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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993 Commission file # 0-2129
----------------- --------
THE RAYMOND CORPORATION
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(Exact name of registrant as specified in its charter)
New York 15-0372290
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Greene, New York 13778
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (607) 656-2311
---------------
Securities registered pursuant to Section 12(b) of the Act:
None
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1.50 par value per share
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6.50% Convertible Subordinated Debentures Due 2003
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(Title of class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months, 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 (section 229.405 of this chapter) 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
----
As of March 11, 1994, aggregate market value of the voting stock held
by nonaffiliates of the registrant was $82,076,593. There were
6,028,391 shares of the registrant's Common Stock, $1.50 par value,
outstanding at that date.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders for the year ended
December 31, 1993 are incorporated by reference into Parts I, II and
IV.
Portions of the Proxy Statement for the Annual Meeting to be held
April 30, 1994 are incorporated by reference into Part III.
Certain documents previously filed with the Securities Exchange
Commission have been incorporated herein by reference in Part IV.
The total number of pages in this filing is 349.
Exhibit Index is located on pages 17-19.
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THE RAYMOND CORPORATION, GREENE, NEW YORK
Form 10-K
PART I
------
Item 1. Business
-----------------
(a) The Company (as used herein the term "Company" refers to
The Raymond Corporation and its subsidiaries, both
consolidated and unconsolidated, and direct and indirect,
and the term "Raymond" refers to The Raymond
Corporation alone) operates predominately in one business
segment, that being the design, manufacture, sale, leasing
and short-term rental of materials handling systems.
Revenues are realized predominately through its North
American Dealer Network although the Company has been
expanding internationally with minimal capital investment
through distribution and O.E.M. (Original Equipment
Manufacturer) supply agreements.
Raymond was organized in 1840 as Lyon Iron Works, in
Greene, New York. In l922, George G. Raymond, Sr.
purchased the Company. The Company produced its first
material handling product in l930, under the Lyon name, and
was ultimately renamed The Raymond Corporation in l951.
Shares were first offered to the public in 1956.
The major components of the Company's international
operations are Raymond Industrial Equipment, Ltd. a wholly-
owned Canadian manufacturing subsidiary and G.N. Johnston
Equipment Co. Ltd., the exclusive Canadian distributor
that is 45% owned by R.H.E. Ltd., a wholly-owned subsidiary
of the Company. Foreign exchange exposure on international
operations is limited primarily to the Canadian dollar and is
minimized through the purchase of foreign currency exchange
contracts.
In 1991, the Company and Mitsubishi Caterpillar Forklift
America Inc. ("MCFA") signed an agreement to create a joint
venture company. The joint venture company, known as
Material Handling Associates, Inc., ("MHA") is a separate
enterprise which designs, develops, and sells products to be
manufactured exclusively by the Company and distributed
exclusively through MHA dealers using Caterpillar trademarks.
This venture is intended to expand distribution of products
manufactured by the Company and to provide additional
opportunities for the sale of replacement parts and
accessories.
During 1992, the Company entered into an agreement with B.T.
Industries AB ("BT") of Mjolby, Sweden, a European
manufacturer and distributor of lift trucks. Under the
agreement, the Company manufactures a European version of the
SWING-REACH(R) truck for distribution by BT. In addition, the
agreement grants BT the non-exclusive right to distribute
this product in other markets in which the Company currently
does not participate.
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The Company has equity investments in certain members of the
Company's Dealer Network. In 1993, the Company expanded its
Dealer Network into Brazil, Venezuela and Singapore.
Existing markets in Mexico were expanded to include
additional sales territories.
During 1993, the Company had a successful offering of $57.5
million principal amount of subordinated convertible deben-
tures. Approximately $27 million of the net proceeds has
been used by the Company to repay indebtedness, and the
remaining proceeds will be used to expand the Company's
distribution system and for general corporate purposes.
(b) Financial Information about Industry Segments
---------------------------------------------
"Note K- Business Segment Information" on Page 31 of the
Annual Report to Shareholders for the year ended December 31,
1993 is incorporated herein by reference.
(c) Narrative Description of Business
---------------------------------
(i) Principal Products and Services
-------------------------------
The Company's products are marketed under the RAYMOND(R) name.
The Company's products fall into two categories: (A) unit
load and case pick load handling and (B) automated storage
and retrieval. The latter category is a systems business,
characterized by Company-produced hardware supported by
Company and third party developed software.
The Company's unit load and case pick load products are
operator-controlled machines used to move a load from point A
to point B. The unit load and case pick load product line
includes orderpickers, walkies, sideloaders, straddle, SWING-
REACH(R), and REACH-FORK(R) trucks for narrow-aisle and very
narrow-aisle operation, and counterbalanced PACER(TM) trucks.
The automated storage and retrieval product line is built
around the Company's storage and retrieval carousel, an
operator-efficient machine designed to bring a specified
shelf location to a worker through computer or manually
generated commands.
In 1990, a new line of orderpickers with advanced
microprocessor control was introduced by the Company. The
Raymond orderpickers significantly reduce the high costs and
time involved to pick orders. Total programmability, through
the intellidrive(R) control system, allows truck performance to
be tailored to each user's needs to optimize productivity.
The intellidrive(R) system utilizes microchip technology
developed by the Company and is designed to replace control
systems based on hydraulic and mechanical technologies
commonly utilized in the industry. The intellidrive(R) system
enhances the trucks' performance characteristics and
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productivity and has allowed the Company to reduce
manufacturing costs through reduced material and labor
expense.
In 1991, the Company introduced a series of products known as
EASi products - Ergonomically Advanced Systems with intelli-
drive(R). This new line of trucks is designed for greater
operator comfort and enhanced productivity. The trucks in-
cluded in this series are the operator-up SWING-REACH(R) truck,
orderpicker and narrow aisle REACH-FORK(R) trucks. The new
EASi REACH-FORK(R) truck has unequaled capacity at elevated
heights and provides greater space utilization and increased
productivity.
Also in 1991, five new Raymond Walkies were introduced
featuring a top-mounted operator's steering handle and other
innovations.
In 1992, the Company introduced a new base model version of
the orderpicker and REACH-FORK(R) truck.
In 1993, a new generation of the EASi REACH-FORK(R) truck and
EASi Orderpicker were introduced, designed for greater opera-
tor comfort and productivity. Raymond also introduced regen-
erative braking to allow recycling of energy back into the
battery, improving overall efficiency while extending compo-
nent life. The truck also has an innovative motor impeller
design, ensuring a superior air flow system which improves
component life and further enhances operator comfort.
Also in 1993, the Company introduced an option on the EASi
REACH-FORK(R) truck and EASi Orderpicker called SMARTi(TM).
SMARTi enables the customer to easily obtain reports on the
truck's activities by shift, day or week to help evaluate
productivity.
In addition, two new Walkies were introduced in 1993. The
8,000 pound capacity Walkie and the transistor-controlled
4,000 pound capacity Walkie are designed to increase produc-
tivity.
All of these vehicles, controls and systems are sold through
a network of dealerships, which have multiple full service
facilities across their trading area and are supported by a
repair and replacement parts service. The Company's replace-
ment parts and accessories business supports the base of the
Company's lift trucks in service and provides new parts and
service to customers who have service needs for non-Company
equipment. In addition, the Company rebuilds and sells elec-
tric motors and other components for replacement use,
offering its customers a cost-effective alternative to
purchasing a new motor for both Company and non-Company
equipment.
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Raymond Leasing Corporation offers lease financing, short-
term rentals and sales of used equipment and serves as a
marketing vehicle for the Company's products by providing the
Company's Dealer Network with flexible leasing programs.
The Company presently manufactures lift truck masts for two
original equipment manufacturer (O.E.M.) customers.
The product and service categories of the Company's business
segment are shown with percentage of revenue contributed in
"Note K- Business Segment Information" on page 31 of the
Annual Report to Shareholders for the year ended December 31,
l993, which is incorporated herein by reference.
(ii) Status of Announced Products Not Yet Introduced
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The Company has not made a public announcement about any new
products or industry segments that will require a material
investment of assets or that are otherwise material.
However, as in prior years, the Company expects to introduce
new and enhanced models through its normal research and
development activities.
(iii) Sources and Availability of Raw Materials
-----------------------------------------
The Company fabricates certain components of its products
from bar, strip, rod, and plate steel and it procures the
components from the best available sources of supply, which
include a broad range of internal manufacturing capabilities.
Individual decisions to make or buy are based upon numerous
factors, the more significant being quality, cost, lead time,
and technological sensitivity.
The Company has no significant long-term commitments with any
supplier and believes its supply arrangements are adequate
for current and presently foreseeable needs. Certain
electric motors, forks, castings, hydraulic and electronic
components are made to Company specifications and are
purchased from single sources. Many of these single source
situations are backed up by either an agreement to allow
manufacture by alternate sources or by the availability of
similar standard components. Continued effort is made by the
Company's Engineering and Purchasing Departments to establish
and improve the strong working relationships between the
Company and its suppliers.
The Company's products vary in capacity, function, and load
capability; thus specifications for a particular order
require that many of the components are only made to orders
booked. Commonly used parts are manufactured or purchased
and stocked to minimize production time. Finished products
are normally assembled only to orders booked. Every effort
is made to keep inventories low, while meeting competitive
delivery commitments.
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(iv) Patents, Trademarks, Licenses, Franchises and Concessions Held
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The Company has numerous registered patents in the United
States, Canada and several European countries with respect to
various inventions, including the intellidrive(R) control sys-
tem. Although the Company considers that, taken as a whole,
the rights under these patents, which expire from time to
time, are a valuable asset, it does not regard its business
as being materially dependent upon any single patent or any
group of patents.
The Company also has a number of registered and common law
trademarks and service marks for its products. The trade-
marks, taken as a whole, are considered by the Company to be
important to its business.
(v) Seasonality of Business
-----------------------
The Company does not recognize its business segment or any of
its products or services as seasonal.
(vi) Working Capital Practices
-------------------------
The Company pursues and the industry demands no special busi-
ness practices with respect to working capital items.
(vii) Customers
---------
The Company distributes its products principally through its
Dealer Network. These Dealers sell the Company's products to
the end users. These end users represent a broad cross-
section of industry. They include public and private
businesses engaged in the manufacture, storage and/or
distribution, both wholesale and retail, of a wide variety of
products: materials, food, textiles, paper, steel, rubber,
electrical components, equipment and machinery.
In 1992, the Company established its National Accounts Pro-
gram, which offers selected large customers a single purchas-
ing and financing source for their materials handling equip-
ment and service needs. Delivery, installation and after-
sale service are provided by the Company's Dealer Network.
The program focuses on fleet users of lift trucks with
facilities in several areas of the country.
No single customer (end user) of the Company accounts for 10%
or more of the Company's total consolidated revenues.
(viii) Backlog
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As of December 31, 1993, the backlog of orders aggregated
approximately $52,297,000 compared with a backlog of approxi-
mately $31,919,000 on December 31, 1992. No assurance can be
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given that the backlog will continue at any particular level.
The Company reasonably expects to fill the backlog of orders
within the current fiscal year, unless a longer production
lead time has been requested by the customer. The Company
believes that its current backlog can generally be considered
firm; no significant cancellations are expected.
(ix) Contracts Subject to Termination or Renegotiation
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There is no material portion of the business that is subject
to renegotiation of profits or termination of contracts or
subcontracts at the election of the Government.
(x) Competition
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While competitive conditions vary from product to product,
all of the Company's products are marketed in the highly
competitive manufacturing and warehousing materials handling
systems markets. Historically, the Company's strength has
been in providing superior application-specific product
performance, service and reliability.
The Company is a major competitor in all market segments in
which it participates, generally competing with other major
national and international manufacturers. Many small manu-
facturers compete with a few major manufacturers in a highly
fragmented market. In addition to these direct competitors,
a number of other products compete indirectly for the
industrial consumer's materials handling dollars. The
Company believes it is the only North American manufacturer
which designs and manufactures its own vehicle controls.
This allows the Company to be a leader in developing and
applying new control technologies; respond more quickly to
user demands and trends; and differentiate its products with
respect to key competitive factors such as productivity and
ergonomics.
The Company believes it is the only company offering its
comprehensive array of materials handling systems, products
and services to the markets it serves.
Because of Raymond's broad product mix, the Company has no
one single competitor but rather various competitors across
its two product categories:
o Unit load and case pick load handling -- In recent years
Raymond has introduced a new enhanced line of orderpickers,
reach trucks, turret trucks and walkies which have solidified
the Company's position in the unit load and case pick load
handling category. Over time several manufacturers have
emerged as key competitors in this category, including U.S.
based Crown Equipment Corporation, Clark Material Handling
Company, a wholly-owned subsidiary of Terex Corporation, and
the Yale Industrial and Hyster subsidiaries of North American
Coal Company.
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o Automated storage and retrieval -- There are two principal
competitors in this market, White Storage & Retrieval
Systems, Inc. and The Buschman Company. Innovative software
control programs have allowed Raymond to differentiate itself
in this market.
(xi) Research and Development
------------------------
The cost of the Company's research and development program
amounted to $4,251,000 in 1993 compared to $2,557,000 in
1992, and $4,382,000 in 1991. The Company works closely with
customers in the development of product application to
fulfill a particular materials handling requirement.
(xii) Compliance with Environmental Laws and Regulations
--------------------------------------------------
The Company's production facilities and operations are
subject to a variety of federal, state and local
environmental and job safety laws and regulations, including
various federal, state and local laws, ordinances and
regulations pursuant to which an owner of real property may
become liable for the costs of removal or remediation of
certain hazardous or toxic substances located on or in such
property. Environmental laws often impose liability without
regard to whether the owner knew of, or was responsible for,
the presence of such hazardous or toxic substances. The
presence of such substances, or the failure to remediate the
presence of such substances properly, may adversely affect
the owner's ability to sell such real estate or to borrow
using such real estate as collateral. In particular, the
federal Comprehensive Environmental Response, Compensation
and Liability Act ("CERCLA") imposes joint and several
liability for clean-up and enforcement costs, without regard
to fault or to the legality of the original conduct, on
current or predecessor owners or operators of a site. Under
CERCLA, an owner or operator of the site may be liable for
all or part of the costs to clean up sites at which waste has
been released by the owners, the owner's lessees, or by
predecessor or successor owners. In addition, liability
extends to persons/companies which generated the hazardous
substances located on the property, or arranged for disposal
of such substances. The Company believes that it is in
compliance in all material respects with all relevant
federal, state and local rules, regulations and regulations
regarding hazardous or toxic substances. No assurances,
however, can be given that the Company is aware of all
potential environmental liabilities, or that there are not
material environmental liabilities of which the Company is
not aware.
(xiii) Employees
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The Company had 1,195 employees on December 31, 1993.
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(d) Foreign and Domestic Operations and Export Sales
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(1) "Note K- Business Segment Information" on Page 31 of the
Annual Report to Shareholders for the Year ended December
31, 1993 is incorporated herein by reference.
(2) The Company has no extraordinary risks attendant to its for-
eign operations.
Item 2. Properties
-------------------
The Company's corporate headquarters and main manufacturing
facility are located in an approximately 70,000 square foot
office building and approximately 325,000 square foot
adjacent plant in Greene, New York, both of which are owned
by the Company.
The Company owns a modern 124,000 square foot steel and
masonry manufacturing and office building in Brantford,
Ontario, Canada. The manufacturing plant is currently
undergoing expansion of an additional 14,400 square feet.
The Company owns a modern one-story facility located in East
Syracuse, New York which houses the Company's Parts Distribu-
tion Center and a Raymond dealership. The facility, made of
steel and masonry construction, contains approximately 61,000
square feet of warehouse and office space. Approximately
9,300 square feet of the warehouse is presently occupied by
Raymond Leasing Corporation's rental department and truck
repair facility.
The Company currently leases approximately 10,300 square feet
of space from The Greene Central School District in Greene,
New York for use as a training center. The lease, for a five
year period, expires December, 1995.
All of the Company's properties and machinery are believed to
be well maintained and in good condition. The Company esti-
mates that its production capacity is adequate for the busi-
ness anticipated during the next three or four years.
Item 3. Legal Proceedings
--------------------------
The Company is currently defending in approximately 80
products liability and similar lawsuits involving industrial
accidents. Management believes that none of these will
individually have a material adverse effect on the Company.
Taken as a whole, the damages claimed would have a material
adverse effect on the Company but actual costs of judgments,
settlements and costs of defense have not had such an effect
to date. The Company views these actions, and related
expenses of administration, litigation and insurance, as part
of the ordinary course of its business. The Company uses a
combination of self-insured retention and insurance, paid for
in part by its dealers, to manage these risks and believes
that the insurance coverage and reserves established for
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self-insured risks are adequate. The Company's dealers
contribute to the funding of the Company's products liability
program and, in turn, the Company indemnifies the dealers
against product liability expense and manages product
liability claims. The Company has a policy of aggressively
defending these lawsuits which generally take several years
to ultimately resolve.
The Company is also one of thirteen remaining defendants in a
private environmental lawsuit. The five plaintiffs in the
case are Cooper Industries, Inc., Keystone Consolidated
Industries, Inc., The Monarch Machine Tool Co., Niagara
Mohawk Power Corporation and Overhead Door Corporation.
Plaintiffs have been ordered by the United States
Environmental Protection Agency to perform a Remedial
Investigation/Feasibility Study with respect to a 20 acre
site located in Cortland, New York and are seeking
contribution from each of the defendants. Plaintiffs have
alleged that each defendant is a "Potentially Responsible
Party" as that term is defined in environmental statutes.
Pretrial discovery is in its early stages and is expected to
continue for some time. The site involved in the litigation
was a manufacturing site for many decades prior to 1971.
From 1971 to 1985, a scrap metal processing operation was
conducted at the site. From 1975 to 1982, the owners of the
scrap metal processing operation purchased scrap metal from
the Company. The plaintiffs have alleged that the scrap
metal purchased from the Company was coated with certain
solvents and/or cutting oils. Plaintiffs have the burden of
proving the nature and extent of the Company's contribution
to the site, as well as the burden of proving what portion of
the material delivered to the site was "hazardous" as that
term is defined in the environmental statutes. The Company
is aggressively defending the claim and does not believe it
is likely to have a material adverse effect on the Company.
Item 4. Submission of Matters to a Vote of Security Holders
------------------------------------------------------------
During the fourth quarter of 1993, no matter was submitted to
a vote of security holders, through the solicitation of
proxies or otherwise.
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ADDITIONAL INFORMATION REQUIRED IN PART I:
Executive Officers of the Registrant
------------------------------------
The names, ages and positions of all the Executive Officers
of the Company, as of March 11, 1994, are listed below
together with their business experience during the past five
years. Officers are elected annually by the Board of
Directors. There are no family relationships among these
officers or any Director or Executive Officer of the Company,
nor any arrangement or understanding between any officer and
any other person pursuant to which the officer was elected.
Name and Position Age Business Experience
----------------- --- -------------------
George G. Raymond, Jr. 72 Elected Chairman of the
Chairman of the Board Board prior to 1987; For-
and Director merly Chief Executive Offi-
cer (1959-1986).
Ross K. Colquhoun 63 Appointed President and
President, Chief Executive Chief Executive Officer
Officer and Director in 1987 and elected to the
position in 1988; Chairman
of the Board of G.N. John-
ston Equipment Co. Ltd., the
Company's Canadian distribu-
tor, since 1987; Chairman of
the Board, Associated Mate-
rial Handling Industries,
Inc., a distributor of the
Company's products, since
1986; Formerly President,
G.N. Johnston Equipment
Co. Ltd. (1977-1987).
Heidi J. Bowne 40 Appointed Vice President-
Vice President-Human Resources Human Resources in 1990 and
elected in 1991; Formerly
Manager, Human Resources
(1989-1990); Training and
Organizational Development
Manager (1985-1989).
James W. Davis 48 Appointed Vice Presi-
Vice President-Engineering dent-Engineering in 1990 and
elected in 1991; Formerly
Director-Engineering (1989-
1990); Engineering Manager-
Greene Products (1988-1989).
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Jerome R. Dinn 51 Appointed Vice President-
Vice President- Sales and Quality in 1990
Sales and Quality and elected in 1991; For-
merly, Manager-Production
Systems, G.N. Johnston
Equipment Co. Ltd.
(1984-1990).
John F. Everts 35 Appointed and elected Corpo-
Corporate Controller rate Controller in 1990;
Formerly, Certified Public
Accountant, Ernst & Young
(1982-1989).
Margaret L. Gallagher 46 Appointed Vice President-
Vice President-Marketing Marketing in 1989 and
elected in 1990; Formerly
Vice President - Human
Resources (1987 - 1989).
William B. Lynn 48 Appointed Executive
Executive Vice President Vice President in 1994;
Elected Vice President-
Finance prior to 1989.
Patrick J. McManus 39 Appointed and elected
Treasurer Treasurer in 1990; Appointed
President, Raymond Leasing and elected President, Ray-
Corporation mond Leasing Corporation
prior to 1989. Raymond
Leasing Corporation is a
wholly-owned leasing subsid-
iary.
James J. Malvaso 43 Appointed and elected Vice
Vice President-Operations President-Operations in 1993;
Vice President of Operations
of Pfaudler-U.S. Inc. (1990-
1993), a manufacturer of
glass-lined reactors, pres-
sure vessels and accessories;
Vice President of Sales,
(1989-1990) and Vice Presi-
dent of Operations (1984-
1989) of General Railway
Signal Company, a manufactur-
er of mechanical devices and
control systems for the rail
and mass transit markets.
Paul J. Sternberg 60 Appointed and elected Vice
Vice President, President in 1992; Appointed
General Counsel & and elected General Counsel
Secretary and Secretary in 1991; For-
merly Associate General
Counsel (1989-1990); Special
Counsel, Hinman, Howard &
Kattell (1986-1989).
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PART II
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Item 5. Market for the Company's Common Stock and Related Security
Holder Matters
-------------------------------------------------------------------
Common Stock Market Prices and Dividends and related securi-
ties matters, as discussed on Pages 1, 10, 11, 15, 27 and 32
of the Annual Report to Shareholders for the year ended
December 31, 1993, included in this Form 10-K Annual Report
as Exhibit 13 are incorporated herein by reference.
Item 6. Selected Financial Data
--------------------------------
Selected Financial Data of The Raymond Corporation and
consolidated subsidiaries, reported on Pages 10 and 11 of the
Annual Report to Shareholders for the year ended December
31, 1993, included in this Form 10-K Annual Report as Exhibit
13 are incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
--------------------------------------------------------------------
Management's Discussion and Analysis of Financial Condition
and Results of Operations on Pages 12 through 16 of the
Annual Report to Shareholders for the year ended December 31,
1993, included in this Form 10-K Annual Report as Exhibit 13
are incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
----------------------------------------------------
The consolidated Financial Statements of The Raymond Corpora-
tion included on Pages 17 through 32 of the Annual Report to
Shareholders for the year ended December 31, 1993, included
in this Form 10-K Annual Report as Exhibit 13 are
incorporated herein by reference.
Quarterly Results of Operations on Page 32, of the Annual Report
to Shareholders for the year ended December 31, 1993, included
in this Form 10-K Annual Report as Exhibit 13 are incorporated
herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
--------------------------------------------------------------------
Not applicable.
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<PAGE> 14
PART III
--------
Item 10. Directors and Executive Officers of the Registrant
------------------------------------------------------------
Information regarding Directors required by Items 401 and 405
of Regulation S-K is disclosed under the caption "Information
Concerning Nominees for Election as Directors and Other
Directors of The Raymond Corporation" in the Proxy Statement
for the Annual Meeting of Shareholders to be held April 30,
1994 included as Exhibit 99 hereto, and is incorporated
herein by reference. Information regarding Executive Officers
is included in Part I of this Form 10-K and incorporated
herein by reference thereto.
Item 11. Executive Compensation
--------------------------------
Information regarding compensation of Directors and Executive
Officers is disclosed under the captions "Executive Compensa-
tion" and "Director Compensation" of the Proxy Statement for
the Annual Meeting of Shareholders to be held April 30, 1994,
included as Exhibit 99 hereto, and is incorporated herein by
reference thereto.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
--------------------------------------------------------------
This information is disclosed under the captions "Security
Ownership of Certain Beneficial Owners" and "Security Owner-
ship of Management" in the Proxy Statement for the Annual
Meeting of Shareholders to be held on April 30, 1994 included
as Exhibit 99 hereto, and is incorporated herein by reference
thereto.
Item 13. Certain Relationships and Related Transactions
--------------------------------------------------------
This information is incorporated herein by reference from
Part IV, Schedule II - "Amounts Receivable From Related
Parties" found on pages 21-23 of this Form 10-K and
disclosed in the 1994 Proxy Statement for the Annual Meeting
of Shareholders in the section captioned "Certain
Relationships and Related Transactions" included as Exhibit
99 hereto, and is incorporated herein by reference thereto.
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<PAGE> 15
PART IV
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Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K
----------------------------------------------------------------
(a) Documents filed as part of this report:
1. The following financial statements of the Registrant and
its subsidiaries, included on Pages 17 to 32 of the Registrant's 1993
Annual Report to Shareholders, included in this Form 10-K Annual
Report, as Exhibit 13, are incorporated herein by reference.
Annual
Report Page
-----------
The Raymond Corporation and Subsidiaries:
Report of Independent Auditors 17
Consolidated Balance Sheets -
December 31, 1993, 1992, 1991 18 - 19
Consolidated Statements of Income - Years ended
December 31, 1993, 1992, 1991 20
Consolidated Statements of Shareholders' Equity -
Years ended December 31, 1993, 1992, 1991 21
Consolidated Statements of Cash Flows - Years
ended December 31, 1993, 1992, and 1991 22 - 23
Notes to Consolidated Financial Statements 24 - 32
2. The following Consolidated Financial Statement Schedules of The
Raymond Corporation and Subsidiaries are required by Item 14(d):
10-K
Report Page
-----------
Schedule II - Amounts Receivable from 21 - 23
Related Parties
Years ended December 31, 1993,
1992, 1991
Schedule III - Condensed Financial Information 24 - 29
of Registrant -
The Raymond Corporation
Years ended December 31, 1993,
1992, 1991
<PAGE>
<PAGE> 16
10-K
Report Page
-----------
Schedule VIII - Valuation and Qualifying Accounts 30 - 32
Years ended December 31, 1993,
1992, 1991
Schedule IX - Short-Term Borrowings 33
Years ended December 31, 1993,
1992, 1991
Schedule X - Supplementary Income Statement 34
Information
Years ended December 31, 1993,
1992, 1991
Schedule XIII - Other Investments 35
Year ended December 31, 1993
All other schedules for which provision is made in Regulation
S-X of the Securities and Exchange Commission have been omit-
ted because they are not applicable or not required under the
related instructions or because the information has been
furnished elsewhere in the financial statements.
(b) No report on Form 8-K was filed by the registrant during the
fourth quarter of its fiscal year ending December 31, 1993.
<PAGE>
<PAGE> 17
(c) Exhibits (numbered in accordance with Item 601 of Regulation
S-K):
Exhibit
# Description
------- -----------
3.1 Restated and Amended Certificate of Incorporation of
The Raymond Corporation. Filed as Exhibit 3.1 to the
1991 Form 10-K Annual Report of the Company and incor-
porated herein by reference.
3.2 Bylaws of the Company, as amended, dated January 1,
1993. Filed as Exhibit 3.2 to the 1992 Form 10-K
Annual Report of the Company and incorporated herein
by reference.
10.1 Agreement of Sale and Escrow Instructions dated as of
October 28, 1990 between Raymond Production Systems
and Community Services Development Corporation. Filed
as Exhibit 10.17 to the 1990 Form 10-K Annual Report
of the Company and incorporated herein by reference.
10.2 Joint Venture Agreement dated August 1, 1991 between
Caterpillar Industrial Inc., and The Raymond Corpora-
tion. Filed as Exhibit 10.18 to the 1991 Form 10-K
Annual Report of the Company and incorporated herein
by reference.
10.3 First Amendment to Joint Venture Agreement dated
August 1, 1991 between Caterpillar Industrial, Inc.
and The Raymond Corporation dated October 22, 1992.
Filed as Exhibit 10.18 to the 1992 Form 10-K Annual
Report of the Company and incorporated herein by
reference.
10.4 Manufacture Agreement dated September 9, 1991 between
Material Handling Associates, Inc. and The Raymond
Corporation. Filed as Exhibit 10.19 to the 1992 Form
10-K Annual Report of the Company and incorporated
herein by reference.
10.5 Agreement between The Raymond Corporation and B.T.
Industries AB dated April 15, 1992. Filed as Exhibit
10.20 to the 1992 Form 10-K Annual Report of the
Company and incorporated herein by reference.
10.6 Raymond Leasing Corporation Senior Note Agreement
dated as of March 1, 1987.
10.7 Raymond Leasing Corporation Revolving Line of Credit
dated April 30, 1992.
10.8 Raymond Leasing Corporation Senior Note Agreement
dated as of November 1, 1991. Filed as Exhibit 10.22 to
the 1992 Form 10-K Annual Report of the Company and
incorporated herein by reference.
<PAGE>
<PAGE> 18
Exhibit
# Description
------- -----------
11. Statement re computation of per share earnings.
13. Annual Report to Shareholders for the year ended Decem-
ber 31, 1993.
18. Letter dated February 7, 1992 from Ernst & Young re:
change in accounting principles. Filed as Exhibit 18
to the 1991 Form 10-K Annual Report of the Company and
incorporated herein by reference.
19. Filed Form 8 Report dated September 11, 1992. Filed
as Exhibit 19 to the 1992 Form 10-K Annual Report of
the Company and incorporated herein by reference.
21. Subsidiaries (Direct and Indirect) of The Raymond
Corporation for the year ending December 31, 1993.
23. Consent of Independent Auditors dated February 8,
1994.
24. Power of Attorney of Directors dated March 5, 1994.
99. The Company's 1994 Proxy Statement for the Annual
Meeting of Shareholders to be held on April 30, 1994.
EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
---------------------------------------------
10.9 Consulting Agreement effective as of January 1, 1994
between Lee J. Wolf and The Raymond Corporation.
10.10 Consulting Agreement effective as of January 1, 1994
between Christian D. Gibson and The Raymond Corpora-
tion.
10.11 Employment Agreement dated as of May 15, 1985 by and
between George G. Raymond, Jr. and The Raymond Corpo-
ration. Filed as Exhibit 10.7 to the 1990 Form 10-K
Annual Report of the Company and incorporated herein
by reference.
10.12 Amendment to the Employment Agreement between George
G. Raymond, Jr. and The Raymond Corporation dated
December 1, 1988.
10.13 Second Amendment to the Employment Agreement between
George G. Raymond, Jr. and The Raymond Corporation
dated June 14, 1991. Filed as Exhibit 10.14 to the
1991 Form 10-K Annual Report of the Company and incor-
porated herein by reference.
10.14 Third Amendment to the Employment Agreement between
George G. Raymond, Jr. and The Raymond Corporation
dated December 31, 1992.
<PAGE>
<PAGE> 19
Exhibit
# Description
------- -----------
10.15 Fourth Amendment to the Employment Agreement between
George G. Raymond, Jr. and The Raymond Corporation
dated December 31, 1993.
10.16 Employment Agreement dated as of November 3, 1987 be-
tween Ross K. Colquhoun and The Raymond Corporation.
Filed as Exhibit 10.10 to the 1990 Form 10-K Annual
Report of the Company and incorporated herein by
reference.
10.17 Sample form of Employment Agreement between The
Raymond Corporation and Company Vice Presidents. Filed
as Exhibit 10.8 to the 1991 Form 10-K Annual Report of
the Company and incorporated herein by reference.
10.18 Retirement Benefits Equalization Plan filed as Exhibit
10.8 to the 1989 Form 10-K Annual Report of the
Company and incorporated herein by reference.
10.19 Stock Option Plan (1991) adopted May 4, 1991 at the
Annual Meeting of Shareholders. Filed as Exhibit 10.6
to the 1991 Form 10-K Annual Report of the Company and
incorporated herein by reference.
10.20 The Raymond Corporation Savings Plan effective January
1, 1986, amended and restated as of January 1, 1993.
10.21 The Raymond Corporation Deferred Compensation Plan for
Exempt Employees ratified and approved by the Board of
Directors on June 22, 1979. Filed as Exhibit 10.13 to
the 1992 Form 10-K Annual Report of the Company and
incorporated herein by reference.
10.22 The Raymond Corporation Officer Performance Bonus Plan
Formula. Filed as Exhibit 10.15 to the 1992 Form 10-K
Annual Report of the Company and incorporated herein
by reference.
10.23 Profit Sharing Retirement Plan of The Raymond Corpora-
tion, Plan A, dated January 1, 1976, revised July 23,
1993.
10.24 Profit Sharing Retirement Plan for Salaried Employees
of The Raymond Corporation, Plan B, dated January 1,
1976, revised July 23, 1993.
10.25 The Raymond Corporation Pension Plan effective January
1, 1989, amended July 28, 1993.
<PAGE>
<PAGE> 20
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.
Date: March 5, 1994 THE RAYMOND CORPORATION
-----------------------------
(Registrant)
By: /s/ Ross K. Colquhoun
------------------------
Ross K. Colquhoun
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
By: /s/ Ross K. Colquhoun By: /s/ William B. Lynn
-------------------------- -----------------------------
Ross K. Colquhoun William B. Lynn
President, Chief Executive Executive Vice President
Officer and Director Principal Financial Officer
Date: 03/05/94 Date: 03/05/94
By: /s/ John F. Everts
---------------------
John F. Everts
Corporate Controller
Date: 03/05/94
By: /s/ George G. Raymond, Jr. By: /s/ Arthur M. Richardson
----------------------------- ----------------------------
George G. Raymond, Jr., Chairman Arthur M. Richardson, Director
Date: 03/05/94 Date: 03/05/94
By: /s/ Christian D. Gibson By: /s/ M. Richard Rose
----------------------------- -----------------------------
Christian D. Gibson, Director M. Richard Rose, Director
Date: 03/05/94 Date: 03/05/94
By: /s/ John E. Mott By: /s/ Daniel F. Senecal
----------------------------- -----------------------------
John E. Mott, Director Daniel F. Senecal, Director
Date: 03/05/94 Date: 03/05/94
By: /s/ Michael R. Porter By: /s/ Robert L. Tarnow
---------------------------- ----------------------------
Michael R. Porter, Director Robert L. Tarnow, Director
Date: 03/05/94 Date: 03/05/94
By: /s/ Lee J. Wolf
------------------------
Lee J. Wolf, Director
Date: 03/05/94
<PAGE>
<PAGE> 21
THE RAYMOND CORPORATION AND SUBSIDIARIES
SCHEDULE II--AMOUNTS RECEIVABLE FROM RELATED PARTIES
Year Ending December 31, 1993
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D COL. E
--------------------- --------- ---------- -------------------- -----------------------
Deductions Balance at
Balance at (1) (2) End of Period
Beginning Written (1) (2)
Debtor Of Period Additions Collected Off Current Non current
--------------------- --------- ---------- -------------------- -----------------------
<S> <C> <C> <C> <C> <C> <C>
The Raymond Corporation
and Subsidiaries:
George G. Raymond Jr. (A) $150,252 $ -0- $ -0- $ -0- $ -0- $150,252
Ross K. Colquhoun (B) 200,000 -0- 200,000 -0- -0- -0-
</TABLE>
(A) Mr. Raymond has given a non-interest bearing note, payable upon
demand, and has pledged stock as collateral against this debt.
(B) Mr. Colquhoun had given a five year unsecured note with interest
at the applicable federal rate. In 1993, principle and accrued
interest was paid in full.
<PAGE>
<PAGE> 22
THE RAYMOND CORPORATION AND SUBSIDIARIES
SCHEDULE II--AMOUNTS RECEIVABLE FROM RELATED PARTIES
Year Ending December 31, 1992
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D COL. E
--------------------- --------- ---------- -------------------- -------------------------
Deductions Balance at
Balance at (1) (2) End of Period
Beginning Written (1) (2)
Debtor Of Period Additions Collected Off Current Non current
--------------------- --------- ---------- -------------------- -------------------------
<S> <C> <C> <C> <C> <C> <C>
The Raymond Corporation
and Subsidiaries:
George G. Raymond Jr. (A) $150,252 $ -0- $ -0- $ -0- $ -0- $150,252
Ross K. Colquhoun (B) 200,000 -0- -0- -0- -0- 200,000
</TABLE>
(A) Mr. Raymond has given a non-interest bearing note, payable upon
demand, and has pledged stock as collateral against this debt.
(B) Mr. Colquhoun has given a five year unsecured note with interest
at the applicable federal rate. Terms provide for payment of
principal and accrued interest in April 1994.
<PAGE>
<PAGE> 23
THE RAYMOND CORPORATION AND SUBSIDIARIES
SCHEDULE II--AMOUNTS RECEIVABLE FROM RELATED PARTIES
Year Ending December 31, 1991
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D COL. E
--------------------- --------- ---------- -------------------- -------------------------
Deductions Balance at
Balance at (1) (2) End of Period
Beginning Written (1) (2)
Debtor Of Period Additions Collected Off Current Non current
--------------------- --------- ---------- -------------------- -------------------------
<S> <C> <C> <C> <C> <C> <C>
The Raymond Corporation
and Subsidiaries:
George G. Raymond Jr. (A) $150,252 $ -0- $ -0- $ -0- $ -0- $150,252
David E. Sonn (B) 124,375 -0- 124,375 -0- -0- -0-
Ross K. Colquhoun (C) 200,000 -0- -0- -0- -0- 200,000
</TABLE>
(A) Mr. Raymond has given a non-interest bearing note, payable upon
demand, and has pledged stock as collateral against this debt.
(B) Mr. Sonn had a mortgage note outstanding at December 31, 1990,
the interest rate of which was the previous month's average prime
rate. At December 31, 1990 the entire balance of the mortgage
note was called by The Raymond Corporation and the full amount
was collected in 1991.
(C) Mr. Colquhoun has given a five year unsecured note with interest
at the applicable federal rate. Terms provide for payment of
principal and accrued interest in April 1994.
<PAGE>
<PAGE> 24
THE RAYMOND CORPORATION AND SUBSIDIARIES
SCHEDULE III - Condensed Financial Information of Registrant
- The Raymond Corporation
Years ended December 31, 1993, 1992 and 1991
Condensed Balance Sheets
------------------------
<TABLE>
<CAPTION>
Year Ended
December 31,
---------------------------------------------
1993 1992 1991
---------------------------------------------
<S> <C> <C> <C>
Assets
Current Assets
Cash $ 23,288,779 $ 509,450 $ 2,610,972
Accounts Receivable (including
$10,783,692, $9,123,915 and
$8,330,123 due from unconsolidated
investees in 1993, 1992 and 1991
respectively) less allowances
($658,573 in 1993, $281,374 in
1992 and $235,859 in 1991). 24,020,182 20,022,888 19,155,726
Inventories 20,881,441 21,778,761 17,980,782
Other Current Assets 2,391,774 2,315,176 1,791,078
--------------------------------------------
Total Current Assets 70,582,176 44,626,275 41,538,558
Property Plant & Equipment 34,614,998 33,459,192 32,650,877
Allowance for Depreciation (23,157,955) (22,458,868) (20,826,129)
-------------------------------------------
11,457,043 11,000,324 11,824,748
Investment in and Advances to
Wholly Owned Subsidiaries and
Unconsolidated Investees 71,840,705 57,859,933 56,023,796
Other Assets 4,710,396 3,173,078 3,492,510
--------------------------------------------
Total Assets $158,590,320 $116,659,610 $112,879,612
============ ============ ============
</TABLE>
The accompanying notes are a part of the financial statements.
<PAGE>
<PAGE> 25
THE RAYMOND CORPORATION AND SUBSIDIARIES
SCHEDULE III - Condensed Financial Information of Registrant
- The Raymond Corporation
Years ended December 31, 1993, 1992 and 1991
Condensed Balance Sheets
------------------------
<TABLE>
<CAPTION>
Year Ended
December 31,
-------------------------------------------
1993 1992 1991
-------------------------------------------
<S> <C> <C> <C>
Liabilities and Shareholders' Equity
Current Liabilities $ 24,400,522 $ 26,128,784 $ 39,517,118
Long-term Debt and Capitalized
Lease Obligations (Note B) 57,500,000 17,500,000 1,162,500
Other Non-Current Liabilities 3,637,085 3,583,499 4,101,340
Shareholders' Equity
Common Stock 9,072,866 9,028,446 9,023,592
Other Shareholders' Equity 63,979,847 60,418,881 59,075,062
--------------------------------------------
Total Shareholders' Equity 73,052,713 69,447,327 68,098,654
--------------------------------------------
Total Liabilities and
Shareholders' Equity $158,590,320 $116,659,610 $112,879,612
============ ============ ============
</TABLE>
The accompanying notes are a part of the financial statements.
<PAGE>
<PAGE> 26
THE RAYMOND CORPORATION AND SUBSIDIARIES
SCHEDULE III - Condensed Financial Information of Registrant
- The Raymond Corporation
Years ended December 31, 1993, 1992 and 1991
Condensed Statements of Income
------------------------------
<TABLE>
<CAPTION>
Year Ended
December 31,
------------------------------------------
1993 1992 1991
------------------------------------------
<S> <C> <C> <C>
Net Sales $104,674,179 $92,704,297 $86,965,879
Other Income, Net 4,263,995 3,222,292 4,569,561
-------------------------------------------
Total Revenues 108,938,174 95,926,589 91,535,440
Cost of Sales 82,096,813 72,350,608 69,877,974
Selling, General and
Administrative Expenses (Includes
Research & Development costs of
$4,251,000 in 1993, $2,557,000 in
1992 and $4,382,000 in 1991) 24,313,057 21,462,376 23,997,428
Interest Expense 1,557,297 1,302,262 2,989,566
-------------------------------------------
Total Cost of Sales and Expenses 107,967,167 95,115,246 96,864,968
Income (Loss) Before Taxes and
Equity in Earnings of Wholly
Owned Subsidiaries and
Unconsolidated Investees 971,007 811,343 (5,329,528)
Income Tax Expense (Benefit) 428,657 297,037 (2,014,393)
Equity in Net Income of Wholly
Owned Subsidiaries and
Unconsolidated Investees 4,464,463 3,446,700 1,789,774
-------------------------------------------
Net Income (Loss) $ 5,006,813 $ 3,961,006 $(1,525,361)
============ =========== ============
</TABLE>
The accompanying notes are a part of the financial statements.
<PAGE>
<PAGE> 27
THE RAYMOND CORPORATION AND SUBSIDIARIES
SCHEDULE III - Condensed Financial Information of Registrant
- The Raymond Corporation
Years ended December 31, 1993, 1992 and 1991
Condensed Statements of Cash Flow
---------------------------------
<TABLE>
<CAPTION>
Year Ended
December 31,
--------------------------------------------
1993 1992 1991
--------------------------------------------
<S> <C> <C> <C>
Net Cash (Used For) Provided by
Operating Activities $ (4,029,263) $ (2,272,983) $ 7,875,839
Cash Flows from Investing Activities
Additions to Property Plant and
Equipment (2,603,489) (1,207,171) (3,662,579)
Proceeds from Sales of
Property Plant and Equipment 136,336 5,200 6,190
Investment and Advances to Wholly
Owned Subsidiaries and
Unconsolidated Investees (10,198,517) 131,905 14,332,563
--------------------------------------------
Net Cash (Used For) Provided By
Investing Activities (12,665,670) (1,070,066) 10,676,174
Cash Flows from Financing Activities
Net Additional Repayments
under Lines of Credit -0- (11,000,000) (2,800,000)
Repayment of Long-Term Debt (38,812,500) (5,281,012) (13,234,643)
Cash Dividends Paid -0- -0- -0-
Capital Stock Transactions, Net (213,238) 22,539 (5,547)
Proceeds from Long-Term Debt 78,500,000 17,500,000 -0-
--------------------------------------------
Net Cash Provided by (Used for)
Financing Activities 39,474,262 1,241,527 (16,040,190)
Increase (Decrease) in Cash 22,779,329 (2,101,522) 2,511,823
Cash Balance at January 1 509,450 2,610,972 99,149
--------------------------------------------
Cash Balance at December 31 $ 23,288,779 $ 509,450 $ 2,610,972
============ ============ ===========
</TABLE>
The accompanying notes are part of the financial statements.
<PAGE>
<PAGE> 28
THE RAYMOND CORPORATION AND SUBSIDIARIES
SCHEDULE III - Condensed Financial Information of Registrant
- The Raymond Corporation
Years ended December 31, 1993, 1992 and 1991
Notes to Condensed Financial Statements
---------------------------------------
NOTE A - Basis of Presentation
In the parent company-only financial statements, the Company's investment in
subsidiaries and unconsolidated investees is stated at cost plus equity in
undistributed earnings of the subsidiaries and unconsolidated investees since
the date of acquisition. Parent company-only financial statements should be
read in conjunction with the Company's consolidated financial statements.
NOTE B - Long-Term Debt and Capital Lease Obligations
Long Term Debt
-------------- 1993 1992 1991
---------------------------------------
Various notes, repaid in 1993 $ -0- $17,812,500 $ 625,000
Various notes, repaid in 1992 -0- -0- 4,350,000
6.5% convertible debentures due
December 15, 2003. Interest is
payable semi-annually. 57,500,000 -0- -0-
---------------------------------------
Total Long Term Debt 57,500,000 17,812,500 4,975,000
---------------------------------------
Capitalized Lease Obligations
-----------------------------
Various leases, repaid in 1992 -0- -0- 618,572
---------------------------------------
Total Capitalized Lease Obligations -0- -0- 618,572
---------------------------------------
Total Long-Term Debt and
Capitalized Lease Obligations 57,500,000 17,812,500 5,593,572
Less Current Portion -0- 312,500 4,431,072
---------------------------------------
Long-Term Portion of Debt and
Capitalized Lease Obligations $57,500,000 $17,500,000 $1,162,500
=========== =========== ==========
The 6.5% convertible debentures at December 31, 1993, are convertible into
shares of common stock at a rate of approximately 53.76 shares for each
$1,000 principal amount of debentures. These debentures are redeemable at
prices ranging from 103.5% of principal to par depending upon the redemption
date. The debentures are convertible at any time prior to maturity and are
redeemable any time on or after December 15, 1996, in whole or in part, at
the option of the Company.
<PAGE>
<PAGE> 29
THE RAYMOND CORPORATION AND SUBSIDIARIES
SCHEDULE III - Condensed Financial Information of Registrant
- The Raymond Corporation
Years ended December 31, 1993, 1992 and 1991
Notes to Condensed Financial Statements (cont'd)
---------------------------------------
NOTE C - Guarantee
Raymond Leasing Corporation, a wholly-owned subsidiary of the Company, has a
$16,000,000 long-term debt obligation outstanding at December 31, 1993.
Under terms of the debt agreement, the Company has guaranteed the payment of
all principal and interest.
NOTE D - Dividends from Subsidiaries and Investees
Cash dividends paid to The Raymond Corporation from unconsolidated investees
accounted for under the equity method were $682,208 in 1993, $1,478,658 in
1992 and $0 in 1991. Cash dividends paid to The Raymond Corporation
by subsidiaries were $334,000 in 1993, and $0 for 1992 and 1991.
<PAGE>
<PAGE> 30
THE RAYMOND CORPORATION AND SUBSIDIARIES
SCHEDULE VIII--VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
Year Ending December 31, 1993
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D COL. E
---------------------- ----------- ------------------------ ---------- -----------
Additions
------------------------
(1) (2)
Balance at Charged to Charged Deductions Balance at
Beginning Costs and to Other from Close of
Description Of Period Expenses Accounts Reserve Period
---------------------- ---------- ----------- -------- ---------- -----------
<S> <C> <C> <C> <C> <C>
The Raymond Corporation
and Subsidiaries:
Allowance for doubtful
accounts & losses on
investment in leases $1,239,427 $ 646,984 $ 158,671 -B $1,727,740
========== ========== =========== ==========
Service agreements $1,380,973 $3,597,039 $ 3,240,793 -A $1,737,219
Insurance reserves 4,161,786 7,382,545 6,779,985 -C 4,764,346
---------- ----------- ----------- ----------
$5,542,759 $10,979,584 $10,020,778 $6,501,565
========== =========== =========== ==========
</TABLE>
A - Warranty & maintenance costs charged against reserve.
B - Bad debt write-offs charged against reserve.
C - Insurance costs charged against reserve, including for the first
time the activity of self-insured retention for workers'
compensation.
<PAGE>
<PAGE> 31
THE RAYMOND CORPORATION AND SUBSIDIARIES
SCHEDULE VIII--VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
Year Ending December 31, 1992
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D COL. E
---------------------- ----------- ------------------------ ---------- -----------
Additions
------------------------
(1) (2)
Balance at Charged to Charged Deductions Balance at
Beginning Costs and to Other from Close of
Description Of Period Expenses Accounts Reserve Period
---------------------- ---------- ----------- -------- ---------- -----------
<S> <C> <C> <C> <C> <C>
The Raymond Corporation
and Subsidiaries:
Allowance for doubtful
accounts & losses on
investment in leases $1,192,460 $1,200,229 $1,153,262 -B $1,239,427
========== ========== ========== ==========
Service agreements $1,323,787 $2,781,682 $2,724,496 -A $1,380,973
Insurance reserves 4,043,609 5,073,790 4,955,613 -C 4,161,786
---------- ---------- ---------- ----------
$5,367,396 $7,855,472 $7,680,109 $5,542,759
========== ========== ========== ==========
</TABLE>
A - Warranty & maintenance costs charged against reserve.
B - Bad debt write-offs charged against reserve.
C - Insurance costs charged against reserve.
<PAGE>
<PAGE> 32
THE RAYMOND CORPORATION AND SUBSIDIARIES
SCHEDULE VIII--VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
Year Ending December 31, 1991
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D COL. E
---------------------- ----------- ------------------------ ---------- -----------
Additions
------------------------
(1) (2)
Balance at Charged to Charged Deductions Balance at
Beginning Costs and to Other from Close of
Description Of Period Expenses Accounts Reserve Period
---------------------- ---------- ----------- -------- ---------- -----------
<S> <C> <C> <C> <C> <C>
The Raymond Corporation
and Subsidiaries:
Allowance for doubtful
accounts & losses on
investment in leases $1,113,607 $ 858,632 $ 779,779 -B $1,192,460
========== ========== ========== ==========
Service agreements $1,398,034 $2,557,103 $2,631,350 -A $1,323,787
Insurance reserves 4,028,393 6,090,073 6,074,857 -C 4,043,609
---------- ---------- ---------- ----------
$5,426,427 $8,647,176 $8,706,207 $5,367,396
========== ========== ========== ==========
</TABLE>
A - Warranty & maintenance costs charged against reserve.
B - Bad debt write-offs charged against reserve.
C - Insurance costs charged against reserve.
<PAGE>
<PAGE> 33
THE RAYMOND CORPORATION AND SUBSIDIARIES
SCHEDULE IX--SHORT-TERM BORROWINGS
Years Ending December 31, 1993, 1992 and 1991
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D COL. E COL. F
--------------------- ---------- ---------- ---------- ----------- -------------
Maximum Average Weighted
Weighted Amount Amount Average
Balance at Average Outstanding Outstanding Interest Rate
Category of Aggregate End of Interest During the During the During the
Short-Term Borrowings Period Rate Period Period (1) Period (2)
--------------------- ---------- ---------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1991
Bank notes/commercial
paper
Raymond Corp. and
subsidiaries $15,152,788 7.20% $27,086,473 $19,770,517 7.80%
Year ended December 31, 1992
Bank notes/commercial
paper
Raymond Corp. and
subsidiaries $ 2,000,000 6.38% $17,633,888 $15,186,302 6.01%
Year ended December 31, 1993
Bank notes/commercial
paper
Raymond Corp. and
subsidiaries $ -0- N/A $ 9,000,000 $ 5,035,425 6.07%
</TABLE>
(1) The average amount outstanding during the period was computed by
multiplying principal by number of days debt was outstanding and
dividing the total by 365 days.
(2) The weighted average interest rate during the period was computed
by dividing actual interest expense by average short-term debt
outstanding.
<PAGE>
<PAGE> 34
THE RAYMOND CORPORATION AND SUBSIDIARIES
SCHEDULE X--SUPPLEMENTARY INCOME STATEMENT INFORMATION
Years ending December 31, 1993, 1992 and 1991
COL. A COL. B
----------------------------------------- ---------------------
Charged to Costs
Item and Expenses
----------------------------------------- ---------------------
The Raymond Corporation and subsidiaries:
Maintenance and repairs:
1991 $2,147,380
1992 $1,862,759
1993 $2,307,860
Amounts for depreciation and amortization of intangible assets,
preoperating cost and similar deferrals; taxes, other than payroll and
income; advertising costs; and royalty costs for The Raymond
Corporation and subsidiaries, are not presented, as such amounts are
less than 1% of total revenue.
<PAGE>
<PAGE> 35
THE RAYMOND CORPORATION AND SUBSIDIARIES
SCHEDULE XIII--OTHER INVESTMENTS
Year ending December 31, 1993
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D COL. E
---------------------- --------------- ---------- ----------- -----------------
Amount at Which
Each Portfolio of
Number of Market Equity Security
Shares or Value of Issues and Each
Units-Principal Each Issue Other Security
Name of Issuer and Amounts of Bonds Cost of At Balance Issue Carried in
Title of Each Issue and Notes Each Issue Sheet Date the Balance Sheet
---------------------- --------------- ---------- ----------- -----------------
<S> <C> <C> <C> <C>
G.N. Johnston Equipment
Co. Ltd. 466 Shares $ 449,234 (1) $ 4,596,936
Other Amounts Due $ 679,860 679,860 679,860
----------- -----------
1,129,094 5,276,796
----------- -----------
Associated Material
Handling Industries, Inc. 6,428 Shares $ 777,673 (1) $ 728,453
Investments in other
dealerships $ 3,394,763 (1) $ 3,366,733
Other amounts due $4,840,000 4,840,000 4,840,000
----------- -----------
$ 8,234,763 $ 8,206,733
----------- -----------
$10,141,530 $14,211,982
=========== ===========
</TABLE>
(1) Market value quotations are not available.
<PAGE>
<PAGE>
<PAGE> 36
Exhibit 10.9
AGREEMENT made as of this 3rd day of March, 1994, between
LEE J. WOLF (hereinafter called "Wolf") and THE RAYMOND CORPORATION
(hereinafter called "Corporation"):
WHEREAS, Wolf, who has for many years served the Corporation in
the capacity of Vice President - Finance and Treasurer, attained
normal retirement age under the Corporation's retirement plan, and
retired effective March 31, 1980; and
WHEREAS, the Board of Directors considers it to be in the best
interest of the Corporation to induce Wolf to serve in the capacity
of an independent consultant in order to give the Corporation and its
management the continuing benefit of his experience and knowledge;
and
WHEREAS, Wolf is willing to make his services available to the
Corporation and its subsidiaries in such advisory capacity on the
terms and conditions hereinafter set forth,
IT IS THEREFORE AGREED, as follows:
(1) General
-------
Wolf will make his services available to the Corporation
and to its subsidiaries as an independent consultant with respect to
financial matters and financial policy as well as to the
Corporation's subsidiary, Raymond Leasing Company, with reference to
its business and financial activities.
(2) Wolf agrees to make available thirty (30) working days in
each year during the term of this Agreement, it being understood that
he will be free to arrange his own time and pursuits and will not be
required to observe any routine or particular hours for the
performance of such services.
Wolf's working time for the performance of the services
hereunder shall be arranged by the parties hereto with reasonable
notice to Wolf who shall keep the Corporation informed as to his
availability.
<PAGE>
<PAGE> 37
It is understood and agreed that such services shall
constitute those of an independent contractor; that Wolf's services
will be of an advisory nature only; that he will have no power of
decision with respect to any matters which are the subject of
consultation; and that he will not have or exercise any
responsibility in connection with the active management of the
Corporation.
(3) Term
----
The term of this Agreement is for one (1) year, commencing
on January 1, 1994 and ending on December 31, 1994.
(4) Compensation
------------
The Corporation will pay to Wolf, and Wolf agrees to accept
for making himself available and for the performance of services
hereunder the sum of Six Thousand Dollars ($6,000) payable upon
receipt of invoices from Wolf.
The foregoing represents Wolf's entire compensation for
services to be performed under this Agreement. It is understood that
as an independent consultant, acting in an advisory capacity,
existing and usual employee fringe benefits are not available to him.
(5) Restrictive Covenant
--------------------
Wolf expressly agrees as a condition of the performance by
the Corporation of its obligations hereunder that he will not during
the term of this Agreement, directly or indirectly render any
services of an advisory nature to, or become employed by, or
participate or engage in any business competitive with the business
of the Corporation or of its subsidiaries as an agent, director,
consultant or otherwise; provided, however, that nothing herein
contained shall prohibit Wolf from owning stock or other securities
of a competitor which are listed on an exchange. Wolf may, however,
render services or engage in business activities which do not
conflict with the purpose and intent of this paragraph, it being
understood that Wolf will use his best efforts to schedule such other
activities so as not to interfere with his availability under this
Agreement.
<PAGE>
<PAGE> 38
(6) Miscellaneous
-------------
The Corporation will make available to Wolf such office
accommodation, secretarial and other assistance as may reasonable be
required by him in the performance of services hereunder. Reasonable
expenses incurred by Wolf in the performance of services hereunder
will be reimbursed by the Corporation upon presentation of an account
of such expenses.
(7) Effective Date
--------------
This Agreement shall become effective and binding upon the
parties as of the 1st day of January, 1994.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
THE RAYMOND CORPORATION
By: /s/ Ross K. Collquhoun
-------------------------
Ross K. Colquhoun
President, C.E.O. &
Director
By /s/ Lee J.Wolf
--------------------------
Lee J. Wolf
<PAGE>
<PAGE>
<PAGE> 39
Exhibit 10.10
AGREEMENT made as of this 3rd day of March, 1994, between
CHRISTIAN D. GIBSON (hereinafter called "Gibson") and THE RAYMOND
CORPORATION (hereinafter called "Corporation"):
WHEREAS, Gibson, who has for many years served the Corporation
in a research and development and engineering capacity as vice
president, and having attained normal retirement age under the
Corporation's retirement plan, and retired effective December 31,
1979; and
WHEREAS, the Board of Directors considers it to be in the best
interest of the Corporation to induce Gibson to serve in the capacity
of an independent consultant in order to give the Corporation and its
management the continuing benefit of his experience and knowledge;
and
WHEREAS, Gibson is willing to make his services available to the
Corporation and its subsidiaries in such advisory capacity on the
terms and conditions hereinafter set forth,
IT IS THEREFORE AGREED, as follows:
(1) General
-------
Gibson will make his services available to the Corporation
and to its subsidiaries as an independent consultant with respect to
research and development, engineering and related activities.
(2) Gibson agrees to make available thirty (30) working days in
each year during the term of this Agreement, it being understood that
he will be free to arrange his own time and pursuits and will not be
required to observe any routine or particular hours for the
performance of such services.
Gibson's working time for the performance of the services
hereunder shall be arranged by the parties hereto with reasonable
notice to Gibson who shall keep the Corporation informed as to his
availability.
<PAGE>
<PAGE> 40
It is understood and agreed that such services shall
constitute those of an independent contractor; that Gibson's services
will be of an advisory nature only; that he will have no power of
decision with respect to any matters which are the subject of
consultation; and that he will not have or exercise any
responsibility in connection with the active management of the
Corporation.
(3) Term
----
The term of this Agreement is for one (1) year, commencing
on January 1, 1994 and ending on December 31, 1994.
(4) Compensation
------------
The Corporation will pay to Gibson, and Gibson agrees to
accept for making himself available and for the performance of
services hereunder the sum of Six Thousand Dollars ($6,000) payable
upon receipt of invoices from Gibson.
The foregoing represents Gibson's entire compensation for
services to be performed under this Agreement. It is understood that
as an independent consultant, acting in an advisory capacity,
existing and usual employee fringe benefits are not available to him.
(5) Restrictive Covenant
--------------------
Gibson expressly agrees as a condition of the performance
by the Corporation of its obligations hereunder that he will not
during the term of this Agreement, directly or indirectly render any
services of an advisory nature to, or become employed by, or
participate or engage in any business competitive with the business
of the Corporation or of its subsidiaries as an agent, director,
consultant or otherwise; provided, however, that nothing herein
contained shall prohibit Gibson from owning stock or other securities
of a competitor which are listed on an exchange. Gibson may,
however, render services or engage in business activities which do
not conflict with the purpose and intent of this paragraph, it being
understood that Gibson will use his best efforts to schedule such
other activities so as not to interfere with his availability under
this Agreement.
<PAGE>
<PAGE> 41
(6) Miscellaneous
-------------
The Corporation will make available to Gibson such office
accommodation, secretarial and other assistance as may reasonable be
required by him in the performance of services hereunder. Reasonable
expenses incurred by Gibson in the performance of services hereunder
will be reimbursed by the Corporation upon presentation of an account
of such expenses.
(7) Effective Date
--------------
This Agreement shall become effective and binding upon the
parties as of the 1st day of January, 1994.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
THE RAYMOND CORPORATION
By: /s/ Ross K. Colquhoun
---------------------------
Ross K. Colquhoun.
President, C.E.O. &
Director
By /s/ Christian D. Gibson
----------------------------
Christian D. Gibson
<PAGE>
<PAGE>
<PAGE> 42
Exhibit 10.12
AMENDMENT TO EMPLOYMENT AGREEMENT
---------------------------------
This agreement made as of the 1st day of December 1988 by and
between George G. Raymond, Jr., an individual residing in Binghamton,
New York (hereinafter "Raymond") and THE RAYMOND CORPORATION, a New
York corporation, a principal place of business at Greene, New York
(hereinafter the "Company").
WHEREAS, Raymond and the Company are presently parties to an
Employment Agreement dated May 15,1985 and executed December 19, 1985
for a term expiring December 31, 1992 (the "Employment Agreement");
and
WHEREAS, Raymond wishes to retire from full-time employment with
the Company, but
Whereas the Company wishes Raymond to continue as a consultant
and advisor to the Company and as Chairman of the Board of Directors
of the Company; and
WHEREAS, Raymond and the Company wish to amend the Employment
Agreement,
NOW THEREFORE, in consideration of the mutual promises contained
herein and in the Employment Agreement, the parties agree to amend
the Employment Agreement as follows:
1. Unless changed or modified by this Agreement, all terms of
the Employment Agreement shall remain in full force and effect until
the expiration of its terms. The Employment Agreement and this
Amendment to the Employment Agreement shall be read and interpreted
together but where any of their terms conflict, the Amendment shall
control. The following paragraphs of this Amendment are numbered and
titled in accordance with the numbers and titles of the
<PAGE>
<PAGE> 43
paragraphs of the Employment Agreement to which they pertain and all
terms of such paragraphs shall continue to apply except as modified
below.
2. Employment. The Company agrees to retain Raymond as a
-----------
consultant and advisor to the Company. Raymond and the Company agree
that Raymond shall serve as Chairman of the Board of Directors so
long as he is duly elected as a director. Such services shall
generally be performed at Greene, New York and Binghamton, New York.
Raymond shall spend such time as shall be reasonably requested by the
Company and as shall be reasonably consistent with his health.
3. Compensation. Raymond's compensation as a consultant,
-------------
advisor, director and Chairman shall be no less than ninety-six
thousand, two hundred dollars ($96,200) per year. Raymond shall not
be entitled to receive bonuses.
5. Interest-free Loan. The Company shall be under no
-------------------
obligation to make any further loans to Raymond under this paragraph.
All outstanding loans shall be subject to the terms of Paragraph 5 of
the Employment Agreement.
6. Fringe Benefits. Raymond shall not be eligible hereafter
----------------
to accrue benefits under any qualified or non-qualified retirement
plans, to participate in the deferred compensation plan, or to
receive compensation under any profit sharing, stock option or
incentive compensation plans maintained by the Company. Raymond
shall be entitled to all accrued benefits under all Company plans in
which he has previously participated. In addition, Raymond shall be
entitled to the following benefits:
<PAGE>
<PAGE> 44
(a) In lieu of group life insurance, if Raymond shall die
during the term of the Employment Agreement, the Company will
pay to his estate, or as he shall direct in writing, a Death
Benefit in the amount of five-hundred forty-five thousand
dollars ($545,000). If Raymond shall die after the expiration
of the term of the Employment Agreement, the Company will pay to
his estate or as he shall direct in writing, a Death Benefit of
two-hundred forty-five thousand dollars ($245,000). The Company
shall be entitled to reduce any Death Benefit payable by the
amount of any outstanding obligations of Raymond to the Company.
Raymond shall be eligible to participate on the same
terms as a retiree in the Company's health and dental insurance
plans and to be reimbursed for annual physical examinations for
himself and his spouse in accordance with the Company's policy
for officers. The Company will provide Raymond travel insurance
in an amount and on terms provided to Company officers and
directors during the term of this Agreement.
Raymond shall not be entitled to long-term disability
insurance. In lieu thereof, the Company agrees to continue the
Compensation and Benefits provided under Paragraph 3 and 6 of
this Amendment during the term of the Employment Agreement
should Raymond become disabled.
(b) Raymond shall not be eligible to participate in other
insurance plans maintained by the Company now or in the future for
management personnel.
(d) The provision for paid vacation is deleted.
<PAGE>
<PAGE> 45
(g) Raymond shall be entitled to the Company aircraft in
accordance with the Company's policies regarding personal and
business use by executives of the Company.
7. Termination
-----------
(b) Sub-pargraph (b) of Paragraph 7 is deleted. Should
Raymond become disabled, the Company agrees to continue
Raymond's compensation and benefits provided in Paragraph 6
above during the term of the Employment Agreement.
8. Obligations on Termination
--------------------------
(a) If the Agreement is terminated pursuant to Paragraph
7(a), 7(e) or 7(f), Raymond shall be entitled to no further
benefits from the Company. In the event of Raymond's death,
Raymond shall be entitled to the Death Benefit provided in
Paragraph 6(a) above.
(b) In the event this Agreement is terminated by Raymond
pursuant to Paragraph 7(c) above, or in the event of termination
purportedly made or attempted by the Company's successor(s)
other than pursuant to Paragraph 7(a), 7(d), 7(e) or 7(f) above,
Raymond shall be entitled to his compensation pursuant to
Paragraph 3 above and his benefits pursuant to Paragraph 6 above
through December 31, 1992; provided, however, said amount shall
be reduced to the extent necessary to avoid Raymond being deemed
to have received an "excess Parachute Payment", as such term is
defined in Section 280G of the Internal Revenue Code. All
payments made pursuant to this Paragraph shall be made
<PAGE>
<PAGE> 46
in subsequently equal monthly installments commencing with the
first day of the first month following the month in which
termination occurs and shall cease upon the earlier of the
scheduled expiration date or upon Raymond's death.
All benefits shall be payable in accordance with the terms
of the Employment Agreement as hereby amended and in accordance with
the terms of the plans as maintained by the Company as of the date of
any Change in Control.
12. Entire Agreement. The Employment Agreement as hereby
-----------------
amended sets forth the entire understanding of the parties with
respect to the subject matter hereof. The Employment Agreement as
hereby amended cannot be modified or extended except by a writing
signed by the parties hereto.
16. The Company shall provide to Raymond an office and services
in Binghamton or Greene, New York appropriate to the services and
activities he is performing for the Company.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of December 1, 1988.
THE RAYMOND CORPORATION
By /s/ Ross K. Colquhoun
-------------------------------
Ross K. Colquhoun
President and CEO
GEORGE G. RAYMOND, JR.
By /s/ George G. Raymond, Jr.
------------------------------
George G. Raymond
<PAGE>
<PAGE>
<PAGE> 47
EXHIBIT 10.14
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
DATED DECEMBER 31, 1992
This Agreement, made as of the 31st day of December, 1992 by and
between George G. Raymond, Jr., an individual residing in Naples,
Florida (hereinafter "Raymond") and The Raymond Corporation, a New
York Corporation, with a principal place of business at Greene, New
York (hereinafter the "Company");
WHEREAS, Raymond and the Company are presently parties to an
Employment Agreement dated May 15, 1985, Amendment to the Employment
Agreement dated December 1, 1988, and a Second Amendment to the
Employment Agreement dated June 14, 1991 (hereinafter collectively
referred to as the "Employment Documents"); and
WHEREAS, the Company wishes Raymond to continue as a consultant
and advisor to the Company and as Chairman of the Board of Directors
of the Company while performing delegated duties as a Company
representative; and
WHEREAS, Raymond and the Company wish to amend the existing
Employment Documents to extend the term of Raymond's employment with
the Company;
NOW THEREFORE, in consideration of the mutual promises contained
herein and in the Employment Documents, the parties agree to amend by
modifying the language of the indicated paragraphs of the Employment
Documents as follows:
1. Unless changed or modified by written Amendment, all terms
of the existing Employment Documents shall remain in full force and
effect until the expiration of this term. The following paragraphs
of this amendment are numbered and titled in accordance with the
numbers and titles of the paragraphs of the Employment Documents to
which it pertains, and all terms of such paragraphs shall continue to
apply except as modified below.
7. Termination. Except as may be provided, this Agreement may
be terminated:
(f) At the scheduled expiration date of December 31,
1993.
12. Entire Agreement. The Employment Documents as hereby
amended set forth the entire understanding of the parties with
respect to the subject matter hereof. The Employment Documents as
hereby amended cannot be modified or extended except by a writing
signed by the parties hereto.
<PAGE>
<PAGE> 48
IN WITNESS WHEREOF, the parties have executed this Agreement as
of 27th day of August, 1993.
The Raymond Corporation
By /s/ Ross K. Colquhoun
---------------------------
Ross K. Colquhoun
President & CEO
/s/ George G. Raymond, Jr.
---------------------------
George G. Raymond, Jr.
