Document/Exhibit Description Pages Size
1: 10-K Live Filing of 10-K 3/21/94 26± 109K
2: EX-10 Ex-10.A 11± 46K
3: EX-10 Ex-10.B 5± 24K
4: EX-10 Ex-10.C 9± 39K
5: EX-11 Statement re: Computation of Earnings Per Share 2± 8K
6: EX-13 Annual or Quarterly Report to Security Holders 30± 136K
7: EX-22 Published Report Regarding Matters Submitted to a 3± 15K
Vote of Security Holders
8: EX-24 Power of Attorney 1 6K
9: EX-25 Statement re: Eligibility of Trustee 2± 9K
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 [Fee Required]
For the fiscal year ended December 25, 1993
OR
Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [No Fee Required]
For the Transition period from to
Commission file number 1-9256
__________________________
PREMARK INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
1717 Deerfield Road, Deerfield, Illinois
(Address of principal executive offices)
36-3461320
(I.R.S. Employer
Identification No.)
60015
(Zip Code)
Registrant's telephone number, including area code:(708) 405-6000
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange
on Which Registered
Common Stock, $1.00 par value New York Stock Exchange
Pacific Stock Exchange
Common Stock Purchase Rights New York Stock Exchange
Pacific Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. Yes X No .
Aggregate market value of the Registrant's voting stock held by
non-affiliates, based upon the closing price of said stock on the
New York Stock Exchange-Composite Transaction Listing on March
8, 1994 ($82.75 per share): $2,588,202,450.
As of March 8, 1994, 31,277,371 shares of the Common Stock,
$1.00 par value, of the Registrant were outstanding.
Documents Incorporated by Reference:
Portions of the Annual Report to Shareholders for the year
ended December 25, 1993 are incorporated by reference into Parts
I, II and IV of this Report.
Portions of the Proxy Statement relating to the Annual
Meeting of Shareholders to be held May 4, 1994 are incorporated
by reference into Part III of this Report.
PART I
Item 1. Business
(a) General Development of Business
Premark International, Inc. (the "Registrant") is a
multinational consumer and commercial products company. The
Registrant is a Delaware corporation which was organized on
August 29, 1986 in connection with the corporate reorganization
of Kraft, Inc. ("Kraft"). In the reorganization, the businesses
of the Registrant and certain other assets and liabilities of
Kraft and its subsidiaries were transferred to the Registrant.
On October 31, 1986 the Registrant became a publicly held company
through the pro-rata distribution by Kraft to its shareholders of
all of the outstanding shares of common stock of the Registrant.
The Registrant's principal operating subsidiaries are Dart
Industries Inc. ("Dart"), which owns the operating subsidiaries
comprising the Registrant's Tupperware business; Premark FEG
Corporation, which owns the operating subsidiaries comprising the
Registrant's Food Equipment Group; Ralph Wilson Plastics Company
("Ralph Wilson Plastics"); The West Bend Company ("West Bend");
Florida Tile Industries, Inc. ("Florida Tile"); Tibbals Flooring
Co. ("Tibbals Flooring"); and Precor Incorporated ("Precor").
Dart was organized in Delaware in 1928 as a successor to a
business originally established in 1902. Tupperware U.S., Inc.
is a Delaware corporation formed in 1989 which operates the U.S.
Tupperware business. In 1988, Ralph Wilson Plastics and West
Bend were organized in Delaware as separate corporations owned
directly by the Registrant, having previously been operating
divisions of Dart. Premark FEG Corporation was organized in
Delaware in 1984, a successor to a business originally
incorporated in 1897. Florida Tile, a Florida corporation
organized in 1954, was acquired in 1990. Tibbals Flooring,
acquired in 1988, was organized in Tennessee in 1946. Precor, a
Delaware corporation, was acquired in 1984.
(b) Financial Information About Industry Segments
For certain financial information concerning the
Registrant's business segments, see Note 10 ("Segments of the
Business") of the Notes to the Consolidated Financial Statements
of Premark International, Inc., appearing on pages 38 and 39 of
the Annual Report to Shareholders for the year ended December 25,
1993, which is incorporated by reference into this Report by
Item 8 hereof.
(c) Narrative Description of Business
The Registrant conducts its business through its three
business segments: Tupperware, Food Equipment Group, and Consumer
and Decorative Products. A discussion of the three business
segments follows. Words appearing in italics constitute
trademarks and tradenames utilized by the Registrant's
businesses.
TUPPERWARE
Principal Products, Markets and Distribution
Tupperware manufactures and markets a broad line of highest-
quality plastic consumer products for the kitchen, gifts and
children's products. Important products include Bell tumblers,
Modular Mates stackable storage containers, Wonderlier and
Servalier bowls, Tuppertoys educational toys, One Touch
canisters, and Tupperwave microwave cookware. The containers and
canisters both feature highly successful Tupperware seals.
During 1993, Tupperware continued to introduce new designs
and colors in its products lines, and to extend existing products
into new markets around the world. Tupperware also continued a
major design upgrade program in its U.S. product line, which was
launched in 1991.
Beginning in 1989, a number of U.S. franchisees converted
to the Tupperware Express product delivery system, under which
Tupperware products are shipped directly from the plant to the
ultimate consumer. Prior to Tupperware Express, all franchisees
warehoused an inventory of Tupperware products for resale to
their consultants, who in turn were responsible for coordinating
delivery to the ultimate consumers. Under Tupperware Express,
there are presently 95 franchisees who process the orders of
their sales consultants for direct shipment and no longer are
required to maintain an inventory of Tupperware products. High
shipping and administrative costs have adversely affected
Tupperware Express. Tupperware is continuing to test
alternatives in the distribution network.
