ITEM 1. BUSINESS
1. General
Kerr Group, Inc. (the "Registrant"), a Delaware corporation which was founded in 1903, currently operates in two business segments: the Plastic Products segment and the Consumer Products segment.
Operations in the Plastic Products segment include the manufacture and sale of a variety of plastic products, including child-resistant closures, tamper-evident closures, prescription packaging products, jars, other closures and containers and the sale of glass prescription products (the "Plastic Products Business"). Operations in the Consumer Products segment include the manufacture and sale of caps and lids and the sale of glass jars and a line of pickling spice and pectin products for home canning (the "Home Canning Supplies Business"), which together with the sale of other related products, including iced tea tumblers and beverage mugs, constitutes the "Consumer Products Business." The Plastic Products Business and the Consumer Products Business are referred to herein as "Continuing Businesses".
a. Principal Products and Markets; Sales and Customers
The Plastic Products segment accounted for approximately 77% of the Registrant's total net sales in 1994. Plastic closures are sold to customers in the pharmaceutical, food, distilled spirits, toiletries and cosmetics and household chemical industries. Plastic and glass prescription products are sold to drug wholesalers, drug chains and independent pharmacists. Plastic bottles and jars are sold to customers in the pharmaceutical and toiletries and cosmetics industries. Plastic products are sold nationally, principally by the Registrant's sales force.
The Consumer Products Business accounted for approximately 23% of the Registrant's total net sales in 1994.
The Home Canning Supplies Business represents substantially all of the Consumer Products Business. The Consumer Products Business sells its products primarily through food brokers to grocery retailers, food wholesalers and mass merchandisers.
No customer accounted for more than 10% of the Registrant's net sales in 1994, 1993 or 1992.
b. Competition
Competition in the markets in which the Plastic Products Business operates is highly fragmented and the Registrant has a number of large competitors with respect to its Plastic Products Business that compete for sales on the basis of price, service and quality of product. The Registrant believes that it is one of the three largest manufacturers of child-resistant plastic closures. The Registrant has one major competitor in the prescription products business, who has substantially larger market share than the Registrant. The Registrant also believes it is the largest manufacturer of plastic closures incorporating a tamper-evident feature for the liquor market and that it is one of the leading suppliers of single and double walled jars to the personal care and cosmetic markets.
The Registrant's one major competitor in the Home Canning Supplies Business is Alltrista Corporation. The Registrant believes it has a significant share of the market for home canning caps, lids and jars.
c. Backlog
The Registrant does not believe that recorded sales backlog is a significant factor in its business.
d. Raw Materials and Supplies; Fuel and Energy Matters
The primary raw materials used by the Registrant's Plastic Products Business are resins. The Registrant has historically been able to obtain adequate supplies of these items from a number of sources. However, since resins are derived from petroleum or fossil fuel, shortages of petroleum or fossil fuel could affect the supply of resins. From time to time, the Registrant has experienced increases in the cost of resins. To the extent that the Registrant is unable to reflect such price
increases in the price for products manufactured by it, increases in the cost of resins could have a significant impact on the results of the Registrant's operations. The Plastic Products Business, consistent with industry practice, is generally able to pass-through resin cost increases for all product lines except the prescription packaging product line.
The Registrant purchases glass jars for its Home Canning Business from a single supplier under a multi-year contract. The Registrant believes that it could obtain adequate supplies of glass jars from alternate sources at reasonable prices if its current supply was interrupted. In addition to glass jars, the primary raw material used by the Registrant's Home Canning Supplies Business in the manufacture of its caps and lids is tinplate. During 1994, the Registrant was able to obtain adequate supplies of these items from a number of sources.
e. Product Development, Engineering, Patents and Licensing
The Registrant carries on a product development and engineering program with respect to its Plastic Products Business. Expenditures for such programs during the years ended December 31, 1994, 1993 and 1992 were approximately $3,600,000, $2,000,000 and $1,400,000, respectively.
