<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the fiscal year ended December 31, 1996
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[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Commission file # 0-2129
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THE RAYMOND CORPORATION
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(Exact name of registrant as specified in its charter)
New York 15-0372290
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
20 South Canal Street, Greene, New York 13778
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (607) 656-2311
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Securities registered pursuant to Section 12(b) of the Act:
None
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1.50 par value per share
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(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
----
As of March 14, 1997, the aggregate market value of the voting stock held by
non-affiliates of the registrant was $255,620,275.
As of March 14, 1997, there were 10,705,623 shares of the registrant's Common
Stock, $1.50 par value, outstanding.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
Part III, Item 10. Directors and Executive Officers of the Registrant.
Part III, Item 11. Executive Compensation.
Part III, Item 12. Security Ownership of Certain
Beneficial Owners and Management.
Part III, Item 13. Certain Relationships and
Transactions.
The information required under these items, originally to be incorporated by
reference from the Registrant's definitive proxy statement to be filed with the
Securities and Exchange Commission pursuant to Regulation 14A not later than 120
days after the close of the fiscal year, is contained in the following
Attachment A, which is included herein and made a part of this Annual Report on
Form 10-K.
SIGNATURE
Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly
caused this Amendment No. 1 on Form
10-K/A to be signed by the undersigned,
duly authorized.
THE RAYMOND CORPORATION
By:/s/ Paul J. Sternberg
----------------------
Vice President, General Counsel & Secretary
<PAGE>
Attachment A
Item 10. Directors and Executive Officers of the Registrant
Information regarding Executive Officers has been included in Part I of
the Form 10-K Report of the Company filed April 15, 1997.
The names, ages and positions of all the Directors of The Raymond
Corporation ("Raymond"), as of March 14, 1997, are listed below together with
their business experience during the past five years. The Board of Directors is
currently comprised of 10 Directors and divided into three classes as nearly
equal in number as possible. At each Annual Meeting, Directors constituting one
class are nominated for election. Directors of Raymond serve for terms of three
(3) years and until their respective successors are elected and qualified. There
are no family relationships among the Executive Officers or Directors of
Raymond, nor any arrangement or understanding between any Executive Officer or
Director or any other person pursuant to which the Executive Officer or Director
was elected.
Ross K. Colquhoun, 66, a Director since 1984, was named Chairman of the Board
and Chief Executive Officer of Raymond in August 1995. Previously, Mr. Colquhoun
served as President and Chief Executive Officer of Raymond from July 1987 to
August 1995. Mr. Colquhoun is also Chairman of the Board of G. N. Johnston
Equipment Co., Ltd. and Associated Material Handling Industries, Inc., both
subsidiary distributors of the Company's products, and a member of the Board of
Directors of Material Handling Associates, Inc. ("M.H.A."), Raymond's joint
venture company with Mitsubishi Caterpillar Forklift America Inc. Mr.
Colquhoun's term of office as a Director expires at the 1998 Annual Meeting.
James J. Malvaso, 46, a Director since 1995, was named President and Chief
Operating Officer of Raymond in August 1995 and served as Vice
President-Operations from 1993 to 1995. Prior to joining Raymond, Mr. Malvaso
held the position of Vice President of Operations of Pfaudler-U.S., Inc. from
1990 to 1993. Pfaudler-U.S., Inc. is a leading manufacturer of glass-lined
reactors, pressure vessels and accessories with revenues in excess of $130
million. Mr. Malvaso's term of office as a Director expires at the 1999 Annual
Meeting.
James F. Matthews, 62, a Director since 1994, is a nominee for election as
Director. Mr. Matthews has been the President of The Matco Group, Inc., a
diversified holding company, since 1965. He is a Director or trustee of several
civic and charitable organizations including the Northeast Regional Advisory
Board of Chase Manhattan Bank, Broome County Charities, Lourdes Hospital, Mom's
House and Syracuse Cancer Research Institute.
John E. Mott, 72, a Director since 1974, is a nominee for election as Director.
Mr. Mott is Secretary of Raymond Industrial Equipment, Limited, a wholly-owned
Canadian subsidiary of the Company. Formerly, he served as Chairman of the Board
of Raymond Industrial Equipment, Limited and Vice President-International
Operations of Raymond. Mr. Mott is also President of Twenty-Five Investments
Ltd., a Canadian investment company.
Michael R. Porter, 50, a Director since 1989, has been President of Nexus
Corporation, a greenhouse manufacturing company, since January 1994. 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. Mr.
Porter's term of office as a Director expires at the 1999 Annual Meeting.
<PAGE>
George G. Raymond, Jr., 75, a Director since 1946, served as Chairman of the
Board of Raymond from 1973 to August 1995. He is a lifetime trustee of Alfred
University. Mr. Raymond's term of office as a Director expires at the 1999
Annual Meeting.
Arthur M. Richardson, 70, a Director since 1984, is a nominee for election as
Director. Mr. Richardson 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, Transmation Corp.
and Horus Therapeutic Inc. Mr. Richardson also serves as a trustee of the
University of Rochester.
