SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
X
ACT OF 1934 - FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
COMMISSION FILE NUMBER 1-13905
COMPX INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
DELAWARE 57-0981653
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
16825 NORTHCHASE DRIVE, SUITE 1200, HOUSTON, TX 77060
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (281) 423-3304
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
Class A common stock New York Stock Exchange
($.01 par value per share)
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None.
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
X
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. .
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR
THE PAST 90 DAYS. YES X NO
AS OF FEBRUARY 26, 1999, 6,144,880 SHARES OF CLASS A COMMON STOCK WERE
OUTSTANDING. THE AGGREGATE MARKET VALUE OF THE 5.8 MILLION SHARES OF VOTING
STOCK HELD BY NONAFFILIATES OF VALHI, INC. AS OF SUCH DATE APPROXIMATED $101
MILLION.
DOCUMENTS INCORPORATED BY REFERENCE
THE INFORMATION REQUIRED BY PART III IS INCORPORATED BY REFERENCE FROM THE
REGISTRANT'S DEFINITIVE PROXY STATEMENT TO BE FILED WITH THE COMMISSION PURSUANT
TO REGULATION 14A NOT LATER THAN 120 DAYS AFTER THE END OF THE FISCAL YEAR
COVERED BY THIS REPORT.
The undersigned Registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
year ended December 31, 1998 as set forth below and in the pages attached
hereto:
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K.
Exhibit No. 99.1, Annual Report of The National Cabinet Lock, Inc.
Contributory Retirement Plan on Form 11-K for the year ended December
31, 1998 (filed as an amendment to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1998).
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
COMPX INTERNATIONAL INC.
(Registrant)
Dated: June 22, 1999 By: /s/ Todd W. Strange
Todd W. Strange
Vice President
and Controller
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
COMPX INTERNATIONAL INC.
(Registrant)
Dated: June 22, 1999 By:
Todd W. Strange
Vice President
and Controller
Exhibit 99.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 -
For the fiscal year ended December 31, 1998
Commission file number 1-13905
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
NATIONAL CABINET LOCK, INC.
CONTRIBUTORY RETIREMENT PLAN
200 Old Mill Road
Mauldin, South Carolina 29662
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
COMPX INTERNATIONAL INC.
16825 Northchase Drive, Suite 1200
Houston, Texas 77060-2544
NATIONAL CABINET LOCK, INC.
CONTRIBUTORY RETIREMENT PLAN
INDEX
Page
Signature Page 2
Financial Statements and Supplemental Schedules
with Report of Independent Accountants 3 - 11
Exhibit I - Consent of Independent Accountants
SIGNATURE
Pursuant to the requirements of the Securities Act of 1934, the Administrator
has duly caused this Annual Report to be signed by the undersigned thereunto
duly authorized.
NATIONAL CABINET LOCK, INC.
CONTRIBUTORY RETIREMENT PLAN
By: ADMINISTRATIVE COMMITTEE OF THE
NATIONAL CABINET LOCK, INC.
CONTRIBUTORY RETIREMENT PLAN
By: /s/ Keith A. Johnson
Keith A. Johnson
Committee Member
June 22, 1999
SIGNATURE
Pursuant to the requirements of the Securities Act of 1934, the Administrator
has duly caused this Annual Report to be signed by the undersigned thereunto
duly authorized.
NATIONAL CABINET LOCK, INC.
CONTRIBUTORY RETIREMENT PLAN
By: ADMINISTRATIVE COMMITTEE OF THE
NATIONAL CABINET LOCK, INC.
