<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 29, 1995
To the Shareholders:
Please Take Notice that the Annual Meeting of Shareholders of The Raymond
Corporation (the "Corporation") will be held on Saturday, April 29, 1995 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 four (4) Directors to serve for terms of three (3) years,
and until their respective successors are elected and qualified;
(2) To approve The Raymond Corporation Stock Option Plan (1995) adopted
by the Board of Directors of the Corporation on March 4, 1995;
(3) To approve the appointment of auditors for the year 1995; and
(4) To transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on March 10, 1995 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,
Paul J. Sternberg
Secretary
March 29, 1995
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>
Dear Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders on
Saturday, April 29, 1995 at 11:00 A.M. in the Greene Central High School,
South Canal Street, Greene, New York.
Messrs. Senecal and Tarnow will not be standing for reelection this year.
We are very grateful for their years of dedicated service and numerous
contributions as Board members of The Raymond Corporation.
We are pleased to announce that Mr. John V. Sponyoe, appointed to the
Board of Directors on March 4, 1995, and Mr. Michael O. Womack are nominated
for election as directors for the first time.
Very truly yours,
George G. Raymond, Jr.
Chairman of the Board
<PAGE>
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 29, 1995, in connection with a 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 29, 1995 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, Greene, New York, 13778.
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 four nominees for
director for three year terms, as listed under the caption "Nominees for
Election as Directors",
FOR the approval of The Raymond Corporation Stock Option Plan (1995) as
set forth in Exhibit A to this Proxy Statement, and
FOR the approval of the selection by the Board of Directors of Ernst &
Young LLP as auditors for the Corporation for the 1995 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.
Other than the election of directors, which requires a plurality of the
votes cast, each matter to be submitted to the shareholders requires the
affirmative vote of a majority of the votes cast at the Annual Meeting. For
purposes of determining the number of votes cast with respect to a particular
matter, only those votes cast "For" and "Against" are included. Abstentions
and broker non-votes are counted only for purposes of determining whether a
quorum is present at the meeting.
At the close of business on March 10, 1995, the record date for the
determination of shareholders entitled to vote at the meeting, there were
outstanding and entitled to vote 6,343,487 shares of the Corporation's Common
Stock. Each share of Common Stock entitles the holder to one vote.
2
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of March 10, 1995, 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 ....................... 122,410 113,061 -0- 3.5%
James F. Matthews ....................... -0- 1,063 5,000(1) *
John E. Mott ............................ 1,813 6,549 -0- *
Michael R. Porter ....................... 1,260 6,549 -0- *
George G. Raymond, Jr. .................. 580,378 -0- 160,557(4) 14.9%
261,062(5)
Arthur M. Richardson .................... 315 8,035 -0- *
39,878(3)
Dr. M. Richard Rose ..................... 6,294 8,035 -0- *
Daniel F. Senecal ....................... 1,470 8,035 39,878(3)
John V. Sponyoe ......................... -0- -0- -0- *
Robert L. Tarnow ........................ 4,725 8,035 -0- *
Lee J. Wolf ............................. 1,693 6,432 1,603(1) 3.1%
39,878(3)
160,557(4)
Michael O. Womack ....................... -0- -0- -0- *
Jerome R. Dinn .......................... 3,951 10,605 -0- *
Margaret L. Gallagher ................... 10,816 35,176 -0- *
William B. Lynn ......................... -0- 35,950 10,166(1) 1.3%
612(2)
39,878(3)
James J. Malvaso ........................ 365 5,565 -0- *
All officers and directors as a group (21
persons) ............................... 745,538 320,817 481,992 23.0%
</TABLE>
________________________________________________________________________________
* Indicates less than one percent ownership.
(1) Shares held jointly with spouse.
(2) Shares held in trust for son.
(3) Shares held in the Corporation's Profit Sharing Plans, of which Messrs.
Lynn, Richardson, Senecal and Wolf are trustees.
(4) Shares held by the Raymond Foundation, of which Messrs. Raymond and Wolf
are trustees.
(5) Shares held in family trusts, of which Mr. Raymond is co-trustee.
3
<PAGE>
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. 1,120,562(2) 17.7%
41 South High Street, Suite 3400
Columbus, Ohio 43287
-------------------------------------------------------------------------------------
Common Stock... George G. Raymond, Jr. 1,001,997(3) 15.8%
Chairman of the Board
The Raymond Corporation
Greene, New York 13778-0130
-------------------------------------------------------------------------------------
Common Stock... ICM Asset Management, Inc. 568,000(4) 8.9%
W. 601 Main Ave., Suite 917
Spokane, Washington 99201
-------------------------------------------------------------------------------------
Common Stock... David L. Babson & Co., Inc. 535,430(5) 8.4%
One Memorial Drive
Cambridge, Massachusetts 02142-1300
-------------------------------------------------------------------------------------
Common Stock... Madeleine R. Young 507,735(6) 8.0%
401 E. Linton Boulevard
Apartment 629
DelRay Beach, Florida 33483
-------------------------------------------------------------------------------------
Common Stock . Pioneering Management Corporation 380,782(7) 6.0%
60 State Street
Boston, Massachusetts 02114
-------------------------------------------------------------------------------------
Common Stock... FMR Corp. 331,395(8) 5.2%
82 Devonshire Street
Boston, Massachusetts 02109
------------------------------------------------------------------------------------
</TABLE>
(1) Shareholder has sole voting and sole dispositive power unless otherwise
indicated.
(2) The Huntington Trust Company, N.A. ("Huntington") reports sole power to
vote over 149,772 shares and no shared voting power; sole dispositive power
over 13,750 shares and shared dispositive power over 1,105,662 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 251,393 shares in family trusts of which Mr.
Raymond, Madeleine R. Young and The Huntington Trust Company of Florida, N.A.
are co-trustees and 9,669 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 421,619 shares.
(4) ICM Asset Management, Inc. reports sole voting power over 16,905 shares,
shared voting power over 186,090 shares and shared dispositive power over
568,000.
4
<PAGE>
(5) David L. Babson & Co., Inc. reports shared voting power over 122,720
shares.
(6) Includes 160,557 shares held by the Raymond Foundation, of which Mrs.
Young is a trustee. Includes 251,393 shares in family trusts of which Mrs.
Young, Mr. Raymond and The Huntington Trust Company of Florida, N.A. are
co-trustees. Mrs. Young reports shared voting and dispositive power over
411,950 shares.
(7) Pioneering Management Corporation reports shared dispositive power over
380,782 shares.
(8) FMR Corp. reports sole voting power over 156,740 shares and no shared
voting power.
ELECTION OF DIRECTORS
The Board of Directors is currently comprised of 11 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.
Four (4) 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 Ross K. Colquhoun, John V. Sponyoe, Lee J. Wolf and Michael O.
Womack 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) the persons named in the proxy will vote for another nominee or nominees
to be selected by the Board of Directors, or (b) the number of directors will
be reduced accordingly.
The following table contains certain information as of March 10, 1995,
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 1996 and 1997.
NOMINEES FOR ELECTION AS DIRECTORS
ROSS K. COLQUHOUN Director since 1984
Mr. Colquhoun, 64, is the President and Chief Executive Officer of the
Corporation, and has served in such capacity for more than the past five
years. He is also Chairman of the Board of G. N. Johnston Equipment Co. Ltd
and Associated Material Handling Industries, Inc. Mr. Colquhoun is President
of the Industrial Truck Association.
JOHN V. SPONYOE Appointed Director 1995
Mr. Sponyoe, 56, is the President of Loral Federal Systems-Owego, a
division of Loral Corporation, a developer and manufacturer of hardware and
software systems. From June 1987 through February 1994, he was Vice President
and General Manager of IBM Federal Systems Company-Owego. Mr. Sponyoe is a
member of the Board of Directors of B.S.B. Bancorp, and a director or trustee
of several educational, civic and charitable organizations, including
Roberson Museum & Science Center, WSKG public television and radio, and
Binghamton University School of Management.
5
<PAGE>
LEE J. WOLF Director since 1973
Mr. Wolf, 79, was a senior executive of the Corporation for more than 11
years until 1980, serving as Senior Vice President-Finance and Treasurer from
1969 to 1978 and as President of Raymond Leasing Corporation from 1971 to
1980. Since 1980 he has served as a consultant to the Corporation.
MICHAEL O. WOMACK Nominee for Director
Mr. Womack, 53, has been the President of Womack Material Handling
Systems, Inc. since June 1978. Located in Wallingford, Connecticut, Womack
Material Handling Systems, Inc. is a member of the Corporation's Dealer
Network.
DIRECTORS CONTINUING IN OFFICE
TERM EXPIRES AT THE 1996 ANNUAL MEETING
MICHAEL R. PORTER Director since 1989
Mr. Porter, 48, since January 1994, has been President of Nexus
Corporation, a greenhouse manufacturing company. Previously, during 1993-1994
he was President of Phiji Group, Inc., an investment company, and prior
thereto he was President and General Manager of Diversified Transmission
Products, Borg Warner Automotive Inc., from 1991 to 1993 and Vice President
and General Manager of Borg Warner Automotive Transmission and Engine
Components from 1984 to 1991.
GEORGE G. RAYMOND, JR. Director since 1946
Mr. Raymond, 73, has served as Chairman of the Board of the Corporation
since 1973. He is a lifetime trustee of Alfred University.
DR. M. RICHARD ROSE Director since 1979
Dr. Rose, 62, served as President of Rochester Institute of Technology
from 1979 to 1992. He is a member of the Boards of Directors of Rochester Gas
and Electric Corporation, Baldwin Technology Company, Inc. and Webcraft
Technologies, Inc. and is a trustee of Roberts Wesleyan College.
TERM EXPIRES AT THE 1997 ANNUAL MEETING
JAMES F. MATTHEWS Director since 1994
Mr. Matthews, 60, has been the President of The Matco Group, Incorporated,
a diversified holding company, since 1965. He is a member of the Boards of
Directors of Brandt Technologies, Inc. and Binghamton Simulator Co., Inc. Mr.
Matthews is a director or trustee of several civic and charitable
organizations, including Chase Upstate Advisory Council of Chase Lincoln
First Bank, N.A., Broome County Charities, Lourdes Hospital, Mom's House and
Syracuse Cancer Research Institute.
6
<PAGE>
JOHN E. MOTT Director since 1974
Mr. Mott, 70, is Secretary of Raymond Industrial Equipment, Limited, a
wholly-owned Canadian subsidiary of the Corporation. Formerly, he served as
Chairman of the Board of Raymond Industrial Equipment, Limited and Vice
President-International Operations of the Corporation. Mr. Mott is also
President of Twenty Five Investments Ltd., a Canadian investment company.
ARTHUR M. RICHARDSON Director since 1984
Mr. Richardson, 68, has been President of Richardson Capital Corporation,
a venture capital company, since 1985. He is a member of the Boards of
Directors of Goulds Pumps, Inc., Rochester Gas and Electric Corporation and
Transmation Corp. Mr. Richardson also serves as trustee of the University of
Rochester.
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.
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 1994 fiscal year ended December 31,
1994, all Section 16(a) filing requirements applicable to its officers,
directors and greater than ten percent beneficial owners were complied with.
COMMITTEES OF THE BOARD OF DIRECTORS
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 Human Resource Committee will consider nominees for
director recommended by shareholders. Although no formal procedure has been
established, shareholders may submit recommendations to the Secretary of the
Corporation at P. O. Box 130, Greene, New York, 13778 at the time set forth
for submitting shareholder proposals.
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 no meetings in 1994.
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 1994.
The Human Resource Committee presently has five members: Messrs. Matthews,
Porter, Rose, Raymond 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 1994.
7
<PAGE>
The Executive Compensation Committee presently has four members: Messrs.
Matthews, Porter, Rose 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 Plans. The Executive Compensation Committee
held four meetings in 1994.
The Audit Committee presently has four members: Messrs. Matthews, Mott,
Porter, and Tarnow. The functions of the Audit Committee are to receive and
review the audits of the Corporation's books by outside independent auditors,
to review 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 1994.
The Pension Plan Review Committee presently has four members: Messrs.
Mott, Richardson, Senecal and Wolf. This Committee reviews the Pension Plans
of the Corporation and makes recommendations to the Board with respect
thereto. This committee held two meetings in 1994.
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.
The Board of Directors met five times during Fiscal 1994. No director
attended fewer than 75% of the total number of meetings of the Board and
Committees on which the director served.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Directors M. Richard Rose, James F. Matthews, Michael R. Porter and Robert
L. Tarnow comprise the Corporation's Executive Compensation Committee.
Messrs. Rose, Matthews, Porter and Tarnow are nonemployee directors of the
Corporation, none of which is a former officer of the Corporation or any of
its subsidiaries.
James F. Matthews, a director of the Corporation, is the President and
100% owner of The Matco Group, Incorporated. The Corporation does business
with several of Mr. Matthews' companies, including Wholesale Electric Supply
Corp., a supplier of electrical wiring materials, U. S. Assemblies Endicott,
Inc., a supplier of assembled printed circuit boards, and Matthews Leasing
Corp., an automobile leasing company. In 1994, the Corporation paid
$2,259,000 for services and materials supplied by Mr. Matthews' companies to
the Corporation in the ordinary course of business.
DIRECTORS' REMUNERATION; ATTENDANCE
Directors who are employees of the Corporation receive no compensation for
their service as directors or as members of committees. Each director who is
not an employee of the Corporation receives or is 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.
Lee J. Wolf is a paid consultant to the Corporation. With many years of
past service to the Corporation as an employee and presently as a director,
his expertise and knowledge are highly regarded. Mr. Wolf is paid a yearly
8
<PAGE>
consulting fee of $6,000. The Corporation considers the terms of Mr. Wolf's
consulting agreement to be reasonable and to contain terms substantially similar
to those the Corporation would have effected with unrelated parties. The
consulting agreement expires December 31, 1995.
George G. Raymond, Jr., Chairman of the Board, is a paid consultant to the
Corporation. The Corporation recognizes Mr. Raymond's associations, contacts,
experience and expertise developed over the years and considers his
contributions valuable to the Corporation in expanding its present operations
and making them more profitable. Mr. Raymond will participate in specific
corporate events at the request of the Chief Executive Officer and will be
paid $101,200 in 1995 for his consulting services. The consulting agreement
expires December 31, 1995. Mr. Raymond receives no compensation for his
service as a Board member.
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.
Nonemployee 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 1994, Mr. Wolf participated in the Plan.
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
INTRODUCTION
The Executive Compensation Committee is comprised of four independent
outside directors, Dr. M. Richard Rose, Chairman, and Messrs. James F.
Matthews, Michael R. Porter and 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 of growing the business while
increasing earnings and shareholder equity, 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.
9
<PAGE>
A total compensation program that reflects current market practices and
will attract and retain a stable, successful management team.
The key elements of the Corporation's executive compensation program 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
and employment levels in similar industries, as well as with a broader group
of the Standard & Poor's 500 companies.
Base Salary. The Executive Compensation Committee annually reviews each
executive's base salary. Base salaries are targeted at the average for
comparable North American manufacturing companies in durable goods
industries, including other materials handling companies. Base salaries for
executives are initially determined by evaluating 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 evaluations, market trends and the
Corporation's financial position.
The base salary for the Corporation's President & Chief Executive Officer
was reviewed in March of 1994 by the Executive Compensation Committee. In
view of the Corporation's steady progress in meeting its business goals, a
base salary increase of 4.56% was authorized effective July 1994, which
coincided with a Corporation-wide wage review. The Committee concluded that
Mr. Colquhoun has directly influenced the Corporation's steady and positive
financial growth as well as increased the presence of Raymond products in
domestic and international markets, noting the 33% increase in revenues, and
the 94% increase in net income in 1994.
Annual Cash Incentive. 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 goals established in 1993 for 1994 included specific measures of the
Corporation's performance in terms of increased market distribution, cycle
time reduction, increased units produced, continued introduction of new
products and services, the expansion of markets through joint ventures and
the formation of Dockstocker Corporation.
The annual incentive plan approved by the Executive Compensation Committee
and Board of Directors in December 1993 for the 1994 business cycle was based
on a relationship of pretax profits to the Corporation's net worth. The
Executive Compensation Committee believes that a bonus based on these factors
aligns the executive officer's reward directly to shareholder investment
value. The CEO was awarded $249,660 based on the formula and the remaining
bonus pool was equally distributed among executive officers of the
Corporation.
An additional bonus of $65,000 was awarded by the Executive Compensation
Committee to Ross K. Colquhoun in 1994 based on his outstanding performance
in leading the Corporation and the Corporation's achievement of its financial
goals as indicated above.
Long-Term Incentives. Long-term incentives are provided pursuant to The
Raymond Corporation Stock Option Plan (1991) (the "Plan"). The stock options
are a component of the compensation plan and are expected to provide executives
10
<PAGE>
with long-term incentives and stock options which are competitive within the
labor market while being reflective of prior performance. The number of options
granted in 1994 was determined according to a formula based on the market price
of the Corporation's Common Stock and the executive officer's base salary and
performance level, without regard to the number of options already held by the
optionee. 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, President and CEO was awarded
22,680 non-qualified options at a fair market value of $16.67 per share in
1994.
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M)
Based on proposed Treasury Regulations issued in December 1993, the
Committee has determined that it is unlikely that the Corporation would pay
compensation in fiscal 1995 that would result in the loss of a federal income
tax deduction under Section 162(m) of the Internal Revenue Code of 1986, and
accordingly has not recommended that any special actions be taken or plans or
programs be revised at this time in light of such tax law provision.
SUMMARY
The Executive Compensation Committee believes that the compensation
program for the CEO and corporate executives is appropriate given the
outstanding performance in 1994 and in consideration of compensation programs
provided by comparable companies. The Executive Compensation Committee
believes the annual performance pay is appropriately linked to individual
performance, annual financial performance of the Corporation and shareholder
value.
