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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C.
20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993 COMMISSION FILE NUMBER 0-516
SONOCO PRODUCTS COMPANY
-----------------
Incorporated under the laws I.R.S. Employer Identification
of South Carolina No. 57-0248420
Post Office Box 160
Hartsville, South Carolina 29551-0160
Telephone: 803-383-7000
Securities registered pursuant to Section 12(g) of the Act:
TITLE OF EACH CLASS NAME OF EXCHANGE ON WHICH REGISTERED
------------------- ------------------------------------
No par value common stock NASDAQ
Series A Cumulative Preferred Stock NASDAQ
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
------ ------
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. / /
The aggregate market value of voting stock held by nonaffiliates of the
registrant (based on the NASDAQ National Market System closing price) on
March 6, 1994, was $2,084,687,112.
As of March 6, 1994, there were 86,861,963 shares of no par value common stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders for the fiscal year ended
December 31, 1993, are incorporated by reference in Parts I, II and IV;
portions of the Proxy Statement for the annual meeting of shareholders to be
held on April 20, 1994, are incorporated by reference in Part III.
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SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES
-------------------
PART I
ITEM 1. BUSINESS
The Company
The Company, a South Carolina corporation founded in Hartsville, South
Carolina, in 1899, is a major multinational manufacturer of
paperboard-based and plastic-based packaging products. The Company is
also vertically integrated into paperboard production and
recovered-paper collection. The paperboard utilized in the Company's
packaging products is produced substantially from recovered paper.
The Company operates an extensive network of plants in the United
States and has subsidiaries in Europe, Canada, Mexico, South America,
Australia and Asia, and affiliates in the United Kingdom, Canada,
Japan and France. The Company's business is organized by global
product lines in order to leverage its U.S. customer base, to take
advantage of synergies from its worldwide operations and to serve its
customers worldwide on a timely basis and with consistent quality.
The Company serves a wide variety of industrial and consumer markets.
Industrial markets, which represented approximately 58% of the
Company's sales in 1993, include paper manufacturers, chemical and
pharmaceutical producers, textile manufacturers, automotive
manufacturers, and the building and construction industry. Consumer
markets, which represented approximately 42% of the Company's sales in
1993, include food and beverage processors, the personal and health
care industries, grocery store chains, household good manufacturers
and consumer electronics. The Company believes that it is a leading
producer in most markets served. One of the Company's strategic goals
is to increase the proportion of consumer markets product sales in
order to change the business mix between industrial and consumer
markets to 50/50.
The Company's operations are divided into four segments (three
domestic and one international) for financial reporting purposes.
Domestic segments include Converted Products, Paper and Miscellaneous.
The Financial Reporting For Business Segments Table as shown in the
Company's 1993 Annual Report to Shareholders, which is included as
Exhibit 13, presents selected financial data by major lines of
business or segments for each of the past three fiscal years. This
table is hereby incorporated by reference and should be read in
conjunction with the Management's Discussion and Analysis of the 1993
Annual Report to Shareholders, which is also hereby incorporated by
reference.
Acquisitions/Dispositions
Acquisitions and business combinations have been, and are expected to
continue to be, an important part of the Company's strategy for
growth. Significant acquisitions during the past five years include
the 1989 merger of the Company's plastic bottle operations with those
of Graham Container Corporation and Graham Engineering Corporation to
form a partnership, Sonoco Graham Company. The Company subsequently
sold its 40% interest in Sonoco Graham Company to the other partners
in 1991. Also in 1989, the Company acquired Hilex Poly Co., Inc. This
company operated two plants and manufactured plastic bags for the
grocery and retail markets. In 1990, as part of the Company's
restructuring program, one of these plants, the Los Angeles operation,
was closed. During 1990, the Company acquired Lhomme S.A. in France,
which was the leading French manufacturer of paperboard, tubes and
cores. In January 1992, the Company purchased the Trent Valley paper
mill in Trenton, Ontario, Canada. This purchase provided Sonoco with a
modern machine that allows for the production of higher grades of
paper. In January 1993, the Company purchased all of the outstanding
stock of Crellin Holding, Inc., an international manufacturer,
designer and marketer of molded plastic products.