In fiscal years 1993, 1992, and 1991, Tupperware contributed
approximately 40%, 38% and 38%, respectively, of the sales of the
Registrant's businesses. Tupperware products are sold in the
United States and in 55 foreign countries. In 1993, sales in
foreign countries represented approximately 81% of total
Tupperware revenues. Although Tupperware's international
distribution system is similar to that of its domestic
operations, international product lines vary. Market penetration
varies significantly throughout the world, with the highest
levels occurring in Germany and Australia.
Tupperware products are sold directly to the consumer
through over 500,000 dealers (called "consultants" in the U.S.)
worldwide, over 25% of which are considered active. Consultants
are supported by over 32,000 unit managers and approximately
1,400 distributors or franchisees. All of such distributors and
franchisees, and the vast majority of consultants, dealers and
managers, are independent contractors. The dealer force
continued to increase overall in 1993.
Tupperware primarily relies on the "party plan" method of
sales, which is designed to enable the purchaser to appreciate
through demonstration the features and benefits of Tupperware
products. Approximately 1.9 million parties and product
demonstrations were held in 1993 in the United States, with
millions more held in foreign countries. Parties are held in
homes, offices, social clubs and other locations. Tupperware
products are also being marketed through preview catalogs mailed
to persons invited to attend parties and various other types of
demonstrations. Sales of Tupperware products are supported
through a program of sales promotions, sales and training aids
and motivational conferences. Tupperware U.S. also utilizes
catalogs and toll-free telephone ordering, which increases its
success with hard-to-reach customers, in support of its
sales force.
Raw Materials and Facilities
The manufacture of Tupperware products requires plastic
resins meeting Tupperware's specifications. These resins are
purchased from a number of large chemical companies, and
Tupperware has experienced no difficulties in obtaining adequate
supplies. Tupperware's headquarters are in Florida.
Tupperware's domestic manufacturing plant (which is owned) is
located in South Carolina. In 1993, Tupperware ceased
manufacturing operations at its Halls, Tennessee facility,
eliminating excess capacity in the United States. Fourteen
additional manufacturing plants (one of which is leased) are
located in 14 foreign countries. Tupperware conducts a
continuing program of new product design and development at its
research and development facilities in Florida, Hong Kong and
Belgium. Research and development of resins used in Tupperware
products are performed by its suppliers.
Competition
The Registrant believes that Tupperware holds approximately
65% of the U.S. market for plastic storage and serving
containers. Tupperware products compete with a broad range of
food preparation, cooking, storage and serving items made of
various materials, which are sold primarily through retail
outlets. Tupperware's competitive strategy is to provide
high-quality products at premium prices through a direct-selling
distribution system. Direct selling, featuring demonstration of
its products prior to purchase, price, and new product
development are significant factors affecting competition.
Tupperware competes with other direct selling organizations for
sales personnel and party dates.
FOOD EQUIPMENT GROUP
Principal Products, Markets and Distribution
The Food Equipment Group, composed primarily of Premark FEG
Corporation and its operating subsidiaries (the "Group"), is a
leading manufacturer of commercial equipment relating to food
preparation, cooking, storage and cleaning. Its core products
include warewashing equipment; food preparation machines, such as
mixers, slicers, cutters, meat saws and grinders; weighing and
wrapping equipment and related systems; baking and cooking
equipment, such as ovens, ranges, fryers, griddles and broilers;
and refrigeration equipment. Products are marketed under the
trademarks Hobart, Stero, Vulcan, Wolf, Tasselli, Adamatic, Still
and Foster.
Food equipment products are sold to the retail food
industry, including supermarket chains, independent grocers,
delicatessens, bakeries and convenience and other food stores,
and to the foodservice industry, including independent
restaurants, fast-food chains, hospitals, schools, hotels,
resorts and airlines. Although historically the retail food
market has grown at a faster pace than the larger foodservice
industry, in 1993 this growth trend was reversed.
Food equipment products are distributed in more than 100
countries, either through wholly-owned subsidiaries or through
distributors, dealers or licensing arrangements covering
virtually all areas of the world where a market for such products
currently exists. The Group is the only major food equipment
manufacturer in the U.S. with its own nationwide service network
for the markets in which it sells, providing not only an
important source of income but also an important source for
developing new sales. The Group directly services its food
machines, warewashers, weigh/wrap equipment and cooking
equipment, while authorized independent agents service
refrigeration units and some cooking equipment.
For the fiscal years 1993, 1992, and 1991, sales by the
Group contributed approximately 32%, 36%, and 36%, respectively,
of the sales of the Registrant's businesses. Revenues from
foreign operations constituted approximately 40% of the Group's
1993 sales. Major new products introduced by the Group in 1993
included a new undercounter warewasher, a new line of fryers and
the Ultima 2000 weighing system in the U. S., as well as a new
concept mixer, a new line of warewashers, a new refrigeration
line and a new line of combi steam ovens in Europe.
Raw Materials and Facilities
The Group uses stainless and carbon steel, aluminum and
plastics in the manufacture of its products. These materials are
readily available from several sources, and no difficulties have
been experienced with respect to their availability. In addition
to manufacturing certain component parts, the Group also
purchases many component parts, including electrical and
electronic components, castings, hardware, fasteners and
bearings, certain manufacturers of which utilize tooling provided
by the Group.
The Group owns its headquarters building and a major
manufacturing complex consisting of four plants in Ohio. In
addition, the Group operates 13 manufacturing plants in
California, Georgia, Kansas, Maryland, New Jersey, Ohio, and
Virginia, and nine manufacturing plants in Canada, France, Italy,
the United Kingdom and Germany. Most of these plants are owned.
Competition
The Group competes in a slowly growing worldwide market
which is highly fragmented. No single manufacturer competes with
respect to all of the Group's products, and the degree of
competition varies among different customer segments and
products. The extensiveness of the Group's brand acceptance
across a broad range of products is deemed by the Registrant to
be a significant competitive advantage. Competition is also
based on numerous other factors, including product quality,
performance and reliability, labor savings and energy
conservation.