Dr. M. Richard Rose, 64, a Director since 1979, 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 and Baldwin Technology
Company, Inc. Dr. Rose also serves as a trustee of Roberts Wesleyan College and
Vice Chairman of the Seneca County Redevelopment Authority. Dr. Rose's term of
office as a Director expires at the 1999 Annual Meeting.
John V. Sponyoe, 58, a Director since 1995, has been the President of Lockheed
Martin Federal Systems - Owego since March 1994. Lockheed Martin Federal Systems
- - Owego, a division of Lockheed Martin Corporation, formerly known as Loral
Federal Systems -Owego, a division of Loral Corporation, is a developer and
manufacturer of hardware and software systems located in Owego, New York. From
June 1987 through February 1994, Mr. Sponyoe was Vice President and General
Manager of IBM Federal Systems Company - Owego. Mr. Sponyoe is a member of the
Boards of Directors of BSB Bank & Trust Company and Guthrie Healthcare Systems
and a Director or trustee of several educational, civic and charitable
organizations, including Roberson Museum & Science Center and Binghamton
University School of Management. Mr. Sponyoe's term of office as a Director
expires at the 1998 Annual Meeting.
Michael O. Womack, 55, a Director since 1995, 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 Company's
Dealer Network. Mr. Womack's term of office as a Director expires at the 1998
Annual Meeting.
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 Directors
recommended by shareholders. Although no formal procedure has been established,
shareholders may submit recommendations to the Secretary of the Company 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,
Matthews, Richardson and Sponyoe. The function of this committee is to act in
place of the Board between Board Meetings in the event a matter requires
immediate attention. This committee held two meetings in 1996.
The Finance Committee presently has four members: Messrs. Richardson,
Malvaso, Rose and Sponyoe. 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 1996.
The Human Resource Committee presently has four members: Messrs. Rose,
Matthews, Porter and Richardson. The Committee has the responsibility of
reviewing management practices and matters of employee
<PAGE>
relations, training programs and affirmative action. The Human Resource
Committee held three meetings in 1996.
The Executive Compensation Committee presently has four members:
Messrs. Rose, Matthews, Porter and Richardson. The Executive Compensation
Committee reviews Raymond'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
Raymond's Stock Option Plans. The Executive Compensation Committee held one
meeting in 1996.
The Audit Committee presently has four members: Messrs. Porter,
Matthews, Mott and Sponyoe. The functions of the Audit Committee are to receive
and review the audits of Raymond'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.
The committee held three meetings in 1996.
The Pension Plan Review Committee presently has four members: Messrs.
Womack, Malvaso, Mott and Richardson. This Committee reviews the Pension Plans
of Raymond and makes recommendations to the Board with respect thereto. This
committee held two meetings in 1996.
Pursuant to the Bylaws of Raymond, 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 six times during Fiscal 1996. During 1996,
all incumbent Directors attended 100% of the Board Meetings and meetings of
committees on which they served.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires Raymond's
Directors and executive officers to file with the SEC and the National
Association of Securities Dealers Association initial reports of ownership and
reports of changes in ownership of The Raymond Corporation.
To Raymond's knowledge, based solely on review of copies of such
reports furnished to Raymond and written representations that no other reports
were required during the fiscal year ended December 31, 1996, all Section 16(a)
filing requirements applicable to its officers, Directors and greater than ten
percent beneficial owners were complied with. However, stock options granted May
24, 1995 to directors James J. Matthews, John E. Mott, Michael R. Porter, Arthur
M. Richardson, Dr. M. Richard Rose, John V. Sponyoe and Michael O. Womack in the
amount of 920 shares each were inadvertently not reported on a Form 5 in
February 1996. Reports were filed as soon as the oversight was discovered.
<PAGE>
Item 11. Executive Compensation
The following table sets forth information with respect to the Chief
Executive Officer and the four most highly compensated other executive officers
of Raymond.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
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Annual Compensation Long-Term
Compensation
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-----------------
Awards
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Name and Year Salary Bonus Other Annual Securities All other
Principal Position ($) ($) Compensation ($) Underlying Compensation ($)
Options/SARs
(#)(1)
(a) (b) (c) (d) (e) (f) (g)
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<S> <C> <C> <C> <C> <C> <C> <C>
Ross K. Colquhoun 1996 439,490 400,587 29,185 50,378 (2)(3)(4)(5)
Chairman of the Board & 1995 381,471 325,751 23,538 52,143
C.E.O. 1994 318,101 314,660 25,005 43,962
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James J. Malvaso 1996 165,398 219,117 9,056 17,009 (2)(3)(4)(5)
President & C.O.O. 1995 132,788 203,594 6,009 14,177
1994 114,423 124,830 6,135 11,705
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William B. Lynn 1996 170,298 219,117 9,345 17,778 (2)(3)(4)(5)
Executive Vice President 1995 159,328 203,594 9,757 19,557
1994 150,421 124,830 9,376 15,933
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Jerome R. Dinn 1996 129,553 175,294 5,014 14,347 (2)(3)(4)(5)
Vice President - National 1995 125,470 162,876 4,465 15,747
Accounts 1994 121,397 124,830 4,978 14,067
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Margaret L. Gallagher 1996 125.175 175,294 5,528 13,212 (2)(3)(4)(5)
Vice President - Marketing 1995 119,106 162,876 5,788 14,991
1994 117,769 124,830 7,698 12,886
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(1) Adjusted to reflect the 1996 5% stock dividend.
