Deluxe Corp – ‘10-K405’ for 12/31/95

As of:  Monday, 4/1/96   ·   For:  12/31/95   ·   Accession #:  912057-96-5791   ·   File #:  1-07945

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Annual Report — [x] Reg. S-K Item 405   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     10-K                                                  12     57K 
 2: EX-10.A     Ex 10A Deferred Compensation Plan                     16     61K 
 3: EX-10.B     Ex 10B Supplemental Benefit Plan                      15     58K 
 4: EX-10.G     Ex 10G Description of Initial Comp and Employ Arra     1      7K 
 5: EX-10.H     Ex 10H Description of Supplemental Pension Plan        3     14K 
 6: EX-10.I     Ex 10I Deferred Compensation Agreement                 2     11K 
 7: EX-10.J     Ex 10J Description of Compensation Arrangement Wit     2      9K 
 8: EX-12       Ex 12 Ratio of Earnings to Fixed Charges               1      8K 
 9: EX-13       Ex 13 Document Incorporated by Ref 1995 AR to Shar    21    137K 
10: EX-21       Ex 21 Subsidiaries                                     1      7K 
11: EX-24       Ex 24 Power of Attorney                                2±    10K 
12: EX-27       Ex 27 Financial Data Schedule                          2      7K 

10-K405   —   10-K
Document Table of Contents

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     UNITED STATES
      SECURITIES AND EXCHANGE COMMISSION

      Washington, D.C. 20549

     Form 10-K

[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.                            

Commission file number 1-7945.                                          

      DELUXE CORPORATION

      (Exact name of registrant as specified in its charter)

Minnesota                                    41-0216800                 

(State or other jurisdiction of              (IRS Employer              
incorporation or organization)               Identification No.)        

3680 Victoria St. N., Shoreview, Minnesota   55126-2966                 
(Address of principal executive offices)     (ZIP Code)                 

Registrant's telephone number:  (612) 483-7111.                                 

Securities registered pursuant to Section 12(b) of the Act:                     

Common Stock, par value $1.00 per share     New York Stock Exchange             

(Title of Class)                            (Name of each exchange on which     
                     registered)

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.  X   Yes      No                             
   ----     ----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405  
of Regulation S-K (Section 229.405 of this chapter) is not contained herein,    
and will not be contained, to the best of registrant's knowledge, in definitive 
proxy or information statements incorporated by reference in Part III of this   
Form 10-K or any amendment to this Form 10-K. [ x ]                             

The aggregate market value of the voting stock held by non-affiliates of the    
registrant is $2,674,816,268 based on the average bid and asked prices of the   
stock on the New York Stock Exchange on March 11, 1996. The number of           
outstanding shares of the registrant's common stock as of March 11, 1996, is    
82,454,607.                                                                     

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Documents Incorporated by Reference:                                            
1.   Portions of the registrant's annual report to shareholders for the 
       fiscal year ended December 31, 1995, are incorporated by reference in
Parts I, II and IV.                                           

   2.   Portions of the registrant's proxy statement dated March 27, 1996, are
incorporated by reference in Part III.                        

      DELUXE CORPORATION

      PART I

ITEM 1.       DESCRIPTION OF BUSINESS                                           

Deluxe Corporation provides products and services primarily to the financial
payment systems industry and also markets specialty products to small businesses
and consumers. The Company began business in 1915 in St. Paul, Minnesota,       
printing checks for banks and their customers. The Company today is             
headquartered in Shoreview, Minnesota, and has facilities in the United States, 
Puerto Rico, Canada and the United Kingdom. The Company's products and services 
are sold primarily in the United States. Unless the context otherwise requires, 
the term the "Company" refers to Deluxe Corporation and its subsidiaries.       

The Company's operations are conducted by Deluxe Corporation and 14 wholly  
owned subsidiaries. The marketing operations of the Company are divided between 
two market-serving units: Deluxe Financial Services and Deluxe Direct.          