<PAGE>
<PAGE>
<PAGE> 49
EXHIBIT 10.15
FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT
DATED DECEMBER 31, 1993
This Agreement, made as of the 31st day of December, 1993 by and
between George G. Raymond, Jr., an individual residing in Naples,
Florida (hereinafter "Raymond") and The Raymond Corporation, a New
York Corporation, with a principal place of business at Greene, New
York (hereinafter the "Company");
WHEREAS, Raymond and the Company are presently parties to an
Employment Agreement dated May 15, 1985, Amendment to the Employment
Agreement dated December 1, 1988, a Second Amendment to the
Employment Agreement dated June 14, 1991, and a Third Amendment to
the Employment Agreement dated December 31, 1992 (hereinafter
collectively referred to as the "Employment Documents"); and
WHEREAS, the Company wishes Raymond to continue as a consultant
and advisor to the Company and as Chairman of the Board of Directors
of the Company while performing delegated duties as a Company
representative; and
WHEREAS, Raymond and the Company wish to amend the existing
Employment Documents to extend the term of Raymond's employment with
the Company;
NOW THEREFORE, in consideration of the mutual promises contained
herein and in the Employment Documents, the parties agree to amend by
modifying the language of the indicated paragraphs of the Employment
Documents as follows:
1. Unless changed or modified by written Amendment, all terms
of the existing Employment Documents shall remain in full force and
effect until the expiration of this term. The following paragraphs
of this amendment are numbered and titled in accordance with the
numbers and titles of the paragraphs of the Employment Documents to
which it pertains, and all terms of such paragraphs shall continue to
apply except as modified below.
7. Termination. Except as may be provided, this Agreement may
be terminated:
(f) At the scheduled expiration date of December 31,
1994.
12. Entire Agreement. The Employment Documents as hereby
amended set forth the entire understanding of the parties with
respect to the subject matter hereof. The Employment Documents as
hereby amended cannot be modified or extended except by a writing
signed by the parties hereto.
<PAGE>
<PAGE> 50
IN WITNESS WHEREOF, the parties have executed this Agreement as
of 27th day of January, 1994.
The Raymond Corporation
By /s/ Ross K. Colquhoun
---------------------------
Ross K. Colquhoun
President & CEO
/s/ George G. Raymond, Jr.
---------------------------
George G. Raymond, Jr.
<PAGE>
<PAGE>
<PAGE> 51
EXHIBIT 10.20
THE RAYMOND CORPORATION
SAVINGS PLAN
Effective January 1, 1986
Amended and Restated as of January 1, 1993
<PAGE>
<PAGE> 52
INTRODUCTION
Effective January 1, 1986, The Raymond Corporation established The
Raymond Corporation Savings Plan ("Plan") for the benefit of such of
its employees as are eligible thereunder. The Plan was subsequently
amended several times.
This amendment and restatement of the Plan is effective January 1,
1993, except that certain amendments reflected in this restated Plan
have an earlier effective date, as follows:
1. The provision that contributions need not be made from profits,
set forth in Section 3.09, is effective as of January 1, 1986.
2. The provision affecting leased employees set forth in
Section 1.17, the annual dollar limitation on Deferred Cash
Contributions set forth in Section 3.01, the nondiscrimination tests
set forth in Sections 3.05 and 3.06 and related defined terms, the
maximum contribution limitation set forth in Section 3.07, and the
amendments to the top-heavy provisions set forth in Section 13.05
shall be effective as of January 1, 1987.
3. The $200,000 limitation on compensation reflected in Sections 1.11
and 1.32, the hardship withdrawal rules set forth in Section 7.03,
the age 70-1/2 required distribution rule set forth in Section 9.04,
and the limitations on the distribution of Deferred Cash
Contributions upon the termination of the Plan or upon the sale of
assets or sale of a subsidiary set forth in Section 12.04(b) and
12.05 shall be effective as of January 1, 1989.
<PAGE>
<PAGE> 53
Except as otherwise specifically provided herein, the rights and
benefits of any Participant who retires or whose employment is
terminated are determined in accordance with the provisions of the
Plan in effect and operative at the time of such retirement or
termination.
<PAGE>
<PAGE> 54
THE RAYMOND CORPORATION
SAVINGS PLAN
TABLE OF CONTENTS
-----------------
Page
----
Article 1. Definitions 1
Article 2. Eligibility and Membership 12
2.01 Eligibility 12
2.02 Membership 12
2.03 Reemployment of Former Employees and
Former Members 12
2.04 Transferred Members 13
2.05 Termination of Membership 13
Article 3. Contributions 14
3.01 Deferred Cash Contributions 14
3.02 Rollover Contributions 16
3.03 Change in Contributions 16
3.04 Revocation of Contribution Election 16
3.05 Actual Deferral Percentage Test 17
3.06 Additional Discrimination Testing Provisions 18
3.07 Maximum Annual Additions 20
3.08 Return of Contributions 21
3.09 Contributions Not Contingent Upon Profits 22
Article 4. Investment of Contributions 23
4.01 Investment Funds 23
4.02 Investment of Members' Accounts 25
4.03 Responsibility for Investments 25
4.04 Change of Election 25
4.05 Reallocation of Accounts Among the Funds 26
4.06 Limitations Imposed by Contract or by
Securities Laws 26
Article 5. Valuation of the Accounts 27
5.01 Valuation of the Investment Funds 27
5.02 Discretionary Power of the Committee 27
5.03 Statement of Accounts 27
Article 6. Vested Portion of Accounts 28
6.01 Deferred Account and Rollover Account 28
Article 7. Withdrawals While Still Employed 29
7.01 Withdrawal of Rollover Contributions 29
7.02 Withdrawal After Age 59-1/2 29
7.03 Hardship Withdrawal 29
7.04 Procedures and Restrictions 31
<PAGE>
<PAGE> 55
THE RAYMOND CORPORATION
SAVINGS PLAN
TABLE OF CONTENTS
-----------------
Continued
Page
----
Article 8. Loans to Members 33
8.01 Amount Available 33
8.02 Terms 34
Article 9. Distribution of Accounts Upon Termination
of Employment 36
9.01 Eligibility 36
9.02 Form of Distribution 36
9.03 Commencement of Payments 36
9.04 Age 70-1/2 Required Distribution 37
9.05 Small Benefits 38
9.06 Status of Accounts Pending Distribution 38
9.07 Proof of Death and Right of Beneficiary or
Other Person 38
9.08 Distribution Limitation 38
9.09 Direct Rollover of Certain Distributions 39
Article 10. Administration of Plan 41
10.01 Appointment of Committee 41
10.02 Duties of Committee 41
10.03 Individual Accounts 42
10.04 Meetings 42
10.05 Action of Majority 42
10.06 Compensation and Bonding 42
10.07 Establishment of Rules 42
10.08 Prudent Conduct 43
10.09 Service in More Than One Fiduciary Capacity 43
10.10 Limitation of Liability 43
10.11 Indemnification 44
10.12 Appointment of Investment Manager 44
Article 11. Management of Funds 45
11.01 Trust Agreement 45
11.02 Exclusive Benefit Rule 45
<PAGE>
<PAGE> 56
THE RAYMOND CORPORATION
SAVINGS PLAN
TABLE OF CONTENTS
-----------------
Continued
Page
----
Article 12. Amendment, Merger and Termination 46
12.01 Amendment of Plan 46
12.02 Merger, Consolidation or Transfer 46
12.03 Additional Participating Employers 46
12.04 Termination of Plan 47
12.05 Distribution of Accounts Upon a Sale of Assets
or a Sale of a Subsidiary 48
Article 13. General Provisions 50
13.01 Nonalienation 50
13.02 Conditions of Employment Not Affected by Plan 51
13.03 Facility of Payment 51
13.04 Information 51
13.05 Top-Heavy Provisions 51
13.06 Prevention of Escheat 54
13.07 Written Elections 54
13.08 Construction 55
<PAGE>
<PAGE> 57
THE RAYMOND CORPORATION SAVINGS PLAN
ARTICLE 1. DEFINITIONS
-----------------------
1.01 "Accounts" means the Deferred Account and the Rollover Account.
1.02 "Actual Deferral Percentage" means, with respect to a specified
group of Employees, the average of the ratios, calculated separately
for each Employee in that group, of (a) the amount of Deferred Cash
Contributions made pursuant to Section 3.01 for a Plan Year
(including Deferred Cash Contributions returned to a Highly
Compensated Employee under Section 3.01(c) and Deferred Cash
Contributions returned to any Employee pursuant to Section 3.01(d)),
to (b) the Employees' Statutory Compensation for that entire Plan
Year, provided that, upon direction of the Committee, Statutory
Compensation for a Plan Year shall only be counted if received during
the period an Employee is, or is eligible to become a Member. The
Actual Deferral Percentage for each group and the ratio determined
for each Employee in the group shall be calculated to the nearest one
one-hundredth of one per cent. For purposes of determining the
Actual Deferral Percentage for a Plan Year, Deferred Cash
Contributions may be taken into account for a Plan Year only if they
(a) relate to compensation that either would have been received by
the Employee in the Plan but for the deferral election, or are
attributable to services performed by the Employee in the Plan Year
and would have been received by the Employee within 2 1/2 months after
the close of the Plan Year but for the deferral election,
(b) are allocated to the Employee as of a date within that Plan Year
and the allocation is not contingent on the participation or
performance of service after such date, and
<PAGE>
<PAGE> 58
(c) are actually paid to the Trustees no later than 12 months after
the end of the Plan Year to which the contributions relate.
1.03 "Adjustment Factor" means the cost of living adjustment factor
prescribed by the Secretary of the Treasury under Section 415(d) of
the Code for calendar years beginning on or after January 1, 1988,
and applied to such items and in such manner as the Secretary shall
provide.
1.04 "Affiliated Employer" means any company which is a member of a
controlled group of corporations (as defined in Section 414(b) of the
Code) which also includes as a member the Employer; any trade or
business under common control (as defined in Section 414(c) of the
Code) with the Employer; any organization (whether or not
incorporated) which is a member of an affiliated service group (as
defined in Section 414(m) of the Code) which includes the Employer;
and any other entity required to be aggregated with the Employer
pursuant to regulations under Section 414(o) of the Code.
Notwithstanding the foregoing, for purposes of Section 3.07, the
definitions in Sections 414(b) and (c) of the Code shall be modified
as provided in Section 415(h) of the Code.
1.05 "Annuity Starting Date" means the first day of the first period
for which an amount is paid as an annuity or any other form following
a Member's retirement or other termination of employment
1.06 "Beneficiary" means any person, persons or entity designated by
a Member to receive any benefits payable in the event of the Member's
death. However, a married Member's spouse shall be deemed to be his
<PAGE>
<PAGE> 59
Beneficiary unless or until he elects another Beneficiary with
Spousal Consent. If no Beneficiary designation is in effect at the
Member's death, or if no person, persons or entity so designated
survives the Member, the Member's surviving spouse, if any, shall be
deemed to be the Beneficiary; otherwise the Beneficiary shall be the
personal representative of the estate of the Member or the beneficiary
or beneficiaries entitled under the intestacy laws governing the
disposition of his estate as shall be determined by the Committee in
its sole discretion.
1.07 "Board of Directors" means the Board of Directors of The Raymond
Corporation.
1.08 "Break in Service" means for the purpose of Article 2, relating
to eligibility to participate in the Plan, a 12-consecutive month
period, measured from the date an Employee is first credited with an
Hour of Service or any anniversary thereof (or his reemployment
commencement date or any anniversary thereof), within which he is not
credited with more than 500 Hours of Service. However, if an
Employee is absent from work immediately following his or her active
employment, irrespective of whether the Employee's employment is
terminated, because of the Employee's pregnancy, the birth of the
Employee's child, the placement of a child with the Employee in
connection with the adoption of that child by the Employee or for
purposes of caring for that child for a period beginning immediately
following that birth or placement, a Break in Service shall not occur
until the Member fails to complete more than 500 Hours of Service
during the Plan Year following the Plan Year in which his or her
absence from work began.
1.09 "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
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1.10 "Committee" means the persons named by the Board of Directors to
administer and supervise the Plan as provided in Article 10.
1.11 "Compensation" means the total cash remuneration paid to an
Employee for services rendered to the Employer, including amounts
paid for unused vacation days, determined prior to any reduction
pursuant to Section 3.01 or pursuant to a cafeteria plan under
Section 125 of the Code. However, for Plan Years beginning after
1988, Compensation shall not exceed $200,000 per year. The $200,000
limit applies to the aggregate Compensation paid to a Highly
Compensated Employee referred to in Section 3.06(a), his spouse, and
his lineal descendants who have not attained age 19 before the end of
the Plan Year. If, as a result of the application of the family
aggregation rule, the $200,000 limit is exceeded, then the limit
shall be prorated among the affected individuals in proportion to
each such individual's Compensation as determined under this
Section 1.11 prior to the application of the limit. For Plan Years
commencing on or after January 1, 1990, the $200,000 limit shall be
multiplied by the Adjustment Factor.
1.12 "Deferred Account" means the account credited with the Deferred
Cash Contributions made on a Member's behalf and earnings on those
contributions.
1.13 "Deferred Cash Contributions" means amounts contributed pursuant
to Section 3.01.
1.14 "Disability" means total and permanent physical or mental
disability, as evidenced by eligibility for receipt of a Social
Security disability benefit.
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1.15 "Earnings" means the amount of earnings to be returned with any
excess deferrals or excess contributions under Section 3.01 or 3.05
for a Plan Year, determined as of the last day of such Plan Year
under the Plan's method of allocating income to Members' Accounts
pursuant to Article 5.
1.16 "Effective Date" means January 1, 1986.
1.17 "Employee" means an employee of the Employer who receives stated
compensation other than a pension, severance pay, retainer, or fee
under contract; however, the term "Employee" excludes any Leased
Employee and any person who is included in a unit of employees
covered by a collective bargaining agreement which does not provide
for his membership in the Plan.
1.18 "Employer" means The Raymond Corporation or any successor by
merger, purchase or otherwise, with respect to its employees; or any
other company participating in the Plan as provided in Section 12.03,
with respect to its employees.
1.19 "Enrollment Date" means the first date of each calendar quarter.
1.20 "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time.
1.21 "Fund" or "Investment Fund" means the separate funds in which
contributions to the Plan are invested in accordance with Article 4.
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1.22 "Highly Compensated Employee" means any employee of the Employer
or an Affiliated Employer (whether or not eligible for membership in
the Plan) who satisfies the criteria of paragraph (a), (b), (c) or
(d):
(a) During the look-back year the employee:
(i) received Statutory Compensation in excess of $75,000 multiplied
by the Adjustment Factor;
(ii) received Statutory Compensation in excess of $50,000 multiplied by
the Adjustment Factor and was among the highest 20% of employees
for that year when ranked by Statutory Compensation paid for that
year excluding, for purposes of determining the number of such
employees, such employees as the Employer may determine on a
consistent basis pursuant to Section 414(q)(8) of the Code; or
(iii) was at any time an officer of the Employer or an Affiliated Em-
ployer and received Statutory Compensation greater than 50% of
the dollar limitation on maximum benefits under Section
415(b)(1)(A) of the Code for such Plan Year. The number of
officers is limited to 50 (or, if lesser, the greater of 3
employees or 10% of employees excluding those employees who may
be excluded in determining the top-paid group). If no officer
has Statutory Compensation in excess of 50% of the dollar
limitation on maximum benefits under Section 415(b)(1)(A) of the
Code, the highest paid officer is treated as a Highly
Compensated Employee.
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(b) During the determination year, the employee met the criteria
under (i), (ii) or (iii) of (a) above and is one of the 100 highest
paid employees of the Employer or an Affiliated Employer.
(c) During the determination year or the look-back year the employee
was at any time a 5% owner of the Employer.
(d) For purposes of Section 3.06(a), a Highly Compensated Employee
shall include a former employee who separated from service prior to
the determination year and who was a 5% owner for either (i) the year
he separated from service or (ii) any determination year ending on or
after the employee's 55th birthday.
(e) Notwithstanding the foregoing, employees who are nonresident
aliens and who receive no earned income from the Employer or an
Affiliated Employer which constitutes income from sources within the
United States shall be disregarded for all purposes of this Section.
(f) For purposes of this Section 1.22, the `determination year' means
the Plan Year and the `look-back year' means the 12-month period
immediately preceding the determination year. However, to the extent
permitted under regulations, the Committee may elect to determine the
status of Highly Compensated Employees on a current calendar year
basis.
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(g) The provisions of this Section shall be further subject to such
additional requirements as shall be described in Section 414(q) of
the Code and its applicable regulations, which shall override any
aspects of this Section inconsistent therewith.
1.23 "Hour of Service" means, with respect to any applicable
computation period,
(a) each hour for which the employee is paid or entitled to payment
for the performance of duties for the Employer or an Affiliated
Employer;
(b) each hour for which the employee is paid or entitled to payment
by the Employer or an Affiliated Employer on account of a period
during which no duties are performed, whether or not the employment
relationship has terminated, due to vacation, holiday illness,
incapacity (including disability), layoff, jury duty, military duty
or leave of absence, but not more than 501 hours for any single
continuous period; and
(c) each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed to by the Employer or an
Affiliated Employer, excluding any hour credited under (a) or (b),
which shall be credited to the computation period or periods to which
the award, agreement or payment pertains rather than to the
computation period in which the award, agreement or payment is made.
No hours shall be credited on account of any period during which the
employee performs no duties and receives payment solely for the
purpose of complying with unemployment compensation, workers'
compensation or disability insurance laws. The Hours of Service
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credited shall be determined as required by Title 29 of the Code of
Federal Regulations, Sections 2530.200b-2(b) and (c).
1.24 "Leased Employee" means any person performing services for the
Employer or an Affiliated Employer as a leased employee as defined in
Section 414(n) of the Code. In the case of any person who is a
Leased Employee before or after a period of service as an Employee,
the entire period during which he has performed services as a Leased
Employee shall be counted as service as an Employee for all purposes
of the Plan, except that he shall not, by reason of that status,
become a Member of the Plan.
1.25 "Member" means any person included in the membership of the Plan
as provided in Article 2.
1.26 "Plan" means The Raymond Corporation Savings Plan as set forth
in this document or as amended from time to time.
1.27 "Plan Year" means the 12-month period beginning on any
January 1.
1.28 "Profits" means both accumulated earnings and profits and
current net taxable income of the Employer before deduction of
Federal, state and local income taxes and before any contributions
made by the Employer to this or any other employee benefit plan
maintained by the Employer, as determined by its independent public
accountants in accordance with generally accepted accounting
principles.
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1.29 "Rollover Account" means the account credited with the Rollover
Contributions made by a Member and earnings on those contributions.
1.30 "Rollover Contributions" means amounts contributed pursuant to
Section 3.02.
1.31 "Spousal Consent" means the written consent of a Member's spouse
to the Member's designation of a specified Beneficiary. That consent
shall be witnessed by a Plan representative or notary public and
shall acknowledge the effect on the spouse of the Member's election.
The requirement for Spousal Consent may be waived by the Committee if
it believes that there is no spouse, that the spouse cannot be
located, that a legal separation has occurred, or because of such
other circumstances as may be established by applicable law.
1.32 "Statutory Compensation" means the wages, salaries, and other
amounts paid in respect of an employee for services actually rendered
to an Employer or an Affiliated Employer, including by way of
example, overtime, bonuses and commissions, but excluding deferred
compensation, stock options and other distributions which receive
special tax benefits under the Code. Each Plan Year the Committee
may direct that Statutory Compensation shall include Deferred Cash
Contributions and amounts contributed on a Member's behalf on a
salary reduction basis to a cafeteria plan under Section 125 of the
Code.
For Plan Years beginning after 1988, Statutory Compensation shall not
exceed $200,000, provided that such limit shall not be applied in
determining Highly Compensated Employees under Section 1.22. The
$200,000 limit applies to the aggregate Statutory Compensation paid
to a Highly Compensated Employee referred to in Section 3.06(a), his
spouse, and his lineal descendants who have not attained age 19 before
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the close of the Plan Year. If, as a result of the application of the
family aggregation rule, the $200,000 limit is exceeded, then the limit
shall be prorated among the affected individuals in proportion to
each such individual's Statutory Compensation as determined under
this Section 1.32 prior to the application of the limit. For Plan
Years commencing on or after January 1, 1990, the $200,000 limit
shall be multiplied by the Adjustment Factor.
1.33 "Trustees" means the trustees by whom the funds of the Plan are
held as provided in Article 11.
1.34 "Valuation Date" means the last business day of each calendar
quarter.
1.35 "Year of Eligibility Service" means, with respect to any
employee, the 12-month period of employment with the Employer or any
Affiliated Employer, whether or not as an Employee, beginning on the
date he first completes an Hour of Service upon hire or rehire, or
any Plan Year beginning after that date, in which he first completes
at least 1,000 Hours of Service.
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ARTICLE 2. ELIGIBILITY AND MEMBERSHIP
--------------------------------------
2.01 Eligibility
Each employee shall be eligible to become a Member on any Enrollment
Date coinciding with or immediately following the date he completes
one Year of Eligibility Service or his 21st birthday, whichever is
earlier, provided he is then an Employee.
2.02 Membership
An eligible Employee shall become a Member on the first Enrollment
Date which is at least 30 days after the date he files with the
Employer a form or forms prescribed by the Committee on which he:
(a) makes the election described in Section 3.01;
(b) authorizes the Employer to reduce his Compensation;
(c) makes an investment election; and
(d) names a Beneficiary.
2.03 Reemployment of Former Employees and Former Members
Any person reemployed by the Employer as an Employee, who was
previously a Member or who was previously eligible to become a
Member, shall be immediately eligible to become a Member of the Plan
upon the filing of a form in accordance with Section 2.02. Any
person reemployed by the Employer as an Employee, who was not
previously eligible to become a Member, shall become a Member upon
completing the eligibility requirements described in Section 2.01 and
filing the appropriate form or forms in accordance with Section 2.02.
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2.04 Transferred Members
A Member who remains in the employ of the Employer or an Affiliated
Employer but ceases to be an Employee shall continue to be a Member
of the Plan but shall not be eligible to receive allocations of
Deferred Cash Contributions while his employment status is other than
as an Employee.
2.05 Termination of Membership
A Member's membership shall terminate on the date he is no longer em-
ployed by the Employer or any Affiliated Employer unless the Member
is entitled to benefits under the Plan, in which event his membership
shall terminate when those benefits are distributed to him.
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ARTICLE 3. CONTRIBUTIONS
-------------------------
3.01 Deferred Cash Contributions
(a) A Member may elect on his application filed under Section 2.02
to reduce his Compensation payable while a Member in multiples of 1%
and have that amount contributed to the Plan by the Employer as
Deferred Cash Contributions. A Member may also elect on a separate
application to (i) defer up to 100% of the amount paid to him for
unused vacation days and (ii) allocate amounts not otherwise credited
to specific spending accounts under the Raymond Corporation flexible
spending plan to the Plan, provided that such amounts, when added to
his Compensation reduction elected under Section 2.02, shall not
exceed 20% of his Compensation payable while a Member. Deferred Cash
Contributions shall be further limited as provided below and in
Sections 3.05 and 3.07. Any Deferred Cash Contributions shall be
paid to the Trustees as soon as practicable.
(b) In no event shall the Member's Deferred Cash Contributions and
similar contributions made on his behalf by the Employer or an
Affiliated Employer to all plans, contracts or arrangements subject
to the provisions of Section 401(a)(30) of the Code in any calendar
year exceed $7,000 multiplied by the Adjustment Factor. If a
Member's Deferred Cash Contributions in a calendar year reach that
dollar limitation, his election of Deferred Cash Contributions for
the remainder of the calendar year will be canceled. As of the first
pay period of the calendar year following such cancellation, the
Member's election of Deferred Cash Contributions shall again become
effective in accordance with his previous election.
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(c) In the event that the sum of the Deferred Cash Contributions and
similar contributions to any other qualified defined contribution
plan maintained by the Employer or an Affiliated Employer exceeds the
dollar limitation in Section 3.01(b) for any calendar year, the
Member shall be deemed to have elected a return of Deferred Cash
Contributions in excess of such limit ("excess deferrals") from this
Plan. The excess deferrals, together with Earnings, shall be
returned to the Member no later than the April 15 following the end
of the calendar year in which the excess deferrals were made. The
amount of excess deferrals to be returned for any calendar year shall
be reduced by any Deferred Cash Contributions previously returned to
the Member under Section 3.05 for that calendar year.
(d) If a Member makes tax-deferred contributions under another
qualified defined contribution plan maintained by an employer other
than the Employer or an Affiliated Employer for any calendar year and
those contributions, when added to his Deferred Cash Contributions,
exceed the dollar limitation under Section 3.01(b) for that calendar
year, the Member may allocate all or a portion of such excess
deferrals to this Plan. In that event, such excess deferrals,
together with Earnings, shall be returned to the Member no later than
the April 15 following the end of the calendar year in which such
excess deferrals were made. However, the Plan shall not be required
to return excess deferrals unless the Member notifies the Committee,
in writing, by March 1 of that following calendar year of the amount
of the excess deferrals allocated to this Plan. The amount of any
such excess deferrals to be returned for any calendar year shall be
reduced by any Deferred Cash Contributions previously returned to the
Member under Section 3.05 for that calendar year.
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3.02 Rollover Contributions
With the permission of the Committee and without regard to any
limitations on contributions set forth in this Article 3, the Plan
may receive from or on behalf of a Member, or an Employee who has not
yet met the eligibility requirements for membership, in cash, any
amount previously received by him from a qualified plan. The Plan
may receive such amount either directly from the Member or employee
or from an individual retirement account. Notwithstanding the
foregoing, the Plan shall not accept any amount unless such amount is
eligible to be rolled over to a qualified trust in accordance with
Section 402(a)(5) of the Code and the Member provides evidence
satisfactory to the Committee that such amount qualifies for rollover
treatment. The Rollover Contributions must be paid to the Trustees
on or before the 60th day after the day it was received by the
Member.
3.03 Change in Contributions
The percentage of Compensation designated by a Member under Section
3.01 shall automatically apply to increases and decreases in his
Compensation. A Member may change his election under Section 3.01
once every calendar quarter by giving at least 30 days' prior written
notice to the Committee. The changed percentage shall become
effective as of the first day of the calendar quarter beginning after
the expiration of the notice period.
3.04 Revocation of Contribution Election
(a) A Member may revoke his election under Section 3.01 only once
every Plan Year by giving at least 30 days' prior written notice to
the Committee. The revocation shall become effective as of the first
day of the calendar quarter beginning after the expiration of the
notice period.
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(b) A Member who has revoked his election under Section 3.01 may
apply to the Committee to have his Compensation reduction resumed in
accordance with Section 3.01 as of the first day of the calendar
quarter next following 30 days' written notice of that intent.
3.05 Actual Deferral Percentage Test
The Actual Deferral Percentage for Highly Compensated Employees who
are Members or eligible to become Members shall not exceed the Actual
Deferral Percentage for all other Employees who are Members or
eligible to become Members multiplied by 1.25. If the Actual
Deferral Percentage for Highly Compensated Employees does not meet
the foregoing test, the Actual Deferral Percentage for Highly
Compensated Employees may not exceed the Actual Deferral Percentage
for all other Employees who are Members or eligible to become Members
by more than two percentage points, and the Actual Deferral
Percentage for Highly Compensated Employees may not be more than 2.0
times the Actual Deferral Percentage for all other Employees. The
Committee may implement rules limiting the Deferred Cash
Contributions which may be made on behalf of some or all Highly
Compensated Employees so that this limitation is satisfied. If the
Committee determines that the limitation under this Section 3.05 has
been exceeded in any Plan Year, the following provisions shall apply:
(a) The amount of Deferred Cash Contributions made on behalf of some
or all Highly Compensated Employees shall be reduced until the
provisions of this paragraph are satisfied as follows. The actual
deferral ratio of the Highly Compensated Employee with the highest
actual deferral ratio shall be reduced to the extent necessary to
meet the test or to cause such ratio to equal the actual deferral
ratio of the Highly Compensated Employee with the next highest ratio.
This process will be repeated until the actual deferral percentage
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<PAGE> 74
test is passed. Each ratio shall be rounded to the nearest one-
hundredth of one per cent of the Member's Statutory Compensation.
(b) Deferred Cash Contributions subject to reduction under this para-
graph ("excess contributions"), together with Earnings thereon, shall
be paid to the Member before the close of the Plan Year following the
Plan Year in which the excess contributions were made and, to the
extent practicable, within 2-1/2 months of the close of the Plan Year
in which the excess contributions were made. However, any excess
contributions for any Plan Year shall be reduced by any Deferred Cash
Contributions previously returned to the Member under Section 3.01(c)
for that Plan Year.
3.06 Additional Discrimination Testing Provisions
(a) If any Highly Compensated Employee is either (i) a five percent
owner or (ii) one of the 10 highest paid Highly Compensated
Employees, then any contribution made by or on behalf of any member
of his "family" shall be deemed made by or on behalf of such Highly
Compensated Employee for purposes of Section 3.05, to the extent
required under regulations prescribed by the Secretary of the
Treasury or his delegate under Sections 401(k) and 401(m) of the
Code. The contributions required to be aggregated under the
preceding sentence shall be disregarded in determining the Actual
Deferral Percentage for the group of non-highly compensated employees
for purposes of Section 3.05. Any return of excess contributions
required under Section 3.05 with respect to the family group shall be
made by allocating the excess contributions among the family members
in proportion to the contributions made by or on behalf of each
family member that is combined. For purposes of this paragraph, the
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<PAGE> 75
term "family" means, with respect to any employee, such employee's
spouse and any lineal ascendants or descendants and any spouses of
such lineal ascendants or descendants.
(b) If any Highly Compensated Employee is a member of another
qualified plan of the Employer or an Affiliated Employer, other than
an employee stock ownership plan described in Section 4975(e)(7) of
the Code or any other qualified plan which must be mandatorily
disaggregated under Section 410(b) of the Code, under which deferred
cash contributions are made on behalf of the Highly Compensated
Employee, the Committee shall implement rules, which shall be
uniformly applicable to all employees similarly situated, to take
into account all such contributions for the Highly Compensated
Employee under all such plans in applying the limitations of this
Section. If any other such qualified plan has a plan year other than
the Plan Year defined in Section 1.27, the contributions to be taken
into account in applying the limitations of Section 3.05 will be
those made in the plan years ending with or within the same calendar
year.
(c) In the event that this Plan is aggregated with one or more other
plans to satisfy the requirements of Sections 401(a)(4) and 410(b) of
the Code (other than for purposes of the average benefit percentage
test) or if one or more other plans is aggregated with this Plan to
satisfy the requirements of such sections of the Code, then the
provisions of Section 3.05 shall be applied by determining the Actual
Deferral Percentage of employees as if all such plans were a single
plan. If this Plan is permissively aggregated with any other plan or
plans for purposes of satisfying the provisions of Section 401(k)(3)
of the Code, the aggregated plans must also satisfy the provisions of
Sections 401(a)(4) and 410(b) of the Code as though they were a
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<PAGE> 76
single plan. For Plan Years beginning after December 31, 1989, plans
may be aggregated under this paragraph (c) only if they have the same
plan year.
3.07 Maximum Annual Additions
(a) The annual addition to a Member's Accounts for any Plan Year,
which shall be considered the "limitation year" for purposes of
Section 415 of the Code, when added to the Member's annual addition
for that Plan Year under any other qualified defined contribution
plan of the Employer or an Affiliated Employer, shall not exceed an
amount which is equal to the lesser of (i) 25% of his aggregate
remuneration for that Plan Year or (ii) the greater of $30,000 or
one-quarter of the dollar limitation in effect under Section
415(b)(1)(A) of the Code.
(b) For purposes of this Section, the "annual addition" to a
Member's Accounts under this Plan or any other qualified defined
contribution plan maintained by the Employer or an Affiliated
Employer shall be the sum of:
(i) the total contributions, including Deferred Cash Contributions,
made on the Member's behalf by the Employer and all Affiliated
Employers,
(ii) all Member contributions, exclusive of any Rollover
Contributions, and
(iii) forfeitures, if applicable,
that have been allocated to the Member's Accounts under this Plan or
his accounts under any other such qualified defined contribution
plan. For purposes of this paragraph (b), any Deferred Cash
Contributions distributed under Section 3.05 shall be included in the
annual addition for the year allocated.
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(c) For purposes of this Section, the term "remuneration" with
respect to any Member shall mean the wages, salaries and other
amounts paid in respect of that Member by the Employer or an
Affiliated Employer for personal services actually rendered,
determined after any reduction of Compensation pursuant to
Section 3.01 or pursuant to a cafeteria plan as described in
Section 125 of the Code, including (but not limited to) bonuses,
overtime payments and commissions, but excluding deferred
compensation, stock options and other distributions which receive
special tax benefits under the Code.
(d) If the annual addition to a Member's Accounts for any Plan Year,
prior to the application of the limitation set forth in paragraph (a)
above, exceeds that limitation due to a reasonable error in
estimating a Member's annual compensation or in determining the
amount of Deferred Cash Contributions that may be made with respect
to a Member under Section 415 of the Code, or as the result of the
allocation of forfeitures, the amount of contributions credited to
the Member's Accounts in that Plan Year shall be adjusted to the
extent necessary to satisfy that limitation by reducing the Member's
Deferred Cash Contributions under Section 3.01. The amount of the
reduction shall be returned to the Member, together with any earnings
on the contributions to be returned.
3.08 Return of Contributions
(a) The Employer's contributions to the Plan are conditioned upon
their deductibility under Section 404 of the Code. If all or part of
the Employer's deductions for contributions to the Plan are
disallowed by the Internal Revenue Service, the portion of the
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<PAGE> 78
contributions to which that disallowance applies shall be returned
to the Employer without interest but reduced by any investment loss
attributable to those contributions. The return shall be made within
one year after the disallowance of deduction.
(b) The Employer may recover without interest the amount of its
contributions to the Plan made on account of a mistake of fact,
reduced by any investment loss attributable to those contributions,
if recovery is made within one year after the date of those
contributions.
(c) In the event that Deferred Cash Contributions made under Section
3.01 are returned to the Employer in accordance with the provisions
of this Section 3.08, the elections to reduce Compensation which were
made by Members on whose behalf those contributions were made shall
be void retroactively to the beginning of the period for which those
contributions were made. The Deferred Cash Contributions so returned
shall be distributed in cash to those Members for whom those
contributions were made.
3.09 Contributions Not Contingent Upon Profits
The Employer may make contributions to the Plan without regard to the
existence or the amount of Profits. Notwithstanding the foregoing,
however, this Plan is designed to qualify as a "profit-sharing plan"
for all purposes of the Code.
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ARTICLE 4. INVESTMENT OF CONTRIBUTIONS
---------------------------------------
4.01 Investment Funds
(a) Contributions to the Plan shall be invested in one or more
Investment Funds, as authorized by the Committee, which from time to
time may include the following:
Fund A - Fixed Income Investment Fund
This Fund shall consist primarily of fixed-income obligations,
including but not limited to government and private bonds,
debentures, notes, certificates of deposit, participation in money
market funds and other similar fixed-income investments (which may
include investment in any commingled trust fund selected by the
Trustees which meets the requirements of Section 401(a) of the Code
and is exempt from taxation under Section 501(a) of the Code, and
which is invested primarily in fixed income securities or fixed
income investments). Pending the selection and purchase of suitable
investments, this Fund may be invested in short-term obligations of
the United States Government and other short-term investments
selected by the Trustees.
Fund B - Diversified Investment Fund
This Fund shall consist primarily of common or capital stocks of
issues other than those of the Employer or an Affiliated Employer,
bonds or securities convertible into common or capital stocks of
issues other than those of the Employer or an Affiliated Employer,
shares of mutual funds and closed-end investment companies and other
similar types of investments (which may include investment in any
commingled trust fund selected by the Trustees which meets the
requirements of Section 401(a) of the Code and is exempt from
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taxation under Section 501(a) of the Code, and which is invested
primarily in similar types of securities). Pending the selection
and purchase of suitable investments, this Fund may be invested in
short-term obligations of the United States Government and other
short-term investments selected by the Trustees.
Fund C - Employer Common Stock Fund
This Fund shall consist entirely of common stock of the Employer, and
shall be purchased by the Trustees regularly in the open market, by
the exercise of stock rights or by private purchase from anyone
including the Employer. Any such purchase shall be in full
compliance with the fiduciary requirements of ERISA.
Fund D - Money Market Fund
This Fund shall consist of short-term obligations of the United
States Government, bank certificates of deposit, commercial paper,
bankers' acceptances, shares of money market mutual funds and other
similar types of short-term investments (which may include investment
in any commingled trust fund selected by the Trustees which meets the
requirements of Section 401(a) of the Code and is exempt from
taxation under Section 501(a) of the Code, and which is invested
primarily in similar types of securities).
(b) The Trustees may keep such amounts of cash as they, in their
sole discretion, shall deem necessary or advisable as part of the
Funds, all within the limitations specified in the trust agreement.
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<PAGE> 81
(c) Dividends, interest, and other distributions received on the
assets held by the Trustees in respect to each of the above Funds
shall be reinvested in the respective Fund.
4.02 Investment of Members' Accounts
A Member shall make separate investment elections covering his
Deferred Account and his Rollover Account in accordance with one of
the following options:
(a) 100% in one of the available Investment Funds;
(b) in more than one Investment Fund allocated in multiples of 5%.
4.03 Responsibility for Investments
Each Member is solely responsible for the selection of his investment
options. The Trustees, the Committee, the Employer, and the
officers, supervisors and other employees of the Employer are not
empowered to advise a Member as to the manner in which his Accounts
shall be invested. The fact that an Investment Fund is available to
Members for investment under the Plan shall not be construed as a
recommendation for investment in that Investment Fund.
4.04 Change of Election
A Member may change his investment election under Section 4.02, in
multiples of 5%, no more than once every calendar quarter by giving
at least 30 days' prior written notice to the Committee. The changed
investment election shall become effective as of the first day of the
calendar quarter beginning after the expiration of the notice period,
and shall be effective only with respect to subsequent contributions.
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4.05 Reallocation of Accounts Among the Funds
A Member may elect to reallocate his Accounts among the Investment
Funds, in multiples of 5%, no more than once each Plan Year by giving
at least 30 days' prior written notice to the
Committee. The reallocation shall be effective as of the first day
of the calendar quarter beginning after the expiration of the notice
period.
4.06 Limitations Imposed by Contract or by Securities Laws
(a) Notwithstanding anything in this Article to the contrary, any
contributions invested in a guaranteed investment contract shall be
subject to any and all terms of such contract, including any
limitations placed on the exercise of any rights otherwise granted to
a Member under any other provisions of this Plan with respect to such
contributions.
(b) Notwithstanding anything in this Article to the contrary, the
right of any Member who is an "insider" (as defined in Section 16(b)
of the Securities Exchange Act of 1934) to change his investment
election or reallocate his Accounts, if the change or reallocation
concerns Fund C, shall be subject to any and all limitations imposed
by the Committee on the exercise of those rights otherwise granted
under the provisions of this Plan in order to comply with the
applicable provisions of the Securities Exchange Act of 1934.
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ARTICLE 5. VALUATION OF THE ACCOUNTS
-------------------------------------
5.01 Valuation of the Investment Funds
The Trustees shall value the Investment Funds at least quarterly. On
each Valuation Date there shall be allocated to the Accounts of each
Member his proportionate share of the increase or decrease in the
fair market value of his Accounts in each of the Funds, based on the
assumption, where necessary, that contributions for a calendar
quarter were contributed on the average in the middle of the calendar
quarter. Whenever an event requires a determination of the value of
the Member's Accounts, the value shall be computed as of the
Valuation Date coincident with or immediately following the date of
determination, subject to the provisions of Section 5.02.
5.02 Discretionary Power of the Committee
The Committee reserves the right to change from time to time the
procedures used in valuing the Accounts or crediting (or debiting)
the Accounts if it determines, after due deliberation and upon the
advice of counsel and/or the current recordkeeper, that such an
action is justified in that it results in a more accurate reflection
of the fair market value of assets. In the event of a conflict
between the provisions of this Article and such new administrative
procedures, those new administrative procedures shall prevail.
5.03 Statement of Accounts
At least once a year, each Member shall be furnished with a statement
setting forth the value of his Accounts.
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ARTICLE 6. VESTED PORTION OF ACCOUNTS
--------------------------------------
6.01 Deferred Account and Rollover Account
A Member shall at all times be 100% vested in, and have a
nonforfeitable right to, his Deferred Account and his Rollover
Account.
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ARTICLE 7. WITHDRAWALS WHILE STILL EMPLOYED
--------------------------------------------
7.01 Withdrawal of Rollover Contributions
A Member may elect to withdraw all or part of his Rollover Account at
any time.
7.02 Withdrawal After Age 59-1/2
A Member who shall have attained age 59-1/2 as of the effective date
of any withdrawal pursuant to this Section may elect to withdraw all
or part of his Deferred Account.
7.03 Hardship Withdrawal
(a) A Member who has withdrawn the total amount available for
withdrawal under the preceding Sections of this Article may elect to
withdraw all or part of the Deferred Cash Contributions made on his
behalf to his Deferred Account and earnings credited on that Account
prior to January 1, 1989 upon furnishing proof of Hardship
satisfactory to the Committee.
(b) A Member shall be considered to have incurred a "Hardship" if,
and only if, he meets the requirements of paragraphs (c) and (d)
below.
(c) As a condition for Hardship there must exist with respect to the
Member an immediate and heavy need to draw upon his Deferred Account.
The Committee shall presume the existence of such immediate and heavy
need if the requested withdrawal is on account of any of the
following:
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<PAGE> 86
(i) expenses for medical care described in Section 213(d) of the Code
previously incurred by the Member, his spouse or any of his
dependents (as defined in Section 152 of the Code) or necessary for
those persons to obtain such medical care;
(ii) costs directly related to the purchase of a principal residence
of the Member (excluding mortgage payments);
(iii) payment of tuition and related educational fees for the next 12
months of post-secondary education of the Member, his spouse
or dependents;
(iv) payment of amounts necessary to prevent eviction of the Member
from his principal residence or to avoid foreclosure on the
mortgage of his principal residence; or
(v) the inability of the Member to meet such other expenses, debts or
other obligations recognized by the Internal Revenue Service as
giving rise to immediate and heavy financial need for purposes of
Section 401(k) of the Code.
In evaluating the relevant facts and circumstances, the Committee
shall act in a nondiscriminatory fashion and shall treat uniformly
those Members who are similarly situated. The Member shall furnish
to the Committee such supporting documents as the Committee may
request in accordance with uniform and nondiscriminatory rules
prescribed by the Committee.
(d) As a condition for Hardship, the Member must demonstrate that
the requested withdrawal is necessary to satisfy the financial need
described in paragraph (b). To demonstrate such necessity, the
Member must request, on such form as the Committee shall prescribe,
that the Committee make its determination of the necessity for the
withdrawal solely on the basis of his application. In that event,
<PAGE>
<PAGE> 87
the Committee shall make such determination, provided all of the
following requirements are met: (i) the distribution is not in excess
of the amount of the immediate and heavy financial need of the employee,
including amounts necessary to pay any federal, state or local income
taxes or penalties reasonably anticipated to result from the
distribution, (ii) the Member has obtained all distributions, other than
distributions available only on account of hardship, and all
nontaxable loans currently available under all plans of the Employer
and Affiliated Employers, (iii) the Member is prohibited from making
Deferred Cash Contributions to the Plan and all other plans of the
Employer and Affiliated Employers under the terms of such plans or by
means of an otherwise legally enforceable agreement for at least 12
months after receipt of the distribution, and (iv) the limitation
described in Section 3.01(b) under all plans of the Employer and
Affiliated Employers for the calendar year following the year in
which the withdrawal is made must be reduced by the Member's elective
deferral made in the calendar year of the distribution for Hardship.
For purposes of clause (iii), "all other plans of the Employer and
Affiliated Employers" shall include stock option plans, stock
purchase plans, qualified and non-qualified deferred compensation
plans and such other plans as may be designated under regulations
issued under Section 401(k) of the Code, but shall not include health
and welfare benefit plans or the mandatory employee contribution
portion of a defined benefit plan.
7.04 Procedures and Restrictions
To make a withdrawal, a Member shall give at least 30 days' prior
written notice to the Committee. A withdrawal shall be made as of
the Valuation Date next following the expiration of the notice
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<PAGE> 88
period. No more than one withdrawal may be made in any Plan Year
except that a withdrawal under Section 7.03 may be made in addition
to any other withdrawal made during the Plan Year. The minimum
withdrawal shall be $1,000 or the total value of his Accounts
available for withdrawal, if less. Notwithstanding any provision in
this Article to the contrary, the right of any Member who is an
"insider" (as defined in Section 16(b) of the Securities Exchange Act of
1934) to withdraw amounts invested in Fund C shall be limited by the
Committee in such manner as it deems appropriate to comply with the
applicable provisions of the Securities Exchange Act of 1934. If a loan
and a hardship withdrawal are processed as of the Valuation Date, the
amount available for the hardship withdrawal will equal the Member's
Accounts on such Valuation Date reduced by the amount of the loan.
The amount of the withdrawal shall be allocated between and among the
Investment Funds in proportion to the value of the Member's Accounts
from which the withdrawal is made in each Investment Fund as of the
date of the withdrawal. All payments to Members under this Article
shall be made in cash as soon as practicable.
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ARTICLE 8. LOANS TO MEMBERS
----------------------------
8.01 Amount Available
(a) A Member who is an employee of the Employer or an Affiliated Em-
ployer may borrow, on written application of the Committee and on ap-
proval by the Committee under such uniform rules as it shall adopt,
an amount which, when added to the outstanding balance of any other
loans to the Member from the Plan, does not exceed the lesser of
(i) 50% of the vested portion of his Accounts, or
(ii) $50,000 reduced by the highest outstanding loan balance to the
Member from the Plan during the one year period ending on the day
before the day the loan is made.
(b) The interest rate to be charged on loans shall be determined at
the time of the loan application and shall be based on the interest
rates charged by persons in the business of lending money for loans
of similar purpose and duration. The interest rate so determined for
purposes of the Plan shall be fixed for the duration of each loan.
(c) The amount of the loan is to be transferred from the Investment
Funds in which the Member's Accounts are invested to a special "Loan
Fund" for the Member under the Plan. The Loan Fund consists solely
of the amount transferred to the Loan Fund and is invested solely in
the loan made to the Member. The amount transferred to the Loan Fund
shall be pledged as security for the loan. Payments of principal on
the loan will reduce the amount held in the Member's Loan Fund.
Those payments, together with the attendant interest payment, will be
reinvested in the Investment Funds in accordance with the Member's
then effective investment election.
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<PAGE> 90
8.02 Terms
(a) In addition to such rules and regulations as the Committee may
adopt, all loans shall comply with the following terms and
conditions:
(i) An application for a loan by a Member shall be made in writing to
the Committee, whose action in approving or disapproving the
application shall be final;
(ii) Each loan shall be evidenced by a promissory note payable to the
Plan;
(iii) The period of repayment for any loan shall be arrived at by
mutual agreement between the Committee and the Member, but that
period shall not exceed five years unless the loan is to be used
in conjunction with the purchase of the principal residence of the
Member, in which case the period shall not exceed twenty-five
years;
(iv) Payments of principal and interest will be made by payroll
deductions or in a manner agreed to by the Member and the
Committee in substantially level amounts, but no less frequently
than quarterly, in an amount sufficient to amortize the loan over
the repayment period;
(v) A loan may be prepaid in full as of the last day of any month
without penalty;
(vi) Only one loan may be outstanding at any given time;
(vii) The minimum amount of a loan shall be $1,000.
(viii) The Committee may limit the amount a Member who is an "insider"
(as defined in Section 16(b) of the Securities Exchange Act of
1934) may borrow from his Accounts invested in Fund C in order
to comply with the applicable provisions of the Securities
Exchange Act of 1934.
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<PAGE> 91
(b) If a loan is not repaid in accordance with the terms contained
in the promissory note and a default occurs, the Plan may execute
upon its security interest in the Member's Accounts under
the Plan to satisfy the debt; however, the Plan shall not levy
against any portion of the Loan Fund attributable to amounts held in
the Member's Deferred Account until such time as a distribution of
the Deferred Account could otherwise be made under the Plan.
(c) Any additional rules or restrictions as may be necessary to
implement and administer the loan program shall be in writing and
communicated to employees. Such further documentation is hereby
incorporated into the Plan by reference, and the Committee is hereby
authorized to make such revisions to these rules as it deems
necessary or appropriate, on the advice of counsel.
(d) To the extent required by law and under such rules as the
Committee shall adopt, loans shall also be made available on a
reasonably equivalent basis to any Beneficiary or former Employee (i)
who maintains an account balance under the Plan and (ii) who is still
a party-in-interest (within the meaning of Section 3(14) of ERISA).
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ARTICLE 9.
----------
DISTRIBUTION OF ACCOUNTS UPON TERMINATION OF EMPLOYMENT
-------------------------------------------------------
9.01 Eligibility
Upon a Member's termination of employment, Disability or death, his
Accounts shall be distributed as provided in this Article.
9.02 Form of Distribution
Distribution of the Member's Accounts shall be made to the Member (or
to his Beneficiary, in the event of death) in a cash lump sum.
9.03 Commencement of Payments
(a) Except as otherwise provided in this Article, distribution of
the Member's Accounts shall be made as soon as administratively
practicable following the later of (i) the Member's termination of
employment or (ii) the 65th anniversary of the Member's date of birth
(but not more than 60 days after the close of the Plan Year in which
the later of (i) or (ii) occurs).
(b) In lieu of a distribution as described in paragraph (a) above, a
Member may, in accordance with such procedures as the Committee shall
prescribe, elect to have the distribution of his Accounts commence as
of any Valuation Date coincident with or following his termination of
employment which is before the date described in paragraph (a) above.
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<PAGE> 93
(c) In the case of the death of a Member before his benefits
commence, his Accounts shall be distributed to his Beneficiary as
soon as administratively practicable following the Member's date of
death.
9.04 Age 70-1/2 Required Distribution
(a) In no event shall the provisions of this Article operate so as
to allow the distribution of a Member's Accounts to begin later than
the April 1 following the calendar year in which he attains age
70-1/2, provided that such commencement in active service shall not be
required with respect to a Member (i) who does not own more than five
per cent of the outstanding stock of the Employer (or stock
possessing more than five per cent of the total combined voting power
of all stock of the Employer), and (ii) who attained age 70-1/2 prior
to January 1, 1988.
(b) In the event a Member is required to begin receiving payments
while in service under the provisions of paragraph (a) above, the
Member will receive one lump sum payment on or before the Member's
required beginning date equal to his entire Account balance and
annual lump sum payments thereafter of amounts accrued during each
calendar year. The commencement of payments under this Section 9.04
shall not constitute an Annuity Starting Date for purposes of
Sections 72, 401(a)(11) and 417 of the Code. Upon the Member's
subsequent termination of employment, payment of the Member's
Accounts shall be made in accordance with the provisions of
Section 9.02.
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<PAGE> 94
9.05 Small Benefits
Notwithstanding any provision of the Plan to the contrary, a lump sum
payment shall be made as soon as administratively practicable
following the Member's termination of employment if the value of the
Member's Accounts as of such termination of employment amounts to
$3,500 or less.
9.06 Status of Accounts Pending Distribution
Until distributed under Section 9.03 or 9.04, the Accounts of a
Member who is entitled to a distribution shall continue to be
invested as part of the funds of the Plan.
9.07 Proof of Death and Right of Beneficiary or Other Person
The Committee may require and rely upon such proof of death and such
evidence of the right of any Beneficiary or other person to receive
the value of the Accounts of a deceased Member as the Committee may
deem proper and its determination of the right of that Beneficiary or
other person to receive payment shall be conclusive.
9.08 Distribution Limitation
Notwithstanding any other provision of this Article 9, all
distributions from this Plan shall conform to the regulations issued
under Section 401(a)(9) of the Code, including the incidental death
benefit provisions of Section 401(a)(9)(G) of the Code. Further,
such regulations shall override any Plan provision that is
inconsistent with Section 401(a)(9) of the Code.
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<PAGE> 95
9.09 Direct Rollover of Certain Distributions
Notwithstanding any other provision of this Plan, with respect to any
distribution from this Plan which is (a) payable after December 31,
1992 to a Member, the Member's surviving spouse or to an alternative
payee under a qualified domestic relations order (as defined in
Section 414(p) of the Code) who is the Member's spouse or former
spouse and (b) determined by the Committee to be an "eligible
rollover distribution", such Member, surviving spouse or alternate
payee may elect, on a form provided for that purpose, to have the
Trustee make a direct rollover of all or part of such distribution to
an "eligible retirement plan" which accepts such rollover. For
purposes of this Section, an "eligible rollover distribution" is any
distribution of all or any portion of the balance to the credit of the
Member, the Member's surviving spouse or former spouse who is the
alternate payee under a qualified domestic relations order, except that
the following distributions shall not be eligible rollover distribu-
tions: (i) any distribution that is one of a series of substantially
equal periodic payments made for the life or life expectancies of the
distributee or the joint lives or joint life expectancies of the distri-
butee and the distributee's designated beneficiary, or for a specified
period of ten years or more, (ii) any distribution required under
Section 401(a)(9) of the Code and (iii) the portion of a distribution
not includible in gross income. For purposes of this Section, an
"eligible retirement plan" is an individual retirement account
described in Section 408(a) of the Code, an individual retirement
annuity described in Section 408(b) of the Code, an annuity plan
described in Section 403(a) of the Code or a qualified trust
described in Section 401(a) of the Code that accepts the eligible
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<PAGE> 96
rollover distribution; however, in the case of an eligible rollover
distribution to the Member's surviving spouse, an eligible retirement
plan is an individual retirement account or individual retirement
annuity.
In the event that the provisions of this Section 9.09 or any part
thereof cease to be required by law as a result of subsequent
legislation or otherwise, this Section 9.09 or applicable part
thereof shall be ineffective without necessity of further amendment
of the Plan.
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ARTICLE 10. ADMINISTRATION OF PLAN
-----------------------------------
10.01 Appointment of Committee
The general administration of the Plan and the responsibility for
carrying out the provisions of the Plan shall be placed in a
Committee of not less than three persons appointed from time to time
by the Board of Directors to serve at the pleasure of the Board of
Directors. Any person who is appointed a member of the Committee
shall signify his acceptance by filing written acceptance with the
Board of Directors and the Secretary of the Committee. Any member of
the Committee may resign by delivering his written resignation to the
Board of Directors and the Secretary of the Committee.
10.02 Duties of Committee
The members of the Committee shall elect a chairman from their number
and a secretary who may be, but need not be, one of the members of
the Committee; may appoint from their number such subcommittees with
such powers as they shall determine; may authorize one or more of
their number or any agent to execute or deliver any instrument or
make any payment on their behalf; may retain counsel, employ agents
and provide for such clerical, accounting, and consulting services as
they may require in carrying out the provisions of the Plan; and may
allocate among themselves or delegate to other persons all or such
portion of their duties under the Plan, other than those granted to
the Trustees under the trust agreement adopted for use in
implementing the Plan, as they, in their sole discretion, shall
decide.
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<PAGE> 98
10.03 Individual Accounts
The Committee shall maintain, or cause to be maintained, records
showing the individual balances in each Member's Accounts. However,
maintenance of those records and Accounts shall not require any
segregation of the funds of the Plan.
10.04 Meetings
The Committee shall hold meetings upon such notice, at such place or
places, and at such time or times as it may from time to time
determine.
10.05 Action of Majority
Any act which the Plan authorizes or requires the Committee to do may
be done by a majority of its members. The action of that majority
expressed from time to time by a vote at a meeting or in writing
without a meeting shall constitute the action of the Committee and
shall have the same effect for all purposes as if assented to by all
members of the Committee at the time in office.
10.06 Compensation and Bonding
No member of the Committee shall receive any compensation from the
Plan for his services as such. Except as may otherwise be required
by law, no bond or other security need be required of any member in
that capacity in any jurisdiction.
10.07 Establishment of Rules
Subject to the limitations of the Plan, the Committee from time to
time shall establish rules for the administration of the Plan and the
transaction of its business. The Committee shall have discretionary
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<PAGE> 99
authority to construe and interpret the Plan (including but not
limited to, determination of an individual's eligibility for Plan
participation, the right and amount of any benefit payable under
the Plan and the date on which any individual ceases to be a Member).
The determination of the Committee as to the interpretation of the
Plan or any disputed question shall be conclusive and final to the
extent permitted by applicable law.
10.08 Prudent Conduct
The members of the Committee shall use that degree of care, skill,
prudence and diligence that a prudent man acting in a like capacity
and familiar with such matters would use in his conduct of a similar
situation.
10.09 Service in More Than One Fiduciary Capacity
Any individual, entity or group of persons may serve in more than one
fiduciary capacity with respect to the Plan and/or the funds of the
Plan.
10.10 Limitation of Liability
The Employer, the Board of Directors, the members of the Committee,
and any officer, employee or agent of the Employer shall not incur
any liability individually or on behalf of any other individuals or
on behalf of the Employer for any act or failure to act, made in good
faith in relation to the Plan or the funds of the Plan. However,
this limitation shall not act to relieve any such individual or the
Employer from a responsibility or liability for any fiduciary
responsibility, obligation or duty under Part 4, Title I of ERISA.
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<PAGE> 100
10.11 Indemnification
The members of the Committee, the Board of Directors, and the
officers, employees and agents of the Employer shall be indemnified
against any and all liabilities arising by reason of any act, or
failure to act, in relation to the Plan or the funds of the Plan,
including, without limitation, expenses reasonably incurred in the
defense of any claim relating to the Plan or the funds of the Plan,
and amounts paid in any compromise or settlement relating to the Plan
or the funds of the Plan, except for actions or failures to act made
in bad faith. The foregoing indemnification shall be from the funds
of the Plan to the extent of those funds and to the extent permitted
under applicable law; otherwise, from the assets of the Employer.
10.12 Appointment of Investment Manager
The Employer may, in its discretion, appoint one or more investment
managers (within the meaning of Section 3(38) of ERISA) to manage
(including the power to acquire and dispose of) all or part of the
assets of the Plan, as the Employer shall designate. In that event
authority over and responsibility for the management of the assets so
designated shall be the sole responsibility of that investment
manager.
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<PAGE> 101
ARTICLE 11. MANAGEMENT OF FUNDS
--------------------------------
11.01 Trust Agreement
All the funds of the Plan shall be held by Trustees appointed from
time to time by the Board of Directors under a trust agreement
adopted, or as amended, by the Board of Directors for use in
providing the benefits of the Plan and paying its expenses not paid
directly by the Employer. The Employer shall have no liability for
the payment of benefits under the Plan nor for the administration of
the funds paid over to the Trustees.
11.02 Exclusive Benefit Rule
Except as otherwise provided in the Plan, no part of the corpus or
income of the funds of the Plan shall be used for, or diverted to,
purposes other than for the exclusive benefit of Members and other
persons entitled to benefits under the Plan and paying the expenses
of the Plan not paid directly by the Employer. No person shall have
any interest in or right to any part of the earnings of the funds of
the Plan, or any right in, or to, any part of the assets held under
the Plan, except as and to the extent expressly provided in the Plan.
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<PAGE> 102
ARTICLE 12. AMENDMENT, MERGER AND TERMINATION
----------------------------------------------
12.01 Amendment of Plan
The Board of Directors reserves the right at any time and from time
to time, and retroactively if deemed necessary or appropriate, to
amend in whole or in part any or all of the provisions of the Plan.
However, no amendment shall make it possible for any part of the
funds of the Plan to be used for, or diverted to, purposes other than
for the exclusive benefit of persons entitled to benefits under the
Plan. No amendment shall be made which has the effect of decreasing
the balance of the Accounts of any Member or of reducing the
nonforfeitable percentage of the balance of the Accounts of a Member
below the nonforfeitable percentage computed under the Plan as in
effect on the date on which the amendment is adopted or, if later,
the date on which the amendment becomes effective.
12.02 Merger, Consolidation or Transfer
The Plan may not be merged or consolidated with, and its assets or
liabilities may not be transferred to, any other plan unless each
person entitled to benefits under the Plan would, if the resulting
plan were then terminated, receive a benefit immediately after the
merger, consolidation, or transfer which is equal to or greater than
the benefit he would have been entitled to receive immediately before
the merger, consolidation, or transfer if the Plan had then
terminated.
12.03 Additional Participating Employers
(a) If any company is or becomes a subsidiary of or associated with
an Employer, the Board of Directors may include the employees of that
subsidiary or associated company in the membership of the Plan
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<PAGE> 103
upon appropriate action by that company necessary to adopt the Plan.
In that event, or if any persons become Employees of an Employer as
the result of merger or consolidation or as the result of acquisition
of all or part of the assets or business of another company, the Board
of Directors shall determine to what extent, if any, previous service
with the subsidiary, associated or other company shall be recognized
under the Plan, but subject to the continued qualification of the trust
for the Plan as tax-exempt under the Code.
(b) Any subsidiary or associated company may terminate its
participation in the Plan upon appropriate action by it. In that
event the funds of the Plan held on account of Members in the employ
of that company, and any unpaid balances of the Accounts of all
Members who have separated from the employ of that company, shall be
determined by the Committee. Those funds shall be distributed as
provided in Section 13.04 if the Plan should be terminated, or shall
be segregated by the Trustees as a separate trust, pursuant to
certification to the Trustees by the Committee, continuing the Plan
as a separate plan for the employees of that company under which the
board of directors of that company shall succeed to all the powers
and duties of the Board of Directors, including the appointment of
the members of the Committee.
12.04 Termination of Plan
(a) The Board of Directors may terminate the Plan or completely
discontinue contributions under the Plan for any reason at any time.
In case of termination or partial termination of the Plan, or
complete discontinuance of Employer contributions to the Plan, the
rights of affected Members to their Accounts under the Plan as of the
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<PAGE> 104
date of the termination or discontinuance shall be nonforfeitable.
The total amount in each Member's Accounts shall be distributed, as
the Committee shall direct, to him or for his benefit or continued in
trust for his benefit.
(b) Upon termination of the Plan, Deferred Cash Contributions, with
earnings thereon, shall only be distributed to Members if (i) neither
the Employer nor an Affiliated Employer establishes or maintains a
successor defined contribution plan, and (ii) payment is made to the
Members in the form of a lump sum distribution (as defined in Section
402(e)(4) of the Code, without regard to clauses (i) through (iv) of
subparagraph (A), subparagraph (B), or subparagraph (H) thereof).
For purposes of this paragraph, a "successor defined contribution
plan" is a defined contribution plan (other than an employee stock
ownership plan as defined in Section 4975(e)(7) of the Code ("ESOP")
or a simplified employee pension as defined in Section 408(k) of the
Code ("SEP")) which exists at the time the Plan is terminated or
within the 12 month period beginning on the date all assets are
distributed. However, in no event shall a defined contribution plan
be deemed a successor plan if fewer than two percent of the employees
who are eligible to participate in the Plan at the time of its
termination are or were eligible to participate under another defined
contribution plan of the Employer or an Affiliated Employer (other
than an ESOP or a SEP) at any time during the period beginning 12
months before and ending 12 months after the date of the Plan's
termination.
12.05 Distribution of Accounts Upon a Sale of Assets or a Sale of a Subsidiary
Upon the disposition by the Employer of at least 85% of the assets
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<PAGE> 105
(within the meaning of Section 409(d)(2) of the Code) used by the Em-
ployer in a trade or business or upon the disposition by the Employer
of its interest in a subsidiary (within the meaning of Section
409(d)(3) of the Code), Deferred Cash Contributions, with earnings
thereon, may be distributed to those Members who continue in
employment with the employer acquiring such assets or with the sold
subsidiary, provided that (a) the Employer maintains the Plan after
the disposition, (b) the buyer does not adopt the Plan or otherwise
become a participating employer in the Plan and does not accept
any transfer of assets or liabilities from the Plan to a plan it
maintains in a transaction subject to Section 414(l)(1) of the Code,
and (c) payment is made to the Member in the form of a lump sum
distribution (as defined in Section 402(e)(4) of the Code, without
regard to clauses (i) through (iv) of subparagraph (A), subparagraph
(B), or subparagraph (H) thereof).
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<PAGE> 106
ARTICLE 13. GENERAL PROVISIONS
-------------------------------
13.01 Nonalienation
Except as required by any applicable law, no benefit under the Plan
shall in any manner be anticipated, assigned or alienated, and any
attempt to do so shall be void. However, payment shall be made in
accordance with the provisions of any judgment, decree, or order
which:
(a) creates for, or assigns to, a spouse, former spouse, child or
other dependent of a Member the right to receive all or a portion of
the Member's benefits under the Plan for the purpose of providing
child support, alimony payments or marital property rights to that
spouse, child or dependent,
(b) is made pursuant to a State domestic relations law,
(c) does not require the Plan to provide any type of benefit, or any
option, not otherwise provided under the Plan, and
(d) otherwise meets the requirements of Section 206(d) of ERISA, as
amended, as a "qualified domestic relations order", as determined by
the Committee.
Any distribution due an alternate payee under a qualified domestic
relations order may be made as soon as practicable following the
earliest date specified in such order, or as otherwise permitted
under such order pursuant to an agreement between the Plan and the
alternate payee, provided, however, that if the amount of the
distribution exceeds $3,500, the alternate payee must consent to the
distribution.
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13.02 Conditions of Employment Not Affected by Plan
The establishment of the Plan shall not confer any legal rights upon
any Employee or other person for a continuation of employment, nor
shall it interfere with the rights of the Employer to discharge any
Employee and to treat him without regard to the effect which that
treatment might have upon him as a Member or potential Member of the
Plan.
13.03 Facility of Payment
If the Committee shall find that a Member or other person entitled to
a benefit is unable to care for his affairs because of illness or
accident or because he is a minor, the Committee may direct that any
benefit due him, unless claim shall have been made for the benefit by
a duly appointed legal representative, be paid to his spouse, a
child, a parent or other blood relative, or to a person with whom he
resides. Any payment so made shall be a complete discharge of the
liabilities of the Plan for that benefit.
13.04 Information
Each Member, Beneficiary or other person entitled to a benefit,
before any benefit shall be payable to him or on his account under
the Plan, shall file with the Committee the information that it shall
require to establish his rights and benefits under the Plan.
13.05 Top-Heavy Provisions
(a) The following definitions apply to the terms used in this
Section:
(i) "applicable determination date" means the last day of the
preceding Plan Year;
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<PAGE> 108
(ii) "top-heavy ratio" means the ratio of (A) the value of the
aggregate of the Accounts under the Plan for key employees to (B) the
value of the aggregate of the Accounts under the Plan for all key
employees and non-key employees;
(iii) "key employee" means an employee who is in a category of
employees determined in accordance with the provisions of Section
416(i)(1) and (5) of the Code and any regulations thereunder, and
where applicable, on the basis of the Employee's remuneration
(defined as set forth in Section 3.07(c)) from the Employer or an
Affiliated Employer;
(iv) "non-key employee" means any Employee who is not a key employee;
(v) "applicable Valuation Date" means the Valuation Date coincident
with or immediately preceding the last day of the preceding Plan
Year;
(vi) "required aggregation group" means any other qualified plan(s)
of the Employer or an Affiliated Employer in which there are members
who are key employees or which enable(s) the Plan to meet the
requirements of Section 401(a)(4) or 410 of the Code; and
(vii) "permissive aggregation group" means each plan in the required
aggregation group and any other qualified plan(s) of the Employer or
an Affiliated Employer in which all members are non-key employees, if
the resulting aggregation group continues to meet the requirements of
Sections 401(a)(4) and 410 of the Code.
(b) For purposes of this Section, the Plan shall be "top-heavy" with
respect to any Plan Year if as of the applicable determination date
the top-heavy ratio exceeds 60%. The top-heavy ratio shall be
determined as of the applicable Valuation Date in accordance with
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<PAGE> 109
Section 416(g)(3) and (4) of the Code and Article 5 of this Plan. For
purposes of determining whether the Plan is top-heavy, the account
balances under the Plan will be combined with the account balances or
the present value of accrued benefits under each other plan in the re-
quired aggregation group, and, in the Employer's discretion, may be com-
bined with the account balances or the present value of accrued benefits
under any other qualified plan in the permissive aggregation group.
Distributions made with respect to a Member under the Plan during the
five-year period ending on the applicable determination date shall be
taken into account for purposes of determining the top-heavy ratio;
distributions under plans that terminated within such five-year
period shall also be taken into account, if any such plan contained
key employees and therefore would have been part of the required
aggregation group.
(c) The following provisions shall be applicable to Members for any
Plan Year with respect to which the Plan is top-heavy:
(i) The minimum benefit required under Section 416(c)(1) of the Code
shall be provided to each Member (and each Employee eligible to
become a Member) who is a non-key employee under the Employer's
defined benefit plan.
(ii) With respect to any Plan Year for which the Plan is top-heavy,
remuneration taken into account under the Plan may not exceed the
first $200,000 of annual remuneration paid to an Employee for
services rendered to the Employer. In determining the remuneration
of a Member for purposes of this limitation, the rules of
Section 414(q)(6) of the Code shall apply, except that in applying
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<PAGE> 110
these rules, the term "family" shall include only the spouse of the
Member and any lineal descendants of the Member who have not attained
age 19 before the close of the year. For Plan Years commencing on or
after January 1, 1990, the $200,000 limitation shall be multiplied by
the Adjustment Factor.
13.06 Prevention of Escheat
If the Committee cannot ascertain the whereabouts of any person to
whom a payment is due under the Plan, the Committee may, no earlier
than five years from the date such payment is due, mail a notice of
such due and owing payment to the last known address of such person,
as shown on the records of the Committee or the Employer. If such
person has not made written claim therefor within three months of the
date of the mailing, the Committee may, if it so elects and upon
receiving advice from counsel to the Plan, direct that such payment
and all remaining payments otherwise due such person be canceled on
the records of the Plan and the amount thereof applied to reduce the
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<PAGE> 111
contributions of the Employer. Upon such cancellation, the Plan and
the trust shall have no further liability therefor except that, in
the event such person or his beneficiary later notifies the Committee
of his whereabouts and requests the payment or payments due to him
under the Plan, the amount so applied shall be paid to him in
accordance with the provisions of the Plan.
13.07 Written Elections
Any elections, notifications or designations made by a Member
pursuant to the provisions of the Plan shall be made in writing and
filed with the Committee in a time and manner determined by the
Committee under rules uniformly applicable to all employees similarly
situated. The Committee reserves the right to change from time to
time the time and manner for making notifications, elections or
designations by Members under the Plan if it determines after due
deliberation that such action is justified in that it improves the
administration of the Plan. In the event of a conflict between the
provisions for making an election, notification or designation set
forth in the Plan and such new administrative procedures, those new
administrative procedures shall prevail.
