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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 10-K
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ______________
Commission file number 1-10235
IDEX CORPORATION
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(Exact Name of Registrant As Specified in Its Charter)
<TABLE>
<S> <C>
Delaware 36-3555336
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(State or other jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization)
</TABLE>
630 Dundee Road
Northbrook, Illinois 60062
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 498-7070
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
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<CAPTION>
NAME OF EACH EXCHANGE ON WHICH
TITLE OF EACH CLASS REGISTERED
------------------- ------------------------------
<S> <C>
common stock, par value $.01 per share New York Stock Exchange
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SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ______
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.[X]
The aggregate market value of the voting stock held by nonaffiliates
of IDEX Corporation as of February 28, 1996 was $447,758,941.
The number of shares outstanding of IDEX Corporation's common stock,
par value $.01 per share (the "Common Stock"), as of February 28, 1996 was
19,145,093.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 1995 annual report to shareholders of IDEX Corporation
(the "1995 Annual Report") are incorporated by reference into Parts I and II of
this Form 10-K and portions of the definitive Proxy Statement of IDEX
Corporation (the "1996 Proxy Statement") with respect to the 1996 annual
meeting of shareholders are incorporated by reference into Part III of this
Form 10-K.
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PART I
ITEM 1. BUSINESS.
IDEX Corporation ("IDEX" or the "Company") designs, manufactures and
markets a broad range of fluid handling and industrial products serving a
diverse customer base in the U.S. and internationally. IDEX competes with
relatively few major manufacturers in most of its markets, and believes that
each of its eleven principal subsidiaries ( the "Subsidiaries") has a
significant domestic market share in its principal product area. The Company
manufactures proprietary products of its own design with an engineering
content. Generally, all of the Company's businesses compete on the basis of
performance, quality, service and price.
FLUID HANDLING GROUP
The Fluid Handling Group, which in 1995 accounted for 71% of the
Company's total sales, manufactures a wide variety of industrial pumps and
controls, fire-fighting pumps and rescue tools, lubrication systems and low-
horsepower compressors. In 1995, approximately 33% of this Group's sales were
to customers outside the U.S. The seven business units comprising this Group
are described below.
CORKEN. Corken, headquartered in Oklahoma City, Oklahoma, produces
low-horsepower compressors, vane and turbine pumps and valves used for the
transfer of liquefied petroleum gas ("LPG"), compressed natural gas, and other
gaseous substances.
Management believes Corken has approximately 50% of the market for
pumps and small-horsepower compressors used in LPG distribution. Its principal
competitor in this market is the Blackmer division of Dover Corporation. Corken
faces many significant competitors in the industrial (non-LPG distribution)
segment of its business. Most of Corken's sales are made through domestic and
international distributors which incorporate Corken's products in engineered
packages sold to ultimate users. Repair and after-market sales account for
approximately 40% of Corken's total sales volume. Shipments outside the U.S.
represent approximately 40% of Corken sales.
HALE PRODUCTS. Hale Products, acquired by IDEX in May 1994, has its
headquarters and a manufacturing facility in Conshohocken, Pennsylvania. It
also has production facilities in Shelby, North Carolina; St. Joseph,
Tennessee; and Warwick, England; and service and distribution centers in
Dieburg, Germany and Singapore. Hale's presence in Europe was enhanced with
the October 1995 acquisition for $35 million of Lukas Hydraulik GmbH ("Lukas")
of Erlangen, Germany. Lukas is the leading European manufacturer of rescue
tools and also produces railroad rerailing equipment and other hydraulic
devices.
Hale Products is the world's leading manufacturer of truck-mounted
fire-fighting pumps and manufactures a wide range of portable, mobile and
freestanding pumping units. Hale also is the world's leading manufacturer of
rescue tool systems with the Hurst Jaws of Life(R) and Lukas rescue systems.
It is estimated to have a worldwide market share for truck-mounted
fire-fighting pumps and rescue tools in excess of 50%. Hale's principal
competitor in the U.S. truck-mounted fire-fighting pump market is the Waterous
Company, a subsidiary of American Cast Iron Pipe Company.
Sales of Hale's truck-mounted fire-fighting pumps are made directly to
manufacturers of fire trucks, while portable pumps and rescue tools are
generally sold through independent distributors. Approximately 40% of Hale's
sales are to customers outside the U.S.
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LUBRIQUIP. Lubriquip is headquartered in Warrensville Heights, Ohio
and also has manufacturing plants in McKees Rocks, Pennsylvania, and Madison,
Wisconsin and sales offices in Antwerp, Belgium and Singapore. Its products
include a wide range of centralized oil and grease lubrication systems and
force-feed lubricators marketed under the Trabon, Manzel, Grease Jockey, Kipp
and OPCO trademarks for use in general industrial and transportation
applications. Lubriquip offers a wide variety of customized systems using
selected standard components to meet specific customer requirements. Lubriquip
is subject to competition from several companies in both the domestic and
international markets; however, management estimates that Lubriquip is the
largest U.S. producer of such systems with approximately one-third of the
domestic market for centralized lubricating systems.
Lubriquip's system components include pumps and pump packages for
pneumatic, mechanical, electric and hydraulic operations; metering devices,
electronic controllers, monitors and timers, and accessories. These systems
are sold through independent distributors to a wide range of industrial
markets, including machine tools (both automotive and general purpose),
chemical processing, construction equipment, food processing machinery, engine
and compressor, railroad, and over-the-road truck industries. Lubriquip's
products are available worldwide through over 100 independent distributors,
with international sales representing approximately 20% of total shipments.
Through these networks, Lubriquip also provides an extensive support system of
application engineering, service and repair parts for its products.
MICROPUMP. Micropump, acquired by IDEX in May 1995 for $33 million,
has its headquarters and principal manufacturing facilities in Vancouver,
Washington, and also has operations in St. Neots, England.
Micropump, the leader in corrosion-resistant, magnetically-driven
miniature pump technology with an estimated 40% market share, is subject to
competition from several companies. Its products include pumps and fluid
management systems for low-flow abrasive and corrosive applications such as
inks, dyes, solvents, chemicals, petrochemicals, acids, and chlorides.
Micropump products are used in a variety of industries including chemical
processing, laboratory, medical, printing, electronics, pulp and paper, water
treatment and textiles. Management estimates that 45% of Micropump's sales are
to customers outside the U.S.
PULSAFEEDER. Pulsafeeder has its headquarters and a manufacturing
facility in Rochester, New York. It also manufactures products in Punta Gorda,
Florida, and Muskogee, Oklahoma, and has sales offices in Singapore and
Beijing, China. Pulsafeeder designs and markets a wide range of metering pumps
and controls. These products precisely regulate the flow of liquids in mixing
and blending applications. Primary markets served are water and wastewater
treatment, chemical and hydrocarbon processing, food processing, and warewash
institutional.
Pulsafeeder products are grouped into three categories: engineered
pumps, standard pumps and electronic controls. Engineered pumps, designed and
manufactured in Rochester, New York, include positive displacement,
hydraulically-actuated diaphragm pumps used in precise metering applications in
such industries as electric/gas utilities, chemical processing, petroleum
refining and pharmaceuticals, as well as specialty pumps targeted at niche
markets, including pumps designed to handle highly corrosive chemicals.
Standard pumps, manufactured in Punta Gorda, Florida, represent a growing
portion of Pulsafeeder's business, and include metering pumps designed for
water treatment and water conditioning applications. Electronic controls,
manufactured in Muskogee, Oklahoma, are of advanced microprocessor-based
design, and are used to control the chemical composition of fluids being
pumped, including such applications as recirculating systems for cooling towers
and boilers, and in the water treatment market.
Pulsafeeder pumps are sold through an extensive network of company
sales personnel and independent representatives. Management believes that
Pulsafeeder has approximately 40% of the domestic market for metering pumps
used in the process industries and water treatment markets. Approximately 25%
of its sales are outside of the U.S. Pulsafeeder's principal competitor is
Milton Roy, a unit of Sundstrand Corporation.
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VIKING PUMP. Viking Pump, headquartered in Cedar Falls, Iowa, is the
largest business unit in the Company's Fluid Handling Group and is one of the
world's largest producers of positive displacement rotary gear pumps (Viking's
main product) and spur gear pumps. Management believes that Viking pumps,
which are classified as rotary gear pumps, represent approximately 35% of the
domestic rotary gear pump market. Viking's principal rotary pump competitors
are Roper Industries and the Blackmer division of Dover Corporation. Viking's
other products include rotary lobe and metering pumps, speed reducers, flow
dividers and basket-type line strainers.
Viking pumps are used by numerous industries such as the chemical,
petroleum, food, pulp and paper, machinery and construction industries. Viking
is not dependent on any one industry for a substantial percentage of its sales.
Sales of Viking pumps and replacement parts are made through approximately 100
independent distributors and directly to original equipment manufacturers.
Approximately 35% of Viking's sales occur outside of the U.S. In addition to
its facilities in Cedar Falls, Iowa, Viking also maintains manufacturing
facilities in Eastbourne, England; Windsor, Ontario, Canada; Shannon, Ireland;
and has sales offices in Alphen, Netherlands; Singapore; Toronto, Ontario,
Canada; and Beijing, China.
Viking operates two foundries in Cedar Falls, Iowa which supply a
majority of Viking's castings requirements. In addition, these foundries sell
a variety of castings to outside customers.
WARREN RUPP. Warren Rupp is a producer of air-operated and
motor-driven double-diaphragm pumps, generally sold under the SandPIPER
tradename. This business unit is headquartered in Mansfield, Ohio and has a
distribution and assembly facility in Shannon, Ireland to serve the European
market and a sales office in Singapore. Warren Rupp's principal competitor is
Wilden Pump and Engineering Co. Management believes that Warren Rupp has
approximately one-third of the domestic market for air-operated
double-diaphragm pumps.
Warren Rupp's pumps are well suited for pumping liquids, slurries and
solids in suspension. Its pump models are made from cast iron, stainless steel
and non-metallic composites to meet requirements to pump various types of
material. End-user markets include the paint, chemical, mining, construction,
and automotive service industries. Warren Rupp pumps are sold through a
network of independent distributors and directly to a small number of original
equipment manufacturers. Sales outside of the U.S. represent approximately 45%
of Warren Rupp sales.
INDUSTRIAL PRODUCTS GROUP
The Industrial Products Group, which in 1995 accounted for 29% of the
Company's total sales, manufactures sheet metal fabricating equipment and
tooling, stainless steel banding and clamping devices, vibration control
devices, and sign-mounting products and systems. In 1995, approximately 38% of
this Group's sales were to customers outside the U.S. The four business units
comprising this Group are described below.
BAND-IT. Band-It, headquartered in Denver, Colorado, is one of the
largest worldwide producers of stainless steel bands, buckles and preformed
clamps and related installation tools. Its clamps are used to secure hoses to
nipples, devices to pipes and poles, signs to sign standards, fences to posts,
insulation to pipes, and for hundreds of other industrial clamping functions.
Band-It also has developed an exclusive line of tools for installing its
clamping devices.
Management believes that Band-It has approximately 50% of the
domestic market for quality stainless steel bands and buckles; however, it is
subject to competition from several companies in both the domestic and
international markets. Band-It markets its products domestically and
internationally. It has manufacturing and distribution facilities in Staveley,
England and in Singapore to serve the European and Pacific Basin markets.
International sales account for approximately 50% of Band-It's sales. Its
products are sold through a worldwide network of nearly 4,000 distributors to a
wide range of markets, including the transportation, utilities, mining, oil and
gas, industrial maintenance, construction, communication and electronics
industries.
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SIGNFIX. Signfix has its headquarters and a manufacturing facility
near Bristol, England with another manufacturing facility in Tipton, England.
Signfix also has a distribution facility in Germany.
Signfix, the leading U.K.-based manufacturer of sign-mounting devices
and related equipment with an estimated 45% U.K. market share, is subject to
competition from several companies. Signfix products include road, traffic and
commercial sign-mounting systems and stainless steel bands and clamps for
various municipal, commercial and industrial applications. Management
estimates that 20% of Signfix sales are to customers outside the U.K.
STRIPPIT. Strippit, headquartered in Akron, New York, with sales and
service offices in Swindon, England; Paris, France; Singapore and Beijing,
China, is the largest business unit in the Company's Industrial Products Group
and is a manufacturer of a broad range of sheet metal fabricating equipment and
tooling. Strippit produces equipment which incorporates a high proportion of
state-of-the-art technology and has numerous active patents in machine tool
technology, none of which is individually material to its operations.
Strippit's products include single station semi-automatic fabricators; advanced
computer-controlled turret punching machines (including models with plasma arc
or laser cutting heads); punches, dies and related tooling items; load/unload
systems for use in conjunction with Strippit's equipment; and hand-operated
metal forming machines for use in industries which utilize light gauges of
sheet metal. Strippit also is a distributor of Burgmaster metal-cutting
machines and parts. Strippit's products are sold through a combination of
direct sales, and independent distributors and agents to a large and diverse
customer base, including customers in the electronics, office, farm and
hospital equipment markets. Approximately 30% of Strippit's total sales are to
customers outside the U.S.
Strippit is one of the largest domestic producers of its type of metal
fabricating equipment, and management believes it has approximately 30% of the
domestic market for numerically controlled punching machines. Its principal
competitor, U.S. Amada, Ltd., is a Japanese firm which, based on its combined
domestic production and imports, is currently believed to have a somewhat
larger share of the numerically controlled punching machine market in the U.S.
VIBRATECH. Vibratech, headquartered in Alden, New York, produces a
broad line of engineered long-life mechanical energy absorption devices,
providing vibration and motion control for transportation equipment, machinery
manufacturers and other users. Vibratech's three major product lines are:
viscous torsional vibration dampers used primarily for heavy duty diesel and
high-horsepowered motorsport engines and transmissions; fluid and friction ride
control products for rail, truck and vehicle manufacturers; and specialized
aircraft vibration and motion control dampers. The largest portion of its
sales are made directly to original equipment manufacturers who also service
the replacement parts market.
Vibratech's principal competitor in the viscous torsional vibration
damper market for heavy duty diesel engines is a U.K. based subsidiary of
Cummins Engine, Inc., which serves the damper requirements of Cummins Engine in
the U.S. market. Management believes that Vibratech has approximately 40% of
the domestic market for viscous torsional vibration dampers, including that
portion serviced by captive producers. Sales outside the U.S. are
approximately 10% of Vibratech's total sales.
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GENERAL ASPECTS APPLICABLE TO THE COMPANY'S BUSINESS GROUPS
EMPLOYEES. At December 31, 1995, IDEX had 3,233 employees, of which
approximately one-third were represented by labor unions with various contracts
expiring through February 2000. Management believes that its relationship with
employees is generally good. While no assurances can be given, management
believes that the Company will be able to satisfactorily renegotiate its
collective bargaining agreements.
SUPPLIERS. IDEX manufactures many of the parts and components used in
its products. Substantially all materials, parts and components purchased by
IDEX are available from multiple sources.
INVENTORY AND BACKLOG. Backlogs do not have material significance in
either of the Company's business segments. The Company regularly and
systematically adjusts production schedules and quantities based on the flow of
incoming orders. While total inventory levels may also be affected by changes
in orders, the Company generally tries to maintain relatively stable inventory
levels based on its assessment of the requirements of the various industries
served.
SEGMENT INFORMATION. For segment financial information for the years
1995, 1994 and 1993 see the table presented on page 17 under "Management's
Discussion and Analysis of Financial Condition and Results of Operations," as
set forth in the 1995 Annual Report and incorporated herein by reference, and
Note 12 of the Notes to Consolidated Financial Statements on page 28 of the
1995 Annual Report, which is incorporated herein by reference.
EXPORTS. For export information for the years 1995, 1994 and 1993,
see Note 12 of the Notes to Consolidated Financial Statements on page 28 of the
1995 Annual Report, which is incorporated herein by reference.
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EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the names of the executive officers of
the Company, their ages, the positions and offices with the Company held by
them, and their business experience during the past 5 years.
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<CAPTION>
Position with IDEX and
Name Business Experience
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Donald N. Boyce (Age 57) Chairman of the Board, President and Chief Executive
Officer since prior to January 1991.
Frank J. Hansen (Age 54) Senior Vice President - Operations and Chief Operating Officer since
August 1994; Vice President - Group Executive from January 1993 to July
1994; President of Viking Pump, Inc. from prior to January 1991 to July
1994.
Wayne P. Sayatovic (Age 50) Senior Vice President - Finance, Chief Financial Officer and Secretary
since August 1994; Vice President - Finance, Chief Financial Officer and
Secretary from January 1992 to July 1994; Vice President, Treasurer and
Secretary from prior to January 1991 to December 1991.
Mark W. Baker (Age 48) Vice President - Group Executive since August 1994; President of
Lubriquip, Inc. from prior to January 1991 to August 1994.
Jerry N. Derck (Age 49) Vice President - Human Resources since November 1992; Vice President -
Human Resources, North America of Tupperware Corporation, a subsidiary
of Premark International from prior to January 1991 to October 1992.
P. Peter Merkel, Jr. (Age 62) Vice President - Group Executive since October 1995; President of
Band-It-IDEX, Inc. from prior to January 1991 to October 1995.
Wade H. Roberts, Jr. (Age 49) Vice President - Group Executive since January 1993; President of Hale
Products, Inc. since May 1994; President of Strippit, Inc. from prior to
January 1991 to April 1994.
Clinton L. Kooman (Age 52) Controller since November 1995; Assistant Controller of Manufacturing
Accounting from prior to January 1991 to November 1995.
Douglas C. Lennox (Age 43) Treasurer since November 1995; Vice President - Controller of Lubriquip,
Inc. from April 1991 to October 1995; Assistant Corporate Controller -
Financial Accounting from prior to January 1991 to March 1991.
</TABLE>
The Company's executive officers are elected at a meeting of the Board
of Directors immediately following the annual meeting of shareholders, and they
serve until the next annual meeting of the Board, or until their successors are
duly elected.
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ITEM 2. PROPERTIES.
The Company's executive offices occupy approximately 10,000 square feet
of leased space in Northbrook, Illinois. The Company's principal manufacturing
facilities are listed below and are considered to be suitable and adequate for
their operations. Management believes that utilization of manufacturing
capacity ranges from 50% to 80% in each facility.
FLUID HANDLING GROUP
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APPROXIMATE
AREA OWNED OR
LOCATION (IN SQ. FT.) LEASED
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Corken
Oklahoma City, Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . 67,000 Leased
Hale
Conshohocken, Pennsylvania . . . . . . . . . . . . . . . . . . . . . . . . 148,000 Owned
Shelby, North Carolina . . . . . . . . . . . . . . . . . . . . . . . . . . 39,000 Owned
St. Joseph, Tennessee . . . . . . . . . . . . . . . . . . . . . . . . . . 34,000 Owned
Warwick, England . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61,000 Owned
Erlangen, Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127,000 Owned
Dieburg, Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,000 Leased
Lubriquip
Warrensville Heights, Ohio . . . . . . . . . . . . . . . . . . . . . . . . 90,000 Owned
McKees Rocks, Pennsylvania . . . . . . . . . . . . . . . . . . . . . . . . 35,000 Owned
Madison, Wisconsin . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,000 Leased
Micropump
Vancouver, Washington . . . . . . . . . . . . . . . . . . . . . . . . . . 60,000 Owned
Pulsafeeder
Rochester, New York . . . . . . . . . . . . . . . . . . . . . . . . . . . 70,000 Leased
Punta Gorda, Florida . . . . . . . . . . . . . . . . . . . . . . . . . . . 80,000 Owned
Muskogee, Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,000 Owned
Viking Pump
Cedar Falls, Iowa . . . . . . . . . . . . . . . . . . . . . . . . . . . . 460,000 Owned
Shannon, Ireland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,000 Leased
St. Louis, Missouri . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,000 Leased
Windsor, Ontario, Canada . . . . . . . . . . . . . . . . . . . . . . . . . 35,000 Owned
Eastbourne, England . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,000 Leased
Warren Rupp
Mansfield, Ohio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79,000 Owned
</TABLE>
INDUSTRIAL PRODUCTS GROUP
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APPROXIMATE
AREA OWNED OR
LOCATION (IN SQ. FT.) LEASED
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Band-It
Denver, Colorado . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84,000 Owned
Staveley, England . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,000 Leased
Signfix
Bristol, England . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,000 Owned
Bristol, England . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,000 Leased
Tipton, England. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000 Owned
Strippit
Akron, New York . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 255,000 Owned
Vibratech
Alden, New York . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83,000 Owned
Buffalo, New York (idle facility currently for sale) . . . . . . . . . . . 342,000 Owned
</TABLE>
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ITEM 3. LEGAL PROCEEDINGS.
The Company and the Subsidiaries are party to various legal proceedings
arising in the ordinary course of business, none of which is expected to have a
material adverse effect on the Company's business or financial condition.
The Subsidiaries are subject to extensive federal, state and local laws,
rules and regulations pertaining to environmental, waste management and health
and safety matters. Permits are or may be required for some of the
Subsidiaries' facilities and waste-handling activities and these permits are
subject to revocation, modification and renewal. In addition, risks of
substantial costs and liabilities are inherent in the Subsidiaries' operations
and facilities, as they are with other companies engaged in similar industries,
and there can be no assurance that such costs and liabilities will not be
incurred. The Company is not aware of any environmental, health or safety
matter which could, individually or in the aggregate, materially adversely
affect the business or financial condition of the Company or any of its
Subsidiaries.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS.
Information regarding the prices of and dividends on the Common Stock,
and certain related matters, is incorporated herein by reference to "Shareholder
Information" at page 33 of the 1995 Annual Report.
The principal market for the Common Stock is the New York Stock
Exchange. As of February 28, 1996 the Common Stock was held by 1,346
shareholders and there were 19,145,093 shares of Common Stock outstanding.
ITEM 6. SELECTED FINANCIAL DATA.
The information set forth under "Historical Data" at page 15 of the 1995
Annual Report is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The information set forth under "Management's Discussion and Analysis of
Financial Condition and Results of Operations" at pages 16 to 19 of the 1995
Annual Report is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Consolidated Financial Statements of IDEX, including the Notes
thereto, together with the report thereon of Deloitte & Touche LLP at pages 20
to 30 of the 1995 Annual Report are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Certain information regarding the directors of the Company is
incorporated herein by reference to the information set forth under "Election of
Directors" at pages 2 to 6 of the 1996 Proxy Statement.
Information regarding executive officers of the Company is incorporated
herein by reference to Item 1 of this report under the caption "Executive
Officers of the Registrant" at page 6.
Certain information regarding compliance with Section 16(a) of the
Securities and Exchange Act of 1934, as amended, is incorporated herein by
reference to the information set forth under "Compliance with Section 16(a) of
the Exchange Act" at page 24 to 25 of the 1996 Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION.
Information regarding executive compensation is incorporated by
reference to the materials under the caption "Compensation of Directors and
Executive Officers" at pages 7 to 13 of the 1996 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information regarding security ownership of certain beneficial owners
and management is incorporated herein by reference to the information set forth
under "Principal Shareholders" at pages 21 to 23 of the 1996 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information regarding certain relationships and related transactions is
incorporated herein by reference to the information set forth under "Election of
Directors -- Certain Interests" at page 6 and "Approval of Amended and Restated
IDEX Corporation Directors Deferred Compensation Plan" at pages 19 to 20 of the
1996 Proxy Statement.
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PART IV
ITEM 14.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) 1. Financial Statements
The following financial statements are incorporated herein
by reference to the 1995 Annual Report.
<TABLE>
<CAPTION>
1995 Annual
Report Page
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<S> <C>
Consolidated Balance Sheets as of December 31, 1995 and 1994 20
Statements of Consolidated Operations for the
Years Ended December 31, 1995, 1994 and 1993 21
Statements of Consolidated Shareholders' Equity
for the Years Ended December 31, 1995, 1994 and 1993 22
Statements of Consolidated Cash Flows for the
Years Ended December 31, 1995, 1994 and 1993 23
Notes to Consolidated Financial Statements 24 - 29
Independent Auditors' Report 30
2. Financial Statement Schedule
The financial statement schedule filed with this report is
listed on the "Index to Financial Statement Schedules."
3. Exhibits
The exhibits filed with this report are listed on the
"Exhibit Index."
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the fourth quarter of the
year ended December 31, 1995.
</TABLE>
10
<PAGE> 12
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, ON THE 28TH DAY OF
FEBRUARY, 1996.
IDEX CORPORATION
By /s/ WAYNE P. SAYATOVIC
-----------------------------------
Wayne P. Sayatovic
Senior Vice President - Finance,
Chief Financial Officer and Secretary
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND
IN THE CAPACITIES AND ON THE DATES INDICATED:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ DONALD N. BOYCE Chairman of the Board, February 28, 1996
- ---------------------- President and Chief
Donald N. Boyce Executive Officer (Principal
Executive Officer)
/s/ WAYNE P. SAYATOVIC Senior Vice President - Finance, February 28, 1996
- ---------------------- Chief Financial Officer and Secretary
Wayne P. Sayatovic (Principal Financial
and Accounting Officer)
/s/ RICHARD E. HEATH Director February 28, 1996
- ----------------------
Richard E. Heath
/s/ HENRY R. KRAVIS Director February 28, 1996
- ----------------------
Henry R. Kravis
/s/ WILLIAM H. LUERS Director February 28, 1996
- ----------------------
William H. Luers
/s/ PAUL E. RAETHER Director February 28, 1996
- ----------------------
Paul E. Raether
/s/ CLIFTON S. ROBBINS Director February 28, 1996
- ----------------------
Clifton S. Robbins
/s/ GEORGE R. ROBERTS Director February 28, 1996
- ----------------------
George R. Roberts
/s/ NEIL A. SPRINGER Director February 28, 1996
- ----------------------
Neil A. Springer
/s/ MICHAEL T. TOKARZ Director February 28, 1996
- ----------------------
Michael T. Tokarz
</TABLE>
II-1
<PAGE> 13
INDEX TO FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
Page
----
<S> <C>
Independent Auditors' Report S-2
Schedule II - Valuation and Qualifying Accounts S-3
</TABLE>
All other schedules are omitted because they are not applicable, or not
required, or because the required information is included in the
Consolidated Financial Statements of IDEX or the Notes thereto.
S-1
<PAGE> 14
INDEPENDENT AUDITORS' REPORT
IDEX Corporation:
We have audited the consolidated financial statements of IDEX Corporation and
its Subsidiaries as of December 31, 1995 and 1994 and for each of the three
years in the period ended December 31, 1995, and have issued our report thereon
dated January 16, 1996; such financial statements and report are included in
your 1995 Annual Report to Shareholders and are incorporated herein by
reference. Our audits also included the financial statement schedule of IDEX
Corporation, listed in Item 14. This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express
an opinion based on our audits. In our opinion, such financial statement
schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.
Deloitte & Touche LLP
Chicago, Illinois
January 16, 1996
S-2
<PAGE> 15
IDEX CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
(IN THOUSANDS)
<TABLE>
<CAPTION>
Balance Charged To Balance
Beginning of Costs and Deductions End
Year Expenses (1) Other of Year
------------ ---------- ----------- ------ --------
<S> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1995:
Deducted From Assets To Which They Apply:
Allowance for Doubtful Accounts. . . . . . . . . $1,822 $1,557 $1,006 $(214) $2,159
YEAR ENDED DECEMBER 31, 1994:
Deducted From Assets To Which They Apply:
Allowance for Doubtful Accounts. . . . . . . . . 1,174 591 484 541 1,822
YEAR ENDED DECEMBER 31, 1993:
Deducted From Assets To Which They Apply:
Allowance for Doubtful Accounts. . . . . . . . . 1,100 784 602 (108) 1,174
</TABLE>
____________________
(1) Represents uncollectible accounts, net of recoveries.