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SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES
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Acquisitions/Dispositions, Continued
In January 1993, the Company also completed the acquisition of the
OPV/Durener Group, Germany's second largest manufacturer of tubes and
cores. In October 1993, the Company acquired Engraph, Inc. following
the successful conclusion of a cash-tender offer and merger
transaction. Engraph markets pressure-sensitive labels and package
inserts, flexible packaging, screen process printing and paperboard
cartons and specialties. Engraph, with approximately 1,600 employees,
has 17 plants in the United States, one in Mexico and one in Puerto
Rico. The acquisition of Engraph is an important strategic step in
the Company's long-range goal to achieve a 50/50 mix in its industrial
and consumer market sales. The availability of Engraph's product
lines to the Company's existing customers is expected to provide new
opportunities for expanding Engraph's consumer markets-based products,
both domestically and internationally.
Competition
The Company believes it has several competitive advantages in the
industrial and consumer Converted Products markets it serves. First,
the Company sells many products within the Converted Products segment
globally. As a result, the Company believes it has the capability to
respond effectively to customers seeking national or international
supply agreements. Secondly, the Company believes its technological
leadership, reputation for quality and vertical integration has
enabled the Company to coordinate its product development and global
expansion with the rapidly changing needs of its major customers, who
demand high-quality, state-of-the-art, environmentally compatible
packaging. Thirdly, the Company and its customers have developed
international standards to reduce costs and increase quality.
Finally, the Company believes that its strategy of vertical
integration, via the Paper segment, increases its control over the
availability and quality of raw materials used in its products. With
the 1993 acquisition of Engraph, the Company entered into a major new
business that expands the Company's opportunities for growth in new
packaging fields.
Having operated internationally for more than 70 years, the
International segment has been important in the Company's ability to
serve and retain many of its customers that have international
packaging requirements. The Company considers its ability to serve
its customers worldwide in a timely, consistent and cost-effective
manner a competitive advantage. The Company expects its international
activities to provide an increasing portion of its future growth.
The Company is the largest United States producer of high-density,
high-molecular weight plastic carry-out grocery bags and maintains
approximately a 40% share of the market. The Company sponsors
recycling programs for the plastic carrier bag industry and has
relationships with what it believes to be approximately one-half of
all participating U.S. supermarkets offering a bag recycling
program. Other similar products produced by the Company include roll
bags for produce and bakery requirements, plastic bags for convenience
stores and high-volume retail outlets and agricultural film.
The Company's products are sold in highly competitive market
environments. Within each of these markets, supply and demand are the
major factors controlling the market environment. Additionally, and to
a lesser degree, these markets are influenced by the overall rate of
economic activity. Throughout the year, the Company remained highly
competitive within each of the markets served. None of the Company's
segments are seasonal to any significant degree.
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SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES
------------------------------
ITEM 1. BUSINESS, Continued
Raw Materials
The principal raw materials used by the Company are plastic resins,
metal, pulpwood, recovered paper and paper. With the exception of
pulpwood, recovered paper and paper, the Company's raw materials and
supplies are purchased from a number of outside sources; however, the
supply is considered adequate to meet the Company's requirements.
Company-owned timberlands, timber-cutting rights and suppliers are
believed to be sufficient to assure the future availability of
pulpwood. Recovered paper used in the manufacture of paperboard is
purchased either directly from suppliers near manufacturing operations
or through the Company's subsidiary, Paper Stock Dealers, Inc.
Although the Company considers the supply of raw materials to be
adequate to meet its needs, the majority of raw materials are subject
to some price volatility.
Backlog
Most customer orders are manufactured with a lead time not to exceed
approximately three weeks. Long-term contracts, primarily for
composite cans, exist for approximately 16% of trade sales (no one
contract exceeds 3%). These contracts, which are for a specific
duration, generally include price escalation provisions for raw
materials, labor and overhead costs. There are no significant
long-term purchase contracts as the Company considers the supply of
raw materials adequate to meet its needs.
Patents, Trademarks and Related Contracts
No segment of the business is materially dependent upon the existence
of patents, trademarks or related contracts.
Research and Development
The Company has 132 employees engaged in new product development and
technical support for existing product lines. Company sponsored
spending in this area was $12.9 million, $11.7 million and $9.9
million in 1993, 1992 and 1991, respectively. Spending focused on
projects related to Sonoco's primary businesses and reflects a
commitment to ensure that the Company is the technology leader in
markets served. Customer-sponsored spending has been immaterial for
the past three years.