Miscellaneous
The Group grants extended payment terms to end-user
customers who meet its creditworthiness requirements. Currently,
payment periods range from three to 36 months, with installments
including finance charges. The Group also grants extended
payment terms to dealers who meet specified creditworthiness and
facility requirements, which allow its products to be on display
at the dealerships or to be available for immediate delivery by
the dealer to end-users. Payments to the Group by such dealers
are generally without interest and are made at the earlier of the
date of final sale or up to six months after delivery to the
dealer.
The Group had approximately $99 million and $102 million of
backlog orders at the end of 1993 and 1992, respectively, after
restatement for exchange rate effects. The Group considers such
orders to be firm, though changes or cancellations of
insignificant amounts may occur, and expects that the 1993
backlog orders will be filled in 1994.
CONSUMER AND DECORATIVE PRODUCTS
Consumer and Decorative Products is comprised of the
Decorative Products Group and the Consumer Products Group, which
contributed 28%, 26% and 26% of the sales of the Registrant's
businesses for the fiscal years 1993, 1992 and 1991,
respectively. Ralph Wilson Plastics, Florida Tile and Tibbals
Flooring make up the Decorative Products Group, while the
Consumer Products Group contains West Bend and Precor.
DECORATIVE PRODUCTS GROUP
Principal Products, Markets and Distribution
Ralph Wilson Plastics manufactures decorative laminates
through a production process utilizing heated high pressure
presses. These laminates, sold principally under the Wilsonart
trademark in more than 550 colors, designs and finishes, are used
for numerous interior surfacing applications, including
cabinetry, countertops, vanities, store fixtures and furniture.
Approximately 50% of the Wilsonart brand decorative laminate sold
is used in residential applications, primarily for surfacing
kitchen and bathroom countertops and cabinetry. Decorative
laminate applications in the commercial market include office
furniture, retail store fixtures, restaurant and hotel furniture,
and doors. Ralph Wilson Plastics also manufactures specialty-
grade laminates, including chemical-resistant, wear-resistant,
and fire-retardant types. Among the specialized applications for
Wilsonart brand laminates are those in laboratory work surfaces,
jetways and naval vessels. In addition to laminate products,
Ralph Wilson Plastics manufactures a solid surface product which
is marketed under the Gibraltar brand. In 1993, Ralph Wilson
Plastics added approximately 17 new designs to its laminate
product line and 16 new designs to its line of Gibraltar solid
surfacing products.
The company also produces and/or sells contact adhesives
under the Lokweld trademark, metallic surfacings, and decorative
edge molding for countertops and furniture.
Wilsonart brand decorative products are sold throughout the
United States through wholesale building material distributors
and directly to original equipment manufacturers. Export sales
are now made to Japan, Ireland, Canada, Mexico, Central and South
America, the Caribbean, Australia, New Zealand, Hong Kong,
Taiwan, Korea and Singapore.
Florida Tile manufactures glazed ceramic wall and floor tile
products in a wide variety of sizes, shapes, colors and finishes,
which are suitable for residential and commercial uses. Tile
products are marketed under the Florida Tile trademark through
company-owned and independent distributors. Major product groups
of Florida Tile are marketed under the trademarks Natura and
Artura. Products are exported to Canada, the Caribbean Basin,
Iceland, Ireland, the United Kingdom, Mexico, Saudi Arabia and
Pacific Rim nations. Florida Tile also imports foreign-produced
tile products to meet the growing demand for low to mid-priced
products.
Tibbals Flooring manufactures and distributes high-quality,
prefinished oak flooring for residential and commercial
applications. Its flooring products are pre-cut parquet panels
and laminated two and three-ply oak plank lineal flooring
products, each of which is sold in a variety of colors and
finishes. Tibbals Flooring also manufactures wood moldings,
installation adhesives and a full line of proprietary floor care
products to complement its line of oak flooring products. These
products are marketed under the Hartco trademark to a nationwide
network of wholesale floor covering distributors.
Raw Materials and Facilities
The manufacture of decorative laminates requires various raw
materials, including kraft and decorative paper, overlays, and
melamine and phenolic resins. Each of these items is available
from a limited number of manufacturers, but Ralph Wilson Plastics
has not experienced difficulties in obtaining sufficient
quantities. The principal raw materials used in Florida Tile
products are talc, stains, frit (ground glass) and clay, all of
which are available to Florida Tile in sufficient quantities.
The principal raw materials used in Tibbals Flooring's hardwood
flooring products are Appalachian red and white oak, steel wire,
and various chemicals. All such raw materials are readily
available from many sources in sufficient quantities, but lumber
supplies are at a premium price compared to prior years.
Ralph Wilson Plastics owns and operates three manufacturing
facilities in Texas and North Carolina, giving it the largest
decorative laminate production capacity in North America.
Adhesives are produced at two plants located in Louisiana and
Texas. Solid surfacing products are manufactured in one facility
in Texas. Ralph Wilson Plastics has 14 regional distribution
centers which are geographically dispersed throughout the United
States. Stock items can be delivered in 24 hours, and non-stock
items can be produced and delivered within 10 working days.
Florida Tile manufactures products in three owned manufacturing
plants located in Florida, Georgia, and Kentucky, and distributes
its products through a network of company-owned and independent
distribution outlets. Tibbals Flooring manufactures its products
in an owned manufacturing facility in Tennessee and a leased
facility in Kentucky.
Competition
Wilsonart brand products are sold in highly competitive
markets in the United States. Ralph Wilson Plastics has
approximately 47% of the U.S. market for decorative laminates.
Ralph Wilson Plastics successfully competes with other companies
by providing fast product delivery, offering a broad choice of
colors, designs, and finishes, and emphasizing quality and
service. Florida Tile competes with a number of other domestic
and foreign tile manufacturers, and the Registrant believes
Florida Tile is the third largest U.S. tile manufacturer.
