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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED JANUARY 31, 2002
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 Commission
File Number 0-14812
EDISON CONTROL CORPORATION
(Exact name of registrant as specified in its charter)
New Jersey 22-2716367
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
777 Maritime Drive 53074-0308
PO Box 308 (Zip Code)
Port Washington, Wisconsin
(Address of principal executive offices)
Registrant's telephone number, including area code:
262-268-6800
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT
Common stock, par value $.01 per share
(Title of 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. [x] Yes [ ] 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. [X]
Aggregate market value of Edison Control Corporation common stock, held by
non-affiliates as of March 31, 2002 was $3,033,343.
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of March 31, 2002: 1,785,721, shares of common stock, par
value $.01 per share.
Documents Incorporated by Reference
1. Portions of Edison Control Corporation's 2001 Annual Report to Shareholders
are incorporated by reference into Parts I, II and IV of this Form 10-K.
2. Portions of Edison Control Corporation's Definitive Proxy Statement for the
Registrant's 2002 Annual Meeting to be held on June 20, 2002 are
incorporated by reference into Part III of this Form 10-K.
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PART I
Special Note Regarding Forward-Looking Statements
Certain matters discussed in this Annual Report on Form 10-K are
"forward-looking statements" intended to qualify for the safe harbors from
liability established by the Private Securities Litigation Reform Act of 1995.
These forward-looking statements can generally be identified as such because the
context of the statement will include words such as the Company "believes",
"anticipates", "expects", or words of similar import. Similarly, statements that
describe the Company's future plans, objectives or goals are also
forward-looking statements. Such forward-looking statements are subject to
certain risks and uncertainties, including, but not limited to, new product
advancements by competition, significant changes in industry technology,
economic or political conditions in the countries in which the Company does
business, the continued availability of sources of supply, the availability and
consummation of favorable acquisition opportunities, increasing competitive
pressures on pricing and other contract terms and economic factors affecting the
Company's security trading portfolio. These factors could cause actual results
to differ materially from those anticipated as of the date of this report.
Shareholders, potential investors and other readers are urged to consider these
factors in evaluating the forward-looking statements and are cautioned not to
place undue reliance on such forward-looking statements. The forward-looking
statements included herein are only made as of the date of this report and the
Company undertakes no obligation to publicly update such forward-looking
statements to reflect subsequent events or circumstances.
ITEM 1. BUSINESS
Edison Control Corporation (the "Company") was incorporated under the laws of
the State of New Jersey on June 18, 1986 to succeed a limited partnership
organized on October 31, 1979. Until June 21, 1996, the principal operating
business was the design, development, manufacture and sale of electronic fault
indicators. On June 21, 1996, the Company purchased, from unaffiliated persons,
all of the issued and outstanding stock of Construction Forms, Inc.
("ConForms"), CF Ultra Tech, Inc. ("Ultra Tech") and CF Gilco, Inc. ("Gilco")
and all of the issued and outstanding units of another affiliate, JABCO, LLC. On
October 31, 1996, the Company sold certain net assets of the electronic fault
indicators business to the manager of that operation. On February 1, 1998, Ultra
Tech and Gilco were merged into ConForms. On September 29, 2000, ConForms sold
certain assets and the business of Gilco to another party. On November 1, 2001,
ConForms acquired the remaining 50% of the outstanding common stock of South
Houston Hose Company, Inc. ("South Houston Hose").
The Company conducts its business through its divisions. ConForms, the Company's
principal operating unit, designs, manufactures and distributes concrete pumping
systems and accessories. Ultra Tech is engaged in the manufacturing and
marketing of abrasion resistant piping systems. Abrasion resistant piping
systems are used extensively in mining, pulp and paper mills, wastewater
treatment plants and coal-fired electric utility plants, as well as in concrete
pumping applications. South Houston Hose is engaged in the distribution of
industrial hose and fittings.
