loss from the sale of Hartco of $0.60.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
(Dollars in millions,
except per share 1998 1997 1996 1995 1994 1993 1992 1991 1990 1989 1988
amounts) --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Financial condition
Working capital $ 606.7 $ 532.1 $ 594.4 $ 276.6 $ 281.1 $ 301.2 $ 262.2 $ 171.6 $ 253.2 $ 280.2 $ 254.4
Property, plant
and equipment, net 562.6 435.1 416.4 424.7 401.6 394.4 403.8 409.8 425.6 280.8 275.4
Total assets 2,095.9 1,765.8 1,660.8 1,546.1 1,475.8 1,332.4 1,297.7 1,294.3 1,288.2 1,077.8 995.7
Short-term
borrowings
and current
portion of
long-term debt 21.3 14.7 3.5 133.0 25.3 3.4 5.3 102.4 33.4 45.6 69.6
Long-term debt 261.1 112.3 115.9 121.7 121.9 122.3 120.9 122.2 322.2 95.4 85.3
Shareholders'
equity<F1> 1,003.6 907.9 875.9 1,008.8 972.3 811.9 710.3 836.4 757.9 800.6 754.4
Current ratio 2.0 2.0 2.3 1.5 1.5 1.8 1.7 1.4 1.7 1.8 1.8
Long-term
debt-to-equity<F1> 26.0% 12.4% 13.2% 12.1% 12.6% 20.7% 38.6% 33.3% 65.4% 31.7% 31.5%
Total
debt-to-capital<F1> 22.0% 12.3% 12.0% 25.1% 17.5% 27.7% 29.6% 32.4% 42.9% 29.3% 30.2%
Other data
Net cash provided
by operating
activities $ 180.0 $ 165.9 $ 162.4 $ 53.4 $ 184.0 $ 144.5 $ 39.1 $ 157.2 $ 115.0 $ 99.2 $ 45.7
Capital expenditures 108.2 81.4 84.1 85.7 69.5 60.5 56.7 46.7 78.6 49.8 49.3
Depreciation and
amortization 81.6 67.9 68.1 71.4 73.8 67.2 68.1 69.4 62.0 53.0 42.5
Advertising 49.0 53.5 42.0 42.4 39.4 31.2 28.4 27.2 25.2 23.6 25.1
Research and
development 50.9 45.8 39.0 38.1 35.1 31.2 31.3 26.5 27.5 25.4 22.4
Number of employees
(thousands) 19.3 17.2 16.3 17.4 16.6 15.9 16.2 15.8 16.8 15.3 15.4
Return on average
equity 14.2 11.6 6.0<F3> 9.7<F3> NM NM NM NM NM NM NM
Return on average
invested capital<F2> 13.3 11.0 6.0 9.3 NM NM NM NM NM NM NM
Common stock data
Average common
shares outstanding
(thousands) 61,881 62,342 62,059 61,411 63,640 63,692 63,310 61,759 62,766 68,058 67,581
Average common and
common equivalent
shares outstanding
(thousands) 64,593 65,326 64,095 62,893 65,088 65,909 65,002 62,685 63,122 69,447 68,853
Year-end book value
per share<F1> $ 16.23 $ 14.69 $ 13.96 $ 16.50 $ 15.22 $ 12.72 $ 11.17 $ 13.43 $ 12.34 $ 11.76 $ 11.14
Dividends declared
per share 0.39 0.35 0.73 1.01 0.74 0.545 0.48 0.42 0.42 0.39 0.265
Year-end price/earnings
ratio<F1><F4> 15.34 17.33 12.30 13.39 12.93 15.31 (17.21) 12.46 10.59 13.61 10.29
Year-end
market/book ratio<F1> 1.99 1.88 1.64 3.07 2.94 3.15 1.88 1.51 0.70 1.31 1.41
Year-end shareholders
(thousands) 18.2 21.7 21.7 23.3 25.3 26.9 29.0 31.3 33.7 36.3 39.3
_____________
<FN>
<F1> Includes discontinued operations for the years 1987-1995.
<F2> Net income plus after-tax long-term interest expense divided by average long-term debt and equity of continuing
operations. In 1996, excluding the loss on the sale of Hartco, the percentage would have been 10.9%.
<F3> Excludes Tupperware. Excluding both Tupperware and the loss on the sale of Hartco, the percentage would have
been 11.5% for 1996.
<F4> Based on diluted shares outstanding.
NM - Not meaningful.
</TABLE>
<PAGE>
REPORT OF MANAGEMENT AND INDEX TO FINANCIAL STATEMENTS
Page
Report of Management 34
Report of Independent Auditors 34
Financial Statements:
Consolidated Statement of Income 35
Consolidated Statement of Cash Flows 36
Consolidated Balance Sheet 37
Consolidated Statement of Shareholders' Equity 38
Notes to the Consolidated Financial Statements 39
Schedule II - Valuation and Qualifying Accounts 52
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are
omitted because they are not applicable, not required, or the required
information is shown in the financial statements or notes thereto.
<PAGE>
REPORT OF MANAGEMENT
The management of Premark is responsible for the preparation of the financial
statements and other information contained in this Annual Report. The
financial statements were prepared in accordance with generally accepted
accounting principles and include amounts that are based upon management's
best estimates and judgments, as appropriate. Ernst & Young LLP has audited
these financial statements and has expressed an independent opinion thereon.
The company maintains internal control systems, policies and procedures
designed to provide reasonable assurances that assets are safeguarded, that
transactions are executed in accordance with management's authorization and
properly recorded, and that accounting records may be relied upon for the
preparation of financial information. There are inherent limitations in all
internal control systems based on the fact that the cost of such systems
should not exceed the benefits derived. Management believes that the
company's systems provide the appropriate balance of costs and benefits.
The company also maintains an internal auditing function that evaluates and
reports on the adequacy and effectiveness of internal accounting controls,
policies and procedures.
The Audit and Corporate Responsibility Committee of the Board of Directors
is composed entirely of outside directors. The Committee meets periodically
and independently with management, the internal auditors and the independent
auditors to discuss the company's internal accounting controls, auditing and
financial reporting matters. Both the internal and independent auditors have
unrestricted access to the Audit and Corporate Responsibility Committee.
Management recognizes its responsibility for conducting the company's affairs
in a manner that is responsive to the interests of its shareholders and its
employees. This responsibility is characterized in the Code of Conduct, which
provides that the company will fully comply with laws, rules and regulations
of every country in which it operates and will observe the rules of ethical
business conduct. Employees of the company are expected and directed to
manage the businesses of the company accordingly.
James M. Ringler Lawrence B. Skatoff
Chairman of the Board, Senior Vice President
Chief Executive Officer and Chief Financial Officer
and President
<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and Shareholders of Premark International, Inc.
We have audited the consolidated financial statements listed in the Financial
Table of Contents on page 29 of Premark International, Inc. as of December 26,
1998 and December 27, 1997, and for the years then ended. 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. The consolidated financial statements listed in the Financial
Table of Contents on page 29 of Premark International, Inc. for the year ended
December 28, 1996 were audited by other auditors whose report dated February
14, 1997, expressed an unqualified opinion on those statements.
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 1998 and 1997 financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Premark International, Inc. at December 26, 1998 and December 27, 1997, and
the consolidated results of its operations and its cash flows for the years
then ended, in conformity with generally accepted accounting principles.