S-3
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Page
- ------ ----------- ----
<S> <C> <C>
3.1 Restated Certificate of Incorporation of IDEX (formerly HI, Inc.)
(incorporated by reference to Exhibit No. 3.1 to the Registration
Statement on Form S-1 of IDEX Corporation, et al., Registration No.
33-21205, as filed on April 21, 1988).
3.1(a) Amendment to Restated Certificate of Incorporation of IDEX
(incorporated by reference to Exhibit No. 3.2 to Amendment No. 1
to the Registration Statement on Form S-1 of IDEX Corporation,
Registration No. 33-28317, as filed on June 1, 1989).
3.2 Amended and Restated By-Laws of IDEX (incorporated by reference to
Exhibit No. 3.2 to Post-Effective Amendment No. 2 to the
Registration Statement on Form S-1 of IDEX Corporation, et al.,
Registration No. 33-21205, as filed on July 17, 1989).
3.2(a) Amended and Restated Article III, Section 13 of the Amended and
Restated By-Laws of IDEX (incorporated by reference to Exhibit No.
3.2(a) to Post-Effective Amendment No. 3 to the Registration
Statement on Form S-1 of IDEX Corporation, et al., Registration
No. 33-21205, as filed on February 12, 1990).
4.1 Restated Certificate of Incorporation and By-Laws of IDEX (filed as
Exhibits No. 3.1 through No. 3.2(a)).
4.2 Indenture, dated as of September 15, 1992, among IDEX, the
Subsidiaries and The Connecticut National Bank, as Trustee,
relating to the 9-3/4% Senior Subordinated Notes of IDEX due 2002
(incorporated by reference to Exhibit No. 4.2 to the Annual Report
of IDEX on Form 10-K for the fiscal year ending December 31, 1992,
Commission File No. 1-10235).
*4.2(a) First Supplemental Indenture dated as of December 22, 1995 among
IDEX Corporation and the Subsidiaries named therein, and Fleet
National Bank of Connecticut (formerly known as Shawmut Bank
Connecticut, N.A., which was formerly known as The Connecticut
National Bank), a national banking association, as trustee.
4.3 Specimen Senior Subordinated Note of IDEX (including specimen
Guarantee) (incorporated by reference to Exhibit No. 4.3 to the
Annual Report of IDEX on Form 10-K for the fiscal year ending
December 31, 1992, Commission File No. 1-10235).
4.4 Specimen Certificate of Common Stock (incorporated by reference to
Exhibit No. 4.3 to the Registration Statement on Form S-2 of IDEX
Corporation, et al., Registration No. 33-42208, as filed on
September 16, 1991).
10.1 Second Amended and Restated Credit Agreement dated as of January
29, 1993 among IDEX, various banks named therein and Continental
Bank N.A., as Agent (incorporated by reference to Exhibit No. 10.1
to the Annual Report of IDEX on Form 10-K for the fiscal year
ending December 31, 1992, Commission File No. 1-10235).
</TABLE>
E-1
<PAGE> 17
<TABLE>
<CAPTION>
Exhibit
Number Description Page
- ------ ----------- ----
<S> <C> <C>
10.1(a) First Amendment dated as of May 23, 1994, to Second Amended and
Restated Credit Agreement dated as of January 29, 1993, by
and among IDEX Corporation, various banks named therein and
Continental Bank N.A., as Agent (incorporated by reference to
Exhibit No. 10.18 to the Quarterly Report of IDEX on Form 10-Q
for the quarter ended June 30, 1994, Commission File No. 1-10235).
10.1(b) Second Amendment dated as of October 24, 1994, to Second Amended
and Restated Credit Agreement dated as of January 29, 1993, by and
among IDEX Corporation, as borrower and Bank of America Illinois
(formerly known as Continental Bank N.A.), as a Bank and as agent,
and the other banks signatory thereto (incorporated by reference to
Exhibit No. 10.1(b) to the Annual Report of IDEX on Form 10-K for the
fiscal year ending December 31, 1994, Commission File No. 1-10235).
10.1(c) Third Amendment dated as of February 28, 1995, to Second Amended
and Restated Credit Agreement dated as of January 29, 1993, by and
among IDEX Corporation, as borrower and Bank of America Illinois,
as Agent (incorporated by reference to Exhibit No. 10.1(c) to the
Quarterly Report of IDEX on Form 10-Q for the quarter ended
March 31, 1995, Commission File No. 1-10235).
*10.1(d) Fourth Amendment dated as of November 1, 1995, to Second Amended
and Restated Credit Agreement dated as of January 29, 1993, by
and among IDEX Corporation, as borrower and Bank of America
Illinois, as Agent.
*10.1(e) Fifth Amendment dated as of December 22, 1995, to Second Amended and
Restated Credit Agreement dated as of January 29, 1993, by and
among IDEX Corporation, as borrower and Bank of America Illinois,
as Agent.
10.2 Pledge Agreement, dated January 22, 1988, between IDEX and the Bank
Agent (incorporated by reference to Exhibit No. 10.3 to the
Registration Statement on Form S-1 of IDEX Corporation, et al.,
Registration No. 33-21205, as filed on April 21, 1988).
10.3 Guaranty Agreement, dated January 22, 1988, between each of the
Guarantors named therein and the Bank Agent (incorporated by
reference to Exhibit No. 10.4 to the Registration Statement on Form
S-1 of IDEX Corporation, et al., Registration No. 33-21205, as filed
on April 21, 1988).
10.3(a) Guaranty Agreement, dated May 7, 1991, by CIC Acquisition
Corporation in favor of the Bank Agent (incorporated by reference
to Exhibit No. 10.3(a) to the Registration Statement on Form S-1
of IDEX Corporation, et al., Registration No. 33-50220, as filed on
July 29, 1992).
10.3(b) Guaranty Agreement, dated May 4, 1992, by PLF Acquisition
Corporation and MCL Acquisition Corporation in favor of the Agent
(incorporated by reference to Exhibit No. 10.3(b) to the
Registration Statement on Form S-1 of IDEX Corporation, et al.,
Registration No. 33-50220, as filed on July 29, 1992).
</TABLE>
E-2
<PAGE> 18
<TABLE>
<CAPTION>
Exhibit
Number Description Page
- ------ ----------- ----
<S> <C> <C>
10.3(c) Guaranty Agreement, dated October 24, 1994, executed by Hale
Products, Inc. in favor of the Bank Agent (incorporated by
reference to Exhibit No. 10.3(c) to the Annual Report of
IDEX on Form 10-K for the fiscal year ending December 31,
1994, Commission File No. 1-10235).
*10.3(d) Guaranty Agreement, dated as of November 1, 1995, executed
by Micropump, Inc. in favor of the Bank Agent.
*10.3(e) Guaranty Agreement, dated as of December 22, 1995, executed
by Dunja Verwaltungsgesellschaft mbH (a German corporation)
in favor of the Bank Agent.
10.4 Inter-Guarantor Agreement, dated as of January 22, 1988
among the Subsidiaries named therein and the Bank Agent
(incorporated by reference to Exhibit No. 4.8 to the
Registration Statement on Form S-1 of IDEX Corporation, et al.,
Registration No. 33-21205, as filed on April 21, 1988).
10.4(a) First Amendment to Inter-Guarantor Agreement, dated as of
May 7, 1991, among IDEX Corporation and the Subsidiaries named
therein (incorporated by reference to Exhibit No. 10.6(a)
to the Registration Statement on Form S-1 of IDEX Corporation,
et al., Registration No. 33-50220, as filed on July 29, 1992).
10.4(b) Second Amendment to Inter-Guarantor Agreement, dated as of
October 24, 1994, by and among IDEX Corporation and the
Subsidiaries named therein (incorporated by reference to
Exhibit No. 10.4(b) to the Annual Report of IDEX on Form 10-K
for the fiscal year ending December 31, 1994, Commission
File No. 1-10235).
*10.4(c) Third Amendment to Inter-Guarantor Agreement, dated as of
November 1, 1995, by and among IDEX Corporation and the
Subsidiaries named therein.
*10.4(d) Fourth Amendment to Inter-Guarantor Agreement, dated as of
December 22, 1995, by and among IDEX Corporation and the
Subsidiaries named therein.
**10.5 Amended and Restated Employment Agreement between IDEX
Corporation and Donald N. Boyce, dated as of January 22, 1988
(incorporated by reference to Exhibit No. 10.15 to Amendment
No. 1 to the Registration Statement on Form S-1 of IDEX
Corporation, Registration No. 33-28317, as filed on June 1,
1989).
**10.5(a) First Amendment to the Amended and Restated Employment
Agreement between IDEX Corporation and Donald N. Boyce, dated
as of January 13, 1993 (incorporated by reference to Exhibit
No. 10.5(a) to the Annual Report of IDEX on Form 10-K for
the fiscal year ending December 31, 1992, Commission File
No. 1-10235).
</TABLE>
E-3
<PAGE> 19
<TABLE>
<CAPTION>
Exhibit
Number Description Page
- ------ ----------- ----
<S> <C> <C>
**10.5(b) Second Amendment to the Amended and Restated Employment Agreement
between IDEX Corporation and Donald N. Boyce, dated as of September
27, 1994 (incorporated by reference to Exhibit No. 10.5(b) to the
Annual Report of IDEX on Form 10-K for the fiscal year ending
December 31, 1994, Commission File No. 1-10235).
**10.6 Amended and Restated Employment Agreement between IDEX Corporation
and Wayne P. Sayatovic, dated as of January 22, 1988 (incorporated
by reference to Exhibit No. 10.17 to Amendment No. 1 to the
Registration Statement on Form S-1 of IDEX Corporation, Registration
No. 33-28317, as filed on June 1, 1989).
**10.6(a) First Amendment to the Amended and Restated Employment Agreement
between IDEX Corporation and Wayne P. Sayatovic, dated as of
January 13, 1993 (incorporated by reference to Exhibit No. 10.7(a)
to the Annual Report of IDEX on Form 10-K for the fiscal year ending
December 31, 1992, Commission File No. 1-10235).
**10.6(b) Second Amendment to the Amended and Restated Employment Agreement
between IDEX Corporation and Wayne P. Sayatovic, dated as of
September 27, 1994 (incorporated by reference to Exhibit No. 10.6 (b)
to the Annual Report of IDEX on Form 10-K for the fiscal year ending
December 31, 1994, Commission File No. 1-10235).
**10.7 Employment Agreement between IDEX Corporation and Frank J. Hansen
dated as of August 1, 1994 (incorporated by reference to Exhibit
No. 10.7 to the Quarterly Report of IDEX on Form 10-Q for the
quarter ended September 30, 1994, Commission File No. 1-10235).
**10.7(a) First Amendment to the Employment Agreement between IDEX Corporation
and Frank J. Hansen, dated as of September 27, 1994 (incorporated by
reference to Exhibit No. 10.7(a) to the Annual Report of IDEX on Form
10-K for the fiscal year ending December 31, 1994, Commission File
No. 1-10235).
**10.8 Employment Agreement between IDEX Corporation and Jerry N. Derck,
dated as of September 27, 1994 (incorporated by reference to Exhibit
No. 10.8 to the Annual Report of IDEX on Form 10-K for the fiscal
year ending December 31, 1994, Commission File No. 1-10235).
**10.9 Management Incentive Compensation Plan (incorporated by reference to
Exhibit No. 10.21 to Amendment No. 1 to the Registration Statement on
Form S-1 of IDEX Corporation, Registration No. 33-28317, as filed on
June 1, 1989).
**10.10 Form of Indemnification Agreement (incorporated by reference to
Exhibit No. 10.23 to the Registration Statement on Form S-1 of IDEX
Corporation, Registration No. 33-28317, as filed on April 26, 1989).
</TABLE>
E-4
<PAGE> 20
<TABLE>
<CAPTION>
Exhibit
Number Description Page
- ------ ----------- ----
<S> <C> <C>
**10.11 Form of Shareholder Purchase and Sale Agreement (incorporated by
reference to Exhibit No. 10.24 to Amendment No. 1 to the
Registration Statement on Form S-1 of IDEX Corporation,
Registration No. 33-28317, as filed on June 1, 1989).
**10.12 Revised Form of IDEX Corporation Stock Option Plan for Outside
Directors (incorporated by reference to Exhibit No. 10.22(a) to
Post-Effective Amendment No. 4 to the Registration Statement on
Form S-1 of IDEX Corporation, et al., Registration No. 33-21205,
as filed on March 2, 1990).
**10.13 Amendment to the IDEX Corporation Stock Option Plan for Outside
Directors, adopted by resolution of the Board of Directors dated
as of January 28, 1992 (incorporated by reference to Exhibit No.
10.21(a) of the Annual Report of IDEX on Form 10-K for the fiscal
year ended December 31, 1991, Commission File No. 1-10235).
**10.14 Non-Qualified Stock Option Plan for Non-Officer Key Employees of
IDEX Corporation (incorporated by reference to Exhibit No. 10.15
to the Annual Report of IDEX on Form 10-K for the fiscal year ending
December 31, 1992, Commission File No. 1-102351).
**10.15 Non-Qualified Stock Option Plan for Officers of IDEX Corporation
(incorporated by reference to Exhibit No. 10.16 to the Annual Report
of IDEX on Form 10-K for the fiscal year ending December 31, 1992,
Commission File No. 1-102351).
**10.16 IDEX Corporation Supplemental Executive Retirement Plan (incorporated
by reference to Exhibit No. 10.17 to the Annual Report of IDEX on
Form 10-K for the fiscal year ending December 31, 1992, Commission
File No. 1-102351).
10.17 Stock Purchase Agreement, dated as of May 6, 1994 by and among HPI
Acquisition Corp., HFP Partners, L.P., the persons listed on Schedule
A and Hale Products, Inc. (incorporated by reference to Exhibit No.
10.17 to the Quarterly Report of IDEX on Form 10-Q for the quarter
ended June 30, 1994, Commission File No. 1-10235). Revolving Credit
Facility, dated as of September 29, 1995, between Dunja
Verwaltungsgesellschaft mbH and Bank of America NT & SA,
Frankfurt Branch.
Revolving Credit Facility, dated as of September 29, 1995, between
Dunja Verwaltungsgesellschaft mbH and Bank of America NT & SA,
Frankfurt Branch (a copy of the agreement is available to the
Commission upon request).
</TABLE>
E-5
<PAGE> 21
<TABLE>
<CAPTION>
Exhibit
Number Description Page
- ------ ----------- ----
<S> <C> <C>
*13 1995 Annual Report to Shareholders of IDEX.
*21 Subsidiaries of IDEX.
*24 Consent of Deloitte & Touche LLP.
*27 Financial Data Schedule.
</TABLE>
- ------------------------------
*Filed herewith.
**Management contract or compensatory plan or arrangement.
E-6
<PAGE> 1
EXHIBIT 4.2(a)
FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE is dated as of December 22, 1995 among
IDEX CORPORATION, a Delaware corporation, as Issuer (the "Company"),
BAND-IT-IDEX, INC., a Delaware corporation ("Band-It"), CORKEN, INC., a
Delaware corporation ("Corken"), PULSAFEEDER, INC., a Delaware corporation
("Pulsafeeder"), VIBRATECH, INC., a Delaware corporation ("Vibratech"), VIKING
PUMP, INC., a Delaware corporation ("Viking"), WARREN RUPP, INC., a Delaware
corporation ("Warren Rupp"), LUBRIQUIP, INC., a Delaware corporation
("Lubriquip"), STRIPPIT, INC., a Delaware corporation ("Strippit," and together
with Band-It, Corken, Pulsafeeder, Vibratech, Viking, Warren Rupp and
Lubriquip, each an "Original Guarantor" and collectively, the "Original
Guarantors"), HALE PRODUCTS, INC., a Pennsylvania corporation ("Hale"),
MICROPUMP, INC., a Delaware corporation ("Micropump"), DUNJA
VERWALTUNGSGESELLSCHAFT MBH, a German corporation ("Dunja," and together with
Hale and Micropump, each a "New Guarantor" and collectively, the "New
Guarantors," and together with the Original Guarantors, the "Guarantors"), and
Fleet National Bank of Connecticut (formerly known as Shawmut Bank Connecticut,
National Association, which was formerly known as The Connecticut National
Bank), a national banking association, as trustee (the "Trustee").
RECITALS
WHEREAS, the Company, the Original Guarantors and the Trustee entered into
an Indenture, dated as of September 15, 1992 (the "Indenture"), pursuant to
which the Company issued $75,000,000 in principal amount of 9 3/4% Senior
Subordinated Notes due 2002 (the "Securities") (capitalized terms used herein
without definition shall have the respective meanings ascribed to them in the
Indenture); and
WHEREAS, Section 11.03 of the Indenture provides that any person that was
not a Guarantor on the date of the Indenture may become a Guarantor by
executing and delivering to the Trustee, among other things, a supplemental
indenture in form and substance satisfactory to the Trustee;
WHEREAS, Section 9.01 of the Indenture provides, among other things, that
the Company and the Guarantors when authorized by a Board Resolution of their
respective Boards of Directors, and the Trustee, may amend, waive or supplement
the Indenture without notice to or consent of any Securityholder to make any
change that would provide any additional benefit or rights to the
Securityholders or that does not adversely affect the rights of any
Securityholders;
WHEREAS, the Company, the Guarantors and the Trustee desire to supplement
the Indenture to include each New Guarantor as a Guarantor under the Indenture,
and each New Guarantor has agreed to guarantee the Securities pursuant to
Article Eleven of the Indenture;
<PAGE> 2
WHEREAS, all acts and things prescribed by the Indenture, by law and by
the respective Certificates of Incorporation and By-Laws of the Company, the
Guarantors and the Trustee necessary to make this First Supplemental Indenture
a valid instrument legally binding on the Company, the Guarantors and the
Trustee, in accordance with its terms, have been duly done and performed.
NOW, THEREFORE, to comply with the provisions of the Indenture and in
consideration of the above premises, the Company, the Guarantors and the
Trustee covenant and agree for the equal and proportionate benefit of the
respective Holders of the Securities as follows:
ARTICLE 1
Section 1.011. This First Supplemental Indenture is supplemental to the
Indenture and does and shall be deemed to form a part of, and shall be
construed in connection with and as part of, the Indenture for any and all
purposes, including but not limited to discharge of the Indenture as provided
in Article 8 of the Indenture.
Section 1.012. Subject to the provisions of Article Eleven of the
Indenture, each New Guarantor agrees that it will duly and punctually perform
and observe all of the covenants and conditions in the Indenture to be
performed by a Guarantor as if such New Guarantor had been an original
Guarantor of the Securities. Any Guarantee endorsed on any Security delivered
after the date of this First Supplemental Indenture in substitution or exchange
for any outstanding Security as provided in the Indenture shall be executed and
delivered by each New Guarantor and each such Guarantee on each such Security
shall constitute an obligation of such New Guarantor; provided, however, that
each Guarantee hereunder shall be effective without such notation.
Section 1.013. This First Supplemental Indenture shall become effective
immediately upon its execution and delivery by each of the Company, the
Guarantors and the Trustee.
ARTICLE 2
Section 1.021. Except as specifically modified herein, the Indenture, the
Securities and the Guarantees are in all respects ratified and confirmed and
shall remain in full force and effect in accordance with their terms.
Section 1.022. Except as otherwise expressly provided herein, no duties,
responsibilities or liabilities are assumed, or shall be construed to be
assumed, by the Trustee by reason of this First Supplemental Indenture. This
First Supplemental Indenture is executed and accepted by the Trustee subject to
all the terms and conditions set forth in the Indenture with the same force and
effect as if those terms and conditions were repeated at length herein and made
applicable to the Trustee with respect hereto.
2
<PAGE> 3
Section 1.023. The laws of the State of New York shall govern this First
Supplemental Indenture without regard to principles of conflicts of law. The
Trustee, the Company, the Guarantors and the Securityholders agree to submit to
the jurisdiction of the courts of the State of New York in any action or
proceeding arising out of or relating to this First Supplemental Indenture.
Section 1.024. The parties may sign any number of copies of this First
Supplemental Indenture. Each signed copy shall be an original, but all of such
executed copies together shall represent the same agreement.
Section 1.025. The recitals to this First Supplemental Indenture shall
not be construed as representations of the Trustee and the Trustee makes no
representation as to the accuracy of such recitals.
Section 1.026. The Trustee enters into this Supplemental Indenture in its
capacity as Trustee under the Indenture and in reliance on an Opinion of
Counsel and an Officers' Certificate.
3
<PAGE> 4
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed, all as of the date first written above.
IDEX CORPORATION,
as the Company
By: Wayne P. Sayatovic
------------------------------------------
Title: Senior Vice President-Finance & C.F.O.
---------------------------------------
BAND-IT-IDEX, INC.,
as Guarantor
By: Wayne P. Sayatovic
------------------------------------------
Title: Senior Vice President-Finance & C.F.O.
---------------------------------------
CORKEN, INC.,
as Guarantor
By:Wayne P. Sayatovic
------------------------------------------
Title: Senior Vice President-Finance & C.F.O.
---------------------------------------
PULSAFEEDER, INC.,
as Guarantor
By:Wayne P. Sayatovic
------------------------------------------
Title: Senior Vice President-Finance & C.F.O.
---------------------------------------
VIBRATECH, INC.,
as Guarantor
By: Wayne P. Sayatovic
-----------------------------------------
Title:Senior Vice President-Finance & C.F.O.
----------------------------------------
4
<PAGE> 5
VIKING PUMP, INC.,
as Guarantor
By: Wayne P. Sayatovic
------------------------------------
Title: Senior Vice President-Finance &
C.F.O.
---------------------------------
WARREN RUPP, INC.,
By: Wayne P. Sayatovic
------------------------------------
Title: Senior Vice President-Finance &
C.F.O.
---------------------------------
LUBRIQUIP, INC.,
as Guarantor
By: Wayne P. Sayatovic
------------------------------------
Title: Senior Vice President-Finance &
C.F.O.
---------------------------------
STRIPPIT, INC.,
as Guarantor
By: Wayne P. Sayatovic
------------------------------------
Title: Senior Vice President-Finance &
C.F.O.
---------------------------------
HALE PRODUCTS, INC.,
as Guarantor
By: Wayne P. Sayatovic
------------------------------------
Title: Senior Vice President-Finance &
C.F.O.
---------------------------------
MICROPUMP, INC.,
as Guarantor
By: Wayne P. Sayatovic
------------------------------------
Title: Senior Vice President-Finance &
C.F.O.
---------------------------------
5
<PAGE> 6
DUNJA VERWALTUNGSGESELLSCHAFT MBH,
as Guarantor
By: Robert D. Grindel
--------------------------------
Title: Managing Director
----------------------------
FLEET NATIONAL BANK OF CONNECTICUT,
as Trustee
By: Kathy Larimore
---------------------------------
Title: Assistant Vice President
------------------------------
6
<PAGE> 1
EXHIBIT 10.1(d)
FOURTH AMENDMENT DATED
AS OF NOVEMBER 1, 1995
TO SECOND AMENDED AND RESTATED
CREDIT AGREEMENT DATED AS OF JANUARY 29, 1993
THIS FOURTH AMENDMENT, dated as of November 1, 1995, is entered into by
and among IDEX CORPORATION, a Delaware corporation (the "Borrower"), the
banking institutions (the "Banks") signatory to the hereinafter defined Credit
Agreement and BANK OF AMERICA ILLINOIS (f/k/a CONTINENTAL BANK N.A.)("Bank of
America"), individually and as agent for the Banks (in such capacity, the
"Agent").
RECITALS:
A. The Borrower, the Banks and the Agent have entered into that certain
Second Amended and Restated Credit Agreement dated as of January 29, 1993, as
amended by that certain First Amendment dated as of May 23, 1994 to Second
Amended and Restated Credit Agreement, that certain Second Amendment dated as
of October 24, 1994 to Second Amended and Restated Credit Agreement, and that
certain Third Amendment dated as of February 28, 1995 to Second Amended and
Restated Credit Agreement (as amended, supplemented, restated or otherwise
modified and in effect from time to time, the "Credit Agreement").
B. Pursuant to that certain Asset Purchase Agreement (the "Asset Purchase
Agreement") dated as of April 26, 1995 among Micropump Corporation, a
California corporation ("Seller"), the Borrower and Wayne Ross, the Borrower
purchased all right, title and interest of Seller in and to all of the assets
of Seller, subject to the terms and conditions therein.
C. Pursuant to that certain Assignment and Assumption Agreement dated as
of April 28, 1995 between the Borrower and MC Acquisition Corp., a Delaware
corporation ("Acquisition Corp."), the Borrower granted, bargained, sold,
conveyed, transferred, assigned, set over and delivered to Acquisition Corp.
all of the Borrower's rights, title and interest in and to, the Asset Purchase
Agreement (subject to the limitations set forth therein).
D. Acquisition Corp. subsequently changed its name to "Micropump, Inc,"
("Micropump").
E. Pursuant to Section 7.2.10(d) of the Credit Agreement by and among the
Borrower, the Banks and the Agent, the Borrower is required to deliver to the
Agent (i) guarantees executed by Micropump in favor of the Agent for the
benefit of the Banks, (ii) stock certificates evidencing all issued and
outstanding shares of stock of Micropump along with stock powers therefor
executed in blank and (iii) an intercompany note, endorsed in blank by the
Borrower, executed by Micropump in favor of the Borrower, evidencing any loan
from the Borrower to Micropump, the proceeds of which were applied to the costs
and expenses of the acquisition of the assets of Seller.
<PAGE> 2
F. The Borrower, the Banks and the Agent wish to amend or waive certain
provisions of the Credit Agreement.
G. Therefore, in consideration of the premises herein contained, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. Terms defined in the Credit Agreement and not otherwise
defined herein shall be used herein as defined in the Credit Agreement.
2. AMENDMENTS AND WAIVERS TO THE CREDIT AGREEMENT.
2.1 Section 1.2(b) of the Credit Agreement. Section 1.2(b) of the
Credit Agreement is hereby amended by deleting the reference to "December 31,
1995 - $15,000,000" in its entirety.
2.2 Section 10.1 of the Credit Agreement.
(a) The definition of "Acquired Subsidiaries" is hereby amended
to include Micropump and all references in the Credit Agreement to
Acquired Subsidiaries shall include a reference to Micropump; provided,
however, in Section 6.4 of the Credit Agreement, "Acquired Subsidiaries" shall
not include Micropump when making representations with respect to the financial
statements described in clauses (a)(i) and (a)(ii) and in subsection (b) of
such Section 6.4.
(b) The definition of "Guaranty Agreement" shall include the
Guaranty Agreement made by Micropump in favor of the Agent dated as of November
1, 1995 (which agreements shall each be substantially in the form of the
Guaranty Agreement attached as Exhibit A hereto) as each such agreement may be
amended, supplemented, restated or otherwise modified from time to time.
2.3 Exhibit A to the Credit Agreement. Exhibit A to the Credit
Agreement is hereby amended by deleting it in its entirety and inserting in
lieu thereof a new Exhibit A, which is attached hereto as Annex I.