13.08 Construction
(a) The Plan shall be construed, regulated and administered under
ERISA and the laws of the State of New York, except where ERISA
controls.
(b) The masculine pronoun shall mean the feminine wherever
appropriate.
(c) The titles and headings of the Articles and Sections in this
Plan are for convenience only. In the case of ambiguity or
inconsistency, the text rather than the titles or headings shall
control.
<PAGE>
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<PAGE> 112
EXHIBIT 10.23
PROFIT SHARING RETIREMENT PLAN
OF
THE RAYMOND CORPORATION
PLAN A
Dated 01/01/76
Amended10/01/82
Amended12/31/83
Amended08/30/85
Revised12/16/85
Amended12/10/92
Revised07/23/93
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CONTENTS
PAGE
----
I. DEFINITIONS 1
II. ELIGIBILITY................................................ 3
III. EMPLOYER CONTRIBUTIONS..................................... 4
IV. ALLOCATION OF EMPLOYER CONTRIBUTIONS AMONG
PARTICIPANTS............................................... 4
V. MAINTENANCE OF PARTICIPANTS' ACCOUNTS...................... 7
VI. NON-FORFEITABLE INTEREST................................... 8
VII. RETIREMENT DATE............................................ 9
VIII.DISTRIBUTION OF BENEFITS................................... 9
IX. ALIENATION PROHIBITED...................................... 10
X. ADMINISTRATIVE COMMITTEE AND ADMINISTRATION................ 10
XI. AMENDMENT AND TERMINATION.................................. 12
XII. MISCELLANEOUS.............................................. 13
XIII.TOP HEAVY RULES............................................ 14
XIV. DISTRIBUTIONS AFTER DECEMBER 31, 1992...................... 17
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<PAGE> 114
SECTION I - DEFINITIONS
The following words and terms as used in this Plan shall have the
meaning set forth below, unless a different meaning is clearly re-
quired by the context. The masculine pronoun, wherever used, shall
include the feminine where applicable, and the singular shall include
the plural:
1.1 "Board" or "Board of Directors" means the Board of Directors of
the Employer.
1.2 "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
1.3 "Earnings" means the total compensation paid or accrued to a
Participant by the Employer for services rendered during the
subject year, exclusive of discretionary bonuses and any
distribution under this plan. Compensation shall include any
amount which is contributed by the Employer pursuant to a
salary reduction agreement and which is not included in the
gross income of the Participant under the sections 125, 402(a)(8),
402(h) or 403(b) of the Code. In addition, Earnings taken into
account under the Plan shall not exceed $200,000, as adjusted for
a plan year under section 401(a)(17) of the Code.
1.4 "Effective Date" means the date which the Board of Directors
has specified in its vote authorizing adoption of this Plan.
1.5 "Employee" means any employee of the Employer who is paid on
the weekly salaried rate basis (subject to overtime
compensation), but excluding any person classified as a "Leased
Employee" and any person who is included in a unit of employees
covered by a collective bargaining agreement.
1.6 "Employer" means The Raymond Corporation of Greene, New york.
1.7 "Fund" means all cash, securities, and other property held by
the Trustees under the Trust Agreement.
1.8 "Fund's Net Gains or Losses" means the results of the Fund for
the year under consideration as measured by the Fund's income,
expenses, and unrealized capital appreciation or depreciation.
1.9 "Leased Employee" means any person as so defined in section
414(n) of the Code.
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1.10 "Leave of Absence" means an absence on leave granted in writing
by and at the convenience of the Employer, either prior to,
during, or after the taking thereof; or an absence on Military
Service. Leave of Absence shall not include any layoff.
The rules governing the granting of such Leave of Absence shall
be uniformly and consistently applied to all Employees under
similar circumstances.
1.11 "Military Service" means only service on active duty in the
Armed Forces of the United States during the period of first
enlistment, if voluntary, and during the period of enforced
service, if involuntary, under laws enacted by the Congress of
the United States.
1.12 "Participant" means an Employee who has qualified under the
Plan, as provided in Section II, and whose employment with the
Employer has not terminated.
1.13 "Plan" means The Profit Sharing Retirement Plan For Weekly
Salaried Employees of The Raymond Corporation as set forth
herein, or as from time to time amended.
1.14 "Plan Year" means the calendar year.
1.15 "Service" means all uninterrupted employment with the Employer
subsequent to the date of incorporation except as set forth in
this paragraph. Service of an Employee is interrupted by his
death or retirement or by absence of the Employee due to his:
a) Voluntarily quitting the service; or
b) Discharge or termination of employment; or
c) Suspension which continues for more than two months; or
d) Temporary disability or illness which continues for more
than one year; or
e) Layoff which continues for more than one year.
Service is not interrupted or reduced by:
a) Absence of the character of, and for periods less than
these stated in the preceding clauses (c), (d) and (e), as
the case may be; or
b) Vacations granted by the Employer; or
c) Leaves of Absence; provided, however, that after any such
absence on Military Service, the Employee shall have
reported for work within the time prescribed by applicable
law after final release or discharge from active duty.
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<PAGE> 116
d) "Parental Leave", meaning a period in which the Employee is
absent from work because of the pregnancy of the Employee,
the birth of a child of the Employee, or the placement of a
child with the Employee in connection with the adoption of
that child by the Employee, or for purposes of caring for
that child for a period beginning immediately following
such birth or placement. Such period is not to extend
beyond 501 hours of the Employee's regularly scheduled work
hours, had the Parental Leave not been exercised.
1.16 "Trust Agreement" means the Agreement by and between the
Employer and the Trustees dated September 19, 1986 and which is
hereby made a part of the Plan.
1.17 "Trustees" means such individuals as shall have entered into
the Trust Agreement with the Employer.
1.18 "Valuation Date" means the date on which the Fund assets shall
be evaluated.
SECTION II - ELIGIBILITY FOR PARTICIPATION
2.1 Any Employee who on December 31, 1991 had not retired from
employment with the Employer and who was a Participant in the
Plan as in effect on December 31, 1991 shall be continued as a
Participant under this Plan.
2.2 Any Employee not covered by Section 2.1 shall become a
Participant on his date of hire.
2.3 Notwithstanding the foregoing, no Employee shall become
eligible to participate while on a Leave of Absence.
2.4 Any Participant, who terminates employment and who is
subsequently rehired, shall again become a Participant as of
the date of his re-hire.
2.5 Any individual who transfers into covered employment such that
he becomes an Employee, shall become a Participant on the date
of transfer.
2.6 A Participant who transfers out of covered employment such that
he is no longer an Employee shall cease his participation on
the date of transfer.
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SECTION III - EMPLOYER CONTRIBUTIONS
3.1 The amount of the Employer contribution each year shall be
voted by the Board of Directors on or before the last day of
each fiscal year; provided, however, such contribution shall
not be more than 15% of the total compensation (including
bonuses and the like, but excluding contributions under this
Plan) paid or accrued during the year to all eligible Employees
participating in the Plan, plus the maximum amount deductible
under the carry-over provisions of the Internal Revenue Code
relating to contributions in previous years of less than the
maximum amount permissible. Such amount shall be contributed
out of net profits, as such net profits are determined in the
accordance with acceptable accounting practices and before any
provisions for federal and state income taxes, if any, and any
contributions under this Plan.
3.2 Each Employer contribution shall be allocated among
Participants, as provided in Section IV, and shall be paid to
the Trustees to be held, managed, and disposed of by them in
accordance with the terms of the Trust Agreement.
3.3 Payment of the Employer's contribution to the Trustees shall be
made within the time limit established by the Internal Revenue
Service.
SECTION IV - ALLOCATION OF EMPLOYER CONTRIBUTIONS AMONG PARTICIPANTS
4.1 The Employer shall certify to the Trustees, as of the last day
of the Employer's fiscal year, (which is the same as the Plan
Year), the name and Earnings of each Participant; and at the
time the name of a Participant is first certified, the Employer
shall also certify his sex, date of birth, and the date that he
became a Participant.
4.2 Each Participant who is on the payroll of the Employer as of
December 1 of a Plan Year is eligible to share in the
allocation of the Employer contributions in Section 4.3.
4.3 Each Employer contribution made as of the last day of the
Employer's fiscal year shall be allocated among Employees who
are then Participants. Such allocation shall be made on the
basis of each Participant's total Earnings, as defined in the
Plan, in accordance with the following formula.
Each shall be allocated that portion of the
Employer contribution which bears the same
relationship to the total Employer contribution
as his Earnings bears to the total Earnings of
all Participants.
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<PAGE> 117
A Participant who is on a Leave of Absence or
Layoff shall be entitled to an allocation on the
basis of his Earnings as provided in the above
formula. A former Participant who transferred
out of the plan shall be entitled to an
allocation in the year of transfer on the basis
of his Earnings while a Participant. A
Participant who retires under Section VII during
the last calendar quarter of a Plan Year shall be
entitled to an allocation on the basis of his
Earnings.
4.4 Limitations on Annual Additions
-------------------------------
a) Limitations
-----------
If a Participant under this Plan is not also a Participant
in any defined benefit plan to which the Employer
contributes, then the total Annual Additions to such
Participant's account in any Plan Year beginning after
December 31, 1975, for all defined contribution plans
maintained by the Employer, in the aggregate, shall not
exceed the lesser of: (a) 25% of the Participant's
Compensation in such Plan Year, or (b) $30,000 (or such
higher amount to which said $30,000 may be adjusted,
pursuant to Code section 415(c).
For this purpose "Annual Additions" means the Participant's
share of the Employer contributions.
For purposes of this Section, "Compensation" means the
Participant's wages, salaries, fees and other amounts paid
for personal services actually rendered in the course of
employment, including (by way of example and not
limitation), commission, tips, bonus, overtime pay and
earnings as a percentage of profits, but excluding: (1)
contributions to other qualified plans, deferred
compensation plans and simplified employee pensions; (2)
distributions from deferred compensation plans and
qualified plans; (3) amounts realized from the exercise of
a non-qualified stock option or sale or disposition of
stock under a qualified stock option or when restricted
stock (or property) held by an Employee either becomes
freely transferrable or is no longer subject to a
substantial risk of forfeiture; and (4) other amounts which
receive special tax benefits such as premiums for group-
term life insurance (only if not included in gross income
of the Participant) and contributions toward the purchase
of an annuity contract (whether or not contributions are
includible in gross income of the Participant.)
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<PAGE> 119
b) Other Plans
-----------
If a Participant under this Plan is also a Participant
under any defined benefit plan to which the Employer
contributes, then for any Plan Year, the sum of such
Participant's defined benefit plan fraction in such Plan
Year and such Participant's defined contribution plan
fraction in the same Plan Year shall not exceed 1.0. If
the sum of the said fractions is in excess of 1.0, then the
Participant's benefits under the defined benefit plan shall
be reduced by an amount sufficient to eliminate the excess.
For the purposes of this Section "defined contribution
plan" means any plan which provides for an individual
account for each Participant and for benefits based solely
on the amount contributed to the Participant's account, and
any income, expenses, gains and losses thereto and any
forfeitures of accounts of other Participants which may be
allocated to such Participant's account. A "defined
benefit plan" means any Plan which is not a defined
contribution plan. The "defined benefit plan fraction" and
the "defined contribution plan fraction" for any Plan Year
shall be calculated as follows:
1) The numerator of the first fraction is the projected
annual benefit of the participant under this Plan, and
the denominator is the lesser of (i) the product of
1.25, multiplied by the dollar limitation in effect
under Code section 415(b) for the limitation year, or
(ii) the product of 1.4, multiplied by 100% of the
Participant's average compensation during the three
consecutive years of his service as an Employee for
which he had the greatest aggregate compensation from
the Employer.
2) The numerator of the second fraction is the sum of the
Annual Additions to such Participant's account under
the defined contribution plan maintained by the
Employer in such limitation year and for all prior
limitation years, and the denominator is the sum of the
lesser of the following amounts determined under the
defined contribution plan maintained by the Employer
which could have been made under that plan for such
limitation year and for all prior Plan Years if such
plan has been in effect for each such limitation year:
(i) the product of 1.25, multiplied by $30,000 (or such
greater amount as may be applicable under section
415(c) of the Code), or (ii) the product of 1.4,
multiplied by 25% of the Participant's Compensation for
the limitation year.
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SECTION V - MAINTENANCE OF PARTICIPANTS' ACCOUNTS
5.1 The Trustees shall create and maintain an account for each
Participant, which account shall be evaluated on each Valuation
Date. Normally, the Valuation Date shall be the last day of
each calendar quarter; however, the Trustees may, upon the
occasion of a death, retirement, or other termination of
employment subsequent to an extreme fluctuation in the value of
the Fund due to market conditions, cause the accounts to be
evaluated, provided such evaluation does not result in any
discrimination among Employees.
A Participant's Account shall be credited with that portion of
the Employer contribution allocated to the Participant and a
proportionate share of the Fund's Net Gains or Losses.
5.2 The Trust Fund will be divided into three Investment Funds:
a) A Bond Fund, invested principally in corporate, municipal,
or United Stated Government Bonds, debentures, notes,
certificates or other similar evidences of indebtedness;
b) A Common Stock Fund, invested principally in stocks of
corporations, including the Employer's common stock; and
c) A Money Market Fund, invested principally in U.S. Treasury
Bills, Commercial Paper Bank Certificate of Deposits,
Banker Acceptance, or other similar short term
indebtedness.
The Trustee's investment powers with respect to each Investment
Fund are more fully set forth in the Trust Agreement. Each
Participant in the Plan as of January 1, 1992 shall have set up
in his Account the amount of money, securities, etc., which
were held in the accounts under the Plan as of December 31,
1991. Thereafter, in accordance with the following provisions
the Participant can change his investment elections as
follows:
a) A Participant may change his investment election no more
than once every Plan calendar quarter by giving at least 30
days prior written notice to the Administrative Committee,
who in turn shall advise the Trustee of such election.
b) The changed investment election shall become effective as
of the first day of the Plan calendar quarter beginning
after the expiration of the notice period.
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<PAGE> 121
c) A Participant may transfer all or any fraction of the value
of his Account in any one of the designated investment
accounts, in multiples of 25%. If a Participant has all
his investments in any one fund, he may transfer up to 50%
of the value to another fund.
d) The requested transfer will be effected by the Trustee as
of the first day of the next calendar quarter subsequent to
the receipt of the request, provided that such request is
received 30 days prior to such first day of the subsequent
calendar quarter.
Each Participant shall have an interest in the Investment Fund
in which he has elected to have any part of his allotment held
and invested. His interest at any time shall be equal to the
sum of his allotments of the Company contribution that have
been credited to his account in the Fund, adjusted from time to
time to reflect his proportionate share of the income and
losses realized by such Fund and of the net appreciation or
depreciation in the value of such Fund. The Trustee shall
maintain accounts to reflect the interest of each Participant
in each Investment Fund at any one time. On each Valuation
Date, the Trustee shall ascertain the value of the interests of
Participants therein. The determinations of the Trustee shall
be conclusive and the Trustee shall not incur any liability for
any determination required by the Plan and made in good faith.
5.3 The proportionate share of the Fund's Net Gains or Losses to be
credited on each Valuation Date, as provided in Section 5.1,
shall be computed by multiplying the following amounts with
respect to each Participant's account:
a) Participant's Account - The amount credited on the
preceding Valuation Date, including any Employer
contribution credited on such date.
by the ratio that
b) The market value, as determined by the Trustees, of the
assets of the Fund on the current Valuation Date, exclusive
of the value of any Employer contribution made on such
Valuation Date, less the aggregate amount credited to the
Participants' Accounts, as such accounts defined in (a) of
this Section bears to,
c) The aggregate amount credited to the Participants'
Accounts, such accounts are defined in (a) and (b) of this
Section.
SECTION VI - NON-FORFEITABLE INTEREST
6.1 Upon death, retirement in accordance with the provisions of
Section VII, termination of employment, or discontinuance of
contributions under the Plan by the Employer, the full amount
credited to the Participant in his Participation Account shall
become fully vested and non-forfeitable.
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SECTION VII - RETIREMENT DATE
7.1 Normal Retirement - The normal retirement date of each
Participant shall be the first day of the month coinciding
with or next following the Participant's 65th birthday.
7.2 Total and Permanent Disability Retirement - A Participant who
is totally and permanently disabled may retire on the first
day of any month subsequent to the expiration of six months
from the date of disability. Such disability shall be
established by the certification to the Employer that the
Participant by reason of mental or physical disability is
incapable of securing gainful employment. Such certification
shall be by (1) a physician selected by the Participant and
approved by the Employer or (2) by three physicians, one
selected by the Participant, one by the Employer and the third
by two physicians selected by the Participant and the
Employer. Expenses incurred in obtaining this certification
shall be absorbed, one-half by the Participant, and one-half by
the Employer.
7.3 Deferred Retirement - A Participant may continue in the service
of the Employer beyond his normal retirement date. During
such continued employment, a Participant shall remain an
active Participant until his actual retirement.
SECTION VIII - DISTRIBUTION OF BENEFITS
8.1 Distribution of the vested interest of a Participant shall
commence when he breaks his Service as defined in Section 1.15.
8.2 Distribution of the vested interest of a Participant shall be
in a lump sum, except as may be required under the provisions
of Section 9.1 or Section XIV.
8.3 a) A Participant's distribution shall begin not later than the
60th day following the end of the Plan Year in which occurs
the latest of
(i) the Participant's 65 birthday,
(ii)the tenth anniversary of the date on which he became a
Participant, or
(iii)the date he terminates service with the Employer.
b) In no event shall the provision of paragraph (a) above
operate so as to allow the Participant's distribution to
begin later than:
(i) the April 1 following the calendar year in which the
Participant's attains age 70 1/2, or
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(ii)in the case of a Participant who does not own either
(A) more than five percent of the outstanding stock of
the Employer, or (B) stock possessing more than five
percent of the total combined voting power of all stock
of the Employer, the April 1 following the calendar
year in which he retires as provided in Section VII."
8.4 Distribution of vested interest upon the death of the
Participant while still in the service of the Employer, or
before the lump sum value of his vested interests has been paid
to him upon retirement, shall be distributed as a lump sum
payment to his surviving spouse, if applicable. If there is no
spouse the distribution may be made to beneficiary if the
Participant has filed with the Administrative Committee a form
designating a beneficiary. If no beneficiary has been
designated, the distribution shall be made to his estate.
8.5 Anything to the contrary notwithstanding, any distribution from
the Plan shall be made in accordance with section 401(a)(9) of
the Code and the regulations thereunder.
SECTION IX - ALIENATION PROHIBITED
9.1 To the extent permitted by law, none of the benefits or
payments or proceeds of any contract arising out of or by
virtue of this Plan shall be subject to any claim or any legal
process by a creditor of a Participant or of any beneficiary,
and neither the Participant nor any beneficiary shall have the
right to anticipate, alienate, encumber or assign any of the
benefits, payments, proceeds, or avails arising out of the
Plan, other than pursuant to a "Qualified Domestic Relations
Order" pursuant to section 414(p) of the Code.
SECTION X - ADMINISTRATIVE COMMITTEE AND ADMINISTRATION
10.1 The general administration of the Plan and the responsibility
for carrying out the provisions of the Plan shall be placed in
an Administrative Committee of not less than three persons
appointed from time to time by the Board of Directors. Any
member of the Administrative Committee may resign by delivering
his written resignation to the Board of Directors and the
Secretary of the Administrative Committee.
10.2 The members of the Administrative Committee shall elect a
Chairman from their number and a Secretary who may be but need
not to be one of the members of the Administrative Committee;
may appoint from their number such committees with such powers
as they shall determine; may authorize one or more of their
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<PAGE> 124
number or any agent to execute or deliver any instrument or make
any payment on their behalf; may retain counsel, employ agents
to provide such clerical, accounting, actuarial and consulting
services as they may require in carrying out the provisions of
the Plan; may allocate among themselves or delegate to other
persons all or such portion of their duties hereunder, other
than those granted to the Trustee under the Trust instrument
adopted for use in implementing the Plan, as they, in their
sole discretion shall decide.
10.3 The Administrative Committee shall hold meetings upon such
notice, at such place or places, and at such time or times as
it may from time to time determine.
10.4 The Administrative Committee shall determine any question
arising in connection with the interpretation, application or
administration of the Plan (including any question of fact
relating to age, service, compensation and eligibility of
Employees), and its decisions or actions in respect thereof
shall be conclusive and binding on all persons and parties.
All resolutions or actions taken by the Administrative
Committee shall be by affirmative vote or action of not less
than two members of the Administrative Committee.
10.5 Any act which the Plan authorizes or requires the
Administrative Committee to do may be done by a majority of its
members. The action of such majority expressed from time to
time by a vote at a meeting or in writing without a meeting
shall constitute the action of the Administrative Committee and
shall have the same effect for all purposes as if assented to
by all members of the Administrative Committee at the time of
office.
10.6 No member of the Administrative Committee shall receive any
compensation from the Plan for his services as such.
10.7 The Employer shall furnish the Administrative Committee with
such information as may be reasonably necessary to enable the
Administrative Committee to perform its duties hereunder, and
such information, to the extent taken from the records of the
Employer shall be controlling upon the Administrative Committee
and all other persons and parties in interest unless the
Employer shall otherwise agree.
10.8 The Employer shall indemnify and save harmless any
Administrative Committee member of the Board against all
claims, loss, damages, liability, costs and expenses arising
out of any act done or omitted (whether by him, the
Administrative Committee or any other Administrative Committee
member), unless due to his gross negligence or willful
misconduct.
10.9 Any person who thinks that he is entitled to a benefit under
the Plan shall have the right to file with the Administrative
Committee a written notice of claim for such benefit.
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<PAGE> 125
Within 60 days after its receipt of such written notice of
claim, the Administrative Committee shall either grant or deny
such Claim provided, however, that any delay on the part of the
Administrative Committee in arriving at a decision shall not
adversely affect benefits payable under a granted claim. A
decrease in the value of a Participant's Account due to market
value depreciation during the processing of a claim shall not
be deemed to be an adverse effect attributable to
Administrative Committee delay. The Administrative Committee
shall provide to each claimant:
a) The specific reasons for such denial;
b) Specific reference to the pertinent Plan provisions of
which the denial is based;
c) A description of any additional material or information
necessary for the claimant to perfect the claim and an
explanation of why such material or information is
necessary;
d) An explanation of the Plan's claim review procedure.
10.10 The members of the Administrative Committee shall use that
degree of care, skill, prudence and diligence that a prudent
man acting in a like capacity and familiar with such matters
would use in his conduct of a similar situation.
SECTION XI - AMENDMENT AND TERMINATION
11.1 The provisions of this Plan may be amended at any time and from
time to time by the Employer; provided, however, that no
amendment:
a) Shall cause or permit any part of the Fund to revert to or
become the property of the Employer or to be diverted to
purposes other than for the exclusive benefit of
Participants and their beneficiaries hereunder;
b) Shall increase the duties or liabilities of the Trustees
without their written consent.
11.2 The Employer has established the Plan with the bona fide
intention and expectation that it will be able to make its
contributions indefinitely, but the Employer is not and shall
not be under any obligation or liability whatsoever to continue
its contributions or maintain the Plan for any given length of
time and may, at its sole and absolute discretion, discontinue
such contributions or terminate the Plan at any time without
any liability whatsoever for such discontinuance or
termination.
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<PAGE> 126
11.3 Upon termination of the Plan and Trust by formal written
notice, or in actual operation, after payment of all expenses
and proportional adjustments of accounts to reflect such
expenses and Fund losses or profits, each Participant; each
former Participant, and each beneficiary of a deceased
Participant shall be entitled to receive any amount then
credited to his account in the Trust Fund. The Trustees may
make payments of such amounts in cash or in assets of the Trust
Fund.
11.4 The Plan may not be merged or consolidated with nor may its
assets or liabilities be transferred, except as provided in
Section 5.2, to any other Plan unless each Participant, spouse,
retired Participant, or beneficiary under the Plan would, if
the resulting Plan were then terminated, receive a benefit
immediately after the merge, consolidation, or transfer which
is equal to or greater than the benefit he would have been
entitled to receive immediately before the merger,
consolidation, or transfer, if the Plan had been terminated.
SECTION XII - MISCELLANEOUS
12.1 The adoption and maintenance of the Plan and Trust shall not be
deemed to be a contract between the Employer and any Employee.
Nothing herein contained shall be deemed to give to any
Employee the right to be retained in the employ of the Employer
or to interfere with the right of the Employer to discharge any
Employee at any time; nor shall it be deemed to give the
Employer the right to require any Employee to remain in its
employ; nor shall it interfere with the Employee's right to
terminate his employment at any time.
12.2 All benefits payable under the Plan shall be paid or provided
for solely from the Trust and the Employer assumes no liability
or responsibility therefore.
12.3 If a Participant is reassigned by the Employer so that he
becomes eligible to participate in another defined contribution
plan of the Employer, such reassignment or transfer shall make
him a Participant immediately in the Plan covering his new
position.
12.4 Irrespective of anything contained in this instrument as
executed or as hereafter amended, it shall be impossible for
any part of the Fund to revert to the Employer or to be used
for or diverted to purposes other than for the exclusive
benefit of Participants, former Participants, andbeneficiaries,
either by operation of the Plan and Trust, by power or
revocation or amendment, by collateral agreement, or by any
other means.
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<PAGE> 127
12.5 Each Participant shall designate, in writing, a beneficiary to
receive any benefits payable under the Plan upon the
Participant's death, such designation to be filed with the
Trustees. A Participant may change his beneficiary from time
to time by written notice to the Trustees. The Participant's
non-forfeitable accrued benefit is payable upon the
Participant's death, to his surviving spouse (or a designated
beneficiary if his spouse consents in writing which is
notarized or witnessed by a Plan representative).
12.6 In the absence of a valid designation of a beneficiary as
provided in this Section, any benefits payable upon the
Participant's death shall be payable to the estate of the
Participant.
12.7 In all situations where the Trustees of the Plan are given
discretionary powers, these powers shall be uniformly and
consistently applied in similar circumstances and any action
taken by the Trustees shall not result in discrimination among
Participants.
12.8 The provisions of the Plan shall be interpreted in accordance
with federal laws and regulation and, except to the extent
preempted by federal law, in accordance with the laws of the
State of New York.
SECTION XIII - TOP HEAVY RULES
13.1 Top-Heavy Plan Definitions
--------------------------
a) Key Employee means any employee or former employee (and the
beneficiaries of such Employee) who is described in section
416(i)(l) of the Code or the regulations thereunder.
b) Top-heavy plan means for any Plan Year beginning after
December 31, 1983, this Plan is top-heavy if this Plan is a
part of a Required Aggregation Group and the Top-Heavy
Ratio for the Permissive Aggregation Group exceeds 60%.
c) Top-Heavy Ratio:
1) If the Employer maintains one or more defined
contribution plans (including any Simplified Employee
Pension Plan) and the Corporation maintains or has
maintained one or more defined benefit plans which have
covered or could cover a Participant in this Plan, the
Top-Heavy Ratio is a fraction, the numerator of which
is the sum of account balances under the defined
contribution plans for all Key Employees and the
present value of accrued benefits under the defined
benefit plans for all Key Employees, and the
<PAGE>
<PAGE> 128
denominator of which is the sum of the account balances
under the defined contribution plans for all
Participants and the present value of accrued benefits
under the defined benefit plans for all Participants.
Both the numerator and denominator of the Top-Heavy
Ratio are adjusted for any distribution of an account
balance or an accrued benefit made in the five-year
period ending on the Determination Date and any
contribution due but unpaid as of the Determination
Date.
2) For purposes of (1) above, the value of account
balances and the present value of accrued benefits will
be determined as of the most recent Valuation Date that
falls within or ends with the 12-month period ending on
the Determination Date. The account balances and
accrued benefits of a Participant who is not a Key
Employee but who was a Key Employee in a prior year
will be disregarded. The calculation of the Top-Heavy
Ratio and the extent to which distributions, rollovers,
and transfers are taken into account will be made in
accordance with section 416 of the Code and the
regulations thereunder. Deductible employee
contributions will not be taken in account for purposes
of computing the Top Heavy Ratio. When aggregating
plans the value of account balances and accrued
benefits will be calculated with reference to the
Determination Dates that fall within the same calendar
year. Effective for Plan years beginning after
December 31, 1984, the value of the account balance of
any individual who has not received any Compensation
during the five-year period ending on the Determination
Date will not be taken into account for purposes of
computing the Top-Heavy Ratio.
d) Permissive Aggregation Group means the required aggregation
group of plans plus any other plan or plans of the Employer
which, when considered as a group with the Required
Aggregation Group, would continue to satisfy the
requirements of sections 401(a)(4) and 410 of the Code.
e) Required Aggregation Group: (1) each qualified plan of the
Employer in which at least one Key Employee participates,
and (2) any other qualified plan of the Employer which
enables a plan described in (1) to meet the requirements of
sections 401(a)(4) and 410 of the Code.
f) Determination Date means, for any Plan Year subsequent to
the first Plan Year, the last day of the preceding Plan
Year. For the first Plan Year of the Plan, the last day of
that year.
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<PAGE> 129
g) Valuation Date means the date elected by the Employer as of
which account balances or accrued benefits are valued for
purposes of calculating the Top-Heavy Ratio. Unless
another date is elected, the Valuation Date shall be the
first day of the Plan Year.
13.2 Minimum Allocation Rules
------------------------
a) Except as otherwise provided in (c) and (d) below, the
Employer contributions and forfeitures allocated on behalf
of any participant who is not a Key Employee shall not be
less than the lesser of 3% of such Participant's
Compensation or in the case where the Employer has no
defined benefit plan which designates this Plan to satisfy
section 401 of the Code, the largest percentage of Employer
contributions and forfeitures, as a percentage of the first
$200,000 of the Key Employee's Compensation, allocated on
behalf of any Key Employee for that year. The minimum
allocation is determined without regard to any Social
Security contribution; however, effective for Plan Years
beginning after December 1, 1984, and before January 1,
1989, amounts contributed pursuant to a salary reduction
arrangement shall be taken into account for purposes of
such salary reduction arrangement shall be taken into
account for purposes of such minimum allocation. This
minimum allocation shall be made even though, under other
plan provisions, the Participant would not otherwise be
entitled to receive an allocation, or would have received a
lesser allocation for the year because of (i) the
Participant's failure to complete 1,000 hours of service
(or any equivalent provided in the Plan), or (ii) the
Participant's failure to make mandatory employee
contributions to the Plan, or (iii) the Participant's
having Compensation less than a stated amount.
b) For purposes of computing the minimum allocation,
Compensation will mean Earnings as defined in this Plan.
c) The provision in (a) above shall not apply to any
Participant who was not employed by the Employer on the
last day of the Plan Year.
d) The provision in (a) above shall not apply to any
Participant to the extent the Participant is covered under
any other plan or plans of the Employer and the minimum
allocation or benefit requirement applicable to top-heavy
plans will be met in the other plan or plans.
13.3 Nonforfeitability
-----------------
The minimum allocation required (to the extent required to be
nonforfeitable under section 416(B) of the Code) may not be
forfeited under sections 411(a)(3)(B) or (D) of the Code.
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<PAGE> 130
SECTION XIV - DISTRIBUTIONS AFTER DECEMBER 31, 1992
14.1 This Section applies to distributions made on or after January
1, 1993. Notwithstanding any provision of the plan to the
contrary that would otherwise limit a distributee's election
under this section, a distributee may elect, at the time and in
the manner prescribed by the plan administrator, to have any
portion of an eligible rollover distribution paid directly to
an eligible retirement plan specified by the distributee in a
direct rollover.
14.2 Definitions
a) Eligible rollover distribution: An eligible rollover
distribution is any distribution of all or any portion of
the balance to the credit of the distributee, except that
an eligible rollover distribution does not include any
distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made
for the life (or life expectancy) of the distributee or the
joint lives (or joint life expectancies) of the distributee
and the distributee's designated beneficiary, or for a
specified period of ten years or more; any distribution to
the extent such distribution is required under section
401(a)(9) of the Code; and the portion of any distribution
that is not includible in gross income (determined without
regard to the exclusion for net unrealized appreciation
with respect to employer securities).
b) Eligible retirement plan: An eligible retirement plan is
an individual retirement account described in section
408(a) of the Code, an individual retirement annuity
described in section 408(b) of the Code, an annuity plan
described in section 403(a) of the Code, or a qualified
trust described in section 401(a) of the Code, that accepts
the distributee's eligible rollover distribution. However,
in the case of an eligible rollover distribution to the
surviving spouse, an eligible retirement plan is an
individual retirement account or individual retirement
annuity.
c) Distributee: A distributee includes an employee or former
employee. In addition, the employee's or former employee's
surviving spouse and the employee's or former employee's
spouse or former spouse who is the alternate payee under a
qualified domestic relations order, as defined in section
414(p) of the Code, are distributees with regard to the
interest of the spouse or former spouse.
<PAGE>
<PAGE> 131
d) Direct rollover: A direct rollover is a payment by the
plan to the eligible retirement plan specified by the
distributee.
IN WITNESS WHEREOF, the Company has caused these present to be
executed by its duly authorized Officer.
Dated: August 4, 1993 By: Ross Colquhoun
-------------------- ---------------------------
Ross Colquhoun
President and CEO
Attest: Paul J. Sternberg
----------------------
<PAGE>
<PAGE>
<PAGE> 132
EXHIBIT 10.24
PROFIT SHARING RETIREMENT PLAN
FOR SALARIED EMPLOYEES
OF
THE RAYMOND CORPORATION
PLAN B
Dated 01/01/76
Amended10/01/82
Amended12/31/82
Amended08/30/85
Revised12/16/85
Amended12/10/92
Revised07/23/93
<PAGE>
<PAGE> 133
CONTENTS
PAGE
----
I. DEFINITIONS................................................ 1
II. ELIGIBILITY................................................ 3
III. EMPLOYER CONTRIBUTIONS..................................... 4
IV. ALLOCATION OF EMPLOYER CONTRIBUTIONS AMONG
PARTICIPANTS............................................... 4
V. MAINTENANCE OF PARTICIPANTS' ACCOUNTS...................... 6
VI. NON-FORFEITABLE INTEREST................................... 8
VII. RETIREMENT DATE............................................ 8
VIII.DISTRIBUTION OF BENEFITS................................... 9
IX. ALIENATION PROHIBITED...................................... 10
X. ADMINISTRATIVE COMMITTEE AND ADMINISTRATION................ 10
XI. AMENDMENT AND TERMINATION.................................. 12
XII. MISCELLANEOUS.............................................. 13
XIII.TOP HEAVY RULES............................................ 14
XIV. DISTRIBUTIONS AFTER DECEMBER 31, 1992 ..................... 16
<PAGE>
<PAGE> 134
SECTION I - DEFINITIONS
The following words and terms as used in this Plan shall have the
meaning set forth below, unless a different meaning is clearly re-
quired by the context. The masculine pronoun, wherever used, shall
include the feminine where applicable, and the singular shall include
the plural:
1.1 "Board" or "Board of Directors" means the Board of Directors of
the Employer.
1.2 "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
1.3 "Earnings" means the total compensation paid or accrued to a
Participant by the Employer for services rendered during the
subject year, exclusive of discretionary bonuses and any
distribution under this plan. Compensation shall include any
amount which is contributed by the Employer pursuant to a salary
reduction agreement and which is not included in the gross
income of the Participant under the sections 125, 402(a)(8),
402(h) or 403(b) of the Code. In addition, Earnings taken
into account under the Plan shall not exceed $200,000, as
adjusted for a plan year under section 401(a)(17) of the Code.
1.4 "Effective Date" means the date which the Board of Directors has
specified in its vote authorizing adoption of this Plan.
1.5 "Employee" means any "Exempt" employee of the Employer, but
excluding any person classified as a "Leased Employee" and any
person who is included in a unit of employees covered by a
collective bargaining agreement.
1.6 "Employer" means The Raymond Corporation of Greene, New york.
1.7 "Fund" means all cash, securities, and other property held by
the Trustees under the Trust Agreement.
1.8 "Fund's Net Gains or Losses" means the results of the Fund for
the year under consideration as measured by the Fund's income,
expenses, and unrealized capital appreciation or depreciation.
1.9 "Leased Employee" means any person as so defined in section
414(n) of the Code.
<PAGE>
<PAGE> 135
1.10 "Leave of Absence" means an absence on leave granted in writing
by and at the convenience of the Employer, either prior to,
during, or after the taking thereof; or an absence on Military
Service. Leave of Absence shall not include any layoff.
The rules governing the granting of such Leave of Absence shall
be uniformly and consistently applied to all Employees under
similar circumstances.
1.11 "Military Service" means only service on active duty in the
Armed Forces of the United States during the period of first
enlistment, if voluntary, and during the period of enforced
service, if involuntary, under laws enacted by the Congress of
the United States.
1.12 "Participant" means an Employee who has qualified under the
Plan, as provided in Section II, and whose employment with the
Employer has not terminated.
1.13 "Plan" means The Profit Sharing Retirement Plan For Weekly
Salaried Employees of The Raymond Corporation as set forth
herein, or as from time to time amended.
1.14 "Plan Year" means the calendar year.
1.15 "Service" means all uninterrupted employment with the Employer
subsequent to the date of incorporation except as set forth in
this paragraph. Service of an Employee is interrupted by his
death or retirement or by absence of the Employee due to his:
a) Voluntarily quitting the service; or
b) Discharge or termination of employment; or
c) Suspension which continues for more than two months; or
d) Temporary disability or illness which continues for more than
one year; or
e) Layoff which continues for more than one year.
Service is not interrupted or reduced by:
a) Absence of the character of, and for periods less than these
stated in the preceding clauses (c), (d) and (e), as the case
may be; or
b) Vacations granted by the Employer; or
c) Leaves of Absence; provided, however, that after any such
absence on Military Service, the Employee shall have reported
for work within the time prescribed by applicable law after
final release or discharge from active duty.
<PAGE>
<PAGE> 136
d) "Parental Leave", meaning a period in which the Employee is
absent from work because of the pregnancy of the Employee,
the birth of a child of the Employee, or the placement of a
child with the Employee in connection with the adoption of
that child by the Employee, or for purposes of caring for
that child for a period beginning immediately following such
birth or placement. Such period is not to extend beyond 501
hours of the Employee's regularly scheduled work hours, had
the Parental Leave not been exercised.
1.16 "Trust Agreement" means the Agreement by and between the
Employer and the Trustees dated September 19, 1986 and which is
hereby made a part of the Plan.
1.17 "Trustees" means such individuals as shall have entered into the
Trust Agreement with the Employer.
1.18 "Valuation Date" means the date on which the Fund assets shall
be evaluated.
SECTION II - ELIGIBILITY FOR PARTICIPATION
2.1 Any Employee who on December 31, 1991 had not retired from
employment with the Employer and who was a Participant in the
Plan as in effect on December 31, 1991 shall be continued as a
Participant under this Plan.
2.2 Any Employee not covered by Section 2.1 shall become a
Participant on his date of hire.
2.3 Notwithstanding the foregoing, no Employee shall become eligible
to participate while on a Leave of Absence.
2.4 Any Participant, who terminates employment and who is
subsequently rehired, shall again become a Participant as of the
date of his re-hire.
2.5 Any individual who transfers into covered employment such that
he becomes an Employee, shall become a Participant on the date
of transfer.
2.6 A Participant who transfers out of covered employment such that
he is no longer an Employee shall cease his participation on the
date of transfer.
<PAGE>
<PAGE> 137
SECTION III - EMPLOYER CONTRIBUTIONS
3.1 The amount of the Employer contribution each year shall be voted
by the Board of Directors on or before the last day of each
fiscal year; provided, however, such contribution shall not be
more than 15% of the total compensation (including bonuses and
the like, but excluding contributions under this Plan) paid or
accrued during the year to all eligible Employees participating
in the Plan, plus the maximum amount deductible under the carry-
over provisions of the Internal Revenue Code relating to
contributions in previous years of less than the maximum amount
permissible. Such amount shall be contributed out of net
profits, as such net profits are determined in the accordance
with acceptable accounting practices and before any provisions
for federal and state income taxes, if any, and any
contributions under this Plan.
3.2 Each Employer contribution shall be allocated among
Participants, as provided in Section IV, and shall be paid to
the Trustees to be held, managed, and disposed of by them in
accordance with the terms of the Trust Agreement.
3.3 Payment of the Employer's contribution to the Trustees shall be
made within the time limit established by the Internal Revenue
Service.
SECTION IV - ALLOCATION OF EMPLOYER CONTRIBUTIONS AMONG PARTICIPANTS
4.1 The Employer shall certify to the Trustees, as of the last day
of the Employer's fiscal year, (which is the same as the Plan
Year), the name and Earnings of each Participant; and at the
time the name of a Participant is first certified, the Employer
shall also certify his sex, date of birth, and the date that he
became a Participant.
4.2 Each Participant who is on the payroll of the Employer as of
December 1 of a Plan Year is eligible to share in the allocation
of the Employer contributions in Section 4.3.
4.3 Each Employer contribution made as of the last day of the
Employer's fiscal year shall be allocated among Employees who
are then Participants. Such allocation shall be made on the
basis of each Participant's total Earnings, as defined in the
Plan, in accordance with the following formula.
Each shall be allocated that portion of the Employer
contribution which bears the same relationship to the
total Employer contribution as his Earnings bears to
the total Earnings of all Participants.
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<PAGE> 138
A Participant who is on a Leave of Absence or Layoff
shall be entitled to an allocation on the basis of
his Earnings as provided in the above formula. A
former Participant who transferred out of the Plan
shall be entitled to an allocation in the year of
transfer on the basis of his Earnings while a
Participant. A Participant who retires under Section
VII during the last calendar quarter of a Plan Year
shall be entitled to an allocation on the basis of
his Earnings.
4.4 Limitations on Annual Additions
-------------------------------
a) Limitations
-----------
If a Participant under this Plan is not also a Participant in
any defined benefit plan to which the Employer contributes,
then the total Annual Additions to such Participant's account
in any Plan Year beginning after December 31, 1975, for all
defined contribution plans maintained by the Employer, in the
aggregate, shall not exceed the lesser of: (a) 25% of the
Participant's Compensation in such Plan Year, or (b) $30,000
(or such higher amount to which said $30,000 may be adjusted,
pursuant to Code section 415(c).
For this purpose "Annual Additions" means the Participant's
share of the Employer contributions.
For purposes of this Section, "Compensation" means the
Participant's wages, salaries, fees and other amounts paid
for personal services actually rendered in the course of
employment, including (by way of example and not limitation),
commission, tips, bonus, overtime pay and earnings as a
percentage of profits, but excluding: (1) contributions to
other qualified plans, deferred compensation plans and
simplified employee pensions; (2) distributions from deferred
compensation plans and qualified plans; (3) amounts realized
from the exercise of a non-qualified stock option or sale or
disposition of stock under a qualified stock option or when
restricted stock (or property) held by an Employee either
becomes freely transferrable or is no longer subject to a
substantial risk of forfeiture; and (4) other amounts which
receive special tax benefits such as premiums for group-term
life insurance (only if not included in gross income of the
Participant) and contributions toward the purchase of an
annuity contract (whether or not contributions are includible
in gross income of the Participant.)
b) Other Plans
-----------
If a Participant under this Plan is also a Participant under
any defined benefit plan to which the Employer contributes,
then for any Plan Year, the sum of such Participant's defined
benefit plan fraction in such Plan Year and such
Participant's defined contribution plan fraction in the same
Plan Year shall not exceed 1.0. If the sum of the said
fractions is in excess of 1.0, then the Participant's
benefits under the defined benefit plan shall be reduced by
an amount sufficient to eliminate the excess.
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<PAGE> 139
For the purposes of this Section "defined contribution plan"
means any plan which provides for an individual account for
each Participant and for benefits based solely on the amount
contributed to the Participant's account, and any income,
expenses, gains and losses thereto and any forfeitures of
accounts of other Participants which may be allocated to such
Participant's account. A "defined benefit plan" means any
Plan which is not a defined contribution plan. The "defined
benefit plan fraction" and the "defined contribution plan
fraction" for any Plan Year shall be calculated as follows:
1) The numerator of the first fraction is the projected
annual benefit of the participant under this Plan, and the
denominator is the lesser of (i) the product of 1.25,
multiplied by the dollar limitation in effect under Code
section 415(b) for the limitation year, or (ii) the
product of 1.4, multiplied by 100% of the Participant's
average compensation during the three consecutive years of
his service as an Employee for which he had the greatest
aggregate compensation from the Employer.
2) The numerator of the second fraction is the sum of the
Annual Additions to such Participant's account under the
defined contribution plan maintained by the Employer in
such limitation year and for all prior limitation years,
and the denominator is the sum of the lesser of the
following amounts determined under the defined
contribution plan maintained by the Employer which could
have been made under that plan for such limitation year
and for all prior Plan Years if such plan has been in
effect for each such limitation year: (i) the product of
1.25, multiplied by $30,000 (or such greater amount as may
be applicable under section 415(c) of the Code), or (ii)
the product of 1.4, multiplied by 25% of the Participant's
Compensation for the limitation year.
SECTION V - MAINTENANCE OF PARTICIPANTS' ACCOUNTS
5.1 The Trustees shall create and maintain an Account for each
Participant, which account shall be evaluated on each Valuation
Date. Normally, the Valuation Date shall be the last day of
each calendar quarter; however, the Trustees may, upon the
occasion of a death, retirement, or other termination of
employment subsequent to an extreme fluctuation in the value of
the Fund due to market conditions, cause the accounts to be
evaluated, provided such evaluation does not result in any
discrimination among Employees.
<PAGE>
<PAGE> 140
A Participant's Account shall be credited with that portion of
the Employer contribution allocated to the Participant and a
proportionate share of the Fund's Net Gains or Losses.
5.2 The Trust Fund will be divided into three Investment Funds:
a) A Bond Fund, invested principally in corporate, municipal, or
United Stated Government Bonds, debentures, notes,
certificates or other similar evidences of indebtedness;
b) A Common Stock Fund, invested principally in stocks of
corporations, including the Employer's common stock; and
c) A Money Market Fund, invested principally in U.S. Treasury
Bills, Commercial Paper Bank Certificate of Deposits, Banker
Acceptance, or other similar short term indebtedness.
The Trustee's investment powers with respect to each Investment
Fund are more fully set forth in the Trust Agreement. Each
Participant in the Plan as of January 1, 1992 shall have set up
in his Account the amount of money, securities, etc., which were
held in the accounts under the Plan as of December 31, 1991.
Thereafter, in accordance with the following provisions the
Participant can change his investment elections as follows:
a) A Participant may change his investment election no more than
once every Plan calendar quarter by giving at least 30 days
prior written notice to the Administrative Committee, who in
turn shall advise the Trustee of such election.
b) The changed investment election shall become effective as of
the first day of the Plan calendar quarter beginning after
the expiration of the notice period.
c) A Participant may transfer all or any fraction of the value
of his account in any one of the designated investment
accounts, in multiples of 25%. If a Participant has all his
investments in any one fund, he may transfer up to 50% of the
value to another Investment Fund.
d) The requested transfer will be effected by the Trustee as of
the first day of the next calendar quarter subsequent to the
receipt of the request, provided that such request is
received 30 days prior to such first day of the subsequent
calendar quarter.
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Each Participant shall have an interest in the Investment Fund
in which he has elected to have any part of his allotment held
and invested. His interest at any time shall be equal to the
sum of his allotments of the Company contribution that have been
credited to his account in the Fund, adjusted from time to time
to reflect his proportionate share of the income and losses
realized by such Fund and of the net appreciation or
depreciation in the value of such Fund. The Trustee shall
maintain accounts to reflect the interest of each Participant in
each Investment Fund at any one time. On each Valuation Date,
the Trustee shall ascertain the value of the interests of
Participants therein. The determinations of the Trustee shall
be conclusive and the Trustee shall not incur any liability for
any determination required by the Plan and made in good faith.
5.3 The proportionate share of the Fund's Net Gains or Losses to be
credited on each Valuation Date, as provided in Section 5.1,
shall be computed by multiplying the following amounts with
respect to each Participant's account:
a) Participant's Account - The amount credited on the preceding
Valuation Date, including any Employer contribution credited
on such date.
by the ratio that
b) The market value, as determined by the Trustees, of the
assets of the Fund on the current Valuation Date, exclusive
of the value of any Employer contribution made on such
Valuation Date, less the aggregate amount credited to the
Participants' Accounts, as such accounts defined in (a) of
this Section bears to,
c) The aggregate amount credited to the Participants' Accounts,
as such accounts are defined in (a) of this Section.
SECTION VI - NON-FORFEITABLE INTEREST
6.1 Upon death, retirement in accordance with the provisions of
Section VII, termination of employment, or discontinuance of
contributions under the Plan by the Employer, the full amount
credited to the Participant in his Participation Account shall
become fully vested and non-forfeitable.
SECTION VII - RETIREMENT DATE
7.1 Normal Retirement - The normal retirement date of each
Participant shall be the first day of the month coinciding with
or next following the Participant's 65th birthday.
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7.2 Total and Permanent Disability Retirement - A Participant who
is totally and permanently disabled may retire on the first day
of any month subsequent to the expiration of six months from the
date of disability. Such disability shall be established by the
certification to the Employer that the Participant by reason of
mental or physical disability is incapable of securing gainful
employment. Such certification shall be by (1) a physician
selected by the Participant and approved by the Employer or (2)
by three physicians, one selected by the Participant, one by
the Employer and the third by two physicians selected by the
Participant and the Employer. Expenses incurred in obtaining
this certification shall be absorbed, one-half by the
Participant, and one-half by the Employer.
7.3 Deferred Retirement - A Participant may continue in the service
of the Employer beyond his normal retirement date. During such
continued employment, a Participant shall remain an active
Participant until his actual retirement.
SECTION VIII - DISTRIBUTION OF BENEFITS
8.1 Distribution of the vested interest of a Participant shall
commence when he breaks his Service as defined in Section 1.15.
8.2 Distribution of the vested interest of a Participant shall be in
a lump sum, except as may be required under the provisions of
Section 9.1 or Section XIV.
8.3 a) A Participant's distribution shall begin not later than the
60th day following the end of the Plan Year in which occurs
the latest of
(i) the Participant's 65 birthday,
(ii) the tenth anniversary of the date on which he became a
Participant, or
(iii) the date he terminates service with the Employer.
b) In no event shall the provision of paragraph (a) above
operate so as to allow the Participant's distribution to
begin later than:
(i) the April 1 following the calendar year in which the
Participant's attains age 70 1/2, or
(ii) in the case of a Participant who does not own either (A)
more than five percent of the outstanding stock of the
Employer, or (B) stock possessing more than five percent
of the total combined voting power of all stock of the
Employer, the April 1 following the calendar year in
which he retires as provided in Section VII."
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8.4 Distribution of vested interest upon the death of the
Participant while still in the service of the Employer, or
before the lump sum value of his vested interests has been paid
to him upon retirement, shall be distributed as a lump sum
payment to his surviving spouse, if applicable. If there is no
spouse the distribution may be made to beneficiary if the
Participant has filed with the Administrative Committee a form
designating a beneficiary. If no beneficiary has been
designated, the distribution shall be made to his estate.
8.5 Anything to the contrary notwithstanding, any distribution from
the Plan shall be made in accordance with section 401(a)(9) of
the Code and the regulations thereunder.
SECTION IX - ALIENATION PROHIBITED
9.1 To the extent permitted by law, none of the benefits or payments
or proceeds of any contract arising out of or by virtue of this
Plan shall be subject to any claim or any legal process by a
creditor of a Participant or of any beneficiary, and neither the
Participant nor any beneficiary shall have the right to
anticipate, alienate, encumber or assign any of the benefits,
payments, proceeds, or avails arising out of the Plan, other
than pursuant to a "Qualified Domestic Relations Order" pursuant
to section 414(p) of the Code.
SECTION X - ADMINISTRATIVE COMMITTEE AND ADMINISTRATION
10.1 The general administration of the Plan and the responsibility
for carrying out the provisions of the Plan shall be placed in
an Administrative Committee of not less than three persons
appointed from time to time by the Board of Directors. Any
member of the Administrative Committee may resign by delivering
his written resignation to the Board of Directors and the
Secretary of the Administrative Committee.
10.2 The members of the Administrative Committee shall elect a
Chairman from their number and a Secretary who may be but need
not to be one of the members of the Administrative Committee;
may appoint from their number such committees with such powers
as they shall determine; may authorize one or more of their
number or any agent to execute or deliver any instrument or make
any payment on their behalf; may retain counsel, employ agents
to provide such clerical, accounting, actuarial and consulting
services as they may require in carrying out the provisions of
the Plan; may allocate among themselves or delegate to other
persons all or such portion of their duties hereunder, other
than those granted to the Trustee under the Trust instrument
adopted for use in implementing the Plan, as they, in their sole
discretion shall decide.
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10.3 The Administrative Committee shall hold meetings upon such
notice, at such place or places, and at such time or times as it
may from time to time determine.
10.4 The Administrative Committee shall determine any question
arising in connection with the interpretation, application or
administration of the Plan (including any question of fact
relating to age, service, compensation and eligibility of
Employees), and its decisions or actions in respect thereof
shall be conclusive and binding on all persons and parties. All
resolutions or actions taken by the Administrative Committee
shall be by affirmative vote or action of not less than two
members of the Administrative Committee.
10.5 Any act which the Plan authorizes or requires the Administrative
Committee to do may be done by a majority of its members. The
action of such majority expressed from time to time by a vote at
a meeting or in writing without a meeting shall constitute the
action of the Administrative Committee and shall have the same
effect for all purposes as if assented to by all members of the
Administrative Committee at the time of office.
10.6 No member of the Administrative Committee shall receive any
compensation from the Plan for his services as such.
10.7 The Employer shall furnish the Administrative Committee with
such information as may be reasonably necessary to enable the
Administrative Committee to perform its duties hereunder, and
such information, to the extent taken from the records of the
Employer shall be controlling upon the Administrative Committee
and all other persons and parties in interest unless the
Employer shall otherwise agree.
10.8 The Employer shall indemnify and save harmless any
Administrative Committee member of the Board against all claims,
loss, damages, liability, costs and expenses arising out of any
act done or omitted (whether by him, the Administrative
Committee or any other Administrative Committee member), unless
due to his gross negligence or willful misconduct.
10.9 Any person who thinks that he is entitled to a benefit under the
Plan shall have the right to file with the Administrative
Committee a written notice of claim for such benefit.
Within 60 days after its receipt of such written notice of
claim, the Administrative Committee shall either grant or deny
such Claim provided, however, that any delay on the part of the
Administrative Committee in arriving at a decision shall not
adversely affect benefits payable under a granted claim. A
decrease in the value of a Participant's Account due to market
value depreciation during the processing of a claim shall not be
deemed to be an adverse effect attributable to Administrative
Committee delay. The Administrative Committee shall provide to
each claimant:
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a) The specific reasons for such denial;
b) Specific reference to the pertinent Plan provisions of which
the denial is based;
c) A description of any additional material or information
necessary for the claimant to perfect the claim and an
explanation of why such material or information is necessary;
d) An explanation of the Plan's claim review procedure.
10.10The members of the Administrative Committee shall use that
degree of care, skill, prudence and diligence that a prudent man
acting in a like capacity and familiar with such matters would
use in his conduct of a similar situation.
SECTION XI - AMENDMENT AND TERMINATION
11.1 The provisions of this Plan may be amended at any time and from
time to time by the Employer; provided, however, that no
amendment:
a) Shall cause or permit any part of the Fund to revert to or
become the property of the Employer or to be diverted to
purposes other than for the exclusive benefit of Participants
and their beneficiaries hereunder;
b) Shall increase the duties or liabilities of the Trustees
without their written consent.
11.2 The Employer has established the Plan with the bona fide
intention and expectation that it will be able to make its
contributions indefinitely, but the Employer is not and shall
not be under any obligation or liability whatsoever to continue
its contributions or maintain the Plan for any given length of
time and may, at its sole and absolute discretion, discontinue
such contributions or terminate the Plan at any time without any
liability whatsoever for such discontinuance or termination.
11.3 Upon termination of the Plan and Trust by formal written notice,
or in actual operation, after payment of all expenses and
proportional adjustments of accounts to reflect such expenses
and Fund losses or profits, each Participant; each former
Participant, and each beneficiary of a deceased Participant
shall be entitled to receive any amount then credited to his
account in the Trust Fund. The Trustees may make payments of
such amounts in cash or in assets of the Trust Fund.
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<PAGE> 146
11.4 The Plan may not be merged or consolidated with nor may its
assets or liabilities be transferred, except as provided in
Section 5.2, to any other Plan unless each Participant, spouse,
retired Participant, or beneficiary under the Plan would, if the
resulting Plan were then terminated, receive a benefit
immediately after the merge, consolidation, or transfer which is
equal to or greater than the benefit he would have been entitled
to receive immediately before the merger, consolidation, or
transfer, if the Plan had been terminated.
SECTION XII - MISCELLANEOUS
12.1 The adoption and maintenance of the Plan and Trust shall not be
deemed to be a contract between the Employer and any Employee.
Nothing herein contained shall be deemed to give to any Employee
the right to be retained in the employ of the Employer or to
interfere with the right of the Employer to discharge any
Employee at any time; nor shall it be deemed to give the
Employer the right to require any Employee to remain in its
employ; nor shall it interfere with the Employee's right to
terminate his employment at any time.
12.2 All benefits payable under the Plan shall be paid or provided
for solely from the Trust and the Employer assumes no liability
or responsibility therefore.
12.3 If a Participant is reassigned by the Employer so that he
becomes eligible to participate in another defined contribution
plan of the Employer, such reassignment or transfer shall make
him a Participant immediately in the Plan covering his new
position.
12.4 Irrespective of anything contained in this instrument as
executed or as hereafter amended, it shall be impossible for any
part of the Fund to revert to the Employer or to be used for or
diverted to purposes other than for the exclusive benefit of
Participants, former Participants, and beneficiaries, either by
operation of the Plan and Trust, by power or revocation or
amendment, by collateral agreement, or by any other means.
12.5 Each Participant shall designate, in writing, a beneficiary to
receive any benefits payable under the Plan upon the
Participant's death, such designation to be filed with the
Trustees. A Participant may change his beneficiary from time to
time by written notice to the Trustees. The Participant's non-
forfeitable accrued benefit is payable upon the Participant's
death, to his surviving spouse (or a designated beneficiary if
his spouse consents in writing which is notarized or witnessed
by a Plan representative).
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<PAGE> 147
12.6 In the absence of a valid designation of a beneficiary as
provided in this Section, any benefits payable upon the
Participant's death shall be payable to the estate of the
Participant.
12.7 In all situations where the Trustees of the Plan are given
discretionary powers, these powers shall be uniformly and
consistently applied in similar circumstances and any action
taken by the Trustees shall not result in discrimination among
Participants.
12.8 The provisions of the Plan shall be interpreted in accordance
with federal laws and regulation and, except to the extent
preempted by federal law, in accordance with the laws of the
State of New York.
SECTION XIII - TOP HEAVY RULES
13.1 Top-Heavy Plan Definitions
--------------------------
a) Key Employee means any employee or former employee (and the
beneficiaries of such Employee) who is described in section
416(i)(l) of the Code or the regulations thereunder.
b) Top-heavy plan means for any Plan Year beginning after
December 31, 1983, this Plan is top-heavy if this Plan is a
part of a Required Aggregation Group and the Top-Heavy Ratio
for the Permissive Aggregation Group exceeds 60%.
c) Top-Heavy Ratio:
1) If the Employer maintains one or more defined contribution
plans (including any Simplified Employee Pension Plan) and
the Corporation maintains or has maintained one or more
defined benefit plans which have covered or could cover a
Participant in this Plan, the Top-Heavy Ratio is a
fraction, the numerator of which is the sum of account
balances under the defined contribution plans for all Key
Employees and the present value of accrued benefits under
the defined benefit plans for all Key Employees, and the
denominator of which is the sum of the account balances
under the defined contribution plans for all Participants
and the present value of accrued benefits under the
defined benefit plans for all Participants. Both the
numerator and denominator of the Top-Heavy Ratio are
adjusted for any distribution of an account balance or an
accrued benefit made in the five-year period ending on the
Determination Date and any contribution due but unpaid as
of the Determination Date.
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2) For purposes of (1) above, the value of account balances
and the present value of accrued benefits will be
determined as of the most recent Valuation Date that falls
within or ends with the 12-month period ending on the
Determination Date. The account balances and accrued
benefits of a Participant who is not a Key Employee but
who was a Key Employee in a prior year will be
disregarded. The calculation of the Top-Heavy Ratio and
the extent to which distributions, rollovers, and
transfers are taken into account will be made in
accordance with section 416 of the Code and the
regulations thereunder. Deductible employee contributions
will not be taken in account for purposes of computing the
Top Heavy Ratio. When aggregating plans the value of
account balances and accrued benefits will be calculated
with reference to the Determination Dates that fall within
the same calendar year. Effective for Plan years
beginning after December 31, 1984, the value of the
account balance of any individual who has not received any
Compensation during the five-year period ending on the
Determination Date will not be taken into account for
purposes of computing the Top-Heavy Ratio.
d) Permissive Aggregation Group means the required aggregation
group of plans plus any other plan or plans of the Employer
which, when considered as a group with the Required
Aggregation Group, would continue to satisfy the requirements
of sections 401(a)(4) and 410 of the Code.
e) Required Aggregation Group: (1) each qualified plan of the
Employer in which at least one Key Employee participates, and
(2) any other qualified plan of the Employer which enables a
plan described in (1) to meet the requirements of sections
401(a)(4) and 410 of the Code.
f) Determination Date means, for any Plan Year subsequent to the
first Plan Year, the last day of the preceding Plan Year.
For the first Plan Year of the Plan, the last day of that
year.
g) Valuation Date means the date elected by the Employer as of
which account balances or accrued benefits are valued for
purposes of calculating the Top-Heavy Ratio. Unless another
date is elected, the Valuation Date shall be the first day of
the Plan Year.
13.2 Minimum Allocation Rules
------------------------
a) Except as otherwise provided in (c) and (d) below, the
Employer contributions and forfeitures allocated on behalf of
any participant who is not a Key Employee shall not be less
than the lesser of 3% of such Participant's Compensation or
in the case where the Employer has no defined benefit plan
which designates this Plan to satisfy section 401 of the
Code, the largest percentage of Employer contributions and
forfeitures, as a percentage of the first $200,000 of the Key
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<PAGE> 149
Employee's Compensation, allocated on behalf of any Key
Employee for that year. The minimum allocation is determined
without regard to any Social Security contribution; however,
effective for Plan Years beginning after December 1, 1984,
and before January 1, 1989, amounts contributed pursuant to a
salary reduction arrangement shall be taken into account for
purposes of such salary reduction arrangement shall be taken
into account for purposes of such minimum allocation. This
minimum allocation shall be made even though, under other
plan provisions, the Participant would not otherwise be
entitled to receive an allocation, or would have received a
lesser allocation for the year because of (i) the
Participant's failure to complete 1,000 hours of service (or
any equivalent provided in the Plan), or (ii) the
Participant's failure to make mandatory employee
contributions to the Plan, or (iii) the Participant's having
Compensation less than a stated amount.
b) For purposes of computing the minimum allocation,
Compensation will mean Earnings as defined in this Plan.
c) The provision in (a) above shall not apply to any Participant
who was not employed by the Employer on the last day of the
Plan Year.
d) The provision in (a) above shall not apply to any Participant
to the extent the Participant is covered under any other plan
or plans of the Employer and the minimum allocation or
benefit requirement applicable to top-heavy plans will be met
in the other plan or plans.
13.3 Nonforfeitability
-----------------
The minimum allocation required (to the extent required to be
nonforfeitable under section 416(B) of the Code) may not be
forfeited under sections 411(a)(3)(B) or (D) of the Code.
SECTION XIV - DISTRIBUTIONS AFTER DECEMBER 31, 1992
14.1 This Section applies to distributions made on or after January
1, 1993. Notwithstanding any provision of the plan to the
contrary that would otherwise limit a distributee's election
under this section, a distributee may elect, at the time and in
the manner prescribed by the plan administrator, to have any
portion of an eligible rollover distribution paid directly to an
eligible retirement plan specified by the distributee in a
direct rollover.
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14.2 Definitions
a) Eligible rollover distribution: An eligible rollover
distribution is any distribution of all or any portion of the
balance to the credit of the distributee, except that an
eligible rollover distribution does not include any
distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made
for the life (or life expectancy) of the distributee or the
joint lives (or joint life expectancies) of the distributee
and the distributee's designated beneficiary, or for a
specified period of ten years or more; any distribution to
the extent such distribution is required under section
401(a)(9) of the Code; and the portion of any distribution
that is not includible in gross income (determined without
regard to the exclusion for net unrealized appreciation with
respect to employer securities).
b) Eligible retirement plan: An eligible retirement plan is an
individual retirement account described in section 408(a) of
the Code, an individual retirement annuity described in
section 408(b) of the Code, an annuity plan described in
section 403(a) of the Code, or a qualified trust described in
section 401(a) of the Code, that accepts the distributee's
eligible rollover distribution. However, in the case of an
eligible rollover distribution to the surviving spouse, an
eligible retirement plan is an individual retirement account
or individual retirement annuity.
c) Distributee: A distributee includes an employee or former
employee. In addition, the employee's or former employee's
surviving spouse and the employee's or former employee's
spouse or former spouse who is the alternate payee under a
qualified domestic relations order, as defined in section
414(p) of the Code, are distributees with regard to the
interest of the spouse or former spouse.
d) Direct rollover: A direct rollover is a payment by the plan
to the eligible retirement plan specified by the distributee.
IN WITNESS WHEREOF, the Company has caused these present to be
executed by its duly authorized Officer.
Dated: August 4, 1993 By: Ross Colquhoun
--------------------- ------------------------
Ross Colquhoun
President and CEO
Attest: Paul J. Sternberg
----------------------
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EXHIBIT 10.25
THE RAYMOND CORPORATION
PENSION PLAN
As Amended 01-01-74
01-01-76
01-01-79
01-01-82
12-31-83
01-01-85
08-30-85 (Eff.01-01-85)
(Rev.12-16-85)
12-15-88 (Eff. 01-01-89)
06-15-89 (Eff. 01-01-90)
07-15-90 (Eff. 01-01-90)
07-28-93 (Eff. 01-01-89)
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<PAGE> 152
CONTENTS
PAGE
----
I. DEFINITIONS..................................... 1
II. ELIGIBILITY..................................... 4
III. VESTING SERVICE AND BENEFIT SERVICE............. 5
IV. RETIREMENT DATES................................ 7
V. RETIREMENT BENEFITS............................. 8
VI. PAYMENT OF RETIREMENT BENEFITS.................. 12
VII. FINANCING AND CONTRIBUTIONS..................... 16
VIII.TERMINATION OF SERVICE.......................... 17
IX. DEATH BENEFITS.................................. 17
X. ADMINISTRATIVE COMMITTEE AND ADMINISTRATION..... 19
XI. NON-ALIENATION OF BENEFITS...................... 21
XII. PAYMENTS OF BENEFITS TO PERSON OTHER THAN
DESIGNATED BENEFICIARY.......................... 21
XIII.RIGHTS AND OBLIGATIONS OF THE CORPORATION....... 21
XIV. MAXIMUM RETIREMENT BENEFITS..................... 23
XV. MISCELLANEOUS................................... 29
XVI. DISTRIBUTIONS AFTER DECEMBER 31, 1992........... 30
<PAGE>
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SECTION I - DEFINITIONS
The following words and terms as used in this Plan shall have the
meaning set forth below, unless a different meaning is clearly re-
quired by the context. The masculine pronoun, wherever used, shall
include the feminine where applicable, and the singular shall include
the plural:
1.1 "Administrative Committee" means the Administrative Committee
provided for in Section X hereof.
1.2 "Affiliated Employer Corporation" means a corporation which is a
member of a controlled group of corporations, including the
Corporation (determined under section 1563(a) of the Code
without regard to section 1563(a)(4) and (e)(3)(C)), except that
with respect to section 14.1 "more than 50 percent" shall be
substituted for "at least 80 percent" where it appears in
section 1563(a)(1) of the Code; any trade or business under
common control (as defined in section 414(c) of the Code) with
the Corporation; or a member of an affiliated service group (as
defined in section 414(m) of the Code) which includes the
Corporation.
1.3 "Anniversary Date of the Plan" means January 1, 1989 and each
subsequent January 1st.
1.4 "Annual Earnings" means the amount of income paid to a
Participant by the Company which is reportable for federal
income tax purposes, including overtime, bonuses, commissions,
premium pay, or any other compensations or special payouts
considered as wages under current tax withholding regulations,
and deferred amounts under the Corporation's Deferred
Compensation Plan. In addition, Annual Earnings taken into
account under the Plan shall not exceed $200,000, as adjusted
for a Plan Year under section 401(a)(17) of the Code.
1.5 "Beneficiary" means any person designated by a participant to
receive any death benefits payable in accordance with Section VI
or Section IX.
1.6 "Benefit Service" means service recognized for purposes of
computing the amount of any benefit under the Plan and for
purposes of determining eligibility for certain benefits under
the Plan, determined as provided in Section 3.2.
1.7 "Board" means the Board of Directors of the Corporation.
1.8 "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
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<PAGE> 154
1.9 "Corporation" or "Company" means The Raymond Corporation, a
corporation organized and existing under the laws of the State
of New York, or any U.S. subsidiary corporation in which The
Raymond Corporation holds 51% or more of the common or
voting stock, and which subsidiary corporation has been approved
by the Board to come under this Pension Plan.
1.10 "Employee" means any person employed by the Corporation who
receives stated compensation other than a pension, severance
pay, retainer or fee under contract, but excluding any Leased
Employee and any person who is included in a unit of Employees
covered by a collective bargaining agreement."
