ITEM 2. PROPERTIES - ------------------
The main plant and corporate offices are located in Hartsville, South Carolina. The Company has 181 branch or manufacturing operations in the United States, 25 in Canada and 73 in 27 other international countries.
Information about the Company's manufacturing operations by segment follows:
The Company believes that its properties are suitable and adequate for current needs and that the total productive capacity is adequately utilized.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS - -------------------------
In the normal course of business, the Company is a party to various legal proceedings incidental to its business and is subject to a variety of environmental and pollution control laws and regulations in all jurisdictions in which it operates. On May 3, 1994, a civil action was filed against the Company in the United States District Court for the District of Massachusetts by Integrated Bagging Systems Corporation and BPI Packaging Technologies, Inc. for alleged patent infringement. The suit also seeks to have a patent owned by the Company declared invalid. There were no new developments in this matter during 1995, and the Company believes this lawsuit is without merit. The Company continues to vigorously defend its position and expects to prevail.
Although the level of future expenditures for legal and environmental matters is impossible to determine with any degree of probability, it is management's opinion that such costs, when finally determined, will not have a material adverse effect on the consolidated financial position, liquidity or results of operation, of the Company.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - -----------------------------------------------------------
None.
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SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER - ------------------------------------------------------------------------- MATTERS - -------
Market and Market Prices of Common Stock
The Company's common stock began trading on the New York Stock Exchange (NYSE) March 8, 1995, under the stock symbol "SON". Prior to that date, the common stock was traded on the NASDAQ National Market System. The Comparative Highlights in the 1995 Annual Report to Shareholders (Exhibit 13 of this report) shows, by quarter, the high and low price on the NASDAQ market for the period January 1, 1994 through March 7, 1995, and the NYSE for the period March 8, 1995 through December 31, 1995, and is hereby incorporated by reference herein.
Approximate Number of Security Holders
There were approximately 33,000 shareholder accounts as of March 3, 1996.
Dividends
Information required is included in the Comparative Highlights in the 1995 Annual Report to Shareholders, and is hereby incorporated by reference herein.
On April 19, 1995, the Board of Directors declared a five percent stock dividend for all shareholders, and of record May 19, 1995, to be distributed on June 9, 1995.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA - -------------------------------
The Selected Eleven-Year Financial Data in the 1995 Annual Report to Shareholders provides the required data, and is hereby incorporated by reference herein.
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SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND - ------------------------------------------------------------------------ RESULTS OF OPERATIONS - ---------------------
The information presented under Management's Discussion and Analysis of the 1995 Annual Report to Shareholders is hereby incorporated by reference herein.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - ---------------------------------------------------
Consolidated Financial Statements
The consolidated financial statements, notes to consolidated financial statements and the report of Certified Public Accountants for the Company included in the 1995 Annual Report to Shareholders are hereby incorporated by reference herein.
Supplementary Financial Data
The information set forth under "Comparative Highlights" in the 1995 Annual Report to Shareholders is hereby incorporated by reference herein.
II-2
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and Directors of Sonoco Products Company:
Our report on the consolidated financial statements of Sonoco Products Company has been incorporated by reference in this Form 10-K from page 45 of the 1995 Annual Report to Shareholders of Sonoco Products Company. In connection with our audits of such financial statements, we have also audited the related financial statement schedule listed in the exhibit index of this Form 10-K.
In our opinion, the financial statement schedule referred to above, when considered in relation to the basic fianancial statements taken as a whole, presents fairly, in all material respects, the information required to be included therein.
/s/ Coopers & Lybrand L.L.P. ---------------------------- COOPERS & LYBRAND L.L.P.
Charlotte, North Carolina January 31, 1996
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SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND - ----------------------------------------------------------------------- FINANCIAL DISCLOSURE - --------------------
None.
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SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT - -----------------------------------------------------------
Identification of Directors
Information about the Directors of the Company and Compliance with the Securities Exchange Act of 1934 is shown on pages 4 through 10 and page 27, respectively, of the Definitive Proxy Statement (included as Exhibit 99-1 of this report) and is hereby incorporated by reference herein.