Environmental Protection
The Company is subject to various federal, state and local
environmental laws and regulations concerning, among other matters,
wastewater effluent and air emissions. Compliance costs have not been
significant due to the nature of the materials and processes used in
manufacturing operations. The Company has been named as a potentially
responsible party at five sites in the Northeast. These sites are
believed to represent the Company's largest potential environmental
problems. The Company has presently accrued $3.1 million as of
December 31, 1993, with respect to these sites. Due to the complexity
of determining clean-up costs associated with the sites, an estimate
of the ultimate cost to the Company cannot be determined; however,
costs will be accrued once reasonable estimates are determined.
Employees
The number of employees at December 31, 1993, was 16,472.
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SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES
-------------------------
ITEM 1. BUSINESS, Continued
Financial Information about Foreign and Domestic Operations and Export
Sales
The Company has subsidiaries and affiliates operating in 24 countries.
The primary operations of the international subsidiaries are similar
in products and markets served to our domestic businesses. The
Management's Discussion and Analysis, the Financial Reporting for
Business Segments, and Note 15 to the Financial Statements of the
Annual Report to Shareholders are hereby incorporated by reference.
United States export sales are immaterial.
ITEM 2. PROPERTIES
The main plant and corporate offices are located in Hartsville, South
Carolina. The Company has 170 branch or manufacturing operations in
the United States, 26 in Canada and 66 in 22 other international
countries. There are 119 manufacturing operations in the converting
segment, 33 in the paper segment, 92 in the international segment, and
18 in the miscellaneous segment at December 31, 1993.
One hundred and one (101) domestic plants are owned in fee simple;
sixty-five (65) are leased for terms up to ten years with options to
renew for additional terms and four (4) have lease purchase
agreements.
The Company believes that its properties are suitable and adequate for
current needs and that the total productive capacity is adequately
utilized.
ITEM 3. LEGAL PROCEEDINGS
In the normal course of business, the Company is a party to various
legal proceedings incidental to its business and is subject to a
variety of environmental and pollution control laws and regulations in
all jurisdictions in which it operates. Although the level of future
expenditures for legal and environmental matters is impossible to
determine with any degree of probability, it is management's opinion
that such costs when finally determined, will not have a material
adverse effect on the consolidated financial position of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
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SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES
------------------------
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Market and Market Prices of Common Stock
Sonoco Products Company common stock is traded on the NASDAQ National Market
System. The Comparative Highlights in the 1993 Annual Report to Shareholders
(Exhibit 13 of this report) shows, by quarter, the high and low price on
this market for the latest two years, and is hereby incorporated by
reference.
Approximate Number of Security Holders
There were approximately 33,000 shareholder accounts as of March 9, 1994.
Dividends
The Comparative Highlights in the 1993 Annual Report to Shareholders is
hereby incorporated by reference. There are certain restrictions with
respect to the maintenance of financial ratios and the disposition of
assets in several of the Company's loan agreements which may limit the
Company's ability to pay cash dividends. The most restrictive covenant
currently requires that tangible net worth at the end of each fiscal
quarter be greater than $200 million through April 3, 1994, and $365 million
thereafter. The Company is prohibited from paying cash dividends if these
requirements are not met. Additionally, the terms of the Company's Series A
Cumulative Convertible Preferred Stock prohibits payment of dividends on any
junior class of stock, including the Company's Common Stock, unless full
cumulative dividends on the Series A Cumulative Convertible Preferred Stock
have been paid or declared and set aside for payment for all past Dividend
payment periods.
ITEM 6. SELECTED FINANCIAL DATA
The Selected Eleven-Year Financial Data in the 1993 Annual Report to
Shareholders provides the required data, and is hereby incorporated by
reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information presented under Management's Discussion and Analysis
of the 1993 Annual Report to Shareholders is hereby incorporated by
reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Accountants.
II-1
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REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Shareholders and Directors
Sonoco Products Company:
We have audited the consolidated financial statements of Sonoco Products
Company as of December 31, 1993 and 1992, and for each of the three years in
the period ended December 31, 1993, which financial statements are included on
pages 28 through 37 of the 1993 Annual Report to Shareholders of Sonoco
Products Company and incorporated by reference herein. We have also audited the
financial statement schedules listed in Item 14 of this form 10-K. These
consolidated financial statements and financial statement schedules are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements and financial statement
schedules 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 financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Sonoco Products
Company as of December 31, 1993 and 1992, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1993, in conformity with generally accepted accounting principles.
In addition, 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.