1.11 "Equivalent Actuarial Value" means equivalent value determined
on the basis of the applicable factors set forth in Tables I
through V in Appendix A of the Plan. For purposes of
determining lump sum factors applicable to annual benefits under
Section 6.5 of the Plan, (i) the interest rate to be used shall
be 7*% or, the schedule of interest rates used by the Pension
Benefit Guaranty Corporation for valuing immediate and/or
deferred annuities, whichever may be applicable, for single
employer plans that terminate on the January 1 of the Plan Year
in which the date of distribution occurs, whichever provides the
higher lump sum factor and (ii) the mortality table to be used
shall be the 1963 George B. Buck Mortality Table assuming 80%
males and 20% females.
1.12 "Final Average Earnings" means the annual average of the
Participant's Annual Earnings during the three (3) full
consecutive years out of the last ten (10) years immediately
prior to the earliest of his actual retirement, or termination
of his service with the Corporation whichever is applicable,
when such Annual Earnings are the highest, or during years of
employment with the Company if for less than three (3) full
years of employment.
1.13 "Former Plan" means the Raymond Pension Trust in effect as of
September 30, 1961.
1.14 "Fund " means the fund established by the contributions of the
Corporation on accountof this Plan.
1.15 "Hours of Service" means, and an Employee shall be credited
with:
a) Each hour for which an Employee is paid or entitled to payment
for the performance of duties for the Corporation,
b) Each hour for which an Employee is paid or entitled to payment
by the Corporation on account of a period during which no
duties are performed, whether or not the employment
relationship has terminated, due to vacation, holiday,
illness, incapacity (including disability), lay off, jury
duty, military duty or leave of absence,
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<PAGE> 155
c) Each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed to by the Corporation,
excluding any hour credited under (a) or (b), which shall be
credited to the computation period or periods to which the
award, agreement or payment pertains, rather than to the
computation period in which the award, agreement or payment is
made, and
d) solely for purposes of determining whether an Employee has
incurred a Break in Service under the Plan, each hour for
which an Employee would normally be credited under paragraph
(a) or (b) above during a period of Parental Leave but not
more than 501 hours for any single continuous period. The
number of hours shall be credited to an Employee under this
paragraph (d) during the Plan Year in which the Parental Leave
began, only if the Employee would be prevented from incurring
a Break in Service for that year; otherwise, the hours under
this paragraph (d) shall be credited to the succeeding Plan
Year.
No hours shall be credited on account of any period during which
the Employee performs no duties and receives payment solely for
the purpose of complying with unemployment compensation,
worker's compensation or disability insurance laws. The Hours
of Service credited shall be determined as required by Title 29
of the Code of Federal Regulations, Section 2530. 200b-2(b) and
(c).
1.16 "Leased Employee" means any person as so defined in Section
414 (n) of the Code.
1.17 "Leave of Absence" means an absence on leave granted in writing
by and at the convenience of the Corporation prior to the taking
there of; or an absence on Military Service. Leave of Absence
shall not include any lay-off.
The rules governing the granting of such Leave of Absence shall
be uniformly and consistently applied to all Employees under
similar circumstances.
1.18 "Military Service" shall mean only service on active duty in
the Armed Forces of the United States, during the period of
first enlistment, if voluntary, and during the period of
enforced service, if involuntary, under laws enacted by the
Congress of the United States.
1.19 "Normal Retirement Age" means the Participant's 65th birthday.
1.20 "Parental Leave" means a period in which the Employee is absent
from work because of the pregnancy of the Employee, the birth of
a child of the Employee or the placement of a child with the
Employee in connection with the adoption of that child by the
Employee, or for purposes of caring for that child for a period
beginning immediately following such birth or placement.
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1.21 "Participant" means an Employee who has qualified under the
Plan, as provided in Section III, and whose employment with the
Corporation has not terminated.
1.22 "Plan" means The Raymond Corporation Pension Plan as herein
set forth or as from time to time amended.
1.23 "Plan Year" means the period from January 1, 1989 to December
31, 1989, and such subsequent period of twelve (12)
consecutive months commencing January 1st.
1.24 "Trust Agreement" means the Agreement by and between the
Corporation and the Trustee dated October 1, 1990 and which is
hereby made a part of the Plan.
1.25 "Trustee" means such banking corporation or trust company as
shall have entered in the Trust Agreement, or successor Trust
Agreement, with the Corporation.
1.26 "Vesting Service" means service recognized for purposes of
determining eligibility for certain benefits under the Plan,
determined as provided in Section 3.1.
1.27 "Year of Service" means any Plan Year during which the Employee
has not less than 1,000 hours of service.
SECTION II - ELIGIBILITY
2.1. Any Employee who was a Participant in the Plan as in effect on
December 31, 1988, shall be continued as a Participant under
this Plan.
2.2 Any Employee not covered by section 2.1 shall become a
Participant in the Plan on the first day of the calendar month
coinciding with or next following the earlier of completion of
one (1) year of Vesting Service and attainment of age 21.
2.3 The Corporation shall certify to the Administrative Committee
the name of each Employee who becomes a Participant of the Plan,
his date of birth, his date of employment, and such information
with respect to his service and Annual Earnings as the
Administrative Committee may require.
2.4 For Plan Years beginning before January 1, 1988, any Employee
who first becomes employed by the Corporation within five (5)
years of his normal retirement date will not be eligible for
participation in this Plan.
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2.5 For Plan years beginning on or after January 1, 1988, no
Employee shall be excluded from participation on account of his
attained age who has earned an hour of service on or after such
date. For the purpose of determining when such an Employee (who
is not otherwise ineligible to participate) must become eligible
to participate, service credited to the Employee in the Plan
year beginning before January 1, 1988 shall be taken into
account. An Employee who would be eligible to participate
taking such service into account and whose entry date would be
before the first day of the first Plan year beginning in 1988
shall participate in the Plan as of the first day of such Plan
year.
SECTION III - VESTING SERVICE AND BENEFIT SERVICE
3.1 Vesting Service
---------------
a) Except as hereinafter provided, all service with the Company
rendered by an Employee shall be Vesting Service for the
purposes of the Plan. With respect to any Plan Year in which
an Employee works at least 1,000 Hours of Service there shall
be included in his Vesting Service a full year of Vesting
Service. For any Plan Year in which any Employee works less
than 1,000 hours, there will be included one (1) month of
Vesting Service for each 173 Hours of Service completed.
With respect to meeting the requirement of Section 2.2,
completion of 1,000 Hours of Service during the 12 month
period beginning with his date of employment or the Plan Year,
which includes the first anniversary date of the employment
date will satisfy the requirement. Where additional
eligibility computation periods are necessary succeeding Plan
Years will be used.
The Administrative Committee shall establish rules, uniformly
applicable to all Employees similarly situated, for
determining the number of hours worked by an Employee in any
year. In the event an Employee completes 1,000 hours of work
during the 12 month period beginning with his date of
employment but fails to complete 1,000 hours of work during
the calendar year of his employment or during the calendar
year following the date of his employment, he will be credited
with a full year of Vesting Service for that period.
b) There shall be a Break in Service with respect to any Plan
Year after the year in which an Employee first becomes
employed and prior to the year in which he retires, dies or
otherwise terminates his employment with the Company during
which he is not credited with more than 173 hours of service.
Any service rendered prior to a Break in Service shall not be
restored unless he shall complete at least one (1) year of
Vesting Service following the Break in Service. Any Employee,
except as to such Employees identified in the succeeding
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<PAGE> 158
sentence, who has a break in his service and who is re-
employed shall participate immediately on his re-employment,
whether he was a vested or a non-vested participant at the
time his break in service occurred. If an Employee who has
not completed five (5) years of Vesting Service incurs five
(5) consecutive one (1) year Breaks in Service the service
rendered prior to the Break in Service thereafter be excluded
from his Vesting Service.
c) If any Employee shall have been absent from the service of the
Company because of service in the Armed Forces of the United
States and if he shall have returned to the service of the
Company within 90 days either (i) after having become entitled
to release from active duty in the Armed Forces or (ii) after
hospitalization continuing after discharge for a period of not
more than one (1) year, such absence shall be considered as
Vesting Service.
d) A period during which an Employee is on a layoff of less than
two (2) years or a Leave of Absence shall not be considered as
a Break in Service and, under rules uniformly applicable to
all Employees similarly situated, the Administrative Committee
may authorize the inclusion of such period of leave as Vesting
Service.
3.2 Benefit Service
---------------
a) Except as hereinafter provided, all service rendered as an
Employee shall be Benefit Service under the Plan, except that
service rendered prior to a Break in Service which is excluded
from Vesting Service in accordance with Section 3.1 will be
excluded from Benefit Service; a year of Benefit Service is
any Plan Year in which the Employee works not less than 2,000
Hours of Service. The Administrative Committee shall
determine, under rules uniformly applicable to all Employees
similarly situated, the fraction of a year of credited service
to be recognized with respect to any Plan Year of an
Employee's service during which he works less than 2,000 hours
but not less than 1,000 hours; but in no event shall such
fraction be less than the fraction the numerator of which is
the number of hours worked in such year and the denominator of
which is the normal number of hours worked in a year by a full
time Employee.
b) Upon direction of the Board of Directors uniformly applicable
to all Employees similarly situated, Benefit Service shall
include any period of service in the Armed Forces of the
United States which is included in member's Vesting Service
pursuant to Section 3.1(c). The Administrative Committee may,
under rules uniformly applicable to all Employees similarly
situated, grant Benefit Service for any period, not in excess
of two (2) years, during which an Employee is on an approved
layoff or Leave of Absence which is included in his Vesting
Service pursuant to Section 3.1(d). The Compensation for
either such period of absence for which Benefit Service is
granted shall be at the member's rate of Compensation in
effect prior to the commencement of such period.
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<PAGE> 159
3.3 Transfers and Employment with an Affiliated Employer
----------------------------------------------------
a) If a Participant becomes employed by the Corporation in any
capacity other than as an Employee, or by an Affiliated
Employer Corporation, or becomes a Leased Employee, he shall
retain any Benefit Service he has under this Plan, and future
years of service with the Corporation or Affiliated Employer
Corporation shall count as Vesting Service under the Plan.
Upon his later retirement or termination of employment with
the Corporation or Affiliated Employer Corporation, any
benefits to which the Participant is entitled shall be
determined under the Plan provisions in effect on the date he
ceases to be an Employee, and only on the basis of his Benefit
Service accrued while he was an Employee.
b) Subject to the Break in Service provisions of Section III, if
a person who is originally employed by the Corporation as a
Leased Employee or in any capacity other than as an Employee,
or by an Affiliated Employer Corporation and subsequently
becomes an Employee, his period of service with the
Corporation, or Affiliated Employer Corporation before
becoming an Employee shall count as Vesting Service under the
Plan. Upon his later retirement or termination of employment,
the benefits payable under the Plan shall be computed under
the Plan provisions in effect at that time, and only on the
basis of the Benefit Service accrued while he is an Employee.
SECTION IV - RETIREMENT DATES
Normal Retirement Date
----------------------
4.1 The normal retirement date of each Participant shall be the
first day of the month coinciding with or next following the
Participant's 65th birthday.
Early Retirement Date
---------------------
4.2 A Participant may, at his option and upon such notice as the
Administrative Committee may reasonably require, retire from
active service prior to his normal retirement date on the first
day of any month following his completion of fifteen (15) years
of Benefit Service and after attaining his 55th birthday.
Disability Retirement Date
--------------------------
4.3 A Participant may retire from active service prior to his normal
retirement date if at the time of retirement such Participant
shall have at least fifteen (15) years of Benefit Service and
shall have become, through some unavoidable cause, totally and
permanently disabled, provided that such Employee is eligible
for total and permanent disability benefits under the Social
Security Act.
<PAGE>
<PAGE> 160
The Retirement date in the event of such Participant's total and
permanent disability shall be the first day of the month
coincident with or next following the expiration of six (6)
months from the date on which he became disabled.
For purposes of this Plan, a Participant shall be deemed to be
totally and permanently disabled when such disability shall have
continued for a period of six (6) consecutive months. However,
notwithstanding the fact that the Participant is eligible for
total and permanent disability benefits under the Social
Security Act, no benefits shall be payable if (i) such
participant is engaged in occupation or employment for compensa-
tion, or profit in which he is able to earn in excess of $100.00
per month, or (ii) such disability was contracted, suffered, or
incurred while such Participant was engaged in, or resulted from
his having engaged in, a criminal enterprise, or (iii) such
disability resulted from his habitual drunkenness or the use of
narcotics, or (iv) such disability resulted from self inflicted
injury or (v) such disability is directly incurred in or due
solely to the Military Service of the Participant which prevents
him from returning to employment with the Corporation and for
which he receives a disability benefit or pension from the
United States.
Payment of such total and permanent disability benefits to a
Participant shall terminate upon his ceasing to be eligible for
total and permanent disability under the Social Security Act
prior to his having attained the age of 65 years.
Deferred Retirement Date
------------------------
4.4 The deferred retirement date of an Employee who remains in the
active service of the Corporation after his normal retirement
date shall be the first day of the calendar month next following
his actual retirement.
SECTION V - RETIREMENT BENEFITS
Retirement Benefits at Normal Retirement Date
---------------------------------------------
5.1 Effective for all retirees on or after January 1, 1990, the
annual Normal Retirement Pension Benefit shall be equal to the
greater of (a), or (b) below:
a) Six-tenths of one (1) percent (.6%) of the Participant's Final
Average Earnings multiplied by the number of years of Benefit
service:
or
b) One hundred fifty-six dollars ($156.00) multiplied by the
number of years of the Participant's service.
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<PAGE> 161
In no event shall any Participant, who was an active Employee on
January 1, 1989 receive a lesser pension benefit than he would
receive after giving effect to the accrued benefit such
Participant had earned on December 31, 1988, plus the pension
benefit earned since such date in accordance with the above
benefit formulae.
Retirement Benefits at Early Retirement Date
--------------------------------------------
5.2 The annual Early Retirement Pension shall be equal to the
Participant's accrued Normal Retirement Pension based on his
Annual Earnings and Benefit Service as of his date of early
retirement and shall be payable at the option of the Participant
(a) commencing as of Normal Retirement Date or (b) commencing as
of actual retirement date or as of the first day of any month
after actual retirement date, but reduced by the appropriate
actuarial factor taking into account the age of the Participant
and the earlier commencement of his retirement benefits. If,
however, the Participant has completed 30 years of Benefit
Service and attained age 62 as of actual retirement date, no
reduction shall be applied.
Retirement Benefit at Disability Retirement Date
------------------------------------------------
5.3 The retirement benefit commencing at disability retirement date
for a Participant who retires on account of total and permanent
disability in accordance with Section 4.3 shall be a retirement
benefit commencing on the date of retirement computed in
accordance with Section 5.1. Such disability retirement benefit
shall be payable to him during the continuance of total and
permanent disability until such Participant attains the age of
65 years. Any such Participant who attains the age of 65 years
shall be deemed to have retired as of that time in accordance
with Section 4.1 and shall thereafter be entitled to receive
retirement benefits in the amount as determined in accordance
with Section 5.1.
A Participant who has been retired with total and permanent
disability and who has recovered from such disability and is re-
employed shall be reinstated as a Participant in the Plan as
though there had been no interruption in his Vesting Service.
The amount of any payments made to such Participant under any
Federal, State or Foreign statute under which the Corporation
contributes through taxes, except contributions under the Social
Security Act, or otherwise, to provide against injury, disease
or disability, whether occupational or non-occupational, shall
also be deducted from the amount of the Participant's disability
retirement benefit.
<PAGE>
<PAGE> 162
Retirement Benefit at Deferred Retirement Date
----------------------------------------------
5.4 If any Participant remains in service after his normal
retirement date, in accordance with Section 4.4, his retirement
benefit shall be suspended for each month during the period of
deferred retirement which constitutes a month of "suspension
service". For purposes of this Section 5.4, a month of "suspen-
sion service" is a month in which the Participant completes at
least 40 Hours of Service with the Corporation. Such a Partici-
pant will receive his deferred retirement benefit commencing on
his actual retirement date or after a month in which he does not
complete at least 40 Hours of Service. The amount of the
deferred retirement benefit will be determined in accordance
with the provisions of Section 5.1 and shall be based on the
Annual Earnings, Benefit Service and the terms of the Plan in
effect at the time payments are to commence. If payments of the
benefit are made for at least 4 consecutive months while the
Participant remains in the service of the Corporation, the
"suspension service" rules described in Section 6.6 shall
govern.
Spouse's Pension
----------------
5.5 a) In the case of the death on or after August 23, 1984 of a
married Participant, including a Participant whose employment
was terminated on or after August 23, 1984, after he had met
the age and service requirements for any Pension but before
his Pension begins, a spouse's Pension shall be payable to his
surviving spouse for life beginning on the first day of the
month immediately after the later of the Participant's date of
death or the date the Participant would have reached the
earliest retirement age under Section 4.2 (Early Retirement
Date), provided that the spouse shall have been married to the
Participant during the one-year period preceding his death.
The Pension subsequently payable to a Participant whose spouse
would have been entitled to a Pension under this Section had
the Participant's death occurred, and the Pension payable to
his spouse after his death, if applicable, shall be reduced
for each month in the period prior to Normal Retirement Date
during which the provisions of this Section 5.5 are in effect
with respect to the Participant. No such reduction shall be
made with respect to any period before the commencement of the
election period specified in (d) below. The factors for
Spouse's Coverage During Active Employment and the Factors for
Spouse's Coverage After Retirement or Other Termination of
Service are set forth in Appendix A.
b) The Spouse's Pension shall be equal to (i) in the case of a
Participant who dies after he has completed the age and
service requirements for an early or normal retirement
Pension, the Pension which would have been payable to the
spouse if the Participant had retired on an early, normal or
late retirement Pension, whichever is applicable, beginning on
the first day of the month in which he died, as provided in
Section 4.1, 4.2, 4.3, and (ii) in the case of any other
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<PAGE> 163
Participant, the Pension which would have been payable to the
spouse if the Participant had terminated employment on the
date of his death, if he was then in active service, had
elected to have his Pension begin on the earliest date
provided in Section 4.4 and then had died on the next
following day.
c) The Corporation shall furnish to each married Participant
within the three-year period preceding the first day of the
Plan Year in which the Participant would attain age 35 or, if
later, the date he first became a Participant undre
Section II, a written explanation in nontechnical language
which describes the terms and conditions of the spouse's
Pension,the Participant's right to make, and the effect of an
election to waive the spouse's Pension, the rights of the
Participant's spouse and the right to make, and the effect of,
a revocation of such election.
d) An election to waive the spouse's Pension provided under this
Section, or any revocation of that election, may be made at
any time during the period which begins on the first day of
the Plan Year in which the Participant attains age 35 and
ends on the date of the Participant's death. However, in the
case of a Participant who has terminated service, the period
during which he may make an election to waive the spouse's
Pension with respect to his Pension accrued before his
termination of service shall not begin later than the date his
service terminates. An election to waive the spouse's Pension
or any revocation of that election shall be made on the form
provided by the Administrative Committee and shall require the
written consent of the spouse, duly witnessed by a Plan
representative or Notary Public, unless the spouse's consent
is waived by the Administrative Committee in accordance with
applicable law. The election or revocation shall be effective
when the completed form is filed with the Administrative
Committee.
e) Notwithstanding the provisions of paragraph (a) above, a
Participant who is not in receipt of a Pension as of August
23, 1984, whose service terminated on or after January 1, 1976
and prior to August 23, 1984 with a right to a deferred vested
Pension may elect, during the period beginning on August 23,
1984 and ending on the earlier of the commencement date of the
Participant's Pension or his date of death, to have the
provisions of this Section apply to him.
No Duplication of Benefits
--------------------------
5.6 There shall be no duplication of benefits upon re-entry, if a
Participant leaves the Plan and subsequently re-enters the Plan.
5.7 Any Participant, or surviving Beneficiary, who has received a
retirement benefit for at least one (1) full year prior to
December 31, 1983, shall have his benefit recomputed by
increasing said benefit to the greater of an amount equal to
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<PAGE> 164
three (3) percent multiplied by the number of full years elapsed
from the date of retirement to December 31, 1983 times their
present annual pension benefit, or five ($5.00) dollars per
month. Such recomputed benefit shall thereafter be paid to the
Participant, or surviving Beneficiary, as long as he is entitled
to receive a benefit under the provisions of the Plan.
SECTION VI - PAYMENT OF RETIREMENT BENEFITS
Normal Form
-----------
6.1 The normal form of retirement benefit provided for in Section V,
whether payable at normal, early, or deferred retirement date,
shall be made in monthly installments commencing on the
Participant's retirement date and must be paid in the form of a
qualified joint and survivor annuity as set out below.
If the Participant is married on his retirement date and does
not make any of the elections set forth below, the benefit will
be reduced to the Equivalent Actuarial Value of the benefit
determined in Section V and shall be payable during the
Participant's life, with the provisions that after his death a
benefit at one-half the rate of the benefit payable to the
Participant shall be paid during the life of, and to, his
spouse.
If the Participant is not married on his retirement date, or if
a married Participant so elects, the benefit will be payable in
the amount determined in accordance with Section V in the form
of a life annuity which provides monthly annuity payments to the
Participant during his lifetime, the first payment becoming due
on the Participant's retirement date provided he is then living.
Such payments will terminate with that last payment due
preceding the death of the Participant, except that, if, at the
date of the Participant's death 120 monthly payments have not
been made, payments will be continued to the Beneficiary desig-
nated by the Participant until the total number of annuity pay-
ments made to the Participant and his Beneficiary equals 120.
If a Participant fails to designate a Beneficiary, if a
designated Beneficiary dies while receiving annuity payments, a
death benefit equal to the commuted value of any remaining
unpaid stipulated payments will be paid to the estate of the
Participant.
Optional Joint and Survivor Form
--------------------------------
6.2 In lieu of forms of a retirement benefit set forth above, a
Participant may elect the optional joint and survivor form.
This form provides monthly annuity payments, the first payment
becoming due on the Participant's retirement date provided he is
then living. Such payments will be made to the Participant
during his lifetime and after his death will be continued in the
same amount, two-thirds thereof or one-half thereof, as the
<PAGE>
<PAGE> 165
Participant may elect, to the Beneficiary designated by the
Participant provided such Beneficiary survives the Participant.
The payments will terminate with the last payment due preceding
the death of the Participant or of his Beneficiary, whichever
occurs last.
The monthly amount payable thereunder will be determined by
applying to the amount of the retirement benefit on the normal
form otherwise payable to the Participant the percentage
applicable to the Participant and his designated Beneficiary at
their respective ages at nearest birthday on the Participant's
retirement date as set forth in Appendix A; such percentage
being based on the proportion of the reduced amount of
retirement benefit which is to be continued to the designated
Beneficiary after the death of the Participant.
The application of the computation of the Joint and Survivor
Form of benefit, as set out directly above, shall not reduce the
benefit which had been accrued on December 31, 1983, for any
individual who was a Participant before January 1, 1983,
utilizing any percentage applicable from previous tables that
varied benefits based on the sex on the Participant.
Optional Life Form
------------------
6.3 In lieu of the forms of retirement benefit set forth above, a
Participant may elect the optional life form. This form
provides monthly payments to the Participant during his
lifetime, the first payment becoming due on the Participant's
retirement date provided he is then living. The payments will
terminate with the last payment due preceding the death of the
Participant.
The monthly amount payable under this option will be determined
by applying to the amount of the retirement benefit in the
normal form otherwise payable to a Participant, the percentage
from Appendix A applicable to the Participant for his age at his
nearest birthday to his retirement date.
Elections of Options
--------------------
6.4 a) A married Participant's election of any option which does not
provide for monthly payment to his spouse for life after the
Participant's death, in an amount equal to at least 50% but
not more than 100% of the monthly amount payable under the
option to the Participant, shall be effective only if the
spouse's written consent to the election is received by the
Administrative Committee. The spouse's written consent shall
be witnessed by a Plan representative or notary public and
shall acknowledge the effect on the spouse of the
Participant's election of the option. If the Participant
establishes to the satisfaction of the Administrative
Committee that spousal consent cannot be obtained because the
Participant's spouse cannot be located, then no spousal
consent is needed.
<PAGE>
<PAGE> 166
b) The Corporation shall furnish to each married Participant
within a reasonable time, but more than 90 days, before
payment of his Pension is to begin, a written explanation in
nontechnical terms and conditions of the joint and survivor
Pension provided under Section 6.1, the financial effect upon
the Participant's Pension of making an election of the
Optional Joint and Survivor Form (Section 6.2 above) or the
effect of making an election for the Optional Life Form
(Section 6.3 above) in lieu of the Normal Form (Section 6.1
above), the rights of the Participant's spouse as provided in
paragraph (a) above, and the right of the Participant to make,
and to revoke, an election under Section 6.2 or 6.3. An
election under either 6.2 or 6.3 shall be made on a form
provided by the Administrative Committee, and may be made at
any time after the information is furnished to the Participant
and before the date the Participant's Pension begins; provided
that the period during which the election may be made shall be
a period of at least 90 days. However, a married Participant
may file with the Administrative Committee more than 90 days
before the date his Pension is to begin a written request for
detailed information as to the amount of his Pension under the
various options available to him. If he makes that request,
the period during which an election of an optional payment
form may be made shall be extended, if necessary, to include
the 60 days following receipt by the Participant of that
information.
c) An election of either of the options under Sections 6.2, or
6.3 may be revoked on a form provided by the Administrative
Committee and a new election may be made, during the
applicable election period. An election of an optional
benefit shall be effective on the date the Participant's
Pension begins. A revocation of any election shall be
effective when the completed form is filed with the
Administrative Committee. If a Participant who has elected an
optional benefit dies before the date the election of the
option becomes effective, the election shall be revoked. If
the Beneficiary designated under an option dies before the
date the election of the option becomes effective, the
election shall be revoked.
d) In the event that a vested Participant has elected to receive
a qualified joint and survivor form of benefit, such
Participant:
(i) may elect with the written consent of his or her spouse to
a specified alternate beneficiary not to take the joint and
survivor annuity and,
(ii) may revoke an election not to take a joint and survivor
annuity, or choose again to take a joint and survivor
annuity at any time, or any number of times, within the
applicable election period as set out in Section 5.5(d).
<PAGE>
<PAGE> 167
Frequency of Payment of Retirement Benefits
-------------------------------------------
6.5 Retirement benefits hereunder will be paid monthly except that
if such payments would amount to less than $10.00 each, the
right is reserved to make payments at less frequent intervals;
provided, however, that if the annual rate of retirement benefit
payable to a Participant or his designated Beneficiary is less
than $80.00 and the Equivalent Actuarial Value of the benefit is
less than or equal to $3,500, payment shall be made to such
Participant or his designated Beneficiary in one (1) lump sum
equal to the Equivalent Actuarial Value of the retirement
benefit and such payment will be in full settlement of all
liability on account of such Participant or his designated
Beneficiary.
Restoration of Retired Participant or Former Participant to Service
-------------------------------------------------------------------
6.6 If a retired Participant or former Participant in receipt of a
deferred vested retirement benefit is restored to service with
the Corporation prior to his normal retirement date, his
retirement benefit shall cease and any election of an optional
benefit in effect thereunder shall become void. Any election of
a spouse's allowance under Section 9.6 in effect at the time of
his retirement shall again become effective. Any Vesting
Service and Benefit Service to which he was entitled when he
retired shall be restored to him, and upon subsequent retirement
his allowance shall be based on the benefit formula then in
effect and his Annual Earnings and Benefit Service before and
after the period of prior retirement, reduced by an amount of
equivalent actuarial value to the benefits he received before
his restoration to service. The part of the retired
Participant's retirement benefit upon subsequent retirement
payable with respect to benefit service rendered before the
period of his previous retirement shall in no event be less that
the amount of his previous retirement benefit modified to
reflect any option in effect on his subsequent retirement.
If any retired Participant or former Participant in receipt of a
deferred vested retirement benefit is restored to service with
the Corporation as an Employee on or after his normal retirement
date and completes more than 750 hours of service in a calendar
year, his retirement benefit shall be suspended for each month
during the period of restoration, after he has completed 750
hours of service, which constitutes a month of "suspension
service".
6.7 Latest Commencement of Payments
-------------------------------
a) A Participant's Pension shall begin not later than the 60th
day following the end of the Plan Year in which occurs the
latest of:
(i) the Participant's 65 birthday,
(ii) the tenth anniversary of the date on which he became a
Participant, or
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<PAGE> 168
(iii) the date he terminates service with the Corporation.
b) In no event shall the provisions of paragraph (a) above
operate so as to allow the Participant's Pension to begin
later than:
(i) the April 1 following the calendar year in which the
Participant attains age 70*, or
(ii) in the case of a Participant who does not own either (A)
more than five (5) percent of the outstanding stock of the
Corporation, or (B) stock possessing more than five (5)
percent of the total combined voting power of all stock of
the Corporation, the April 1 following the calendar year in
which he retires under Section 4.1, 4.2, or 4.3.
6.8 Anything to the contrary notwithstanding, any distribution from
the Plan shall be made in accordance with section 401(a)(9) of
the Code and the regulations thereunder.
SECTION VII - FINANCING AND CONTRIBUTIONS
7.1 The Corporation has executed a Trust Agreement with the Trustee
to manage and operate the Fund and to receive, hold, invest, and
disburse such contributions, interest and other income as may be
necessary to pay the retirement benefits under the Plan. The
Corporation in its discretion may continue the Trust Agreement
or may change from trust funds to insured funds or from insured
funds to trust funds provided (i) the rights and obligations of
the parties shall remain substantially the same except as may
necessarily be changed in order to effect such transfer, and
(ii) any change will not adversely affect Internal Revenue
Service approval. The Trustee may be authorized to pay
retirement benefits directly or if instructed by the
Administrative Committee, to buy group annuity contracts or
individual annuity policies before or after the retirement of
Participants (including but not limited to contracts of the
deposit administration type) and to pay the premium for such
contracts or policies.
7.2 The Corporation shall make such annual contributions to the
Fund or pay such premiums to any insured fund or both as will be
sufficient under sound actuarial principles determined by a
qualified actuary to provide the retirement benefits under the
Plan and to meet the minimum requirements of any applicable law.
Any forfeitures shall be used to reduce the contributions of the
Corporation otherwise payable, and will not be applied to
increase the benefits any Participant would receive under the
Plan; forfeitures will not be used to reduce employers
contributions until the year of the Break in Service.
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<PAGE> 169
SECTION VIII - TERMINATION OF SERVICE
8.1 Upon termination of a Participant's employment for any reason
other than retirement, death or total and permanent disability,
the Corporation shall give prompt written notice thereof to the
Administrative Committee that the service of such Participant
has been terminated and the date of such termination.
8.2 Upon the attainment of Normal Retirement Age, a Participant
shall be 100% vested. Upon termination of a Participant's
employment with the Corporation for any reason other than
retirement, death or total and permanent disability, such
Participant shall retain rights to a percentage of the
retirement benefit commencing at his normal retirement date in
accordance with Section V hereof as follows:
Vested Interest In
Years of Vesting Service Accrued Retirement Benefit
------------------------ --------------------------
Less than 5 years No vested benefit
5 years, or more(1) 100% vested
(1) Such Vesting Benefit to be applicable only to Participants
terminating on or after January 1, 1989.
The accrued retirement benefit, in accordance with Section V
will be determined based on Annual Earnings and Benefit Service
completed up to the date of termination of employment. In no
event shall a Participant's vested benefit be less than the
amount to which he would have been entitled based on the Plan
provisions in effect on December 31, 1988.
8.3 If, on the date of the Participant's termination of employment,
he had completed 15 years of Benefit Service but had not reached
age 55, he may on or after attainment of age 55 elect to
receive, commencing on the first day of the month next following
the date his election is received by the Administrative
Committee, benefits at a reduced amount which shall be of
Equivalent Actuarial Value to the deferred allowance commencing
at this normal retirement date.
8.4 Subject to the provisions of Section XVI, a lump sum payment of
Equivalent Actuarial Value shall be made in lieu of all benefits
if the present value of any Pension amounts to $3,500 or less.
The lump sum payment may be made at any time on or after the
date the Participant terminates employment.
SECTION IX - DEATH BENEFITS
9.1 Upon the death of a Participant before his normal or early
retirement date, whichever is applicable, his death benefits
shall be those payable under provisions of the Corporation's
Group Supplemental Term Insurance program. This death benefit
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<PAGE> 170
coverage will be subject to such restrictions as may be
contained in the group life insurance contract in force from
time to time which the Corporation intends to maintain with a
recognized insurance company on the life of every Participant.
9.2 Upon the death of a Participant after his normal retirement
date but prior to actual retirement, any monthly benefit which
his designated Beneficiary would have been entitled to receive
had he actually retired on the day before his death, will be
paid to said Beneficiary in the manner and to the extent
provided in Section VI.
9.3 Upon the death of a Participant after his normal retirement
date and after his actual retirement date and after his actual
retirement, any death benefit payable to his designated
Beneficiary or to the executor or the administrator of his
estate shall be limited to any monthly benefits that may then be
unpaid, if any, as provided in Section VI.
9.4 Upon the death of a Participant after retirement at his early
retirement date, the death benefit, if any, payable to his
designated Beneficiary or to the executor or administrator of
his estate shall be limited to any monthly benefits that may
then be unpaid as provided in Section VI.
9.5 Notwithstanding the foregoing, if a Participant who was a
Participant under the Former Plan dies before his normal
retirement date, the death benefit payable to his estate shall
in no event be less than the death benefit provided under the
Former Plan as certified to the Insurance Company by the
Trustee.
9.6 a) A Participant who is employed during the period beginning on
the later of:
(i) The earliest date, as provided for in Section IV, on which
a Participant may elect to receive retirement benefits;
(ii) The first day of the 120th month beginning before the
Participant reaches Normal Retirement Age; or
(iii) The date on which the Participant begins participation,
will be given an opportunity to elect to have a survivor
benefit payable to his or her spouse in event of his or her
death prior to Normal Retirement Age under the Plan. Upon
retirement, the allowance payable to a Participant who has
made such election and, if applicable, to his spouse upon
his death after retirement, shall be reduced by an amount
which is of Equivalent Actuarial Value to the spouse's
allowance which would have been provided under such
election had he died prior to retirement. Upon the death
of such a Participant prior to his normal retirement date
or his retirement, whichever occurs first, an allowance
shall be payable to his surviving spouse, provided that he
and said spouse have been married throughout the one (1)
year period ending on the date of his death.
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<PAGE> 171
b) The "early survivor annuity" shall be equal to the allowance
which would have been payable to the spouse if the Participant
had retired on an early retirement allowance commencing on the
first day of the month preceding his date of death in
accordance with Sections 4.2 and 5.2.
The Administrative Committee shall give notice to each
Participant six (6) months prior to date he becomes eligible
as outlined above, as to the availability of the "early
survivor annuity" and a general explanation as to the
financial impact of making the election.
c) An election under this section shall become effective one (1)
year after the Participant's notice of election is received by
the Administrative Committee, but not earlier than the date on
which he first meets the age and service requirements for
early retirement. If the Participant or his spouse dies prior
to the time such election becomes effective, the election
shall thereby be revoked, except that if the Participant's
death is due to accidental causes and occurs after the date on
which he first meets the age and service requirements for
early retirement and such election was made prior to the
occurrence of the accident, the election shall become
effective as of the date of his death. A Participant may
revoke an election under this section either before or after
it becomes effective, an appropriate actuarial reduction shall
be made in his retirement allowance upon his subsequent
retirement.
SECTION X - ADMINISTRATIVE COMMITTEE AND ADMINISTRATION
10.1 The general administration of the Plan and the responsibility
for carrying out the provisions of the Plan shall be placed in
a Administrative Committee of not less that three (3) persons
appointed from time to time by the Board of Directors. Any
member of the Administrative Committee may resign by
delivering his written resignation to the Board of Directors
and the Secretary of the Administrative Committee.
10.2 The members of the Administrative Committee shall elect a
Chairman from their number and a Secretary who may be but need
not be one of the members of the Administrative Committee; may
appoint from their number such committees with such powers as
they shall determine; may authorize one or more of their
number or any agent to execute or deliver any instrument or
make any payment on their behalf; may retain counsel, employ
agents and provide for such clerical, accounting, actuarial
and consulting services as they may require in carrying out
the provisions of the Plan; may direct the Trustee in the
management of the assets of the Plan; may appoint one or more
investment managers to direct the Trustee in the management of
the assets of the Plan provided that such appointment shall be
of no effect unless approved by the Board of Directors; may
allocate among themselves or delegate to other persons all or
such portion of their duties hereunder, other than those
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<PAGE> 172
granted to the Trustee under the Trust instrument adopted for
use in implementing the Plan, as they, in their sole
discretion shall decide, provided that any such allocation or
delegation shall be of no effect unless approved by the Board
of Directors and shall be periodically reviewed by the
Administrative Committee.
10.3 The Administrative Committee shall hold meetings upon such
notice, at such place or places, and at such time or times as
it may from time to time determine.
10.4 Any act which the Plan authorizes or requires the
Administrative Committee to do may be done by a majority of
its members. The action of such majority expressed from time
to time by a vote at a meeting or in writing without a meeting
shall constitute the action of the Administrative Committee
and shall have the same effect for all purposes as if assented
to by all members of the Administrative Committee at the time
in office.
10.5 No member of the Administrative Committee shall receive any
compensation from the Plan for his services as such.
10.6 Subject to the limitations of the Plan, the Administrative
Committee from time to time shall establish rules for the
administration of the Plan and the transaction of its
business. The determination of the Administrative Committee
as to any disputed question shall be conclusive.
10.7 The Administrative Committee shall adopt from time to time
service and mortality tables and the rate or rates of interest,
compounded annually, which shall be used in all actuarial
calculations required in connection with the Plan. As an aid to
the Administrative Committee in adopting such tables and in
fixing the rates of the Company contributions payable to the
Plan, the actuary designated by the Administrative Committee
shall make annual actuarial valuations of the contingent assets
and liabilities of the Plan, and shall submit to the
Administrative Committee such tables and rates of contribution
as he recommends for use. The Administrative Committee shall
maintain accounts showing the fiscal transactions of the Plan,
and shall keep in convenient form such data as may be necessary
for actuarial valuations of the Plan. The Administrative
Committee shall submit a report each year to the Board of
Directors, giving a brief account of the operation of the Plan
during the past year, and a copy of such report shall be filed
in the office of the Plan, where it shall be open to inspection
by any member of the Plan.
10.8 The members of the Administrative Committee shall use that
degree of care, skill, prudence and diligence that a prudent man
acting in a like capacity and familiar with such matters would
use in his conduct of a similar situation.
<PAGE>
<PAGE> 173
SECTION XI - NON-ALIENATION OF BENEFITS
11.1 To the extent permitted by law, none of the benefits or
payments or proceeds of any contract arising out of or by
virtue of this Plan shall be subject to any claim or any legal
process by a creditor of a Participant or of any beneficiary,
and neither the Participant nor any beneficiary shall have the
right to anticipate, alienate, encumber or assign any of the
benefits, payments, proceeds, or avails arising out of the
Plan, other than pursuant to a "Qualified Domestic Relations
Order" pursuant to section 414(p) of the Code.
SECTION XII - PAYMENTS OF BENEFITS TO PERSON OTHER THAN DESIGNATED
BENEFICIARY
12.1 In the event that there shall be found, upon evidence
satisfactory to the Administrative Committee, that any person to
whom a retirement benefit is payable hereunder is unable to care
for his affairs because of illness or accident, any payment due
(unless prior claim therefor shall have been made by a guardian
or other legal representative) may be paid to the spouse,
parent, brother or sister or other party (including private or
public institutions) determined by the Administrative Committee
to have incurred expense for such person or otherwise entitled
to payment. Any such payment shall be a payment for the account
of the Participant, retired Participant or other Beneficiary and
shall be a complete discharge of any liability under the Plan
therefor.
SECTION XIII - RIGHTS AND OBLIGATIONS OF THE CORPORATION
13.1 The Corporation by action of its Board of Directors may amend
the Plan at any time and from time to time but no amendment
shall make it possible at any time prior to the satisfaction
of all liabilities under the Plan for any part of the Fund to
revert to the Corporation or to be used for or diverted to
purposes other than the exclusive benefit of Participants and
their Beneficiaries either by operation or termination of the
Plan, Deposit Administration Contract or the Trust, by power
of revocation or amendment, by collateral agreement or by any
other means, provided, however, that any funds remaining after
satisfaction of all liabilities under this Plan and due to
erroneous actuarial calculations shall be returned to the
Corporation.
13.2 The Plan shall not be deemed to constitute a contract between
any Employee and the Corporation or to be a consideration of
or for employment. Nothing in the Plan shall give any
Employee the right to be retained in the employ of the
Corporation. All Employees shall remain subject to discharge,
discipline or layoff without regard to the existence of the
Plan or their participation in it.
<PAGE>
<PAGE> 174
13.3 The Corporation hopes and expects to maintain this Plan as a
permanent and continuing retirement program but in order to
guard against unforeseen circumstances, the right to terminate
the Plan and discontinue all payments to the Trustee and/or on
account of any Deposit Administration Contract to provide
benefits hereunder is unconditionally reserved by the
Corporation.
13.4 The Corporation, by action of its Board of Directors, may
terminate the Plan for any reason at any time. In case of
termination of the Plan, or partial termination, the rights
of Participants to the benefits accrued under the Plan to the
date of such termination or discontinuance, to the extent then
funded, shall be non-forfeitable.
The funds of the Plan shall be used for the exclusive benefit of
Participants, spouses, former Participants, retired
Participants, Beneficiaries, and contingent annuitants under the
Plan as of the date of such termination or discontinuance of
contributions, except as otherwise provided herein and except
that any funds not required to satisfy all liabilities of the
Plan for benefits because of erroneous actuarial computation
shall be returned to the Corporation.
Upon the complete termination of the Plan, each Participant
employed by the Corporation shall have a fully vested and
nonforfeitable interest in his accrued benefit, as of the date
of termination, to the extent then funded. In such event, the
net assets of the Fund, after payment of all expenses incident
to the termination, shall be allocated among the Participants
and their spouses and beneficiaries in accordance with section
4044 of the Employee Retirement Income Security Act of 1974 and
applicable Pension Benefit Guaranty Corporation regulations,
subject to the approval of the Internal Revenue Service. The
Company, in its discretion, may determine to continue the Fund
for the purpose of paying out funded benefits to Participants
and their spouses and their beneficiaries upon the contingencies
and in the circumstances as set forth in the Plan, with such
modifications as may be necessary by reason of the termination,
or at any time may determine to terminate the Fund by the
distribution of all funded benefits through the purchase of
annuities or, if determined by the Company, lump sum payments or
any other lawful means, provided that any annuities purchased
shall include terms consistent with this Plan and that the lump
sum payments are of Equivalent Actuarial Value.
Upon any termination of the Plan that constitutes a partial
termination under applicable law, each affected Participant
shall have a fully vested and nonforfeitable interest in his
accrued benefit as of the date of the partial termination, to
the extent then funded. Benefits shall be paid to Participants
affected by the partial termination upon the contingencies and
in the circumstances as set forth in the Plan.
13.5 The annual payments to any Top-25 Employee (as described in
(b)) are restricted to an amount equal to the payments that
would be made on behalf of the Employee under a single life
annuity that is of Equivalent Actuarial Value to the sum of
the Employee's accrued benefit and the Employee's other
benefits under the Plan.
<PAGE>
<PAGE> 175
a) This restriction does not apply however if (1) after payment
to an employee described in (b) of all benefits described in
(c), the value of the Plan assets equals or exceeds 110% of
the value of current liabilities, as defined in section
412(l)(7) of the Code, or (2) the value of the benefits
described in (c) for an employee described in (b) is less than
1% of the value of such current liabilities.
b) Top-25 Employees - The employees whose benefits are restricted
on distribution include all highly compensated employees and
highly compensated former employes (see (d)), subject to the
limitation of the next sentence. In any one year, the total
number of employees whose benefits are subject to restriction
under this Section is limited to the group of 25 highly
compensated employees and highly compensated former employees
with the greatest Compensation as defined in (e).
c) "Benefit" Defined - For purposes of this Section, "benefit"
includes loans in excess of the amounts set forth in section
72(p)(2)(A) of the Code, any periodic income, any withdrawal
values payable to a living employee, and any death benefits
not provided for by insurance on the employee's life.
d) Highly Compensated - The term "highly compensated" has the
meaning given that term by section 414(q) of the Code.
e) Compensation - The term "compensation" has the same meaning as
Annual Earnings.
f) Other Exceptions - The provisions of this Section do not apply
if the Commissioner determines that such provisions are not
necessary to prevent the prohibited discrimination that may
occur in the event of an early termination of the Plan.
13.6 The Plan may not be merged or consolidated with, nor may its
assets or liabilities be transferred to, any other plan
unless each Participant, spouse, former Participant, retired
Participant, Beneficiary or contingent annuitant under the
Plan would, if the resulting plan were then terminated,
receive a benefit immediately after the merger, consolidation,
or transfer which is equal to or greater than the benefit he
would have been entitled to receive immediately before the
merger, consolidation, or transfer if the Plan had then
terminated.
SECTION XIV - MAXIMUM RETIREMENT BENEFITS
14.1 Maximum Benefit Limitation
--------------------------
(a) The maximum annual Pension payable to a Participant under the
Plan, when added to any pension attributable to contributions
of the Corporation or an Affiliated Employer Corporation
provided to the Participant under any other qualified defined
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<PAGE> 176
benefit plan, shall be equal to the lesser of (1) $90,000 or
(2) the Participant's average annual remuneration during the
three (3) consecutive calendar years of his participation in
the Plan affording the highest such average, or during all of
the years in which he was a Participant of the Plan if less
than three (3) years, subject to the following adjustments:
(i) If the Participant has not been a Participant of the Plan
for at least 10 years, the maximum annual Pension in
clause (1) above shall be multiplied by the ratio which
the number of years of his participation in the Plan bears
to 10. This adjustment shall be applied separately to the
amount of the Participant's Pension resulting from each
change in the benefit structure of the Plan, with the
number of the years of participation in the Plan being
measured from the effective date of each such change.
(ii) If the Participant has not completed 10 years of Vesting
Service, the maximum annual Pension in clause (2) above
shall be multiplied by the ratio which the number of years
of his Vesting Service bears to 10.
(iii) If the Pension begins before the Participant's social
security retirement age but on or after his 62nd birthday,
the maximum Pension in clause (1) above shall be reduced
by 5/9 of one percent for each of the first 36 months plus
5/12 of one percent for each additional month by which the
Participant is younger than the social security retirement
age at the date his Pension begins. If the Pension begins
before the Participant's 62nd birthday, the maximum
Pension in clause (1) above shall be of Equivalent
Actuarial Value to the maximum benefit payable at age 62
as determined in accordance with the preceding sentence.
(iv) If the Pension begins after the Participant's social
security retirement age, the maximum Pension in clause (1)
above shall be of Equivalent Actuarial Value to that
maximum benefit payable at the social security retirement
age.
(v) If the Participant's Pension is payable as a joint and
survivor Pension with his spouse as the Beneficiary, the
modification of the Pension for that form of payment shall
be made before the application of the maximum limitation,
and, as so modified, shall be subject to the limitation.
(vi) As of January 1 of each calendar year beginning on or
after January 1, 1988, the dollar limitation as determined
by the Commissioner of Internal Revenue for that calendar
year shall become effective as the maximum permissible
dollar amount of Pensions payable under the Plan during
the calendar year, including Pensions payable to the
Participants who retired prior to that calendar year, in
lieu of the dollar amount in clause (1) above.
<PAGE>
<PAGE> 177
(b) In the case of a Participant who is also a participant of a
defined contribution plan of the Corporation or an Affiliated
Employer Corporation, his maximum benefit limitation shall
not exceed an adjusted limitation computed as follows:
(i) Determine the defined contribution fraction.
(ii) Subtract the result of (i) from one (1.0).
(iii) Multiply the dollar amount in clause (1) of paragraph
(a) above by 1.25.
(iv) Multiply the amount described in clause (2) of paragraph
(a) above by 1.4.
(v) Multiply the lesser of the result of (iii) or the result
of (iv) by the result of (ii) to determine the adjusted
maximum benefit limitation applicable to the Participant.
(c) For purposes of this Section:
(i) the defined contribution fraction for a Participant who is
a participant of one or more defined contribution plans of
the Corporation or an Affiliated Employer Corporation
shall be a fraction the numerator of which is the sum of
the following:
(A) the Corporation's and Affiliated Employer Corporat-
ion's contributions credited to the Participant's
accounts under the defined contribution plan or plans,
(B) with respect to calendar years before 1987, the lesser
of the part of the Participant's contributions in
excess of 6 percent of his compensation or one-half
of his total contributions to such plan or plans, and
with respect to calendar years beginning after 1986,
all of the Participant's contributions to such plan or
plans, and
(C) any forfeitures allocated to his accounts under such
plan or plans, but reduced by any amount permitted by
regulations promulgated by the Commissioner of
Internal Revenue; and the denominator of which is the
lesser of the following amounts determined for each
year of the Participant's Vesting Service:
(D) 1.25 multiplied by the maximum dollar amount allowed by
law for that year; or
(E) 1.4 multiplied by 25% of the Participant's
remuneration for that year. At the direction of the
Administrative Committee, the portion of the
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<PAGE> 178
denominator of that fraction with respect to calendar
years ending before 1983 shall be computed as the
denominator of 1982, as determined under the law as
then in effect, multiplied by a fraction the numerator
of which is the lesser of:
(F) $51,875, or
(G) 1.4 multiplied by 25% of the Participant's remunera-
tion for 1981, and the denominator of which is the
lesser of:
(H) $41,500, or
(I) 25% of the Participant's remuneration for that
calendar year;
(ii) a defined contribution plan means a pension plan which
provides for an individual account for each participant
and for benefits based solely upon the amount contributed
to the participant's account, and any income, expenses,
gains and losses, and any forfeitures of accounts of other
participant's which may be allocated to that participant's
accounts, subject to (iii) below;
(iii) a defined benefit plan means any pension plan which is
not a defined contribution plan; however, in the case of
a defined benefit plan which provides a benefit which is
based partly on the balance of the separate account of a
participant, that plan shall be treated as a defined
contribution plan to the extent benefits are based on the
separate account of a participant and as a defined benefit
plan with respect to the remaining portion of the benefits
under the plan;
(iv) the term "remuneration" with respect to any Participant
shall mean all earnings as defined in Section 1.4 of this
Plan.
(v) the term "social security retirement age" with respect to
any Participant shall mean age 65 with respect to a
Participant who was born before January 1, 1938; age 66
with respect to a Participant who was born after December
31, 1937 and before January 1, 1955; and age 67 with
respect to a Participant who was born after December 31,
1954;
(vi) the term "Equivalent Actuarial Value" means the
equivalent value when computed on the basis of the 1963
George B. Buck Mortality Table, assuming 80% males and 20%
females, and interest at the rate of five (5) percent per
year, compounded annually; and
(vii) the term "Pension" means a benefit payable annually in
the form of a straight life annuity (with no ancillary
benefits) under a plan to which employees do not
contribute and under which no rollover contributions are
made.
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<PAGE> 179
(d) Notwithstanding the preceding paragraphs of this Section, a
Participant's annual Pension payable under this Plan, prior
to any reduction required by operation of paragraph (b)
above, shall in no event be less than
(i) the benefit that the Participant had accrued under the
Plan as of the end of the Plan Year beginning in 1982,
with no changes in the terms and conditions of the Plan on
or after July 1, 1982 taken into account in determining
that benefit, or
(ii) the benefit that the Participant had accrued under the
Plan as of the end of the Plan Year beginning in 1986,
with no changes in the terms and conditions of the Plan on
or after May 5, 1986 taken into account in determining
that benefit.
(e) For the purpose of this Section, if the accrued benefit of
any Participant exceeds the benefit limitations under Section
415 of the Code, as amended by TRA '86, said benefit is
reduced, as of the first limitation year beginning after
December 31, 1986 to the level permitted under TRA '86.
14.2 Top-Heavy Provisions
--------------------
a) For purposes of this Section, the Plan shall be "top-heavy"
with respect to any Plan Year beginning on or after January
1, 1984 if, as of the last day of the preceding Plan Year,
the present value of the cumulative Accrued Benefits under
the Plan for "key employees" exceeds 60 percent of the
present value of the cumulative Accrued Benefits under the
Plan for all Employees, determined as of the applicable
"valuation date". For purposes of this paragraph (a),
"valuation date" shall mean the date as of which annual plan
costs are or would be computed for minimum funding purposes
with respect to such preceding Plan Year. The determination
as to whether an Employee will be considered a "key employee"
shall be made in accordance with the provisions of Section
416(i) (1) and (5) of the Code and any regulations
thereunder, and, where applicable, on the basis of the
Employee's compensation from the Corporation as reported on
Form W-2 for the applicable Plan Year. The present value of
Accrued Benefits shall be computed in accordance with Section
416 (g) (3) and (4) (B) of the Code on the basis of the l963
GBB Mortality Table with interest of 5 percent.
For purposes of determining whether the Plan is top-heavy,
the present value of Accrued Benefits under the Plan will be
combined with the present value of Accrued Benefits or
account balances under any other qualified plan of the
Corporation or an Affiliated Corporation Employer including
consideration of any terminated Plan, including Keogh Plan in
which there are Participants who are key employees or which
enables the Plan to meet the requirements of Section
401(a)(4) or 410 of the Code, and, in the Corporation's
discretion, may be combined with present value of Accrued
Benefits of account balances under any other qualified plan
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<PAGE> 180
of the Corporation or an Affiliated Corporation Employer in
which all members are non-key employees if the contributions
or benefits under that other plan are at least comparable to
the benefits provided under this Plan.
For Plan years beginning after December 31, l984, the accrued
benefit of an employee, who has not performed any service for
the employer maintaining the Plan at any time during the
five-year period ending on the determination date, is
excluded from the calculation to determine top-heaviness.
When testing for "top-heavy" conditions non-proportional
subsidies, if applicable, shall be considered.
In any Plan year that the Plan is "top-heavy" the annual
compensation of each employee taken into account for such
plan year to determine compensation, or benefit shall not
exceed the first $200,000 of such compensation.
For the purpose of this section only, any determination, as
provided for above, shall use a 6-year graded vesting
schedule, as set out below:
6-Year Graded Vesting Schedule(1)
---------------------------------
Nonforfeitable
Years of Service Percentage
---------------- --------------
2 20
3 40
4 60
5 80
6 or more 100
(1) (If in any event this vesting schedule becomes effective any
Participant having not less than 3 years of service is
permitted to elect, within a reasonable period after the
effective date of such vesting provision to have his
nonforfeitable percentage computed under the Plan without
regard to the vesting schedule set out directly above.)
In any year that the Plan is "top-heavy" the minimum annual
benefit for each non-key employee's minimum annual benefit shall
be equal to the lesser of 20%, or 2% per year of service based
on each employee's average compensation for the five (5) highest
consecutive service years. An Employee who is eligible to
participate in any other benefit plan of the Employer shall have
his minimum benefit computed and recognized under this defined
benefit plan.
For the purpose of this section, each non-key employee who has
completed at least 1000 hours of service during an accrual
computation period shall accrue a minimum benefit, as set out
above, for the year in question.
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<PAGE> 181
Each plan of the Employer in which a "key employee" participates
(in the Plan year containing the date or any of the four (4)
preceding plan years) and each other plan which enables a "key
employee" to participate during the period tested to meet the
requirements of IRC 401 (a) (4), or 410(b) shall be aggregated
for top-heavy testing purposes and are considered the required
aggregation group.
For the purpose of this section, a "non-key" employee is an
employee who is not a key employee and if applicable may include
employees who are former "key-employees".
In the event that the above top-heavy provisions become
effective and the "non-key" employee is a Participant in any
other defined benefit Plan, defined contribution plan, such
benefit, or which have accrued in such other plans shall be
considered as an off-set to the minimum defined benefit as set
out above.
SECTION XV - MISCELLANEOUS
15.1 The headings and sub-headings in the Plan are inserted for
reference only and are not to be considered in the construction
of the provisions of the Plan.
15.2 The Plan may be executed in any number of counterparts, each
of which shall be deemed an original and all of which shall
constitute one and the same instrument sufficiently evidenced
by any one thereof.
15.3 The provisions of the Plan shall be interpreted in accordance
with federal laws and regulations and, except to the extent
preempted by federal law, in accordance with the laws of the
State of New York.
15.4 Conditions of Employment Not Affected by Plan
---------------------------------------------
The establishment of the Plan shall not confer any legal rights
upon any Employee or other person for a continuation of
employment, nor shall it interfere with the rights of the
Corporation to discharge any Employee and to treat him without
regard to the effect which that treatment might have upon him as
a Participant or potential Participant of the Plan.
In case any provisions of the Plan shall be held illegal or
invalid for any reason, such illegality or invalidity shall not
affect the remaining provisions of the Plan which shall remain
in full force and effect.
<PAGE>
<PAGE> 182
15.5 Lost Beneficiary
----------------
Any benefit payable under the Plan shall be forfeited if the
Corporation after reasonable effort is unable to locate the
Participant or beneficiary to whom payment is due. However, any
such forfeited benefit shall be reinstated and become payable if
a claim is made by the Participant or beneficiary for such
forfeited benefit.
SECTION XVI - DISTRIBUTIONS AFTER DECEMBER 31, 1992
16.1 This Section applies to distributions made on or after January
1, 1993. Notwithstanding any provision of the plan to the
contrary that would otherwise limit a distributee's election
under this section, a distributee may elect, at the time and in
the manner prescribed by the plan administrator, to have any
portion of an eligible rollover distribution paid directly to an
eligible retirement plan specified by the distributee in a
direct rollover.
16.2 Definitions
-----------
a) Eligible rollover distribution: An eligible rollover
distribution is any distribution of all or any portion of the
balance to the credit of the distributee, except that an
eligible rollover distribution does not include any
distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made
for the life (or life expectancy) of the distributee or the
joint lives (or joint life expectancies) of the distributee
and the distributee's designated beneficiary, or for a
specified period of ten years or more; any distribution to
the extent such distribution is required under section
401(a)(9) of the Code; and the portion of any distribution
that is not includible in gross income (determined without
regard to the exclusion for net unrealized appreciation with
respect to employer securities).
b) Eligible retirement plan: An eligible retirement plan is an
individual retirement account described in section 408(a) of
the Code, an individual retirement annuity described in
section 408(b) of the Code, an annuity plan described in
section 403(a) of the Code, or a qualified trust described in
section 401(a) of the Code, that accepts the distributee's
eligible rollover distribution. However, in the case of an
eligible rollover distribution to the surviving spouse, an
eligible retirement plan is an individual retirement account
or individual retirement annuity.
c) Distributee: A distributee includes an employee or former
employee. In addition, the employee's or former employee's
surviving spouse and the employee's or former employee's
spouse or former spouse who is the alternate payee under a
qualified domestic relations order, as defined in section
414(p) of the Code, are distributees with regard to the
interest of the spouse or former spouse.
<PAGE>
<PAGE> 183
d) Direct rollover: A direct rollover is a payment by the plan
to the eligible retirement plan specified by the distributee.
(NOTE: TABLE 1 ATTACHED HERETO, i.e., JOINT AND SURVIVOR FACTORS, IS
INCORPORATED HEREIN BY REFERENCE.)
IN WITNESS WHEREOF, the Company has caused these present to be
executed by its duly authorized Officer.
By: Ross K. Colquhoun
--------------------------------------
Ross K. Colquhoun
President and Chief Executive
Officer
<PAGE>
<PAGE>
<PAGE> 184
Exhibit 11
Statement Re: Computation of Per-Share Earnings
Year ended December 31,
1993 1992 1991
---- ---- ----
(In thousands except per-share data.)
Primary
Average shares outstanding 6,023 6,011 6,009
Net effect of dilutive stock
options-based on the treasury
stock method using average
market price 58 38 -
------ ------ -------
Total 6,081 6,049 6,009
====== ====== =======
Net income (loss) $5,007 $3,961 $(1,525)
====== ====== =======
Per-share amount $ 0.82(1) $ 0.65(1) $( 0.25)
====== ====== =======
Fully Diluted
Average shares outstanding 6,023 6,011 6,009
Net effect of dilutive stock
options-based on the treasury
stock method using the year-
end market price, if higher
than average market price 58 48 -
Assumed conversion of 6.50%
convertible subordinated
debentures 144 - -
------ ------ -------
Total 6,225 6,059 6,009
====== ====== =======
Net income (loss) 5,007 3,961 (1,525)
Add 6.50% convertible
subordinated debenture
interest, net of federal
income tax effect 116 - -
------ ------ -------
Total $5,123 $3,961 $(1,525)
====== ====== =======
Per-share amount $ 0.82 $ 0.65 $( 0.25)
====== ====== =======
------------
(1) Per share amounts reported in the consolidated financial statements
of $0.83 for 1993 and $0.66 for 1992 excluded the net effect of
dilutive stock options as the aggregate dilution from these
securities was immaterial (less than three percent of earnings
per common share outstanding).
<PAGE>
<PAGE>
<PAGE> 185
EXHIBIT 21
SUBSIDIARIES OF THE RAYMOND CORPORATION (a)
Percentage of State or Other
Voting Securities Jurisdiction in
Owned Which Organized
----------------- ---------------
The Raymond Export Corporation 100 (b) U.S. Virgin
Islands
Raymond Handling Concepts Corporation 74 (c) California
(subsidiary of Raymond Sales Corporation)
R.H.E. Ltd. 100 (b) Canada
Raymond Industrial Equipment, Limited 100 (b) Canada
(subsidiary of R.H.E. Ltd.)
Raymond Leasing Corporation 100 (b) Delaware
Raymond Production Systems Corp. 100 (b) California
Raymond Rental Corporation 100 (b) New York
(subsidiary of Raymond Leasing Corporation)
Raymond Sales Corporation 100 (b) New York
Raymond Transportation Corporation 100 (b) New York
Welch Equipment Company, Inc. 100 (c) Colorado
(a) Unless otherwise noted, the Registrant is the Parent of the
above listed company.
(b) Included in consolidated financial statements.
(c) Included in consolidated financial statements on an equity basis.
<PAGE>
<PAGE>
<PAGE> 186
Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in this Annual
Report (Form 10-K) of The Raymond Corporation and subsidiaries of
our report dated February 8, 1994, included in the 1993 Annual
Report to Shareholders of The Raymond Corporation and subsidi-
aries.
Our audit also included the financial statement schedules of The
Raymond Corporation and subsidiaries listed in Item 14(a). These
schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits. In
our opinion, the financial statement schedules referred to above,
when considered in relation to the basic financial statements
taken as a whole, present fairly in all material respects to the
information set forth therein.
We also consent to the incorporation by reference in the Regis-
tration Statement (Form S-8 No. 33-63806) pertaining to The
Raymond Corporation Savings Plan and in the Registration State-
ment (Form S-3 No. 33-71480) pertaining to The Raymond Corpora-
tion 6.5% Convertible Subordinated Debentures Due 2003 of our
report dated February 8, 1994, with respect to the consolidated
financial statements incorporated herein by reference, and our
report included in the preceding paragraph with respect to the
financial statement schedules included in this Annual Report
(Form 10-K) of The Raymond Corporation and subsidiaries.
/S/ Ernst & Young
Syracuse, New York
March 28, 1994
<PAGE>
<PAGE>
<PAGE> 187
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, directors of The Raymond Corporation
("Corporation"), hereby constitute and appoint Paul J. Sternberg and
William B. Lynn, or either of them, their respective true and lawful
attorneys and agents, each with full power and authority to act as
such without the other, to sign the name of the undersigned to the
Corporation's fiscal 1993 Annual Report on Form
10-K, and to any amendment thereto, to be filed with the Securities
and Exchange Commission under the Securities Exchange Act of 1934 and
the related rules and regulations thereunder, the undersigned hereby
ratifying and confirming all that said attorneys and agents, of
either one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have signed and delivered
these presents as of this 5th day of March, 1994.
/s/ Ross K. Colquhoun /s/ Arthur M. Richardson
------------------------------ ----------------------------------
Ross K. Colquhoun, Arthur M. Richardson, Director
President, Chief Executive
Officer and Director
/s/ George G. Raymond, Jr. /s/ M. Richard Rose
------------------------------ ----------------------------------
George G. Raymond, Jr. Dr. M. Richard Rose, Director
Chairman of the Board
/s/ Christian D. Gibson /s/ Daniel F. Senecal
------------------------------ ----------------------------------
Christian D. Gibson, Director Daniel F. Senecal, Director
/s/ John E. Mott /s/ Robert L. Tarnow
------------------------------ ----------------------------------
John E. Mott, Director Robert L. Tarnow, Director
/s/ Michael R. Porter /s/ Lee J. Wolf
------------------------------ ----------------------------------
Michael R. Porter, Director Lee J. Wolf, Director
<PAGE>
<PAGE>
<PAGE> 188
====================================================================
RAYMOND LEASING CORPORATION
SENIOR NOTE AGREEMENT
Dated as of March 1, 1987
Re:
$20,000,000 8.75% Senior Notes due March 1, 1997
====================================================================
<PAGE>
<PAGE> 189
TABLE OF CONTENTS
Page
----
SECTION 1. PURCHASE AND SALE OF NOTES................... 1
1.1. Issue of Notes............................... 1
1.2. The Closings................................. 2
1.3. Failure to Deliver........................... 2
1.4. Expenses, Stamp Tax Indemnity................ 2
SECTION 2. WARRANTIES AND REPRESENTATIONS OF THE COMPANY 3
2.1. Subsidiaries, Affiliates, Operating Agreement
and Raymond Agreement........................ 3
2.2. Corporate Organization and Authority......... 3
2.3. Business..................................... 4
2.4. Financial Statements......................... 4
2.5. Full Disclosure.............................. 5
2.6. Pending Litigation........................... 5
2.7. Title to Properties.......................... 5
2.8. Patents and Trademarks....................... 5
2.9. Sale is Legal and Authorized................. 5
2.10. No Defaults.................................. 6
2.11. Governmental Consent......................... 6
2.12. Taxes........................................ 6
2.13. Use of Proceeds.............................. 7
2.14. Private Offering............................. 7
2.15. Compliance with Law.......................... 7
2.16. Indebtedness................................. 7
2.17. Restrictions on Company and Raymond.......... 8
2.18. Employee Retirement Income Security Act
of 1974................................... 8
SECTION 3. REPRESENTATIONS OF PURCHASER................. 8
3.1. Purchase for Investment..................... 8
3.2. ERISA....................................... 9
SECTION 4. CLOSING CONDITIONS............................ 9
4.1. Opinions of Counsel.......................... 9
4.2. Warranties and Representations True as of
Closing Date.............................. 9
4.3. Compliance with this Agreement............... 9
4.4. Officers' Certificate........................ 9
4.5. Legality..................................... 10
4.6. Proceedings Satisfactory..................... 10
4.7. Concurrent Sale to Other Purchasers...... 10
4.8. Raymond Agreement............................ 10
<PAGE>
<PAGE> 190
SECTION 5. PURCHASER'S SPECIAL RIGHTS................... 10
5.1. Direct Payment............................... 10
5.2. Delivery Expenses............................ 11
SECTION 6. PREPAYMENTS.................................. 11
6.1. Required Prepayments......................... 11
6.2. Optional Prepayments......................... 11
6.3. Notice of Optional Prepayment................ 12
6.4. Partial Prepayment Pro Rata.................. 13
6.5. Surrender of Notes on Prepayment............. 13
SECTION 7. REGISTRATION: SUBSTITUTION OF NOTES......... 13
7.1. Registration of Notes........................ 13
7.2. Exchange of Notes............................ 13
7.3. Replacement of Notes......................... 14
SECTION 8. PRIORITY OF NOTES............................ 14
SECTION 9. COMPANY BUSINESS COVENANTS................... 14
9.1. Punctual Payment and Maintenance of Office... 14
9.2. Prompt Payment of Taxes and Indebtedness..... 15
9.3. Conduct of Business; Compliance with Laws.... 15
9.4. Maintenance of Properties and Leases......... 15
9.5. Insurance.................................... 16
9.6. Accounts and Reports......................... 16
9.7. Working Capital.............................. 16
9.8. Minimum Net Worth............................ 16
9.9. Restrictions on Indebtedness................. 16
9.10. Restrictions on Liens........................ 17
9.11. Restrictions on Investments.................. 18
9.12. Distributions................................ 19
9.13. Restrictions on Ownership of Equipment....... 20
9.14. Guarantees................................... 20
9.15. Merger or Consolidation or Sales of Assets... 20
9.16. Restrictions on the Issue and Sale of
Capital Stock............................. 20
9.17. Restrictions on Rentals...................... 20
9.18. Repurchase of Notes.......................... 21
9.19. Transactions with Affiliates................. 21
9.20. Miscellaneous Information.................... 21
9.21. Expenses..................................... 21
9.22. ERISA Compliance............................. 22
9.23. Partnerships................................. 22
<PAGE>
<PAGE> 191
SECTION 10. INFORMATION AND REPORTS TO BE FURNISHED BY
THE COMPANY............................... 22
SECTION 11. DEFAULTS...................................... 24
11.1. Events of Default............................. 24
11.2. Annulment of Defaults......................... 26
11.3. Notice of Default............................. 26
11.4. Waiver by Company............................. 27
11.5. Costs and Expenses........................ 27
11.6. Course of Dealing............................. 27
SECTION 12. AMENDMENTS, WAIVERS AND CONSENTS.............. 27
SECTION 13. DEFINITIONS................................... 28
SECTION 14. SURVIVAL OF COVENANTS......................... 33
SECTION 15. NOTICES, ETC.................................. 33
SECTION 16. REPRODUCTION OF DOCUMENTS..................... 33
SECTION 17. DATE.......................................... 34
SECTION 18. ENTIRE AGREEMENT.............................. 34
SECTION 19. PARTIES IN INTEREST........................... 34
SECTION 20. CONTROLLING LAW............................... 34
SECTION 21. HEADINGS...................................... 34
SIGNATURES...................................................... 35
SCHEDULE I - Names and Addresses of Purchasers
EXHIBIT A - Form of Senior Note
EXHIBIT B - Affiliates and Indebtedness
EXHIBIT C - Description of Company and Raymond
Counsel's Closing Opinion
EXHIBIT D - Description of Special Counsel's Closing
Opinion
EXHIBIT E - Form of Raymond Agreement
EXHIBIT F - Subordination Provisions Applicable to
Subordinated Indebtedness
<PAGE>
<PAGE> 192
RAYMOND LEASING CORPORATION
Greene, New York 13778
SENIOR NOTE AGREEMENT
Re: $20,000,000 8.75% Senior Notes due March 1, 1997
Dated as of
March 1, 1987
To the Purchaser named in
Schedule I which is a
signatory to this Agreement.