Identification of Executive Officers
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SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT, CONTINUED - -----------------------------------------------------------
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SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT, CONTINUED - -----------------------------------------------------------
Family Relationships ---------------------
C. W. Coker and F. L. H. Coker are brothers and the first cousins of J. L. Coker and P. C. Coggeshall, Jr.
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SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION - -------------------------------
Executive Compensation, as discussed on pages 14 - 16 and pages 18 - 23 of the Proxy Statement, included as Exhibit 99-1 of this report, is hereby incorporated by reference herein.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT - -----------------------------------------------------------------------
The security ownership of management as shown on pages 12 - 13 of the Proxy Statement, Exhibit 99-1 of this report, is hereby incorporated by reference herein.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - -------------------------------------------------------
Transactions with management as shown on pages 23 - 24 of the Proxy Statement, included as Exhibit 99-1 of this report, is hereby incorporated by reference herein.
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SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K - ------------------------------------------------------------------------
Data incorporated by reference from the 1995 Annual Report to Shareholders (included as Exhibit 13 of this report):
Comparative Highlights (Selected Quarterly Financial Data)
Management's Discussion and Analysis of Financial Condition and Results of Operations
Selected Eleven-Year Financial Data
Consolidated Balance Sheets as of December 31, 1995 and 1994
Consolidated Statements of Income for the years ended December 31, 1995, 1994 and 1993
Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows for the years ended December 31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements
Shareholder Information (Selected Financial Data)
Data submitted herewith:
Report of Independent Accountants (included under Item 8)
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SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON - --------------------------------------------------------------- FORM 8-K, CONTINUED - --------
Financial Statement Schedule:
Schedule II - Valuation and Qualifying Accounts
All other schedules are omitted because they are not required, are not applicable or the required information is given in the financial statements or notes thereto.
Exhibits:
* Incorporated by reference to the Registrant's Form S-3 (filed October 4, 1993, File No. 33-50503, and June 6, 1991, File No. 33-40538).
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SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON - --------------------------------------------------------------- FORM 8-K, CONTINUED - --------
Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the fourth quarter of 1995.
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SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (DOLLARS IN THOUSANDS)
(1) Includes amounts written off, translation adjustments and payments.
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SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES
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, on this 27th day of March 1996.
SONOCO PRODUCTS COMPANY
/s/ C. W. Coker ---------------------------- C. W. Coker Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report is signed below by the following person on behalf of the Registrant and in the capacities indicated on this 27th day of March 1996.
/s/ F. T. Hill, Jr. ------------------------------- F. T. Hill, Jr. Chief Financial Officer (and Principal Accounting Officer)
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SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES
SIGNATURES, CONTINUED - ----------
/s/ C. W. Coker Chief Executive Officer and - ----------------------------- Director C. W. Coker
/s/ P. C. Browning President, Chief Operating Officer and - ----------------------------- Director P. C. Browning
/s/ L. Benatar Senior Vice President and - ----------------------------- Director L. Benatar
/s/ C. J. Bradshaw Director - ----------------------------- C. J. Bradshaw
/s/ R. J. Brown Director - ----------------------------- R. J. Brown
/s/ F. L. H. Coker Director - ----------------------------- F. L. H. Coker
Director - ----------------------------- J. L. Coker
/s/ T. C. Coxe, III Director - ----------------------------- T. C. Coxe, III
/s/ A. T. Dickson Director - ----------------------------- A. T. Dickson
/s/ R. E. Elberson Director - ----------------------------- R. E. Elberson
/s/ J. C. Fort Director - ----------------------------- J. C. Fort
/s/ P. Fulton Director - ----------------------------- P. Fulton
/s/ B. L. M. Kasriel Director - ----------------------------- B. L. M. Kasriel
Director - ----------------------------- R. C. King, Jr.
/s/ E. H. Lawton, Jr. Director - ----------------------------- E. H. Lawton, Jr.
/s/ H. L. McColl, Jr. Director - ----------------------------- H. L. McColl, Jr.
/s/ E. C. Wall, Jr. Director - ----------------------------- E. C. Wall, Jr.
/s/ Dona Davis Young Director - ------------------------------ Dona Davis Young
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SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES
EXHBIT INDEX
*Incorporated by reference to the Registrant's Form S-3 (filed October 4, 1993, File No. 33-50503, and June 6, 1991, file No. 33-40538).