As discussed in Notes 12 and 13 to the consolidated financial statements, the
Company changed its method of accounting for postretirement benefits other than
pensions and income taxes in 1992.
/s/ Coopers & Lybrand
-------------------------
COOPERS & LYBRAND
Charlotte, North Carolina
January 28, 1994
II-2
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SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES
-------------------------
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA, Continued
Consolidated Financial Statements
The consolidated financial statements and notes to consolidated
financial statements for Sonoco Products Company included in the 1993
Annual Report to Shareholders (Exhibit 13 of this Report) are hereby
incorporated by reference.
Supplementary Financial Data
The Comparative Highlights in the 1993 Annual Report to Shareholders is
hereby incorporated by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
On July 15, 1992, the Company filed an 8-K pertaining to the Company's
change in certifying accountant of Sonoco U.K. Ltd. Inc., a
significant wholly owned subsidiary of Sonoco Products Company. The
Company disengaged Wheawill and Sudworth and retained Coopers & Lybrand
as independent accountants for Sonoco U.K. Ltd. Inc.
The Form 8-K is incorporated herein by reference.
II-3
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SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES
--------------------------
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Identification of Directors
The Directors of Sonoco Products Company and Compliance with the
Securities Exchange Act of 1934 are shown on pages 6 through 12 and
page 25, respectively, of the Definitive Proxy Statement (included as
Exhibit 99-1 of this report) and are hereby incorporated by reference.
Identification of Executive Officers
Year First
Elected Business Experience
Name Age Position Officer During Last Five Years
---- --- -------- ------- ----------------------
C. W. Coker 60 Chairman of the 1961 Present position since 1990,
Board and Chief previously having served as
Executive Officer President since 1970.
R. C. King, Jr. 59 President and 1979 Present position since 1990,
Chief Operating previously having served as
Officer Senior Vice President since
1987.
T. C. Coxe, III 63 Senior Executive 1977 Present position since 1993,
Vice President previously having served as
Executive Vice President since
1985.
L. Benatar 63 Senior Vice 1993 Present position since 1993.
President Chairman and Chief Executive
Officer of Engraph, Inc. since 1981.
P. C. Browning 52 Executive Vice 1993 Present position since 1993,
President - Global previously having served as
Industrial Products Chairman and Chief Executive
and Paper Divisions Officer - National Gypsum
Company since 1990, and President
and Chief Executive Officer - Gold
Bond Division of National Gypsum
Company since 1989.
C. W. Claypool 58 Vice President - 1987 Present position since 1987.
Paper Division
P. C. Coggeshall, Jr. 50 Vice President - 1979 Present position since 1991,
Administration previously having served as
Group Vice President - Industrial
Products Division since 1986.
III-1
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SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES
---------------------------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT, Continued
Identification of Executive Officers, Continued
Year First
Elected Business Experience
Name Age Position Officer During Last Five Years
---- --- -------- ------- ----------------------
H. E. DeLoach, Jr. 49 Group Vice 1986 Present position since 1993,
President previously having served as
Vice President - Film, Plastics
and Special Products since early
1993, and Vice President - High
Density Film Products since 1989.
R. C. Eimers, Ph.D. 46 Vice President - 1988 Present position since 1988.
Human Resources
F. T. Hill, Jr. 41 Vice President - 1987 Present position since January
Finance 1994, previously having served as
Vice President - Industrial
Products North America since 1990,
and Vice President - Finance since
1989.
R. E. Holley 51 Vice President - 1987 Present position since 1993,
High Density previously having served as
Film Products Vice President - Total Quality
Management since 1990, and
Vice President - Industrial
Products Division since 1987.
J. R. Kelley 39 Vice President - 1994 Present position since January
Industrial Products 1994, previously having served
Division - North America as Division Vice President -
Industrial Container since 1990, and
Area Manufacturing Manager -
Consumer Products Division
since 1988.
H. J. Moran 61 Group Vice President - 1987 Present position since 1993,
Consumer previously having served as
Packaging Group Vice President and General Manager -
Consumer Packaging since 1990, and
Division Vice President and General
Manager - Consumer Products
Divison since 1985.
E. P. Norman, Jr. 57 Vice President - 1989 Present position since 1989.
Technology
J. L. Coker 53 Corporate Secretary 1969 Present position since 1969.
C. J. Hupfer 47 Treasurer 1988 Present position since 1988.
III-2
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SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES
-------------------------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT, Continued
Family Relationships
C. W. Coker and F. L. H. Coker are brothers and the first cousins of J. L.
Coker and P. C. Coggeshall, Jr.