(2) Includes insurance premiums paid for the benefit of Mr. Colquhoun, $7,301, Mr. Malvaso, $996,
Mr. Lynn, $1,466, Mr. Dinn, $1,654 and Ms. Gallagher, $891.
(3) Includes cash profit sharing amounts of $17,038 to Mr. Colquhoun, $6,537 to Mr. Malvaso, $6,750 to Mr. Lynn, $5,183 to
Mr. Dinn and $4,991 to Ms. Gallagher.
(4) Includes deferred profit sharing amounts of $3,704 for Mr. Colquhoun and each named executive officer.
(5) Includes deferred profit sharing amounts under supplemental benefits equalization plan of $22,335 to Mr. Colquhoun,
$5,772 to Mr. Malvaso, $5,858 to Mr. Lynn, $3,806 to Mr. Dinn and $3,626 to Ms. Gallagher.
</TABLE>
<PAGE>
The following table shows, as to the Chief Executive Officer and the
four most highly compensated other executive officers of Raymond,
information about option grants in the last fiscal year under
The Raymond Corporation Stock Option Plan (1995).
OPTION GRANTS IN THE LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable Value At
Assumed Annual Rates of Stock Price
Individual Grants Appreciation for Option Term
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Percent of
Number of Total
Securities Options/SARs
Underlying Granted to Exercise or
Options/SARs Employees in Base Price
Name Granted (#)(1) Fiscal 1996 ($/SH) Expiration Date 5% ($)(2) 10% ($)(2)
(a) (b) (c) (d) (e) (f) (g)
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<S> <C> <C> <C> <C> <C> <C>
Ross K. Colquhoun 29,185 33.6% $18.21 3/01/06 $334,168 $847,241
James J. Malvaso 9,056 10.4 18.21 3/01/06 103,691 262,896
William B. Lynn 9,345 10.8 18.21 3/01/06 107,000 271,285
Jerome R. Dinn 5,014 5.8 18.21 3/01/06 57,410 145,556
Margaret L. Gallagher 5,528 6.4 18.21 3/01/06 63,296 160,478
</TABLE>
(1) Stock options granted on March 2, 1996 under Raymond's Stock Option
Plan. Options became fully exercisable on March 2, 1997.
(2) The assumed annual rates of appreciation of five and ten percent would
result in the price of Raymond's Common Stock increasing to $29.66 and
$47.24, respectively, from the $18.21 market price on the date of
grants. Over the last 10 years, the market price of Raymond's Common
Stock has increased at a compounded annual rate of 1.3%.
The following table shows aggregate option exercises in the last fiscal year and
fiscal year-end option values for the Chief Executive Officer and the four most
highly compensated other executive officers.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money
Options/SARs at Options/SARs at
December 31, 1996 December 31, 1996 (1)
(#) ($)
Shares Acquired Value
Name on Exercise (#)(2) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------------ ------------ ----------- ------------- ----------- -------------
(a) (b) (c) (d) (d) (e) (e)
<S> <C> <C> <C> <C> <C> <C>
Ross K. Colquhoun -0- -0- 73,258 29,185 $148,344 N/A
James J. Malvaso -0- -0- 6,009 9,056 6,628 N/A
William B. Lynn 5,948 $21,470 43,443 9,345 101,362 N/A
Jerome R. Dinn -0- -0- 16,157 5,014 34,191 N/A
Margaret L. Gallagher -0- -0- 44,569 5,528 255,544 N/A
</TABLE>
<PAGE>
(1) Computed based upon the difference between aggregate fair market value
on December 31, 1996 and aggregate exercise price.
(2) Amounts represent the number of securities underlying Options/SARs
exercised. The actual shares acquired on exercise were 977. Note: share
amounts have been adjusted to reflect the March 1996 5% stock dividend.
Defined Benefit or Actuarial Plan Disclosure
(1) Pension Plan Table
Raymond 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
1,979 individuals participated in 1996.
As permitted by the Employee Retirement Income Security Act of 1974,
Raymond 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
Three Year Average
Earnings Years of Credited Service
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15 20 25 30 35 40
-- -- -- -- -- --
<C> <C> <C> <C> <C> <C> <C>
$ 250,000 $24,854 $33,138 $41,423 $49,707 $57,992 $66,276
300,000 29,824 39,776 49,707 59,648 69,590 79,531
350,000 34,795 46,393 57,992 69,590 81,188 92,786
400,000 39,766 53,021 66,276 79,531 92,786 106,042
450,000 44,736 59,648 74,561 89,473 104,385 119,297
500,000 49,707 66,276 82,845 99,414 115,983 132,552
550,000 54,678 72,904 91,130 109,355 127,581 145,807
600,000 59,648 79,531 99,414 119,297 139,180 159,062
650,000 64,619 86,159 107,699 129,238 150,778 172,318
700,000 69,590 92,786 115,983 139,180 162,376 185,573
750,000 74,561 99,414 124,268 149,121 173,975 198,828
800,000 79,531 106,042 132,552 159,062 185,573 212,083
850,000 84,502 112,669 140,837 169,004 197,171 225,338
900,000 89,473 119,297 149,121 178,945 208,769 238,594
950,000 94,443 125,924 157,406 188,887 220,368 251,849
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 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, multiplied by the number of
years of credited service. 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 and the named executives as of the end of fiscal year
1996 is: Mr. Colquhoun $833,299, Mr. Malvaso $315,378, Mr. Lynn $346,960, Mr.