Dr. M. Richard Rose, Chairman
James F. Matthews
Michael R. Porter
Robert L. Tarnow
11
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information with respect to the Chief
Executive Officer and the four most highly compensated executive officers of
the Corporation.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
Annual Compensation Long-Term
Compensation Awards
-----------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (g) (i)
Name and
Principal Other Annual Securities Underlying All Other
Position Year Salary($) Bonus ($) Compensation($) Options/SARs(#)(1) Compensation($)
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ross K. Colquhoun 1994 318,101 314,660 0 22,680 43,962(2)(3)(4)(5)
President
& CEO 1993 305,257 158,195 0 22,418 14,610(6)(7)(8)
1992 295,249 71,390 0 30,030 9,013(9)
-----------------------------------------------------------------------------------------------------------------------
William B. Lynn 1994 150,421 124,830 0 8,505 15,933(2)(3)(4)(5)
Executive
Vice President 1993 132,789 68,042 0 8,610 5,134(6)(7)(8)
1992 131,830 35,695 0 11,078 1,579(9)
-----------------------------------------------------------------------------------------------------------------------
Jerome R. Dinn 1994 121,397 124,830 0 4,515 14,067(2)(3)(4)(5)
Vice President-
Sales & Quality 1993 119,469 52,028 0 6,090 5,017(6)(7)(8)
1992 111,214 35,695 0 9,135 1,619(9)
-----------------------------------------------------------------------------------------------------------------------
Margaret L. Gallagher 1994 117,769 124,830 0 6,983 12,886(2)(3)(4)(5)
Vice President -
Marketing 1993 114,165 52,028 0 7,035 4,281(6)(7)(8)
1992 109,508 35,695 0 6,825 1,286(9)
-----------------------------------------------------------------------------------------------------------------------
James J. Malvaso 1994 114,423 124,830 0 5,565 11,705(2)(3)(4)(5)
Vice President -
Operations 1993 56,587 26,014 0 N/A 1,944(6)(7)(8)
1992 N/A N/A 0 N/A N/A
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Adjusted to reflect the 1994 5% stock dividend.
(2) Insurance premiums paid for benefit of Mr. R.K. Colquhoun $9,763, Mr. W.B.
Lynn $1,922, Mr. J.R. Dinn $2,329, Ms. M.L. Gallagher $1,636 and Mr. J.J.
Malvaso $967.
(3) Includes cash profit sharing amounts of $13,935 to Mr. R.K. Colquhoun,
$5,041 to Mr. W.B. Lynn, $3,947 to Mr. J.R. Dinn, $3,727 to Ms. M.L.
Gallagher and $3,685 to Mr. J.J. Malvaso.
12
<PAGE>
(4) Includes deferred profit sharing amounts of $5,152 for CEO and named
executive officers.
(5) Includes deferred profit sharing amounts under supplemental benefits
equalization plan of $15,112 to Mr. R.K. Colquhoun, $3,818 to Mr. W.B. Lynn,
$2,639 to Mr. J.R. Dinn, $2,371 to Ms. M.L. Gallagher and $1,901 to Mr. J.J.
Malvaso.
(6) Insurance premiums paid for benefit of Mr. R.K. Colquhoun $9,336, Mr. W.B.
Lynn $1,710, Mr. J.R. Dinn $1,926, Ms. M.L. Gallagher $1,321 and Mr. J.J.
Malvaso $753.
(7) Includes cash profit sharing amounts of $1,517 to Mr. R.K. Colquhoun, $685
to Mr. W.B. Lynn, $602 to Mr. J.R. Dinn, $561 to Ms. M.L. Gallagher and $279
to Mr. J.J. Malvaso.
(8) Includes deferred profit sharing amounts of $3,757 to Mr. R.K. Colquhoun,
$2,739 to Mr. W.B. Lynn, $2,489 to Mr. J.R. Dinn, $2,399 to Ms. M.L.
Gallagher and $912 to Mr. J.J. Malvaso.
(9) Insurance premiums paid for benefit of CEO and named executive officers.
PERFORMANCE GRAPH
The following performance graph compares the performance of the
Corporation's Common Stock for the last five fiscal years to the S & P 500
Index and the Value Line Machinery Peer Group, which consists of 32
companies.
Comparison of Five-Year Cumulative Total Return*
(Performance Results Through Fiscal Year Ended 12/31/94)
GRAPH INSERTED
250 --------------------------------------------------------------------------
---------------------------------------------------------------------*----
225 --------------------------------------------------------------------------
--------------------------------------------------------------------------
200 --------------------------------------------------------*-----------------
-------------------------------------------*------------------------------
175 --------------------------------------------------------------------------
--------------------------------------------------------@------------@----
150 --------------------------------------------------------#------------#----
-------------------------------------------#------------------------------
125 -----------------------------#-------------@------------------------------
-----------------------------*@-------------------------------------------
100 *#@-------------#---------------------------------------------------------
---------------*@---------------------------------------------------------
75 --------------------------------------------------------------------------
--------------------------------------------------------------------------
50 --------------------------------------------------------------------------
--------------------------------------------------------------------------
25 --------------------------------------------------------------------------
0 --------------------------------------------------------------------------
1989 1990 1991 1992 1993 1994
* = Raymond # = S&P 500 @ = Machinery Peer Group
-------------------------------------------------------------------------------
1989 1990 1991 1992 1993 1994
Raymond $100.00 $93.75 $112.50 $187.50 $209.38 $242.81
S&P 500 $100.00 $96.83 $126.41 $136.25 $150.00 $151.73
Machinery Peer Group $100.00 $92.91 $118.35 $131.26 $167.42 $161.10
-------------------------------------------------------------------------------
Assumes $100 invested at the close of trading 12/89 in The Raymond Corporation
Common Stock, S&P 500 and Value Line Machinery Peer Group.
*Cumulative total return assumes reinvestment of dividends.
13
<PAGE>
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 as amended, in addition to being
entitled to participate in benefits generally available to executive
officers, after Mr. Colquhoun's retirement at age 65, he would be entitled to
receive during his life a supplemental annual pension payment of 50% of his
then most recent base salary or may elect to receive an equivalent total
benefit with actuarially reduced payments payable to his estate. The
Corporation has purchased a whole life insurance policy with rights of
conversion to an annuity contract to supplement amounts otherwise accrued to
fund such benefits at age 65.
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 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 agreements with Jerome R. Dinn, Margaret L. Gallagher,
William B. Lynn and James J. Malvaso which provide, in the event of a change
in control of the Corporation, for continuing the 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. The
Corporation has similar agreements with all of its senior executive officers.
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 (1991).
14
<PAGE>
OPTION 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 1994 ($/SH) Date 5%($)(1) 10%($)(1)
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ross K. Colquhoun .... 22,680(2) 33.9% $16.67 3/03/04 $237,913 $602,608
-----------------------------------------------------------------------------------------------------------------
William B. Lynn ...... 8,505(2) 12.7 16.67 3/03/04 89,217 225,978
-----------------------------------------------------------------------------------------------------------------
Jerome R. Dinn ....... 4,515(2) 6.7 16.67 3/03/04 47,362 119,964
-----------------------------------------------------------------------------------------------------------------
Margaret L. Gallagher 6,983(2) 10.4 16.67 3/03/04 73,252 185,538
-----------------------------------------------------------------------------------------------------------------
James J. Malvaso ..... 5,565(2) 8.3 16.67 3/03/04 58,377 147,862
-----------------------------------------------------------------------------------------------------------------
</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 $27.16
and $43.24, respectively, from the $16.67 market price on the date of
grants. Over the last 10 years, the market price of the Corporation's Common
Stock has increased at a compounded annual rate of 3.8%.
(2) Stock options granted on March 4, 1994 under the Corporation's Stock Option
Plan. Options became fully exercisable on March 4, 1995.
The following table shows aggregate option exercises in the last fiscal
year and fiscal year-end option values for the Chief Executive Officer and
the four most highly compensated executive officers.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Number of Securities
Underlying Unexercised Value of Unexercised
Number of Options/SARs at In-The-Money
Securities December 31, 1994 Options/SARs At
Underlying (Shares) December 31, 1994 (1)
Options/SARs Value ----------------------------- ------------------------------
Name Exercised (#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ross K. Colquhoun .... -0- $ -0- 90,381 22,680 $601,821 $35,910
----------------------------------------------------------------------------------------------------------------------------
William B. Lynn ...... -0- -0- 31,958 8,505 63,623 13,466
----------------------------------------------------------------------------------------------------------------------------
Jerome R. Dinn ....... -0- -0- 6,090 4,515 13,267 7,149
----------------------------------------------------------------------------------------------------------------------------
Margaret L. Gallagher -0- -0- 28,193 6,983 208,695 11,056
--------------------------------------------------------------------------------------------------------------------------
James J. Malvaso ..... -0- -0- -0- 5,565 -0- 8,811
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Computed based upon the difference between aggregate fair market value on
December 31, 1994 and aggregate exercise price.
15
<PAGE>
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
1,297 employees participated in 1994.
As permitted by the Employee Retirement Income Security Act of 1974, the
Corporation has adopted a supplemental plan which is designed to provide the
amount of retirement benefit which cannot be paid from the pension plans by
reason of certain Internal Revenue Code limitations on qualified plan
benefits. The amounts in the Pension Plan Table include the amounts payable
under the supplemental plan.
Estimated annual pensions at age 65, the assumed normal retirement age,
calculated on a straight-life annuity basis, for representative years of
benefit service are as follows:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
Highest Consecutive Years of Credited Service
Three Year Average --------------------------------------------------------------------------
Earnings 15 20 25 30 35 40
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 100,000 $ 9,941 $ 13,255 $ 16,569 $ 19,883 $ 23,197 $ 26,510
200,000 19,883 26,510 33,138 39,766 46,393 53,021
300,000 29,824 39,766 49,707 59,648 69,590 79,531
400,000 39,766 53,021 66,276 79,531 92,786 106,042
500,000 49,707 66,276 82,845 99,414 115,983 132,552
600,000 59,648 79,531 99,414 119,297 139,180 159,062
700,000 69,590 92,786 115,983 139,180 162,376 185,573
800,000 79,531 106,042 132,552 159,062 185,573 212,083
900,000 89,473 119,297 149,121 178,945 208,769 238,594
1,000,000 99,414 132,552 165,690 198,828 231,966 265,104
------------------------------------------------------------------------------------------------
</TABLE>
Benefits under the pension plans are based primarily on 0.6% of the
participant's credited years of service multiplied by average compensation
(salary and bonus) for the highest three consecutive years of compensation
during the ten year period prior to termination or retirement, whichever is
earlier. Benefits are non-forfeitable after five years of vesting service,
and actuarially reduced benefits are available for participants who retire on
or after age 55 after five years of vesting service. Plan benefits are not
reduced by any social security or other non-plan benefits to which the
participant is entitled.
Three year average covered compensation for the Chief Executive Officer,
Mr. Colquhoun, as of the end of fiscal year 1994 is $774,039 based on prior
employment with G.N. Johnston Equipment Co. Ltd. Three year average covered
compensation for the named executives as of the end of fiscal year 1994 is:
Mr. Lynn $214,536, Mr. Dinn $197,886 and Ms. Gallagher $184,665 (Mr.
Malvaso's average cannot be computed having been with the Corporation for
only one year). Covered compensation for the named executives is reported in
the Summary Compensation Table.
The years of credited service for the Chief Executive Officer and named
executives are: 38 years for Mr. Colquhoun; 20 years for Mr. Lynn; 10 years
for Mr. Dinn, 18 years for Ms. Gallagher, and 1 year for Mr. Malvaso.
16
<PAGE>
A 1994 amendment to the U. S. Pension Plan permits service as an employee
at G.N. Johnston Equipment Co. Ltd. to be counted toward Service and Benefit
Service under the U. S. Plan if the individual becomes an employee of the
Corporation.
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 Equipment 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 approximately $38,655,000 in 1994, were made in
the ordinary course of business and on the Corporation's standard terms for
dealers.
The Corporation, through a wholly-owned Canadian subsidiary, has a note
receivable from Johnston for approximately $1,497,000 bearing interest at
6.75%. The note is to be repaid in annual installments through 1998. In
addition, the Corporation has made advances to Johnston and Associated at
variable interest rates. The maximum amount of these advances outstanding in
1994 was approximately $4,985,000 and the outstanding balances at December
31, 1994 were approximately $2,885,000. The loan and advances to Johnston
were made through wholly-owned Canadian subsidiaries with funds earned in
Canada.
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.
Michael O. Womack, a nominee for director of the Corporation, is the
President and 100% shareholder of Womack Material Handling Systems, Inc.,
("Womack"), a dealer of the Corporation's products. The Corporation's sales
to Womack, which aggregated approximately $3,032,000 in 1994, were made in
the ordinary course of business and on the Corporation's standard terms for
dealers.
George G. Raymond, Jr., has an interest free loan from the Corporation of
$150,252, which was the balance outstanding at March 10, 1995 and which also
was the maximum outstanding in 1994.
The Corporation maintains officers' and directors' indemnification
insurance with Chubb Group (Federal Insurance Company), which it renewed in
1994 at an annual premium expense of $58,000.
17
<PAGE>
PROPOSAL TO APPROVE THE RAYMOND CORPORATION STOCK OPTION PLAN (1995)
In order to continue with a stock option plan to encourage key employees
and the Directors of the Corporation to invest in the common stock of the
Corporation, the proposed Stock Option Plan (1995) (the "Plan"), as more
particularly set forth in Exhibit A attached to the Proxy Statement, was
approved by the Board of Directors on March 4, 1995 subject to adoption by
the shareholders at the Annual Meeting to be held April 29, 1995. The Plan
will become operative only if it is approved by the vote of the holders of
the majority of the outstanding shares present at the meeting in person or by
proxy. Because they may receive grants under the Plan, the Corporation's
directors and executive officers may be deemed to have an interest in this
proposal.
Purpose of Plan. The purpose of the Plan is to promote the interests of the
Corporation and its shareholders by providing a method whereby Directors of
the Corporation who are not employees, officers and other key employees of
the Corporation and its subsidiaries may be encouraged to invest in the
common stock of the Corporation and thereby increase their proprietary
interest in its business, encourage them to remain in the employ of the
Corporation or its subsidiaries and increase their personal interest in its
continued success and progress.
Payment for Shares. Payment of the full option price will be required before
delivery of shares to the optionees. Payment may be effected in whole or in
part by the surrender to the Corporation of outstanding shares of its Common
Stock in lieu of cash.
Any moneys paid by the optionees for their purchased shares are to be added
to working capital and will be available for any corporate purpose.
Tax Consequence of the Plan. The Plan provides for options which are intended
to qualify as "Incentive stock options" under Section 422A of the Internal
Revenue Code of 1986, as amended. Under present Federal income tax law and
regulations, the income tax treatment of incentive stock options,
non-qualified stock options and stock appreciation rights should be as
follows:
No taxable income will result to the option holder and there will be no tax
effect on the Corporation upon the grant of any type of option or of a stock
appreciation right.
Upon exercise of an incentive stock option, the option holder does not
realize taxable income at the time of exercise. However, the amount by which
the fair market value of the shares purchased exceeds the option price will
be an item of tax preference that may be subject to the alternative minimum
tax on tax preference items. At the time of the sale or other disposition of
the option shares, the excess of the sales price over the option price is
taxable as long-term capital gain, if the option holder complies with the
requirements of the Internal Revenue Code and the Plan as to holding periods
and continuous periods of employment with the Corporation or a subsidiary.
However, if an option holder satisfies the conditions for long-term capital
gain treatment, the Corporation will not receive any tax deduction on account
of the transferred stock.
In contrast, upon exercise of a non-qualified option, the option holder
realizes as ordinary income for Federal income tax purposes an amount equal
to the excess of the fair market value of the shares purchased on the
exercise date over their option price. Such income is subject to withholding
tax at the time of exercise, and the Corporation is entitled to a deduction
in the amount of the option holder's income.
18
<PAGE>
Upon the exercise of stock appreciation rights, the cash received will be
taxable as ordinary income.
The complete text of the Plan is attached hereto as Exhibit A. Some of the
more important features of the Plan may be summarized as follows:
Shares to be Optioned. Subject to possible adjustment in the event of merger,
stock dividends or other changes in the corporate structure of the
Corporation affecting its Common Stock, the number of shares which may be
delivered on exercise of all options granted under the Plan may not exceed
315,000 shares of Common Stock as presently constituted. The aggregate number
of shares which may be optioned to any one employee will be determined by the
Committee of the Board of Directors responsible for administering the Plan.
Shares subject to lapsed or canceled options granted under the Plan will be
available for future options under the Plan.
Administration of Plan. The Plan is to be administered by a Committee of the
Board of Directors, none of whose Committee's members will be eligible to
receive options except as described below.
Eligible Persons. Officers and other executive and managerial employees of
the Corporation and its subsidiaries and Directors of the Corporation who are
not employees will be eligible for options. More than one Plan option may be
granted to the same employee, but the maximum number of shares that can be
granted to an individual employee during any given Plan year shall be 50,000
shares.
Option Price. The option price is to be not less than 100% of the fair market
value of the Common Stock of the Corporation on the date the option is
granted, as determined by the mean between the bid and asked prices in the
"over-the-counter" market.
Exercise of Options. As consideration for the granting of the option, the
employee holder of an option must remain in the continuous employ of the
Corporation or a subsidiary for not less than one year from the date the
option is granted before there can be an exercise of any part of the option.