2.4 Exhibit I to the Credit Agreement. Item 3 of Exhibit I to the
Credit Agreement is hereby amended by adding the following at the end of the
chart:
Micropump, Inc. Delaware 100%
3. WARRANTIES. To induce the Agent and the Banks to enter into this Fourth
Amendment, the Borrower warrants that:
-2-
<PAGE> 3
3.1. Authorization. The Borrower is duly authorized to execute and
deliver this Fourth Amendment and to pledge the Micropump Shares and the
Micropump Intercompany Note (as each is hereinafter defined) and is and will
continue to be duly authorized to borrow monies under the Credit Agreement, as
amended hereby, and to perform its obligations under the Credit Agreement, as
amended hereby.
3.2. No Conflicts. The execution and delivery of this Fourth Amendment
and the performance by the Borrower of its obligations under the Credit
Agreement, as amended hereby, do not and will not conflict with any provision
of law or of the charter or by-laws of the Borrower or any Subsidiary or of any
agreement binding upon the Borrower or any Subsidiary.
3.3. Validity and Binding Effect. The Credit Agreement, as amended
hereby, is a legal, valid and binding obligation of the Borrower, enforceable
against the Borrower in accordance with its terms, except as enforceability may
be limited by bankruptcy, insolvency or other similar laws of general
application affecting the enforcement of creditors' rights or by general
principles of equity limiting the availability of equitable remedies.
4. CONDITIONS PRECEDENT TO AMENDMENTS. The amendments contemplated by
Section 2 hereof are subject to the satisfaction of each of the following
conditions precedent:
4.1. Documentation. The Borrower shall have delivered to the Agent
all of the following, each duly executed and dated the date hereof, in form
and substance satisfactory to the Agent:
(a) Borrower Resolutions. Copies for each Bank duly certified
by the secretary or an assistant secretary of the Borrower, of (i)
resolutions of the Borrower's Board of Directors authorizing (A) the
execution and delivery of this Fourth Amendment and related documents,
(B) the pledge of the Micropump Shares and the Micropump Intercompany
Note and (C) the borrowings under the Credit Agreement, as amended
hereby, (ii) all documents evidencing other necessary corporate action,
and (iii) all approvals or consents, if any, with respect to this Fourth
Amendment.
(b) Incumbency Certificate. Certificates for each Bank of the
secretary or an assistant secretary of the Borrower certifying the names
of the Borrower's officers authorized to sign this Fourth Amendment and
all other documents or certificates to be delivered hereunder, together
with the true signatures of such officers.
(c) Opinion. An opinion of Latham & Watkins, special counsel
to the Borrower, addressed to the Agent and the Banks, reasonably
acceptable to the Agent and in substantially the form of Exhibit B hereto.
(d) Certificate. A certificate of an Authorized Officer of the
Borrower as to the matters set out in Sections 4.2 and 4.3 hereof.
(e) Other. Such other documents as the Agent may reasonably
request.
-3-
<PAGE> 4
4.2. No Default. As of the date hereof, no Default shall have
occurred and be continuing.
4.3. Warranties. As of the date hereof, the warranties in Article VI
of the Credit Agreement and in Section 3 of this Fourth Amendment shall be true
and correct as though made on such date, except for such changes as are
specifically permitted under the Credit Agreement.
4.4 Micropump Intercompany Note. The Borrower agrees that Micropump
will issue a subsidiary note, such note to be substantially in the form of
Exhibit C hereto (the "Micropump Intercompany Note") evidencing the loan made
by the Borrower to Micropump to consummate the purchase of all of the assets of
Seller pursuant to the Asset Purchase Agreement (subject to the limitations set
forth therein).
4.5 Pledge of Shares and Intercompany Note. Concurrently with the
delivery of this Fourth Amendment, the Borrower will pledge to the Agent (i)
all of the outstanding shares of Micropump (the "Micropump Shares") held by the
Borrower and (ii) the Micropump Intercompany Note. The Micropump Shares shall
be "Pledged Subsidiary Shares" under the Senior Pledge Agreement, the Micropump
Intercompany Note shall be a "Pledged Subsidiary Note" under the Senior Pledge
Agreement, and the Micropump Shares and the Micropump Intercompany Note shall
each be "Pledged Property" under the Senior Pledge Agreement.
5. GENERAL.
5.1. Expenses. The Borrower agrees to pay the Agent, upon demand,
for all reasonable expenses, including reasonable attorneys' and legal
assistants' fees incurred by the Agent in connection with the preparation,
negotiation and execution of this Fourth Amendment and any document required to
be furnished therewith and the pledge and delivery of the Micropump Shares and
the Micropump Intercompany Note.
5.2. Governing Law. This Fourth Amendment shall be deemed to be a
contract made under and governed by the internal laws of the State of Illinois.
For purposes of any action or proceeding involving this Fourth Amendment, the
Borrower hereby expressly submits to the jurisdiction of all federal and state
courts located in the State of Illinois and consents that it may be served with
any process or paper by registered mail or by personal service within or
without the State of Illinois, provided a reasonable time for appearance is
allowed.
5.3. Successors. This Fourth Amendment shall be binding upon the
Borrower, the Agent and the Banks and their respective successors and assigns,
and shall inure to the benefit of the Borrower, the Agent and the Banks and
their successors and assigns.
5.4. Documents Remain in Effect. Except as amended and modified by
this Fourth Amendment, the Credit Agreement and the other Instruments executed
pursuant to the Credit Agreement remain in full force and effect and the
Borrower hereby ratifies, adopts and confirms its representations, warranties,
agreements and covenants contained in, and obligations and liabilities under,
the Credit Agreement and the other Instruments executed pursuant to the Credit
Agreement.
-4-
<PAGE> 5
5.5. References to the Credit Agreement. Upon the effectiveness of
this Fourth Amendment, each reference in the Credit Agreement to "this
Agreement," "hereunder," "hereof," or words of like import, and each reference
to the Credit Agreement in any and all instruments or documents provided for in
the Credit Agreement or delivered or to be delivered thereunder or in connection
therewith, shall, except where the context otherwise requires, be deemed a
reference to the Credit Agreement, as amended hereby.
5.6. Effective Date. This Fourth Amendment shall become effective as
of the date first written above upon the execution and delivery of counterparts
of this Fourth Amendment by each of the Banks, the Guarantors and the Borrower.
5.7. Counterparts. This Fourth Amendment may be executed in any
number of counterparts, and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to
be an original and all of which taken together shall constitute one and the
same agreement.
-5-
<PAGE> 6
IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment
to be executed and delivered at Chicago, Illinois by their respective officers
thereunto duly authorized as of the date first written above.
IDEX CORPORATION,
a Delaware corporation
By: Wayne P. Sayatovic
--------------------------------------
Name: Wayne P. Sayatovic
Title: Senior Vice President - Finance
PERCENTAGE OF
TOTAL COMMITMENT
- ----------------
22.5% BANK OF AMERICA ILLINOIS
(f/k/a CONTINENTAL BANK N.A.),
as a Bank and as Agent
By: David L. Graham
-------------------------------------
Name: David L. Graham
------------------------------------
Title: Vice President
-----------------------------------
10.0% BANK OF SCOTLAND
By: Catherine M. Oniffrey
--------------------------------------
Name: Catherine M. Oniffrey
------------------------------------
Title: Vice President
------------------------------------
20.0% NATIONAL CITY BANK
By: Frank F. Pagura
--------------------------------------
Name: Frank F. Pagura
------------------------------------
Title:Vice President
------------------------------------
20.0% PNC BANK, NATIONAL ASSOCIATION
(f/k/a Pittsburgh National Bank)
By: Karen C. Brogan
--------------------------------------
Name: Karen C. Brogan
------------------------------------
Title: Commercial Banking Officer
-----------------------------------
<PAGE> 7
12.5% UNION BANK
By: Nan Brusati-Dias
-----------------------------------
Name: Nan Brusati - Dias
-----------------------------------
Title: Vice President and District Manager
-----------------------------------
15.0% UNITED STATES NATIONAL BANK OF OREGON
By: Jeffery C. Swift
-----------------------------------
Name: Jeffery C. Swift
-----------------------------------
Title: Vice President
-----------------------------------
<PAGE> 8
ANNEX I
TO THE FOURTH AMENDMENT
EXHIBIT A
<TABLE>
<CAPTION>
Principal Amount of
Subsidiary Intercompany Note
- ------------------- -------------------
<S> <C>
Band-It-IDEX, Inc. $18,411,086
Vibratech, Inc. $11,506,929
Lubriquip, Inc. $27,599,999
Strippit, Inc. $15,342,572
Viking Pump, Inc. $38,356,430
Warren Rupp, Inc. $30,685,144
Corken, Inc. $11,000,000
Pulsafeeder, Inc. $56,000,000
Hale Products, Inc. $70,000,000
Micropump, Inc. $22,000,000
</TABLE>
-9-
<PAGE> 1
EXHIBIT 10.1(e)
FIFTH AMENDMENT DATED
AS OF DECEMBER 22, 1995
TO SECOND AMENDED AND RESTATED
CREDIT AGREEMENT DATED AS OF JANUARY 29, 1993
THIS FIFTH AMENDMENT, dated as of December 22, 1995, is entered into by
and among IDEX CORPORATION, a Delaware corporation (the "Borrower"), the
banking institutions (the "Banks") signatory to the hereinafter defined Credit
Agreement and BANK OF AMERICA ILLINOIS (f/k/a CONTINENTAL BANK N.A.)("Bank of
America"), individually and as agent for the Banks (in such capacity, the
"Agent").
RECITALS:
A. The Borrower, the Banks and the Agent have entered into that certain
Second Amended and Restated Credit Agreement dated as of January 29, 1993, as
amended by that certain First Amendment dated as of May 23, 1994, that certain
Second Amendment dated as of October 24, 1994, that certain Third Amendment
dated as of February 28, 1995, and that certain Fourth Amendment dated as of
November 1, 1995 (as amended, supplemented, restated or otherwise modified and
in effect from time to time, the "Credit Agreement").
B. Dunja Verwaltungsgesellschaft mbH, a German corporation ("Dunja"), is a
wholly-owned subsidiary of Hale Products, Inc., a Pennsylvania corporation
("Hale").
C. Hale is a wholly-owned subsidiary of Borrower.
D. On September 29, 1995, Dunja acquired all the outstanding capital stock
of Lukas Hydraulik GmbH, a German corporation.
E. Pursuant to Section 7.2.10(d) of the Credit Agreement by and among the
Borrower, the Banks and the Agent, the Borrower is required to deliver to the
Agent a guarantee executed by Dunja, a German corporation, in favor of the
Agent for the benefit of the Banks.
F. The Borrower, the Banks and the Agent wish to amend or waive certain
provisions of the Credit Agreement.
G. Therefore, in consideration of the premises herein contained, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. Terms defined in the Credit Agreement and not otherwise
defined herein shall be used herein as defined in the Credit Agreement.
<PAGE> 2
2. AMENDMENTS AND WAIVERS TO THE CREDIT AGREEMENT.
2.1 Section 10.1 of the Credit Agreement.
(a) The definition of "Acquired Subsidiaries" is hereby amended to include
Dunja and all references in the Credit Agreement to Acquired Subsidiaries shall
include a reference to Dunja; provided, however, in Section 6.4 of the Credit
Agreement, "Acquired Subsidiaries" shall not include Dunja when making
representations with respect to the financial statements described in clauses
(a)(i) and (a)(ii) and in subsection (b) of such Section 6.4.
(b) The definition of "Guaranty Agreement" shall include the Guaranty
Agreement made by Dunja in favor of the Agent dated as of December 22, 1995
(which agreements shall each be substantially in the form of the Guaranty
Agreement attached as Exhibit A hereto) as each such agreement may be amended,
supplemented, restated or otherwise modified from time to time.
2.2 Exhibit I to the Credit Agreement. Item 3 of Exhibit I to the Credit
Agreement is hereby amended by adding the following at the end of the chart:
Dunja Verwaltugsgesellschaft mbH Germany 100%
3. WARRANTIES. To induce the Agent and the Banks to enter into this Fifth
Amendment, the Borrower warrants that:
3.1. Authorization. The Borrower is duly authorized to execute and
deliver this Fifth Amendment and is and will continue to be duly authorized to
borrow monies under the Credit Agreement, as amended hereby, and to perform its
obligations under the Credit Agreement, as amended hereby.
3.2. No Conflicts. The execution and delivery of this Fifth Amendment and
the performance by the Borrower of its obligations under the Credit Agreement,
as amended hereby, do not and will not conflict with any provision of law or of
the charter or by-laws of the Borrower or any Subsidiary or of any agreement
binding upon the Borrower or any Subsidiary.
3.3. Validity and Binding Effect. The Credit Agreement, as amended
hereby, is a legal, valid and binding obligation of the Borrower, enforceable
against the Borrower in accordance with its terms, except as enforceability may
be limited by bankruptcy, insolvency or other similar laws of general
application affecting the enforcement of creditors' rights or by general
principles of equity limiting the availability of equitable remedies.
-2-
<PAGE> 3
4. CONDITIONS PRECEDENT TO AMENDMENTS. The amendments contemplated by
Section 2 hereof are subject to the satisfaction of each of the following
conditions precedent:
4.1. Documentation. The Borrower shall have delivered to the Agent
all of the following, each duly executed and dated the date hereof, in
form and substance satisfactory to the Agent:
(a) Borrower Resolutions. Copies for each Bank duly certified by
the secretary or an assistant secretary of the Borrower, of (i)
resolutions of the Borrower's Board of Directors authorizing (A) the
execution and delivery of this Fifth Amendment and related documents and
(B) the borrowings under the Credit Agreement, as amended hereby, (ii)
all documents evidencing other necessary corporate action, and (iii) all
approvals or consents, if any, with respect to this Fifth Amendment.
(b) Incumbency Certificate. Certificates for each Bank of the
secretary or an assistant secretary of the Borrower certifying the names
of the Borrower's officers authorized to sign this Fifth Amendment and
all other documents or certificates to be delivered hereunder, together
with the true signatures of such officers.
(c) Opinion. An opinion of (i) Latham & Watkins, special counsel to
the Borrower, and (ii) Doser Amereller Noack, special counsel to Dunja,
each addressed to the Agent and the Banks, reasonably acceptable to the
Agent and in substantially the form of Exhibit B and B-1 hereto.
(d) Certificate. A certificate of an Authorized Officer of the
Borrower as to the matters set out in Sections 4.2 and 4.3 hereof.
(e) Other. Such other documents as the Agent may reasonably
request.
4.2. No Default. As of the date hereof, no Default shall have occurred
and be continuing.
4.3. Warranties. As of the date hereof, the warranties in Article VI of
the Credit Agreement and in Section 3 of this Fourth Amendment shall be true
and correct as though made on such date, except for such changes as are
specifically permitted under the Credit Agreement.
5. GENERAL.
5.1. Expenses. The Borrower agrees to pay the Agent, upon demand, for all
reasonable expenses, including reasonable attorneys' and legal assistants' fees
incurred by the Agent in connection with the preparation, negotiation and
execution of this Fifth Amendment and any document required to be furnished
therewith.
-3-
<PAGE> 4
5.2. Governing Law. This Fifth Amendment shall be deemed to be a contract
made under and governed by the internal laws of the State of Illinois. For
purposes of any action or proceeding involving this Fifth Amendment, the
Borrower hereby expressly submits to the jurisdiction of all federal and state
courts located in the State of Illinois and consents that it may be served with
any process or paper by registered mail or by personal service within or
without the State of Illinois, provided a reasonable time for appearance is
allowed.
5.3. Successors. This Fifth Amendment shall be binding upon the Borrower,
the Agent and the Banks and their respective successors and assigns, and shall
inure to the benefit of the Borrower, the Agent and the Banks and their
successors and assigns.
5.4. Documents Remain in Effect. Except as amended and modified by this
Fifth Amendment, the Credit Agreement and the other Instruments executed
pursuant to the Credit Agreement remain in full force and effect and the
Borrower hereby ratifies, adopts and confirms its representations, warranties,
agreements and covenants contained in, and obligations and liabilities under,
the Credit Agreement and the other Instruments executed pursuant to the Credit
Agreement.
5.5. References to the Credit Agreement. Upon the effectiveness of this
Fifth Amendment, each reference in the Credit Agreement to "this Agreement,"
"hereunder," "hereof," or words of like import, and each reference to the
Credit Agreement in any and all instruments or documents provided for in the
Credit Agreement or delivered or to be delivered thereunder or in connection
therewith, shall, except where the context otherwise requires, be deemed a
reference to the Credit Agreement, as amended hereby.
5.6. Effective Date. This Fifth Amendment shall become effective as of
the date first written above upon the execution and delivery of counterparts of
this Fifth Amendment by each of the Banks, the Guarantors and the Borrower.
5.7. Counterparts. This Fifth Amendment may be executed in any number of
counterparts, and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all
of which taken together shall constitute one and the same agreement.
-4-
<PAGE> 5
IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment to
be executed and delivered at Chicago, Illinois by their respective officers
thereunto duly authorized as of the date first written above.
IDEX CORPORATION,
a Delaware corporation
By: Wayne P. Sayatovic
------------------------------------
Name: Wayne P. Sayatovic
------------------------------------
Title: Senior Vice President - Finance
------------------------------------
PERCENTAGE OF
TOTAL COMMITMENT
- ----------------
22.5% BANK OF AMERICA ILLINOIS
(f/k/a CONTINENTAL BANK N.A.),
as a Bank
By: Joseph T. Koch
----------------------------------
Name: Joseph T. Koch
----------------------------------
Title: Senior Vice President
----------------------------------
BANK OF AMERICA ILLINOIS
(f/k/a CONTINENTAL BANK N.A.),
as Agent
By: David L. Graham
----------------------------------
Name: David L. Graham
----------------------------------
Title: Vice President
----------------------------------
10.0% BANK OF SCOTLAND
By: Elizabeth Wilson
----------------------------------
Name: Elizabeth Wilson
----------------------------------
Title: Vice President and Branch Manager
----------------------------------
20.0% NATIONAL CITY BANK
By: Frank F. Pagura
----------------------------------
Name: Frank F. Pagura
----------------------------------
Title: Vice President
----------------------------------
<PAGE> 6
20.0% PNC BANK, NATIONAL ASSOCIATION
(f/k/a Pittsburgh National Bank)
By: Karen C. Brogan
------------------------------------------
Name: Karen C. Brogan
------------------------------------------
Title: Commercial Banking Officer
------------------------------------------
12.5% UNION BANK
By: Nan Brusati-Dias
------------------------------------------
Name: Nan Brusati-Dias
------------------------------------------
Title: Vice President and District Manager
------------------------------------------
15.0% UNITED STATES NATIONAL BANK OF OREGON
By: Jeffery C. Swift
------------------------------------------
Name: Jeffery C. Swift
------------------------------------------
Title: Vice President
------------------------------------------
<PAGE> 7
The undersigned hereby acknowledge and consent to this Fifth Amendment,
and agree that the Guaranty Agreement, as amended, shall remain in full force
and effect and is hereby ratified and confirmed this ____ day of December,
1995.
BAND-IT-IDEX, INC.
VIKING PUMP, INC.
VIBRATECH, INC.
WARREN RUPP, INC.
LUBRIQUIP, INC.
CORKEN, INC.
STRIPPIT, INC.
PULSAFEEDER, INC.
MICROPUMP, INC. (f/k/a MC Acquisition Corp.)
HALE PRODUCTS, INC.
DUNJA VERWALTUNGSGESELLSCHAFT MBH
By: WAYNE P. SAVATOVIC
-----------------------------------
Name: WAYNE P. SAYATOVIC
---------------------------------
Title: VICE PRESIDENT & C.F.O.
---------------------------------
<PAGE> 1
EXHIBIT 10.3(d)
GUARANTY
THIS GUARANTY AGREEMENT (herein sometimes called this "Guaranty"), dated
as of November 1, 1995, is executed by MICROPUMP, INC. (f/k/a MC Acquisition
Corp.), a Delaware corporation (herein called "Guarantor"), in favor of BANK OF
AMERICA ILLINOIS (f/k/a CONTINENTAL BANK N.A.), as agent (herein called
"Agent") for the benefit of all commercial banking institutions (herein called
"Banks") as are, or may from time to time become, parties to the Credit
Agreement (such and all other capitalized terms being used herein with the
meanings set forth in Article I).
W I T N E S S E T H:
WHEREAS, the Guarantor is a wholly-owned subsidiary of IDEX Corporation, a
Delaware corporation (herein called "Borrower"), and shall receive substantial
and direct benefit from the consummation of the transactions contemplated under
the Credit Agreement (defined below);
WHEREAS, Borrower has entered into that certain Second Amended and
Restated Credit Agreement, dated as of January 29, 1993 (herein, as amended by
the First Amendment dated as of May 23, 1994 to Second Amended and Restated
Credit Agreement, the Second Amendment dated as of October 24, 1994 to Second
Amended and Restated Credit Agreement, the Third Amendment dated as of February
28, 1995 to Second Amended and Restated Credit Agreement, and the Fourth
Amendment to Second Amended and Restated Credit Agreement dated the date
hereof, and as such agreement may hereinafter be amended, supplemented,
restated or otherwise modified from time to time, the "Credit Agreement"),
among Borrower, Agent and the Banks, pursuant to which Borrower has a Total
Commitment Amount of $150,000,000 as of the date hereof, the proceeds of which
may be advanced from time to time to the Borrower for the general corporate
purposes of the Borrower and its Subsidiaries and Borrower has used such
proceeds for the benefit of the Guarantor;
WHEREAS, pursuant to that certain Asset Purchase Agreement dated as of
April 26, 1995 (the "Asset Purchase Agreement") among Micropump Corporation, a
California corporation ("Seller"), Borrower and Wayne Ross purchased all right,
title and interest of Seller in and to all of the assets of Seller, subject to
the terms and conditions set forth therein;
WHEREAS, pursuant to that certain Assignment and Assumption Agreement
dated as of April 28, 1995 between Borrower and MC Acquisition Corp.
("Acquisition Corp."), Borrower granted, bargained, sold, conveyed,
transferred, assigned, set over and delivered to Acquisition Corp. all of
Borrower's rights, title and interest in and to, the Asset Purchase Agreement
(subject to the limitations set forth therein);
WHEREAS, Acquisition Corp. subsequently changed its name to "Micropump,
Inc.";
<PAGE> 2
WHEREAS, Borrower borrowed $22,000,000 pursuant to the Credit Agreement
and lent such funds and/or contributed such funds to Guarantor;
WHEREAS, Guarantor used such funds to consummate the purchase of the
assets of Seller described above;
WHEREAS, as a condition to the Banks' consent to the acquisition of the
assets of Seller and Borrower's obtaining the Loans for such purpose under the
Credit Agreement, Guarantor is required to execute and deliver this Guaranty;
and
WHEREAS, Guarantor has, in consideration of, among other things, receiving
such present and future advances, duly authorized the execution, delivery and
performance of this Guaranty;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, Guarantor hereby agrees as follows:
ARTICLE I
DEFINITIONS
SECTION Certain Terms. The following terms (whether or not underscored)
when used in this Guaranty shall, except where the context otherwise requires,
have the following meanings (such definitions to be equally applicable to the
singular and plural forms thereof):
"Acquisition Corp." shall have the meaning provided in the fourth recital
hereto.
"Asset Purchase Agreement" shall have the meaning provided in the third
recital hereto.
"Agent" shall have the meaning provided in the preamble hereto.
"Banks" shall have the meaning provided in the preamble hereto.
"Borrower" shall have the meaning provided in the first recital hereto.
"Credit Agreement" shall have the meaning provided in the second recital
hereto.
"Default" shall mean any Event of Default or event or conditions which,
with notice or lapse of time or both, would constitute an Event of Default.
"Event of Default" shall mean any of the events described in Section 8.1
of the Credit Agreement.
"Guarantor" shall have the meaning provided in the preamble hereto.
"Guaranty" shall have the meaning provided in the preamble hereto.
-2-
<PAGE> 3
"Liabilities" shall have the meaning provided in clause (a) of Section
2.1.
"Note" shall mean each Note executed and delivered pursuant to the Credit
Agreement to evidence Loans made thereunder and each other promissory note of
Borrower accepted by any Bank in substitution or replacement therefor.
"Obligor" means any person obligated in any way on any Liability.
"Reimbursement Obligation" shall have the meaning provided in Section 4.6
of the Credit Agreement.
"Seller" shall have the meaning provided in the third recital hereto.
SECTION Credit Agreement Terms. Terms for which meanings are provided in
the Credit Agreement shall, except as otherwise provided herein or as the
context may otherwise require, have the same meanings when used in this
Guaranty.
ARTICLE II
GUARANTY
SECTION 2.1. Guaranty of Payment. The Guarantor, hereby absolutely,
unconditionally and irrevocably
(a) guarantees the full and prompt payment and performance when
due, whether by required payment, voluntary prepayment, declaration,
acceleration or otherwise, and at all times thereafter of all of the
monetary obligations of Borrower under the Credit Agreement (including,
without limitation, all Reimbursement Obligations), the Notes and each
other Instrument executed and delivered pursuant thereto (herein called
the "Liabilities"); and
(b) agrees to reimburse Agent and each Bank for all costs and
expenses, including, without limitation, reasonable attorneys' fees and
disbursements, which Agent or any Bank expends or incurs in collecting
or compromising any obligation referred to in clause (a) and in
enforcing this Guaranty, whether or not suit is filed, expressly
including, without limitation, all costs, expenses, reasonable
attorneys' fees and other charges incurred by such Person in
connection with any insolvency, bankruptcy, reorganization,
liquidation, dissolution, arrangement or other similar proceedings
involving the Guarantor which in any way affect the exercise by such
Person of its rights, powers, remedies and privileges with respect to
this Guaranty or the outstanding principal amount of the Notes.
SECTION 2.2. Obligations Absolute, Unconditional, etc. The Guarantor
agrees that its obligations hereunder shall be absolute, unconditional
and irrevocable, irrespective of the genuineness, validity, legality or
enforceability of the Liabilities, the Notes, the Credit Agreement or any
other Instrument executed or to be executed pursuant to the Credit
Agreement,
-3-
<PAGE> 4
or any other Instrument or collateral relating to or securing the payment,
performance or observance thereof or any other circumstance which could
otherwise constitute a legal or equitable discharge of a surety or guarantor,
and Agent may, at the direction of a Majority of Banks, proceed to enforce this
Guaranty without pursuing or collecting a judgment against any other Person
(including, without limitation, the Guarantor), without resorting to or
enforcing any other collateral or security and without any other action
whatsoever. Neither the Agent nor any Bank shall have any obligation to
protect, secure, perfect or insure any collateral security document or property
subject thereto at any time held as security for the Liabilities or this
Guaranty. The Guarantor hereby absolutely, unconditionally and irrevocably
waives and agrees not to assert or take advantage of:
(a) any right to require Agent or any Bank to proceed against
Borrower or any other Obligor or any other Person, or to proceed against
or exhaust any other security or collateral for the payment, performance
or observance of the Liabilities, or to pursue any other remedy whatsoever
before proceeding against the Guarantor hereunder;
(b) any defense that may arise by reason of the incapacity, lack of
authority, death or disability of any Person, or the failure of Agent
or any Bank to file or enforce a claim against any estate (in
administration, bankruptcy or any other proceedings) of any Person;
(c) any defense based upon an election of remedies by Agent or any
Bank, including, without limitation, an election to proceed by
non-judicial rather than judicial foreclosure, which destroys or
impairs any right of subrogation of the Guarantor or the right of the
Guarantor to proceed against Borrower or any other Person for reimbursement
or both;
(d) any other defense of Borrower, or the cessation of the
liability of Borrower for any cause whatsoever, with respect to any
Liability;
(e) any other defense of any kind, whether now existing or arising
hereafter, of the Guarantor to any action, suit or judicial or legal
proceeding that may be instituted with respect to this Guaranty;
(f) presentment, demand, protest and notice of any kind, including,
without limitation, notice of the creation or non-payment or
non-performance of all or any of the Liabilities, notice of dishonor or
protest, notice of acceptance by Agent and Banks of this Agreement,
notice of the existence, creation or incurrence of any new or additional
indebtedness, obligation or other liability, and notice of action or
non-action on the part of Agent, any Bank, Borrower or the Guarantor or
any other Obligor or other Person in connection with the Liabilities or
otherwise; and
(g) any duty on the part of Agent, any Bank or other Person to
disclose to the Guarantor any facts or information any such Person may
now or hereafter know or possess regarding Borrower, the Liabilities or any
other matter whatsoever, regardless of whether such Person has reason to
believe that such facts or other information may
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<PAGE> 5
materially increase the risk which the Guarantor intends to assume or
has reason to believe that such facts or other information are unknown to
the Guarantor or has a reasonable opportunity to communicate such facts or
other information, it being understood and agreed that the Guarantor is
fully and solely responsible for being and keeping informed of the
financial condition of Borrower and of all other circumstances bearing on
the risk of non-payment, non-performance or non-observance of any
Liability.