DELUXE FINANCIAL SERVICES                                                       

 Deluxe Financial Services provides check printing, electronic funds transfer,
software and related services to the financial industry; payment systems        
protection services, including check authorization, account verification, and   
collection services, to financial institutions and retailers; credit card       
processing services to retailers; and electronic benefit transfer services to   
state governments. Deluxe Financial Services had net sales of approximately $1.2
billion in 1995, accounting for approximately 63 percent of the Company's total 
sales.                                                                          

CHECK PRINTING                                                              

Deluxe prints and sells to financial institutions and depositors checks and 
related banking forms. The Company is the nation's leading printer of checks for
financial institutions, having an approximately 50 percent share of the         
estimated $1.6 billion U.S. financial institution check market. During 1995, the
Company made gross sales of checks and related banking forms in excess of       
$100,000 to approximately 1,907 financial institutions (not including branches  
as separate entities).                                                          

Depositors commonly submit initial check orders and reorders to their       
financial institutions, which forward them to one of the Company's printing     
plants. Printed checks are shipped directly by the Company to the depositors,   
typically on the business day after receipt of the order. The Company's charges 
are paid by the financial institutions, which in turn usually deduct the charges
from the depositors' accounts. The Company endeavors to produce and ship all    
financial institution check orders within two days after receipt of order. In   
1995, the Company delivered 99.81 percent of such check orders error-free.      

 Payment systems and methods have been changing in the United States in recent
years as banking and other industries have introduced alternatives to the       
traditional check, including charge cards, credit cards, debit cards and        
electronic payments, among others. Sales of checks to                           

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financial institutions have been subject to increased competition and consequent
pressure on prices. In addition, the direct mail segment of the check market is 
growing rapidly as a lower-priced alternative to financial institution checks   
and in 1995 represented an estimated 17 percent of the personal check market.   
These developments have produced a mature market for checks and have accelerated
pricing pressure on the Company's check sales. As a result, financial           
institution check printing revenues have declined in recent years.              

The Company believes that revenues from traditional pocket and deskbook size
check sales to financial institutions will likely continue to decline in the    
future. To stabilize check printing operations and improve profitability, the   
Company has focused on controlling expenses and increasing efficiency (see      
"Recent Developments"), and on higher margin products and services, such as     
specially designed checks and licensed check designs. At the same time, the     
growing direct mail check segment has been an opportunity for the Company's     
Current, Inc., subsidiary, the nation's largest supplier of direct mail personal
checks. See "Deluxe Direct."                                                    

The Company also sells personalized plastic automated teller machine (ATM)  
cards and credit and debit cards to financial institutions and retailers, and   
driver's licenses and other identification cards to government agencies. In     
addition, the Company prints direct communications products, such as letter     
checks and other personalized marketing products used by financial institutions.

ELECTRONIC FUNDS TRANSFER                                                   

Deluxe Data Systems, Inc., provides electronic funds transfer processing and
software and is the nation's largest third-party transaction processor for      
regional ATM networks. Deluxe Data processed approximately 1.7 billion          
transactions in 1995. Deluxe Data also provides services in emerging debit      
markets, including electronic benefit transfer (EBT) and retail point-of-sale   
(POS) transaction processing. EBT programs use ATM and POS terminals to deliver 
food stamps and welfare assistance. Deluxe Data currently supports EBT programs 
for the state governments of Maryland, New Jersey, Utah and Kansas and has      
recently been awarded contracts to serve the Southern Alliance of States and the
Northeast Coalition of States.                                                  

PAYMENT SYSTEMS PROTECTION SERVICES                                         

CHECK AUTHORIZATION                                                         
Electronic Transaction Corporation (ETC) is the nation's largest check      
authorization service for retailers. Through its Shared Check Authorization     
Network (SCAN), ETC maintains a database of individuals who have outstanding    
dishonored checks. In addition, it provides closed account data supplied by     
ChexSystems, Inc., a Deluxe subsidiary, and other parties. Using SCAN,          
participating retailers authorized more than 2.1 billion checks in 1995.        

ACCOUNT VERIFICATION                                                        
ChexSystems, Inc., provides account verification services for financial     
institutions and served more than 64,000 financial institution office locations 
in 1995. ChexSystems maintains a database of individuals who previously have had
checking accounts closed for cause. It also provides SCAN data relating to      
dishonored checks to financial institutions. Financial institutions access this 
data in considering whether to open checking accounts for individual applicants.
ChexSystems also performs collection services for financial institutions.       