Each option will be exercisable thereafter over the term of the option in
periodic installments or in full as the Committee may determine at the time
the option is granted. If any option is exercisable in installments, on
termination of employment, unless the option has been canceled, the optionee
will be entitled to exercise it in respect of the then current installment in
part in proportion to the number of days of employment during the period such
installment was accruing. No option will be exercisable more than ten years
from the date of grant. The plan contains no restriction on the disposition
of shares acquired by exercise of an option, but disposition may be
restricted by Federal and State Securities laws.
Termination of Options. If, after the first anniversary of the date a
particular option is granted, and prior to the expiration date of such
option, the option has not been canceled and the optionee's employment
terminates (i) by death, the right to exercise the option is to be extended
one year thereafter, or (ii) for any cause other than death, the right to
exercise the option is to be extended three months after termination. If the
optionee dies during the three month period referred to above, the right to
exercise the option is to be extended one year thereafter. All extensions
under (i) and (ii) above will apply to all rights which have accrued prior to
termination of employment. No extension may be beyond the option period
specified in the option agreement. Options are not transferable other than by
will or by the laws of descent and distribution, and during an optionee's
lifetime are to be exercisable only by the optionee. However, if the optionee
at death was entitled to exercise the option only in part, the Committee may
in its discretion permit the optionee's estate or other successor to purchase
option shares to which the optionee's rights had not yet accrued.
19
<PAGE>
Changes in Corporate Structure. In case of certain changes in the corporate
structure of the Corporation, the Board of Directors shall, upon
recommendation of the Committee, make such adjustments in the number of
shares subject to the Plan and the number and option price of shares subject
to options as it deems equitable to prevent material dilution or enlargement
of option rights.
Cancellation of Options. The Committee may, in its sole discretion and with
or without cause, cancel any option to the extent it has not theretofore been
exercised.
Amendment, Suspension or Discontinuance of Plan. The Board of Directors may
amend, suspend or discontinue the Plan, but may not without the prior
approval of the shareholders, by amendment (a) abolish the Committee, change
the qualification of its members, or withdraw the administration of the Plan
from its supervision, (b) make any material change in the class of eligible
employees as defined in the Plan, (c) increase the total number of shares
which may be purchased on exercise of options granted under the Plan, (d)
increase the total number of shares which may be purchased by any one
employee, (e) extend the maximum option period, (f) decrease the minimum
option price, or (g) permit adjustments or reductions of the price at which
shares may be purchased under any option granted under the Plan, except as
permitted by the provisions relating to changes in corporate structure
referred to above.
Since employee participants in the Plan and the amount of stock for which
they may be granted options are to be determined by the Committee, which has
not yet made its designations, it is not possible at this time to state the
names of the persons who are to receive options under the Plan, the amount of
stock to be optioned to such persons or the number of shares to be optioned
to any one person.
It is contemplated that the selection of employee optionees and the
determination of the amount of stock to be optioned to each employee optionee
will be made only after consideration by the Committee of officers and other
key employees eligible to receive options, their responsibilities and their
present and potential contributions to the success of the Corporation. It is
anticipated that not more than 26 key employees including officers would at
the present time be considered for options.
The market values of the Corporation's common stock on March 10, 1995 as
quoted in the over-the- counter market were:
High 18 1/4
Low 17 1/2
Directors' Options. Each director of the Corporation who is not otherwise an
employee of the Corporation or any subsidiary shall automatically be granted
non-qualified options. Automatic director stock option grants shall only be
made if, as of each date of grant, the director (i) is not otherwise an
employee of the Corporation or subsidiary, (ii) has not been an employee of
the Corporation or any subsidiary for any part of the preceding fiscal year,
and (iii) has served on the Board of Directors continuously since the
commencement of the director's term. These nonemployee directors will
automatically receive non-qualified options each year to purchase that number
of shares of the Corporation's common stock equal to the average compensation
paid to the nonemployee director, divided by the fair market value per share
on the date of grant. Nonemployee directors' stock options will be
exercisable on the date of grant.
Stock Appreciation Rights. The Plan provides for the granting of stock
appreciation rights covering up to one-half the number of optioned shares in
conjunction with the options granted. For each appreciation right granted to an
20
<PAGE>
optionee, the optionee, upon exercise thereof, receives cash (subject to
applicable withholding taxes) in an amount equal to the amount, if any, by which
the fair market value at the exercise date of one share of Common Stock exceed
the option price per share stated in the related underlying option, multiplied
by the number of shares covered by the appreciation rights exercised by the
optionee. The exercise of stock appreciation rights by an optionee is in lieu of
exercise of his option to purchase, and results in a reduction of an equivalent
number of optioned shares which would otherwise be available for purchase by
such optionee. Stock appreciation rights can be exercised only in conjunction
with the exercise of an option.
The following table sets forth certain information with respect to stock
options that were granted during fiscal year 1994 pursuant to The Raymond
Corporation Stock Option Plan (1991) to (i) the CEO and named executive
officers, (ii) all current executive officers as a group, and (iii) all
current directors who are not executive officers as a group. No other
individuals were granted stock options in 1994 and nominated directors would
have each received grants of 1,063 shares in 1994.
The stock options below were actual grants under the existing plan in 1994
and are not necessarily indicative of the number of options that may be
granted in the future under The Raymond Corporation Stock Option Plan (1995).
The Raymond Corporation Stock Option Plan (1995)
<TABLE>
<CAPTION>
Number of Securities Underlying
Name Options/SARs Granted (#)(1)
------------------------------------------------------------------------------------------
<S> <C>
Ross K. Colquhoun 22,680
William B. Lynn 8,505
Jerome R. Dinn 4,515
Margaret L. Gallagher 6,983
James J. Malvaso 5,565
All current executive officers as a group(9) 66,941
All current directors who are not executive officers as
a group(9) 8,504
</TABLE>
(1) The exercise price is the market price on the date of grant. Additional
information about the terms and conditions of the options, as well as their
potential realizable value, is set forth under the heading "Options Granted
in the Last Fiscal Year".
The Board of Directors recommends a vote FOR the approval of the Plan as set
forth in Exhibit A attached to the Proxy Statement.
21
<PAGE>
PROPOSAL TO APPROVE APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors recommends shareholder approval of the Board's
action in appointing Ernst & Young LLP, ("Ernst & Young"), as independent
auditors of the Corporation and its subsidiaries for the year 1995. Ernst &
Young has served as auditors for the Corporation for 17 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 1995. 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 LLP as auditors of the Corporation and its
subsidiary companies for the fiscal year ending December 31, 1995, is hereby
approved."
Representatives of the firm of Ernst & Young are expected to 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 1994, 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.
SHAREHOLDER PROPOSALS FOR 1996 ANNUAL MEETING OF SHAREHOLDERS
In order for shareholder proposals for the 1996 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, P.O. Box 130, Greene, New York, 13778-0130) prior to
December 4, 1995. Proposals must comply with Rule 14a-8 promulgated by the
SEC pursuant to the Securities Exchange Act of 1934.
22
<PAGE>
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
Paul J. Sternberg
Secretary
Greene, New York
March 29, 1995
23
<PAGE>
EXHIBIT A
THE RAYMOND CORPORATION
STOCK OPTION PLAN (1995)
SECTION 1
PURPOSE
The purpose of this Plan is to promote the interests of The Raymond
Corporation ("Company") and its stockholders by providing a method whereby
directors, officers and other key employees of the Company and its
subsidiaries may be encouraged to invest in the Common Stock of the Company
and thereby increase their proprietary interest in its business, encourage
them to remain in the employ of the Company and increase their personal
interest in its continued success and progress.
SECTION 2
ADMINISTRATION
(a) The Board of Directors shall designate a committee of Directors
(hereinafter referred to as the "Committee"), none of whose members shall be
eligible to receive options except as specifically authorized under Section
16 of the Plan. The Committee shall have full power and authority, subject to
such orders or resolutions not inconsistent with the provisions of the Plan
as may from time to time be issued or adopted by the Board, to interpret the
provisions and supervise the administration of the Plan. All determinations
by the Committee shall be made by the affirmative vote of a majority of its
members, but any determination reduced to writing and signed by all of the
members shall be fully as effective as if it had been made by a majority vote
at a meeting duly called and held.
(b) Subject to any applicable provisions of the Bylaws of the Company, all
decisions made by the Committee pursuant to the provisions of the Plan and
related orders or resolutions of the Board shall be final, conclusive and
binding on all persons, including the Company, stockholders, employees and
optionees.
SECTION 3
SHARES SUBJECT TO THE PLAN
(a) The shares to be delivered upon exercise of options granted under the
Plan shall be available, at the discretion of the Board of Directors, either
from the authorized but unissued shares of the Company or from shares
reacquired by the Company, including shares purchased in the open market.
(b) Subject to adjustments made pursuant to the provisions of paragraph
(c) of this Section 3, the aggregate number of shares to be delivered upon
exercise of all options which may be granted under the Plan shall not exceed
315,000 shares. If an option granted under the Plan shall expire or terminate
for any reason, the shares subject to, but not delivered under, such option
shall be available for other options to the same person or other persons.
(c) In the event of a merger, reorganization, consolidation,
recapitalization, stock dividend, or other change in corporate structure
affecting the Common Stock of the Company, such adjustment shall be made in
the aggregate number of shares which may be purchased under the Plan, the
maximum number of shares which may be purchased by any one person under the
A-1
<PAGE>
Plan and the number and option price of shares subject to the outstanding
options granted under the Plan as may be determined to be appropriate by the
Board of Directors upon recommendation by the Committee.
SECTION 4
ELIGIBILITY AND EXTENT OF PARTICIPATION
Options may be granted only to directors and employees of the Company and
its subsidiaries. Except as expressly authorized by Section 16 of the Plan,
no grant shall be made to a director who is not an officer or salaried
employee. Subject to the limitations of the Plan, the Committee shall, after
consultation with management, select the employees to be granted options and
determine the time when each option shall be granted and the number of shares
subject to each option. More than one Plan option may be granted to the same
employee, but the maximum number of shares that can be granted to an
individual employee during any given Plan year shall be 50,000 shares.
SECTION 5
NON-QUALIFIED AND INCENTIVE OPTIONS
(a) The Committee shall have authority to grant "Non-qualified Options"
for a term not more than ten (10) years from the date of grant. Non-qualified
Options shall be labeled as such.
(b) Options granted under the Plan prior to March 1, 2005 may also be
Incentive Stock Options as provided by Section 422A of the Internal Revenue
Code of 1986, as amended. The terms of each Incentive Stock Option granted
under the Plan shall be determined by the Committee consistent with
provisions of the Plan, including the following:
(i) The purchase price of the stock subject to option shall not be less
than the fair market value of the stock on the date the option is granted.
(ii) Each Incentive Stock Option may be exercised in whole or in part
from time to time during such period as the option shall specify, provided
that no option shall not be exercisable prior to one (1) year nor after
ten (10) years from the date of the grant thereof;
(iii) The aggregate fair market value (determined as of the date the
option is granted) of the shares with respect to which Incentive Stock
Options are exercisable for the first time by any individual during any
calendar year (under all plans of the individual's employer corporation
and its parent and subsidiary corporation) cannot exceed $100,000.
(iv) The purchase price of the shares with respect to which an
Incentive Stock Option is exercised shall be payable in full in cash or,
to the extent authorized by the Board of Directors at the time such an
option is granted under the Plan (i) in shares of Common Stock of the
Company or (ii) in a combination of cash and such shares. The value of any
share delivered in payment of the purchase price shall be its fair market
value on the date the option is exercised. No fractional shares shall be
issued.
A-2
<PAGE>
(v) An Incentive Stock Option or stock appreciation right shall not be
assignable or transferable by the employee to whom granted otherwise than
by will or by the laws of descent and distribution, and shall be
exercisable, during the employee's lifetime, only by the employee.
(vi) No person shall be granted any Incentive Stock Option if at the
time of the grant such person owns, directly or indirectly, more than 10%
of the total combined voting power of the Company unless the option price
is at least 110% of the fair market value of the Common Stock and the
exercise period of such Incentive Stock Option is by its terms limited to
five (5) years.
SECTION 6
OPTION AGREEMENTS
Each option shall be evidenced by an option agreement which shall contain
such terms and conditions as may be approved by the Committee and shall be
signed by an officer of the Company and the optionee. Each option agreement
shall specify the period within which the option may be exercised and the
time or times within such period that the option may be exercised and the
number of shares which may be purchased at such time or times. If any option
agreement provides for exercise in installments, it shall provide that,
unless the option has been canceled on termination of employment by reason of
death or otherwise prior to the next succeeding maturity date of an
installment, the option shall be exercisable with respect to a proportionate
part of such installment based upon the number of days of employment during
the period of such installment in relation to the number of days in such
period.
SECTION 7
OPTION PRICE
The price at which shares may be purchased upon exercise of a particular
option shall be not less than 100% of the fair market value of such shares at
the time such option is granted, as determined by the Committee. For this
purpose such fair market value shall be the mean between the bid and asked
prices on the "over-the-counter" market of said stock on the date the option
is granted, or, if no such bid and asked prices are made on that day, then on
the next preceding day on which there were such bid and asked prices.
SECTION 8
EXERCISE OF OPTIONS
(a) Subject to the provisions of the Plan with respect to death,
retirement and termination of employment or director status, the period
during which each option may be exercised shall be fixed by the Committee at
the time such option is granted, but such period in no event shall expire
later than ten (10) years from the date the option is granted.
(b) Except as provided in Section 16 of the Plan, each option granted
under the Plan may be exercised only after one (1) year of continued
employment by the Company, or its subsidiaries immediately following the date
the option is granted and, except in case of death, retirement or termination
of employment or director status as hereinafter provided, only during the
continuance of the optionee's employment with the Company or one of its
subsidiaries. Subject to the foregoing limitations and the terms and
conditions of the option agreement and unless canceled prior to exercise,
each option shall be exercisable in whole or in part or in installments at
such time or times as the Committee may prescribe and specify in the
applicable option agreement, but no option may at any time be exercised in
part with respect to fewer than fifty (50) shares.
A-3
<PAGE>
(c) Options shall be exercised by written notice to the Company and
payment of the option price. No shares shall be delivered pursuant to the
exercise of any option, in whole or in part, until qualified for delivery
under such laws and regulations as may be deemed by the Committee to be
applicable thereto and until payment in full of the option price therefor is
received by the Company. In addition to any other method of payment which may
be acceptable to the Committee, and notwithstanding any requirement for
payment in cash contained in outstanding option agreements, payment may be
effected either in whole or in part by the surrender to the Company of
outstanding shares of its Common Stock in lieu of cash; and any shares so
surrendered shall be valued at the fair market value thereof as determined
under Section 7 hereof on the last trading day prior to the date on which
such shares are surrendered.
(d) Shares shall be issued in the name of the optionee. No optionee, or
the legal representative, legatee, or distributee of an optionee, shall be
deemed to be a holder of any shares subject to such option unless and until
the certificate or certificates therefor have been issued.
(e) Each Stock Option may provide that the optionee shall represent at the
time of each exercise of option or stock appreciation right that the shares
purchased are being acquired for investment and not with a view to
distribution thereof.
SECTION 9
TRANSFERABILITY OF OPTIONS
An option granted under the Plan may not be transferred except by will or
the laws of descent and distribution.
SECTION 10
DEATH, RETIREMENT, AND TERMINATION OF EMPLOYMENT
OR DIRECTOR STATUS
Subject to the condition that no option may be exercised in whole or in
part after the expiration of the option period specified in the applicable
option agreement and subject to the Committee's right to cancel any option:
(a) Upon termination of his employment or director status for any reason
other than death, an optionee, may within three (3) months after the date of
such termination, purchase any or all of the shares with respect to which
such optionee was entitled to exercise such option immediately prior to such
termination.
(b) Upon the death of any optionee while in active service or within the
three-month period referred to in (a) above, the person or persons to whom
such optionee's rights under the option are transferred by will or the laws
of descent and distribution may, within one (1) year after the date of such
optionee's death, purchase any or all of the shares with respect to which
such optionee was entitled to exercise such option immediately prior to his
death. Notwithstanding the foregoing, if at the date of any optionee while in
active service such optionee was entitled to exercise his option in part
only, the Committee may, in its sole discretion, permit such person or
persons to purchase all or any part of the balance of the shares subject to
such option.
A-4
<PAGE>
SECTION 11
CANCELLATION OF OPTIONS
Except for director stock options granted pursuant to Section 16 hereof
the Committee may, in its sole discretion and with or without cause, cancel
any option to the extent it has not theretofore been exercised. Such
cancellation shall become effective concurrently with the Committee's action.
SECTION 12
AMENDMENTS, SUSPENSION OR DISCONTINUANCE
The Board of Directors may amend, suspend, or discontinue the Plan, but
may not without the prior approval of the stockholders, make any amendment
which operates (a) to abolish the Committee, change the qualification of its
members, or withdraw the administration of the Plan from its supervision, (b)
to make any material change in the class of eligible participants as defined
in the Plan, (c) to increase the total number of shares which may be
purchased on exercise of options granted under the Plan, (d) to increase the
total number of shares which may be purchased by any one participant, (e) to
extend the maximum option period, (f) to decrease the minimum option price,
or (g) to permit adjustments or reductions of the price at which shares may
be purchased under any option granted under the Plan, except in each case as
permitted by the provisions of paragraph (c) of Section 3 above, provided
that the restriction imposed by this clause (g) shall in no way limit the
power to grant more than one option to any individual.
SECTION 13
TERMINATION
This plan shall terminate ten (10) years from the date upon which it is
adopted by the Board of Directors of The Raymond Corporation.
SECTION 14
STOCK APPRECIATION RIGHTS
(a) Any Non-qualified Option or Incentive Stock Option granted under the
Plan may, at the time of such grant, include a stock appreciation right in
the discretion of the Committee. Any such stock appreciation right and the
exercise thereof shall be subject to the general provisions of the Plan
relating to the underlying option, to the provisions of this Section and to
such additional restrictions or conditions as the Committee may impose.
