AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 18, 1997
REGISTRATION NO. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------
COMPX INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
DELAWARE 57-0981653
(State or other 3499 (I.R.S. Employer
jurisdiction (Primary Standard Identification Number)
of incorporation or Industrial
organization) Classification Code
Number)
200 OLD MILL ROAD
MAULDIN, SOUTH CAROLINA 29662
(864) 297-6655
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
DAVID A. BOWERS
CHIEF EXECUTIVE OFFICER
COMPX INTERNATIONAL INC.
200 OLD MILL ROAD
MAULDIN, SOUTH CAROLINA 29662
(864) 297-6655
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------
Copies to:
EDWARD J. HARDIN, ESQ. JOHN W. WHITE, ESQ.
ROGERS & HARDIN CRAVATH, SWAINE & MOORE
2700 INTERNATIONAL TOWER WORLDWIDE PLAZA
229 PEACHTREE STREET, N.E. 825 EIGHTH AVENUE
ATLANTA, GEORGIA 30303 NEW YORK, NEW YORK 10019
(404) 522-4700 (212) 474-1000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box.
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration for the
same offering.
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement.
If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.
CALCULATION OF REGISTRATION FEE
Title of Each Class Proposed Maximum Aggregate Amount of
of Offering Price (1) Registration Fee (2)
Securities to be
Registered
Shares of Class A
Common
Stock, $.01 par $100,000,000 $29,500
value
(1) Estimated in accordance with Rule 457(o) under the Securities Act of 1933,
assuming exercise of the Underwriters over-allotment option.
(2) Registration fee calculated on the basis of $295 per $1,000,000 or fraction
thereof of the proposed maximum offering price.
------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
Red Herring Language
[The following text appears along the left margin of the following page]
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
P R O S P E C T U S
[ ] SHARES
COMPX INTERNATIONAL INC.
CLASS A COMMON STOCK
All of the shares of Class A Common Stock, par value $.01 per share
(the "Class A Common Stock"), being offered hereby (the "Offering") are being
sold by CompX International Inc. ("CompX" or the "Company"). A portion of the
net proceeds to the Company from the Offering will be used to fully repay
certain bank indebtedness expected to be incurred to satisfy a note payable
to the Company's sole stockholder prior to the Offering. See
"Use of Proceeds".
Each share of Class A Common Stock entitles its holder to one vote,
and each share of Class B Common Stock, par value $.01 per share
(the "Class B Common Stock" and together with the Class A Common Stock,
the "Common Stock"), of the Company entitles its holder to one vote on all
matters except the election of directors on which each share of Class B Common
Stock is entitled to ten votes. All the shares of Class B Common Stock
are owned by Valcor, Inc. Immediately after consummation of the
Offering (assuming no exercise of the over-allotment option granted to the
Underwriters), Valcor will beneficially own shares of Common Stock having
approximately [ ]% of the combined voting power ([ ]% for election of
directors) of
the outstanding shares of Common Stock.
Prior to the Offering, there has not been a public market for the Class
A Common
Stock of the Company. It is currently estimated that the initial public
offering
price will be between $[ ] and $[ ] per share of Class A Common Stock. See
"Underwriting" for information relating to the factors considered in
determining theinitial public offering price. The Company intends to apply to
have the Class A
Common Stock approved for listing on the New York Stock Exchange (the "NYSE")
under
the symbol "[ ]".
SEE "RISK FACTORS" BEGINNING ON PAGE 13 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE CLASS A COMMON STOCK.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
Underwriting
Price Discounts Proceeds
to and to
Commissions Company (2)
Public (1)
Per Share....................... $ $ $
Total(3)........................ $ $ $
(1) For information regarding indemnification of the Underwriters, see
"Underwriting."
(2) Before deducting expenses estimated at $500,000 payable by the Company.
(3) The Company has granted to the Underwriters a 30-day option to purchase
up to
[ ] additional shares of Class A Common solely to cover over-allotments,
if
any. If such option is exercised in full, the total Price to Public,
Underwriting Discounts and Commissions and Proceeds to Company will be $
, $ and $ , respectively.
The shares of Class A Common Stock are being offered by the several
Underwriters
named herein, subject to prior sale, when, as and if accepted by them and
subject to
certain conditions. It is expected that certificates for the shares of Class A
Common Stock offered hereby will be available for delivery on or about
_______, 1998,
at the office of Smith Barney Inc., 333 West 34th Street, New York, New York
10001.
SALOMON SMITH BARNEY
NATIONSBANC MONTGOMERY SECURITIES, INC.
WHEAT FIRST BUTCHER SINGER
JANUARY [ ], 1998
.................................................................
National Cabinet Lock(R), STOCK LOCKS(R), Waterloo Furniture Components
Limited(R), KeSet(R) and Leverlock(R) are registered trademarks of CompX
International Inc.
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE CLASS A COMMON STOCK,
INCLUDING OVERALLOTMENT, ENTERING STABILIZING BIDS, EFFECTING SYNDICATE COVERING
TRANSACTIONS AND IMPOSING PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES,
SEE "UNDERWRITING."
PROSPECTUS SUMMARY
The following summary should be read in conjunction with, and is qualified in
its entirety by, the more detailed information and financial statements,
including the notes thereto, appearing elsewhere in this Prospectus. As used in
this Prospectus, unless the context requires otherwise, the terms "Company" and
"CompX" refer to CompX International Inc. and its subsidiaries. Unless
otherwise indicated or the context otherwise requires, all share and per-share
data in this Prospectus and all other information relating to the Offering (i)
assume no exercise of the Underwriters' over-allotment option; (ii) gives effect
to the amendment to the Company's certificate of incorporation to change the
Company's authorized capital stock to Class A Common Stock and Class B Common
Stock and preferred stock, par value $.01 per share (the "Preferred Stock"), to
be effected prior to the consummation of the Offering; and (iii) gives effect to
the reclassification of each outstanding share of the Company's current common
stock, par value $1 per share, into 10,200 shares of its newly created Class B
Common Stock which is also to be effected prior to consummation of the Offering.
The Company's operations are comprised of a 52 or 53 week fiscal year. The year
ended December 31, 1992 consisted of a 53 week year, while each of the years
ended December 31, 1993 through 1996 consisted of a 52 week year. The nine
months ended September 30, 1996 and 1997 each consisted of 39 weeks periods.
The comparability of results of operations may be affected by differing lengths
of the respective periods.
THE COMPANY
CompX is a leading manufacturer of ergonomic computer support systems,
precision ball bearing drawer slides and medium-security mechanical locks for
office furniture and a variety of other applications. The Company's products
are principally designed for use in medium- to high-end applications, where
product design, quality and durability are critical to the Company's customers.
CompX believes that, in the North American market, it is among the largest
producers of ergonomic computer support systems for office furniture
manufacturers, among the largest producers of precision ball bearing drawer
slides and among the largest producers of medium-security cabinet locks. In the
first nine months of 1997, CompX generated net sales of $80.3 million, a 24%
increase from the corresponding prior-year period. During the first nine months
of 1997, ergonomic computer support systems, precision ball bearing drawer
slides and medium-security mechanical locks accounted for approximately 33%, 39%
and 27% of net sales, respectively.
OFFICE FURNITURE INDUSTRY DYNAMICS
Approximately 75% of the Company's products are sold to the office
furniture manufacturing industry while the remainder (principally mechanical
locks) are sold for use in other products, such as vending equipment, postal
boxes, electromechanical enclosures and other non-office furniture and
equipment. The U.S. office furniture market generated wholesale sales of
approximately $10.0 billion in 1996, according to estimates by the Business and
Institutional Furniture Manufacturer's Association ("BIFMA"). The dollar value
of U.S. office furniture industry shipments has increased in 23 of the past 25
years and, according to BIFMA estimates, has grown at a compound annual rate of
approximately 7.2% over the three year period ended December 31, 1996. BIFMA
currently estimates that office furniture sales over the next three years will
grow at a compound annual rate of approximately 8.7%. The rate of growth in
this industry ultimately will be affected by certain macroeconomic conditions
such as service industry employment levels, corporate cash flow and non-
residential construction levels. CompX management believes that sales of its
ergonomic computer support systems are experiencing substantially higher rates
of growth than the office furniture industry as a whole.
The Company believes that fundamental shifts in technology, health
considerations and work processes in the office workplace provide new growth
opportunities in the office furniture industry. Increased use of technology has
caused businesses to redesign their workspaces with greater emphasis on the
space efficient integration of computers and other office technologies into the
office workplace as well as the protection of computing equipment from damage
and theft. Additionally, increased regulatory sensitivity to ergonomic concerns
and heightened focus on the risks of repetitive stress injury have also
influenced redesign of the office workplace. In 1996, California became the
first state to adopt legislation relating to ergonomics in the workplace. Such
legislation should have a direct effect on the demand for ergonomically designed
office furniture products, which allow workers to adjust and re-arrange the
orientation of office equipment and supplies for greater comfort and
productivity. Businesses increasingly are seeking changes in work processes to
achieve more efficient workspace utilization, resulting in the creation of new
office furniture designs that embrace office sharing concepts such as office
"hoteling" and open office designs. The Company's products target manufacturers
of new furniture designed to address these industry dynamics as well as
customers that specialize in retrofitting existing office furniture.
COMPETITIVE STRENGTHS
CompX believes that it is well positioned to realize continued growth in
market share in its existing markets and to build on its strengths to expand
into related product lines and markets.
INDUSTRY BRAND RECOGNITION AND MANAGEMENT EXPERIENCE. The Company's
business traces its roots to 1903 when it began manufacturing cabinet locks.
The Company is a supplier to major original equipment manufacturers ("OEMs") and
believes its brand names are well recognized in the industry. CompX currently
markets its drawer slides and ergonomic computer support systems under the
Waterloo Furniture Components Limited(R) name and markets its medium-security
locks under the National Cabinet Lock(R) name. The top seven executive
management personnel have over 100 years of combined industry experience.
EMPHASIS ON CUSTOMER COLLABORATION. CompX has been a leader in
collaborating with customers to develop innovative customized solutions to their
unique needs for product design, application, performance and cost. An
important ingredient to this approach is the Company's full-time engineering
staff of 25 and approximately $3 million in annual expenditures for product
design, development and engineering. Management believes that the Company's
responsiveness and commitment to work with customers has been critical to its
success to date.
EFFICIENT MANUFACTURING BASE. CompX has established highly automated
manufacturing systems and uses statistical process control techniques to achieve
its demanding quality standards. The Company designs and custom modifies
certain of the high-volume equipment it uses to improve the manufacturing and
assembly of its products, and has invested substantial capital in manufacturing
automation and vertical integration. The Company believes that these
initiatives reduce the Company's costs and improve product quality, productivity
and delivery response time.
INTEGRATED INFORMATION SYSTEMS. The Company regularly invests in its
information systems to reduce inventories, improve the efficiency of its
manufacturing processes and reduce customer order fulfillment times. With
recently installed systems upgrades both in Canada and the United States, CompX
has fully integrated all stages of manufacturing process information and order
fulfillment. These investments have allowed the Company to continually reduce
order fulfillment times and increase the use of just-in-time supplier
relationships.
BREADTH OF PRODUCT LINE. CompX has a broad product line in its core
product areas, which allows the Company to serve an increasing proportion of its
customers' requirements. This provides several benefits to the Company,
including the simplified logistics and reduced cost of shipping higher volumes
of product to its customers, closer working relationships with its key customers
and increased cross-selling opportunities.
GROWTH STRATEGY
The Company focuses on certain niche segments of the middle to high end of
the office furniture market. To achieve its targeted growth rates, CompX
intends to pursue several growth initiatives:
CONTINUE TO CREATE INNOVATIVE PRODUCTS. The Company intends to continue
its focus on engineering and customer collaboration to develop and sell
customized versions of its core product line and to develop new versions of
existing product lines to meet the changing requirements of office furniture
manufacturers. The Company will attempt to increase its share of the total OEM
market for components such as electronic locking systems, a service workplace
safety-oriented "Cushion-Close" drawer slide and a locking laptop computer
drawer. CompX will also consider expanding its product line to include other
furniture components with similar attributes such as one or more of the
components used in the rapidly growing seating industry.
EXTEND INTO NON-FURNITURE APPLICATIONS. The Company's precision ball
bearing drawer slide products increasingly are designed for and used in
applications other than traditional office furniture. For example, the Company
has designed and currently sells precision ball bearing drawer slides to
facilitate the movement of component parts in imaging machines, for professional
tool storage cabinets and other uses. CompX will continue to explore
alternative applications for its products based on core product design and
manufacturing strengths.
CONTINUE TO MAKE STRATEGIC ACQUISITIONS. In addition to internal growth,
the Company intends to grow through selective acquisitions. The markets in
which the Company competes have a large number of relatively small regional
manufacturers and consequently offer potential consolidation opportunities. The
Company seeks acquisitions that complement its existing products,
manufacturing/design skills or customer base. The Company historically has been
able to benefit from acquisitions through economies of scale in purchasing,
manufacturing, marketing and distribution and through the application of the
Company's manufacturing and management skills. The Company has signed a letter
of intent concerning the possible acquisition of a company in a related
industry, subject to satisfactory completion of due diligence, negotiation of a
definitive agreement and appropriate board of directors approval by both
companies. No definitive agreement has been reached to date and discussions are
continuing.
PROMOTE ALTERNATIVE DISTRIBUTION PROGRAMS. While office furniture OEMs are
expected to remain the Company's primary customers, CompX also intends to
explore new distribution arrangements for the Company's products. The Company's
innovative STOCK LOCKS(R) distribution program, for example, offers a broad
range of products that generally ship within 48 hours of order placement to
customers that purchase the Company's locks in small quantities. Currently,
approximately 30% of the Company's lock sales are made through this program. In
1992, the Company began to implement similar alternative distribution programs
for its ergonomic computer support systems and precision ball bearing drawer
slides to allow the Company to reach an expanded range of customers of these
products on an economically attractive basis. Since their addition to the
Company's distributor product line in 1992, sales of these products to the
distributor market have increased and now represent approximately 10% of
combined ergonomic computer support systems and precision ball bearing drawer
slide net sales.
EXPAND INTO INTERNATIONAL MARKETS. While CompX has historically focused on
marketing its products in North America, the Company has a small but growing
presence in international markets. The Company believes that there is
significant demand for its quality, precision products in overseas markets, and
intends to increase its international presence, particularly in Asia and Latin
America, via expanded distributor relationships and, potentially, joint venture
arrangements.
The Company is a wholly owned subsidiary of Valcor, a wholly owned
subsidiary of Valhi, Inc. Contran Corporation holds, directly or through
subsidiaries, approximately 93% of Valhi's outstanding common stock.
Substantially all of Contran's outstanding voting stock is held by trusts
established for the benefit of the children and grandchildren of Harold C.
Simmons, of which Mr. Simmons is sole trustee. Mr. Simmons, the Chairman of the
Board of each of Contran, Valhi and Valcor, may be deemed to control each of
such companies and the Company.
RECENT DEVELOPMENTS
On December 12, 1997, the Company paid a $50 million dividend to Valcor in
the form of a demand note payable (the "Valcor Note"). The Note is unsecured
and bears interest at a fixed rate of 6% per annum.
Prior to the completion of the Offering, the Company plans to enter into a
new $50 million revolving bank credit facility (the "Revolving Senior Credit
Facility"). The Revolving Senior Credit Facility is expected to be a five-year
revolving facility collateralized by substantially all of the Company's assets.
Borrowings are expected to be available for the Company's general corporate
purposes, including potential acquisitions. There can be no assurance that any
such new Revolving Senior Credit Facility will be obtained. Prior to completion
of the Offering, the Company intends to utilize borrowings under the Revolving
Senior Credit Facility to fully repay the Valcor Note.
THE OFFERING
Class A Common Stock offered shares
Common Stock to be
outstanding after the
Offering:(a)
Class A Common Stock ...... shares
Class B Common Stock ...... shares
Total................... shares
Use of Proceeds.............. A portion of the net proceeds
of the Offering will be used to
repay borrowings expected to be
incurred under the Revolving
Senior Credit Facility. The
remainder will be available
for the Company's general
corporate purposes, including
potential acquisitions.
Voting Rights................. The Class A Common Stock and
Class B Common Stock vote as a
single class on all matters,
except as otherwise required by
law, with each share of Common
Stock entitling its holder to
one vote on all matters except
the election of directors where
each share of Class B Common
Stock entitles its holder to
ten votes. All of the shares
of Class B Common Stock are
owned by Valcor. Immediately
after completion of the
Offering, Valcor will
beneficially own shares of
Common Stock having
approximately __% of the
combined voting power ( % for
director elections) of the
outstanding shares of Common
Stock (approximately __%, and
%, respectively, if the
Underwriters' over-allotment
option is exercised in full).
Economic Interest ........... The shares of Class B Common
Stock will represent
approximately __% of the
economic interest in the
Company (approximately __% if
the Underwriters' over-
allotment option is exercised
in full).
Proposed NYSE Symbol......... [ ]
(a) Excludes approximately [ ] shares of Class A Common Stock to be issued to
certain executives and directors upon completion of the Offering and
approximately [ ] additional shares reserved for issuance under the Incentive
Plan (as defined herein). See "Management - Incentive Compensation Plan."
RISK FACTORS
See "Risk Factors" beginning on page 13 for a discussion of certain factors
that should be considered by prospective purchasers of the Class A Common Stock.
SUMMARY FINANCIAL INFORMATION
The summary historical financial data as of December 31, 1992 through 1996
and September 30, 1997, and for each of the years in the four-year period ended
December 31, 1996, and for the nine months ended September 30, 1997, have been
derived from audited Consolidated Financial Statements of the Company. The
summary historical financial data as of and for all other periods presented have
been derived from the unaudited Consolidated Financial Statements of the Company
and, in the opinion of management, include all adjustments, consisting of normal
adjustments necessary for a fair presentation of the data presented. The
results of interim periods are not necessarily indicative of results for the
full year or for future periods. The following summary financial and other
information should be read in conjunction with "Capitalization," "Selected
Financial Data," "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the Historical Consolidated Financial Statements
and the Unaudited Pro Forma Condensed Consolidated Balance Sheet of the Company
appearing elsewhere in this Prospectus.
The Company's operations are comprised of a 52 or 53 week fiscal year. The
year ended December 31, 1992 consisted of a 53 week year, while each of the
years ended December 31, 1993 through 1996 consisted of a 52 week year. The
nine months ended September 30, 1996 and 1997 each consisted of 39 weeks
periods.
Nine months ended
September 30,
Years ended December 31,
1992 1993 1994 1995 1996 1996 1997
($ in millions, except per share data)
INCOME STATEMENT
DATA
Net sales $54.0 $64.4 $70.0 $80.2 $88.7 $64.7 $80.3
Operating income $10.7 $17.5 $20.9 $19.9 $22.1 $14.8 $20.1
Income before $10.7 $17.5 $20.7 $19.9 $22.1 $14.7 $19.7
income taxes
Income taxes 4.0 8.0 8.8 7.8 9.1 6.0 7.7
Net income $ 6.7 $ 9.5 $11.9 $12.1 $13.0 $ 8.7 $12.0
Net income per $ .66 $ .93 $1.17 $1.19 $1.28 $ .86 $1.17
common share (a)
OTHER DATA
Operating income 20% 27% 30% 25% 25% 23% 25%
margin
EBITDA (b) $12.5 $19.2 $22.5 $22.1 $24.6 $16.9 $22.1
Depreciation and 1.7 1.6 1.7 2.2 2.5 2.1 2.3
amortization
Capital 1.0 2.7 3.4 2.0 2.3 2.1 4.1
expenditures
Dividends on 4.1 4.4 4.6 6.0 6.2 4.5 4.5
common shares
September 30,1997
As
Adjusted
Actual
(c)
BALANCE SHEET DATA
Cash and other current assets $ 40.5 $68.7
Total assets 58.5 86.7
Current liabilities 10.2 10.2
Long-term debt, including .4 .4
current maturities
Stockholders' equity 46.6 74.8
(a) Based upon 10,200,000 shares of Class B Common Stock outstanding for each
period presented.
(b) EBITDA as presented represents operating income plus depreciation and
amortization. EBITDA is presented because it is a widely accepted
financial indicator of a company's ability to incur and service debt.
However, EBITDA should not be considered by an investor as an alternative
to (i) operating income or net income as an indicator of a company's
operating performance or (ii) cash flows from operating activities as a
measure of a company's liquidity.
(c)
in the form of the Valcor Note, (ii) repayment of the Valcor Note from
borrowings pursuant to the Revolving Senior Credit Facility and (iii) the
Offering with assumed net proceeds to the Company of $78.2 million, and the
application of such net proceeds. See "Use of Proceeds," "Capitalization,"
"Recent Developments" and the Unaudited Pro Forma Condensed Consolidated
Balance Sheet.
RISK FACTORS
Before making an investment decision, prospective purchasers of the Class A
Common Stock offered hereby should consider carefully the following information,
together with the other information set forth in this Prospectus.
HIGHLY COMPETITIVE INDUSTRY. Each of the markets served by the Company is
highly competitive, with a number of competitors offering similar products. The
Company focuses its efforts on the middle- and high-end segment of the market,
where product design, quality and durability are the primary competitive
factors. Certain competitors have innovative proprietary products with strong
acceptance in the marketplace. Future development of product designs that
compete with the Company's proprietary products could give them a competitive
advantage over the Company. The Company also faces significant price competition
from its competitors and may encounter competition from new market entrants. In
addition, certain of the Company's customers have significantly greater
resources than the Company and there can be no assurance that these customers
will not explore vertical integration opportunities to manufacture components
that are currently purchased from the Company. There can be no assurance that
the Company will be able to compete successfully in its markets in the future.
See "Business--Competition."
RISK OF CUSTOMER CONSOLIDATION. The office furniture industry is very
competitive and this environment has recently led to certain consolidation
opportunities. Any such consolidation could result in the combination of one of
the Company's customers with a customer of a competitor of the Company. Such a
consolidation could result in changes in product purchasing or sourcing
decisions or price erosion due to purchasing economies of scale and could result
in the loss of all or a portion of current sales volumes to a customer, which
could have a material adverse effect on the Company's financial condition and
results of operations. There can be no assurance in such circumstances that any
such lost sales that might occur as a result of industry consolidation could be
replaced with sales to new customers.
ECONOMIC FACTORS AFFECTING THE COMPANY'S BUSINESS. The future growth, if
any, of the office furniture industry will be affected by a variety of
macroeconomic factors, such as service industry employment levels, corporate
cash flows and non-residential commercial construction, as well as industry
factors such as corporate reengineering and restructuring, technology demands,
ergonomic, health and safety concerns and corporate relocations. There can be no
assurance that current or future economic or industry trends will not materially
adversely affect the business of the Company. See "Business--Industry Overview."
RISKS ASSOCIATED WITH ACHIEVING AND MANAGING GROWTH. Historically the
Company's ability to provide value-added custom engineered products that address
requirements of technology and space utilization has been a key element of the
Company's success. The introduction of new products by the Company requires the
coordination of the design, manufacturing and marketing of such products with
office furniture OEMs. The ability to implement such coordination may be
affected by factors beyond the Company's control. While the Company will
continue to emphasize the introduction of innovative new products that target
customer-specific opportunities, there can be no assurance that any new products
introduced by the Company will achieve the same degree of success as that
achieved by the Company's existing products.
Introduction of new products typically requires the Company to increase
production volume on a timely basis while maintaining product quality.
Manufacturers often encounter difficulties in increasing production volumes,
including delays, quality control problems and shortages of qualified personnel.
As it attempts to introduce new products in the future, there can be no
assurance that the Company will be able to increase production volume without
encountering these or other problems, which might, individually or in the
aggregate, have a material adverse effect on the Company's financial condition
or results of operations.
The Company also intends to pursue a growth strategy through acquisitions
and internal development. The Company's ability to successfully grow through
acquisitions will depend on many factors, including, among others, the Company's
ability to identify suitable growth opportunities and to successfully integrate
acquired businesses. There can be no assurance that the Company will anticipate
all of the changing demands that expanding operations will impose on its
management and management information systems. Any failure by the Company to
adapt its systems and procedures to those changing demands could have a material
adverse effect on the Company's results of operations and financial condition.
RELIANCE ON KEY PERSONNEL. The Company believes that the breadth of
industry experience of key management individuals is integral to the Company's
success in understanding and serving its customers' needs. The top seven
executive management personnel have over 100 years of combined industry
experience. The loss of one or more of these key personnel could, among other
things, have an adverse effect upon the ability of the Company to develop and
market new products and to maintain customer relationships.
RELIANCE ON PATENTS AND OTHER INTELLECTUAL PROPERTY. The Company owns a
number of United States and foreign patents, trademarks and service marks in
order to protect certain of its innovations and designs. In addition, the
Company is a licensee of certain technology and possesses certain unpatented
proprietary know-how and manufacturing techniques that are important to
maintaining consistent quality. There can be no assurance that any patents,
trademarks or service marks issued or licensed to the Company will not be
challenged, invalidated, canceled, narrowed or circumvented, or that the rights
granted thereunder will provide significant proprietary protection or
competitive advantages to the Company.
The Company continually focuses its efforts on product innovation and
design improvements that enhance existing products and stimulate development of
new products. The Company's approach to custom engineered solutions may subject
the Company to claims of patent infringement by competitors. There can be no
assurance that any future successful assertion of patent infringement claims
will not result in material legal, royalty or other costs to the Company.
RISK OF ENVIRONMENTAL LIABILITIES. The operations of the Company are
subject to extensive and changing federal, state, local and foreign
environmental laws and regulations, including those relating to the use,
storage, handling, generation, transportation, treatment, emission, discharge,
disposal and remediation of, and exposure to, hazardous and non-hazardous
substances, materials and wastes. The nature of the Company's operations
exposes the Company to the risk of liabilities, claims and pollution control
requirements for a wide variety of environmental matters, including on-site and
off-site releases and emissions of hazardous substances, materials and wastes.
There can be no assurance that environmental matters will not have a material
adverse effect on the Company's business, results of operations or financial
condition. See "Business - Environmental Matters."