CONTRIBUTORY RETIREMENT PLAN
By:
Keith A. Johnson
Committee Member
June 22, 1999
NATIONAL CABINET LOCK, INC. CONTRIBUTORY RETIREMENT PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1998
WITH
REPORT OF INDEPENDENT ACCOUNTANTS
NATIONAL CABINET LOCK, INC. CONTRIBUTORY RETIREMENT PLAN
Index of Financial Statements and Supplemental Schedules
PAGE
REPORT OF INDEPENDENT ACCOUNTANTS 2
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits -
December 31, 1997 and 1998 3
Statement of Changes in Net Assets Available for
Benefits -
Year ended December 31, 1998 4
Notes to Financial Statements 5-9
SUPPLEMENTAL SCHEDULES
Item 27a - Schedule of Assets Held for Investment
Purposes -
December 31, 1998 10
Item 27d - Schedule of Reportable Transactions
(Securities
Purchased and Sold) - Year ended December 31, 1998 11
Report of Independent Accountants
To the Administrative Committee of
National Cabinet Lock, Inc. Contributory Retirement Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of National Cabinet Lock, Inc. Contributory Retirement Plan (the "Plan") at
December 31, 1997 and 1998 and the changes in net assets available for benefits
for the year ended December 31, 1998 in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Schedule
of Assets Held for Investment Purposes - December 31, 1998 and Schedule of
Reportable Transactions (Securities Purchased and Sold) - year ended December
31, 1998 are presented for the purpose of additional analysis and are not a
required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These supplemental schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
PricewaterhouseCoopers LLP
Dallas, Texas
June 22, 1999
NATIONAL CABINET LOCK, INC. CONTRIBUTORY RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1997 and 1998
1997 1998
Assets:
Investments, at fair value:
Putnam Funds:
Voyager Fund $ 3,185,823 $ 3,379,426
Vista Fund 2,589,744 2,830,550
OTC and Emerging Growth Fund 80,294 107,579
Global Growth Fund 262,004 254,281
George Putnam Fund 854,247 1,074,041
High Yield Advantage Fund 30,539 24,470
Diversified Income Fund 1,134,682 903,961
Stable Value Fund 313,286 978,239
CompX International Inc. common stock - 102,797
Loans to participants 358,157 398,254
Total investments 8,808,776 10,053,598
Contributions receivable:
Employer 272,082 343,182
Net assets available for benefits $ 9,080,858 $ 10,396,780
NATIONAL CABINET LOCK, INC. CONTRIBUTORY RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 1998
Additions:
Investment income:
Net appreciation in fair value
of investments $ 600,649
Interest and dividends 693,671
1,294,320
Contributions:
Employer 343,182
Participants 537,103
880,285
Total additions 2,174,605
Deductions:
Benefits to participants 857,543
Administrative expenses 1,140
Total deductions 858,683
Net increase in net assets available for benefits 1,315,922
Net assets available for benefits:
Beginning of year 9,080,858
End of year $10,396,780
NATIONAL CABINET LOCK, INC. CONTRIBUTORY RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 1 - Description of Plan and significant accounting policies:
General. The following description of the National Cabinet Lock, Inc.
Contributory Retirement Plan (the "Plan"), provides only general information.
Participants should refer to the Plan agreement for a more complete description
of the Plan's provisions.
The Plan is a defined contribution plan which covers eligible salaried and
hourly U.S. employees of CompX International, Inc. (the "Employer"). Employees
are eligible to participate in the Plan as of the first entry date, as defined,
concurrent with or next following the completion of one year of employment and
attaining 20 years of age. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA").
The Employer is a 64%-owned subsidiary of Valhi, Inc. ("Valhi"). Valhi is a
92%-owned subsidiary of Contran Corporation ("Contran"). Substantially all of
Contran's outstanding voting stock is held either by trusts established for the
benefit of certain children and grandchildren of Harold C. Simmons, of which Mr.
Simmons is sole trustee, or by Mr. Simmons directly. Mr. Simmons, Chairman of
the Board of each of Contran and Valhi, may be deemed to control each of such
companies and the Employer.
Contributions. The Plan permits participants to defer 1% to 15% of their
pre-tax annual compensation as contributions, not to exceed a deferral of
$10,000 in 1998 (subject to adjustment in future years), through payroll
deductions. The Employer's contribution is based upon a profit-sharing formula
and the Employer's profit, as defined, during the Plan year. The Employer's
contribution is allocated to participants' accounts on a percentage or matching
basis relative to the participants' contributions for the year. The Employer's
contribution is reduced, as provided by the Plan, by nonvested amounts forfeited
by participants who withdraw from the Plan.
Vesting and benefits. Salary deferrals (including earnings thereon) are
immediately vested while Employer contributions (including earnings thereon)
vest at the rate of 20% per year of service, as defined.