Dear Sirs:
RAYMOND LEASING CORPORATION, a Delaware
corporation (the "Company"), hereby agrees with you as follows:
SECTION 1
PURCHASE AND SALE OF NOTES
1.1 Issue of Notes.
The Company will authorize $20,000,000 aggregate
principal amount of its 8.75% promissory notes due March 1, 1997
(the "Notes"), each Note to be issued in the amount of $50,000 or
a multiple thereof, to be dated the date of issue, to bear
interest from said date on the unpaid principal balance thereof
(payable semi-annually on the first day of March and September in
each year beginning on the first of such dates after the issuance
thereof) at the rate of 8.75% per annum (computed on the basis of
a 360-day year of twelve 30-day months), to be expressed to
mature on March 1, 1997 and otherwise to be substantially in the
form of the Note set out in Exhibit A to this Agreement.
Simultaneously with the execution and delivery of
this Agreement the Company is entering into similar agreements
with the other purchasers named in Schedule I attached hereto
under which such other purchasers agree to purchase from the
Company, on the hereinafter described Closing Dates, Notes in the
respective principal amounts set opposite such purchasers' names
in said Schedule I. Your obligation hereunder and the obligations
of the other purchasers shall be several and not joint and no
purchaser shall be liable or responsible for the acts or defaults
of any other purchaser. You and the other purchasers named in
Schedule I are hereinafter collectively referred to as the
"Purchasers."
<PAGE>
<PAGE> 193
1.2 The Closings.
Subject to the terms and conditions and on the
basis of the representations and warranties hereinafter set
forth, the Company agrees to issue and sell to you and you agree
to purchase from the Company on the respective Closing Dates
indicated on Schedule 1, at a price equal to 100% of the
principal amounts thereof, Notes in the principal amounts set
opposite your name on Schedule 1.
The first closing will be on April 14, 1987, or
such other date as shall be mutually agreed upon (such date being
hereinafter referred to as the "First Closing Date").
The second closing will be on June 23, 1987, or
such other business day, not later than 90 days after the First
Closing Date, as the Company shall designate by not less than 30
days' prior written notice to the Purchasers (such date being
hereinafter referred to as the "Second Closing Date").
Delivery of the Notes on each Closing Date will be
made at the principal office of the Company in Greene, New York
at 10:00 a.m. Greene, New York time against payment to the
Company in Federal or other funds current and available at Irving
Trust Company, One Wall Street, New York, New York.
The Notes to be delivered to you on each Closing
Date will be delivered in the form of a Note or Notes in such
denominations and registered in your name or the name of such
nominee or nominees as you may specify at least three days prior
to the date fixed for delivery.
1.3 Failure to Deliver.
If on either Closing Date the Company fails to
tender to you the Notes to be purchased by you on such date or if
the conditions specified in Section 4 have not been fulfilled,
you may thereupon elect to be relieved of all further obligations
under this Agreement. Nothing in this Section shall operate to
relieve the Company from any of its obligations hereunder or to
waive any of your rights against the Company.
1.4 Expenses, Stamp Tax Indemnity.
Whether or not the transactions herein
contemplated shall be consummated, the Company agrees to pay
directly all of your out-of-pocket expenses in connection with
the preparation, execution and delivery of this Agreement and the
transactions contemplated hereby, including but not limited to
the reasonable charges and disbursements of Chapman and Cutler,
your special counsel, duplicating and printing costs and charges
for shipping the Notes, adequately insured to you at your home
office or at such other place as you may designate, and so long
as you hold any of the Notes, all such expenses relating to any
amendment, waivers or consents pursuant to the provisions hereof.
The Company also agrees that it will pay and save you harmless
against any and all liability with respect to stamp and other
taxes, if any, which may be payable or which may be determined to
be payable in connection with the execution and delivery of this
Agreement or the Notes, whether or not any Notes are then
outstanding. The Company agrees to protect and indemnify you
against any liability for any and all brokerage fees and
commissions payable to any Person in connection with the
transactions contemplated by this Agreement.
<PAGE>
<PAGE> 194
The obligations of the Company under this
Section 1.4 shall survive the payment or prepayment of the Notes
and the termination of this Agreement.
SECTION 2
WARRANTIES AND REPRESENTATIONS OF THE COMPANY
The Company warrants and represents to you that:
2.1 Subsidiaries, Affiliates, Operating Agreement and
Raymond Agreement.
The Company is a wholly-owned subsidiary of The
Raymond Corporation, a New York corporation ("Raymond"). The
Company does not have any subsidiaries. Exhibit B to this
Agreement states the name of each of the Company's corporate or
joint venture Affiliates and the nature of the affiliation. The
Operating Agreement has been duly authorized by all necessary
corporate action on the part of Raymond and the Company (no
action by the stockholders of either of such corporations being
required by law, by their respective charter documents or
By-Laws, or otherwise), has been duly executed and delivered by
Raymond and the Company, and is a legal and binding obligation of
Raymond and the Company enforceable in accordance with its terms
except as such terms may be limited by bankruptcy, insolvency or
similar laws and legal and equitable principles affecting or
limiting the enforceability of creditors' rights generally. The
Raymond Agreement has been duly authorized by all necessary
corporate action on the part of Raymond (no action by the
stockholders of such corporation being required by law, by its
charter documents or By-Laws, or otherwise), has been duly
executed and delivered by Raymond, and is a legal and binding
obligation of Raymond enforceable in accordance with its terms
except as such terms may be limited by bankruptcy, insolvency or
similar laws and legal and equitable principles affecting or
limiting the enforceability of creditors' rights generally.
2.2 Corporate Organization and Authority.
The Company and Raymond and each of Raymond's other subsidiaries,
(a) is a corporation duly organized, validly
existing and in good standing under the laws of its jurisdiction
of incorporation,
(b) has all requisite power and authority and all
necessary licenses and permits to own and operate its Properties
and to carry on its business as now conducted and as presently
proposed to be conducted, and
(c) is duly authorized and has (except in certain
cases where, by reason of the amounts involved or the nature of
the activities conducted, the Company or Raymond has deemed such
qualification to be impractical) duly qualified to do business
and is in good standing as a foreign corporation in each
jurisdiction where the character of its Properties or the nature
of its activities makes such qualification necessary.
<PAGE>
<PAGE> 195
2.3 Business.
The Company has caused to be delivered to you a
copy of a memorandum with respect to the private placement of
senior notes of the Company dated November 1986 and prepared by
Prudential-Bache Securities Inc. (the "Memorandum") which sets
forth a description, correct in all material respects, of the
business conducted and proposed to be conducted by the Company
and by Raymond and Raymond's subsidiaries.
2.4 Financial Statements.
(a) The statements of financial position of the
Company as of December 31 in the years 1981, 1982, 1983, 1984 and
1985 and the related statements of income, shareholders' equity
and changes in financial position for the fiscal years ended on
such dates, in each case accompanied by reports thereon
containing opinions without qualification, except as therein
noted, by Ernst & Whinney, independent certified public
accountants, copies of which have been delivered to you, have
been prepared in accordance with generally accepted accounting
principles consistently applied and present fairly the financial
position of the Company as of such dates and the results of its
operations for such periods. The statement of financial position
of the Company as of September 30, 1986 and the related
statements of income and shareholders' equity for the nine month
fiscal period ended on such date, copies of which have been
delivered to you, present fairly the financial position of the
Company as of such date and the results of its operations for
such period.
(b) The consolidated statements of financial
position of Raymond and its subsidiaries as of December 31 in
each of the years 1981, 1982, 1983, 1984 and 1985 and the related
statements of income, shareholders' equity and changes in
financial position for the fiscal years ended on such dates, in
each case accompanied by reports thereon containing opinions
without qualification, except as therein noted, by Ernst &
Whinney, independent certified public accountants, copies of
which have been delivered to you, have been prepared in
accordance with generally accepted accounting principles
consistently applied and present fairly the financial condition
of Raymond and such subsidiaries as of such dates and the results
of their operations for such periods. The consolidated statement
of financial position of Raymond and its subsidiaries as of
September 30, 1986 and the related statements of income,
shareholders' equity and changes in the financial position for
the nine month fiscal period ended on such date, copies of which
have been delivered to you, present fairly the financial position
of Raymond and such subsidiaries as of such date and the results
of their operations for such period. All of the above-described
consolidated financial statements include the accounts of all
subsidiaries of Raymond for the respective periods during which a
subsidiary relationship has existed.
(c) Since December 31, 1985, there has been no
material adverse change in the condition, financial or otherwise
(i) of the Company as shown on the statement of financial
position as of such date, or (ii) of Raymond and its subsidiaries
(other than the Company), taken as a whole, as shown on the
consolidated statement of financial position as of such date.
<PAGE>
<PAGE> 196
2.5 Full Disclosure.
Neither the Memorandum nor the financial
statements referred to in Section 2.4, nor any written statement
furnished by, or on behalf of, the Company to you in connection
with the negotiation of the sale of the Notes, contains any
untrue statement of a material fact or omits a material fact
necessary to make the statements contained therein or herein not
misleading. There is no fact which the Company has not disclosed
to you in writing which materially affects adversely nor, so far
as the Company can now foresee, will materially affect adversely
the Properties, business, prospects, profits or condition
(financial or otherwise) of the Company or of Raymond and its
other subsidiaries, taken as a whole, or the ability of the
Company to perform this Agreement.
2.6 Pending Litigation.
In the ordinary course of its business Raymond has
been subjected to several product liability claims. The
potential liability of Raymond under such claims has been fully
insured or, in the opinion of the auditors referred to in Section
2.4(b) above, adequately reserved against. Neither such claims
nor any other proceedings pending or, to the knowledge of the
Company, threatened against or affecting the Company or Raymond
or any of Raymond's other subsidiaries in any court or before any
governmental authority or arbitration board or tribunal involves
the possibility of materially and adversely affecting the
Properties, business, prospects, profits or condition (financial
or otherwise) of the Company or of Raymond and its other
subsidiaries, taken as a whole, or the ability of the Company to
perform this Agreement or the Operating Agreement, or the ability
of Raymond to perform the Operating Agreement or the Raymond
Agreement. Neither the Company nor Raymond nor any of Raymond's
other subsidiaries is in default with respect to any order of any
court, governmental authority or arbitration board or tribunal.
2.7 Title to Properties.
The Company and Raymond and each of Raymond's
other subsidiaries, has good and marketable title in fee simple
(or its equivalent under applicable law) to all the real
Property, and has good title to all the other Property, it
purports to own, including that reflected in the most recent
balance sheet referred to in Section 2.4 (except as sold or
otherwise disposed of in the ordinary course of business). All
such Property owned by the Company is free from Liens not
permitted by Section 9.10.
2.8 Patents and Trademarks.
The Company and Raymond and each of Raymond's
other subsidiaries, owns or possesses all the patents,
trademarks, service marks, trade names, copyrights, licenses and
rights with respect to the foregoing which to the best knowledge
of the Company are necessary for the present and planned future
conduct of its and their business, without any known conflict
with the rights of others.
2.9 Sale is Legal and Authorized.
The sale of the Notes by the Company, the
compliance by the Company with all of the provisions of this
Agreement, the Operating Agreement and of the Notes and the
compliance by Raymond with all of the provisions of the Operating
Agreement and the Raymond Agreement:
<PAGE>
<PAGE> 197
(a) are within the corporate powers of the
Company and Raymond; and
(b) have duly been authorized by the Company and
Raymond and are legal and will not conflict with nor result in
any breach in any of the provisions of, or constitute a default
under, or result in the creation of any Lien upon any Property of
the Company or Raymond under the provisions of any agreement,
charter instrument, by-law or other instrument to which the
Company or Raymond is a party or by which either of them may be
bound.
2.10 No Defaults.
No event has occurred and no condition exists
which, upon the issuance of the Notes, would constitute a Default
or an Event of Default. Neither the Company nor Raymond nor any
of Raymond's other subsidiaries is in violation in any material
respect of any term of any agreement, charter instrument, by-law
or other instrument to which it is a party or by which it may be
bound.
2.11 Governmental Consent.
Neither the nature of the Company or Raymond or
any of Raymond's other subsidiaries, or of any of their
respective businesses or Properties, nor any relationship between
the Company or Raymond or any of Raymond's other subsidiaries and
any other Person, nor any circumstance in connection with the
offer, issue, sale or delivery of the Notes is such as to require
a consent, approval or authorization of, or filing, registration
or qualification with, any governmental authority on the part of
the Company as a condition to the execution and delivery of this
Agreement, the Raymond Agreement or the offer, issue, sale or
delivery of the Notes.
2.12 Taxes.
All tax returns required to be filed by the
Company or Raymond or any of Raymond's other subsidiaries in any
jurisdiction have in fact been filed, and all taxes, assessments,
fees and other governmental charges upon the Company or Raymond
or any of Raymond's other subsidiaries, or upon any of their
respective Properties, income or franchises, shown to be due and
payable on said returns have been paid to the extent such taxes,
assessments, fees and charges have become due and payable.
Neither the Company nor Raymond or any of Raymond's other
subsidiaries knows of any proposed additional tax assessments
against it. The Federal income tax liability of Raymond and its
subsidiaries (including the Company) has been finally determined
by the Internal Revenue Service and satisfied for all taxable
years up to and including the taxable year ended December 31,
1982, and no material controversy in respect of additional
income taxes due is pending or, to the knowledge of the Company,
threatened. The provisions for taxes on the books of Raymond and
its subsidiaries (including the Company) are adequate for all
open years, and for its current fiscal period.
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2.13 Use of Proceeds.
The Company will apply the proceeds from the sale
of the Notes to the payment of certain outstanding Indebtedness
(none of which was incurred for the purpose of purchasing or
carrying Securities) and will use the balance thereof for working
capital. None of the transactions contemplated in this Agreement
(including, without limitation thereof, the use of the proceeds
from the sale of the Notes) will violate or result in a violation
of Section 7 of the Securities Exchange Act of 1934, as amended,
or any regulations issued pursuant thereto, including, without
limitation, Regulations G, T and X of the Board of Governors of
the Federal Reserve System, 13 C.F.R., Chapter II. The Company
does not own or intend to carry or purchase any "margin stock"
within the meaning of said Regulation G. None of the proceeds
from the sale of the Notes will be used to purchase, or refinance
any borrowing the proceeds of which were used to purchase, any
"security" within the meaning of the Securities Exchange Act of
1934, as amended.
2.14 Private Offering.
Neither the Company nor Prudential-Bache
Securities Inc. (the only Person authorized or employed by the
Company as agent, broker, dealer or otherwise in connection with
the offering or sale of the Notes or any similar Security of the
Company) has offered any of the Notes or any similar Security of
the Company for sale to, or solicited offers to buy any thereof
from, or otherwise approached or negotiated with respect thereto
with any Person other than you and the other Purchasers and not
more than 10 other institutional investors, each of whom was
offered a portion of the Notes at private sale for investment.
The Company agrees that neither the Company nor anyone acting on
its behalf will offer the Notes or any part thereof or any
similar Securities for issue or sale to, or solicit any offer to
acquire any of the same from, anyone so as to bring the issuance
and sale of the Notes within the provisions of Section 5 of the
Securities Act of 1933, as amended.
2.15 Compliance with Law.
Neither the Company nor Raymond nor any of
Raymond's other subsidiaries:
(a) is in violation of any laws, ordinances,
governmental rules or regulations to which it is subject; or
(b) has failed to obtain any licenses,
permits, franchises or other governmental authorizations
necessary to the ownership of its Property or to the conduct of
its business,
which violation or failure to obtain might materially adversely
affect the business, prospects, profits Properties or condition
(financial or otherwise) of the Company or of Raymond and its
other subsidiaries, taken as a whole.
2.16 Indebtedness.
Exhibit B attached hereto correctly describes all
Indebtedness for borrowed money of the Company outstanding on
February 28, 1987.
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2.17 Restrictions on Company and Raymond.
Neither the Company nor Raymond nor any of
Raymond's other subsidiaries is a party to any contract or
agreement, or subject to any charter or other corporate
restriction, which materially and adversely affects its business.
The Company is not a party to any contract or agreement which
restricts its right or ability to incur additional Indebtedness,
other than this Agreement and the agreements relating to the
Indebtedness described in Exhibit B attached hereto. The Company
has not agreed or consented to cause or permit in the future
(upon the happening of a contingency or otherwise) any of its
Property, whether now owned or hereafter acquired, to be subject
to a Lien not permitted by Section 9.10.
2.18 Employee Retirement Income Security Act of 1974.
The present value of all benefits vested under all
"employee pension benefit plans," as such term is defined in
Section 3 of ERISA, maintained by the Company or to which the
Company makes any contribution, as from time to time in effect
(herein called the "Pension Plans") did not, as of December 31,
1985, the last annual valuation date for which figures are
available, exceed the value of the assets of the Pension Plans
allocable to such vested benefits. The consummation of the
transactions herein provided for and compliance by the Company
with the provisions of this Agreement and the Notes will not
involve any "prohibited transaction" within the meaning of ERISA
or Section 4975 of the Internal Revenue Code, as amended. The
Company, its employee benefit plans and any trusts thereunder are
in substantial compliance with ERISA. Neither any of the
employee benefit plans maintained by the Company or to which the
Company makes any contribution nor any trusts thereunder have
been terminated or have incurred any "accumulated funding
deficiency," as such term is defined in Section 302 of ERISA
(whether or not waived), since the effective date of ERISA, nor
have there been any "reportable events," as that term is defined
in Section 4043 of ERISA, since the effective date of ERISA.
SECTION 3
REPRESENTATIONS OF PURCHASER
You represent to the Company that:
3.1 Purchase for Investment.
You are purchasing the Notes for your own account
for investment and with no present intention of distributing or
reselling the Notes or any part thereof, subject, nevertheless,
to any requirement of law that the disposition thereof by you
shall at all times be within your control and without prejudice
to your right at all times to sell or otherwise dispose of all or
any part of the Notes under a registration under the Securities
Act of 1933, or under an exemption from such registration
available under such Act. It is understood that, in making the
representations set out in Section 2.11, the Company is relying,
to the extent applicable, upon your representation as aforesaid.
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<PAGE> 200
3.2 ERISA.
No part of the funds to be used by you to pay the
purchase price of the Notes to be purchased by you hereunder
constitutes assets allocated to any separate account maintained
by you such that the application of such funds constitutes a
prohibited transaction under Section 406(a) of ERISA. As used in
this Section, the term "separate account" shall have the meaning
assigned to such term in Section 3 of ERISA.
SECTION 4
CLOSING CONDITIONS
Your obligation to purchase and pay for the Notes
to be delivered to you on each Closing Date shall be subject to
the following conditions precedent:
4.1 Opinions of Counsel.
You shall have received from Coughlin & Gerhart,
counsel for the Company and Raymond, and from Chapman and Cutler,
your special counsel, the closing opinions described in Exhibits
C and D to this Agreement.
4.2 Warranties and Representations True as of Closing Date.
(a) The warranties and representations contained
in Section 2 shall (except as affected by transactions
contemplated by this Agreement) be true in all material respects
on such Closing Date with the same effect as though made on and
as of that date.
(b) The Company shall not have taken any action
or permitted any condition to exist which would have been
prohibited by Section 9 if such Section had been binding and
effective at all times during the period from September 30, 1986,
to and including such Closing Date.
4.3 Compliance with this Agreement.
The Company shall have performed and complied with
all agreements and conditions contained herein which are required
to be performed or complied with by the Company before or on such
Closing Date.
4.4 Officers' Certificate.
You shall have received a certificate dated such
Closing Date and signed by the President or a Vice President and
the Treasurer or an Assistant Treasurer of the Company,
certifying that the conditions specified in Sections 4.2 and 4.3
have been fulfilled.
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<PAGE> 201
4.5 Legality.
The purchase of the Notes by you on such Closing
Date shall be permitted by applicable law and you shall have
received from the Company such information or other evidence as
you may reasonably request, to establish compliance with this
condition.
4.6 Proceedings Satisfactory.
All proceedings taken in connection with the sale
of the Notes and all documents and papers relating thereto shall
be satisfactory to you and your special counsel. You and your
special counsel shall have received copies of such documents and
papers as you or they may reasonably request in connection
therewith or as a basis for your special counsel's closing
opinion, all in form and substance satisfactory to you and your
special counsel.
4.7 Concurrent Sale to Other Purchasers.
Concurrently with the sale to you of the Notes on
each Closing Date, the Company shall sell the balance of the
Notes to be sold on the same Closing Date to the other Purchasers
named in Schedule I and, on the Second Closing Date, the Company
shall have sold, on the First Closing Date, all Notes then to be
sold as herein provided.
4.8. Raymond Agreement.
On or prior to the First Closing Date Raymond
shall have duly executed and delivered to you an agreement (the
"Raymond Agreement") to be dated as of March 1, 1987 and to be
substantially in the form attached hereto as Exhibit E.
SECTION 5
PURCHASER'S SPECIAL RIGHTS
5.1 Direct Payment.
Notwithstanding any provision to the contrary in
this Agreement or the Notes, the Company will pay all amounts
payable to you with respect to any Notes held by you or your
nominee, or owned by any other institutional holder which has
given written notice to the Company requesting that the
provisions of this Section shall apply (without any presentment
thereof and without any notation of such payment being made
thereon), in the manner and at the address specified in Schedule
I attached hereto or in such other manner or to such other
address in the United States as may be designated by you or such
subsequent holder in writing or, if a bank account is designated
for you in Schedule I hereto or in any written notice to the
Company from you or any such subsequent holder, the Company will
initiate such payments in immediately available funds to such
bank account before 10:00 a.m. New York, New York time. The
holder of any Notes to which this Section applies agrees that if
it sells or transfers any Note it will notify the Company of the
name and address of the transferee, and it will, prior to the
delivery of such Note, make a notation on such Note of the date
to which interest has been paid thereon and of the amount of any
prepayments made on account of the principal thereof.
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<PAGE> 202
5.2 Delivery Expenses.
If you surrender any Note to the Company pursuant
to this Agreement, the Company will pay the cost of delivering to
or from your home office or from or to the Company, insured to
your satisfaction, the surrendered Note and any Note issued in
substitution or replacement for the surrendered Note.
SECTION 6
PREPAYMENTS
6.1 Required Prepayments.
(a) The Company will prepay, and there shall
become due and payable, on March 1 in each year beginning on
March 1, 1991 and ending March 1, 1996, both inclusive (each such
March 1 being hereinafter referred to as a "Fixed Payment Date"),
$2,857,000 principal amount of the Notes. Each such prepayment
shall be at 100% of the principal amount prepaid, together with
interest accrued thereon to the date of prepayment.
(b) Neither the Company's exercise of any
prepayment option in Section 6.2 nor its repurchase of any Notes
shall reduce or otherwise affect its obligation to make any
prepayment required by Section 6.1(a).
6.2 Optional Prepayments.
(a) Without Premium. Subject to the provisions
of Section 6.2(c), the Company may, at its option, prepay the
outstanding Notes on any Fixed Payment Date by payment of the
principal amount of the Notes to be prepaid and accrued interest
thereon to the date of such prepayment and without premium;
provided however that (x) the principal amount of Notes subject
to prepayment pursuant to this paragraph (a) shall not exceed
$2,857,000 on any one Fixed Payment Date, and (y) the aggregate
principal amount of Notes subject to prepayment pursuant to this
paragraph (a) shall not exceed $6,666,667. In the event the
Company, in making a prepayment pursuant to the provisions of
this paragraph (a), elects to prepay a principal amount of the
Notes which is less than either (i) $2,857,000, or (ii) the
entire principal amount of Notes at the time outstanding, then
such prepayment shall be made in units of $100,000, or a multiple
thereof.
(b) With Premium. In addition to optional
prepayments pursuant to the provisions of Section 6.2(a), but
subject to the provisions of Section 6.2(c), the Company may also
prepay the Notes, in whole or in part, at any time on or after
March 1, 1992, in multiples of $100,000, by payment of the
principal amount of the Notes, or portion thereof to be prepaid,
and accrued interest thereon to the date of prepayment, together
with a premium equal to the applicable percentage of such
principal amount as follows:
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<PAGE> 203
If Prepayment is
Made During the
12-Month Period Applicable
Beginning March 1 Premium
----------------- ------------
1992 3.889%
1993 2.917%
1994 1.944%
1995 .972%
1996 None
(c) Limitation on Source of Funds. Notwithstanding
the foregoing provisions, none of the Notes may be prepaid, in
whole or in part, pursuant to the provisions of this Section 6.2,
as a part of a refunding or anticipated refunding operation by the
application, directly or indirectly, of funds derived from any issuance
of preferred stock or Indebtedness for borrowed money by the Company
or any Affiliate having (1) as the case may be, a fixed dividend or
interest rate resulting in an effective after tax cost to the issuer
(determined by standard financial practice) which is less than the
effective after tax cost to the Company of the Notes to be prepaid, or
(2) as of the date of proposed prepayment, a Weighted Average
Life to Maturity less than the remaining Weighted Average
Life to Maturity of the Notes to be prepaid.
The term "Weighted Average Life to Maturity" shall
mean (1) as applied to any Indebtedness for borrowed money at
any date, the number of years obtained by dividing (a) the then
outstanding principal amount of such Indebtedness into (b) the total of
the products obtained by multiplying (i) the amount of each then
remaining installment, sinking fund, serial maturity or other required
payment of principal, including payment at final maturity, in respect
thereof, by (ii) the number of years (calculated to the nearest
one-twelfth) which will elapse between such date and the making of such
payment, and (2) as applied to any preferred stock at any date, the
number of years obtained by dividing (x) the then involuntary liquidation
value of such preferred stock into (y) the total of the products
obtained by multiplying (i) the amount of each then remaining
installment, sinking fund or other required redemption, including
redemption at final maturity, in respect thereof by (ii) the number of
years (calculated to the nearest one-twelfth) which will elapse
between such date and the making of such redemption.
6.3 Notice of Optional Prepayment.
The Company will give notice of any optional
prepayment of the Notes to each holder of the Notes not less than
30 days nor more than 60 days before the date fixed for
prepayment, specifying (a) such date, (b) the section of this
Agreement under which the prepayment is to be made, (c) the principal
amount of the holder's Notes to be prepaid on such date, and
(d) the premium, if any, and accrued interest applicable to
the prepayment. Notice of prepayment having been so given, the
aggregate principal amount of the Notes specified in such notice,
together with the premium, if any, and accrued interest thereon
shall become due and payable on the prepayment date.
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6.4 Partial Prepayment Pro Rata.
If there is more than one holder of the Notes, the
aggregate principal amount of each required or optional partial
prepayment of the Notes pursuant to the provisions of Sections
6.1 or 6.2 hereof shall be allocated in units of $1,000 or
multiples thereof among the holders of the Notes at the time
outstanding in proportion, as nearly as practicable, to the
respective unpaid principal amounts of the Notes then
outstanding, with adjustments, to the extent practicable, to
equalize for any prior prepayments not in such proportion. For
the purpose of this Section 6.4 only, any Notes repurchased by
the Company shall be deemed to be outstanding and the Company
shall be deemed to be the holder thereof.
6.5 Surrender of Notes on Prepayment.
Upon any partial prepayment of a Note, such Note
may, at the option of the holder thereof, be (a) surrendered to
the Company pursuant to Section 7.2 in exchange for a new Note in
a principal amount equal to the principal amount remaining unpaid
on the surrendered Note, or (b) made available to the Company for
notation thereon of the portion of the principal so prepaid. In
case the entire principal amount of any Note is prepaid, such
Note shall be surrendered to the Company for cancellation and
shall not be reissued and no Note shall be issued in lieu of the
prepaid principal amount of any Note.
SECTION 7
REGISTRATION: SUBSTITUTION OF NOTES
7.1 Registration of Notes.
The Company shall cause to be kept at its
principal office, maintained pursuant to Section 9.1, a register
for the registration and transfer of Notes. The names and
addresses of the holders of Notes, the transfer thereof and the
names and addresses of the transferees of Notes shall be
registered in the register. The Person in whose name any Note
shall be registered shall be deemed and treated as the owner and
holder thereof for all purposes of this Agreement, and the
Company shall not be affected by any notice or knowledge to the
contrary.
7.2 Exchange of Notes.
Upon surrender of any Note at the office of the
Company maintained pursuant to Section 9.1, the Company, at the
request of the holder thereof, will execute and deliver, at the
Company's expense (except as provided below), new Notes in
exchange, in denominations of at least $50,000 (except as may be
necessary to reflect any principal amount not evenly divisible by
$50,000), in an aggregate principal amount equal to the unpaid
principal amount of the surrendered Note. Each such new Note
shall be payable to such Person as such holder may request and
shall be substantially in the form of the Note set out in Exhibit
A. Each such new Note shall be dated and bear interest from the
date to which interest has been paid on the surrendered Note.
The Company may require payment of a sum sufficient to cover any
stamp tax or governmental charge imposed in respect of any
transfer.
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7.3 Replacement of Notes.
Upon receipt by the Company of evidence reasonably
satisfactory to it of the ownership of, and the loss, theft,
destruction or mutilation of, any Note and
(a) in the case of loss, theft or destruction, of
indemnity reasonably satisfactory to it (provided, if the holder
of the Note is an institutional investor, its own agreement of
indemnity shall be deemed to be satisfactory), or
(b) in the case of mutilation, upon surrender and
cancellation thereof,
the Company at its expense will execute and deliver in lieu
thereof, a new Note of like tenor, dated and bearing interest
from the date to which interest has been paid on such lost,
stolen, destroyed or mutilated Note.
SECTION 8
PRIORITY OF NOTES
The Indebtedness of the Company evidenced by the
Notes shall rank on a parity with all other Senior Indebtedness
of the Company and the Company will at all times maintain all
Subordinated Indebtedness from time to time outstanding as
subordinate and junior to the Indebtedness evidenced by the Notes
and all other Indebtedness to which the same purports to be
subordinate and junior as set forth in the instrument or
instruments evidencing such Subordinated Indebtedness or pursuant
to which the same is issued.
SECTION 9
COMPANY BUSINESS COVENANTS
The Company covenants that on and after the First
Closing Date, so long as any of the Notes are outstanding:
9.1 Punctual Payment and Maintenance of Office.
The Company will duly and punctually pay the
principal, interest and premium, if any, on the Notes in
accordance with the terms of this Agreement and of the Notes and
will maintain an office in the State of New York where notices,
presentations and demands in respect of this Agreement or the
Notes may be made upon it. Such office shall be maintained at
Greene, New York 13778 until such time as the Company shall so
notify the holders of the Notes of any change of such office
within such State.
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<PAGE> 206
9.2 Prompt Payment of Taxes and Indebtedness.
The Company will promptly pay and discharge, or
cause to be paid and discharged, when due and payable, all lawful
taxes, assessments and governmental charges or levies imposed
upon the income, profits, Property or business of the Company, as
well as claims for labor, material or supplies which if unpaid
might by law become a Lien upon any of its Property; provided,
however, that any such tax, assessment, charge, levy or claim
need not be paid if the validity thereof shall currently be
contested in good faith by appropriate proceedings and if the
Company shall have set aside on its books adequate reserves with
respect thereto; provided, further, in the case of any item of
the foregoing description involving in excess of $100,000, the
appropriateness of the proceedings shall be supported by an
opinion of the independent counsel responsible for such
proceedings and the adequacy of such reserves shall be supported
by the opinion of the independent accountants of the Company; and
provided, further, that the Company will pay all such taxes,
assessments, charges, levies or claims forthwith upon the
commencement of proceedings to foreclose any Lien which may have
attached as security therefor. The Company will promptly pay
when due, or in conformance with customary trade terms, all other
Indebtedness incident to operations of, and dividends declared
(within the limitations set forth in Section 9.12 hereof) by, the
Company.
9.3 Conduct of Business; Compliance with Laws.
The Company will continue directly (and not
through subsidiaries) to engage primarily in the business now
conducted by it, and not more than 10% of Gross Lease Receivables
shall relate to leases to, and not more than 10% of the Net Book
Value of Equipment subject to Operating Leases shall be rented
to, Persons who are citizens of, or have their principal place of
business in, or are incorporated or organized in, jurisdictions
other than the United States or Canada or any political
subdivision thereof. The Company will do all things necessary to
preserve, renew and keep in full force and effect and in good
standing its corporate existence and franchises necessary to
continue its business. The Company will comply with all
applicable laws, statutes, rules, regulations and orders of
governmental authorities, the non-compliance with which could
materially adversely affect its business, Properties, assets or
condition, financial or otherwise.
9.4 Maintenance of Properties and Leases.
The Company will (a) maintain in good repair,
working order and condition all Properties used or useful in its
business and from time to time will make or cause to be made all
appropriate repairs, renewals and replacements thereof, and (b)
comply with the provisions of all leases to which it is a party
or under which it occupies property so as to prevent any loss or
forfeiture thereof or thereunder; provided, however, that nothing
in this Section 9.4 shall prevent the Company from disposing of,
or discontinuing the operation and maintenance of, any such
Properties if such disposition or discontinuance is, in the
judgment of the Board of Directors of the Company, desirable in
the conduct of its business and is not in contravention of
Section 9.15 hereof.
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<PAGE> 207
9.5 Insurance.
The Company will make provision in its leases
which either will provide for satisfactory insurance against loss
of the leased Equipment or will provide other protection
satisfactory to the Company against loss of such Equipment.
9.6 Accounts and Reports.
The Company will keep true records and books of
account in which full, true and correct entries will be made of
all dealings or transactions in relation to its business and
affairs in accordance with generally accepted accounting
principles applied on a consistent basis.
9.7 Working Capital.
The Company will maintain a positive Working Capital figure.
9.8 Minimum Net Worth.
At the end of each fiscal year, the Net Worth of
the Company shall be not less than $10,000,000.
9.9 Restrictions on Indebtedness.
The Company will not create, incur, assume,
guarantee or be or remain liable, contingently or otherwise, with
respect to any Indebtedness other than the following:
9.9.1. Indebtedness in respect of (i) the
Notes, and (ii) Indebtedness of the Company outstanding on the
date hereof and described on Exhibit B attached hereto;
9.9.2. additional Subordinated Indebtedness of
the Company; provided, however, that the Company shall not become
so liable in respect of any such Subordinated Indebtedness
unless, at the time such Subordinated Indebtedness shall be
created, incurred, assumed or guaranteed, and after giving effect
thereto, the aggregate unpaid principal amount of Subordinated
Indebtedness shall not exceed 100% of the Net Worth of the
Company;
9.9.3. additional Senior Indebtedness of
the Company; provided, however, that the Company shall not become
so liable in respect of any such additional Senior Indebtedness
unless, at the time such additional Senior Indebtedness shall be
created, incurred, assumed or guaranteed, and after giving effect
thereto, the aggregate unpaid principal amount of Senior
Indebtedness shall not exceed 300% of the sum of (i) the Net
Worth of the Company plus (ii) the aggregate unpaid principal
amount of Subordinated Indebtedness;
9.9.4. Current Liabilities, other than for
money borrowed, of the Company incurred in the ordinary course of
business;
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<PAGE> 208
9.9.5. Indebtedness in respect of taxes,
assessments, governmental charges or levies and claims for labor,
materials and supplies to the extent that payment thereof shall
not at the time be required in accordance with Section 9.2
hereof, and Indebtedness secured by Liens permitted by Section
9.10.4 hereof; and
9.9.6. Indebtedness in respect of judgments or
awards which have been in force for less than the applicable
appeal period (or less than 60 days if that expires sooner) so
long as execution is not levied thereunder, or in respect of
which the Company shall in good faith be diligently prosecuting
an appeal or proceedings for review and in respect of which a
stay or execution shall have been obtained pending such appeal or
review;
provided, however, that the Company shall not become liable in
respect of any Funded Indebtedness unless, at the time any such
Funded Indebtedness shall be created, incurred, assumed or
guaranteed, and after giving effect thereto, the remainder of (x)
the aggregate unpaid principal amount of all Funded Indebtedness
of the Company less (y) the Net Worth of the Company shall not
exceed 55% of the Consolidated Net Worth of Raymond after
deducting therefrom the sum of all Investments by Raymond in the
Company to the extent that the total of such Investments exceeds
$2,000,000, but in computing the amount of such Investments,
Raymond's equity investment in the Company shall be as recorded
under the equity method of accounting.
9.10 Restrictions on Liens.
The Company shall not create or incur or suffer to
be created or incurred or to exist any Lien upon any of its
Property of any character, whether now owned or hereafter
acquired, or upon the income or profits therefrom, or transfer
any of such Property for the purpose of subjecting the same to
the payment of Indebtedness or performance of any other
obligation in priority to payment of its general creditors, or
acquire or agree or have an option to acquire any Property upon
conditional sale or other title retention agreement, device or
arrangement, or suffer to exist, for a period of more than 30
days after the same shall have been incurred, any Indebtedness
(other than Senior Indebtedness permitted by this Agreement)
against it which if unpaid might by law or upon bankruptcy or
insolvency, or otherwise, be given any priority whatsoever over
its general creditors, or sell, assign, pledge or otherwise
transfer any of its accounts receivable; provided, however, that
the Company may create or incur or suffer to be created or
incurred or to exist:
9.10.1 Attachments remaining undischarged for
not longer than 90 days from the making thereof;
9.10.2 Purchase money security interests
(which term shall include chattel mortgages, conditional sales
and any other title-retention devices) in, real estate or
tangible personal Property, or both, acquired by the Company
after the date hereof or such security interests in such Property
existing or created at the time of acquisition thereof, and the
renewal, extension or refunding of any such security interest in
an amount not exceeding the amount thereof remaining unpaid
immediately prior to such renewal, extension or refunding;
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provided, however, that the principal amount of Indebtedness
(whether or not assumed) secured by each such security
interest in each such item of Property shall not exceed
75% of the lesser of the cost or fair market value thereof (the
cost of any Property including all Indebtedness secured thereby
whether or not assumed), and that the principal amount of all
such Indebtedness so secured shall not exceed $250,000.
9.10.3 Liens in respect of judgments or awards to
the extent such judgments or awards are permitted as Indebtedness
by the provisions of paragraph 9.9.6 hereof;
9.10.4 Liens for taxes or assessments or governmental charges
or levies if payment shall not at the time be required to be made in
accordance with Section 9.2 hereof;
9.10.5 Liens in respect of pledges or deposits under workmen's
compensation laws or similar legislation and in respect of pledges or
deposits in connection with appeal and similar bonds incidental to
the conduct of litigation, mechanics', laborers', and materialmen's
and similar liens not then delinquent, and Liens incidental to the
conduct of the business of the Company which were not incurred in
connection with the borrowing of money or the obtaining of advances or
credits and do not in the aggregate materially detract from the value of
its Property or materially impair the use thereof in the operation of
its business.
9.10.6 Liens arising by operation of law to secure landlords,
lessors or renters under lease or rental agreements made by the Company
in the ordinary course of its business, and confined to the
premises or Property rented;
9.10.7 The rights of lessees under leases permitted by Section
9.14 hereof; and
9.10.8 Liens securing Indebtedness of the Company outstanding
on the date hereof and described in Exhibit B attached hereto.
In case any Property is subject to a Lien in violation of this
Section 9.10, the Company will make or cause to be made provision
whereby the Notes will be secured equally and ratably with all
other obligations secured thereby, and in any case the Notes
shall have the benefit, to the full extent that, and with such
priority as, the holders may be entitled thereto under applicable
law, of an equitable lien on such Property securing the Notes.
Such violation of this Section 9.10 shall constitute an Event of
Default hereunder whether or not any such provision is made
pursuant hereto.
9.11 Restrictions on Investments.
The Company will not have outstanding or acquire
for value or hold any Investments except:
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9.11.1 Investments in direct obligations of the United
States of America, or any agency thereof;
9.11.2 Investments in certificates of deposit in each case
maturing within one year from the date of acquisition and issued
by a bank or trust company organized under the laws of the United
States of America or any State thereof, having capital, surplus
and undivided profits aggregating at least $50,000,000 and which
bank or trust company (or the holding company of which such bank
or trust company is a subsidiary) has outstanding commercial
paper accorded the highest rating by Standard & Poor's
Corporation or Moody's Investors Services, Inc. (or other
nationally recognized credit rating agency of similar standing if
neither of such corporations is then in the business of rating
commercial paper);
9.11.3 Investments in commercial paper, maturing
within 270 days from the date of creation thereof and accorded
the highest rating by Standard & Poor's Corporation or Moody's
Investors Services, Inc. (or other nationally recognized credit
rating agency of similar standing if neither of such corporations
is then in the business of rating commercial paper;
9.11.4 Investments in mutual funds with (i) any bank
or trust company, or Subsidiary thereof, organized under the laws
of the United States of America or of any State thereof and
having a capital, surplus and undivided profits aggregating at
least $50,000,000 or (ii) any Securities broker which is a member
in good standing with the New York Stock Exchange which mutual
funds invest solely in investments of the type set forth in
Sections 9.11.1, 9.11.2, 9.11.3 above or in debt or preferred
stock Securities (other than certificates of deposit or
commercial paper), in each case maturing within one year from the
date of acquisition, provided that, in the case of investments in
such debt or preferred stock Securities, it shall be the
investment policy of such mutual fund to invest only in
Securities which are rated in one of the three highest categories
of a nationally recognized credit rating agency; and
9.11.5 Restricted Investments made within the
limitations set forth in Section 9.12 hereof.
9.12 Distributions.
The Company will not declare or make or incur any
liability to make any Distribution in respect of the capital
stock of the Company or make any Restricted Investment unless,
immediately after giving effect to the proposed Distribution or
Restricted Investment, the sum of (i) Distributions in respect of
its capital stock and (ii) Restricted Investments made and
actually outstanding on the date of determination for the period
subsequent to December 31, 1985, would not exceed 75% (less 100%
of deficits) of Adjusted Net Income accumulated after December
31, 1985. The Company will not authorize a Distribution on its
capital stock which is not payable within sixty days of
authorization. The Company will not authorize or make a
Distribution on the capital stock of the Company or make any
Restricted Investment if, after giving effect to the proposed
Distribution or Restricted Investment, a Default or an Event of
Default would exist, or the Company could not incur at least
$1.00 of additional Senior Indebtedness pursuant to Section 9.9.3
hereof.
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9.13 Restrictions on Ownership of Equipment.
The Company shall not purchase Equipment from
Raymond's dealers or from other manufacturers except for purposes
of leasing such equipment to third parties under Qualified
Leases; provided, however, that the Company may own Equipment
subject to Operating Leases with a Net Book Value equal, at any
one time, to no greater than 100% of the Company's Retained
Earnings.
9.14 Guarantees.
The Company will not become or be liable in
respect of any Guarantee other than Guarantees which constitute
sum certain obligations at the time such Guarantees are incurred.
9.15 Merger or Consolidation or Sales of Assets.
The Company will not become a party to any merger
or consolidation or sell, lease or otherwise dispose of 10% or
more of its assets or assets which have accounted for 10% or more
of the Company's Adjusted Net Income in the fiscal year then most
recently ended, except that any other corporation may be merged
or consolidated with the Company, if (a) the Company shall be the
surviving or resulting corporation or (b) the surviving
corporation is organized under the laws of a jurisdiction within
the United States, is engaged, either principally or otherwise,
in the same line of business as the Company and expressly assumes
in writing the due and punctual payment of the principal of and
premium, if any, and interest on the Notes, according to their
tenor, and the due and punctual performance and observance of all
covenants in the Notes, this Agreement and the Operating
Agreement to be performed by the Company, and Raymond expressly
acknowledges such merger or consolidation and the continuing
validity and binding effect of the Operating Agreement and the
Raymond Agreement; provided, however, that in either case
immediately after the effectiveness of any such merger or
consolidation, no Default or Event of Default shall have occurred
and be continuing and the Company would be permitted to incur at
least $1.00 of additional Senior Indebtedness pursuant to Section
9.9.3 hereof.
9.16 Restriction on the Issue and Sale of Capital Stock.
The Company will not issue or sell any shares of
its capital stock to any Person other than Raymond.
9.17 Restrictions on Rentals.
The Company will not enter into leases, as lessee,
for real or personal property except leases for real and personal
property which do not provide, in the aggregate, for annual
rental payments by the Company in excess of $150,000.
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9.18 Repurchase of Notes.
Neither the Company nor any Affiliate will,
directly or indirectly, purchase or make any offer to purchase
any Notes unless the Company or such Affiliate has offered to
purchase Notes, pro rata, from all Holders of the Notes and upon
the same terms. In case the Company purchases any Notes, such
Notes shall thereafter be cancelled and no Notes shall be issued
in substitution therefor.
9.19 Transactions with Affiliates.
The Company will not enter into any transaction,
including without limitation the purchase, sale or exchange of
Property or the rendering of any services, with any Affiliate
except in the ordinary course of and pursuant to the reasonable
requirements of the Company's business and upon fair and
reasonable terms not less favorable to the Company than would
obtain in a comparable arm's-length transaction with a Person not
an Affiliate.
9.20 Miscellaneous Information.
From time to time upon request, the Company will
furnish to you so long as you hold any of the Notes such
information regarding the business and affairs and conditions of
the Company and its Properties in such detail as may reasonably
be requested; and the Company covenants and agrees that any of
your authorized representatives shall have the right, subject to
applicable government regulations, to visit and inspect any of
the Properties of the Company, to examine and make copies of its
books of account and to discuss its affairs, finances and
accounts with, and be advised as to the same by, its officers and
independent public accountants (and by this provision the Company
authorizes said accountants to discuss the affairs, finances and
accounts of the Company), all at such reasonable times and
intervals as may be requested. Any information disclosed to such
authorized representatives and not otherwise publicly available
shall be held in confidence by you and used solely with respect
to matters relating to the outstanding Notes, provided that any
such information may be disclosed to any regulatory body, or to
any agency, authority or commission, to whose jurisdiction you
may be subject.
9.21 Expenses.
Whether or not the transactions contemplated
hereby shall be consummated, the Company will bear all expenses
(including fees and expenses of counsel referred to in Section
4.1 hereof and including any brokers' and finders' fees) in
connection with the preparation of this Agreement and the
issuance of any Note and the delivery (including shipping and
insurance charges) of any Note to your main office or, upon
surrender of any Note by you pursuant to the Agreement, from your
main office to the Company, and also in connection with any
amendment or modification of this Agreement. The Company will
pay or cause to be paid any taxes and interest and penalties, if
any, with respect to the issue of the Notes, and will indemnify
and save you and any Holder of the Notes harmless from any loss
or damage of any kind whatsoever resulting from or arising out of
the nonpayment or delay in the payment of such taxes. The
obligations of the Company under this Section 9.21 shall survive
the payment or prepayment of the Notes and the termination of
this Agreement.
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9.22 ERISA Compliance.
The Company will promptly comply with all
provisions of ERISA applicable to it which, if not complied with,
might result in a Lien or charge upon any Property of the Company
or might otherwise materially adversely affect the business,
profits, Properties or condition (financial or otherwise) of the
Company. Without limiting the generality of the foregoing, the
Company will not cause any Pension Plan maintained or
participated in by it to:
(a) engage in any "prohibited transaction,"
as such term is defined in Section 4975 of the Internal Revenue
Code of 1954, as amended; or
(b) incur any material "accumulated funding
deficiency," as such term is defined in Section 302 of ERISA,
whether or not waived.
9.23 Partnerships.
The Company will not be or become a general
partner in any partnership.
SECTION 10
INFORMATION AND REPORTS TO BE FURNISHED BY THE COMPANY.
The Company will furnish to you as long as you
hold any of the Notes, and to each Holder of 10% or more in
principal amount of the Notes then outstanding:
10.1 The following financial statements:
10.1.1 In duplicate as soon as available and, in any event,
within 60 days after the end of each quarter (except the last) of
the Company's fiscal year, beginning with the first quarter ending
after December 31, 1986, the statement of financial condition of
the Company as of the close of such quarter, and the
statements of income, shareholders' equity and changes in
financial position of the Company for the quarter and
for the expired portion of the fiscal year then ended, together
with comparative figures for the same periods of the preceding
year, all in reasonable detail and accompanied by a certificate
of the Treasurer or other responsible officer of the Company
familiar with its financial affairs (a) stating that such
statements have been properly prepared and are correct and
complete and fairly present the financial condition of the
Company at the dates thereof and the results of its operations
for the periods covered thereby subject to normal year-end
adjustments, and (b) stating that such officer has reviewed this
Agreement and has no knowledge of any default by the Company in
the performance or observance of any of the provisions of this
Agreement or of the Notes or if such officer has such knowledge,
specifying such default and the nature thereof.
10.1.2 In duplicate as soon as available and,
in any event, within 120 days after the end of each fiscal year,
beginning with the year ending December 31, 1986, the statement
of financial condition of the Company as at the end of such year
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and the statements of income, shareholders' equity and changes in
financial position of the Company for such year, together with
comparative figures for the immediately preceding fiscal year, all
in reasonable detail and accompanied by (a) reports or certificates
of Ernst & Whinney or other independent public accountants of
recognized standing which report shall be in form generally recognized
as unqualified, (b) the statement of such public accountants for the
Company that, in making the audit necessary to such report or
certification in accordance with generally accepted auditing procedures,
they obtained no knowledge of any default by the Company in the
performance or observance of any of the provisions of this
Agreement or the Notes, or, if they have such knowledge,
specifying such default and the nature thereof, and (c) the
statement of the Treasurer or other responsible officer of the
Company familiar with its financial affairs that such officer has
reviewed this Agreement and has no knowledge of any default by
the Company in the performance or observance of any of the
provisions of this Agreement or of the Notes or, if such officer
has such knowledge, specifying such default and the nature
thereof.
10.1.3 Each quarterly statement of an officer and
annual statement of an independent public accountant furnished
pursuant to Sections 10.1.1 and 10.1.2 hereof shall include
computations in reasonable detail showing compliance with
Sections 9.3, 9.7, 9.8, 9.9, 9.10.2, 9.12, 9.13, and 9.17 hereof
and each annual statement of an officer shall also include
computations in reasonable detail showing compliance with Section
9.15 hereof.
10.2 All financial statements furnished pursuant to Section 10.1
hereof shall be prepared on a basis consistent in all material
respects with the financial statements referred to in Section 2.4
hereof.
10.3 Promptly after receipt, all detailed audits or reports
submitted to the Company by independent public accountants in
connection with any annual, interim or special audits of the
books of the Company.
10.4 Promptly upon their becoming available one copy of each
financial statement, report, notice or proxy statement sent by
the Company to stockholders generally, and of each report and any
registration statement, prospectus or written communication
(other than transmittal letters) in respect thereof filed by the
Company with, or received by the Company in connection therewith
from, any securities exchange or the Securities and Exchange
Commission or any successor agency.
10.5 Promptly upon becoming aware of the existence of any
condition or event which constitutes a Default or an Event of
Default, a written notice specifying the nature and period of
existence thereof and what action the Company is taking or
proposes to take with respect thereto.
10.6 Promptly upon becoming aware that the holder of any Note or
of any evidence of Indebtedness or other Security of the Company
has given notice or taken any other action with respect to a
claimed default or Event of Default, a written notice specifying
the notice given or action taken by such holder and the nature of
the claimed default or Event of Default and what action the
Company is taking or proposes to take with respect thereto.
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10.7 With reasonable promptness, such other data and
information relating to your investment in the Notes as from time
to time may be reasonably requested.
You shall be free to exhibit or deliver any
financial statements, information or reports furnished to you
pursuant to this Agreement to any regulatory body or commission
to the jurisdiction of which you are at the time subject, to any
recognized association of such regulatory bodies or commissions
or to any prospective purchaser of the Notes.
SECTION 11
DEFAULTS
11.1 Events of Default.
Any one or more of the following events shall
constitute an "Event of Default" as the term is used herein:
11.1.1 If default
(a) shall occur in the payment of
interest on any Note when the same shall have become
due and such default shall continue for more than five
days; or
(b) shall be made in the payment of any
principal of or premium on any of the Notes when and as
the same shall become due and payable, whether at the
stated maturity thereof or at a date fixed for payment or
for optional prepayment or by acceleration or otherwise; or
(c) shall be made in the observance or
performance of any of the covenants, agreements or provisions
of Sections 9.7 through 9.23 hereof, both inclusive, 10.5,
10.6 or 11.3 hereof; or
11.1.2 If default shall be made in the due
performance or observance of any other covenant, agreement or
provision of the Notes or of this Agreement, or if any
representation or warranty of the Company in this Agreement or
any amendment to this Agreement or any certificate or other
statement or document delivered pursuant to, or in connection
with, any of the same shall be materially false, and such default
or breach shall not be rectified or cured to the satisfaction of
all Holders of the Notes within 30 days after such default or
breach first becomes known to the President, any Vice President,
the Treasurer or the Secretary of the Company; or
11.1.3 If the Company fails to make any payment
due on any Indebtedness or other Security or any event shall
occur (other than the mere passage of time) or any condition
shall exist in respect of any Indebtedness or other Security of
the Company, or under any agreement securing or relating to such
Indebtedness or other Security, the effect of which is to cause
(or to permit any holder of such Indebtedness or other Security
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or a trustee to cause) such Indebtedness or other Security, or a
portion thereof, to become due prior to its stated maturity or
prior to its regularly scheduled dates of payment; or
11.1.4 If the Company or Raymond shall be involved
in financial difficulties as evidenced by
(a) a receiver, liquidator, custodian
or trustee of the Company or Raymond, or of any of the Property
of either, being appointed by court order and such order
remaining in effect for more than 30 days; or the Company or
Raymond being adjudicated bankrupt or insolvent; or any of the
Property of either being sequestered by court order and such
order remaining in effect for more than 30 days; or a petition
being filed against the Company or Raymond under any bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt,
dissolution or liquidation law of any jurisdiction, whether now
or hereafter in effect, and not being dismissed within 30 days
after such filing;
(b) the Company or Raymond filing a
petition in voluntary bankruptcy or seeking relief under any
provisions of any bankruptcy, reorganization, arrangement,
insolvency, readjustment of debt, dissolution or liquidation
law of any jurisdiction, whether now or hereafter in effect,
or consenting to the filing of any petition against it under
such law; or
(c) the Company or Raymond making an
assignment for the benefit of its creditors, not paying its
debts generally as they become due, admitting in writing its
inability to pay its debts generally as they become due or
consenting to the appointment of a receiver, trustee, custodian
or liquidator of the Company or Raymond or of all or any part
of the Property of either; or
11.1.5 If a final judgment which, with other
outstanding final judgments against the Company exceeds an
aggregate of $100,000 shall be rendered against the Company and,
if within 60 days after entry thereof, such judgment shall not
have been discharged or execution thereof stayed pending appeal,
or if, within 60 days after the expiration of any such stay, such
judgment shall not have been discharged; or
11.1.6 If either Raymond or the Company shall
fail to observe or perform any of the terms, covenants or
agreements contained in the Operating Agreement, or if Raymond
shall fail to observe or perform any of the terms, covenants or
agreements contained in the Raymond Agreement, or if there shall
be any termination or amendment of either the Operating Agreement
or the Raymond Agreement without the written consent of all
Holders of the Notes;
When any Event of Default described in Section 11.1.1(a) or
Section 11.1.1(b) has happened and is continuing, any holder of
any Note may, and when any Event of Default described in Section
11.1.1(c), 11.1.2, 11.1.3, 11.1.5 or 11.1.6 has happened and is
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continuing, the holder or holders of 50% or more of the principal
amount of the Notes at the time outstanding may, by notice in writing
sent by registered or certified mail to the Company, declare the entire
principal and all interest accrued on all the Notes to be, and
all the Notes shall thereupon become, forthwith due and payable,
without any presentment, demand, protest or other notice of any
kind, all of which are hereby expressly waived, and the Company
shall forthwith pay to the holders of the Notes the entire
principal amount thereof, and interest accrued thereon and, to
the extent permitted by law, a premium in the amount of 8.75% of
the principal amount which becomes due and payable if such
acceleration occurs on or prior to February 28, 1988, and
thereafter a premium equal to the applicable percentage of such
principal amount, as follows:
If Such Principal Amount
Becomes Due and Payable
During the 12 Month Applicable
Period Beginning March 1 Premium
------------------------- ------------
1988............................. 7.778%
1989............................. 6.806%
1990............................. 5.833%
1991............................. 4.861%
1992............................. 3.889%
1993............................. 2.917%
When any Event of Default described in Section 11.1.4 has
occurred, then all outstanding Notes shall immediately become due
and payable without presentment, demand or notice of any kind.
Upon the Notes becoming due and payable as a result of any Event
of Default as aforesaid, the Company will forthwith pay to the
holders of the Notes the entire principal and interest accrued on
the Notes.
11.2 Annulment of Defaults.
This Section 11, however, is subject to the
condition that, if at any time after the principal of any of the
Notes shall have been declared and shall have become due and
payable, and before any judgment or decree for the payment of the
moneys so due, or any thereof, shall be entered, all arrears of
interest upon all such Notes and all other sums payable under
such Notes (except the principal of such Notes which by such
declaration shall have become payable) shall have been duly paid,
and every other Default and Event of Default shall have been made
good or cured, then and in every such case the Holders of 75%
(excluding from such computation any Notes directly or indirectly
owned by the Company or any of its Affiliates) in aggregate
principal amount of such Notes then outstanding may, by written
instrument filed with the Company, rescind and annul such
declaration and its consequences; but no such recession or
annulment shall extend to or affect any subsequent Default or
Event of Default or impair any right consequent thereon.
11.3 Notice of Default.
If any Holder of a Note or the holder of any other
Indebtedness shall demand payment thereof or take any other
action of which the Company shall have actual knowledge in
respect of an alleged default or an Event of Default, or if any
Event of Default specified in Section 11.1.3 shall have occurred,
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the Company will promptly give written notice, specifying such action
and the nature of the alleged default or Event of Default, to each
Holder of the Notes then outstanding, and the Company will also give
written notice to each Holder of the Notes then outstanding if any written
instrument of rescission or annulment as aforesaid shall be filed
with it under the provisions of Section 11.2 hereof.
11.4 Waiver by Company.
To the extent permitted by applicable law, the
Company hereby agrees to waive, and does hereby absolutely and
irrevocably waive and relinquish, the benefit and advantage of
any valuation, stay, appraisement, extension or redemption laws
now existing or which may hereafter exist, which, but for this
provision, might be applicable to any sale made under the
judgment, order or decree of any court, or otherwise, based on
the Notes or on any claim for interest or premium on the Notes.
11.5 Costs and Expenses.
The Company covenants that if default be made in
any payment of principal of or premium or interest on the Notes,
it will pay to the Holders thereof, to the extent permitted under
applicable law, such further amount as shall be sufficient to
cover the cost and expense of collection, including reasonable
compensation to the attorneys and counsel of the Holders thereof
for all services rendered in that connection.
11.6 Course of Dealing.
No course of dealing between the Company and you
or any Holder of the Notes or any delay on your part or on the
part of any Holder of the Notes in exercising any rights under
the Notes or hereunder shall operate as a waiver of any of your
rights or the rights of any Holder of the Notes. A waiver of the
rights of any Holder of the Notes may be made only in accordance
with Section 12 hereof.
SECTION 12
AMENDMENTS, WAIVERS AND CONSENTS
Neither this Agreement nor any Note nor any term
hereof or thereof may be amended, waived, discharged or
terminated orally or in writing, except that any term of this
Agreement or of the Notes may be amended and the observance of
any term of this Agreement or of the Notes may be waived (either
generally or in a particular instance and either retroactively or
prospectively) with (but only with) the written consent of the
Company and of the Holders of at least 75% in principal amount of
the Notes at the time outstanding (excluding from such
computation any Notes directly or indirectly owned by the Company
or any of its Affiliates); provided, however, that no such
amendment or waiver shall, without the prior written consent of
the Holders of all of the Notes at the time outstanding, (a)
extend the fixed maturity or reduce the principal amount of, or
reduce the rate or extend the time of payment of interest on, or
reduce any principal amount (including premium) payable on the
prepayment of, any such Note, (b) change any of the provisions of
Section 9.18 hereof, (c) amend the definition of the term
"Subordinated Indebtedness" set forth in Section 13 hereof, (d)
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reduce the aforesaid percentages of the principal amount of such Notes
the Holders of which are required to consent to any such amendment or
waiver, or (e) otherwise give to the Holder of any such Note any right in
preference to the rights of other Holders. Any consent may be
given subject to the satisfaction of conditions stated therein.
SECTION 13
DEFINITIONS
The terms defined in this Section 13 shall, for
all purposes of this Agreement and of the Notes and of any
agreement supplemental hereto or thereto, have the meanings
herein specified unless the context requires some other meaning:
The term "Adjusted Net Income" shall mean net
earnings after income taxes of the Company but excluding:
(i) any gain or loss arising from the sale of
capital assets other than in the ordinary course of business;
(ii) any gain arising from any write-up of assets;
(iii) earnings of any Person, substantially all the
assets of which have been acquired in any manner, realized by
such Person prior to the date of such acquisition;
(iv) net earnings of any Person in which the
Company has an ownership interest unless such net earnings shall
have actually been received by the Company in the form of cash
distributions;
(v) the earnings of any Person to which assets of
the Company shall have been sold, transferred or disposed of, or
into which the Company shall have merged, prior to the date of
such transaction; and
(vi) any gain arising from the acquisition of any
Securities of the Company.
The term "Affiliate" of any Person shall mean any
Person directly or indirectly controlling, controlled by or under
direct or indirect common control with, such Person, and shall
include (i) any officer or director of such Person, (ii) the
record or beneficial owner of 5% or more of the outstanding
equity securities or other shares or evidences of beneficial
interest of such Person which are entitled to vote in any
election of the board of directors or comparable governing body
thereof, and (iii) any corporation or other entity of which such
Person and such officers, directors and security holders
collectively own 5% or more of the outstanding equity securities
or other shares or evidences of beneficial interest which are
entitled to vote in any election of the board of directors or
comparable governing body thereof. The term "control" shall mean
the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract
or otherwise.
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The term "this Agreement" shall include, in
addition to this Agreement, every other present or future
agreement from time to time entered into among the Company and
the Holders relating to this Agreement, each as from time to time
amended or modified, and the terms "hereof", "hereunder",
"herein" and like expressions refer to this Agreement as so
amended as a whole and not to any particular Section or
subsection hereof.
The term "Board of Directors" shall mean either
the board of directors of the Company or any duly authorized
committee of that Board.
The term "consolidated", when used with reference
to any term defined herein, shall mean that term as applied to
the accounts of Raymond and its Subsidiaries consolidated in
accordance with generally accepted accounting principles as
reflected in the annual financial statements furnished to the
shareholders of Raymond, exclusive of the portions of accounts
representing minority interests in Subsidiaries.
The term "Consolidated Net Worth of Raymond" shall
mean the sum of the amounts (minus in the case of a deficit)
appearing on a consolidated statement of financial condition of
Raymond and its Subsidiaries, prepared in accordance with
generally accepted accounting principles, as capital stock (but
excluding treasury shares and any stock subscribed for but
unissued), capital surplus, paid-in surplus and earned surplus.
The term "Current Assets" shall mean (i) cash and
cash items in United States currency (or in foreign currency
converted at the appropriate exchange rate) and (ii) Gross Lease
Receivables less unearned finance charges and allowance for losses.
The term "Current Liabilities" shall include, at
any date as of which the amount thereof shall be determined, all
Indebtedness which should, in accordance with generally accepted
accounting principles, be classified as current liabilities on a
balance sheet of the Company, but in any event including all
Indebtedness payable on demand or maturing not more than 12
months after such date without any option on the part of the
obligor to extend or renew beyond such 12-month period, including
all prepayments of the Notes required by Section 6.1 hereof and
serial maturity and periodic or installment payments on any
Funded Indebtedness required to be made within not more than one
year after such date.
The term "Default" shall mean an event or
condition the occurrence of which would, with the lapse of time
or the giving of notice, or both, become an Event of Default.
The term "Distribution" in respect of any corporation shall mean:
(i) dividends or other distributions on capital stock
of the corporation (except distributions in such stock); and
(ii) the redemption or acquisition of such stock or of
warrants, rights or other options to purchase such stock
(except when solely in exchange for such stock) unless made,
substantially contemporaneously, from the net proceeds of a sale
of such stock.
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The term "Equipment" shall mean
materials-handling equipment such as, but not limited to,
industrial lift trucks, automatic storage and retrieval systems
and flexible manufacturing systems manufactured by Raymond and
other manufacturers and related personal property.
The term "ERISA" shall mean the Employee
Retirement Income Security Act of 1974, as amended from time to
time.
The term "Event of Default" is defined in Section
11.1 hereof.
The term "Fully Net Lease" shall mean a lease
under which the Company has no obligation for maintenance, taxes
or other expenses in connection with the operation, use or
servicing of the Equipment.
The term "Funded Indebtedness" shall include, at
any date as of which the amount thereof is to be determined, all
Indebtedness not included within the definition of Current
Liabilities at such date.
The term "generally accepted accounting
principles" shall mean generally accepted accounting principles
as defined by the Financial Accounting Standards Board of the
American Institute of Certified Public Accountants, or by any
Person succeeding to the functions of such Board, as from time to
time supplemented and amended, consistently applied or applied in
accordance with alternative, supplemental or amended generally
accepted accounting principles with the approval of the
independent public accountants for the Company.
The term "Gross Lease Receivables" shall mean the
aggregate rentals required under the terms of all Qualified
Leases as shown on the Company's statement of financial
condition, and before deduction of unearned income, in accordance
with generally accepted accounting principles.
The term "Guarantees" shall mean (a) all
guarantees, sales with recourse, endorsements (other than for
collection or deposit in the ordinary course of business) and
other obligations (contingent or otherwise) to pay, purchase,
repurchase or otherwise acquire or become liable upon or in
respect of any Indebtedness of others, and (b) without limiting
the generality of the foregoing, all obligations (contingent or
otherwise) to purchase products, supplies or other property or
services from others under agreements requiring payment therefor
regardless of the non-delivery or non-furnishing thereof, or to
make Investments in others, or to maintain fixed charge coverage
or the capital, working capital, solvency or general financial
condition of others, or to indemnify others against and hold them
harmless from damages, losses and liabilities, all under
circumstances intended to enable such others or any others to
discharge any of their Indebtedness or to comply with agreements
relating to their Indebtedness or otherwise to assure or protect
their creditors against loss in respect of such Indebtedness.
For purposes of this definition, sales with recourse shall mean
either the assumption of any financial responsibility by way of
endorsement, agreement to repurchase, guarantee, "holdback",
agreement to indemnify against loss or the like in respect of a
sale of receivables or other obligations, but customary
warranties as to validity, absence of default and the like, if
made in the ordinary course of business, shall not constitute
recourse.
<PAGE>
<PAGE> 222
The term "Holder" shall mean the Person in whose
name a Note is registered pursuant to Section 7.1 hereof.
The term "Indebtedness" shall include all
obligations, contingent and otherwise, which in accordance with
generally accepted accounting principles should be classified
upon the obligor's balance sheet as liabilities, but in any event
including liabilities (whether or not they should be so
classified upon such balance sheet) secured by any Lien existing
on Property owned or acquired subject thereto, whether or not the
liability secured thereby shall have been assumed, and all
Guarantees.
The term "Investment" shall include any stock or
other Security, any loan, advance, contribution to capital,
extension of credit (except for current trade and customer
accounts receivable for inventory sold or services rendered in
the ordinary course of business and payable in accordance with
customary trade terms) and any purchase or commitment or option
to purchase stock or other securities of another Person or any
integral part of any business or the assets comprising such
business or part thereof, and whether existing on the date of
this Agreement or thereafter made. The term "Investment" shall
not include advances to employees for travel expenses, drawing
accounts and similar expenditures. Investments shall be valued
at their cost less any net return of capital through the sale or
liquidation thereof or other return of capital thereon.
The term "Lien" shall mean any interest in
Property securing an obligation owed to, or a claim by, a Person
other than the owner of the Property, whether such interest is
based on the common law, statute or contract, and including but
not limited to the security interest lien arising from a
mortgage, encumbrance, pledge, conditional sale or trust receipt
or a lease, consignment or bailment for security purposes. The
term "Lien" shall include reservations, exceptions,
encroachments, easements, rights-of-way, covenants, conditions,
restrictions, leases and other title exceptions and encumbrances
affecting Property. For the purposes of this Agreement, the
Company shall be deemed to be the owner of any Property which it
has acquired or holds subject to a conditional sale agreement,
financing lease or other arrangement pursuant to which title to
the Property has been retained by or vested in some other Person
for security purposes.
The term "Net Book Value" when used in reference
to Equipment leased by the Company under an Operating Lease shall
mean the original cost of the Equipment to the Company net of
accumulated depreciation in accordance with generally accepted
accounting principles.
The term "Net Worth" of the Company shall mean the
excess of (i) cash, Gross Lease Receivables, Investments
permitted pursuant to the provisions of Section 9.11 hereof
(other than Restricted Investments) and Net Book Value of
Equipment under Operating Leases over (ii) liabilities, the
portion of Gross Lease Receivables attributable to unearned
income and the greater of the reserve for bad debts for Qualified
Leases and Operating Leases or the current delinquent balance
owed on Qualified Leases and Operating Leases. A balance shall
be considered delinquent if it is more than 60 days past due.
The term "Operating Agreement" shall mean the
Operating Agreement dated October 10, 1986 between the Company
and Raymond.
<PAGE>
<PAGE> 223
The term "Operating Lease" shall mean a lease of
Equipment by the Company as lessor which is accounted for on the
books of the Company as an operating lease in accordance with
Statement of Financial Accounting Standards No. 13, Accounting
for Leases, dated November 1976, of the Financial Accounting
Standards Board, as in effect on the date hereof.
The term "Pension Plans" is defined in Section
2.18 hereof.
The term "Person" shall mean a corporation,
association, partnership, trust, organization, business,
individual or government or any governmental agency or political
subdivision thereof.
The term "Property" shall mean any interest in any
kind of property or asset, whether real, personal or mixed, or
tangible or intangible.