Although the Registrant owns a number of United States patents, including patents for its tamper-evident closures and certain of its child-resistant closures, it is of the opinion that no one or combination of these patents is of material importance to its business. The Registrant has granted licenses on some of its patents, although the income from these sources is not material.
f. Environmental Matters; Legislation
Several states have enacted recycling laws which require consumers to recycle certain items including containers, and which require product, container and resin manufacturers to promote recycling efforts. These mandatory recycling laws are not expected to have an adverse effect on the Registrant's business.
The Registrant is subject to laws and regulations governing the protection of the environment,including, among others, laws and regulations governing disposal of waste,
discharges into water and emissions into the atmosphere. The Registrant's expenditures for environmental control equipment in each of the last three years have not been material and the standards required by such regulations have not significantly affected the Registrant's operations.
Registrant is a party or a potentially responsible party in several administrative proceedings and lawsuits involving liability for cleanup of certain offsite disposal facilities under the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA" or Superfund") and similar state laws. See "Legal Proceedings".
g. Employees
As of December 31, 1994, the Registrant had approximately 1,100 employees, of which approximately 294 were office, supervisory and sales personnel.
h. Seasonality
The Registrant's sales and earnings are usually higher in the second and third calendar quarters and lower in the first and fourth calendar quarters. Most of the sales by the Home Canning Supplies Business occur in the second and third calendar quarters. In addition, substantially all returns of home canning supplies occur in the fourth calendar quarter of each year.
The Registrant's Home Canning Supplies Business normally manufactures its inventory of caps and lids in anticipation of expected orders, and, consistent with practice followed in the industry, grants extended payment terms to home canning customers and accepts, subject to certain limitations, the return of unsold home canning merchandise in the fourth calendar quarter of each year.
i. Working Capital
In general, the working capital practices followed by the Registrant are typical of the businesses in which it operates. The seasonal nature of the Registrant's Home Canning Supplies Business requires periodic short-term borrowing by the Registrant.
As of December 31, 1994, the Registrant had two unsecured $10,000,000 lines of credit with two banks to provide for the seasonal working capital needs of the Company. In January 1995, the Company entered into a two-year agreement with a bank to sell its trade accounts receivable on a nonrecourse basis. Under the facility, the maximum amount that can be advanced to the Company pursuant to the sale of trade accounts receivable at any time is $5,000,000 through April 30, 1995, and $10,000,000 thereafter. The Company retains collection and service responsibility, as agent for the purchaser, over any receivables sold. This facility reduced the committed amount of one of the lines of credit to $5,000,000 through April 30, 1995, at which time the line of credit terminates.
In February 1995, the commitment of the other line of credit was extended to April 30, 1996.
The lines of credit and accounts receivable facility, together with internally generated funds, provide the Registrant with the working capital which the Registrant believes will be sufficient to meet its anticipated needs.
2. The Discontinued Businesses
a. The Metal Crown Business
On December 11, 1992, the Registrant sold substantially all of its assets (the "Sale of the Metal Crown Assets") relating to the manufacture and sale of metal crowns for beer and beverage bottles (the "Metal Crown Business") to Crown Cork & Seal Company, Inc. ("Crown Cork") pursuant to the terms of an asset purchase agreement for approximately $7,200,000 in cash. Included among the assets of the Metal Crown Business sold to Crown Cork were essentially all of the assets of the Registrant's Arlington, Texas plant. The Sale of the Metal Crown Assets was more fully described in the Registrant's Current Report on Form 8-K dated December 11, 1992 filed with the Securities and Exchange Commission.
As a result of the Sale of the Metal Crown Assets, the Registrant no longer operates its Metal Crown Business.
b. The Commercial Glass Container Business
On February 28, 1992, the Registrant consummated the sale of substantially all of its assets (the "Sale of the Glass
Container Assets") relating to the manufacture and sale of glass containers (the "Commercial Glass Container Business") to Ball Corporation pursuant to the terms of an asset purchase agreement for approximately $68,000,000 in cash. The Sale of the Glass Container Assets was more fully described in the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1991 (the "1991 10-K").