Upon termination of employment, retirement, death or disability, a
participant (or beneficiary, if applicable) may elect to receive either (i) a
lump sum amount equal to the vested value of the participant's accounts or (ii)
installments over a period of not more than 30 years. With the consent of the
Plan administrators, participants can borrow amounts from their vested account
balances, subject to certain limitations under the Plan.
Participants' accounts. Participants can direct the Plan administrator to
invest, in 1% increments, their account balance in publicly-traded registered
investment companies or pooled funds administered by Putnam Investments or in
CompX International Inc. common stock. Below are the investment fund options
available to participants:
Putnam Voyager Fund (trading symbol PVOYX) - Aggressively seeks capital
appreciation. Invests primarily in common stocks.
Putnam Vista Fund (PVISX) - Seeks capital appreciation. Invests primarily
in common stocks.
Putnam OTC and Emerging Growth Fund (POEGX) - Seeks capital appreciation.
Invests primarily in common stocks of small- to medium-sized "emerging
growth" companies traded in the over-the-counter ("OTC") market.
Putnam Global Growth Fund (PEQUX) - Seeks capital appreciation. Invests
primarily in U.S. and international common stocks.
The George Putnam Fund of Boston (PGEOX) - Seeks to provide a balanced
investment which will produce both capital growth and current income.
Invests in a diversified group of stocks and bonds.
Putnam High Yield Advantage Fund (PHYIX) - Seeks high current income.
Invests primarily in high-yielding, lower-rated fixed income securities.
Putnam Diversified Income Fund (PDINX)- Seeks high current income
consistent with preservation of capital. Invests primarily in U.S.
government, high-yield and international fixed securities.
Putnam Stable Value Fund - This pooled fund seeks stable principal and
relatively high current income. Invests primarily in high-quality fixed-
income investments.
*Company Stock Fund - Invests in CompX International Inc. common stock.
**Putnam S&P 500 Index Fund - Seeks to mirror the performance and
composition of Standard & Poor's 500 Composite Index.
**Putnam Asset Allocation Fund - Growth Portfolio - Seeks capital
appreciation. Invests in both stocks and bonds.
**Putnam Asset Allocation Fund - Balanced Portfolio - Seeks total return.
Invests in both stocks and bonds.
**Putnam Asset Allocation Fund - Conservative Portfolio - Seeks total
return with preservation of capital. Invests in both stocks and bonds.
**Putnam International Growth Fund - Seeks capital appreciation. Invests
in growth and value stocks outside of the United States.
* First available to participants June 8, 1998.
** First available to participants February 1, 1999.
The above fund descriptions provide only general information. Participants
should refer to the Prospectus of each fund for a more complete description.
In addition to the Putnam Funds, a "Loan Fund" is maintained to account for
loans to participants, as permitted by the Plan. These loans, with interest
rates ranging from 7.0% to 10.0%, mature through 2009.
Plan termination. The Employer has the right under the Plan to discontinue
its contributions at any time and to terminate the Plan, in compliance with the
provisions of ERISA. In the event the Plan is terminated, the accounts of all
participants will become fully vested.
Basis of accounting. The financial statements of the Plan are prepared in
accordance with generally accepted accounting principles. Valuation of
investments is more fully described in Note 2.
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,
liabilities, and changes therein, and disclosure of contingent assets and
liabilities. Actual results may, in some instances, differ from previously
estimated amounts.
Expenses of administering the Plan. The Plan provides that the Employer
will reimburse the Plan for administrative expenses paid by the Plan. The
Employer paid a significant portion of the 1998 administrative expenses.
Tax status. The Plan has been notified by the Internal Revenue Service that
it is a qualified plan under Section 401(a) and Section 401(k) of the Internal
Revenue Code, and is therefore exempt from federal income taxes under provisions
of Section 501(a) of the Code.
Note 2 - Investments:
General. The assets of the Plan are held and the related investment
transactions are executed by Putnam Fiduciary Trust Company as trustee (the
"Trustee") of the National Cabinet Lock, Inc. Master 401(k) Plan Trust (the
"Trust"). The Trust invests in publicly-traded registered investment companies
or pooled funds administered by Putnam Investments and CompX International, Inc.
common stock (see Note 1). The Plan's investments are stated at fair value
based on quoted market prices and net appreciation (depreciation) for the year
is reflected in the Plan's statement of changes in net assets available for plan
benefits. The net appreciation (depreciation) consists of realized gains or
losses and unrealized appreciation or depreciation on investments.