Foreign-manufactured products account for approximately 54% of
the U.S. tile market. Important competitive factors in the tile
market include price, style, quality, and service. Tibbals
Flooring competes with a number of other domestic and foreign
suppliers of prefinished wood flooring product, and estimates
that it has a major share of this market. Important competitive
factors include the fit, appearance and durability of the
flooring products, the variety of finishes and colors, and the
complementary molding, adhesive and floor care products.
Miscellaneous
The Decorative Products Group maintains a continuing program
of product development. Its efforts emphasize product design,
performance and durability, product enhancement, and new product
applications, as well as manufacturing processes. Materials
development for laminate products is generally performed by the
companies providing those materials.
CONSUMER PRODUCTS GROUP
Principal Products, Markets and Distribution
West Bend manufactures and sells small electric appliances
(such as electric skillets, slow cookers, woks, corn poppers,
beverage makers and electronic timers) primarily under the West
Bend trademark, and high-quality, direct-to-the-home stainless
steel cookware. Precor manufactures physical fitness equipment,
such as treadmills, stationary bicycles, low-impact climbers and
ski machines marketed under the Precor trademark. During 1993,
West Bend introduced an automatic breadmaker, a line of hand
mixers and a food steamer. In 1993 Precor extended to its
treadmill lines its Ergo Logic fitness software, which records
and recalls personal exercise information for up to four people,
and introduced a line of commercial treadmills featuring a low-
impact bed to minimize stress to ankles and knees.
West Bend small appliances are sold primarily in the United
States and Canada, directly to mass merchandisers, department
stores, hardware stores, warehouse stores and catalog showrooms.
West Bend's stainless steel cookware is sold to consumers through
food preparation dinner parties and by other direct sales
methods. Cookware is sold in 19 countries under 14 separate
product lines. Precor equipment is sold primarily through
specialty fitness equipment retail stores and high-end sporting
goods and bicycle stores in the U.S. and Canada. In Asia,
Europe, Latin America, and the Middle East, Precor products are
sold through select distributors.
Raw Materials and Facilities
West Bend uses aluminum, stainless steel, plastic resins and
other materials in the manufacture of its products. Precor uses
steel, stainless steel, aluminum and other materials in the
manufacture of its products. Generally, neither West Bend nor
Precor has experienced any significant difficulties in obtaining
any of these raw materials or products. West Bend owns and
operates two manufacturing plants in Wisconsin and Mexico.
Precor maintains three leased plants in Washington state.
Competition
Products sold by West Bend and Precor compete with products
sold by numerous other companies of varying sizes in highly
competitive markets. Important competitive factors include price,
development of new products, product performance, warranties, and
service.
Miscellaneous
West Bend's sales in the fourth quarter are significantly
higher due to the gift-giving season. Precor's business is
significantly higher in the first and fourth quarters, when
winter weather forces more people to exercise indoors. The West
Bend small appliance business is dependent upon two customers for
approximately 33% of its revenues.
OTHER INFORMATION RELATING TO THE BUSINESS
Trademarks and Patents. The Registrant considers trademarks
and patents to be of importance to its businesses. The
Registrant's trademarks represent the leading brand names for
most of its product lines. Its businesses have followed the
practice of applying for patents with respect to most of the
significant patentable developments and now own a number of
patents relating to their products, including design patents
covering Tupperware products. In certain cases the Registrant
has elected common law trade secret protection in lieu of
obtaining patent protection. In addition, exclusive and
nonexclusive licenses under patents owned by others are utilized.
No business is, however, dependent to any material extent upon
any single patent or trade secret or group of patents or trade
secrets.
Research and Development. For fiscal years ended 1993, 1992
and 1991, the Registrant spent approximately $41 million, $41
million and $31 million, respectively, on research and
development activities.
Environmental Laws. Compliance by the Registrant's
businesses with federal, state and local environmental protection
laws has not in the past had, and is not expected to have in the
future, a material effect upon its capital expenditures,
liquidity, earnings or competitive position. The Registrant
expects to expend approximately $1.1 million through 1995 on
capital expenditures related to environmental facilities. In
1993, the Registrant had approximately $4 million of capital
expenditures for environmental facilities, and approximately $3.7
million of remedial expenditures for environmental sites. See
Item 3 for a further discussion of environmental matters.
Employees. The Registrant and its subsidiaries employ
approximately 24,000 people. Approximately 18% of such employees
are affiliated with one of the several unions with which the
Registrant's subsidiaries have collective bargaining agreements.
In recent years there has been no major effort to organize
additional persons working for the Registrant's businesses, and
there have been no significant work stoppages. The Registrant
considers its relations with its employees to be good. The
independent consultants, dealers, managers, distributors and
franchisees engaged in the direct sale of Tupperware products are
not employees of the Registrant.
Properties. The principal executive offices of the
Registrant are located in Illinois and are leased. Most of the
principal properties of the Registrant and its subsidiaries are
owned, and none of the owned principal properties is subject to
any encumbrance material to the consolidated operations of the
Registrant. The Registrant considers the condition and extent of
utilization of the plants, warehouses and other properties in its
respective businesses to be generally good, and the capacity of
its plants generally to be adequate for the needs of its
businesses.
Miscellaneous. Except as disclosed above in the narrative
descriptions of the Registrant's business segments, none of the
Registrant's businesses are seasonal, have working capital
practices or backlog conditions which are material to an
understanding of their businesses, are dependent on a small
number of customers, or are subject to renegotiation of profits
or termination of contracts or subcontracts at the election of
the Federal Government.
Executive Officers of the Registrant. Following is a list
of the names and ages of all the Executive Officers of the
Registrant, indicating all positions and offices with the
Registrant held by each such person, and each such person's
principal occupations or employment during the past five years.
Each such person has been elected to serve until the next annual
election of officers of the Registrant (expected to occur on May
4, 1994).