Dinn $284,013, and Ms. Gallagher $276,199. Covered compensation for the named
executives is reported in the Summary Compensation Table.
<PAGE>
The years of credited service for the Chief Executive Officer and named
executives are: 40 years for Mr. Colquhoun, 3 years for Mr. Malvaso, 22 years
for Mr. Lynn, 12 years for Mr. Dinn and 20 years for Ms. Gallagher.
The above information reflects a 1994 amendment to the U.S. Pension
Plan which 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 Raymond.
Compensation of Directors
(1) Standard Arrangements
Directors who are employees of Raymond receive no compensation
for their services as Directors or members of committees. Each Director who is
not an employee of Raymond ("outside Director") receives or is credited with the
following fees: $12,000 per year, 50% to be paid in stock and 50% in cash; $800
for each Board Meeting attended; $800 for each committee meeting attended with a
maximum of one said committee meeting fee per day.
(2) Other Arrangements.
Members of the Board of Directors participate in The Raymond
Corporation's Stock Option Plan. The Plan provides each of the outside Directors
with automatic annual option grants to purchase for up to ten years that number
of shares of Raymond's Common Stock equal to the average compensation paid to
the outside Directors divided by the fair market value per share on the date of
the grant.
Outside Directors also may participate in Raymond'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 1996,
Director James J. Matthews participated in the Plan.
Each director of Raymond who is not a current or former
employee of the Company participates in the Deferred Stock Unit Plan for
Non-Employee Directors. On the fourth Wednesday of May of each year subsequent
to 1996, each participant is credited with deferred stock units equal to 100% of
the annual retainer for that year, using the average of the high and low trading
prices of Raymond's Common Stock on such date. The deferred stock units become
50% vested after five years of service. Thereafter, the vested percentage
increases 10% a year until the units become fully vested at ten years of
service. The Plan was established to provide benefits for non-employee directors
of Raymond in order to serve as an inducement for their continued service to
Raymond and to align such directors' financial interests with those of the
shareholders.
Employment and Change in Control Agreements
At the 1988 Annual Meeting, shareholders ratified an employment
agreement entered into by Raymond with Ross K. Colquhoun, (the "Employment
Agreement"), now Chairman of the Board and Chief Executive Officer of Raymond.
Pursuant to the Employment Agreement as amended, he is entitled to participate
in benefits generally available to executive officers. In December 1995, Mr.
Colquhoun became eligible to receive a supplemental annual pension payment of
50% of his most recent base salary. In April 1997, the Company agreed to
increase Mr. Colquhoun's supplemental annual pension payment to 60% of his
December 1995 base salary.
If Mr. Colquhoun resigns prior to a change in control, other than
because of a material breach of the Employment Agreement by Raymond, or if he is
terminated by Raymond for cause, or as a result of death or permanent
disability, he will not be entitled to further compensation, but shall be
eligible for any payments and benefits otherwise provided under Raymond's
compensation and benefit plans. 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 a lump
sum in an amount equal to his current base salary and receive all other vested
benefits under Raymond's compensation and benefit plans. "Change in Control"
<PAGE>
shall be deemed to have occurred if and when: a) any person acquires 25% of
voting securities; b) members of the Board of Directors as of March 24, 1997
cease to be a majority; c) any person acquires 20% of Raymond and, within 24
months, Board members immediately prior to such event cease to constitute 75% of
the Board; d) merger or consolidation of Raymond with 75% or less of stock in
existence and e) liquidation or sale of substantially all of Raymond's assets.
"Cause" is defined as a material misappropriation of funds or property,
unreasonable and persistent neglect of or refusal to perform ones duties,
conviction of a felony and neglect or refusal that results in material harm to
Raymond.
If Mr. Colquhoun's employment terminates as a result of a change in
control by Raymond, Mr. Colquhoun will be entitled to receive an amount equal to
three times the sum of (1) Mr. Colquhoun's base salary in effect on termination
and (2) Mr. Colquhoun's target annual bonus, or, if higher, the average of Mr.
Colquhoun's actual annual bonuses (paid or accrued) for the three fiscal years,
immediately preceding the termination, payable in a lump sum within 30 days
following the termination, (3) an amount equal to Mr. Colquhoun's target annual
bonus for the fiscal year in which the termination occurs, multiplied by a
fraction, the numerator of which is the number of days in such fiscal year that
Mr. Colquhoun was employed by Raymond and the denominator of which is 365,
payable in a lump sum within 30 days following termination. In addition, Raymond
will continue for a period of three years following termination, all benefits,
compensation and perquisites in effect immediately prior to termination. After
the three year period, Mr. Colquhoun would receive retiree medical and life
insurance in such amounts and with such benefits equivalent to that in effect on
termination.