CONFORMS
Most of ConForms' manufacturing operations and all of its administrative
functions are located at the Company's headquarters in Port Washington,
Wisconsin, which is approximately 25 miles north of Milwaukee. ConForms also
operates four branch warehouses for light manufacturing and distribution of its
products. The warehouses are located in Gardena, California; Houston, Texas;
Newport, Wales, United Kingdom; and Johor Bahru, Malaysia.
ConForms produces a standardized line of concrete pumping components and
accessories compatible with many different types of concrete pumps. This puts
ConForms in a position to provide concrete pumpers and distributors with a
complete, high quality line of components and accessories priced lower than if
each
1
component were purchased individually. ConForms believes that a pumping
system designed as a package helps improve the reliability and output of the
pump.
In the 1970s, as concrete pumps became more reliable, available and acceptable
in the United States as the most efficient method of placing concrete, ConForms
worked closely with pump manufacturers and contractors to develop better
engineered products for the rapidly changing industry. The Company believes that
industry standards were largely established based on ConForms' designs.
ConForms' objective was, and continues to be, to provide high quality components
and a superior level of service to stay at the forefront of the concrete pumping
market. As ConForms continued to grow by utilizing quality engineering, patent
protection, tooling and fixtures, manufacturing methods and distribution, it
became difficult for smaller manufacturers to match ConForms' total service
level. The Company believes this strategy has allowed ConForms to increase its
market share to over 50% of the North American market.
ConForms manufactures concrete pumping systems and accessories for many
applications, including use in residential construction, high-rise construction,
airport and parking structures, and bridge and tunnel construction. In addition,
ConForms' products are used extensively on mobile, truck-mounted concrete pumps
equipped with articulating booms. Because of the inherent abrasiveness of
concrete being conveyed under pressure, ConForms' products need to be replaced
periodically and the end-user usually contacts ConForms or one of its
distributors for high-quality, in-stock replacement components.
ConForms manufactures over 7,000 finished products, although approximately 500
products constitute approximately 80% of ConForms' sales. To its knowledge,
ConForms is the only complete source of piping system components and accessories
needed to pump and place concrete. ConForms' products include straight pipe
sections in a variety of lengths, diameters, wall thicknesses, degrees of
hardness, and fittings. In addition, ConForms' products include couplings,
reducers, bends, elbows and valves in various sizes and styles. ConForms'
product base also includes specially made rubber hose in a variety of sizes and
configurations. ConForms' product line also includes equipment, which is
tailor-made for particular applications, such as bridge-deck spreaders,
krete-placers, hydraulic diversion discharge valves, and customized equipment
used in tunnel construction.
Marketing
ConForms' products, which account for approximately 82% of the Company's sales,
are marketed principally through its own sales personnel and distributors.
Besides contact from sales personnel, ConForms also attempts to maintain a
prominent level of market visibility through active membership in the American
Concrete Pumping Association, exhibits at industry trade shows, direct mail
publications to end users and conducting industry safety seminars. A majority of
all orders are received over the telephone.
Export sales accounted for approximately 18.3% of ConForms' business for the
year ended January 31, 2002, compared to 20.6% in the prior year. International
markets are expected to be an increasing part of the business in future years.
Customers
ConForms' customer base consists of pumper/dealers (organizations which run a
concrete pumping operation but also act as dealers of concrete pumps and
systems) (38.5%), dealers (23.5%), concrete pump manufacturers (15.5%), pumping
contractors (14.5%) and various other businesses such as rental yards, general
contractors, pool contractors, ready mix operations, mines, fireproofers and
precast companies (8.0%).
No customer exceeded 10% of the Company's consolidated net sales for the year
ended January 31, 2002.
Competition
ConForms competes with a number of manufacturers in the concrete pumping
components and accessories industry. However, the Company believes that this
competition is very fragmented, with most competitors offering only a limited
selection of concrete pumping components and mainly selling against ConForms on
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price. ConForms competes by providing a complete line of products, quality,
first class service and engineering assistance. Moreover, the Company believes
that ConForms' patents, manufacturing methods and inventory stocking strategy
provide it with a competitive advantage. Pump manufacturers also compete by
actively promoting their internal wear parts and piping systems. Also, some
customers develop their own in-house capability to produce some of the products.