COLLECTION SERVICES                                                         
National Revenue Corporation (NRC) and its affiliates provide collection and
accounts receivable management services to retail, financial, medical and       
commercial credit grantors. NRC has 32 sales offices nationwide and conducts    
collection activity for approximately 25,000 business, government and           
professional clients.                                                           

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CREDIT CARD PROCESSING                                                      
Financial Alliance Processing Services, Inc., which was acquired during     
January, 1995, is a full-service credit card processor enabling retailers to    
accept payment by credit card. In 1995, Financial Alliance processed            
approximately 27 million credit card transactions and provided services to more 
than 270 financial institutions and 60,000 retailers.                           

DELUXE DIRECT                                                                   

 Deluxe Direct provides direct mail checks to households and small businesses.
It also markets forms, record-keeping systems, specialty papers, and other      
products to small businesses; provides tax forms and electronic tax filing      
services to tax preparers; and sells direct mail greeting cards, gift wrap, and 
related products to households. Deluxe Direct had net sales of approximately    
$678.5 million in 1995, accounting for approximately 37 percent of the Company's
total sales.                                                                    

Deluxe Direct markets its products primarily through Current, Inc.,         
PaperDirect, Inc., and the General Business Forms and Health Care Forms         
divisions of Deluxe Corporation.                                                

Current is the nation's leading direct mail supplier of checks and social   
expression products, including greeting cards, gift wrap, small gifts and       
related products. Current is the largest supplier among the approximately 30    
companies engaged in selling checks by direct mail. Current's social expression 
business is seasonal and based on holidays. Historically, more than one-third of
Current's annual sales have been made in the fourth quarter.                    

General Business Forms produces and markets short-run computer and business 
forms and record-keeping systems for small businesses and professional          
practices. Health Care Forms produces and markets forms to medical and dental   
offices. Both product lines are sold primarily through direct mail and telephone
marketing.                                                                      

  PaperDirect, Inc., is a direct mail marketer of specialty papers, presentation
products and pre-designed forms for laser printing and desktop publishing.      
Deluxe Direct also includes Nelco, Inc., a supplier of tax forms, tax forms     
software, and electronic tax filing services; and T/Maker Company, a publisher  
of image content software, including clip art (see "Recent Developments").      

Many of Deluxe Direct's products are sold internationally by Deluxe United  
Kingdom Limited and Deluxe Canada Inc.                                          

RECENT DEVELOPMENTS                                                             

In early 1996, the Company announced that it had initiated a major          
consolidation program, which includes closing 26 of the Company's 41 printing   
and warehousing facilities over the 1996-1997 period and significantly reducing 
the number of its staff and production employees. In addition, the Company      
announced that it is re-evaluating its plans for various businesses and that it 
will discontinue or dispose of certain business units and products that are not 
closely related to the market focus of Deluxe Financial Services and Deluxe     
Direct.                                                                         

The units to be discontinued or sold include the Company's ink manufacturing
division, its financial institution forms production unit, and T/Maker's        
ClickArt and Vroombooks product groups. Additional dispositions are being       
considered, but the Company currently has no binding commitments to make any    
acquisitions or other dispositions.                                             

  The Company was incorporated under the laws of the State of Minnesota in 1920.
From 1920 until 1988, the Company was named Deluxe Check Printers, Incorporated.
The Company's principal executive offices are located at 3680 Victoria St. N.,  
Shoreview, Minnesota 55126-2966, telephone (612) 483-7111.                      

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EMPLOYEES                                                                       

Including its subsidiaries, the Company has approximately 19,300 full- and  
part-time employees. It has a number of employee benefit plans, including       
retirement, medical and hospitalization plans. The Company has never experienced
a work stoppage or strike and considers its employee relations to be good.      