EXCHANGE RATE FLUCTUATION. The Company has significant operations in
Canada. During 1996 and the first nine months of 1997, about three-fourths of
the Company's total net sales were generated by its Canadian operations, of
which about 60% are denominated in U.S. dollars with the remainder denominated
in various foreign currencies, principally the Canadian dollar. Substantially
all of the operating expenses related to the Company's Canadian operations are
incurred in Canadian dollars. As a result, fluctuations in the value of the
U.S. dollar relative to the Canadian dollar can impact the Company's reported
operating results. There can be no assurance that any future exchange rate
fluctuations would not materially adversely impact the Company's future
operating results.
FLUCTUATIONS IN QUARTERLY OPERATING RESULTS. The Company's quarterly
operating results may fluctuate due to factors such as the timing of new product
announcements and introductions by the Company, its major customers or its
competitors, delays in new product introductions by the Company, market
acceptance of new or enhanced versions of the Company's products, changes in the
product or customer mix of sales, changes in the level of operating expenses,
competitive pricing pressures, the gain or loss of significant customers,
increased research and development and sales and marketing expenses associated
with new product introductions, and general economic conditions. All the above
factors are difficult for the Company to forecast, and these or other factors
can materially adversely affect the Company's business, financial condition and
results of operations for one quarter or a series of quarters.
CONTROL BY PRINCIPAL STOCKHOLDER; ANTI-TAKEOVER EFFECTS. The holders of
Common Stock are entitled to one vote per share on all matters except the
election of directors, on which the holders of Class B Common Stock are entitled
to ten votes per share. Holders of Class A Common Stock are generally entitled
to vote with holders of the Class B Common Stock as one class on all matters as
to which the stockholders of the Company are entitled to vote. Immediately after
consummation of the Offering, Valcor, an indirect subsidiary of Contran, will
own all the outstanding 10,200,000 shares of Class B Common Stock, which will
represent approximately __% of the outstanding shares of Common Stock and will
have approximately __% of the combined voting power ( % for the election of
directors) of the outstanding shares of Common Stock (approximately __%, % and
__%, respectively, if the over-allotment option is exercised in full). Transfer
of the shares of Class B Common Stock owned by any member of the Contran
Corporation Control Group (as hereafter defined), except for transfers between
members of the Contran Corporation Control Group or transfers made in connection
with a Tax-Free Spin-Off (as hereinafter defined) will result in the automatic
conversion of such shares of Class B Common Stock into shares of Class A Common
Stock. See "Description of Capital Stock -- Common Stock."
All of Valcor's common stock is owned by Valhi. Approximately 93% of
Valhi's common stock is beneficially owned, directly or indirectly, by Contran.
Substantially all of Contran's outstanding voting stock is held by trusts
established for the benefit of Mr. Harold Simmons' children and grandchildren.
As sole trustee of these trusts, Mr. Harold Simmons has the power to vote and
direct the disposition of the shares of Contran stock held by the trusts even
though Mr. Harold Simmons disclaims beneficial ownership thereof. As trustee
Mr. Harold Simmons has the power to elect the majority of the directors of
Contran and effectively control the Board of Directors of the Company and all
stockholders' decisions of the Company, and in general, determine (without the
consent of the Company's other stockholders) the outcome of any corporate
transaction or other matter submitted to the stockholders for approval,
including mergers, consolidations and the sale of all or substantially all of
the Company's assets. In addition, Mr. Harold Simmons has the power to prevent
or cause a change in control of the Company. See "Description of Capital
Stock," "Security Ownership in the Company and its Affiliates," and "Certain
Relationships and Related Transactions."
In addition, the Company's Certificate of Incorporation currently
authorizes the issuance of 1,000 shares of Preferred Stock. The Board of
Directors has the power to issue any or all of these additional shares without
stockholder approval, and such shares can be issued with such rights,
preferences and limitations as may be determined by the Board. The rights of
the holders of Class A Common Stock will be subject to, and may be adversely
affected by, the rights of any holders of Preferred Stock that may be issued in
the future. The Company presently has no commitments or contracts to issue any
shares of Preferred Stock. Authorized and unissued Preferred Stock could delay,
discourage, hinder or preclude an unsolicited acquisition of the Company, could
make it less likely that stockholders receive a premium for their shares as a
result of any such attempt and could adversely affect the market price of and
the voting and other rights of the holders of outstanding shares of Common
Stock.
ABSENCE OF DIVIDENDS. The Company does not anticipate paying any cash
dividends on the Class A or Class B Common Stock in the foreseeable future. See
"Dividend Policy."
RESTRICTIONS IMPOSED BY TERMS OF THE COMPANY'S INDEBTEDNESS. It is
anticipated that the terms of the Revolving Senior Credit Facility will impose
operating and financial restrictions on the Company. As a result, the ability
of the Company to respond to changing business and economic conditions and to
secure additional financing, if needed, may be significantly restricted, and the
Company may be prevented from engaging in transactions that might further its
growth strategy or otherwise be considered beneficial to the Company. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources."
EFFECT OF NO PRIOR PUBLIC TRADING MARKET. Prior to the Offering, there has
been no public trading market for the Class A Common Stock. The public offering
price for the Class A Common Stock will be determined by negotiations between
the Company and the Underwriters based upon several factors and will not
necessarily bear any relationship to the Company's assets, book value, results
of operations or net worth or any other generally accepted criteria of value,
and should not be considered as indicative of the actual value of the Company.
Therefore, the market price of the Class A Common Stock may fall below the
public offering price of the Class A Common Stock at any time following the
Offering. See "Underwriting."
In addition, although the Company intends to file a listing application for
inclusion of the Class A Common Stock for trading on the NYSE, there can be no
assurance that such application will be granted or that an active trading market
will develop. To the extent an active trading market does develop, factors such
as quarterly variations in the Company's financial results, public announcements
by the Company or others, general market conditions or certain regulatory
pronouncements may cause the market price of the Class A Common Stock to
fluctuate substantially.
EFFECT OF SALES OF SUBSTANTIAL AMOUNTS OF COMMON STOCK. Immediately after
consummation of the Offerings, Valcor will beneficially own all the outstanding
10,200,000 shares of Class B Common Stock, which will represent approximately
__% of the combined voting power ( % for election of directors) of the
outstanding shares of Common Stock (approximately __% and %, respectively, if
the Underwriters' over-allotment option is exercised in full). Subject to
applicable law and the terms of the Class B Common Stock, Valcor could sell all
or some of the shares of Class B Common Stock owned by it from time to time for
any reason. The Company cannot predict the effect, if any, that future sales of
outstanding Common Stock or the availability of Common Stock for sale will have
on the market price of the Common Stock prevailing from time to time. Sales of
substantial amounts of Common Stock in the public market following the Offering,
or the perception that such sales could occur, could adversely affect prevailing
market prices of the Class A Common Stock.
Each of the Company, Valcor, and executive officers and directors thereof
has agreed that, for a period of 180 days following the date of this Prospectus,
it will not issue or sell any shares of Class A Common Stock or securities
convertible into or exercisable for such stock, held by it now or in the future
without the prior written consent of the Underwriters. See "Shares Eligible for
Future Sale" and "Security Ownership in the Company and its Affiliates."
FORWARD-LOOKING STATEMENTS. This Prospectus includes forward-looking
statements (as such term is defined in the Private Securities Litigation Reform
Act of 1995 (the "Reform Act")), including, but not limited to, statements
regarding, among other items, (i) the Company's anticipated growth strategies,
(ii) the Company's intention to introduce new products, (iii) anticipated trends
in the Company's businesses, including trends in the market for office furniture
and corporate concerns for worker health and safety, (iv) future expenditures
for capital projects and (v) the Company's ability to continue to control costs
and maintain quality. These forward-looking statements are based largely on the
Company's expectations and are subject to a number of risks and uncertainties,
certain of which are beyond the Company's control. Actual results could differ
materially from these forward-looking statements as a result of many factors,
including, but not limited to, the factors described in "Prospectus Summary,"
"Risk Factors" and "Business" including, among other things, (i) changes in the
competitive marketplace, including the introduction of new products or pricing
changes by the Company's competitors, and (ii) changes in market trends for
office furniture, including changes in service industry employment. Other
factors that materially affect actual results include, among others, the
following: general economic and business conditions; industry capacity; changes
in customer preferences; demographic changes; competition; changes in methods of
marketing and in technology; changes in political, social and economic
conditions; regulatory factors and various other factors beyond the Company's
control. The Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. In light of these risks and uncertainties, there can be no
assurance that the forward-looking information contained in this Prospectus will
in fact transpire. The "safe-harbor" protections of the Reform Act are not
available to initial public offerings, including this Offering.
DILUTION INCURRED BY INVESTORS. The per share price to the public of the
Class A Common Stock is substantially higher than the net tangible book value
per share of the Common Stock at September 30, 1997. Accordingly, at such date,
investors purchasing the Class A Common Stock offered hereby would have incurred
immediate, substantial dilution in the amount of $_____ per share, assuming a
public offering price of $__ per share and after giving effect to the dividend
in the form of the Valcor Note. See "Dilution."
USE OF PROCEEDS
The net proceeds to the Company from the Offering (based on an assumed
offering price of $__ per share) will be approximately $78.2 million. Such net
proceeds will be available for the Company's general corporate purposes.
Approximately $50 million of such net proceeds are expected to be used to fully
repay borrowings outstanding under the Revolving Senior Credit Facility, which
were incurred to satisfy the Valcor Note. The remaining net proceeds of the
Offering, together with any borrowing availability under the Revolving Senior
Credit Facility, will enhance the Company's financial flexibility to pursue
potential acquisitions, strategic joint ventures and internal growth
opportunities in the office furniture component and cabinet lock industries.
The Company has signed a letter of intent concerning the possible acquisition of
a company in a related industry, subject to satisfactory completion of due
diligence, negotiation of a definitive agreement and appropriate board of
directors approval by both companies. No definitive agreement has been reached
to date and discussions are continuing. The Company is actively exploring
expansion opportunities through acquisitions, strategic joint ventures and
expansion of existing facilities. See "Business -- Strategy."
The Valcor Note is an unsecured demand note that bears interest at a fixed
rate of 6% per annum. The Valcor Note was paid as a dividend to Valcor, the
Company's sole stockholder, prior to the Offering. The Revolving Senior Credit
Facility is expected to be a five-year revolving facility collateralized by
substantially all of the Company's assets and is expected to bear interest at
LIBOR plus 20 to 62.5 basis points, depending upon certain financial ratios.
DIVIDEND POLICY
As a subsidiary of Valcor, the Company has historically been managed with a
focus on generating cash flow to pay dividends to Valcor. After the Offering,
the Company intends to seek to maximize stockholder value through growth. As a
result, following the Offering, the Company does not intend initially to declare
and pay regular quarterly cash dividends but intends, instead, to utilize
available cash to fund additional acquisition and expansion opportunities.
Determinations to pay cash dividends in the future will be made at the
discretion of the Board of Directors, and any payment of dividends in the future
will depend upon the Company's results of operations, earnings, capital
requirements and contractual restrictions and upon other factors deemed relevant
by the Company's Board of Directors. The Company's ability to pay future
dividends is expected to be restricted by certain covenants contained in the
Revolving Senior Credit Facility. See "Use of Proceeds," "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Liquidity and Capital Resources," "Description of Capital Stock" and the
Historical Consolidated Financial Statements included in this Prospectus.
The Company paid dividends to Valcor aggregating $4.1 million in 1992, $4.4
million in 1993, $4.6 million in 1994, $6.0 million in 1995, $6.2 million in
1996 and $4.5 million in the nine months ended September 30, 1997. In addition,
on December 12, 1997, the Company paid a $50 million dividend to Valcor in the
form of the Valcor Note. The Company intends to use borrowings under the
Revolving Senior Credit Facility to repay the Valcor Note. A portion of the
proceeds of the Offering are expected to be used to repay outstanding borrowings
under the Revolving Senior Credit Facility.
CAPITALIZATION
The following table sets forth as of September 30, 1997 (i) the historical
consolidated capitalization of the Company, (ii) as adjusted to reflect (w) the
reclassification of the 1,000 shares of the Company's common stock, $1 par
value, into 10,200,000 shares of the Company's Class B Common Stock, $.01 par
value and (x) the payment of a $50 million dividend to Valcor in the form of the
Valcor Note, and (iii) as further adjusted to reflect (y) repayment of the
Valcor Note from borrowings under the Revolving Senior Credit Facility and (z)
the Offering with assumed net proceeds to the Company of $78.2 million and the
application of such net proceeds. See "Use of Proceeds" and "Recent
Developments."
As As further
adjusted adjusted
Actual
($ in millions, except per
share amounts)
Long-term debt:
Revolving Senior Credit Facility $ - $ - $ -
(a)
Demand note payable to Valcor - 50.0 -
Canadian revolving credit agreemen - - -
(b)
Capital lease obligations .4 .4 $ .4
Total long-term debt, including
current .4 50.4 .4
maturities
Less current maturities .1 50.1 .1
Total long-term debt .3 .3 .3
Stockholders' equity:
Preferred stock, $.01 par value;
1,000 - - -
shares authorized, none issued
Common stock, $1 par value; 1,000
shares - - -
authorized, issued and outstanding
Class A Common Stock, $.01 par value
[ ] shares authorized; [ ]
shares
- -
issued and outstanding, _______ as
further adjusted (c)
Class B Common Stock, $.01 par value
10,200,000 shares authorized, issue
and outstanding, as further - .1
adjusted
Additional paid in capital 4.5 4.4
Retained earnings 42.3 (7.7) (7.7)
Currency translation adjustment (.2) (.2) (.2)
Total stockholders' equity 46.6 (3.4)
Total capitalization $46.9 $(3.1) $
(a) Prior to the Offering, the Company expects to enter into a new $50 million
Revolving Senior Credit Facility. See "Recent Developments." As further
adjusted, the Company would have $50 million of borrowing availability
under this facility.
(b)
formula-based borrowings of up to $5 million. The Company intends to
terminate this facility when it enters into the Revolving Senior Credit
Facility.
(c) Excludes approximately [ ] shares of Class A Common Stock to be issued to
certain executives and directors upon completion of the Offering and
approximately [ ] additional shares reserved for issuance under the
Incentive Plan (as defined herein), including [ ] shares of Class A Common
Stock subject to stock options which may be granted to the Company's
management concurrent with the Offering at the initial public offering
price of the Class A Common Stock. See "Management -- Incentive
Compensation Plan."
DILUTION
Dilution is the amount by which the initial public offering price per share
paid by the purchasers of shares of Class A Common Stock in the Offering exceeds
the net tangible book value per share of Common Stock after the Offering. The
net tangible book value per share of Common Stock is determined by subtracting
the book value of total liabilities and intangible assets (consisting of
deferred costs) of the Company from the total book value of the total assets of
the Company and dividing the difference by the number of shares of Common Stock
outstanding on the date as of which such book value is determined.
The adjusted net tangible book value of the Company at September 30, 1997,
after giving effect to the payment of a $50 million dividend to Valcor in the
form of the Valcor Note, was a deficit of approximately $3.5 million, or $.34
per share of Common Stock. After giving effect to the sale of shares of Class A
Common Stock by the Company in the Offering at an assumed offering price of $__
per share and the application of the estimated net proceeds therefrom, the net
tangible book value of the Company as of September 30, 1997 would have been
$____ million, or $____ per share. This represents an immediate increase in net
adjusted tangible book value of $____ per share to the holder of Class B Common
Stock and an immediate dilution in net tangible book value of $_____ per share
to purchasers of Class A Common Stock in the Offering, as illustrated in the
following table:
Assumed public offering price per share ............... $_____
Adjusted net tangible book value per share at
September 30, 1997 ..... $(.34)
Increase per share attributable to new investors
Pro forma net tangible book value per share after the Offering
Net tangible book value dilution per share to new investors $
If the over-allotment option is exercised in full, the pro forma net
tangible book value per share of Class A Common Stock after giving effect to the
Offering would be $____ per share, the increase in the net tangible book value
per share would be $____ and the dilution to persons who purchase shares of
Class A Common Stock in the Offering would be $_____ per share (at an assumed
offering price of $__ per share).
SELECTED FINANCIAL DATA
The historical selected financial data as of December 31, 1992 through 1996
and September 30, 1997, and for each of the years in the four-year period ended
December 31, 1996 and for the nine months ended September 30, 1997, have been
derived from audited Consolidated Financial Statements of the Company. The
historical selected financial data for all other periods presented have been
derived from the unaudited financial statements of the Company and, in the
opinion of management, include all adjustments consisting of normal adjustments
necessary for a fair presentation of the data presented. The results for
interim periods are not necessarily indicative of results for the full year or
for future periods. The following selected financial and other data should be
read in conjunction with "Capitalization," "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and the Historical
Consolidated Financial Statements of the Company included in this Prospectus.
The Company's operations are comprised of a 52 or 53 week fiscal year. The
year ended December 31, 1992 consisted of a 53 week year, while each of the
years ended December 31, 1993 through 1996 consisted of a 52 week year. The
nine months ended September 30, 1996 and 1997 each consisted of 39 weeks
periods.
Nine months
ended
1992 1993 1994 1995 1996 1996 1997
($ in millions, except per share data)
INCOME STATEMENT
DATA
Net sales $54.0 $64.4 $70.0 $80.2 $88.7 $64.7 $80.3
Operating income $10.7 $17.5 $20.9 $19.9 $22.1 $14.8 $20.1
Income before 10.7 17.5 20.7 19.9 22.1 14.7 19.7
income taxes
Income taxes 4.0 8.0 8.8 7.8 9.1 6.0 7.7
Net income $ 6.7 $ 9.5 $11.9 $12.1 $13.1 $ 8.7 $12.0
Net income per $ .66 .93 $1.17 $1.19 $1.28 $ .86 $1.17
common share (a)
OTHER DATA
Operating income 20% 27% 30% 25% 25% 23% 25%
margin
EBITDA (b) $12.5 $19.2 $22.5 $22.1 $24.6 $16.9 $22.1
Depreciation and 1.7 1.6 1.7 2.2 2.5 2.1 2.3
amortization
Capital 1.0 2.7 3.4 2.0 2.3 2.1 4.1
expenditures
Dividends on Commo 4.1 4.4 4.6 6.0 6.2 4.5 4.5
Stock
BALANCE SHEET DATA
(AT PERIOD END
Cash and other $ 13.7 $20.6 $25.9 $27.7 $32.2 $40.5
current assets
Total assets 23.5 31.3 37.8 44.4 48.5 58.5
Current 6.6 9.5 8.9 9.6 8.1 10.2
liabilities
Long-term debt,
including .1 .2 .1 .1 .2 .4
current
maturities
Stockholders' 14.5 19.4 26.2 32.6 39.2 46.6
equity
(a) Based upon 10,200,000 shares of Class B Common Stock outstanding for each
period presented. See Note 12 to the Historical Consolidated Financial
Statements included in this Prospectus.
(b)
amortization. EBITDA is presented because it is a widely accepted
financial indicator of a company's ability to incur and service debt.
However, EBITDA should not be considered by an investor as an alternative
to (i) operating income or net income as an indicator of a company's
operating performance or (ii) cash flows from operating activities as a
measure of a company's liquidity.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
Historical Consolidated Financial Statements of the Company and the notes
thereto appearing elsewhere in this Prospectus. Certain statements in the
following discussion are forward-looking statements or discussion of trends
which by their nature involve substantial risks and uncertainties that could
significantly affect expected results. Actual future results and trends may
differ materially from those described below depending on a variety of factors,
including those detailed under the caption "Risk Factors" and elsewhere in this
Prospectus.
OVERVIEW
The Company sells ergonomic computer support systems and precision ball
bearing drawer slides which are manufactured in two facilities located in
Kitchener, Ontario and medium-security mechanical locks which are manufactured
in a facility in Mauldin, South Carolina. The Company is a wholly-owned
subsidiary of Valcor, a wholly-owned subsidiary of Valhi. In 1993, Valhi formed
National Cabinet Lock, Inc. and contributed the assets of its Cabinet Lock
Division and the stock of Waterloo Furniture Components Limited. In 1996,
National Cabinet Lock, Inc. changed its name to CompX International Inc.
Approximately 75% of the Company's products are sold to the office
furniture manufacturing industry while the remainder (principally mechanical
locks) is sold for use in other products, such as vending equipment, postal
boxes, electromechanical enclosures and other furniture and equipment. According
to estimates by BIFMA, the dollar value of U.S. office furniture industry
shipments has grown in 23 of the past 25 years and has grown at a compound
annual rate of approximately 7.2% over the three year period ended December 31,
1996. Over the same period the Company's total net sales increased at a
compound annual rate of approximately 11.3%, and net sales in the nine month
period ended September 30, 1997 were 24% higher than those in the corresponding
period in 1996. Management believes that the market for the Company's ergonomic
computer support systems is experiencing substantially higher rates of growth
than the office furniture industry as a whole. In the nine months ended
September 30, 1997 ergonomic computer support systems represented 33% of total
net sales compared to 27% in the year ended December 31, 1994.
The Company does not expect net sales from its existing medium-security
cabinet lock business to achieve growth rates comparable to its ergonomic
computer support systems and precision ball bearing drawer slides. The Company
intends to pursue potential acquisition opportunities to provide future growth
in its medium-security cabinet lock business. The Company has signed a letter
of intent concerning the possible acquisition of a company in a related
industry, subject to satisfactory completion of due diligence, negotiation of a
definitive agreement and appropriate board of directors approval by both
companies. No definitive agreement has been reached to date and discussions are
continuing.
The Company's products are sold primarily to OEMs in the United States and
Canada. The ten largest customers accounted for approximately one-third of
sales during each of the past three years with at least five of such customers
in each year located in the United States.
In August 1995, the Company acquired the assets of a Canadian competitor.
The acquired operations contributed approximately $3 million in sales in 1995,
$6 million in 1996 and $5 million in the nine months ended September 30, 1997.
Through the elimination of unprofitable product lines and the integration of
manufacturing operations, the operating contribution from these operations
improved from a slight loss in 1995 to operating margins in 1997 consistent with
the Company's existing ergonomic computer support systems and precision ball
bearing drawer slide products, contributing to the majority of the improvement
in operating margins for the nine month period ended September 30, 1997 compared
to the corresponding period in 1996.
A portion of the Company's sales are made pursuant to a government
contract. In the first quarter of 1995, the Company completed shipments of
medium-security locks pursuant to a 1992 government contract. This contract was
not renewed until the end of 1996 due to excess supply and contributed to a 5%
decline in lock sales in 1996 compared to 1995. The Company signed a new
$650,000 contract for medium-security locks with the same government agency in
December 1996, under which all shipments were made in the first nine months of
1997.
The Company's profitability depends on its ability to utilize its
production capacity effectively, which is affected by, among other things, the
demand for its products, and its ability to control its manufacturing costs,
primarily comprised of raw materials such as zinc, copper, coiled steel and
plastic resins and of labor costs. Raw material costs represent approximately
45% of the Company's total cost of sales. Beginning in August 1997, steel prices
have increased approximately 4% per pound, resulting in an overall increase in
raw material cost of approximately 2% in 1997 compared to 1996. The Company
occasionally enters into raw material arrangements to mitigate the short-term
impact of future increases in raw material costs. While these arrangements do
not commit the Company to a minimum volume of purchases, they generally provide
for stated unit prices based upon achievement of specified volume purchase
levels. This allows the Company to stabilize raw material purchase prices
provided the specified minimum monthly purchase quantities are met. The Company
currently anticipates entering into such arrangements for zinc, coiled steel and
plastic resins for 1998 and does not anticipate significant changes in the cost
of these materials from their current levels. Materials purchased on the spot
market are sometimes subject to unanticipated and sudden price increases. Due to
the competitive nature of the markets served by the Company's products, it is
often difficult to recover such increases in raw material costs through
increased product selling prices and consequently overall operating margins can
be affected by such raw material cost pressures.
Labor costs represent approximately 14% of the Company's total cost of
sales. The Company's U.S. employees are not represented by bargaining units and
wage increases historically have been in line with overall inflation indices.
Approximately two-thirds of the Company's Canadian employees are covered by a
three year collective bargaining agreement that expires in January 2000 and
provides for annual wage increases of 2 - 3%. Wage increases for these employees
historically have been in line with overall inflation indices.
Selling, general and administrative costs have been consistent as a
percentage of net sales and consist primarily of salaries, commissions and
advertising directly related to product sales.
The Company obtains certain management, financial and administrative
services on a fee basis from Valhi pursuant to an Intercorporate Services
Agreement. The Company believes such arrangements have been cost beneficial
compared to the cost of dedicated staff or consulting arrangements to otherwise
provide such services. Fees pursuant to these agreements were $224,000 in 1994,
$284,000 in 1995 and $300,000 in 1996, and $225,000 and $195,000 for the nine
months ended September 30, 1996 and 1997, respectively. The Company intends to
continue to receive similar services from Valhi on a fee basis following the
Offering.
Certain employees of the Company have been granted options to purchase Valhi
common stock under the terms of Valhi's stock option plans. The Company pays
Valhi the aggregate difference between the option price and the market value of
Valhi's common stock on the exercise date of such options. For financial
reporting purposes, the Company accounts for the related expense (credit)
($101,000) in 1994, $(12,000) in 1995 and $9,000 in 1996, and ($31,000) and
$386,000 for the nine months ended September 30, 1996 and 1997, respectively) in
a manner similar to accounting for stock appreciation rights. To the extent
employees of the Company continue to have options outstanding to purchase Valhi
shares, future changes in the market price of Valhi shares will result in
additional expense or credits to the Company's operating results.
About three-fourths of the Company's net sales are generated by its Canadian
operations. About 60% of these Canadian-produced sales are denominated in U.S.
dollars while substantially all of the related costs are incurred in Canadian
dollars. Consequently, relative changes in the U.S. dollar/Canadian dollar
exchange rate affect operating results. Since U.S. dollar/Canadian dollar
exchange rates have not fluctuated significantly since 1993, the impact on
operating income of fluctuations in the value of the U.S. dollar relative to the
Canadian dollar since 1993 has not been material.