The term "Qualified Leases" shall mean leases of
Equipment by the Company as lessor which, if entered into on the
date as of which the classification thereof is to be determined,
would be accounted for on the books of the Company as direct
financing leases in accordance with Statement of Financial
Accounting Standards No. 13, Accounting for Leases, dated
November 1976, of the Financial Accounting Standards Board, as in
effect on the date hereof. The term "Qualified Lease" shall mean
any one of such leases.
The term "Raymond" is defined in Section 2.1
hereof.
The term "Raymond Agreement" is defined in
Section 4.8 hereof.
The term "Restricted Investment" shall mean any
loan, advance or extension of credit to Raymond.
The term "Retained Earnings" shall mean earned
surplus determined in accordance with generally accepted
accounting principles.
The term "Security" shall have the same meaning as
in Section 2(1) of the Securities Act of 1933, as amended.
The term "Senior Indebtedness" shall mean the
Notes and all other Indebtedness of the Company for money
borrowed, whether outstanding on the date hereof or hereafter
created or incurred, which is not by its terms subordinate and
junior to the Notes and which is permitted hereby.
The term "Subordinated Indebtedness" shall mean
the Company's presently outstanding 10-3/4% Subordinated Notes
due December 31, 1991, 12-5/8% Subordinated Notes due July 1,
1993, 12.89% Subordinated Notes due July 1, 1993 and all other
unsecured Funded Indebtedness of the Company which shall contain
or have applicable thereto subordination provisions substantially
in the form set forth in Exhibit F attached hereto.
The term "Voting Stock" shall mean Securities of
any class or classes of a corporation the holders of which are
ordinarily, in the absence of contingencies, entitled to vote in
the election of corporate directors (or persons performing
similar functions).
<PAGE>
<PAGE> 224
The term "Working Capital" shall mean the excess
of Current Assets over Current Liabilities after eliminating all
intercompany items, all as determined in accordance with this
Agreement and generally accepted accounting principles.
SECTION 14
SURVIVAL OF COVENANTS
All covenants, agreements, representations and
warranties made herein and in certificates delivered pursuant
hereto shall be deemed to have been material and relied on by
you, notwithstanding any investigation made by you or on your
behalf, and shall survive the execution and delivery to you of
the Notes and your payment therefor, and the covenants and
agreements made in Section 9.21 hereof shall survive payment of
the Notes or any of them.
SECTION 15
NOTICES, ETC.
Any notice, request or demand which by any
provision of this Agreement is required or provided to be given
shall be deemed to have been sufficiently given for all purposes
by being sent as certified or registered mail, postage and
registration charges prepaid or by prepaid overnight express air
courier, to the following address: if to the Company, Greene, New
York 13778 or, if any other address shall at any time be
designated by the Company in writing to all persons who are
Holders of the Notes at the time of such designation, to such
other address; if to you, to your address set forth on Schedule I
attached hereto, or, if any other address shall at any time be
designated by you in writing to the Company, to such address, and
if to Holders other than you, to their respective addresses as
set forth in the records of the Company. Each request of the
Company made pursuant to this Agreement shall be signed by an
appropriate officer of the Company thereunto duly authorized.
SECTION 16
REPRODUCTION OF DOCUMENTS
This Agreement and all documents relating thereto,
including without limitation, (a) consents, waivers and
modifications which may hereafter be executed, (b) documents
received by you at the closing of your purchase of the Notes
(except the Notes themselves), and (c) financial statements,
certificates and other information previously or hereafter
furnished to you, may be reproduced by you by any photographic,
photostatic, microfilm, micro-card, miniature photographic or
other similar process and you may destroy any original document
so reproduced. The Company agrees and stipulates that any such
reproduction shall be admissible in evidence as the original
itself in any judicial or administrative proceeding (whether or
not the original is in existence and whether or not such
reproduction was made by you in the regular course of business)
and that any enlargement, facsimile or further reproduction of
such reproduction shall likewise be admissible in evidence.
<PAGE>
<PAGE> 225
SECTION 17
DATE
For convenience of reference, this Agreement shall
be dated as of the date first above written, regardless of the
date upon which you shall have signed the acceptance hereof.
SECTION 18
ENTIRE AGREEMENT
This Agreement, together with any other writing
signed by the parties expressly stated to be supplementary hereto
and together with the instruments and certificates to be
delivered to you pursuant to this Agreement, constitutes the
entire agreement between you and the Company with respect to the
subject matter hereof, superseding all prior understandings and
writings relating thereto.
SECTION 19
PARTIES IN INTEREST
All of the terms and provisions of this Agreement
shall bind and inure to the benefit of the parties hereto and
their respective successors and assigns, including as your
assigns all assignees of the Notes.
SECTION 20
CONTROLLING LAW
This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.
SECTION 21
HEADINGS
The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect any of the
terms hereof.
This Agreement may be executed in any number of
counterparts, each of which, when executed and delivered, shall
be an original, but such counterparts shall together constitute
one and the same instrument.
<PAGE>
<PAGE> 226
If the foregoing is satisfactory to you, please
sign the form of confirmation and acceptance on the enclosed
counterpart of this letter and return the same to the Company,
whereupon this letter will become and evidence a binding
Agreement between the Company and you as of the date and year
first above written.
Very truly yours,
RAYMOND LEASING CORPORATION
By
---------------------------
Its President
The foregoing Agreement is hereby accepted.
CONNECTICUT MUTUAL LIFE
INSURANCE COMPANY
By
----------------------------------
Its
<PAGE>
<PAGE> 227
SCHEDULE I
<TABLE>
<CAPTION>
Principal Amount of Principal Amount of
Names and Addresses Notes to be Purchased Notes to be Purchased
of Purchasers on First Closing Date on Second Closing Date
- -------------------- --------------------- -----------------------
<S> <C> <C>
MASSACHUSETTS MUTUAL LIFE $3,750,000 $3,750,000
INSURANCE COMPANY
1295 State Street
Springfield, Massachusetts 01111
Attention: Securities Investment Division
Payments
All payments on or in respect of the
Notes to be by bank wire transfer of
Federal or other immediately available
funds (identifying each payment as
principal or interest with respect
to Raymond Leasing Corporation's 8.75;%
Senior Notes due March 1, 1997) to:
Chemical Bank
Institutional Custody Dept.
55 Water Street
North Building - 3rd Floor
New York, New York 10041
for credit to (a) Massachusetts Mutual
Life Insurance Company's Account No.
321-029-852 in the case of the 8.75%
Senior Notes originally issued in
denominations of $2,500,000, and (b) to
Massachusetts Mutual Life Insurance
Company's Account No. 322-021-936 in the
case of the 8.75% Senior Notes originally
issued in denominations of $1,250,000
with telephone advice to the Treasurer's
Department of Massachusetts Mutual Life
Insurance Company
Notices
All notices and communications, including notices
with respect to payments and written confirmation
of each such payment, to be addressed as first
provided above.
Name of Nominee in which Notes are to be issued: None
</TABLE>
<PAGE>
<PAGE> 228
<TABLE>
<CAPTION>
Principal Amount of Principal Amount of
Names and Addresses Notes to be Purchased Notes to be Purchased
of Purchasers on First Closing Date on Second Closing Date
- -------------------- --------------------- -----------------------
<S> <C> <C>
C.M. LIFE INSURANCE $2,500,000 $2,500,000
COMPANY
c/o Connecticut Mutual Life
Insurance Company
140 Garden Street
Hartford, Connecticut 06154-0001
Attention: Private Placement Department
Payments
All payments on or in respect of the Notes
to be by bank wire transfer of Federal or
other immediately available funds
(identifying each payment as principal or
interest with respect to Raymond Leasing
Corporation's 8.75% Senior Notes due March 1,
1997 (to:
Connecticut National Bank
777 Main Street
Hartford, Connecticut 06103
for credit to C.M. Life Insurance Company's
Account No. 0547136
Notices
All notices and communications, including
notices with respect to payments, and written
confirmation of each such payment, to be
addressed as first provided above, except that
notices with respect to payments to be addressed
Attention: Banking Services Department
Name of Nominee in which Notes are to be issued: Conlif & Co.
</TABLE>
<PAGE>
<PAGE> 229
<TABLE>
<CAPTION>
Principal Amount of Principal Amount of
Names and Addresses Notes to be Purchased Notes to be Purchased
of Purchasers on First Closing Date on Second Closing Date
- -------------------- --------------------- -----------------------
<S> <C> <C>
PHOENIX MUTUAL LIFE INSURANCE $2,500,000 $2,500,000
COMPANY
One American Row
Hartford, Connecticut 06115
Attention: Investment Department/Bonds
Payments
All payments on or in respect of the Notes
to be by bank wire transfer of Federal or
other immediately available funds
(identifying each payment as principal or
interest with respect to Raymond Leasing
Corporation's 8.75% Senior Notes due March 1,
1997) to:
The Connecticut Bank and Trust
Company, N.A.
One Constitution Plaza
Hartford, Connecticut 06115
for credit to Phoenix Mutual Life Insurance
Company's Account No.1107739
Notices
All notices and communications to be addressed
as first provided above.
Name of Nominee in which Notes are to be issued: None
</TABLE>
<PAGE>
<PAGE> 230
<TABLE>
<CAPTION>
Principal Amount of Principal Amount of
Names and Addresses Notes to be Purchased Notes to be Purchased
of Purchasers on First Closing Date on Second Closing Date
- -------------------- --------------------- -----------------------
<S> <C> <C>
CONNECTICUT MUTUAL LIFE $ 1,250,000 $ 1,250,000
INSURANCE COMPANY
140 Garden Street
Hartford, Connecticut 06154-0001
Attention: Private Placement Department
Payments
All payments on or in respect of the
Notes to be by bank wire transfer of
Federal or other immediately available
funds (identifying each payment as
principal or interest with respect
to Raymond Leasing Corporation's 8.75%
Senior Notes due March 1, 1997) to:
The Connecticut Bank and Trust Company
One Constitution Plaza
Hartford, Connecticut 06115
for credit to Connecticut Mutual Life
Insurance Company's Account No. 000-051-5
Notices
All notices and communications, including
notices with respect to payments, and
written confirmation of each such payment,
to be addressed as first provided above, except
that notices with respect to payments to be
addressed Attention: Banking Services Department
Name of Nominee In which Notes are to be issued: Garden St. Co.
=========== ===========
Totals $10,000,000 $10,000,000
</TABLE>
<PAGE>
<PAGE> 231
RAYMOND LEASING CORPORATION
8.75% Senior Note due March 1, 1997
$____________ ______________, 19___
RAYMOND LEASING CORPORATION (the "Company"), a
Delaware corporation, for value received,
hereby promises to pay to
or registered assigns
on the first day of March, 1997
the principal sum of
DOLLARS ($ )
and to pay interest (computed on the basis of a 360-day year of
twelve 30-day months) on the unpaid principal balance hereof from
the date of this Note at the rate of 8.75% per annum,
semi-annually on the first day of March and September in each
year, commencing with the payment date next succeeding the date
hereof, until the principal amount hereof shall become due and
payable; and to pay on demand interest on any overdue principal
(including any overdue prepayment of principal) and premium, if
any, and (to the extent permitted by applicable law) on any
overdue installment of interest, at the rate of 9.75% per annum.
Payments of principal, premium, if any, and
interest shall be payable at the office of the Company in
Greene, New York in such coin or currency of the United States of
America as at the time of payment is legal tender for the payment
of public and private debts.
This Note is one of an issue of Senior Notes of
the Company issued in an aggregate principal amount limited to
$20,000,000 pursuant to the separate Note Agreements, each dated
as of March 1, 1987 between the Company and each of the
Purchasers therein named and is entitled to the benefits thereof.
As provided in such Note Agreements, this Note is subject to
prepayment, in whole or in part, in certain cases without premium
and in other cases with a premium, all in the manner and with the
effect as specified in said Note Agreements. The Company agrees
to make required prepayments on account of said Notes in
accordance with the provisions of said Note Agreements.
This Note is issued in a fully registered form and
is transferable only by surrender thereof at the principal office
of the Company in Greene, New York, duly endorsed or accompanied
by a written instrument of transfer duly executed by the
registered holder of this Note or by such holder's attorney duly
authorized in writing.
Under certain circumstances, as specified in said
Note Agreements, the principal of this Note may be declared due
and payable in the manner and with the effect provided in said
Note Agreements.
EXHIBIT A
(to Senior Note Agreement)
<PAGE>
<PAGE> 232
This Note and said Note Agreements are governed by
and construed in accordance with New York law.
RAYMOND LEASING CORPORATION
(CORPORATE SEAL)
By____________________________
President
ATTEST:
______________________________
Secretary
<PAGE>
<PAGE> 233
EXHIBIT B
1. CORPORATE OR JOINT VENTURE AFFILIATES
The Company's corporate or joint venture Affiliates are:
Jurisdiction of Nature and Extent
Name of Affiliate Incorporation of Affiliation
------------------- --------------- ------------------
The Raymond Corporation New York Sole Parent
Corporation
Raymond Carousel Corporation Georgia Wholly owned Sub-
sidiary of The
Raymond Corporation
Saratoga Conveyor Corporation Georgia Wholly owned Sub-
sidiary of Raymond
Carousel Corporation
Raymond Production Systems California 90% owned subsidiary
Corp. of The Raymond
Corporation
Raymond Control Products California Wholly owned sub-
Corp. sidiary of the
Raymond Corporation
Raymond Transportation New York Wholly owned sub-
Corporation sidiary of The
Raymond Corporation
Raymond Sales Corporation New York Wholly owned sub-
sidiary of The
Raymond Corporation
Raymond Mobility Export, Ltd. Delaware Wholly owned sub-
sidiary of The
Raymond Corporation
The Raymond Export U.S. Virgin Wholly owned sub-
Corporation Islands sidiary of The
Raymond Corporation
Nolan Equipment, Inc. Iowa Wholly owned sub-
sidiary of The
Raymond Corporation
<PAGE>
<PAGE> 234
R.H.E., Ltd. Canada Wholly owned sub-
sidiary of The
Raymond Corporation
Raymond Industrial Canada Wholly owned sub-
Equipment, Ltd. sidiary of R.H.E.,
Ltd.
G.N. Johnston Equipment Canada 43% owned subsidiary
Company, Ltd. of R.H.E., Ltd.
Associated Material Illinois 43% owned subsidiary
Handling Systems, Inc. of The Raymond
Corporation
Robert Abel & Co. Massachusetts 83-1/3% owned sub-
sidiary of Raymond
Sales Corporation
Welch Equipment Company, Inc. Colorado 33-1/3% owned sub-
sidiary of Raymond
Sales Corporation
Air-Mac of Washington, Inc. Washington 61-1/2% owned sub-
sidiary of Raymond
Sales Corporation
Heubel Material Handling, Inc. Missouri 30% owned subsidiary
of Raymond Sales
Corporation
*George G. Raymond, Jr. (beneficial owner of 18% of
stock of The Raymond Corporation), Madeleine R. Young (beneficial
owner of 11-1/2% of the common stock of The Raymond Corporation),
The Prudential Insurance Company of America (beneficial owner of
6.48% of the common stock of The Raymond Corporation) and Marine
Midland Bank, N.A. (primarily as Trustee of certain Raymond
family trusts) (beneficial owner of 5.73% of the common stock of
The Raymond Corporation) are herein collectively referred to as
"Significant Shareholders". This schedule does not list Persons
who would be deemed to be Affiliates solely by reason of their
relationship to any of such Significant Shareholders.
<PAGE>
<PAGE> 235
II. INDEBTEDNESS
The Indebtedness for borrowed money of the Company outstanding on
February 28, 1987 was as follows:
A. Unsecured Indebtedness
Description Principal Amount
----------- ----------------
SENIOR NOTES
New England Mutual Life Insurance Company
10-5/8% Note, principal payable in annual installations of
$455,000 commencing December 31, 1984 through December 31, 1994.
Interest is payable quarterly $ 3,635,000
12-3/8% Note, principal payable in annual installments of
$625,000 commencing July 1, 1986 through July 1, 1993.
Interest is payable quarterly. 3,750,000
Aetna Life Insurance Company
9% Note, principal payable in annual installments of $200,000
through August 1, 1992.
Interest is payable semi-annually. 1,200,000
12.31% Note, principal payable in annual installments of
$1,000,000 commencing July 1, 1988 through July 1, 1991.
Interest is payable quarterly.
4,000,000
-----------
TOTAL SENIOR DEBT $12,585,000
===========
SUBORDINATED NOTES
New England Mutual Life Insurance Company
10-3/4% Note, principal payable in annual installments of
$250,000 commencing December 31, 1984 through December 31, 1991.
Interest is payable quarterly. $ 1,250,000
<PAGE>
<PAGE> 236
12-5/8% Note, principal payable in annual
installments of $250,000 commencing July 1,
1986 through July 1, 1993.
Interest is payable quarterly. 1,500,000
Aetna Life Insurance Company
12.89% Note, principal payable in annual
installments of $1,000,000 commencing
July 1, 1990 through July 1, 1993.
Interest is payable quarterly. 4,000,000
-----------
TOTAL SUBORDINATED DEBT $ 6,750,000
===========
SHORT TERM LOANS
Chase Manhattan Bank
6.49% Due March 6, 1987 $ 3,500,000
Citibank
6.65% Due March 9, 1987 3,000,000
R.H.E., Ltd., Demand Note
Variable Interest Rate 3,054,602
-----------
TOTAL SHORT TERM LOANS $ 9,554,602
===========
B. Secured Indebtedness
Description Principal Amount
----------- ----------------
NONE
<PAGE>
<PAGE> 237
EXHIBIT C
DESCRIPTION OF COMPANY AND RAYMOND
COUNSEL'S CLOSING OPINION
The closing opinions of Coughlin & Gerhart,
Counsel to the Company and Raymond, which is called for by
Section 4.1 of the Note Agreement, shall be dated the applicable
Closing Date and addressed to you, shall be satisfactory in form
and substance to you, and shall be to the effect that:
(1) Organization, Standing, etc. of the Company
- - the Company is a duly incorporated and validly existing
corporation in good standing under the laws of the State of
Delaware and has all requisite power and authority to issue, sell
and deliver the Notes and to carry on its business and own its
Property;
(2) Authority to Conduct Business - the Company
is duly authorized to conduct its business in each jurisdiction
in which it operates and (except in certain cases whereby reason
of the amounts involved or the nature of the activities
conducted, the Company has deemed such qualification to be
impractical) has duly qualified and is in good standing as a
foreign corporation in each jurisdiction where the character of
its Properties or the nature of its activities makes such
qualification necessary;
(3) Note Agreement, Notes - the Note Agreement
and the Notes being delivered to you on such Closing Date have
been duly authorized by all necessary corporate action on the
part of the Company (no action by the stockholders of the Company
being required by law, by the Certificate of Incorporation or
By-Laws of the Company or otherwise), have been duly executed and
delivered by the Company, and are legal, valid and binding
obligations of the Company enforceable in accordance with their
terms except as such terms may be limited by bankruptcy,
insolvency or similar laws and legal and equitable principles
affecting or limiting the enforcement of creditors' rights
generally;
(4) Operating Agreement - the Operating
Agreement has been duly authorized by all necessary corporate
action on the part of Raymond and the Company (no action by the
stockholders of either of such corporations being required by
law, by their respective charter documents, or By-Laws, or
otherwise), has been duly executed and delivered by Raymond and
the Company, and is a legal and binding obligation of Raymond and
the Company enforceable in accordance with its terms except as
such terms may be limited by bankruptcy, insolvency or similar
laws and legal and equitable principles affecting or limiting the
enforceability of creditors' rights generally;
(5) Raymond Agreement - the agreement of Raymond
delivered to you on the First Closing Date has been duly
authorized by all necessary corporate action on the part of
Raymond (no action by the stockholders of Raymond being required
by law, by the Certificate of Incorporation or By-Laws of
Raymond, or otherwise), has been duly executed and delivered by
<PAGE>
<PAGE> 238
Raymond, and is a legal and binding obligation of Raymond
enforceable in accordance with its terms except as such
terms may be limited by bankruptcy, insolvency or similar
laws and legal and equitable principles affecting or
limiting the enforceability of creditors' rights generally;
(6) No Conflict with Certificate of Incorporation,
BY-Laws or Other Agreements - the issue and sale of the Notes
will not conflict with, or result in any breach of any of
the provisions of,or constitute a default under, or
result in the creation or imposition of any Lien upon any of
the Property of the Company pursuant to the provisions of,
the Certificate of Incorporation or By-Laws of the
Company, or any agreement or other instrument known to such
counsel after due inquiry to which the Company is a party or
by which it is bound;
(7) Pending Litigation - there are no proceedings
pending or, to the knowledge of such counsel, threatened
against or affecting the Company in any court or before
any governmental authority or arbitration board or
tribunal which involve the possibility of materially and adversely
affecting the Properties, business, prospects, profits
or condition (financial or otherwise) of the Company, or
the ability of the Company to perform the Note Agreement
and the Company is not in default with respect to any order
of any court, governmental authority or arbitration
board or tribunal;
(8) Ownership by Raymond - Raymond owns and
controls 100% of the issued and outstanding capital stock of
the Company;
(9) Governmental Consent, etc. - all consents,
approvals or authorizations, if any, of any governmental
authority required on the part of the Company in
connection with the execution and delivery of the Note
Agreement or the offer, issue, sale or delivery of the
Notes to you have been duly obtained, and the Company has
complied with any applicable provisions of law requiring
any designation, declaration, filing, registration and/or
qualification with any governmental authority in connection
with such offer, issue, sale or delivery; and
(10) Exempted Offering - the issuance, sale and
delivery of the Notes under the circumstances con-
templated by the Note Agreement are exempted transactions
under the registration provisions of the Securities Act
of 1933, as amended, and do not, under existing law,
require the registration of the Notes under the Securities
Act of 1933, as amended, or compliance with any requirement of
the Trust Indenture Act of 1939.
Such opinion shall also cover such other matters incident to the
transactions contemplated hereby as you or your special counsel may
reasonably request. With respect to matters of fact upon which such
opinion is based, Coughlin & Gerhart may rely upon appropriate
certificates of public officials and officers of the Company.
<PAGE>
<PAGE> 239
EXHIBIT D
DESCRIPTION OF SPECIAL COUNSEL'S CLOSING OPINION
The closing opinion of Chapman and Cutler, special
counsel for you, which is called for by Section 4.1 of the Note
Agreement, shall be dated the applicable Closing Date and
addressed to you, shall be satisfactory in form and substance to
you, and shall cover the matters referred to in paragraphs 1, 3,
6 (as to Certificate of Incorporation and By-Laws only), 9 and 10
of Exhibit C. Such opinion shall also state that based on such
due investigation and inquiry as deemed relevant and appropriate,
the closing opinion of Coughlin & Gerhart delivered pursuant to
Section 4.1 is satisfactory in scope and form to special counsel
and that in their opinion you are justified in relying thereon,
and shall cover such other matters relating to the sale of the
Notes as you may reasonably request. With respect to matters of
New York law, Chapman and Cutler may rely upon the opinion of
Coughlin & Gerhart and with respect to matters of fact upon which
such opinion is based, Chapman and Cutler may rely upon
appropriate certificates of public officials and officers of the
Company.
<PAGE>
<PAGE> 240
EXHIBIT E
RAYMOND CORPORATION
Greene, New York 13778
Dated as of March 1, 1987
Connecticut Mutual Life Insurance Company
140 Garden Street
Hartford, Connecticut 06154
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, Massachusetts 01111
Phoenix Mutual Life Insurance Company
One American Row
Hartford, Connecticut 06115
C.M. Life Insurance Company
c/o Connecticut Mutual Life Insurance
Company
140 Garden Street
Hartford, Connecticut 06154
Gentlemen:
At the date hereof the undersigned RAYMOND
CORPORATION, a New York corporation ("Raymond") owns and
controls 100% of the Voting Stock of Raymond Leasing Corporation,
a Delaware corporation (the "Company").
Reference is hereby made to the separate Senior
Note Agreements each dated as of March 1, 1987 (the "Note
Agreements") between the Company and each of you, respectively,
under and pursuant to which the Company proposes to issue and
sell to you $20,000,000 aggregate principal amount of its 8.75%
Senior Notes due March 1, 1997 (the "Notes"). The terms which
are capitalized herein shall have the respective meanings set
forth in the Note Agreements.
Reference is also made to that certain Operating
Agreement dated October 10, 1986 (the "Operating Agreement")
between Raymond and the Company.
As a condition precedent to your respective
purchases of portions of said Notes, all as provided in said Note
Agreements, and as part of the consideration for said purchases,
Raymond hereby covenants and agrees that, so long as any Notes
shall remain outstanding:
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<PAGE> 241
1. Raymond will not, and will not permit the Company
to, fail to observe or perform any of the terms, covenants or
agreements contained in the Operating Agreement or terminate or
otherwise alter any of the terms or provisions thereof;
2. Raymond will make such purchases of capital stock
or make such capital contributions as may from time to time be
necessary to keep and maintain Net Worth (as defined in the Note
Agreements) of the Company in an amount not less than
$10,000,000; and
3. Raymond will deliver to you, if at the time you or
your nominee holds any Note, and to each other institutional
holder of the then outstanding Notes:
(a) Quarterly Statements -- as soon as
practicable after the end of the first, second and third
quarterly fiscal periods in each fiscal year of Raymond, and in
any event within 60 days thereafter, duplicate copies of:
(i) consolidated statements of financial
condition of Raymond and its consolidated
subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income,
shareholders' equity and changes in financial
position and of retained earnings of Raymond and
its consolidated subsidiaries for such quarter and
(in the case of the second and third quarters) for the
portion of the fiscal year ending with such quarter,
setting forth in each case in comparative form the
figures for the corresponding periods in the previous fiscal
year, all in reasonable detail and certified as complete and
correct, subject to changes resulting from year-end adjustments,
by a principal financial officer of Raymond;
(b) Annual Statements -- as soon as
practicable after the end of each fiscal year of Raymond, and in
any event within 120 days thereafter, duplicate copies of:
(i) consolidated statements of financial
condition of Raymond and its consolidated
subsidiaries at the end of such year, and
(ii) consolidated statements of income,
shareholders' equity and changes in financial
position of Raymond and its consolidated
subsidiaries for such year,
<PAGE>
<PAGE> 242
setting forth in each case in comparative form the figures
for the previous fiscal year, all in reasonable detail and
accompanied by an opinion thereon of Ernst & Whinney or other
independent certified public accountants of recognized national
standing selected by Raymond, which opinion shall state that such
financial statements have been prepared in accordance with
generally accepted accounting principles consistently applied
(except for changes in application in which such accountants
concur) and that the examination of such accountants in
connection with such financial statements has been made in
accordance with generally accepted auditing standards, and
accordingly included such tests of the accounting records and
such other auditing procedures as were considered necessary in
the circumstances;
(c) SEC Reports -- promptly upon their becoming
available one copy of each report and any registration statement
or prospectus filed by Raymond or any of its subsidiaries with
any securities exchange or with the Securities and Exchange
Commission or any successor agency;
(d) Materials Sent to Stockholders -- promptly
upon their becoming available, one copy of each financial
statement, report, notice or proxy statement sent by Raymond or
any of its subsidiaries to stockholders generally; and
(e) Requested Information -- with reasonable
promptness, such other data and information with respect to
Raymond and its subsidiaries as from time to time may be
reasonably requested.
4. Raymond will permit any of your representatives,
while you or your nominee holds any Note, or the representatives
of any other institutional holder of the Notes, at your or such
holder's expense, to visit and inspect any of the properties of
Raymond or any of its subsidiaries and to discuss their
respective affairs, finances and accounts with their respective
officers, employees and independent public accountants (and by
this provision Raymond authorizes said accountants to discuss
with your representatives the finances and affairs of Raymond and
its subsidiaries) all at such reasonable times and as often as
may be reasonably requested.
<PAGE>
<PAGE> 243
This agreement shall be binding upon Raymond,
its successors and assigns. The provisions of this agreement are
intended to be for the benefit of all holders, from time to time,
of the Notes and shall be enforceable by any such holder, whether
or not an express assignment to such holder of rights under this
agreement has been made by the original holder of any such Note
or by its successor or assign.
Very truly yours,
RAYMOND CORPORATION
By /s/
---------------------------------
Its
(CORPORATE SEAL)
Attest:
/s/
- ----------------------------------
Secretary
<PAGE>
<PAGE> 244
EXHIBIT F
SUBORDINATION PROVISIONS APPLICABLE TO
SUBORDINATED INDEBTEDNESS
A. The indebtedness evidenced by the
subordinated notes* and any renewals or extensions thereof, shall
at all times be wholly subordinate and junior in right of payment
to any and all indebtedness of the Company [here insert
description of indebtedness to which Subordinated Funded Debt is
Subordinated which in all events must include the Notes] (herein
called "Superior Indebtedness"), in the manner and with the force
and effect hereafter set forth:
(1) In the event of any liquidation, dissolution
or winding up of the Company, or of any execution, sale,
receivership, insolvency, bankruptcy, liquidation, readjustment,
reorganization, or other similar proceeding relative to the
Company or its property, all principal and interest, including
any interest accruing after the commencement of any such
proceeding, owing on all Superior Indebtedness shall first be
paid in full before any payment is made upon the indebtedness
evidenced by the subordinated notes; and in any such event any
payment or distribution of any kind or character, whether in
cash, property or securities (other than in securities or other
evidences of indebtedness, the payment of which is subordinated
to the payment of all Superior Indebtedness which may at the time
be outstanding) which shall be made upon or in respect of the
subordinated notes shall be paid over to the holders of such
Superior Indebtedness, pro rata, for application in payment
thereof unless and until such Superior Indebtedness shall have
been paid or satisfied in full;
(2) In the event that the subordinated notes are
declared or become due and payable because of the occurrence of
any event of default hereunder (or under the agreement or
Indenture, as appropriate) or otherwise than at the option of the
Company, under circumstances when the foregoing clause (1) shall
not be applicable, the holders of the subordinated notes shall be
entitled to payments only after there shall first have been paid
in full all Superior Indebtedness outstanding at the time the
subordinated notes so become due and payable because of any such
event, or payment shall have been provided for in a manner
satisfactory to the holders of such Superior Indebtedness; and
(3) During the continuance of any default with
respect to any Superior Indebtedness, no payment of principal,
premium or interest shall be made on the subordinated notes, if
either (i) notice of such default in writing or by telegram has
been given to the Company by any holder or holders of any
Superior Indebtedness, provided that judicial proceedings shall
be commenced with respect to such default within one hundred
twenty (120) days thereafter, or (ii) judicial proceedings shall
be pending in respect of such default.
- -----------------
* Or debentures or other designation as may be appropriate.
<PAGE>
<PAGE> 245
B. The holder of each subordinated note
undertakes and agrees for the benefit of each holder of Superior
Indebtedness to execute, verify, deliver and file any proofs of
claim, consents, assignments or other instruments which any
holder of Superior Indebtedness may at any time require in order
to prove and realize upon any rights or claims pertaining to the
subordinated notes and to effectuate the full benefit of the
subordination contained herein; and upon failure of the holder of
any subordinated note so to do any such holder of Superior
Indebtedness shall be deemed to be irrevocably appointed the
agent and attorney-in-fact of the holder of such note to execute,
verify, deliver and file any such proofs of claim, consents,
assignments or other instrument.
C. No right of any holder of any Superior
Indebtedness to enforce subordination as herein provided shall at
any time or in any way be affected or impaired by any failure to
act on the part of the Company or the holders of Superior
Indebtedness, or by any noncompliance by the Company with any of
the terms, provisions and covenants of the subordinated notes or
the agreement under which they are issued, regardless of any
knowledge thereof that any such holder of Superior Indebtedness
may have or be otherwise charged with.
D. The Company agrees, for the benefit of the
holders of Superior Indebtedness, that in the event that any
subordinated note is declared due and payable before its
expressed maturity because of the occurrence of a default
hereunder, (a) the Company will give prompt notice in writing of
such happening to the holders of Superior Indebtedness and (b)
all Superior Indebtedness shall forthwith become immediately due
and payable upon demand, regardless of the expressed maturity
thereof.
E. The foregoing provisions are solely for the
purpose of defining the relative rights of the holders of
Superior Indebtedness on the one hand, and the holders of the
subordinated notes on the other hand, and nothing herein shall
impair, as between the Company and the holders of the
subordinated notes, the obligation of the Company which is
unconditional and absolute, to pay the principal, premium, if
any, and interest on the subordinated notes in accordance with
their terms, nor shall anything herein prevent the holders of the
subordinated notes from exercising all remedies otherwise
permitted by applicable law or hereunder upon default hereunder,
subject to the rights of the holders of Superior Indebtedness as
herein provided for.
<PAGE>
<PAGE>
<PAGE> 246
Philadelphia National Bank
PO Box 7618
Philadelphia PA 19101-7618
215 973 3100
April 30, 1992
CoreStates
Raymond Leasing Corporation Philadelphia
Corporate Headquarters National Bank
Greene, NY 13778
Attention: Patrick McManus, President
Re.: Master Agreement (Full Recourse)
--------------------------------
Gentlemen:
You are in the business of leasing personal property to
lessees pursuant to leases. You wish, from time to time, to obtain
advances from us up to a maximum of $10,000,000 ("Maximum Line")
to enable you to purchase personal property. You will lease such
personal property ("Leased Property") to lessees ("Lessees")
pursuant to leases ("Leases"). If we make advances to you, such
advances will be subject to the terms of this Agreement.
You and we agree as follows:
1. Revolving Credit Loans
----------------------
A. Subject to the terms hereof, we are
establishing for your benefit a revolving line of credit
("Revolving Credit") on our books and records, pursuant to which,
we may lend to you, at our sole and absolute discretion, from time
to time such sums as you may request under the Maximum Line. The
Revolving Credit shall include all advances, other than Term Loans
(as defined below).
B. All advances under the Revolving Credit
("Revolving Credit Loans") shall be evidenced by a revolving credit
note in the form attached hereto as Exhibit "1.B" and signed by you
("Note"). You may repay and reborrow Revolving Credit Loans under
the Revolving Credit from time to time. The Note represents your
unconditional obligation to repay to us all Revolving Credit Loans
made under the Revolving Credit, with interest as herein and
therein provided.
C. The entire principal balance outstanding and
accrued interest of the Revolving Credit shall either be paid in
full on or before the Termination Date (as defined in Section 10)
or converted to a Term Loan pursuant to Section 3 hereof prior to
the Termination Date.
D. The outstanding balance of the Revolving Credit
shall bear interest at the per annum rate equal to one half of one
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<PAGE> 247
percent (1/2%) in excess of our prime rate as we establish from
time to time (which rate is not necessarily our lowest or best rate
of interest) with change in the rate becoming effective upon any
change in our prime rate ("Variable Rate") Interest on the
outstanding balance of the Revolving Credit shall be payable
quarterly and shall be calculated on the basis of a 360 day year,
counting the actual number of days elapsed.
2. Term Loans
----------
A. Subject to the terms hereof and provided you
are not then in Default and no event has occurred which with the
passage of time, the giving of notice or both, would become a
Default hereunder, under the Note, any Term Note or under any other
agreement, instrument or document in connection herewith, we may
from time to time, in our sole and absolute discretion, at your
request make advances to you under the Maximum Line in the form of
Term Loans or convert a Revolving Credit Loan(s) to a Term Loan.
In the event a Revolving Credit Loan is converted to a Term Loan,
the outstanding balance of the Revolving Credit shall be reduced by
the principal amount of such Term Loan. In no event shall the
initial principal amount of any Term Loan be less than Five Hundred
Thousand ($500,000) Dollars.
B. Each Term Loan will be evidenced by a note in
form satisfactory to us and signed by you (the "Term Note") in the
form attached hereto as Exhibit "2.B".
C. 1) You shall elect in writing at the time of,
and in, your borrowing request to have a Term Loan bear interest at
the Variable Rate or the per annum fixed rate of interest we quote
("Fixed Rate") . Interest on each Term Loan shall be calculated on
the basis of a 360 day year, counting the actual number of days
elapsed.
2) For Term Loans subject to Variable Rate,
you may prepay all or part of such Term Loan upon five (5) business
days prior written notice. Term Loans subject to a Fixed Rate may
be prepaid in whole or part by giving us five (5) business days
prior written notice, and the payment of a prepayment fee as
hereafter calculated. Your notice will irrevocably bind you to
make prepayment on, with the prepayment fee (if any) and accrued
interest to, the date stated in the notice ("Prepayment Date").
The prepayment fee (which must be paid whether prepayment is
voluntary or involuntary) is an amount equal to the excess, if any,
of (a) the net present value of all scheduled remaining principal
and interest payments on the prepaid portion of the Term Loan
discounted at a rate equal to the then existing yield to maturity
of U.S. Treasury obligations with a maturity nearest to the
scheduled maturity of the Term Loan over (b) the principal amount
to be prepaid. You agree that this fee payable to us is a
reasonable estimate of our damages and not a penalty.
<PAGE>
<PAGE> 248
3) Each Term Loan, together with accrued
interest, shall be repaid in quarterly installments as set by us at
the time you elect such advance to initially be a Term Loan or
convert a Revolving Credit Loan(s) to a Term Loan. In no event
will the maturity of any Term Loan exceed 60 months from the date
of the corresponding Tern Note.
3. Borrowing Base/Advances
-----------------------
A. Provided you are not in Default and no event
has occurred which with the passage of time, the giving of notice,
or both would become a Default hereunder, under the Note, any Term
Note, or any other agreement, instrument, or document in connection
herewith, we may from time to time, in our sole and absolute
discretion, make advances to you. If we choose to so advance, the
advance may be in the form of a Revolving Credit Loan or Term Loan.
The aggregate outstanding principal amount of all Revolving Credit
Loans and Term Loans shall not exceed the lesser of (i) the Maximum
Line or (ii) the difference between (x) an amount equal to 85% of
(a) the gross Qualifying Leases less (b) unearned income, any
advance payments, security deposits and broker's fees and (y) your
total indebtedness for borrowed money from all creditors except us
("Borrowing Base"). At all times the aggregate outstanding balance
of all Term Loans and the Revolving Credit Loans must be less than
the amount of the Borrowing Base.
For the purpose of this Agreement, "Qualifying Leases"
means the aggregate of all remaining minimum lease payments due
under all Leases which: (1) are not subject to any lien, security
interest or prior assignment; (2) are valid and enforceable Leases,
representing the undisputed obligation of each Lessee, not more
than 90 days contractually past due; (3) are not subject to any
defense, set off, counterclaim, deduction, or allowance or
adjustment; (4) provide for the lease of items of Leased Property
which are not subject to any lien, security interest or other
encumbrance; (5) arose in the ordinary course of your business and
have a remaining term of not greater than 60 months; (6) you have
not received notice of bankruptcy, receivership, reorganization,
insolvency or financial embarrassment of the Lessee; (7) the Lessee
is not a subsidiary or affiliate of yours, does not control you,
and is not under the control of or under common control with you;
(8) are not Defaulted Leases as that term is defined in Section 4.B
hereof; (9) the Lessees and Leased Property are located in the
United States; and (10) comply with all the general warranties set
forth in Section 7 hereof.
B. Each Revolving Credit Loan will be duly noted
on our books and records. We will notify you each month of the
balance under the Revolving Credit and all Term Loans as of the
last day of the immediately preceding month. The actual amount due
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<PAGE> 249
and owing from time to time under the Revolving Credit and all Term
Loans shall be conclusively evidenced by our books and records of
receipts and disbursements absent manifest error.
C. Anytime the aggregate outstanding principal
balance of all Term Loans and Revolving Credit Loans exceeds the
Borrowing Base you must immediately prepay an amount equal to such
excess. Such prepayment shall be applied first to reduce the total
outstanding balance, including accrued interest, of the Revolving
Credit, and then to reduce the outstanding balance, including
accrued interest and applicable prepayment fees, of the Term Loans,
in such order as we deem advisable. Prepayments of the principal
portion of any Term Loan will be applied to installment payments in
the inverse order of maturity.
4. Other Terms
-----------
A. Your liability under the Notes and Term Notes
is with full recourse to you.
B. A "Defaulted Lease" is one where (i) payments
are more than 90 days contractually past due under such Lease or
under any other Lease with the same Lessee; (ii) the Lease or
Leased Property becomes subject to any tax lien, or security
interest, lien or encumbrance (iii) the Leased Property is
destroyed; or (iv) the Lessee is otherwise in default (other than
a default as referenced in subparagraph 4.B(i) above) in accordance
with terms of the Lease.
C. We may at any time, during normal business
hours, audit your books and records and take such steps as are
necessary to confirm your aggregate outstanding indebtedness for
borrowed money to all creditors.
5. Preconditions to First Advance
------------------------------
A. Before we will make the first advance, you will
deliver to us the following (dated and signed in form and substance
satisfactory to us):
1) An opinion of your counsel as to all
matters referenced in paragraph 7.A and 7.B below.
2) A certified copy of a resolution of your
Board of Directors authorizing the borrowing herein provided for,
the execution and delivery of the Master Agreement and the
endorsement and execution of each and every agreement, instrument and
document to be executed in connection herewith.
<PAGE>
<PAGE> 250
3) Certified copies of your Articles of
Incorporation and By-laws and a current Certificate of Good
Standing from each jurisdiction where you have a place of business.
4) A listing of all other recourse warehouse
lines of credit and other recourse loans, including the name of the
Lender and the outstanding principal balances then remaining
thereunder.
5) A Note signed by you.
6) A Borrowing Base Schedule certifying
availability under the Maximum Line.
7) An Officer's Certificate certifying
compliance with the terms and conditions of the Agreement.
8) A UCC search, satisfactory to us in our
sole discretion, in such jurisdictions as we shall request.
B. You shall have delivered to us a loan
administration fee in the amount of $25,000 which shall be deemed
earned in full with the execution of this Agreement.
6. Preconditions to Advances
-------------------------
Before we will make any advance or convert a
Revolving Credit Loan(s) to a Term Loan:
A. you will deliver to us the following (dated and
signed) in form and substance satisfactory to us:
1) a borrowing request setting forth the
requested closing date (but no sooner than 2 business days after we
receive the request), whether the advance will initially be a
Revolving Credit Loan or a Term Loan, the requested advance amount,
a Borrowing Base Schedule in the form attached hereto as Exhibit
"6.A.1" setting forth the Borrowing Base available to calculate
borrowings under the Maximum Line, any information required by this
Agreement and such other information as we shall reasonably
request,
2) for each Term Loan or conversion of a
Revolving Credit Loan(s) to a Term Loan, a Term Note signed by you,
3) such financial information concerning any
of the Leases, you or any Lessee as we may reasonably request,
<PAGE>
<PAGE> 251
4) such other instruments, agreements and
documents as we reasonably request to carry out the intent of the
parties to this Agreement.
B. You must not be in Default and no event must
have occurred which with the passing of time or the giving of
notice would become a Default hereunder or under any Note or Term
Note or any other agreement, instrument or document in connection
herewith.
7. Representations and Warranties
------------------------------
You warrant and represent to us on, and as of, the
date hereof and on, and as of, the date of each advance:
A. Your Status
-----------
1) You are incorporated (and in good
standing), qualified to business and have places of business as
provided on Exhibit "7.A". You are qualified to do business in all
jurisdictions where such qualification is required by applicable
law. You also have the power and authority to own your property
and to carry on your business as now being and hereafter proposed
to be conducted. You have delivered to us true and correct copies
of your Articles of Incorporation and By-laws as well as a current
Certificate of Good Standing from each jurisdiction where you
maintain a place of business.
2) You have no subsidiaries or tradenames and
for the past five years have not had any subsidiaries, other names
or trade names except as provided in Exhibit "7.A."
B. Status of this Agreement
------------------------
1) The execution, delivery and performance by
you of this Agreement will not constitute a default under any loan
or credit agreement or any other instrument, agreement or document
to which you are a party or bound.
2) This Agreement constitutes your valid,
legal and binding obligation enforceable in accordance with its
terms and you have delivered to us a corporate resolution and
incumbency certificate as a precondition to the execution of this
Agreement.
C. Your Financial Condition
------------------------
1) All information, schedules, exhibits,
reports, financial statements, and other instruments, agreements
<PAGE>
<PAGE> 252
and documents furnished by you to us in connection with this
Agreement ("Information") are true, correct and complete.
2) You have furnished the following financial
statements to us: audited financial statements for the fiscal year
ending December 31, 1991. Such financial statements fairly present
your financial condition on the dates thereof and the results of
operations for the periods then ended and were prepared in
accordance with generally accepted accounting principals
consistently applied ("GAAP"). There has been no material adverse
change in your business, operations, properties or condition
(financial or otherwise) since the date of these financial
statements.
3) You have filed all federal, state and
local tax returns you must file by law and have paid or escrowed
all taxes you must by law pay, including but not limited to all
sales taxes incurred on the sale and purchase of the Leased
Property.
4) There are no actions, suits or proceedings
pending, or to your knowledge threatened, against or affecting you
or any of your properties before any court or governmental entity,
which, if determined adversely to you, would have a material
adverse effect on your business, operations, properties or
condition (financial or otherwise).
D. General Warranties
------------------
1) For each Lease with an unpaid balance in
excess of $5,000 you will use, and have used, your best efforts to
file within 10 days of receipt by the Lessee of possession of
Leased Property, such UCC financing statements (listing you as
secured party, the Lessee as debtor, and such Leased Property as
collateral) in such locations as would be required by applicable
law (if you were a secured party and Lessee were a debtor) in order
to perfect a security interest in such Leased Property under the
UCC.
2) For each Lease, you have made an adequate
credit investigation of the Lessee thereunder and have determined
that such Lessee's credit is satisfactory.
3) No more than 10% of Qualifying Leases
shall be for Leased Property leased to the same Lessee.
4) Each Lease contains substantially the same
printed provisions, undeleted and unmodified, as those contained in
the standard lease form attached as Exhibit "7.D.4."
<PAGE>
<PAGE> 253
5) You have supplied all Information and made
herein all warranties and representations concerning you and your
business, operations, properties and condition (financial or
otherwise) that we should know.
8. Covenants
---------
A. You shall:
1) promptly make available to us upon request
evidence of the proper filing of all UCC-1 financing statements
that you are required to file and that you warrant have been filed,
hereunder in form and substance satisfactory to us.
2) furnish us within 120 days after the close
of each fiscal year, your financial statements and those of Raymond
Corporation for such fiscal year, including balance sheets, income
statements and statements of change in financial position as of the
end of such fiscal year, audited by Ernst and Young or another
independent certified public accountant acceptable to us, prepared
in accordance with GAAP, along with a copy of the covenant
compliance audit letters prepared by such accountant.
3) furnish us within 45 days after the close
of each quarter in each fiscal year, financial statements of
Raymond Corporation for such period prepared in accordance with
GAAP, including balance sheet and income statement as of the end of
such period, certified as true, correct and complete by Raymond
Corporation's president, treasurer or chief financial officer.
4) furnish us within 20 days after the end of
each month, your internally prepared monthly financial statements
for such period, including balance sheet and income statement as of
the end of such period prepared in accordance with GAAP, certified
as true by your president, treasurer or chief financial officer.
5) furnish us within 20 days after the end of
each month, or as otherwise requested by us, an aging summary for
all Qualifying Leases.
6) furnish us within 20 days after the end of
each month, and with every borrowing request, a Borrowing Base
Schedule setting forth the Borrowing Base calculation for
availability under the Maximum Line.
7) monitor each Lease and the Leased Property
and accurately reconcile the next Borrowing Base Schedule any time
a Lease ceases to be a Qualifying Lease.
8) maintain a deposit account with us.
<PAGE>
<PAGE> 254
9) within 10 days of our request therefor,
furnish us with copies of your consolidated federal income tax
returns filed by your parent company, Raymond Corporation.
10) keep your books and records accurately and
consistent with sound business practices and will furnish to us on
request such reports concerning your business, operations,
properties or condition (financial or otherwise), as we deem
advisable in form and substance satisfactory to us, and we may
inspect and make copies of your books and records at any time.
11) immediately notify us (a) if you are a
party to any litigation where you may have to pay, or deliver
assets valued at more than $100,000 (whether or not the claim is
insured, (b) if you are the subject of any investigation (civil or
criminal) or any administrative proceeding or (c) upon the
occurrence of any event which may have a materially adverse affect
on your financial condition or business.
12) notify us 30 days before (a) you change
your name or (b) you change, delete or add a tradename or (c) you
change, delete or add a place of business.
13) not sell, transfer, lease or otherwise
dispose of any of your property (except in the ordinary course of
business) which in the aggregate is valued at more than 10% of your
gross assets.
14) not make or have outstanding loans,
advances or extensions of credit of any kind whatsoever to any
shareholder or other person, corporation or other entity except as
fully disclosed on Exhibit 8.A.14 hereto, which is incorporated by
reference herein.
15) maintain at all times Tangible Net Worth
of not less than $20,000,000 and retain as capital contributions at
least 50% of net income. "Tangible Net Worth" means tangible
assets minus liabilities as appear on your balance sheet.
16) maintain at all times an interest
coverage ratio of at least 1.30:1 on a rolling four quarter
basis. "Interest coverage ratio" means the ratio of earnings
before interest and taxes (less extraordinary items of
income) to interest expense.
17) not allow Senior Indebtedness to exceed
300% of the sum of your Tangible Net Worth plus Subordinated
Funded Indebtedness. Subordinated Funded Indebtedness shall not
exceed 100% of your Tangible Net Worth. Subordinated Funded
<PAGE>
<PAGE> 255
Indebtedness means any of your indebtedness or liabilities which are
expressly subordinated to your Liabilities to us.
18) not create, assume, incur or suffer to
exist any mortgage, lien, pledge, charge, security interest or
other encumbrance of any kind except secured debt arising in the
ordinary course of your business and debt secured by
purchase money liens on equipment used in your daily operation,
provided (A) the principal amount of debt secured does not exceed
75% of the lesser of the cost or fair market value of the
collateral and (B) that the principal amount of such secured debt
does not exceed 2% of your Tangible Net Worth.
19) not declare any distributions with
respect to your capital stock unless, immediately after giving
effect thereto, the sum of distributions would not exceed 50% of
cumulative net income (minus 100% of any net loss) subsequent to
December 31, 1990. In addition, you shall not authorize or make
any distributions if, after giving effect thereto, a Default
hereunder or an event of default under any other agreement for
borrowed money would exist.
20) not enter into leases, as lessee, for
real or personal property, except leases for real and personal
property which do not provide, in the aggregate, for annual rental
payments in any subsequent fiscal year in excess of 2% of
your Tangible Net Worth for such year.
21) permit not more than 15% of the
aggregate of all Leased Property (calculated based on original
cost) to be Leased Property manufactured by entities other than
Raymond Corporation. For purposes of this restriction, batteries
and chargers shall be deemed to be Leased Property manufactured by
Raymond Corporation. In addition, you shall not permit the
aggregate value of Leases with a term in excess of 5 years to
exceed 20% of the aggregate value of all Leases.
22) not purchase Leased Property from
Raymond Corporation dealers or from manufacturers except for
purposes of leasing such Leased Property to third parties under
Qualified Leases; provided however, that you may own Leased
Property for your rental fleet with a net book value equal, at any
one time, to no greater than your Tangible Net Worth.
23) only invest, to the extent you
choose to invest, in (1) direct obligations of the United States,
or any agency thereof, (2) certificates of deposit in each case
maturing within one year from the date of acquisition and issued by a
United States bank or trust company having capital, surplus and undivided
profits aggregating at least $500,000,000, and (3) commercial paper
<PAGE>
<PAGE> 256
rated P-1 or its equivalent by a nationally recognized credit
rating agency and maturing within 270 days of acquisition.
24) do or cause to be done all things
necessary to preserve and keep in full force and effect your
corporate existence and to comply with all laws applicable to you
and your businesses, and to maintain and preserve in good condition
all of your property used in the conduct of your business.
25) pay and discharge or cause to be paid and
discharged all taxes, assessments, and governmental charges or
levies imposed upon you or upon your income and profits, or upon
any of your property, real, personal and mixed, including without
limitation, the Leased Property, or upon any part thereof, before
the same shall be in default, as well as all lawful claims for
labor, materials and supplies, and other claims which, if not paid,
might become a lien or charge upon such properties or any part
thereof provided, however, that any such tax, assessment, charge,
levy or claim need not be paid if the validity thereof shall
currently be contested in good faith by appropriate proceedings and
you shall have set aside on your books adequate reserves with
respect thereto.
26) promptly notify us of the occurrence of
any Default hereunder, or any fact, condition, or event which with
the passage of time, the giving of notice or both would become a
Default hereunder.
27) promptly notify us in writing if any
agreement for borrowed money between you and another financial
institution contains, or is amended to contain, financial or
performance covenants more restrictive than those contained herein
and upon our request, you agree to amend this Agreement accordingly
so that your covenants to us are substantially the same as those
contained therein.
9. Default
-------
A. The occurrence of any one or more of the
following events shall constitute a Default hereunder and we shall
thereupon have the option to declare you in Default under this
Agreement, and all other existing and future agreements of any kind
(related or unrelated) with us, and declare all existing and future
liabilities, indebtedness and obligations of you to us, whether
joint or several, matured or contingent, due or to become due,
(including without limitation, liabilities under the Revolving
Credit Loans and Term Loans) ("Liabilities") immediately due and
payable, including but not limited to, interest, principal,
expenses, advances to protect our interests and all of our rights
<PAGE>
<PAGE> 257
hereunder and thereunder, all without demand, notice, presentment
or protest or further action of any kind:
1) if you fail to make any payment of
principal or interest due hereunder, under the Note, or under any
Term Note when such payment is due and payable;
2) if you fail to perform or observe any
other term, covenant or agreement contained in this Agreement, or
any other agreement, instrument or document related hereto;
3) if you fail to pay any of the reasonable
charges, fees or any other monetary obligations owing to us arising
out of or incurred in connection with this Agreement when such
payment is due and payable;
4) if any statement, report, financial
statement, or certificate made or delivered by you or any of your
officers, employees or agents to us is not true and correct in all
material respects when made;
5) if any warranty, representation or other
statement made by you or on your behalf contained in this
Agreement, or any other agreement, instrument or document furnished
in compliance with or in reference to this Agreement, or in any
other existing or future agreement between you and us, is false,
erroneous or misleading in any material respect when made;
6) if you shall default beyond any applicable
grace period under any agreement with any creditor for borrowed
money, if the effect of such default is to cause or enable the
holder of your obligations to declare any such obligation to become
due prior to its stated maturity date or prior to its regularly
date of payment;
7) if you breach or violate the terms of, or
if a default occurs under, any other existing or future agreement
(related or unrelated) between you and us;
8) if any final judgment for the payment of
money in excess of $100,000 (not fully and unconditionally covered
by insurance) shall be rendered by a court of record against you;
9) if you make an assignment for the benefit
of creditors generally, offer a composition or extension to
creditors, or make or send notice of an intended bulk sale of any
business or any assets now or hereafter conducted by you;
10) upon the commencement of any action for
your dissolution or liquidation, or the commencement of any
<PAGE>
<PAGE> 258
proceeding to avoid any transaction entered into by you, or the
commencement of any case or proceeding for reorganization or
liquidation of your debts under the Bankruptcy Code or any other
state or federal law, now or hereafter enacted for the relief of
debtors, whether instituted by or against you;
11) upon the application for the appointment
of a receiver, liquidator, custodian, trustee or similar official
or fiduciary for you or any of your property;
12) upon the issuance of any execution or
distraint process against you, or any of your property;
13) if you cease any material portion of your
business operations as presently conducted; or if you fail to
comply with ERISA, so that the grounds exist to permit the
appointment of a trustee under ERISA to administer your employee
plans or to allow the Pension Benefit Guaranty Corporation to
institute proceedings to appoint a trustee to administer such
plans, or to permit the entry of a lien to secure any deficiency or
claim;
14) if any of your stock is sold or otherwise
transferred by Raymond Corporation, which holds 100% of your stock
on the date hereof;
15) if Raymond Corporation merges or
consolidates with any person or entity or dissolves or commences
any dissolution, reorganization or liquidation proceeding; or
16) if any indication or evidence is received
by us that you may have directly or indirectly been engaged in any
type of activity which, in our discretion, might result in the
forfeiture of any of your property to any governmental entity,
federal, state or local.
B. On Default, in addition to all other rights,
remedies and powers available to us at law or equity, we may,
without limitation:
1) declare all your Liabilities to us
immediately due and payable without notice or demand;
2) notwithstanding the discretionary nature
of the lending facility described herein, cease to make any further
Revolving Credit Loans or Term Loans;
3) exercise all rights and remedies hereunder
and under any or all of the Term Notes or the Note; and
<PAGE>
<PAGE> 259
4) setoff without notice to you, any and all
deposits or other sums at any time or times credited by, or due
from us to you, whether in a demand deposit account, special
account or other account or represented by a certificate of deposit
(whether or not matured).
10. Termination of This Agreement
-----------------------------
This Agreement shall terminate on May 31, 1993,
unless we agree, upon your written request, to renew it for an
additional one year period. You may thereafter request in writing
that this Agreement be renewed annually. You shall have the right
to request such renewal not less than 90 days prior to the May 31
anniversary date. The date of termination shall be the "Termination
Date." Until Default, all advances hereunder may be repaid in
accordance with the terms of the Note or Term Notes. On Default,
we may terminate this Agreement immediately, without notice or
demand, and all Liabilities to us shall be immediately due and
payable. Termination shall not affect the rights, remedies or
powers or the obligations of the parties with respect to any
existing Liability or collateral or guarantees, sureties or
accommodations thereof and until all Liabilities are paid in full,
You will comply with all covenants hereunder.
12. Miscellaneous
-------------
A. This Agreement shall bind and inure to the
mutual benefit of you and us and our respective successors and
assigns, except you may not assign your rights hereunder.
B. Time is of the essence of this Agreement, which
constitutes the entire understanding between you and us. There are
no oral agreements.
C. Our failure or delay in exercising any right,
power or remedy will not be a waiver thereof. All waivers,
modifications or terminations must be in writing, signed by us.
Our single or partial exercise of any right, power or remedy does
not preclude any other exercise thereof. All rights, powers and
remedies are cumulative and concurrent.
D. Neither we nor any of our employees shall be
liable for any action or inaction relating to this Agreement except
for gross negligence or willful misconduct.
E. Except as otherwise provided herein, all
notices, requests, demands and other communications in connection
with this Agreement, the Note or any Term Note ("Notices") shall
be in writing sent via nationally recognized overnight courier, via
telecopy or mailed, by first class or certified mail, return
<PAGE>
<PAGE> 260
receipt requested postage prepaid and at the addresses set forth
below:
If to you:
Raymond Leasing Corporation
Corporate Headquarters
Greene, NY 13778
Attention: Patrick J. McManus, President
Telecopy: 607/656-9005
If to us:
CoreStates Bank N.A.
Transportation and Equipment Finance Department
FC 1-3-19-21
1500 Market Street
Philadelphia, PA 19101
Attention: Ellen Marie Slysh, Vice President
Telecopy: 215/786-7704
or, at such other address designated by such party by Notice
complying with this section. Notices shall be effective on the
earlier of receipt or one day after delivered to the courier in the
case of overnight mail, one day after transmission if sent via
telecopy and three days after deposited in the mails, if mailed.
F. On demand, you will pay all our reasonable
costs and expenses incurred in the administration of the lending
facility described herein (including but not limited to all legal
fees and costs) including without limitation those (1) in
connection with the negotiation of, modification to or amendment to
this Agreement, the Note, any Term Note, or any other instrument,
agreement or document in connection herewith, (2) in connection
with the enforcement of any right, remedy or power pursuant to this
Agreement, the Note or any Term Note,, or any other instrument,
agreement or document in connection herewith, and (3) in connection
with any audit of your books and records performed by us.
G. We may apply all payments received from you or
sums from liquidation of security against any of your Liabilities
to us in such order as we deem advisable.
H. You shall indemnify, defend (with counsel
satisfactory to us) and hold us harmless against and in respect of
(1) any loss, damage or deficiency resulting from any breach of
warranty or representation or nonfulfillment of any agreement by
you under this Agreement and (2) all actions, suits, proceedings,
demands, assessments, judgments, costs, legal fees and expenses
incident to any of the foregoing. Any amount reasonably required
<PAGE>
<PAGE> 261
to be paid pursuant to the foregoing shall be paid by you to us on
demand and may at your option be deducted from or set off against
any existing or future debt, liability or obligation of us to you.
I. YOU IRREVOCABLY CONSENT TO THE EXCLUSIVE
JURISDICTION OF THE PHILADELPHIA COMMON PLEAS COURT AND/OR THE
UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF
PENNSYLVANIA IN ALL ACTIONS AND PROCEEDINGS BETWEEN YOU AND US AND
AGREE TO SERVICE OF PROCESS BY CERTIFIED MAIL, RETURN RECEIPT
REQUESTED. POSTAGE PREPAID TO YOUR ADDRESS AS IT APPEARS ON OUR
BOOKS AND RECORDS. YOU WAIVE JURY TRIAL.
J. You waive presentment, demand, protest, notice
of default, nonpayment, partial payment and all other notices and
formalities relating to this Agreement other than notices
specifically required hereunder.
K. This Agreement contains the entire agreement
between the parties hereto.
L. All warranties, covenants, and representations,
whether affirmative or negative, shall survive the making of this
Agreement and the loan of monies hereunder and each shall be deemed
to be continuing in force and effect and substantial and material
in nature.
M. All words shall be construed to be of such
number and gender as the circumstances require. This Agreement
shall be governed by Pennsylvania law. If any part hereof is
adjudged illegal, invalid or amended, the remainder shall remain in
full force and effect. You and we intend to be legally bound by
this Agreement. Headings are for the convenience of the parties
and shall not amend any term of this Agreements.
If this Agreement is acceptable, please sign the original
and one copy and return the original to us within ten (10) days
from the date hereof or this Agreement will be void.
<PAGE>
<PAGE> 262
This Agreement will become effective upon our receipt of
the original fully executed Agreement in Philadelphia,
Pennsylvania.
CORESTATES BANK, N.A.
By: /s/
---------------------------------
Its:
-------------------------------
We agree to be legally bound by all terms and conditions of this
Agreement.
RAYMOND LEASING CORPORATION
By:
------------------------------------
Attest:
--------------------------------
<PAGE>
<PAGE> 263
Exhibit 1. B
REVOLVING CREDIT NOTE
---------------------
$10,000,000 ______________________________, 1992
Philadelphia, Pennsylvania
FOR VALUE RECEIVED, RAYMOND LEASING CORPORATION, a __________________
corporation ("Borrower") hereby promises to pay, on or before the
Termination Date, to the order of CORESTATES BANK, N.A. ("Bank") at the
offices of Bank at 1500 Market Street, Philadelphia, PA 19101, the
principal sum of Ten Million Dollars ($10,000,000) or, if less, the
aggregate outstanding amount of all Revolving Credit Loans made
pursuant to the Master Agreement (Full Recourse), of even date
herewith, as may be amended from time to time ("Master Agreement"),
together with accrued interest thereon as provided herein. All
capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the Master Agreement.
The Borrower shall pay Bank interest from the date hereof on
the outstanding principal balance hereunder at the per annum rate
equal to one-half percent (1/2%) in excess of the Prime Rate.
Interest shall accrue on the outstanding principal balance and
shall be calculated on the basis of a 360-day year counting the
actual number of days elapsed and shall be payable quarterly on the
first day of each fiscal quarter commencing July 1, 1992.
"Prime Rate" means that rate of interest periodically
established and designated "prime" by the Bank, which may not
necessarily be the Bank's lowest or best rate of interest, as such
rate may change from time to time, all such changes in the Prime
Rate to be effective immediately.
BORROWER'S LIABILITY UNDER THIS NOTE IS WITH FULL RECOURSE TO
BORROWER.
In the event of default hereunder, under the Master Agreement
or any Term Note, or any other agreement, instrument or document in
connection with any of the foregoing, Bank shall have all rights,
powers and remedies provided at law and equity including without
limitation the right to declare all of Borrower's Liabilities to
Bank immediately due and payable without notice or demand. All
costs and expenses of collection, including attorneys' fees, shall
be added to and become part of the principal of this Note and shall
be collectible as part of such principal.
Borrower irrevocably consents to the exclusive jurisdiction of
the Philadelphia Common Pleas Court and/or the United States
District Court for the Eastern District of Pennsylvania in all
actions and proceedings between Borrower and Bank and agrees to
<PAGE>
<PAGE> 264
service of process by certified mail, return receipt requested,
postage prepaid to Borrower's address as it appears on Bank's books
and records. Borrower waives jury trial.
No failure or delay on the part of the holder in exercising
any right, power or privilege hereunder and no course of dealing
between Borrower and any holder shall operate as a waiver thereof
nor shall any single or partial exercise of any right, power or
privilege hereunder preclude any other or further exercise thereof
or the exercise of any other right, power, or privilege. The
rights and remedies herein expressly provided are cumulative and
not exclusive of any rights or remedies which a holder would
otherwise have.
Borrower hereby waives presentment, demand, protest, notice of
protest, notice of default, nonpayment, partial payments and all
other demands, notices or formalities of any sort in connection
with the delivery, acceptance, performance, default, dishonor or
enforcement of this Note.
This Note is the Revolving Credit Note referred to in, and is
entitled to the benefits of, the Master Agreement between the
Borrower and the Bank.
All words shall be construed to be of such number and gender
as the circumstances require. This Note shall be governed by
Pennsylvania law. If any part hereof is adjudged illegal, invalid
or amended, the remainder shall remain in full force and effect.
Borrower intends to be legally bound by this Note.
RAYMOND LEASING CORPORATION
By:
----------------------------------
Received and accepted
by CoreStates Bank, N.A.
in Philadelphia, Pennsylvania
By:
-------------------------------
<PAGE>
<PAGE> 265
Exhibit 2.B
TERM NOTE (FULL RECOURSE)
Philadelphia, Pennsylvania
$ Date
--------------------------- ---------------------------
FOR VALUE RECEIVED, RAYMOND LEASING CORPORATION, ("Borrower")
hereby promises to pay to the order of CORESTATES BANK, N.A.
("Bank") at the offices of Bank at 1500 Market Street,
Philadelphia, Pennsylvania 19101 __________________________________
($ ________________________) ("Principal Balance") in _________ consecutive
quarterly installments comprised of __________ equal quarterly
installments of $ ___________________ each on the first day of each fiscal
quarter beginning on ________________________________ and a final
quarterly installment equal to the remaining outstanding Principal
Balance and all accrued but unpaid interest, fees and other
charges. Accrued interest shall be paid quarterly with each
quarterly installment. Interest shall accrue on the unpaid
Principal Balance as follows (check applicable box):
____ at the rate of 1/2% per annum in excess of Bank's prime
rate as Bank establishes from time to time (which rate is not
necessarily Bank's lowest or best rate of interest) with change in
the rate becoming effective upon any change in Bank's prime rate.
____ at the rate of ______ % per annum.
Interest shall be computed on the basis of a 360 day year, counting
the actual number of days elapsed.
Borrower may prepay all or part of the obligation under this
Note upon 5 business days prior written notice as more fully set
forth in the Master Agreement (Full Recourse) between Borrower and
Bank, as may be amended from time to time ("Master Agreement").
BORROWER'S LIABILITY UNDER THIS NOTE IS WITH FULL RECOURSE TO
BORROWER.
This Tern Note is issued by Borrower to Bank pursuant to and
is subject to the Master Agreement. Borrower will be in Default
hereunder if Borrower (1) fails to pay any debts, liabilities or
obligations to Bank arising under this Note; (2) is in Default
under the Master Agreement; or (3) is in Default under any existing
or future instrument, agreement or document in favor of Bank. Upon
default, Bank may in addition to all other rights, remedies and
powers provided at law or equity, declare all Borrower's
liabilities to Bank immediately due and payable without notice or
demand.
<PAGE>
<PAGE> 266
On demand, Borrower will pay all Bank's costs and expenses
(including but not limited to all legal fees and costs) in
connection with the enforcement of any right, remedy or power
pursuant to this Note.
Borrower hereby waives presentment, demand, protest,
notice of protest, notice of default, non-payment, partial payments
and all other demands, notices and formalities of any sort in
connection with the delivery, acceptance, performance, default,
dishonor or enforcement of the Note.
Borrower irrevocably consents to the exclusive jurisdiction of
the Philadelphia Common Pleas Court and/or the United States
District Court for the Eastern District of Pennsylvania in all
actions and proceedings between Borrower and Bank and agrees to
service of process by certified mail, return receipt requested,
postage prepaid to Borrower's address as it appears on Bank's books
and records. Borrower waives jury trial.
No failure or delay on the part of the holder in exercising
any right, power or privilege hereunder and no course of dealing
between Borrower and Bank shall operate as a waiver thereof nor
shall any single or partial exercise of any right, power or
privilege hereunder preclude any other or further exercise thereof
or the exercise of any other right, power, or privilege. The
rights and remedies herein expressly provided are cumulative and
not exclusive of any rights or remedies which Bank would otherwise
have.
All words shall be construed to be of such number and gender
as the circumstances require. This Note shall be governed by
Pennsylvania law. If any part hereof is adjudged illegal, invalid
or amended, the remainder shall remain in full force and effect.
Borrower intends to be legally bound by this Note.
RAYMOND LEASING CORPORATION
By: /s/
---------------------------------
Title:
----------------------------------
Received and accepted by
CoreStates Bank, N.A.
in Philadelphia, Pennsylvania:
By: /s/
--------------------------------
<PAGE>
<PAGE> 267
EXHIBIT 6.8.1
CORESTATES PHILADELPHIA NATIONAL BANK
BORROWING BASE CERTIFICATE
DATE:_____________________
NUMBER:_____________________
AS OF:_____________________
Pursuant to a Master Agreement (Full Recourse) between RAYMOND
LEASING CORPORATION ("Borrower") and CoreStates Philadelphia
National Bank ("Bank"), and any amendment thereto, Borrower hereby
certifies as of the date hereof, as follows:
1. Lease Receivables (current) (net of $
unearned income, advance payments,
security deposits and brokers' fees)
2. Non Qualifying Leases (those Leases $
which are not Qualifying Leases)
3. Qualifying Leases (item 1 less item 2) $
4. 85% of Qualifying Leases $
(.85 x item 3)
5. Maximum Line $10,000,000.00
6. Total indebtedness for borrowed money from $
all creditors (excluding Bank)
7. Gross Availability under the Maximum $
Line (lesser of (a) item 5 or (b) item
4 minus item 6)
8. Aggregate Principal Amount of Term $
Loans Outstanding
9. Aggregate Principal Amount $
Outstanding Under Revolving Credit
10. Total Principal Amount Outstanding $
(item 8 plus item 9)
11. Net Availability $
(item 7 less item 10)
12. Excess (Deficiency) as a % of %
Loans outstanding
All capitalized terms not defined herein shall have the meaning
ascribed to them in the Master Agreement (Full Recourse). Borrower
is not in Default under the Master Agreement (Full Recourse), the
Note any Term Note or other instrument, document or agreement or
any other liability to Bank.