Ernst & Young LLP
Chicago, Illinois
February 5, 1999
<PAGE>
<TABLE>
Consolidated Statement of Income
<CAPTION>
(In millions, except per share amounts) Dec. 26, Dec. 27, Dec. 28,
Year ended 1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Net sales $2,739.1 $2,406.8 $2,267.6
Costs and expenses
Cost of products sold 1,726.9 1,525.8 1,443.8
Delivery, sales and administrative expense 776.7 704.3 660.2
Interest expense 15.0 12.1 16.3
Interest income (3.8) (7.2) (7.0)
Loss on disposition of business - - 43.1
Other expense (income), net 4.7 (2.9) (1.7)
--------- --------- ---------
Total costs and expenses 2,519.5 2,232.1 2,154.7
--------- --------- ---------
Income before income taxes 219.6 174.7 112.9
Provision for income taxes 83.5 70.9 56.2
--------- --------- ---------
Income from continuing operations 136.1 103.8 56.7
Discontinued operations, net of tax provision of $22.8 - - 62.2
--------- --------- ---------
Net income $ 136.1 $ 103.8 $ 118.9
========= ========= =========
Earnings per share:
Continuing operations $ 2.20 $ 1.67 $ 0.92
Discontinued operations - - 1.00
--------- --------- ---------
Net income per share $ 2.20 $ 1.67 $ 1.92
========= ========= =========
Earnings per share-- assuming dilution:
Continuing operations $ 2.11 $ 1.59 $ 0.89
Discontinued operations - - 0.97
--------- --------- ---------
Net income per share -- assuming dilution $ 2.11 $ 1.59 $ 1.86
========= ========= =========
See Notes to the Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>
Consolidated Statement of Cash Flows
<CAPTION>
Dec. 26, Dec. 27, Dec. 28,
(In millions) Year ended 1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Cash flows from operating activities
Net income $ 136.1 $ 103.8 $ 118.9
Adjustments to reconcile net income to net cash provided by
operating activities from continuing operations:
Income from discontinued operations - - (62.2)
Loss on disposition of business - - 38.6
Depreciation and amortization 81.6 67.9 68.1
Changes in assets and liabilities:
Accounts and notes receivable (20.3) (35.0) (14.3)
Inventory (22.0) (52.3) (6.5)
Net deferred income taxes (1.4) (5.5) 10.2
Accounts payable and accruals (0.7) 48.2 1.3
Current income taxes (6.4) 28.2 1.2
Other 13.1 10.6 7.1
--------- --------- ---------
Net cash provided by operating activities
of continuing operations 180.0 165.9 162.4
--------- --------- ---------
Cash flows from investing activities
Capital expenditures (108.2) (81.4) (84.1)
Sales (purchases) of short-term investments - 84.3 (84.3)
(Acquisitions) dispositions of businesses (162.9) (74.9) 35.3
Other 4.5 4.9 5.6
--------- --------- ---------
Net cash used in investing activities
of continuing operations (266.6) (67.1) (127.5)
--------- --------- ---------
Cash flows from financing activities
Repayment of long-term borrowings (6.5) (0.9) (0.7)
Net change in, and repayment of, short-term borrowings (3.8) (8.3) (129.3)
Proceeds from long-term borrowing 149.8 1.3 5.5
Payment of dividends (23.5) (21.3) (56.8)
Proceeds from exercise of stock options 11.4 8.1 19.1
Purchase of treasury stock (44.1) (53.4) (10.0)
--------- --------- ---------
Net cash provided by (used in) financing activities
of continuing operations 83.3 (74.5) (172.2)
--------- --------- ---------
Effect of exchange rate changes on cash and cash equivalents (0.4) (3.2) (1.1)
Cash provided by discontinued operations - - 248.8
--------- --------- ---------
Net (decrease) increase in cash and cash equivalents (3.7) 21.1 110.4
Cash and cash equivalents at beginning of year 151.3 130.2 19.8
--------- --------- ---------
Cash and cash equivalents at end of year $ 147.6 $ 151.3 $ 130.2
========= ========= =========
See Notes to the Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>
Consolidated Balance Sheet
<CAPTION>
Dec. 26, Dec. 27,
(Dollars in millions, except per share amounts) 1998 1997
--------- ---------
<S> <C> <C>
Assets
Cash and cash equivalents $ 147.6 $ 151.3
Accounts and notes receivable, less allowances of $20.6 in 1998 and $18.1 in 1997 476.8 428.1
Inventories 455.1 394.0
Deferred income tax benefits 79.9 68.8
Prepaid expenses 36.4 35.2
--------- ---------
Total current assets 1,195.8 1,077.4
Property, plant and equipment, net 562.6 435.1
Intangibles, less accumulated amortization of $84.0 in 1998 and $77.8 in 1997 247.2 172.2
Other assets 90.3 81.1
--------- ---------
Total assets $2,095.9 $1,765.8
========= =========
Liabilities and shareholders' equity
Accounts payable $ 152.2 $ 135.2
Short-term borrowings and current portion of long-term debt 21.3 14.7
Accrued liabilities 403.4 376.4
Income taxes payable 12.2 19.0
--------- ---------
Total current liabilities 589.1 545.3
Long-term debt 261.1 112.3
Postretirement benefit cost 125.2 124.2
Other liabilities 116.9 76.1
Shareholders' equity:
Preferred stock, $1.00 par value, authorized 50,000,000 shares; issued - none - -
Series A Junior Participating Preferred stock, $1.00 par value,
authorized 1,000,000 shares; issued - none - -
Common stock, $1.00 par value, authorized 200,000,000 shares;
issued - 69,003,840 shares 69.0 69.0
Capital surplus 359.7 348.9
Retained earnings 832.1 749.7
Treasury stock, 7,175,365 shares at December 26, 1998,
and 7,201,201 shares at December 27, 1997, at cost (236.7) (236.1)
Unearned portion of restricted stock issued for future service (3.4) (1.5)
Accumulated other comprehensive income (17.1) (22.1)
--------- ---------
Total shareholders' equity 1,003.6 907.9
--------- ---------
Total liabilities and shareholders' equity $2,095.9 $1,765.8
========= =========
See Notes to the Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>
Consolidated Statement of Shareholders' Equity
<CAPTION>
Number of shares Amounts
----------------- ---------------------------------------------------------------------
Accumulated
other
Common Treasury Comprehensive Common Capital Retained Treasury comprehensive
(In millions) stock stock income stock surplus earnings stock income<1>
------- --------- ------------- ------ ------- --------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
December 30, 1995 69.0 (7.9) $ 69.0 $590.3 $735.7 $(258.0) $(127.2)
Net income $ 118.9 118.9
Other comprehensive
income -- foreign
currency transla-
tion adjustments,
net of tax of $(1.6) (6.7) (6.7)
--------
Comprehensive income $ 112.2
========
Cash dividends
declared (45.3)
Purchase of treasury
stock (0.2) (7.3)
Treasury stock issued
for incentive plans
and related tax
benefits 1.8 14.1 (33.9) 53.9
Distribution of
Tupperware
Corporation
to shareholders (261.7) (87.2) 123.6
------- ------- ------- ------- -------- -------- --------
December 28, 1996 69.0 (6.3) 69.0 342.7 688.2 (211.4) (10.3)
Net income $ 103.8 103.8
Other comprehensive
income -- foreign
currency translation
adjustments, net of
tax of $0.1 (11.8) (11.8)
--------
Comprehensive income $ 92.0
========
Cash dividends
declared (21.8)
Purchase of treasury
stock (2.0) (53.4)
Treasury stock issued
for incentive plans
and related tax
benefits 1.1 6.2 (20.5) 28.7
------- ------- ------- ------- -------- -------- --------
December 27, 1997 69.0 (7.2) 69.0 348.9 749.7 (236.1) (22.1)
Net income $ 136.1 136.1
Other comprehensive
income -- foreign
currency translation
adjustments, net of
tax of $0.5 5.0 5.0
--------
Comprehensive income $ 141.1
========
Cash dividends
declared (24.1)
Purchase of treasury
stock (1.5) (45.2)
Treasury stock issued
for incentive plans
and related tax
benefits 1.5 10.8 (29.6) 44.6
------- ------- ------- ------- -------- -------- --------
December 26, 1998 69.0 (7.2) $ 69.0 $359.7 $ 832.1 $(236.7) $ (17.1)
======= ======= ======= ======= ======== ======== ========
<FN>
<FN1> Represents foreign currency translation adjustments.
See Notes to the Consolidated Financial Statements.
</TABLE>
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements include the accounts of Premark and
all of its subsidiaries. Intercompany accounts and transactions have been
eliminated. The company's fiscal year ends on the last Saturday of
December.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions. These estimates and assumptions may affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements, as well as the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Certain amounts for prior years have been reclassified to conform to the
1998 presentation.
Cash and Cash Equivalents
The company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.
Short-Term Investments
Short-term investments consist primarily of commercial paper with original
maturities at date of purchase beyond three months and less than 12 months.
Short-term investments are classified as held-to-maturity and are carried at
cost which approximates fair value.
Inventories
Inventories are stated at the lower of cost or market. Inventory cost
includes cost of raw material, labor and overhead. Approximately 59%
of inventories, including a majority of domestic inventories, are valued
on the last-in, first-out (LIFO) cost method. The first-in, first-out
(FIFO) cost method is generally used for the remaining inventories. If
inventories valued on the LIFO method had been valued using the FIFO method,
they would have been $38.7 million higher at the end of 1998 and $40.0
million higher at the end of 1997.
Advertising
Advertising costs, which are expensed as incurred, approximated $49.0 million,
$53.5 million and $42.0 million in 1998, 1997 and 1996, respectively.
Property and Depreciation
Properties are stated at cost. Depreciation is calculated using a
straight-line method over the estimated useful lives ranging from 10 to 45
years for buildings and improvements and 3 to 20 years for machinery and
equipment. Upon the sale or retirement of property, plant and equipment, a
gain or loss is recognized. If the carrying value of an asset, including
associated intangibles, exceeds the sum of estimated undiscounted future
cash flows, then an impairment loss is recognized for the difference between
estimated fair value and carrying value. Expenditures for maintenance and
repairs are charged to expense.
Intangible Assets
Goodwill ($229.5 million in 1998 and $159.9 million in 1997) is being
amortized on a straight-line basis over 40 years. The increase in 1998 is
primarily a result of the acquisitions of Traulsen, Direct Worktops and MBM.
Other intangible assets, primarily patents, trademarks and capitalized
software are amortized over their legal or estimated useful lives, ranging
from 3 to 40 years.
Revenue Recognition
Revenue is recognized when product is shipped or serviced. Revenue from
food equipment service contracts is deferred and recognized ratably over the
service period.
Income Taxes
Deferred income taxes reflect the net effects of temporary differences
between the carrying amounts of assets and liabilities for financial
statement purposes and the amounts used for income tax purposes. These
deferred tax assets and liabilities are measured based upon tax laws as
currently enacted.
Earnings Per Share
In 1997, the company adopted Statement of Financial Accounting Standards No.
128, "Earnings per Share" (SFAS No. 128). Basic earnings per share
computations are based on the average number of shares of common stock
outstanding during the year. Diluted earnings per share reflects the assumed
exercise of stock options. The following table sets forth the computation of
basic and diluted earnings per share for income from continuing operations.
1998 1997 1996
------- ------- -------
Numerator for both basic
and diluted earnings per
share -- income from
continuing operations $136.1 $103.8 $ 56.7
======= ======= =======
Denominator:
Denominator for basic
earnings per share --
weighted average shares 61.9 62.3 62.1
Effect of dilutive securities --
employee stock options 2.7 3.0 2.0
------- ------- -------
Denominator for diluted
earnings per share --
weighted average
shares and assumed
conversions 64.6 65.3 64.1
======= ======= =======
Basic earnings per share $ 2.20 $ 1.67 $ 0.92
======= ======= =======
Diluted earnings per share $ 2.11 $ 1.59 $ 0.89
======= ======= =======
For additional disclosures regarding employee stock options, see Note 10,
"Incentive Compensation Plans."
During 1998 options to purchase 276,000 shares of common stock at $33.75 per
share were outstanding but not included in the computation of diluted earnings
per share because the options' exercise price was greater than the average
market price of the common shares and, therefore, the effect would be
antidilutive.
Financial Instruments
Forward exchange contracts are periodically used by the company to manage
its foreign currency exposures.
Gains and losses on contracts designated as hedges of intercompany
transactions of a long-term nature are accrued as exchange rates change, and
are recognized in Shareholders' equity as "Accumulated other comprehensive
income." Gains and losses on contracts designated as hedges of intercompany
transactions that are not of a long-term nature are accrued as exchange rates
change and are recognized in income. Gains and losses on contracts designated
as hedges of identifiable foreign currency commitments are deferred and
included in the measurement of the related foreign currency transaction.