As a result of the Sale of the Glass Container Assets, the Registrant no longer operates its Commercial Glass Container Business.
3. Segment Information
The Registrant's 1994 Annual Report to Stockholders contains on pages 31 and 32 additional financial information regarding each of the Registrant's two industry segments for each of the last three fiscal years required by Item 1 and such information is incorporated herein by reference. The Registrant's 1994 Annual Report to Stockholders contains on pages 36 through 38 Management's Discussion and Analysis of Financial Condition and Results of Operations and such information is incorporated herein by reference.
ITEM 2.
ITEM 2. PROPERTIES
The Registrant's manufacturing activities with respect to its Continuing Businesses are conducted at the five facilities described in the following table.
The Registrant has entered into a lease for a 168,000 square feet plastic closure manufacturing and warehouse facility in Bowling Green, Kentucky to be operational in 1995.
The Lancaster, Pennsylvania and Ahoskie, North Carolina facilities are owned by the Registrant. The two Jackson, Tennessee and the Santa Fe Springs, California facilities are leased by the Registrant.
The Registrant's principal executive offices are located at 1840 Century Park East, Los Angeles, California 90067, in approximately 23,000 square feet of leased space. In addition, the Registrant rents three area sales offices.
In the opinion of the Registrant's management, its manufacturing facilities are suitable and adequate for the purposes for which they are being used.
The Registrant owns land and buildings used in connection with a former glass container manufacturing plant that are being held for sale.
In 1994, the Registrant's plastic products manufacturing facilities operated at approximately 74% of capacity. During August through December of 1994, the Company's cap and lid manufacturing facility located in Jackson, Tennessee operated at approximately 26% of capacity. This level of operations in the cap and lid manufacturing facility primarily resulted because the new plant was in its start-up phase.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
As the Registrant reported in its Quarterly Report on Form 10-Q for the quarter ended June 30, 1990, in February 1986, the Registrant was advised by the United States Environmental Protection Agency ("EPA") that Phoenix Closures, Inc. ("Phoenix") was one of several companies which disposed of wastes at the American Chemical Services ("ACS") site located near Griffith,
Indiana. The EPA indicated that the wastes were disposed of by Phoenix's Chicago plant between 1955 and 1975. The Registrant has advised the EPA that it did not lease the Chicago plant during the period from 1955 to 1975. The Registrant has also advised Phoenix of its responsibilities with respect to environmental matters, including the environmental matters at the ACS site, under the lease relating to the Chicago plant.
As the Registrant reported in its Quarterly Report on Form 10-Q for the quarter ended June 30, 1990, in March 1986, the Registrant and other parties were designated by the EPA as potentially responsible parties ("PRPs") responsible for the cleanup of certain hazardous wastes that have been disposed of at the Wayne Waste Oil ("WWO") site located near Columbia City, Indiana. In October 1986, the Registrant and other PRPs entered into a Consent Order with the EPA which allowed the PRPs to complete a Remedial Investigation and Feasibility Study ("RI/FS") for the WWO site. In March 1990, the EPA issued a Record of Decision ("ROD") for the site. The ROD documents the EPA's cleanup plan for the site, which includes capping the former municipal landfill, groundwater extraction and treatment, and soil vapor extraction. On July 20, 1992, a Consent Decree between the EPA and the PRPs at the site was entered in the United States District Court for the Northern District of Indiana, captioned United States v. Active Products Corp., No.-00247. Based upon the Registrant's percentage share of the total amount of wastes disposed of at the WWO site, the Registrant estimates its share of the costs under the Consent Decree will be approximately $109,000. A reserve has been established for such costs.