This Guaranty shall in all respects be a continuing, absolute, unconditional
and irrevocable Guaranty of payment, and shall remain in full force and effect
until all Liabilities have been fully paid, and may not be amended, modified or
supplemented except in accordance with Section 11.1 of the Credit Agreement.
This Guaranty shall continue to be effective, or to be reinstated, as the case
may be, if at any time any payment, in whole or in part, of any Liability is
rescinded or must otherwise be restored or returned by Agent or any Bank upon
the insolvency, bankruptcy, dissolution, liquidation or reorganization of the
Guarantor or Borrower, or upon or as a result of the appointment of a
custodian, receiver, trustee or other officer with similar powers with respect
to the Guarantor or Borrower or any part of either of its property, or
otherwise, all as though such payments had never been made. If any Default
shall at any time have occurred and be continuing and acceleration of the Notes
shall at any time be prevented by reason of the pendency against Borrower of a
case or proceeding under a bankruptcy or insolvency law, the Guarantor agrees
that, for purposes of this Guaranty and its obligations hereunder, the maturity
of such principal amount shall be deemed to have been accelerated with the same
effect as if the holders of the Notes had accelerated the same in accordance
with the terms of the Credit Agreement, and the Guarantor shall, to the extent
it constitutes Liabilities, forthwith pay such principal amount and interest
(if any) thereon and other Liabilities without further notice of demand.
SECTION 2.3. Waiver of All Defenses. Agent may, from time to time, in
its sole discretion and without notice to the Guarantor, take any or all of the
following actions, all without in any way diminishing, impairing, releasing or
affecting the liability or obligations of the Guarantor under or with respect
to this Guaranty, and the Guarantor hereby irrevocably consents to any or all
of the following actions by Agent, any Bank or any holder of any Note:
(a) retain or obtain a Security Interest in any property to
secure any of the Liabilities or any obligation hereunder;
(b) retain or obtain the primary or secondary obligations of
any obligor or obligors, in addition to the Guarantor and the other
Obligors, with respect to any of the Liabilities;
(c) extend or renew for one or more periods (whether or not
longer than the original period), or alter or exchange, any of the
Liabilities, or release or compromise any obligation of the Guarantor
hereunder or any obligation of any nature of any other Obligor or any
other Person with respect to any of the Liabilities or amend or modify in
any respect the Credit Agreement or any Instrument executed pursuant
thereto;
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<PAGE> 6
(d) waive, modify, subordinate, compromise or release its
Security Interest in, or surrender, release or permit any substitution or
exchange for, all or any part of any property securing any of the
Liabilities or any obligation hereunder, or extend or renew for one or more
periods (whether or not longer than the original period) or waive, release,
subordinate, compromise, modify, alter or exchange any guaranty or other
obligations of any nature of any obligor with respect to any such property;
and
(e) resort to the Guarantor for payment of any of the
Liabilities, whether or not Agent or any Bank shall have resorted to or
exhausted any other remedy or any other security or collateral for any
obligation hereunder or shall have proceeded against Borrower or any other
Obligor or other Person primarily or secondarily obligated with respect to
any of the Liabilities.
The Guarantor absolutely, unconditionally and irrevocably agrees that, as
long as any Liabilities have not been paid in full, the Guarantor shall not
have and shall not enforce any right of subrogation, and the Guarantor waives
any right to enforce any remedy which Agent, any Bank or the holder of any Note
now has or may hereafter have against Borrower or any other Person hereunder or
pursuant hereto or under or pursuant to the Credit Agreement, the Notes or any
other Instrument executed or to be executed pursuant hereto or thereto, and any
benefit of, and any right to participate in, any security for the Liabilities
now or hereafter held by Agent, any Bank or the holder of any Note.
The Guarantor absolutely, unconditionally and irrevocably agrees that the
liability of the Guarantor hereunder, and the remedies for the enforcement of
such liability, shall in no way be diminished or affected by:
(f) the release or discharge of Borrower or any other Obligor or
any other Person responsible for the payment, performance or observance of
any Liability in any creditors' receivership, bankruptcy, reorganization,
insolvency or other proceeding;
(g) the rejection or disaffirmance in any such proceeding of any
Instrument evidencing, securing, or executed in connection with, the
Liabilities; or
(h) the impairment, limitation or modification of the
Liabilities resulting from the operation of any present or future
provision of the federal bankruptcy code or any other statute or law of
any kind or from the decision or order of any court.
The Guarantor absolutely, unconditionally and irrevocably further agrees
that:
(i) the creation from time to time of Liabilities, including,
without limitation, the making of Loans to Borrower, and the application
or allocation of amounts received by Agent or any Bank or any other Person
to the payment of such Liabilities, and the creation, existence or
enforcement from time to time of any security for the Liabilities, and the
application and allocation of the proceeds of such security, shall in no
way affect or impair the rights, remedies, powers and privileges of Agent
or any Bank or the holder of any Note or the obligation of the Guarantor
under this Guaranty; and
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<PAGE> 7
(j) any amounts received by Agent or any Bank from whatsoever
source on account of the Liabilities may be applied by it toward the
payment of such of the Liabilities and in such order of application as
Agent or such Bank may in its sole discretion determine.
The Guarantor hereby expressly waives notice of the creation of the
Liabilities and all diligence in collection or protection of or realization
upon the Liabilities or any thereof, any obligation hereunder, or any security
for or guaranty of any of the foregoing.
SECTION 2.4. Payment, etc. by the Guarantor. The Guarantor hereby
unconditionally covenants and agrees that:
(a) in the event Borrower shall fail to duly and punctually
pay any Liability on the date on which such payment is due (whether at
scheduled maturity, by acceleration or otherwise); or
(b) upon the occurrence of any other Event of Default;
the Guarantor will, within five (5) Business Days after the receipt of written
notice from Agent demanding payment of either the amount of the Liability which
Borrower has failed to pay (in the case of a demand arising out of an event
described in clause (a)) or up to the entire unpaid amount of the Liabilities
(in the case of an event described in clause (b)), pay the entire amount of
Liabilities demanded to Agent at its office at 231 South LaSalle Street,
Chicago, Illinois 60697, in immediately available funds. If the Guarantor
fails to pay any such amount, Agent or any Bank may institute any action or
proceeding, and make, obtain and enforce a judgment or final decree, against
the Guarantor and collect in the manner provided by law or in equity out of
such Guarantor's property, wherever situated, all amounts adjudged or decreed
to be payable.
The Guarantor making any payment hereunder shall also be entitled to a
right of subrogation in respect of such payment from Borrower; provided,
however, that so long as the Liabilities remain outstanding, all rights of the
Guarantor against Borrower, by way of right of subrogation or otherwise, shall
in all respects, as provided in the second paragraph of Section 2.3, be
subordinate and junior in right of payment to the prior satisfaction in full of
the Liabilities and no payment in satisfaction of such right of subrogation
shall be made by Borrower, or demanded or claimed by the Guarantor, until such
prior satisfaction in full of the Liabilities.
SECTION 2.5. Limitation of Guaranty. The Guarantor, and by its
acceptance hereof each Bank, hereby confirms that it is the intention of all
such parties that the obligations guaranteed under this Guaranty not constitute
a fraudulent transfer or obligation (a "Fraudulent Conveyance") for the
purposes of the Bankruptcy Law or any similar provisions of Federal or state
law. To effectuate the foregoing intention, the Banks hereby irrevocably agree
that the obligations guaranteed under this Guarantee shall, with respect to the
Guarantor, be automatically reduced by the amount, if any, as is necessary to
result in the obligations guaranteed under this Guarantee not constituting a
Fraudulent Conveyance.
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<PAGE> 8
ARTICLE III
CREDIT AGREEMENT UNDERTAKINGS
SECTION 3.1. Representations and Warranties. The Guarantor hereby
represents and warrants to Agent and each Bank as to all matters contained in
Article VI of the Credit Agreement insofar as the representations and
warranties contained therein are applicable to the Guarantor and its
properties, each such representation and warranty set forth in such Article
(insofar as applicable as aforesaid) and all other terms of the Credit
Agreement to which reference is made therein, together with all related
definitions and ancillary provisions, being hereby incorporated into this
Guaranty by reference as though specifically set forth in this Section.
SECTION 3.2. Covenants. The Guarantor agrees with Agent and each Bank
that, until all Commitments shall have terminated and all Liabilities shall
have been paid in full, the Guarantor will perform, comply with and be bound by
all of the agreements, covenants and obligations contained in Article VII of
the Credit Agreement which are applicable to the Guarantor or its properties,
each such agreement, covenant and obligation contained in such Article and all
other terms of the Agreement to which reference is made herein, together with
all related definitions and ancillary provisions, being hereby incorporated
into this Guaranty by reference as though specifically set forth in this
Section.
SECTION 3.3. Right of Offset. In addition to, and without limitation of,
any other rights of any Bank under any applicable law or otherwise, each Bank or
other holder of a Note may, without demand or prior notice of any kind, at any
time and from time to time when any amount shall be due and payable by the
Guarantor hereunder, appropriate and apply toward the payment of any Liability
or any other amount owing to it hereunder any amounts, property, balances,
credits, deposit accounts or moneys of the Guarantor in the possession or
control of such Bank or holder for any purpose. Each Bank making any such
application shall promptly advise Borrower thereof, but failure to do so shall
not impair the effect of such application.
ARTICLE IV
MISCELLANEOUS
SECTION 4.1. Instrument Pursuant to Credit Agreement. This Guaranty is an
Instrument executed pursuant to the Credit Agreement and shall (unless
otherwise expressly indicated herein) be construed, administered and applied in
accordance with the terms and provisions thereof, including, without
limitation, Article XI thereof.
SECTION 4.2. Successors and Assigns; Assignment. This Agreement shall be
binding upon the Guarantor and its successors and assigns and shall inure to
the benefit of and be enforceable by Agent and each Bank and their respective
successors and assigns, including, without limitation, any assignee of any
Liability; provided, however, that the Guarantor may not assign any of its
obligations hereunder without the prior written consent of all Banks. Agent
and each Bank may, subject to the provisions of Section 11.12 of the Credit
Agreement, from time to
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<PAGE> 9
time, without notice to the Guarantor assign or transfer any Liability or any
interest therein, and, notwithstanding any such transfer or assignment or any
subsequent transfer or assignment thereof, such Liabilities shall be and remain
Liabilities for purposes of this Agreement, and each and every immediate and
successive transferee or assignee of any Liability or any interest therein
shall, to the extent of the interest of such transferee or assignee in the
Liabilities, be entitled to the benefits of this Guaranty.
SECTION 4.3. Independent Obligations. The obligations of the Guarantor
hereunder are independent of the obligations of Borrower, and in the event of
any default hereunder, a separate action or actions may be brought, maintained
and prosecuted against the Guarantor whether or not Borrower is a party thereto
or joined therein or a separate action or actions are brought against Borrower.
Agent and any Bank may maintain successive actions upon any default hereunder.
The rights of Agent and each Bank shall not be exhausted by its exercise of
any of its rights, powers, remedies and privileges hereunder or by any such
action or by any number of successive actions until and unless all Liabilities
and all obligations of the Guarantor hereunder have been fully paid and
performed.
SECTION 4.4. Governing Law. This Guaranty shall be deemed to be a
contract made under and governed by the internal laws of the State of
Illinois. For purposes of any action or proceeding involving this Guaranty,
the Guarantor hereby expressly submits to the jurisdiction of all Federal and
State Courts located in the State of Illinois and consents that it may be
served with any process or paper by registered mail or by personal service
within or without the State of Illinois, provided a reasonable time for
appearance is allowed.
SECTION 4.5. Notices. All notices and other communications hereunder to
the Guarantor shall be delivered or transmitted to the Guarantor at the address
set forth below its signature hereto.
SECTION 4.6. Termination. Subject to the last three sentences of
Section 2.2 and to clause (c) of Section 2.3, this Guaranty shall be of no
further force or effect upon the termination in full of the Commitments and the
full payment and performance in full of the Liabilities.
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<PAGE> 10
IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed
and delivered by its authorized officer as of the date first above written.
MICROPUMP, INC.
(f/k/a MC Acquisition Corp.)
By: Wayne P. Savatovic
--------------------------
Name: Wayne P. Savatovic
--------------------------
Title: Vice President & Chief Financial
Officer
--------------------------
Address: 630 Dundee Road
Suite 400
Northbrook, Illinois 60065
Attention: Wayne P. Sayatovic
Facsimile No.: (312) 498-3940
BANK OF AMERICA ILLINOIS
(f/k/a CONTINENTAL BANK N.A.),
as Agent
By: David L. Graham
----------------------------
Name: David L. Graham
----------------------------
Title: Vice President
----------------------------
<PAGE> 1
EXHIBIT 10.3(e)
GUARANTY
THIS GUARANTY AGREEMENT (herein sometimes called this "Guaranty"), dated
as of December 22, 1995, is executed by DUNJA VERWALTUNGSGESELLSCHAFT MBH, a
German corporation (herein called "Guarantor"), in favor of BANK OF AMERICA
ILLINOIS (f/k/a CONTINENTAL BANK N.A.), as agent (herein called "Agent") for
the benefit of all commercial banking institutions (herein called "Banks") as
are, or may from time to time become, parties to the Credit Agreement (such and
all other capitalized terms being used herein with the meanings set forth in
Article I).
W I T N E S S E T H:
WHEREAS, the Guarantor is a wholly-owned subsidiary of Hale Products,
Inc., a Pennsylvania corporation (herein called "Hale");
WHEREAS, Hale is a wholly-owned subsidiary of IDEX Corporation, a Delaware
corporation (herein called "Borrower"), and as a result, the Guarantor shall
receive substantial and direct benefit from the consummation of the
transactions contemplated under the Credit Agreement (defined below);
WHEREAS, Borrower has entered into that certain Second Amended and
Restated Credit Agreement, dated as of January 29, 1993 (herein, as amended by
the First Amendment dated as of May 23, 1994, the Second Amendment dated as of
October 24, 1994, the Third Amendment dated as of February 28, 1995, the Fourth
Amendment dated November 1, 1995 and the Fifth Amendment dated the date hereof,
and as such agreement may hereinafter be amended, supplemented, restated or
otherwise modified from time to time, the "Credit Agreement"), among Borrower,
Agent and the Banks, pursuant to which Borrower has a Total Commitment Amount
of $150,000,000 as of the date hereof, the proceeds of which may be advanced
from time to time to the Borrower for the general corporate purposes of the
Borrower and its Subsidiaries and Borrower has used such proceeds for the
benefit of the Guarantor;
[ADDITIONAL RECITALS TO FOLLOW]
WHEREAS, as a condition to the Banks' consent to the acquisition of the
capital stock of Guarantor and Borrower's obtaining the Loans for such purpose
under the Credit Agreement, Guarantor is required to execute and deliver this
Guaranty; and
WHEREAS, Guarantor has, in consideration of, among other things, receiving
such present and future advances, duly authorized the execution, delivery and
performance of this Guaranty;
<PAGE> 2
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, Guarantor hereby agrees as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 Certain Terms. The following terms (whether or not underscored)
when used in this Guaranty shall, except where the context otherwise requires,
have the following meanings (such definitions to be equally applicable to the
singular and plural forms thereof):
"Agent" shall have the meaning provided in the preamble hereto.
"Banks" shall have the meaning provided in the preamble hereto.
"Borrower" shall have the meaning provided in the second recital hereto.
"Credit Agreement" shall have the meaning provided in the third recital
hereto.
"Default" shall mean any Event of Default or event or conditions which,
with notice or lapse of time or both, would constitute an Event of Default.
"Event of Default" shall mean any of the events described in Section 8.1
of the Credit Agreement.
"Guarantor" shall have the meaning provided in the preamble hereto.
"Hale" shall have the meaning provided in the first recital hereto.
"Guaranty" shall have the meaning provided in the preamble hereto.
"Liabilities" shall have the meaning provided in clause (a) of Section
2.1.
"Note" shall mean each Note executed and delivered pursuant to the Credit
Agreement to evidence Loans made thereunder and each other promissory note of
Borrower accepted by any Bank in substitution or replacement therefor.
"Obligor" means any person obligated in any way on any Liability.
"Reimbursement Obligation" shall have the meaning provided in Section 4.6
of the Credit Agreement.
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<PAGE> 3
SECTION 1.2. Credit Agreement Terms. Terms for which meanings are provided
in the Credit Agreement shall, except as otherwise provided herein or as the
context may otherwise require, have the same meanings when used in this
Guaranty.
ARTICLE II
GUARANTY
SECTION 2.1. Guaranty of Payment. The Guarantor, hereby absolutely,
unconditionally and irrevocably
(a) guarantees the full and prompt payment and performance when due,
whether by required payment, voluntary prepayment, declaration,
acceleration or otherwise, and at all times thereafter of all of the
monetary obligations of Borrower under the Credit Agreement (including,
without limitation, all Reimbursement Obligations), the Notes and each
other Instrument executed and delivered pursuant thereto (herein called
the "Liabilities"); and
(b) agrees to reimburse Agent and each Bank for all costs and expenses,
including, without limitation, reasonable attorneys' fees and
disbursements, which Agent or any Bank expends or incurs in collecting or
compromising any obligation referred to in clause (a) and in enforcing
this Guaranty, whether or not suit is filed, expressly including, without
limitation, all costs, expenses, reasonable attorneys' fees and other
charges incurred by such Person in connection with any insolvency,
bankruptcy, reorganization, liquidation, dissolution, arrangement or
other similar proceedings involving the Guarantor which in any way affect
the exercise by such Person of its rights, powers, remedies and
privileges with respect to this Guaranty or the outstanding principal
amount of the Notes.
SECTION 2.2. Obligations Absolute, Unconditional, etc. The Guarantor
agrees that its obligations hereunder shall be absolute, unconditional and
irrevocable, irrespective of the genuineness, validity, legality or
enforceability of the Liabilities, the Notes, the Credit Agreement or any other
Instrument executed or to be executed pursuant to the Credit Agreement, or any
other Instrument or collateral relating to or securing the payment, performance
or observance thereof or any other circumstance which could otherwise
constitute a legal or equitable discharge of a surety or guarantor, and Agent
may, at the direction of a Majority of Banks, proceed to enforce this Guaranty
without pursuing or collecting a judgment against any other Person (including,
without limitation, the Guarantor), without resorting to or enforcing any other
collateral or security and without any other action whatsoever. Neither the
Agent nor any Bank shall have any obligation to protect, secure, perfect or
insure any collateral security document or property subject thereto at any time
held as security for the Liabilities or this Guaranty. The Guarantor hereby
absolutely, unconditionally and irrevocably waives and agrees not to assert or
take advantage of:
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<PAGE> 4
(a) any right to require Agent or any Bank to proceed against Borrower
or any other Obligor or any other Person, or to proceed against or
exhaust any other security or collateral for the payment, performance or
observance of the Liabilities, or to pursue any other remedy whatsoever
before proceeding against the Guarantor hereunder;
(b) any defense that may arise by reason of the incapacity, lack of
authority, death or disability of any Person, or the failure of Agent or
any Bank to file or enforce a claim against any estate (in
administration, bankruptcy or any other proceedings) of any Person;
(c) any defense based upon an election of remedies by Agent or any Bank,
including, without limitation, an election to proceed by non-judicial
rather than judicial foreclosure, which destroys or impairs any right of
subrogation of the Guarantor or the right of the Guarantor to proceed
against Borrower or any other Person for reimbursement or both;
(d) any other defense of Borrower, or the cessation of the liability of
Borrower for any cause whatsoever, with respect to any Liability;
(e) any other defense of any kind, whether now existing or arising
hereafter, of the Guarantor to any action, suit or judicial or legal
proceeding that may be instituted with respect to this Guaranty;
(f) presentment, demand, protest and notice of any kind, including,
without limitation, notice of the creation or non-payment or
non-performance of all or any of the Liabilities, notice of dishonor or
protest, notice of acceptance by Agent and Banks of this Agreement,
notice of the existence, creation or incurrence of any new or additional
indebtedness, obligation or other liability, and notice of action or
non-action on the part of Agent, any Bank, Borrower or the Guarantor or
any other Obligor or other Person in connection with the Liabilities or
otherwise; and
(g) any duty on the part of Agent, any Bank or other Person to disclose
to the Guarantor any facts or information any such Person may now or
hereafter know or possess regarding Borrower, the Liabilities or any
other matter whatsoever, regardless of whether such Person has reason to
believe that such facts or other information may materially increase the
risk which the Guarantor intends to assume or has reason to believe that
such facts or other information are unknown to the Guarantor or has a
reasonable opportunity to communicate such facts or other information, it
being understood and agreed that the Guarantor is fully and solely
responsible for being and keeping informed of the financial condition of
Borrower and of all other circumstances bearing on the risk of
non-payment, non-performance or non-observance of any Liability.
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<PAGE> 5
This Guaranty shall in all respects be a continuing, absolute, unconditional
and irrevocable Guaranty of payment, and shall remain in full force and effect
until all Liabilities have been fully paid, and may not be amended, modified or
supplemented except in accordance with Section 11.1 of the Credit Agreement.
This Guaranty shall continue to be effective, or to be reinstated, as the case
may be, if at any time any payment, in whole or in part, of any Liability is
rescinded or must otherwise be restored or returned by Agent or any Bank upon
the insolvency, bankruptcy, dissolution, liquidation or reorganization of the
Guarantor or Borrower, or upon or as a result of the appointment of a
custodian, receiver, trustee or other officer with similar powers with respect
to the Guarantor or Borrower or any part of either of its property, or
otherwise, all as though such payments had never been made. If any Default
shall at any time have occurred and be continuing and acceleration of the Notes
shall at any time be prevented by reason of the pendency against Borrower of a
case or proceeding under a bankruptcy or insolvency law, the Guarantor agrees
that, for purposes of this Guaranty and its obligations hereunder, the maturity
of such principal amount shall be deemed to have been accelerated with the same
effect as if the holders of the Notes had accelerated the same in accordance
with the terms of the Credit Agreement, and the Guarantor shall, to the extent
it constitutes Liabilities, forthwith pay such principal amount and interest
(if any) thereon and other Liabilities without further notice of demand.
SECTION 2.3. Waiver of All Defenses. Agent may, from time to time, in its
sole discretion and without notice to the Guarantor, take any or all of the
following actions, all without in any way diminishing, impairing, releasing or
affecting the liability or obligations of the Guarantor under or with respect
to this Guaranty, and the Guarantor hereby irrevocably consents to any or all
of the following actions by Agent, any Bank or any holder of any Note:
(a) retain or obtain a Security Interest in any property to secure any
of the Liabilities or any obligation hereunder;
(b) retain or obtain the primary or secondary obligations of any obligor
or obligors, in addition to the Guarantor and the other Obligors, with
respect to any of the Liabilities;
(c) extend or renew for one or more periods (whether or not longer than
the original period), or alter or exchange, any of the Liabilities, or
release or compromise any obligation of the Guarantor hereunder or any
obligation of any nature of any other Obligor or any other Person with
respect to any of the Liabilities or amend or modify in any respect the
Credit Agreement or any Instrument executed pursuant thereto;
(d) waive, modify, subordinate, compromise or release its Security
Interest in, or surrender, release or permit any substitution or exchange
for, all or any part of any property securing any of the Liabilities or
any obligation hereunder, or extend or renew for one or more periods
(whether or not longer than the original period) or waive, release,
subordinate, compromise, modify, alter or exchange any guaranty or other
obligations of any nature of any obligor with respect to any such
property; and
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<PAGE> 6
(e) resort to the Guarantor for payment of any of the Liabilities,
whether or not Agent or any Bank shall have resorted to or exhausted any
other remedy or any other security or collateral for any obligation
hereunder or shall have proceeded against Borrower or any other Obligor
or other Person primarily or secondarily obligated with respect to any of
the Liabilities.
The Guarantor absolutely, unconditionally and irrevocably agrees that, as
long as any Liabilities have not been paid in full, the Guarantor shall not
have and shall not enforce any right of subrogation, and the Guarantor waives
any right to enforce any remedy which Agent, any Bank or the holder of any Note
now has or may hereafter have against Borrower or any other Person hereunder or
pursuant hereto or under or pursuant to the Credit Agreement, the Notes or any
other Instrument executed or to be executed pursuant hereto or thereto, and any
benefit of, and any right to participate in, any security for the Liabilities
now or hereafter held by Agent, any Bank or the holder of any Note.
The Guarantor absolutely, unconditionally and irrevocably agrees that the
liability of the Guarantor hereunder, and the remedies for the enforcement of
such liability, shall in no way be diminished or affected by:
(f) the release or discharge of Borrower or any other Obligor or any
other Person responsible for the payment, performance or observance of
any Liability in any creditors' receivership, bankruptcy, reorganization,
insolvency or other proceeding;
(g) the rejection or disaffirmance in any such proceeding of any
Instrument evidencing, securing, or executed in connection with, the
Liabilities; or
(h) the impairment, limitation or modification of the Liabilities
resulting from the operation of any present or future provision of the
federal bankruptcy code or any other statute or law of any kind or from
the decision or order of any court.
The Guarantor absolutely, unconditionally and irrevocably further agrees
that:
(i) the creation from time to time of Liabilities, including, without
limitation, the making of Loans to Borrower, and the application or
allocation of amounts received by Agent or any Bank or any other Person
to the payment of such Liabilities, and the creation, existence or
enforcement from time to time of any security for the Liabilities, and
the application and allocation of the proceeds of such security, shall in
no way affect or impair the rights, remedies, powers and privileges of
Agent or any Bank or the holder of any Note or the obligation of the
Guarantor under this Guaranty; and
(j) any amounts received by Agent or any Bank from whatsoever source on
account of the Liabilities may be applied by it toward the payment of
such of the
-6-
<PAGE> 7
Liabilities and in such order of application as Agent or such Bank may in
its sole discretion determine.
The Guarantor hereby expressly waives notice of the creation of the
Liabilities and all diligence in collection or protection of or realization
upon the Liabilities or any thereof, any obligation hereunder, or any security
for or guaranty of any of the foregoing.