The company does not enter into derivative financial instruments for
speculative purposes.
Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, accounts and notes
receivable, accounts payable, short-term borrowings and outstanding forward
exchange contracts approximated their fair values at December 26, 1998 and
December 27, 1997 because of the short maturity of those instruments. The
fair value of long-term debt is determined based on the borrowing rates
available to the company for long-term debt with similar terms and average
maturities.
Foreign Currency Translation
The results of operations for foreign subsidiaries, other than those
operating in highly inflationary countries, are translated into U.S. dollars
using the average exchange rates during the year, while the assets and
liabilities are translated using period-end exchange rates. The related
translation adjustments are recorded in a separate component of Shareholders'
equity, "Accumulated other comprehensive income." Gains and losses from
foreign currency transactions, as well as from the translation of financial
statements of subsidiaries in highly inflationary countries, are included in
income. Foreign exchange losses included in income before taxes in 1998, 1997
and 1996 were $2.1 million, $2.2 million and $1.4 million, respectively.
Stock-Based Compensation
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-
Based Compensation," (SFAS No. 123) encourages, but does not require,
companies to record compensation cost for stock-based employee compensation
plans at fair value. The company has chosen to continue to account for
stock-based compensation using the intrinsic value method prescribed in
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees," (APB No. 25) and related Interpretations. Accordingly,
compensation cost for stock options is measured as the excess, if any, of
the quoted market price of the company's stock at the date of the grant over
the amount an employee must pay to acquire the stock. Compensation expense
associated with restricted stock grants is equal to the fair market value of
the shares on the date of grant and is recognized ratably over the required
holding period.
New Accounting Pronouncements
Effective for fiscal year 1998, the company adopted the American Institute of
Certified Public Accountants' Statement of Position (SOP) 98-1, "Accounting
for the Costs of Computer Software Developed or Obtained for Internal Use."
The statement requires capitalization of certain costs incurred in the
development of internal-use software, including external direct material and
service costs, employee payroll and payroll-related costs. Prior to adoption
of SOP 98-1, the company expensed these costs as incurred. The effect of this
change in accounting principle on earnings in 1998 is immaterial. Also in
1998, the company adopted Statement of Financial Accounting Standards No. 131,
"Disclosures about Segments of an Enterprise and Related Information" (SFAS
No. 131). This statement superseded SFAS No. 14, "Financial Reporting for
Segments of a Business Enterprise." SFAS No. 131 establishes standards for
the way that companies report information about operating segments in annual
financial statements and requires that those enterprises report selected
information about operating segments in interim financial reports. The
statement also establishes standards for related disclosures about products
and services, geographic areas, and major customers. The adoption of SFAS No.
131 did not affect results of operations or financial position, but did affect
the disclosure of segment information. See Note 11.
NOTE 2 DISTRIBUTION OF TUPPERWARE TO SHAREHOLDERS
On November 1, 1995, the company's Board of Directors authorized management to
proceed with a plan to establish Tupperware as an independent company through
a tax-free distribution to Premark's shareholders (the Distribution). The
Distribution was effected on May 31, 1996.
NOTE 3 BUSINESS ACQUISITIONS AND DIVESTITURES
In the first quarter of 1998, Wilsonart completed the acquisition of the
Resopal (German) and Arborite (Canadian) decorative laminate businesses for
approximately $16 million, including the assumption of $6 million of debt. In
addition, the company's Food Equipment Group completed the acquisition of the
assets of Somat Corporation, a manufacturer of commercial waste systems, for
approximately $4 million and the stock of Wittco Foodservice Equipment, Inc.,
a manufacturer of cooking equipment, primarily warming, holding and display
cabinets, for approximately $6 million.
In the second quarter of 1998, the Food Equipment Group completed the
acquisition of Traulsen & Co., Inc., a manufacturer of commercial
refrigeration equipment, for approximately $42 million, which includes the
assumption of $4 million in debt. In addition, Wilsonart acquired a majority
position in a joint venture in Thailand for approximately $10 million, which
will provide manufacturing capacity for laminate in the Far East.
In the fourth quarter of 1998, the Food Equipment Group acquired assets of MBM
SpA, an Italian manufacturer of high quality, low cost cooking equipment, for
approximately $30 million, including the assumption of $4 million of debt, and
the assets of Baker's Aid, Inc., a manufacturer of bakery equipment, for
approximately $9 million. In addition, certain product lines and facilities
of Eurotec were sold for their approximate book value of $7 million.
Wilsonart purchased certain operating assets of Direct Worktops Limited, the
largest manufacturer and distributor of high-pressure laminate countertops in
the United Kingdom, for $60 million. Precor acquired Pacific Fitness
Corporation, a leading manufacturer of high-end strength training machines for
home and health club use, for approximately $7 million.
In early 1999, the Food Equipment Group purchased the Stanley Knight
Corporation and KaiRak, Inc., manufacturers of fabricated products that often
include refrigeration, for $4 million and $5 million, respectively.
The Food Equipment Group acquired two companies in 1997. In April, certain
assets and liabilities of Eurocatering SpA, an Italian company, were acquired
for approximately $20 million in cash and the assumption of $17 million in
debt. The acquisition, now known as Eurotec, is one of Europe's largest
manufacturers of warewash equipment. In September, the company acquired the
stock of Baxter Manufacturing Company, a manufacturer of commercial bakery
equipment, for $50 million.
The results of operations of these acquisitions are included in the
consolidated financial statements from the dates they were acquired, and were
all accounted for using the purchase method of accounting. Pro forma results
of these acquisitions are not materially different from reported amounts.
In June 1996, the company sold its Hartco Flooring subsidiary for $35.8
million and the assumption of debt. A pretax loss of $43.1 million ($38.6
million after tax or $0.60 per diluted share) was recognized as a result of
the sale.
NOTE 4 INVENTORIES
(In millions) 1998 1997
-------- --------
Finished goods $ 225.2 $ 207.4
Work in process 16.8 14.8
Raw materials and supplies 213.1 171.8
-------- --------
Total inventories $ 455.1 $ 394.0
======== ========
NOTE 5 PROPERTY, PLANT AND EQUIPMENT
(In millions) 1998 1997
--------- ---------
Land $ 31.1 $ 25.3
Buildings and improvements 297.3 254.0
Machinery and equipment 797.2 672.5
Construction in progress 48.9 34.2
--------- ---------
Total property, plant and equipment 1,174.5 986.0
Less accumulated depreciation 611.9 550.9
--------- ---------
Property, plant and equipment, net $ 562.6 $ 435.1
========= =========
Depreciation expense was $73.4 million, $62.2 million and $62.6 million for
the years 1998, 1997 and 1996, respectively.
NOTE 6 ACCRUED LIABILITIES
(In millions) 1998 1997
--------- ---------
Compensation and employee benefits $ 111.6 $ 94.6
Warranties and maintenance
service agreements 95.7 107.3
Insurance 52.0 48.1
Taxes other than income taxes 22.6 19.3
Other 121.5 107.1
--------- ---------
Total accrued liabilities $ 403.4 $ 376.4
========= =========
NOTE 7 FINANCING ARRANGEMENTS
Short-term Borrowings
(In millions) 1998 1997
------- -------
Total short-term borrowings
at year-end $ 14.4 $ 10.3
Weighted average interest rate
at year-end 4.9% 6.7%
Average borrowings during
the year $ 21.8 $ 7.3
Weighted average interest rate
for the year 5.3% 7.2%
Maximum borrowings during the year $ 82.4 $ 13.4
Long-term Debt
(In millions) 1998 1997
------ ------
6.875% notes due 2008 $150.0 $ -
10.5% notes due 2000 100.0 100.0
5.95% industrial revenue bonds
due 2002 3.2 7.1
Other 14.8 9.6
------ ------
268.0 116.7
Less current portion 6.9 4.4
------ ------
Total long-term debt $261.1 $112.3
====== ======
In November 1998, the company issued $150 million of 10-year, non-callable
long-term debt with an interest rate of 6.875%.
Interest paid in 1998, 1997 and 1996 was $13.6 million, $12.9 million and
$16.7 million, respectively.
The fair value of the 10.5% notes at the end of 1998 and 1997 was $107.3
million and $110.4 million, respectively. The fair value of the 6.875% notes
was $151.9 million at the end of 1998. The fair value of the remaining long-
term debt approximates its book value.
The company had unused lines of credit amounting to $427.9 million at
December 26, 1998, including $250.0 million under an unsecured revolving
credit facility that supports the company's commercial paper borrowing
capability and expires in October 2002. Total principal payments due on
long-term debt in the five years subsequent to December 26, 1998, are: 1999 -
- - $6.9 million; 2000 -- $106.0 million; 2001 -- $2.1 million; 2002 -- $1.6
million; and 2003 -- $0.3 million.
Operating Leases
Rental expense for operating leases (reduced by sublease income of
approximately $1.2 million in 1998 and 1997 and $0.9 million in 1996) totaled
$40.6 million in 1998, $36.7 million in 1997 and $35.3 million in 1996.
Approximate minimum rental commitments under noncancelable operating leases in
effect at December 26, 1998, were: 1999 -- $26.7 million; 2000 -- $21.2
million; 2001 -- $16.4 million; 2002 -- $10.4 million; 2003 -- $7.3 million;
after 2003 -- $9.5 million.
Foreign Currency Forward Exchange Contracts
The company enters into foreign currency forward exchange contracts to manage
its exposure to foreign currency-denominated intercompany loans and payables.
At December 26, 1998, the company held $39.2 million of such contracts, which
are at fixed rates on the value dates and which mature in 1999.