As the Registrant reported in its Quarterly Report on Form 10-Q for the quarter ended June 30, 1990, on April 12, 1990, the State of New Jersey, Department of Environmental Protection and Energy ("NJDEPE"), filed a lawsuit in the United States District Court for the District of New Jersey against the Registrant, among others, entitled State of New Jersey, Department of Environmental Protection v. Gloucester Environmental Management Services, Inc., et al., No. 84-0152 (D.N.J.). The suit alleges that the Registrant was a "generator" of hazardous wastes and other hazardous substances which were disposed of at the Gloucester Environmental Management Services, Inc. ("GEMS") facility in the Township of Gloucester. The suit seeks cleanup costs, compensatory and treble damages, and a declaration that the Registrant and others are responsible for NJDEPE's past and future response costs at the GEMS site. On
March 27, 1990, NJDEPE issued a Directive to the Registrant and other parties pursuant to the New Jersey Spill Compensation and Control Act, N.J.S.A. 58:10-23.11 et seq. Pursuant to the Directive, the Registrant and other parties have been ordered to undertake the second phase of remedial action at the site, including the construction and operation of a groundwater treatment system and operation of the remedial action performed in the first phase, and to reimburse NJDEPE's alleged past and future response costs. The estimated cost of second phase remedial action related to the GEMS site is approximately $20 million. The amount that the NJDEPE is seeking as reimbursement for past costs and damages is approximately $10 million. Notwithstanding the issuance of the Directive by the NJDEPE, the Registrant believes that it has no material liability with respect to the GEMS site because the only reason it has been named as a defendant (there are over 550 named defendants) is that a transporter that was used by the Registrant is known to have disposed of waste at the site. However, there is no evidence that any waste disposed of at the site by such transporter was waste of the Registrant and the Registrant has a motion for summary judgment pending in which it seeks dismissal from the case on these grounds. If such motion is granted, the Registrant would have a good faith basis to not comply with the Directive. The Registrant does not believe that any of its waste was disposed of at the site. One of the Registrant's insurance carriers has agreed to defend the current lawsuit and has funded the Registrant's participation in settlement efforts, which may result in the Registrant's dismissal from the lawsuit for a payment of approximately $100,000. Participation in the settlement will not be considered an admission of liability for the disposal of waste at the site. A reserve has been established for such costs.
On March 24, 1995, the Deputy Minister of National Revenue of Canada ("Revenue Canada") announced that Revenue Canada had commenced a dumping investigation into home canning supplies imported from the United States. The investigation follows a complaint filed by Bernardin of Canada, Ltd., which manufactures jar caps and lids, and Consumer Packaging Inc., which manufactures jars. The initiation of an investigation is the first step of the administrative process. First, Revenue Canada must determine whether dumping has taken place. If Revenue Canada makes a determination of dumping, the Canadian complainant (Bernardin or Consumers Packaging) must then prove that the alleged dumping has been causing it "material injury". Dumping duties, if any, would be imposed with respect to goods
imported after the date on which the dumping determination is made by Revenue Canada, which is expected to occur within approximately 90 days. The Company expects that it will take approximately seven months for the Canadian authorities to finally resolve the matter. Kerr intends to vigorously contest the proceedings and does not expect this matter to have a material effect on its financial condition or results of operations.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
EXECUTIVE OFFICERS OF THE REGISTRANT
Set forth below are the names, ages, positions and offices held, and a brief account of the business experience during the past five years of each executive officer of the Registrant.
Business Experience
Roger W. Norian has served in an executive capacity with the Registrant for more than the past five years.
Norman N. Broadhurst has served in an executive capacity with the Registrant for more than the past five years.
Robert S. Reeves has served in an executive capacity with the Registrant for more than the past five years.
D. Gordon Strickland has served in an executive capacity with the Registrant for more than the past five years.
J. Stephen Grassbaugh has served in an executive capacity with the Registrant for more than the past five years.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Registrant's Annual Report to Stockholders for the year ended December 31, 1994, contains on page 12 the information required by Item 5 of Form 10-K and such information is incorporated herein by this reference.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The Registrant's Annual Report to Stockholders for the fiscal year ended December 31, 1994, contains on pages 34 and 35 the information required by Item 6 of Form 10-K and such information is incorporated herein by this reference.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Registrant's Annual Report to Stockholders for the fiscal year ended December 31, 1994, contains on pages 36 through 38 the information required by Item 7 of Form 10-K and such information is incorporated herein by this reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Registrant's Annual Report to Stockholders for the fiscal year ended December 31, 1994, contains on pages 12 through 33 the information required by Item 8 of Form 10-K and such information is incorporated herein by this reference.