The Company is included in the consolidated U.S. federal income tax return
of Contran, and a tax sharing agreement provides for allocation of tax
liabilities and benefits to the Company, in general, as though it filed a
separate U.S. federal income tax return. The principal reasons for the
difference between the U.S. federal statutory income tax rate and the Company's
effective income tax rates are explained in Note 8 to the Company's Historical
Consolidated Financial Statements included in this Prospectus. Upon completion
of the Offering, the Company will no longer be included in the consolidated U.S.
federal income tax return of Contran.
RESULTS OF OPERATIONS
The table set forth below summarizes the Company's operating expenses as a
percentage of net sales:
Nine months ended
Years ended December September 30,
31,
1994 1995 1996 1996 1997
Net sales 100% 100% 100% 100% 100%
Cost of sales 60 65 65 67 65
Gross profit 40 35 35 33 35
Selling, general
and 10 10 10 10 10
administrative
Operating income 30% 25% 25% 23% 25%
Period ended September 30, 1997 compared to period ended September 30, 1996
Net Sales. Net sales increased $15.6 million, or 24%, to $80.3 million for
the nine months ended September 30, 1997 from $64.7 million for the nine months
ended September 30, 1996. The increase was primarily due to increased volume in
ergonomic computer support systems, precision ball bearing drawer slides and
medium-security cabinet locks. Combined net sales from the Company's ergonomic
computer support systems and precision ball bearing drawer slide products
increased $12.1 million, or 26%, based on higher unit volumes and relatively
stable prices. Medium-security cabinet lock sales increased $3.3 million, or 18%
based primarily on higher unit volumes and to a lesser degree on certain price
increases instituted at the beginning of 1997.
Operating income. Operating income increased $5.3 million, or 36%, to $20.1
million for the nine months ended September 30, 1997 from $14.8 million for the
nine months ended September 30, 1996, due primarily to increases in sales
volumes. Operating income margin improvement in the 1997 period was primarily
influenced by relative changes in product mix, including the elimination of
certain unprofitable or low-margin product lines acquired in 1995 and increased
sales of higher margin ergonomic computer support systems and precision ball
bearing drawer slides. These improvements were partially offset by higher raw
material prices, primarily steel. Beginning in August 1997 steel prices have
increased approximately 4% per pound, resulting in an overall increase in raw
material cost of approximately 2% in 1997 compared to 1996.
Year ended December 31, 1996 compared to year ended December 31, 1995
Net sales. Net sales increased $8.5 million, or 11%, to $88.7 million for
the year ended December 31, 1996 from $80.2 million for the year ended December
31, 1995. The increase was primarily due to increased volumes in ergonomic
computer support systems and precision ball bearing drawer slides. Combined net
sales from the Company's ergonomic computer support systems and precision ball
bearing drawer slide products increased $8.8 million, or 16%, based on higher
unit volumes and relatively stable prices. Medium-security cabinet lock sales
decreased $.9 million, or 4%, as an increase in sales of the Company's
proprietary KeSet(R) locks was more than offset by lower sales volumes from the
government contract that was completed in early 1995.
Operating income. Operating income increased $2.2 million, or 11%, to $22.1
million for the year ended December 31, 1996 from $19.9 million for the year
ended December 31, 1995, due primarily to increases in sales volumes in
ergonomic computer support systems and precision ball bearing drawer slides.
Operating income margins for the Company's cabinet lock sales improved slightly
in 1996 primarily due to cost savings and efficiencies from the consolidation of
certain Canadian lock operations acquired in 1992. The improvement in operating
income margins for cabinet locks was offset by slight declines in operating
income margins of ergonomic computer support systems and precision ball bearing
drawer slides due in part to the adverse effect of certain unprofitable or low-
margin product lines acquired in August 1995.
Year ended December 31, 1995 compared to year ended December 31, 1994
Net sales. Net sales increased $10.2 million, or 15%, to $80.2 million for
the year ended December 31, 1995 from $70.0 million for the year ended December
31, 1994. The increase was primarily due to increased volumes in ergonomic
computer support systems and precision ball bearing drawer slides. Combined net
sales from the Company's ergonomic computer support systems and precision ball
bearing drawer slide products increased $11.7 million, or 28%, as higher sales
volumes in both ergonomic and slide products were partially offset by declines
in average prices of drawer slides due to increased purchase quantity discounts
offered to high volume customers. Medium-security lock sales decreased $2.4
million, or 9%, due to lower sales volumes resulting from a government contract
that was completed in early 1995.
Operating income. Operating income decreased $1.0 million, or 5%, to $19.9
million for the year ended December 31, 1995 from $20.9 million for the year
ended December 31, 1994, as increased sales volumes of ergonomic computer
support systems and precision ball bearing drawer slides were more than offset
by declines in average selling prices for precision ball bearing drawer slides,
which accounted for approximately a 1 percentage point decline in operating
income margins in 1995. Approximately a 1 percentage point decline in operating
income margins in 1995 results from manufacturing inefficiencies due to lower
capacity utilization of cabinet lock manufacturing facilities and to a lesser
extent higher raw material costs, primarily zinc. The remaining 3 percentage
point decline in operating income margins in 1995 results from the effect of the
business acquisition discussed above.
LIQUIDITY AND CAPITAL RESOURCES
Consolidated cash flows
Operating activities. Trends in cash flows from operating activities,
excluding changes in assets and liabilities, for 1994, 1995 and 1996 and the
nine months ended September 30, 1996 and 1997, are generally similar to the
trends in the Company's earnings. Cash flow provided by operating activities
totaled $9.0 million and $15.3 million for the nine months periods ended
September 30, 1996 and 1997, respectively, compared to net income of $8.7
million and $12.0 million, respectively. Cash flow provided by operating
activities totaled $9.7 million, $12.8 million, and $10.5 million for the years
ended December 31, 1994, 1995 and 1996, respectively, compared to net income of
$11.9 million, $12.1 million, and $13.0 million, respectively. Depreciation and
amortization increased $.5 million in 1995 and $.3 million in 1996 in part due
to higher depreciation associated with the August 1995 business acquisition
discussed above.
Changes in assets and liabilities result primarily from the timing of
production, sales and purchases. Such changes in assets and liabilities
generally tend to even out over time and result in trends in cash flows from
operating activities generally reflecting earnings trends. Cash used by changes
in assets and liabilities in 1994 increased in part as a result of increased
working capital required by the rapid increase in demand for the Company's
ergonomic computer support systems.
Investing activities. Net cash used by investing activities totaled $1.9
million and $4.1 million for the nine months ended September 30, 1996 and 1997,
respectively, and totaled $3.1 million, $8.0 million and $2.0 million for the
years ended December 31, 1994, 1995 and 1996, respectively. Capital expenditures
in the past three years emphasized manufacturing equipment which utilizes new
technologies and increases automation of the manufacturing process to provide
for increased productivity and efficiency. The Company's recently installed
information systems upgrades for both its U.S. and Canadian facilities also
address software compatibility with year 2000. The Company does not currently
anticipate spending significant additional funds to address software
compatibility with the year 2000. The increase in capital expenditures in the
nine months ended September 30, 1997 relates to the additions of a third plating
line and office building additions at the Company's Kitchener facility. Net cash
used by investing activities in 1995 includes $6.0 million related to the
business acquisition discussed above.
Capital expenditures for 1997 and 1998 are estimated at approximately $5
million and $7 million, respectively, the majority of which relate to projects
that emphasize improved production efficiency and increase production capacity.
At September 30, 1997, the estimated cost to complete capital projects in
process approximated $3 million. Firm purchase commitments for capital projects
not commenced at September 30, 1997 were not material.
Financing activities. Net cash used by financing activities totaled $4.5
million and $4.3 million for the nine months ended September 30, 1996 and 1997,
respectively, and totaled $4.4 million, $6.3 million and $6.3 million for the
years ended December 31, 1994, 1995 and 1996, respectively. The Company paid
dividends to its parent company aggregating $4.6 million in 1994, $6.0 million
in 1995, $6.2 million in 1996 and $4.5 million in the nine months ended
September 30, 1997.
Other
At September 30, 1997, approximately 69% of the Company's consolidated cash
and equivalents were held by a single Canadian financial institution.
On December 12, 1997, the Company paid a $50 million dividend to Valcor in
the form of the Valcor Note. The Valcor Note is unsecured and bears interest at
a fixed rate of 6%.
The Company plans to enter into a new $50 million Revolving Senior Credit
Facility and use the proceeds to repay the Valcor Note. The Revolving Senior
Credit Facility is expected to be a five-year revolving facility collateralized
by substantially all of the Company's assets. Borrowings are expected to be
available for the Company's general corporate purposes, including potential
acquisitions. The Revolving Senior Credit Facility is expected to contain
provisions which, among other things, would require the maintenance of minimum
levels of net worth, require the maintenance of certain financial ratios, limit
dividends and additional indebtedness and contain other provisions and
restrictive covenants customary in lending transactions of this type. The
Company expects to terminate its Canadian bank credit agreement when it enters
into the Revolving Senior Credit Facility. Prior to the Offering, the Company
expects to repay the Valcor Note with borrowings under the Revolving Senior
Credit Facility.
The net proceeds to the Company from the Offering (based on an assumed
offering price of $__ per share) will be approximately $78.2 million.
Such net proceeds will be available for the Company's general corporate
purposes. A portion of such net proceeds are expected to be used to repay the
borrowings under the Revolving Senior Credit Facility. The remaining net
proceeds of the Offering, together with borrowing availability under the
Revolving Senior Credit Facility, will enhance the Company's financial
flexibility to pursue potential acquisitions, strategic joint ventures and
internal growth opportunities. The Company intends to evaluate acquisition
opportunities in the office furniture component and cabinet lock industries
during the next two to three years. Although the Company has no specific plan
or arrangement in place, it is actively exploring expansion opportunities
through acquisitions, strategic joint ventures and expansion of existing
facilities. See "Business -- Acquisition Strategy."
Management believes that the net proceeds to the Company from the Offering,
after repayment of borrowings under the Revolving Senior Credit Facility,
together with cash generated from operations and borrowing availability under
the Revolving Senior Credit Facility, will be sufficient to meet the Company's
liquidity needs for working capital, capital expenditures and debt service. See
also "Dividend Policy."
BUSINESS
GENERAL
CompX is a leading manufacturer of ergonomic computer support systems,
precision ball bearing drawer slides and medium-security mechanical locks for
office furniture and a variety of other applications. The Company's products
are principally designed for use in medium- to high-end applications, where
product design, quality and durability are critical to the Company's customers.
CompX believes that, in the North American market, it is among the largest
producers of ergonomic computer support systems for office furniture
manufacturers, among the largest producers of precision ball bearing drawer
slides and among the largest producers of medium-security cabinet locks. In the
first nine months of 1997, CompX generated net sales of $80.3 million, a 24%
increase from the corresponding prior-year period. During the first nine months
of 1997, ergonomic computer support systems, precision ball bearing drawer
slides and medium-security mechanical locks accounted for approximately 33%, 39%
and 27% of net sales, respectively.
OFFICE FURNITURE INDUSTRY DYNAMICS
Approximately 75% of the Company's products are sold to the office
furniture manufacturing industry while the remainder (principally mechanical
locks) are sold for use in other products, such as vending equipment, postal
boxes, electromechanical enclosures and other non-office furniture and
equipment. The U.S. office furniture market generated wholesale sales of
approximately $10.0 billion in 1996, according to estimates by the BIFMA. The
dollar value of U.S. office furniture industry shipments has increased in 23 of
the past 25 years and, according to BIFMA estimates, has grown at a compound
annual rate of approximately 7.2% over the three year period ended December 31,
1996. BIFMA currently estimates that office furniture sales over the next three
years will grow at a compound annual rate of approximately 8.7%. The rate of
growth in this industry ultimately will be affected by certain macroeconomic
conditions such as service industry employment levels, corporate cash flow and
non-residential construction levels. CompX management believes that the sales
of its ergonomic computer support systems are experiencing substantially higher
rates of growth than the office furniture industry as a whole.
The Company believes that fundamental shifts in technology, health
considerations and work processes in the office workplace provide new growth
opportunities in the office furniture industry. Increased use of technology has
caused businesses to redesign their workspaces with greater emphasis on the
space efficient integration of computers and other office technologies into the
office workplace as well as the protection of computing equipment from damage
and theft. Additionally, increased regulatory sensitivity to ergonomic concerns
and heightened focus on the risks of repetitive stress injury have also
influenced redesign of the office workplace. In 1996, California became the
first state to adopt legislation relating to ergonomics in the workplace. Such
legislation should have a direct effect on the demand for ergonomically designed
office furniture products, which allow workers to adjust and re-arrange the
orientation of office equipment and supplies for greater comfort and
productivity. Businesses increasingly are seeking changes in work processes to
achieve more efficient workspace utilization, resulting in the creation of new
office furniture designs that embrace office sharing concepts such as office
"hoteling" and open office designs. The Company's products target manufacturers
of new furniture designed to address these industry dynamics as well as
customers that specialize in retrofitting existing office furniture.
The Company manufactures locks for a wide variety of enclosures, excluding
vehicles and homes. In addition to locks used by furniture manufacturers, the
Company's locks are used for postal boxes, vending equipment and parking meters.
These products are sold to markets which include institutional cabinets for
school and laboratory construction, household furniture and appliances,
industrial tool boxes, vending equipment, electromechanical imaging equipment,
locking electrical enclosures, banking equipment and mail boxes. The Company
also distributes approximately 30% of its lock sales through its innovative
Stock Lock programs which distribute locks to locksmith and small manufacturer
markets.
COMPETITIVE STRENGTHS
CompX believes that it is well positioned to realize continued growth in
market share in its existing markets and to build on its strengths to expand
into related product lines and markets.
Industry brand recognition and management experience. The Company's
business traces its roots to 1903 when it began manufacturing cabinet locks.
The Company is a supplier to major OEMs and believes its brand names are well
recognized in the industry. CompX currently markets its drawer slides and
ergonomic computer support systems under the Waterloo Furniture Components
Limited(R) name and markets its medium-security locks under the National Cabinet
Lock(R) name. The top seven executive management personnel have over 100 years
of combined industry experience.
Emphasis on customer collaboration. CompX has been a leader in
collaborating with customers to develop innovative customized solutions to their
unique needs for product design, application, performance and cost. An
important ingredient to this approach is the Company's full-time engineering
staff of 25 individuals and approximately $3 million in annual expenditures for
product design, development and engineering. Management believes that the
Company's responsiveness and commitment to work with customers has been critical
to its success to date.
Efficient manufacturing base. CompX has established highly automated
manufacturing systems and uses statistical process control techniques to achieve
its demanding quality standards. The Company designs and custom modifies
certain of the high-volume equipment it uses to improve the manufacturing and
assembly of its products, and has invested substantial capital in manufacturing
automation and vertical integration. The Company believes that these
initiatives reduce the Company's costs and improve product quality, productivity
and delivery response time.
Integrated information systems. The Company regularly invests in its
information systems to reduce inventories, improve the efficiency of its
manufacturing processes and reduce customer order fulfillment times. With
recently installed systems upgrades both in Canada and the United States, CompX
has fully integrated all stages of manufacturing process information and order
fulfillment. These investments have allowed the Company to continually reduce
order fulfillment times and increase the use of just-in-time supplier
relationships.
Breadth of product line. CompX has a broad product line in its core product
areas, which allows the Company to serve an increasing proportion of its
customers' requirements. This provides several benefits to the Company,
including the simplified logistics and reduced cost of shipping higher volumes
of product to its customers, closer working relationships with its key customers
and increased cross-selling opportunities.
GROWTH STRATEGY
The Company focuses on certain niche segments of the middle to high end of
the office furniture market. To achieve its targeted growth rates, CompX
intends to pursue several growth initiatives:
Continue to create innovative products. The Company intends to continue its
focus on engineering and customer collaboration to develop and sell customized
versions of its core product line and to develop new versions of existing
product lines to meet the changing requirements of office furniture
manufacturers. The Company will attempt to increase its share of the total OEM
market for components such as electronic locking systems, a service workplace
safety-oriented "Cushion-Close" drawer slide and a locking laptop computer
drawer. CompX will also consider expanding its product line to include other
furniture components with similar attributes such as one or more of the
components used in the rapidly growing seating industry.
Extend into non-furniture applications. The Company's precision ball
bearing drawer slide products increasingly are designed for and used in
applications other than traditional office furniture. For example, the Company
has designed and currently sells precision ball bearing drawer slides to
facilitate the movement of component parts in imaging machines, for professional
tool storage cabinets and other uses. CompX will continue to explore alternative
applications for its products based on core product design and manufacturing
strengths.
Continue to make strategic acquisitions. In addition to internal growth,
the Company intends to grow through selective acquisitions. The markets in
which the Company competes have a large number of relatively small regional
manufacturers and consequently offer potential consolidation opportunities. The
Company seeks acquisitions that complement its existing products,
manufacturing/design skills or customer base. The Company historically has been
able to benefit from acquisitions through economies of scale in purchasing,
manufacturing, marketing and distribution and through the application of the
Company's manufacturing and management skills. The Company has signed a letter
of intent concerning the possible acquisition of a company in a related
industry, subject to satisfactory completion of due diligence, negotiation of a
definitive agreement and appropriate board of directors approval by both
companies. No definitive agreement has been reached to date and discussions are
continuing.
Promote alternative distribution programs. While office furniture OEMs are
expected to remain the Company's primary customers, CompX also intends to
explore new distribution arrangements for the Company's products. The Company's
innovative STOCK LOCKS(R) distribution program, for example, offers a broad
range of products that generally ship within 48 hours of order placement to
customers that purchase the Company's locks in small quantities. Currently,
approximately 30% of the Company's lock sales are made through this program. In
1992, the Company began to implement similar alternative distribution programs
for its ergonomic computer support systems and precision ball bearing drawer
slides to allow the Company to reach an expanded range of customers of these
products on an economically attractive basis. Since their addition to the
Company's distributor product line in 1992, sales of these products to the
distributor market have increased and now represent approximately 10% of
combined ergonomic computer support systems and precision ball bearing drawer
slide net sales.
Expand into international markets. While CompX has historically focused on
marketing its products in North America, the Company has a small but growing
presence in international markets. The Company believes that there is
significant demand for its quality, precision products in overseas markets, and
intends to increase its international presence, particularly in Asia and Latin
America, via expanded distributor relationships and, potentially, joint venture
arrangements.
The Company was incorporated in Delaware in 1993. Its principal corporate
offices are located at 200 Old Mill Road, Mauldin, South Carolina 29662 and
its telephone number is (864) 297-6655.
PRODUCTS
CompX manufactures and sells components in three major product lines:
ergonomic computer support systems, precision ball bearing drawer slides and
medium-security cabinet locks. The Company's ergonomic computer support systems
and precision ball bearing drawer slides are sold under the Waterloo Furniture
Components Limited(R) name and the Company's medium-security cabinet locks are
sold under the National Cabinet Lock(R) name. The Company believes that its
brand names are well recognized in the industry.
Ergonomic computer support systems. CompX is a leading manufacturer and
innovator in ergonomic computer support systems for office furniture. Unlike
products targeting the residential market, which is more price sensitive with
less emphasis on quality, the CompX line consists of more highly engineered
products designed to provide ergonomic benefits for business and sophisticated
retail users.
The Company's ergonomic computer support systems include adjustable
computer keyboard support arms. These devices are designed to attach to office
desks in workplace environments where there exists a need to permit computer
users to adjust their computer keyboard to various heights and positions to
alleviate possible strains and stress which may result from repetitive
activities, such as typing. These products also maximize usable workspace and
permit the storage of the keyboard underneath the desk. CompX introduced its
first ergonomic keyboard arm in 1983 and the Leverlock(R) adjustment mechanism
in 1989, which is designed to make the adjustment of the keyboard arm easier for
all (including impaired) users.
Adjustable computer table mechanisms address the need for flexibility and
adjustability in work surfaces. The Company's adjustable table mechanisms
provide adjustable workspace heights that permit users to stand or sit and that
can be easily adjusted for different user needs.
The prevalence of computers in the workplace has also created a need for
safe and convenient storage solutions for the central processor unit ("CPU")
case. In 1997, the Company introduced a CPU storage device that can be mounted
under a work surface or on the side of desk panels to store the CPU case off the
floor to minimize the adverse effects of dust and moisture or damage from
accidental impact. The unit operates on a slide mechanism that also pivots to
provide ease of access to peripheral connections while allowing convenient,
unobtrusive storage.
CompX also offers a number of complementary accessories to its main
products. These include ergonomic wrist rest aids, mouse pad supports and
computer monitor support arms, such as the Monitor Master for the adjustment of
heavy monitors to reduce eye strain.
Precision ball bearing drawer slides. CompX manufactures a complete line
of precision ball bearing drawer slides for use in moving containers and drawers
both in office furniture as well as other applications. Precision ball bearing
drawer slides are manufactured to stringent industry standards and are designed
in conjunction with office furniture OEMs to meet the needs of end users with
respect to weight support capabilities and ease of movement.
In addition to its basic product line, an increasing proportion of the
Company's sales is based on patented innovations. In 1994, CompX introduced the
Butterfly Take Apart, which is designed to easily disengage drawers from filing
cabinets. The following year, the Company began selling its Integrated Slide
Lock ("ISL"), with which a file cabinet manufacturer can reduce the possibility
of multiple drawers being opened by the user at the same time, significantly
reducing the risk of injury from a falling cabinet. The Company's patented
concept affords the cabinet OEMs cost savings advantages in production, since
the ISL is designed as an integral part of the drawer slide, compared to custom
fabricated add-on solutions previously utilized by most manufacturers.
In recent years, applications other than office furniture have represented
a rapidly growing source of demand for the Company's precision ball bearing
drawer slides. Recently, new opportunities in heavy-duty applications such as
tool storage cabinets and electromechanical applications have created new market
opportunities. As a result of the design efforts focused on these markets,
CompX created the Ball Lock to prevent heavily filled drawers, such as auto
mechanic tool boxes, from opening while cabinets are moved during routine use in
the field. The Company's products are used extensively in professional
toolboxes and, increasingly, in electromechanical imaging equipment to
facilitate the movement of machine components in the document reproduction
process.
Cabinet locks. The Company believes that it is among the largest North
American manufacturers of medium-security cabinet locks. The Company
manufactures lock mechanisms that generally fall into three categories: disc
tumbler locks, pin tumbler locks and KeSet(R) high security locks.
Disc tumbler locks, also called wafer tumbler or plate tumbler, derive
their keying from a series of flat tumblers with a hole in the middle through
which the key passes to open the lock. This type of lock is normally limited to
two levels of keying, a passkey and one master key. A disc tumbler lock is the
least secure of the medium-security cabinet locks manufactured by the Company
and also represents the lowest cost to produce, resulting in lower selling
prices to customers.
Pin tumbler locks are keyed with a series of small pins manufactured on
automatic screw machines. A stack of four or five pins is required for each cut
in a key. Due to the increased number of parts, this type of lock is more costly
to manufacture than disc tumbler locks, but is also more secure and offers
increased variety in keying with more than one level of master keying.
The Company's patented high security KeSet(R) security system, introduced
in 1980, is another version of a pin tumbler lock. However, parts are
manufactured with hardened steel components to prevent forced entry. A
significant feature of the product line is the ability to change the keying on a
single lock 64 times without removing the lock from its enclosure. This product
is used primarily to protect money in applications such as soft drink vending
machines, gaming machines and parking meters.
The Company's industrial sales are primarily to manufacturers of cabinet
enclosures, from office furniture to electrical circuit panels to vending
machines. CompX, like most cabinet lock companies, has a standardized product
line suitable for many customers. However, a substantial portion of the
Company's volume involves specialized adaptations to individual manufacturer's
enclosure specifications.
Each of the industries served with cabinet locks has a distribution segment
for replacement needs or for supply to small shops whose volume is not
substantial enough to buy direct from a lock manufacturer. CompX has met this
need in part with its industry-unique STOCK LOCKS(R) inventory program.
Partially as a result of this program, the Company believes it holds the largest
cabinet lock market share in both locksmith and hardware component distribution.
The Company's STOCK LOCKS(R) distribution program represents 30% of its
cabinet lock sales. This program is comprised of over 900 stock keeping units
(also referred to as SKUs) of standardized locking products. This program
plans, manufactures and packages locks to inventory with a variety of keying and
finishes for shipment to customers generally within 48 hours of receipt of the
customer order.
Sales under this program are made both to a North American distribution
network as well as to large OEMs when special needs require either smaller
quantities or non-special products other than their normal volume requirements.
The distribution network supplies the Company's products both to after-market
replacement markets and to smaller cabinet shop manufacturers who do not
purchase direct from the Company due to their smaller size.
The established distributor network for STOCK LOCKS(R) has been used to
develop a standardized product line in other segments of the Company's products.
Currently both ergonomic computer support systems and, to a limited extent,
precision ball bearing drawer slides, are enjoying growing marketing success
through these and new ergonomic distribution channels.
PRODUCT DESIGN AND DEVELOPMENT
CompX believes its ability to provide customized engineering to respond to
specific customer application requirements provides it a competitive advantage,
especially in middle- to high-end applications. A dedicated and knowledgeable
engineering and marketing staff continually collaborates with the Company's
customers to identify and solve production and marketing issues. The Company's
commitment to precision design and engineering to specific customer tolerances
is a key element to its ability to serve effectively the niche markets for its
products. CompX has 25 full time engineers on staff and expends approximately
$3 million annually for product engineering, design and development to enhance
and expand product capabilities.
Customer product development needs and changing market characteristics are
the key drivers influencing the Company's product development efforts. Once a
customer has identified a concept, development engineers design solutions to
address the application requirements. Normally, several generations are
evaluated on the Company's CAD system. During this process, CompX engineers
regularly communicate with the targeted customer to ensure that the design meets
the customer's specific needs. If the product is being developed as a general
line product, the basic design work is accomplished through consultation between
the Company's engineering, marketing and manufacturing departments as well as
from market intelligence derived from target customers.
In order to ensure that the product design is workable, a prototype sample
is produced for use during an initial market evaluation of the product's
functionality. The Company's engineers may make modifications of the initial
design at this stage to ensure proper aesthetics or functional capabilities.
Once the component design is finalized, the Company's engineers design and
produce tools to manufacture the components. Depending on the type of tools,
production time can be as little as a few weeks to as much as six months.