EXECUTIVE OFFICERS OF THE COMPANY                                               

The executive officers of the Company are elected by the board of directors 
each year. The term of office of each executive officer will expire at the      
annual meeting of the board after the annual shareholders meeting on May 6,     
1996. The principal occupation of each executive officer is with the Company,   
and their positions are as follows:                                             

                                                                [Download Table]

                                                                     Officer
Name                              Position                 Age        Since 
----                              --------                 ---       -------
                                                                            
John A. Blanchard III   President and chief                53        1995   
                           executive officer                                
Jerry K. Twogood        Executive vice president           55        1974   
Mark T. Gritton         Senior vice president              47        1988   
John H. LeFevre         Senior vice president, secretary   52        1994   
                           and general counsel                              
Lawrence J. Mosner      Senior vice president              53        1995   
Charles M. Osborne      Senior vice president and          42        1981   
                           chief financial officer                          
Michael F. Reeves       Vice president, human resources    46        1987   
Michael R. Schwab       Senior vice president and          50        1994   
                           chief information officer                        


MR. BLANCHARD has served as president and chief executive officer of the    
Company since May 1, 1995. From January 1994 to April 1995, Mr. Blanchard was   
executive vice president of General Instrument Corporation, a supplier of       
systems and equipment to the cable and satellite television industry. From 1991 
to 1993, Mr. Blanchard was chairman and chief executive officer of Harbridge    
Merchant Services, a national credit card processing company. Previously, Mr.   
Blanchard was employed by American Telephone & Telegraph Company for 25 years,  
most recently as senior vice president responsible for national business sales. 

MR. TWOGOOD has been employed by the Company since 1959. Since 1987, Mr.    
Twogood has been executive vice president. From 1988 to February 1996, he served
as chief operating officer and since November 1995 has served principal         
executive officer for the Company's manufacturing operations.                   

MR. GRITTON has been employed by the Company since 1972. From 1990 to 1993, 
Mr. Gritton was vice president with principal responsibility for regional       
operations of the Payment Systems Division. From 1993 to 1995, he served as     
president of the Company's paper payments unit and, since November 1995, as     
principal executive officer of Deluxe Financial Services.                       

MR. LEFEVRE has been responsible for the law department of the Company since
February 1994 and has served as senior vice president, general counsel and      
secretary. From 1978 to February 1994, Mr. LeFevre was employed by Wang         
Laboratories, Inc. From 1988 until February 1994, he held various positions in  
Wang Laboratories' law department, including corporate counsel, vice president, 
general counsel and secretary. Wang Laboratories manufactures and sells computer
hardware and software and related services.                                     

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  MR. MOSNER has served as senior vice president and principal executive officer
of Deluxe Direct since November 1995. From 1993 to 1995, Mr. Mosner was         
executive vice president and chief operating officer of Hanover Direct, a direct
marketing company, with responsibility for non-apparel products. Previously, he 
was employed for 28 years by Sears, Roebuck and Company, where he was vice      
president of merchandising from 1991 to 1993.                                   

MR. OSBORNE has been employed by the Company since 1981 and has served as   
chief financial officer since 1984 and senior vice president since 1989.        

MR. REEVES has been employed by the Company since 1970 and has been a vice  
president since 1987. From 1987 to 1992, Mr. Reeves was regional manager of the 
Company's Northeastern printing operations. From 1992 to 1994, Mr. Reeves was   
the manager of the Company's financial institution forms production unit, and   
since July 1994, Mr. Reeves has had principal responsibility for the Company's  
human resources department.                                                     

  MR. SCHWAB has been responsible for the information systems of the Company and
has served as senior vice president and chief information officer since November
1994. Previously, Mr. Schwab was employed by USAir, a commercial air carrier,   
from 1989 to 1991 as senior vice president and chief information officer, and   
from 1991 to April 1994 as executive vice president of operations.              

ITEM 2.       PROPERTIES                                                        

The Company conducts production and service operations in 81 facilities     
located in 29 states, Puerto Rico, Canada and the United Kingdom. These         
buildings total 5,084,000 square feet. The Company's headquarters occupies a    
160,000-square-foot building in Shoreview, Minnesota. Deluxe Financial Services 
has two principal facilities in Shoreview, Minnesota, totaling approximately    
251,700 square feet. These sites are devoted to sales, administration, and      
marketing. Deluxe Direct's principal facilities are a 156,000-square-foot       
marketing building in Shoreview, Minnesota, and a 148,000-square-foot sales and 
product design building in Colorado Springs, Colorado. All but four of the      
Company's production facilities are one story high and most were constructed and
equipped in accordance with the Company's plans and specifications.             