Miscellaneous Data
ConForms' principal manufacturing operations include machining, welding,
burning, bending, heat-treating, painting, sawing, hose coupling, assembly and
fixture and tool making.
Raw materials principally include steel pipe and tubing, rubber hose and
castings. ConForms has long-term relationships with a select group of suppliers
to control costs and ensure material quality and availability. ConForms does not
have any written contractual agreements with any of its suppliers. If necessary,
ConForms would be able to find other sources for raw material and supplies
without a material delay or adverse effect on its business.
The business typically has marginally lower sales volume in the fourth quarter;
however, working capital requirements are not significantly impacted. Terms of
sale are generally net 30 days.
ConForms has several patents and trademarks; however, only one, the method of
heat-treating pipe with a wall thickness of under .200 inches, is considered of
significant importance to the Company.
ConForms order backlogs on March 31, 2002 and 2001 were approximately $750,000
and $1,135,000, respectively; all of which should be completed prior to the end
of the current fiscal year.
ULTRA TECH
Ultra Tech was formed in 1989 to help assure ConForms an in-house supply of high
quality, induction-hardened pipe for its concrete pumping systems. The Company
believes its induction-hardened pipe will typically last 3 to 8 or more times
longer than non-hardened pipe. Since its formation, Ultra Tech has attempted to
establish its own identity in many other markets, primarily throughout the
United States, including the mining industry to carry phosphate and coal
slurries, the pulp and paper industry to carry various slurry mixes, the power
industry to convey fly ash and coal and the waste treatment industry to convey
sludge.
Ultra Tech has developed a line of hardened and overlay pipe products that are
available in varying diameters, lengths and configurations which prolong the
life of a piping system, regardless of particular wear characteristics found in
the pumping system. The Company uses low alloy steel pipe, advanced
heat-treating technology and metallurgical principles to produce both UT600 and
UT500 induction-hardened pipe. Both of these products have a hard, abrasion
resistant inner wall and a more ductile outer layer. For pure abrasion
applications, UT600 provides outstanding wear resistance. UT600
induction-hardened pipe is made from a raw steel pipe of a proprietary
chemistry. The pipe is induction heated, then water quenched on the inner wall.
In applications involving impact or shock loading, UT500 offers more ductility
while maintaining a hard innerwear surface. For applications where abrasion from
shear and erosion are extreme, UltraWeld Overlay is considered for superior wear
resistance. The result is a surface possessing an excellent combination of high
resistance to erosion, severe abrasion and moderate impact strength. Recently,
Ultra Tech has broadened its line of abrasion resistant products to include
ceramic, chrome carbide and basalt products.
Marketing
Ultra Tech products, which account for approximately 16% of the Company's net
sales, are marketed through Company sales and marketing personnel and
distributors. Ultra Tech advertises regularly in various trade journals.
3
Ultra Tech's export sales for the year ended January 31, 2002 and 2001 accounted
for approximately 12.9% and 22.5% of Ultra Tech's net sales, respectively.
Customers
The market for Ultra Tech's products is primarily resource-based industries such
as mining, paper and energy. Ultra Tech's products are also used in processing
industries such as dredging, foundries, steel, cement, sludge and grain
handling. In addition, any pneumatic or hydraulic pipeline transporting solids
is a potential customer for Ultra Tech.
No customer exceeded 10% of the Company's consolidated net sales for the year
ended January 31, 2002.
Competition
There are a number of competitors in the piping industry, including producers of
mild steel, duplex steel, plastic pipe, rubber lined pipe, basalt lined pipe,
ceramic lined pipe and cast alloy pipe. Ultra Tech is one of only two North
American competitors that manufactures induction-hardened pipe. Ultra Tech
relies on its efficient manufacturing processes, superior value, quality,
variety of products and engineering assistance to compete.
Miscellaneous Data
Ultra Tech's principal manufacturing operations include machining, welding,
burning, bending, heat-treating and sawing.
Raw materials principally include steel pipe in lengths up to 50 feet and
diameters from 2 1/2 to 40 inches. Ultra Tech does not have any written
contractual agreements with any of its suppliers. Raw materials are readily
available from various sources.
