Item 2. Properties ----------- The Company maintains eleven manufacturing plants and two mold and die production facilities in the United States, including one manufacturing plant in Puerto Rico, and a total of ten manufacturing plants and two mold and die production facilities in Germany, England, France, Denmark, Argentina, Brazil and Singapore.
The Company's executive offices, U.S. research and development center and pilot plant are located in a leased facility at Lionville, Pennsylvania, about 35 miles from Philadelphia. All other Company facilities are used for manufacturing and distribution, and facilities in Eschweiler, Germany and Boulder, Colorado are also used for research and development activities.
The manufacturing facilities of the Company are well-maintained, are operating generally on a two or three-shift basis and are adequate for the Company's present needs.
The principal facilities in the United States, including Puerto Rico, are as follows:
- United States facilities include approximately 1,036,000 square feet of owned and 332,000 square feet of leased space in Pennsylvania, Florida, Nebraska, North Carolina and Puerto Rico.
The principal international facilities are as follows:
- Europe facilities include approximately 346,000 square feet of owned space and 145,000 square feet of leased space in Germany, England, Denmark and France.
- Latin America facilities include approximately 99,000 square feet of owned space in Argentina and Brazil.
- Asia/Pacific facilities include approximately 92,000 square feet of owned space in Singapore.
Of the aforementioned currently owned facilities, approximately 464,000 square feet are subject to mortgages to secure the Company's real estate mortgage notes. See the Note "Debt" of Notes to Consolidated Financial Statements of the 1994 Annual Report to Shareholders, which information is incorporated herein by reference.
Sales office facilities in separate locations are leased under short-term arrangements.
The Company also holds for sale 106,100 square feet of former manufacturing facility space in the United States.
Item 3.
Item 3. Legal Proceedings. ----------------- A. Wayne, New Jersey ------------------ The Company is a party to an Administrative Consent Order with the New Jersey Department of Environmental Protection (DEP) under which the Company is required to submit and perform a cleanup plan for property formerly owned by the Company in Wayne, New Jersey. The DEP has approved the Company's plan which permits a plastic waste- disposal area to be capped and to remain in place, subject to placing a use restriction on that portion of the property, and subject to the DEP's further determination of the extent to which groundwater monitoring will be required. The present owner of the property has thus far declined to provide the use restriction and the Company has initiated legal action against him to compel him to provide the use restriction. The DEP has not yet taken final action with respect to any further remedial steps such as ground water monitoring which may be required as part of the cleanup plan.
See the Note "Commitments and Contingencies" of Notes to Consolidated Financial Statements of the 1994 Annual Report to Shareholders, which information is incorporated herein by reference.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders --------------------------------------------------- None.
Item 4 (a) Executive Officers of the Registrant ----------------------------------- The executive officers of the Company at March 28, 1995 were as follows:
1 Holds position as corporate officer elected by the Board of Directors for one year term. There are no family relationships among the executive officers of the Company.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters -------------------------------------------------- The Company's common stock is listed on the New York Stock Exchange and the high and low prices for the stock for each calendar quarter in 1994 and 1993 were as follows:
As of December 31, 1994, the Company had 1,344 shareholders of record. There were also 2,200 holders of shares registered in nominee names. The Company's Common Stock paid a quarterly dividend of $.10 per share in each of the first three quarters of 1993; $.11 per share in the fourth quarter of 1993 and each of the first three quarters of 1994; and $.12 per share in the fourth quarter of 1994.
Item 6.
Item 6. Selected Financial Data. ----------------------- Information with respect to the Company's net sales, income (loss) from consolidated operations, income (loss) before change in accounting method, income (loss) before change in accounting method per share and dividends paid per share is incorporated by reference to the line items corresponding to those categories under the heading "Ten-Year Summary - Summary of Operations" of the 1994 Annual Report to Shareholders. Information with respect to total assets and total debt is incorporated by reference to the line items corresponding to those categories under the heading "Ten-Year Summary - Year End Financial Position" of the 1994 Annual Report to Shareholders.
Item 7.
Item 7. Management's Discussion and Analysis Financial Condition and Results of Operations. --------------------------------------------------------- The information called for by this Item is incorporated by reference to the text appearing in the "Financial Review" section of the 1994 Annual Report to Shareholders.
Item 8.
Item 8. Financial Statements and Supplementary Data. -------------------------------------------
The information called for by this Item is incorporated by reference to "Consolidated Financial Statements", "Notes to the Consolidated Financial Statements", and "Quarterly Operating and
Per Share Data (Unaudited)" of the 1994 Annual Report to Shareholders.
Subsequent Event ---------------- On March 24, 1995, the Company announced that it had entered into a definitive merger agreement with PACO Pharmaceutical Services, Inc. pursuant to which the Company will acquire all of PACO's common stock at $12.25 per share in cash. The purchase price of approximately $54 million is being funded from cash balances and existing bank facilities.
PACO's a provider of contract packaging and contract manufacturing services for pharmaceutical and personal health care companies. The following table presents selected financial information on PACO's financial results for its fiscal year ended March 31, 1994 and for the nine months ended December 31, 1994 and its financial position as of March 31, 1994 and December 31, 1994.
Item 9.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. ----------------------------------------------------------- None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant. --------------------------------------------------- Information called for by this Item is incorporated by reference to "ELECTION OF DIRECTORS" and "STOCK OWNERSHIP OF DIRECTORS and EXECUTIVE OFFICERS - Section 16(a) Reporting" in the Proxy Statement.
Information about executive officers of the Company is set forth in Item 4 (a) of this report.
Item 11.
Item 11. Executive Compensation. ----------------------- Information called for by this Item is incorporated by reference to "EXECUTIVE COMPENSATION" and "BOARD OF DIRECTORS AND ITS COMMITTEES - Compensation of Directors" contained in the Proxy Statement.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management. --------------------------------------------------- Information called for by this Item is incorporated by reference to "STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS" and "STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS" contained in the Proxy Statement.
Item 13.
Item 13. Certain Relationships and Related Transactions. ----------------------------------------------- Information called for by this Item is incorporated by reference to "BOARD OF DIRECTORS AND ITS COMMITTEES - Compensation of Directors" and "BOARD OF DIRECTORS AND ITS COMMITTEES - Certain Transactions" in the Proxy Statement.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K. -------------------------------------------------------
(a) 1. The following report and consolidated financial statements, included in the 1994 Annual Report to Shareholders, have been incorporated herein by reference:
Consolidated Statements of Income for the years ended December 31, 1994, 1993 and 1992
Consolidated Balance Sheets at December 31, 1994 and
Consolidated Statements of Shareholders' Equity for the years ended December 31, 1994, 1993 and 1992
Consolidated Statements of Cash Flows for years ended December 31, 1994, 1993 and 1992
Notes to Consolidated Financial Statements
Report of Independent Accountants
(a) 2. Supplementary Financial Information
Schedules are omitted because they are either not applicable, not required or because the information required is contained in the consolidated financial statements or notes thereto.
(a) 3. See Index to Exhibits on pages,, and of this Report.
(b) There were no reports on Form 8-K filed by the Company in the fourth quarter of 1994.
(c) The exhibits are listed in the Index to Exhibits on pages,, and of this Report.
(d) Financial Statements of affiliates are omitted because they do not meet the tests of a significant subsidiary at the 20% level.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, The West Company, Incorporated has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
THE WEST COMPANY, INCORPORATED (Registrant) By Raymond J. Land --------------------------------- Raymond J. Land Senior Vice President, Finance and Administration (Principal Financial Officer)
March 30, 1995 --------------------------------- Date
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated.
INDEX TO EXHIBITS