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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
/X/ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (Fee Required)
For the fiscal year ended DECEMBER 31, 1993
/ / Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required)
Commission file number 0-12640
KAYDON CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 13-3186040
(State or other jurisdiction of (IRS Employer
incorporation or organization) ID No.)
ARBOR SHORELINE OFFICE PARK, 19345 US 19 NORTH, CLEARWATER, FL 34624
(Address of principal executive offices)
Registrant's telephone number, including area code (813) 531-1101
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
NONE NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.10 PER SHARE
(Title of each class)
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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
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
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.
Yes X No
--- ---
Based on the closing sales price of February 28, 1994, the aggregate market
value of the voting stock held by nonaffiliates of the registrant was
$392,215,024.
The number of shares outstanding of the registrant's common stock, $0.10 par
value was 16,690,001 as of February 28, 1994.
DOCUMENTS INCORPORATED BY REFERENCE AND THE PART(S) OF THIS FORM 10-K INTO
WHICH EACH DOCUMENT IS INCORPORATED:
KAYDON CORPORATION 1993 ANNUAL REPORT TO STOCKHOLDERS - PARTS I, II AND IV
KAYDON CORPORATION PROXY STATEMENT - PART III
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KAYDON CORPORATION FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 1993
INDEX
Part I Page No.
- - ------ ------------
Item 1. Business 1 - 10
Item 2. Properties 11 - 13
Item 3. Legal Proceedings 13 - 14
Item 4. Submission of Matters to Vote of Security Holders 14
Part II
- - -------
Item 5. Market for the Registrant's Common Equity &
Related Stockholder Matters 15
Item 6. Selected Financial Data 16
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 16
Item 8. Financial Statements and Supplementary Data 16
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 16
Part III
- - --------
Item 10. Directors and Executive Officers of the Registrant 17
Item 11. Executive Compensation 18
Item 12. Security Ownership of Certain Beneficial Owners
and Management 18
Item 13. Certain Relationships and Related Transactions 18
Part IV
- - -------
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K
(a) 1. Financial Statements 19
2. Financial Statement Schedules 19 - 20
3. Reference to Exhibits 20
(b) Reports on Form 8-K 20
Report of Independent Public Accountants 21
Financial Statement Schedules 22 - 25
Signatures 26
(c) 1. Exhibit Index 27 - 34
2. Exhibits E1 - E3
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PART I
Item 1. BUSINESS
a. General Development of Business
Kaydon Corporation (the "Company" or "Kaydon") was formed in October
1983, as a wholly owned subsidiary of Bairnco Corporation ("Bairnco" or "former
parent"), when it acquired all of the assets and assumed certain liabilities,
other than amounts due from affiliates, from a subsidiary of Keene Corporation,
another wholly owned subsidiary of Bairnco, which was then known as Kaydon
Corporation and is now inactive.
The Company was spun off from Bairnco in April 1984 and is no longer a
member of its consolidated group. This spinoff was effected in the form of a
100 percent stock dividend to stockholders of the former parent's common stock.
On June 30, 1986, Kaydon Ring and Seal, Inc., a wholly owned
subsidiary of Kaydon, acquired for $29,600,000 certain assets and liabilities
of the Piston Ring and Seal Division of Koppers Company, Inc., a manufacturer
of piston rings and shaft seals. This acquisition was consummated by Kaydon
Ring and Seal, Inc. with loaned funds from Kaydon.
On July 17, 1987, Kaydon acquired for $5,100,000 certain assets and
liabilities of the Spirolox operation of TRW, Inc., a manufacturer of specialty
retaining rings. This acquisition was consummated with funds acquired through
bank credit obtained in the normal course of business.
On June 23, 1989, Kaydon Corporation, through its newly formed, wholly
owned subsidiaries, Kaydon Acquisition Corp. III and Kaydon Acquisition Corp.
IV, acquired for $22,710,000 all of the stock of I.D.M. Electronics Ltd., a
United Kingdom corporation, and KDI Electro-Tec Corp., a Delaware corporation,
from KDI Corporation. I.D.M. Electronics Ltd. and Electro-Tec Corp.
manufacture high-performance, precision slip-rings, slip-ring capsules and
slip-ring assemblies. Slip-rings are complex, electromechanical devices used
to transmit electric signals or electrical power between the rotating and
stationary members of an assembly, such as a gyro and its housing. The
purchase price was financed by credit obtained in the normal course of
business.
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On December 16, 1991, Kaydon Corporation, through its wholly owned
subsidiaries, Kaydon Acquisition Corp. III and Kaydon Acquisition Corp. U.K.
Ltd., acquired for L.24,000,000 (approximately $43,440,000 when translated at
the exchange rate in effect at the time of purchase) all of the capital stock
of Prizerandom Limited, a United Kingdom corporation, from Clairmont PLC, a
Scotland corporation. Prizerandom Limited is a wholly owned subsidiary of
Clairmont PLC and is the holding company for Cooper Bearings Limited, a United
Kingdom corporation, which was the primary subject of the acquisition.
Cooper Bearings Ltd. is a holding company consisting of the following
operating subsidiaries, all of which are manufacturers or distributors of
complete bearings and related components parts:
COUNTRY OF
SUBSIDIARY INCORPORATION
- - ------------------------------------------------------------ -------------
Cooper Roller Bearings Company Limited ("Cooper U.K.") United Kingdom
Cooper Split Roller Bearings Corporation ("Cooper U.S.") U.S.A.
Cooper Geteilte Rollenlager GmbH ("Cooper Germany") Germany
Cooper U.K. is a manufacturing operation located in King's Lynn,
Norfolk - U.K. that produces a range of split roller bearings including both a
standard line and custom-designed product. Split bearings are designed
specifically to aid the customer in solving problems where the application of
full round bearings would be impractical. Cooper U.S. and Cooper Germany are
distribution operations located in Virginia Beach, VA - U.S. and Krefeld,
Germany, respectively.
The purchase price was financed through Kaydon Corporation cash plus
bank loans from the National Bank of Detroit and Continental Bank, U.K.
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b. and c. Financial Information About Industry Segments
and Narrative Description of Business
The Company designs, manufactures and sells custom-engineered products
for a broad and diverse customer base. The Company's principal products
include antifriction bearings, bearing systems, filters, filter housings,
high-performance rings, sealing rings, specialty retaining rings, shaft seals
and slip-rings. These products are used by customers in a variety of medical,
instrumentation, material handling, machine tool positioning, aerospace,
defense, construction and other industrial applications.
Products
Kaydon works closely with its customers to engineer the required
solutions to their design problems. Design solutions are frequently unique to
a single customer or application. Depending upon the nature of the
application, the design may be used over a protracted time period and in large
numbers, or it may be for a single use.
