Item 1. Business
Bell Industries, Inc. ("Bell" or "the Company") is primarily a national distributor of electronic components. In addition, Bell also distributes graphic arts and recreational-related products. Bell presently employs 1,400 persons.
The Electronics Group (79% of 1994 sales) includes one of the nation's largest electronic components distributors, which sells semiconductors; passive and electromechanical components; connectors; and personal computers, software and related accessories. The group also manufactures high-precision, close-tolerance products for the computer and aerospace markets. The Graphic Arts Group (13% of 1994 sales) distributes electronic imaging equipment, film, plates, chemicals, and related supplies throughout California and southern Nevada to the advertising and printing industries. After-market products for the recreational vehicle, motorcycle, mobile home, snowmobile, and marine industries are distributed by the Recreational Products Group (8% of 1994 sales).
The Electronics Group's distribution business markets electronic components through seven regional service centers and over 20 sales facilities located throughout the United States. Regional service centers support selling operations in the following geographic areas and locations: Northwest (Sunnyvale, California); Southwest (Orange County, California); Central (Chicago, Illinois); Heartland (Indianapolis); Northeast (Boston, Massachusetts); Mid-Atlantic (Philadelphia, Pennsylvania) and Southern (Orlando, Florida). The group's microcomputer distribution and services business is based in Indianapolis, Indiana and provides services through four facilities located in Indiana, Ohio and Kentucky. Electronics manufacturing facilities are located in Redmond, Washington, Mountain View, California and Gardena, California.
The Graphic Arts Group is based in Los Angeles, California and markets its products through five distribution facilities located in California and Nevada. The Recreational Products Group distributes products from facilities in St. Paul, Minnesota and Milwaukee, Wisconsin.
For additional information regarding the Company's business and developments during the year, see "Item 7. Management's Discussion and Analysis of Results of Operations and Financial Condition."
In 1994, the Company acquired LMB Microcomputers, Inc., a privately-owned personal computer reseller, which complements Bell's established presence in the major corporate and institutional PC market in the Midwest.
Item 2.
Item 2. Properties
At June 30, 1994, the Company leased 52 facilities containing approximately 818,000 square feet and owned 9 facilities containing an aggregate of approximately 333,000 square feet. The facilities utilized by each of the Company's business segments are set forth in the following table:
For the most part, the Company's facilities are fully utilized, although excess capacity exists from time to time, based on product mix and demand. Management believes that these properties are in good condition and suitable for their present use.
The Company has subleased substantially all of the facilities related to discontinued operations.
Item 3.
Item 3. Legal Proceedings
The Company is not involved in any litigation of a material nature which might affect its financial condition.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable
Executive Officers of the Registrant
The Executive Officers of the Registrant, all of whom hold office until the meeting of the Board of Directors following the next annual meeting of shareholders and until their successors have been elected or appointed, are as follows:
(1) Paul F. Doucette's wife is the niece of Theodore Williams.
(2) Tracy A. Edwards was a Senior Manager with Price Waterhouse for the five years prior to his appointment as Vice President and Chief Financial Officer.
(3) Also serves as a member of the Board of Directors.
(4) Stephen A. Weeks was employed in several accounting management positions for the five years prior to his appointment as Treasurer.
PART II
Item 5.
Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters
Bell's common stock (ticker symbol BI) is listed on the New York and Pacific Stock Exchanges. The following table shows the high, low and closing market prices for the Company's common stock during the most recent two years.
The Company declared and paid dividends of $.10 per share for the quarters ended September 30, 1992 and December 31, 1992. No cash dividends have been declared subsequent to December 31, 1992. In July 1993, the Company declared a 4% stock dividend payable to shareholders of record on August 20, 1993. Fiscal 1993 per share prices in the table above were not adjusted for the stock dividend.
Approximate number of record holders of common stock as of August 22, 1994: 1,500.
Item 6.