(b) The Committee may include, in conjunction with the grant of an option,
stock appreciation rights covering up to one-half the number of optioned
shares specified in the grant. Subject to any restrictions or conditions
imposed by the Committee, such rights may be exercised by the optionee as to
a number of shares of Common Stock provided in the related option only upon
surrender of the exercisable portion of said option with respect to a like
number of shares of Common Stock.
(c) For each stock appreciation right granted to an optionee, the optionee
upon exercise thereof shall receive cash (subject to applicable withholding
taxes) in an amount equal to the amount, if any, by which the fair market
value at the exercise date of one share of Common Stock exceeds the option
price per share stated in the related underlying option, multiplied by the
number of shares covered by the appreciation rights exercised by the
optionee. The fair market value of the shares shall be determined as provided
in Section 7 of the Plan.
A-5
<PAGE>
(d) The exercise of stock appreciation rights hereunder shall result in a
reduction in an equivalent number of optioned shares available for purchase,
and to such extent the right to purchase such shares shall be deemed
surrendered under the related option.
SECTION 15
WITHHOLDING
(a) There will be deducted from each distribution of stock and/or cash
made under the Plan the amount of tax required by any governmental authority
to be withheld.
(b) The option agreement evidencing any Incentive Stock Option granted
under this Plan shall provide that if the optionee makes a disposition within
the meaning of Section 425(c) of the Internal Revenue Code and the
regulations promulgated thereunder of any share or shares of stock issued to
the optionee pursuant to the exercise of the Incentive Stock Option within
the two year period commencing on the day after the date of grant of such
option or within the one year period commencing on the day after the date of
transfer of the share or shares to the optionee pursuant to the exercise of
such option, the optionee shall within ten (10) days of such disposition
notify the Company thereof and immediately deliver to the Company the amount
of Federal income tax withholding required by law.
SECTION 16
DIRECTOR STOCK OPTIONS
(a) Each director of the Company who is not otherwise an employee of the
Company or any subsidiary shall, on the fourth Wednesday of May following the
director's election at the annual meeting of shareholders commencing with May
1995 and on the fourth Wednesday of each May thereafter during such
directors' term automatically be granted Non-qualified Options to purchase
the Company's Common Stock. The number of shares subject to each such option
shall be equal to (i) the average of all compensation paid to nonemployee
directors, divided by (ii) the fair market value per share of the Company's
Common Stock on the date of grant. The average of nonemployee directors'
compensation shall be determined by dividing the number of nonemployee
directors eligible for director stock options into the aggregate compensation
paid to all nonemployee directors during the Company's preceding fiscal year
for services rendered to the Company as directors (including any deferred
compensation). A director's stock option granted hereunder shall be
exercisable on the date of grant.
(b) Automatic director stock option grants shall only be made if, as of
each date of grant, the director (i) is not otherwise an employee of the
Company or any subsidiary, (ii) has not been an employee of the Company or
any subsidiary for any part of the preceding fiscal year, and (iii) has
served on the Board of Directors continuously since the commencement of the
director's term.
(c) Except as expressly provided in this Section 16, director stock
options shall be subject to the terms and conditions of Section 5 for
Non-qualified Options and in accordance with the Plan.
A-6
<PAGE>
The Raymond Corporation
P. O. Box 130
Greene, New York 13778-0130
--------------------------------
Notice of 1995 Annual Meeting
and
Proxy Statement
---------------------------------
YOUR VOTE
IS IMPORTANT
Please sign and date
your proxy and promptly
return it in the enclosed
envelope.
<PAGE>
|X| Please mark your
votes as in this
example.
The Board of Directors recommends votes FOR:
(1) Election of FOR WITHHELD
Directors | | | |
(see reverse)
For, except as withheld in the space provided below:
----------------------------------------------------
2. Approval of The Raymond FOR AGAINST ABSTAIN
Corporation Stock Option | | | | | |
Plan (1995)
3. The appointment of Ernst | | | | | |
& Young LLP as auditors
for the year 1995.
When a vote is not specified, this Proxy will be voted FOR the election of
directors, FOR items (2) and (3), and in the discretion of the Proxies on
such other matters as may properly come before the meeting.
The undersigned acknowledges receipt with this Proxy of copies of the Notice
of Annual Meeting and Proxy Statement dated March 29, 1995.
SIGNATURE(S)_______________________________________ DATED___________, 1995
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>
THE RAYMOND CORPORATION
PROXY FOR ANNUAL MEETING
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints JAMES F. MATTHEWS, 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 29, 1995 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.
Ross K. Colquhoun
John V. Sponyoe
Lee J. Wolf
Michael O. Womack
To vote in accordance with the Board of Directors' recommendations, just sign
the reverse side; no boxes need to be checked.
<PAGE>
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 29, 1995 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 lot 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 [ ] I am also planning to stay for the
meeting. luncheon following the meeting.
Please make _________ reservations
for me for lunch.
________________________________________________________________________________
Signature of Shareholder
________________________________________________________________________________
Address
________________________________________________________________________________
(THIS IS NOT A PROXY)
<PAGE>
APPENDIX
More Productive Products
Raymond/R/ products are designed to increase productivity and
profitability for our customers. Our focus is to develop better products which
offer the customer ways to reduce costs and increase savings in the
warehousing and distribution environment. More
and more companies are realizing that the ability
to analyze and manage materials handling costs
represents an obvious and valuable opportunity for
savings and profitability.
PICTURE
The patented and proven intellidrive/R/
controls technology from Raymond makes possible
the design of products which are more productive,
maintainable and reliable, and incorporate the
ergonomic benefits so important in today's workplace. Customers can
In addition, the intellidrive control system makes analyze their lift
possible customerization of the products--an ability truck fleet operation
to program the truck to the customer's operation. using the
In addition, guaranteed service plans such as CFPM SMARTi/TM/
(Comprehensive Fixed Price Maintenance) limit the option, the System
customer's operating costs. Management and
Recording Tool for the
intellidrive control
system.
Raymond continues to offer customers more flexibility and productivity in the
reach truck, the flagship of the Raymond product line.
The EASi Reach-Fork/R/ truck, featuring Ergonomically Advanced Systems
with the intellidrive controls technology, can reduce the user's labor costs by
7.5% and increase labor utilization by up to four weeks per year. This
represents an average savings of $2,430 per work shift per year for the
customer. These savings are achieved through use of a simultaneous
function control handle, which saves an average
of seven seconds per work cycle. Faster travel
speeds when loaded and a more productive
control handle add up to measurable savings.
The Reach-Fork truck by Raymond also offers PICTURE
superior capacities to greater heights, a range
of choices that allow the customer to fit the truck
to the application, and upgradeability features
built in. Ergonomic design creates a product that
enables the operator to be more comfortable and
productive.
The EASi Reach-Fork
truck was chosen by
this busy retail
building materials
company for greater
productivity and
operator comfort.
<PAGE>
Customers with busy order picking operations appreciate the advantage of
traveling 7% faster with the intellispeed/TM/ option on the
Raymond/R/ orderpicker. This option maximizes travel speed at any
given height, an important consideration since, typically, at least 50% of
an order picking application is travel. Customers save dollars with a Raymond
orderpicker and reduce their labor costs. Additional productivity advantages
include faster acquisition of the wire in guided applications with the
intelliguide/TM/ wire guidance system and careful attention to
ergonomic design to reduce the risk of repetitive motion disorders. The
orderpicker also can be upgraded to address the changing needs of the
customer's application.
The Swing-Reach/R/ truck by Raymond offers a versatile solution in
operations combining pallet handling and order picking; it is really two trucks
for the price of one. This truck is the most energy efficient of its type and
offers many unique benefits for dual purpose operations. With a Raymond Model
537 truck, customers reduce their labor costs. The Swing-Reach truck travels
8% faster thanks to the intellispeed system. This is especially important,
since typically, 70% of a Swing-Reach truck pallet handling application is
travel. Attention to ergonomics is evident in the design of the
operator's work area and, in particular, in the design of the control
handle. The ability to vary operating stances and positions and the use of
easy-to-read displays providing useful information to the operator are
further evidence of attention
to ergonomic benefits. Since the
Raymond Model 537 turns in 19%
less space, it saves customers
money by reducing the width of
intersecting aisles.
Operators working in demanding
walkie operations have a wide
range of Raymond walkies from
which to choose. The new walkie
handle is angled for the natural,
10 degree position of an
operator's hands, enabling the
operator to use a variety of grips PICTURE
and hand positions. This reduces
the risk of repetitive motion Productivity is critical to this
disorders. Raymond walkies also publishing distribution center, where
feature better load control with dual the EASi Reach-Fork/R/ truck's
lift rams to balance uneven loads labor, space and time savings
and smooth transistor travel control contribute to a more efficient
and coast control. operation.
<PAGE>
Strong Distribution
Distribution of Raymond/R/ branded products in international markets
continues to grow with the expansion of the number of Raymond Dealers
worldwide. Raymond products and services are available throughout North
America and in Australia, Singapore and Israel. Raymond also has appointed
Dealers in Colombia, Costa Rica, Brazil, and Venezuela to further expand
South American distribution.
Raymond Dealers are highly skilled at identifying space savings and
analyzing the materials handling order picking process to recommend
solutions tailored to the customer's specific needs. The Dealerships have
made a commitment to highly-trained salespeople who are graduates of the
D.A.R.T. (Dealer Alliance for Recruiting and Training) Program. This program
prepares salespeople to use state-of-the-art simulation tools and to look for
the best solutions to the unique challenges of each customer's operation.
Maximizing uptime is of paramount concern to our customers. Raymond Dealers
provide continuously trained and factory-certified service technicians to
deliver the best service possible. Quality is also assured through immediate
access to the highest quality O.E.M. parts stocked in Dealer service vans
and in the Dealership's parts inventory. On-line access to the Raymond Parts
Distribution Center in East Syracuse, New York and to all other Raymond
Dealers guarantees that the technician can provide the needed part. The East
Syracuse Parts Distribution facility guarantees 24-hour shipment of
Raymond/R/ parts, using a well-stocked inventory and an efficient
picking system to meet customer needs.
The Dealerships also offer rebuild services to provide expert
reconditioning of Raymond trucks that enable the customer to save money. These
trucks must meet exacting standards to earn the "Raymond Rebuilt" designation.
Raymond Dealers are entrepreneurial individuals committed to growth who
provide immediate service, local involvement in their communities and an
unequaled level of customer support. The collective size and resources of
Raymond and its strong Dealer Network represent a distinct advantage for
our customers.
Raymond and its Dealers have established additional ways to support
customer needs. The CCA (Continuing Customer Audit) Program provides
immediate feedback from customers and ensures the two-way communication so
important in continuous product improvement and exceptional customer service.
Other programs address the needs of key customers who appreciate a national
approach to their purchasing and maintenance requirements.
<PAGE>
Strength in Manufacturing
Not only has Raymond set the world standard in
materials handling equipment design and technology,
but Raymond also is recognized as a leader in
quality manufacturing.
Raymond offers narrow aisle customers the most PICTURE
competitive lead times in the industry. This
represents a challenge to continuously create Continuous improvement
new and more efficient processes in manufacturing. in the assembly process
at Greene (above) has
The Greene manufacturing facility employs the resulted in shorter in-
latest in laser cutting technology to reduce process work times and
production time and costs while delivering a improved quality.
higher quality product. An efficient LAN (Local
Area Network)) enables faster, easier communication not only within the
Greene plant but also with our Brantford manufacturing facility. Work teams
suggest ways to upgrade efficiency in assembly cells and in the stockroom,
while achieving continuous quality improvement in all of the manufacturing
processes.
Raymond/Brantford employs
exacting weld and assembly
techniques through the use
of robotics to enable them
to consistently produce the
highest quality products
while maintaining the
shortest lead times in the
PICTURE narrow aisle lift truck
market. The work force in
Ribbon-cutting Brantford also participates
ceremonies (left) in Employee Involvement
celebrated the Teams. The entire facility
opening of the has been designed to achieve
recent addition improved product flow in what
to the Raymond/ is now a paperless factory.
Brantford plant.
Raymond manufacturing delivers competitive lead times, consistent on-time
delivery and unparalleled product value, both in terms of purchase price and
product quality.
PICTURE
Robotic welding in the Greene manufacturing facility
assures consistency and quality in the production
process.
<PAGE>
Serving More Markets
Raymond is a supplier to a wide range of materials handling markets.
Dockstocker Corporation, a new Raymond subsidiary, was established to
incorporate today's optimum controls technology and ergonomic design into
products designed for the utility truck market. The line of
Dockstocker/TM/ electric counterbalanced trucks and walkies has been
introduced to the North American market through a separate distribution
network of income-dependent salespeople. Dockstocker has set a new
standard in this niche market to ensure that highly trained salespeople will
be dedicated to serving this market. Dockstocker has raised the level of
customer expectations for this type of product.
In the North American market, Raymond also is a manufacturer of narrow aisle
and walkie products for Mitsubishi Caterpillar Forklift America Inc. under
their label; for Caterpillar dealers through a joint venture; of carousels
for Remstar and of a turret
truck for FMC designed for
automated materials
handling operations.
Because of our quality and
reputation for design and
on-time delivery,
Raymond-manufactured
orderpickers and turret trucks PICTURE
have been well accepted in
Europe. These products are
distributed by two of the
largest suppliers in the
European market.
The Dockstocker DSS 350 is designed
for use as a general utility truck
and in busy dock areas. It
features a 3,500 pound capacity,
comfortable padded operator
compartment and displays to provide
the operator with useful information.
<PAGE>
Looking Ahead
Raymond is committed to designing and manufacturing products that set new
standards in productivity to help customers maintain their competitive edge
in warehousing and distribution. These products deliver low cost of
ownership, as well as the reliability and maintainability so important in
today's demanding operations. In setting the world standard for quality and
design, Raymond will continue to provide customers with the best value for
their materials handling investment.
The strength and commitment of Raymond Dealers assures that the services
they provide will deliver the solutions and support Raymond customers have
come to expect.
We have established traditions in the materials handling industry, but are not
bound by them. Accepting the challenge of continuously raising the
expectations of our customers and ourselves will result in increased
profitability for Raymond and for our customers.
PICTURE
Raymond offers a wide variety of products to
meet the demands of each customer's individual
operation, with affordable, productive and
reliable trucks tailored to their needs
"RAYMOND," "REACH-FORK," "SWING-REACH," "INTELLIDRIVE,"
"INTELLIGUIDE," "SMARTI," "INTELLISPEED" and "DOCKSTOCKER"
are trademarks of The Raymond Corporation.
/C/ 1995 The Raymond Corporation. Printed in U.S.A. All Rights Reserved.
<PAGE>
--------------------------------------------------------------------------------
Financial Highlights
1994 1993
---- ----
Annual Data
Total Revenues $229,546,715 $171,949,285
Net Income 9,727,271 5,006,813
Net Income Per Share (Primary) 1.54 .79
Orders Received 243,654,325 181,648,721
Order Backlog 78,119,410 52,296,732
Year End Data
Total Assets 204,375,744 190,748,702
Manufacturing Working Capital 46,617,420 68,825,175
Manufacturing Current Ratio 2.5 to 1 4.4 to 1
Long Term Obligations 70,545,500 81,509,500
Shareholders' Equity 80,999,715 73,052,713
Book Value per Common Share 12.77 11.54
Ratio of Long Term Obligations
to Total Capital .47 to 1 .53 to 1
Number of Shareholders of Record 2,477 2,523
Number of Employees 1,498 1,195
Revenues per Employee 153,235 143,891
--------------------------------------------------------------------------------
Contents
Letter to the Shareholders .......................... 1
Financial Summary: Current and Ten Year ............ 2
Management's Discussion & Analysis ................. 4
Financial Statements ................................ 9
Notes to Financial Statements ....................... 16
Directors' Affiliations and Committees .............. 25
Officers ............................................ 26
Subsidiaries and External Services .................. 26
The Raymond Dealer Network .......................... 27
Form 10-K Availability
A copy of The Raymond Corporation's Annual Report to the Securities and Exchange
Commission (Form 10-K) may be obtained, at no charge to any shareholder, by
writing to:
The Raymond Corporation
Shareholder Relations Dept.
P.O. Box 130
Greene, New York 13778-0130
Notice of Annual Meeting
The Annual Meeting of Shareholders
of The Raymond Corporation
will be held Saturday, April 29, 1995
at 11 a.m. in the Greene Central High School,
South Canal Street, Greene, New York 13778.
<PAGE>
--------------------------------------------------------------------------------
To Our Shareholders
1994 saw a dramatic upswing in the forklift industry. The healthy economy was a
factor, but we believe that pent-up demand was what drove the industry to far
outpace the economy. Your Company enforced strict disciplines upon itself to
ensure that we kept our commitment to acceptable market lead times and
maintained control over our manufacturing costs. Our preparation enabled us to
maximize our market opportunities.
Raymond continues to emphasize research and development and in 1994 introduced
several additional models of the reach truck line, including an upgradeable 24
volt to 36 volt version, a Dockstance option and a four-directional version. As
well, an ergonomically advanced walkie line was introduced. By the end of 1994,
most of the product line incorporated the advanced generations of the
intellidrive/R/ control system. This patented control system has established a
world standard for lift truck controls.
Our performance in quality, on-time delivery and design enabled us to expand our
worldwide alliances and distribution, most notably with two agreements in Europe
and one in North America and expansion of our Dealer organization in Mexico,
South America and Singapore.
In 1995, it is our intention to continue to shorten delivery times for new
product development and, therefore, respond even more quickly to the customer's
changing needs.