As one of the initial developers of ergonomic computer support systems in
the mid 1980s, CompX has on numerous occasions introduced new and unique
products which have led the industry. Examples include the initial introduction
of the Model 4100 keyboard arm in 1983, the Leverlock(R), which simplifies the
adjustment of the keyboard arm, the Monitor Master, which facilitates the
adjustment of heavy monitors so as to reduce eye strain, and various types of
accessories such as mouse trays and pads of a unique and proprietary nature. In
1997, the Company introduced a CPU storage device that can be mounted off the
floor either under a work surface or on the side of desk panels to minimize dust
contamination or damage from accidental impact. The Company is currently working
on several new generations of ergonomic products such as a new version of easily
adjustable keyboard arms, including aesthetic improvements. In response to the
increased use of laptop computers, a new product is in the design process to
address ease of use and security for these computers.
During the 1990's, CompX emerged as one of the more innovative companies in
the design and manufacture of precision ball bearing drawer slides. The Company
has designed and currently sells precision ball bearing drawer slides to
facilitate the movement of component parts in imaging machines, for professional
tool storage cabinets and other uses. Examples of other innovative products
include the patented ISL and the patented Ball Lock. Development continues on a
new "Cushion Close" drawer slide to aid in the safe operation of overhead
storage bin doors, and introduction of this new product is expected in mid-1998.
In 1980, the Company introduced the patented KeSet(R) Security System which
has since gained acceptance as a cost effective product in the vending industry
where protection of money collection is paramount. While many of the product
development efforts in the cabinet lock industry are adaptations of existing
products in the pin tumbler or disc tumbler product line, products introduced in
the past few years include the pin tumbler "Advantage Plus" allowing easy
removal of the cylinder for re-keying in the field without removing the lock
from the original installation. A new patented Snap-in locking system for
institutional furniture allows either pin tumbler or disc tumbler keying to be
determined after installation, which reduces customer inventories and allows
improved delivery speed of their products. In late 1997, the Company commenced
customer field testing of an electronic locking system and the product is
experiencing good operating results in its original test site.
SALES, MARKETING AND DISTRIBUTION
CompX sells components to OEMs and to distributors through a specialized
sales force. The majority of the Company's sales is to OEMs, while the balance
represents standardized products sold through distribution channels.
Sales to large OEM customers are made through the efforts of factory-based
sales and marketing professionals and engineers working in concert with salaried
field salespeople and independent manufacturer's representatives. Manufacturers'
representatives are selected based on special skills in certain markets or with
current or potential customers. Cabinet locks are sold by a separate network of
Company-employed salespeople and manufacturers' representatives as well as
factory-based national account managers.
A significant portion of the Company's cabinet lock sales and a growing
portion of ergonomic computer support systems and precision ball bearing drawer
slides sales are made through hardware component distributors. The Company also
has a significant market share of cabinet lock sales to the locksmith
distribution channel. CompX supports its distributor sales with a line of
standardized products used by the largest segments of the marketplace. These
products are packaged and merchandised for easy availability and handling by
distributors and the end user. Based on the Company's successful STOCK LOCKS(R)
inventory program, similar programs have been implemented for distributor sales
of ergonomic computer support systems and to some extent precision ball bearing
drawer slides. Since their addition to the Company's distributor product line
in 1992, sales of these products to the distributor market have grown to
represent approximately 10% of combined ergonomic computer support systems and
precision ball bearing drawer slide net sales.
To afford a competitive advantage to the Company as well as to customers,
ergonomic computer support system and precision ball bearing drawer slides are
delivered primarily by means of a Company-owned tractor/trailer fleet. This
satellite-monitored fleet improves the timely and economic delivery of products
to customers. Another important economic advantage to the Company's customers
of an in-house trucking fleet is that it allows the shipment of many products in
returnable metal baskets (in lieu of corrugated paper cartons), which avoids
both the environmental and economic burden of disposal.
The Company does not believe it is dependent upon one or a few customers,
the loss of which would have a material adverse effect on its component products
operations. The ten largest customers accounted for about one-third of
component products sales in each of the past three years, with the largest
customer less than 10% in each year. In 1996, five of the ten largest customers
were located in the United States with four located in Canada. Of such
customers, all were primarily purchasers of slides and ergonomic computer
support system components.
ACQUISITION STRATEGY
In addition to pursuing internal growth opportunities, the Company intends
to grow through acquisitions. The markets in which the Company competes have a
large number of relatively small regional manufacturers and consequently offer
potential consolidation opportunities. The Company seeks acquisitions that
complement its existing product lines, provide access to new market segments or
expand the offering of proprietary products. The Company believes that it has
been able to achieve synergies from acquisitions through economies of scale in
purchasing, manufacturing, marketing and distribution and through the
application of the Company's manufacturing and management skills.
Since 1990, the Company has utilized cash flow from operations to complete
two acquisitions. In 1992 the Company acquired in a bankruptcy liquidation the
assets of a Canadian manufacturer of precision ball bearing drawer slides and
cabinet locks for $2 million. At the time of acquisition the operations had
sales of approximately $3.2 million and operated at break-even operating profit.
In 1995 the Company acquired the assets of another Canadian manufacturer of
precision ball bearing drawer slides and ergonomic products for $6 million. At
the time of acquisition the operations had sales of approximately $5.6 million
and operated at a slight operating loss. As a result of integrating these
operations into the Company's operations and eliminating unprofitable product
lines, these operations currently contribute approximately $8 million in net
sales and $2 million in operating income annually.
The Company has signed a letter of intent concerning the possible
acquisition of a company in a related industry, subject to satisfactory
completion of due diligence, negotiation of a definitive agreement and
appropriate board of directors approval by both companies. No definitive
agreement has been reached to date and discussions are continuing.
MANUFACTURING AND OPERATIONS
CompX operates three manufacturing facilities which it owns and leases one
facility as a distribution center. The following table sets forth the location,
size and general product types produced for each of these facilities.
PRODUCTS
PRODUCED
FACILITY NAME LOCATION SIZE
(square
feet)
Manitou Kitchener, 208,200 Ergonomic
Ontario products,
slides
Trillium Kitchener, 116,000 Ergonomic
Ontario products,
slides
Mauldin Mauldin, SC 159,200 Locks
Distribution Chino, CA 6,000 Product
Center Distribution
The Manitou and Mauldin facilities are ISO-9001 registered. ISO-9001
registration of the Trillium facility is anticipated in 1998. The Company
believes that all its facilities are well maintained and satisfactory for their
intended purposes.
The Company's facilities currently operate approximately two shifts per
day, five to six days per week.
CompX has focused on its operating cost structure and timely capital
investment in equipment and processes. This investment has allowed the Company
to reduce lead times to its customers and to implement "just-in-time" production
methods to improve inventory turns. For example, the Company has reduced the
lead time for STOCK LOCKS(R) shipments from two weeks to 48 hours through
investments that focus on enhancing automation and managed information systems.
With the recently installed information systems upgrades, CompX has fully
integrated all stages of manufacturing process information.
Continued investment in automation should allow the Company to remain price
competitive in the marketplace and should also ensure consistent quality of the
products being produced. As speed of delivery continues to gain importance with
all OEM customers, automation provides production speed and the flexibility to
quickly react to sudden changes in customer demand.
RAW MATERIALS
Coiled steel is the major raw material used in the manufacture of precision
ball bearing drawer slides and ergonomic computer support systems. Plastic
resins for injection molded plastics are also an integral material for ergonomic
computer support systems. Purchased components, including zinc castings, are
the principal raw materials used in the manufacture of medium-security cabinet
locks. These raw materials are purchased from several suppliers and readily
available from numerous sources.
The Company occasionally enters into raw material arrangements to mitigate
the short-term impact of future increases in raw material costs. While these
arrangements do not commit the Company to a minimum volume of purchases, they
generally provide for stated unit prices based upon achievement of specified
volume purchase levels. This allows the Company to stabilize raw material
purchase prices provided the specified minimum monthly purchase quantities are
met. The Company currently anticipates entering into such arrangements for zinc,
coiled steel and plastic resins for 1998 and does not anticipate significant
changes in cost of these materials from their current levels. Materials
purchased on the spot market are sometimes subject to unanticipated and sudden
price increases. Due to the competitive nature of the markets served by the
Company's products, it is often difficult to recover such increases in raw
material costs through increased product selling prices and consequently overall
operating margins can be affected by such raw material cost pressures.
COMPETITION
The office furniture market is highly competitive. Suppliers to office
furniture OEMs compete on the basis of (i) product design, including ergonomic
and aesthetic factors, (ii) product quality and durability, (iii) price
(primarily in the middle and budget segments), (iv) on-time delivery and (v)
service and technical support. The Company focuses its efforts on the middle-
and high-end segments of the market, where product design, quality and
durability are placed at a premium.
The cabinet lock market is also highly competitive. This market is highly
fragmented with a number of small- to medium-sized manufacturers that supply the
market. Cabinet lock manufacturers compete on the basis of (i) product design,
(ii) custom engineering capability, (iii) price and (iv) order fulfillment lead
times.
The Company believes it derives a significant competitive advantage as a
result of its focus on (i) a collaborative approach to product design and
engineering, (ii) increased manufacturing and assembly automation and (iii)
implementation of distribution programs that reduce order fulfillment times.
The Company competes in its ergonomic computer support systems with a small
number of manufacturers that compete primarily on the basis of product quality
and features. The Company competes in the precision ball bearing drawer slide
market with one large manufacturer and a number of smaller manufacturers that
compete primarily on the basis of product quality and price. The Company's
medium-security cabinet locks compete with a variety of relatively small
competitors, which makes significant price increases difficult.
Certain of the Company's competitors may have greater financial, marketing,
manufacturing and technical resources than those of the Company. Although the
Company believes that it has been able to compete successfully in its markets to
date, there can be no assurance that it will be able to continue to do so in the
future. See "Risk Factors--Competition."
PATENTS AND TRADEMARKS
CompX holds a number of patents relating to its component products
operations, none of which by itself is considered significant, and owns a number
of trademarks, including National Cabinet Lock(R), STOCK LOCKS(R) and Waterloo
Furniture Components Limited(R), which the Company believes are well recognized
in the component products industry.
ENVIRONMENTAL MATTERS
The Company's operations are subject to federal, state, local and
foreign laws and regulations relating to the use, storage, handling, generation,
transportation, treatment, emission, discharge, disposal and remediation of, and
exposure to, hazardous and non-hazardous substances, materials and wastes
("Environmental Laws"). The Company's operations also are subject to federal,
state, local and foreign laws and regulations relating to worker health and
safety. The Company believes that it is in substantial compliance with all such
laws and regulations. The costs of maintaining compliance with such laws and
regulations has not significantly impacted the Company to date, and the Company
has no significant planned costs or expenses relating to such matters. There
can be no assurance, however, that compliance with future Environmental Laws or
with future laws and regulations governing worker health and safety will not
require the Company to incur significant additional expenditures, or that such
additional costs would not have a material adverse effect on the Company's
business, results of operations, or financial condition.
EMPLOYEES
As of September 30, 1997, the Company employed approximately 950 employees,
including 270 in the United States and 680 in Canada. Approximately 80% of the
Company's employees in Canada are represented by the United Steel Workers of
America labor union. The Company's collective bargaining agreement with such
union expires in January 2000. The Company believes that its labor relations
are satisfactory.
LEGAL PROCEEDINGS
The Company is involved in various environmental, contractual, product
liability and other claims and disputes incidental to its business. The Company
currently believes that the disposition of all claims and disputes, individually
or in the aggregate, should not have a material adverse effect on the Company's
consolidated financial condition, results of operations or liquidity.
MANAGEMENT
DIRECTORS, EXECUTIVE OFFICERS AND KEY PERSONNEL
Set forth below is certain information (ages as of December 1, 1997)
relating to the current directors, executive officers and key personnel of the
Company.
NAME AGE OSITION(S)
Glenn R. Simmons..... 69 Chairman of the Board
David A. Bowers...... 60 President, Chief Executive
Officer and
Director
Robert W. Singer..... 61 Director
Edward J. Hardin..... 54 Director
Paul M. Bass, Jr..... 62 Director
Joseph S. 48 Executive Vice President, Chief
Compofelice.......... Financial Officer and Director
Ronald J. Simmons.... 59 Vice President; President,
Waterloo
Furniture Components Limited
Neil M. Poag......... 57 Vice President-Finance, Waterloo
Furniture Components Limited
Robert J. Ward....... 45 Vice President-Manufacturing,
Waterloo
Furniture Components Limited
David A. Carter...... 43 Vice President-Sales & Marketing,
Waterloo Furniture Components
Limited
Scott C. James....... 32 Vice President-Sales & Marketing,
National Cabinet Lock
Emory E. Hodges...... 35 Vice President-Operations,
National
Cabinet Lock
J. Mark 46 General Counsel
Hollingsworth........
Bobby D. O'Brien..... 40 Vice President and Treasurer
William J. Lindquist 40 Vice President and Tax Director
....................
Steven L. Watson..... 47 Vice President and Secretary
GLENN R. SIMMONS has served as Chairman of the Board since the Company's
formation in 1993. Mr. Simmons is also a member of the Company's Management
Development and Compensation committee. Mr. Simmons has served as a director of
Valhi or certain of Valhi's predecessors since 1980. Mr. Simmons has been Vice
Chairman of the Board of Valhi and Contran, a diversified holding company, since
prior to 1992. Mr. Simmons' positions also include: director of Valhi's
majority owned subsidiary, NL Industries, Inc., a titanium dioxide pigments and
specialty chemicals company; Vice Chairman of the Board and a director of
Valcor; Chairman of the Board and a director of Contran's less-than-majority-
owned affiliate, Keystone Consolidated Industries, Inc. ("Keystone"), a steel
fabricated wire products, industrial wire and carbon steel rod company; and a
director of Contran's less-than-majority-owned affiliate, Tremont Corporation, a
holding company engaged in the titanium metals and chemicals industries
("Tremont"). Mr. Simmons has been an executive officer or director of various
companies related to Contran since 1969. Mr. Simmons is the brother of Harold
C. Simmons.
DAVID A. BOWERS has served as President, Chief Executive Officer and a
director of the Company since the Company's formation in 1993. Mr. Bowers has
been employed by the Company and its predecessors since 1960 in various sales,
marketing and executive positions, having been named President of the Company's
cabinet lock and related segments in 1979. Mr. Bowers is a trustee and Chairman
of the Board of Monmouth College, Monmouth, Illinois.
ROBERT W. SINGER has served as a director of the Company since the
Company's formation in 1993. Mr. Singer has served as Vice President of Valhi
and Contran since prior to 1992. Mr. Singer has also served as President and
Chief Operating Officer of Keystone since prior to 1992 to February 1997 and as
Chief Executive Officer of Keystone since February 1997. Mr. Singer has served
as an executive officer or director of various companies related to Valhi and
Contran since 1982.
EDWARD J. HARDIN has served as a director of the Company since December
1997 and is chairman of the Company's audit committee and a member of the
Company's Management Development and Compensation committee. Mr. Hardin has
been a partner of the law firm of Rogers & Hardin LLP since its formation in
1976. Mr. Hardin is a director of Westrup, Inc. (seed processing machinery) and
also serves as Chairman of the Board of the Harvard Center for the Study of
World Religions.
PAUL M. BASS, JR. has been a director of the Company since December 1997
and is a member of the audit committee and chairman of the Company's Management
Development and Compensation committee. Mr. Bass also serves as a director of
Keystone. Mr. Bass's principal occupation for the past five years has been to
serve as Vice Chairman of First Southwest Company, a privately owned investment
banking firm. Mr. Bass is also Chairman of Richman Gordman Half Price Stores,
Inc., Chairman of MorAmerica Private Equities Company, a director and chairman
of the audit committee of California Federal Bank, a director and member of the
executive committee of Source Services, Inc. and a director of Jayhawk
Acceptance Corp. Mr. Bass is currently serving as a member of the executive
committee of Zale Lipshy University Hospital and as Chairman of the Board of
Trustees of Southwestern Medical Foundation.
JOSEPH S. COMPOFELICE has served as Executive Vice President of the Company
since December 1997. Mr. Compofelice has also served as Executive Vice
President of Valhi since 1994, Vice President and Chief Financial Officer of NL
and Tremont since 1994, a director of NL since 1995, and since 1996 Vice
President and Chief Financial Officer of Titanium Metals Corporation ("TIMET"),
Tremont's 30% owned principal operating affiliate and, except for a period
during 1996, a director of TIMET since 1994. From prior to 1992 to 1994, Mr.
Compofelice was the Vice President and Chief Financial Officer of Baroid
Corporation, a company engaged in the petroleum services industry that Dresser
Industries, Inc. acquired in 1994. Mr. Compofelice has served as an executive
officer or director of various companies related to Valhi and Contran since
1988.
RONALD J. SIMMONS has served as a Vice President of the Company since
December 1997 and has also served as President of the Company's wholly owned
subsidiary, Waterloo Furniture Components Limited, since prior to 1992. Before
joining the Company, he held senior positions with Canadian General Electric,
The Molsons Companies, and Emco, Limited, a division of Masco Limited. Mr.
Simmons also serves on the boards of Schneider Corporation, a Canadian food
processor, and ACS Limited, a manufacturer of components for OEM and aftermarket
off road vehicles.
NEIL M. POAG has served as Vice President-Finance of Waterloo since 1995.
Mr. Poag has also served as Vice President-Controller of Waterloo Furniture
Components Limited from 1985 to 1995 and as Controller of Waterloo Furniture
Components Limited from 1980 to 1985.
ROBERT J. WARD has served as Vice President-Manufacturing of Waterloo
Furniture Components Limited since 1996. Mr. Ward has also served as Manager,
Engineering of Waterloo Furniture Components Limited from 1989 to 1996. From
the time he joined Waterloo Furniture Components Limited in 1986 as the Plant
Engineer to 1989, Mr. Ward has served in various other managerial positions with
Waterloo Furniture Components Limited.
DAVID A. CARTER has served as Vice President-Sales & Marketing of Waterloo
Furniture Components Limited since 1995. From 1991 to 1995 Mr. Carter served as
Director of Marketing for Waterloo Furniture Components Limited. Immediately
prior to Mr. Carter's joining the Company, he was the Vice President of
Marketing for Delta Faucet (Canada) Limited and prior to that he was the
Director of Marketing for Emco Limited, a Canadian division of Masco Limited.
SCOTT C. JAMES has served as Vice President-Sales & Marketing, National
Cabinet Lock division, of the Company since 1994. Mr. James has also served as
National Accounts Manager of the National Cabinet Lock division from the time he
joined the Company in 1992 to 1994. Prior to joining the Company, Mr. James was
a Branch Sales Manager of Global Life and Accident Insurance Company.
EMORY E. HODGES has served as Vice President-Operations, National Cabinet
Lock division, of the Company since he joined the Company in 1994. Mr. Hodges
was an Engineering Supervisor for Michelin Americas Research and Development
Corporation from 1984 to the time he joined the Company in 1994.
J. MARK HOLLINGSWORTH has served as General Counsel of the Company since
June 1996 and Senior or Legal Counsel to the Company since its formation. Mr.
Hollingsworth has also served as General Counsel of Valhi and Contran since
1996. From prior to 1992 to 1996, Mr. Hollingsworth served as Senior or Legal
Counsel for Valhi and Contran. Mr. Hollingsworth has served as legal counsel of
various companies related to Valhi and Contran since 1983.
BOBBY D. O'BRIEN has served as Vice President and Treasurer of the Company
since June 1997. Mr. O'Brien has also served as Vice President of Valhi and
Contran since October 1996 and Treasurer of Valhi since May 1997 and Contran
since June 1997. Since 1993, Mr. O'Brien has served as Treasurer and Vice
President-Finance of Medite Corporation, a wholly owned subsidiary of Valcor
that operated Valhi's former buildings products business. From 1988 to 1994,
Mr. O'Brien served as Assistant Controller of Valhi and Contran. Mr. O'Brien
has served in financial and accounting positions with various companies related
to Valhi and Contran since 1988.
WILLIAM J. LINDQUIST has served as Vice President and Tax Director of the
Company since 1994. Mr. Lindquist has also served as Vice President and Tax
Director of Valhi and Contran since prior to 1992. Mr. Lindquist has served as
an executive officer or director of various companies related to Valhi and
Contran since 1980.
STEVEN L. WATSON has served as Vice President and Secretary of the Company
since its formation. Mr. Watson has also served as Vice President and Secretary
of Valhi and Contran since prior to 1992. Mr. Watson has served as an executive
officer or director of various companies related to Valhi and Contran since
1980.
Each of the above-named directors of CompX serves until the next annual
meeting of the stockholders of the Company or until their respective earlier
removal or resignation. Each of the above-named officers of CompX serves at the
pleasure of the Board of Directors.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has established an audit committee (the "Audit
Committee") and a management development and compensation committee (the "MD&C
Committee"). The Company does not have a nominating committee.
The Audit Committee is comprised of Mr. Bass and Mr. Hardin, who serves as
chairman. The principal responsibilities of the Audit Committee are to review
the selection of the Company's independent auditors and to make its
recommendation with respect to such selection to the Board of Directors; to
review with the independent auditors the scope and results of the annual
auditing engagement, the procedures for internal auditing, the system of
internal accounting controls and internal audit results; and to direct and
supervise special audit inquiries. The Audit Committee will convene when deemed
appropriate or necessary by its members.
The MD&C Committee is comprised of Mr. Hardin, Mr. Bass and Mr. Glenn R.
Simmons, who serves as chairman. The principal responsibilities of the MD&C
Committee are to review and approve certain matters involving executive
compensation, including making recommendations to the Board of Directors
regarding compensation matters involving the Chief Executive Officer; to review
and approve grants of stock options and other awards under the Incentive Plan;
and to review and administer such other compensation matters as the Board of
Directors may direct from time to time. The MD&C Committee will convene when
deemed appropriate or necessary by its members.
COMPENSATION OF DIRECTORS
Directors of the Company who are not employees of the Company will receive
an annual retainer of $12,000, payable in quarterly installments, plus a fee of
$750 per day for attendance at meetings and at a daily rate for other services
rendered on behalf of the Board of Directors or committees thereof. In
addition, directors who are members of the Audit Committee or the MD&C Committee
will receive an annual retainer of $1,000, paid quarterly in installments, for
each committee on which they serve. Directors are reimbursed for reasonable
expenses incurred in attending meetings and in the performance of other services
rendered on behalf of the Board of Directors or its committees. Directors are
also eligible for awards under the Incentive Plan.
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION OF EXECUTIVE OFFICERS
Summary Compensation Table. The Summary Compensation Table below provides
certain summary information concerning annual and long-term compensation paid or
accrued by the Company to or on behalf of the Company's Chief Executive Officer
and its one other executive officer who earned over $100,000 in salary and bonus
in 1996 for services rendered to the Company (the "named executive officers").
SUMMARY COMPENSATION TABLE (a)
ANNUAL ALL OTHER
COMPENSATION
NAME AND PRINCIPAL YEAR SALARY BONUS
POSITION
David A. Bowers.......... 1996 $140,036 $90,000 $ 29,997
President and
Chief Executive
Officer
Ronald J. Simmons........ 1996 114,706 55,147 4,705
Vice President;
President-Waterloo
Furniture Components
Limited
- ----------------------
(a) Columns required by the rules and regulations of the Securities and
Exchange Commission (the "Commission") that contain no entries have been
omitted.
(b) These amounts represent contributions the Company made to certain of the
Company's defined contribution plans.
The Company, Valhi, Contran and certain related corporations have entered
into certain intercorporate services agreements between each other
(collectively, the "ISAs"). Pursuant to each ISA, the parties to the ISA agreed
to render certain services to the other in exchange for agreed upon fees and
reimbursements of costs, including executive officer services rendered to one
party by employees of the other. The fees paid pursuant to the ISAs are
generally based upon the estimated percentage of time individual employees,
including executive officers, devote to certain matters on behalf of the
recipient of the services. See also "Certain Relationships and Related
Transactions."
Messrs. Glenn Simmons, Singer, Compofelice, Hollingsworth, O'Brien,
Lindquist and Watson render services to the Company under the ISAs and receive
their compensation from affiliate companies that employ them. No employer of an
executive officer of the Company who rendered services in 1996 to the Company
under the ISAs received fees in excess of $100,000 from the Company attributable
to such officer's services.
It has been Valhi's policy to award certain key employees of the Company
shares of restricted Valhi common stock or grant options to purchase Valhi
common stock under the terms of Valhi's stock option plans. After the Offering,
Valhi does not intend to continue this policy.
The following table provides information with respect to the named
executive officers concerning the value of unexercised options to acquire Valhi
common stock held as of December 31, 1996. During 1996, no executive officer
exercised any options. No SARs have been granted under any incentive plan.
DECEMBER 31, 1996 OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/SARS
OPTIONS AT AT
DECEMBER 31,1996 (#) DECEMBER 31, 1996 (a) (b)
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
David A. Bowers 77,000 43,000 $58,980 $ 8,370
Ronald J. 16,000 14,000 11,175 980
Simmons
- ----------------------
(a) The aggregate amount represents the difference between the exercise price
of the individual stock options and Valhi's $6.375 per share closing price
as of December 31, 1996 as reported on the NYSE composite tape.
(b) Pursuant to an agreement between the Company and Valhi, Valhi receives the
full market value on the date of exercise of any Valhi common stock issued
to such person pursuant to the exercise of stock options granted to such
person. The employee pays Valhi the exercise price and the Company pays
Valhi the difference between the market value and the exercise price.
INCENTIVE COMPENSATION PLAN
Prior to completion of the Offering, the Company intends to adopt the CompX
International Inc. 1997 Incentive Compensation Plan (the "Incentive Plan".) The
purpose of the Incentive Plan is to advance the interests of the Company and its
stockholders by providing incentives to certain eligible persons who contribute
significantly to the strategic and long-term performance objectives and growth
of the Company. The Incentive Plan provides for awards or grants of stock
options, stock appreciation rights, performance grants and other awards deemed
by the MD&C Committee to be consistent with the purposes of the Plan
(collectively, "Awards") Under the Incentive Plan, key individuals employed by,
or performing services for, the Company are eligible to receive Awards. A
person who is eligible to receive an Award may be a nonemployee director or some
other person who is not employed by the Company. The MD&C Committee is the
initial committee to administer the Incentive Plan. The MD&C Committee
determines the eligible persons to whom it grants Awards and the type, size and
terms of such Awards. The Company has reserved for issuance a maximum of [ ]
shares of Class A Common Stock for Awards under the Incentive Plan, subject to
certain adjustments. A stock option awarded under the Incentive Plan may be an
incentive stock option or non-qualified stock option and the term of such stock
option cannot exceed ten years. Awards may be granted in conjunction with other
Awards.