The antifriction bearing products of Kaydon incorporate various types
of rolling elements. The ball, tapered roller, cylindrical roller and needle
roller bearings manufactured by Kaydon are made in sizes ranging from needle
bearings with a 1/2-inch outside diameter to heavy-duty ball bearings with an
outside diameter of 180 inches. These antifriction products are fabricated
from aluminum, bearing-quality steel, stainless steel or special tool steels.
They often incorporate a broad range of features such as gearing, special
sealing systems and mounting arrangements in combination with other mechanical
components.
As a custom manufacturer, many diverse applications are served.
Typical applications include large-diameter ball bearings for hydraulic cranes
and excavators; thin-section ball bearings for rotating joints of industrial
robots; lightweight airborne radar bearings; large-diameter aluminum roller
bearings for military vehicle turret systems; needle roller bearings for
passenger car transmissions; loose needle rollers for universal joints utilized
in light trucks, agricultural tractors
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and passenger cars; special coalescing elements and filter housings for diesel
fuel filtration on both commercial and military vehicles; hydraulic filter
elements for tractor-mounted farm implement units; and ultra high-precision
roller bearings for gear box applications.
Kaydon's subsidiary, Kaydon Ring and Seal, Inc., manufactures metallic
medium and large bore-size rings for low and medium-speed internal combustion
engines, steam engines, pumps and reciprocating compressors. Sealing rings are
engineered with metallic and nonmetallic products used to limit the leakage of
fluids and gases within engines and a wide variety of other mechanical
products. Sealing rings are used in industrial applications, such as:
compressors, transmissions, hydraulic and pneumatic cylinders, and commercial
and military aircraft, jet engines and control apparatus applications. Shaft
seals are used to seal gases or liquids usually under extreme conditions of
speed, pressure or temperature. Shaft seals are fabricated from a variety of
materials depending on the application.
Electro-Tec Corp. and I.D.M. Electronics Ltd., wholly owned
subsidiaries of Kaydon Corporation, design and manufacture precision,
high-performance slip-rings, slip-ring assemblies, capsules and related
electromechanical devices to meet customers' exact needs and specifications.
Slip-rings are manufactured from injection and transfer-molded plastics,
aluminum and stainless steel castings, bearings and electronic components and
connectors, and are sometimes subjected to an electro-deposition process. They
are used to transmit electrical signals or power between the rotating and
stationary members of an assembly and can be found in combat vehicles, aircraft
inertial guidance systems, telecommunications satellites, aircraft targeting
systems and medical diagnostic equipment.
Cooper Bearings Ltd., a wholly owned subsidiary of Kaydon Corporation,
designs and manufactures a range of split roller bearings, which include both
standard and custom-designed lines. Split bearings are designed specifically
to aid the customer in solving problems where the application of full round
bearings would be less desirable. The product is used in a wide range of
applications but particularly those where space and ease of change are
important selection criteria.
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Approximately 69 percent of Kaydon's sales are to original equipment
manufacturers, which incorporate the Kaydon products in the products they sell.
Many of the applications for the Company's products also provide the
opportunity for participation in the replacement or spare parts markets.
New Product and Industry Segment Information
On December 4, 1993 the Company acquired, for approximately $716,000,
the assets of Kenyon Power Transmission Ltd. of Manchester, England. Kenyon
manufactures pulleys and drive components which are complementary to the
product offering of the Company's subsidiary, Cooper U.K., into which it will
be absorbed.
Subsequent to year end, on January 28, 1994 the Company acquired, for
approximately $7,500,000, the assets of Industrial Tectonics Inc located in
Dexter, Michigan. This company has been in existence since 1946 and is noted
for the production of balls made of alloyed steel, plastic, tungsten carbide,
glass and an assortment of other materials which are used in gauges, floats,
measuring instruments, ball point pens and antifriction bearings.
The Company has not made any other public announcement of, or
otherwise made public information about, a new product or a new industry
segment which would require the investment of a material amount of the
Company's assets or which would otherwise result in a material cost.
Patents, Trademarks, Licenses, Etc.
The Company does not believe that any material part of its business is
dependent on the continued availability of any one or all of its patents or
trademarks.
Seasonal Nature of Business
The Company does not consider its business to be seasonal in nature.
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Working Capital Practices
The Company does not believe that it or the industry in general has
any special practices or special conditions affecting working capital items
that are significant for an understanding of the Company's business.
Customers
Kaydon sells its products to over 1,000 companies throughout the
world. The principal customers are generally large manufacturing corporations.
During 1993, 1992 and 1991, sales to no single customer exceeded 10% of total
sales.
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Customers can generally be divided into four major market groups:
Aerospace and Military, Replacement Parts and Exports, Special Industrial
Machinery and Heavy Industrial Equipment. Sales to these customer groups for
1993, 1992 and 1991 are set forth in the following table:
Net Sales by Major Market Groups
(in thousands)
1993 1992 1991
-------------------- ------------------- -------------------
Amount % Amount % Amount %
-------- ----- -------- ----- -------- -----
Aerospace and Military $ 40,838 22.2 $ 47,972 26.1 $ 48,905 30.4
Replacement Parts and Exports 68,624 37.3 71,865 39.1 54,649 33.9
Special Industrial Machinery 52,091 28.3 43,087 23.4 39,435 24.5
Heavy Industrial Equipment 22,507 12.2 20,980 11.4 18,000 11.2
-------- ----- -------- ----- -------- -----
Total $184,060 100.0% $183,904 100.0% $160,989 100.0%
======== ===== ======== ===== ======== =====
Replacement parts are sold mainly through specialized distributors.
Kaydon had export sales of $10,979,000 in 1993, $9,102,000 in 1992, and
$10,762,000 in 1991, with most of such sales concentrated in Canada, Europe and
Japan.
Marketing
Kaydon's sales organization consists of salespersons and
representatives located throughout the United States, Canada, Europe and Asia.
Salespersons are trained to provide technical assistance to customers, as well
as to provide liaison with factory engineering staffs.
A nationwide network of specialized distributors and agents provides
local availability of Kaydon products to serve the requirements of the
replacement market and small original equipment manufacturers.
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Manufacturing
Kaydon manufactures virtually all of the products it sells and
utilizes subcontractors only for occasional specialized services. Kaydon's
products require sophisticated processes and equipment, and many of its
products incorporate unique Kaydon-developed production techniques. Certain
satellite and aircraft-type bearing products must meet extraordinary mechanical
tolerances (for example, within 20 millionths of an inch) and many bearings and
slip-rings are assembled in quality-controlled "white room" conditions. Nearly
all of Kaydon's products require high levels of incoming quality control and
process quality control. The manufacturing equipment required for Kaydon's
operations entails a very high level of capital investment for any given level
of sales.