The following table summarizes the contractual amounts of foreign exchange
contracts as of December 26, 1998 and December 27, 1997:
Notional Amount
-------------------------------------------
December 26, 1998 December 27, 1997
------------------- -------------------
(In millions) Purchase Sell Purchase Sell
-------- -------- -------- --------
Foreign currency contracts (in U.S. dollars)
German marks $ 5.4 $ 19.2 $ 5.1 $ 18.0
Italian lira 3.6 8.8 - 2.6
Canadian dollars - 7.1 - 9.6
French francs 1.1 3.9 - 2.5
South African rand - 3.8 - -
British pounds sterling - - - 19.6
All other currencies - 6.5 1.2 10.4
------- ------- ------- -------
$ 10.1 $ 49.3 $ 6.3 $ 62.7
======= ======= ======= =======
The net accrued gain on forward exchange contracts was $0.3 million at
December 26, 1998, while the net accrued loss on foreign exchange contracts
was $0.3 million at December 27, 1997.
NOTE 8 INCOME TAXES
Income before income taxes was as follows:
(In millions) 1998 1997 1996
------- ------- -------
Domestic $204.8 $181.3 $111.6
Foreign 14.8 (6.6) 1.3
------- ------- -------
Total $219.6 $174.7 $112.9
======= ======= =======
The provision for income taxes was as follows:
(In millions) 1998 1997 1996
------- ------- -------
Current
Federal $ 63.9 $ 63.0 $ 36.7
Foreign 9.9 3.9 5.6
State 10.2 9.4 5.4
------- ------- -------
84.0 76.3 47.7
------- ------- -------
Deferred
Federal 2.1 (5.7) 7.5
Foreign (3.0) 1.3 (0.4)
State 0.4 (1.0) 1.4
------- ------- -------
(0.5) (5.4) 8.5
------- ------- -------
Total $ 83.5 $ 70.9 $ 56.2
======= ======= =======
The differences between the provision for income taxes and income taxes
computed using the U.S. federal statutory rate were as follows:
1998 1997 1996
------- ------- -------
Statutory federal tax rate 35.0% 35.0% 35.0%
Increase (reduction) in
taxes resulting from:
Foreign income taxes 0.7 4.1 3.8
State taxes, net of
federal benefit 3.1 3.1 3.9
Nondeductible loss
on Hartco sale - - 9.4
Adjustment to
tax accruals (0.9) (0.4) (3.4)
Other 0.1 (1.2) 1.1
------- ------- -------
Effective income tax rate 38.0% 40.6% 49.8%
======= ======= =======
In 1998 and 1997, the company recognized $10.9 million and $6.2 million,
respectively, of benefits for deductions associated with the exercise of
employee stock options. These benefits were added directly to capital surplus
and are not reflected in the provision for income taxes.
Deferred tax assets (liabilities) comprise the following:
(In millions) 1998 1997
-------- --------
Depreciation $ (39.5) $ (34.6)
Other (3.4) (3.8)
-------- --------
Gross deferred tax liabilities (42.9) (38.4)
-------- --------
Postretirement benefits 51.3 50.6
Tax loss carryforwards 32.5 16.1
Employee benefits 28.2 21.3
Self-insurance reserves 14.9 14.8
Warranty reserves 10.9 10.5
Adhesive claims 8.6 11.7
Environmental reserves 4.6 4.8
Other accruals 31.1 26.4
-------- --------
Gross deferred tax assets 182.1 156.2
Valuation allowance (31.7) (22.7)
-------- --------
Net deferred tax assets $ 107.5 $ 95.1
======== ========
The valuation allowance primarily represents reserves for foreign operating
losses and capital loss carryforwards. Management believes it is more
likely than not that these net deferred tax assets will be realized through
the reduction of future taxes payable. Significant factors considered by
management in determining the probability of realization of these assets
include historical operating results of the company, as well as expectations
of future earnings. At December 26, 1998, the company had foreign operating
loss carryforwards of $76.7 million. It also had $11.5 million of capital
loss carryforwards available to offset certain future U.S. federal income
tax obligations. Of the total, $26.1 million of carryforwards expire at
various dates from 2000 to 2005, and the remainder have unlimited lives.
During 1998, the company recognized net benefits of $0.8 million related to
foreign net operating loss carryforwards. Repatriation of foreign earnings
would not result in a significant incremental cost to the company.
The company paid income taxes, net of refunds, in 1998, 1997 and 1996, of
$70.1 million, $26.8 million and $37.9 million, respectively, a portion of
which was owed in 1996 as a result of income generated by the domestic
operations of Tupperware.
NOTE 9 RETIREMENT BENEFIT PLANS
The company has various pension plans covering substantially all domestic
employees and certain employees in other countries. In addition to providing
pension benefits, the company provides certain postretirement healthcare and
life insurance benefits for selected U.S. and Canadian employees. Most
employees and retirees outside the United States are covered by government
healthcare programs. Employees may become eligible for these company benefits
if they reach normal retirement age while working for the company and satisfy
certain years of service requirements. The medical plans are contributory,
with retiree contributions adjusted annually, and contain other cost-sharing
features such as deductibles and coinsurance. The U.S. medical plans are
coordinated with Medicare for post-65 retirees. The company has a right to
modify or terminate these plans.
Postretirement
Pension Benefits Benefits
------------------- -------------------
(In millions) 1998 1997 1998 1997
-------- -------- -------- --------
Change in benefit obligation:
Beginning balance $ 314.7 $ 289.2 $ 118.5 $ 114.7
Service cost 10.4 10.6 2.4 2.4
Interest cost 23.5 21.1 7.4 8.1
Plan participant
contributions - - 1.0 1.2
Actuarial loss (gain) 32.1 11.6 (5.7) (0.4)
Acquisitions 21.8 - - -
Benefits paid (19.4) (17.8) (7.8) (7.5)
Effect of exchange rate
changes 1.5 - - -
-------- -------- -------- --------
Ending balance 384.6 314.7 115.8 118.5
-------- -------- -------- --------
Change in plan assets
at fair value:
Beginning balance 350.4 309.2 - -
Actual return
on plan assets 41.0 57.8 - -
Company contributions 2.2 1.2 6.8 6.3
Plan participant
contributions - - 1.0 1.2
Acquisitions 5.8 - - -
Benefits paid (19.4) (17.8) (7.8) (7.5)
Effect of exchange rate
changes 0.4 - - -
-------- -------- -------- --------
Ending balance 380.4 350.4 - -
-------- -------- -------- --------
Funded status of the plan (4.2) 35.7 (115.8) (118.5)
Unrecognized actuarial
gain (31.0) (48.0) (10.5) (5.6)
Unrecognized prior service
cost (benefit) 3.1 4.9 (5.6) (6.1)
Unrecognized net transition
asset (4.4) (6.3) - -
-------- -------- -------- --------
Accrued benefit cost $ (36.5) $ (13.7) $(131.9) $(130.2)
========= ======== ======== ========
Weighted-average assumptions:
Discount rate 6.6% 7.3% 6.8% 7.3%
Return on plan assets 9.0 9.0 N/A N/A
Salary growth rate 4.4 4.5 N/A N/A
Plan assets consist primarily of equity securities and corporate and
government bonds. The acumulated benefit obligations of certain pension
plans, primarily at foreign locations, exceeded plan assets. The projected
benefit obligations, accumulated benefit obligations, and fair value of plan
assets for those plans were $30.2 million, $28.9 million and $4.7 million,
respectively, as of December 26, 1998, and $7.2 million, $5.6 million and $0.2
million, respectively, as of December 27, 1997.
Pension Benefits Postretirement Benefits
------------------------- -------------------------
(In millions) 1998 1997 1996 1998 1997 1996
------- ------- ------- ------- ------- -------
Components of net
periodic benefit
cost:
Service cost $ 10.4 $ 10.6 $ 10.4 $ 2.4 $ 2.4 $ 2.4
Interest cost 23.5 21.1 21.0 7.4 8.1 7.9
Actual return on
plan assets (41.0) (57.8) (38.5) - - -
Net amortization
and deferral 12.4 32.1 14.5 (1.5) (0.7) (0.4)
Curtailment loss 2.1 - - - - -
------- ------- ------- ------- ------- -------
Net periodic
benefit cost $ 7.4 $ 6.0 $ 7.4 $ 8.3 $ 9.8 $ 9.9
======= ======= ======= ======= ======= =======
The assumed healthcare cost trend rate is 8.0% for the pre-65 plan and 5.5%
for the post-65 plan for 1998. The pre-65 plan rate is assumed to decrease by
one percentage point per year until an ultimate level of 5.5% is reached. The
post-65 plan rate is assumed to remain at 5.5%. The healthcare cost trend
rate assumption has a significant effect on the amounts reported. A one
percentage point change in the assumed healthcare cost trend rates would have
the following effects:
1 Percentage 1 Percentage
(In millions) Point Increase Point Decrease
-------------- --------------
Effect on total of service and
interest cost components $ 1.3 $ (1.1)
Effect on postretirement benefit
obligation 13.5 (12.1)
The company also has several savings, thrift and profit-sharing plans. Its
contributions to these plans are based upon various levels of employee
participation. The total cost of these plans was $15.8 million in 1998,
$15.3 million in 1997 and $14.1 million in 1996.
NOTE 10 INCENTIVE COMPENSATION PLANS
The company has an incentive plan ("Plan") that provides for grants of
performance and stock awards.
Performance Awards
Under the Plan, key employees earned cash performance awards of approximately
$12.9 million in 1998, $9.1 million in 1997 and $11.8 million in 1996.
Stock Awards
The company has adopted the disclosure-only provisions of SFAS No. 123.
Consistent with prior years, stock-based compensation continues to be
recorded using the intrinsic value method prescribed in APB No. 25 and
related Interpretations.
The Plan includes awards of stock options and restricted stock to employees
and officers. As of December 26, 1998, the maximum number of shares that
may be granted under the Plan is 3,614,085. Of the total shares available
for award, up to 159,181 may be granted in the form of restricted stock. As
of December 26, 1998, 240 employees participated in the Plan.
All outstanding stock options and restricted stock vest three or four years
after their date of grant. All stock options issued to employees and officers
under the Plan and previous plans have had exercise prices equal to the fair
market value of the shares on the date of grant and have a term of 10 years.
Therefore, the company has not recorded any compensation expense associated
with these stock options.