Records were set in 1994 in shipments, in orders, in backlog, in profits and in
skills development. These results were achieved by hard work, personal growth
and the total involvement of the work force. Being a leader in our business
engenders pride and carries responsibility. We embrace both as we build a solid
future for The Raymond Corporation and its shareholders.
Ross K. Colquhoun
President and Chief Executive Officer
George G. Raymond, Jr.
Chairman of the Board
<PAGE>
--------------------------------------------------------------------------------
Financial Summary: Current and Ten Year
The Raymond Corporation and Subsidiaries
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Years ended December 31, 1994 1993 1992 1991 1990 1989
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Summary of Operations
Net sales, leasing and rental revenues $ 226,727 $ 169,489 $ 146,662 $ 138,824 $ 145,525 $ 163,541
Other income 2,820 2,460 2,071 1,871 1,823 1,770
---------------------------------------------------------------------
Total revenues 229,547 171,949 148,733 140,695 147,348 165,311
---------------------------------------------------------------------
Cost of sales and rentals 170,831 127,911 109,716 109,180 109,953 130,752
Expenses 36,621 31,282 27,586 28,725 28,930 29,890
Interest expense:
Lease financing 2,192 3,044 3,391 3,590 3,792 3,502
Other 3,950 1,765 1,567 2,032 2,151 2,651
---------------------------------------------------------------------
Total costs and expenses 213,594 164,002 142,260 143,527 144,826 166,795
---------------------------------------------------------------------
15,953 7,947 6,473 (2,832) 2,522 (1,484)
Income tax expense (benefit) 6,428 3,202 2,664 (930) 1,092 (506)
---------------------------------------------------------------------
Income (loss) before equity in earnings of
unconsolidated investees 9,525 4,745 3,809 (1,902) 1,430 (978)
Net equity earnings -- unconsolidated investees 202 262 152 377 503 1,374
---------------------------------------------------------------------
Income (loss) from continuing operations 9,727 5,007 3,961 (1,525) 1,933 396
Income (loss) from discontinued operations _ _ _ _ _ (1,616)
---------------------------------------------------------------------
Net income (loss) $ 9,727 $ 5,007 $ 3,961 $ (1,525) $ 1,933 $ (1,220)
=====================================================================
-------------------------------------------------------------------------------------------------------------------------
Statistical Information*
Per common share:
Income from continuing operations (Primary) $ 1.54 $ .79 $ .63 $ (.24) $ .31 $ .06
Net income (Primary) 1.54 .79 .63 (.24) .31 (.19)
Cash dividends _ _ _ _ _ .33
Book value 12.77 11.54 11.00 10.79 11.02 10.71
Weighted average number of shares outstanding 6,334,983 6,324,647 6,311,200 6,309,643 6,309,475 6,306,363
Cash dividends $ _ $ _ $ _ $ _ $ _ $ 2,117
Order backlog 78,119 52,297 31,919 31,430 29,673 38,442
Net income from continuing operations as % of
total revenues 4.2 2.9 2.7 (1.1) 1.3 .2
Net income as % of average shareholders' equity 12.6 7.0 5.8 (2.2) 2.8 (1.8)
-------------------------------------------------------------------------------------------------------------------------
Financial Position
Working capital $ 58,498 $ 82,917 $ 49,000 $ 31,259 $ 30,535 $ 27,412
Total assets 204,376 190,749 153,844 152,443 153,008 156,672
Long-term obligations 70,546 81,510 47,876 39,128 35,571 31,913
Shareholders' equity 81,000 73,053 69,447 68,099 69,530 67,544
</TABLE>
* Restated for the 1994 5% stock dividend.
<PAGE>
<TABLE>
<CAPTION>
Years ended December 31, 1988 1987 1986 1985 1984
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Summary of Operations
Net sales, leasing and rental revenues $ 151,920 $ 126,011 $ 124,929 $ 115,242 $ 108,782
Other income 1,191 838 1,605 1,604 2,047
-----------------------------------------------------------
Total revenues 153,111 126,849 126,534 116,846 110,829
-----------------------------------------------------------
Cost of sales and rentals 121,224 97,180 92,594 77,530 72,264
Expenses 26,575 25,018 22,510 23,293 20,187
Interest expense:
Lease financing 3,607 3,431 2,489 2,939 2,503
Other 1,400 411 703 628 907
-----------------------------------------------------------
Total costs and expenses 152,806 126,040 118,296 104,390 95,861
-----------------------------------------------------------
305 809 8,238 12,456 14,968
Income tax expense (benefit) (181) (624) 3,201 4,779 5,934
----------------------------------------------------------
Income (loss) before equity in earnings of
unconsolidated investees 486 1,433 5,037 7,677 9,034
Net equity earnings -- unconsolidated investees 943 930 973 556 482
-----------------------------------------------------------
Income (loss) from continuing operations 1,429 2,363 6,010 8,233 9,516
Income (loss) from discontinued operations 282 261 217 (455) 169
-----------------------------------------------------------
Net income (loss) $ 1,711 $ 2,624 $ 6,227 $ 7,778 $ 9,685
===========================================================
----------------------------------------------------------------------------------------------------------------
Statistical Information*
Per common share:
Income from continuing operations (Primary) $ .23 $ .38 $ .96 $ 1.33 $ 1.54
Net income (Primary) .27 .42 .99 1.25 1.57
Cash dividends .45 .45 .45 .45 .43
Book value 11.10 11.08 10.98 10.55 9.89
Weighted average number of shares outstanding 6,293,918 6,287,065 6,265,497 6,203,744 6,164,336
Cash dividends $ 2,821 $ 2,815 $ 2,796 $ 2,760 $ 2,647
Order backlog 46,427 42,655 33,157 40,050 26,110
Net income from continuing operations as % of
total revenues .9 1.9 4.7 7.0 8.6
Net income as % of average shareholders' equity 2.5 3.8 9.3 12.3 16.9
----------------------------------------------------------------------------------------------------------------
Financial Position
Working capital $ 41,268 $ 53,807 $ 46,107 $ 45,006 $ 52,419
Total assets 169,476 156,684 128,129 130,085 117,169
Long-term obligations 36,428 39,943 24,462 30,969 25,739
Shareholders' equity 69,803 69,616 68,828 65,471 60,962
* Restated for the 1994 5% stock dividend.
</TABLE>
<PAGE>
--------------------------------------------------------------------------------
Management's Discussion and Analysis of
Financial Condition and Results of Operations
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
equipment. Revenues are realized predominantly through its North American Dealer
Network although the Company has expanded in both the domestic and international
markets 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.
Products produced at the U.S. and Canadian manufacturing facilities are
determined by model type; the U.S. facility produces a wide variety of products,
including some custom-made materials handling equipment, while the Canadian
facility specializes in high volume models that require minimal customization.
The major revenue categories are shown below:
Percentage of Total Revenues 1994 1993 1992
----------------------------------------------------
Narrow and very narrow
aisle applications 57% 53% 51%
All other applications 20% 22% 21%
Repair and replacement parts 17% 18% 20%
Leasing and rentals 5% 6% 7%
Other income 1% 1% 1%
Net Sales
In 1994, net sales were a record $217.8 million, an increase of approximately
$56.5 million or 35.1% from the previous record set in 1993. Net sales in 1993
were $161.3 million, up approximately $23.5 million or 17.0% from the 1992 level
of $137.8 million.
The substantial growth in net sales in 1994 reflects the overall growth in the
North American lift truck market as well as the Company's increased efforts to
expand distribution into different markets. The Company maintained its
significant market share through sales to its North American Dealer Network as a
result of the continued success of its new products with the intellidrive/R/
controls technology and increased sales efforts through D.A.R.T. (the Dealer
Alliance for Recruiting and Training). D.A.R.T. is Raymond's program to increase
and improve the sales force at the Dealership level. Other major increases in
revenue were attained through the National Accounts program and sales to
Material Handling Associates, Inc. (M.H.A.). The National Accounts program,
working in coordination with the Dealer Network, offers selected large customers
single source coordination of their materials handling equipment and service
needs. M.H.A. is the Company's 50% owned joint venture company with Mitsubishi
Caterpillar Forklift America Inc., which distributes equipment manufactured by
Raymond through the Caterpillar distribution network. Sales of repair and
replacement parts and sales resulting from other O.E.M. agreements, including
two for European distribution of products manufactured by Raymond, also
contributed to the increase in net sales in 1994.
The increase in net sales in 1993 resulted primarily from increased unit sales
through the Company's various distribution channels including the North American
Dealer Network, the National Accounts program and M.H.A. Continued market
acceptance of new products enabled the Company to increase its market share in
1993.
Rental Revenues
Rental revenues were $1.9, $1.6 and $1.4 million in 1994, 1993 and 1992,
respectively. Rental revenues were up in 1994 as a result of improved rental
fleet utilization due to increased demand. The increase in 1993 reflects rental
revenues recognized from a new National Accounts customer.
<PAGE>
Lease Finance Revenues
Lease finance revenues increased by approximately $0.3 million or 5.6% to $7.0
million in 1994. In 1993, lease finance revenues decreased by $0.7 million or
10.4% to $6.7 million as compared to the $7.4 million recognized in 1992. The
increased revenues in 1994 primarily reflect the record level of leases booked
as a result of record sales levels attained by The Raymond Corporation. In
conjunction with rising interest rates, Raymond Leasing Corporation increased
its lease rates to customers in the Fall of 1994 although this will not
significantly impact revenues until 1995.
The decline in revenues in 1993 reflected the reduced effective interest rate of
the lease portfolio. Although the net 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.
Other Income
Other income was $2.8, $2.5, and $2.1 million in 1994, 1993 and 1992,
respectively. The primary components of other income during these years were
interest income, foreign currency exchange gains, license and royalty fees, and
facility rental income. Increased interest income was earned in 1994 on the
remaining proceeds of the $57.5 million of 6 1/2% convertible debentures issued
in December 1993. The additional other income recognized in 1993 was primarily
the result of fees from a new license agreement.
Cost of Sales
Cost of sales as a percentage of net sales was 77.6%, 78.2% and 78.3% in 1994,
1993 and 1992, respectively. Cost of sales as a percentage of net sales in 1994
was favorably impacted by reduced warranty expenses as a result of more products
incorporating the reliable intellidrive/R/ technology and reduced products
liability costs. In addition, lower manufacturing costs for the Company's
products were achieved through continuing research and development efforts and
improved manufacturing processes as well as increased shipment levels that
permitted fixed overhead costs to be allocated over a larger shipment base.
These cost reductions have enabled the Company to attain an overall improved
cost of sales percentage as sales through the National Accounts program, M.H.A.
and O.E.M. arrangements have increased.
An overall decrease in the cost of sales percentage realized for unit sales in
1993 was partially offset by the fact that as a result of increased unit sales,
the higher margin replacement parts sales constituted a smaller percentage of
total sales. Also, increased expenditures were incurred in 1993 versus 1992 for
the disposition of products liability litigation.
Cost of Rentals
Cost of rentals, which consist primarily of depreciation and maintenance, was
approximately $1.8 million for each of the three years ending December 31, 1994.
Raymond Leasing Corporation has been able to utilize the increased demand for
used equipment as a means to maintain rental fleet equipment at a reasonable
level.
Selling, General and Administrative
Expenses
Selling, general and administrative expenses of $28.5, $26.0 and $22.7 million
were 12.4%, 15.1% and 15.3% of total revenues in 1994, 1993 and 1992,
respectively. The dollar level increase in 1994 resulted primarily from
supporting the increased sales volume, including increased marketing costs
associated with Raymond's continued new product introductions, and increased
benefit accruals including costs associated with stock appreciation rights.
However, the Company's continued efforts to contain costs and focus its
resources have enabled it to continue to reduce selling, general and
administrative costs as a percentage of total revenues.
The increase in expenses in 1993 resulted primarily from expanded engineering
and research and development activities associated with product development and
increased sales expenses incurred to support the increased sales volume.
Effective January 1, 1993 the Company adopted the provisions of Statement of
Financial Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions." This Statement requires the costs
of providing such benefits to be accrued as they are earned. Amortization of the
transition obligation associated with this Statement will be approximately $0.2
million per year through the year 2012.
<PAGE>
Interest Expense
Interest expense related to lease financing is reported net of charges on
intercompany borrowings. Lease finance interest expense of $2.2, $3.0 and $3.4
million represented 31.1%, 45.7% and 45.6% of lease finance revenues in 1994,
1993 and 1992, respectively. The significant decrease in 1994 reflects the fact
that the growth in the lease portfolio was financed with funds from The Raymond
Corporation, including proceeds from the convertible debentures issued in
December 1993, as opposed to external borrowings by Raymond Leasing Corporation.
The decrease in interest expense in 1993 was the result of a decline in average
borrowings.
Other interest expense incurred by the manufacturing divisions was $4.0, $1.8
and $1.6 million in 1994, 1993 and 1992, respectively. The increase in 1994
reflects the increased borrowings attributable to the issuance of convertible
debentures in December 1993. The effect of the increased interest expense was
minimized by increased investment income earned on the remaining proceeds of the
debentures.
Other Expenses
Other expenses were $5.2, $4.0 and $4.3 million, or 2.3%, 2.3% and 2.9% of total
revenues, in 1994, 1993 and 1992, respectively. The primary components of other
expenses are cash discounts paid to Dealers for the timely payments of invoices
and the provision for losses on accounts and leases receivable. The 1993
decrease reflects a reduction in bad debt charges which was partially offset by
the increased amortization of loan expenses associated with the early repayment
of debt obligations.
The increased provisions for profit sharing reflect the increased profitability
of the Company.
Income Tax Expense
Federal, state and foreign income taxes of $6.4 million in 1994 and $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%. 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. Note L to the consolidated financial statements shows the detail
components of the effective tax rate. Valuation allowances have not been
required for reported deferred tax assets and the Company is not aware of any
circumstances that would require cash payments to significantly exceed income
tax expense during the next three years.
The Company had previously adopted the liability method of accounting for income
taxes; therefore, 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.
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 and M.H.A.
The Company's net equity in earnings of unconsolidated investees has remained
relatively consistent at $0.2, $0.3 and $0.2 million in 1994, 1993 and 1992,
respectively.
The Company views its Dealer Network as critical to the successful distribution
of its products and has therefore continued to provide investments in and
financing to certain Dealerships to accommodate ownership transitions and enable
them to invest in the salespeople, training and other resources necessary to
increase their market share and profitability. Additional advances and
investments of approximately $3.3 and $6.2 million were made to unconsolidated
investees in 1994 and 1993, respectively.
Liquidity and Sources of Capital
The Company's manufacturing working capital was $46.6 million at December 31,
1994 and its ratio of manufacturing current assets to manufacturing current
liabilities was 2.5 to 1.0. Financial Services total external debt was a
conservative 28.5% of the net investment in leases at December 31, 1994.
The Company used $7.3 million for operating activities in 1994, an increase of
approximately $5.8 million from the $1.5 million used in 1993. Cash and cash
equivalents available at the beginning of the year as well as internally
generated cash in 1994, primarily from net income and changes in working capital
components, was used to fund the $21.4 million of additions to the lease
portfolio. Cash used for investing activities was $7.9 million in 1994 and
included $4.6 million of additions to property, plant and equipment and $3.3
million of investments in, and advances to, unconsolidated investees. Cash flows
from financing activities in 1994 reflected not only normal debt repayments but
available funds enabled the Company to make an accelerated payment of $2.9
million on outstanding debt in order to reduce interest costs.
<PAGE>
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 was primarily attributable to increases in accounts receivable and
the investment in leases which reflected 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
reflected increased capital expenditures incurred to upgrade the manufacturing
and distribution facilities, increased investment in unconsolidated investees
and proceeds received from the sale of an unused facility. Cash provided by
financing activities reflected the issuance of long-term debt including $57.5
million of convertible debentures. Approximately $27.0 million of the proceeds
was used to repay existing indebtedness.
Maintaining a sound and flexible financial structure through conservative
financial strategies continues to be a high priority for The Raymond
Corporation. In March 1994, the Board of Directors declared a 5% stock dividend
on the Company's common stock payable to shareholders of record as of March 31,
1994. All appropriate per share data and the weighted average shares outstanding
have been restated in the consolidated financial statements to reflect this
dividend. 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 cash
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 1994. At
December 31, 1994, the Company and its subsidiaries had unused lines of credit
of $37.1 million. Existing formal lines of credit totaling approximately $21.6
million, of which $3.0 million is currently outstanding, may be converted into
long-term debt at the option of the Company and/or Raymond Leasing Corporation.
These credit facilities will enable Raymond Leasing Corporation to obtain the
external funds necessary to repay intercompany borrowings with The Raymond
Corporation as the manufacturing divisions require additional cash.
As discussed in Note H 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 cash 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 plans to increase its level of capital expenditures over the
next two years to continue to upgrade its manufacturing facilities, especially
the Greene, New York facility which is scheduled to obtain new manufacturing
equipment and a modern paint system that will significantly upgrade the
technology of the plant and also increase its efficiency. The expenditures will
be funded by a combination of internally generated resources and existing
credit facilities.
Changing Price Levels
To the extent permitted by competition in general, the Company recovers
increased costs by increasing selling prices over time. As a result of intense
price competition, the Company has not realized any significant growth in
revenues from increased selling prices during the past three years. However,
aggregate unit price increases of approximately 3 1/2% were announced in
December 1994. Cost containment, technological improvements, and improved
manufacturing methods continue to be emphasized as a means to improve product
margins.
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 36% 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.
<PAGE>
Contingencies
The Company is currently defending approximately 70 products liability and
similar lawsuits involving industrial accidents. The number of outstanding
lawsuits has decreased by approximately ten from a year ago but 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.
The Company is also one of sixteen 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.