Suppliers
Kaydon and its subsidiaries purchase large quantities of raw
materials, mainly bearing-quality steel, special alloy steel, high-grade carbon
and filter media, aluminum alloy and stainless steel castings, plastics, wire
and electrical connectors, from multiple sources. Kaydon purchases large
amounts of certain types of bearing-quality steel from a number of foreign
suppliers. No significant supply problems have been encountered in recent
years as relationships with suppliers have generally been good.
Environmental Matters
Reference is made to "Management's Discussion and Analysis" on pages
15 and 16 of Kaydon's 1993 Annual Report to Stockholders which is incorporated
herein by reference.
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Employees
On December 31, 1993, Kaydon employed 1,671 employees. Hourly
employees at the Muskegon facilities (including Norton Shores) are represented
by the International Association of Machinists and Aerospace Workers. The
current collective bargaining agreement is effective until December 3, 1994.
The Baltimore hourly employees are also represented by the International
Association of Machinists and Aerospace Workers. The current collective
bargaining agreement is effective until November 5, 1995. Greeneville hourly
employees are represented by the United Steelworkers of America, with the
current collective bargaining agreement effective until February 2, 1996. The
remaining domestic factory employees, as well as all office employees, are
non-union.
Kaydon provides its employees with a full range of insurance, pension
and deferred compensation benefits. The Company believes its levels of total
compensation are equal to or better than comparable companies in communities
adjacent to each facility.
Backlog
Kaydon sells certain products on a build-to-order basis that requires
substantial order lead time. This results in a backlog of unshipped, scheduled
orders. Other products are manufactured on the basis of sales projections or
annual blanket purchase orders. Orders for such products are not entered into
backlog until explicit shipping releases are received. Kaydon's backlog was
$84,385,000 at December 31, 1993 and $83,296,000 at December 31, 1992. Based
on experience, management would expect to ship over the following twelve months
about 90 percent of the year-end backlog. The backlog increase reversed a
downward trend over the last several years. Backlog has become less indicative
of future results as the Company has made efforts to shorten manufacturing lead
times, creating a faster response to customer orders.
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Competition
Kaydon competes with divisions of SKF Industries, Timken Corporation,
Torrington/Fafnir, Rotek, FAG, EG&G Inc., Litton Poly-Scientific and numerous
other smaller companies.
The markets served by Kaydon are large and extremely competitive. The
major domestic competitors generally produce a wide line of standard products
and do not specialize in custom products. The major domestic bearing
manufacturers nonetheless do offer special-engineered bearings. The markets
for Kaydon's special-machined components, fabricated products, filters, rings
and seals are very diverse. Consequently, management feels that the size of
the total market for such products cannot be meaningfully estimated.
In all of the markets served by Kaydon, the principal methods of
competition involve price, product performance, engineering support and timely
delivery.
Many of Kaydon's domestic competitors are part of large, worldwide
manufacturing concerns and have significantly greater financial resources.
While foreign competition is intense and growing for all industrial components,
the special nature of Kaydon's products and the close working relationship with
its customers have somewhat limited the impact of foreign competition on
domestic business.
Government Contracts and Renegotiation
Various provisions of federal law and regulations require, under
certain circumstances, the renegotiation of military procurement contracts or
the refund of profits determined to be excessive. Based on Kaydon's experience
under such provisions, management believes that no material renegotiation or
refunds (if any) will be required.
d. Information About International Operations
Information with respect to operations by geographic area appears in
Note 15, "Business Segment Information" of the Notes to Consolidated Financial
Statements set forth on page 28 of the Annual Report to Stockholders, which is
incorporated herein by reference. Fluctuating exchange rates and factors
beyond the control of the Company, such as tariffs and foreign economic
policies, may affect future results of foreign operations.
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Item 2. PROPERTIES
The following chart lists the principal locations, activity (use) and
square footage of Kaydon's most significant facilities as of December 31, 1993
and indicates whether the property is owned or leased:
Owned or
Location Activity Sq. Ft. Leased
-------- -------- ------ --------
Clearwater, FL Corporate Headquarters 9,383 Leased
Muskegon, MI Engineering Laboratory 232,250 Owned
(Norton Shores) Manufacturing Facility
Muskegon, MI Manufacturing Facility 162,476 Owned
(Norton Shores)
Muskegon, MI Held For Sale 104,000 Owned
Newaygo, MI Assembly Facility 16,800 Owned
Sumter, SC Manufacturing Facility 168,400 Leased
Sumter, SC Manufacturing Facility 115,200 Owned
Greeneville, TN Manufacturing Facility 80,700 Owned
LaGrange, GA Manufacturing Facility 87,000 Owned
Baltimore, MD Manufacturing Facility 725,000 Owned
St. Louis, MO Manufacturing Facility 18,500 Leased
Blacksburg, VA Manufacturing Facility 111,400 Owned
Virginia Beach, VA Warehouse 28,713 Owned
Offices 9,855 Owned
Krefeld, Germany Warehouse 10,032 Leased
King's Lynn, England Manufacturing Facility 153,000 Owned
Reading, England Manufacturing Facility 26,000 Leased
Monterrey, NL, Mexico Manufacturing Facility 32,000 Owned
Kaydon owns the two manufacturing facilities located in Muskegon
(Norton Shores), the assembly facility located in Newaygo, the manufacturing
facilities located in Sumter, Greeneville, LaGrange (lease option to purchase
exercised June 1, 1993), Baltimore, Blacksburg, Monterrey, Mexico, and King's
Lynn, England and the warehouse facility in Virginia Beach. The other property
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in Muskegon was leased (under a capitalized lease) in connection with a
$10,000,000 Industrial Revenue Bond (IRB) financing for a term expiring January
15, 2009, with an option to purchase the property during the pendency of the
lease and an obligation to purchase the property for nominal consideration upon
its expiration. The IRB's were paid off on January 4, 1993, the lease was
terminated, and the Company took title to the land. Due to the continuing
shrinkage of the military and aerospace markets, Kaydon consolidated its three
Muskegon, Michigan plants into two buildings and closed this plant which is
located within a modern industrial park during the year. Management does not
anticipate a material impact, if any, on earnings relating to the sale of this
facility and anticipates that the desirable location will allow the plant
facility to be sold for at least book value. Kaydon operates at two sites in
Sumter, one site is owned and the other is leased (under a capitalized lease)
in connection with a $4,000,000 Industrial Revenue Bond financing for a term
expiring April 1, 1997, with an option to purchase the property during the
pendency of the lease and an obligation to purchase the property for nominal
consideration upon its expiration. The St. Louis property is leased for a term
expiring July 31, 1997. The property in Reading, England, is leased for a term
expiring May 1, 2009. The Krefeld, Germany property is leased for a term
expiring September 30, 1994. The Corporate office located in Clearwater,
Florida is leased for a term expiring January 31, 1999.