Name and Age Positions and Offices Held and
Principal Occupations or Employment
During Past Five Years
Warren L. Batts (61) Chairman of the Board and Chief
Executive Officer.
James M. Ringler (48) President and Chief Operating
Officer since June 1992, after
having served as Executive Vice
President, Consumer and Commercial
Products since January, 1990, and
President, Food Equipment Group
since August, 1990. Prior to
January, 1990, Mr. Ringler served
as President of White Consolidated
Industries.
E. V. Goings (48) Executive Vice President of Premark
and President of Tupperware
Worldwide since November 1992,
after serving as a Senior Vice
President of Sara Lee Corporation
Prior thereto, Mr. Goings served in
various executive positions with
Avon Products, Inc.
Joseph W. Deering(53) Group Vice President of Premark and
President of Premark's Food
Equipment Group since June 1992,
after serving as President of
Leucadia National's Manufacturing
Group. Prior thereto, Mr. Deering
served in various executive
positions with Philips Industries,
Inc.
Bobby D. Dillon (64) Group Vice President and President
of the Decorative Products Group
since August 1989, after serving in
various executive positions with
Ralph Wilson Plastics.
Thomas W. Kieckhafer(55) Corporate Vice President and
President of West Bend since
December 1989, after serving in
various executive positions with
West Bend.
James C. Coleman(54) Senior Vice President, Human
Resources since July 1991. Prior
thereto, Mr. Coleman served as
Staff Vice President, Personnel
Relations for General Dynamics
Corporation.
John M. Costigan (51) Senior Vice President, General
Counsel, and since December 1990,
Secretary.
Lawrence B. Skatoff (54) Senior Vice President and Chief
Financial Officer since September
1991. Mr. Skatoff served as Vice
President-Finance of Monsanto
Company from October 1987 until
joining the Registrant.
L. John Fletcher(50) Vice President and Assistant
General Counsel.
Robert W. Hoaglund(55) Vice President, Control &
Information Systems since December
1990, after serving as Vice
President, Control & Administrative
Services, Vice President, Internal
Audit and Corporate Services, and
Vice President, Auditing.
Wendy R. Katz (36) Vice President, Internal Audit
since May 1992. Prior thereto, Ms.
Katz served in various financial
positions at Tupperware.
Thomas P. O'Neill,Jr.(40) Vice President and Treasurer since
February 1992, after serving as
Vice President, Auditing since
April, 1989. Prior thereto, Mr.
O'Neill served as Director,
External Reporting and Accounting
Standards.
Lisa Kearns Richardson (41) Vice President, Planning and
Analysis since February 1991.
Prior thereto, Ms. Kearns
Richardson served as Assistant
Controller, a position assumed in
October 1986.
James E. Rose, Jr. (51) Vice President, Taxes.
For information concerning foreign and domestic operations
and export sales, see Note 7 ("Income Taxes") appearing on pages
33 and 34, and "Segments of Business by Geographical Areas" in
Note 10 ("Segments of the Business") appearing on page 39 of the
Annual Report to Shareholders for the year ended December 25,
1993, which are incorporated by reference into this Report by
Item 8 hereof.
Item 2. Properties
For information concerning material properties of the
Registrant and its subsidiaries, see the information under the
sub-captions "Narrative Description of Business" in Section (c)
of Item 1 above and "Properties" under the caption "Other
Information Relating To The Business" in Section (c) of Item 1
above.
Item 3. Legal Proceedings
The Registrant and its subsidiaries are parties against
which are pending a number of legal and administrative
proceedings. Among such proceedings are those involving the
discharge of materials into or otherwise relating to the
protection of the environment. Certain of such proceedings
involve Federal environmental laws such as the Comprehensive
Environmental Response, Compensation and Liability Act of 1980,
as well as state and local laws. The Registrant establishes
reserves with respect to certain of such sites. Because of the
involvement of other parties and the uncertainty of potential
environmental impacts, the eventual outcomes of such actions and
the cost and timing of expenditures cannot be estimated with
certainty. It is not expected that the outcome of such
proceedings, either individually or in the aggregate, will have a
materially adverse effect upon the Registrant's consolidated
financial position or operations.
Kraft has assumed any liabilities arising out of any legal
proceedings in connection with certain divested or discontinued
former Dart businesses, including matters alleging product
liability, environmental liability and infringement of patents.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
The stock price information set forth in Note 12 ("Quarterly
Summary (unaudited)") appearing on page 40 of the Annual Report
to Shareholders for the year ended December 25, 1993 is
incorporated by reference into this Report. The information set
forth in Note 13 ("Shareholders' Rights Plan") on page 40 of the
Annual Report to Shareholders for the year ended December 25,
1993 is incorporated by reference into this Report. As of March
8, 1994, the Registrant had 26,442 shareholders of record.
Item 6. Selected Financial Data
The information set forth under the caption "Selected
Financial Data" on pages 24 and 25 of the Annual Report to
Shareholders for the year ended December 25, 1993 is incorporated
by reference into this Report.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The information entitled "Financial Review" set forth on
pages 19 through 23 of the Annual Report to Shareholders for the
year ended December 25, 1993 constitutes "Management's Discussion
and Analysis of Financial Condition and Results of Operations"
and is incorporated by reference into this Report.