RAYMOND LEASING CORPORATION
By:
-----------------------------------
Title:
--------------------------------
<PAGE>
<PAGE> 268
EXHIBIT 7.A
-----------
1. State of Incorporation: Delaware
----------------------
2. Places of business: New York
------------------
3. Qualifications to do business: Delaware, New York
-----------------------------
4. Subsidiaries: Raymond Rental Corporation (a New York
------------ Corporation)
5. Affiliates: None
----------
6. Tradenames: Ray-Lease, Inc.
----------
(Raymond Leasing Corporation was originally incorporated as
Ray-Lease, Inc. Pursuant to a Certificate of Amendment of
Certificate of Incorporation filed in Delaware in 1984, the
name of the Company was changed to Raymond Leasing Corporation. A
Certificate Amending Application for Authority to do business in
the State of New York, confirming the change in name from
Ray-Lease, Inc. to Raymond Leasing Corporation, was filed in New
York in 1987. This information is included since the 1987 filing
occurred within 5 years of the closing, although the name
"Ray-Lease, Inc." was not being used as a tradename).
<PAGE>
<PAGE> 269
EXHIBIT 7.D.4
-------------
STANDARD LEASE
--------------
<PAGE>
<PAGE> 270
EXHIBIT 8.A.14
--------------
OUTSTANDING INDEBTEDNESS
------------------------
The Indebtedness for borrowed money of the Company
outstanding on April 30, 1992 was as follows:
A. Unsecured Indebtedness
DESCRIPTION PRINCIPAL AMOUNT
----------- ----------------
SENIOR NOTES
8.86% Note, Principal payable in annual
installments of $4,000,000 commencing November
27, 1993 through November 27, 1997.
Interest is payable semiannually. $20,000,000
8.75% Note, principal payable in annual
installments of $2,857,000 through March 1, 1997.
Interest is payable semiannually. $14,286,000
10-5/8% Note, principal payable in annual
installments of $455,000 through December 31, 1994.
Interest is payable quarterly. $ 1,360,000
9% Note, principal payable in annual
installments of $200,000 through August 1, 1992.
Interest is payable semiannually. $ 200,000
-----------
TOTAL SENIOR DEBT $35,846,000
===========
SUBORDINATED NOTES
12.89% Note, principal payable in annual
installments of $1,000,000 through July 1, 1993.
Interest is payable quarterly. $ 2,000,000
-----------
TOTAL SUBORDINATED DEBT $ 2,000,000
===========
SHORT TERM LOANS
TOTAL SHORT TERM LOANS - 0 -
===========
<PAGE>
<PAGE>
<PAGE> 271
EXHIBIT 13
The Raymond Corporation
Contents
Financial Highlights.................................................. 1
Letter to the Shareholders............................................ 2
Review of Operations.................................................. 3
Financial Summary: Current and Ten Year............................... 10
Management's Discussion & Analysis.................................... 12
Financial Statements.................................................. 18
Notes to Financial Statements......................................... 24
Directors' Affiliations and Committees................................ 33
Officers.............................................................. 34
Subsidiaries and External Services.................................... 34
The Raymond Dealer Network............................................ 35
Form 10-K Availability Notice of Annual Meeting
A copy of The Raymond Corporation's The Annual Meeting of Shareholders
Annual Report to the Securities and of The Raymond Corporation will be
Exchange Commission (Form 10-K) may held Saturday, April 30, 1994 at
be obtained at no charge to any 11 a.m. in the Greene Central High
shareholder, by writing to: School, South Canal Street,
The Raymond Corporation Greene, New York 13778.
Shareholder Relations Dept.
P.O. Box 130
Greene, New York 13778-0130
<PAGE>
<PAGE> 272
Financial Highlights
1993 1992
-------------------------
Annual Data
Total Revenues.................................. $171,949,285 $148,733,352
Net Income...................................... 5,006,813 3,961,006
Net Income Per Share............................ .83 .66
Orders Received................................. 181,648,721 138,308,617
Order Backlog................................... 52,296,732 31,919,295
Year End Data
Total Assets.................................... 190,748,702 153,843,665
Manufacturing Working Capital................... 68,825,175 39,322,454
Manufacturing Current Ratio..................... 4.4 to 1 3.1 to 1
Long Term Obligations........................... 81,509,500 47,875,776
Shareholders' Equity............................ 73,052,713 69,447,327
Book Value per Common Share..................... 12.12 11.55
Ratio of Long Term Obligations to Total Capital. .53 to 1 .41 to 1
Number of Shareholders of Record................ 2,523 2,671
Number of Employees............................. 1,195 1,120
Revenues per Employee........................... 143,891 132,798
Number of Shares Outstanding.................... 6,028,391 6,012,028
<PAGE>
<PAGE> 273
To Our Shareholders
These are exciting times at The Raymond Corporation. Our success in
providing our customers with products designed to be "right from the
first day" is paying off and reaffirming our position of leadership in
our industry.
Our focus for 1993 was growth, stability and profit through the
introduction of cost effective efficiencies in manufacturing, continued
product development and expanded distribution in North America and around
the globe.
New robotic work cells, the introduction of laser cutting technologies and
the latest machining centers have improved capacity and significantly
reduced cost in material and assembly.
The new EASi Reach and Orderpicker trucks were received enthusiastically
by our customers and their success is reflected in additional market
share, record order entry levels and record backlog for Raymond.
The combination of cost reduction and the growth in sales has produced the
opportunity for our continued profitability.
Raymond technology, design and manufacturing expertise and efficiency is
receiving notice around the world. Our marketplace now includes Europe,
Singapore, Mexico and Australia. Our new distribution partners are
experiencing great initial success with our products in these new markets.
Our commitment to change and improvement continues. As we move forward our
new capabilities will help us anticipate and exceed the expectation of our
customers and for ourselves as we refine, energize and grow our business.
Ross K. Colquhoun
President and Chief Executive Officer
George G. Raymond, Jr.
Chairman of the Board
PHOTO PHOTO
Ross K. Colquhoun George G. Raymond, Jr.
President, Chief Executive Officer & Chairman of the Board
Director
<PAGE>
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Review of Operations
Our success in growing our business has been in taking charge of our own
future. We will continue to deliver on our commitment to customer
satisfaction and remain a dominant force in our industry.
We emphasize four areas in re-engineering our future - ongoing development
of products that exceed our customers' expectations, enhanced
distribution, becoming an active world supplier through strategic
partnerships and continuous improvements in our manufacturing processes.
Each has equal importance for building on our growth in 1993.
Technology is the building block for new product development and growth in
market share. Raymond continues to build on the success of its new lift
truck controls technology by using the technology to respond to the needs
of our customers. The result is products that are affordable, productive,
ergonomically advanced and designed for ease of maintenance.
Orders received for 1993 were a record $182 million. There was significant
growth in orders for Raymond products as well as growth in orders for
trucks built for Material Handling Associates, Inc. and B.T. Industries AB
("BT"), two companies for which Raymond manufactures products for
distribution in North America and Europe, respectively.
Concurrent product development made it possible for Raymond to make a
number of significant product introductions in 1993, further
differentiating Raymond products from those of narrow aisle competitors.
Raymond introduced a new generation of reach trucks with the launch of the
new EASi series Reach-Fork(Reg) truck in June featuring Ergonomically
Advanced Systems with the Intellidrive(Reg) control system. The EASi Reach
offers customers the benefits of affordability, productivity, operator
comfort, and maintainability. Comfortable, simultaneous function controls
minimize at risk movements, and digital displays provide real-time
information to the operator.
PHOTO
Denise Dedrick operates a semi-automatic insertion machine used to
populate circuit boards. The process improves quality, increases
productivity and conducts in-circuit tests at the component level.
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Raymond also introduced regenerative braking to allow recycling of energy
back into the battery, improving overall efficiency while extending
component life. The truck also has an innovative motor impeller design,
ensuring a superior air flow system which improves component life and
further enhances operator comfort. Raymond introduced both 36 volt and 24
volt EASi Reach models in 1993.
With the launch of the new EASi Reach, Raymond also introduced SMARTi (TM),
the System Management and Recording Tool for Intellidrive(Reg) control
systems, a new operations management tool offered exclusively by Raymond.
Order picking operations require flexibility and adaptability to a
customer's changing needs. That's why Raymond launched the EASi
Orderpicker in September. EASi Orderpickers have the unique ability to be
field-modified to suit the changing needs of customers. Options that can
be field-installed include the intelliguide (TM) wire or rail guidance
systems, the advanced intellispeed (TM) system, SMARTi, and conversion from
24 to 36 volts.
With lift heights up to 60 feet, the Raymond(Reg) SRT Model 589 now also
features a new design for both the operator envelope and the steering
control system. The operator-up truck is used in very narrow aisle
applications, offering full capacity and full speeds at all heights. The
ergonomically designed operator envelope features bidirectional controls.
Reduced fatigue and easier maneuverability result from an all-new
electronic steering system.
Two new Walkies were introduced this year. The 4,000 and 8,000 pound
models are designed to help increase productivity in grocery, retail,
general and refrigerated warehousing and paper industries. We now offer a
full range of transistor-controlled 4,000, 6,000 and 8,000 pound Walkies.
As a result of our efforts in 1993, customers will benefit from the 1994
introduction of an ergonomically advanced control handle on all Raymond
Walkies.
Customer acceptance of these new products has been gratifying and is
reflected in the record order entry rates. These customers know Raymond is
the recognized
PHOTO
This new Walkie handle is designed to match the natural,
ergonomically-neutral position of the hands.
<PAGE>
<PAGE> 276
leader for delivering quality. In that spirit, Raymond has developed the
CCA (Continuing Customer Audit) Program, a direct link with customers
designed to address their concerns and solicit their ideas about
continuously improving Raymond products. This ensures Raymond consistently
delivers on its promise - right from the first day.
Raymond's success in the marketplace has translated into increased
profitability for the Company. The EASi products are designed for
manufacturability, and design improvements can be quickly and easily
incorporated through the controls technology, resulting in increased
margins.
Others have recognized Raymond's achievements in new product design and
development. UnIPEG, the University Industry Public Partnership for
Economic Growth, presented Raymond with its first annual Golden Technology
Award. The award was given for excellence in the processes and product
development of the EASi Swing-Reach(Reg) truck.
PHOTO
Raymond has introduced a new level of performance for reach trucks,
offering customers an unprecedented elevated height of 400 inches with
impressive capacities.
PHOTO
H. Graham Jones, Executive Director, New York State Science and Technology
Foundation (left) and E. Kay Adams, Executive Director of UnIPEG (right)
present the Golden Technology Award to Mike Ward, Jim Davis and Dave
Radley of Raymond.
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<PAGE> 277
PHOTO
The new reach truck attachment robotic cell in Brantford is fully
automated and features automatic part recognition and flexibility to do a
variety of weldments, saving time and money.
1993 was an extremely busy and successful year, both at Raymond/Brantford
and at the Greene manufacturing facility, as record numbers of orders were
both received and shipped. We are increasing output by continuing to
implement work cells and flow manufacturing, eliminating non-value added
processes, and building quality into the products in the manufacturing
methods.
The Corporation's commitment to continuous improvement at the Brantford
facility continued unabated, with the installation of a unique robotic
cell that automatically welds the mast attachments for all reach trucks.
This latest acquisition along with plans to expand the plant during the
first half of 1994, will further enhance Raymond/Brantford's position as
one of the most modern and efficient forklift manufacturing plants in the
world.
In Greene we have added a laser cutting machine to significantly reduce
the cost and cycle time of flame cutting, while adding flexibility and
improved quality to the process. Processes that used to take hours are now
accomplished in just minutes. In addition, a new Monarch machining center
enables us to improve our mast upright work cell's efficiency and quality.
The Orderpicker and Swing-Reach(Reg) truck lines now operate as continuous
flow assembly lines.
Quality is not an "extra." Customers today expect, and will receive from
Raymond, products that are right from the first day.
PHOTO
Raymond produces masts of consistently higher quality with reduced cycle
times in the new mast upright work cell in Greene.
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<PAGE> 278
PHOTO
The laser cutting machine produces quality parts with significantly
reduced time to complete the process.
<PAGE>
<PAGE> 279
PHOTO
More than 40 Raymond instructors, including President & C.E.O. Ross
Colquhoun, devote their time to the D.A.R.T. program for Raymond
salespeople.
Investing in D.A.R.T., the Dealer Alliance for Recruiting and Training,
results in profits for the Corporation and Dealers both now and in the
future. Raymond is working aggressively to expand and enhance the
distribution system. One-third of the sales force has now been trained
through D.A.R.T.
Several Dealer transitions further strengthened the Network, offering
opportunities to consolidate and grow in several key markets.
The National Accounts program is growing. Our target companies are the
large market leaders with high visibility in their industries who are
capable of proving consistently high annual purchase volumes. We have been
successful in expanding our customer base with these key national
accounts.
Growth in our distribution system to reach new global markets continues
and the results have been exciting. Shipments to BT Industries, a
strategic European partner, of the Swing-Reach(Reg) truck are growing
steadily. The Dealerships in Mexico and Australia are serving areas of
growing opportunity. Raymond also has signed an agreement with Goldbell
appointing the Singapore company a Raymond Dealer.
Raymond also has agreed to supply Orderpickers to Jungheinrich, a German
company. The products will be marketed under their name.
As Raymond products gain world recognition, opportunities continue to
develop to further expand our distribution to international markets.
Your Company also has restructured its balance sheet and improved its
financial strength during 1993 by the issuance of $57.5 million of
Subordinated Convertible Debentures. Some of the benefits realized
include: extension of the maturity on Company indebtedness, reduction in
interest rates and availability of cash to finance international
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<PAGE> 280
expansion, product development and increased distribution for North
America.
Should conversion of the debentures into common stock at some future date
take place, the capitalization of The Raymond Corporation would be
favorably and dramatically changed. Your Company's net worth would
increase and its debt simultaneously decrease, providing a bigger and
stronger financial base upon which to support our planned growth.
Raymond's leadership and innovation in creating a full new line of
ergonomically advanced lift trucks which are microprocessor-controlled and
programmable to a customer's specific needs represents the most
significant development in today's materials handling industry.
PHOTO
European customers now enjoy the benefits of Raymond design and technology
found in the Swing-Reach truck produced for European distribution by BT.
PHOTO
Mentor Tom Barker watches Raymond apprentice Stephanie Alger conduct an
in-circuit testing operation.
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<PAGE> 281
With these accomplishments, Raymond commands a position of leadership in
the narrow aisle materials handling marketplace. But we recognize that the
journey is ongoing if we intend to continue to grow the Company in a
number of ways.
In that spirit, Raymond became a national pilot program for the Cornell
University Youth Apprenticeship Program. In its third year, the program
offers opportunities for students and their Raymond mentors to grow in
skills and understanding of what tomorrow's workplace will need to
successfully compete.
Education and training beyond their primary area of expertise adds value
and growth to our workforce. To this end, Raymond provides employees the
opportunity to pursue both undergraduate and advanced degrees through the
Raymond Tuition Assistance Program. Beyond the education in their field of
expertise, employees grow in ways that give them greater job satisfaction
and a renewed enthusiasm for their field of study.
Record sales for the year 1993 were achieved at the Parts Distribution
Center and a new monthly sales record was established in October.
In April, the Parts Distribution Center began a Distribution Requirements
Planning (DRP) program and finished the training by summer's end. Focusing
on continuous improvement, employees can now identify areas for
improvement while forming Small Group Improvement Activities (SGIA's).
Helping to identify problems and find solutions, the SGIA process has
proven to be a useful tool.
Implementation of the new warehouse system by the Parts Distribution
Center was a major project in 1993. The new system includes
state-of-the-art conveyor systems and intellipick(Reg) software and
hardware with bar code identification. New fork trucks were also added to
make the warehouse operation more efficient and a showplace for Raymond
Dealers and customers.
Raymond has expanded environmental and recycling programs in 1993,
continuing our tradition of environmental awareness which began many years
ago - long before many companies even considered such measures. A process
is in place which allows Raymond to recycle previously landfilled waste
materials. Recycled products include fluids, steel, glass, aluminum,
plastic and paper.
One final area of growth is difficult to measure, but exciting to observe
- it is the growing enthusiasm among Raymond employees that the ideas,
efforts and energy of recent years are resulting in growth and prosperity
for the Company.
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Financial Summary: Current and Ten Year
The Raymond Corporation and Subsidiaries
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Years ended December 31, 1993 1992 1991 1990 1989
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Summary of Operations
Net sales, leasing and rental revenues $169,489 $146,662 $138,824 $145,525 $163,541
Other income 2,460 2,071 1,871 1,823 1,770
-----------------------------------------------------------
Total revenues 171,949 148,733 140,695 147,348 165,311
-----------------------------------------------------------
Cost of sales and rentals 127,911 109,716 109,180 109,953 130,752
Expenses 31,282 27,586 28,725 28,930 29,890
Interest expense:
Lease financing 3,044 3,391 3,590 3,792 3,502
Other 1,765 1,567 2,032 2,151 2,651
-----------------------------------------------------------
Total costs and expenses 164,002 142,260 143,527 144,826 166,795
-----------------------------------------------------------
7,947 6,473 (2,832) 2,522 (1,484)
Income tax expense (benefit) 3,202 2,664 (930) 1,092 (506)
------------------------------------------------------------
Income (loss) before equity in earnings of
unconsolidated investees 4,745 3,809 (1,902) 1,430 (978)
Net equity earnings _ unconsolidated
investees 262 152 377 503 1,374
-----------------------------------------------------------
Income (loss) from continuing operations 5,007 3,961 (1,525) 1,933 396
Income (loss) from discontinued operations _ _ _ _ (1,616)
------------------------------------------------------------
Net income (loss) $5,007 $3,961 $(1,525) $1,933 $(1,220)
===========================================================
- --------------------------------------------------------------------------------------------------------
Statistical Information
Per common share:
Income from continuing operations $.83 $.66 $(.25) $.32 $.07
Net income .83 .66 (.25) .32 (.20)
Cash dividends _ _ _ _ .35
Book value 12.12 11.55 11.33 11.57 11.25
Weighted average number of shares
outstanding 6,023,473 6,010,667 6,009,184 6,009,024 6,006,060
Cash dividends $_ $_ $_ $_ $2,117
Order backlog 52,297 31,919 31,430 29,673 38,442
Net income from continuing operations as % of
total revenues 2.9 2.7 (1.1) 1.3 .2
Net income as % of average shareholders'
equity 7.0 5.8 (2.2) 2.8 (1.8)
- --------------------------------------------------------------------------------------------------------
Financial Position
Working capital $82,917 $49,000 $31,259 $30,535 $27,412
Total assets 190,749 153,844 152,443 153,008 156,672
Long-term obligations 81,510 47,876 39,128 35,571 31,913
Shareholders' equity 73,053 69,447 68,099 69,530 67,544
</TABLE>
<PAGE>
<PAGE> 283
Financial Summary: Current and Ten Year
The Raymond Corporation and Subsidiaries
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Years ended December 31, 1988 1987 1986 1985 1984 1983
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Summary of Operations
Net sales, leasing and rental revenues $151,920 $126,011 $124,929 $115,242 $108,782 $78,569
Other income 1,191 838 1,605 1,604 2,047 1,574
-----------------------------------------------------------------------
Total revenues 153,111 126,849 126,534 116,846 110,829 80,143
-----------------------------------------------------------------------
Cost of sales and rentals 121,224 97,180 92,594 77,530 72,264 57,098
Expenses 26,575 25,018 22,510 23,293 20,187 17,901
Interest expense:
Lease financing 3,607 3,431 2,489 2,939 2,503 2,043
Other 1,400 411 703 628 907 1,229
-----------------------------------------------------------------------
Total costs and expenses 152,806 126,040 118,296 104,390 95,861 78,271
-----------------------------------------------------------------------
305 809 8,238 12,456 14,968 1,872
Income tax expense (benefit) (181) (624) 3,201 4,779 5,934 636
-----------------------------------------------------------------------
Income (loss) before equity in earnings of
unconsolidated investees 486 1,433 5,037 7,677 9,034 1,236
Net equity earnings _ unconsolidated
investees 943 930 973 556 482 725
-----------------------------------------------------------------------
Income (loss) from continuing operations 1,429 2,363 6,010 8,233 9,516 1,961
Income (loss) from discontinued operations 282 261 217 (455) 169 _
-----------------------------------------------------------------------
Net income (loss) $1,711 $2,624 $6,227 $7,778 $9,685 $1,961
=======================================================================
- ---------------------------------------------------------------------------------------------------------------------
Statistical Information
Per common share:
Income from continuing operations $.24 $.39 $1.01 $1.39 $1.62 $.34
Net income .29 .44 1.04 1.32 1.65 .34
Cash dividends .47 .47 .47 .47 .45 .40
Book value 11.65 11.63 11.53 11.08 10.38 9.32
Weighted average number of shares
outstanding 5,994,208 5,987,681 5,967,140 5,908,328 5,870,796 5,786,628
Cash dividends $2,821 $2,815 $2,796 $2,760 $2,647 $2,318
Order backlog 46,427 42,655 33,157 40,050 26,110 25,901
Net income from continuing operations as % of
total revenues .9 1.9 4.7 7.0 8.6 2.4
Net income as % of average shareholders'
equity 2.5 3.8 9.3 12.3 16.9 3.6
- ---------------------------------------------------------------------------------------------------------------------
Financial Position
Working capital $41,268 $53,807 $46,107 $45,006 $52,419 $47,944
Total assets 169,476 156,684 128,129 130,085 117,169 102,688
Long-term obligations 36,428 39,943 24,462 30,969 25,739 26,022
Shareholders' equity 69,803 69,616 68,828 65,471 60,962 53,908
</TABLE>
<PAGE>
<PAGE> 284
Management's Discussion and Analysis of
Financial Condition and Results of Opertions
The Raymond Corporation and Subsidiaries
Overview
The Company operates predominantly in one business segment, that
being the design, manufacture, sale, leasing and short-term
rental of materials handling systems. Revenues are realized
predominantly through its North American Dealer Network although
the Company has been expanding internationally with minimal
capital investment through distribution and O.E.M. (Original
Equipment Manufacturer) supply agreements.
Lease financing and short-term rental operations are conducted
through Raymond Leasing Corporation, a wholly-owned subsidiary.
The assets and liabilities pertaining to these operations are
classified under the caption Financial Services in the
consolidated balance sheets.
The major components of the Company's international operations
are Raymond Industrial Equipment, Ltd. a wholly-owned Canadian
manufacturing subsidiary and G.N. Johnston Equipment Co. Ltd.
(Johnston), the exclusive Canadian distributor that is 45% owned
by R.H.E. Ltd, a wholly-owned subsidiary of the Company. Foreign
exchange exposure on international operations is limited
primarily to the Canadian dollar and is minimized through the
purchase of foreign currency exchange contracts.
Within the Company's single line of business, the mix of major
products is shown below:
Percentage of Total Revenues 1993 1992 1991
- ------------------------------------------------------------
Narrow aisle applications:
Lift trucks 38% 34% 36%
Automated materials handling
equipment 16% 18% 15%
All other lift trucks 22% 21% 22%
Repair and replacement parts 18% 20% 19%
Leasing and rentals 6% 7% 8%
<PAGE>
<PAGE> 285
Net Sales
In 1993, net sales were a record $161.3 million, an increase of
approximately $23.5 million or 17.0% from 1992. Net sales in 1992
were $137.8 million, up approximately $8.2 million or 6.3% from
1991. The increase in net sales in 1993 resulted primarily from
increased unit sales through the Company's various distribution
channels. Sales growth in the traditional Dealer Network was
achieved through the continued market acceptance of the Company's
new products as well as the ergonomic and technological
enhancements to existing products. The Company also continued its
sales efforts through D.A.R.T. (the Dealer Alliance for
Recruiting and Training), Raymond's program to increase and
improve the sales force at the Dealership level. Sales through
the Company's National Accounts program were another major reason
for this increase. The National Accounts program offers, in
cooperation with the Company's Dealer Network, selected large
customers single source coordination of their materials handling
and service needs. Trucks shipped to Material Handling
Associates, Inc. (M.H.A.), our 50% owned joint venture with
Mitsubishi Caterpillar Forklift America, Inc., also contributed
significantly to the increase in sales. The Company's entry into
the European market through its O.E.M. supply agreement with B.T.
Industries AB has resulted in additional revenue growth.
The improvement in 1992 net sales also was attributable to
increased unit sales due to market acceptance of the Company's
new products and increased sales efforts through D.A.R.T. In
addition, there was a substantial increase in the sale of repair
and replacement parts in 1992 due in part to the Raymond "Z" and
motor rebuild programs. The Raymond "Z" program offers new
non-Raymond service parts to Dealers and the motor rebuild
program is a source for customers to locate factory-warranted
alternatives to a new motor.
Rental Revenues
Rental revenues were $1.6 million in 1993 as compared to $1.4
million for both 1992 and 1991. The increase in 1993 reflects
rental revenues recognized from a new National Accounts customer.
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<PAGE> 286
Lease Finance Revenues
Lease finance revenues decreased by approximately
$0.7 million or 10.4% to $6.7 million in 1993. In 1992, lease
finance revenues decreased by $0.4 million or 4.6% to $7.4
million as compared to the $7.8 million recognized in 1991. The
decline in revenues reflects the reduced effective interest rate
of the lease portfolio. Although the lease portfolio increased
$1.9 million in 1993, the majority of the additions occurred in
the fourth quarter of the year and did not significantly impact
the earned revenue.
The decrease in 1992 resulted from the decline of $2.0 million in
the size, as well as the reduced effective interest rate of, the
lease portfolio.
Other Income
Other income was $2.5, $2.1 and $1.9 million in 1993, 1992 and
1991, respectively. The primary components of other income during
these years were interest income, foreign currency exchange
gains, license and royalty fees, facility rental income and parts
return charges. The additional other income recognized in 1993
was primarily the result of a new license fee agreement.
Cost of Sales
Cost of sales as a percentage of net sales was 78.2%, 78.3% and
82.5% in 1993, 1992 and 1991, respectively. In 1993, the
continued success of the Company's new intellidrive(R) products,
improved manufacturing capabilities and cost reductions all
helped to improve product margins. These improvements enabled the
Company to increase sales through the National Accounts program
and MHA and maintain a stable cost of sales percentage. In
addition, as a result of the increase in unit sales in 1993, the
higher margin replacement parts sales constituted a smaller
percentage of total sales. Also, increased expenditures were
incurred in 1993 for the disposition of products liability
litigation.
The decrease in 1992 resulted primarily from lower manufacturing
costs for the Company's new products achieved through research
and development efforts and improved manufacturing capabilities.
Increased sales volume of higher margin repair and replacement
parts also contributed to this improvement.
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Cost of Rentals
Cost of rentals, which consist primarily of depreciation and
maintenance, were $1.8 million in 1993 and 1992 and $2.2 million
in 1991. Costs remained relatively stable in 1993 as did the size
of the rental fleet. The 1992 decrease reflected the planned
decrease in the size of the rental fleet.
Selling, General and Administrative Expenses
Selling, general and administrative expenses of $26.0, $22.7 and
$25.2 million were 15.1%, 15.3% and 17.9% of total revenues in
1993, 1992 and 1991, respectively. The increase in expenses in
1993 resulted primarily from expanded engineering and research
and development activities associated with the Company's
continued product development and increased sales expenses
incurred to support the increased sales volume. The Company's
aggressive efforts to contain administrative and other operating
costs in order to better focus its resources enabled it to reduce
selling, general and administrative costs as a percentage of
total revenues. In 1992, a portion of the Company's engineering
costs were reimbursed by a joint venture company and other customers.
Interest Expense
Interest expense related to lease financing of $3.0,
$3.4 and $3.6 million represented 45.7%, 45.6% and 46.1% of lease
finance revenues in 1993, 1992 and 1991, respectively. The
decrease in interest expense both in 1993 and 1992 reflects the
decline in average borrowings.
Other interest expense incurred by the manufacturing divisions
was $1.8, $1.6 and $2.0 million in 1993, 1992 and 1991,
respectively. The increase in 1993 reflects the new financing
arrangements more fully discussed in Liquidity and Sources of
Capital. The decrease in 1992 was attributable both to a decline
in the outstanding principal amount of indebtedness and a decline
in the interest rates on certain variable rate indebtedness.
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<PAGE> 288
Other Expenses
Other expenses were $4.0, $4.3 and $3.5 million or 2.3%, 2.9% and
2.5% of total revenues in 1993, 1992 and 1991, respectively. The
primary components of other expenses are cash discounts allowed
Dealers for the timely payment of invoices, the provision for bad
debts and amortization of loan issuance expenses. The 1993
decrease reflects a reduction in bad debt charges which was
partially offset by the increased amortization of loan expenses.
The percentage increase in 1992 was due to bad debt charges
incurred for certain lease receivables.
Income Tax Expense
The Company utilized the liability method of accounting for
income taxes as set forth in Statement of Financial Accounting
Standards No. 96 "Accounting for Income Taxes," for the period
1989 through 1992. In the first quarter of 1993, the Company
adopted the new Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes," which had no material effect
on the Company's operating results or financial position and, as
permitted under the new rules, prior years' financial statements
have not been restated.
Federal, state and foreign income taxes of $3.2 million in 1993
represented a combined effective tax rate of 40.3%. In 1992, the
total provision for income taxes of $2.7 million reflected a rate
of 41.2% and in 1991, the total benefit for income taxes of $0.9
million was a rate of 32.8%. In 1993 and 1992, taxes on foreign
subsidiaries and state income taxes accounted for the majority of
the increase in the effective tax rate from the expected U.S.
federal statutory rate of 34.0%. The domestic federal tax benefit
for 1991 was partially offset by state and foreign income taxes.
Note G to the Consolidated Financial Statements shows the detail
components of the effective tax rate. For federal income tax
purposes, the Company has approximately $2.1 million of
alternative minimum tax payments available to offset future
domestic regular income taxes payable to the extent such regular
taxes exceed alternative minimum taxes payable.
Earnings of Unconsolidated Investees
The Company's primary unconsolidated investee is Johnston.
Johnston is the exclusive Canadian distributor for all of the
Company's products with sales and service outlets in the
principal business regions of the Dominion of Canada. Other
unconsolidated investees include several Dealerships located
throughout the United States.
<PAGE>
<PAGE> 289
Earnings of unconsolidated investees were $0.3, $0.2 and $0.4 million
in 1993, 1992 and 1991, respectively. The improved earnings of domestic
unconsolidated investees was the reason for the improvement noted in
1993. The decreased earnings in 1992 primarily
reflected the initial cost for these dealers to hire and train
new salespeople in accordance with the D.A.R.T. program.
The $5.3 million increase in investments in and advances to
unconsolidated investees at December 31, 1993 reflects additional
investments and financing provided to U.S. Dealerships to enable
them to invest in the salespeople and other resources necessary
to increase their market share and profitability.
Liquidity and Sources of Capital
The Company's manufacturing working capital was $68.8 million at
December 31, 1993 and its ratio of manufacturing current assets
to manufacturing current liabilities was 4.4 to 1.0. Financial
Services total debt was a conservative 50.3% of the net
investment in leases at December 31, 1993. At December 31, 1993
the Company had cash and cash equivalents of $28.6 million and
unused lines of credit aggregating $9.1 million.
The Company used $1.5 million to fund operating activities in
1993, a decrease of $10.5 million from the $9.0 million provided
by operating activities in 1992. This decrease is primarily
attributable to increases in accounts receivable and the
investment in leases which reflect the increased sales volume,
changes in other elements of manufacturing working capital and
the decrease in dividends received from unconsolidated investees.
Cash used for investing activities reflects increased capital
expenditures incurred to upgrade the manufacturing and
distribution facilities, increased investment in unconsolidated
investees and proceeds received from the sale of a facility.
Cash provided by financing activities reflects the issuance of
long-term debt. In December 1993, the Company issued $57.5
million of 6 1/2% convertible debentures due in 2003.
Approximately $27 million of the proceeds was used to repay
existing indebtedness, including $21 million incurred earlier in
1993.
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<PAGE> 290
Cash flows from operating activities generated $9.0 million in
1992, an increase of $10.9 million from the $1.9 million used to
fund operations in 1991. This increase is primarily attributable
to the $5.5 million improvement in net income, a decrease in the
deferred tax benefit and dividends received from equity
investees. The net cash provided from operations in 1992 enabled
the Company to reduce total debt by $5.5 million. In December
1992, the Company obtained $17.5 million of long-term debt.
Proceeds of the long-term debt were primarily used to reduce
short-term borrowings. Cash used for investing activities of $1.1
million in 1992 was comparable to the $1.0 million used in 1991.
Maintaining a sound and flexible financial structure through
conservative financial strategies continues to be a high priority
for The Raymond Corporation. In the fourth quarter of 1989, the
Board of Directors voted to suspend the payment of cash dividends
on the Company's common stock. Payment of dividends in the future
will depend on a variety of factors including the Company's
earnings, cash flow and financial resources.
The Company's overall financial condition remained strong through
1993. As discussed in Note E to the Consolidated Financial
Statements, Raymond Leasing Corporation is subject to certain
debt agreements that limit cash dividends and loans to the
Company. These restrictions are not expected to affect the
Company's ability to meet its working capital requirements.
Management foresees no changes in circumstances which would
result in any material decrease or deficiency in the Company's
liquidity or sources of capital.
The Company has no significant commitments for capital
expenditures but has plans to expand the manufacturing facility
in Brantford and will continue its policy of upgrading its
manufacturing equipment as appropriate.
Changing Price Levels
To the extent permitted by competition in general, the Company
recovers increased costs by increasing selling prices over time.
However, as a result of intense price competition, the Company
has not significantly increased its selling prices during the
past three years. Cost containment, technological improvements,
and improved manufacturing methods continue to be emphasized as a
means to improve product margins.
<PAGE>
<PAGE> 291
The Company uses the FIFO method of accounting for its
inventories. Although management believes that the FIFO method is
the method that most appropriately matches revenues and expenses,
the costs of products sold reported in the financial statements
under this method are historical costs which are subject to
inflationary distortion during times of rapidly increasing prices.
The charges to operations for depreciation represent the
allocation of historical costs incurred over past years and are
less than if they were based on the current costs of productive
capacity being consumed. Approximately 35% of the Company's
properties have been acquired over the past five years. Assets
acquired in prior years will, of course, be replaced at higher
costs. This will take place over many years. These new assets
will result in higher depreciation charges but in many cases, due
to technological improvements, there will be operating cost
savings as well. The Company considers these matters in
determining its pricing policies.
The present tax laws do not allow deductions for adjustments for
the impact of inflation. Thus, taxes are levied on the Company at
rates which in real terms exceed established statutory rates. In
general, during periods of inflation this tax policy results in a
tax on shareholders' investment in the Company.
Contingencies
The Company is currently defending approximately 80 products
liability and similar lawsuits involving industrial accidents.
The number of outstanding lawsuits has remained relatively
constant over the past several years.
The Company views these actions as part of the ordinary course of
its business. Management believes that none of these lawsuits
will individually have a material adverse effect on the Company.
Taken as a whole, the damages claimed would, if awarded and
upheld, have a material adverse effect on the Company but actual
costs of judgments, settlements and costs of defense have not had
such an effect to date. The actual costs of these actions, as
well as the related expenses of administration, litigation and
insurance, have averaged less than 2% of total revenues over the
last three years. The effect of these lawsuits on future results
of operations cannot be predicted because any such effect depends
on the operating results of future periods and the amount and
timing of the resolution of these proceedings. The Company has a
policy of aggressively defending products liability lawsuits,
which generally take several years to ultimately resolve. A
combination of self-insured retention and insurance is used to
manage these risks and management believes that the insurance
coverage and reserves established for self-insured risks are
adequate. The Company's Dealers contribute to the funding of the
Company's products liability program and, in turn, the Company
indemnifies the Dealers against products liability expense and
manages products liability claims.
<PAGE>
<PAGE> 292
The Company is also one of thirteen defendants in a private
environmental lawsuit pertaining to a potential site remediation.
The plaintiffs have alleged that scrap metal purchased from the
Company was coated with certain solvents and/or cutting oils.
Plaintiffs have the burden of proving the nature and extent of
the Company's contribution to the site, as well as the burden of
proving what portion of the material delivered to the site was
"hazardous" as that term is defined in the environmental
statutes. The Company is aggressively defending the claim and
does not believe it is likely to have a material adverse effect
on the Company.
Other Matters
Effective January 1, 1993 the Company adopted the provisions of
Statement of Financial Accounting Standards No. 106, "Employer's
Accounting for Postretirement Benefits Other Than Pensions." This
Statement requires the costs of providing such benefits, which
consist of health care coverage for certain existing U.S.
retirees at March 31, 1993, to be accrued as they are earned. The
effect of adopting the new rules increased postretirement benefit
cost by $194,000 and decreased 1993 net income by approximately
$116,000. Postretirement benefit cost for 1992 and 1991, which
was recorded on a cash basis was not restated.
Outlook
Orders received in 1993 were a record $181.6 million, an increase
of $43.3 million or 31.3.% from the orders received in 1992. In
1992, orders received were $138.3 million, an increase of $6.9
million or 5.3% from the orders received in the previous year.
At December 31, 1993, the Company's order backlog (unfilled new
equipment orders) of $52.3 million was also a record and up $20.4
million or 63.8% when compared with the $31.9 million reported a
year ago. The existing backlog and the current order entry rate
provide a solid foundation for the upcoming year.
Utilizing existing resources including the remaining proceeds
from the issuance of the convertible debentures, the Company
intends to focus on continued product development, improvements
in the manufacturing processes, enhanced distribution and
increased participation in international markets through
distribution and O.E.M. supply agreements.
<PAGE>
<PAGE> 293
PHOTO
Apprentice Matt Hunt (right) reviews the procedures for orderpicker
inspection with his mentor, Dave Driscoll.
Responsibility for Financial Statements
Management has prepared the financial statements and other sections of
this Annual Report and is responsible for all information and
representations contained therein. The Raymond Corporation and
subsidiaries maintain a system of internal accounting control designed to
provide reasonable assurance that transactions are executed in accordance
with management's authorization and are recorded properly to permit the
preparation of financial statements in accordance with generally accepted
accounting principles and that assets are safeguarded.
It is management's opinion that the system of internal accounting control
of The Raymond Corporation and subsidiaries provided reasonable assurance
that the above objectives were achieved during the year ended December 31,
1993.
The Audit Committee of the Board of Directors is composed entirely of
directors who are not employees of the Company. The Committee meets
periodically to review audit plans, financial reporting and related
matters, and has unrestricted access to the independent auditors with or
without management in attendance.
Greene, New York
February 8, 1994
William B. Lynn
Vice President Finance
Ross K. Colquhoun
President and Chief Executive Officer
<PAGE>
<PAGE> 294
Report of Ernst & Young Independent Auditors
To the Board of Directors and Shareholders
The Raymond Corporation
We have audited the accompanying consolidated balance sheets of The
Raymond Corporation and subsidiaries as of December 31, 1993, 1992, and
1991, and the related consolidated statements of operations, shareholders'
equity, and cash flows for each of the three years in the period ended
December 31, 1993. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of The
Raymond Corporation and subsidiaries at December 31, 1993, 1992, and 1991,
and the consolidated results of their operations and their cash flows for
each of the three years in the period ended December 31, 1993, in
conformity with generally accepted accounting principles.
As discussed in Notes A, F, and G to the financial statements, in 1993 the
Company changed its method of accounting for income taxes and
postretirement benefits other than pensions.
Syracuse, New York
February 8, 1994
/s/ Ernst & Young
<PAGE>
<PAGE> 295
Consolidated Balance Sheets
The Raymond Corporation and Subsidiaries
<TABLE>
<CAPTION>
December 31, 1993 1992 1991
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Assets
Manufacturing Current Assets
Cash and cash
equivalents (Note A) $28,642,434 $4,938,579 $2,720,651
Accounts receivable:
Trade, net of allowances
($658,573 in 1993; $281,374 in
1992 and $235,859 in 1991) 15,331,213 11,748,106 10,906,135
Unconsolidated investees 10,783,692 9,123,915 8,330,123
Inventories (Notes A and B) 25,603,622 26,329,151 22,103,301
Recoverable income taxes 131,129 107,705 497,443
Deferred income taxes*
(Notes A and G) 4,019,935 3,027,466 1,283,208
Prepaid expenses and other
current assets 4,812,483 2,941,590 3,542,498
--------------------------------------
Total Manufacturing Current Assets 89,324,508 58,216,512 49,383,359
Investments in and advances
to unconsolidated investees,
at equity
(Notes A and C) 14,211,982 8,866,718 11,408,159
Property, plant and equipment,
at cost (Notes A and I) 43,598,993 46,253,898 46,329,231
Less accumulated depreciation 28,229,772 28,134,794 26,459,865
--------------------------------------
Net property, plant and equipment 15,369,221 18,119,104 19,869,366
Notes receivable _ officers 150,252 350,252 350,252
Other assets 5,352,082 3,668,608 4,073,557
--------------------------------------
Total Manufacturing Assets 124,408,045 89,221,194 85,084,693
--------------------------------------
Financial Services
Cash and cash equivalents (Note A) 12,054 27,166 24,283
Investment in leases; net of
unearned lease income; net of
allowances for doubtful contracts
($1,069,167 in 1993;
$958,053 in 1992 and
$956,601 in 1991) (Note D) 63,820,909 61,917,637 63,928,932
Property, plant and equipment,
at cost (Notes A and I) 196,832 184,688 179,204
Less accumulated depreciation 147,770 132,988 118,744
--------------------------------------
Net property, plant and equipment 49,062 51,700 60,460
Rental equipment, at cost (Note A) 4,785,307 5,047,196 6,303,227
Less accumulated depreciation 2,547,980 2,720,718 3,021,008
--------------------------------------
Net rental equipment 2,237,327 2,326,478 3,282,219
Other assets 221,305 299,490 62,086
--------------------------------------
Total Financial Services Assets 66,340,657 64,622,471 67,357,980
--------------------------------------
Total Assets $190,748,702 $153,843,665 $152,442,673
======================================
</TABLE>
*Includes Manufacturing and Financial Services
The accompanying notes are a part of the financial statements.
<PAGE>
<PAGE> 296
December 31, 1993 1992 1991
- -------------------------------------------------------------------------------
Liabilities and Shareholders' Equity
Manufacturing Current Liabilities
Notes payable (Note E) $ - $ - $ 15,152,788
Current portion of long-term debt (Note E) _ 505,783 4,431,072
Accounts payable 8,879,845 9,433,606 6,666,919
Accrued liabilities (Notes A and J) 11,619,488 8,954,669 7,439,075
--------------------------------------
Total Manufacturing Current Liabilities 20,499,333 18,894,058 33,689,854
Long-term debt and capitalized lease
obligations (Note E) 57,500,000 19,996,776 2,937,201
Deferred income taxes* (Notes A and G) 4,236,268 4,376,486 3,121,544
Deferred compensation 1,578,123 1,718,711 2,236,554
Other liabilities 194,174 _ _
--------------------------------------
Total Manufacturing Liabilities 84,007,898 44,986,031 41,985,153
--------------------------------------
Financial Services
Accounts Payable 57,409 30,856 409,413
Income taxes* (Note G) 663,565 1,428,927 182,894
Accrued liabilities (Notes A and J) 850,617 759,524 1,063,559
Notes payable _ banks (Note E) 4,687,500 2,000,000 _
Notes payable _ insurance companies
(Note E) 27,429,000 35,191,000 40,703,000
--------------------------------------
Total Financial Services Liabilities 33,688,091 39,410,307 42,358,866
--------------------------------------
Shareholders' Equity
Common stock, $1.50 par value:
authorized 15,000,000 shares;
(6,048,577 issued in 1993;
6,018,964 issued in 1992 and
6,015,728 issued in 1991) 9,072,866 9,028,446 9,023,592
Capital surplus 7,699,014 7,721,560 7,710,947
Retained earnings (Notes E and G) 58,213,804 53,206,991 49,245,985
Cumulative translation adjustments (1,620,658) (432,469) 2,202,403
--------------------------------------
73,365,026 69,524,528 68,182,927
Less:
Treasury stock, at cost, (20,186
shares in 1993; 6,936 shares in
1992 and 7,692 shares in 1991) 312,313 77,201 84,273
--------------------------------------
Total Shareholders' Equity 73,052,713 69,447,327 68,098,654
--------------------------------------
Commitments and contingencies (Notes E, G and L)
Total Liabilities and
Shareholders' Equity $190,748,702 $153,843,665 $152,442,673
======================================
*Includes Manufacturing and Financial Services
The accompanying notes are a part of the financial statements.
<PAGE>
<PAGE> 297
Consolidated Statements of Income
The Raymond Corporation and Subsidiaries
Years ended December 31, 1993 1992 1991
- ----------------------------------------------------------------------------
Revenues (Note A)
Net sales $161,271,284 $137,819,776 $129,623,403
Rental revenues 1,553,468 1,405,486 1,408,869
Lease finance revenues 6,664,795 7,436,764 7,792,070
Other income 2,459,738 2,071,326 1,870,488
----------------------------------------
Total Revenues 171,949,285 148,733,352 140,694,830
----------------------------------------
Costs and Expenses (Note A)
Cost of sales 126,133,017 107,956,179 107,001,927
Cost of rentals 1,778,263 1,759,712 2,177,586
Selling, general and
administrative expenses 26,029,624 22,705,684 25,231,224
Employees' profit sharing 1,293,111 582,171 _
Interest expense:
Lease financing 3,043,764 3,391,054 3,590,316
Other 1,765,391 1,567,336 2,032,219
Other expenses 3,959,112 4,298,212 3,493,636
----------------------------------------
Total Costs and Expenses 164,002,282 142,260,348 143,526,908
----------------------------------------
Income (Loss) before taxes and
equity in earnings of
unconsolidated investees 7,947,003 6,473,004 (2,832,078)
Income tax expense (benefit)
(Notes A and G) 3,201,656 2,664,212 (929,908)
----------------------------------------
Income (Loss) before equity in
earnings of unconsolidated
investees 4,745,347 3,808,792 (1,902,170)
Net equity in earnings of
unconsolidated investees
(Note A) 261,466 152,214 376,809
----------------------------------------
Net Income (Loss) $5,006,813 $3,961,006 $(1,525,361)
========================================
Net Income (Loss) Per Share (Note A) $.83 $.66 $(.25)
========================================
The accompanying notes are a part of the financial statements.
<PAGE>
<PAGE> 298
Consolidated Statements of Shareholders' Equity
The Raymond Corporation and Subsidiaries
Years ended December 31, 1993, 1992 and 1991
<TABLE>
<CAPTION>
Total
Common Capital Retained Currency Treasury Shareholders'
Stock Surplus Earnings Translation Stock Equity
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance December 31, 1990 $9,022,017 $7,702,714 $50,771,346 $2,102,738 $(68,918) $69,529,897
Net loss (1,525,361) (1,525,361)
Issuance of 1,050 shares under
stock option plan 1,575 8,225 9,800
Treasury shares (143) issued 8 1,645 1,653
Treasury shares (1,840) acquired (17,000) (17,000)
Currency translation adjustments
(Note A) 99,665 99,665
- --------------------------------------------------------------------------------------------------------------
Balance December 31, 1991 9,023,592 7,710,947 49,245,985 2,202,403 (84,273) 68,098,654
Net income 3,961,006 3,961,006
Issuance of 3,236 shares under
stock option plan 4,854 10,911 15,765
Treasury shares (1,039) issued (298) 11,383 11,085
Treasury shares (283) acquired (4,311) (4,311)
Currency translation adjustments
(Note A) (2,634,872) (2,634,872)
- --------------------------------------------------------------------------------------------------------------
Balance December 31, 1992 9,028,446 7,721,560 53,206,991 (432,469) (77,201) 69,447,327
Net income 5,006,813 5,006,813
Issuance of 29,613 shares under
stock option plan 44,420 (34,052) 10,368
Treasury shares (2,015) issued 11,506 22,479 33,985
Treasury shares (15,265) acquired (257,591) (257,591)
Currency translation adjustments
(Note A) (1,188,189) (1,188,189)
- --------------------------------------------------------------------------------------------------------------
Balance December 31, 1993 $9,072,866 $7,699,014 $58,213,804 $(1,620,658) $(312,313) $73,052,713
=============================================================================
</TABLE>
The accompanying notes are a part of the financial statements.
<PAGE>
<PAGE> 299
Consolidated Statements of Cash Flows
The Raymond Corporation and Subsidiaries
Years ended December 31, 1993 1992 1991
- -----------------------------------------------------------------------------
Cash Flows from Operating Activities
Net income (loss) $5,006,813 $3,961,006 $(1,525,361)
Adjustments to reconcile net
income to net cash (used for)
provided by operating activities:
Depreciation and amortization 4,299,298 4,194,853 4,140,938
Provision for losses on accounts
receivable and investment in
leases 646,984 1,200,229 858,632
Earnings of unconsolidated
investees, net of dividends
received 420,742 1,326,444 (376,809)
Foreign currency
transaction gains (553,990) (775,131) (180,528)
Acquisition of rental equipment (1,622,984) (1,034,249) (1,493,008)
Gains on dispositions of
rental equipment (431,732) (365,156) (651,737)
Proceeds from rental fleet sales 1,223,770 1,385,003 1,166,766
Losses (gains) on sale of
property, plant and equipment 14,220 9,147 (76,892)
Deferred income taxes (1,043,452) (435,373) (3,100,587)
Other items, net (1,249,311) (479,839) (823,850)
Changes in operating assets
and liabilities:
Increase in accounts
receivable (5,577,777) (2,007,046) (1,765,421)
(Increase) decrease in
investment in leases (2,259,268) 1,111,066 590,686
(Increase) decrease in
inventories and prepaid
expenses (1,923,215) (4,134,995) 42,453
Increase in accounts payable
and accrued expenses 1,505,703 5,050,744 1,316,589
---------------------------------------
Net cash (used for) provided
by operating activities (1,544,199) 9,006,703 (1,878,129)
---------------------------------------
Cash Flows from Investing Activities
Additions to property,
plant and equipment (3,256,949) (1,532,384) (4,688,505)
Proceeds received from sales of
property, plant and equipment 3,179,397 27,548 813,692
Investment in, and advances to,
unconsolidated investees (6,197,830) 380,233 2,849,391
---------------------------------------
Net cash used for investing
activities (6,275,382) (1,124,603) (1,025,422)
---------------------------------------
The accompanying notes are a part of the financial statements.
<PAGE>
<PAGE> 300
1993 1992 1991
- ------------------------------------------------------------------------------
Cash Flows from Financing Activities
Net additional (repayments)
borrowings under lines
of credit (2,000,000) (13,082,727) 1,384,939
Repayment of long-term debt (49,580,318) (10,339,026) (19,549,500)
Repayment of capital leases - (618,572) (322,143)
Cash dividends paid - - -
Capital stock transactions, net (213,238) 22,539 (5,547)
Proceeds from long-term debt 83,500,000 18,579,884 20,000,000
-----------------------------------------
Net cash provided by (used for)
financing activities 31,706,444 (5,437,902) 1,507,749
-----------------------------------------
Effect of foreign currency rate
fluctuations on cash
and cash equivalents (198,120) (223,387) 59,957
-----------------------------------------
Increase (decrease) in cash and
cash equivalents 23,688,743 2,220,811 (1,335,845)
Cash and cash equivalents at
January 1, 4,965,745 2,744,934 4,080,779
-----------------------------------------
Cash and cash equivalents at
December 31, $28,654,488 $4,965,745 $2,744,934
=========================================
Cash and cash equivalents is
comprised of:
Manufacturing $28,642,434 $4,938,579 $2,720,651
Financial Services 12,054 27,166 24,283
-----------------------------------------
$28,654,488 $4,965,745 $2,744,934
=========================================
1993 1992 1991
- ------------------------------------------------------------------------------
Supplemental disclosure of cash
flow information:
Cash paid during the year for:
Income taxes, net of refunds $5,095,707 $1,411,326 $2,334,951
Interest 4,604,088 5,013,590 5,742,186
- ------------------------------------------------------------------------------
The accompanying notes are a part of the financial statements.
<PAGE>
<PAGE> 301
Notes to Financial Statements
The Raymond Corporation and Subsidiaries
Years Ended December 31, 1993, 1992 and 1991
A. Significant Accounting Policies
(1) Principles of Consolidation: The consolidated financial statements include
the accounts of the Company and its domestic and foreign subsidiaries after
elimination of all significant intercompany accounts and activity.
Unconsolidated investees are stated at cost plus equity in unremitted earnings
since acquisition. The Company's share of net income of unconsolidated
investees is included in consolidated income using the equity method.
The accounts of foreign operations have been translated to U.S. dollars in
conformity with Statement of Financial Accounting Standards No. 52, "Foreign
Currency Translation." Exchange gains and losses arising from transactions are
included in current income. Exchange gains were $554,000, $775,000 and $180,000
in 1993, 1992 and 1991, respectively.
Earnings of consolidated foreign companies were $4,000,000, $3,000,000 and
$400,000 in 1993, 1992 and 1991, respectively.
(2) Cash Equivalents: The Company considers all highly liquid investments with
a maturity of three months or less when purchased to be cash equivalents. These
amounts were $28,183,000, $6,745,000 and $3,431,000 at December 31, 1993, 1992
and 1991, respectively. The carrying amount reported in the balance sheets for
cash equivalents approximates its fair value.
(3) Foreign Currency Exchange Agreements: In the normal course of business,
R.H.E. Ltd., a wholly-owned Canadian subsidiary, enters into foreign currency
exchange contracts to hedge foreign currency transactions for periods
consistent with its committed exposures. At December 31, 1993, R.H.E. Ltd. had
forward contracts for $7,500,000 which mature in increments ranging from
$1,000,000 to $2,000,000 on a monthly basis through June 1994. Gains and losses
arising from foreign currency exchange contracts offset the gains or losses on
the assets, liabilities and transactions being hedged. There were no
significant risks associated with these contracts which had minimal fair value
at December 31, 1993.
(4) Inventories: Inventories are stated principally at the lower of cost (FIFO
- - first-in, first-out method) or market.
(5) Property and Depreciation: Rental equipment, property, plant and equipment
are stated at cost. Depreciation is provided on the straight line and declining
balance methods for financial reporting and accelerated methods for income tax
purposes.
(6) Income Taxes: The Company adopted the liability method of accounting for
income taxes in its financial statements for the year ended December 31, 1989.
The adoption of Statement of Financial Accounting Standards No. 109,
<PAGE>
<PAGE> 302
"Accounting for Income Taxes," in the first quarter of 1993 had no material
effect on the Company's operating results or financial position.
The Company considers the undistributed earnings of its foreign subsidiaries at
December 31, 1993 to be indefinitely reinvested.
(7) Revenue Recognition and Related Costs: Revenues from product sales are
recognized based upon deliveries. Lease finance revenues are recognized on
fixed rate, long-term leases on a declining basis over the life of the lease
(interest method). Revenues on variable rate leases are recognized upon the
principal amounts outstanding. Short-term rentals are recognized as revenues
over the term of the contract. Related costs consist primarily of depreciation
and maintenance.
Net sales include sales to unconsolidated investees of $60,411,000, $57,803,000
and $51,449,000 in 1993, 1992 and 1991, respectively.
(8) Concentration of Credit Risk: The Company's sales are primarily made to its
Dealers in North America who subsequently sell the equipment to customers in
diversified industries in many geographic areas. It is the Company's policy to
have a formal agreement in effect for each Dealer which requires a purchase
money security agreement. The Company performs ongoing credit evaluations of
its Dealers' financial condition.
The investment in leases primarily represents receivables from customers (end
users) of the Company's products. These leases are collateralized by the
equipment. Credit evaluations are performed prior to the approval of a lease
contract. Subsequently, the financial condition of the customer and the value
of the collateral are monitored on an ongoing basis.
Reserves for potential credit losses on accounts and lease receivables are
maintained and such losses have been within management's expectations.
(9) Product Warranties: Estimated product warranty costs are accrued at the
time of revenue recognition.
(10) Insurance Accruals: For the period February 1, 1986 through July 27, 1987,
the Company was totally self-insured for all products liability claims. Prior
to February 1, 1986 and subsequent to July 27, 1987, the Company is insured
above certain deductible amounts. The Company uses a combination of
self-insured retention and insurance for workers' compensation and certain
health insurance coverage in the U.S.
(11) Research and Development Costs: Research and development costs are charged
to expense as incurred and amounted to $4,251,000 in 1993, $2,557,000 in 1992
and $4,382,000 in 1991.
(12) Postretirement Benefits: Effective January 1, 1993 the Company adopted the
provisions of Statement of Financial Accounting Standards No. 106, "Employer's
Accounting for Postretirement Benefits Other Than Pensions." This Statement
requires the costs of providing such benefits, which consist of health care
<PAGE>
<PAGE> 303
coverage for certain existing U.S. retirees at March 31, 1993, to be accrued as
they are earned. Previously, these costs were recognized on a cash basis.
(13) Per Share Amounts: Net income (loss) per share of common stock is based on
the weighted average number of shares outstanding (1993 - 6,023,473, 1992 -
6,010,667, and 1991 - 6,009,184). Dilution that could result from the assumed
conversion of the convertible debentures issued on December 15, 1993 and the
exercise of stock options is not material.
(14) Reclassification: Certain amounts in the financial statements and
footnotes for 1992 and 1991 have been reclassified to conform to the 1993
presentation.
- ------------------------------------------------------------------------------
B. Inventories
The composition of inventories at December 31 was:
1993 1992 1991
- ------------------------------------------------------------------------------
Materials $9,197,663 $8,853,533 $6,788,079
Work in process 15,617,577 16,112,385 14,120,556
Finished goods 788,382 1,363,233 1,194,666
-----------------------------------------
$25,603,622 $26,329,151 $22,103,301
=========================================
- ------------------------------------------------------------------------------
C. Unconsolidated Investees at Equity
The following investees are accounted for
on the equity method: 1993 1992 1991
- ------------------------------------------------------------------------------
G.N. Johnston Equipment Co. Ltd.
(A Canadian distributor 45% owned by R.H.E. Ltd.):
Investment, at cost, plus
equity in subsequent
earnings, net of
dividends $4,596,936 $5,079,872 $6,822,127
Advances 679,860 _ _
-----------------------------------------
5,276,796 5,079,872 6,822,127
Other unconsolidated investees (U.S. Dealers) at
various percentages of ownership:
Investments at cost, plus
equity in subsequent
earnings 4,095,186 3,170,020 3,840,214
Advances 4,840,000 616,826 745,818
-----------------------------------------
8,935,186 3,786,846 4,586,032
Total Investments in and
Advances to Unconsolidated
Investees at
-----------------------------------------
Equity $14,211,982 $8,866,718 $11,408,159
=========================================
At December 31, 1993, consolidated retained earnings included $5.7 million of
undistributed earnings of the Company's unconsolidated investees.
Fifty-five percent of the common shares of G.N. Johnston Equipment Co. Ltd. (a
Canadian company), and various percentages of the other unconsolidated
investees are controlled by their management. Upon death or termination of
<PAGE>
<PAGE> 304
employment, Raymond has agreed to cause the purchase of management's shares
based upon a predetermined valuation method. These agreements further provide,
under specified conditions, that any of the shares held by Raymond may be
purchased by management at a price which will return to Raymond its investment.
The following is summarized financial information for the unconsolidated
investees:
(in Thousands) 1993 1992 1991
- ------------------------------------------------------------------------------
Revenues $163,346 $149,430 $156,960
Gross margin 34,874 32,812 38,567
Net income 1,009 143 715
Current assets 43,698 41,071 41,024
Noncurrent assets 19,948 19,378 20,493
Current liabilities 33,527 32,893 28,632
Noncurrent liabilities 11,185 8,826 9,628
The following presents summarized information of Raymond Leasing Corporation
that is contained in the Company's consolidated financial statements to conform
with the provisions of Statement of Financial Accounting Stan-
dards No. 94, "Consolidation of All Majority Owned Subsidiaries":
(in Thousands) 1993 1992 1991
- ------------------------------------------------------------------------------
Revenues $9,462 $10,227 $10,368
Gross margin 3,736 3,944 3,970
Net income 1,522 1,417 1,582
Total assets 66,354 65,467 69,151
Total liabilities 40,181 40,816 45,917
- ------------------------------------------------------------------------------
D. Net Investment in Leases
The Raymond Leasing Corporation leases Raymond equipment to customers under
arrangements covering three to seven years. The net investment in direct
financing leases represents the present value of future minimum lease payments
and the residual value of the equipment of $15,367,000, $14,906,000 and
$15,304,000, at December 31, 1993, 1992 and 1991, respectively. Unearned lease
income on fixed rate leases totaled $10,001,000, $10,473,000 and $12,309,000,
at December 31, 1993, 1992 and 1991, respectively.
At December 31, 1993 future minimum lease payments to be received are as
follows:
Year
- ------------------------------------------------------------------------------
1994 $23,661,945
1995 15,782,029
1996 10,330,450
1997 6,138,186
1998 2,310,320
Future 232,639
-----------
Total future minimum lease payments 58,455,569
Residual values 15,366,803
-----------
73,822,372
Less unearned income 10,001,463
-----------
$63,820,909
===========
<PAGE>
<PAGE> 305
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
E. Long-Term Debt and Capitalized Lease Obligations
1993 1992 1991
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
Manufacturing Long-Term Debt
Senior Debt
Various notes, repaid in 1993 $ _ $20,502,559 $ 2,399,701
Various notes, repaid in 1992 _ _ 4,350,000
-----------------------------------------
Total Senior Debt _ 20,502,559 6,749,701
-----------------------------------------
Subordinated Debt
6.50% convertible debentures due
December 15, 2003. Interest is
payable semi-annually 57,500,000 _ _
-----------------------------------------
Total Subordinated Debt 57,500,000 _ _
-----------------------------------------
Capitalized Lease Obligations
Various leases, repaid in 1992 _ _ 618,572
-----------------------------------------
Total Capitalized Lease Obligations _ _ 618,572
-----------------------------------------
Total Long-Term Debt and
Capitalized Lease Obligations 57,500,000 20,502,559 7,368,273
Less Current Portion _ 505,783 4,431,072
-----------------------------------------
Manufacturing Long-Term
Portion of Debt and
Capitalized Lease Obligations $57,500,000 $19,996,776 $ 2,937,201
=========================================
Financial Services Debt
Senior Debt
6.35% note, principal is payable
in quarterly installments of $312,500
through July 1, 1997. Interest
is payable quarterly $ 4,687,500 $ - $ -
8.75% note, principal is payable
in annual installments of $2,857,000
through March 1, 1997. Interest is
payable semi-annually 11,429,000 14,286,000 17,143,000
8.86% note, principal is payable
in annual installments of
$4,000,000 from November 27, 1993
through November 27, 1997.
Interest is payable
semi-annually 16,000,000 20,000,000 20,000,000
10.63% note, repaid in 1993 _ 905,000 1,360,000
9.00% note, repaid in 1992 _ _ 200,000
-----------------------------------------
Total Senior Debt 32,116,500 35,191,000 38,703,000
-----------------------------------------
Subordinated Debt
12.89% note, repaid in 1992 _ _ 2,000,000
-----------------------------------------
Total Subordinated Debt _ _ 2,000,000
-----------------------------------------
Total Financial Services Debt $32,116,500 $35,191,000 $40,703,000
=========================================
</TABLE>
Annual repayments of long-term debt are as follows:
Manufacturing Financial
Debt Services Debt
- ----------------------------------------------------------
1994 $ _ $ 8,107,000
1995 _ 8,107,000
1996 _ 8,107,000
1997 _ 7,795,500
1998 _ _
Future 57,500,000 _
-----------------------------------------
Total $57,500,000 $32,116,500
=========================================
<PAGE>
<PAGE> 306
The 6.50% convertible subordinated debentures are convertible
into shares of common stock at a rate of approximately 53.76
shares for each $1,000 principal amount of debentures. These
debentures are redeemable at prices ranging from 103.50% of
principal to par depending upon the redemption date. The
debentures are convertible at any time prior to maturity and are
redeemable any time on or after December 15, 1996, in whole or in
part, at the option of the Company.
Terms of certain notes provide, among other things, that Raymond
Leasing Corporation, a wholly-owned subsidiary, must maintain a
minimum working capital and a specified working capital ratio,
and is subject to certain debt agreements that limit cash
dividends and loans to the Company. At December 31, 1993, the
restricted retained earnings of Raymond Leasing Corporation were
approximately $23,100,000.
The Company and its subsidiaries had unused lines of credit
totaling $9,089,500 at December 31, 1993. No significant
commitment fees are paid for these lines. Interest is based on
short-term variable interest rates. Borrowings under short-term
lines of credit were $2,000,000 and $15,152,788 in 1992 and 1991,
respectively.
The carrying amounts of the Company's long-term debt reported in
the balance sheet are not materially different from the fair
value of these obligations based on prevailing interest rates at
December 31, 1993.
Rent expense under operating leases amounted to approximately
$1,726,000, $1,679,000, and $1,555,000 in 1993, 1992 and 1991,
respectively. At December 31, 1993, the Company was obligated for
future minimum lease payments under noncancelable operating
leases for certain equipment as follows:
1994 $ 807,995
1995 597,606
1996 238,291
1997 189,887
1998 _
Thereafter _
-----------
$ 1,833,779
===========
- ------------------------------------------------------------------------------
F. Retirement and Benefit Plans
The Company has noncontributory group trusteed retirement plans
covering substantially all of its employees. The benefits are
based on years of service and/or compensation. The Company's
funding policy is to contribute annually the maximum amount that
can be deducted for federal income tax purposes. Contributions
are intended to provide not only for benefits attributed to
service to date, but also for those expected to be earned in the
future.
<PAGE>
<PAGE> 307
The following table sets forth the plans' funded status and amounts
recognized in the Company's consolidated balance sheets at December 31:
(in Thousands) 1993 1992 1991
- -------------------------------------------------------------------------
Actuarial Present
Value of Benefit
Obligation:
Accumulated benefit
obligation, including
vested benefits of
$15,414 in 1993,
$13,149 in 1992
and $11,348 in 1991 $(16,811) $(13,944) $(12,091)
=======================================
Plan assets at fair value,
primarily listed stocks
and bonds held in
trust 26,322 23,840 22,844
Projected benefit
obligation for service
rendered to date (22,931) (19,197) (17,467)
---------------------------------------
Plan assets in excess
of projected benefit
obligation 3,391 4,643 5,377
Unrecognized net
transition asset (2,415) (2,787) (3,186)
Unrecognized prior
service cost 403 545 586
Unrecognized net loss
(gain) from past
experience different
from that assumed and
effect of change in
assumptions 942 (261) (451)
---------------------------------------
Prepaid Pension Cost
Included in
Other Assets $2,321 $2,140 $2,326
=======================================
Net pension cost for the plans included the following components:
(in Thousands) 1993 1992 1991
- -------------------------------------------------------------------------
Service cost _ benefits
earned during the
period $958 $1,045 $781
Interest cost on
projected benefit
obligation 1,449 1,510 1,314
Actual return on
plan assets (2,619) (1,972) (3,446)
Net amortization
and deferral 397 (135) 1,541
---------------------------------------
Net periodic
pension cost $185 $448 $190
=======================================
<PAGE>
<PAGE> 308
The weighted average discount rate used in determining the actuarial
present value of the projected benefit obligation was 7% at December 31,
1993, 8% at December 31, 1992 and 8 1/4% at December 31, 1991. The rate of
increase in future compensation levels was 5 1/2% in 1993 and 1992 and 7 1/2 in
1991. The weighted average expected long-term rate of return on plan assets
was 8 1/2% in 1993, 1992 and 1991.
The actuarial present value of the projected benefit obligation increased
approximately $2.6 million at December 31, 1993 primarily as a result of
the change in the weighted average discount rate.
The actuarial present value of the projected benefit obligation decreased
approximately $1.3 million at December 31, 1992 as a result of the changes
in the weighted average discount rate and the rate of future compensation
levels.
The Company has profit-sharing plans covering substantially all of its
employees and a salary-reduction 401(K) Plan for its U.S. employees. The
aggregate expense of these plans, as determined by the Board of Directors,
was $1,293,000 in 1993, $582,000 in 1992 and
$0 in 1991.
The Company provides a deferred compensation plan for its executives and
directors whereby the individual has the right to defer a portion of his or
her current salary. The liability for amounts so deferred has been accrued.
The Company has a formal bonus plan for key executives. The plan provides,
among other things, that the annual bonus be computed on income after
consideration for a return on consolidated shareholders' equity. Charges to
operations under this plan were $520,000 in 1993 and $349,000 in 1992.
There were no charges to operations during 1991.
In addition to the Company's defined benefit pension plan, the Company
sponsors a defined benefit health care plan that provides postretirement
medical benefits. The plan is available to certain existing U.S. retirees
at March 31, 1993. In addition, U.S. full-time employees who have attained
age 55 with at least 15 years continuous service as of March 31, 1993 are
eligible to receive medical benefits under the plan subject to a premium
limitation of $200 per month. No other current or future employees will be
covered by this plan. The plan contains other cost sharing features such as
deductibles and coinsurance. The Company's policy is to fund the cost of
these medical benefits as claims are submitted.
In 1993, the Company adopted Statement of Financial Accounting Standards
No. 106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions." The effect of adopting the new rules increased 1993 net periodic
postretirement benefit cost by $194,000 and decreased 1993 net income by
approximately $116,000. Post-retirement benefit cost for 1992 and 1991,
which was recorded on a cash basis, has not been restated.