ITEM 9.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Certain of the information required by Item 10 of Form 10-K is included in a separate item captioned "Executive Officers of the Registrant" in Part I of this Form 10-K.
The Registrant's Proxy Statement to be used in connection with the Annual Meeting of Stockholders to be held on April 25, 1995 contains on pages 2 through 6 the remaining information required by Item 10 of Form 10-K and such information is incorporated herein by this reference.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The Registrant's Proxy Statement to be used in connection with the Annual Meeting of Stockholders to be held on April 25, 1995 contains on pages 7 through 12 the information required by Item 11 of Form 10-K, and such information is incorporated herein by this reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The Registrant's Proxy Statement to be used in connection with the Annual Meeting of Stockholders to be held on April 25, 1995 contains on pages 2 through 3 the information required by Item 12 of Form 10-K, and such information is incorporated herein by this reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Registrant's Proxy Statement to be used in connection with the Annual Meeting of Stockholders to be held on April 25, 1995 contains on page 16 the information required by Item 13 of Form 10-K, and such information is incorporated herein by this reference.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
a. (i) Financial Statements
The Financial Statements and related financial data contained in the Registrant's Annual Report to Stockholders for the year ended December 31, 1994, on pages 13 through 35 thereof and the Independent Auditors' Report on page 12 of the Registrant's Annual Report to Stockholders for the year ended December 31, 1994, are incorporated herein by reference. With the exception of information specifically incorporated by reference, however, the Registrant's Annual Report to Stockholders for the year ended December 31, 1994 is not to be deemed filed as a part of this report.
Consolidated Financial Statements:
Consolidated Statements of Earnings (Loss) for the years ended December 31, 1994, 1993 and 1992.
Consolidated Balance Sheets as of December 31, 1994 and 1993.
Consolidated Statements of Cash Flows for the years ended December 31, 1994, 1993 and 1992.
Consolidated Statements of Common Stockholders' Equity for the years ended December 31, 1994, 1993 and 1992.
Notes to Consolidated Financial Statements.
In addition to such Consolidated Financial Statements and Independent Auditors' Report, the following are included herein:
Independent Auditors' Report on Supporting Schedules, page 21.
Schedules for the three years ended December 31, 1994:
VIII - Valuation and Qualifying Accounts, page 22.
All other Schedules have been omitted as inapplicable, or not required, or because the required information is included in the Consolidated Financial Statements or the notes thereto.
(ii) Exhibits
3.1 Restated Certificate of Incorporation of the Registrant is incorporated by reference to Exhibit 3.1 to Form 10-K for the fiscal year ended December 31, 1980.
3.2 Certificate of Retirement of Capital Stock of the Registrant is incorporated by reference to Exhibit 3.2 to Form 10-K for the fiscal year ended December 31, 1989.
3.3 Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant is incorporated by reference to Exhibit 3.3 to Form 10-K for the fiscal year ended December 31, 1989.
3.4 By-laws of the Registrant, as amended effective June 15, 1993, is incorporated by reference to Exhibit 3.1 to Form 10-Q for the quarter ended June 30, 1993.
10.1 Amended and Restated Employment Agreement between the Registrant and Roger W. Norian dated as of December 1, 1994.
10.2 Employment Agreement between the Registrant and D. Gordon Strickland dated as of June 16, 1986 is incorporated by reference to Exhibit 10.5 to Form 10-K for the fiscal year ended December 31, 1986.
10.3 Employment Agreement between the Registrant and Robert S. Reeves dated as of February 17, 1983 is incorporated by reference to Exhibit 10.6 to Form 10-K for the fiscal year ended December 31, 1983.
10.4 Employment Agreement between the Registrant and Norman N. Broadhurst dated as of December 8, 1988 is incorporated by reference to Exhibit 10.9 to Form 10-K for the fiscal year ended December 31, 1988.