ITEM 11. EXECUTIVE COMPENSATION
Executive Compensation - Directors and Officers as shown on pages 14 -
20 and 22 of the Proxy Statement included as Exhibit 99-1 of this
report is hereby incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The security ownership of management as shown on page 13 of the Proxy
Statement, Exhibit 99-1 of this report, is hereby incorporated by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with management as shown on page 23 of the Proxy
Statement included as Exhibit 99-1 of this report is hereby
incorporated by reference.
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SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES
-------------------------
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
Data incorporated by reference from the
1993 Annual Report to Shareholders
(included as Exhibit 13 of this report):
Comparative Highlights (Selected Quarterly
Financial Data)
Management's Discussion and Analysis of
Financial Condition and Results of
Operations
Shareholders' Information (Selected Financial Data)
Consolidated Balance Sheets as of
December 31, 1993 and 1992
Consolidated Statements of Income for
the years ended December 31, 1993, 1992 and 1991
Consolidated Statements of Changes
Shareholders' Equity for the years ended
December 31, 1993, 1992 and 1991
Consolidated Statements of Cash Flows
for the years ended December 31, 1993,
1992 and 1991
Notes to Consolidated Financial Statements
In response to Item 9 of this Form 10-K Annual Report, the Company's Current
Report on Form 8-K filed on July 20, 1992 and Form 8-K/A filed on July 28, 1992
is incorporated by reference.
Data submitted herewith:
Report of Independent Accountants
Financial Statement Schedules:
Schedule V - Property, Plant and Equipment
Schedule VI - Accumulated Depreciation,
Depletion and Amortization of
Property, Plant and Equipment
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SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES
----------------------------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K,
Continued
Financial Statement Schedules Continued:
Schedule VIII - Valuation and Qualifying
Accounts
Schedule IX - Short-Term Borrowings
Schedule X - Supplementary Income
Statement Information
All other schedules are omitted because they
are not required, are not applicable or the
required information is given in the
financial statements or notes thereto.
Exhibits:
3 Articles of Incorporation and By-laws *
4 Instruments Defining the Rights of
Securities Holders, including Indentures *
11 Computation of Earnings Per Share
13 1993 Annual Report to Shareholders
21 Subsidiaries and Affiliates of the
Registrant
23 Consents of Independent Accountants
99-1 Proxy Statement, filed in conjunction
with annual shareholders' meeting
scheduled for April 20, 1994
99-2 Form 11-K Annual Report - 1983 and
1991 Sonoco Products Company Key
Employee Stock Option Plans
99-3 Form 11-K Annual Report - Sonoco
Products Company Employee Savings and
Stock Ownership Plan
99-4 Form 11-K Annual Report -
Sonoco Products Company
Engraph, Inc. Retirement Plus Plan
*Incorporated by reference to the Registrant's Form S-3 (File No.
33-50501)
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SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES
----------------------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K,
Continued
Reports on Form 8-K
The Company filed a Current Report on Form 8-K on October 1, 1993, pertaining
to the acquisition of Engraph, Inc. The items included in the Form 8-K were
Item 5 (Other Events) describing the Agreement and Plan of Merger and Item 7
(Financial Statements, Pro Forma Financial Information and Exhibits).
The Company filed a Current Report on Form 8-K on October 29, 1993, and a Form
8-K/A on November 4, 1993, pertaining to the acquisition of Engraph, Inc. The
items included in the Form 8-K and Form 8-K/A were Item 2 (Acquisition or
Disposition of Assets) and Item 7 (Financial Statements, Pro Forma Financial
Information and Exhibits).