Compensation expense associated with restricted stock grants is equal to the
fair market value of the shares on the date of grant and is recognized
ratably over the required holding period. Compensation expense associated
with restricted stock grants was $1.4 million in 1998, $1.0 million in 1997
and $0.7 million in 1996.
Under the Director Stock Plan ("Director Plan") non-employee directors may
elect to receive their annual retainers in the form of cash, stock or stock
options. Options granted to directors become exercisable on the last day of
the fiscal year in which they are granted, have a term of 10 years and have an
exercise price that compensates for the foregone cash retainer. This amount
and the value of stock issued have been recognized as an expense by the
company, which was not significant. The number of shares initially available
for grant under the Director Plan and the number of shares available as of
December 26, 1998, were 600,000 and 400,458, respectively. As of December 26,
1998, options to purchase 174,738 shares were exercisable.
Restricted stock and stock option activity in 1998, 1997 and 1996 for the
Plan, Director Plan and previous plans is summarized below:
Restricted Stock
(Thousands of shares) 1998 1997 1996
------- ------- -------
Beginning balance 193 198 44
Awarded 114 8 203
Released - (13) (22)
Forfeited - - (55)
Adjustment due to
Tupperware distribution - - 28
------- ------- -------
Ending balance 307 193 198
======= ======= =======
Shares available for issuance 159 273 281
======= ======= =======
Average fair value of shares
awarded during the year $32.40 $32.25 $17.37
======= ======= =======
Stock Options
(Thousands of
shares) 1998 1997 1996
------------------ ------------------ ------------------
Average Average Average
Option Option Option
Shares Price Shares Price Shares Price
-------- -------- -------- -------- -------- --------
Beginning
balance 7,645 $12.37 8,079 $ 9.79 4,361 $27.59
Granted 1,090 30.85 814 31.86 1,642 15.43
Canceled (28) 17.92 (178) 13.72 (1,628) 29.20
Exercised (1,357) 8.39 (1,070) 7.50 (1,640) 11.61
Adjustment due
to Tupperware
distribution - - 5,344
------- -------- -------
Ending balance 7,350 $15.82 7,645 $12.37 8,079 $ 9.79
======= ======= ======== ======= ======= =======
Options
exercisable
at year-end 3,931 $ 8.65 4,107 $ 7.48 3,871 $ 6.03
======= ======= ======== ======= ======= =======
Average fair
value of
options
granted
during the
year $ 9.27 $ 9.96 $ 4.63
======= ======= =======
After the Distribution in 1996, restricted stock and the outstanding options
to purchase Premark common stock that were held by Premark officers and
employees continued to be solely for the purchase of Premark common stock.
The number of restricted shares was adjusted to maintain their value, and the
number and exercise price of outstanding stock options were adjusted in a
manner that maintained in the aggregate the excess of market value over
exercise price. This adjustment is reflected in the tables above as
"Adjustment due to Tupperware distribution." The number of shares and
exercise prices of outstanding stock options prior to the Distribution are
reflected in the above table at their historical amounts. Restricted stock
and options that were held by Tupperware officers and employees were canceled.
The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option pricing model with the following assumptions for
1998, 1997 and 1996, respectively: dividend yield of 1.3%, 1.3% and 1.6%;
average risk-free interest rate of 5.1%, 6.1%, and 6.4%; expected volatility
of 27%, 26% and 25%; and expected option life of 5.1 years for all years.
Shares subject to option as of December 26, 1998 are summarized below:
(Thousands
of shares) Options Outstanding Options Exercisable
-------------------------------- ---------------------
Range of Shares Average Average Shares Average
Exercise Subject Option Remaining Subject Option
Prices to Option Price Life to Option Price
- --------- --------- ------- --------- --------- -------
$ 1.72 - $ 5.04 1,481 $ 3.78 3.0 years 1,481 $ 3.78
$ 8.50 - $13.27 2,458 11.50 6.0 2,420 11.47
$15.25 - $33.75 3,411 24.16 8.4 30 21.17
------- -------
7,350 $15.82 6.5 3,931 $ 8.65
======= ====== === ======= ======
If the company had determined compensation cost based on the fair value of its
option grants consistent with SFAS No. 123, the company's income and earnings
per share from continuing operations would have been reduced to the pro forma
amounts indicated below:
Year Ended
----------------------------------
(In millions except Dec. 26, Dec. 27, Dec. 28,
per share amounts) 1998 1997 1996
-------- -------- --------
Income from continuing
operations:
Reported $136.1 $103.8 $ 56.7
Pro forma 131.7 100.4 54.0
Income from continuing
operations per share,
assuming dilution:
Reported $ 2.11 $ 1.59 $ 0.89
Pro forma 2.04 1.54 0.84
The above pro forma amounts assume the application of SFAS No. 123 beginning
with the 1995 grants.
NOTE 11 SEGMENTS OF THE BUSINESS
The company adopted Statement of Financial Accounting Standards No. 131,
"Disclosures About Segments of an Enterprise and Related Information," in
1998. While the company will continue to report the same operating segments
as in prior years, information that is required to be disclosed has changed.
Information for 1997 and 1996 has been restated in order to conform to the
1998 presentation.
The company has three reportable segments: the Food Equipment Group; the
Decorative Products Group; and the Consumer Products Group. The Food
Equipment Group designs, manufactures, distributes and services commercial
equipment for warewashing and for refrigerating, cooking, baking, weighing,
wrapping and preparing food. The company's Decorative Products Group designs,
manufactures and distributes decorative surfacing products such as high-
pressure laminate, laminate flooring and ceramic tile. The Consumer Products
Group designs, manufactures and distributes small electric appliances,
stainless steel cookware, household water distillers, and aerobic and
anaerobic physical fitness equipment.
The company evaluates performance and allocates resources based on profit or
loss from operations before income taxes, before items considered corporate in
nature, as well as before interest income and expense. The accounting
policies of the reportable segments are the same as those described in Note 1-
- -Summary of Significant Accounting Policies.
The company's reportable segments are business units that offer different
products with different production processes. As a result, each is managed
separately. There are no intersegment sales or profit or loss.
(In millions) 1998 1997 1996
--------- --------- ---------
Net sales
Food Equipment Group:
Equipment sales $1,046.8 $ 906.9 $ 866.1
Service revenue 364.4 379.1 372.3
--------- --------- ---------
Total Food Equipment Group 1,411.2 1,286.0 1,238.4
--------- --------- ---------
Decorative Products Group:
Decorative surfaces 719.2 605.3 503.1
Ceramic tile 156.8 148.1 154.0
All other 120.0 36.8 73.3
--------- --------- ---------
Total Decorative Products Group 996.0 790.2 730.4
--------- --------- ---------
Consumer Products Group 331.9 330.6 298.8
--------- --------- ---------
Total net sales $2,739.1 $2,406.8 $2,267.6
========= ========= =========
Segment profit
Food Equipment Group $ 114.2 $ 71.9 $ 77.9
Decorative Products Group 98.3 82.4 28.5
Consumer Products Group 32.0 36.3 32.6
--------- --------- ---------
Total segment profit 244.5 190.6 139.0
Unallocated expenses (13.7) (11.0) (16.8)
Interest expense, net (11.2) (4.9) (9.3)
--------- --------- ---------
Income from continuing
operations before
income taxes $ 219.6 $ 174.7 $ 112.9
========= ========= =========
Identifiable assets
Food Equipment Group $ 967.6 $ 826.6 $ 690.9
Decorative Products Group 769.4 585.9 525.8
Consumer Products Group 176.2 163.9 149.8
--------- --------- ---------
Total segment identifiable assets 1,913.2 1,576.4 1,366.5
Corporate 182.7 189.4 294.3
--------- --------- ---------
Total identifiable assets $2,095.9 $1,765.8 $1,660.8
========= ========= =========
Depreciation and amortization
Food Equipment Group $ 32.5 $ 27.9 $ 25.7
Decorative Products Group 39.8 31.7 35.3
Consumer Products Group 7.5 6.7 5.5
--------- --------- ---------
Total segment depreciation
and amortization 79.8 66.3 66.5
Corporate 1.8 1.6 1.6
--------- --------- ---------
Total depreciation and
amortization $ 81.6 $ 67.9 $ 68.1
========= ========= =========
Capital expenditures
Food Equipment Group $ 31.0 $ 30.9 $ 35.9
Decorative Products Group 65.6 39.2 36.1
Consumer Products Group 11.3 10.9 12.0
--------- --------- ---------
Total segment capital expenditures 107.9 81.0 84.0
Corporate 0.3 0.4 0.1
--------- --------- ---------
Total capital expenditures $ 108.2 $ 81.4 $ 84.1
========= ========= =========
Geographic net sales
United States $1,991.0 $1,822.5 $1,731.7
United Kingdom 159.5 147.8 130.7
All other foreign 588.6 436.5 405.2
--------- --------- ---------
Total net sales $2,739.1 $2,406.8 $2,267.6
========= ========= =========
Long-lived assets
United States $ 621.9 $ 533.8 $ 479.9
United Kingdom 89.5 29.3 28.8
All other foreign 155.1 92.6 71.1
--------- --------- ---------
Total long-lived assets $ 866.5 $ 655.7 $ 579.8
========= ========= =========
Sales to a single customer did not exceed 10% of total sales. Geographic
revenues are attributed to countries on the basis of product shipment origin
or service location.
In the Food Equipment Group, the cost of sales associated with service
revenues was $191.9 million, $204.2 million and $201.4 million in 1998, 1997
and 1996, respectively.
Unallocated expenses are corporate expenses and other items not related to the
operations of the segments. Corporate assets consist of cash and assets
maintained for general corporate purposes. As of December 26, 1998, the
company's investment in the net assets of its international operations was
$425 million.
NOTE 12 CONTINGENCIES
The company and certain subsidiaries are involved in litigation and various
legal matters that are being defended and handled in the ordinary course of
business. Included among these matters are environmental issues for which
the company estimates its range of possible exposure to be $10 million to
$31 million as of December 26, 1998. The company anticipates that any
necessary expenditures would be made over the next 10 years. As of
December 26, 1998, the company had accruals of $13.1 million for these
matters. The company has not recorded any significant claims against third
parties associated with these accruals.