The Company has agreements with James J. Malvaso, William B. Lynn,
Jerome R. Dinn and Margaret Gallagher which provide, in the event of a change in
control of Raymond, for continuing the employment of the executive for a period
of three years at salary, bonus or target bonus 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 non-cash benefits continue for the remainder of the three year
period together with a single advance payment of any cash due for the remainder
of the three year period. Under the agreements, the resignation of the executive
may occur following a change in control if: a) there is a significant change in
the nature or scope of authorities or duties, reduction in compensation or
breach of agreement by Raymond, or b) there is a reasonable determination that
the executive is unable to perform his authorities, powers, functions or duties
of his position or c) there is a failure by Raymond to assign the agreement to
its successors and assigns.
Compensation Committee Interlocks and Insider Participation
Directors Dr. M. Richard Rose, James F. Matthews, Michael R. Porter and
Arthur M. Richardson comprise Raymond's Executive Compensation Committee.
Messrs. Rose, Matthews, Porter, and Richardson are nonemployee Directors of the
Company and none of them are a former officer of the Company or any of its
subsidiaries.
James F. Matthews is the President and 100% owner of The Matco Group,
Inc. The Company does business with several of Mr. Matthews' companies,
including Wholesale Electric Supply Corp., a supplier of electric wiring
materials, U.S. Assemblies Endicott, Inc., a supplier of assembled printed
circuit boards, American Board Company, a supplier of bare circuit boards and
Matthews Leasing Corp., an automobile leasing company. In 1996, the Company paid
approximately $3,146,000 for services and materials supplied by Mr. Matthews'
companies to the Company in the ordinary course of business.
Board Compensation Committee Report on Executive Compensation
The Executive Compensation Committee of the Board of Directors (the
"Committee") is comprised of three independent nonemployee Directors. As noted
earlier in Item 10 to this Form 10-K Report, the Committee's duties include
recommending to the Board of Directors the base salary for the Chief Executive
Officer ("CEO") and all other executive officers and administering Raymond's
Stock Option Plan.
<PAGE>
Compensation Policy and Overall Objectives
The Committee believes that compensation of Raymond's key executive
employees should:
- attract, retain and motivate a high caliber of executives, since the
performance of these employees on a long-term basis is vital to the
success of the business.
- link rewards to business results and shareholder returns.
- provide variable, at risk compensation that is dependent upon the
level of success in meeting specified individual and corporate goals.
- encourage executives to become shareholders of the Company promoting
identification with the Company's shareholders and their interests.
The Committee annually reviews and compares Raymond's compensation
programs for its executive officers with that of other North American durable
goods manufacturing companies including those of comparable sales volume,
employment levels, product and service offerings. A number of these companies
are included in the Value Line Machinery Peer Group referred to in the
performance graph.
The key elements of Raymond's executive compensation policy are
base salary, annual incentives in the form of a cash bonus and long-term
incentives in the form of stock options. The Committee evaluates base salaries
in accordance with its policy of focusing on individual performance and
competitive market conditions. The other two components, annual cash incentives
and long-term incentives are designed to increase motivation for achieving
strategic objectives. Compensation received from these two components are
directly linked to business results.
Base Salary
Base salaries are targeted to be competitive to pay levels of executive
officers in comparable North American durable goods manufacturing companies, as
noted previously. The Committee also reviews salary information supplied by
consultants Watson Wyatt, William M. Mercer, Incorporated and The Conference
Board when establishing base salary structures.
Salaries within these structures vary by individual and when reviewing
each executive officer's salary, the Committee considers the executive's level
of performance, responsibility, prior experience, breadth of knowledge,
abilities, equity issues relating to pay of other Corporate executives and
external pay practices. In making salary recommendations or decisions, the
Committee exercises its discretion and judgment based on these factors. No
specific formula is applied to determine the weight of any one factor.
The base salary for Raymond's CEO, Ross K. Colquhoun, was reviewed
in March 1996 by the Committee. The Committee reviewed Mr. Colquhoun's salary
based on its assessment of the Company's financial and non-financial
performance. The Committee has identified several factors which are critical to
Raymond's success including growth in shareholder value, sales growth, earnings
per share growth and the development of new products. As a result of Mr.
Colquhoun's leadership, Raymond again set new records in orders, revenues and
profits. The Committee concluded that Mr. Colquhoun's efforts improved Raymond's
presence in domestic and international markets and enabled Raymond to expand its
manufacturing sales base.
<PAGE>
For the year 1996, the Committee authorized a base salary of $439,490 for Mr.
Colquhoun. This amount places him slightly below the average level of salaries
for CEO's in comparable North American durable goods manufacturing companies as
reported in the reports of Watson Wyatt Data Services Top Management and William
M. Mercer, Incorporated.
Annual Cash Incentive
Consistent with the overall objectives described above, annual cash
incentives are awarded pursuant to Raymond's Executive Bonus Plan. This Plan
promotes Raymond's "pay for performance" philosophy by providing executives with
financial reward in the form of annual cash bonuses based upon the achievement
of specific, predetermined goals and Raymond's profit after providing for return
on shareholders' equity.
