-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PVrcTPKy7fmPQ2h80AOyAUxpkw7vKFZxE7VNH17E9InuIeFzFjnkpD/oE+N6ZhVo B+VngnNa8Srw+2JvdlvpZw== 0000720032-97-000005.txt : 19970222 0000720032-97-000005.hdr.sgml : 19970222 ACCESSION NUMBER: 0000720032-97-000005 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970214 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIGGIE INTERNATIONAL INC /DE/ CENTRAL INDEX KEY: 0000720032 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 521297376 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 001-08591 FILM NUMBER: 97533370 BUSINESS ADDRESS: STREET 1: 4420 SHERWIN RD CITY: WILLOUGHBY STATE: OH ZIP: 44094 BUSINESS PHONE: 2169532700 MAIL ADDRESS: STREET 1: 4420 SHERWIN RD CITY: WILLOUGHBY STATE: OH ZIP: 44094 FORMER COMPANY: FORMER CONFORMED NAME: FIGGIE INTERNATIONAL HOLDINGS INC DATE OF NAME CHANGE: 19870112 10-K405/A 1 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended 12/31/96 Commission file number 1-8591 FIGGIE INTERNATIONAL INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 52-1297376 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 4420 SHERWIN ROAD, WILLOUGHBY, OHIO 44094 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) Registrant's telephone number, including area code (216) 953-2700 Securities registered pursuant to Section 12(G) of the Act: Class A Common Stock, Par Value $.10 Per Share (TITLE OF CLASS) Class B Common Stock, Par Value $.10 Per Share (TITLE OF CLASS) INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405 OF REGULATION S-K IS NOT CONTAINED HEREIN,AND WILL NOT BE CONTAINED, TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS FORM 10-K. [ X ] STATE THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF THE REGISTRANT. (THE AGGREGATE MARKET VALUE SHALL BE COMPUTED BY REFERENCE TO THE PRICE AT WHICH THE STOCK WAS SOLD, OR THE AVERAGE BID AND ASKED PRICES OF SUCH STOCK, AS OF A SPECIFIED DATE WITHIN 60 DAYS PRIOR TO THE DATE OF FILING.) At January 24, 1997 - $199,429,616 INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S CLASSES OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE. Outstanding as of 1/24/97 Class A Common Stock, Par Value $.10 Per Share 13,681,977 Class B Common Stock, Par Value $.10 Per Share 4,712,747 DOCUMENTS INCORPORATED BY REFERENCE: LIST THE FOLLOWING DOCUMENTS IF INCORPORATED BY REFERENCE AND THE PART OF THE FORM 10-K INTO WHICH THE DOCUMENT IS INCORPORATED: (1) ANY ANNUAL REPORT TO SECURITY HOLDERS; (2) ANY PROXY OR INFORMATION STATEMENT; AND (3) ANY PROSPECTUS FILED PURSUANT TO RULE 424 (b) OR UNDER THE SECURITIES ACT OF 1933. (THE LISTED DOCUMENTS SHOULD BE CLEARLY DESCRIBED FOR IDENTIFICATION PURPOSES.) Proxy Statement Re: 1996 Annual Stockholders' Meeting(See Part III) Certain documents incorporated from prior filings (See Part IV) Financial Information About the Company's Business Segments FIGGIE INTERNATIONAL INC. AND SUBSIDIARIES (in thousands) Year Ended December 31 Sales to Unaffiliated Customers* and by Product Line: 1996 1995 1994 Interstate Electronics Strategic Weapon Systems $ 45,494 $ 50,914 $ 52,909 Global Positioning Systems 26,099 28,205 37,964 Other 18,944 19,146 22,764 90,537 98,265 113,637 Scott Health/Safety Products $ 70,783 $ 62,058 $ 62,243 Aviation/Government Products 65,901 50,511 36,447 136,684 112,569 98,690 Snorkel Booms $ 87,263 $ 78,209 $ 51,719 Scissorlifts and Other 71,233 51,775 35,279 158,496 129,984 86,998 Total Sales to Unaffiliated Customers $385,717 $340,818 $299,325 Major