In addition, upon completion of the Offering, five of the Company's
Officers and Directors will be awarded shares of Class A Common Stock, with
an option to receive one-half of the value of such shares in cash to satisfy
individual income taxes related thereto (the "Management Shares").
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1996, the Board of Directors did not have a compensation committee
and David A. Bowers, Glenn R. Simmons and Robert W. Singer comprised the entire
Board of Directors of the Company when the Board of Directors deliberated on
executive officer compensation. Messrs. Glenn Simmons, Bowers and Singer were
the Company's Chairman of the Board, President and Chief Executive Officer and
Vice President, respectively. During 1996, Mr. Glenn Simmons and Mr. Singer
also served as executive officers of Valhi, Keystone and Contran and Mr. Glenn
Simmons served as a director of Valhi, Keystone and Contran.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Relationships with Related Parties. As set forth under the caption
"Security Ownership in the Company and its Affiliates," Mr. Harold C. Simmons,
through Valcor, Valhi and Contran, may be deemed to control the Company. Mr.
Glenn R. Simmons, Chairman of the Board of the Company, is the brother of Mr.
Harold C. Simmons. Mr. Glenn R. Simmons and Mr. Singer are also directors of
the Company's parent company, Valcor, and of certain affiliates of the Company
and Valcor. See "Management - Directors, Executive Officers and Key Personnel."
Corporations that may be deemed to be controlled by or affiliated with Mr.
Harold C. Simmons, including the Company, sometimes engage in (a) intercorporate
transactions such as guarantees, management and expense sharing arrangements,
shared fee arrangements, joint ventures, partnerships, loans, options, advances
of funds on open account, and sales, leases and exchanges of assets, including
securities issued by both related and unrelated parties, and (b) common
investment and acquisition strategies, business combinations, reorganizations,
recapitalizations, securities repurchases, and purchases and sales (and other
acquisitions and dispositions) of subsidiaries, divisions or other business
units, which transactions have involved both related and unrelated parties and
have included transactions which resulted in the acquisition by one related
party of a publicly-held minority equity interest in another related party. The
Company continuously considers, reviews and evaluates, and understands that
Contran and related entities consider, review and evaluate, such transactions.
Depending upon the business, tax and other objectives then relevant, it is
possible that the Company might be a party to one or more such transactions in
the future.
Although no specific procedures are in place that govern the treatment of
transactions among the Company and Contran, Valhi or other affiliated companies,
the Board of Directors of each of such publicly held companies, except for
Contran, includes one or more members who are not officers or directors of any
entity that may be deemed to be related to the Company. Additionally, under
applicable law, in the absence of stockholder ratification or approval by
directors who may be deemed disinterested, transactions involving contracts
among companies under common control must be fair to all companies involved.
Furthermore, directors and officers owe fiduciary duties of good faith and fair
dealing to all stockholders of the companies for which they serve.
The Company understands that Valhi and related entities may consider
acquiring or disposing of shares of Class A Common Stock through open-market or
privately negotiated transactions depending upon future developments including,
but not limited to, the availability and alternative uses of funds, the
performance of the Class A Common Stock in the market, an assessment of the
business of and prospects for the Company, financial and stock market conditions
and other factors. The Company does not presently intend, and understands that
Valhi does not presently intend, to engage in any transaction or series of
transactions that would result in the Class A Common Stock becoming eligible for
termination of registration under the Securities Exchange Act of 1934, as
amended, or ceasing to be traded on a national securities exchange.
It is the policy of the Company to engage in transactions with related
parties on terms, in the opinion of the Company, no less favorable to the
Company than could be obtained from unrelated parties.
Loans and Advances. From time to time the Company makes advances to and
borrows from Valcor, Valhi and other related parties pursuant to term and demand
loans. Such loans and advances are made principally for cash management
purposes. During 1994, the net borrowings of the Company from Valcor were
$250,000, which was repaid in 1995. During 1996 and 1997, the Company neither
borrowed money from nor loaned money to any related party, except with respect
to the Valcor Note. See "Recent Developments."
Contractual Arrangements. The ISA between the Company and Valhi (the
"Valhi ISA") provides that Valhi will render or provide certain management,
financial, and administrative services to the Company on a fee basis. The
Company paid fees to Valhi for services rendered under the Valhi ISA of
$224,000, $284,000 and $300,000 in 1994, 1995 and 1996, respectively and
$225,000 and $195,000 for the nine months ended September 30, 1996 and 1997,
respectively. The Valhi ISA is an annual agreement and may be extended on a
quarter-to-quarter basis, subject to termination by advance notice by either
party and amendment by mutual agreement.
Net charges from related parties for services provided in the ordinary
course of business, principally "pass-through" insurance charges for insuring
and other risks, aggregated $160,000 in 1994, $152,000 in 1995 and $149,000 in
1996, respectively and $139,000 and $175,000 for the nine months ended September
30, 1996 and 1997, respectively. Such charges, in the Company's opinion, are
cost beneficial to the Company since it receives the advantage of lower
insurance rates available to Contran and its affiliates.
Certain employees of the Company have been awarded shares of restricted
Valhi common stock or granted options to purchase Valhi common stock under the
terms of Valhi's stock option plans. The Company will reimburse Valhi for the
cost of shares of restricted Valhi common stock awarded to employees of the
Company as of the time the restrictions on such shares lapse, based on the
market value of Valhi common stock on such date. With respect to options to
acquire Valhi common stock granted to employees of the Company, the Company will
reimburse Valhi for the difference between the option exercise price and the
market price of Valhi common stock at the time of exercise. As of September 30,
1997, employees of the Company held options to acquire 216,000 shares of Valhi
common stock at exercise prices ranging from $4.76 per share to $14.66 per
share. All shares of restricted stock previously granted had vested at December
31, 1996. The Company has recorded an expense (credit) of ($77,000) in 1994,
($6,000) in 1995 and $12,000 in 1996 and ($28,000) and $386,000 for the nine
months ended September 30, 1996 and 1997, respectively in connection with the
grant of Valhi restricted stock and stock options. To the extent employees of
the Company continue to have options outstanding to purchase Valhi common stock,
future changes in the market price of Valhi common stock will result in
additional expense or credits to the Company's operating results.
The Company, Valcor and Valhi are members of Contran's consolidated United
States federal income tax group (the "Contran Tax Group"). The policy for
intercompany allocation of federal income taxes provides that subsidiaries
included in the Contran Tax Group complete the provision for federal income
taxes on a separate company basis. Subsidiaries of Valcor makes payments to, or
receive payments from, Valcor in the amount they would have paid to or received
from the Internal Revenue Service had they not been members of the Contran Tax
Group. The separate company provisions and payments are computed using the tax
elections made by Contran. The Company and Valcor have entered into a tax
sharing agreement (the "Tax Sharing Agreement") that provides for the allocation
of tax liabilities and tax payments as described above. For all periods
presented, the Company is a member of the Contran Tax Group. The Company is
jointly and severally liable for the federal income tax of Contran and the other
companies included in the Contran Tax Group for all periods in which the Company
is included in Contran Tax Group. Valcor has agreed, however, to indemnify the
Company for any liability for income taxes of the Contran Tax Group in excess of
the Company's tax liability computed in accordance with the Tax Sharing
Agreement. Upon consummation of the Offering, the Company will become a
separate United States taxpayer and will no longer be a member of the Contran
Tax Group.
Certain Litigation. In November 1991, a purported derivative complaint was
filed in the Court of Chancery of the State of Delaware, New Castle County (Alan
Russell Kahn v. Tremont Corporation, et al., No. 12339) in connection with
Tremont's agreement to purchase 7.8 million NL common shares from Valhi. In
addition to Tremont and Valhi, the complaint names as defendants the members of
Tremont's board of directors at the time, which included Mr. Glenn R. Simmons.
The complaint alleges, among other things, that Tremont's purchase of the NL
shares constitutes a waste of Tremont's assets and that Tremont's board of
directors breached its fiduciary duty to Tremont's public stockholders and
seeks, among other things, to rescind Tremont's consummation of the purchase of
the NL shares and award damages to Tremont for injuries allegedly suffered as a
result of the defendants' wrongful conduct. In March 1996, the trial court
ruled in favor of the defendants, and concluded that Tremont's purchase did not
constitute an overreaching of Tremont by its controlling stockholder (Valhi),
that Tremont's purchase price for the NL shares was fair and that in all other
respects the transaction was fair to Tremont. In June 1996, the plaintiffs
filed an appeal with the Delaware Supreme Court. A hearing before a three-judge
panel of the Delaware Supreme Court was held in December 1996, and an en banc
hearing before the full Supreme Court was held in February 1997. In June 1997,
the Delaware Supreme Court en banc reversed the trial court ruling and remanded
the matter to the lower court for further proceedings. The Supreme Court held,
in part, that the trial court had erred in placing the burden of proof on the
plaintiffs and remanded the matter so that the trial court could determine
whether the defendants had demonstrated the entire fairness of the transaction.
In October 1997, oral arguments upon remand were heard. The judge has requested
additional testimony, which is currently expected to be presented in January
1998. The Company understands that Valhi, Tremont and the other defendants
believe that the action is without merit and that each intends to defend the
action vigorously.
In September 1996, a complaint was filed in the Superior Court of New
Jersey, Bergen County, Chancery Division (Frank D. Seinfeld v. Harold C.
Simmons, et al., No. C-336-96) against Valhi, NL and certain current and former
members of NL's board of directors including Mr. Glenn R. Simmons. The
complaint, a derivative action on behalf of NL, alleges, among other things,
that NL's August 1991 "Dutch auction" tender offer was an unfair and wasteful
expenditure of NL's funds. The complaint seeks, among other things, to rescind
NL's purchase of approximately 10.9 million shares of NL's common stock from
Valhi pursuant to the Dutch auction, and the plaintiff has stated that the
damages sought are $149 million. Valhi and the other defendants have answered
the complaint and have denied all allegations of wrongdoing. Discovery has been
completed, and a pretrial conference is scheduled for December 1997. The
Company understands that Valhi and each of the other defendants believe that the
complaint is without merit and that each intends to defend the action
vigorously.
SECURITY OWNERSHIP IN THE COMPANY AND ITS AFFILIATES
Prior to the Offering, no shares of the Company's Class A Common Stock were
outstanding, and all of the shares of the Company's Class B Common Stock were
held by Valcor, a wholly-owned subsidiary of Valhi.
As set forth below, Contran holds, directly or through subsidiaries,
approximately 93% of the outstanding Valhi common stock. Harold C. Simmons,
Chairman of the Board, President and Chief Executive Officer of Valcor, Valhi
and Contran, may be deemed to control each of such companies.
Immediately after completion of the Offering, the only shares of Class A
Common Stock that will be outstanding are those shares that will be issued in
the Offering (including any shares issued if the Underwriters' over-allotment
option is exercised) and approximately [ ] Management Shares. After completion
of the Offering, all of the Company's shares of Class B Common Stock will
continue to be held by Valcor. Such shares of Class B Common Stock will
represent approximately % of the combined voting power ( % for election of
directors) of all shares of the Company's Common Stock outstanding ( % and %,
respectively, if the Underwriters' over-allotment option is exercised in full),
and will represent approximately % of the economic interest in the Company
(approximately % if the Underwriters' over-allotment option is exercised in
full).
The following table sets forth as of December 1, 1997, the beneficial
ownership, as defined by the regulations of the Commission, of Valhi common
stock by (i) each person or group of persons known to the Company to
beneficially own more than 5% of the outstanding shares of Valhi common stock,
(ii) each director of the Company, (iii) each named executive officer of the
Company, and (iv) all executive officers and directors of the Company as a
group. Except as set forth below, no securities of the Company's parent
companies or subsidiary companies are beneficially owned by any director or
named executive officer of the Company. All information is taken from or based
upon ownership filings made by such persons with the Commission or upon
information provided by such persons to the Company.
VALHI COMMON STOCK
AMOUNT AND NATURE PERCENT
NAME OF BENEFICIAL OWNER OF OF
BENEFICIAL CLASS
OWNERSHIP (A)
Contran Corporation and
subsidiaries:
Contran Corporation (b)......... 8,624,558 (c) 7.5%
National City Lines, Inc. (b)... 11,491,009 (c) 10.0%
Valhi Group, Inc. (b)........... 85,644,496 (c) 74.7%
Paul M. Bass, Jr.................. __,___ (d) *
David A. Bowers................... __,___ (d) *
Joseph S. Compofelice............. 30,000 (d) *
Edward J. Hardin.................. __,___ (d) *
Glenn R. Simmons.................. __,___ (d) *
Ronald J. Simmons................. __,___ (d) *
Robert W. Singer.................. __,___ (d) *
All directors and executive
officers _,___,___ (d) _._%
as a group (__ persons) ........
- --------------------
* Less than 1%.
(a) All beneficial ownership is sole and direct unless otherwise noted.
(b) The business address of Valhi Group, Inc. ("VGI"), National City Lines,
Inc. ("National") and Contran is Three Lincoln Centre, 5430 LBJ Freeway,
Suite 1700, Dallas, Texas 75240-2697.
(c) National, NOA, Inc. ("NOA") and Dixie Holding Company ("Dixie Holding") are
the direct holders of approximately 73.3%, 11.4% and 15.3%, respectively,
of the outstanding common stock of VGI. Together, National, NOA and Dixie
Holding may be deemed to control VGI. Contran and NOA are the direct
holders of approximately 85.7% and 14.3%, respectively, of the outstanding
common stock of National and together may be deemed to control National.
Contran and Southwest Louisiana Land Company, Inc. ("Southwest") are the
direct holders of approximately 49.9% and 50.1%, respectively, of the
outstanding common stock of NOA and together may be deemed to control NOA.
Dixie Rice Agricultural Corporation, Inc. ("Dixie Rice") is the direct
holder of 100% of the outstanding common stock of Dixie Holding and may be
deemed to control Dixie Holding. Contran is the direct holder of
approximately 88.7% and 54.3% of the outstanding common stock of Southwest
and Dixie Rice, respectively, and may be deemed to control Southwest and
Dixie Rice.
Mr. Harold C. Simmons is Chairman of the Board, President and Chief
Executive Officer of Valhi, VGI, National, NOA, Dixie Holding and Contran.
Mr. Simmons is also Chairman of the Board and Chief Executive Officer of
Dixie Rice and Southwest.
Substantially all of Contran's outstanding voting stock is held by two
trusts, the Harold C. Simmons Family Trust No. 1 dated January 1, 1964 and
the Harold C. Simmons Family Trust No. 2 dated January 1, 1964 (together,
the "Trusts"), established for the benefit of Mr. Simmons, children and
grandchildren, of which Mr. Simmons is the sole trustee. As sole trustee
of each of the Trusts, Mr. Simmons has the power to vote and direct the
disposition of the shares of Contran stock held by each of the Trusts. Mr.
Simmons, however, disclaims beneficial ownership of any shares of Contran
stock.
The Combined Master Retirement Trust (the "CMRT") directly holds
approximately 0.1% of the outstanding shares of Valhi common stock. The
CMRT is a trust formed by the Company to permit the collective investment
by trusts that maintain the assets of certain employee benefit plans
adopted by the Company and related companies. Mr. Simmons is the sole
trustee of the CMRT and the sole member of the trust investment committee
for the CMRT. Mr. Simmons is a participant in one or more of the employee
benefit plans that invest through the CMRT. Mr. Simmons, however,
disclaims beneficial ownership of any shares held by the CMRT, except to
the extent of his vested beneficial interest therein.
Mr. Simmons' spouse directly owns 77,000 shares of Valhi common stock, with
respect to all of which Mr. Simmons disclaims beneficial ownership. Mr.
Simmons also directly owns 3,383 shares of Valhi common stock.
By virtue of the holding of the offices, the stock ownership and his
service as trustee, all as described above, (a) Mr. Harold C. Simmons may
be deemed to control such entities and (b) Mr. Simmons and certain of such
entities may be deemed to possess indirect beneficial ownership of shares
directly held by certain of such other entities. However, Mr. Simmons
disclaims such beneficial ownership of the shares beneficially owned,
directly or indirectly, by any of such entities.
The Company understands that NL and Valmont Insurance Company ("Valmont")
directly hold 1,186,200 shares and 1,000,000 shares of Valhi common stock,
respectively. Valhi is the direct holder of approximately 57.3% of the
outstanding common stock of NL. Valhi is also the direct holder of 100% of
the outstanding common stock of Valmont. The Company further understands
that, pursuant to Delaware law, Valhi treats the shares of Valhi common
stock that Valmont and NL hold directly as treasury stock for voting
purposes. For the purposes of this prospectus, the shares of Valhi common
stock that Valmont and NL hold directly are not deemed outstanding.
Although the Company is not a party to the action, the Company is aware
that a lawsuit captioned In re: The Harold C. Simmons Family Trust No. 1
and Family Trust No. 2 U/A January 1, 1964 (No. 96-306-P) is pending in the
Probate Court Number One of Dallas County, Texas. Pleadings filed in the
action contain allegations by two of Mr. Harold C. Simmons' four daughters
who are among the beneficiaries of the Trusts) that Mr. Simmons has
breached his fiduciary duties as trustee of the Trusts. The breaches of
fiduciary duty claimed include, among others, allegedly unfair self
dealing, allegedly improper charitable contributions and alleged violations
of the federal election laws. Pleadings by Mr. Simmons in the action
assert that all actions taken by him as trustee were specifically permitted
by the terms of the Trusts and greatly benefited the Trusts and the
beneficiaries. The relief sought by the plaintiffs includes the removal of
Mr. Simmons as trustee of the Trusts. Mr. Simmons' other two daughters
have filed pleadings in the action opposing the relief sought by the
plaintiffs. The first trial of this matter ended in a mistrial. Unless
this matter is resolved through mediation or otherwise, a new trial is
expected to begin in March, 1998. Mr. Simmons has advised the Company that
the action has no merit; that he denies all allegations of wrongdoing made
by the plaintiffs; and that he intends to continue to defend the action
vigorously.
(d) The shares of Valhi common stock shown as beneficially owned by David A
Bowers, Glenn R. Simmons, Ronald J. Simmons and all executive officers and
directors as a group include 43,000, 332,500, 20,000 and ___,____ shares,
respectively, that such person or group has the right to acquire upon the
exercise within 60 days subsequent to December 1, 1997 of stock options
granted pursuant to the Valhi, Inc. 1987 Stock Option - Stock Appreciation
Rights Plan.
DESCRIPTION OF CAPITAL STOCK
GENERAL
The following discussion of the capital stock of the Company assumes that
the Restated Certificate of Incorporation of the Company, which will become
effective before the Offering commences, is in effect.
Upon the effective date of the Offering, the authorized capital stock of
the Company will consist of __,000,000 shares of Common Stock, par value $.0l
per share, of which __,000,000 shares have been designated as Class A Common
Stock and 10,200,000 shares have been designated as Class B Common Stock, and
1,000 shares of preferred stock, par value $.0l per share (the "Preferred
Stock"). Effective upon completion of the Offering, ______ shares of Class A
Common Stock will be issued and outstanding (________ if the Underwriters, over-
allotment option is exercised in full), 10,200,000 shares of Class B Common
Stock will be issued and outstanding, and no shares of Preferred Stock will be
issued and outstanding. In addition, ___________ shares of Class A Common Stock
will be reserved for issuance pursuant to the Incentive Plan and 10,200,000
shares of Class A Common Stock will be reserved for issuance upon conversion of
the Class B Common Stock. The following summary does not purport to be complete
and is subject to the detailed provisions of, and qualified in its entirety by
reference to, the Company's Restated Certificate of Incorporation and Bylaws,
copies of which have been filed as exhibits to the Registration Statement of
which this Prospectus is a part, and to the applicable provisions of the
Delaware General Corporation Law of the State of Delaware ("DGCL").
COMMON STOCK
The shares of Class A Common Stock and Class B Common Stock are identical
in all respects, except for voting rights with respect to the election of
directors and certain conversion rights and transfer restrictions in respect of
the shares of the Class B Common Stock. The number of authorized shares of any
class or classes of capital stock of the Company may be increased or decreased
(but not below the number of shares thereof then outstanding) by the affirmative
vote of the holders of a majority of the voting power of the Common Stock of the
Company entitled to vote generally in the election of directors irrespective of
the provisions of Section 242(b)(2) of the DGCL or any corresponding provisions
hereinafter enacted.
Voting Rights. The holders of Class A Common Stock are entitled to one
vote per share. Holders of Class B Common Stock are entitled to one vote per
share in all matters except the election of directors where such holders are
entitled to ten votes per share. Holders of all classes of Common Stock
entitled to vote will vote together as a single class on all matters presented
to the stockholders for their vote or approval except as otherwise required by
applicable law. Immediately after the Offering, the shares of Class B Common
Stock will represent approximately, [ ]% of the combined voting power ( % for
election of directors) of all classes of voting stock of the Company
(approximately [ ]% and [ ]%, respectively, if the Underwriters' over-
allotment option is exercised in full).
The Common Stock does not have cumulative voting rights, which means that
holders of the shares of Common Stock with a majority of the votes to be cast
for the election of directors can elect all directors then being elected. Since
the purchasers of the shares of Class A Common Stock offered hereby will acquire
shares entitling them to less than a majority of such votes, such stockholders
will be unable to elect a director without the affirmative vote of Valcor.
Dividends. Each share of Class A Common Stock and Class B Common Stock has
an equal and ratable right to receive dividends to be paid from the Company's
assets legally available therefor when, as and if declared by the Board of
Directors. Delaware law generally requires that dividends be paid only out of
the Company's surplus or current net profits in accordance with the DGCL. The
Company may not make any dividend or distribution to any holder of any class of
Common Stock unless simultaneously with such dividend or distribution the
Company makes the same dividend or distribution with respect to each outstanding
share of Common Stock regardless of class. Whenever a dividend or distribution,
including distributions pursuant to stock splits or divisions of the Common
Stock, is payable in shares of Common Stock, the number of shares of Common
Stock payable per share of of Common Stock shall be equal in number.
The Company does not anticipate paying cash dividends in the foreseeable
future. See "Dividend Policy."
Conversion and Transfer. Class A Common Stock has no conversion rights.
Prior to a "Tax-Free Spin-Off" (as defined below), shares of Class B Common
Stock may be freely transferred (i) between members of the Contran Corporation
Control Group (as defined below) or (ii) outside the Contran Corporation Control
Group (as defined below) in a transaction that is not a "Tax-Free Spin-Off" (as
defined below). However, shares of Class B Common Stock transferred to a person
who is not a member of the Contran Corporation Control Group (as defined below)
in a transaction that is not a "Tax-Free Spin-Off" (as defined below) shall
automatically convert into shares of Class A Common Stock as of the date of such
transfer. Transfers of Class B Common Stock between members of the Contran
Corporation Control Group (as defined below) shall have no effect other than to
change the beneficial ownership of such Class B Common Stock. For purposes
hereof, a member of the Contran Corporation Control Group shall be Contran
Corporation, a Delaware corporation, and any entity included in the affiliated
group as defined in Section 1504 of the Internal Revenue Code of 1986, as
amended from time to time (the "Code"), of which Contran Corporation or its
successor is the common parent. For purposes hereof, "Tax-Free Spin-Off" shall
mean any transfer effected in connection with a distribution of Class B Common
Stock as a spin-off, split-up or split-off to stockholders of a member of the
Contran Corporation Control Group intended to be on a tax-free basis under the
Code.
Following a Tax-Free Spin-Off, shares of Class B Common Stock shall be
transferred as Class B Common Stock, subject to applicable laws; provided,
however, that shares of Class B Common Stock shall automatically convert into
shares of Class A Common Stock on the fifth anniversary of the Tax-Free Spin-
Off, unless prior to such Tax-Free Spin-Off, the distributing member of the
Contran Corporation Control Group, or its successor, as the case may be,
delivers to the Company an opinion of counsel reasonably satisfactory to the
Company to the effect that such conversion could adversely affect the ability of
the distributing member, or its successor, as the case may be, to obtain a
favorable ruling from the Internal Revenue Service that the transfer would be a
Tax-Free Spin-Off. If such an opinion is received, approval of such conversion
shall be submitted to a vote of the holders of the Common Stock as soon as
practicable after the fifth anniversary of the Tax-Free Spin-Off, unless the
distributing member or its successor, as the case may be, delivers to the
Company an opinion of counsel reasonably satisfactory to the Company prior to
such anniversary that such vote could adversely affect the status of the Tax-
Free Spin-Off, including the ability to obtain a favorable ruling from the
Internal Revenue Service; if such opinion is so delivered, such vote shall not
be held. Approval of such conversion will require the affirmative vote of the
holders of a majority of the shares of both Class A Common Stock and Class B
Common Stock present and voting, voting together as a single class, with each
share entitled to one vote for such purpose. No assurance can be given that any
such conversion would be consummated.
Prior to a Tax-Free Spin-Off, all shares of Class B Common Stock shall
automatically convert into shares of Class A Common Stock if the aggregate
number of outstanding shares of Class B Common Stock becomes less than 50% of
the aggregate number of outstanding shares of Common Stock.
Reclassification and Merger. In the event of a reclassification or other
similar transaction as a result of which the shares of Class A Common Stock are
converted into another security, then a holder of Class B Common Stock will be
entitled to receive upon conversion the amount of such other security that the
holder would have received if the conversion occurred immediately prior to the
record date of such reclassification or other similar transaction. No
adjustments in respect of dividends will be made upon the conversion of any
share of Class B Common Stock except if a share is converted subsequent to the
record date for the payment of a dividend or other distribution on shares of
Class B Common Stock but prior to such payment, then the registered holder of
such share at the close of business on such record date will be entitled to
receive the dividend or other distribution payable on such date regardless of
the conversion thereof or the Company's default in payment of the dividend due
on such date.