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Kaydon Corporation is the sole shareholder of the following operating
subsidiaries:
Date
Subsidiary Formed/Acquired
---------- ---------------
Kaydon Ring and Seal, Inc. June 17, 1986
(a Delaware corporation)
Kaydon S.A. de C.V. April 10, 1987
(a Mexico corporation)
Electro-Tec Corp. June 23, 1989
(a Delaware corporation)
I.D.M. Electronics Ltd. June 23, 1989
(a United Kingdom corporation)
Cooper Roller Bearings Company Limited December 16, 1991
(a United Kingdom corporation)
Cooper Split Roller Bearings Corporation December 16, 1991
(a Virginia corporation)
Cooper Geteilte Rollenlager GmbH December 16, 1991
(a Germany corporation)
Item 3. LEGAL PROCEEDINGS
The Company, together with other companies, certain former officers,
and certain current and former directors, has been named as a co-defendant in
lawsuits filed in the federal court in New York. The suits purport to be class
actions on behalf of all persons who have unsatisfied personal injury and
property damage claims against Keene Corporation. The premise of the suits is
that assets of Keene were transferred to Bairnco subsidiaries, of which Kaydon
was one in 1983, at less than fair value. The suits also allege that the
Company, among other named defendants, was a successor to and alter ego of
Keene. While the ultimate outcome of this litigation is unknown at the present
time, management believes that it has meritorious defenses to the asserted
claims. Accordingly, no provision has been reflected in the financial
statements for any alleged
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damages. Management believes that the outcome of this litigation will not have
a materially adverse effect on the Company's financial position.
Various other claims, lawsuits and environmental matters arising in
the normal course of business are pending against the Company. Management
believes that the outcome of these matters will not have a materially adverse
effect on the Company's financial position or results of operations.
Item 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the
fourth quarter of the year ended December 31, 1993.
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PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY & RELATED STOCKHOLDER
MATTERS
a. and c. Market Information and Dividends
Information regarding the market price of Kaydon's common stock
appears in Note 14, "Quarterly Results of Operations" of the Notes to
Consolidated Financial Statements on page 27 of Kaydon's 1993 Annual Report to
Stockholders, which is incorporated herein by reference. During 1992, the
Company effected a two-for-one stock split; accordingly, all applicable
financial data has been restated to reflect the split. Kaydon's common stock
is listed on NASDAQ (over the counter) under the symbol KDON. Kaydon declared
cash dividends during 1991, 1992 and 1993 as follows (on a per-share basis):
1993 1992 1991
---- ---- ----
March $0.09 $0.075 $0.0625
June 0.09 0.075 0.0625
September 0.09 0.075 0.0625
December 0.10 0.09 0.075
Effective with the cash dividend declared in December 1993 and paid in January
1994, Kaydon adopted a plan which calls for quarterly cash dividends of $0.10
per share. This recent increase in the dividend amount reflects Kaydon
management's continuing confidence in the growing financial strength of the
Company and their expectation of continued earnings growth.
b. Holders
The number of common equity security holders is as follows:
Number of Holders
of Record
Title of Class As of December 31, 1993
- - ------------------------------------------------------- -----------------------
Common Stock, par value $0.10 per share 1,742
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Item 6. SELECTED FINANCIAL DATA
Reference is made to "Financial History" on page 14 and "Management's
Discussion and Analysis" on pages 15 and 16 of Kaydon's 1993 Annual Report to
Stockholders, which is incorporated herein by reference.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Reference is made to "To Our Stockholders" on pages 2 through 4 and
"Management's Discussion and Analysis" on pages 15 and 16 of Kaydon's 1993
Annual Report to Stockholders, which is incorporated herein by reference.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to the financial statements and related notes
included on pages 18 through 28 and "Quarterly Results of Operations" on page
27 of Kaydon's 1993 Annual Report to Stockholders, which is incorporated herein
by reference. Financial statement schedules are included in Part IV of this
filing.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
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PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required with respect to directors of Kaydon is
included in the Proxy Statement for the 1994 Annual Meeting of Stockholders of
Kaydon, which has been filed with the Securities and Exchange Commission and is
incorporated herein by reference. The information required with respect to
executive officers of the company is as follows:
Name and Age of Data Pertaining to
Executive Officer Executive Officers
----------------- -------------------
Lawrence J. Cawley (59) Chief Executive Officer, Chief Financial Officer and
Chairman of the Board. Mr. Cawley was appointed as President
and Chief Executive Officer of Kaydon Corporation in 1987
and relinquished the position of President in September
1989, at which time he was appointed Chairman of the Board.
Effective January of 1992, Mr. Cawley was appointed Chief
Financial Officer. He was President of the Bearings
Division of Kaydon Corporation from 1985 to 1987.
Stephen K. Clough (40) President and Chief Operating Officer. Mr. Clough was
appointed President and Chief Operating Officer of Kaydon
Corporation and was elected to the Board of Directors in
September 1989. He had been Vice President and General
Manager of Kaydon's Bearings Division since 1987, after
having joined Kaydon as Vice President of its Automotive
operation in April 1986.
John F. Brocci (51) Vice President of Administration and Secretary. Mr. Brocci
has been Vice President of Administration since joining
Kaydon in March, 1989. He was appointed Secretary in April,
1992. Prior to joining Kaydon, he was the Operations
Manager for the Sealed Power Division of SPX Corporation.
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Item 11. EXECUTIVE COMPENSATION
The information required by Item 11 is included in the Proxy Statement
for the 1994 Annual Meeting of Stockholders of Kaydon, which has been filed
with the Securities and Exchange Commission and is incorporated herein by
reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 12 is included in the Proxy Statement
for the 1994 Annual Meeting of Stockholders of Kaydon, which has been filed
with the Securities and Exchange Commission and is incorporated herein by
reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 is included in the Proxy Statement
for the 1994 Annual Meeting of Stockholders of Kaydon, which has been filed
with the Securities and Exchange Commission and is incorporated herein by
reference.
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PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K
a. 1. Financial Statements
The following consolidated financial statements of the Company
are included in the Annual Report of the registrant to its
stockholders for the year ended December 31, 1993 which is
incorporated herein by reference in Part II, Item 8 of this
report.