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SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES
----------------------------
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
for the years ended December 31, 1993, 1992 and 1991
(DOLLARS IN THOUSANDS)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
-------- ---------- -------- ---------- -------- --------
BALANCE AT BALANCE
BEGINNING ADDITIONS RETIRE- OTHER AT END
CLASSIFICATION OF PERIOD AT COST MENTS(A) CHANGES(B) OF PERIOD
-------------- ---------- --------- ----------- ---------- ---------
Year ended December 31, 1993
Land $ 19,151 $ 66 $ (113) $ 6,590 $ 25,694
Timber resources 24,420 929 25,349
Buildings 226,758 15,549 (11,416) 37,042 267,933
Machinery and
equipment 820,553 83,095 (61,590) 93,189 935,247
Construction in
progress 44,118 15,957 (870) 2,268 61,473
---------- -------- -------- -------- ----------
$1,135,000 $115,596 $(73,989) $139,089 $1,315,696
========== ======== ======== ======== ==========
Year ended December 31, 1992
Land $ 20,153 $ 816 $ (133) $ (1,685) $ 19,151
Timber resources 22,522 1,898 24,420
Buildings 210,912 17,633 (5,402) 3,615 226,758
Machinery and
equipment 771,101 72,185 (32,247) 9,514 820,553
Construction in
progress 27,446 16,773 (732) 631 44,118
---------- -------- -------- -------- ----------
$1,052,134 $109,305 $(38,514) $ 12,075 $1,135,000
========== ======== ======== ======== ==========
Year ended December 31, 1991
Land $ 18,951 $ 952 $ (28) $ 278 $ 20,153
Timber resources 15,402 7,120 22,522
Buildings 190,005 20,831 (2,447) 2,523 210,912
Machinery and
equipment 743,393 69,978 (48,102) 5,832 771,101
Construction in
progress 35,950 (8,324) (180) 27,446
---------- -------- -------- -------- ----------
$1,003,701 $ 90,557 $(50,577) $ 8,453 $1,052,134
========== ======== ======== ======== ==========
(A) Includes fixed assets written off as part of the 1992 and 1990
restructuring reserve.
(B) Primarily relates to acquisitions and translation adjustments for
foreign subsidiary assets.
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SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES
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SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
for the years ended December 31, 1993, 1992 and 1991
(DOLLARS IN THOUSANDS)
--------------------
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
- -------- -------- -------- --------- -------- --------
ADDITIONS
BALANCE AT CHARGED TO BALANCE
BEGINNING COSTS AND RETIRE- OTHER AT END
CLASSIFICATION OF PERIOD EXPENSES MENTS (A) CHARGES(B) OF PERIOD
- -------------- --------- --------- ---------- ---------- ---------
Year ended December 31, 1993
Timber resources $ 12,624 $ 1,175 $ $ $ 13,799
Buildings 66,674 11,109 (1,351) 2,273 78,705
Machinery and equipment 441,684 75,437 (28,718) (2,365) 486,038
-------- ------- -------- ------- --------
$520,982 $87,721 $(30,069) $ (92) $578,542
======== ======= ======== ====== ========
Year ended December 31, 1992
Timber resources $ 10,927 $ 1,697 $ $ $ 12,624
Buildings 59,367 8,543 (1,724) 488 66,674
Machinery and equipment 401,053 69,215 (24,343) (4,241) 441,684
-------- ------- -------- ------- --------
$471,347 $79,455 $(26,067) $(3,753) $520,982
======== ======= ======== ======= ========
Year ended December 31, 1991
Timber resources $ 10,132 $ 998 $ (203) $ $ 10,927
Buildings 53,363 7,529 (871) (654) 59,367
Machinery and equipment 377,615 64,584 (39,017) (2,129) 401,053
-------- ------- -------- ------- --------
$441,110 $73,111 $(40,091) $(2,783) $471,347
======== ======= ======== ======= ========
(A) Includes accumulated depreciation on fixed assets reserved for write off
as part of the 1992 and 1990 restructuring reserve.
(B) Includes translation adjustment of accumulated depreciation for foreign
subsidiary companies.
IV-5
17
SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES
-------------------------------
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
for the years ended December 31, 1993, 1992 and 1991
(Dollars in thousands)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- -------- ---------- ---------- ------------ ----------
ADDITIONS
BALANCE AT CHARGED TO BALANCE AT
BEGINNING COSTS AND END OF
DESCRIPTION OF PERIOD EXPENSES DEDUCTIONS(1) PERIOD
- ----------- --------- --------- ---------- ----------
1993
Restructuring Reserve $39,130 $ $12,016 $27,114
======= ======= ======= =======
Goodwill Amortization $22,040 $ 8,024(2) $ 5,661 $24,403
======= ======= ======= =======
Allowance for Doubtful
Accounts $ 3,511 $ 5,537(2) $ 2,534 $ 6,514
======= ======= ======= =======
1992
Restructuring Reserve $ 9,871 $42,000 $12,741 $39,130
======= ======= ======= =======
Goodwill Amortization $19,333 $ 3,854 $ 1,147 $22,040
======= ======= ======= =======
Allowance for Doubtful
Accounts $ 3,671 $ 1,737 $ 1,897 $ 3,511
======= ======= ======= =======
1991
Restructuring Reserve $18,115 $ $ 8,244 $ 9,871
======= ======= ======= =======
Goodwill Amortization $18,657 $ 3,450 $ 2,774 $19,333
======= ======= ======= =======
Allowance for Doubtful
Accounts $ 2,508 $ 2,496 $ 1,333 $ 3,671
======= ======= ======= =======
(1) Includes amounts written off, translation adjustments and payments.