10.5 Employment Agreement between the Registrant and J. Stephen Grassbaugh dated as of February 24, 1989 is incorporated by reference to Exhibit 10.10 to Form 10-K for the fiscal year ended December 31, 1988.
10.6 1984 Stock Option Plan is incorporated by reference to Exhibit 4.7 to Registration Statement No. 2-92722.
10.7 1987 Stock Option Plan is incorporated by reference to Exhibit 10.12 to Form 10-K for the fiscal year ended December 31, 1986.
10.8 Amended and Restated 1993 Employee Stock Option Plan.
10.9 1987 Stock Option Plan for Non-Employee Directors is incorporated by reference to Exhibit 10.17 to Form 10-K for the fiscal year ended December 31, 1987.
10.10 1993 Stock Option Plan for Non-Employee Directors is incorporated by reference to Exhibit 10.4 to Form 10-Q for the fiscal quarter ended June 30, 1993.
10.11 Form of Stock Option Agreement used in connection with the 1984 Stock Option Plan is incorporated by reference to Exhibit 4.11 to Registration Statement No. 2-92722.
10.12 Form of Stock Option Agreement used in connection with the 1987 Stock Option Plan is incorporated by reference to Exhibit 10.17 to Form 10-K for the fiscal year ended December 31, 1986.
10.13 Form of Stock Option Agreement used in connection with the 1993 Employee Stock Option Plan is incorporated by reference to Exhibit 10.17 to Form 10-K for the fiscal year ended December 31, 1993.
10.14 Form of Stock Option Agreement used in connection with the 1987 Stock Option Plan for Non- Employee Directors is incorporated by reference to Exhibit 10.23 to Form 10-K for the fiscal year ended December 31, 1987.
10.15 Form of Stock Option Agreement used in connection with the 1993 Stock Option Plan for Non- Employee Directors is incorporated by reference to Exhibit 10.19 to Form 10-K for the fiscal year ended December 31, 1993.
10.16 1993 Common Stock Purchase Plan for Non-Employee Directors is incorporated by reference to Exhibit 10.3 to Form 10-Q for the fiscal quarter ended June 30, 1993.
10.17 Directors' Retirement Consulting Plan is incorporated by reference to Exhibit 10.22 to Form 10- K for the fiscal year ended December 31, 1984.
10.18 Key Executive Bonus Plan is incorporated by reference to Exhibit 10.2 to Form 10-Q for the fiscal quarter ended June 30, 1993.
10.19 Pension Restoration Plan.
10.20 Asset Purchase Agreement dated as of November 25, 1991 by and between the Registrant and Ball Corporation is incorporated by reference to Exhibit 1 to Form 8-K dated November 24, 1991.
10.21 Asset Purchase Agreement, dated as of December 11, 1992, by and between Crown Cork & Seal Company, Inc. and Kerr Group, Inc. is incorporated by reference to Exhibit 1 to Form 8-K dated December 11, 1992.
10.22 Lease dated as of March 11, 1986 between Northrop Corporation and Registrant with respect to Registrant's principal executive offices, including related amendment to the Lease dated as of September 30, 1986 is incorporated by reference to Exhibit 10.24 to Registration Statement No. 33-08212.
10.23 Lease dated August 1, 1988 between KCB Development, as lessor, and SCP Corporation, as lessee.
10.24 Lease dated October 5, 1989 between Century 21 Associates, as lessor, and Santa Fe Plastic Corporation, as lessee, is incorporated by reference to Exhibit 10.3 to Form 10-Q for the fiscal quarter ended September 30, 1994.
10.25 Lease between the Industrial Development Board of the City of Jackson and Kerr Group, Inc., Dated as of May 14, 1993 is incorporated by reference to Exhibit 10.5 to Form 10-Q for the fiscal quarter ended June 30, 1993.
10.26 Amended and restated lease dated as of May 16, 1994 between Phoenician Properties, as lessor, and Kerr Group, Inc., as lessee,is incorporated by reference to Exhibit 10.4 to Form 10-Q for the fiscal quarter ended September 30, 1994.