Page Number in
Annual Report
to Stockholders
---------------
Report of Independent Public Accountants 17
Consolidated Balance Sheets
as of December 31, 1993 and 1992 18
Consolidated Statements of Income
for the years ended December 31, 1993, 1992 and 1991 19
Consolidated Statements of Stockholders' Investment
for the years ended December 31, 1993, 1992 and 1991 20
Consolidated Statements of Cash Flows
for the years ended December 31, 1993, 1992 and 1991 21
Notes to Consolidated Financial Statements 22 - 28
2. Financial Statement Schedules
The following financial statement schedules and related Report
of Independent Public Accountants on Financial Statement
Schedules are included in this Form 10-K on the pages noted:
Page Number in
this Form 10-K
--------------
Report of Independent Public Accountants
on Financial Statement Schedules 21
Schedules for the years ended
December 31, 1993, 1992, and 1991:
Schedule V - Plant and Equipment 22
Schedule VI - Accumulated Depreciation and Amortization
of Plant and Equipment 23
Schedule IX - Short-term Borrowings 24
Schedule X - Supplementary Income Statement
Information 25
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All other schedules required by Form 10-K Annual Report have
been omitted because they were inapplicable, the required
information is included in the notes to the consolidated
financial statements or otherwise is not required under
instructions contained in Regulation S-X.
Financial statements of the Company have been omitted since
the Company is primarily an operating company and all
subsidiaries included in the consolidated financial statements
filed are wholly owned subsidiaries.
3. Reference to Exhibits
Reference is made to the Exhibit Index which is found on pages
27 through 34 of this Form 10-K.
b. Reports on Form 8-K
No reports on Form 8-K have been filed during the fourth
quarter of 1993.
20
23
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULES
To the Stockholders and Board of Directors of Kaydon Corporation:
We have audited in accordance with generally accepted auditing
standards, the consolidated financial statements included in Kaydon Corporation
and Subsidiaries' annual report to stockholders incorporated by reference in
this Form 10-K, and have issued our report thereon dated January 20, 1994. Our
audits were made for the purpose of forming an opinion on those statements
taken as a whole. The schedules listed at Item 14.a.2. above are the
responsibility of the Company's management and are presented for purposes of
complying with the Securities and Exchange Commission's rules and are not part
of the basic financial statements. These schedules have been subjected to the
auditing procedures applied in the audits of the basic financial statements
and, in our opinion, fairly state in all material respects the financial data
required to be set forth therein in relation to the basic financial statements
taken as a whole.
/s/ Arthur Andersen & Co.
- - -------------------------
ARTHUR ANDERSEN & CO.
Grand Rapids, Michigan
January 20, 1994
21
24
Schedule V
KAYDON CORPORATION AND SUBSIDIARIES
PLANT AND EQUIPMENT
FOR THE YEARS ENDED DECEMBER 31, 1991, 1992 AND 1993
Balance at Additions Other Balance
Beginning at Changes at End
Classification of Year Costs Retirements Add (Deduct) of Year
--------------------------------------------------------------------------------------------------------------------
Year Ended December 31, 1991
----------------------------
Land and Improvements $ 2,250,000 -- ($ 11,000) $ 590,000 (a) $ 2,852,000
$ 23,000 (c)
Buildings and Leasehold Improvements $ 24,371,000 $ 366,000 ($ 13,000) $1,904,000 (a) $ 26,718,000
$ 90,000 (c)
Machinery and Equipment $106,758,000 $10,791,000 ($ 644,000) $1,703,000 (a) $118,886,000
$ 278,000 (c)
------------- ----------- ----------- ---------- ------------
Total $133,379,000 $11,157,000 ($ 668,000) $4,588,000 $148,456,000
============= =========== =========== ========== ============
Year Ended December 31, 1992
----------------------------
Land and Improvements $ 2,852,000 -- -- $ 239,000 (b) $ 3,019,000
($ 72,000)(c)
Buildings and Leasehold Improvements $ 26,718,000 $ 2,800,000 -- ($ 281,000)(b) $ 28,964,000
($ 273,000)(c)
Machinery and Equipment $118,886,000 $ 3,325,000 ($ 640,000) $ 42,000 (b) $120,531,000
($1,082,000)(c)
------------- ----------- ----------- ---------- ------------
Total $148,456,000 $ 6,125,000 ($ 640,000) ($1,427,000) $152,514,000
============= =========== =========== ========== ============
Year Ended December 31, 1993
----------------------------
Land and Improvements $ 3,019,000 $ 117,000 -- ($ 3,000)(c) $ 3,133,000
Buildings and Leasehold Improvements $ 28,964,000 $ 1,241,000 -- ($ 4,000)(c) $ 30,201,000
Machinery and Equipment $120,531,000 $ 4,274,000 ($2,850,000) $ 681,000 (a) $122,666,000
$ 30,000 (c)
------------- ----------- ----------- ---------- ------------
Total $152,514,000 $ 5,632,000 ($2,850,000) $ 704,000 $156,000,000
============= =========== =========== ========== ============
(a) Plant and equipment of businesses acquired at date of acquisition.
(b) Reclassification of plant and equipment.
(c) Adjustment for change in foreign currency exchange rate.
22
25
Schedule VI
KAYDON CORPORATION AND SUBSIDIARIES
ACCUMULATED DEPRECIATION AND AMORTIZATION OF PLANT AND EQUIPMENT
FOR THE YEARS ENDED DECEMBER 31, 1991, 1992 AND 1993
Additions
Balance at Charged to Other Balance
Beginning Costs and Changes at End
Classification of Year Expenses Retirements Add (Deduct) of Year
---------------------------------------------------------------------------------------------------------------------
Year Ended December 31, 1991
----------------------------
Land and Improvements $ 233,000 $ 42,000 ($ 11,000) -- $ 264,000
Buildings and Leasehold Improvements $ 7,838,000 $ 960,000 ($ 1,000) -- $ 8,797,000
Machinery and Equipment $63,377,000 $7,851,000 ($ 634,000) $ 42,000 (a) $70,636,000
----------- ---------- ----------- -------- -----------
Total $71,448,000 $8,853,000 ($ 646,000) $ 42,000 $79,697,000
=========== ========== =========== ======== ===========
Year Ended December 31, 1992
----------------------------
Land and Improvements $ 264,000 $ 42,000 -- -- $ 306,000
Buildings and Leasehold Improvements $ 8,797,000 $1,232,000 -- ($ 4,000)(a) $10,025,000
Machinery and Equipment $70,636,000 $8,718,000 ($ 361,000) ($323,000)(a) $78,670,000
----------- ---------- ----------- --------- -----------
Total $79,697,000 $9,992,000 ($ 361,000) ($327,000) $89,001,000
=========== ========== =========== ========= ===========
Year Ended December 31, 1993
----------------------------
Land and Improvements $ 306,000 $ 40,000 -- -- $ 346,000
Buildings and Leasehold Improvements $10,025,000 $1,204,000 ($ 1,000) -- $11,228,000
Machinery and Equipment $78,670,000 $7,946,000 ($2,265,000) ($ 2,000)(a) $84,349,000
----------- ---------- ---------- ---------- -----------
Total $89,001,000 $9,190,000 ($2,266,000) ($ 2,000) $95,923,000
=========== ========== ========== ========== ===========
(a) Adjustment for change in foreign currency exchange rate.