More than half of the Company's total production area has been constructed  
during the past 20 years. The Company owns 59 of its facilities and leases the  
remainder for terms expiring from 1996 to 2001. Depending upon the              
circumstances, when a lease expires, the Company either renews the lease or     
constructs a new facility to replace the leased facility. All facilities are    
adequately equipped for the Company's operations.                               

ITEM 3.       LEGAL PROCEEDINGS                                                 

Other than ordinary routine litigation incidental to its business, there are
no material pending legal proceedings to which the Company or any of its        
subsidiaries is a party or to which any of the Company's property is subject.   

ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS               

Not applicable.                                                             

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     PART II

ITEM 5.       MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER     
MATTERS                                             

 Reference is made to the information under the caption "Financial Highlights"
on page 1, and "Shareholder Information" on page 33 of the Company's annual     
report.                                                                         

ITEM 6.       SELECTED FINANCIAL DATA                                           

Reference is made to the information under the caption "Eleven-year Summary"
on pages 18 and 19 in the Company's annual report.                              

ITEM 7.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND   
RESULTS OF OPERATIONS                               

Reference is made to the information under the caption "Management's        
Discussion and Analysis" on pages 14 through 16 in the Company's annual report. 

ITEM 8.       FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                       

  Reference is made to the financial statements, notes and independent auditors'
report on pages 20 through 31 of the Company's annual report and the information
under the caption "Summarized Quarterly Financial Data" (unaudited) on page 31  
in the Company's annual report.                                                 

ITEM 9.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND   
FINANCIAL DISCLOSURE                                

Not applicable.                                                             

      PART III

ITEMS 10, 11, 12 AND 13. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT,    
            EXECUTIVE COMPENSATION, SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
        OWNERS AND MANAGEMENT, AND CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS                                        

Reference is made to the Company's proxy statement.                         

     PART IV

ITEM 14.      EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K  

    (a)  The following financial statements, schedules and independent
          auditors' report and consent are filed as part of this report:

                                                             Page in
                                                             annual report

(1)  Financial Statements:                                    
Consolidated Balance Sheets at December 31, 1995    
            and 1994 . . . . . . . . . . . . . . . . . . . . . . 20 - 21
Consolidated Statements of Income for the three     
       years in the period ended December 31, 1995. . . . . 22
Consolidated Statements of Cash Flows for the three 
       years in the period ended December 31, 1995. . . . . 23
          Notes to Consolidated Financial Statements . . . . . . 24 - 30
     Independent Auditors' Report . . . . . . . . . . . . . 31
(2)  Supplemental Financial Information (Unaudited):          
     Summarized Quarterly Financial Data. . . . . . . . . . 31

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(3)  Independent Auditors' Consent to the incorporation       
by reference of its reports in the Company's        
registration statements 2-96963, 33-53585, 33-57261,
      33-32279, 33-58510 and 33-62041. . . . . . . . . . . . F-1

Schedules other than those listed above are not required or are not         
applicable, or the required information is shown in the financial statements or 
notes.                                                                          

  (b)  The Company filed a report on Form 8-K on October 27, 1995,
          relating to a Distribution Agreement entered into for a public
offering of medium-term notes.                      

      (c)  The following exhibits are filed as part of or are incorporated
in this report by reference:                        