10.27 Amendment dated May 18, 1994 between Century 21 Associates and Kerr Group, Inc. related to lease dated October 5, 1989 is incorporated by reference to Exhibit 10.5 to Form 10-Q for the fiscal quarter ended September 30, 1994.
10.28 Lease agreement dated June 30, 1994 between Bowling Green-Warren County Industrial Authority IV, Inc. and Kerr Group, Inc. is incorporated by reference to Exhibit 10.6 to Form 10-Q for the fiscal quarter ended September 30, 1994.
10.29 Note Agreement dated as of September 15, 1993 between Kerr Group, Inc. and the Purchasers identified therein is incorporated by reference to Exhibit 2 to Form 8-K dated September 21, 1993.
10.30 Line of Credit between PNC Bank and Kerr Group, Inc. dated May 2, 1994 is incorporated by reference to Exhibit 10.1 to Form 10-Q for the fiscal quarter ended June 30, 1994.
10.31 Receivables Purchase Agreement dated as of January 19, 1995 between Kerr Group, Inc., as the seller, and PNC Bank, N.A., as the purchaser.
10.32 Line of Credit between the Bank of Boston and Kerr Group, Inc. dated February 9, 1995.
10.33 Amendment dated February 24, 1995 of the Receivables Purchase Agreement dated as of January 19, 1995 between Kerr Group, Inc., as the seller, and PNC Bank, N.A., as the purchaser.
11.1 Statement re: Computation of Per Common Share Earnings (Loss).
13.1 Registrant's Annual Report to Stockholders for the fiscal year ended December 31, 1994, pages 12 through 38.
21.1 Subsidiaries
23.1 Consent of Independent Certified Public Accountants.
99.1 Undertaking is incorporated by reference to Exhibit 28.1 to Form 10-K for the year ended December 31, 1982.
The Registrant has no additional long-term debt instruments in which the total amount of securities authorized under any instrument exceeds 10% of total assets of the Registrant and its subsidiaries on a consolidated basis. The Registrant hereby agrees to furnish a copy of any such long-term debt instrument upon the request of the Securities and Exchange Commission.
b. Reports on Form 8-K
None
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.
KERR GROUP, INC.
By: Roger W. Norian ------------------------------------- Roger W. Norian, Chairman President and Chief Executive Officer
Dated: March 29, 1995 Los Angeles, California
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
INDEPENDENT AUDITOR'S REPORT
To the Stockholders and Board of Directors of Kerr Group, Inc.:
Under date of February 28, 1995, we reported on the consolidated balance sheets of Kerr Group, Inc. as of December 31, 1994 and 1993, and the related consolidated statements of earnings (loss), common stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1994, as contained in the 1994 annual report to stockholders. These consolidated financial statements and our report thereon are incorporated by reference in the annual report on Form 10-K for the year 1994. In connection with our audits of the aforementioned consolidated financial statements, we also have audited the related supplementary financial statement schedule as listed in Item 14a(i). This supplementary financial statement schedule is the responsibility of the company's management. Our responsibility is to express an opinion on this supplementary financial statement schedule based on our audits.
In our opinion, such supplementary financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for postretirement benefits other than pensions and income taxes in 1993.
KPMG Peat Marwick LLP
Los Angeles, California February 28, 1995
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SCHEDULE VIII
KERR GROUP, INC.
Valuation and Qualifying Accounts
Three years ended December 31, 1994 (in thousands)
Note: Allowance for doubtful accounts presented in the table above is related to continuing operations only. Allowance for doubtful accounts associated with the Commercial Glass Container Business and Metal Crown Business of the Registrant in 1992 has been reported as a component of net current assets related to discontinued operations in the Registrant's Consolidated Balance Sheets.
(a) These deductions represent uncollectible amounts charged against the reserve.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
KERR GROUP, INC.
FORM 10-K for year ended December 31, 1994
INDEX TO EXHIBITS FILED SEPARATELY WITH FORM 10-K
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