In the event the Company enters into any consolidation, merger, combination
or other transaction in which shares of Common Stock are exchanged for or
changed into other stock or securities, cash or any other property, then, and in
such event, the shares of each class of Common Stock will be exchanged for or
changed into either (l) the same amount of stock, securities, cash or any other
property, as the case may be, into which or for which each share of any other
class of Common Stock is exchanged for or changed into, provided such shares so
exchanged for or changed into may differ to the extent and only to the extent
that the Class A Common Stock and the Class B Common Stock differ as provided in
the Company's Restated Certificate of Incorporation or (2) if holders of each
class of Common Stock are to receive different distributions of stock,
securities, cash or any other property, an amount of stock, securities, cash or
property per share having a value, as determined by an independent investment
banking firm of national reputation selected by the Board of Directors, equal to
the value per share into which or for which each share of any other class of
Common Stock is exchanged or changed.
Liquidation. In the event of the dissolution, liquidation or winding up of
the Company, the holders of Class A Common Stock and Class B Common Stock are
entitled to share equally and ratably in the assets available for distribution
after payments are made to the Company's creditors and to the holders of any
Preferred Stock of the Company that may be outstanding at the time.
Other. The holders of shares of Common Stock have no preemptive,
subscription or redemption rights and are not liable for further call or
assessment. All of the outstanding shares of Common Stock are, and the shares
of Class A Common Stock offered hereby will be, fully paid and nonassessable.
Prior to the date of this Prospectus, there has been no established public
trading market for the Common Stock. It is expected that the Common Stock will
be approved for listing on the NYSE under the symbol "[ ]."
PREFERRED STOCK
The Board of Directors of the Company is authorized, without further
stockholder action, to divide any or all shares of authorized Preferred Stock
into series and to fix and determine the designations, preferences and relative
participating, optional or other special rights, and qualifications, limitations
or restrictions thereon, of any series so established, including voting powers,
dividend rights, liquidation preferences, redemption rights and conversion or
exchange privileges. As of the date of this Prospectus, no shares of Preferred
Stock have been issued and the Board of Directors of the Company had not
authorized any series of Preferred Stock and there are no plans, agreements or
understandings for the issuance of any shares of Preferred Stock.
DELAWARE GENERAL CORPORATION LAW
Section 203 of the DGCL provides, in general, that a stockholder acquiring
more than 15% of the outstanding voting stock of a corporation subject to the
statute (an "Interested Stockholder") but less than 85% of such stock may not
engage in certain Business Combinations (as defined in Section 203) with the
corporation for a period of three years subsequent to the date on which the
stockholder became an Interested Stockholder unless (i) prior to such date the
corporation's board of directors approved either the Business Combination or the
transaction in which the stockholder became an Interested Stockholder or (ii)
the Business Combination is approved by the corporation's board of directors and
authorized by a vote of at least 66 2/3% of the outstanding voting stock of the
corporation not owned by the Interested Stockholder. The provisions of Section
203 ("Section 203") of the DGCL do not apply to the Company. Such provisions,
if they were to apply to the Company, would restrict the Company's ability to
enter into business combinations with certain stockholders of the Company and
would render an unsolicited takeover attempt of the Company more difficult.
Any action required to be taken at any annual or special meeting of the
Company's stockholders may be taken without a meeting, without prior notice and
without a vote, upon the written consent of the minimum number of stockholders
necessary to authorize such action.
LIMITATIONS ON DIRECTORS' LIABILITY
The Company's Restated Certificate of Incorporation provides that no
director of the Company shall be personally liable to the Company or its
stockholders for monetary damages for any breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) in respect of certain unlawful dividend payments or stock purchases
or redemptions, or (iv) for any transaction from which the director derived an
improper personal benefit. The effect of these provisions is to eliminate the
rights of the Company and its stockholders (through stockholders, derivative
suits on behalf of the Company) to recover monetary damages against a director
for breach of fiduciary duty as a director (including breaches resulting from
grossly negligent behavior), except in the situations described above. These
provisions do not limit the liability of directors under federal securities laws
and do not affect the availability of equitable remedies such as an injunction
or rescission based upon a director's breach of his duty of care.
TRANSFER AGENT AND REGISTRAR
[to come] will act as the transfer agent and registrar for the Common
Stock.
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of this Offering, the Company will have outstanding
__________ shares of Class A Common Stock (_______ shares if the Underwriters'
over-allotment option is exercised in full) without taking into account any
options, restricted stock or Management Shares granted to officers and employees
of the Company. All _________ shares of Class A Common Stock (___________
shares if the Underwriters' over-allotment option is exercised in full) sold
hereby will be freely tradable without restriction or further registration under
the Securities Act of 1933 (the "Securities Act") by persons other than
"affiliates" of the Company (defined in Rule 144 under the Securities Act as a
person who directly or indirectly through the use of one or more intermediaries
controls, is controlled by, or is under common control with, the Company). The
10,200,000 shares of Class B Common Stock held by Valcor will be deemed
restricted securities within the meaning of Rule 144. Shares of Class A Common
Stock acquired or to be acquired by officers and employees of the Company
pursuant to the exercise of options or restricted stock grants will be, upon the
filing of a Registration Statement on Form S-8 registering such shares, freely
tradable without restriction or further registration under the Securities Act by
persons other than "affiliates." Sales of restricted securities and shares of
Class A Common Stock held by "affiliates" are subject to certain volume, timing
and manner of sale restrictions pursuant to Rule 144. Any sales of substantial
amounts of these shares in the public market might adversely affect prevailing
market prices for the shares of Class A Common Stock.
In general, under Rule 144, a person (or persons whose shares are
aggregated) who has beneficially owned shares for at least one year, including
"affiliates" of the Company, would be entitled to sell within any three-month
period that number of shares that does not exceed the greater of (i) 1% of the
number of shares of Class A Common Stock then outstanding or (ii) the average
weekly trading volume of the Class A Common Stock during the four calendar weeks
preceding such sale. Sales pursuant to Rule 144 are subject to certain manner
of sale provisions, notice requirements and the availability of current public
information about the Company. A person (or persons whose shares are
aggregated) who is not deemed to have been an affiliate of the Company at any
time during the 90 days preceding a sale, and who has beneficially owned the
shares proposed to be sold for at least two years, would be entitled to sell
such shares under Rule 144(k) without regard to many of the requirements
described above. The Company is unable to estimate the number of restricted
shares or shares held by affiliates that will be sold under Rule 144 since this
will depend in part on the market price for the Class A Common Stock, the
personal circumstances of the holders of the shares and other factors.
Each of the Company and Valcor, and their respective executive officers and
directors, has agreed with the Underwriters not to issue or sell any shares of
Common Stock, or shares convertible or exchangeable or exercisable for Common
Stock, for a period of 180 days from the date of this Prospectus. Thereafter,
Valcor will be able to sell any shares of Common Stock it owns in reliance upon
Rule 144, subject to the resale, volume and other limitations described above.
Under certain circumstances shares of Class B Common Stock may be automatically
converted into shares of Class A Common Stock. It is possible that Valcor or
another member of the Contran Corporation Control Group may cause the Company to
register any such converted shares of Class A Common Stock that may be owned by
Valcor or another member of the Contran Corporation Control Group to permit a
further distribution of such shares of Class A Common Stock by Valcor.
Prior to the Offering, there has been no public market for the Class A
Common Stock. Trading of the Class A Common Stock is expected to commence
following the completion of the Offering. There can be no assurance that an
active trading market will develop or continue after the completion of the
Offering or that the market price of the Class A Common Stock will not decline
below the initial public offering price. No prediction can be made as to the
effect, if any, that future sales of shares of Class A Common Stock, or the
availability of shares for future sale, will have on the market price prevailing
from time to time. Sales of substantial amounts of Class A Common Stock in the
public market, or the perception that such sales could occur, could adversely
affect the prevailing market price of the Class A Common Stock or the ability of
the Company to raise capital through a public offering of its equity securities.
CERTAIN UNITED STATES TAX CONSEQUENCES TO NON-UNITED STATES HOLDERS
A general discussion of certain United States federal income and estate tax
consequences of the ownership and disposition of Common Stock applicable to Non-
U.S. Holders (as defined) of Common Stock is set forth below. In general, a
"Non U.S. Holder" is a person other than: (i) a citizen or resident (as defined
for United States federal income or estate tax purposes, as the case may be) of
the United States; (ii) a corporation organized in or under the laws of the
United States or a political subdivision thereof; or (iii) an estate or trust
the income of which is subject to United States federal income taxation
regardless of its source. The discussion is based on current law and is
provided for general information only. The discussion does not address aspects
of United States federal taxation other than income and estates taxation and
does not address all aspects of federal income and estate taxation. The
discussion does not consider any specific facts or circumstances that may apply
to a particular Non-U.S. Holder and does not address all aspects of United
States federal income tax law that may be relevant to Non-U.S. Holders that may
be subject to special treatment under such law (for example, insurance
companies, tax-exempt organizations, financial institutions or broker-dealers).
ACCORDINGLY, PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISORS
REGARDING THE UNITED STATES FEDERAL, STATE, LOCAL AND NON-U.S. CURRENT AND
POSSIBLE FUTURE INCOME AND OTHER TAX CONSEQUENCES OF HOLDING AND DISPOSING OF
CLASS A COMMON STOCK.
DIVIDENDS
In general, the gross amount of dividends paid to a Non-U.S. Holder will be
subject to United States withholding tax at a 30% rate (or any lower rate
prescribed by an applicable tax treaty) unless the dividends are (i) effectively
connected with a trade or business carried on by the Non-U.S. Holder within the
United States and a Form 4224 is filed with the withholding agent or (ii) if a
tax treaty applies, are attributable to a United States permanent establishment
of the Non-U.S. Holder. If neither exception applies, the dividend will be
taxed at ordinary U.S. federal income tax rates. A Non-U.S. Holder may be
required to satisfy certain certification requirements in order to claim the
benefit of an applicable treaty rate or otherwise claim a reduction of, or
exemption from, the withholding obligation pursuant to the above described
rules. In the case of a Non-U.S. Holder that is a corporation, effectively
connected income may also be subject to the branch profits tax (which is
generally imposed on a foreign corporation at a rate of 30% of the deemed
repatriation from the United States of "effectively connected earnings and
profits") except to the extent that an applicable tax treaty provides otherwise.
The Company may pay dividends to Common Stock holders in the form of
additional Common Stock. In general, dividends of common stock paid pro rata to
holders of common stock are not taxable distributions. Holders who receive such
stock dividends must allocate the basis of the stock with respect to which the
distribution is made between such stock and the newly distributed stock in
proportion to the fair market values of each on the distribution date. In
certain circumstances stock dividends could be taxable distributions. However,
the Company does not currently expect to pay any stock dividends that would be
deemed taxable distributions.
SALE OF COMMON STOCK
Generally, a Non-U.S. Holder will not be subject to United States federal
income tax on any gain realized upon the disposition of his Common Stock unless:
(i) the Company has been, is, or becomes a "U.S. real property holding
corporation" for federal income tax purposes and certain other requirements are
met; (ii) the gain is effectively connected with a trade or business carried on
by the Non-U.S. Holder within the United States; or (iii) the Common Stock is
disposed of by an individual Non-U.S. Holder, who holds the Common Stock as a
capital asset and is present in the United States for 183 days or more in the
taxable year of the disposition, and the gains are considered derived from
sources within the United States. The Company believes that it has not been, is
not currently and, based upon its current business plans, is not likely to
become a U.S. real property holding corporation. A Non-U.S. Holder also may be
subject to tax pursuant to the provisions of United States tax law applicable to
certain United States expatriates. Non-U.S. Holders should consult applicable
treaties, which may exempt from United States taxation gains realized upon the
disposition of Common Stock in certain cases.
ESTATE TAX
Common Stock owned or treated as owned by an individual Non-U.S. Holder at
the time of death will be includible in the individual's gross estate for United
States federal estate tax purposes, unless an applicable treaty provides
otherwise, and may be subject to United States federal estate tax.
BACKUP WITHHOLDING AND INFORMATION REPORTING REQUIREMENTS
On October 14, 1997, the IRS issued final regulations relating to
withholding, information reporting and backup withholding that unify current
certification procedures and forms and clarify reliance standards (the "Final
Regulations"). The Final Regulations generally will be effective with respect
to payments made after December 31, 1998.
Except as provided below, this section describes rules applicable to
payments made on or before December 31, 1998. Backup withholding (which
generally is a withholding tax imposed at the rate of 31% on certain payments to
persons that fail to furnish the information required under the United States
information reporting and backup withholding rules) generally will not apply to
(i) dividends paid to Non-U.S. Holders that are subject to the 30% withholding
discussed above (or that are not so subject because a tax treaty applies that
reduces or eliminates such 30% withholding) or (ii) dividends paid on the Common
Stock to a Non-U.S. Holder at an address outside the United States. The Company
will be required to report annually to the IRS and to each Non-U.S. Holder the
amount of dividends paid to, and the tax withheld with respect to, such holder,
regardless of whether any tax was actually withheld. This information may also
be made available to the tax authorities in the Non-U.S. Holder's country of
residence.
In the case of a Non-U.S. Holder that sells Common Stock to or through a
United States office of a broker, the broker must backup withhold at a rate of
31% and report the sale to the IRS, unless the holder certifies its Non-U.S.
status under penalties of perjury or otherwise establishes an exemption. In the
case of a Non-U.S. Holder that sells Common Stock to or through the foreign
office of a United States broker, or a foreign broker with certain types of
relationships to the United States, the broker must report the sale to the IRS
(but not backup withhold) unless the broker has documentary evidence in its
files that the seller is a Non-U.S. Holder or certain other conditions are met,
or the holder otherwise establishes an exemption. A non-U.S. Holder will
generally not be subject to information reporting or backup withholding if such
Non-U.S. Holder sells the Common Stock to or through a foreign office of a Non-
United States broker.
Any amount withheld under the backup withholding rules from a payment to a
holder is allowable as a credit against the holder's U.S. federal income tax,
which may entitle the holder to a refund, provided that the holder furnishes the
required information to the IRS. In addition, certain penalties may be imposed
by the IRS on a holder who is required to supply information but does not do so
in the proper manner.
The Final Regulations eliminate the general current law presumption that
dividends paid to an address in a foreign country are paid to a resident of that
country. In addition, the Final Regulations impose certain certification and
documentation requirements on Non-U.S. Holders claiming the benefit of a reduced
withholding rate with respect to dividends under a tax treaty.
Prospective purchasers of the Class A Common Stock are urged to consult
their own tax advisors as to the effect, if any, of the Final Regulations on
their purchase, ownership and disposition of the Class A Common Stock.
UNDERWRITING
Upon the terms and subject to the conditions stated in the Underwriting
Agreement dated the date hereof, each Underwriter named below has severally
agreed to purchase, and the Company has agreed to sell to such Underwriter, the
number of shares of Class A Common Stock set forth opposite the name of such
Underwriter.
UNDERWRITER
Smith Barney Inc............................... [ ]
NationsBanc Montgomery Securities, Inc......... [ ]
Wheat, First Securities, Inc................... [ ]
TOTAL.......................................... [ ]
The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the shares are subject to
approval of certain legal matters by counsel and to certain other conditions.
The Underwriters are obligated to take and pay for all shares of Class A Common
Stock offered hereby (other than those covered by the over-allotment option
described below) if any such shares are taken.
The Underwriters, for whom Smith Barney Inc., NationsBanc Montgomery
Securities, Inc. and Wheat, First Securities, Inc. are acting as the
Representatives, propose to offer part of the shares directly to the public at
the public offering price set forth on the cover page of this Prospectus and
part of the shares to certain dealers at a price which represents a concession
not in excess of $0.[ ] per share under the public offering price. The
Underwriters may allow, and such dealers may reallow, a concession not in excess
of $0.[ ] per share to certain other dealers. After the initial offering of
the shares to the public, the public offering price and such concessions may be
changed by the Representatives. The Representatives of the Underwriters have
advised the Company that the Underwriters do not intend to confirm any Shares to
any accounts over which they exercise discretionary authority.
The Company has granted to the Underwriters an option, exercisable for
thirty days from the date of this Prospectus, to purchase up to [ ]
additional shares of Class A Common Stock at the price to public set forth on
the cover page of this Prospectus minus the underwriting discounts and
commissions. The Underwriters may exercise such option solely for the purpose
of covering over-allotments, if any, in connection with the Offering of the
shares offered hereby. To the extent such option is exercised, each Underwriter
will be obligated, subject to certain conditions, to purchase approximately the
same percentage of such additional shares as the number of shares set forth
opposite each Underwriter's name in the preceding table bears to the total
number of shares listed in such table.
The Company and Valcor, and each of their respective officers and directors
have agreed that, for a period of 180 days from the date of this Prospectus,
they will not, without the prior written consent of Smith Barney Inc., offer,
sell, contract to sell, or otherwise dispose of, any shares of Common Stock of
the Company or any securities convertible into, or exercisable or exchangeable
for, Common Stock of the Company.
In connection with this Offering and in compliance with applicable law, the
Underwriters may overallot (i.e., sell more Class A Common Stock) than the total
amount shown on the list of Underwriters and participations which appears above)
and may effect transactions which stabilize, maintain or otherwise affect the
market price of the Class A Common Stock at levels above those which might
otherwise prevail in the open market. Such transactions may include placing
bids for the Class A Common Stock or effecting purchases of the Class A Common
Stock for the purpose of pegging, fixing or maintaining the price of the Class A
Common Stock or for the purpose of reducing a syndicate short position created
in connection with the Offering. A syndicate short position may be covered by
exercise of the option described above in lieu of or in addition to open market
purchases. In addition, the contractual arrangements among the Underwriters
include a provisions whereby if the Representatives purchase Class A Common
Stock in the open market for the account of the underwriting syndicate and the
securities purchased can be traced to a particular Underwriter or member of the
selling group, the underwriting syndicate may require the Underwriter or selling
group member in question to purchase the Common Stock in question at the cost
price to the syndicate or may recover from (or decline to pay to) the
Underwriter or selling group member in question the selling concession
applicable to the securities in question. The Underwriters are not required to
engage in any of these activities and any such activities, if commenced, may be
discontinued at any time.
Prior to this Offering, there has not been any public market for the Class
A Common Stock of the Company. Consequently, the initial public offering price
for the Shares of Class A Common Stock included in this Offering has been
determined by negotiations between the Company and the Representatives. Among
the factors considered in determining such price were the history of and
prospects for the Company's business and the industry in which it competes, an
assessment of the Company's management and the present state of the Company's
development, the past and present revenues and earnings, the current state of
the economy in the United States and the current level of economic activity in
the industry in which the Company competes and in related or comparable
industries, and currently prevailing conditions in the securities markets,
including current market valuations of publicly traded companies which are
comparable to the Company.
The Company and the Underwriters have agreed to indemnify each other
against certain liabilities, including liabilities under the Securities Act.
LEGAL MATTERS
Certain legal matters with respect to the shares offered hereby will be
passed upon for the Company by Rogers & Hardin LLP, Atlanta, Georgia, of which
Mr. Hardin, a director of the Company, is a partner. The Underwriters have been
represented by Cravath, Swaine & Moore, New York, New York.
EXPERTS
The consolidated balance sheets as of December 31, 1995 and 1996 and
September 30, 1997, and the related consolidated statements of income, cash
flows and stockholder's equity for each of the three years in the period ended
December 31, 1996 and for the nine months ended September 30, 1997, included in
this Prospectus, have been included herein in reliance upon the report of
Coopers & Lybrand L.L.P., independent accountants, given on the authority of
that firm as experts in accounting and auditing.
ADDITIONAL INFORMATION
The Company has filed with the Commission a registration statement on Form
S-1 under the Securities Act (together with all amendments and exhibits thereto,
the "Registration Statement"), with respect to the shares of Common Stock
offered hereby. This Prospectus, which constitutes a part of the Registration
Statement, does not contain all of the information set forth in the Registration
Statement and the exhibits filed as part thereof. For further information with
respect to the Company and the shares of Class A Common Stock offered hereby,
reference is made to the Registration Statement and to the exhibits filed as a
part thereof. Statements contained in this Prospectus as to the contents of any
contract, agreement or other document referred to are not necessarily complete
and are qualified in their entirety by reference to each such contract,
agreement or other document which is filed as an exhibit to the Registration
Statement. The Registration Statement, including the exhibits and schedules
thereto, may be inspected without charge at the principal office of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, or at the Regional
offices of the Commission at Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661, and Seven World Trade Center, Suite 1300, New
York, New York 10048. Copies of such material may be obtained by mail from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Commission maintains a
worldwide web site that contains reports, proxy statements and other information
regarding registrants, including the Company, that file electronically with the
Commission, at http://www.sec.gov.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE
NUMBER
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET:
Pro Forma Condensed Consolidated Balance Sheet -
September 30, 1997................................. FA-2
Notes to Pro Forma Condensed Consolidated
Balance Sheet........................................ FA-3
HISTORICAL CONSOLIDATED FINANCIAL STATEMENTS:
Report of Independent Accountants...................... FB-1
Consolidated Balance Sheets -
December 31, 1995 and 1996;
September 30, 1997 ......................... FB-2
Consolidated Statements of Income -
Years ended December 31, 1994, 1995 and 1996;
nine months ended September 30, 1996 (unaudited);
nine months ended September 30, 1997................. FB-4
Consolidated Statements of Stockholder's Equity -
Years ended December 31, 1994, 1995 and 1996;
nine months ended September 30, 1997.............. FB-5
Consolidated Statements of Cash Flows -
Years ended December 31, 1994, 1995 and 1996;
nine months ended September 30, 1996 (unaudited);
nine months ended September 30, 1997................. FB-6
Notes to Consolidated Financial Statements............. FB-7
COMPX INTERNATIONAL INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
The following unaudited pro forma condensed consolidated balance sheet as of
September 30, 1997 is based on the Company's Historical Consolidated Financial
Statements included in this Prospectus, adjusted to give pro forma effect to (i)
payment of a $50 million dividend to Valcor by distribution of a $50 million
demand note payable to Valcor, (ii) repayment of the demand note payable to
Valcor from borrowings under the Revolving Senior Credit Facility and (iii) the
Offering and application of the net proceeds therefrom, under the assumptions
set forth in the respective notes. The unaudited pro forma condensed
consolidated balance sheet does not purport to represent what the Company's
consolidated financial position would actually have been at such date had such
transactions in fact occurred on such date nor does such statement purport to be
indicative of the Company's consolidated financial position at any date in the
future.
COMPX INTERNATIONAL INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
September 30, 1997
(Unaudited)
(In millions)
Pro forma Pro forma Pro forma
adjustments adjustmentsadjustmentsPro forma,
ASSETS Historical (a) Pro (b) (c) as
forma adjusted
Current assets:
Cash and cash $15.3 $ - $15.3 $ - $ 28.2 $43.5
equivalents
Other current assets 25.2 - 25.2 - - 25.2
40.5 - 40.5 - 28.2 68.7
Other assets .1 - .1 - - .1
Property and equipment, 17.9 - 17.9 - - 17.9
net
$58.5 $ - $58.5 $ - $ 28.2 $86.7
LIABILITIES AND
STOCKHOLDERS' EQUITY
Current liabilities:
Demand note payable t $ - $ 50.0 $50.0 $(50.0) $ - $ -
Valcor
Other current 10.2 - 10.2 - - 10.2
liabilities
10.2 50.0 60.2 (50.0) - 10.2
Long-term debt .4 - .4 50.0 (50.0) .4
Other noncurrent 1.3 - 1.3 - - 1.3
liabilities
Stockholders' equity 46.6 (50.0) (3.4) - 78.2 74.8
$58.5 $ - $58.5 $ - $ 28.2 $86.7
COMPX INTERNATIONAL INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
Note 1 - Pro forma adjustments:
Pro forma adjustments described below reflect (i) payment of a $50 million
dividend to Valcor by distribution of a $50 million demand note payable to
Valcor, (ii) repayment of such demand note from borrowings under the Revolving
Senior Credit Facility and (iii) the Offering and application of the net
proceeds therefrom, as described in the table below, as if such transactions had
occurred on September 30, 1997.
(a) Payment of a $50 million dividend to Valcor by
distribution of a $50 million demand note payable to
Valcor.
(b) Repayment of the demand note payable to Valcor from
borrowings pursuant to the Revolving Senior Credit
Facility.