Item 6. Selected Financial Data
(Dollars in thousands, except per share data)
(1) Includes before-tax provisions for computer write-down ($4,400) in 1992 and facility closure ($3,500) in 1991. (2) Adjusted to give effect to 4% stock dividend declared in July 1993 (excluding cash dividend and market price data). (3) Includes special cash dividend of $4.00 per share declared in 1990.
Item 7.
Item 7. Management's Discussion and Analysis of Results of Operations and Financial Condition
RESULTS OF OPERATIONS
Results of operations by business segment were as follows (in thousands):
FISCAL 1994 COMPARED WITH FISCAL 1993
Overall Results
For fiscal 1994, net sales increased 23% to $451.2 million and operating income increased 27% to $28.2 million. Income from continuing operations, as well as net income, was $9.1 million, or $1.45 per share, compared to income from continuing operations of $5 million, or $.81 per share, in fiscal 1993. After providing for the effects of an accounting change and losses on discontinued operations, the Company recorded a net loss of $5 million, or $.81 per share, in the prior year.
Continuing Operations
Electronics Group sales increased 27% to $358 million and operating income increased 35% to $23.7 million. The improved performance was primarily attributed to strong electronic component shipments, including the first significant sales from the Company's franchise agreement with IBM Microelectronics. Operating income improvement was attributed to stronger sales, while operating expenses remained unchanged due to the Company's restructuring and cost control programs. These improvements were partially offset by reductions in gross margins in electronic components sales due to product mix changes primarily arising from increased sales of lower margin memory and microprocessor products. While IBM products contributed to the group's excellent performance for the year, the longer term impact of this line on the Company's electronics business is difficult to judge given IBM's recent entry in the electronic component merchant market.
The Electronics Group sells the following products to over 20,000 customers nationally: semiconductors (Analog Devices, IBM, Maxim, National Semiconductor, SGS-Thomson, Siliconix); passive components (Aromat, Bourns, Kemet, Vishay); connectors (Amphenol, Berg); computers (Apple, Compaq, Hewlett-Packard, IBM); power supplies (Power-One) and board-level products. The group provides value-added services including Bell's Just-In-Time Delivery System, assembly of custom cables, harnesses and connectors, contract purchasing and direct programming of chips. Group manufacturing operations produce switches, push-buttons and electroluminescent panels used in commercial aircraft; precision stampings used in the personal computer industry; and electronic components including coils, filters and chokes marketed under the J. W. Miller name.
Graphic Arts Group sales increased 6% to $58.8 million while operating income decreased 34% to $1.4 million. Margin pressures resulting from adverse economic conditions in California contributed to the overall decrease in operating performance for the group. Results during the last half of fiscal 1994 improved over the first six months as a result of programs to increase gross margins and reduce operating expenses.
Major product lines distributed by the Graphic Arts Group include film, plates, chemicals and other printing supplies from Agfa, DuPont, Eastman Kodak, and 3M, as well as prepress and related electronic imaging equipment from Agfa, Apple, Howtek, Intergraph, and Screen.
Sales and operating income for the Recreational Products Group increased 24% to $34.4 million and 20% to $3.1 million, respectively. Sales and income growth resulted from enhanced efforts to penetrate winter product markets and the expansion of certain product lines.
The Recreational Products Group sells parts and accessories to dealers for motor homes, mobile homes, motorcycles, snowmobiles, boats and other recreational vehicles. The group supplies more than 9,000 recreational vehicle-related products, as well as over 8,500 marine items, 11,000 motorcycle items, and 4,000 snowmobile items. Major product lines distributed by the group include Alcoa, Coleman/Recreational Products, Inc., Dunlop, NGK, and Nordyne.
The following table sets forth the consolidated percentage relationship of various costs and expenses to net sales:
The increase in cost of products sold primarily resulted from product mix changes in electronics distribution. Selling, general and administrative expenses decreased as a result of cost control programs. Interest expense decreased due to reductions in long-term debt. The Company's income tax rate on continuing operations was 42% in both fiscal 1994 and 1993. In fiscal 1992, the income tax rate of 53.5% resulted from lower earnings and the effects of certain expenses for which tax benefits are limited, including goodwill and state income taxes.