Ultra Tech's business is not seasonal. Working capital requirements may be
significant depending on the size of the order. Terms of sale are generally net
30 days.
Ultra Tech does not depend on patents and trademarks.
Ultra Tech's order backlogs on March 31, 2002 and 2001 were approximately
$720,000 and $340,000, respectively; all of which should be completed prior to
the end of the current fiscal year.
SOUTH HOUSTON HOSE
South Houston Hose has been supplying its customers with industrial rubber hose
and fittings since 1980. In December of 1985, ConForms acquired 50% ownership of
South Houston Hose. This purchase led to South Houston Hose becoming ConForms'
stocking distributor for the Texas region. In May of 1987, South Houston Hose
purchased the assets of a company, which added hydraulic hose, flexible
stainless steel hose and Teflon lined hose to its product line. On November 1,
2001, ConForms purchased the remaining fifty percent of the common stock of
South Houston Hose and became its sole owner. On February 1, 2002, South Houston
Hose was merged into ConForms and now operates as a division of ConForms. South
Houston Hose's mission is to continue to offer its customers the same dedicated
service and outstanding commitment to quality that has made it one of the most
competitive hose distributors in the Texas region.
The strength of South Houston Hose is the ability to supply their customers with
hose assemblies ranging from 1/2" PVC suction hose to 18" large bore oil suction
and discharge hose and from 150 PSI red air hose to 20,000 PSI water-blast hose.
Stainless steel hose assemblies are fabricated in-house and hydraulic hoses are
assembled to order. A complete line of fittings, adaptors and hose accessories
are stocked or sourced locally.
4
Marketing
South Houston Hose products, which account for approximately 2% of the Company's
net sales, are principally marketed through Company sales personnel. Export
sales are not a significant part of the business.
Customers
Equipment rental, water pump, construction, chemical, liquid hauling and oil
well drilling companies are a sample of South Houston Hose's diverse customer
base. No customer exceeded 10% of the Company's consolidated net sales for the
year ended January 31, 2002.
Competition
There are numerous competitors in the industrial hose and fittings marketplace.
South Houston Hose relies on service and competitive pricing to remain
competitive in the marketplace.
Miscellaneous Data
South Houston Hose operates from a 16,500 sq. ft. office and warehouse in
Houston, Texas. Principal manufacturing operations include assembly, welding and
sawing. Raw materials are available from a variety of sources. South Houston
Hose does not have any contractual agreements with its suppliers.
The business is not seasonal and working capital requirements are not
significantly impacted. Terms of sale are generally net 30 days.
South Houston Hose does not depend on patents and trademarks.
South Houston Hose's order backlog on March 31, 2002 was approximately $50,000;
all of which should be completed prior to the end of the current fiscal year.
GENERAL MATTERS
Research and development expenditures are a part of the engineering department's
budget and are expensed as incurred. The estimated total amount spent on
research and development during the years ended January 31, 2002, 2001 and 2000
totaled approximately $207,000, $215,000 and $223,000, respectively.
The Company believes that compliance with Federal, state and local environmental
regulations will not require significant capital expenditures or materially
affect future earnings in fiscal 2002.
No portion of the business is subject to renegotiation of profits or termination
of contracts at the election of the United States government.
INDUSTRY SEGMENTS
Information on industry segments is incorporated by reference to footnote 15 of
the consolidated financial statements contained in the Company's 2001 Annual
Report to Shareholders.
FOREIGN OPERATIONS
Information on foreign operations is incorporated by reference to footnote 14 of
the consolidated financial statements contained in the Company's 2001 Annual
Report to Shareholders.
EMPLOYEES
As of January 31, 2002, the Company had 118 active full-time employees.
5
ITEM 2. PROPERTIES
The following table sets forth certain information with respect to the Company's
principal facilities as of January 31, 2002:
Square Feet of
Location Floor Space Description and Principal Use
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Port Washington, WI (1) 95,000 One-story and partial mezzanine,
masonry and metal clad, steel frame
office and manufacturing facility
on 15 acres used mainly for
manufacturing of ConForms and Ultra
Tech products and headquarters for
all office personnel.