Amount
(In millions)
(c) Proceeds of the Offering:
Issuance of the Class A Common Stock $ 84.6
Less underwriting discount (5.9)
Less estimated expenses of the (.5)
Offering
78.2
Repayment of borrowings under the
Revolving (50.0)
Senior Credit Facility
Net cash $ 28.2
REPORT OF INDEPENDENT ACCOUNTANTS
To the Stockholder and Board of Directors of CompX International Inc.:
We have audited the accompanying consolidated balance sheets of CompX
International Inc. (formerly National Cabinet Lock, Inc.)
as of December 31, 1995 and 1996 and September 30, 1997, and the related
consolidated statements of income, cash flows and
stockholder's equity for each of the three years in the period ended December
31, 1996 and for the nine months ended September 30,
1997. 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 in accordance with generally accepted auditing
standards. Those standards 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. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the
consolidated financial position of CompX International Inc. as of December 31,
1995 and 1996 and September 30, 1997 and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1996 and
for the nine months ended September 30, 1997 in conformity with generally
accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Dallas, Texas
December 17, 1997
COMPX INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
December 31, September
30,
ASSETS 1995 1996 1997
Current assets:
Cash and cash equivalents $ 6,548 $ 8,550 $15,331
Accounts receivable, less
allowance for
doubtful accounts of $138, $167 10,748 11,658 13,950
and
$314
Receivable from affiliates 320 384 290
Inventories 9,217 10,879 10,293
Prepaid expenses 241 394 332
Deferred income taxes 592 343 343
Total current assets 27,666 32,208 40,539
Other assets 139 83 73
Property and equipment:
Land 396 394 392
Buildings 8,372 8,364 8,319
Equipment 19,289 20,668 23,358
Construction in progress 291 88 1,329
28,348 29,514 33,398
Less accumulated depreciation 11,745 13,355 15,554
Net property and equipment 16,603 16,159 17,844
$44,408 $48,450 $58,456
COMPX INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEETS (CONTINUED)
(In thousands, except share data)
December 31, September
30,
LIABILITIES AND STOCKHOLDER'S 1995 1996 1997
EQUITY
Current liabilities:
Current maturities of long-term deb $ 39 $ 88 $ 125
Accounts payable and accrued 8,218 6,896 8,994
liabilities
Payable to affiliates - 5 -
Income taxes 1,302 1,066 1,099
Total current liabilities 9,559 8,055 10,218
Noncurrent liabilities:
Long-term debt 59 74 290
Deferred income taxes 2,005 1,068 1,261
Other 173 11 112
Total noncurrent liabilities 2,237 1,153 1,663
Stockholder's equity:
Preferred stock, $1 par value; 1,00
shares - - -
authorized, none issued
Common stock, $1 par value; 1,000
shares 1 1 1
authorized, issued and outstanding
Additional paid-in capital 4,511 4,511 4,511
Retained earnings 28,070 34,852 42,324
Currency translation adjustment 30 (122) (261)
Total stockholder's equity 32,612 39,242 46,575
$44,408 $48,450 $58,456
Commitments and contingencies (Note 10)
COMPX INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
Year ended Nine months ended
December 31, September 30,
1994 1995 1996 1996 1997
(unaudited)
Revenues:
Net sales $70,029 $80,238 $88,744 $64,693 $80,296
Other income 793 499 759 538 607
70,822 80,737 89,503 65,231 80,903
Costs and expenses:
Cost of sales 42,651 52,400 58,295 43,461 52,903
Selling, general an
administrative 7,401 8,465 9,106 6,961 8,259
Interest 18 13 18 73 27
50,070 60,878 67,419 50,495 61,189
Income before
income taxes 20,752 19,859 22,084 14,736 19,714
Provision for income
taxes
8,833 7,758 9,055 6,012 7,726
Net income $11,919 $12,101 $13,029 $ 8,724 $11,988
Net income per common
share
$ 1.17 $ 1.19 $ 1.28 $ .86 $ 1.17
Common shares 10,200 10,200 10,200 10,200 10,200
outstanding
COMPX INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
Years ended December 31, 1994, 1995 and 1996
and
Nine months ended September 30, 1997
(In thousands)
Additional
Common paid-in Retained
stock capital earnings
Balance at December 31, 1993 $1 $ 4,511 $14,630
Net income - - 11,919
Dividends - - (4,580)
Adjustments, net - - -
Balance at December 31, 1994 1 4,511 21,969
Net income - - 12,101
Dividends - - (6,000)
Adjustments, net - - -
Balance at December 31, 1995 1 4,511 28,070
Net income - - 13,029
Dividends - - (6,247)
Adjustments, net - - -
Balance at December 31, 1996 1 4,511 34,852
Net income - - 11,988
Dividends - - (4,516)
Adjustments, net - - -
Balance at September 30, 1997 $1 $4,511 $42,324
Currency Total
translationstockholder'
adjustment s
equity
Balance at December 31, 1993 $ 235 $19,377
Net income - 11,919
Dividends - (4,580)
Adjustments, net (529) (529)
Balance at December 31, 1994 (294) 26,187
Net income - 12,101
Dividends - (6,000)
Adjustments, net 324 324
Balance at December 31, 1995 30 32,612
Net income - 13,029
Dividends - (6,247)
Adjustments, net (152) (152)
Balance at December 31, 1996 (122) 39,242
Net income - 11,988
Dividends - (4,516)
Adjustments, net (139) (139)
Balance at September 30, 1997 $(261) $46,575
COMPX INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Nine months ended
Year ended December 31, September 30,
1994 1995 1996 1996 1997
(unaudited)
Cash flows from operating
activities:
Net income $11,919 $12,101 $13,029 $ 8,724 $11,988
Depreciation and amortizatio 1,746 2,193 2,483 2,128 2,310
Deferred income taxes 477 (475) (625) 138 295
Other, net (13) 109 206 228 170
Change in assets and
liabilities:
Accounts receivable (1,206) (1,608) (1,093) (1,404) (2,479)
Inventories (2,143) (162) (1,662) (275) 586
Accounts payable and
accrued 898 807 (1,277) (528) 2,098
liabilities
Accounts with affiliates (570) (292) (59) 110 89
Income taxes (1,221) 111 (221) 113 42
Other, net (162) 65 (306) (220) 163
Net cash provided by
operating
9,725 12,849 10,475 9,014 15,262
activities
Cash flows from investing
activities:
Capital expenditures (3,405) (2,013) (2,287) (2,134) (4,084)
Purchase of business unit - (5,982) -
Other, net 295 25 263 188 -
Net cash used by
investing
(3,110) (7,970) (2,024) (1,946) (4,084)
activities
Cash flows from financing
activities:
Indebtedness, net (39) (42) (74) (35) 253
Loans from affiliates:
Loans 900 - - - -
Repayments (650) (250) - - -
Dividends (4,580) (6,000) (6,247) (4,500) (4,516)
Net cash used by
financing
(4,369) (6,292) (6,321) (4,535) (4,263)
activities
Cash and cash equivalents:
Net increase (decrease) from
Operating, investing and
financing 2,246 (1,413) 2,130 2,533 6,915
activities
Currency translation (420) 373 (128) (28) (134)
Balance at beginning of 5,762 7,588 6,548 6,548 8,550
period
Balance at end of period $ 7,588 $ 6,548 $ 8,550 $ 9,053 $15,331
Supplemental disclosures - cas
paid
for:
Interest $ 18 $ 13 $ 18 $ 7 $ 27
Income taxes 9,749 8,407 9,974 5,664 7,295
COMPX INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Organization and basis of presentation:
CompX International Inc., formerly National Cabinet Lock, Inc. (collectively
the "Company"), is a wholly-owned subsidiary of Valcor, Inc. which is a wholly-
owned subsidiary of Valhi, Inc. (NYSE: VHI). The Company is a North American
manufacturer of component products (principally ergonomic computer support
systems, precision ball bearing drawer slides and cabinet locks) for furniture
and other markets.
Contran Corporation holds, directly or through subsidiaries, approximately
93% of Valhi's outstanding common stock. Substantially all of Contran's
outstanding voting stock is held by trusts established for the benefit of the
children and grandchildren of Harold C. Simmons, of which Mr. Simmons is sole
trustee. Mr. Simmons, the Chairman of the Board of each of Contran, Valhi and
Valcor, may be deemed to control each of such companies and the Company.
Information included in the consolidated financial statements for the
interim period ended September 30, 1996 is unaudited. In the opinion of
management, all adjustments, consisting only of normal recurring adjustments,
necessary to present fairly the information for the interim periods have been
made. The results of operations for the interim periods are not necessarily
indicative of the operating results for a full year or of future operations.
Note 2 - Summary of significant accounting policies:
Principles of consolidation. The accompanying consolidated financial
statements include the accounts of CompX International Inc. and its wholly-owned
Canadian subsidiary, Waterloo Furniture Components Limited. All material
intercompany accounts and balances have been eliminated.
Fiscal year. The Company's operations are comprised of a 52 or 53 week
fiscal year. The years ended December 31, 1994, 1995 and 1996 each consisted of
52 weeks, and the 1996 and 1997 nine-month interim periods each consisted of 39
weeks.
Management estimates. The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amount of revenues and expenses
during the reporting period. Ultimate actual results may, in some instances,
differ from previously estimated amounts.
Foreign currency transactions. Assets and liabilities of the Canadian
subsidiary are translated at year-end rates of exchange and revenues and
expenses are translated at average exchange rates prevailing during the year.
Resulting translation adjustments, net of related deferred income tax effects,
are accumulated in the currency translation adjustment component of
stockholder's equity. Foreign currency transaction gains and losses are
recognized in income currently. Aggregate foreign currency transaction gains,
included in other income, was $476,000 in 1994, $23,000 in 1995 and $136,000 in
1996, and $100,000 and $125,000 for the nine months ended September 30, 1996 and
1997, respectively.
Cash and cash equivalents. Cash equivalents consist principally of bank
time deposits and government and commercial notes and bills with original
maturities of three months or less.
Net sales. Sales are recorded when products are shipped.
Inventories and cost of sales. Inventories are stated at the lower of cost
or market. Inventories are based on average cost or the first-in, first-out
method.
Property, equipment and depreciation. Property and equipment are stated at
cost. Maintenance, repairs and minor renewals are expensed; major improvements
are capitalized. Depreciation is computed primarily on the straight-line method
over the estimated useful lives of 15 to 40 years for buildings and three to 10
years for equipment.
Income taxes. CompX International, Valcor and Valhi are members of
Contran's consolidated United States federal income tax group (the "Contran Tax
Group"). The policy for intercompany allocation of federal income taxes
provides that subsidiaries included in the Contran Tax Group compute the
provision for federal income taxes on a separate company basis. Subsidiaries of
Valcor make payments to, or receive payments from, Valcor in the amount they
would have paid to or received from the Internal Revenue Service had they not
been members of the Contran Tax Group. The separate company provisions and
payments are computed using the tax elections made by Contran. See Note 10.
Deferred income tax assets and liabilities are recognized for the expected
future tax consequences of temporary differences between the income tax and
financial reporting carrying amounts of assets and liabilities, including
investment in the Canadian subsidiary which is not a member of the Contran Tax
Group.
Other. Advertising costs, expensed as incurred, were $346,000 in 1994,
$432,000 in 1995 and $410,000 in 1996, and $311,000 and $335,000 for the nine
months ended September 30, 1996 and 1997, respectively.
Research and development costs, expensed as incurred, were $412,000 in 1994,
$391,000 in 1995 and $460,000 in 1996, and $424,000 and $339,000 for the nine
months ended September 30, 1996 and 1997, respectively.
Accounting and funding policies for retirement plans are described in
Note 7.
Note 3 - Geographic segments:
Nine months ended
September 30,
Years ended December 31,
1994 1995 1996 1996 1997
(unaudited)
(In thousands)
Net sales:
Point of origin:
United States $23,901 $22,115 $22,986 $16,828 $21,320
Canada 46,128 58,123 65,758 47,865 58,976
$70,029 $80,238 $88,744 $64,693 $80,296
Point of destination
United States $50,859 $55,442 $58,155 $42,965 $52,518
Canada 17,158 22,788 27,763 19,735 24,706
Other 2,012 2,008 2,826 1,993 3,072
$70,029 $80,238 $88,744 $64,693 $80,296
Operating income:
United States $ 7,816 $ 6,441 $ 5,697 $ 4,444 $ 5,765
Canada 13,079 13,425 16,417 10,337 14,362
20,895 19,866 22,114 14,781 20,127
General corporate
income (125) 6 (12) 28 (386)
(expense), net
Interest expense (18) (13) (18) (73) (27)
Income before income
taxes $20,752 $19,859 $22,084 $14,736 $19,714
December 31, September 30,
1995 1996 1997
(In thousands)
Identifiable assets:
United States $14,574 $17,025 $19,581
Canada 29,834 31,425 38,875
$44,408 $48,450 $58,456
Capital expenditures exclude amounts attributable to business units acquired
in business combinations accounted for by the purchase method. In 1995, the
Company's Canadian subsidiary purchased certain assets of a competitor for
approximately $6 million cash.
At December 31, 1996, the net assets of the Company's Canadian subsidiary
included in consolidated net assets approximated $25.4 million ($31.1 million at
September 30, 1997). Such net assets are restricted pursuant to the terms of
the subsidiary's bank credit agreement. See Note 6.
Note 4 - Inventories:
December 31, September
30,
1995 1996 1997
(In thousands)
Raw materials $1,927 $ 2,556 $ 1,982
Work in process 4,320 4,974 4,987
Finished products 2,921 3,300 3,276
Supplies 49 49 48
$9,217 $10,879 $10,293
Note 5 - Accounts payable and accrued liabilities:
December 31, September
30,
1995 1996 1997
(In thousands)
Accounts payable $3,128 $3,112 $3,848
Accrued liabilities:
Employee benefits 2,209 2,265 2,855
Royalties 538 476 433
Other 2,343 1,043 1,858
$8,218 $6,896 $8,994
Note 6 - Long-term debt:
The Company's Canadian subsidiary has a bank credit agreement which provides
for a Canadian $2.6 million (U.S. $1.9 million at September 30, 1997) term
facility due through 2003 and a Canadian $4 million (U.S. $2.9 million at
September 30, 1997) revolving facility due through March 1998. Borrowings may
be in U.S. or Canadian dollars, bear interest, at the Company's option, at the
prime rate or LIBOR plus .5% and are collateralized by substantially all of the
subsidiary's assets. The credit agreement requires the subsidiary to maintain
certain financial ratios, limits additional indebtedness and dividends and
contains other provisions and covenants customary in lending transactions of
this type. At September 30, 1997, the full amount of this facility was
available for borrowing.
Other long-term debt consists of capital lease obligations due through 2001.
Note 7 - Employee benefit plans:
Defined contribution plans. Substantially all employees are eligible to
participate in Company-sponsored contributory savings plans with partial
matching Company contributions. In addition, substantially all U.S. employees
participate in a Company-sponsored noncontributory defined contribution plan
with Company contributions based on a profit sharing formula. Company
contributions to these plans aggregated $840,000 in 1994, $838,000 in 1995 and
$842,000 in 1996, and $593,000 and $810,000 for the nine months ended September
30, 1996 and 1997, respectively.
Note 8 - Income taxes:
Nine months ended
Years ended December 31, September 30,
1994 1995 1996 1996 1997
(unaudited
)
(In thousands)
Pretax income:
United States $ 7,673 $ 6,434 $ 5,667 $ 4,465 $ 5,352
Canada 13,079 13,425 16,417 10,271 14,362
$20,752 $19,859 $22,084 $14,736 $19,714
Expected tax expense, at the
United
States federal statutory $7,263 $ 6,951 $ 7,729 $ 5,158 $ 6,900
income
tax rate of 35%
Incremental U.S. tax on
earnings of 1,301 750 1,050 389 459
Canadian subsidiary
Rate change adjustment of
deferred
taxes resulting from - (978) - - -
U.S./Canadian
tax treaty
State income taxes and other 269 1,035 276 465 367
net
$ 8,833 $ 7,758 $ 9,055 $ 6,012 $ 7,726
Provision for income taxes:
Currently payable:
Federal $3,265 $ 2,065 $ 1,676 $ 1,537 $ 1,879
State 345 255 260 150 215
Canadian 4,746 5,913 7,744 4,187 5,337
8,356 8,233 9,680 5,874 7,431
Deferred taxes, principall 477 (475) (625) 138 295
U.S.
$ 8,833 $ 7,758 $ 9,055 $ 6,012 $ 7,726
The components of net deferred tax assets (liabilities) are summarized
below. Deferred income taxes charged (credited) to the foreign currency
translation component of stockholder's equity were not material in each of the
periods presented.
December 31, September
30,
1995 1996 1997
(In thousands)
Tax effect of temporary differences
relating to:
Inventories $ 155 $ 172 $ 172
Property and equipment (1,093) (1,236) (1,231)
Accrued liabilities and other
deductible 547 233 233
differences
Investment in Canadian subsidiary
not a
(1,022) 106 (92)
member of the consolidated tax
group
$(1,413) $ (725) $ (918)
Current deferred tax assets $ 592 $ 343 $ 343
Noncurrent deferred tax liabilities (2,005) (1,068) (1,261)
$(1,413) $ (725) $ (918)
Note 9 - Related party transactions:
The Company may be deemed to be controlled by Harold C. Simmons. See
Note 1. Corporations that may be deemed to be controlled by or affiliated with
Mr. Simmons sometimes engage in (a) intercorporate transactions such as
guarantees, management and expense sharing arrangements, shared fee
arrangements, joint ventures, partnerships, loans, options, advances of funds on
open account, and sales, leases and exchanges of assets, including securities
issued by both related and unrelated parties, and (b) common investment and
acquisition strategies, business combinations, reorganizations,
recapitalizations, securities repurchases, and purchases and sales (and other
acquisitions and dispositions) of subsidiaries, divisions or other business
units, which transactions have involved both related and unrelated parties and
have included transactions which resulted in the acquisition by one related
party of a publicly-held minority equity interest in another related party. The
Company continuously considers, reviews and evaluates, and understands that
Contran and related entities consider, review and evaluate, such transactions.
Depending upon the business, tax and other objectives then relevant, it is
possible that the Company might be a party to one or more such transactions in
the future.
It is the policy of the Company to engage in transactions with related
parties on terms, in the opinion of the Company, no less favorable to the
Company than could be obtained from unrelated parties.
Receivables from and payable to affiliates are summarized below.
December 31, September
30,
1995 1996 1997
(In thousands)
Receivable from affiliates - income $320 $384 $290
taxes
Payable to affiliates - insurance
premiums
and other
$ - $ 5 $ -
Under the terms of Intercorporate Service Agreements with Valhi, Valhi
performs certain management, financial and administrative services for the
Company on a fee basis. Fees pursuant to these agreements were $224,000 in
1994, $284,000 in 1995 and $300,000 in 1996, and $225,000 and $195,000 for the
nine months ended September 30, 1996 and 1997, respectively. Net charges from
related parties for services provided in the ordinary course of business,
principally charges for insuring property and other risks, aggregated $160,000
in 1994, $152,000 in 1995 and $149,000 in 1996, and $139,000 and $175,000 for
the nine months ended September 30, 1996 and 1997, respectively.
Certain employees of the Company have been awarded shares of restricted
Valhi common stock and/or granted options to purchase Valhi common stock under
the terms of Valhi's stock option plans. The Company will pay Valhi the
aggregate difference between the option price and the market value of Valhi's
common stock on the exercise date of such options. For financial reporting
purposes, the Company accounts for the related expense (credit) ($101,000) in
1994, $(12,000) in 1995 and $9,000 in 1996, and ($31,000) and $386,000 for the
nine months ended September 30, 1996 and 1997, respectively) in a manner similar
to accounting for stock appreciation rights. At September 30, 1997, employees
of the Company held options to purchase 216,000 Valhi shares at prices ranging
from $4.76 to $14.66 per share (192,000 shares at prices lower than Valhi's
September 30, 1997, quoted market price of $9 per share).
Restricted stock is forfeitable unless certain periods of employment are
completed. The Company will pay Valhi the market value of the restricted shares
on the dates the restrictions expire, and accrue the related expense over the
restriction period. Expense related to restricted stock was $24,000 in 1994,
$6,000 in 1995 and $3,000 in 1996, and $3,000 and nil for the nine months ended
September 30, 1996 and 1997, respectively. All outstanding restricted stock
vested in 1996.
Note 10 - Commitments and contingencies:
Legal proceedings. The Company is involved in various routine legal
proceedings incidental to its normal business activities. The Company believes
none of such proceedings is material in relation to the Company's financial
position, results of operations or liquidity.
Income taxes. The Company is undergoing examinations of certain of its
income tax returns, and tax authorities have or may propose tax deficiencies.
The Company believes that it has adequately provided accruals for additional
income taxes and related interest expense which may ultimately result from such
examinations and believes that the ultimate disposition of all such examinations
should not have a material adverse effect on its consolidated financial
position, results of operations or liquidity.
The Company and Valcor have entered into a tax sharing agreement (the "Tax
Sharing Agreement") which provides for the allocation of tax liabilities and tax
payments as described in Note 2. The Company is jointly and severally liable
for the federal income tax of Contran and the other companies included in the
Contran Tax Group for all periods in which the Company is included in Contran
Tax Group. Valcor has agreed, however, to indemnify the Company for any
liability for income taxes of the Contran Tax Group in excess of the Company's
tax liability computed in accordance with the Tax Sharing Agreement.
Concentration of credit risk. The Company's products are sold primarily to
original equipment manufacturers in the U.S. and Canada. The ten largest
customers accounted for approximately one-third of sales during each of the past
three years with at least five of such customers in each year located in the
United States.
At September 30, 1997, approximately 69% of the Company's cash and cash
equivalents was on deposit with a single Canadian bank (December 31, 1996 -
approximately 75% on deposit with a single Canadian bank).
Other. Royalty expense was $632,000 in 1994, $622,000 in 1995 and $601,000
in 1996, and $565,000 and $702,000 for the nine months ended September 30, 1996
and 1997, respectively. Royalties relate principally to certain licensing
arrangements for certain Canadian-produced products sold in the United States
and are based upon volume.
Rent expense, principally for equipment, was $274,000 in 1994, $295,000 in
1995 and $387,000 in 1996, and $302,000 and $298,000 for the nine months ended
September 30, 1996 and 1997, respectively. Future minimum rentals under
noncancellable operating leases are approximately $250,000 in 1997, $200,000 in
1998, $125,000 in 1999 and $50,000 in 2000.
Note 11 - Quarterly results of operations (unaudited):
Quarter ended
March 31 June 30 Sept. 30 Dec. 31
(In millions, except per share data)
1995:
Net sales $20.1 $19.2 $19.4 $21.5
Operating income 5.5 5.1 4.5 4.8
Net income 3.2 3.0 2.7 3.2
Net income per common share $ .31 $ .30 $ .26 $ .32
1996:
Net sales $21.2 $21.7 $21.8 $24.1
Operating income 4.4 5.0 5.4 7.3
Net income 2.6 2.9 3.2 4.3
Net income per common share $ .25 $ .29 $ .32 $ .42
1997:
Net sales $25.8 $27.4 $27.0
Operating income 6.3 6.9 6.9
Net income 3.7 4.2 4.1
Net income per common $ .36 $ .41 $ .40
share
Note 12 - Subsequent events:
On December 12, 1997, the Company paid a $50 million dividend to Valcor in
the form of a $50 million demand note payable (the "Valcor Note"). The Valcor
Note is unsecured and bears interest at a fixed rate of 6%. Prior to completion
of a public offering of shares of Class A common stock discussed below, the
Company plans to enter into a new $50 million revolving senior credit facility
(the "Revolving Senior Credit Facility"). The Revolving Senior Credit Facility
is expected to be a five-year revolving facility collateralized by substantially
all of the Company's assets. Borrowings are expected to be available for the
Company's general corporate purposes, including potential acquisitions. Prior to
completion of the offering, the Company intends to borrow under the Revolving
Senior Credit Facility to fully repay the Valcor Note.
Prior to completion of the offering, the Company intends to amend and
restate its certificate of incorporation. The amendment and restatement of the
Company's certificate of incorporation is expected to become effective
immediately prior to completion of the offering. The amendment contemplates the
authorized capital stock of the Company would consist of shares of Class A
Common Stock and Class B Common Stock, par value $.01 per share, and 1,000
shares of preferred stock, par value $.01 per share. Upon the effectiveness of
the amendment and restatement of the certificate of incorporation, the 1,000
shares of the Company's common stock, $1 par value, currently outstanding and
all held by Valcor, are expected to be reclassified into 10,200,000 shares of
the Company's Class B Common Stock.
The shares of Class A Common Stock and Class B Common Stock will be
identical in all respects, except for voting rights and certain conversion
rights in respect of the shares of the Class B Common Stock. Holders of Class A
Common Stock will be entitled to one vote per share and holders of Class B
Common Stock will be entitled to ten votes per share. Holders of all classes of
common stock entitled to vote will vote together as a single class on all
matters presented to the stockholders for their vote or approval, except as
otherwise required by applicable law. Each share of Class A Common Stock and
Class B Common Stock will have equal and ratable right to receive dividends to
be paid from the Company's assets legally available therefor when, as and if
declared by the Board of Directors. In the event of the dissolution,
liquidation or winding up of the Company, the holders of Class A Common Stock
and Class B Common Stock will be entitled to share equally and ratably in the
assets available for distribution after payments are made to the Company's
creditors and to the holder of any preferred stock of the Company that may be
outstanding at the time. Shares of the Class A Common Stock will have no
conversion rights. Under certain conditions, shares of Class B Common Stock
will convert, on a share-for-share basis, into shares of Class A Common Stock.
The Company's board of directors has authorized the Company to file a
preliminary registration statement with the Securities and Exchange Commission
for an initial public offering of shares of the Company's Class A Common Stock.
The net proceeds to the Company from the offering would be available for the
Company's general corporate purposes. A portion of the net proceeds to the
Company from the offering are expected to be used to repay borrowings under the
Revolving Senior Credit Facility discussed above. There can be no assurance
that any such public offering will be completed.
Common shares outstanding and net income per common share for all periods
presented are based upon the 10,200,000 shares of Class B Common Stock expected
to be outstanding after the reclassification of the 1,000 shares of the
Company's common stock, $1 par value discussed above.
The Company will retroactively adopt Statement of Financial Accounting
Standards ("SFAS") No. 128, "Earnings Per Share," effective December 31, 1997.
For the periods presented herein, basic earnings per share pursuant to SFAS No.
128 will be equivalent to net income per common share presented herein, and
diluted earnings per share pursuant to SFAS No. 128 will be equivalent to basic
earnings per share.
COMPX INTERNATIONAL INC.
INDEX TO FINANCIAL STATEMENT SCHEDULES
Page
Report of Independent Accountants S-2
Schedule I - Condensed Financial Information of Registrant S-3
Schedule II - Valuation and Qualifying Accounts S-8
Schedules III and IV are omitted because they are not applicable.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Stockholder and Board of Directors of CompX International Inc.:
Our report on the consolidated financial statements of CompX International
Inc. (formerly National Cabinet Lock, Inc.) as of December 31, 1995 and 1996,
and for each of the three years in the period ended December 31, 1996, is herein
included in this Registration Statement on Form S-1. These consolidated
financial statement schedules are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statement schedules based on our audits.
In our opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information required to be
included therein.
COOPERS & LYBRAND L.L.P.
Dallas, Texas
February 7, 1997
COMPX INTERNATIONAL INC.
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED BALANCE SHEETS
December 31, 1995 and 1996
(In thousands)
ASSETS 1995 1996
Current assets:
Cash and cash equivalents $ 1,853 $ 2,092
Accounts receivable 2,430 3,185
Receivable from affiliates 652 578
Inventories 3,830 5,405
Prepaid expenses 71 138
Deferred income taxes 581 343
Total current assets 9,417 11,741
Investment in Waterloo Furniture Components 22,482 25,441
Limited
Property and equipment 10,288 11,135
Less accumulated depreciation 4,799 5,657
Net property and equipment 5,489 5,478
$37,388 $42,660
COMPX INTERNATIONAL INC.