Item 8. Financial Statements and Supplementary Data
(a) The following Consolidated Financial Statements of
Premark International, Inc. and Report of Independent Accountants
set forth on pages 26 through 40, and on page 41, respectively,
of the Annual Report to Shareholders for the year ended December
25, 1993 are incorporated by reference into this Report:
Consolidated Statements of Operations, Cash Flows and
Shareholders' Equity--Years ended December 25, 1993, December 26,
1992 and December 28, 1991
Consolidated Balance Sheet--December 25, 1993 and December
26, 1992
Notes to the Consolidated Financial Statements
Report of Independent Accountants dated February 11, 1994
(b) The supplementary data regarding quarterly results of
operations contained in Note 12 ("Quarterly Summary (unaudited)")
of the Notes to the Consolidated Financial Statements of Premark
International, Inc. on page 40 of the Annual Report to
Shareholders for the year ended December 25, 1993 is incorporated
by reference into this Report.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
None
PART III
Item 10. Directors and Executive Officers of the Registrant
The information as to the Directors of the Registrant set
forth under the sub-caption "Board of Directors" appearing under
the caption "Election of Directors" on pages 1 through 3 of the
Proxy Statement relating to the Annual Meeting of Shareholders to
be held on May 4, 1994 is incorporated by reference into this
Report. The information as to the Executive Officers of the
Registrant is included in Part I hereof under the caption
"Executive Officers of the Registrant" in reliance upon General
Instruction G to Form 10-K and Instruction 3 to Item 401(b) of
Regulation S-K.
Item 11. Executive Compensation
The information set forth under the caption "Compensation of
Directors" and beginning on page 14 of the Proxy Statement
relating to the Annual Meeting of Shareholders to be held on May
4, 1994, and the information on pages 6 through 8, and beginning
on page 10 of such Proxy Statement relating to executive
officers' compensation, is incorporated by reference into this
Report.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
The information set forth under the captions "Security
Ownership of Certain Beneficial Owners" on page 5 and "Security
Ownership of Management" on page 4 of the Proxy Statement
relating to the Annual Meeting of Shareholders to be held on May
4, 1994 is incorporated by reference into this Report.
Item 13. Certain Relationships and Related Transactions
None
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports On
Form 8-K
(a) (1) List of Financial Statements
The following Consolidated Financial Statements of Premark
International, Inc. and Report of Independent Accountants set
forth on pages 26 through 40, and on page 41, respectively, of
the Annual Report to Shareholders for the year ended December 25,
1993 are incorporated by reference into this Report by Item 8
hereof:
Consolidated Statements of Operations, Cash Flows and
Shareholders' Equity--Years ended December 25, 1993, December 26,
1992 and December 28, 1991
Consolidated Balance Sheet--December 25, 1993 and December
26, 1992
Notes to the Consolidated Financial Statements
Report of Independent Accountants dated February 11, 1994
(a) (2) List of Financial Statement Schedules
The following consolidated financial statement schedules
(numbered in accordance with Regulation S-X) of Premark
International, Inc. are included in this Report:
Report of Independent Accountants on Financial Statement
Schedules, page 21 of this Report
Schedule V--Property, Plant and Equipment for the three
years ended December 25, 1993, page 22 of this Report
Schedule VI--Accumulated Depreciation of Property, Plant and
Equipment for the three years ended December 25, 1993, page 24 of
this Report
Schedule VII--Guarantees of Securities of Other Issuers as
of December 25, 1993, page 26 of this Report
Schedule VIII--Valuation and Qualifying Accounts for the
three years ended December 25, 1993, page 28 of this Report
Schedule X--Supplementary Income Statement Information for
the three years ended December 25, 1993, page 30 of this Report
All other schedules for which provision is made in the
applicable accounting regulations of the Securities and Exchange
Commission are not required under the related instructions, are
inapplicable, or the information called for therein is included
elsewhere in the financial statements or related notes thereto
contained or incorporated by reference herein.
(a) (3) List of Exhibits: (numbered in accordance with Item 601
of Regulation S-K)
Exhibit
Number Description
* 3A Restated Certificate of Incorporation (Exhibit 3A
to the Registrant's Annual Report on Form 10-K for
the year ended December 28, 1991)
* 3B Amended By-Laws (Exhibit 3B to the Registrant's
Annual Report on Form 10-K for the year ended
December 28, 1991)
* 4A Form of Common Stock Certificate (Exhibit 3 to the
Registrant's Current Report on Form 8-K dated
March 20, 1989)
* 4B Rights Agreement dated March 7, 1989 (Exhibit 1 to
the Registrant's Current Report on Form 8-K dated
March 20, 1989)
* 4C Form of Right Certificate of Common Stock Purchase
Right (Exhibit 1 to the Registrant's Current
Report on Form 8-K dated March 20, 1989)
* 4D Form of Indenture (Revised) in connection with the
Registrant's Form S-3 Registration Statement No.
33-35137 (Exhibit (c)(3) to the Registrant's
Current Report on Form 8-K dated September 17,
1990)
*10A Reorganization and Distribution Agreement dated as
of September 4, 1986 (Exhibit 2 to Registration of
Securities on Form 10 dated September 8, 1986,
File No. 1-9256)
*10B Tax Sharing Agreement dated as of September 4,
1986 (Exhibit 10C to Registration of Securities on
Form 10 dated September 8, 1986, File No. 1-9256)
*10C Facilities and Guarantee Agreement, as amended,
and Termination Agreement dated as of September 4,
1986 (Exhibit 10D to Registration of Securities on
Form 10 dated September 8, 1986, File No. 1-9256)
*10D $250,000,000 Credit Agreement dated as of May 12,
1992 (Exhibit (19)(10) to the Registrant's
Quarterly Report on Form 10-Q for the 26 weeks
ended June 27, 1992)
COMPENSATORY PLANS OR ARRANGEMENTS
*10E Premark International, Inc. Annual Incentive Plan
(Exhibit 10H to the Registrant's Annual Report on
Form 10-K for the year ended December 28, 1991)
*10F Premark International, Inc. Restricted Stock Plan
(Exhibit 10I to the Registrant's Annual Report on
Form 10-K for the year ended December 28, 1991)
*10G Premark International, Inc. Performance Unit Plan
(Exhibit 10J to the Registrant's Annual Report on
Form 10-K for the year ended December 28, 1991)
10H Premark International, Inc. Stock Option Plan, as
amended
*10I Premark International, Inc. Supplemental Benefits
Plan (Exhibit 10L to the Registrant's Annual
Report on Form 10-K for the year ended December
28, 1991)
*10J Premark International, Inc. Change of Control
Policy, as amended 1989 (Exhibit 4 to the
Registrant's Current Report on Form 8-K dated
March 20, 1989)
*10K Employment Agreement entered into on July 11, 1991
between the Registrant and Lawrence B. Skatoff
(Exhibit 10K to the Registrant's Annual Report on
Form 10-K for the year ended December 26, 1992)
*10L Form of Employment Agreement entered into on March
7, 1989 between the Registrant and certain
executive officers (Exhibit 5 to the Registrant's
Current Report on Form 8-K dated March 20, 1989)
*10M Employment Agreement entered into on June 2, 1992
between the Registrant and Joseph W. Deering
(Exhibit 10M to the Registrant's Annual Report on
Form 10-K for the year ended December 26, 1992)
10N Employment Agreement dated November 9, 1992
between the Registrant and E. V. Goings
10O Premark International, Inc. Director Stock Plan,
as amended 1993
11 A statement of computation of 1993 per share
earnings
13 Pages 19 through 41 of the Annual Report to
Shareholders of the Registrant for the year ended
December 25, 1993
22 Subsidiaries of the Registrant as of March 8, 1994
24 Manually signed Consent of Independent Accountants
to the incorporation of their report by reference
into the prospectuses contained in specified
registration statements on Form S-8 and Form S-3
25 Powers of Attorney
*Document has heretofore been filed with the Commission and is
incorporated by reference and made a part hereof.