23
26
Schedule IX
KAYDON CORPORATION AND SUBSIDIARIES
SHORT-TERM BORROWINGS
FOR THE YEARS ENDED DECEMBER 31, 1991, 1992 AND 1993
Weighted
Balance Weighted Maximum Amount Average Amount Average
Category of Aggregate at End Average Outstanding Outstanding Interest Rate
Short-Term Borrowings Year Ended of Year Interest Rate During Year During Year (1) During Year (2)
-------------------------------------------------------------------------------------------------------------------------------
Amounts Payable to Banks December 31, 1991 $6,922,000 6.92% $7,651,000 $ 861,000 8.03%
-------------------------------------------------------------------------------------------------------------------------------
Amounts Payable to Banks December 31, 1992 $ 90,000 6.0% $8,269,000 $1,105,000 6.29%
-------------------------------------------------------------------------------------------------------------------------------
Amounts Payable to Banks December 31, 1993 $ 312,000 4.96% $4,211,000 $ 447,000 5.65%
-------------------------------------------------------------------------------------------------------------------------------
(1) Calculated based on daily balances.
(2) Calculated based on daily rates.
24
27
Schedule X
KAYDON CORPORATION AND SUBSIDIARIES
SUPPLEMENTARY CONSOLIDATED INCOME STATEMENT INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 1991, 1992 AND 1993
Charged to
Costs and
Item Year Ended Expenses
--------------------------------------------------------------------------------------------------
Maintenance and Repairs December 31, 1991 $3,593,000
--------------------------------------------------------------------------------------------------
Maintenance and Repairs December 31, 1992 $3,526,000
--------------------------------------------------------------------------------------------------
Maintenance and Repairs December 31, 1993 $3,222,000
--------------------------------------------------------------------------------------------------
25
28
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Kaydon has duly caused this Annual Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
KAYDON CORPORATION
------------------------------------------------
Registrant
Date: March 18, 1994 By: /s/Lawrence J. Cawley
------------------------------------------------
Chief Executive Officer & Chief Financial Officer
Date: March 18, 1994 By: /s/Stephen K. Clough
------------------------------------------------
President and Chief Operating Officer
Date: March 18, 1994 By: /s/Thomas C. Sorrells III
------------------------------------------------
Corporate Controller
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report is signed below by the following persons on behalf of Kaydon and in
the capacities and on the dates indicated.
/s/Glenn W. Bailey
----------------------------------------
Glenn W. Bailey - Director March 18, 1994
/s/Gerald J. Breen
----------------------------------------
Gerald J. Breen - Director March 18, 1994
/s/Lawrence J. Cawley
----------------------------------------
Lawrence J. Cawley - Chairman March 18, 1994
/s/Stephen K. Clough
----------------------------------------
Stephen K. Clough - Director March 18, 1994
/s/John H.F. Haskell, Jr.
----------------------------------------
John H.F. Haskell, Jr. - Director March 18, 1994
/s/Norton Stevens
----------------------------------------
Norton Stevens - Director March 18, 1994
26
29
c. 1. Exhibits Index
EXHIBIT DESCRIPTION PAGE NO. INCORPORATED BY REFERENCE TO
------- ----------- -------- ----------------------------
(2) Stock and Asset Purchase Agreement between Exhibit 2 to Kaydon's Registration Statement
Kaydon Acquisition, Inc. (now Kaydon Ring on Form 8-K filed on July 15, 1986, as amended
and Seal, Inc.) and Koppers Company, Inc., by the Registration Statement filed on Form
dated June 26, 1986. 8-K on September 30, 1986 (SEC File
No. 0-12640).
(2) Agreement of Purchase and Sale between Exhibit 2 to Kaydon's Annual Report on Form
Kaydon Corporation and TRW Automotive 10-K for the year ended December 31, 1987 (SEC
Products, Inc., dated as of June 29, 1987. File No. 0-12640).
(2) Stock Purchase Agreement among Kaydon Exhibit 2 to Kaydon's Registration Statement
Corporation, Kaydon Acquisition Corp. III, on Form 8-K filed on July 7, 1989, as amended
Kaydon Acquisition Corp. IV, KDI Holdings, by the Registration Statement filed on Form
Inc. and KDI Corporation. 8-K on November 3, 1989 and Registration
Statement filed on Form 8-K on March 27, 1990
(SEC File No. 0-12640).
(2) Stock Purchase Agreement among Kaydon Exhibit 2 to Kaydon's Registration Statement
Corporation, Kaydon Acquisition Corp. U.K. on Form 8-K filed on December 31, 1991, as
Limited, Murray Ventures PLC and others amended by the Registration Statement filed on
and William Terence Blaney and others. Form 8-K on February 28, 1992 (SEC File
No. 0-12640).
(3) & (4) Certificate of Incorporation of the Exhibit 3 to Kaydon's Registration Statement
Registrant, dated October 21, 1983. on Form S-1 (No. 2-89399).
(3) & (4) Certificate of Amendment to the Exhibit 3 to Kaydon's Registration Statement
Certificate of Incorporation of the on Form S-1 (No. 2-89399).
Registrant, dated November 23, 1983.
(3) & (4) Certificate of Amendment to the Exhibit 3 to Kaydon's Registration Statement
Certificate of Incorporation of the on Form S-1 (No. 2-89399).
Registrant, dated February 6, 1984.
(3) & (4) Certificate of Correction to the Exhibit 3 to Kaydon's Registration Statement
Certificate of Amendment to the on Form S-1 (No. 2-89399).
Certificate of Incorporation of the
Registrant, dated February 17, 1984.
(3) & (4) Form of Restated Certificate of Exhibit 3 to Kaydon's Registration Statement
Incorporation of the Registrant, dated on Form S-1 (No. 2-89399).
March 1984.
27
30
EXHIBIT DESCRIPTION PAGE NO. INCORPORATED BY REFERENCE TO
------- ----------- -------- ----------------------------
(3) Amendment to Certificate of Incorporation Exhibit 3 to Kaydon's Annual Report on
of the Registrant, dated February 24, Form 10-K for the year ended December 31, 1987
1987. (SEC File No. 0-12640).
(3) Bylaws of the Registrant, as adopted on Exhibit 3 to Kaydon's Registration Statement
October 27, 1983. on Form S-1 (No. 2-89399).
(3) Amended Bylaws of the Registrant, as Exhibit 3 to Kaydon's Annual Report on
adopted on February 19, 1986. Form 10-K for the year ended December 31, 1985
(SEC File No. 0-12640).
(3) Amendment to the Bylaws of the Registrant, Exhibit 3 to Kaydon's Annual Report on
dated as of September 19, 1989. Form 10-K for the year ended December 31, 1989
(SEC File No. 0-12640).