In 1995, the specifically measured performance goals established for
1996 included the completion of the manufacturing facility in Greene, expanding
the sales base, increasing the sales volume and sustaining profitability to
enable the payment of a cash dividend.
The Executive Bonus Plan for the 1996 fiscal year was based on the
relationship of pre-tax profits to Raymond's shareholders' equity. The
Committee believes that a bonus based on this formula aligns the executives'
reward directly to shareholder value.
Mr. Colquhoun was awarded a bonus of $350,587 in 1996 based on the
formula and the remaining bonus pool was distributed among designated senior
executives in Raymond.
An additional bonus of $50,000 was awarded by the Executive
Compensation Committee to Mr. Colquhoun in 1996 based on his outstanding
performance in leading Raymond in its achievements as indicated above.
Long-Term Incentives
The Raymond Corporation Stock Option Plan is a stock-based incentive
compensation plan under which employees selected by the Committee may receive
awards of stock options and stock appreciation rights. Raymond encourages the
recipients to hold the common stock issued pursuant to the Plan so that the
employees' interests will continue to be aligned with the long-term interests of
Raymond's shareholders.
No option awards are made in the absence of satisfactory performance by
the eligible employees. Performance is evaluated by the Committee based on the
employee's individual contribution to the long-term health of Raymond and
Raymond's performance. The number of options granted annually is determined
according to a formula based on the market price of Raymond's Common Stock, base
salary and performance level, without regard to the number of options held by
the optionee. The Committee granted non-qualified and incentive stock options to
executive officers and other eligible employees in March 1996 at an exercise
price per share of $18.21 per share, the average price of the common stock on
the NASDAQ (National Association of Securities Dealers Quotations System) market
on the date of grant, adjusted for the 1996 5% stock dividend. In the event that
the stock price declines to a level below the option grant price options are not
revalued or reissued. Stock options expire ten (10) years from the date of
grant.
In accordance with the Plan, the CEO was awarded 23,699 non-qualified
stock options and 5,486 incentive stock options at a fair market value of $18.21
per share in 1996, adjusted for the 1996 stock dividend.
<PAGE>
Compliance with Internal Revenue Code Section 162(m)
Section 162(m) of the Internal Revenue Code generally limits to $1
million the annual corporate federal income tax deduction for certain
"non-performance based" compensation paid to the CEO or any of the four other
highest paid officers of a publicly-held corporation.
The Committee has determined that it is unlikely that Raymond would pay
compensation in fiscal 1997 that would result in the loss of federal income tax
deduction under Section 162(m) of the Internal Revenue Code of 1986, and has
therefore not recommended that any special actions be taken or plans or programs
be revised at this time. The Committee will continue to monitor the
applicability of Section 162(m) to Raymond's programs and will determine at a
later date what actions Raymond should take.
Respectfully submitted,
The Executive Compensation Committee
Dr. M. Richard Rose, Chairman
James F. Matthews
Michael R. Porter
Arthur M. Richardson
<PAGE>
Performance Graph
The following performance graph compares the performance of Raymond's
Common Stock for the last five fiscal years to the Standard & Poors 500 Index
and the Value Line Machinery Peer Group, which consists of 29 companies.
Comparison of Five-Year Cumulative Total Return*
(Performance Results Through Fiscal Year Ended 12/21/96)
$300.00|------------------------------------------------------------|
| * |
| |
| |
| |
| |
| * |
| * & |
$200.00|------------------------------------------------------------|
| * # |
| |
| * &# |
| # # |
| |
| & & |
| &# |
$100.00|*&#---------------------------------------------------------|
| |
| |
| |
| |
| |
| |
| |
$0.00|----------|---------|-----------|-----------|-----------|---|
1991 1992 1993 1994 1995 1996
*= The Raymond Corporation &=Standard & Poors 500 #=Machinery
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995 1996
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
The Raymond Corporation $100.00 $166.67 $186.11 $215.83 $278.69 $224.42
Standard & Poors 500 Index 100.00 107.79 118.66 120.56 165.78 204.32
Value Line Machinery Peer Group 100.00 110.69 140.90 138.15 160.56 191.91
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Assumes $100 invested at the close of trading 12/31/91 in The Raymond
Corporation Common Stock, Standard & Poors 500 Index and Value Line Machinery
Peer Group.
*Cumulative total return assumes reinvestment of dividends.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Security Ownership of Certain Beneficial Owners
Based on filings with the Securities and Exchange Commission, the
following persons and institutions are known by Raymond to beneficially own more
than five percent of the outstanding shares of Common Stock of Raymond as of
April 18, 1997:
<TABLE>
<CAPTION>
Title of Class Name and Address of Beneficial Owner Shares Beneficially Owned (1) % of Class
-------------- ------------------------------------ ----------------------------- ----------
<S> <C> <C> <C>
Common Stock...... Metropolitan Capital Advisors, Inc. 2,572,684 (2) 24.27%
660 Madison Avenue
20th Floor
New York, New York 10021
Common Stock...... George G. Raymond, Jr., 1,401,239 (3) 13.22%
Ellen R. Raymond (a/k/a Ellen Robinson Raymond),
Madeleine R. Young, Jean C. Raymond, George G.