SECTION 2.4. Payment, etc. by the Guarantor. The Guarantor hereby
unconditionally covenants and agrees that:
(a) in the event Borrower shall fail to duly and punctually pay any
Liability on the date on which such payment is due (whether at scheduled
maturity, by acceleration or otherwise); or
(b) upon the occurrence of any other Event of Default;
the Guarantor will, within five (5) Business Days after the receipt of written
notice from Agent demanding payment of either the amount of the Liability which
Borrower has failed to pay (in the case of a demand arising out of an event
described in clause (a)) or up to the entire unpaid amount of the Liabilities
(in the case of an event described in clause (b)), pay the entire amount of
Liabilities demanded to Agent at its office at 231 South LaSalle Street,
Chicago, Illinois 60697, in immediately available funds. If the Guarantor
fails to pay any such amount, Agent or any Bank may institute any action or
proceeding, and make, obtain and enforce a judgment or final decree, against
the Guarantor and collect in the manner provided by law or in equity out of
such Guarantor's property, wherever situated, all amounts adjudged or decreed
to be payable.
The Guarantor making any payment hereunder shall also be entitled to a
right of subrogation in respect of such payment from Borrower; provided,
however, that so long as the Liabilities remain outstanding, all rights of the
Guarantor against Borrower, by way of right of subrogation or otherwise, shall
in all respects, as provided in the second paragraph of Section 2.3, be
subordinate and junior in right of payment to the prior satisfaction in full of
the Liabilities and no payment in satisfaction of such right of subrogation
shall be made by Borrower, or demanded or claimed by the Guarantor, until such
prior satisfaction in full of the Liabilities.
SECTION 2.5. Limitation of Guaranty. The Guarantor, and by its acceptance
hereof each Bank, hereby confirms that it is the intention of all such parties
that the obligations guaranteed under this Guaranty not constitute a fraudulent
transfer or obligation (a "Fraudulent Conveyance") for the purposes of the
Bankruptcy Law or any similar provisions of Federal or state law. To
effectuate the foregoing intention, the Banks hereby irrevocably agree that the
obligations guaranteed under this Guarantee shall, with respect to the
Guarantor, be automatically reduced by the amount, if any, as is necessary to
result in the obligations guaranteed under this Guarantee not constituting a
Fraudulent Conveyance.
-7-
<PAGE> 8
ARTICLE III
CREDIT AGREEMENT UNDERTAKINGS
SECTION 3.1. Representations and Warranties. The Guarantor hereby
represents and warrants to Agent and each Bank as to all matters contained in
Article VI of the Credit Agreement insofar as the representations and
warranties contained therein are applicable to the Guarantor and its
properties, each such representation and warranty set forth in such Article
(insofar as applicable as aforesaid) and all other terms of the Credit
Agreement to which reference is made therein, together with all related
definitions and ancillary provisions, being hereby incorporated into this
Guaranty by reference as though specifically set forth in this Section.
SECTION 3.2. Covenants. The Guarantor agrees with Agent and each Bank
that, until all Commitments shall have terminated and all Liabilities shall
have been paid in full, the Guarantor will perform, comply with and be bound by
all of the agreements, covenants and obligations contained in Article VII of
the Credit Agreement which are applicable to the Guarantor or its properties,
each such agreement, covenant and obligation contained in such Article and all
other terms of the Agreement to which reference is made herein, together with
all related definitions and ancillary provisions, being hereby incorporated
into this Guaranty by reference as though specifically set forth in this
Section.
SECTION 3.3. Right of Offset. In addition to, and without limitation
of, any other rights of any Bank under any applicable law or otherwise, each
Bank or other holder of a Note may, without demand or prior notice of any kind,
at any time and from time to time when any amount shall be due and payable by
the Guarantor hereunder, appropriate and apply toward the payment of any
Liability or any other amount owing to it hereunder any amounts, property,
balances, credits, deposit accounts or moneys of the Guarantor in the
possession or control of such Bank or holder for any purpose. Each Bank making
any such application shall promptly advise Borrower thereof, but failure to do
so shall not impair the effect of such application.
ARTICLE IV
MISCELLANEOUS
SECTION 4.1. Instrument Pursuant to Credit Agreement. This Guaranty is an
Instrument executed pursuant to the Credit Agreement and shall (unless
otherwise expressly indicated herein) be construed, administered and applied in
accordance with the terms and provisions thereof, including, without
limitation, Article XI thereof.
SECTION 4.2. Successors and Assigns; Assignment. This Agreement shall be
binding upon the Guarantor and its successors and assigns and shall inure to
the benefit of and be enforceable by Agent and each Bank and their respective
successors and assigns, including, without limitation, any assignee of any
Liability; provided, however, that the Guarantor may not
-8-
<PAGE> 9
assign any of its obligations hereunder without the prior written consent of
all Banks. Agent and each Bank may, subject to the provisions of Section 11.12
of the Credit Agreement, from time to time, without notice to the Guarantor
assign or transfer any Liability or any interest therein, and, notwithstanding
any such transfer or assignment or any subsequent transfer or assignment
thereof, such Liabilities shall be and remain Liabilities for purposes of this
Agreement, and each and every immediate and successive transferee or assignee
of any Liability or any interest therein shall, to the extent of the interest
of such transferee or assignee in the Liabilities, be entitled to the benefits
of this Guaranty.
SECTION 4.3. Independent Obligations. The obligations of the Guarantor
hereunder are independent of the obligations of Borrower, and in the event of
any default hereunder, a separate action or actions may be brought, maintained
and prosecuted against the Guarantor whether or not Borrower is a party thereto
or joined therein or a separate action or actions are brought against Borrower.
Agent and any Bank may maintain successive actions upon any default hereunder.
The rights of Agent and each Bank shall not be exhausted by its exercise of
any of its rights, powers, remedies and privileges hereunder or by any such
action or by any number of successive actions until and unless all Liabilities
and all obligations of the Guarantor hereunder have been fully paid and
performed.
SECTION 4.4 Governing Law. This Guaranty shall be deemed to be a contract
made under and governed by the internal laws of the State of Illinois. For
purposes of any action or proceeding involving this Guaranty, the Guarantor
hereby expressly submits to the jurisdiction of all Federal and State Courts
located in the State of Illinois and consents that it may be served with any
process or paper by registered mail or by personal service within or without
the State of Illinois, provided a reasonable time for appearance is allowed.
SECTION 4.5. Notices. All notices and other communications hereunder to the
Guarantor shall be delivered or transmitted to the Guarantor at the address set
forth below its signature hereto.
SECTION 4.6. Termination. Subject to the last three sentences of
Section 2.2 and to clause (c) of Section 2.3, this Guaranty shall be of no
further force or effect upon the termination in full of the Commitments and the
full payment and performance in full of the Liabilities.
-9-
<PAGE> 10
IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed
and delivered by its authorized officer as of the date first above written.
DUNJA VERWALTUNGSGESELLSCHAFT
MBH
By: WAYNE P. SAYATOVIC
---------------------------
Name: WAYNE P. SAYATOVIC
-------------------------
Title:
------------------------
Address: c/o IDEX Corporation
630 Dundee Road
Suite 400
Northbrook, IL 60065
Attention: Wayne P. Sayatovic
Facsimile No.:(312) 498-3940
BANK OF AMERICA ILLINOIS
(f/k/a CONTINENTAL BANK N.A.),
as Agent
By: David L. Graham
---------------------------
Name: David L. Graham
---------------------------
Title: Vice President
--------------------------
<PAGE> 1
EXHIBIT 10.4(c)
THIRD AMENDMENT TO INTER-GUARANTOR AGREEMENT
This THIRD AMENDMENT dated November 1, 1995 to the Inter-Guarantor
Agreement is by and among IDEX Corporation ("Borrower"), Band-It-IDEX, Inc.
(formerly known as Band-It-Houdaille, Inc.), Vibratech, Inc. (formerly known as
Hydraulics-Houdaille, Inc.), Lubriquip, Inc. (formerly known as
Lubriquip-Houdaille, Inc.), Strippit, Inc. (formerly known as
Strippit-Houdaille, Inc.), Viking Pump, Inc. (formerly known as Viking
Pump-Houdaille, Inc.), Warren Rupp, Inc. (formerly known as Warren
Rupp-Houdaille, Inc.), Corken, Inc. (formerly known as CIC Acquisition Corp.),
Pulsafeeder, Inc. (formerly known as PLF Acquisition Corp.), Hale Products,
Inc., a Pennsylvania corporation (formerly known as HPI Acquisition Corp.) and
Micropump, Inc. (formerly known as MC Acquisition Corp.), a Delaware
corporation ("Micropump"), which are collectively Guarantors, as defined in
that certain Second Amended and Restated Credit Agreement dated January 29,
1993 by and among Borrower and Continental Bank N.A. (now known as Bank of
America Illinois ("Bank of America")), individually and as agent (in such
capacity, the "Agent") on behalf of the banking institution parties thereto
(the "Banks"), (as such agreement has been amended by the First Amendment dated
May 23, 1994 to Second Amended and Restated Credit Agreement, the Second
Amendment dated October 24, 1994 to Second Amended and Restated Credit
Agreement, the Third Amendment dated February 28, 1995 to Second Amended and
Restated Credit Agreement and the Fourth Amendment to Second Amended and
Restated Credit Agreement dated the date hereof, the "Credit Agreement"). All
terms not otherwise defined herein have the meanings assigned to them in the
Credit Agreement.
WHEREAS, the Guarantors (other than Micropump) (the "Existing Guarantors")
are parties to the Inter-Guarantor Agreement dated as of January 22, 1988, as
amended by the First Amendment to Inter-Guarantor Agreement dated as of May 7,
1991 and the Second Amendment to Inter-Guarantor Agreement dated as of October
24, 1994 (the "Existing Inter-Guarantor Agreement");
WHEREAS, Micropump is a wholly-owned subsidiary of Borrower;
WHEREAS, pursuant to that certain Asset Purchase Agreement dated as of
April 26, 1995 (the "Asset Purchase Agreement") among Micropump Corporation, a
California corporation ("Seller"), Borrower and Wayne Ross, Borrower purchased
all right, title and interest of Seller in and to all of the assets of Seller,
subject to the terms and conditions set forth therein;
WHEREAS, pursuant to that certain Assignment and Assumption Agreement
dated as of April 28, 1995 between Borrower and MC Acquisition Corp.
("Acquisition Corp."), Borrower granted, bargained, sold, conveyed,
transferred, assigned, set over and delivered to Acquisition Corp. all of
Borrower's rights, title and interest in and to, the Asset Purchase Agreement
(subject to the limitations set forth therein);
<PAGE> 2
WHEREAS, Acquisition Corp. subsequently changed its name to "Micropump,
Inc.";
WHEREAS, pursuant to Section 7.2.10(d) of the Credit Agreement among the
Borrower, the Agent and the Banks, the Banks have required in connection with
the acquisition of the assets of Seller by Micropump, that Micropump guaranty
the Liabilities of the Borrower;
WHEREAS, Micropump and Limited is a wholly-owned subsidiary of Borrower
and shall receive substantial and direct benefit from the consummation of the
transactions contemplated under the Credit Agreement;
WHEREAS, Micropump executed that certain Guaranty Agreement in favor of
Agent dated as of November 1, 1995;
WHEREAS, Micropump desires to be a party to the Existing Inter-Guarantor
Agreement and the Existing Guarantors desire to include Micropump as a party
thereto;
NOW, THEREFORE the parties agree to amend the Existing Inter-Guarantor
Agreement as follows:
1. Micropump agrees to be bound by the terms and conditions set forth under
the Existing Inter-Guarantor Agreement as if it was an original signatory
thereto and the Existing Guarantors agree that Micropump shall have the rights
and benefits of a "Guarantor" under the Existing Inter-Guarantor Agreement and
shall be deemed to be a "Guarantor" under the Existing Inter-Guarantor
Agreement as amended hereby.
2. In furtherance of the foregoing, the definition of "Guaranty" in the
Existing Inter-Guarantor Agreement is hereby amended to include the Guaranty
Agreement dated November 1, 1995 made by Micropump in favor of Agent.
This Agreement may be executed simultaneously in counterparts, each of
which shall be deemed an original, and it shall not be necessary in making
proof of this Agreement to produce or account for more than one such
counterpart.
-2-
<PAGE> 3
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their respective officers thereunto duly authorized
as of the date first-above written.
BAND-IT-IDEX, INC.,
CORKEN, INC.
HALE PRODUCTS, INC.
LUBRIQUIP, INC.
MICROPUMP, INC.
(F/K/A MC ACQUISITION CORP.)
PULSAFEEDER, INC.
STRIPPIT, INC.
VIBRATECH, INC.
VIKING PUMP, INC.
WARREN RUPP, INC.
Wayne P. Sayatovic
----------------------------------------------
Wayne P. Sayatovic
Vice President & Chief Financial Officer
IDEX CORPORATION
Wayne P. Sayatovic
----------------------------------------------
Wayne P. Sayatovic
Senior Vice President - Finance
& Chief Financial Officer
<PAGE> 1
EXHIBIT 10.4(d)
FOURTH AMENDMENT TO INTER-GUARANTOR AGREEMENT
This FOURTH AMENDMENT dated December 22, 1995 to the Inter-Guarantor
Agreement is by and among IDEX Corporation ("Borrower"), Band-It-IDEX, Inc.
(formerly known as Band-It-Houdaille, Inc.), Vibratech, Inc. (formerly known as
Hydraulics-Houdaille, Inc.), Lubriquip, Inc. (formerly known as
Lubriquip-Houdaille, Inc.), Strippit, Inc. (formerly known as
Strippit-Houdaille, Inc.), Viking Pump, Inc. (formerly known as Viking
Pump-Houdaille, Inc.), Warren Rupp, Inc. (formerly known as Warren
Rupp-Houdaille, Inc.), Corken, Inc. (formerly known as CIC Acquisition Corp.),
Pulsafeeder, Inc. (formerly known as PLF Acquisition Corp.), Hale Products,
Inc., a Pennsylvania corporation (formerly known as HPI Acquisition Corp.)
("Hale"), Micropump, Inc. (formerly known as MC Acquisition Corp.), a Delaware
corporation and Dunja Verwaltungsgesellschaft mbH, a German corporation
("Dunja"), which are collectively Guarantors as defined in that certain
Second Amended and Restated Credit Agreement dated January 29, 1993 by and
among Borrower and Continental Bank N.A. (now known as Bank of America Illinois
("Bank of America")), individually and as agent (in such capacity, the "Agent")
on behalf of the banking institution parties thereto (the "Banks"), (as such
agreement has been amended by the First Amendment dated May 23, 1994, the
Second Amendment dated October 24, 1994, the Third Amendment dated February 28,
1995, the Fourth Amendment dated November 1, 1995, and the Fifth Amendment
dated the date hereof, the "Credit Agreement"). All terms not otherwise
defined herein have the meanings assigned to them in the Credit Agreement.
WHEREAS, the Guarantors (other than Dunja) (the "Existing Guarantors") are
parties to the Inter-Guarantor Agreement dated as of January 22, 1988, as
amended by the First Amendment dated as of May 7, 1991, the Second Amendment
dated as of October 24, 1994 and the Third Amendment dated as of November 1,
1995 (the "Existing Inter-Guarantor Agreement");
WHEREAS, pursuant to Section 7.2.10(d) of the Credit Agreement among the
Borrower, the Agent and the Banks, the Banks have required that Dunja guarantee
the Liabilities of the Borrower;
WHEREAS, Hale is a wholly-owned subsidiary of the Borrower;
WHEREAS, Dunja is a wholly-owned subsidiary of Hale and shall receive
substantial and direct benefit from the consummation of the transactions
contemplated under the Credit Agreement;
WHEREAS, Dunja executed that certain Guaranty Agreement in favor of Agent
dated as of December 22, 1995;
WHEREAS, Dunja desires to be a party to the Existing Inter-Guarantor
Agreement and the Existing Guarantors desire to include Dunja as a party
thereto;
NOW, THEREFORE the parties agree to amend the Existing Inter-Guarantor
Agreement as follows:
Dunja agrees to be bound by the terms and conditions set forth under the
Existing Inter-Guarantor Agreement as if it was an original signatory thereto
and the Existing Guarantors agree that Dunja shall have the rights and benefits
of a "Guarantor" under the Existing Inter-Guarantor Agreement and shall be
deemed to be a "Guarantor" under the Existing Inter-Guarantor Agreement as
amended hereby.
In furtherance of the foregoing, the definition of "Guaranty" in the
Existing Inter-Guarantor Agreement is hereby amended to include the Guaranty
Agreement dated December 22, 1995 made by Dunja in favor of Agent.
This Agreement may be executed simultaneously in counterparts, each of
which shall be deemed an original, and it shall not be necessary in making
proof of this Agreement to produce or account for more than one such
counterpart.
-2-
<PAGE> 2
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their respective officers thereunto duly authorized
as of the date first-above written.
BAND-IT-IDEX, INC.,
VIBRATECH, INC.
LUBRIQUIP, INC.
STRIPPIT, INC.
VIKING PUMP, INC.
WARREN RUPP, INC.
CORKEN, INC.
PULSAFEEDER, INC.
HALE PRODUCTS, INC.
MICROPUMP, INC.,
(f/k/a MC Acquisition Corp.)
DUNJA VERWALTUNGSGESELLSCHAFT MBH
By: Wayne P. Sayatovic
-----------------------------------
Name: Wayne P. Sayatovic
Title: Vice President & Chief Financial Officer
IDEX CORPORATION
By: Wayne P. Sayatovic
-----------------------------------
Name: Wayne P. Sayatovic
Title: Senior Vice President - Finance
& Chief Financial Officer
<PAGE> 1
EXHIBIT 13
[IDEX LOGO]
IDEX CORPORATION
ANNUAL REPORT
1995
<PAGE> 2
IDEX
Corporation
TOTAL SHAREHOLDER RETURNS
[BAR GRAPH]
Total return to IDEX shareholders since going public in June 1989 has been
328%. In the same period the S&P 500 has increased 132%.
IDEX Corporation manufactures an extensive array of proprietary, engineered
industrial products sold to customers in a variety of industries around the
globe. Our businesses have leading positions in their niche markets, and we
have a history of achieving high profit margins.
Among factors in the success equation at IDEX are emphasis on the worth
of our people, fleetfootedness, ethical business conduct, continuing new
product development, superior customer service, top-quality products, market
share growth, international expansion, and above-average shareholder returns.
The IDEX acronym stands for -- and the essence of IDEX is - Innovation,
Diversity, and EXcellence. The shares of IDEX Corporation are traded on the
New York Stock Exchange under the symbol IEX.
CONTENTS PAGE
Shareholders' Letter....................................2
Business Groups.........................................4
Business Profile........................................6
Market Leadership.......................................8
Product and Process Innovation.........................10
Acquisition Strategy...................................12
Historical Data........................................14
Management's Discussion and Analysis...................16
Financial Statements...................................20
Business Units.........................................31
Corporate Officers and Directors.......................32
Shareholder Information................................33
<PAGE> 3
[IDEX LOGO]
<TABLE>
<CAPTION>
FINANCIAL
Highlights
- -----------------------------------------------------------------------------------------------
(dollars and share amounts in thousands except per share data)
Years ended December 31 1995 CHANGE 1994 CHANGE 1993
---- ------ ---- ------ ----
<S> <C> <C> <C> <C> <C>
RESULTS OF OPERATIONS
Net sales............................... $ 487,336 22% $ 399,502 29% $ 308,638
Income from operations.................. 86,238 32 65,538 36 48,146
Interest expense........................ 15,948 17 13,581 23 11,007
Net income.............................. 45,325 35 33,610 33 25,326
FINANCIAL POSITION
Working capital......................... $ 103,091 26% $ 82,007 13% $ 72,826
Total assets............................ 466,122 26 371,096 43 258,967
Long-term debt.......................... 206,184 23 168,166 43 117,464
Shareholders' equity.................... 150,945 30 116,305 39 83,686
PERFORMANCE MEASURES
Percent of net sales
Income from operations............... 17.7% 16.4% 15.6%
Net income........................... 9.3 8.4 8.2
Return on average assets................ 10.8 10.7 9.9
Debt as a percent of capitalization..... 57.7 59.1 58.4
Return on average shareholders' equity.. 33.9 33.6 35.6
PER SHARE DATA
Net income.............................. $ 2.30 34% $ 1.72 31% $ 1.31
Cash dividends.......................... .56 - -
Shareholders' equity.................... 7.89 29 6.10 39 4.39
OTHER DATA
Employees............................... 3,233 14% 2,841 21% 2,354
Shareholders of record.................. 1,359 (2) 1,388 (5) 1,454
Weighted average shares outstanding..... 19,739 1 19,554 1 19,317
</TABLE>
NET SALES
(in millions)
[BAR GRAPH]
EARNINGS PER SHARE
[BAR GRAPH]
Sales have expanded at a 14% compound annual growth rate and earnings per share
have increased at a 24% rate since IDEX was formed in 1988.
1
<PAGE> 4
SHAREHOLDERS' Letter
TO OUR SHAREHOLDERS
1995 was another outstanding year for your company:
- records were again set in sales and earnings,
- two businesses were acquired that fit IDEX's high standards,
- further growth was achieved in international markets,
- a number of new products were introduced,
- three operations were successfully relocated to improved facilities, and
- the management organization was strengthened.
All of these developments resulted from a hard working and exceptionally
qualified team of people throughout the company who perform at superior levels.
Importantly, the company's success was mirrored in our stock price, which rose
45% during the year.
NET INCOME UP 35% ON 22% SALES INCREASE
Net sales in 1995 were $487 million and increased by 22% over the record
$400 million set in 1994. Net income was at a new high of $45.3 million and
rose by 35% over the prior year, while earnings per common share jumped from
$1.72 in 1994 to $2.30 in 1995. The year-over-year improvement in sales of
our base businesses was 10%, and acquisitions (Hale for a full year in 1995,
and Micropump and Lukas for a partial year) added another 12%.
Operating profit margins at IDEX have always been well above average, and
1995 was no exception, as margins improved to 17.7% of sales from an already
strong 16.4% in 1994.
With the 1995 achievements, IDEX has experienced a 24% compound annual
growth in earnings per share and an unbroken string of increases in net income
(before extraordinary items) since its formation in 1988.
SHAREHOLDER VALUE CONTINUES TO CLIMB; DIVIDENDS INCREASE
The company's improved performance was accompanied by a sizable increase
in the value of its stock. The closing share price of IDEX common stock on the
New York Stock Exchange on December 29, 1995, was 40-3/4, up 45% from the 1994
year-end close (adjusted for the three-for-two stock split effected January 31,
1995). Your company's stock has risen in value by 328% since the initial
public offering in June 1989. In the same time period, the Standard & Poor's
500 rose by 132%.
Recognizing IDEX's performance and prospects, in December 1995 the Board
of Directors approved a 14% increase in the quarterly dividend, from 14 cents
per share to 16 cents per share, beginning with the January 1996 dividend
payment.
MANAGEMENT TEAM STRENGTHENED
Since our first year of operations in 1988, IDEX's sales have increased
by a factor of 2.5, the number of business units in the company has about
doubled, and we've significantly increased our international sales. In
addition, sales per employee have risen from $118,000 to $161,000, a marked
improvement in productivity. Because of this growth, we have carefully added
to the management ranks, largely through promotion from within. We continue to
operate with a very small corporate office staff, comprised of individuals with
experience in field manufacturing operations.
In 1995, we added three executives to our officer ranks. P. Peter Merkel,
Jr., who continues as President of our Band-It business unit, was named Vice
President - Group Executive responsible for our Band-It, Signfix, and Vibratech
operations. Mr. Merkel has been with IDEX and its predecessors since 1973.
Also promoted to officer status were Clinton L. Kooman and Douglas C. Lennox.
Mr. Kooman, our new Corporate Controller, has 31 years with the company; and
Mr. Lennox, our new Corporate Treasurer, has been with the company for 16
years. Each of these individuals is exceptionally well qualified to handle his
important new role.
TWO ACQUISITIONS FIT IDEX PROFILE
While strictly adhering to our rigorous acquisition criteria, we added two
important businesses in 1995. In May, we acquired Micropump Corporation of
Vancouver, Washington, in an all-cash transaction for $33 million. In October,
we acquired Lukas Hydraulik GmbH of Erlangen, Germany, in a $35 million all-cash
transaction.
Micropump is the leading U.S. manufacturer of small, precision-engineered,
magnetically driven pumps that are used in a variety of industrial, medical,
and electronics applications where very accurate but low flow output
INTERNATIONAL SALES OPERATING MARGINS NET INCOME MARGINS
[BAR GRAPH] [BAR GRAPH] [BAR GRAPH]
International growth has been a key factor in IDEX's success. Since formation
of the company, IDEX has continuously achieved significantly higher operating
margins than most manufacturers thereby outperforming them in profitability.
2
<PAGE> 5
[IDEX LOGO]
is required. Micropump is being operated as an independent business unit.
Lukas is the leading European manufacturer of rescue tools, and also
produces railroad rerailing systems and other hydraulic devices. Lukas is a
natural addition to our Hale business unit, which has a leadership position in
the fire-fighting pump market, and also produces the leading rescue tool system
in the U.S. -- the Hurst Jaws of Life(R).
We continue to seek profitable manufacturers of proprietary industrial
products with leading positions in niche markets. Our acquisition program has
been quite successful, with each of the nine businesses we have purchased
performing better today than at the time we bought them. Carefully crafted and
rigidly applied criteria, a thorough investigation of business prospects, and
reasonable transaction pricing are the hallmarks of the acquisition program we
will continue to follow.
INTERNAL DEVELOPMENT
IDEX's exceptional margins and history of growth demonstrate that we have
topnotch businesses run by capable managers. Achieving these results year
after year requires strict observance of well-constructed objectives, as well
as continuing investments in the future.
Among our objectives is to outdate our own products with new devices.
Each year for the past eight, we've been pleased to report that about
one-fourth of our sales resulted from products totally redesigned or newly
introduced within the preceding four years. Our new products in 1995 include a
completely redesigned line of engineered meterining pumps -- the Pulsar(R)
Series - at Pulsafeeder, new laser-cutting machines at Strippit, a 1/4"
diaphragm pump line at Warren Rupp, the new Viking/Johnson ultra-clean,
hygienic rotary lobe pump, and new master intake valves for truck-mounted fire
pumps at Hale.
Maintaining proper facilities is also an essential ingredient in our
success. In 1995, we relocated three manufacturing operations to accommodate
growth and improve efficiency. Pulsafeeder's Rochester, New York offices and
manufacturing operations were united under one roof in a modern, well-equipped
facility. Vibratech's operations in Buffalo were moved to a smaller, more
modern and efficient facility in the suburbs at Alden, New York. Band-It's
Singapore operations relocated to a much-needed larger facility. Each of these
moves was accomplished without interruption in customer service. For the
immediate future, we see no need for more bricks and mortar, but we'll
frequently invest in equipment that improves productivity, and we'll resolve
bottlenecks by adding shifts, outsourcing, overtime, and selectively adding
standard items of capital equipment to stay current with our product and
process technology development needs.
Each of our businesses boasts a sizable market share, with every unit
having either the number one or a strong number two position with a large
market share. Based on our performance, we believe our market shares
strengthened somewhat in 1995.