Discontinued Operations
During the last half of fiscal 1993, the Company recorded an after-tax charge of $8.1 million in connection with a plan to dispose of its Building Products Group. Income tax benefits of approximately $5.9 million were recorded in connection with the disposal charge. In July 1993, the Company sold a majority of the assets of the discontinued operations for approximately $11 million in cash. During the first quarter of fiscal 1995, the Company sold substantially all of the remaining operating net assets of the discontinued operations for cash and notes totaling approximately $4.5 million.
FISCAL 1993 COMPARED WITH FISCAL 1992
For fiscal 1993, net sales increased 3% to $365.3 million and operating income increased 11% to $22.2 million. Income from continuing operations was $5 million, or $.81 per share, compared to income from continuing operations of $0.9 million, or $.15 per share, for the prior year. The Company recorded a net loss of $5 million, or $.81 per share, compared to net income of $0.4 million, or $.07 per share, in fiscal 1992.
Electronics Group sales increased 3% to $282.2 million and operating income increased 10% to $17.5 million. Sales growth was primarily attributed to strong electronic component and computer systems shipments in the eastern, southern and southwestern United States. Value-added and telemarketing programs also contributed to the solid sales performance. In addition, sales increased as a result of strong shipments of precision-stamped metal products for the electronics and computer industries. Operating income improvement was attributed to sales growth and previously announced restructuring and payroll cost reduction programs and increased manufacturing volumes. These improvements were partially offset by reductions in gross margins in electronics distribution during the year due to product mix changes and competitive pressures.
Graphic Arts Group sales were $55.4 million, a 5% increase over the prior year. Operating income increased 32% to $2.1 million. Sales and operating income benefited from the expansion into new product lines, including electronic imaging equipment, and stronger market performance in northern California. Operating margins improved as a result of efficiency programs.
Recreational Products Group sales increased 7% due to stronger marketing efforts and favorable weather conditions. Operating income increased slightly as a result of increased sales offset by decreases in gross margins due to competitive pricing efforts and changes in product mix.
FINANCIAL CONDITION
At June 30, 1994, the Company continued to maintain a strong financial position as set forth in the following table (dollars in thousands, except per share amounts):
In fiscal 1994, operating activities generated cash totaling $6.6 million compared to $2.7 million in the prior year. The increase in operating cash flows in fiscal 1994 was primarily related to the growth in earnings offset by increased investment in working capital required to support the Company's electronics business. Cash provided by investing activities included the proceeds from the sale of certain assets of discontinued operations. Offsetting these proceeds were payments for accounts payable and other obligations relating to the discontinued operations. In addition, the Company invested $5.9 million to acquire a microcomputer distribution and services business during the year. Investing activity cash flows in the prior year included the addition of peripheral equipment for the Company's computer system and the addition of leasehold improvements and related equipment at the Company's corporate offices. Financing activity cash flows primarily included scheduled and optional repayments on the Company's Senior Notes. Non-cash investing and financing activities for fiscal 1994 included a $1.6 million equipment addition which was financed through a capital lease.
The Company believes that sufficient cash resources exist to support short-term requirements, including debt and lease payments, and longer term objectives, through available cash, bank borrowings, cash realized on the disposition of discontinued operations, and cash generated from continuing operations.
Item 8.
Item 8. Financial Statements and Supplementary Data
The financial data included in the financial statement schedule should be read in conjunction with the consolidated financial statements. All other schedules have been omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto. The individual financial statements of the Company have been omitted since the Company is primarily an operating company and the subsidiaries included in the consolidated financial statements are considered wholly owned and deemed to be totally held and do not have indebtedness to any person other than the Company or its consolidated subsidiaries in amounts which together exceed five percent of total consolidated assets as of June 30, 1994.