Raymond, III
c/o George G. Raymond, Jr.
7920 Grand Bay Drive
Naples, FL 34108
<PAGE>
Common Stock...... The Huntington Trust Company, N.A. 1,031,559(4) 13.9%
41 S. High Street
Columbus, Ohio 43215
Common Stock...... ICM Asset Management, Inc. 904,766(5) 12.2%
601 W. Main Avenue
Ste. 600
Spokane, Washington 99201
Common Stock...... Palisade Capital Management, L.L.C. 574,500 7.7%
One Bridge Plaza
Suite 695
Fort Lee, New Jersey 07024
Common Stock...... David L. Babson and Company Incorporated 497,829 (6) 6.69%
One Memorial Drive
Cambridge, Massachusetts 02142-1300
Common Stock...... Farmers Group, Inc. 424,688(7) 5.71%
4680 Wilshire Boulevard
Los Angeles, California 90010
Common Stock...... Dimensional Fund Advisors Inc. 391,230(8) 5.26%
1299 Ocean Avenue
11th Floor
Santa Monica, California 90401
</TABLE>
(1) Shareholder has sole voting and sole dispositive power unless otherwise
indicated.
(2) Metropolitan Capital Advisors, Inc. ("Metcap") reports shared voting
power over 2,572,684 (24.27%) shares, no sole dispositive power and
shared voting and dispositive power over 488,800 shares. Metcap has
reached voting agreements and understandings with certain stockholders
who, in the aggregate, hold voting power over 1,776,484 shares (16.76%)
of Raymond's Common Stock. The remaining shares that Metcap has shared
voting and/or dispositive power over include 488,800 shares (4.61%) of
Common Stock beneficially owned by Bedford Falls Investors, L.P. over
which Metcap has indirect voting control, an aggregate of 294,400
shares (2.78%) beneficially owned by a managed brokerage account and
Metropolitan Capital Advisors International Limited, the voting of
which shares are controlled by affiliates of Metcap and 13,000 (.12%)
beneficially owned by Robert J. Lietzow, Jr., an executive officer of
Metcap. On February 15, 1997, George G. Raymond, Jr. and his spouse,
Ellen Robinson Raymond (as holders of an aggregate of 664,806 shares,
6.27%) agreed with Metcap to enter into a voting agreement (the
"Agreement") pursuant to which they agreed to vote all shares held by
them in favor of Metcap's nominees for election to Raymond's Board of
Directors, and in favor of other actions which may deem necessary to
elect such nominees. The Agreement, executed on February 17, 1997,
generally has a term expiring following the conclusion of the second
Annual Meeting of Shareholders after execution, or September 30, 1997,
if Metcap has not earlier nominated candidates for election to
Raymond's Board of Directors. Following the execution of the Agreement
by Mr. Raymond, Scoggin, Inc. ("Scoggin") entered into a voting
agreement with Metcap respecting 549,101 shares (5.18%) held by it.
Such voting agreement provides that Scoggin will vote such shares in
support of the Metcap nominees
<PAGE>
for election to Raymond's Board of Directors, and otherwise in a manner
similar to the Agreement entered into between Metcap and George G.
Raymond, Jr. On February 18, 1997, Metcap entered into voting
agreements with the following beneficial holders of Raymond's Common
Stock, all of whom are related to George G. Raymond, Jr.; Jean C.
Raymond, holder of 114,229 shares (1.08%), Madeleine Raymond Young,
holder of 95,774 shares (.90%) and George G. Raymond III, holder of
99,723 shares (.94%). On February 18, 1997, Huntington Trust Co.,
trustee of certain trusts for the benefit of George G. Raymond, Jr. and
Madeleine Raymond Young, notified Metcap of its intention to vote, as
trustee, an aggregate of 252,851 shares (2.38%) in favor of Metcap's
nominees.
(3) As a group, the Raymond family has sole voting power over 974,532
shares, shared voting power over 173,856 shares, sole dispositive power
over 114,229 shares and shared dispositive power over 1,287,010 shares.
As reported in their 13D filing dated February 15, 1997, George G.
Raymond, Jr. and other members of his family entered into a voting
agreements with Metcap with respect to election of directors and
related matters. Named Raymond family members entered into or are
expected to enter into a written stockholders' agreement with Metcap
dated February 17, 1997, the terms of which are described above.
(4) The Huntington Trust Company, N.A. ("Huntington") reports sole voting
power over 17,207 shares, shared voting power over 384,987 shares, sole
dispositive power over 15,153 shares and shared dispositive power over
1,014,352 shares. 1,031,559 shares are held in trusts of which
Huntington is a trustee or co-trustee after various Raymond
family-owned shares.
(5) ICM Asset Management, Inc. reports sole voting power over 635,466
shares.