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED BALANCE SHEETS (CONTINUED)
December 31, 1995 and 1996
(In thousands)
LIABILITIES AND STOCKHOLDER'S EQUITY 1995 1996
Current liabilities:
Current maturities of long-term debt $ 39 $ 88
Accounts payable and accrued liabilities 3,046 2,776
Payable to affiliates 55 9
Income taxes - 74
Total current liabilities 3,140 2,947
Noncurrent liabilities:
Long-term debt 59 74
Deferred income taxes 1,559 388
Other 18 9
Total noncurrent liabilities 1,636 471
Stockholder's equity 32,612 39,242
$37,388 $42,660
COMPX INTERNATIONAL INC.
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED STATEMENTS OF INCOME
Years ended December 31, 1994, 1995 and 1996
(In thousands)
1994 1995 1996
Revenues:
Net sales $24,678 $22,611 $23,185
Other income 2,634 3,216 2,764
27,312 25,827 25,949
Costs and expenses:
Cost of sales 15,255 14,929 15,253
Selling, general and administrative 4,366 4,451 5,011
Interest 18 13 18
19,639 19,393 20,282
Income before income taxes 7,673 6,434 5,667
Provision for income taxes 4,342 2,179 3,181
3,331 4,255 2,486
Equity in earnings of Waterloo Furniture
Components Limited
8,588 7,846 10,543
Net income $11,919 $12,101 $13,029
COMPX INTERNATIONAL INC.
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED STATEMENTS OF CASH FLOWS
Years ended December 31, 1994, 1995 and 1996
(In thousands)
1994 1995 1996
Cash flows from operating activities:
Net income $11,919 $12,101 $13,029
Equity in earnings of Waterloo (8,588) (7,846) (10,543)
Dividends from Waterloo 1,400 4,200 6,683
Depreciation and amortization 716 788 876
Deferred income taxes 592 (561) (872)
Other, net 2 9 13
Change in assets and liabilities, net (1,879) (64) (2,003)
Net cash provided by operating 4,162 8,627 7,183
activities
Cash flows from investing activities:
Capital expenditures (957) (679) (627)
Other, net 9 6 43
Net cash used by investing (948) (673) (584)
activities
Cash flows from financing activities:
Principal payments on long-term debt (39) (42) (74)
Loans from affiliates:
Loans 900 - -
Repayments (650) (250) -
Dividends (4,580) (6,000) (6,247)
Net cash used by financing (4,369) (6,292) (6,321)
activities
Cash and cash equivalents:
Net increase (decrease) from:
Operating, investing and financing (1,155) 1,662 278
activities
Currency translation - - (39)
Balance at beginning of year 1,346 191 1,853
Balance at end of year $ 191 $ 1,853 $ 2,092
Supplemental disclosures - cash paid for
Interest $ 18 $ 13 $ 18
Income taxes 4,001 3,030 4,028
COMPX INTERNATIONAL INC.
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
NOTES TO CONDENSED FINANCIAL STATEMENTS
Note 1 - Basis of presentation:
The Consolidated Financial Statements of the Company are incorporated herein
by reference. The Company's investment in Waterloo Furniture Components Limited
is presented herein by the equity method.
Note 2 - Inventories:
December 31,
1995 1996
(In thousands)
Raw materials $ 171 $ 188
Work in process 2,878 4,209
Finished products 732 959
Supplies 49 49
$3,830 $5,405
COMPX INTERNATIONAL INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
Additions
Balance at charged to Balance
beginning costs and at end
Description of year expenses Deductions Recoveries of year
Allowance for doubtful accounts - year ended:
December 31, $ 90 $ 18 $ (63) $43 $ 88
1994
December 31, $ 88 $142 $(158) $66 $138
1995
December 31, $138 $184 $(199) $44 $167
1996
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED HEREIN, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR BY ANY OF THE UNDERWRITERS. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THOSE TO WHICH IT RELATES
OR AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THOSE TO WHICH IT
RELATES IN ANY STATE TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH OFFER
IN SUCH STATE. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT
THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
TABLE OF CONTENTS
PAGE
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
.
Recent Developments . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
.
The Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
.
Summary Financial Information . . . . . . . . . . . . . . . . . .
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. .
Dividend Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. .
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
.
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . .
Management's Discussion and Analysis of
Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. .
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . .
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain Relationships and Related
Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security Ownership in the Company
and its Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. .
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . . .
Shares Eligible for Future Sale . . . . . . . . . . . . . . . . . . . .
Certain United States Tax Consequences
to Non-United States Holders . . . . . . . . . . . . . . . . . . . .
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
.
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
.
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . .
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . .
Index to Financial Statements . . . . . . . . . . . . . . . . . . . . .
Until February , 1998 (25 days after the commencement of the offering), all
dealers effecting transactions in the Common Stock, whether or not participating
in this distribution, may be required to deliver a Prospectus. This is in
addition to the obligation of dealers to deliver a Prospectus when acting as
Underwriters and with respect to their unsold allotments or subscriptions.
[ ] Shares
CompX International Inc.
Class A Common Stock
[CompX Logotype]
P R O S P E C T U S
JANUARY , 1998
SALOMON SMITH BARNEY
NATIONSBANC MONTGOMERY
SECURITIES INC.
WHEAT FIRST BUTCHER
SINGER
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following tables sets forth the expenses to be paid in connection with
the issuance and distribution of the securities being registered, other than
underwriting discounts and commissions, and all such expenses will be borne by
the Registrant. All amounts are estimates except for the Commission
registration fee, the National Association of Securities Dealers ("NASD") filing
fee and the NYSE listing fee.
Commission Registration Fee.....$ 29,500
NASD Fee..........................10,500
NYSE Listing Fee.......................*
Printing and mailing expenses..........*
Legal fees and expenses................*
Accounting fees and expenses...........*
Transfer Agent's fees and expenses.....*
Miscellaneous expenses.................*
Total......................$500,000
______________________
* To be supplied by amendment.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the DGCL permits a Delaware corporation to limit the
personal liability of its directors in accordance with the provisions set forth
therein. The Restated Certificate of Incorporation of the Registrant provides
that the personal liability of its directors shall be limited to the fullest
extent permitted by applicable law.
Section 145 of the DGCL contains provisions permitting Delaware
corporations to indemnify directors, officers, employees or agents against
expenses, including attorneys, fees, judgments, fines, and amounts paid in
settlement actually and reasonably incurred in connection with any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such person was or
is a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, provided that (i) such person acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the corporation's best
interest, and (ii) in the case of a criminal proceeding such person had no
reasonable cause to believe his or her conduct was unlawful. In the case of
actions or suits by or in the right of the corporation, no indemnification shall
be made in a case in which such person shall have been adjudged to be liable to
the corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall have determined upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses. Indemnification as described above shall only be
granted in a specific case upon a determination that indemnification is proper
in the circumstances because the indemnified person has met the applicable
standard of conduct. Such determination shall be made (a) by a majority vote of
the directors who are not parties to such proceeding, even though less than a
quorum, (b) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (c) by the stockholders of
the corporation. Notwithstanding the foregoing, to the extent that a director,
officer, employee or agent of the corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
subsections a, or (b) of Section 145, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys,
fees) actually and reasonably incurred by him in connection therewith. The
Restated Certificate of Incorporation and the Bylaws of the Registrant provide
for indemnification of its directors and officers to the fullest extent
permitted by applicable law.
The form of Underwriting Agreement attached hereto as Exhibit 1.1, which
provides for, among other things, the Registrant's sale to the Underwriters of
the securities being registered herein, will obligate the Underwriters to
indemnify the Registrant and Registrant's officers and directors against certain
liabilities under the Securities Act.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
None.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
The following exhibits are filed pursuant to Item 601 of Regulation S-
K.
Exhibit
No. Description
1.1* Form of Underwriting Agreement.
3.1* Restated Certificate of Incorporation of Registrant.
3.2* Bylaws of Registrant.
4.1* Form of Common Stock certificate.
5.1* Opinion and Consent of Rogers & Hardin LLP.
10.1 Intercorporate Services Agreement between the Registrant and
Valhi, Inc. effective as of January 1, 1997.
10.2* CompX International Inc. 1997 Long-Term Incentive Plan.
10.3* Agreement between Haworth, Inc. and Waterloo Furniture
Components, Ltd. And Waterloo Furniture Components, Inc.
effective October 1, 1992.
10.4* Tax Sharing and Indemnification Agreement, between the
Registrant and Valhi, Inc. and dated as of _______, 1998.
10.5* [New Credit Agreement] between the Registrant
and__________________, dated as of ___________,1998.
10.6 Demand Promissory Note of the Registrant in the amount of $50
million payable to Valcor, Inc. dated December 12, 1997.
21.1 Subsidiaries of the Registrant.
23.1* Consent of Rogers & Hardin LLP (included in Exhibit S.1).
23.2 Consent of Coopers & Lybrand L.L.P.
24.1 Powers of Attorney. See signature page to this Registration
Statement.
27.1 Financial Data Schedule for the year ended December 31, 1996.
27.2 Financial Data Schedule for the nine-month period ended September
30, 1997
(b) Financial Statement Schedules.
Page
Index of Financial Statement Schedules.........S-1
Report of Independent Accountant
on Financial Statement Schedules...............S-2
Schedule I - Condensed Financial
Information of Registrant......................S-3
Schedule II - Valuation and Qualifying
Accounts.....................................................S-8
Schedule III and IV are omitted because
they are not applicable.
*To be provided by amendment.
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes to provide to the underwriter
at the closing specified in the underwriting agreements, certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act of 1933 shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Mauldin, State of South
Carolina, on the 18th day of December , 1997.
COMPX INTERNATIONAL INC.
By:________________________________
David A. Bowers
President and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Each person whose signature appears below authorizes David A. Bowers,
Joseph S. Compofelice and Bobby D. O'Brien, and each of them, to file one or
more amendments (including post-effective amendments) to the Registration
Statement, with all exhibits thereto, which amendments may make such changes as
any of such persons deems appropriate, and each person, individually and in each
capacity stated below, hereby appoints each of such persons as attorney-in-fact
and agent, with full power of resubstitution and substitution, to execute in his
name and on his behalf any such amendments to the Registration Statement, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Signature Title Date
_______________ President and Chief December 18, 1997
David A. Bowers Executive Officer and
Director (Principal
Executive Officer)
_______________ Executive Vice President December 18, 1997
Joseph S. Compofelice and Director (Principal
Financial Officer)
_______________ Vice President and December 18, 1997
Bobby D. O'Brien Treasurer (Principal
Accounting Officer)
_________________
Glenn R. Simmons Chairman of the Board December 18, 1997
_______________
Robert W. Singer Director December 18, 1997
_______________
Edward J. Hardin Director December 18, 1997
_______________
Paul M. Bass Director December 18, 1997
EXHIBIT INDEX
Sequentially Numbered
Exhibit No. Description Page No.
1.1* Form of Underwriting Agreement.
3.1* Restated Certificate of Incorporation of Registrant.
3.2* Bylaws of Registrant.
4.1* Form of Common Stock certificate.
5.1* Opinion and Consent of Rogers & Hardin LLP.
10.1 Intercorporate Services Agreement between the Registrant and
Valhi, Inc. effective as of January 1, 1997.
10.2* CompX International Inc. 1997 Long-Term Incentive Plan.
10.3* Agreement between Haworth, Inc. and Waterloo Furniture
Components, Ltd. and Waterloo Furniture Components, Inc.
effective October 1, 1992.
10.4* Tax Sharing and Indemnification Agreement, between the
Registrant and Valhi, Inc. dated as of ________, 1998.
10.5* [New Credit Agreement] between the Registrant
and__________________, dated as of ___________,1998.
10.6 Demand Promissory Note of the Registrant in the amount of $50
million payable to Valcor, Inc. dated December 12, 1997.
21.1 Subsidiaries of the Registrant.
23.1* Consent of Rogers & Hardin LLP (included in Exhibit S.1).
23.2 Consent of Coopers & Lybrand L.L.P.
24.1 Powers of Attorney. See signature page to this Registration
Statement.
27.1 Financial Data Schedule for the year ended December 31, 1996.
27.2 Financial Data Schedule for the nine-month period ended September
30, 1997
* To be provided by amendment.
INTERCORPORATE SERVICES AGREEMENT
This INTERCORPORATE SERVICES AGREEMENT (the "AGREEMENT"), effective as of
January 1, 1997, amends and supersedes that certain Intercorporate Services
Agreement effective as of January 1, 1996 between VALHI, INC., a Delaware
corporation ("VALHI"), and COMPX INTERNATIONAL INC., a Delaware corporation
("RECIPIENT").
RECITALS
A. Employees and agents of Valhi and affiliates of Valhi perform
management, financial and administrative functions for Recipient without direct
compensation from Recipient.
B. Recipient does not separately maintain the full internal capability to
perform all necessary management, financial and administrative functions that
Recipient requires.
C. The cost of maintaining the additional personnel by Recipient
necessary to perform the functions provided for by this Agreement would exceed
the fee set forth in SECTION 3 of this Agreement and that the terms of this
Agreement are no less favorable to Recipient than could otherwise be obtained
from a third party for comparable services.
D. Recipient desires to continue receiving the management, financial and
administrative services presently provided by Valhi and affiliates of Valhi and
Valhi is willing to continue to provide such services under the terms of this
Agreement.
AGREEMENT
For and in consideration of the mutual premises, representations and
covenants herein contained, the parties hereto mutually agree as follows:
SECTION 1. SERVICES TO BE PROVIDED. Valhi agrees to make available to
Recipient the following services (the "SERVICES") to be rendered by the internal
staff of Valhi and affiliates of Valhi:
(a) Consultation and assistance in the development and implementation
of Recipient's corporate business strategies, plans and objectives;
(b) Consultation and assistance in management and conduct of
corporate affairs and corporate governance consistent with the charter and
bylaws of Recipient;
(c) Consultation and assistance in maintenance of financial records
and controls, including preparation and review of periodic financial
statements and reports to be filed with public and regulatory entities and
those required to be prepared for financial institutions or pursuant to
indentures and credit agreements;
(d) Consultation and assistance in cash management and in arranging
financing necessary to implement the business plans of Recipient;
(e) Consultation and assistance in tax management and administration,
including, without limitation, preparation and filing of tax returns, tax
reporting, examinations by government authorities and tax planning;
(f) Consultation and assistance in performing internal audit and
control functions;
(g) Consultation and assistance with respect to insurance and risk
management;
(h) Consultation and assistance with respect to employee benefit
plans and incentive compensation arrangements; and
(i) Such other services as may be requested by Recipient or deemed
necessary and proper from time to time.
SECTION 2. MISCELLANEOUS SERVICES. It is the intent of the parties hereto
that Valhi provide only the Services requested by Recipient in connection with
routine management, financial and administrative functions related to the
ongoing operations of Recipient and not with respect to special projects,
including corporate investments, acquisitions and divestitures. The parties
hereto contemplate that the Services rendered in connection with the conduct of
Recipient's business will be on a scale compared to that existing on the
effective date of this Agreement, adjusted for internal corporate growth or
contraction, but not for major corporate acquisitions or divestitures, and that
adjustments may be required to the terms of this Agreement in the event of such
major corporate acquisitions, divestitures or special projects. Recipient will
continue to bear all other costs required for outside services including, but
not limited to, the outside services of attorneys, auditors, trustees,
consultants, transfer agents and registrars, and it is expressly understood that
Valhi assumes no liability for any expenses or services other than those stated
in SECTION 1. In addition to the fee paid to Valhi by Recipient for the
Services provided pursuant to this Agreement, Recipient will pay to Valhi the
amount of out-of-pocket costs incurred by Valhi in rendering such Services.
SECTION 3. FEE FOR SERVICES.. Recipient agrees to pay to Valhi $65,000
quarterly, commencing as of January 1, 1997, pursuant to this Agreement.
SECTION 4. ORIGINAL TERM. Subject to the provisions of SECTION 5 hereof,
the original term of this Agreement shall be from January 1, 1997 to December
31, 1997.
SECTION 5. EXTENSIONS. This Agreement shall be extended on a
quarter-to-quarter basis after the expiration of its original term unless
written notification is given by Valhi or Recipient thirty (30) days in advance
of the first day of each successive quarter or unless it is superseded by a
subsequent written agreement of the parties hereto.
SECTION 6. LIMITATION OF LIABILITY. In providing its Services hereunder,
Valhi shall have a duty to act, and to cause its agents to act, in a reasonably
prudent manner, but neither Valhi nor any officer, director, employee or agent
of Valhi or its affiliates shall be liable to Recipient for any error of
judgment or mistake of law or for any loss incurred by Recipient in connection
with the matter to which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence on the part of Valhi.
SECTION 7. INDEMNIFICATION OF VALHI BY RECIPIENT.. Recipient shall
indemnify and hold harmless Valhi, its affiliates and their respective officers,
directors and employees from and against any and all losses, liabilities,
claims, damages, costs and expenses (including attorneys' fees and other
expenses of litigation) to which such party may become subject to arising out of
the Services provided by Valhi to Recipient hereunder, provided that such
indemnity shall not protect any person against any liability to which such
person would otherwise be subject to by reason of willful misfeasance, bad faith
or gross negligence on the part of such person.
SECTION 8. FURTHER ASSURANCES. Each of the parties will make, execute,
acknowledge and deliver such other instruments and documents, and take all such
other actions, as the other party may reasonably request and as may reasonably
be required in order to effectuate the purposes of this Agreement and to carry
out the terms hereof.
SECTION 9. NOTICES. All communications hereunder shall be in writing and
shall be addressed, if intended for Valhi, to Three Lincoln Centre, 5430 LBJ
Freeway, Suite 1700, Dallas, Texas 75240, Attention: President, or such other
address as it shall have furnished to Recipient in writing, and if intended for
Recipient, to Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas
75240, Attention: Chairman of the Board, or such other address as it shall have
furnished to Valhi in writing.
SECTION 10. AMENDMENT AND MODIFICATION. Neither this Agreement nor any
term hereof may be changed, waived, discharged or terminated other than by
agreement in writing signed by the parties hereto.
SECTION 11. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and inure to the benefit of Valhi and Recipient and their respective successors
and assigns, except that neither party may assign its rights under this
Agreement without the prior written consent of the other party.
SECTION 12. GOVERNING LAW. This Agreement shall be governed by, and
construed and interpreted in accordance with, the laws of the State of Texas.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.
VALHI, INC.
By:
Steven L. Watson
Vice President and Secretary
COMPX INTERNATIONAL INC.
By:
David A. Bowers
President and Chief Executive Officer
DEMAND PROMISSORY NOTE
$50,000,000.00 DECEMBER 12, 1997 DALLAS, TEXAS
FOR VALUE RECEIVED, the undersigned, CompX International Inc., a Delaware
corporation ("MAKER"), promises to pay to the order of Valcor, Inc., a Delaware
corporation ("PAYEE"), in lawful money of the United States of America, the
principal sum of FIFTY MILLION AND NO/100THS DOLLARS ($50,000,000.00) together
with interest from the date of this promissory note (this "NOTE") on the unpaid
principal balance from time to time pursuant to the terms of this Note.
Capitalized terms not otherwise defined shall have the meanings given to such
terms in SECTION 14 of this Note.
SECTION 1. PLACE OF PAYMENT. All payments will be made at Payee's address
at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-
2697, or such other place as the holder may from time to time appoint in
writing.
SECTION 2. PAYMENT. The principal balance of this Note and any unpaid and
accrued interest thereon shall be due and payable within ten (10) business days
following Demand or upon acceleration as provided herein. Prior to Demand or
acceleration, unpaid and accrued interest on the outstanding principal balance
of this Note shall be due and payable quarterly on March 31, June 30, September
30 and December 31 of each year; provided, however, that such day is a business
day, and if such day is not a business day, the quarterly interest payment shall
be due the next successive business day.
SECTION 3. PREPAYMENT. This Note may be prepaid in part or in full at any
time without penalty; provided, however, prepayments shall be first applied to
accrued and unpaid interest and then to principal.
SECTION 4. INTEREST. The unpaid balance of this Note (exclusive of any
past due principal) shall bear interest at an annual rate of SIX PERCENT (6%).
Ten business days after Demand, all past due principal and past due interest
owed under this Note will bear interest at an annual rate of TEN PERCENT (10%).
Accrued interest on the unpaid principal of this Note shall be computed on the
basis of a 365-day year for actual days elapsed, but in no event shall such
computation result in an amount of accrued interest that would exceed accrued
interest on the unpaid principal balance during the same period at the Maximum
Rate. Notwithstanding anything to the contrary, this Note is expressly limited
so that in no contingency or event whatsoever shall the amount paid or agreed to
be paid to the holder exceed the Maximum Rate. If, from any circumstances
whatsoever, the holder shall ever receive as interest an amount that would
exceed the Maximum Rate, such amount that would be excessive interest shall be
applied to the reduction of the unpaid principal balance and not to the payment
of interest, and if the principal amount of this Note is paid in full, any
remaining excess shall be paid to Maker, and in such event, the holder shall not
be subject to any penalties provided by any laws for contracting for, charging,
taking, reserving or receiving interest in excess of the highest lawful rate
permissible under applicable law.
SECTION 5. REMEDY. Upon the occurrence and during the continuation of an
Event of Default, the holder may, by written notice, accelerate the obligation
to pay the principal and interest in full. The holder shall have all of the
rights and remedies provided in the applicable Uniform Commercial Code or in
this Note or any other agreement between Maker and in favor of the holder, as
well as those rights and remedies provided by any other applicable law, rule or
regulation. All rights and remedies of the holder are cumulative and may be
exercised singly or concurrently. The exercise of any right or remedy will not
be a waiver of any other right or remedy.
SECTION 6. RIGHT OF OFFSET. The holder shall have the right of offset
against amounts that may be due by the holder now or in the future to Maker
against amounts due under this Note.
SECTION 7. RECORD OF OUTSTANDING PRINCIPAL. The date and amount of each
repayment of principal outstanding under this Note shall be recorded by Payee in
its records. The aggregate unpaid principal balance so recorded by Payee shall
be the best evidence of the principal balance owing and unpaid under this Note;
provided that the failure of Payee to so record any such balance or any error in
so recording any such balance shall not limit or otherwise affect the
obligations of Maker under this Note to repay the principal balance outstanding
and all accrued or accruing interest.
SECTION 8. WAIVER. Maker and each surety, endorser, guarantor, and other
party now or subsequently liable for payment of this Note, severally waive
demand, presentment for payment, notice of dishonor, protest, notice of protest,
diligence in collecting or bringing suit against any party liable on this Note,
and further agree to any and all extensions, renewals, modifications, partial
payments, substitutions of evidence of indebtedness, and the taking or release
of any collateral with or without notice before or after demand by the holder
for payment under this Note.
SECTION 9. COSTS AND ATTORNEYS' FEES. In the event the holder incurs
costs in collecting on this Note, this Note is placed in the hands of any
attorney for collection, suit is filed on this Note or if proceedings are had in
bankruptcy, receivership, reorganization, or other legal or judicial proceedings
for the collection, Maker and any guarantor jointly and severally agree to pay
on demand to the holder all expenses and costs of collection, including, but not
limited to, attorneys' fees incurred in connection with any such collection,
suit, or proceeding, in addition to the principal and interest then due.
SECTION 10. TIME OF ESSENCE. Time is of the essence with respect to all
of Maker's obligations and agreements under this Note.
SECTION 11. JURISDICTION AND VENUE. This Note shall be governed by the
laws of the State of Texas, and Maker consents to jurisdiction in the courts
located in Dallas, Texas.
SECTION 12. NOTICE. Any notice or demand required by this Note shall be
deemed to have been given and received on the earlier of (I) when the notice or
demand is actually received by the recipient or (II) 72 hours after the notice
is deposited in the United States mail, certified or registered, with postage
prepaid, and addressed to the recipient. The address for giving notice or
demand under this Note (I) to the holder shall be the place of payment specified
in SECTION 1 or such other place as the holder may specify in writing to the
Maker and (II) to the Maker shall be the address below the Maker's signature or
such other place as the Maker may specify in writing to the holder.
SECTION 13. SUCCESSORS AND ASSIGNS. All of the covenants, obligations,
promises and agreements contained in this Note made by Maker shall be binding
upon its successors and assigns; notwithstanding the foregoing, Maker shall not
assign this Note or its performance under this Note without the prior written
consent of the holder.
SECTION 14. DEFINITIONS. For purposes of this Note, the following terms
shall have the following meanings:
(a) "DEMAND" shall mean the demand by Maker or any subsequent
holder for the payment of the outstanding principal and accrued
interest on this Note.
(b) "EVENT OF DEFAULT" shall mean the failure by Maker to make
due an punctual payment of principal of or interest on this Note.
(c) "MAXIMUM RATE" shall mean the highest lawful rate
permissible under applicable law for the use, forbearance or detention
of money.
MAKER:
COMPX INTERNATIONAL INC.
/s/ Steven L. Watson
Steven L. Watson, Vice President
Address: Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT
Jurisdiction of % of Voting
Securities
Name of Corporation Incorporation Held
Organization
Waterloo Furniture Components Canada 100
Limited
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the inclusion in this registration statement on this Form S-1 of
our reports dated December 17, 1997 and February 7, 1997 on our audits of the
consolidated financial statements and financial statement schedules,
respectively, of CompX International Inc. We also consent to the reference to
our firm under the caption "Experts."
COOPERS & LYBRAND L.L.P.
Dallas, Texas
December 17, 1997
5
1,000
12-MOS
DEC-31-1996
JAN-01-1996
DEC-31-1996
8,550
0
11,816
167
10,879
32,208
29,514
13,355
48,456
8,055
74
0
0
1
39,241
48,450
88,744
88,744
58,295
58,295
0
177
18
22,084
9,055
13,029
0
0
0
13,029
1.28
0
5
1,000
9-MOS
DEC-31-1997
JAN-01-1997
SEP-30-1997
15,331
0
14,264
314
10,293
40,539
33,398
15,554
58,456
10,218
290
0
0
1
46,574
58,456
80,296
80,296
52,903
52,903
0
178
27
19,714
7,726
11,988
0
0
0
11,988
1.17
0