REPORT OF INDEPENDENT ACCOUNTANTS Price Waterhouse LLP
To the Board of Directors and Shareholders of Bell Industries, Inc.
In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Bell Industries, Inc. and its subsidiaries at June 30, 1994 and 1993, and the results of their operations and their cash flows for each of the three years in the period ended June 30, 1994, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above.
As discussed in the Notes to Consolidated Financial Statements, the Company changed its method of accounting for postretirement benefits in fiscal 1993.
PRICE WATERHOUSE LLP
Los Angeles, California August 3, 1994
CONSOLIDATED STATEMENT OF OPERATIONS (In thousands, except per share data)
CONSOLIDATED BALANCE SHEET (Dollars in thousands)
See accompanying Notes to Consolidated Financial Statements.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Dollars in thousands)
See accompanying Notes to Consolidated Financial Statements.
CONSOLIDATED STATEMENT OF CASH FLOWS (In thousands)
See accompanying Notes to Consolidated Financial Statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SUMMARY OF ACCOUNTING POLICIES
Principles of consolidation - The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All significant intercompany transactions have been eliminated.
Cash and cash equivalents - The Company considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. The carrying amount of cash equivalents approximates fair value.
Revenue recognition and receivables - The Company is a distributor of electronic components, graphic arts supplies and equipment, and recreational-related products. Sales are recognized and trade receivables are recorded when products are shipped. Concentrations of credit risk with respect to trade receivables are limited due to the large number and general dispersion of trade accounts which constitute the Company's customer base. The Company performs ongoing credit evaluations of its customers and generally does not require collateral. The Company estimates reserves for potential credit losses and such losses have been within these estimates.
Inventories - Inventories are stated at the lower of cost (determined using weighted average and first-in, first-out methods) or market (net realizable value).
Properties, depreciation and amortization - All properties are depreciated using the straight-line method based upon estimated useful lives which range from 15 to 40 years for buildings and 3 to 10 years for machinery and equipment. Leasehold improvements and assets recorded under capital leases are amortized over the shorter of their estimated service lives or the term of the lease.
Intangibles - Cost in excess of the fair value of net assets of purchased businesses (goodwill) is amortized using the straight-line method over 25 years. The costs of other intangible assets purchased from acquired businesses, primarily composed of customer lists, franchise agreements and the assembled work force, are being amortized using the straight-line method over their estimated lives ranging from 5 to 10 years.
Income taxes - Provision is made for the tax effects of temporary differences between the financial reporting basis and the tax basis of the Company's assets and liabilities. In estimating deferred tax balances, the Company considers all expected future events other than enactments of changes in the tax law or rates.
Stock option plans - The Company recognizes compensation expense relating to the plans in an amount equal to the difference between the market value of shares at the date of option grant and the expected proceeds upon exercise. Such compensation expense is accrued ratably over the period to be benefited. When an installment of a grant is exercised, common stock is credited with the par value of shares issued and other paid-in capital is credited with the balance of market value at date of grant.
Per share data - Operating results data per common and common equivalent share is based upon the weighted average number of common and common equivalent shares outstanding, after adjustment to reflect the 4% stock dividend declared in July 1993. Common equivalent shares represent the net number of shares which would be issued assuming the exercise of dilutive stock options, reduced by the number of shares which could be repurchased from the proceeds of such exercises.
ACCOUNTING CHANGES
During fiscal 1993 the Company adopted two new accounting principles, Statement of Financial Accounting Standards (SFAS) No. 106, "Employers' Accounting for Postretirement Benefits Other than Pensions" and SFAS No. 109 "Accounting for Income Taxes."