Grafton, WI (1) 42,000 One and part two-story, masonry and
metal clad, steel and wood framed
office and manufacturing facility
on 2.2 acres used mainly for
manufacturing ConForms and Ultra
Tech products.
Gardena, CA (2) 10,000 One-story office and manufacturing
facility used for the distribution
and light manufacturing of ConForms
products.
Houston, TX (3) 16,500 One-story office and manufacturing
facility used for the distribution
and light manufacturing of ConForms
products and South Houston Hose
industrial hose and fittings.
Newport, Wales, United 17,500 One-story office and manufacturing
Kingdom (4) facility used for the distribution
and light manufacturing of ConForms
products.
Johor Bahru, Malaysia (5) 10,000 One-story office and manufacturing
facility used for the distribution
and light manufacturing of ConForms
products.
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(1) The Company owns these facilities, all of which are mortgaged under debt
agreements.
(2) The Company leases this facility. The lease expires November 30, 2003.
(3) The Company leases this facility. The lease expires November 30, 2006.
(4) The Company leases this facility. The lease expires July 6, 2010.
(5) The Company leases this facility. The lease expires January 31, 2004.
The Company believes that all of its facilities are in good condition and are
adequate for their intended uses.
ITEM 3. LEGAL PROCEEDINGS
The Company is party to routine legal proceedings, involving product liability
and environmental matters, incidental to its business. There are currently no
material legal proceedings pending to which the Company is a party nor were any
material legal proceedings concluded during the fourth quarter of fiscal 2001.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of fiscal 2001.
6
PART II
ITEM 5. MARKET FOR THE COMPANY'S STOCK AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock trades on OTC Bulletin Board under the symbol EDCO.
The following table sets forth the high and low bid quotation for the fiscal
quarter shown. The prices quoted represent prices between dealers in securities
without adjustments for mark-ups, markdowns or commissions and do not
necessarily reflect actual transactions.
Fiscal 2000
Quarter High Low
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1st 10 3/8 7 1/2
2nd 8 3/4 5 11/16
3rd 9 5 3/8
4th 9 5/8 3 7/8
Fiscal 2001
Quarter High Low
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1st 6 1/8 3 1/4
2nd 5 1/2 3 1/4
3rd 5 2/5 4
4th 8 4 3/4
The approximate number of shareholders of record and beneficial shareholders of
the Company's $.01 par value Common Stock as of January 31, 2002 were 30 and
250, respectively.
In November 2001, the Company announced that its Board of Directors had
authorized the repurchase of up to 750,000 shares of its outstanding common
stock. Repurchases are to be effected from time to time in the open market,
pursuant to privately negotiated transactions or otherwise. The repurchased
shares will be held in the Company's treasury pending potential future issuance
in connection with employee stock option plans, potential future acquisitions or
other general corporate purposes. The Company intends to fund its repurchases
from its available cash resources, together with any potential liquidation of
some or all of its securities investment portfolio and necessary borrowings
under the Company's existing or new bank credit facilities. As of March 31,
2002, Edison had repurchased 579,502 shares for $4,056,514.
The Company has not previously paid any dividends on its Common Stock. The
Company intends to follow a policy of retaining all of its earnings to finance
its business and any future acquisitions.
THE FOLLOWING INFORMATION FOR THIS PART II IS INCORPORATED BY REFERENCE TO THE
COMPANY'S 2001 ANNUAL REPORT TO SHAREHOLDERS, AS FOLLOWS:
INFORMATION INCORPORATED
ITEM CAPTION BY REFERENCE TO:
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6. SUMMARY OF SELECTED FINANCIAL DATA Annual Report, page 7
7. MANAGEMENT'S DISCUSSION AND Annual Report, pages 2 - 6
ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
7A. QUANTITATIVE AND QUALITATIVE Annual Report, page 5
DISCLOSURES ABOUT MARKET RISK
8. AUDITED FINANCIAL STATEMENTS AND Annual Report, pages 8 - 31
SUPPLEMENTAL DATA
7
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
At March 31, 2002, the names and ages of all executive officers and directors of
the Company and all positions and offices held with the Company are listed
below. There are no family relationships between such persons. All officers are
elected annually by the Board of Directors at the first Board meeting following
each annual meeting of the shareholders. There are no agreements between any of
the officers and any other person pursuant to election as an officer.