OUTLOOK FOR ANOTHER RECORD YEAR
Providing top-quality, state-of-the-art products with superior customer
service levels is a major characteristic of IDEX's business units. We expect
to perpetuate growth for our shareholders by continuing to emphasize ethical
conduct, new products and processes, international development, and market
share improvements. We also plan to adhere to our disciplined acquisition
strategy.
We believe that IDEX enjoys a unique business culture that stresses
individual worth, team contributions, the sharing of ideas about what works -
and what doesn't work - from business unit to business unit, and sticking to
the highest business standards. Our formula for success is straightforward,
with no "rocket science" involved. We believe we'll continue to improve
shareholder value at a rate above that of our peer group by following these
simple principles.
We extend sincere thanks to our employees, customers, suppliers, and
shareholders, without whose help our achievements would not be possible. As we
look ahead, most economists are predicting slow, steady growth, with modest
inflation for the immediate future. We'll participate in this environment with
businesses that are well positioned in their markets. We believe 1996, barring
unforeseen circumstances, will be another record year for the company. We
trust that you share our confidence for a bright future for IDEX, not only in
1996, but in the years beyond.
[PHOTO OF DONALD N. BOYCE]
Donald N. Boyce
Donald N. Boyce
Chairman of the Board
and President
January 16, 1996
3
<PAGE> 6
FLUID
HANDLING
Group
[PHOTO]
IDEX's Fluid Handling Group is comprised of seven business units that
design, produce, and distribute industrial pumps and related controls,
fire-fighting pumps and rescue tools, lubrication systems and low-horsepower
compressors.
In 1995, the Fluid Handling Group accounted for 71% of sales and 75% of
profits. Sales to customers outside of the U.S. represented 33% of the Group's
shipments.
SALES
[PIE CHART]
Industrial Products 29%
Fluid Handling 71%
4
<PAGE> 7
INDUSTRIAL
PRODUCTS
Group
[PHOTO]
PROFITS
[PIE CHART]
<TABLE>
<S> <C>
Industrial Products 25%
Fluid Handling 75%
</TABLE>
The Industrial Products Group includes four business units that design,
produce and distribute proprietary products for a wide range of industrial
applications. These products include metal fabrication equipment and tooling,
high-quality stainless steel banding and clamping devices and related
installation tools, sign mounting systems, and vibration control mechanisms.
The Industrial Products Group generated 29% of sales and 25% of profits in
1995, and sales to customers outside the U.S. represented 38% of its shipments.
5
<PAGE> 8
BUSINESS Profile
<TABLE>
<CAPTION>
[CORKEN [HALE PRODUCTS [LUBRIQUIP [MICROPUMP
PHOTO] PHOTO] PHOTO] PHOTO]
CORKEN HALE PRODUCTS LUBRIQUIP MICROPUMP
<S> <C> <C> <C> <C>
PRODUCT Small-horsepower Truck-mounted and portable Centralized oil and grease Small, precision-
OFFERING compressors, vane and fire pumps, and products lubrication systems, force- engineered, magnetically
turbine pumps and valves. that form the Hurst Jaws feed lubricators, metering and electromagnetically
of Life(R) and Lukas rescue devices, accessories and driven centrifugal and
tool systems. related electronic controls. rotary gear pumps.
MARKETS Liquefied petroleum gas (LPG), Public and private fire Machine tools, transfer Chemical processing,
SERVED oil and gas, petrochemical, and rescue applications. machines, conveyors, laboratory, medical,
environmental, health care packaging machinery, printing, electronics, pulp
and general industrial. transportation equipment and paper, water treatment
and construction machinery. and textiles.
PRODUCT Products used for transfer Pumps for water or foam to Lubrication devices to Pumps and fluid
APPLICATIONS of LPG, alternative fuels extinguish fires, and rescue prolong equipment life and management systems
and other gases and liquids. equipment for extricating reduce maintenance costs. for low-flow abrasive and
accident victims. corrosive applications such
as inks, dyes, solvents,
chemicals, petrochemicals,
acids, and chlorides.
COMPETITIVE Market leader for pumps World's leading manufacturer Market leader in centralized Market leader in corrosion-
STRENGTHS and small-horsepower of truck-mounted fire pumps lubrication systems serving resistant, magnetically
compressors used in LPG and rescue systems with a broad range of industries. driven, miniature pump
distribution with estimated estimated worldwide market Estimated one-third market technology with estimated
50% market share. share in excess of 50%. share. 40% market share.
INTERNATIONAL 40% of sales outside 40% of sales outside the 20% of sales outside 45% of sales outside the
SCOPE the U.S. U.S. Also manufactures in the U.S. U.S. Also manufactures in
England and Germany. England.
EXAMPLES Additional vane pump New master intake valves New automatic Tri-Lube(TM) Integral Series (R) pumps
OF RECENTLY models for trucks. for truck-mounted fire grease pump for industrial combining electromagnetic
INTRODUCED pumps and expanded and mobile equipment. motor technology and speed
PRODUCTS rescue tool line. Electronic sensors for control in a single unit.
lubrication systems
monitoring.
PRINCIPAL Oklahoma City, Oklahoma Conshohocken, Warrensville Heights, Ohio Vancouver, Washington
LOCATIONS Pennsylvania McKees Rocks, St. Neots, England
Shelby, North Carolina Pennsylvania
St. Joseph, Tennessee Madison, Wisconsin
Warwick, England Antwerp, Belgium
Erlangen, Germany Singapore
Dieburg, Germany
Singapore
</TABLE>
6
<PAGE> 9
<TABLE>
<CAPTION>
[PULSAFEEDER [VIKING PUMP [WARREN RUPP [BAND-IT [SIGNFIX
PHOTO] PHOTO] PHOTO] PHOTO] PHOTO]
PULSAFEEDER VIKING PUMP WARREN RUPP BAND-IT SIGNFIX
<S> <C> <C> <C> <C> <C>
PRODUCT Metering pumps, Positive displacement Double-diaphragm Stainless steel Sign-mounting
OFFERING special purpose rotary gear, lobe and pumps, both air- bands, buckles, systems and
rotary pumps, and metering pumps and operated and preformed band products.
related electronic related electronic motor-driven, clamps and
controls. controls. and accessories. installation
tools.
MARKETS Water and waste- Chemical processing, Chemical, paint, Transportation Municipal and
SERVED water treatment, petroleum, food food processing, equipment, commercial
chemical and processing, pulp and electronics, utilities, mining, signs, and
hydrocarbon paper, construction construction, oil and gas, industrial
processing, food and power generation. industrial industrial maintenance
processing, and maintenance, maintenance, applications.
warewash utilities construction,
institutional. and mining. electronics and
communications.
PRODUCT Pumps and Pumps for materials Pumps for abrasive Clamps for Road, traffic
APPLICATIONS controls for ranging from anhydrous and semisolid securing hoses, and commercial
introducing ammonia to peanut materials, as well signs, signals, signs, bands
precise amounts butter, from thin to as for applications pipes, poles, and clamps for
of fluids into highly viscous where product electrical lines various applications.
processes to liquids. degradation is a and numerous other
manage chemical concern. "hold-together"
composition. applications.
COMPETITIVE A leading Largest internal A leading diaphram World's leading Leader in U.K. for
STRENGTHS manufacturer of gear pump producer. pump producer producer of sign-mounting products
metering pumps and Broad product offering products high-quality and systems with estimated
controls used in offering and extensive in several stainless steel 45% market share.
water treatment application technology materials including bands, buckles and
and process Estimated 35% share composites, clamps with
applications. of rotary gear pump stainless steel estimated 50%
Estimated 40% market. and cast iron. market share.
market share. Estimated one-third
market share.
INTERNATIONAL 25% of sales 35% of sales outside 45% of sales 50% of sales 20% of sales outside
SCOPE outside the U.S. the U.S. Also outside the U.S. outside the U.S. the U.K.
manufactures in Also manufactures
Canada, England and in England and
Ireland. Singapore.
EXAMPLES Completely Expanded line New series of 1/4" Patented Ultra- New internal sign system
OF RECENTLY redesigned line of magnetic drive air-operated, Lok(R) ties for product line and patented
INTRODUCED of Pulsar(R) couplings and new double-diaphragm OEM applications one-piece universal
PRODUCTS engineered line of Johnson pumps and expanded and new channel clip.
metering pumps. hygienic rotary line of controls installation tools.
lobe pumps. and surge
suppressors.
PRINCIPAL Rochester, New York Cedar Falls, Iowa Mansfield, Ohio Denver, Colorado Bristol, England
LOCATIONS Punta Gorda, Toronto, Ontario, Shannon, Ireland Staveley, England Tipton, England
Florida Canada Singapore Singapore St. Augustin, Germany
Muskogee, Oklahoma Windsor, Ontario,
Beijing, China Canada
Singapore Eastbourne, England
Shannon, Ireland
Beijing, China
Alphen, Netherlands
Singapore
</TABLE>
<PAGE> 10
[IDEX LOGO]
<TABLE>
<CAPTION>
[STRIPPIT [VIBRATECH
PHOTO] PHOTO]
STRIPPIT VIBRATECH
<S> <C> <C>
PRODUCT Computer-controlled turret Engineered motion-damping
OFFERING punching machines, semi- products including viscous
automatic fabricators, torsional vibration dampers,
punches, dies and related ride control and mechanical
tooling items. energy absorption devices.
MARKETS Office, food service, Heavy duty trucks, machinery,
SERVED agricultural and hospital motorsport, off-highway and
equipment, electronic chassis, rail vehicles.
and other metal fabrication
industries.
PRODUCT Equipment and tooling for Products to control motion,
APPLICATIONS punching, bending, shearing vibration and shock.
and laser cutting of sheet
metal.
COMPETITIVE Industry innovator and Inventor and largest non-
STRENGTHS holder of numerous patents. captive U.S. producer of
A leading producer of torsional vibration dampers.
computer-controlled turret Estimated 40% share of
punching machines and viscous damper market.
related tooling with estimated
30% market share.
INTERNATIONAL 30% of sales outside 10% of sales outside
SCOPE the U.S. the U.S.
EXAMPLES Helios laser cutting system New viscous torsional
OF RECENTLY with unique PC-based machine dampers for next-generation
INTRODUCED controls and additional models diesel and high-horsepower
PRODUCTS of hydraulically actuated gasoline engines.
turret punch presses.
PRINCIPAL Akron, New York Alden, New York
LOCATIONS Cerritos, California
Beijing, China
Swindon, England
Paris, France
Singapore
</TABLE>
<PAGE> 11
[IDEX LOGO]
FLUID HANDLING
Group
Corken
Hale Products
Lubriquip
Micropump
Pulsafeeder
Viking Pump
Warren Rupp
INDUSTRIAL PRODUCTS
Group
Band-It
Signfix
Strippit
Vibratech
Market LEADERSHIP
IDEX enjoys significant shares in niche markets. We achieve these strong
positions by being customer-driven and responding rapidly to users' needs with
top-quality, state-of-the-art products. We are a fleetfooted organization --
nimble and deft -- with strong controls, but little red tape to slow us down.
A market focus pervades our organization. As leaders, we follow a rigorous
program of market and product development. The IDEX acronym stands for
Innovation, Diversity and EXcellence -- traits that position us for further
market growth.
The majority of our products are sold through well-established industrial
distribution networks. We also sell directly to original equipment
manufacturers. Thousand of end users of our products around the globe rely on
our distributors to assist them with product selection and installation. We
provide extensive training and support for distributors to help them fill their
important role in customer satisfaction. These distributors are IDEX's partners
in providing customers with the best products for their applications, in a
timely manner.
Our market development efforts have taken us into more than 100 countries
around the globe. International sales have grown from 19% when the company was
formed eight years ago to 35% today. By sharing application ideas with
distributors and customers, we have widened the array of industries we serve.
No single customer or industry accounts for a major part of our sales.
[PHOTO]
MARKETS SERVED
[PIE CHART]
Utilities & Power Generation
Petroleum Distribution
Food Processing
Construction & Material Handling
Automotive
Oil & Refining
Water Conditioning
Fabricated Metal Products
Chemical Processing
Fire & Rescue
All Other
INTERNATIONAL SALES
[PIE CHART]
Domestic 65%
International 35%
<PAGE> 12
[PHOTO]
MARKET SHARE LEADERSHIP
[PIE CHART]
IDEX enjoys an estimated 35% weighted average share of markets served.
IDEX follows a strict code of ethics in its business practices. We
strive to be a company that people are pleased to buy from, sell to, work for,
and invest in. Each of our businesses has either the number one position in
its niche market, or has a significant position as a close second in market
share. On a weighted-average basis, our businesses enjoy an approximate 35%
share of the primary markets we serve.
By following ethical practices, providing superior quality,
state-of-the-art products, and giving excellent, fleetfooted service around the
world, we intend to further strengthen our market positions.
9
<PAGE> 13
[PHOTO]
Innovation is a key ingredient in the success equation at IDEX. We
foster processes that lead to new products and features for our customers.
While one in 10 people at IDEX is directly engaged in product or process
technology development, it is every employee's job to contribute to our new
product endeavors. Multidisciplined teams work with customers, specifiers,
users, distributors, and focus groups to assure that our products are
state-of-the-art, incorporating the latest, proven technology on a
cost-effective basis.
10
<PAGE> 14
Product & Process
INNOVATION
[PHOTO]
An important measure of the effectiveness of our new product development
efforts is that approximately 25% of sales come from products that have been
newly introduced or totally redesigned within the past four years. Each of our
business units introduced new products again in 1995, including:
- a completely redesigned line of engineered metering pumps at
Pulsafeeder -- the Pulsar(R) Series,
- a broadened line of Viking magnetic drive couplings and the new
Johnson hygienic rotary lobe pump.
- a new series of 1/4" air-operated diaphragm pumps at Warren Rupp,
- new master intake valves for Hale's truck-mounted fire pumps,
- additional vane pumps for truck-mounted applications at Corken, and
- a line of patented Ultra-Lok(R) ties at Band-It.
The large majority of our business units are now ISO 9000 certified
suppliers, and the remaining two units, both recent acquisitions, expect
certification within the next few months. These certifications reinforce our
long-standing manufacturing integrity, and place us at the forefront with our
customers, who rightfully demand first-class products.
Our objective is to leapfrog our own technology. Our fleetfooted
development approach brings new products with proven reliability to market at a
rapid pace. At IDEX, we feel strongly that our customers deserve the very best
the market can produce.
NEW PRODUCT SALES
[PIE CHART]
11
<PAGE> 15
ACQUISITION
Strategy
The IDEX acquisition strategy has been carefully crafted and will continue
to be executed in a disciplined manner. It has been designed to assure growth
in shareholder value rather than growth for growth's sake. Each of our nine
acquisitions since 1989 has been strategic and profitable for the company.
While products produced and markets served may vary, there is commonality in
manufacturing methods, engineering principles, business systems, and
distribution methods among our business units, as well as in the acquisitions
we've made, and those we seek to make.
In 1995, we completed two acquisitions that fit our carefully crafted
criteria. In May, we acquired Micropump Corporation of Vancouver, Washington,
and in October, we acquired Lukas Hydraulic GmbH of Erlangen, Germany.
Micropump has a leading position in an important market segment -- low-flow,
precise-output gear pumps -- and adds to our pump lineup, while Lukas gives us
the leading producer of rescue tools in Europe, complementing our U.S. market
leader -- the Hurst Jaws of Life(R) product line.
IDEX plans to acquire more manufacturers of proprietary industrial
products with an engineering content and with leading positions in their niche
markets. About one-third of our sales are for repair and replacement, and this
is a characteristic we look for in businesses we consider purchasing. We want
to acquire sound companies and improve them further by sharing our business
practices, rather than purchase turnaround businesses that bring higher risks
and usually do not have leading market positions.
[PHOTO]
1995 SALES
[PIE CHART]
Hale Products, Micropump & Lukas 19%
Base Business 81%
IDEX's three most recent acquisitions accounted for 19% of 1995 sales.
REPAIR & REPLACEMENT SALES - 33%
[PIE CHART]
12
<PAGE> 16
[PHOTO]
ACQUISITIONS
Our track record speaks for itself. The Kipp Lubrication Systems, Corken,
Viking Pump of Canada, Pulsafeeder, Johnson Pump, Signfix, Hale Products,
Micropump, and Lukas acquisitions are all contributing strongly to the bottom
line today and have exciting future potential.
Future acquisitions could take us into additional product areas as
stand-alone businesses, or might be product line additions for our existing
units. In either event, we will follow our rigorous acquisition evaluation
process to strive for shareholder value increases. Acquisitions have been
an important element in our success to date, and we expect that they will be
tomorrow as well.
13
<PAGE> 17
HISTORICAL
Data (dollars and share amounts in thousands except per share data)
<TABLE>
<S> <C> <C>
NET SALES EARNINGS EBITDA AND INTEREST
(in millions) PER SHARE (in millions)
[LINE GRAPH] [LINE GRAPH] [LINE GRAPH]
Sales have grown at a 14% Earnings per share IDEX's solid cash flow coverage
compound annual rate. have grown at a 24% of interest expense has
compound annual rate. improved significantly.
</TABLE>
<TABLE>
<S> <C> <C>
OPERATING MARGINS NET INCOME MARGINS TOTAL ASSETS AND
LONG-TERM DEBT
(in millions)
[LINE GRAPH] [LINE GRAPH] [LINE GRAPH]
IDEX's operating margins have Aftertax margins at IDEX are IDEX's balance sheet has
consistently been almost double about equivalent to the pre-tax strengthened considerably since
those of the average industrial margins of the average industrial its first year of operation in 1988.
company. company.
</TABLE>
14
<PAGE> 18
[IDEX LOGO]
<TABLE>
<CAPTION>
1995 1994 1993 1992 1991 1990 1989 1988
---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
RESULTS OF OPERATIONS
Net sales..................... $487,336 $399,502 $308,638 $277,129 $228,181 $228,397 $220,971 $200,351
Gross profit.................. 188,021 152,644 118,352 105,977 85,089 84,853 84,613 74,151
SG&A expenses ................ 97,486 83,980 68,217 63,123 47,014 44,521 42,648 37,135
Goodwill amortization ........ 4,297 3,126 1,989 1,523 626 588 588 554
Income from operations ....... 86,238 65,538 48,146 41,331 37,449 39,744 41,377 36,462
Other income ................. 753 559 1,159 1,831 1,024 1,626 1,553 698
Interest expense ............. 15,948 13,581 11,007 12,178 12,730 15,566 17,828 18,552
Provision for income taxes.... 25,718 18,906 12,972 10,838 9,826 10,101 9,994 7,954
Income before extraordinary
items ....................... 45,325 33,610 25,326 20,146 15,917 15,703 15,108 10,654
Extraordinary items .......... - - - (3,441) 1,214 2,145 2,972 4,583
Net income ................... 45,325 33,610 25,326 16,705 17,131 17,848 18,080 15,237
Preferred dividend
requirements ................ - - - - - - 3,223 5,225
Income applicable to common
stock ....................... 45,325 33,610 25,326 16,705 17,131 17,848 14,857 10,012
FINANCIAL POSITION
Current assets................ $185,899 $151,357 $115,466 $116,723 $ 74,464 $ 75,697 $ 75,202 $ 68,983
Current liabilities........... 82,808 69,350 42,640 40,041 31,733 30,742 28,888 27,912
Working capital .............. 103,091 82,007 72,826 76,682 42,731 44,955 46,314 41,071
Current ratio ................ 2.2 2.2 2.7 2.9 2.3 2.5 2.6 2.5
Capital expenditures.......... 13,002 8,896 7,822 8,231 3,578 6,813 5,389 2,533
Depreciation and
amortization ................ 17,122 14,315 11,898 10,576 7,638 6,579 6,206 6,938
Total assets ................. 466,122 371,096 258,967 253,300 143,142 134,356 133,687 128,124
Long-term debt ............... 206,184 168,166 117,464 139,827 65,788 103,863 124,942 143,308
Total liabilities ............ 315,177 254,791 175,281 194,569 106,030 138,643 156,969 172,607
Redeemable preferred stock ... - - - - - - - 40,198
Shareholders' equity ......... 150,945 116,305 83,686 58,731 37,112 (4,287) (23,282) (84,681)
PERFORMANCE MEASURES
Percent of net sales
Gross profit ................ 38.6% 38.2% 38.3% 38.2% 37.3% 37.2% 38.3% 37.0%
SG&A expenses ............... 20.0 21.0 22.1 22.8 20.6 19.5 19.3 18.5
Goodwill amortization ....... .9 .8 .6 .5 .3 .3 .3 .3
Income from operations ...... 17.7 16.4 15.6 14.9 16.4 17.4 18.7 18.2
Income before extraordinary
items ...................... 9.3 8.4 8.2 7.3 7.0 6.9 6.8 5.3
Return on average assets ..... 10.8 10.7 9.9 8.4 12.3 13.3 11.3 7.7
Debt as a percent of
capitalization .............. 57.7 59.1 58.4 70.4 63.9 104.3 122.9 244.4
Return on average shareholders'
equity ...................... 33.9 33.6 35.6 34.9 104.4 - - -
PER SHARE DATA
Income before extraordinary
items ...................... $ 2.30 $ 1.72 $ 1.31 $ 1.06 $ .94 $ .97 $ .87 $ .52
Net income .................. 2.30 1.72 1.31 .88 1.01 1.10 1.09 .95
Cash dividends .............. .56 - - - - - - -
Shareholders' equity ........ 7.89 6.10 4.39 3.11 1.98 (.26) (1.44) (8.07)
Stock price
High ...................... 44 1/4 29 1/4 24 15 7/8 13 3/8 11 5/8 11 1/4 -
Low ....................... 27 5/8 22 5/8 14 5/8 11 1/8 6 3/8 6 7/8 9 1/4 -
Close ..................... 40 3/4 28 1/8 23 7/8 15 7/8 11 1/8 7 1/8 11 1/4 -
Price/earnings ratio at
year end ................... 18 16 18 15 12 7 13 -
OTHER DATA
Employees ................... 3,233 2,841 2,354 2,377 1,919 1,925 1,962 1,819
Shareholders of record ...... 1,359 1,388 1,454 1,551 1,602 1,714 1,820 -
Weighted average shares
outstanding ................. 19,739 19,554 19,317 18,926 16,911 16,206 13,691 10,493
Shares outstanding at
year end .................... 19,130 19,079 19,053 18,902 18,789 16,202 16,211 10,493
</TABLE>
All share and per share data has been restated to reflect the three-for-two
stock split in the form of a 50% stock dividend in January 1995.
15
<PAGE> 19
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
HISTORICAL OVERVIEW AND OUTLOOK
IDEX sells a broad range of proprietary fluid handling and industrial
products to a diverse customer base in the U.S. and, to an increasing extent,
internationally. Accordingly, IDEX's businesses are affected by levels of
industrial activity and economic conditions in the U.S. and in other countries
where its products are sold and by the relationship of the dollar to other
currencies. Among the factors that affect the demand for IDEX's products are
interest rates, levels of capital spending in certain industries, and overall
industrial growth.
IDEX has a history of strong operating margins. The Company's operating
margins are affected by, among other things, utilization of facilities as sales
volumes change and inclusion of newly acquired businesses which may have lower
margins that could be further affected by purchase accounting adjustments.
IDEX's orders, sales, net income and earnings per share in 1995 surpassed
the records set in the prior year. Backlogs decreased modestly as shipments
exceeded incoming orders during 1995, but remain at a normal operating level of
about 1-1/2 months' sales. This low level of backlog allows IDEX to provide
excellent customer service, but also means that changes in orders are felt
quickly in operating results.
The rate of growth in the U.S. economy slowed in 1995 from the robust pace
of 1994, as did growth in many of the other economies of the world. But, with
our current incoming order pace, our strong market positions, a continuing flow
of new and redesigned products, and opportunities for expansion worldwide, the
outlook for IDEX continues to be healthy. Barring unforeseen circumstances,
IDEX expects to again achieve records in orders, sales, net income, and
earnings per share in 1996.
RESULTS OF OPERATIONS
For purposes of this discussion and analysis section, reference is made to
the table on page 17 and the Company's Statements of Consolidated Operations on
page 21. IDEX consists of two business segments: Fluid Handling and Industrial
Products.
PERFORMANCE IN 1995 COMPARED TO 1994
Orders, sales, net income and earnings per share were at record levels for
1995. Incoming orders were 18% higher than 1994 with about one-quarter of the
increase stemming from growth in the Company's base businesses and the other
three-quarters resulting from the recent acquisitions of Hale Products (May
1994), Micropump (May 1995), and Lukas (October 1995).
Sales for 1995 of $487.3 million increased $87.8 million or 22% over 1994.
The inclusion of recently acquired businesses accounted for 12% of the volume
growth, while sales in the other business units rose 10% over the prior year.
This growth stemmed from a solid U.S. economy, continuing emphasis on
developing international markets, and the addition of several new products.
The increase in international sales accounted for about one-half of the
year-over-year improvement.
Fluid Handling Group sales of $347.7 million increased $72.1 million or
26% from 1994. The inclusion of Micropump and Lukas for a portion of the year
along with Hale Products for a full year, and higher sales volume from improved
market conditions in each of the other Fluid Handling Group businesses
accounted for the increase. Sales outside the U.S. increased to 33% of total
Fluid Handling Group sales in 1995 from 30% in 1994 due to the inclusion of
Micropump, Lukas and the international operations of Hale Products for a full
year, and stronger worldwide demand for products of the base businesses in the
Group.
Industrial Products Group sales of $140.0 million increased $15.8 million
or 13% compared to 1994 due to improved demand for products of all business
units in this Group. Shipments outside the U.S. were 38% of total sales in the
Industrial Products Group in 1995, up from 36% in 1994. This was principally
due to greater international demand for the Group's products, especially turret
punching machines, and banding and clamping devices.
Gross profit of $188.0 million in 1995 increased $35.4 million or 23% from
1994. Gross profit as a percent of sales rose to 38.6% in 1995, up from 38.2%
in 1994. Selling, general and administrative expenses increased to $97.5
million in 1995 from $84.0 million in 1994, but as a percentage of sales
decreased to 20.0% in 1995 compared to 21.0% in 1994. Recent acquisitions
caused goodwill amortization to increase to $4.3 million in 1995 from $3.1
million in 1994. As a percent of sales, goodwill amortization remained below
1% in both years.
Income from operations increased $20.7 million or 32% to $86.2 million
in 1995 from $65.5 million in 1994. Operating margin as a percent of sales
increased to 17.7% in 1995
16
<PAGE> 20
[IDEX LOGO]
COMPANY AND BUSINESS GROUP FINANCIAL INFORMATION
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31, (1)
--------------------------------
1995 1994 1993
------- ------- -------
<S> <C> <C> <C>
FLUID HANDLING GROUP (2)
Net sales . . . . . . . . . . . . . . . . $347,739 $275,598 $212,519
Income from operations. . . . . . . . . . 71,298 55,314 41,262
Operating margin . . . . . . . . . . . . 20.5% 20.1% 19.4%
Identifiable assets . . . . . . . . . . . $365,332 $284,571 $178,734
Depreciation and amortization . . . . . . 13,539 10,695 8,844
Capital expenditures. . . . . . . . . . . 6,972 5,772 5,503
INDUSTRIAL PRODUCTS GROUP (2)
Net sales . . . . . . . . . . . . . . . . $139,945 $124,152 $ 96,343
Income from operations. . . . . . . . . . 23,165 18,034 13,666
Operating margin. . . . . . . . . . . . . 16.6% 14.5% 14.2%
Identifiable assets . . . . . . . . . . . $ 86,911 $ 73,693 $ 66,968
Depreciation and amortization . . . . . . 2,840 2,930 2,374
Capital expenditures. . . . . . . . . . . 6,014 2,848 2,170
COMPANY
Net sales . . . . . . . . . . . . . . . . $487,336 $399,502 $308,638
Income from operations. . . . . . . . . . 86,238 65,538 48,146
Operating margin. . . . . . . . . . . . . 17.7% 16.4% 15.6%
Income before interest and income taxes . $ 86,991 $ 66,097 $ 49,305
Identifiable assets . . . . . . . . . . . 466,122 371,096 258,967
Depreciation and amortization (3) . . . . 16,498 13,696 11,258
Capital expenditures. . . . . . . . . . . 13,002 8,896 7,822
</TABLE>
(1) Includes acquisitions of Hale Products (May 26, 1994), Micropump (May 2,
1995), and Lukas (October 2, 1995) in the Fluid Handling Group and Signfix
(November 24, 1993) in the Industrial Products Group.