The Company provides postretirement medical coverage for qualifying employees. Annual costs associated with these benefits, which were immaterial to the Company's financial results, were previously expensed as incurred. In 1993, the Company implemented SFAS No. 106 and elected to record the previously unrecognized obligation covering prior years for postretirement medical coverage provided to qualifying employees. The charge of $830,000 relating to this accounting change was recorded net of estimated tax benefits of $600,000. Accumulated and vested benefit obligations relating to postretirement medical benefits were not significant at June 30, 1994 and 1993.
SFAS No. 109 replaced the Company's prior method of accounting for income taxes under SFAS No. 96. The cumulative and current annual impact of the accounting change was not material to the financial position or operating results of the Company.
DISCONTINUED OPERATIONS
In April 1993, the Company's Board of Directors adopted a plan to dispose of its Building Products Group. In connection with this plan, the Company recorded an after-tax loss on disposal of $8.1 million which included a provision for future operating costs during the phase-out period, primarily lease commitments of approximately $2.0 million, and adjustments of net assets to estimated realizable values. Income tax benefits of $5.9 million were recorded in connection with the disposal charge.
Summarized operating results of discontinued operations through the measurement date of March 31, 1993 were as follows (in thousands):
Operating losses of discontinued operations subsequent to the measurement date through June 30, 1994 totaled approximately $0.6 million.
Net assets of discontinued operations at June 30, 1994 and 1993 included the following (in thousands):
In July 1993, the Company sold a majority of the assets of the discontinued operations for approximately $11 million in cash. The Company retained liabilities, primarily accounts payable and accrued payroll costs, in connection with the asset sale. During the first quarter of fiscal 1995, the Company sold substantially all of the remaining operating net assets of the discontinued operations for cash and notes totaling approximately $4.5 million.
COMPUTER WRITE-DOWN
During 1992, management decided to replace the mainframe computer which was utilized by a substantial portion of the Company's operations. The resulting before-tax charge of $4.4 million represented the remaining book value of the old computer equipment which was replaced.
NOTES PAYABLE
Notes payable at June 30, 1994 and 1993 consisted of the following (in thousands):
The Company's bank loan agreement provides for a $25 million secured revolving line of credit which is available through October 1995. Borrowings against the line accrue interest at either the bank's reference rate or LIBOR plus .875% (5.375% at June 30, 1994). The Company is subject to an annual commitment fee of .25% on the unused line of credit.
The agreement underlying the 9.70% Senior Notes, as amended, requires the Company to make annual principal payments. In addition, the Company has the right, but not the obligation, to prepay $2 million in fiscal 1995. Interest payments on the Senior Notes are due in semi-annual installments.
The fair value of the Senior Notes at June 30, 1994 was approximately $39 million. The fair value was estimated using an interest rate currently available to the Company for debt with similar terms and remaining maturities.
In connection with certain amendments to the Senior Note agreement, the noteholders received warrants to purchase 187,200 shares of the Company's common stock. The warrants may be exercised at any time prior to February 1, 2001 at $13.05 per share.
The Senior Notes and bank borrowings under the revolving line of credit are secured by receivables and certain inventories of the Company. These agreements contain various provisions for the maintenance of financial ratios and amounts, limitations on long-term borrowings, payments of cash dividends, and other provisions.
Aggregate maturities of notes payable are as follows (in thousands):
COMMON STOCK
The Company's 1990 Stock Option and Incentive Plan (the 1990 Plan), which succeeded the 1981 Restricted Stock Purchase Plan, authorized 500,000 shares of common stock to be available for purchase by employees. Under the 1990 Plan, both incentive and nonqualified stock options, stock appreciation rights and restricted stock may be granted. At June 30, 1994, 511,097 shares were reserved for future issuance under both plans.
A summary of changes under the plans follows:
In fiscal 1994, the shareholders approved the Bell Industries Employees' Stock Purchase Plan (the ESPP) under which 750,000 shares were authorized for future issuance to Bell employees. Eligible employees may purchase Bell stock at 85% of market value through the ESPP. No shares were issued in 1994 under the ESPP.