<PAGE>
<PAGE> 309
The following table presents the plan's funded status reconciled with
amounts recognized in the Company's statement of financial position at
December 31:
(in Thousands) 1993 1992
- -------------------------------------------------------------------------
Accumulated postretirement
benefit obligation:
Retirees $(3,805) $(3,138)
Fully eligible active plan
participants (1,086) (963)
Other active plan participants (43) (44)
----------------------
(4,934) (4,145)
Plan assets at fair value _ _
----------------------
Accumulated postretirement
benefit obligation in excess of
plan assets (4,934) (4,145)
Unrecognized net loss 802 _
Unrecognized transition
obligation 3,938 4,145
----------------------
Accrued postretirement benefit
cost $ (194) $ _
======================
Net periodic postretirement benefit cost includes the following components:
(in Thousands) 1993 1992 1991
- -------------------------------------------------------------------------
Service cost $ 3
Interest cost 318
Amortization of transi-
tion obligation over
20 years 207
Net periodic postretire- ----------------------------------
ment benefit cost $528 $205 $230
==================================
The weighted average annual assumed rate of increase in the per capita cost
of covered benefits (i.e., health care cost trend rate) for retirees under
age 65 was assumed to be 11% for 1993, declining by 1/2% per year until an
ultimate rate of 5-1/2% is reached in 2005 and later years. For retirees age
65 and older, the health care cost trend rate was assumed to be 8-1/4% for
1993, declining by 1/4% each year until an ultimate rate of 5-1/2% is reached
in 2005 and later years. At December 31, 1992, the health care cost trend rate
was assumed to be 12% for retirees under age 65 and 9% for retirees age 65
and older.
The weighted average discount rate used in determining the accumulated
postretirement benefit obligation was 7% and 8% at December 31, 1993 and
1992, respectively. The net effect of decreasing the assumptions for the
health care cost trend rate and the weighted average discount rate was to
increase the accumulated postretirement benefit obligation by approximately
$268,000.
The effect of increasing the assumed health care cost trend rates by one
percentage point in each year would increase the accumulated postretirement
benefit obligation as of December 31, 1993 and 1992 by approximately
<PAGE>
<PAGE> 310
$354,000 and $84,000, respectively, although the impact on the aggregate of
the service and interest cost components of net periodic postretirement
benefit cost for 1993 would be minimal.
- ------------------------------------------------------------------------------
G. Income Taxes
The Company adopted the liability method of accounting for income taxes in
its financial statements for the year ended December 31, 1989. The adoption
of Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes," in the first quarter of 1993 had no material effect on the
Company's operating results or financial position and, as permitted under
the new rules, prior years' financial statements have not been restated.
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial
reporting purposes and amounts used for income tax purposes. Significant
components of the Company's deferred tax liabilities and assets as of
December 31, 1993 are as follows:
(in Thousands) 1993
- -------------------------------------------------------------------------
Deferred tax liabilities:
Lease finance revenues $3,892
Excess tax over book depreciation 1,253
LIFO inventory accounting change 943
Pension assets 849
Other 576
------
Total deferred tax liabilities 7,513
======
Deferred tax assets:
Insurance reserves 1,620
Compensation 1,129
Inventory 617
Accounts receivable 595
Other 1,186
Alternative minimum tax credit carryforward 2,150
------
Total deferred tax assets 7,297
------
Net deferred tax liability $ 216
======
Significant temporary differences relating to the net
deferred tax liability and expense for 1993, 1992 and 1991 include
alternative minimum tax payments, the tax deferral of a change in
accounting methods for inventory, depreciation, lease finance revenues,
inventory items, compensation accruals, insurance and warranty reserves,
and prepaid pension cost.
The components of income (loss) before income taxes consisted of the
following:
(in Thousands) 1993 1992 1991
- -------------------------------------------------------------------------
Domestic $2,184 $2,388 $(2,881)
Foreign 5,763 4,085 49
------------------------------------
$7,947 $6,473 $(2,832)
====================================
<PAGE>
<PAGE> 311
Federal, foreign and state income tax expense (benefit) consisted of the
following:
(in Thousands) 1993 1992 1991
- -------------------------------------------------------------------------
Currently payable:
Federal $1,727 $1,391 $683
Foreign 2,321 1,536 (77)
State 197 172 98
------------------------------------
4,245 3,099 704
------------------------------------
Deferred:
Federal (952) (452) (1,811)
Foreign (34) 83 99
State (57) (66) 78
------------------------------------
(1,043) (435) (1,634)
------------------------------------
Total income tax
expense (benefit) $3,202 $2,664 $(930)
====================================
The differences between income tax provisions for 1993, 1992 and 1991 and
the amounts computed by applying the U.S. Federal statutory rate (34%) are
explained as follows:
(in Thousands) 1993 1992 1991
- -------------------------------------------------------------------------
Statutory provision
(benefit) $2,702 $2,201 $(963)
State income taxes, net
of federal tax benefit 92 70 116
Foreign subsidiaries 328 230 6
Other _ net 80 163 (89)
------------------------------------
Provision (benefit) $3,202 $2,664 $(930)
====================================
For federal income tax purposes, the Company has approximately $2.1 million
of alternative minimum tax payments available to offset future domestic
regular income taxes payable to the extent such regular taxes exceed
alternative minimum taxes payable.
The Raymond Corporation files a consolidated federal tax return with
Raymond Leasing Corporation and all other significant domestic
subsidiaries.
In 1991, the Internal Revenue Service (IRS) completed an examination of the
Company's federal income tax returns for the years 1984 through 1989. The
Company and the IRS have reached a settlement on the audit that has been
forwarded to the Joint Committee on Taxation for acceptance. The amount of
the settlement has been provided for in the financial statements and it did
not have a material effect on the financial position or operating results
of the Company.
Undistributed earnings of the Company's foreign subsidiaries amounted to
approximately $32.0 million at December 31, 1993. Those earnings are
considered to be indefinitely reinvested and, accordingly, no provision for
<PAGE>
<PAGE> 312
U.S. federal and state income taxes has been provided thereon. Upon
distribution of those earnings in the form of dividends or otherwise, the
Company would be subject to both U.S. income taxes (subject to an
adjustment for foreign tax credits) and foreign withholding taxes.
Determination of the amount of unrecognized deferred U.S. income tax
liability is not practicable because of the complexities associated with
its hypothetical calculation; however, unrecognized foreign tax credit
carryforwards would be available to reduce some portion of the U.S.
liability. Withholding taxes of approximately $3.2 million would be payable
upon remittance of all previously unremitted earnings at December 31, 1993.
- ------------------------------------------------------------------------------
H. Stock Options
The shareholders of the Company have approved stock option plans for
officers, directors and key employees. At December 31, 1993, there are
141,760 unoptioned shares available under these plans. The exercise price
of options granted is equal to the fair market value of the common stock on
the date of grant, except for greater than 5% shareholder officers whose
exercise price is 110% of the fair market value on the date of grant, and
options expire ten years from the date of the grant.
The status of these plans at December 31 is as follows:
Outstanding Options
Options Price Range Exercisable
- ------------------------------------------------------------------
1993 322,576 $ 8.44 - $ 21.25 245,716
1992 379,649 8.44 - 21.25 284,735
1991 322,114 8.44 - 21.25 231,783
Options exercised in these plans are summarized as follows:
Options
Exercised Price Range
- ------------------------------------------------------------------
1993 127,237 $ 8.44 - $ 17.46
1992 12,653 9.88 - 10.00
1991 1,050 9.33
Stock options issued to officers and key employees are subject to stock
appreciation rights covering up to one-half the number of optioned shares.
Options outstanding subject to stock appreciation rights at December 31
were: 1993 - 273,813, 1992 - 339,246, 1991 - 290,249. The exercise of stock
appreciation rights by an optionee is in lieu of exercising the option to
purchase and will result in a reduction of an equivalent number of optioned
shares.
Stock appreciation rights provide for cash payment equal to the
appreciation in value of the shares under option from the date the option
was granted.
<PAGE>
<PAGE> 313
- ------------------------------------------------------------------------------
I. Property, Plant and Equipment
The composition of property, plant and equipment for manufacturing and
financial services at December 31 was:
1993 1992 1991
- ---------------------------------------------------------------------------
Land $ 317,972 $ 1,069,365 $ 1,072,044
Buildings and
building
equipment 15,494,005 18,511,080 18,452,840
Machinery,
equipment
and tools 21,183,254 20,163,465 19,812,051
Furniture and
fixtures 6,800,594 6,694,676 7,171,500
-----------------------------------------
$43,795,825 $46,438,586 $46,508,435
=========================================
Buildings and building equipment include the following amounts for leases
which have been capitalized:
1993 1992 1991
- ---------------------------------------------------------------------------
Cost $4,627,430 $4,627,430 $4,639,865
Accumulated
depreciation (3,400,023) (3,217,891) (3,032,952)
-----------------------------------------
Property under
capitalized
leases, net $1,227,407 $1,409,539 $1,606,913
=========================================
- ------------------------------------------------------------------------------
J. Accrued Liabilities
Accrued liabilities for manufacturing and financial services are summarized
as follows:
1993 1992 1991
- ------------------------------------------------------------------------------
Insurance $ 4,764,346 $4,174,053 $4,057,383
Employee
compensation 2,321,835 1,604,902 1,135,201
Service
agreements 1,840,472 1,463,451 1,394,311
Interest 904,066 899,573 991,604
Commissions 646,311 332,400 590,959
Stock
appreciation
rights 537,953 613,454 25,059
Profit sharing
contribution 596,356 211,865 4,722
Other 858,766 414,495 303,395
-----------------------------------------
$12,470,105 $9,714,193 $8,502,634
=========================================
<PAGE>
<PAGE> 314
- ------------------------------------------------------------------------------
K. Business Segment Information
The Company operates predominantly in one business segment, that being
the design, manufacture, sale, leasing and short-term rental of
materials handling systems. Revenues are realized predominantly through
its North American Dealer Network.
For purposes of segment information, operating income is total revenue
less applicable operating expenses. In computing results from foreign
operations, exchange transaction gains and losses have been added or
deducted. Domestic transfers are at cost while foreign transfers are at
prices to allow for reasonable profit margins. Identifiable assets
include investments in and advances to unconsolidated investees which
are discussed in Note C.
A summary of information about the Company's operation within the one
business segment follows:
(in Thousands)
- --------------------------------------------------------------------
Product Mix 1993 1992 1991
- --------------------------------------------------------------------
Total Revenues $171,949 $148,733 $140,695
Narrow aisle
applications:
Lift trucks 38% 34% 36%
Automated
materials handling
equipment 16% 18% 15%
All other
lift trucks 22% 21% 22%
Repair and replace-
ment parts 18% 20% 19%
Leasing and
rentals 6% 7% 8%
- --------------------------------------------------------------------
Geographic Areas 1993 1992 1991
- --------------------------------------------------------------------
United States:
Unaffiliated
customers $ 98,436 $ 85,508 $ 83,628
Interarea sales
and transfers* 15,785 13,959 12,509
--------------------------------------
114,221 99,467 96,137
Canada:
Unaffiliated
customers 9,685 6,858 8,145
Interarea sales
and transfers 56,457 46,736 39,387
--------------------------------------
66,142 53,594 47,532
Eliminations (8,414) (4,328) (2,974)
--------------------------------------
Total
Revenues $171,949 $148,733 $140,695
======================================
<PAGE>
<PAGE> 315
1993 1992 1991
- --------------------------------------------------------------------
Operating Income:
United States $ 3,782 $ 3,757 $ 216
Canada 5,930 4,283 (1,016)
--------------------------------------
$ 9,712 $ 8,040 $ (800)
======================================
Identifiable Assets:
United States $165,740 $132,689 $132,487
Canada 25,009 21,155 19,956
--------------------------------------
$190,749 $153,844 $152,443
======================================
*Includes sales of $9,582, $9,631 and $9,536 in
1993, 1992 and 1991, respectively, to unconsolidated
Canadian company at arms-length pricing.
- ------------------------------------------------------------------------------
L. Contingencies
The Company is currently defending a number of products liability and
similar lawsuits involving industrial accidents. The Company views these
actions, and related expenses of administration, litigation and
insurance, as part of the ordinary course of its business. The Company
has a policy of aggressively defending products liability lawsuits,
which generally take several years to ultimately resolve. A combination
of self-insured retention and insurance is used to manage these risks
and management believes that the insurance coverage and reserves
established for self-insured risks are adequate. The effect of these
lawsuits on future results of operations cannot be predicted because any
such effect depends on the operating results of future periods and the
amount and timing of the resolution of these proceedings. The Company's
Dealers contribute to the funding of the Company's products liability
program and, in turn, the Company indemnifies the Dealers against
products liability expense and manages products liability claims.
The Company is also one of thirteen defendants in a private
environmental lawsuit. The plaintiffs have alleged that scrap metal
purchased from the Company was coated with certain solvents and/or
cutting oils. Plaintiffs have the burden of proving the nature and
extent of the Company's contribution to the site, as well as the burden
of proving what portion of the material delivered to the site was
"hazardous" as that term is defined in the environmental statutes. The
Company is aggressively defending the claim and does not believe it is
likely to have a material adverse effect on the Company.
<PAGE>
<PAGE> 316
- --------------------------------------------------------------------
M. Quarterly Information (Unaudited)
(in Thousands, except per share figures)
1993 Quarters First Second Third Fourth
- --------------------------------------------------------------------
Revenues $39,763 $40,648 $42,838 $48,700
Gross profit 8,936 8,913 9,388 11,298
Net income 647 1,030 1,434 1,895
Per share amounts:
Net income .11 .17 .24 .31
Market price range:
High 18.50 19.75 20.75 18.25
Low 14.00 17.25 15.75 14.75
1992 Quarters First Second Third Fourth
- --------------------------------------------------------------------
Revenues $33,480 $37,013 $39,234 $39,006
Gross profit 6,961 8,078 8,857 9,659
Net income 388 950 1,270 1,353
Per share amounts:
Net income .06 .16 .21 .23
Market price range:
High 11.50 16.25 14.75 16.75
Low 8.50 10.25 12.50 12.50
The Raymond Corporation is traded on the NASDAQ National Market System
(ticker symbol RAYM). The common stock market prices indicated in the
tables above represent inter-dealer prices as reported by NASDAQ without
retail markups, markdowns or commissions and do not necessarily
represent actual transactions.
<PAGE>
<PAGE> 317
Directors' Affiliations and Committees
<TABLE>
<CAPTION>
<S> <C>
Ross K. Colquohown Director since 1984 Arthur M. Richardson Director since 1984
President and Chief Executive Officer President
The Raymond Corporation Richardson Capital Corporation
Rochester, New York
Chairman of the Board,
G.N. Johnston Equipment Co. Ltd. Finance Committee, Chairman
Toronto, Ontario, Canada Audit Committee, Member
Chairman of the Board, Executive Committee, Member
Associated Material Handling Industries, Executive Compensation Committee,
Inc. Member
Elmhurst, Illinois Human Resource Committee, Member
Executive Committee, Chairman
Ex Officio Member of all Committees of
the Board of Directors except for the Dr. M. Richard RoseDirector since 1979
Audit Committee and Executive Former President
Compensation Committee Rochester Institute of Technology
Rochester, New York
Christian D. Gibson Director since 1956 Executive Committee, Member
Consultant Executive Compensation Committee,
The Raymond Corporation Chairman
Human Resource Committee, Chairman
Pension Plan Review Committee, Member
401(K) Plan, Trustee
Profit Sharing Retirement Plan, Trustee Daniel F. Senecal Director since 1988
President and Chief Executive Officer
Werres Corporation
John E. Mott Director since 1974 Rockville, Maryland
Secretary
Raymond Industrial Equipment, Limited Pension Plan Review Committee, Member
Brantford, Ontario, Canada 401(K) Plan, Trustee
Profit Sharing Retirement Plan,
Audit Committee, Member Trustee
Pension Plan Review Committee, Member
Robert L. Tarnow Director since 1982
Michael R. Porter Director since 1989 Chairman of the Board
President Goulds Pumps, Inc.
Nexus Corporation Seneca Falls, New York
Northglenn, Colorado
Audit Committee, Chairman
Audit Committee, Member Executive Compensation Committee,
Finance Committee, Member Member
Pension Plan Review Committee, Member Human Resource Committee, Member
George G. Raymond, Jr. Director since 1946 Lee J. Wolf Director since 1973
Chairman of the Board Consultant
The Raymond Corporation The Raymond Corporation
Executive Committee, Member Pension Plan Review Committee,
Finance Committee, Member Chairman
Human Resource Committee, Member 401(K) Plan, Chairman of Trustees
Profit Sharing Retirement Plan,
Chairman of Trustees
Finance Committee, Member
</TABLE>
<PAGE>
<PAGE> 318
<TABLE>
<CAPTION>
<S> <C>
Officers, Principal Subsidiaries and
External Services
Officers Raymond Industrial Equipment, Limited
Brantford, Ontario, Canada
George G. Raymond, Jr.
Chairman of the Board Raymond Leasing Corporation
Greene, New York
Ross K. Colquhoun Raymond Sales Corporation
President and Greene, New York
Chief Executive Officer
Raymond Transportation Corporation
Greene, New York
William B. Lynn
Executive Vice President R.H.E. Ltd.
Brantford, Ontario, Canada
Heidi J. Bowne
Vice President-Human Resources External Services
Legal Counsel
James W. Davis Nixon, Hargrave, Devans and Doyle
Vice President-Engineering Rochester, New York
Independent Auditors
Jerome R. Dinn Ernst & Young
Vice President-Sales and Quality Syracuse, New York
Margaret L. Gallagher Transfer Agent and Registrar
Vice President-Marketing American Stock Transfer & Trust
Company
James J. Malvaso Brooklyn, New York
Vice President-Operations
Securities Listings
Common Stock:
Paul J. Sternberg NASDAQ National Market System
Vice President-General Counsel and Ticker symbol RAYM
Secretary
Subordinated convertible debentures:
Patrick J. McManus NASDAQ Small-Cap Market
Treasurer Ticker symbol RAYMG
Design, Production & Composition:
John F. Everts
Corporate Controller The Raymond Corporation/Marketing
Communications
JD Associates/Sandy Fencher
William L. O'Mara Warne Marketing & Communications
Assistant Treasurer
Photography
Cathy J. Hawkes B.T. Industries AB
Assistant Secretary L.A. Oliver Photography, Inc./Lou Oliver
Principal M.J.S. Photography/Michael J. Skrepcinski
Subsidiaries Robin Raymond
The Raymond Export Corporation The Raymond Corporation
St. Thomas, U.S. Virgin Islands
Lithography
Manhardt-Alexander, Inc.
</TABLE>
"RAYMOND," "REACH-FORK," "SWING-REACH," "INTELLIDRIVE,"
"INTELLIGUIDE," "INTELLIPICK," "SMARTi" and "INTELLISPEED"
are trademarks of The Raymond Corporation.
<PAGE>
<PAGE> 319
The Raymond Dealer Network
Air-Mac Handling Brauer Material Handling
& Storage Techniques, Inc. Systems, Inc.
1651 S. 216th Street, Bldg. D 206 Space Park North
Kent, WA 98032 Goodlettsville, TN 37072
206-872-3909 615-859-2930
7911 N.E. 33rd Drive 6331 Baum Drive
Suite 260 Knoxville, TN 37919
Portland, OR 97211 615-588-3566
503-249-8290
Carolina Handling, Inc.
Allied Handling Equipment 3101 Piper Lane
Company, Ltd. Airport Industrial Park
2335 W. Altorfer Drive Charlotte, NC 28208
Peoria, IL 61615-1809 704-357-6273
309-691-7620
2304 River Road
1509 S.E. Cortina Drive Piedmont, SC 29673
Ankeny, IA 50021-3903 803-269-6360
515-964-0162
2717 W. Highway 97
Andersen & Associates, Inc. Wendell, NC 27591
24333 Indoplex Circle 919-365-9077
Farmington, MI 48335-2552
810-476-6500 1215 Bonito Lane
Wilmington Beach, NC 28428
3146 Broadmoor, S.E. 910-458-5707
Grand Rapids, MI 49512
616-949-1452 4844-C Tower Road
Greensboro, NC 27410
4732 Northwest 165th Street 910-547-0662
Hialeah, FL 33014-6423
305-625-0250 2351 Lithonia Industrial Blvd.
Lithonia, GA 30058
Arbor Handling Services, Inc. 404-484-2070
2380 Maryland Road
Willow Grove, PA 19090 6022 Woodvale Court
215-657-2700 Helena, AL 35080
205-664-8818
Associated Material Handling
Industries, Inc. Distribuciones Molina S.A. de C.V.
343 Carol Lane Flamenco 1115
Elmurst, IL 60126 Guadalajara, Jalisco, Mexico 44910
708-832-7200 011-52-3-610-2002
8820 Corporation Drive Garmac, Inc.
Indianapolis, IN 46256 "A" Street Corner "B" Street
317-576-0300 Las Palmas Industrial Park
Catano, Puerto Rico 00962
4812 Investment Drive 809-788-3400
Ft. Wayne, IN 46808
219-482-9556
<PAGE>
<PAGE> 320
G.N. Johnston Equipment Co. Ltd. 180 Edinburgh Drive
1400 Courtney Park Drive Moncton, New Brunswick E1E 2K7
Mississauga, Ontario LST 1H1 Canada
Canada 506-857-8766
416-675-6460
61 Raddall Avenue
No. 105 581 Chester Rd. Dartmouth, Nova Scotia B3B 1T4
Delta, British Columbia V3M 6G7 Canada
Canada 902-468-1457
604-524-0361
Goldbell Engineering PTE Ltd.
7008J 5th Street S.E. 14 Benoi Road
Calgary, Alberta T2H 2G3 Singapore 2262
Canada 011-65-861-0007
403-258-1221
Handling Systems, Inc.
17424 105th Avenue 5415 South 39th Street
Edmonton, Alberta T5S 1G4 Phoenix, AZ 85040
Canada 602-437-8071
403-483-7051
740 E. Ajo Way
#1 - 826 56th Street East Tucson, AZ 85713
Saskatoon, Saskatchewan S7K 5Y8 602-624-1895
Canada
306-933-3399 Heubel Material Handling, Inc.
6311 N.E. Equitable Rd.
655 Henderson Drive Kansas City, MO 64120
Regina, Saskatchewan S4N 6A8 816-231-7780
Canada
306-721-2300 2635 Metro Blvd.
St. Louis, MO 63043
314-739-5002
85 Keith Road
Winnipeg, Manitoba R3H OH7 2324 S. 156th Circle
Canada Omaha, NE 68130
204-633-4364 402-330-9040
1179 Newmarket Street 4100 Will Rogers Parkway
Ottawa, Ontario K1B 3V1 Suite 200
Canada Oklahoma City, OK 73108
613-745-0744 405-949-9001
181 Whitehall Drive Hillis Equipment Company, Inc.
Markham, Ontario L3R 9T1 23920 Mercantile Road
Canada Beachwood, OH 44122-5987
905-470-7170 216-464-8520
5000 Levy Street Hooper Handling, Inc.
Ville St. Laurent, Quebec H4R 9Z7 5590 Camp Road
Canada Hamburg, NY 14075
514-956-0020 716-649-5590
3200 Watt Street 1320 Buffalo Road
Suite 105 Suite 115
Ste. Foy, Quebec GIX 4P8 Rochester, NY 14624
Canada 716-328-0171
418-650-1620
2820 W. 23rd Street
Suite #14
Erie, PA 16506
814-838-0343
<PAGE>
<PAGE> 321
<TABLE>
<CAPTION>
<S> <C>
LIFTO Industrial LTDA N.J. Malin & Associates, Inc.
Av. Victor Andrew, 585 15870 Midway Road
18086-390 Sorocaba SP. Addison, TX 75244
Brazil 214-458-2680
011-55-152-25-1999
6630 Roxburgh Drive
Minnesota Supply Company, Inc. Suite 150
6470 Flying Cloud Drive Houston, TX 77041
Eden Prairie, MN 55344-3372 713-896-4183
612-941-9390
3000 Woodway Park
1707 Westgate Road 113301H-10 West
Eau Claire, WI 54703 Suite 3043
715-835-1800 San Antonio, TX 78249
210-690-1574
Montacargas AC S.A. de C.V.
EJE 126 S/N 4757 River Rd.
Zona Industrial Del Potosi Jefferson, LA 70121
San Luis Potosi, S.L.P. 504-733-8445
Mexico C.P. 78090
011-52-4-824-0290 4120 Rio Bravo
Suite 101
Montacargas Aditamentos Y El Paso, TX 79902
Refacciones S.A. de C.V. 915-534-7735
Av. Caylan No. 5
Col. La Joya Iztacala Oleg B. Malikov
Tlalnepantla, Edo de Mexico C.F. 54160 Foreign Trade Representative
011-52-5-388-1515 215, Korpus 1, 27, Prospect
Aviaconstructorov
Montacargas Aditamentos Y Saint Petersburg, 197373
Refacciones Norte S.A. de C.V. Russia
Calle Union #219 011-7-812-168-80-94
Col. Chapultepec
Nuevo Leon, Mexico 66450 Pacific Machinery, Inc.
011-52-8-352-7749 Division of Theo. H. Davies & Co. Ltd.
94-025 Farrington Highway
Nichiyu 'NYK' Australia Pty. Limited Waipahu, HI 96797-2299
Q.B.M. Pty. Ltd. 808-677-9111
22-24 Elliot Road
P.O. Box 461 456 Kalanianaole Avenue
Dandenong, Victoria Hilo, HI 96720-4704
Australia 808-961-3437
3175
011-61-3-794-6555 470 S. Hana Highway
Kahului, Maui, HI 96732-2316
29-31 Lysaght Street 808-877-6538
Acacia Ridge, QLD., 4110
Australia 3651 Lala Road
Lihue, Kauai, HI 96766
P.O. Box 6089 808-245-4057
48 Newton Road
Wetherill Park, NSW, 2164 196 E. Harmon Industrial Park Road
Australia Harmon, Guam 96911-4407
011-671-646-1055
9 Cord Street
Dudley Park, S.A. Pengate Handling Systems, Inc.
Australia 5008 6A Interchange Place
York, PA 17402
717-764-3050
</TABLE>
<PAGE>
<PAGE> 322
Mahaffey Equipment Company Division 6202 North U.S. 301/441
650 Alpha Drive Ocala, FL 34475
R.I.D.C. Industrial Park 904-732-4600
Pittsburgh, PA 15238-2891
412-782-5500
4760 Capital Circle, N.W.
Pengate Handling Systems Tallahassee, FL 32303-7217
of New York, Inc. 904-562-2121
Royce w. Day Company Division
Grove Street 1401 U.S. Highway 301 North
Voorheesville, NY 12186-9713 Tampa, FL 33619-2625
518-765-3331 813-620-1337
Raymond Handling Services Division 803 Taft-Vineland Road
6650 Kirkville Road Orlando, FL 32824-2067
East Syracuse, NY 13057 407-857-1973
315-437-7101
Robert Abel & Co., Inc.
Raymond Handling Concepts 195 Merrimac St.
Corporation Woburn, MA 01888
38507 Cherry Street, Suite A 617-935-7860
Newark, CA 94560
510-745-7500 Shaw Material Handling
Systems, Inc.
1418-W N. Market Blvd., Suite 100A 3025 Kate Bond Blvd.
Sacramento, CA 95834 Bartlett, TN 38134
916-928-1400 901-386-1081
4974 North Fresno Street 2201 Brookwood Drive, Suite 108
Suite 566 Little Rock, AR 72202
Fresno, CA 93726 501-663-5108
209-264-7500
814 South Bloomington
Lowell, AR 72745
5025 McCarron Blvd., Suite 181 501-770-2156
Reno, NV 89502
702-323-4432 Stoffel Equipment Company, Inc.
7764 North 81st Street
4555 N. Pershing Avenue Milwaukee, WI 53223
Suite 33-111 414-354-7500
Stockton, CA 95207
209-474-7500 Storage Concepts, Inc.
4350 Indeco Court
Raymond Handling Cincinnati, OH 45241
Technologies, Inc. 513-891-7290
426 Northfield Avenue
Edison, NJ 08837 5270 Krieger Court
908-417-1100 Columbus, OH 43228
614-878-9271
35 Tec Street
Hicksvills, NY 11801 1804 Production Drive
800-722-8901 Louisville, KY 40299
502-491-2237
Ring Lift
Division of Ring Power Corporation
8060 Phillips Highway
Jacksonville, FL 32256
904-448-5438
<PAGE>
<PAGE> 323
Welch Equipment Company, Inc.
6090 East 39th Avenue
Denver, CO 80207
303-393-8181
634 Elkton Drive
Colorado Springs, CO 80907
719-599-4497
4501 Bogan Avenue, N.E.
Building A, Suite 3
Albuquerque, NM 87109
505-881-9612
Werres Corporation
12022 Parklawn Drive
Washington-Rockville Industrial Park
Rockville, MD 20852
301-770-4000
7449 Whitepine Road
Richmond, VA 23237
804-275-6500
4225 Colonial Avenue, Suite D
Roanoke, VA 24018
703-989-5090
Womack Material Handling
Systems, Inc.
71 North Plains Industrial Rd.
Wallingford, CT 06492-2332
203-265-2887
W.T. Billard, Inc.
10261 Matern Place
Santa Fe Springs, CA 90670-3708
310-944-8067
12255 Kirkham Road
Poway, CA 92064
619-679-1800
121 Industrial Parkway
Suite 108
Henderson, NV 89015
800-669-5438
605 S. Milliken Ave.
Suite E
Ontario, CA 91761
909-988-5400
<PAGE>
<PAGE>
<PAGE> 324
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Exchange Act Rule 14a-11(c) or 14a012
THE RAYMOND CORPORATION
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(Name of Registrant as Specified In Its Charter)
CATHY J. HAWKES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2).
/ / $500 per each part to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
2) Aggregate number of securities to which the transaction applies;
------------------------------------------------------------------------
3) Per unit or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
/ / Check box if any part of the fee is offset by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount previously paid:
-----------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.
-----------------------------------------------------------------------
3) Filing Party:
-----------------------------------------------------------------------
4) Date Filed:
-----------------------------------------------------------------------
- -------------------
Set forth the amount on which the filing fee is calculated and state how it was
determined.
<PAGE>
<PAGE> 325
THE RAYMOND CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
We hope you will attend the Annual Meeting of Shareholders of The
Raymond Corporation which will be held on Saturday, April 30, 1994 at
11:00 A.M., at the Greene Central High School, South Canal Street, Greene,
New York. After the meeting we invite you to be our guest for lunch at The
Raymond Corporation. Admittance to the luncheon will be through the
entrance in the south parking lot opposite the Product Tent. The south
parking is located between the factory and the Greene Central High School.
IF YOU ARE PLANNING TO ATTEND THE MEETING AND/OR THE LUNCHEON, PLEASE
INDICATE BELOW AND RETURN THIS CARD WITH YOUR PROXY.
/ / I am planning to attend the meeting.
/ / I am also planning to stay for the luncheon following the meeting.
Please make _________ reservations for me for lunch.
_________________________________________________________________________
SIGNATURE OF SHAREHOLDER
_________________________________________________________________________
ADDRESS
_________________________________________________________________________
(THIS IS NOT A PROXY)
<PAGE>
<PAGE> 326
THE RAYMOND CORPORATION
PROXY FOR ANNUAL MEETING
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints CHRISTIAN D. GIBSON, GEORGE G. RAYMOND, JR.
and PAUL J. STERNBERG, and any one of them, with power of substitution,
attorneys and proxies to represent the undersigned at the Annual Meeting
of Shareholders of THE RAYMOND CORPORATION to be held on Saturday April
30, 1994 at 11:00 A.M. in the Greene Central High School, South Canal
Street, Greene, New York, and at any adjournment or adjournments thereof,
with all power which the undersigned would possess if personally present,
and to vote all shares of stock which the undersigned may be entitled to
vote at said meeting.
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS,
JUST SIGN THE REVERSE SIDE; NO BOXES NEED TO BE CHECKED.
THE BOARD OF DIRECTORS RECOMMENDS VOTES FOR THE ELECTION OF DIRECTORS
AND FOR PROPOSAL (2):
(1) The election of Directors
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY
(except as withheld in the space to vote for all nominees
provided below) listed below
JAMES F. MATTHEWS, JOHN E. MOTT AND ARTHUR M. RICHARDSON
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE(S), WRITE THE
NAME OF THE NOMINEE(S) IN THE SPACE PROVIDED BELOW.)
(Continued and to be SIGNED on Reverse Side)
(2) FOR / / AGAINST / / ABSTAIN / / the appointment of Ernst & Young as
auditors for the year 1994.
(3) In accordance with their judgment upon such other matters as may
properly come before the meeting.
WHERE A VOTE IS NOT SPECIFIED, THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED FOR THE ELECTION OF DIRECTORS AND FOR PROPOSAL (2).
The undersigned acknowledges receipt with this Proxy of the Notice of
Annual Meeting and Proxy Statement dated March 30, 1994.
Dated:__________________________ , 1994
__________________________________________
(SIGNATURE OF SHAREHOLDER)
__________________________________________
(SIGNATURE OF SHAREHOLDER)
IMPORTANT: Please date this Proxy and sign
exactly as your name(s) appear hereon. In
signing as attorney, executor, administrator,
trustee or guardian, please give full
title as such, and, if signing for a
corporation, please give your title.
When shares are in the names of more than one
person, each should sign the Proxy.
<PAGE>
<PAGE> 327
The Raymond Corporation
P.O. Box 130
Greene, New York 13778-0130
----------
Notice of 1994 Annual Meeting
and
Proxy Statement
----------
L
O YOUR VOTE
IS IMPORTANT
Please sign and date
your proxy and promptly
G return it in the enclosed
envelope.
O
<PAGE>
<PAGE> 328
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held April 30, 1994
To the Shareholders:
Please Take Notice that the Annual Meeting of Shareholders of The Raymond
Corporation (the "Corporation") will be held on Saturday, April 30, 1994
at 11:00 A.M. local time, in the Greene Central High School, South Canal
Street, Greene, New York for the following purposes:
(1) To elect three (3) Directors to serve for terms of three (3)
years, and until their respective successors are elected and
qualified;
(2) To approve the appointment of auditors for the year 1994; and
(3) To transact such other business as may properly come before
the meeting.
The Board of Directors has fixed the close of business on March 11, 1994
as the record date for the determination of shareholders of the
Corporation entitled to notice of and to vote at the meeting, or any
adjournment or adjournments thereof, and only shareholders of record at
such time and date are entitled to notice of and to vote at the meeting.
By Order of the Board of Directors,
/s/ Paul J. Sternberg
- ---------------------------
Paul J. Sternberg
Secretary
March 30, 1994
In order to assure your representation at the meeting, please promptly
date, sign and mail the enclosed Proxy, which is being solicited on behalf
of the Board of Directors. A self-addressed return envelope, which
requires no postage if mailed in the United States, is enclosed for that
purpose.
<PAGE>
<PAGE> 329
Dear Shareholders,
You are cordially invited to attend the Annual Meeting of Shareholders
on Saturday, April 30, 1994 at 11:00 A.M. in the Greene Central High
School, South Canal Street, Greene, New York.
Mr. Christian D. Gibson, who joined the Company in 1943 and became a
director in 1956, has decided not to stand for reelection as a director
this year and will become Director Emeritus. We are grateful for his
dedicated service as a Board member and his many contributions as a
Raymond employee.
We are pleased that Mr. James F. Matthews, President of The Matco
Group, Incorporated, is a nominee for director for the first time.
Very truly yours,
/s/ George G. Raymond, Jr.
------------------------------
George G. Raymond, Jr.
Chairman of the Board
<PAGE>
<PAGE> 330
PROXY STATEMENT
To the Shareholders of The Raymond Corporation:
This Proxy Statement and the enclosed form of proxy will be mailed to
shareholders on or about March 30, 1994 in connection with the
solicitation of proxies by the Board of Directors of The Raymond
Corporation (the "Corporation"), a New York corporation, to be used at
the Annual Meeting of Shareholders to be held on Saturday, April 30, 1994
at 11:00 A.M. local time, in the Greene Central High School, South Canal
Street, Greene, New York for the purposes set forth in the foregoing
Notice of Annual Meeting of Shareholders. The Corporation's corporate
headquarters are located at South Canal Street, P. O. Box 130, Greene, New
York, 13778-0130.
The form of proxy enclosed may be revoked at any time before it is
voted by filing with the Secretary a written revocation or a proxy bearing
a later date, or by attending and voting at the meeting. If a shareholder
specifies on an effective proxy how it is to be voted on any of the
business to come before the meeting, it will be voted in accordance with
such specifications. If no specification is made on an effective proxy, it
will be voted by the persons named as proxy holders:
FOR the election as directors of the Corporation of the three nominees
for director for three-year terms, as listed under the caption "Election
of Directors", and
FOR the approval of the selection by the Board of Directors of Ernst &
Young as auditors for the Corporation for the 1994 fiscal year.
In the event other business is brought before the meeting, the
enclosed proxy gives discretionary authority to the persons named therein
to vote the shares represented by an effective proxy in accordance with
their judgment.
The election of directors will require the affirmative vote of a
plurality of the votes cast, in person or by proxy, at the meeting.
Abstentions and broker non-votes will not be counted as affirmative votes
at the meeting.
At the close of business on March 11, 1994, the record date for the
determination of shareholders entitled to vote at the meeting, there were
outstanding and entitled to vote 6,028,391 shares of the Corporation's
common stock, each of which entitles the holder to one vote.
<PAGE>
<PAGE> 331
Security Ownership of Management
The following table sets forth, as of March 11, 1994, the number of
shares of the Corporation's Common Stock beneficially owned by each of its
directors and nominees for director, each executive officer named in the
Summary Compensation Table, and all directors and officers as a group,
based upon information obtained from such persons:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
Amount and Nature of Beneficial Ownership
---------------------------------------------------
Sole Voting Options
and Exercisable Other Percent
Name of Individual Investment Within Beneficial of
or Group Power 60 days Ownership Class
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ross K. Colquhoun .......................... 116,584 86,077 -0- 3.2%
Christian D. Gibson ........................ 32,802 6,640 37,980(2) 1.2%
James F. Matthews .......................... -0- -0- -0- *
John E. Mott ............................... 1,728 4,180 -0- *
Michael R. Porter .......................... 1,200 5,225 -0- *
George G. Raymond, Jr....................... 584,170 -0- 160,557(3) 15.9%
263,229(4)
Arthur M. Richardson ....................... 300 6,640 -0- *
Dr. M. Richard Rose ........................ 5,994 6,640 -0- *
Daniel F. Senecal .......................... 1,400 6,640 37,980(2) *
Robert L. Tarnow ........................... 4,500 6,640 -0- *
Lee J. Wolf ................................ 1,613 5,113 1,527(1) 3.3%
37,980(2)
160,557(3)
James W. Davis ............................. 3,000 28,550 604(5) *
Jerome R. Dinn ............................. 3,763 5,800 -0- *
Margaret L. Gallagher ...................... 10,301 26,850 -0- *
William B. Lynn ............................ -0- 30,436 9,382(1) 1.2%
37,980(2)
All officers and directors as a group (19
persons).................................. 768,180 258,681 474,420 23.6%
- ------------------------------------------------------------------------------------------------------
</TABLE>
* Indicates less than one percent ownership.
(1) Shares held jointly with spouse.
(2) Shares held in the Corporation's Profit Sharing Plans of which Messrs.
Gibson, Senecal, Wolf and Lynn are trustees.
(3) Shares held by the Raymond Foundation, of which Messrs. Raymond and
Wolf are trustees.
(4) Shares held in family trusts; Mr. Raymond is co-trustee.
(5) Shares held in The Raymond Corporation Savings Plan as of 12/31/93.
<PAGE>
<PAGE> 332
Security Ownership of Certain Beneficial Owners
Based on filings with the Securities and Exchange Commission the
following persons and institutions are known by the Corporation to
beneficially own more than five percent of the outstanding shares of
Common Stock of the Corporation:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Name and Address of Shares Beneficially % of
Title of Class Beneficial Owner Owned(1) Class
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock.................. The Huntington Trust Company, N. A. 1,120,760(2) 18.6%
41 South High Street, Suite 3400
Columbus, Ohio 43287
- -------------------------------------------------------------------------------------------------------------------
Common Stock.................. George G. Raymond, Jr. 1,007,956(3) 16.7%
Chairman of the Board
The Raymond Corporation
Greene, New York 13778-0130
- -------------------------------------------------------------------------------------------------------------------
Common Stock.................. FMR Corp. 765,700(4) 12.7%
82 Devonshire Street
Boston, Massachusetts 02109
- -------------------------------------------------------------------------------------------------------------------
Common Stock.................. Madeleine R. Young 507,204(5) 8.4%
401 E. Linton Boulevard
Apartment 629
DelRay Beach, Florida 33483
- -------------------------------------------------------------------------------------------------------------------
Common Stock.................. Pioneering Management Corporation 336,050(6) 5.6%
60 State Street
Boston, Massachusetts 02114
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Shareholder has sole voting and sole dispositive power unless
otherwise indicated.
(2) The Huntington Trust Company, N.A.("Huntington") reports sole voting
power over 153,528 shares and no shared voting power; shared dispositive
power over 1,120,760 shares. Huntington is the bank depository for various
Raymond family-owned shares.
(3) Includes 160,557 shares held by the Raymond Foundation, of which Mr.
Raymond is a trustee. Includes 250,947 shares in family trusts of which
Mr. Raymond, Madeleine R. Young and The Huntington Trust Company of
Florida, N.A. are co-trustees and 12,282 shares in a family trust of which
Mr. Raymond and Marine Midland Bank, N. A. are co-trustees. Mr. Raymond
has shared voting and dispositive power over 423,786 shares.
(4) FMR Corp. reports sole voting power over 534,300 shares and no shared
voting power.
(5) Includes 160,557 shares held by the Raymond Foundation, of which Mrs.
Young is a trustee. Includes 250,947 shares in family trusts of which The
Huntington Trust Company of Florida, N.A., Mrs. Young and George G.
Raymond, Jr. are co-trustees. Mrs. Young reports shared voting and shared
dispositive power over 411,504 shares.
(6) Pioneering Management Corporation reports shared dispositive power
over 336,050 shares.
<PAGE>
<PAGE> 333
Election of Directors
The Board of Directors is currently composed of 10 directors. The
Board is divided into three classes as nearly equal in number as possible.
At each Annual Meeting, directors constituting one class are nominated for
election.
Three (3) directors of the Corporation are to be elected at this
meeting to serve for terms of three (3) years, and until their respective
successors are elected and qualified.
The shares represented by the enclosed proxy will be voted for the
election of James F. Matthews, John E. Mott and Arthur M. Richardson
unless authority to vote the shares for the election of directors is
withheld. The Board of Directors believes that all nominees will be
available and able to serve as directors. If for any reason any nominee
becomes unavailable prior to the Annual Meeting to serve, it is expected
that either (a) that the persons named in the proxy will vote for another
nominee or nominees to be selected by the Board of Directors, or (b) that
the number of directors will be reduced accordingly.
The following table contains certain information as of March 11, 1994,
with respect to the persons who have been nominated to serve three-year
terms as directors and for the Corporation's other directors who are
currently serving terms expiring in 1995 and 1996.
Information Concerning Nominees for Election as
Directors and Other Directors of The Raymond Corporation
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
Name, Served Expiration
Business as a of
Experience & Director Present
Directorships Age Since Term
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Nominees (3)
- ----------------------------------------------------------------------------------------------------------
James F. Matthews, President 59
of The Matco Group, Incorporated,
PHOTO a diversified holding company;
Director, Brandt Technologies, Inc.
- ----------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<PAGE> 334
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
Name, Served Expiration
Business as a of
Experience & Director Present
Directorships Age Since Term
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
John E. Mott, Secretary- 69 1974 1994
Raymond Industrial Equipment,
Limited; formerly Chairman of
PHOTO the Board, Raymond Industrial
Equipment, Limited; formerly
Vice President-International
Operations of the Corporation.
- ----------------------------------------------------------------------------------------------------------
Arthur M. Richardson, President, 67 1984 1994
Richardson Capital Corporation;
formerly Chairman of the Board,
Security Norstar Bank; Director,
PHOTO Goulds Pumps, Inc.; Director,
Rochester Gas and Electric Corporation; Director,
Transmation Corp.;
Trustee, University of Rochester.
- ----------------------------------------------------------------------------------------------------------
Other Directors (7)
- ----------------------------------------------------------------------------------------------------------
Ross K. Colquhoun, President 63 1984 1995
and Chief Executive Officer of
the Corporation; Chairman,
G.N. Johnston Equipment Co. Ltd.;
PHOTO Chairman, Associated Material
Handling Industries, Inc.; formerly
President, G.N. Johnston Equipment
Co. Ltd.; President, Industrial Truck
Association.
- ----------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<PAGE> 335
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
Name, Served Expiration
Business as a of
Experience & Director Present
Directorships Age Since Term
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Michael R. Porter, President, 47 1989 1996
Nexus Corporation, greenhouse
manufacturer; formerly
President of Phiji Group, Inc.,
investment company; formerly
PHOTO President and General Manager,
Diversified Transmission Products,
Borg Warner Automotive Inc.;
formerly Vice President and General
Manager, Borg Warner Automotive
Transmission and Engine Components.
- ----------------------------------------------------------------------------------------------------------
George G. Raymond, Jr., Chairman 72 1946 1996
of the Board of the Corporation;
Lifetime Trustee, Alfred University.
PHOTO
- ----------------------------------------------------------------------------------------------------------
Dr. M. Richard Rose, Former 61 1979 1996
President, Rochester Institute of
Technology; Director, Rochester Gas
PHOTO and Electric Corporation; Director,
Baldwin Technology Company, Inc.;
Director, Webcraft Technologies, Inc.;
Trustee, Roberts Wesleyan College.
- ----------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<PAGE> 336
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
Name, Served Expiration
Business as a of
Experience & Director Present
Directorships Age Since Term
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Daniel F. Senecal, President 50 1988 1995
and Chief Executive Officer,
Werres Corporation.
PHOTO
- ----------------------------------------------------------------------------------------------------------
Robert L. Tarnow, Chairman of 69 1982 1995
the Board, Goulds Pumps, Inc.;
Director, Utica Mutual Insurance
Company; Director, Bausch and
PHOTO Lomb, Inc.; Director, Graham Corp.;
Trustee, Rochester Institute of
Technology.
- ----------------------------------------------------------------------------------------------------------
Lee J. Wolf, Consultant to the 78 1973 1995
Corporation; formerly Senior Vice
President-Finance and Treasurer
of the Corporation, and formerly
PHOTO President, Raymond Leasing
Corporation; Director Emeritus,
Endicott Trust Company.
- ----------------------------------------------------------------------------------------------------------
</TABLE>
Unless otherwise indicated, the principal occupations of all the
directors have been set forth for five years or more, except that certain
of the directors have served their present employers in other executive
capacities during such period. Mr. Raymond may be considered, because of
his stock ownership, a "control person" of the Corporation.
<PAGE>
<PAGE> 337
Compliance with Section 16(a) of the Exchange Act
To the Corporation's knowledge, based solely on review of the copies
of such reports furnished to the Corporation and written representations
that no other reports were required during the 1993 fiscal year ended
December 31, 1993 , all Section 16(a) filing requirements applicable to
its officers, directors and greater than ten percent beneficial owners
were complied with.
Information Concerning The Organization and Compensation of the Board of
Directors
During 1993 there were 5 meetings of the Board of Directors of the
Corporation. Committees of the Board include the Executive, Finance, Human
Resource, Executive Compensation, Audit and Pension Plan Review
Committees. There is no nominating committee. The nominating function is
fulfilled by the Human Resource Committee.
The Executive Committee presently has four members: Messrs. Colquhoun,
Raymond, Richardson and Rose. The function of this committee is to act in
place of the Board between Board Meetings in the event a matter requires
immediate attention. This committee held two meetings in 1993.
The Finance Committee presently has four members: Messrs. Richardson,
Porter, Raymond and Wolf. The function of this committee is to review
capital requirements and make recommendations to the Board of Directors
with respect thereto. This committee held two meetings in 1993.
The Human Resource Committee presently has four members: Messrs. Rose,
Raymond, Richardson and Tarnow. The Committee has the responsibility of
reviewing management practices and matters of employee relations, training
programs and affirmative action. The Human Resource Committee held four
meetings in 1993.
The Executive Compensation Committee presently has three members:
Messrs. Rose, Richardson and Tarnow. The Executive Compensation Committee
reviews the Corporation's compensation philosophy and programs, sets
compensation for the Chief Executive Officer and authorizes executive
compensation to officers. It also is responsible for the administration of
the Corporation's Stock Option Plan. The Executive Compensation Committee
held three meetings in 1993.
The Audit Committee presently has four members: Messrs. Mott, Porter,
Richardson and Tarnow, none of whom are employees of the Corporation. The
functions of the Audit Committee are to receive and review the audits of
the Corporation's books by outside independent auditors, to monitor the
internal audit function, to consider matters of accounting policy and to
investigate and make a recommendation to the Board of Directors each year
with respect to the appointment of independent auditors for the following
year. This committee held two meetings in 1993.
The Pension Plan Review Committee presently has five members: Messrs.
Gibson, Mott, Porter, Senecal and Wolf. This Committee reviews the Pension
Plan of the Corporation and makes recommendations to the Board with
respect thereto. This committee held two meetings in 1993.
<PAGE>
<PAGE> 338
Pursuant to the Bylaws of the Corporation, Mr. Colquhoun is an ex
officio member of all committees of the Board except for the Audit
Committee and the Executive Compensation Committee.
During 1993, all incumbent directors attended 100 percent of the Board
Meetings and meetings of committees on which they served.
Director Compensation
Directors who are not employees of the Corporation receive or are
credited with the following fees: annual retainer, $12,000 per year; $800
for each Board meeting attended and $800 for each committee meeting
attended with a maximum of one paid committee meeting fee per day.
Christian D. Gibson and Lee J. Wolf are consultants to the
Corporation. With many years of combined service to the Corporation as
past employees and presently as directors, their expertise and knowledge
are highly regarded. Mr. Gibson and Mr. Wolf are each paid a yearly
consulting fee of $6,000. The Corporation considers the terms of Mr.
Gibson's and Mr. Wolf's consulting agreements to be reasonable and to
contain terms substantially similar to those the Corporation would have
effected with unrelated parties. The consulting agreements expire December
31, 1994.
Members of the Board of Directors participate in the Corporation's
Stock Option Plan. The Plan provides each of the outside directors with
automatic annual grants to purchase for up to ten years that number of
shares of the Corporation's common stock equal to the average compensation
paid to the non-employee directors divided by the fair market value per
share on the date of the grant.
Non-employee directors also may participate in the Corporation's
Deferred Compensation Plan for Exempt Employees, which permits deferral of
compensation and provides for interest at the prime rate on the amounts
deferred. In 1993, Mr. Wolf participated in the Plan.
<PAGE>
<PAGE> 339
EXECUTIVE COMPENSATION COMMITTEE REPORT
ON
EXECUTIVE COMPENSATION
The Executive Compensation Committee is comprised of independent
outside directors, Dr. M. Richard Rose, Chairman, Arthur M. Richardson and
Mr. Robert L. Tarnow. The Committee establishes compensation policies and
the compensation paid to the CEO and Executive Officers of the
Corporation. The policies are designed to provide competitive and fair
levels of compensation that integrate pay with the Corporation's annual
and long-term performance goals, reward above average corporate
performance, recognize individual and group initiatives and achievements,
and assist the Corporation in attracting and retaining qualified
executives.
The compensation policies are designed to facilitate the Corporation's
business goals of providing customers with quality products and services
and shareholders and investors with a reasonable return on their
investment. These policies include:
An emphasis on variable and at risk compensation that is dependent
upon the level of success in meeting specified individual and group goals.
A significant amount of pay for senior executives in the form of
long-term and at risk pay to focus attention on the long-term value of
shareholder investment, and the balancing of short-term and long-term
business goals.
A component encouraging executives to become shareholders of the
Corporation and in turn to promote identification with Corporation and
shareholder interests.
A total compensation program that reflects current market practices
that will attract and retain a stable, successful management team.
The key elements of the Corporation's executive compensation are base
salary, annual cash incentives and long-term incentives in the form of
stock options. Each is addressed separately below. The compensation
program is reviewed annually by the Executive Compensation Committee and
compared with other North American manufacturing companies of comparable
sales volume, employment levels and product and service offerings, as well
as with a broader group of the Standard & Poor's 500 companies.
Base Salaries
The Compensation Committee annually reviews each executive's base
salary. Base salaries are targeted at the average for comparable North
American manufacturing companies. Base salaries for executives are
initially determined by evaluating the executive's level of
responsibility, prior experience, breadth of knowledge, abilities,
internal equity issues and external pay practices. Increases to base
salaries are influenced by individual performance, market trends and the
Corporation's financial position.
<PAGE>
<PAGE> 340
The base salary for the Corporation's President & Chief Executive
Officer, Ross K. Colquhoun, was reviewed in March of 1993 by the Executive
Compensation Committee. In view of the Corporation's steady progress in
meeting its business goals, a base salary increase of five percent for Mr.
Colquhoun was authorized effective July 1993, which coincided with an all
Corporation wage review. The Committee concluded Mr. Colquhoun has
directly influenced the Corporation's steady and positive financial growth
as well as the increased presence of Raymond products in domestic and
international markets.
Annual Incentives
The annual incentive plan promotes the Corporation's pay for
performance philosophy by providing executives with direct financial
incentives in the form of annual cash bonuses. Annual bonus awards allow
the Corporation to communicate specific goals of primary importance during
the coming year and motivate executives to achieve these goals.
The plan established by the Executive Compensation Committee in
December 1992 for 1993, was based on a formula which relates pretax
profits to the Corporation's net worth. The Executive Compensation
Committee believes that a bonus based on these factors aligns the
President & CEO's reward directly to shareholder investment value. A bonus
of $100,935 was awarded to the President & CEO per the formula.
An additional bonus of $57,260 was awarded by the Executive
Compensation Committee to Mr. Colquhoun in 1993 based on his outstanding
performance in leading the Corporation, and the Corporation's achievement
of its financial goals.
Long Term Incentives
Long term incentives are provided pursuant to The Raymond Corporation
Stock Option Plan.
Stock options are a component of the compensation plan which are
expected to provide executives with long term incentives and ones which
are competitive within the labor market while being reflective of prior
performance. This compensation element encourages executives to focus on
the creation of shareholder long-term investment value and promotes equity
ownership in the Corporation.
In accordance with the plan, Mr. Colquhoun was awarded 21,350
non-qualified options at a value of $16.88 per share in 1993 for his
performance. Additionally, Mr. Colquhoun received income from the exercise
of options granted prior to 1993.
Summary
The Executive Compensation Committee believes that the compensation
program for the President & CEO and corporate executives is appropriate
given the Corporation's superior performance in 1993 and in consideration
of compensation programs offered by comparable companies. The Executive
Compensation Committee believes the annual performance pay is
appropriately linked to individual performance, annual financial
performance of the Corporation and shareholder value.
Dr. M. Richard Rose, Chairman
Arthur M. Richardson
Robert L. Tarnow
<PAGE>
<PAGE> 341
Executive Compensation
The following table sets forth information with respect to the Chief
Executive Officer and the four most highly compensated executive officers
of the Corporation.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
Annual Compensation Long Term Comp-
ensation Awards
--------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (g) (i)
Name and
Principal Other Annual Securities Underlying All Other
Position Year Salary($) Bonus($) Compensation($) Options/SARS (#) Compensation($)
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ross K. Colquhoun 1993 305,257 158,195 0 21,350 10,853(1)(2)
President
& CEO 1992 295,249 71,390 0 28,600 9,013(1)
1991 281,762 54,534 0 36,850 8,399(1)
--------------------------------------------------------------------------------------------------------------------------
William B. Lynn 1993 132,789 68,042 0 8,200 2,395(1)(2)
Executive
Vice President 1992 131,830 35,695 0 10,550 1,579(1)
1991 130,203 0 0 11,660 1,270(1)
--------------------------------------------------------------------------------------------------------------------------
Jerome R. Dinn 1993 119,469 52,028 0 5,800 2,528(1)(2)
Vice President-
Sales & Quality 1992 111,214 35,695 0 8,700 1,619(1)
1991 107,206 0 38,143(3) 4,300 1,209(1)
--------------------------------------------------------------------------------------------------------------------------
Margaret L. 1993 114,165 52,028 0 6,700 1,882(1)(2)
Gallagher
Vice President- 1992 109,508 35,695 0 6,500 1,286(1)
Marketing
1991 108,667 0 0 7,150 1,225(1)
--------------------------------------------------------------------------------------------------------------------------
James W. Davis 1993 108,430 52,028 0 6,350 2,423(1)(2)
Vice President-
Engineering 1992 104,202 35,695 0 10,200 1,187(1)
1991 101,999 0 0 11,000 1,004(1)
</TABLE>
(1) Insurance premiums paid for benefit of named executive.
(2) Includes profit sharing amounts of $1,517 to Mr. Colquhoun, $685 to
Mr. Lynn, $602 to Mr. Dinn, $561 to Ms. Gallagher and $1,022 to Mr.
Davis.
(3) Sales Commissions.
<PAGE>
<PAGE> 342
Performance Graph
The following performance graph compares the performance of the
Corporation's Common Stock for the last five fiscal years to the Standard
& Poor's 500 Index and the Value Line Machinery Peer Group, which consists
of 33 companies.
GRAPH SUBMITTED VIA FORM SE
Employment and Change in Control Agreements
At the 1988 Annual Meeting, shareholders ratified an employment
agreement entered into by the Corporation with Ross K. Colquhoun, (the
"Employment Agreement"), the President and Chief Executive Officer of
the Corporation. Pursuant to the Employment Agreement, in addition to
being entitled to participate in benefits generally available to executive
officers, after Mr. Colquhoun's retirement at age 65 he will be entitled
to receive during his lifetime, a supplemental annual pension payment of
40% of his then most recent base salary or may elect to receive an
equivalent total benefit with actuarially reduced payments payable during
his lifetime and that of his surviving spouse. The Corporation has
purchased a whole life insurance policy with rights of conversion to an
annuity contract to fund such benefits at age 65. If Mr. Colquhoun retires
after age 62 but before age 65 with the approval of the Board of
Directors, he will be entitled to a supplemental pension benefit in an
amount equivalent to the annuity which can be provided under said policy
at the date of retirement.
The Employment Agreement is terminable by either party at any time. If
Mr. Colquhoun resigns prior to a change in control, other than because of
a material breach of the Employment Agreement by the Corporation, or if he
is terminated by the Corporation for cause, or as a result of death or
permanent disability, he will not be entitled to further compensation. If
(other than following a change in control) Mr. Colquhoun resigns as a
result of a material breach of the Employment Agreement or is terminated
<PAGE>
<PAGE> 343
without cause, he will be entitled to receive his current salary and
benefits for one year. Such amounts and benefits will be reduced by
compensation or benefits received by Mr. Colquhoun from other employment,
but he will receive at least six monthly payments of salary. "Cause" is
defined as a material misappropriation of funds or property, unreasonable
and persistent neglect of or refusal to perform his duties, or conviction
of a felony.
If Mr. Colquhoun's employment is terminated after a change in control
by the Corporation, without cause, or by Mr. Colquhoun within twenty-four
months after a change in control (other than when he is over age 65), Mr.
Colquhoun or his estate will be entitled to receive an amount payable in
36 monthly installments equal to 2.99 times his average compensation for
the five years preceding the change in control subject to limitations on
excess parachute payments in the Internal Revenue Code. In addition, the
Corporation will continue his insurance benefits for three years and will
purchase an annuity contract to fund his supplemental pension benefit as
though he had retired at age 65.
The Corporation has Executive Agreements with James W. Davis, Jerome
R. Dinn, Margaret L. Gallagher and William B. Lynn. The agreements
provide, in the event of a change in control of the Corporation, for the
continuation of employment of the executive for a period of three years at
salary and benefit levels not less than that which existed immediately
prior to the change in control. In the event of termination of employment
without cause during this three-year period, the executive's salary and
benefits continue for the remainder of the three-year period, reduced by
salary and benefits earned in subsequent employment.
<PAGE>
<PAGE> 344
The following table shows, as to the Chief Executive Officer and the
four most highly compensated executive officers of the Corporation,
information about option grants in the last fiscal year under the
Corporation's Stock Option Plan.
OPTION/SAR GRANTS IN THE LAST FISCAL YEAR
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Potential Realizable Value At
Assumed Annual Rates of
Stock Price Appreciation
Individual Grants For Option Term
- ---------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g)
Number of
Securities
Underlying Percent of
Options/ Total Options/SARs Exercise
SARs Granted to or Base
Granted Employees in Price Expiration
Name (#) Fiscal 1993 ($/SH) Date 5%($)(1) 10%($)(1)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ross K. Colquhoun 21,350(2) 31.2% $16.88 3/04/03 $226,737 $574,529
- ---------------------------------------------------------------------------------------------------------------------------------
William B. Lynn............... 8,200(2) 12.0 16.88 3/04/03 87,084 220,662
- ---------------------------------------------------------------------------------------------------------------------------------
Jerome R. Dinn................ 5,800(2) 8.5 16.88 3/04/03 61,596 156,078
- ---------------------------------------------------------------------------------------------------------------------------------
Margaret L. Gallagher......... 6,700(2) 9.8 16.88 3/04/03 71,154 180,297
- ---------------------------------------------------------------------------------------------------------------------------------
James W. Davis................ 6,350(2) 9.3 16.88 3/04/03 67,437 170,879
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The assumed annual rates of appreciation of five and ten percent would
result in the price of the Corporation's common stock increasing to
$27.50 and $43.79, respectively, from the $16.88 market price on the
date of grants. Over the last 10 years, the market price of the
Corporation's stock has increased at a compounded annual rate of 2.1%.
(2) Stock options granted on March 5, 1993 under the Corporation's Stock
Option Plan. Options became fully exercisable on March 5, 1994.
<PAGE>
<PAGE> 345
The following table shows aggregate option exercises in the last
fiscal year and fiscal year-end option values for the Chief Executive
Officer and the four most highly compensated executive officers.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Number of Securities Underlying Value of Unexercised
Number of Unexercised Options/SARs at In-The-Money
Securities December 31, 1993 Options/SARs
Underlying (Shares) At December 31, 1993 (1)
Options/SARs Value ------------------------------------------------------------
Name Exercised(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ross K. Colquhoun 60,173 $407,258 64,727 21,350 $364,455 $ -0-
- ---------------------------------------------------------------------------------------------------------------------------------
William B. Lynn 23,724 179,115 22,236 8,200 15,831 -0-
- ---------------------------------------------------------------------------------------------------------------------------------
Jerome R. Dinn 13,000 119,369 -0- 5,800 -0- -0-
- ---------------------------------------------------------------------------------------------------------------------------------
Margaret L. Gallagher 10,500 46,563 20,150 6,700 134,672 -0-
- ---------------------------------------------------------------------------------------------------------------------------------
James W. Davis -0- -0- 22,200 6,350 150,963 -0-
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Computed based upon the difference between aggregate fair market value
on December 31, 1993 and aggregate exercise price.
Pension Plans
The Corporation has trusteed non-contributory defined benefit pension
plans. All present U. S. employees over age 21 who have one or more years
of service and who became employees prior to age 60 and Canadian employees
with more than three months of service are eligible under these plans. A
total of 1,158 employees participated in 1993.
<PAGE>
<PAGE> 346
Estimated annual pensions at age 65, the assumed normal retirement
age, for representative years of benefit service are as follows:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
Highest
Consecutive
Three Year Average Years of Credited Service (2)
----------------------------------------------------
Remuneration (1) 15 20 25 30 35
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$100,000 $ 9,941 $13,255 $16,569 $ 19,883 $ 23,197
200,000 19,883 26,510 33,138 39,766 46,393
300,000 29,824 39,766 49,707 59,648 69,590
400,000 39,766 53,021 66,276 79,531 92,786
500,000 49,707 66,276 82,845 99,414 115,983
600,000 59,648 79,531 99,414 119,297 139,180
- ------------------------------------------------------------------------------
</TABLE>
(1) The average annual earnings (salary and bonus) shown in the Summary
Compensation Table for Messrs. Colquhoun, Lynn, Dinn, Ms. Gallagher
and Mr. Davis approximates covered compensation under the plan.
(2) The years of credited service for individuals listed in the Summary
Compensation Table are 6 years for Mr. Colquhoun; 19 years for Mr.
Lynn; 4 years for Mr. Dinn, 17 years for Ms. Gallagher, and 5 years
for Mr. Davis.
Pension benefits are computed on a straight life annuity basis for
representative years of benefit service and are not subject to any
deduction for Social Security or other offset amounts.
<PAGE>
<PAGE> 347
Certain Relationships and Related Transactions
Ross K. Colquhoun, the President and Chief Executive Officer of the
Corporation, is Chairman of the Board of G.N. Johnston Co. Ltd.
("Johnston") and of Associated Material Handling Industries, Inc.
("Associated"), both dealers of the Corporation's products. Mr.
Colquhoun also owns, indirectly through a wholly-owned corporation, 26
percent of the outstanding stock of each of these companies. The
Corporation owns 45 percent of the outstanding stock of Johnston and 47
percent of the outstanding stock of Associated. The remainder is owned by
executives of these companies. Prior to becoming the Corporation's
President and Chief Executive Officer in 1987, Mr. Colquhoun was President
of Johnston, the exclusive dealer of the Corporation's products in Canada.
The Corporation's sales to Johnston and Associated, which aggregated
$35,291,000 in 1993, were made in the ordinary course of business and on
the Corporation's standard terms for dealers.
Pursuant to the terms of his employment agreement, Mr. Colquhoun had a
loan from the Corporation which outstanding balance of $200,000 plus
interest was repaid in its entirety on March 22, 1993.
Pursuant to the terms of his employment agreement, George G. Raymond,
Jr. has an interest free loan from the Corporation of $150,252, which was
the balance outstanding at March 11, 1994 and which also was the maximum
outstanding in 1993.
The Corporation, through a wholly-owned Canadian subsidiary, has made
advances to Johnston at variable interest rates. Advances were made with
funds earned in Canada by the Corporation. The balance at December 31,
1993, which also was the maximum amount outstanding in 1993, was
$1,578,000.
Pursuant to agreements among the Corporation and the shareholders of
Johnston and Associated, respectively, the Corporation is obligated to
purchase for adjusted book value, as defined in the agreements entered
into in 1968 and 1980, the shares of the other shareholders, including Mr.
Colquhoun, when they cease to be officers, directors or employees of
Johnston or Associated.
Daniel F. Senecal, a director of the Corporation, is the President,
Chief Executive Officer, Director and 36 percent shareholder of Werres
Corporation, a dealer of the Corporation's products. The Corporation's
sales to Werres Corporation, which aggregated $4,765,000 in 1993, were
made in the ordinary course of business and on the Corporation's standard
terms for dealers. In addition, the Corporation paid Werres Corporation
<PAGE>
<PAGE> 348
$640,000 in 1993 for agency and service fees with respect to sales and
deliveries by the Corporation to certain customers.
Pursuant to a Shareholder Agreement effective October 1, 1987 among
Stephen S. Raymond, Raymond Sales Corporation and Raymond Handling
Concepts Corporation, which is a Raymond dealership in California
("RHC"), in 1990, Stephen S. Raymond exercised an option and purchased a
26 percent interest in RHC for the sum of $266,235. Stephen S. Raymond is
the son of George G. Raymond, Jr., Chairman of the Board of the
Corporation.
The Corporation maintains officers' and directors' indemnification
insurance with Chubb Group (Federal Insurance Company), which it renewed
in 1993 at an annual premium expense of $55,000.
PROPOSAL TO APPROVE APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors recommends shareholder approval of the Board's
action in appointing Ernst & Young as independent auditors of the
Corporation and its subsidiaries for the year 1994. Ernst & Young,
formerly known as Ernst & Whinney, has served as auditors for the
Corporation for 16 years, and based upon a review by the Audit Committee
of the Board of Directors of Ernst & Young's performance and fees, the
Audit Committee recommended to the Board of Directors their retention for
1994. Accordingly, the following resolution will be offered at the
Meeting:
"RESOLVED, that the appointment by the Board of Directors of The
Raymond Corporation of Ernst & Young as auditors of the Corporation
and its subsidiary companies for the fiscal year ending December 31,
1994, is hereby approved."
Representatives of the firm of Ernst & Young will be present at the
Annual Meeting. They will have an opportunity to make a statement if they
so desire and will be available to respond to appropriate questions.
ANNUAL REPORT
The Annual Report of the Corporation, including audited financial
statements for the year 1993, accompanies this Proxy Statement or has been
previously mailed to shareholders.
OTHER MATTERS
The Board of Directors knows of no other matters to be presented at
the Meeting. If other matters properly come before the Meeting the persons
named in the enclosed proxy will have discretionary authority to vote such
proxy in accordance with their best judgment on such matters.
<PAGE>
<PAGE> 349
SHAREHOLDER PROPOSALS FOR 1995 ANNUAL MEETING OF SHAREHOLDERS
In order for shareholder proposals for the 1995 Annual Meeting of
Shareholders to be eligible for inclusion in the Corporation's Proxy
Statement, they must be received by the Corporation at its principal
office (South Canal Street, Greene, New York, 13778) prior to November 29,
1994.
COST OF SOLICITATION
This solicitation is made on behalf of the Board of Directors of the
Corporation. The cost of solicitation of proxies in the accompanying form
will be paid by the Corporation. The Corporation will also, pursuant to
regulations of the Securities and Exchange Commission, make arrangements
with brokerage houses and other custodians, nominees and fiduciaries to
send proxies and proxy materials to their principals and will reimburse
them for their reasonable expenses in so doing. In addition to
solicitation by use of the mails, certain directors, officers and
employees of the Corporation may solicit the return of proxies by
telephone, telegram, or personal interviews. The Corporation has retained
Morrow & Co., Inc., New York, New York, to assist in the solicitation of
proxies and will pay approximately $3,500 in fees for the solicitation of
proxies to such firm, plus reimbursement of expenses.
By Order of the Board of Directors
/s/ Paul J. Sternberg
------------------------------
Paul J. Sternberg
Secretary
Greene, New York
March 30, 1994
<PAGE>