Outlook
Orders received in 1994 were a record $243.7 million, an increase of
approximately $62.1 million or 34.1% from the orders received in 1993. In 1993,
the previous record for orders received was established at $181.6 million, an
increase of $43.3 million or 31.3% from the orders received in the previous
year.
At December 31, 1994, the Company's order backlog (unfilled new equipment
orders) of $78.1 million was also a record and up $25.8 million or 49.4% when
compared with the $52.3 million reported a year ago. Although the Company
participates in what is known as a cyclical industry, the existing backlog and
the current order entry rate provide a solid foundation for the upcoming year.
The Company intends to focus in the future on continued product development,
cost containment and improvements in the manufacturing processes, enhanced
distribution and increased participation in domestic and international markets
through distribution and O.E.M. supply agreements.
As part of this strategy, Dockstocker Corporation, a wholly-owned subsidiary of
The Raymond Corporation, was formed in 1994. This Corporation will utilize the
resources of The Raymond Corporation to create a line of products designed for
work in loading and shipping dock areas, a market segment not specifically
targeted by the Company previously.
<PAGE>
--------------------------------------------------------------------------------
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.
The control environment is complimented by an internal audit program that
independently assesses the effectiveness of the internal controls and reports
its findings to management throughout the year.
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, 1994.
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. The independent and
internal auditors have unrestricted access to the Committee with or without
management in attendance.
Greene, New York
February 10, 1995
/s/ William B. Lynn
------------------
William B. Lynn
Executive Vice President
/s/ Ross K. Colquhoun
---------------------
Ross K. Colquhoun
President and
Chief Executive Officer
--------------------------------------------------------------------------------
Report of Ernst & Young LLP 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, 1994, 1993, and 1992, and the
related consolidated statements of income, shareholders' equity, and cash flows
for each of the three years in the period ended December 31, 1994. 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, 1994, 1993, and 1992, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1994, in conformity with generally
accepted accounting principles.
As discussed in Notes A, J, and L to the financial statements, in 1993 the
Company changed its method of accounting for income taxes and postretirement
benefits other than pensions.
/s/ Ernst & Young LLP
---------------------
Syracuse, New York
February 10, 1995
<PAGE>
--------------------------------------------------------------------------------
Consolidated Balance Sheets
The Raymond Corporation and Subsidiaries
<TABLE>
<CAPTION>
December 31, 1994 1993 1992
----------------------------------------------------------------------------------------------------------------
Assets
Manufacturing
<S> <C> <C> <C>
Cash and cash equivalents (Note A) $ 5,351,161 $ 28,642,434 $ 4,938,579
Accounts receivable:
Trade, net of allowances ($986,093 in 1994; $658,573 in
1993 and $281,374 in 1992) 20,777,505 15,331,213 11,748,106
Unconsolidated investees 12,132,856 10,783,692 9,123,915
Inventories (Notes A and B) 30,911,341 25,603,622 26,329,151
Deferred income taxes* (Notes A and L) 3,764,243 4,019,935 3,027,466
Prepaid expenses and other current assets 4,656,816 4,943,612 3,049,295
------------------------------------------
Total Manufacturing Current Assets 77,593,922 89,324,508 58,216,512
Investments in and advances to unconsolidated investees, at equity
(Notes A and C) 16,666,728 14,211,982 8,866,718
Property, plant and equipment, at cost (Notes A and D) 46,896,174 43,598,993 46,253,898
Less accumulated depreciation 29,947,379 28,229,772 28,134,794
------------------------------------------
Net property, plant and equipment 16,948,795 15,369,221 18,119,104
Other assets 5,775,276 5,502,334 4,018,860
------------------------------------------
Total Manufacturing Assets 116,984,721 124,408,045 89,221,194
------------------------------------------
Financial Services
Cash and cash equivalents (Note A) 72,302 12,054 27,166
Investment in leases; net of unearned lease income;
net of allowances for doubtful contracts ($1,228,788 in 1994;
$1,069,167 in 1993 and $958,053 in 1992) (Note E) 84,724,886 63,820,909 61,917,637
Property, plant and equipment, at cost (Notes A and D) 234,712 196,832 184,688
Less accumulated depreciation 162,654 147,770 132,988
------------------------------------------
Net property, plant and equipment 72,058 49,062 51,700
Rental equipment, at cost (Note A) 4,327,691 4,785,307 5,047,196
Less accumulated depreciation 2,004,464 2,547,980 2,720,718
------------------------------------------
Net rental equipment 2,323,227 2,237,327 2,326,478
Other assets 198,550 221,305 299,490
------------------------------------------
Total Financial Services Assets 87,391,023 66,340,657 64,622,471
------------------------------------------
Total Assets $204,375,744 $190,748,702 $153,843,665
==========================================
</TABLE>
*Includes Manufacturing and Financial Services
The accompanying notes are a part of the financial statements.
<PAGE>
<TABLE>
<CAPTION>
December 31, 1994 1993 1992
----------------------------------------------------------------------------------------------------------------
Liabilities and Shareholders' Equity
Manufacturing
<S> <C> <C> <C>
Current portion of long-term debt (Note H) $ _ $ _ $ 505,783
Accounts payable 14,194,244 8,879,845 9,433,606
Accrued liabilities (Notes A and K) 16,782,258 11,619,488 8,954,669
------------------------------------------
Total Manufacturing Current Liabilities 30,976,502 20,499,333 18,894,058
Long-term debt (Note H) 57,500,000 57,500,000 19,996,776
Deferred income taxes* (Notes A and L) 4,184,235 4,236,268 4,376,486
Deferred compensation 2,140,912 1,578,123 1,718,711
Other liabilities (Note J) 386,408 194,174 _
------------------------------------------
Total Manufacturing Liabilities 95,188,057 84,007,898 44,986,031
------------------------------------------
Financial Services
Accounts Payable 767,205 57,409 30,856
Income taxes* (Note L) 2,230,445 663,565 1,428,927
Accrued liabilities (Notes A and K) 1,037,822 850,617 759,524
Notes payable _ banks (Note H) 6,437,500 4,687,500 2,000,000
Notes payable _ insurance companies (Note H) 17,715,000 27,429,000 35,191,000
------------------------------------------
Total Financial Services Liabilities 28,187,972 33,688,091 39,410,307
------------------------------------------
Shareholders' Equity
Common stock, $1.50 par value: authorized 15,000,000 shares;
(6,364,221 issued in 1994; 6,048,577 issued in 1993;
6,018,964 issued in 1992) 9,546,332 9,072,866 9,028,446
Capital surplus 12,712,723 7,699,014 7,721,560
Retained earnings (Notes H and L) 62,566,473 58,213,804 53,206,991
Cumulative translation adjustments (3,515,662) (1,620,658) (432,469)
------------------------------------------
81,309,866 73,365,026 69,524,528
Less:
Treasury stock, at cost, (21,049 shares in 1994; 20,186 shares
in 1993 and 6,936 shares in 1992) 310,151 312,313 77,201
------------------------------------------
Total Shareholders' Equity 80,999,715 73,052,713 69,447,327
------------------------------------------
Commitments and contingencies (Notes H and N)
Total Liabilities and Shareholders' Equity $204,375,744 $190,748,702 $153,843,665
==========================================
</TABLE>
*Includes Manufacturing and Financial Services
The accompanying notes are a part of the financial statements.
<PAGE>
--------------------------------------------------------------------------------
Consolidated Statements of Income
The Raymond Corporation and Subsidiaries
<TABLE>
<CAPTION>
Years ended December 31, 1994 1993 1992
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenues (Note A)
Net sales $217,831,647 $161,271,284 $137,819,776
Rental revenues 1,857,128 1,553,468 1,405,486
Lease finance revenues 7,038,222 6,664,795 7,436,764
Other income 2,819,718 2,459,738 2,071,326
--------------------------------------------
Total Revenues 229,546,715 171,949,285 148,733,352
--------------------------------------------
Costs and Expenses (Note A)
Cost of sales 169,071,126 126,133,017 107,956,179
Cost of rentals 1,759,701 1,778,263 1,759,712
Selling, general and administrative expenses 28,479,497 26,029,624 22,705,684
Employees' profit sharing 2,907,251 1,293,111 582,171
Interest expense:
Lease financing 2,191,684 3,043,764 3,391,054
Other 3,950,452 1,765,391 1,567,336
Other expenses 5,233,695 3,959,112 4,298,212
--------------------------------------------
Total Costs and Expenses 213,593,406 164,002,282 142,260,348
--------------------------------------------
Income before taxes and equity in earnings of
unconsolidated investees 15,953,309 7,947,003 6,473,004
Income tax expense (Notes A and L) 6,427,672 3,201,656 2,664,212
--------------------------------------------
Income before equity in earnings of unconsolidated investees 9,525,637 4,745,347 3,808,792
Net equity in earnings of unconsolidated investees (Note A) 201,634 261,466 152,214
--------------------------------------------
Net Income $ 9,727,271 $ 5,006,813 $ 3,961,006
============================================
Net Income Per Share (Note A):
Primary $ 1.54 $ .79 $ .63
============================================
Fully Diluted $ 1.26 $ .79 $ .63
============================================
</TABLE>
The accompanying notes are a part of the financial statements.
<PAGE>
--------------------------------------------------------------------------------
Consolidated Statements of Shareholders' Equity
The Raymond Corporation and Subsidiaries
Years ended December 31, 1994, 1993 and 1992
<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, 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
Net income 9,727,271 9,727,271
Issuance of 302,429 shares
for stock dividend 453,643 4,914,472 (5,374,602) (6,487)
Issuance of 13,215 shares under
stock option plan 19,823 98,672 118,495
Treasury shares (146) issued 565 2,162 2,727
Currency translation adjustments
(Note A) (1,895,004) (1,895,004)
--------------------------------------------------------------------------------------------------------------------
Balance December 31, 1994 $9,546,332 $12,712,723 $62,566,473 $(3,515,662) $ (310,151) $80,999,715
====================================================================================================================
</TABLE>
The accompanying notes are a part of the financial statements.
<PAGE>
--------------------------------------------------------------------------------
Consolidated Statements of Cash Flows
The Raymond Corporation and Subsidiaries
<TABLE>
<CAPTION>
Years ended December 31, 1994 1993 1992
<S> <C> <C> <C>
---------------------------------------------------------------------------------------------------------------------
Cash Flows from Operating Activities
Net income $ 9,727,271 $ 5,006,813 $ 3,961,006
Adjustments to reconcile net income to net cash (used for) provided
by operating activities:
Depreciation and amortization 4,007,881 4,299,298 4,194,853
Provision for losses on accounts receivable and investment
in leases 1,079,908 646,984 1,200,229
Earnings of unconsolidated investees, net of dividends received (93,665) 420,742 1,326,444
Foreign currency transaction gains (607,762) (553,990) (775,131)
Acquisition of rental equipment (1,956,104) (1,622,984) (1,034,249)
Gains on dispositions of rental equipment (672,190) (431,732) (365,156)
Proceeds from rental fleet sales 1,625,456 1,223,770 1,385,003
Losses on sales of property, plant and equipment 1,398 14,220 9,147
Deferred income taxes 238,732 (1,043,452) (435,373)
Other items, net 1,317,953 (1,249,311) (479,839)
Changes in operating assets and liabilities:
Increase in accounts receivable (7,476,834) (5,577,777) (2,007,046)
(Increase) decrease in investment in leases (21,366,477) (2,259,268) 1,111,066
Increase in inventories and prepaid expenses (6,258,217) (1,923,215) (4,134,995)
Increase in accounts payable and accrued expenses 13,114,995 1,505,703 5,050,744
----------------------------------------------
Net cash (used for) provided by operating activities (7,317,655) (1,544,199) 9,006,703
----------------------------------------------
Cash Flows from Investing Activities
Additions to property, plant and equipment (4,596,668) (3,256,949) (1,532,384)
Proceeds received from sales of property, plant and equipment 11,666 3,179,397 27,548
Investment in, and advances to, unconsolidated investees (3,293,143) (6,197,830) 380,233
----------------------------------------------
Net cash used for investing activities (7,878,145) (6,275,382) (1,124,603)
----------------------------------------------
</TABLE>
The accompanying notes are a part of the financial statements.
<PAGE>
<TABLE>
<CAPTION>
1994 1993 1992
<S> <C> <C> <C>
---------------------------------------------------------------------------------------------------------------------
Cash Flows from Financing Activities
Net additional borrowings (repayments) under lines of credit 3,000,000 (2,000,000) (13,082,727)
Proceeds from long-term debt _ 83,500,000 18,579,884
Repayment of long-term debt (10,964,000) (49,580,318) (10,339,026)
Repayment of capital leases _ _ (618,572)
Cash dividends paid _ _ _
Capital stock transactions, net 121,222 (213,238) 22,539
----------------------------------------------
Net cash (used for) provided by financing activities (7,842,778) 31,706,444 (5,437,902)
----------------------------------------------
Effect of foreign currency rate fluctuations on cash
and cash equivalents (192,447) (198,120) (223,387)
----------------------------------------------
(Decrease) increase in cash and cash equivalents (23,231,025) 23,688,743 2,220,811
Cash and cash equivalents at January 1, 28,654,488 4,965,745 2,744,934
----------------------------------------------
Cash and cash equivalents at December 31, 5,423,463 $ 28,654,488 $ 4,965,745
==============================================
Cash and cash equivalents is comprised of:
Manufacturing $ 5,351,161 $ 28,642,434 $ 4,938,579
Financial Services 72,302 12,054 27,166
----------------------------------------------
$ 5,423,463 $ 28,654,488 $ 4,965,745
==============================================
1994 1993 1992
---------------------------------------------------------------------------------------------------------------------
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Income taxes, net of refunds $ 5,332,402 $ 5,095,707 $ 1,411,326
Interest 6,570,979 4,604,088 5,013,590
</TABLE>
The accompanying notes are a part of the financial statements.
<PAGE>
--------------------------------------------------------------------------------
Notes to Financial Statements
The Raymond Corporation and Subsidiaries
Years Ended December 31, 1994, 1993 and 1992
--------------------------------------------------------------------------------
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 $608,000, $554,000 and $775,000
in 1994, 1993 and 1992, respectively.
Earnings of consolidated foreign companies were $7,100,000, $4,000,000 and
$3,000,000 in 1994, 1993 and 1992, 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 $3,805,000, $28,183,000 and $6,745,000 at December 31, 1994, 1993
and 1992, respectively.
(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, 1994, R.H.E. Ltd. had
forward contracts for $11,850,000 which mature in increments ranging from
$1,000,000 to $2,850,000 on a monthly basis through June 1995. 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 at December 31, 1994.
(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 had previously adopted the liability method of
accounting for income taxes; therefore 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.
The Company considers the undistributed earnings of its foreign subsidiaries at
December 31, 1994 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. Financial Services interest expense is reported net of
charges on inter-company borrowings. 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 $89,804,000, $68,631,000
and $59,302,000 in 1994, 1993 and 1992, respectively.
<PAGE>
(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: The Company uses a combination of self-insured
retention and insurance coverage for products liability, workers' compensation
and certain health insurance plans in the U.S.
(11) Research and Development Costs: Research and development costs are charged
to expense as incurred and amounted to $3,958,000 in 1994, $4,251,000 in 1993
and $2,557,000 in 1992.
(12) Postretirement Benefits: Effective January 1, 1993 the Company adopted the
provisions of Statement of Financial Accounting Standards No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions."
(13) Stock Dividend: On March 5, 1994, the Board of Directors declared a 5%
stock dividend on the Company's common stock payable to shareholders of record
as of March 31, 1994. All appropriate per share data and weighted average shares
outstanding have been restated to reflect this dividend.
<PAGE>
(14) Per Share Amounts: Primary net income per share is computed by dividing net
income by the weighted average number of shares outstanding (1994 - 6,334,983;
1993 - 6,324,647; and 1992 - 6,311,200). Dilution that could result from the
assumed exercise of stock options is not material. Fully diluted net income per
share for 1994 is computed by dividing net income plus after tax interest
incurred on the convertible debentures by the weighted average number of common
shares outstanding after giving effect to dilutive stock options and shares
assumed to be issued on conversion of the convertible debentures (9,650,880).
Reported fully diluted and primary net income per share are the same for 1993
and 1992 as dilution from the assumed conversion of the convertible debentures
issued on December 15, 1993 and the exercise of stock options was not material.
(15) Reclassification: Certain amounts in the financial statements and footnotes
for 1993 and 1992 have been reclassified to conform to the 1994 presentation.
--------------------------------------------------------------------------------
B. Inventories
The composition of inventories at December 31 was:
1994 1993 1992
------------------------------------------------------------
Materials $10,310,528 $ 9,197,663 $ 8,853,533
Work in
process 18,900,886 15,617,577 16,112,385
Finished
goods 1,699,927 788,382 1,363,233
--------------------------------------------
$30,911,341 $25,603,622 $26,329,151
============================================
--------------------------------------------------------------------------------
C. Unconsolidated Investees
Investments in and advances to unconsolidated investees at equity are summarized
as follows at December 31:
1994 1993 1992
------------------------------------------------------------
G.N. Johnston Equipment Co. Ltd.
(A Canadian distributor 45% owned by R.H.E. Ltd.):
Investment* $ 4,661,301 $ 4,596,936 $ 5,079,872
Advances 3,109,398 679,860 _
--------------------------------------------
7,770,699 5,276,796 5,079,872
Other unconsolidated investees (U.S. Dealers) at
various percentages of ownership:
Investments* 3,910,726 4,095,186 3,170,020
Advances 4,985,303 4,840,000 616,826
--------------------------------------------
8,896,029 8,935,186 3,786,846
--------------------------------------------
$16,666,728 $14,211,982 $ 8,866,718
============================================
*Investments are stated at cost, plus equity in subsequent earnings, net of
dividends.