In July 1994, the Board of Directors approved the 1994 Stock Option Plan covering 500,000 shares. This plan is subject to shareholder approval at the next annual meeting.
In July 1993, the Board of Directors declared a 4% stock dividend payable to shareholders of record on August 20, 1993. Share and per share amounts were adjusted to give effect to the dividend.
INCOME TAXES
The income tax provision charged to continuing operations was as follows (in thousands):
A reconciliation of income tax expense to the statutory federal income tax rate follows (dollars in thousands):
The provision (credit) for deferred income taxes from continuing operations is summarized as follows (in thousands):
Deferred tax balances were composed of the following (in thousands):
Current deferred income tax benefits included with prepaid expenses and other and noncurrent deferred income tax benefits included with other assets were as follows (in thousands):
EMPLOYEE BENEFIT AND DEFERRED COMPENSATION PLANS
The Company has a qualified, trusteed, savings and profit sharing plan for employees of the Company and its subsidiaries. Employees must contribute at least 1% of their annual compensation to participate in the plan. The Company's contribution to the plan is determined by the Board of Directors. The Company's contributions were $500,000 in 1994, $250,000 in 1993, and $0 in 1992.
The Company has employment and deferred compensation agreements with certain current and retired officers. Expense associated with the deferred compensation element of the agreements was $331,000 in 1994, $343,000 in 1993 and $192,000 in 1992.
COMMITMENTS AND CONTINGENCIES
At June 30, 1994 the Company had operating leases on certain of its facilities expiring in various years through fiscal 2000. Under certain of these leases the Company is required to pay property taxes and insurance. Rent expense pertaining to these leases was $3,821,000 in 1994, $3,899,000 in 1993 and $3,692,000 in 1992. The Company has certain computer equipment under capital leases. Amortization of capitalized leases amounted to $1,580,000 in 1994 and $1,157,000 in 1993. Non-cash investing and financing activities for fiscal 1994 included a $1.6 million equipment addition which was financed through a capital lease.
Minimum annual rentals on these leases for years subsequent to 1994 are as follows (in thousands):
The Company is involved in litigation incidental to its business. In the opinion of management, the expected outcome of such litigation will not materially affect the Company's financial position or results of operations.
BUSINESS SEGMENT INFORMATION
Depreciation and amortization, identifiable assets and capital expenditures by business segment are as follows (in thousands):
The net sales and operating income of each of the Company's business segments are included under "Item 7. Management's Discussion and Analysis of Results of Operations and Financial Condition." A description of the Company's business and products appears under "Item 1. Business." Sales between product groups are insignificant. Corporate assets are primarily cash, data processing equipment and deferred income tax benefits.
The Company purchased a microcomputer distribution and services business during 1994 for approximately $5.9 million cash. Goodwill involved in the transaction was approximately $1.6 million. Operating results for the purchased business were not significant.
QUARTERLY RESULTS OF OPERATIONS (Unaudited) (in thousands, except per share data)
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
(a) Directors: The information required by Item 10 with respect to directors appears in the Proxy Statement for the 1994 Annual Meeting of Shareholders and is hereby incorporated by reference.
(b) Executive Officers: The information required by Item 10 with respect to Executive Officers appears in Part I of this Form 10- K.
Item 11.
Item 11. Executive Compensation
The information required by Item 11 appears in the Proxy Statement for the 1994 Annual Meeting of Shareholders and is hereby incorporated by reference.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by Item 12 appears under "Election of Directors" in the Proxy Statement for the 1994 Annual Meeting of Shareholders and is hereby incorporated by reference.
Item 13.
Item 13. Certain Relationships and Related Transactions
The information required by Item 13 appears in the Proxy Statement for the 1994 Annual Meeting of Shareholders and is hereby incorporated by reference.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedule, and Reports on Form 8-K
(a) 1. Financial Statements:
The Consolidated Financial Statements and Report of Independent Accountants dated August 3, 1994 are included under Item 8 of this Annual Report on Form 10-K.