Customer Sales*: Interstate Electronics $ 82,752 $ 86,121 $103,095 Scott 12,591 10,648 2,335 Snorkel 10 6 75 Total Sales to U.S. Government $ 95,353 $ 96,775 $105,505 Export Sales - United States to*: Canada $ 14,974 $ 14,690 $ 11,726 Other 25,079 24,477 20,254 Total U.S. Export Sales $ 40,053 $ 39,167 $ 31,980 Operating Profit (Loss)*: Interstate Electronics $ 5,055 $ 5,883 $ 6,010 Scott 26,914 21,145 17,775 Snorkel 22,078 12,584 4,491 Total for Reporting Segments 54,047 39,612 28,276 Corporate and unallocated expenses (14,019) (18,436) (45,495) Total Operating Profit (Loss) $ 40,028 $ 21,176 $(17,219) Identifiable Assets: Interstate Electronics $ 58,395 $ 52,813 $ 50,750 Scott 48,787 37,331 31,901 Snorkel 67,202 59,234 50,556 Corporate 170,882 136,055 177,322 Discontinued Operations 27,519 79,423 326,481 Total Identifiable Assets $372,785 $364,856 $637,010 Capital Expenditures: Interstate Electronics $ 2,518 $ 1,113 $ 3,713 Scott 2,202 1,251 1,501 Snorkel 2,816 2,199 5,658 Corporate 2,183 1,624 12,780 Discontinued Operations 560 19,157 36,652 Total Capital Expenditures $ 10,279 $ 25,344 $ 60,304 Depreciation and Amortization: Interstate Electronics $ 1,737 $ 1,616 $ 1,083 Scott 1,597 1,179 1,024 Snorkel 2,589 2,014 1,591 Corporate 441 855 3,957 Discontinued Operations 789 630 33,978 Total Depreciation and Amortization $ 7,153 $ 6,294 $ 41,633 * Excludes those operating units that are discontinued operations. See "Item 7- Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere herein. FIGGIE INTERNATIONAL INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31 (in thousands, except per share data) 1996 1995 1994 Net Sales $ 385,717 $ 340,818 $ 299,325 Costs of Sales 282,563 254,515 233,941 Gross Profit on Sales 103,154 86,303 65,384 Operating Expenses: Selling, General and Administrative 48,438 51,479 64,361 Research and Development 14,688 13,648 18,242 Total Operating Expenses 63,126 65,127 82,603 Operating Income (Loss) 40,028 21,176 (17,219) Other Expense (Income): Restructuring and Refinancing Costs 993 11,855 55,204 Interest Expense 19,820 29,255 42,062 Interest Income (2,132) (3,248) (3,269) Other, Net (1,243) (4,322) (1,446) Income (Loss) from Continuing Operations 22,590 (12,364) (109,770) before Income Tax Benefit Income Tax Benefit 27,712 - 22,986 Income (Loss) from Continuing Operations 50,302 (12,364) (86,784) Discontinued Operations, net of tax: Income (Loss) from Operations 1,280 1,871 (41,368) (Loss) on Disposal (28,282) (5,597) (38,578) (27,002) (3,726) (79,946) Net Income (Loss) $ 23,300 $(16,090)$(166,730) Weighted Average Shares 18,728 18,202 17,723 Per Share Data: Income (Loss) from Continuing Operations $ 2.69 $ (0.68) $ (4.90) (Loss) from Discontinued Operations (1.44) (0.21) (4.51) Net Income (Loss) $ 1.25 $ (0.89) $ (9.41) See Notes to Consolidated Financial Statements. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. FIGGIE INTERNATIONAL INC. (Company) By /s/ Date: February 3, 1997 S. L. Siemborski Senior Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed as of January 24, 1997 by the following persons on behalf of the Company and in the capacities indicated. By /s/ By /s/ J. P. Reilly, Principal H. Nesbit, II, Director Executive Officer & Director By /s/ By /s/ F. J. Brinkman, Director A. A. Sommer, Jr., Director By /s/ By /s/ G.W. Lindemann, Director S. L. Siemborski, Director (Principal financial and accounting officer) By /s/ By /s/ F. R. McKnight, Director W. M. Vannoy, Director -----END PRIVACY-ENHANCED MESSAGE-----