(2) Group income from operations excludes net unallocated corporate operating
expense.
(3) Excludes amortization of debt issuance expenses.
from 16.4% in 1994. In the Fluid Handling Group, income from operations of
$71.3 million and operating margin of 20.5% for 1995 were both higher than the
$55.3 million and 20.1% recorded in 1994. Operating margin improvements
resulted primarily from volume-related gains with improving business conditions
in the core businesses of the Group. These factors were partially offset by
inclusion of Micropump and Lukas for a portion of the year, and a full year of
Hale Products activity, all of whose operating margins, as expected, were
somewhat lower than the other units in the Group and whose profits were further
affected by purchase accounting adjustments. Income from operations in the
Industrial Products Group of $23.2 million and operating margin of 16.6% in
1995 increased from the totals of $18.0 million and 14.5% achieved in 1994 due
primarily to volume-related improvements.
Interest expense increased to $15.9 million in 1995 from $13.6 million
in 1994 because of additional borrowings to complete the acquisitions of
Micropump and Lukas, and a slightly higher interest rate environment in 1995.
The provision for income taxes increased to $25.7 million in 1995 from
$18.9 million in 1994. The effective tax rate increased to 36.2% in 1995 from
36.0% in 1994.
Net income of $45.3 million in 1995 was 35% higher than net income of $33.6
million in 1994. Earnings per share of $2.30 in 1995 increased 34% from the
$1.72 recorded in 1994.
17
<PAGE> 21
PERFORMANCE IN 1994 COMPARED TO 1993
Sales, net income and earnings per common share were at record levels for
1994. Incoming orders, also at record levels in 1994, rose 30% with about half
the increase stemming from growth in the Company's base businesses and the other
half resulting from including the Signfix and Hale Products business units
acquired in November 1993 and May 1994, respectively.
Sales for 1994 of $399.5 million increased $90.9 million or 29% over 1993.
The inclusion of Signfix and Hale Products, a strong U.S. economy, continuing
emphasis on developing international markets and the addition of several new
products were factors that enabled the Company to report record sales.
Fluid Handling Group sales of $275.6 million increased $63.1 million or 30%
from 1993. The inclusion of Hale Products activity from the date of its
acquisition and higher sales volume from improved market conditions in each of
the other Fluid Handling Group businesses accounted for the increase. Sales
outside the U.S. increased to 30% of total Fluid Handling Group sales in 1994
from 27% in 1993 due to the inclusion of international operations of Hale
Products and stronger international demand for products of the other businesses
in the Group.
Industrial Products Group sales of $124.2 million increased $27.8 million
or 29% compared to 1993 due to improved demand for products of all the base
business units of this Group and inclusion of Signfix. Shipments outside the
U.S. were 36% of total Industrial Product sales in 1994, up from 27% in 1993,
principally due to the inclusion of Signfix, a U.K.-based business unit.
Gross profit of $152.6 million in 1994 increased $34.3 million or 29% from
1993. Gross profit as a percent of sales was 38.2% in 1994 compared to 38.3% in
1993. Selling, general and administrative expenses increased to $84.0 million
in 1994 from $68.2 million in 1993, but as a percentage of sales decreased to
21.0% in 1994 compared to 22.1 % in 1993. As a result of the acquisitions of
Hale Products and Signfix, goodwill amortization increased to $3.1 million in
1994 from $2.0 million in 1993, and as a percent of sales increased to .8% in
1994 from .6% in 1993.
Income from operations increased $17.4 million or 36% to $65.5 million in
1994 from $48.1 million in 1993. Operating margin as a percent of sales
increased to 16.4% in 1994 from 15.6% in 1993. In the Fluid Handling Group,
income from operations of $55.3 million and operating margin of 20.1% for 1994
were both higher than income from operations of $41.3 million and operating
margin of 19.4% in 1993. Operating margin improvements resulted primarily from
volume-related gains with improving business conditions in the base businesses
of the Group. These factors were partially offset by inclusion of Hale
Products, whose operating margins, as expected, were somewhat lower
than the other units in the Group and whose profits were further affected by
purchase accounting adjustments. Income from operations in the Industrial
Products Group of $18.0 million and operating margin of 14.5% in 1994 were
higher than income from operations of $13.7 million and operating margin of
14.2% in 1993 due to volume-related improvements in the core businesses and
inclusion of Signfix.
Interest expense increased to $13.6 million in 1994 from $11.0 million in
1993 because of additional borrowings to complete the acquisitions of Signfix
and Hale Products and a generally higher interest rate environment in 1994.
The provision for income taxes increased to $18.9 million in 1994 from
$13.0 million in 1993. The effective tax rate increased to 36.0% in 1994 from
34.0% in 1993. The 1993 tax rate was affected by tax code revisions relating
to the deductibility of goodwill amortization, and the 1994 tax rate reflects
the non-deductibility of goodwill amortization associated with the purchase of
Hale Products' common stock.
Net income of $33.6 million in 1994 was 33% higher than net income of $25.3
million in 1993. Earnings per share of $1.72 in 1994 were 31% higher than
earnings per share of $1.31 in 1993.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1995, IDEX's working capital was $103.1 million and its
current ratio was 2.2 to 1. Internally generated funds were more than adequate
to fund capital expenditures of $13.0 million, $8.9 million and $7.8 million
for 1995, 1994, and 1993, respectively, and dividends on common stock of $10.7
million in 1995. Capital expenditures were generally for machinery and
equipment which improved productivity, although a portion was for repair and
replacement of equipment and facilities. Management believes that IDEX has
ample capacity in its plant and equipment to meet expected needs for future
growth in the intermediate term. During 1995, 1994, and 1993, depreciation and
amortization expense, excluding amortization of debt issuance expenses, was
$16.5 million, $13.7 million, and $11.3 million, respectively.
18
<PAGE> 22
[IDEX LOGO]
On May 2, 1995, IDEX acquired the net assets of Micropump. IDEX borrowed
$33 million under the Credit Agreement to finance this acquisition. On October
2, 1995, IDEX acquired the outstanding stock of Lukas for the equivalent of $35
million. This acquisition was financed through borrowings under a new DM 52.5
million credit facility (the "German Credit Agreement") entered into by Lukas
and guaranteed by IDEX. The availability under the German Credit Agreement
declines in stages from DM 52.5 million to DM 31.3 million at November 1, 2000.
Any amount outstanding at November 1, 2001 becomes due at that date. Interest
is payable quarterly on the outstanding balance at LIBOR plus 100 basis points.
At December 31, 1995, the maximum amount available under the Credit
Agreement was $150 million, of which $97 million was being used. The
availability under the Credit Agreement declines in stages commencing December
31, 1996 to $115 million on December 31, 1997. Any amount outstanding at June
30, 1999 becomes due at that date. Interest is payable quarterly on the
outstanding balance at the bank agent's reference rate, or at LIBOR plus 75
basis points.
In December 1995, the Company's Board of Directors approved a 14% increase
in the quarterly cash dividend to 16 cents per share beginning with the January
31, 1996 quarterly payment. The initial quarterly cash dividend, set at 14
cents per share, was paid on January 31, 1995.
IDEX believes it will generate sufficient cash flow from operations in
1996 to meet its operating requirements, interest and scheduled amortization
payments under both the Credit Agreement and the German Credit Agreement,
interest and principal payments on the Senior Subordinated Notes, approximately
$15 million of planned capital expenditures, and approximately $12 million of
annual dividend payments to holders of common stock. From commencement of
operations in January 1988 until December 31, 1995, IDEX has borrowed $277
million under the credit agreements to complete nine acquisitions. During this
same period, IDEX generated, principally from operations, cash flow of $239
million to reduce debt. In the event that suitable businesses or assets are
available for acquisition by IDEX upon terms acceptable to the Board of
Directors, IDEX may obtain all or a portion of the financing for the
acquisitions through the incurrence of additional long-term indebtedness.
Net Sales by Operating Group Profits by Operating Group
(in millions) (in millions)
[BAR GRAPH] [BAR GRAPH]
19
<PAGE> 23
IDEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands except share and per share amounts)
<TABLE>
<CAPTION>
As of December 31, 1995 1994
--------- --------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents . . . . . . . . . . . $ 5,937 $ 6,288
Receivables - net. . . . . . . . . . . . . . . 70,338 59,392
Inventorie s. . . . . . . . . . . . . . . . . . 101,052 78,105
Deferred taxes . . . . . . . . . . . . . . . . 7,045 6,304
Other current assets . . . . . . . . . . . . . 1,527 1,268
-------- --------
Total current assets . . . . . . . . . . . . . 185,899 151,357
Property, plant and equipment - net . . . . . . 91,278 66,241
Intangible assets - net . . . . . . . . . . . . 184,217 148,834
Other noncurrent assets . . . . . . . . . . . . 4,728 4,664
-------- --------
Total assets . . . . . . . . . . . . . . . . . $466,122 $371,096
======== ========
LIABILITIES AND SHAREHOLDERS'EQUITY
Current liabilities
Trade accounts payable. . . . . . . . . . . . . $ 36,846 $ 34,558
Dividends payable . . . . . . . . . . . . . . . 3,061 2,671
Accrued expenses. . . . . . . . . . . . . . . . 42,901 32,121
-------- --------
Total current liabilities. . . . . . . . . . . 82,808 69,350
Long-term debt . . . . . . . . . . . . . . . . . 206,184 168,166
Other noncurrent liabilities . . . . . . . . . . 26,185 17,275
-------- --------
Total liabilities. . . . . . . . . . . . . . . 315,177 254,791
-------- --------
Shareholders' equity
Common stock, par value $.01 per share
Shares authorized - 50,000,000
Shares issued and outstanding
1995 - 19,130,284
1994 - 19,078,671. . . . . . . . . . . . 191 191
Additional paid-in capital. . . . . . . . . . . 86,118 84,943
Retained earnings . . . . . . . . . . . . . . . 67,729 33,490
Accumulated translation adjustment. . . . . . . (3,093) (2,319)
-------- --------
Total shareholders' equity . . . . . . . . . . 150,945 116,305
-------- -------
Total liabilities and shareholders' equity . . $466,122 $371,096
======== ========
</TABLE>
See Notes to Consolidated Financial Statements.
20
<PAGE> 24
[IDEX LOGO]
IDEX CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED OPERATIONS
(in thousands except per share amounts)
<TABLE>
<CAPTION>
For the years ended December 31, 1995 1994 1993
-------- -------- --------
<S> <C> <C> <C>
Net sales ................................. $487,336 $399,502 $308,638
Cost of sales ............................. 299,315 246,858 190,286
-------- -------- --------
Gross profit .............................. 188,021 152,644 118,352
Selling, general and
administrative expenses .................. 97,486 83,980 68,217
Goodwill amortization ..................... 4,297 3,126 1,989
-------- -------- --------
Income from operations .................... 86,238 65,538 48,146
Other income - net ........................ 753 559 1,159
-------- -------- --------
Income before interest expense and
income taxes ............................. 86,991 66,097 49,305
Interest expense .......................... 15,948 13,581 11,007
-------- -------- --------
Income before income taxes ................ 71,043 52,516 38,298
Provision for income taxes ................ 25,718 18,906 12,972
-------- -------- --------
Net income ................................ $ 45,325 $ 33,610 $ 25,326
======== ======== ========
Earnings per common share ................. $ 2.30 $ 1.72 $ 1.31
======== ======== ========
Weighted average common shares
outstanding .............................. 19,739 19,554 19,317
======== ======== ========
</TABLE>
See Notes to Consolidated Financial Statements.
21
<PAGE> 25
IDEX CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED SHAREHOLDERS' EQUITY
(in thousands except share and per share amounts)
<TABLE>
<CAPTION>
Retained
Common Stock Earnings Accumulated Total
and Additional (Accumulated Translation Shareholders'
Paid-In Capital Deficit) Adjustment Equity
--------------- ----------- ---------- ------------
<S> <C> <C> <C> <C>
Balance, December 31, 1992 .............. $84,365 $(22,775) $(2,859) $ 58,731
Issuance of 150,430 shares of common
stock from exercise of stock options ... 475 475
Unrealized translation adjustment ....... (846) (846)
Net income .............................. 25,326 25,326
------- -------- ------- --------
Balance, December 31, 1993 .............. 84,840 2,551 (3,705) 83,686
Issuance of 26,289 shares of common
stock from exercise of stock options ... 294 294
Cash dividends declared - $.14
per common share outstanding ........... (2,671) (2,671)
Unrealized translation adjustment ....... 1 ,386 1 ,386
Net income .............................. 33,610 33,610
------- -------- ------- --------
Balance, December 31, 1994 .............. 85,134 33,490 (2,319) 116,305
Issuance of 51,641 shares of common
stock from exercise of stock options ... 1,175 1,175
Cash dividends declared - $.58
per common share outstanding ........... (11,086) (11,086)
Unrealized translation adjustment ....... (774) (774)
Net income .............................. 45,325 45,325
------- -------- ------- --------
Balance, December 31, 1995 .............. $86,309 $ 67,729 $(3,093) $150,945
======= ======== ======= ========
</TABLE>
See Notes to Consolidated Financial Statements.
22
<PAGE> 26
[IDEX LOGO]
IDEX CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
For the years ended December 31, 1995 1994 1993
------ ------ ------
<S> <C> <C> <C>
Cash flows from operating activities
Net income . . . . . . . . . . . . . . . . . . . . . . . . . $ 45,325 $ 33,610 $ 25,326
Adjustments to reconcile net income to
net cash flows from operating activities
Depreciation and amortization . . . . . . . . . . . . . . 10,940 9,671 8,455
Amortization of intangibles . . . . . . . . . . . . . . . 5,558 4,025 2,803
Amortization of debt issuance expenses . . . . . . . . . . 624 619 640
Deferred income taxes . . . . . . . . . . . . . . . . . . 2,297 2,711 4,714
Increase in receivables . . . . . . . . . . . . . . . . . (5,045) (7,611) (1,690)
(Increase) decrease in inventories . . . . . . . . . . . . (10,222) 415 4,599
Increase (decrease) in trade accounts
payable . . . . . . . . . . . . . . . . . . . . . . . . . 812 8,292 (150)
Increase (decrease) in accrued expenses . . . . . . . . . 4,331 141 (671)
Other transactions - net . . . . . . . . . . . . . . . . . 470 654 246
-------- ------- ---------
Net cash flows from operating activities . . . . . . . . . 55,090 52,527 44,272
-------- ------- ---------
Cash flows from investing activities
Additions to property, plant and equipment . . . . . . . . . (13,002) (8,896) (7,822)
Acquisition of businesses
(net of cash acquired) . . . . . . . . . . . . . . . . . . (69,760) (91,558) (12,306)
-------- -------- ---------
Net cash flows from investing activities . . . . . . . . (82,762) (100,454) (20,128)
-------- -------- ---------
Cash flows from financing activities
Dividends paid . . . . . . . . . . . . . . . . . . . . . . (10,697)
Net borrowings (repayments)
under the credit agreements . . . . . . . . . . . . . . . 37,968 50,000 (22,500)
Increase in accrued interest . . . . . . . . . . . . . . . . 50 702 137
Payment of deferred financing costs . . . . . . . . . . . . (638)
-------- -------- ---------
Net cash flows from financing activities . . . . . . . . . 27,321 50,702 (23,001)
-------- -------- ---------
Net increase (decrease) in cash . . . . . . . . . . . . . . . (351) 2,775 1 ,143
Cash and cash equivalents at beginning of year. . . . . . . . . 6,288 3,513 2,370
-------- -------- ---------
Cash and cash equivalents at end of year. . . . . . . . . . . . $ 5,937 $ 6,288 $ 3,513
======== ======== =========
</TABLE>
See Notes to Consolidated Financial Statements.
23
<PAGE> 27
IDEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands except share and per share amounts)
1. ORGANIZATION AND ACQUISITION
Pursuant to the requirements of the Securities and Exchange Commission,
the January 22, 1988 acquisition of the initial six businesses comprising IDEX
Corporation ("IDEX or the "Company") was not accounted for as a purchase
transaction. Consequently, the accounting for the acquisition does not reflect
any adjustment of the carrying value of the assets and liabilities to their
fair values at the time of the acquisition. Accordingly, the total
shareholders' equity of IDEX at December 31, 19955 1994 and 1993 includes a
charge of $96.5 million which represents the excess of the purchase price over
the book value of the subsidiaries purchased at the date of the acquisition.
2. SIGNIFICANT ACCOUNTING POLICIES
BUSINESS
The Company operates principally as a manufacturer of fluid handling
devices and industrial products.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the Company and its
subsidiaries. Significant intercompany transactions and accounts have been
eliminated.
CASH EQUIVALENTS
For purposes of the Statements of Consolidated Cash Flows, the Company
considers all highly liquid debt instruments purchased with a maturity of three
or fewer months to be cash equivalents.
INVENTORIES
Inventories are stated at the lower of cost or market. Cost, which
includes labor, material and factory overhead, is determined on the first-in,
first-out ("FIFO") basis or the last-in, first-out ("LIFO") basis, as described
in Note 4.
DEBT EXPENSES
Expenses incurred in securing and issuing long-term debt are amortized
over the life of the related debt.
EARNINGS PER COMMON SHARE
Earnings per common share are computed by dividing net income by the
weighted average number of shares of common stock and common stock equivalents
outstanding during the year. Common stock equivalents, in the form of stock
options, have been included in the calculation of weighted average shares
outstanding using the treasury stock method.
DEPRECIATION AND AMORTIZATION
Depreciation is recorded using the straight-line method. The estimated
useful lives used in the computation of depreciation generally are as follows:
<TABLE>
<S> <C>
Land improvements . . . . . . . . . . . . . . . 10 to 12 years
Buildings and improvements. . . . . . . . . . . 3 to 30 years
Machinery and equipment, tooling,
and engineering drawings . . . . . . . . . . 3 to 12 years
Office equipment, mobile equipment
and motor vehicles . . . . . . . . . . . . . 3 to 12 years
</TABLE>
Identifiable intangible assets are amortized over their estimated useful
lives using the straight-line method. The cost in excess of net assets
acquired is amortized on a straight-line basis over a period of 30 to 40 years.
The carrying amount of all long-lived assets is evaluated annually to
determine if adjustment to the depreciation and amortization period or to the
unamortized balance is warranted.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities and reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
3. SUPPLEMENTAL CASH FLOW INFORMATION
A summary of annual supplemental cash flow information
follows:
<TABLE>
<CAPTION>
1995 1994 1993
------ ------ -------
<S> <C> <C> <C>
Cash paid for:
Interest . . . . . . . . . . $15,303 $12,007 $9,993
Income taxes . . . . . . . . 21,793 16,608 7,778
Noncash investing activities -
Liabilities assumed in
connection with acquisition
of businesses:
Fair value of assets acquired. $50,218 $47,187 $ 6,659
Cost in excess of
net assets acquired . . . . . 34,386 63,069 9,303
Cash paid. . . . . . . . . . . (69,760) (91,558) (12,306)
-------- ------- -------
Liabilities assumed . . . . . $ 14,844 $18,698 $ 3,656
======== ======= =======
</TABLE>
4. BALANCE SHEET COMPONENTS
The components of inventories as of December 31, 1995
and 1994 were:
<TABLE>
<CAPTION>
1995 1994
----- -----
<S> <C> <C>
Inventories
Raw materials . . . . . . . . . $ 13,978 $ 9,430
Work in process . . . . . . . . 15,434 10,648
Finished goods . . . . . . . . 71,640 58,027
-------- -------
Total $101,052 $78,105
======== =======
</TABLE>
24
<PAGE> 28
[IDEX LOGO]
Those inventories which were carried on a LIFO basis amounted to
$57,409 and $41,499 at December 31, 1995 and 1994, respectively. The excess of
current cost over LIFO inventory value and the impact on earnings of using the
LIFO method are not material.
The components of certain other balance sheet accounts as of December
31, 1995 and 1994 were:
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Receivables
Customers .................................... $ 71,424 $ 60,409
Other ........................................ 1,073 805
-------- --------
Total ........................................ 72,497 61,214
Less allowance for doubtful accounts .......... 2,159 1,822
-------- --------
Receivables - net ............................ $ 70,338 $ 59,392
======== ========
Property, plant and equipment, at cost
Land and improvements ......................... $ 8,836 $ 4,685
Buildings and improvements .................... 51,708 36,173
Machinery and equipment ...................... 130,518 119,694
Engineering drawings .......................... 9,383 9,387
Office equipment .............................. 16,074 12,382
Mobile equipment and motor vehicles ........... 2,353 2,256
Construction in progress ...................... 2,386 2,805
-------- --------
Total ........................................ 221,258 187,382
Less accumulated depreciation
and amortization ............................. 129,980 121,141
-------- --------
Property, plant and equipment - net .......... $ 91,278 $ 66,241
======== ========
Intangible assets
Cost in excess of net assets
acquired ..................................... $186,928 $151,394
Other ......................................... 26,283 20,896
-------- --------
Total ........................................ 213,211 172,290
Less accumulated amortization ................. 28,994 23,456
-------- --------
Intangible assets - net ...................... $184,217 $148,834
======== ========
Accrued expenses
Accrued payroll and related items ............. $ 20,229 $ 15,573
Accrued taxes ................................. 7,537 4,572
Accrued insurance ............................. 2,555 2,141
Other accrued liabilities...................... 12,580 9,835
-------- --------
Total ........................................ $ 42,901 $ 32,121
======== ========
Other noncurrent liabilities
Pension and retiree medical
reserves ..................................... $ 15,078 $ 9,874
Lease obligations ............................. 2,328 2,559
Other noncurrent liabilities .................. 8,779 4,842
-------- --------
Total ........................................ $ 26,185 $ 17,275
======== ========
</TABLE>
5. LEASE COMMITMENTS
At December 31, 1995, total minimum rental payments under
noncancellable operating leases, primarily for office facilities, warehouses
and data processing equipment, were $18.5 million. The future minimum rental
commitments for each of the next five years ending December 31 are payable as
follows: 1996- $4.1 million; 1997 - $3.3 million; 1998 - $2.3 million; 1999 -
$1.6 million; 2000 - $1.2 million; thereafter - $6.0 million.
Rental expense totaled $4.8 million, $4.4 million and $4.0 million for the
years ended December 31, 1995, 1994 and 1993, respectively.
6. RETIREMENT BENEFITS
The Company has a number of noncontributory defined benefit and defined
contribution pension plans covering substantially all employees, other than
certain bargaining unit employees who participate in a multiemployer pension
plan. The defined benefit plans covering salaried employees provide pension
benefits that are based on compensation over an employee's full career. The
defined benefit plans covering hourly employees and bargaining unit members
generally provide benefits of stated amounts for each year of service. The
Company's funding policy for these plans is to fund benefits as accrued within
the minimum and maximum limitations of the Internal Revenue Code. The defined
contribution plans provide for annual contributions to individuals' accounts.
The level of the contribution is generally a percent of salary based on age and
years of service.
Pension costs for the years ended December 31, 1995, 1994 and 1993
included the following components:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Service cost - benefits earned
during the period ................ $ 1,937 $ 2,075 $ 1,573
Interest cost on projected
benefit obligation ............... 2,680 2,685 2,335
Actual return on assets ............ (8,172) 1,621 (3,768)
Net amortization and deferral ...... 5,288 (4,276) 1,330
------- ------- -------
Net periodic pension cost ........ 1,733 2,105 1,470
Contributions to multiemployer
plan, defined contribution
plans and other .................. 2,780 2,495 1,595
------- ------- -------
Total pension costs ........... $ 4,513 $ 4,600 $ 3,065
======= ======= =======
</TABLE>
Assumptions used in accounting for pension costs at December 31, were:
<TABLE>
<S> <C> <C> <C>
Assumed discount rate ............ 7.25% 8.5% 7.5%
Assumed rate of compensation
increase for salaried plans ... 4.0 % 4.0% 4.0%
Expected rate of return on
plan assets ................... 8.0 % 8.0% 8.0%
</TABLE>
25
<PAGE> 29
The funded status of the defined benefit plans and amounts recognized in
the Company's consolidated balance sheets at December 31, 1995 and 1994 are
presented below:
<TABLE>
<CAPTION>
U.S. PLANS NON-U.S.
-------------------------- -----------
ASSETS ACCUMULATED ACCUMULATED
EXCEED BENEFITS BENEFITS
ACCUMULATED EXCEED EXCEED
BENEFITS ASSETS ASSETS
-------- ------ ------
<S> <C> <C> <C>
DECEMBER 31, 1995
Actuarial present value of benefit
obligations
Vested benefit obligation............. $24,539 $ 4,861 $ 8,017
======= ======== =======
Accumulated benefit obligation........ $26,279 $ 5,571 $ 8,017
======= ======== =======
Projected benefit obligation............ $37,413 $ 5,571 $ 8,315
Plan assets at fair value (1)........... 37,967 3,644 3,286
------- -------- -------
Projected benefit obligation less than
(in excess of) plan assets............ 554 (1,927) (5,029)
Prior service cost not yet recognized 2,101 326
Unrecognized net obligation at
July 31, 1985 (2)..................... (1,292) (270)
Unrecognized net (gain) loss............ (659) 652 (326)
------- -------- -------
Pension asset (liability)............. $ 704 $(11,219) $(5,355)
======= ======== =======
DECEMBER 31, 1994
Actuarial present value of benefit
obligations
Vested benefit obligation............. $23,891 $ 4,323
======= ========
Accumulated benefit obligation ....... $25,775 $ 4,731
======= ========
Projected benefit obligation............ $30,258 $ 4,851
Plan assets at fair value (1) .......... 30,013 2,870
------- --------
Projected benefit obligation in
excess of plan assets................ (245) (1,981)
Prior service cost not yet recognized 2,084 227
Unrecognized net obligation at
July 31, 1985 (2).................... (1,515) (329)
Unrecognized net (gain) loss............ (436) 661
------- --------
Pension liability..................... $ (112) $ (1,422)
======= ========
</TABLE>
(1) Primarily listed stocks and publicly traded fixed income securities.
(2) Amortized by plan over the greater of the average remaining service
period of the employee workforce or 15 years.
7. POSTRETIREMENT HEALTH CARE AND LIFE INSURANCE BENEFITS
The Company and certain subsidiaries provide health care and life
insurance benefits to certain retired employees, their covered dependents and
beneficiaries. The Company provides for the estimated cost of such retiree
benefit payments during the employee's active service period.