As of December 26, 1998, the company had an accrual of $39.7 million
recorded for the estimated costs of adhesive claims against its Wilsonart
subsidiary. Also recorded were assets totaling $17.5 million, which represent
future amounts expected to be reimbursed by its insurer for these claims.
None of the company's contingencies is expected to have a material adverse
effect on its financial position, results of operations or any individual
year's cash flow.
NOTE 13 QUARTERLY SUMMARY (unaudited)
Following is a summary of the unaudited interim results of operations, the
dividends declared per share of common stock and the price range of the
common stock composite for each quarter in the years ended December 26,
1998, and December 27, 1997.
(In millions, except First Second Third Fourth
per share amounts) quarter quarter quarter quarter
------- ------- ------- -------
Year ended December 26, 1998
Net sales $616.4 $675.3 $698.5 $748.9
Cost of products sold 391.1 426.2 447.4 462.2
Net income 23.9 32.3 38.7 41.2
Net income per share 0.39 0.52 0.63 0.67
Net income per share --
assuming dilution 0.37 0.50 0.60 0.64
Dividends declared
per share 0.09 0.10 0.10 0.10
Composite stock price range:
High 33 13/16 35 1/8 34 7/16 35 3/8
Low 27 3/8 30 15/16 26 7/16 27 13/16
Close 33 33 1/16 29 9/16 32 3/8
Year ended December 27, 1997
Net sales $545.6 $594.4 $601.4 $665.4
Cost of products sold 342.2 371.1 376.4 436.1
Net income 20.8 28.3 33.9 20.8
Net income per share 0.33 0.46 0.54 0.34
Net income per share --
assuming dilution 0.32 0.43 0.52 0.32
Dividends declared
per share 0.08 0.09 0.09 0.09
Composite stock price range:
High 23 7/8 30 32 15/16 33 1/8
Low 20 7/8 19 5/8 26 3/4 25 3/16
Close 20 7/8 26 3/4 32 7/16 27 9/16
In the fourth quarter of 1997, the company recorded a $14.5 million pretax
charge for global restructuring at the Food Equipment Group.
NOTE 14 SHAREHOLDERS' RIGHTS PLAN
In November 1996, the company replaced its shareholders' rights plan with a
new plan having a duration of 10 years, under which the company declared a
dividend of one Series A Junior Participating Preferred share purchase right
for each outstanding share of common stock. The company redeemed the common
share purchase rights declared under a 10-year rights agreement adopted in
March 1989.
If an acquirer buys 15% or more of the company's stock, the plan allows other
shareholders to buy, with each right, additional company shares at a 50%
discount. If the company is acquired in a merger or other business
combination transaction, rights holders will be entitled to buy shares of the
acquiring company at a 50% discount. If an acquirer buys between 15% and 50%
of the company's outstanding stock, the company can exchange part or all of
the rights of other holders for shares of the company's stock on a one-for-one
basis, or shares of the Series A Junior Participating Preferred stock on a
one-for-one-hundredth basis. Before an acquirer buys 15% or more of the
company's common stock, the company may redeem the rights. The Board is
authorized to reduce the 15% threshold to not less than 10%.
<PAGE>
<TABLE>
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
For the three years ended December 26, 1998
(In millions)
<CAPTION>
(In millions) Additions
--------------------
Charged Charged to
Balance at to Costs Other Balance
Beginning and Accounts-- Deductions-- at End
Description of Period Expenses Describe Describe of Period
- ----------- --------- -------- -------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Allowance for
doubtful accounts,
current and long-term:
Year ended $ 19.2 $ 3.7 - $ (4.1)<F1> $ 21.4
December $ 0.3 <F2>
26, 1998 $ 2.3 <F3>
Year ended $ 19.0 $ 4.4 - $ (4.2)<F1> $ 19.2
December $ (0.9)<F2>
27, 1997 $ 0.9 <F3>
Year ended $ 20.2 $ 5.5 - $ (5.8)<F1> $ 19.0
December $ (0.4)<F2>
28, 1996 $ (0.5)<F4>
Valuation allowance for deferred tax assets:
Year ended
December
26, 1998 $ 22.7 $ 1.5 - $ 13.1 <F3> $ 31.7
$ (5.6)<F5>
Year ended
December
27, 1997 $ 16.5 $ 6.2 - - $ 22.7
Year ended
December
28, 1996 $ 7.3 $ 9.2 - - $ 16.5
<FN>
<F1> Represents write-offs less recoveries.
<F2> Foreign currency translation adjustment.
<F3> Businesses acquired.
<F4> Business sold.
<F5> Corresponding reduction in deferred tax assets.
</TABLE>
EXHIBIT 10.6
PREMARK INTERNATIONAL, INC.
DIRECTOR STOCK PLAN
(As amended)
Section 1. Purposes. The purposes of the Premark International, Inc.
Director Stock Plan (the "Plan") of Premark International, Inc. (the "Company")
are to assist the Company in (1) promoting a greater identity of interests
between the Company's non-employee directors and its shareholders, and (2)
attracting and retaining directors by affording them an opportunity to share
in the future successes of the Company.
Section 2. Definitions.
"Act" shall mean the Securities Exchange Act of 1934, as amended.
"Award" shall mean the award of Common Stock as contemplated by Section 7 of
this Plan.
"Board" shall mean the Board of Directors of the Company.
"Change of Control" shall mean the happening of any of the following events:
(i) An acquisition by any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Act) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Act) of 20%
or more of either (1) the then outstanding shares of Common Stock (the
"Outstanding Company Common Stock") or (2) the combined voting power of the
then outstanding voting securities of the Company entitled to vote generally
in the election of directors (the "Outstanding Company Voting Securities");
excluding, however, the following: (1) any acquisition directly from the
Company, other than an acquisition by virtue of the exercise of a conversion
privilege unless the security being so converted was itself acquired from the
Company, (2) any acquisition by the Company, (3) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Company
or any corporation controlled by the Company or (4) any acquisition by any
Person pursuant to a transaction which complies with clauses (1), (2) and
(3) of subsection (iii) of this definition; or
(ii) A change in the composition of the Board such that the individuals who,
as of the effective date of the Plan, constitute the Board (such Board shall be
hereinafter referred to as the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however, for purposes
of this definition, that any individual who becomes a member of the Board
subsequent to such effective date, whose election, or nomination for election
by the Company's stockholders, was approved by a vote of at least a majority
of those individuals who are members of the Board and who were also members
of the Incumbent Board (or deemed to be such pursuant to this proviso) shall
be considered as though such individual were a member of the Incumbent Board;
but, provided further, that any such individual whose initial assumption of
office occurs as a result of either an actual or threatened election contest
(as such terms are used in Rule 14a-11 of Regulation 14A promulgated under
the Act) or other actual or threatened solicitation of proxies or consents
by or on behalf of a Person other than the Board shall not be so considered
as a member of the Incumbent Board; or
(iii) The approval by the stockholders of the Company of a reorganization,
merger or consolidation or sale or other disposition of all or substantially
all of the assets of the Company ("Corporate Transaction"); excluding,
however, such a Corporate Transaction pursuant to which (1) all or
substantially all of the individuals and entities who are the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Corporate Transaction
will beneficially own, directly or indirectly, more than 60% of,
respectively, the outstanding shares of common stock, and the combined voting
power of the then outstanding voting securities entitled to vote generally in
the election of directors, as the case may be, of the company resulting from
such Corporate Transaction (including, without limitation, a corporation
which as a result of such transaction owns the Company or all or
substantially all of the Company's assets either directly or through one or
more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Corporate Transaction, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the case may be,
(2) no Person (other than the Company, any employee benefit plan (or related
trust) sponsored or maintained by the Company or any corporation controlled
by the Company or such corporation resulting from such Corporate Transaction)
will beneficially own, directly or indirectly, 20% or more of, respectively,
the outstanding shares of common stock of the corporation resulting from such
Corporate Transaction or the combined voting power of the outstanding voting
securities of such corporation entitled to vote generally in the election of
directors except to the extent that such ownership existed with respect to
the Company prior to the Corporate Transaction and (3 ) individuals who were
members of the Incumbent Board will constitute at least a majority of the
board of directors of the corporation resulting from such Corporate
Transaction; or
(iv) The approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.
"Change of Control Price" shall mean the higher of (a) the Fair Market Value of
a share of Common Stock on the day of cancellation of an Award, and (b) the
highest cash purchase price per share of Common Stock paid in a Corporate
Transaction.
"Code" shall mean the Internal Revenue Code of 1986, as amended from time to
time, and the rules and regulations thereunder.
"Common Stock" shall mean the common stock, $1.00 par value, of the Company.
"Company" shall mean Premark International, Inc., a Delaware corporation.
"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the rules and regulations thereunder.
"Fair Market Value" shall mean the composite price of the Common Stock at the
close of business on the New York Stock Exchange upon the relevant date,
adjusted to the next higher five cents if such price shall not be divisible
by five cents.
"Fees" shall mean the annual retainer fee for a Participant in connection with
his or her service on the Board for any fiscal year of the Company.
"Participant" shall mean each member of the Board who is not an employee of the
Company or any subsidiary of the Company.
"Plan" shall mean the Premark International, Inc. Director Stock Plan.
"Retirement" shall mean the retirement by a Participant from the Board in
accordance with the Company's stated policy on Director retirement.
"Rules" shall mean the rules promulgated under the Act from time to time and
the interpretations issued by Securities and Exchange Commission in respect
thereof.
"Stock Option" shall mean a non-qualified stock option, which is further defined
as any right to Common Stock which does not qualify as an "incentive stock
option" as defined under the Code.
Section 3. Eligibility. Each member of the Board who is not an employee of
the Company or any subsidiary of the Company shall be eligible to participate
in the Plan.