Note 3 - Statements of net assets available for benefits by investment fund:
December 31, 1997
Putnam Funds
OTC Global
Voyager* Vista* Growth Growth
Investments, at fair value:
Putnam funds $3,185,823 $2,589,744 $80,294 $262,004
Loans to participants - - - -
Total investments 3,185,823 2,589,744 80,294 262,004
Contributions receivable:
Employer 104,616 75,850 10,692 14,563
Net assets available for benefits $3,290,439 $2,665,594 $ 90,986 $276,567
December 31, 1997
Putnam Funds
George High Yield Diversified Stable
Putnam* Advantage Income* Value
Investments, at fair value:
Putnam funds $854,247 $30,539 $1,134,682 $313,286
Loans to participants - - - -
Total investments 854,247 30,539 1,134,682 313,286
Contributions receivable:
Employer 23,849 4,123 45,424 (7,035)
Net assets available
for benefits $878,096 $34,662 $1,180,106 $306,251
Loan
Fund Total
Investments, at fair value:
Putnam funds $ - $8,450,619
Loans to participants 358,157 358,157
Total investments 358,157 8,808,776
Contributions receivable:
Employer - 272,082
Net assets available for benefits $358,157 $9,080,858
December 31, 1998
Putnam Funds
OTC Global
Voyager* Vista* Growth Growth
Investments, at fair value:
Putnam funds $3,379,426 $2,830,550 $107,579 $254,281
CompX International Inc.
common stock - -
- -
Loans to participants - - - -
Total investments $3,379,426 $2,830,550 $107,579 $254,281
Contributions receivable:
Employer 113,899 83,972 15,934 23,861
Net assets available for
benefits
$3,493,325 $2,914,522 $123,513 $278,142
December 31, 1998
Putnam Funds
George High Yield Diversified Stable
Putnam* Advantage Income* Value*
Investments, at fair value:
Putnam funds $1,074,041 $24,470 $903,961 $978,239
CompX International Inc.
common stock - - - -
Loans to participants - - - -
Total investments $1,074,041 $24,470 $903,961 978,239
Contributions receivable:
Employer 36,593 4,230 38,192 19,015
Net assets available for
benefits
$1,110,634 $28,700 $942,153 $997,254
CompX Loan
Stock Fund Total
Investments, at fair value:
Putnam funds $ - $ - $9,552,547
CompX International Inc.
common stock
102,797 - 102,797
Loans to participants - 398,254 398,254
Total investments $102,797 398,254 $10,053,598
Contributions receivable:
Employer 7,486 - 343,182
Net assets available for
benefits
$110,283 $398,254 $10,396,780
* Represents over 5% of net assets available for benefits.
Note 4 - Statements of changes in net assets available for benefits by
investment fund:
December 31, 1998
Putnam Funds
OTC Global
Voyager Vista Growth Growth
Additions:
Investment income:
Net appreciation (depreciation)
in fair value of investments $ 6,741
$ 420,988 $ 260,562 $ 43,733
Interest and dividends 226,742 205,069 3,352 7,296
Total investments 647,730 465,631 10,093 51,029
Contributions received:
Employer 113,899 83,972 15,934 23,861
Participants 178,861 133,661 29,963 39,815
292,760 217,633 45,897 63,676
Interfund transfers (402,910) (209,237) (20,297) (102,243)
Total additions 537,580 474,027 35,693 12,462
Deductions:
Benefits to participants 334,277 224,846 3,151 10,848
Administrative expenses 417 253 15 39
Total deductions 334,694 225,099 3,166 10,887
Net increase (decrease) in net
assets available for benefits 202,886 248,928 32,527 1,575
Net assets available for benefits:
Beginning of year 3,290,439 2,665,594 90,986 276,567
End of year $3,493,325 $2,914,522 $123,513 $ 278,142
December 31, 1998
Putnam Funds
George High Yield Diversified Stable
Putnam Advantage Income Value
Additions:
Investment income:
Net appreciation (depreciation)
in fair value of investments $ (399) $(55,139) $ (95,772)
$ -
Interest and dividends 97,590 20,072 73,804 27,130