Net periodic postretirement expense for 1995, 1994 and 1993 includes the
following components:
<TABLE>
<CAPTION>
1995 1994 1993
------ ------ ------
<S> <C> <C> <C>
Service cost -- benefits earned
during the period................................. $ 264 $341 $ 319
Interest cost on accumulated
postretirement benefit obligation 582 655 739
Net amortization and deferral...................... (260) (66) (4)
----- ---- ------
Total cost....................................... $ 586 $930 $1,054
===== ==== ======
</TABLE>
The Company's postretirement benefit plans are not funded. The
accumulated postretirement benefit obligation (APBO)of the plans at December
31, 1995 and 1994 is as follows:
<TABLE>
<CAPTION>
1995 1994
------ ------
<S> <C> <C>
Retirees................................... $3,069 $ 2,950
Fully eligible active participants......... 797 828
Other active participants.................. 4,974 3,942
------ -------
Total APBO ............................. 8,840 7,720
Unrecognized net gain...................... 1,149 2,154
------ -------
Accrued postretirement
health care costs....................... $9,989 $ 9,874
====== =======
</TABLE>
For measurement purposes, a 12% annual rate of increase in the cost of
covered health care benefits was assumed for 1995, gradually declining to 6% by
the year 2008 and remaining at that level thereafter. The health care trend
rate assumption has a significant effect on the amount of the obligation and
the net periodic cost reported. An increase or decrease of the trend rate of
1% would change the accumulated postretirement benefit obligation as of
December 31, 1995 by $1.3 million and the net periodic cost for this year by
$.1 million. The assumed discount rate used in determining the accumulated
postretirement benefit obligation was 7.25% in 1995 and 8.5% in 1994.
8. LONG-TERM DEBT
Long-term debt at December 31, 1995 and 1994 consisted of the following:
<TABLE>
<CAPTION>
1995 1994
------ ------
<S> <C> <C>
Bank revolving credit facilities,
including accrued interest......... $131,184 $ 93,166
9-3/4% Senior Subordinated Notes.... 75,000 75,000
-------- --------
Long-term debt..................... $206,184 $168,166
======== ========
</TABLE>
The availability under the bank revolving credit facility (the "Credit
Agreement") declines in stages commencing December 31, 1996 from a maximum of
$150 million to $115 million at December 31, 1997. Any amount outstanding at
June 30, 1999 becomes due at that date. At December 31, 1995, $97 million of
the maximum availability was being used. Interest on the outstanding borrowings
under the Credit Agreement is payable quarterly at a rate based on the bank
agent's reference rate or, at the Company's election, at a rate based on LIBOR
plus 75 basis points
26
<PAGE> 30
[IDEX LOGO]
per annum. The weighted average interest rate on outstanding borrowings under
the Credit Agreement was 6-7/8% at December 31, 1995. A commitment fee equal to
1/4% per annum is payable quarterly on any unutilized portion under the Credit
Agreement. In May 1995, IDEX borrowed $33 million under the Credit Agreement
to finance the acquisition of the net assets of Micropump Corporation.
IDEX acquired the outstanding stock of Lukas Hydraulik GmbH ("Lukas")
through borrowings of DM 50.0 million ($35 million) under a new DM 52.5 million
credit facility (the "German Credit Agreement") entered into by Lukas and
guaranteed by IDEX. The availability under the German Credit Agreement
declines in stages from DM 52.5 million to DM 31.3 million at November 1, 2000.
Interest is payable quarterly on outstanding balance at LIBOR plus 100 basis
points per annum.
Total long-term debt outstanding at December 31, 1995 and 1994 included
accrued interest of $3.2 million each year as interest is generally paid
through borrowings under the Credit Agreement.
Borrowings under the Credit Agreement are guaranteed jointly and severally
by certain of the Company's subsidiaries and secured by a pledge of their stock
and intercompany notes.
The Company's $75 million of Senior Subordinated Notes ("Notes") due
2002 are jointly and severally guaranteed by certain of the subsidiaries of the
Company and are subordinated to the Credit Agreement. Interest is payable
semiannually at the rate of 9-3/4% per annum. The Notes are payable in annual
installments of $18.75 million commencing in 2000 and are redeemable at various
premiums by the Company commencing in 1997. At December 31, 1995, the fair
market value of the Notes is approximately $80 million based on the quoted
market price.
Interest expense included $.6 million for the years ended December 31,
1995, 1994 and 1993, respectively, for amortization of debt issuance expenses.
The Credit Agreement and the Indenture for the Notes permit the payment of
cash dividends only to the extent that no default exists under such agreements
and limit the amount of such dividends in accordance with specified formulas.
At December 31, 1995, cash available for dividends on common stock for 1996 is
limited to approximately $41.4 million under the most restrictive of these
provisions.
9. CONTINGENCIES
The Company is involved in certain litigation pertaining to
environmental and other legal proceedings arising in the ordinary course of
business. None of these matters is expected to have a material adverse effect
on the Company's financial position or results of operations. However, the
ultimate resolution of these matters could result in a change in the Company's
estimates of its liability for these matters.
10. COMMON AND PREFERRED STOCK
On December 12, 1994, the Company's Board of Directors authorized a
three-for-two common stock split effected in the form of a 50% stock dividend
payable on January 31, 1995 to shareholders of record on January 17, 1995. Par
value of common stock remained at $.01 per share.
At December 31, 1995 and 1994, the Company had five million shares of
preferred stock authorized but unissued.
11. STOCK OPTIONS
The Company has stock option plans providing for the grant of options to
purchase common shares to outside directors, executives and certain key
employees. In October 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 123, "Accounting for Stock
Based Compensation" (SFAS No. 123) which the Company must adopt in 1996.
The Company intends to retain the current method of accounting for stock-based
compensation expense with certain additional disclosures as allowed by the
statement. Therefore, the new standard will have no effect on the Company's
net income or financial position.
The Compensation Committee of the Board of Directors administers the plans
and approves stock option grants. Stock options granted under the plans are
exercisable at a price equal to the market value of the stock at the date of
grant. The options become exercisable from one to five years from the date of
grant and generally expire 10 years from the date of grant. The following
table summarizes option activity under the plans:
<TABLE>
<CAPTION>
NUMBER OPTION PRICE
OF OPTIONS PER SHARE
---------- ------------
<S> <C> <C>
Outstanding at December 31, 1992... 645,450 $.09-13.52
Granted........................... 427,650 15.03-18.58
Exercised......................... (150,430) .09
Forfeited......................... (45,150) 9.33-18.58
-----------
Outstanding at December 31, 1993... 877,520 .09-18.58
Granted........................... 291,825 23.23-26.42
Exercised......................... (26,289) .09-18.58
Forfeited......................... (58,080) 9.33-26.42
-----------
Outstanding at December 31, 1994... 1,084,976 .09-26.42
Granted........................... 224,400 27.23-33.38
Exercised......................... (51,641) .09-24.42
Forfeited......................... (21,330) 12.23-30.13
-----------
Outstanding at December 31, 1995... 1,236,405 .09-33.38
===========
Exercisable at December 31, 1995... 518,145 .09-26.42
===========
Available for grant at
December 31, 1995................. 425,234
===========
</TABLE>
27
<PAGE> 31
12. BUSINESS SEGMENTS AND GEOGRAPHIC INFORMATION
The Company is a manufacturer of a wide array of proprietary engineered
products, including industrial pumps and controls, fire-fighting pumps and
rescue equipment, stainless steel banding, clamping and sign-mounting devices,
sheet metal fabricating equipment and tooling, automatic lubrication systems,
small-horsepower compressors, and energy absorption equipment. These
activities are grouped into two business segments: Fluid Handling and
Industrial Products. No single customer accounted for a material portion of
consolidated sales.
Segment information for the years ended December 31, 1995, 1994 and 1993
is presented under "Management's Discussion and Analysis of Financial Condition
and Results of Operations."
Information about the Company's operations in different geographical
regions for the three years ended December 31, 1995, 1994 and 1993 is shown
below. The Company's primary areas of operation outside the United States
include North America, Europe and the Far East.
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Sales
North America.... $401,654 $342,695 $280,413
Europe........... 80,415 52,323 24,241
Other............ 5,267 4,484 3,984
-------- -------- --------
Total........... $487,336 $399,502 $308,638
======== ======== ========
Income from operations
North America.... $ 73,724 $ 57,125 $ 43,779
Europe........... 11,528 7,434 3,999
Other............ 986 979 368
-------- -------- --------
Total........... $ 86,238 $ 65,538 $ 48,146
======== ======== ========
Identifiable assets
North America.... $357,393 $315,219 $224,717
Europe........... 106,457 53,580 31,583
Other............ 2,272 2,297 2,667
-------- -------- --------
Total........... $466,122 $371,096 $258,967
======== ======== ========
</TABLE>
Export sales from the United States for the years ended December 31, 1995,
1994 and 1993 were to the following geographical areas:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
North America..... $ 20,537 $ 21,911 $ 13,035
South America..... 8,947 6,009 4,550
Europe............ 10,339 8,068 7,341
Far East.......... 21,952 12,347 14,311
Other............. 15,247 15,413 10,075
-------- -------- --------
Total............ $ 77,022 $ 63,748 $ 49,312
======== ======== ========
</TABLE>
13. INCOME TAXES
Income taxes are provided based on the liability method of accounting
pursuant to SFAS No. 109, "Accounting for Income Taxes." Pretax income for the
years ended December 31, 1995, 1994 and 1993 was taxed under the following
jurisdictions:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Domestic......... $56,969 $45,263 $34,811
Foreign.......... 14,074 7,253 3,487
------- ------- -------
Total........... $71,043 $52,516 $38,298
======= ======= =======
</TABLE>
The provision for income taxes for the years ended December 31, 1995, 1994
and 1993 was as follows:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Current
United States........ $19,369 $13,007 $ 6,805
State and local...... 1,326 841 623
Foreign.............. 2,726 2,550 885
------- ------- -------
Total current....... 23,421 16,398 8,313
------- ------- -------
Deferred
United States........ 438 2,579 4,224
State and local...... (189) 537 346
Foreign.............. 2,048 (608) 89
------- ------- -------
Total deferred...... 2,297 2,508 4,659
------- ------- -------
Total provision for
income taxes....... $25,718 $18,906 $12,972
======= ======= =======
</TABLE>
Deferred (prepaid) income taxes result from the following temporary
differences:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Employee and retiree
benefit plans........ $ 228 $ 61 $ 185
Depreciation and
amortization......... 474 1,284 1,552
Net operating loss
and credit
carryovers........... 497 243 1,049
Inventories........... (607) 636 (1,050)
Allowances and
accruals............. 1,785 (262) 426
Financing............. (86) 1,041 2,733
Other................. 6 (495) (236)
------- ------- -------
Total deferred
tax provision....... $ 2,297 $ 2,508 $ 4,659
======= ======= =======
</TABLE>
28
<PAGE> 32
[IDEX LOGO]
Deferred tax assets (liabilities) comprise the following at December 31,
1995 and 1994:
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Employee and retiree
benefit plans............................... $ 6,839 $ 6,937
Depreciation and amortization................ (9,089) (7,915)
Net operating loss and
credit carryovers........................... 143 425
Inventories.................................. (170) 153
Allowances and accruals...................... 8,898 6,453
Financing.................................... (412) (498)
Other........................................ (975) 4
------- ------
Total....................................... $ 5,234 $5,559
======= ======
</TABLE>
The consolidated balance sheets at December 31, 1995 and 1994 include
current deferred tax assets of $7,045 and $6,304, respectively, classified as
"Deferred taxes" and noncurrent deferred tax liabilities of $1,811 and $745,
respectively, included in "Other noncurrent liabilities."
The total income tax provision differs from the amount computed by
applying the statutory federal income tax rate to pretax income. The computed
amount and the differences for the years ended December 31, 1995, 1994 and 1993
were as follows:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Pretax income................ $ 71,043 $ 52,516 $ 38,298
======== ======== ========
Income tax provision:
Computed amount
at statutory rate
of 35%..................... $ 24,865 $ 18,381 $ 13,404
Foreign sales
corporation................ (918) (657) (470)
Amortization of cost
in excess of net
assets acquired............ 1,146 728 263
State and local
income tax................. 1,137 1,378 969
Other - net................. (512) (924) (1,194)
-------- -------- -------
Total income tax
provision................. $ 25,718 $ 18,906 $12,972
======== ======== =======
</TABLE>
No provision has been made for U.S. or additional foreign taxes on $11.8
million of undistributed earnings of foreign subsidiaries which are permanently
reinvested. It is not practical to estimate the amount of additional tax which
might be payable if these earnings were repatriated. However, the Company
believes that U.S. foreign tax credits would, for the most part, eliminate any
additional U.S. tax and offset any additional foreign tax.
14. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The following is a summary of the unaudited quarterly results of
operations for the years ended December 31, 1995 and 1994:
<TABLE>
<CAPTION>
QUARTER
--------------------------------
FIRST SECOND THIRD FOURTH
----- ------ ----- ------
<S> <C> <C> <C> <C>
DECEMBER 31, 1995
Net sales............... $116,580 $127,203 $116,807 $126,746
Income from
operations............ 20,474 23,147 20,369 22,248
Net income.............. 10,762 12,319 10,681 11,563
Earnings per
common share.......... $ .55 $ .63 $ .54 $ .58
Weighted average shares
outstanding........... 19,624 19,701 19,841 19,833
DECEMBER 31, 1994
Net sales............... $ 85,874 $ 93,559 $106,975 $113,094
Income from
operations............ 13,853 15,679 17,674 18,332
Net income.............. 7,347 8,178 8,850 9,235
Earnings per
common share.......... $ .38 $ .42 $ .45 $ .47
Weighted average shares
outstanding........... 19,551 19,563 19,583 19,598
</TABLE>
29
<PAGE> 33
INDEPENDENT AUDITORS' Report
To the Board of Directors and Shareholders of IDEX Corporation
We have audited the accompanying consolidated balance sheets of IDEX
Corporation and its subsidiaries as of December 31, 1995 and 1994 and the
related statements of consolidated operations, of consolidated shareholders'
equity, and of consolidated cash flows for each of the three years in the
period ended December 31, 1995. 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, such financial statements present fairly, in all material
respects, the financial position of the Company and its subsidiaries at
December 31, 1995 and 1994 and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 1995 in
conformity with generally accepted accounting principles.
Deloitte & Touche LLP
Deloitte & Touche LLP
Chicago, Illinois
January 16, 1996
MANAGEMENT Report
IDEX Corporation's management is responsible for the fair presentation and
consistency of all financial data included in this Annual Report in accordance
with generally accepted accounting principles. Where necessary, the data
reflect management's best estimates and judgments.
Management also is responsible for maintaining a system of internal
accounting controls with the objectives of providing reasonable assurance that
IDEX's assets are safeguarded against material loss from unauthorized use or
disposition and that authorized transactions are properly recorded to permit
the preparation of accurate financial data. Cost benefit judgments are an
important consideration in this regard. The effectiveness of internal controls
is maintained by personnel selection and training, division of
responsibilities, establishment and communication of policies, and ongoing
internal review programs and audits. Management believes that IDEX's system of
internal controls as of December 31, 1995 is effective and adequate to
accomplish the above described objectives.
Donald N. Boyce
Donald N. Boyce
Chairman of the Board, President and Chief Executive Officer
Frank J. Hansen
Frank J. Hansen
Senior Vice President - Operations and Chief Operating Officer
Wayne P. Sayatovic
Wayne P. Sayatovic
Senior Vice President - Finance, Chief Financial Officer and Secretary
Northbrook, Illinois
January 16, 1996
30
<PAGE> 34
BUSINESS Units [IDEX LOGO]
FLUID HANDLING GROUP
[PHOTO] CORKEN, INC.
3805 N.W. 36th Street
Oklahoma City,
Oklahoma 73112
(405) 946-5576
JEFFREY L. HOHMAN
President
Age: 42
Years of Service: 5
[PHOTO] HALE PRODUCTS, INC.
700 Spring Mill Avenue
Conshohocken,
Pennsylvania 19428
(610) 825-6300
WADE H. ROBERTS, JR.
President
Age:49
Years of Service: 5
[PHOTO] LUBRIQUIP, INC.
18901 Cranwood
Parkway
Warrensville Heights,
Ohio 44128
(216) 581-2000
MARK W. BAKER
President
Age:47
Years of Service: 17
[PHOTO] MICROPUMP, INC.
1402 N.E. 136th Avenue
Vancouver,
Washington 98684
(306) 253-2008
WAYNE ROSS
President
Age:44
Years of Service: 16
[PHOTO] PULSAFEEDER, INC.
2883 Brighton-
Henrietta Town Line
Road
Rochester,
New York 14623
(716) 292-8000
RODNEY L. USHER
President
Age: 50
Years of Service: 15
[PHOTO] VIKING PUMP, INC.
406 State Street
Cedar Falls,
Iowa 50613
(319) 266-1741
DAVID T. WINDMULLER
President
Age: 38
Years of Service: 15
[PHOTO] WARREN RUPP, INC.
800 North Main Street
Mansfield,
Ohio 44902
(419) 524-8388
JEFFREY F. FEHR
President
Age: 44
Years of Service: 4
INDUSTRIAL PRODUCTS GROUP
[PHOTO] BAND-IT-IDEX, INC.
4799 Dahlia Street
Denver,
Colorado 80216
(303) 320-4555
P. PETER MERKEL, JR.
President
Age: 62
Years of Service: 23
[PHOTO] SIGNFIX LIMITED
Bath Road, Upper Langford
Bristol BS18 7DJ
England
44(0)1934 852888
ROGER N. GIBBINS
Managing Director
Age: 50
Years of Service: 11
[PHOTO] STRIPPIT, INC.
12975 Clarence
Center Road
Akron,
New York 14001
(716) 542-4511
Thomas G. Hoag
President
Age: 50
Years of Service: 22
[PHOTO] VIBRATECH, INC.
11980 Walden Avenue
Alden,
New York 14004
(716) 937-6600
RALPH N. YORIO
President
Age: 49
Years of Service: 9
NOTE: Years of service includes predecessor companies.
31
<PAGE> 35
CORPORATE OFFICERS AND DIRECTORS
[PHOTO]
From Left to Right: Douglas C. Lennox, Clinton L. Kooman, P. Peter Merkel,
Jr., Frank J. Hansen, Wayne P. Sayatovic, Mark W. Baker, Donald N. Boyce, Wade
H. Roberts, Jr., Jerry N. Derck
CORPORATE OFFICERS
DONALD N. BOYCE
Chairman of the Board,
President and Chief
Executive Officer
Age: 57
Years of Service: 26
FRANK J. HANSEN
Senior Vice President -
Operations and Chief
Operating Officer
Age: 54
Years of Service: 20
WAYNE P. SAYATOVIC
Senior Vice President -
Finance,Chief Financial
Officer and Secretary
Age: 49
Years of Service: 23
MARK W. BAKER
Vice President -
Group Executive
Age: 47
Years of Service: 17
JERRY N. DERCK
Vice President -
Human Resources
Age: 48
Years of Service: 3
P. PETER MERKEL, Jr.
Vice President -
Group Executive
Age: 62
Years of Service: 23
WADE H. ROBERTS, JR.
Vice President -
Group Executive
Age: 49
Years of Service: 5
CLINTON L. KOOMAN
Controller
Age: 52
Years of Service: 31
DOUGLAS C. LENNOX
Treasurer
Age: 43
Years of Service: 16
Member of:
+ Executive Committee
* Audit Committee
# Compensation Committee
NOTE: Years of service for
corporate officers includes
predecessor companies.
Directors service shown only
with IDEX
DIRECTORS
DONALD N. BOYCE +
Chairman of the Board,
President and Chief
Executive Officer
IDEX Corporation
Northbrook, Illinois
Age: 57
Years of Service: 8
RICHARD E. HEATH
Partner
Hodgson, Russ, Andrews,
Woods & Goodyear
Buffalo, New York
Age: 65
Years of Service: 7
HENRY R. KRAVIS
General Partner
Kohlberg Kravis Roberts & Co.
New York, New York
Age: 51
Years of Service: 8
WILLIAM H. LUERS *#
President
Metropolitan Museum of Art
New York, New York
Age: 66
Years of Service: 7
PAUL E. RAETHER
General Partner
Kohlberg Kravis Roberts & Co.
New York, New York
Age: 49
Years of Service: 8
CLIFTON S. ROBBINS +
General Partner
Kohlberg Kravis Roberts & Co.
New York, New York
Age: 37
Years of Service: 8
GEORGE R. ROBERTS
General Partner
Kohlberg Kravis Roberts & Co.
San Francisco, California
Age: 52
Years of Service: 8
NEIL A. SPRINGER *#
Managing Director
Springer Souder & Assoc. L.L.C.
Chicago, Illinois
Age: 57
Years of Service: 6
MICHAEL T. TOKARZ +
General Partner
Kohlberg Kravis Roberts & Co.
New York, New York
Age: 46
Years of Service: 8
32
<PAGE> 36
[IDEX LOGO]
SHAREHOLDER Information
CORPORATE EXECUTIVE
OFFICES
IDEX Corporation
630 Dundee Road
Northbrook, Illinois 60062
(847) 498-7070
INVESTOR INFORMATION
Shareholders and prospective investors are welcome to call or write with
questions or requests for additional information. Please direct inquiries to:
Wayne P. Sayatovic, Senior Vice President - Finance, Chief Financial Officer
and Secretary. News releases and other background information are available at
no charge by calling 1-800-758-5804, ext. 108112 for fax service, or on the
Internet under http://www.prnewswire.com.
REGISTRAR AND TRANSFER AGENT
Inquiries about stock transfers or address changes should be directed to:
Harris Trust and Savings Bank
311 West Monroe Street
Chicago, Illinois 60690
(312) 461-2288
INDEPENDENT AUDITORS
Deloitte & Touche LLP
Two Prudential Plaza
180 North Stetson Avenue
Chicago, Illinois 60601
DIVIDEND POLICY
IDEX increased the quarterly dividend on its common stock beginning January 31,
1996 to $.16 per share per calendar quarter, up 14% from the initial dividend
of $.14 per share per calendar quarter paid last year.
The declaration of future dividends is within the discretion of the Board of
Directors and will depend upon, among other things, business conditions,
earnings, and IDEX's financial condition. See Notes 8 and 10 of the Notes to
Consolidated Financial Statements.
STOCK MARKET INFORMATION IDEX common stock was held by 1,359 shareholders at
December 31, 1995, and is traded on the New York Stock Exchange under the
ticker symbol IEX.
FORM 10-K
Shareholders may obtain a copy of the Form 10-K filed with the Securities and
Exchange Commission by directing a request to IDEX.
ANNUAL MEETING
The Annual Meeting of IDEX Shareholders will be held on Tuesday, March 26, 1996
at 10:00 a.m. in the Shareholders Room of Bank of America Illinois, 231 South
LaSalle Street, Chicago, Illinois 60697.
STOCK HISTORY
QUARTERLY CLOSING PRICES
[BAR GRAPH]
<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
QUARTERLY STOCK PRICE QUARTER QUARTER QUARTER QUARTER
<S> <C> <C> <C> <C>
1995 High 30 7/8 34 3/4 44 1/4 43 1/4
Low 27 5/8 28 5/8 33 5/8 36 1/2
Close 29 7/8 33 1/2 35 3/4 40 3/4
1994 High 26 1/8 27 7/8 28 7/8 29 1/4
Low 23 22 5/8 25 1/8 25 5/8
Close 23 1/4 26 3/8 27 28 1/8
</TABLE>
33
<PAGE> 1
EXHIBIT 21
SUBSIDIARIES OF IDEX CORPORATION
December 31, 1995
<TABLE>
<CAPTION>
OTHER NAME
WHICH DOING
JURISDICTION OF BUSINESS
SUBSIDIARY INCORPORATION IF ANY
----------------------------------- -------------- ----------
<S> <C> <C>
BAND-IT-IDEX, INC. DELAWARE
BAND-IT COMPANY LTD. UNITED KINGDOM
BAND-IT CLAMPS (ASIA) PTE. LTD. SINGAPORE
CORKEN, INC. DELAWARE
HALE PRODUCTS, INC. PENNSYLVANIA
HALE PRODUCTS EUROPE Gmbh GERMANY
GODIVA PRODUCTS LTD. UNITED KINGDOM
SEITHAL LIMITED UNITED KINGDOM
GODIVA GROUP LTD. UNITED KINGDOM
GINSWAT LTD. HONG KONG
DUNJA GERMANY
LUKAS HYDRAULIK GmbH GERMANY
LUBRIQUIP, INC. DELAWARE
KLS LUBRIQUIP, INC. WISCONSIN
MICROPUMP, INC. DELAWARE
MM HOLDING CO. DELAWARE
CONSIS, LLC WASHINGTON
MICROPUMP LIMITED UNITED KINGDOM
PULSAFEEDER, INC. DELAWARE
PULSAFEEDER PTE. LTD. SINGAPORE
SIGNFIX HOLDINGS LIMITED UNITED KINGDOM
SIGNFIX LIMITED UNITED KINGDOM
TESPA FRANCE SARL FRANCE
TESPA GmbH GERMANY
STRIPPIT, INC. DELAWARE BURGMASTER
STRIPPIT LIMITED UNITED KINGDOM
STRIPPIT S.A. FRANCE
VIBRATECH, INC. DELAWARE
VIKING PUMP, INC. DELAWARE
VIKING PUMP INTERNATIONAL, INC. DELAWARE
VIKING PUMP (EUROPE) LTD. IRELAND
JOHNSON PUMP (UK) LTD. UNITED KINGDOM
VIKING PUMP OF CANADA, INC. ONTARIO
ATLAS PUMP AND MACHINE CO., INC. ONTARIO
WARREN RUPP, INC. DELAWARE MARATHON PUMP COMPANY
WARREN RUPP (EUROPE) LTD. IRELAND
IDEX FOREIGN SALES CORP. BARBADOS
</TABLE>
<PAGE> 1
EXHIBIT 24
INDEPENDENT AUDITORS' CONSENT
IDEX Corporation:
We consent to the incorporation by reference in the Registration Statements
(File Numbers 33-47678, 33-56586, and 33-67688) of IDEX Corporation on Form S-8
of our reports dated January 16, 1996, appearing in and incorporated by
reference in the Annual Report on Form 10-K of IDEX Corporation for the year
ended December 31, 1995.
Deloitte & Touche LLP
Chicago, Illinois
February 28, 1996
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 5,937
<SECURITIES> 0
<RECEIVABLES> 72,497
<ALLOWANCES> 2,159
<INVENTORY> 101,052
<CURRENT-ASSETS> 185,899
<PP&E> 221,258
<DEPRECIATION> 129,980
<TOTAL-ASSETS> 466,122
<CURRENT-LIABILITIES> 82,808
<BONDS> 206,184
0
0
<COMMON> 191
<OTHER-SE> 150,754
<TOTAL-LIABILITY-AND-EQUITY> 466,122
<SALES> 487,336
<TOTAL-REVENUES> 487,336
<CGS> 299,315
<TOTAL-COSTS> 401,098
<OTHER-EXPENSES> (753)
<LOSS-PROVISION> 871
<INTEREST-EXPENSE> 15,948
<INCOME-PRETAX> 71,043
<INCOME-TAX> 25,718
<INCOME-CONTINUING> 45,325
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 45,325
<EPS-PRIMARY> 2.30
<EPS-DILUTED> 0
</TABLE>