(3) & (4) Certificate of Amendment to the Exhibit 3 to Kaydon's Quarterly Report on
Certificate of Incorporation of the Form 10-Q for the quarter ended March 28, 1992
Registrant, dated April 27, 1992. (SEC File No. 0-12640).
(4) Form of Stock Certificate for Kaydon Exhibit 3 to Kaydon's Registration Statement
Common Stock. on Form S-1 (No. 2-89399).
(4) & (10) Amended and Restated Revolving Credit and Exhibit 4 to Kaydon's Annual Report on
Term Loan Agreement, dated March 14, 1990. Form 10-K for the year ended December 31, 1990
(SEC File No. 0-12640).
(4) & (10) First Amendment to the Amended and Exhibit 4 to Kaydon's Annual Report on
Restated Revolving Credit and Term Loan Form 10-K for the year ended December 31, 1991
Agreement, dated February 22, 1991. (SEC File No. 0-12640).
(4) & (10) Written notification, dated October 15, Exhibit 4 to Kaydon's Annual Report on
1986, from Kaydon Corporation to Form 10-K for the year ended December 31, 1986
Continental Bank and Trust Company, (SEC File No. 0-12640).
reducing available line of credit pursuant
to the Revolving Credit and Term Loan
Agreement between the Registrant and the
banks named therein.
(10) Demand Note, dated June 30, 1986, from Exhibit 10 to Kaydon's Annual Report on
Kaydon Ring and Seal, Inc., payable to Form 10-K for the year ended December 31, 1986
Kaydon Corporation. (SEC File No. 0-12640).
28
31
EXHIBIT DESCRIPTION PAGE NO. INCORPORATED BY REFERENCE TO
------- ----------- -------- ----------------------------
(10) Lease Purchase Contract, as amended, Exhibit 10 to Kaydon's Registration Statement
between Keene Corporation and the Economic on Form S-1 (No. 2-89399).
Development Corporation of the County of
Muskegon, dated as of October 15, 1979
(assigned to the Registrant effective
October 31, 1983).
(10) Purchase and Put Agreement between Kaydon Exhibit 10 to Kaydon's Registration Statement
and the banks named therein, dated as of on Form S-1 (No. 2-89399).
March 15, 1984.
(10) First Amendment to Purchase and Put Exhibit 10 to Kaydon's Annual Report on
Agreement, dated as of March 15, 1984, Form 10-K for the year ended December 31, 1984
between Kaydon and the banks named (SEC File No. 0-12640).
therein, dated as of December 15, 1984.
(10) Second Amendment to Purchase and Put Exhibit 10 to Kaydon's Annual Report on
Agreement, dated as of March 15, 1984, Form 10-K for the year ended December 31, 1988
between Kaydon and the banks named (SEC File No. 0-12640).
therein, dated as of December 30, 1988.
(10) Amendment No. 1 to the Amended and Exhibit 10 to Kaydon's Annual Report on
Restated Purchase and Put Agreement, dated Form 10-K for the year ended December 31, 1987
as of May 30, 1985, between Kaydon and the (SEC File No. 0-12640).
banks named therein, dated as of
February 1, 1988.
(10) Loan Agreement between Kaydon and the City Exhibit 10 to Kaydon's Annual Report on
of Muskegon, dated as of August 20, 1984. Form 10-K for the year ended December 31, 1984
(SEC File No. 0-12640).
(10) Security Agreement between Kaydon and the Exhibit 10 to Kaydon's Annual Report on
City of Muskegon, dated as of August 20, Form 10-K for the year ended December 31, 1984
1984. (SEC File No. 0-12640).
(10) Guarantee Agreement between Kaydon and Exhibit 10 to Kaydon's Registration Statement
Security Pacific National Bank as Trustee, on Form S-1 (No. 2-89399).
delivered as of March 15, 1984.
(10) Mortgage and Trust Indenture between the Exhibit 10 to Kaydon's Registration Statement
Economic Development Corporation of the on Form S-1 (No. 2-89399).
City of Muskegon and Security Pacific
National Bank, dated as of October 15,
1979.
29
32
EXHIBIT DESCRIPTION PAGE NO. INCORPORATED BY REFERENCE TO
------- ----------- -------- ----------------------------
(10) Supplement Number 1 to Mortgage and Trust Exhibit 10 to Kaydon's Annual Report on
Indenture between the Economic Development Form 10-K for the year ended December 31, 1984
Corporation of the County of Muskegon and (SEC File No. 0-12640).
Security Pacific National Bank, dated as
of December 15, 1984.
(10) Loan Agreement by and between Kaydon Exhibit 10 to Kaydon's Annual Report on
Corporation and the Economic Development Form 10-K for the year ended December 31, 1989
Corporation of the City of Norton Shores, (SEC File No. 0-12640).
dated as of January 1, 1990.
(10) Reimbursement Agreement by and between Exhibit 10 to Kaydon's Annual Report on
Kaydon Corporation and NBD Bank, N.A., Form 10-K for the year ended December 31, 1991
dated as of August 1, 1991. (SEC File No. 0-12640).
(10) Indenture of Trust between the Economic Exhibit 10 to Kaydon's Annual Report on
Development Corporation of the City of Form 10-K for the year ended December 31, 1989
Norton Shores and Manufacturers and (SEC File No. 0-12640).
Traders Trust Company, dated as of
January 1, 1990.
(10) First Supplemental Indenture of Trust Exhibit 10 to Kaydon's Annual Report on
between the Economic Development Form 10-K for the year ended December 31, 1991
Corporation of the City of Norton Shores (SEC File No. 0-12640).
and Manufacturers and Traders Trust
Company, dated as of August 1, 1991.
(10) Placement and Remarketing Agreement Exhibit 10 to Kaydon's Annual Report on
between the Economic Development Form 10-K for the year ended December 31, 1989
Corporation of the City of Norton Shores (SEC File No. 0-12640).
and Continental Bank N.A., dated as of
January 11, 1990.
(10) First Amendment to the Placement and Exhibit 10 to Kaydon's Annual Report on
Remarketing Agreement between the Economic Form 10-K for the year ended December 31, 1991
Development Corporation of the City of (SEC File No. 0-12640).
Norton Shores and Continental Bank N.A.
and LaSalle National Bank, dated as of
April 15, 1991.
30
33
EXHIBIT DESCRIPTION PAGE NO. INCORPORATED BY REFERENCE TO
------- ----------- -------- ----------------------------
(10) Second Amendment to the Placement and Exhibit 10 to Kaydon's Annual Report on
Remarketing Agreement between the Economic Form 10-K for the year ended December 31, 1991
Development Corporation of the City of (SEC File No. 0-12640).
Norton Shores and First Commerce Capital,
dated as of August 14, 1991.