(2) Increase in additions charged to costs and expenses in 1993 is related
to acquisitions.
IV-6
18
SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES
----------------------
SCHEDULE IX - SHORT-TERM BORROWINGS
for the years ended December 31, 1993, 1992 and 1991
(Dollars in thousands)
Column A Column B Column C Column D Column E Column F
- -------------------------- ---------------- ----------- -------------- ------------ ------------
Weighted Average Weighted
Average Maximum Amount Average
Interest Amount Out- Outstanding Interest Rate
Category of Aggregate Balance at Rate at End standing During During the During the
Short-Term Borrowings (1) End of Period of Period the Period Period (2) Period(3)
- ------------------------- ---------------- ----------- --------------- ------------ -------------
Year Ended December 31, 1993
Notes Payable - Banks $56,666 6% $64,426 $52,631 7%
Year Ended December 31, 1992
Notes Payable - Banks $61,799 9% $75,118 $66,871 10%
Year Ended December 31, 1991
Notes Payable - Banks $43,503 11% $48,762 $40,452 12%
(1) Represents borrowings consisting primarily of foreign denominated debt,
under revolving lines of credit and term notes, excluding commercial paper
borrowings which are classified as long-term.
(2) Based on daily loan balances outstanding during the year.
(3) Based on actual interest rates in effect during the year weighted by the
loan balances outstanding.
IV-7
19
SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES
----------------------
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
for the years ended December 31, 1993, 1992 and 1991
(Dollars in thousands)
Column A COLUMN B
----------- -----------------------------------------
Description CHARGED TO COSTS AND EXPENSES
----------- -----------------------------------------
1993 1992 1991
------- ------- -------
Maintenance and repairs $96,854 $94,075 $86,845
======= ======= =======
Amounts for depreciation and amortization of intangible assets, pre-operating
costs and similar deferrals, taxes other than payroll and income taxes,
royalties and advertising costs are not presented as such amounts are less than
1% of total sales.
IV-8
20
SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES
-------------------------
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on this 29th day of March
1994.
SONOCO PRODUCTS COMPANY
/s/ C. W. Coker
----------------------------
C. W. Coker
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report is signed below by the following persons on behalf of the Registrant and
in the capacities indicated on this 29th day of March 1994.
/s/ F. T. Hill, Jr.
-------------------
F. T. Hill, Jr.
Vice President - Finance
(Principal Accounting Officer)
IV-9
21
SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDARES
----------------------------
SIGNATURES, Continued
/s/ C. W. Coker Chief Executive Officer and
- ----------------------------- Director (Principal Executive
C. W. Coker Officer)
/s/ R. C. King, Jr. President and Chief Operating
- --------------------------- Officer and Director
R. C. King, Jr.
/s/ T. C. Coxe, III Senior Executive Vice President and
- --------------------------- Director (Principal Financial Officer)
T. C. Coxe, III
/s/ L. Benatar Director
- ---------------------
L. Benatar
/s/ C. J. Bradshaw Director
- ---------------------------
C. J. Bradshaw
Director
- ---------------------------
R. J. Brown
/s/ F. L. H. Coker Director
- -------------------------
F. L. H. Coker
Director
- ---------------------------
J. L. Coker
/s/ A. T. Dickson Director
- ---------------------------
A. T. Dickson
Director
- ---------------------------
R. E. Elberson
/s/ J. C. Fort Director
- ---------------------------
J. C. Fort
/s/ P. Fulton Director
- ---------------------------
P. Fulton
/s/ E. H. Lawton, Jr. Director
- ---------------------------
E. H. Lawton, Jr.
/s/ H. L. McColl, Jr. Director
- ---------------------------
H. L. McColl, Jr.
/s/ E. C. Wall, Jr. Director
- ---------------------------
E. C. Wall, Jr.
IV-10