Section 4. Shares Subject to the Plan. The number of shares of Common Stock
which shall be available for use under the Plan shall be 600,000, subject to
adjustment pursuant to Section 17 hereunder. The shares issued under the Plan
may be authorized and unissued shares or issued shares heretofore or hereafter
acquired and held as treasury shares. (As amended May 4, 1994.)
Section 5. Duration of Plan. Unless earlier terminated pursuant to Section 12
hereof, this Plan shall automatically terminate on, and no grants, awards or
elections may be made after, the date of the tenth anniversary of the approval
by stockholders of the Plan pursuant to Section 19 hereof.
Section 6. Administration. The Plan shall be administered under the direction
of the Board or any committee thereof so designated by the Board; provided,
however, that the Board or any such committee shall have no authority to
administer the Plan with respect to selection of Participants under the Plan
or the timing, pricing or amounts of any grants or awards.
Section 7. Initial Awards. Each Participant shall receive one thousand (1,000)
shares of Common Stock, upon serving his or her initial three months as a member
of the Board.
Section 8. Stock in Lieu of Retainer. Each Participant who, in any year of the
Plan, files with the Company an irrevocable election concerning the Fees to be
earned in the next fiscal year, may receive in lieu of cash an amount of shares
of Common Stock equal in value to all or any portion of the Fees (but only
increments of 25%) as so designated by the Participant, which amount shall
be determined by dividing the Fees payable in each fiscal quarter of the
Company by the Fair Market Value of a share of Common Stock on the last business
day of such fiscal quarter (but if such date is not a day on which the New York
Stock Exchange is open, then on the next preceding day on which the New York
Stock Exchange is open), except that only whole numbers of shares shall be
obtainable pursuant to this Section, and any remainder Fees which otherwise
would have purchased a fractional share shall be paid in cash.
Section 9. Stock Options. (a) Each Participant who, in any year of the Plan,
files with the Company an irrevocable election concerning the Fees to be earned
in the next fiscal year, may receive in lieu of all or any portion of the cash
Fees (but only increments of 25%) as so designated by the Participant, a Stock
Option for an amount of shares of Common Stock in each fiscal year as follows:
Percent of Annual Number of Options
Retainer Foregone Received
100% . . . . . . . . . . 3,000
75% . . . . . . . . . . 2,250
50% . . . . . . . . . . 1,500
25% . . . . . . . . . . 750
The exercise price of such shares shall be determined as follows:
Fair Market Value of a Share of Common Stock Minus 100% of Fee Divided By 3,000
Equals Exercise Price Per Share
Fair Market Value of a Share of Common Stock Minus 75% of Fee Divided By 2,250
Equals Exercise Price Per Share
Fair Market Value of a Share of Common Stock Minus 50% of Fee Divided By 1,500
Equals Exercise Price Per Share
Fair Market Value of a Share of Common Stock Minus 25% of Fee Divided By 750
Equals Exercise Price Per Share
(As amended August 7, 1996.)
In no event, however, shall the exercise price be less than 50% of the Fair
Market Value of a share of Common Stock on the date of the grant. (As amended
May 4, 1994.)
(b) The date of grant of a Stock Option pursuant to this Section 9 shall
be the date of the annual meeting of stockholders of the Company next following
the Participant's election to receive a Stock Option in lieu of cash Fees. If
such day would not be a day on which the New York Stock Exchange is open, then
the date of grant will be on the next succeeding day on which the New York
Stock Exchange is open. (As amended March 5, 1997.)
(c) A Stock Option granted pursuant to this Section 9 shall vest and be
exercisable on the last day of the fiscal year in which the Stock Option is
granted. The term of exercisability for a Stock Option granted under this
Section 9 shall be ten (10) years.
(d) The remaining terms and conditions of each such Stock Option shall be
as set forth in this Plan and in the form of Stock Option Agreement used in
connection with this Plan.
Section 10. Transferability. Rights, grants and awards under the Plan may
not be assigned, transferred, pledged or hypothecated, and shall not be
subject to execution, attachment or similar process. Any such right, grant
or award constituting a "derivative security" under the Rules shall not be
transferable by a Participant other than by will or by operation of applicable
laws of descent and distribution or pursuant to a domestic relations order or
qualified domestic relations order as such terms are defined by the Code or
ERISA.
Section 11. Amendment. The Plan may be amended by the Board; provided,
however, that (a) no amendment shall be made that would impair prior awards or
rights of a Participant without his or her consent; (b) no such amendment shall
be effective without the approval by the holders of a majority of the shares of
the Common Stock present, or represented, and entitled to vote at a meeting held
for such purpose, if such amendment would materially (i) increase the benefits
accruing to Participants under the Plan, (ii) increase the number of securities
which may be issued under the Plan, or (iii) modify the requirements as to
eligibility for participation in the Plan; and (c) no amendment shall be made
which would prevent a Participant's participation in the Plan from being
entitled to an exemption from Section 16(b) of the Act. (As amended
March 5, 1997.)
Section 12. Termination. The Plan may be terminated at anytime by the
Board or by the approval by the holders of a majority of the shares of the
Common Stock present, or represented, and entitled to vote at a meeting held for
such purpose.
Section 13. Withholding Taxes. No later than the date as of which an
amount first becomes includible in the gross income of the Participant for
Federal income tax purposes with respect to any Award under the Plan or with
respect to any exercise of any Stock Option granted under the Plan, the
Participant shall pay to the Company, or make arrangements satisfactory to the
Company regarding the payment of, any Federal, state, local or foreign taxes of
any kind required by law to be withheld. Such withholding obligations may be
settled with Common Stock, including Common Stock that is part of the Award or
that is received upon the exercise of the Stock Option that gives rise to the
withholding requirement. The obligations of the Company under the Plan shall be
conditional upon such payment or arrangements, and the Company shall, to the
extent permitted by law, have the right to deduct any such taxes from any
payment otherwise due to the Participant.
The Company may establish such procedures as it deems appropriate, including the
making of irrevocable elections or the timing of the use of Common Stock, for
the settlement of its withholding obligations.
Section 14. Effect of Change of Control. Notwithstanding any other
provision of the Plan to the contrary, in the event of a Change of Control, any
Stock Options outstanding and not then exercisable and vested as of the date
such Change of Control is determined to have occurred, shall become fully
exercisable and vested to the full extent of the original grant. During the 60-
day period from and after a Change of Control, (the "Exercise Period"), a
Participant who holds a Stock Option shall have the right, in lieu of the
payment of the exercise price for the shares of Common Stock being purchased
under the Stock Option and by giving notice to the Company, to elect (within the
Exercise Period) to surrender all or part of a Stock Option to the Company and
to receive cash, within 30 days of such notice, in an amount equal to the amount
by which the Change of Control Price per share of Common Stock on the date of
such election shall exceed the exercise price per share of Common Stock under
the Stock Option (the "Spread") multiplied by the number of shares of Common
Stock granted under the Stock Option as to which the right granted under this
Section shall have been exercised; provided, however, that if the Change of
Control is within six (6) months of the date of grant of a particular Stock
Option held by a Participant no such election shall be made by such Participant
with respect to such Stock Option prior to six (6) months from the date of
grant. If the end of such 60-day period from and after a Change of Control is
within six (6) months from the date of grant of a Stock Option or the date of
an Award, such Stock Option or Award shall be cancelled in exchange for a cash
payment to the Participant, effected on the day which is six (6) months and one
day after the date of grant of such Stock Option or Award, as the case may be,
equal to (a) in the case of a Stock Option, the Spread multiplied by the number
of shares of Common Stock granted under the Stock Option, or (b) in the case of
an Award, the Change of Control Price multiplied by the number of shares of
Common Stock comprising an outstanding Award.
Section 15. Death, Disability, Termination or Retirement of Participant.
(a) Death While A Director. Notwithstanding any other provision of the Plan to
the contrary, in the event of the death of a Participant while a member of the
Board, any Stock Options outstanding as of the date of death and not then
exercisable shall become immediately exercisable, and all outstanding Stock
Options held by such Participant shall remain exercisable by the person to
whom the Stock Option is transferred by will or by the laws of descent and
distribution for a period of the lesser of (i) the remaining term of the Stock
Option, or (ii) three (3) years after the date of death.
(b) Disability, Retirement or Other Termination. Except as otherwise
provided by the Plan, in the event of a Participant's termination of membership
on the Board as a result of the Participant's disability or Retirement or for
another reason other than cause, any Stock Options outstanding as of the date of
such termination and not then exercisable shall (i) be adjusted in amount to
reflect the proportion of Fees earned in the final year of such Participant's
service (in consideration of such Participant's elections for such year), and
(ii) become exercisable on the last day of the Company's then-current fiscal
year. All outstanding Stock Options held by such Participant shall remain
exercisable for the full period contemplated by the terms of such Stock Option.
In the event of the death of a Participant subsequent to termination of
membership from the Board as a result of retirement or for another reason, any
Stock Options outstanding as of the date of death and not then exercisable shall
become immediately exercisable, and all outstanding Stock Options held by such
Participant shall remain exercisable by the person to whom the Stock Option is
transferred by will or by the laws of descent and distribution for a period of
the lesser of (i) the remaining term of the Stock Option, or (ii) three (3)
years after the date of death.
Section 16. Effect of Termination for Cause. If a Participant incurs a
termination of membership on the Board for cause, such Participant's Stock
Options which are not then exercisable shall be deemed automatically cancelled
immediately.
Unless otherwise determined by the Board, for purposes of the Plan "cause" shall
mean (i) the conviction of the Participant for a felony, or (ii) dishonesty in
the course of fulfilling the Participant's duties as a director.
Section 17. Adjustments Upon Changes in Capitalization. In the event of
any merger, reorganization, consolidation, recapitalization, stock dividend,
stock split, extraordinary distribution with respect to the Common Stock or
other change in corporate structure affecting the Common Stock, the Board may
make such substitution or adjustments in the aggregate number and kind of shares
reserved for issuance under the Plan, in the number, kind and option price of
shares subject to outstanding Stock Options, in the number and kind of shares as
Awards to be granted under the Plan and/or such other substitution or
adjustments in the consideration receivable upon exercise as it may determine to
be appropriate in its sole discretion; provided, however, that the number of
shares subject to any Award shall always be a whole number.