The Registrant agrees to furnish, upon request of the
Commission, a copy of all constituent instruments defining the
rights of holders of long-term debt of the Registrant and its
consolidated subsidiaries.
(b) Reports on Form 8-K
No Current Reports on Form 8-K were filed by the Registrant
for the quarter ended December 25, 1993.
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT
SCHEDULES
To the Board of Directors and Shareholders
of Premark International, Inc.
Our audits of the consolidated financial statements referred
to in our report dated February 11, 1994, appearing on page 41 of
the 1993 Annual Report to Shareholders of Premark International,
Inc., (which report and consolidated financial statements are
incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the Financial Statement Schedules
listed in Item 14(a)(2) of this Form 10-K. In our opinion, these
Financial Statement Schedules present fairly, in all material
respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.
/s/ Price Waterhouse
Chicago, Illinois
February 11, 1994
[Enlarge/Download Table]
SCHEDULE V--PROPERTY, PLANT AND EQUIPMENT
For the three years ended December 25, 1993
(Dollars in millions)
Col. A Col. B Col. C Col. D Col.E Col. F
Balance at Balance
Beginning Additions Retirements at End
Classification of Period at Cost or Sales Other<F1> of Period
Year ended December 25, 1993
Land $ 34.0 $ 0.7 $ (0.3) $ (2.4) $ 32.0
Buildings and 374.9 16.1 (6.3) (2.9) 381.8
improvements
Machinery and 1,064.2 120.9 (35.5) (17.0) 1,132.6
equipment
Construction in 52.6 8.4 - (1.0) 60.0
progress
Totals $ 1,525.7 $ 146.1 $ (42.1) $ (23.3) $ 1,606.4
Year ended December 26, 1992
Land $ 33.9 $ 1.1 $ (0.8) $ (0.2) $ 34.0
Buildings and 348.3 34.2 (3.7) (3.9) 374.9
improvements
Machinery and 1,022.5 93.2 (41.7) (9.8) 1,064.2
equipment
Construction in 44.7 12.3 - (4.4) 52.6
progress
Totals $ 1,449.4 $ 140.8<F2>$ (46.2) $ (18.3) $ 1,525.7
Year ended December 28, 1991
Land $ 30.0 $ 2.9 $ (0.1) $ 1.1 $ 33.9
Buildings and 327.3 29.6 (2.9) (5.7) 348.3
improvements
Machinery and 947.2 97.7 (29.0) 6.6 1,022.5
equipment
Construction in 82.0 (32.7) - (4.6) 44.7
progress
Totals $ 1,386.5 $ 97.5<F3> $ (32.0) $ (2.6) $ 1,449.4
_____________
<FN>
<F1> Amounts reflect the effect of foreign exchange rate changes. In addition, 1991
activity includes a reclassification of restructuring reserves of $6 million for
buildings and improvements and $5.3 million for machinery and equipment.
<F2> Additions resulting from 1992 business acquisitions include $3.5 million for
buildings and improvements and $0.6 million of machinery and equipment.
<F3> Additions resulting from 1991 business acquisitions include $0.9 million for
buildings and improvements.
</PAGE>
[Enlarge/Download Table]
SCHEDULE VI--ACCUMULATED DEPRECIATION OF PROPERTY,
PLANT AND EQUIPMENT
For the three years ended December 25, 1993
(In millions)
Col. A Col. B Col. C Col. D Col. E Col. F
Additions Other
Balance at Charged to Changes-- Balance
Beginning Costs and Retirements Add(Deduct) at End
Classification of Period Expenses or Sales Describe<F1> of Period
Year ended December 25, 1993
Buildings and $ 156.7 $ 15.0 $ (2.6) $ 0.9 $ 170.0
improvements
Machinery and 714.4 87.0 (24.3) (12.2) 764.9
equipment
Totals $ 871.1 $ 102.0 $ (26.9) $ (11.3) $ 934.9
Year ended December 26, 1992
Buildings and $ 138.3 $ 21.7 $ (1.9) $ (1.4) $ 156.7
improvements
Machinery and 609.3 146.3 (30.4) (10.8) 714.4
equipment
Totals $ 747.6 $ 168.0<F2>$ (32.3) $ (12.2) $ 871.1
Year ended December 28, 1991
Buildings and $ 127.5 $ 14.9 $ (4.7) $ 0.6 $ 138.3
improvements
Machinery and 539.1 87.6 (23.8) 6.4 609.3
equipment
Totals $ 666.6 $ 102.5 $ (28.5) $ 7.0 $ 747.6
_____________
<FN>
<F1> Amounts primarily reflect the effect of foreign exchange rate changes.