             (3)  A -  Articles of Incorporation, incorporated by reference to
                       the Company's Form 10-K for the year ended December 31,
1990.                           
                  B -  Bylaws, incorporated by reference to the Company's Form
          10-K for the year ended December 31, 1994.
        (4)  A -  Rights Agreement, incorporated by reference to the
           Company's Form 8-K dated February 17, 1988.
                B -  Indenture, incorporated by reference to the Company's
 Form S-3 dated November 24, 1989.
           C -  (i)  Indenture, incorporated by reference to the
                      Company's Form S-3 filed on August 23, 1995.
                      (ii) Amendment to Indenture, incorporated by reference
                            to the Company's Amendment No. 1 to Form S-3 filed
on September 21, 1995.
(10) A -  Deferred Compensation Plan                
B -  Supplemental Benefits Plan           
              C -  Stock Option Plan, incorporated by reference to the
                   Company's Form 10-K for the year ended December 31,
1989.                           
                 D -  Stock Incentive Plan, incorporated by reference to the
         Company's Form S-8 filed on May 11, 1994.
               E -  Performance Share Plan, incorporated by reference to
                       the Company's Form 10-K for the year ended December 31,
1994.                           
                  F -  Annual Incentive Plan, incorporated by reference to the
                   Company's Form 10-K for the year ended December 31,
1994.                           
             G -  Description of Initial Compensation and Employment
      Arrangement with John A. Blanchard III
   H -  Description of Supplemental Pension Plan
I -  Deferred Compensation Agreement      
                 J -  Description of Compensation Arrangement with Harold V.
Haverty                         
(12)      Ratio of Earnings to Fixed Charges        
(13)      1995 Annual Report to Shareholders        
(21)      Subsidiaries of the Registrant            
    (23)      Independent Auditors' Consent, incorporated by
                    reference to page F-1 of the Company's Form 10-K for
 the year ended December 31, 1995.
             (24)      Powers of Attorney of officers and directors signing by
an attorney-in-fact.            

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(27)      Financial Data Schedule                   
       (29)      Proxy Statement, incorporated by reference to the
                       Company's definitive proxy statement filed on March 27,
1996.                           

Note to recipients of Form 10-K: Copies of exhibits will be furnished upon  
written request and payment of the Company's reasonable expenses ($.25 per page)
in furnishing such copies.                                                      

  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, in the City of St. Paul,  
State of Minnesota on March 27, 1996.                                           

                DELUXE CORPORATION
                          By /s/ John A. Blanchard III
                          ----------------------------
                   John A. Blanchard III
                                   President and Chief Executive Officer

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Pursuant to the requirements of the Securities Exchange Act of 1934, this   
report has been signed below by the following persons in the capacities         
indicated on March 27, 1996.                                                    

                          By /s/ John A. Blanchard III
                          ----------------------------
                                   John A. Blanchard III for Himself and
                  as Attorney-In-Fact*
John A. Blanchard III, Director and                                             
Principal Executive Officer                                                     
Harold V. Haverty, Director                                                     
Jerry K. Twogood, Director                                                      
Eugene R. Olson, Director                                                       
Whitney MacMillan, Director                                                     
James J. Renier, Director                                                       
Barbara B. Grogan, Director                                                     
Allen F. Jacobson, Director                                                     
Stephen P. Nachtsheim, Director                                                 
Charles M. Osborne, Principal                                                   
Financial Officer and Principal Accounting Officer                              

*By Power of Attorney set forth in Exhibit 24 to this report.                   

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     INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in registration statements 2-96963,
33-53585 and 33-57261 on Form S-8 and 33-32279, 33-58510 and 33-62041 on Form   
S-3 of our report dated February 9, 1996, appearing in or incorporated by       
reference in this Annual Report on Form 10-K of Deluxe Corporation for the year 
ended December 31, 1995.                                                        

/s/ Deloitte & Touche LLP                                                       
Deloitte & Touche LLP                                                           
Minneapolis, Minnesota                                                          
March 27, 1996                                                                  

     F-1

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     EXHIBIT INDEX

The following exhibits are filed as part of this report:                        

10 A Deferred Compensation Plan                                                 
10 B Supplemental Benefit Plan                                                  
10 G Description of Initial Compensation and Employment Arrangement with        
John A. Blanchard III                                                 
10 H Description of Supplemental Pension Plan                                   
10 I Deferred Compensation Agreement                                            
10 J Description of Compensation Arrangement with Harold V. Haverty             
12 Ratio of Earnings to Fixed Charges                                           
13 Documents Incorporated by Reference 1995 Annual Report to Shareholders       
21 Subsidiaries                                                                 
24 Power of Attorney                                                            
27 Financial Data Schedule                                                      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K405’ Filing		Date		First		Last			Other Filings
		5/6/96		5					DEF 14A
Filed on:		4/1/96
		3/27/96		2		11			DEF 14A
		3/11/96		1
		2/9/96		11
For Period End:		12/31/95		1		11
		10/27/95		8					424B2,  8-K
		9/21/95		8					S-3/A
		8/23/95		8					S-3
		5/1/95		5
		12/31/94		7		8			10-K405
		5/11/94		8					S-8
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