Section 18. Regulatory Matters. The Plan is intended to be construed so
that participation in the Plan will be exempt from Section 16(b) of the Act,
pursuant to Rule 16b-3 as promulgated thereunder, as may be further amended or
interpreted by the Securities and Exchange Commission. In the event that any
provision of the Plan shall be deemed not to be in compliance with the Rules, in
order to enjoy the exemption from the Act, such provision shall be deemed of
no force or effect and the remaining provisions of the Plan shall remain in
effect.
Section 19. Effectiveness of Plan. The Plan shall become effective as
of the date its adoption by the Board is approved by the holders of a majority
of the shares of the Common Stock present, or represented, and entitled to vote
at a meeting held for such purpose.
Exhibit 21
PREMARK INTERNATIONAL, INC.
SUBSIDIARIES
MARCH 3, 1999
PLACE OF
NAME INCORPORATION
Adamatic, A Corporation New Jersey
Arborite Inc. Canada
Baker's Aid, Inc. Delaware
Baxter Mfg. Co. Inc., The Washington
Bourgeois Tricault Regithermic France
Comercializadora West Bend, S.A. de C.V. Mexico
Compagnie Hobart S.A. France
Corporacion Coral, S.A. de C.V. Mexico
Display Edge Technology, Ltd. Ohio
Equipment Technique Service S.A.R.L. France
Eurotec Srl Italy
FEG France Holdings, Inc. Delaware
Florida Tile Industries, Inc. Florida
Foster Refrigerator (U.K.) Limited United Kingdom
Foster Refrigerator France S.A. France
Foster Refrigerator U.K. Management Services United Kingdom
FTI Factors, Inc. Delaware
Hobart (Japan) K.K. Japan
Hobart (Swiss) A.G. Switzerland
Hobart Andina S.A. Columbia
Hobart Argentina S.A. Argentina
Hobart Corporation Delaware
Hobart Dayton Mexicana, S.A. de C.V. Mexico
Hobart do Brasil Ltda. Brazil
Hobart Equipment Leasing Limited United Kingdom
Hobart Food Equipment Co., Ltd. China
Hobart Food Equipment Pty Ltd. Australia
Hobart Foster Belgium N.V. Belgium
Hobart Foster Danmark A/S Denmark
Hobart Foster Holland B.V. Netherlands
Hobart Foster Sverige AB Sweden
Hobart Foster Techniek B.V. Netherlands
Hobart Foster, Norge A/S Norway
Hobart GmbH Germany
Hobart Holdings, Inc. Delaware
Hobart International (Singapore) PTE LTD Singapore
Hobart International (South Asia), Inc. Delaware
Hobart International, Inc. Delaware
Hobart Korea Co. Ltd. Korea
Hobart Manufacturing Company United Kingdom
Limited, The
Hobart Manufacturing Company Pty Australia
Ltd., The
Hobart Sales & Service, Inc. Ohio
Hopital Services Systemes S.A. France
ICI Products, Inc. Delaware
Inox Equipment S.A. France
International Product Supply, Inc. Delaware
KaiRak, Inc. California
LAI SRI (AL) Italy
Mahelma SA Spain
Maquilas y Componentes Industriales, Mexico City, Mexico
S.A. de C.V.
Marcap, Inc. Washington
Mark France France
MBM Srl. Italy
PMI FEG Holland B.V. Netherlands
PMI Food Equipment (Hong Kong) Limited Hong Kong
PMI Food Equipment Group (Malaysia), Inc. Delaware
PMI Food Equipment Group Europe S.A. France
PMI Food Equipment Group France S.A. France
Precor Incorporated Delaware
Precor Products Limited United Kingdom
Precor Sportgerate GmbH Germany
Premark Canada Inc. Canada
Premark Export Sales, Ltd. Barbados
Premark FEG Beteiligingsgesellschaft MbH Germany
Premark FEG GmbH & Co. KG Germany
Premark FEG L.L.C. Delaware
Premark Finance Limited United Kingdom
Premark FT Holdings, Inc. Delaware
Premark HII Holdings, Inc. Ohio
Premark Holdings Limited United Kingdom
Premark International Holdings B.V. Netherlands
Premark International, Inc. Delaware
Premark International, Inc. (Wyoming) Wyoming
Premark N.V. Netherlands Antilles
Premark Real Estate Holdings, Inc. Delaware
Premark RWP Holdings, Inc. Delaware
Premark Services, Inc. Delaware
Premark WB Holdings, Inc. Delaware
Quality Food Equipment (PTY) Ltd South Africa
Resopal GmbH Germany
Sarsfield Corporation N.V. Netherlands Antilles
SC Bourgeois France
Servicios de Reynosa, S.A. de C.V. Mexico
Servizi Ovadesi Srl Italy
Stanley Knight Corporation Delaware
Tasselli Industria Frigoriferi SpA Italy
Traulsen & Co., Inc. Delaware
Traulsen International, Inc. New York
Wavebest Limited United Kingdom
West Bend Company, The Delaware
West Bend de Mexico, S.A. de C.V. Mexico
Wilsonart (Shanghai) Co. Ltd. China
Wilsonart (Thailand) Co., Ltd. Thailand
Wilsonart Germany GmbH Germany
Wilsonart Holdings Limited United Kingdom
Wilsonart Hong Kong Limited Hong Kong
Wilsonart India Private Limited India
Wilsonart International Holdings, Inc. Delaware
Wilsonart International, Inc. Delaware
Wilsonart Korea Ltd. Korea
Wilsonart Limited United Kingdom
Wilsonart Singapore Pte. Ltd. Singapore
Wilsonart South Africa (Pty) Ltd. South Africa
Wilsonart Taiwan Corporation Taiwan
Wittco Foodservice Equipment, Inc. Wisconsin
Wolf Catering Equipment (U.K.) Limited United Kingdom
Wolf Range L.L.C. Delaware
Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statements
(Form S-8 Nos. 333-26745, 33-53561 and 33-51021) pertaining to the Premark
International, Inc. Director Stock Plan and the Premark International, Inc.
1994 Incentive Plan, and in the Registration Statements (Form S-3 Nos. 333-
62105 and 33-35137) of Premark International, Inc. and in the related
Prospectuses of our report dated February 5, 1999, with respect to the
consolidated financial statements and schedule of Premark International, Inc.
included in this Annual Report (Form 10-K) for the year ended December 26,
1998.
ERNST & YOUNG LLP
Chicago, Illinois
March 19, 1999
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-26745), the Registration Statement on Form S-8
(No. 33-53561), the Registration Statement on Form S-8 (No. 33-51021), the
Prospectus constituting part of the Registration Statement on Form S-3 (No.
333-62105), and the Prospectus constituting part of the Registration
Statement on Form S-3 (No. 33-35137) of Premark International, Inc. of our
report dated February 14, 1997 appearing as Exhibit 99.1 of this Form 10-K.
PRICEWATERHOUSECOOPERS LLP
Chicago, Illinois
March 19, 1999
Exhibit 24
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
directors of Premark International, Inc., a Delaware corporation,
(the "Corporation"), hereby constitute and appoint John M.
Costigan, L. John Fletcher and Gregory J. Mancuso, and each of
them, true and lawful attorneys-in-fact and agents of the
undersigned, with full power of substitution and resubstitution,
for and in the name, place and stead of the undersigned, in any
and all capacities, to sign the Annual Report on Form 10-K of the
Corporation for its fiscal year ended December 26, 1998, and any
and all amendments thereto, and to file or cause to be filed the
same, together with any and all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents and substitutes, and each of them, full power and
authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises as
fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and substitutes, and each of them,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set
his or her hand and seal this 3rd day of March, 1999.
James M. Ringler
Harry W. Bowman
Gary P. Coughlan
Ruth M. Davis
Lloyd C. Elam
W. James Farrell
Richard S. Friedland
John B. McKinnon
David R. Parker
Janice D. Stoney
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM PREMARK
INTERNATIONAL, INC.'S 1998 FINANCIAL STATEMENTS AS FILED IN ITS ANNUAL REPORT
ON FORM 10-K AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-26-1998
<PERIOD-START> DEC-28-1997
<PERIOD-END> DEC-26-1998
<CASH> 147,600
<SECURITIES> 0
<RECEIVABLES> 497,400
<ALLOWANCES> 20,600
<INVENTORY> 455,100
<CURRENT-ASSETS> 1,195,800
<PP&E> 1,174,500
<DEPRECIATION> 611,900
<TOTAL-ASSETS> 2,095,900
<CURRENT-LIABILITIES> 589,100
<BONDS> 261,100
0
0
<COMMON> 69,000
<OTHER-SE> 934,600
<TOTAL-LIABILITY-AND-EQUITY> 2,095,900
<SALES> 2,739,100
<TOTAL-REVENUES> 2,739,100
<CGS> 1,726,900
<TOTAL-COSTS> 1,726,900
<OTHER-EXPENSES> 4,700
<LOSS-PROVISION> 3,700
<INTEREST-EXPENSE> 15,000
<INCOME-PRETAX> 219,600
<INCOME-TAX> 83,500
<INCOME-CONTINUING> 136,100
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 136,100
<EPS-PRIMARY> 2.20
<EPS-DILUTED> 2.11
</TABLE>
Exhibit 99.1
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders
of Premark International, Inc.:
In our opinion, the consolidated financial statements for the year ended
December 28, 1996 (listed in the financial table of contents appearing
on page 29 of this Form 10-K Annual Report under the heading "Financial
Statements") present fairly, in all material respects, the results of
operations and cash flows of Premark International, Inc. and its subsidiaries
for the year ended December 28, 1996, in conformity with generally accepted
accounting principles. 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 audit. We conducted our audit of
these statements in accordance with generally accepted auditing standards
which 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, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for the opinion expressed above. We
have not audited the consolidated financial statements of Premark
International, Inc. for any period subsequent to December 28, 1996.
PRICEWATERHOUSECOOPERS LLP
Chicago, Illinois
February 14, 1997