2. Financial Statement Schedule:
The financial statement schedule listed in the Index to Financial Statements included under Item 8 is filed as part of this annual report.
3. Exhibits: 3.a) The Articles of Incorporation and By-laws are incorporated by reference to Exhibits 2 and 4, respectively to Registrant's Form 8-B dated November 19, 1979.
b) Amendment to By-Laws of Bell Industries is incorporated by reference to Exhibit 3 to Registrant's Form 8-K dated November 4, 1992.
4.a) The Specimen of Registrant's Common Stock certificates is incorporated by reference to Exhibit 5 to Amendment number 1 to Registrant's Form 8-B filed January 15, 1980.
b) The Note Purchase Agreement dated February 1, 1991 among Registrant and Insurance Companies named therein providing for the issuance of Registrant's $50,000,000 of 9.7% Senior Notes due February 1, 2001 is incorporated by reference to Exhibit 4.b of the Form 10-K dated June 30, 1991.
c) The First Amendment Agreement, including as exhibits thereto, the Collateral Trust Indenture and Security Agreement, dated June 1, 1992, among Registrant and Insurance Companies named therein providing for certain amendments to the Note Purchase Agreement dated February 1, 1991 is incorporated by reference to Exhibit 4.c of the Form 10-K dated June 30, 1992.
d) The Second Amendment Agreement dated September 15, 1993, among Registrant and Insurance Companies named therein providing for certain amendments to the Note Purchase Agreement dated February 1, 1991 is incorporated by reference to Exhibit 4.d of the Form 10-K dated June 30, 1993.
e) Warrant Agreement dated September 15, 1993 including Form of Warrant Certificate issued to the named Insurance Companies included in the Note Purchase Agreement dated February 1, 1991, as amended, is incorporated by reference to Exhibit 4.e of the Form 10-K dated June 30, 1993.
f) Amendment Agreement dated March 29, 1994, between the Registrant and the Security Trustee named therein providing for certain amendments to the Collateral Trust Indenture and Security Agreement included with the First Amendment Agreement dated June 1, 1992.
g) Letter Agreement dated May 17, 1994, among Registrant and Insurance Companies named therein providing for certain amendments to the Warrant Agreement dated September 15, 1993.
10.a) The Employment and Deferred Compensation Agreements dated January 1, 1979 and the Amendment thereto dated August 6, 1979 concerning certain officers of Registrant are incorporated by reference to Exhibits 9A, 9C and 9D to Amendment number 1 to Registrant's Form 8-B dated November 19, 1979.
b) The 1981 Restricted Stock Purchase Plan is incorporated by reference to Exhibit A of Registrant's definitive Proxy Statement (File No. 1-7899) filed in connection with the Annual Meeting of Shareholders held October 30, 1981.
c) The 1990 Stock Option and Incentive Plan is incorporated by reference to Exhibit A of Registrant's definitive Proxy Statement (File No. 1-7899) filed in connection with the Annual Meeting of Shareholders held October 29, 1990.
d) The 1993 Employees' Stock Purchase Plan is incorporated by reference to Exhibit A of Registrant's definitive Proxy Statement (File No. 1-7899) filed in connection with the Annual Meeting of Shareholders held November 2, 1993.
21. Subsidiaries of the Registrant.
23. Consent of Independent Accountants.
27. Financial Data Schedule.
(b) Reports on Form 8-K:
None.
SIGNATURES
Pursuant to the requirement 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.
BELL INDUSTRIES, INC.
By THEODORE WILLIAMS --------------------------- THEODORE WILLIAMS Chairman of the Board, President and Chief Executive Officer
Date: September 1, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on September 1, 1994 by the following persons on behalf of the Registrant and in the capacities indicated.
EXHIBIT INDEX
10) Material contracts.
21) Subsidiaries of the Registrant.
23) Consent of Independent Accountants.
27) Financial Data Schedule.
(*) Incorporated by reference.