At December 31, 1994, consolidated retained earnings included $5.2 million of
undistributed earnings of the Company's unconsolidated investees.
Fifty-five percent of the common shares of G.N. Johnston Equipment Co. Ltd. and
various percentages of the other unconsolidated investees are controlled by
their management. Upon death or termination of 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 unconsolidated investees also include Material Handling Associates, Inc.
(M.H.A.), a 50% owned joint venture company that was formed in 1991 with
Mitsubishi Caterpillar Forklift America, Inc. The Company's minimal financial
investment in this joint venture has no carrying value as a result of the
initial costs incurred by M.H.A. to develop and market its products.
<PAGE>
The following is summarized financial information for the unconsolidated
investees:
(in Thousands) 1994 1993 1992
----------------------------------------------------------------------
Revenues $225,175 $173,300 $150,772
Gross margin 41,901 36,026 32,856
Net income (loss) 1,634 152 (2,325)
Current assets 55,215 47,114 42,351
Noncurrent assets 24,304 20,855 19,901
Current liabilities 39,373 36,865 34,801
Noncurrent liabilities 22,897 14,875 11,229
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 Standards No. 94,
"Consolidation of All Majority Owned Subsidiaries":
(in Thousands) 1994 1993 1992
-----------------------------------------------------------------------
Revenues $ 10,521 $ 9,462 $ 10,227
Gross margin 4,602 3,736 3,944
Net income 1,956 1,522 1,417
Total assets 87,510 66,354 65,467
Total liabilities 59,380 40,181 40,816
-----------------------------------------------------------------------
D. Property, Plant and Equipment
The composition of property, plant and equipment for Manufacturing and Financial
Services at December 31 was:
1994 1993 1992
-----------------------------------------------------------------------
Land $ 323,122 $ 317,972 $ 1,069,365
Buildings and
building
equipment 15,981,305 15,494,005 18,511,080
Machinery,
equipment
and tools 23,332,235 21,183,254 20,163,465
Furniture and
fixtures 7,494,224 6,800,594 6,694,676
-------------------------------------------
$47,130,886 $43,795,825 $46,438,586
===========================================
<PAGE>
--------------------------------------------------------------------------------
E. Net Investment in Leases
The Raymond Leasing Corporation leases Raymond/R/ equipment to customers and its
Dealers, including equity investees, 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 $19,444,000, $15,367,000 and $14,906,000 at December 31, 1994, 1993 and 1992,
respectively. Unearned lease income on fixed rate leases totaled $14,171,000,
$10,001,000 and $10,473,000 at December 31, 1994, 1993 and 1992, respectively.
At December 31, 1994 future minimum lease payments to be received are as
follows:
Year
----------------------------------------------------------
1995 $29,639,818
1996 20,693,854
1997 15,157,766
1998 9,440,157
1999 4,171,294
Thereafter 349,073
-----------
Total future minimum lease payments 79,451,962
Residual values 19,443,587
-----------
98,895,549
Less unearned income 14,170,663
-----------
$84,724,886
===========
--------------------------------------------------------------------------------
F. Fair Value of Financial Instruments
The carrying amounts and fair value of significant financial instruments at
December 31 were as follows:
(in Thousands)
--------------------------------------------------------
1994 Carrying Amount Fair Value
---- --------------- ----------
Investment in leases $ 84,725 $ 82,737
Manufacturing debt 57,500 64,400
Financial Services debt 24,153 24,276
1993
----
Investment in leases $ 63,821 $ 63,614
Manufacturing debt 57,500 58,938
Financial Services debt 32,117 33,452
1992
----
Investment in leases $ 61,918 $ 62,444
Manufacturing debt 20,503 20,440
Financial Services debt 37,191 37,250
The carrying value of cash and cash equivalents approximates fair value because
of the short-term maturities of these instruments.
The fair value of the investment in leases is estimated by discounting future
cash flows, using current interest rates at which similar leases would be
entered into with borrowers with similar credit ratings and maturities.
The fair value of the Company's Manufacturing debt is estimated based on the
quoted market price.
The fair value of Financial Services debt is estimated using discounted cash
flow analyses, based on current rates offered to the Company for similar types
of borrowing arrangements.
The fair value of foreign currency exchange agreements is not significant due to
their short-term maturities and the fact that the outstanding agreements were
purchased near year-end.
<PAGE>
--------------------------------------------------------------------------------
G. Stock Options
The shareholders of the Company have approved stock option plans for officers,
directors and key employees. At December 31, 1994, there are 73,398 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 was as follows (the stock option data
for 1993 and 1992 has been restated to reflect the effects of the 1994 5% stock
dividend):
Outstanding Options
Options Price Range Exercisable
---------------------------------------------------
1994 395,475 $ 8.04 - $20.24 320,030
1993 338,705 8.04 - 20.24 258,002
1992 398,631 8.04 - 20.24 298,972
Options exercised in these plans are summarized as follows:
Options
Exercised Price Range
---------------------------------------------------
1994 18,680 $ 8.04 - $16.42
1993 133,599 8.04 - 16.63
1992 13,286 9.41 - 9.52
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:
1994 - 342,742, 1993 - 287,504, 1992 - 356,208. 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>
--------------------------------------------------------------------------------
H. Debt Obligations
<TABLE>
<CAPTION>
1994 1993 1992
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Manufacturing Long-Term Debt
Senior Debt
Various notes, repaid in 1993 $ _ $ _ $20,502,559
Subordinated Debt
6.50% convertible debentures due December 15, 2003. Interest is
payable semi-annually 57,500,000 57,500,000 _
--------------------------------------------
Total Long-Term Debt 57,500,000 57,500,000 20,502,559
Less Current Portion _ _ 505,783
-------------------------------------------
Manufacturing Long-Term Portion of Debt $57,500,000 $57,500,000 $19,996,776
===========================================
Financial Services Debt
Short-term borrowings under lines of credit at variable interest rates
(7.00% in 1994 and 6.38% in 1992) $ 3,000,000 $ _ $ 2,000,000
6.35% note, principal is payable in quarterly installments of $312,500
through July 1, 1997. Interest is payable quarterly 3,437,500 4,687,500 _
8.75% note, principal is payable in annual installments of $2,857,000
through March 1, 1996. Interest is payable semi-annually 5,715,000 11,429,000 14,286,000
8.86% note, principal is payable in annual installments of $4,000,000
through November 27, 1997. Interest is payable semi-annually 12,000,000 16,000,000 20,000,000
10.63% note, repaid in 1993 _ _ 905,000
-------------------------------------------
Total Financial Services Debt $24,152,500 $32,116,500 $37,191,000
===========================================
</TABLE>
Annual repayments of debt obligations are as follows:
Manufacturing Financial
Debt Services Debt
------------------------------------------------------------
1995 $ _ $11,107,000
1996 _ 8,108,000
1997 _ 4,937,500
1998 _ _
1999 _ _
Thereafter 57,500,000 _
-------------------------------------
Total $57,500,000 $24,152,500
=====================================
The 6.50% convertible subordinated debentures are convertible into shares of
common stock at a rate adjusted for the 1994 5% stock dividend of approximately
56.47 shares for each $1,000 principal amount of debentures. The Company has
reserved approximately 3,246,000 shares of common stock for such conversion.
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, 1994, the
restricted retained earnings of Raymond Leasing Corporation were approximately
$24,091,000.
The Company and its subsidiaries had unused lines of credit totaling $37,127,000
at December 31, 1994. At the Company's option, existing formal lines of credit
totaling approximately $21,600,000, of which $3,000,000 is currently
outstanding, may be converted to long-term debt. No significant commitment fees
are paid for these lines.
Rent expense under operating leases amounted to approximately $1,601,000,
$1,726,000 and $1,679,000 in 1994, 1993 and 1992, respectively. At December 31,
1994, the Company was obligated for future minimum lease payments under
noncancelable operating leases for certain equipment as follows:
1995 $ 869,000
1996 473,000
1997 253,000
Thereafter _
----------
$1,595,000
==========
<PAGE>
--------------------------------------------------------------------------------
I. 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. The
following table sets forth the plans' funded status and amounts recognized in
the Company's consolidated balance sheets at December 31:
(in Thousands) 1994 1993 1992
-----------------------------------------------------------------------
Actuarial present
value of benefit
obligation:
Accumulated benefit
obligation, including
vested benefits of
$15,298 in 1994,
$15,414 in 1993
and $13,149 in 1992 $(16,532) $(16,811) $(13,944)
=====================================
Plan assets at fair value,
primarily listed stocks
and bonds held in
trust 24,990 26,322 23,840
Projected benefit
obligation for service
rendered to date (21,662) (22,931) (19,197)
-------------------------------------
Plan assets in excess
of projected benefit
obligation 3,328 3,391 4,643
Unrecognized net
transition asset (2,038) (2,415) (2,787)
Unrecognized prior
service cost 363 403 545
Unrecognized net loss
(gain) from past
experience different
from that assumed and
effect of change in
assumptions 145 942 (261)
-------------------------------------
Prepaid pension cost
included in
other assets $ 1,798 $ 2,321 $ 2,140
=====================================
Net pension cost for the plans included the following components:
(in Thousands) 1994 1993 1992
-----------------------------------------------------------------------
Service cost _ benefits
earned during the
period $ 1,378 $ 958 $ 1,045
Interest cost on
projected benefit
obligation 1,604 1,449 1,510
Actual return on
plan assets 341 (2,619) (1,972)
Net amortization
and deferral (2,773) 397 (135)
------------------------------------
Net periodic
pension cost $ 550 $ 185 $ 448
====================================
<PAGE>
The assumptions used to develop the projected benefit obligation as of December
31 were as follows:
1994 1993 1992
-----------------------------------------------------------------------------
Weighted average
discount rate 8.50% 7.00% 8.00%
Rate of increase in
compensation 5.50% 5.50% 5.50%
Expected return on
plan assets 8.50% 8.50% 8.50%
The actuarial present value of the projected benefit obligation for the U.S.
plan decreased by approximately $4.2 million at December 31, 1994 and increased
approximately $2.6 million at December 31, 1993 as a result of the changes in
the weighted average discount rate. The decrease in 1994 was partially offset by
changes in the actuarial assumptions for the Company's foreign plan.
The Company has profit sharing plans covering substantially all of its
employees. The aggregate expense of these plans, as determined by the Board of
Directors, was $2,907,000 in 1994, $1,293,000 in 1993 and $582,000 in 1992. In
addition, a salary-reduction 401(k) Plan is offered to the Company's U.S.
employees.
The Company has an unfunded supplemental benefits equalization plan designed to
maintain benefit levels for all employees at the plans' formula levels in
instances where individual benefits are limited by the Employee Retirement
Income Security Act of 1974 and the Internal Revenue Code.
A deferred compensation plan is provided for employees 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 $1,373,000 in 1994, $520,000 in 1993 and $349,000 in 1992.
<PAGE>
--------------------------------------------------------------------------------
J. Postretirement Benefits
In addition to the Company's defined benefit pension plans, 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 had 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. Postretirement benefit cost for 1992, which was recorded on a cash
basis, was not restated.
The following table presents the plan's funded status reconciled with amounts
recognized in the Company's consolidated balance sheets at December 31:
(in Thousands) 1994 1993 1992
---------------------------------------------------------------------
Accumulated
postretirement
benefit obligation:
Retirees $ (2,777) $ (3,805) $ (3,138)
Fully eligible active
plan participants (835) (1,086) (963)
Other active plan
participants (38) (43) (44)
----------------------------------------
(3,650) (4,934) (4,145)
Plan assets at fair value _ _ _
----------------------------------------
Accumulated
postretirement
benefit obligation in
excess of plan assets (3,650) (4,934) (4,145)
Unrecognized net
(gain)/loss (467) 802 _
Unrecognized transition
obligation 3,731 3,938 4,145
----------------------------------------
Accrued postretirement
benefit cost $ (386) $ (194) $ _
========================================
Net periodic postretirement benefit cost includes the following components:
(in Thousands) 1994 1993 1992
---------------------------------------------------------------------
Service cost $ 5 $ 3
Interest cost 314 318
Amortization of transi-
tion obligation over
20 years 207 207
Net amortization and
deferral 7 _
----------------------------------------
Net periodic postretire-
ment benefit cost $ 533 $ 528 $ 205
========================================
<PAGE>
The assumptions used to develop the net postretirement benefit expense and the
present value of benefit obligations were as follows:
1994 1993 1992
-------------------------------------------------------------------------------
Weighted average
discount rate 8.50% 7.00% 8.00%
Health care cost trend rate:
Retirees under age 65 10.50% 11.00% 12.00%
Retirees age 65 and
older 8.00% 8.25% 9.00%
The health care cost trend rate for retirees under age 65 is assumed to decline
by 1/2% per year until an ultimate rate of 5.50% is reached in 2005 and later
years. For retirees age 65 and older, the health care cost trend rate is assumed
to decline by 1/4% per year until an ultimate rate of 5.50% is reached in 2005
and later years.
The accumulated postretirement benefit obligation decreased by approximately
$470,000 in 1994 and increased by approximately $268,000 in 1993 as a result of
the changes in the weighted average discount rate.
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, 1994 by approximately $215,000 and
increase the aggregate of the service and interest cost components of net
periodic postretirement benefit cost for 1994 by $43,000.
<PAGE>
--------------------------------------------------------------------------------
K. Accrued Liabilities
Accrued liabilities for Manufacturing and Financial Services are summarized as
follows:
1994 1993 1992
--------------------------------------------------------------------------------
Insurance $ 6,113,160 $ 4,764,346 $4,174,053
Employee
compensation 3,703,060 2,321,835 1,604,902
Service
agreements 2,619,284 1,840,472 1,463,451
Profit sharing
contribution 1,409,356 596,356 211,865
Commissions 981,203 646,311 332,400
Stock
appreciation
rights 887,641 537,953 613,454
Interest 510,281 904,066 899,573
Other 1,596,095 858,766 414,495
---------------------------------------------------
$17,820,080 $12,470,105 9,714,193
===================================================
--------------------------------------------------------------------------------
L. Income Taxes
The Company had previously adopted the liability method of accounting for income
taxes; therefore, 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 rules, the 1992 financial statements were not 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 are as follows:
(in Thousands) 1994 1993
--------------------------------------------------------------------------------
Deferred tax liabilities:
Lease finance revenues $4,207 $3,892
Excess tax over book depreciation 1,262 1,253
LIFO inventory accounting change 707 943
Pension assets 621 849
Other 670 576
------------------------------
Total deferred tax liabilities 7,467 7,513
------------------------------
Deferred tax assets:
Insurance reserves 2,058 1,620
Compensation 1,846 1,129
Accounts receivable 1,088 595
Service agreements 641 448
Inventory 640 617
Other 774 738
Alternative minimum tax credit
carryforward _ 2,150
------------------------------
Total deferred tax assets 7,047 7,297
------------------------------
Net deferred tax liability $ 420 $ 216
==============================
The components identified above were also the significant temporary differences
relating to the deferred tax liability and benefit for 1992.
The components of income before income taxes consisted of the following:
(in Thousands) 1994 1993 1992
--------------------------------------------------------------------------
Domestic $ 5,645 $2,184 $2,388
Foreign 10,308 5,763 4,085
----------------------------------------------
$15,953 $7,947 $6,473
==============================================
<PAGE>
Federal, foreign and state income tax expense (benefit) consisted of the
following:
(in Thousands) 1994 1993 1992
----------------------------------------------------------------------------
Currently payable:
Federal $1,637 $1,727 $1,391
Foreign 4,199 2,321 1,536
State 353 197 172
------------------------------------------------------
6,189 4,245 3,099
------------------------------------------------------
Deferred:
Federal 401 (952) (452)
Foreign (250) (34) 83
State 88 (57) (66)
------------------------------------------------------
239 (1,043) (435)
Total income tax
expense $6,428 $3,202 $2,664
======================================================
The differences between income tax provisions for 1994, 1993 and 1992 and the
amounts computed by applying the U.S. Federal statutory rate (35% in 1994 and
34% in 1993 and 1992) are explained as follows:
(in Thousands) 1994 1993 1992
-----------------------------------------------------------------------------
Statutory provision $5,584 $2,702 $2,201
State income taxes, net
of federal tax benefit 287 92 70
Foreign subsidiaries 341 328 230
Other -- net 216 80 163
-----------------------------------------------
Provision $6,428 $3,202 $2,664
===============================================
The Raymond Corporation files a consolidated federal tax return which includes
Raymond Leasing Corporation and all other significant domestic subsidiaries.
Deferred income taxes and income taxes payable reported in the consolidated
balance sheets include the aggregate amounts for Manufacturing and Financial
Services.
Undistributed earnings of the Company's foreign subsidiaries amounted to
approximately $34.9 million at December 31, 1994. Those earnings are considered
to be indefinitely reinvested and, accordingly, no provision for 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
<PAGE>
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 $3.5 million would be payable upon
remittance of all previously unremitted earnings at December 31, 1994.
--------------------------------------------------------------------------------
M. 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
equipment. Revenues from unaffiliated customers 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 1994 1993 1992
--------------------------------------------------------------------------------
Total Revenues $229,547 $171,949 $148,733
Narrow and very
narrow aisle applications 57% 53% 51%
All other applications 20% 22% 21%
Repair and replace-
ment parts 17% 18% 20%
Leasing and
rentals 5% 6% 7%
Other income 1% 1% 1%
--------------------------------------------------------------------------------
Geographic Areas 1994 1993 1992
--------------------------------------------------------------------------------
United States:
Unaffiliated
customers $129,460 $98,436 $85,508
Interarea sales
and transfers* 20,136 15,785 13,959
---------------------------------------------
149,596 114,221 99,467
Canada:
Unaffiliated
customers 10,880 9,685 6,858
Interarea sales
and transfers 81,891 56,457 46,736
---------------------------------------------
92,771 66,142 53,594
Eliminations (12,820) (8,414) (4,328)
---------------------------------------------
Total
Revenues $229,547 $171,949 $148,733
=============================================
1994 1993 1992
--------------------------------------------------------------------------------
Operating Income:
United States $ 9,573 $ 3,782 $ 3,757
Canada 10,331 5,930 4,283
---------------------------------------------
$ 19,904 $ 9,712 $ 8,040
---------------------------------------------
Identifiable Assets:
United States $180,196 $165,740 $132,689
Canada 24,180 25,009 21,155
---------------------------------------------
$204,376 $190,749 $153,844
---------------------------------------------
*Includes sales of $11,082, $9,582 and $9,631 in
1994, 1993 and 1992, respectively, to unconsolidated
Canadian company at arms-length pricing.