<F2> The 1992 activity includes a restructuring charge of $5.9 million in
buildings and improvements and $54.5 million in machinery and equipment.
</PAGE>
[Enlarge/Download Table]
SCHEDULE VII - GUARANTEES OF SECURITIES OF OTHER ISSUERS
December 25, 1993
(Dollars in millions)
Amount in
Treasury
Name of Primary Total Amount Of Primary
Obligor of Securities Guaranteed Amount Obligor of
Guaranteed by Title of Issue of Date of and Owned by Securities
Registrant Each Class of Securities Issue Outstanding<F1>Registrant Guaranteed
Kraft, Inc. Industrial Revenue Bonds by issue:
Industrial Development
Authority of the City of
Springfield, MO - 6% 07/01/79 $ 1.0 - -
Development Authority of
DeKalb County, GA - 6% 08/01/78 1.0 - -
The Industrial Development
Board of the City of Trenton,
TN - 5.4% 10/01/77 1.3 - -
The Industrial Development
Board of the City of Trenton,
TN - 5.875% 12/01/78 0.7 - -
The Town of Johnson,
WI-5.4% 11/01/77 1.0 - -
The Industrial Development
Board of the City of Memphis
and County of Shelby, TN
- 5.875% 12/01/78 1.0 - -
St. Lawrence County Industrial
Development Agency,
NY - 6% 03/01/79 0.6 - -
City of New Ulm, MN - 6% 03/01/79 2.5 - -
Illinois Development Finance
Authority, IL - 11% 10/01/84 1.0 - -
City of Kendallville,
IN - 9.875% 04/01/83 0.5 - -
____________
<FN>
<F1> Principal and interest are guaranteed by Dart for all issues.
</PAGE>
[Enlarge/Download Table]
SCHEDULE VIII--VALUATION AND QUALIFYING ACCOUNTS
For the three years ended December 25, 1993
(In millions)
(CAPTION>
Col. A Col. B Col. C Col. D Col. E
Additions
Balance at Charged Charged to Balance
Beginning to Costs Other Accounts Deductions at End
Description of Period Expenses --Describe --Describe of Period
Allowance for doubtful
accounts, current and
long term:
<C)
Year ended December
25, 1993 $70.6 $15.5 -- {$ (18.6)<F1> $66.1
{ (1.4)<F2>
Year ended December
26, 1992 $53.0 $33.5 -- {$ (14.3)<F1> $70.6
{ ( 1.7)<F2>
{ 0.1 <F3>
Year ended December
28, 1991 $46.6 $20.7 -- {$ (14.8)<F1> $53.0
{ 0.5 <F2>
Valuation allowance for deferred tax assets:
Year ended December
25, 1993 $84.6 ($17.9) -- -- $66.7
Year ended December
26, 1992 $65.5 $19.1 -- -- $84.6
____________
<FN>
<F1> Represents write-offs less recoveries.
<F2> Foreign currency translation adjustment.
<F3> Business acquired.
</PAGE>
[Download Table]
PREMARK INTERNTIONAL, INC.
SCHEDULE X -- SUPPLEMENTARY INCOME STATEMENT INFORMATION
For the three years ended December 25, 1993
(In millions)
Col. A Col. B
Charged to Costs and Expenses
Dec. 25, Dec. 26, Dec. 28,
Item 1993 1992 1991
Depreciation $102.0 $107.6 $102.5
Maintenance and repairs 63.6 63.1 61.4
Advertising 42.5 43.0 37.4
Taxes other than payroll and
taxes on income 28.9 31.0 35.1
</PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Premark International, Inc.
(Registrant)
By /s/ WARREN L. BATTS
Warren L. Batts
Chairman of the Board and
Chief Executive Officer
March 14, 1994
Pursuant to the requirements of the Securities Exchange Act
of 1934, this Report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on
the date indicated.
Signature Title
/s/ Warren L. Batts Chairman of the Board of Directors,
Warren L. Batts Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Lawrence B. Skatoff Senior Vice President and Chief
Lawrence B. Skatoff Financial Officer (Principal
Financial Officer)
/s/ Robert W. Hoaglund Vice President, Control and
Robert W. Hoaglund Information Systems (Principal
Accounting Officer)
* Director
William O. Bourke
* Director
Dr. Ruth M. Davis
* Director
Lloyd C. Elam, M.D.
* Director
Clifford J. Grum
* Director
Joseph E. Luecke
* Director
Bob Marbut
* Director
John B. McKinnon
* Director
David R. Parker
* Director
Robert M. Price
/s/ James M. Ringler President, Chief Operating Officer and
James M. Ringler Director
* Director
Janice D. Stoney
*By /s/ John M. Costigan
John M. Costigan
Attorney-in-fact
March 14, 1994
EXHIBIT INDEX
Exhibit No. Description Page
10H Premark International, Inc. 34-44
Stock Option Plan, as amended
10N Employment Agreement dated 45-50
November 9, 1992 between
Registrant and E. V. Goings
10O Premark International, Inc. 51-59
Director Stock Plan, as
amended 1993
11 A statement of computation of 60-61
1993 per share earnings
13 Pages 19 through 41 of the
Annual Report to Shareholders
of the Registrant for the year
ended December 25, 1993 62-96
22 Subsidiaries of the Registrant
as of March 8, 1994 97-99
24 Manually signed Consent of
Independent Accountants to the
incorporation of their report
by reference into the prospec-
tuses contained in specified
registration statements on Form
S-8 and Form S-3 100
25 Powers of Attorney 101-102
Dates Referenced Herein and Documents Incorporated by Reference
↑Top
Filing Submission 0000800575-94-000010 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Thu., Apr. 25, 9:31:03.1pm ET 