Total investments 97,191 (35,067) (21,968) 27,130
Contributions received:
Employer 36,593 4,230 38,192 19,015
Participants 53,885 7,843 67,515 21,996
90,478 12,073 105,707 41,011
Interfund transfers 54,552 18,220 (227,032) 732,256
Total additions 242,221 (4,774) (143,293) 800,397
Deductions:
Benefits to participants 9,630 1,183 94,398 109,299
Administrative expenses 53 5 262 95
Total deductions 9,683 1,188 94,660 109,394
Net increase (decrease) in net
assets available for benefits 232,538 (5,962) (237,953) 691,003
Net assets available for benefits:
Beginning of year 878,096 34,662 1,180,106 306,251
End of year $1,110,634 $28,700 $ 942,153 $997,254
CompX Loan
Stock Fund Total
Additions:
Investment income:
Net appreciation (depreciation)
in fair value of investments $ 19,935 $ 600,649
$ -
Interest and dividends - 32,616 693,671
Total investments 19,935 32,616 1,294,320
Contributions received:
Employer 7,486 - 343,182
Participants 3,564 - 537,103
11,050 - 880,285
Interfund transfers 79,299 77,392 -
Total additions 110,284 110,008 2,174,605
Deductions:
Benefits to participants - 69,911 857,543
Administrative expenses 1 - 1,140
Total deductions 1 69,911 858,683
Net increase (decrease) in net
assets available for benefits 110,283 40,097 1,315,922
Net assets available for benefits:
Beginning of year - 358,157 9,080,858
End of year $110,283 $398,254 $10,396,780
NATIONAL CABINET LOCK, INC. CONTRIBUTORY RETIREMENT PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1998
Fair
Shares
Putnam Funds:
Voyager Fund 154,171 $2,273,522 $3,379,426
Vista Fund 216,569 1,994,123 2,830,550
OTC and Emerging Growth Fund 6,236 100,322 107,579
Global Growth Fund 20,424 216,021 254,281
George Putnam Fund 59,537 978,592 1,074,041
High Yield Advantage Fund 2,991 28,779 24,470
Diversified Income Fund 78,605 945,333 903,961
Stable Value Fund 978,239 978,239 978,239
CompX International Inc. common stoc 3,898 84,846 102,797
Loans to participants mature
through 2009 -
398,254 398,254
$7,998,031 $10,053,598
NATIONAL CABINET LOCK, INC. CONTRIBUTORY RETIREMENT PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
(SECURITIES PURCHASED AND SOLD)
Year ended December 31, 1998
Purchase Selling
Shares price price
SERIES OF TRANSACTIONS -
Putnam Funds:
Voyager Fund:
Shares purchased 28,728 $590,781 $ -
Shares sold 41,793 - 818,165
Vista Fund:
Shares purchased 41,115 496,514 -
Shares sold 41,722 - 516,270
Diversified Income Fund:
Shares purchased 18,120 222,780 -
Shares sold 29,712 - 357,728
Stable Value Fund:
Shares purchased 866,486 866,486 -
Shares sold 201,533 - 201,533
Current value
of assets on Net
Cost of transaction gain
asset date (loss)
SERIES OF TRANSACTIONS -
Putnam Funds:
Voyager Fund:
Shares purchased $ - $590,781 $ -
Shares sold 577,916 - 240,249
Vista Fund:
Shares purchased - 496,514 -
Shares sold 371,791 - 144,479
Diversified Income Fund:
Shares purchased - 222,780 -
Shares sold 356,393 - 1,335
Stable Value Fund:
Shares purchased - 866,486 -
Shares sold 201,533 - 0
EXHIBIT I
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
CompX International Inc. on Form S-8 (File No. 333-56163) and related Prospectus
with respect to the National Cabinet Lock, Inc. Contributory Retirement Plan of
our report dated June 22, 1999, on our audits of the statement of net assets
available for benefits of the National Cabinet Lock, Inc. Contributory
Retirement Plan as of December 31, 1997 and 1998 and the related statement of
changes in net assets available for benefits for the year ended December 31,
1998, which report is included in this Annual Report on Form 11-K.
PricewaterhouseCoopers LLP
Dallas, Texas
June 22, 1999