<PAGE>
--------------------------------------------------------------------------------
N. 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 sixteen 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>
--------------------------------------------------------------------------------
O. Quarterly Information (Unaudited)
(in Thousands, except per share figures)
<TABLE>
<CAPTION>
1994 Quarters First Second Third Fourth
<S> <C> <C> <C> <C>
Revenues $51,207 $58,577 $53,881 $65,882
Gross profit 11,972 13,473 12,052 16,208
Net income 2,004 2,464 2,153 3,106
Per share amounts:
Net income (Primary) .32 .39 .34 .49
Net income (Fully Diluted) .27 .32 .29 .39
Market price range:
High 17.38 20.00 21.75 21.25
Low 15.00 16.75 18.50 16.00
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 (Primary) .10 .16 .23 .30
Net income (Fully Diluted) .10 .16 .23 .30
Market price range:
High 17.62 18.81 19.76 17.38
Low 13.33 16.43 15.00 14.05
</TABLE>
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>
--------------------------------------------------------------------------------
Directors' Affiliations and Committees
Ross K. Colquhoun Director since 1984
President and Chief Executive Officer
The Raymond Corporation
Chairman of the Board,
G.N. Johnston Equipment Co. Ltd.
Toronto, Ontario, Canada
Chairman of the Board,
Associated Material Handling Industries, Inc.
Elmhurst, Illinois
Executive Committee, Chairman
Ex Officio Member of all Committees of the
Board of Directors except for the
Audit Committee and Executive Compensation Committee
James F. Matthews Director since 1994
President
The Matco Group, Incorporated
Vestal, New York
Audit Committee, Member
Executive Compensation Committee, Member
Human Resource Committee, Member
John E. Mott Director since 1974
Secretary
Raymond Industrial Equipment, Limited
Brantford, Ontario, Canada
Audit Committee, Member
Pension Plan Review Committee, Member
Michael R. Porter Director since 1989
President
Nexus Corporation
Northglenn, Colorado
Audit Committee, Member
Executive Compensation Committee, Member
Finance Committee, Member
Human Resource Committee, Member
George G. Raymond, Jr. Director since 1946
Chairman of the Board
The Raymond Corporation
Executive Committee, Member
Finance Committee, Member
Human Resource Committee, Member
Arthur M. Richardson Director since 1984
President
Richardson Capital Corporation
Rochester, New York
Finance Committee, Chairman
Executive Committee, Member
Pension Plan Review Committee, Member
Profit Sharing Retirement Plan, Trustee
401(k) Plan, Trustee
Dr. M. Richard Rose Director since 1979
Former President
Rochester Institute of Technology
Rochester, New York
Executive Committee, Member
Executive Compensation Committee, Chairman
Human Resource Committee, Chairman
Daniel F. Senecal Director since 1988
President and Chief Executive Officer
Werres Corporation
Rockville, Maryland
Pension Plan Review Committee, Member
401(k) Plan, Trustee
Profit Sharing Retirement Plan, Trustee
John V. Sponyoe Appointed Director 1995
President
Loral Federal Systems - Owego
Owego, New York
<PAGE>
Robert L. Tarnow Director since 1982
Chairman of the Board
Goulds Pumps, Inc.
Seneca Falls, New York
Audit Committee, Chairman
Executive Compensation Committee, Member
Human Resource Committee, Member
Lee J. Wolf Director since 1973
Consultant
The Raymond Corporation
Pension Plan Review Committee, Chairman
401(k) Plan, Chairman of Trustees
Profit Sharing Retirement Plan, Chairman of Trustees
Finance Committee, Member
Christian D. Gibson Director Emeritus since 1994
Consultant
The Raymond Corporation
<PAGE>
--------------------------------------------------------------------------------
Officers, Principal Subsidiaries and
External Services
Officers
George G. Raymond, Jr.
Chairman of the Board
Ross K. Colquhoun
President and
Chief Executive Officer
William B. Lynn
Executive Vice President
Heidi J. Bowne
Vice President - Human Resources
James W. Davis
Vice President - Engineering
Jerome R. Dinn
Vice President - Sales and Quality
Margaret L. Gallagher
Vice President - Marketing
James J. Malvaso
Vice President - Operations
Paul J. Sternberg
Vice President - General Counsel and Secretary
Patrick J. McManus
Treasurer
John F. Everts
Corporate Controller
William L. O'Mara
Assistant Treasurer
Cathy J. Hawkes
Assistant Secretary
Shareholder Inquiries
Communications concerning shareholder address changes,
stock transfers, changes of ownership and dividend reinvestment
statements should be directed to:
American Stock Transfer & Trust Company
40 Wall Street, 46th Floor
New York, New York 10005
212-936-5100
Principal
Subsidiaries
Dockstocker Corporation
Greene, New York
The Raymond Export Corporation
St. Thomas, U.S. Virgin Islands
Raymond Industrial Equipment, Limited
Brantford, Ontario, Canada
Raymond Leasing Corporation
Greene, New York
Raymond Sales Corporation
Greene, New York
Raymond Transportation Corporation
Greene, New York
R.H.E. Ltd.
Brantford, Ontario, Canada
External Services
Legal Counsel
Nixon, Hargrave, Devans & Doyle
Rochester, New York
Independent Auditors
Ernst & Young LLP
Syracuse, New York
Transfer Agent and Registrar
American Stock Transfer & Trust Company
Brooklyn, New York
Securities Listings
Common stock:
NASDAQ National Market System
ticker symbol RAYM
Subordinated convertible debentures:
NASDAQ Small-Cap Market
ticker symbol RAYMG
Design, Production & Composition:
The Raymond Corporation/Marketing Communications
JD Associates/Sandy Fancher
Warne Marketing & Communications
Photography:
L.A. Oliver Photography, Inc./Lou Oliver
The Raymond Corporation
Lithography:
Manhardt-Alexander, Inc.
<PAGE>
--------------------------------------------------------------------------------
The Raymond Dealer Network
Agromec
P.O. Box 10116-1000
400 MTS Oeste De La Plaza De La Uruca
San Jose, Costa Rica
Air-Mac Handling
& Storage Techniques, Inc.
6651 S. 216th Street, Bldg. D
Kent, WA 98032
206-872-3909
7911 N.E. 33rd Drive
Suite 260
Portland, OR 97211
503-249-8290
Allied Handling Equipment
Company, Ltd.
2335 W. Altorfer Drive
Peoria, IL 61615-1809
309-691-7620
1509 S.E. Cortina Drive
Ankeny, IA 50021-3903
515-964-0162
Andersen & Associates, Inc.
24333 Indoplex Circle
Farmington, MI 48335-2552
810-476-6500
3146 Broadmoor, S.E.
Grand Rapids, MI 49512
616-949-1452
4732 Northwest 165th Street
Hialeah, FL 33014-6423
305-625-0250
Arbor Handling Services, Inc.
2380 Maryland Road
Willow Grove, PA 19090
215-657-2700
Associated Material Handling
Industries, Inc.
343 Carol Lane
Elmhurst, IL 60126
708-832-7200
8820 Corporation Drive
Indianapolis, IN 46256
317-576-0300
4812 Investment Drive
Ft. Wayne, IN 46808
219-482-9556
Brauer Material Handling Systems, Inc.
206 Space Park North
Goodlettsville, TN 37072
615-859-2930
6331 Baum Drive
Knoxville, TN 37919
615-588-3566
Carolina Handling, Inc.
3101 Piper Lane
Airport Industrial Park
Charlotte, NC 28208
704-357-6273
2304 River Road
Piedmont, SC 29673
803-269-6360
2717 W. Highway 97
Wendell, NC 27591
919-365-9077
1215 Bonito Lane
Carolina Beach, NC 28428
910-458-5707
5404 Ainsworth Drive
Greensboro, NC 27410
910-852-5131
<PAGE>
2351 Lithonia Industrial Blvd.
Lithonia, GA 30058
404-484-2070
6022 Woodvale Court
Helena, AL 35080
205-664-8818
Central de Montacargas LTDA.
Av. de Las Americas No. 35-29
Santafe de Bogota, D.C.
Colombia
Distribuciones Molina S.A. de C.V.
Flamenco 1115
Guadalajara, Jalisco, Mexico 44910
011-52-3-610-2002
Echtman-Engineering Corp., Ltd.
P.O. Box 18015
Tel Aviv
Israel
011-972-3-921-9294
GARMAC, Inc.
"A" Street Corner "B" Street
Las Palmas Industrial Park
Catano, Puerto Rico 00962
809-788-3400
G.N. Johnston Equipment Co. Ltd.
1400 Courtney Park Drive
Mississauga, Ontario L5T 1H1
Canada
416-675-6460
No. 105, 581 Chester Rd.
Delta, British Columbia V3M 6G7
Canada
604-524-0361
7008J 5th Street S.E.
Calgary, Alberta T2H 2G3
Canada
403-258-1221
17424 - 105th Avenue
Edmonton, Alberta T5S 1G4
Canada
403-483-7051
#1 - 826 56th Street East
Saskatoon, Saskatchewan S7K 5Y8
Canada
306-933-3399
655 Henderson Drive
Regina, Saskatchewan S4N 6A8
Canada
306-721-2300
85 Keith Road
Winnipeg, Manitoba R3H 0H7
Canada
204-633-4364
1179 Newmarket Street
Ottawa, Ontario K1B 3V1
Canada
613-745-0744
181 Whitehall Drive
Markham, Ontario L3R 9T1
Canada
905-470-7170
5000 Levy Street
Ville St. Laurent, Quebec H4R 9Z7
Canada
514-956-0020
3200 Watt Street
Suite 105
Ste. Foy, Quebec G1X 4P8
Canada
418-650-1620
<PAGE>
725 Champlain Street
Suite 400
Dieppe, New Brunswick E1A 1P6
Canada
506-857-8766
61 Raddall Avenue
Dartmouth, Nova Scotia B3B 1T4
Canada
902-468-1457
Goldbell Engineering PTE Ltd.
14 Benoi Road
Singapore 2262
011-65-861-0007
Handling Systems, Inc.
5415 South 39th Street
Phoenix, AZ 85040
602-437-8071
740 E. Ajo Way
Tucson, AZ 85713
602-624-1895
Heubel Material Handling, Inc.
6311 N.E. Equitable Rd.
Kansas City, MO 64120
816-231-7780
2635 Metro Blvd.
St. Louis, MO 63043
314-739-5002
2324 S. 156th Circle
Omaha, NE 68130
402-330-9040
4100 Will Rogers Parkway
Suite 200
Oklahoma City, OK 73108
405-949-9001
Hillis Equipment Company, Inc.
23920 Mercantile Road
Beachwood, OH 44122-5987
216-464-8520
Hooper Handling, Inc.
5590 Camp Road
Hamburg, NY 14075
716-649-5590
1320 Buffalo Road
Suite 115
Rochester, NY 14624
716-328-0171
2820 W. 23rd Street
Suite #14
Erie, PA 16506
814-838-0343
LIFTO Industrial LTDA
Av. Victor Andrew, 585
18086-390-Sorocaba-SP,
Sao Paolo, Brazil
011-55-152-25-1999
Minnesota Supply Company, Inc.
6470 Flying Cloud Drive
Eden Prairie, MN 55344-3372
612-941-9390
Montacargas AC S.A. de C.V.
EJE 126 S/N
Zona Industrial Del Potosi
San Luis Potosi, S.L.P.
Mexico C.P. 78090
011-52-4-824-0290
Montacargas Aditamentos Y Refacciones S.A. de C.V.
Av. Caylan No. 5
Col. La Joya Iztacala
Tlalnepantla, Edo de Mexico C.P. 54160
011-52-5-388-1515
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Montacargas Aditamentos Y Refacciones Norte S.A. de C.V.
Calle Union # 219
Col. Chapultepec
San Nicolas de Los Garza
Monterrey, Nuevo Leon, Mexico 66450
011-52-8-352-7749
Nichiyu 'NYK' Australia Pty. Limited
Q.B.M. Pty. Ltd.
22-24 Elliot Road
P.O. Box 461
Dandenong, Victoria
Australia
3175
011-61-3-794-6555
29-31 Lysaght Street
Acacia Ridge, QLD., 4110
Australia
P.O. Box 6089
48 Newton Road
Wetherill Park, NSW, 2164
Australia
9 Cord Street
Dudley Park, S.A.
Australia 5008
N.J. Malin & Associates, Inc.
15870 Midway Road
Addison, TX 75244
214-458-2680
6630 Roxburgh Drive
Suite 150
Houston, TX 77041
713-896-4183
4322 Tejasco Drive
San Antonio, TX 78218
210-805-8282
4757 River Rd.
Jefferson, LA 70121
504-733-8445
1057 Doniplan Park Circle
Suite A
El Paso, TX 79922
915-581-9180
N.J. Malin de Mexico S.A. de C.V.
Paseo Triunfo de La Republica #3304
Edificio Cuadrante Suite 305
CD Juarez Chihuahua 32330
Mexico
Oleg B. Malikov
Foreign Trade Representative
215, Korpus 1, 27, Prospect
Aviaconstructorov
Saint Petersburg, 197373
Russia
011-7-812-168-80-94
Pacific Machinery, Inc.
Division of Theo. H. Davies & Co. Ltd.
94-025 Farrington Highway
Waipahu, HI 96797-2299
808-677-9111
456 Kalanianaole Avenue
Hilo, HI 96720-4704
808-961-3437
470 S. Hana Highway
Kahului, Maui, HI 96732-2316
808-877-6538
3651 Lala Road
Lihue, Kauai, HI 96766
808-245-4057
196 E. Harmon Industrial Park Road
Harmon, Guam 96911-4407
011-671-646-9118
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Pengate Handling Systems, Inc.
6A Interchange Place
York, PA 17402
717-764-3050
Mahaffey Equipment Company Division
650 Alpha Drive
R.I.D.C. Industrial Park
Pittsburgh, PA 15238-2891
412-782-5500
Pengate Handling Systems
of New York, Inc.
Royce W. Day Company Division
Grove Street
Voorheesville, NY 12186-9713
518-765-3331
Raymond Handling Services Division
6650 Kirkville Road
East Syracuse, NY 13057
315-437-7108
Raymond Handling Concepts Corporation
38507 Cherry Street, Suite A
Newark, CA 94560
510-745-7500
1418-W N. Market Blvd., Suite 100A
Sacramento, CA 95834
916-928-1400
4974 North Fresno Street
Suite 566
Fresno, CA 93726
209-264-7500
1315 Greg Street, Suite 112
Sparks, NV 89431
702-356-8383
4555 N. Pershing Avenue
Suite 33-111
Stockton, CA 95207
209-474-7500
Raymond Handling Technologies, Inc.
40 Northfield Avenue
Edison, NJ 08837
908-417-1100
Ring Lift
Division of Ring Power Corporation
8060 Phillips Highway
Jacksonville, FL 32256
904-448-5438
6202 North U.S. 301/441
Ocala, FL 34475
904-732-4600
4760 Capital Circle, N.W.
Tallahassee, FL 32303-7217
904-562-2121
1401 U.S. Highway 301 North
Tampa, FL 33619-2625
813-620-1337
803 Taft-Vineland Road
Orlando, FL 32824-2067
407-857-1973
Robert Abel & Co., Inc.
195 Merrimac St.
Woburn, MA 01888
617-935-7860
Shaw Material Handling Systems, Inc.
3025 Kate Bond Blvd.
Bartlett, TN. 38134
901-386-1081
<PAGE>
2201 Brookwood Drive, Suite 108
Little Rock, AR 72202
501-663-5108
814 South Bloomington
Lowell, AR 72745
501-770-2156
Stoffel Equipment Company, Inc.
7764 North 81st Street
Milwaukee, WI 53223
414-354-7500
4905 Voges Road
Unit #3
Madison, WI 53704
608-838-4181
2815 South Packerland
Suite 21
Green Bay, WI 54313
414-496-5814
Storage Concepts, Inc.
4350 Indeco Court
Cincinnati, OH 45241
513-891-7290
5270 Krieger Court
Columbus, OH 43228
614-878-9271
1804 Production Drive
Louisville, KY 40299
502-491-2237
Suplidora de Repuestos C.A.
Colinas de Las Acacias
Avenida Tamanaco No. 23
Apartado 40018
Caracas 1040-A Venezuela
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
Welch Equipment Company, Inc. (Utah)
2170 South 3140 West, Unit A
West Valley City, Utah 84119
801-872-9289
Werres Corporation
803 E. South Street
Frederick, MD 21701
301-620-4000
7449 Whitepine Road
Richmond, VA 23237
804-275-6500
6952 Malinda Road
Salem, VA 24153
703-380-2384
Womack Material Handling Systems, Inc.
71 North Plains Industrial Rd.
Wallingford, CT 06492
203-265-2887
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35 Tec Street
Hicksville, NY 11801
516-681-7050
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 106
Henderson, NV 89015
800-669-5438
605 S. Milliken Ave.
Suite E
Ontario, CA 91761
909-390-8111