(6) David L. Babson and Company Incorporated reports sole voting power over
340,719 shares and shared voting power over 157,110 shares.
(7) Farmers Group, Inc. reports shared voting power over 424,688 shares and
shared dispositive power over 424,688 shares. The 13G filing of Farmers
Group, Inc., an insurance company, is made in conjunction with its
parent holding company, B.A.T. Industries, p.l.c.
(8) Dimensional Fund Advisors Inc. reports sole voting power over 239,360
shares. As noted in the company's 13G filing, persons who are officers
of Dimensional Fund Advisors Inc. also serve as officers of DFA
Investment Dimensions Group Inc., (the "Fund") and The DFA Investment
Trust Company (the "Trust"). In their capacities as officers of the
Fund and the Trust, these persons vote 97,203 additional shares which
are owned by the Fund and 54,667 shares which are owned by the Trust.
<PAGE>
Security Ownership of Management
The following table sets forth, as of April 28, 1997, the number of
shares of Raymond'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
Investment Within Beneficial of
Name of Individual or Group Power 60 days Ownership Class
- --------------------------- ----- ------- --------- -----
<S> <C> <C> <C> <C>
Ross K. Colquhoun 168,526 29,185 -0- 1.8%
James J. Malvaso 402 -0- 5,358 (1) *
43,962 (2)
James F. Matthews -0- 3,283 5,512 (1) *
John E. Mott 1,997 9,332 -0- *
Michael R. Porter 1,389 9,332 -0- *
George G. Raymond, Jr. 629,365 -0- 166,622 (3) 9.8%
259,944 (4)
Arthur M. Richardson 1,064 10,252 43,962 (2) *
Dr. M. Richard Rose 6,967 10,970 -0- *
John V. Sponyoe 1,050 2,111 -0- *
Michael O. Womack 27,589 2,111 43,962 (2) *
Jerome R. Dinn 8,393 -0- -0- *
Margaret L. Gallagher 34,386 -0- -0- *
William B. Lynn -0- -0- 30,492 (1)
43,962 (2) *
All officers and Directors as a group 919,913 82,062 517,368 14.1%
(18 persons)
</TABLE>
*Indicates less than one percent ownership.
(1) Shares held jointly with spouse.
(2) Shares held in Raymond's Profit Sharing Plans, of which Messrs.
Lynn, Malvaso, Richardson and Womack are trustees.
(3) Shares held by the Raymond Foundation, of which Mr. Raymond is a trustee.
(4) Shares held in family trusts, of which Mr. Raymond is co-trustee.
Item 13. Certain Relationships and Related Transactions
In October 1996, Ross K. Colquhoun, Chairman of the Board and Chief
Executive Officer of Raymond sold his shares of common stock of G. N. Johnston
Equipment Co. Ltd. ("Johnston") and Associated Material Handling Industries,
Inc. ("Associated"), both distributors of the Company's products. The shares
were valued in accordance with the terms and conditions set forth in shareholder
buy/sell agreements dated July 1, 1968 and August 15, 1980, respectively. The
Johnston shares, which represent approximately 28% of the total outstanding
shares, were acquired by R.H.E. Ltd., a wholly-owned Canadian subsidiary of
Raymond. The Associated shares, which represent approximately 26% of the total
outstanding shares, were acquired by Raymond.
<PAGE>
The combined purchase price for the shares of Johnston and Associated was
approximately $4,500,000. In accordance with the agreements, Johnston has issued
notes payable for approximately $2,652,000 of this amount. The notes bear
interest at 6% per annum and are payable in equal installments on October 10,
1997 and 1998.
In 1996, Ross K. Colquhoun, Chairman of the Board and Chief Executive
Officer of Raymond served as Chairman of the Board of Material Handling
Associates, Inc. ("M.H.A."). M.H.A. is a joint venture company between Raymond
and Mitsubishi Caterpillar Forklift America Inc. which designs, develops and
sells products to be manufactured exclusively by the Company and distributed
exclusively through M.H.A. dealers using Caterpillar trademarks. The Company's
sales to M.H.A. aggregated approximately $23,888,000 in 1996 and were made in
the ordinary course of business on Raymond's standard terms for Dealers.
James J. Matthews, a Director of Raymond, is the President and 100%
owner of The Matco Group, Inc. The Company does business with several of Mr.
Matthews' companies and in 1996 paid approximately $3,146,000 for services and
materials supplied by Mr. Matthews' companies to the Company in the ordinary
course of business.
Michael O. Womack, a Director of Raymond, is the President and 70%
shareholder of Womack Material Handling Systems, Inc., ("Womack"), a Dealer of
the Company's products. The Company's sales to Womack, which aggregated
approximately $5,431,000 in 1996, were made in the ordinary course of business
and on Raymond's standard terms for Dealers.
George G. Raymond, Jr., has an interest free loan from Raymond of
$150,252, which was the balance outstanding at March 14, 1997 and which also was
the maximum outstanding in 1996.
Raymond maintains officers' and Directors' indemnification insurance
with Chubb Group (Federal Insurance Company), which it renewed in 1996 at an
annual premium of $80,050.