(10) Irrevocable Letter of Credit issued by NDB Exhibit 10 to Kaydon's Annual Report on
Bank, N.A., for the account of Kaydon Form 10-K for the year ended December 31, 1991
Corporation and for the benefit of (SEC File No. 0-12640).
Manufacturers and Traders Trust Company,
dated as of August 13, 1991.
(10) Loan Agreement by and between Kaydon Exhibit 10 to Kaydon's Annual Report on
Corporation and Sumter County, South Form 10-K for the year ended December 31, 1990
Carolina, dated as of March 1, 1990. (SEC File No. 0-12640).
(10) Reimbursement Agreement by and between Exhibit 10 to Kaydon's Annual Report on
Kaydon Corporation and NBD Bank, N.A., Form 10-K for the year ended December 31, 1991
dated as of August 1, 1991. (SEC File No. 0-12640).
(10) Indenture of Trust between Sumter County, Exhibit 10 to Kaydon's Annual Report on
South Carolina, and Manufacturers and Form 10-K for the year ended December 31, 1990
Traders Trust Company, dated as of (SEC File No. 0-12640).
March 1, 1990.
(10) First Supplemental Indenture of Trust Exhibit 10 to Kaydon's Annual Report on
between Sumter County, South Carolina, and Form 10-K for the year ended December 31, 1991
Manufacturers and Traders Trust Company, (SEC File No. 0-12640).
dated as of August 1, 1991.
(10) Placement and Remarketing Agreement Exhibit 10 to Kaydon's Annual Report on
between Sumter County, South Carolina, and Form 10-K for the year ended December 31, 1990
Continental Bank N.A., dated as of (SEC File No. 0-12640).
April 5, 1990.
(10) First Amendment to the Placement and Exhibit 10 to Kaydon's Annual Report on
Remarketing Agreement between Sumter Form 10-K for the year ended December 31, 1991
County, South Carolina, and Continental (SEC File No. 0-12640).
Bank N.A. and LaSalle National Bank, dated
as of April 15, 1991.
31
34
EXHIBIT DESCRIPTION PAGE NO. INCORPORATED BY REFERENCE TO
------- ----------- -------- ----------------------------
(10) Second Amendment to the Placement and Exhibit 10 to Kaydon's Annual Report on
Remarketing Agreement between Sumter Form 10-K for the year ended December 31, 1991
County, South Carolina, and First Commerce (SEC File No. 0-12640).
Capital, dated as of August 14, 1991.
(10) Irrevocable Letter of Credit issued by NDB Exhibit 10 to Kaydon's Annual Report on
Bank, N.A., for the account of Kaydon Form 10-K for the year ended December 31, 1991
Corporation and for the benefit of (SEC File No. 0-12640).
Manufacturers and Traders Trust Company,
dated as of August 13, 1991.
(10) Letter, dated March 22, 1984, whereby the Exhibit 4 to Kaydon's Registration Statement
Registrant undertakes to furnish to the on Form S-1 (No. 2-89399).
Securities and Exchange Commission, upon
request, a copy of certain instruments as
provided in Item 601(b)(4)(iii)(A) of
Regulation S-K.
(10) Form of Stock Purchase Agreement between Exhibit 10 to Kaydon's Registration Statement
the Registrant and Purchasers of Class B on Form S-1 (No. 2-89399).
Stock of the Registrant, dated as of
February 7, 1984.
(10) Lease Assignment between Keene Corporation Exhibit 10 to Kaydon's Registration Statement
and Kaufman and Broad Home Systems, Inc., on Form S-1 (No. 2-89399).
et al, dated October 15, 1984 (assigned to
the Registrant effective October 31,
1983).
(10) Lease between Bowser, Inc. and the Town of Exhibit 10 to Kaydon's Registration Statement
Greeneville, Greene County, Tennessee, on Form S-1 (No. 2-89399).
dated October 3, 1961 (assigned to the
Registrant effective October 31, 1983).
(10) Kaydon Corporation Employee Stock Exhibit 4(a) to Kaydon's Registration
Ownership and Thrift Plan. Statement on Form S-8 (No. 2-92389), as
amended by filing with SEC pursuant to
Rule 424(c) of the Securities Act of 1933 on
November 1, 1985.
32
35
EXHIBIT DESCRIPTION PAGE NO. INCORPORATED BY REFERENCE TO
------- ----------- -------- ----------------------------
(10) First Amendment to the Kaydon Corporation Exhibit 10 to Kaydon's Annual Report on
Employee Stock Ownership and Thrift Plan. Form 10-K for the year ended December 31, 1986
(SEC File No. 0-12640).
(10) Second Amendment to the Kaydon Corporation Exhibit 10 to Kaydon's Annual Report on
Employee Stock Ownership and Thrift Plan. Form 10-K for the year ended December 31, 1986
(SEC File No. 0-12640).
(10) Third Amendment to the Kaydon Corporation Exhibit 10 to Kaydon's Annual Report on
Employee Stock Ownership and Thrift Plan. Form 10-K for the year ended December 31, 1987
(SEC File No. 0-12640).
(10) Fourth Amendment to the Kaydon Corporation Exhibit 10 to Kaydon's Annual Report on
Employee Stock Ownership and Thrift Plan. Form 10-K for the year ended December 31, 1989
(SEC File No. 0-12640).
(10) Fifth Amendment to the Kaydon Corporation Exhibit 10 to Kaydon's Annual Report on
Employee Stock Ownership and Thrift Plan. Form 10-K for the year ended December 31, 1989
(SEC File No. 0-12640).
(10) Subsequent Fifth Amendment to the Kaydon Exhibit 10 to Kaydon's Annual Report on
Corporation Employee Stock Ownership and Form 10-K for the year ended December 31, 1991
Thrift Plan. (SEC File No. 0-12640).
(10) Management Incentive Compensation Plan. Exhibit 10 to Kaydon's Registration Statement
on Form S-1 (No. 2-89399).
(10) Kaydon Stock Option Plan, as amended Exhibit 28.1 to Kaydon's Registration
March 22, 1984. Statement on Form S-8 (No. 2-92778).
(10) Second Amendment to the Kaydon Stock Exhibit 10 to Kaydon's Annual Report on
Option Plan. Form 10-K for the year ended December 31, 1990
(SEC File No. 0-12640).
(10) Electro-Tec Corporation Employee Registration Statement as filed on Form S-8,
Retirement Benefit Plan. June 18, 1992 (No. 33-48762).
(11) Schedule of Computation of Net Income Per E-1
Share.
33
36
EXHIBIT DESCRIPTION PAGE NO. INCORPORATED BY REFERENCE TO
------- ----------- -------- ----------------------------
(13) Annual Report to Stockholders. 14
(22) Subsidiaries of Registrant. E-2
(24) Consent of Independent Public Accountants. E-3
34