First
Name Office Elected Age
---- ------ ------- ---
William B. Finneran Chairman of the Board and Director 1991 61
John J. Delucca Director 1991 58
Mary E. McCormack Director 1995 48
Alan J. Kastelic President and Chief Executive
Officer of Edison Control
Corporation and Director 1996 58
Jay R. Hanamann Secretary, Treasurer and Chief 1996 42
Financial Officer
Robert L. Cooney Director 1997 68
William C. Scott Director 1997 67
Norman Eig Director 1999 61
William B. Finneran is a Managing Director of First Union Securities, an
investment-banking firm. Prior to joining First Union in 1999, Mr. Finneran was
a Managing Director at CIBC Oppenheimer Corp., an investment-banking firm, and
had been employed with Oppenheimer since 1972. Mr. Finneran is a Director of
National Planning Association, a non-profit advisory board. He serves on the
Board of Operation Smile and Villanova University and is a former Board Member
of Covenant House, a non-profit charitable institution. Mr. Finneran also
currently serves on the Executive Committee of the New York Archdiocesan Patrons
Program.
John J. Delucca is Executive Vice President, Finance and Administration, and CFO
of Coty, Inc., a cosmetics and fragrance company. Previously, Mr. Delucca served
as Senior Vice President and Treasurer of RJR Nabisco from September 1993 to
December 1998, Chief Financial Officer of the Hascoe Association, a private
investment company from January 1991 to September 1993, President and Chief
Financial Officer for The Lexington Group from October 1990 to January 1991,
Senior Vice President of Finance and Managing Director of the Trump Group from
May 1988 to October 1990, and Senior Vice President of Finance for International
Controls Corporation from April 1986 to May 1988. In addition, Mr. Delucca is a
director of Enzo Biochem, Inc., a genetic research/testing company and Elliot
Company, a manufacturer of turbines and related equipment.
Mary E. McCormack is Director of Acquisitions of McCann-Erickson Worldwide.
Prior to joining McCann, she was Director of Acquisitions of The Hertz
Corporation. She was President and Chief Executive Officer of Edison Control
Corporation from February 1995 to February 1998. Prior to working
8
with the Company, Ms. McCormack was a Managing Director of Beechtree Capital
Partners, Inc., a boutique merchant-banking firm, which she co-founded in 1989.
From 1983 to 1989, she served in a variety of capacities for the investment
banking and brokerage firm of Advest, Inc., most recently as Vice
President-Corporate Finance. Ms. McCormack is a Director of Star International
Holdings, Inc., a manufacturer of commercial cooking appliances.
Alan J. Kastelic was appointed President and Chief Executive Officer of Edison
Control Corporation in June 1998 and President and Chief Executive Officer of
Construction Forms, Inc. in June 1996 when the Company acquired Construction
Forms, Inc. Mr. Kastelic had previously been Executive Vice President and Chief
Operating Officer of Construction Forms, Inc., which he joined in 1977. Prior to
joining Construction Forms, Mr. Kastelic was Manufacturing Manager at Badger
Dynamics and Chief Cost Accountant, Material Control Manager and Manager of
Manufacturing at the PCM division of Koehring Corporation.
Jay R. Hanamann was appointed Treasurer and Chief Financial Officer on July 1,
1996. Mr. Hanamann is the Chief Financial Officer of Construction Forms, Inc. He
has served in various financial and management functions with ConForms since
July 1990. From 1981 to 1990 he was employed by the international accounting
firm of Deloitte & Touche LLP.
Robert L. Cooney is a Partner of Cooney, Schroeder & Co., a consulting firm
which he co-founded in February 1997. Mr. Cooney was a Managing Director-Equity
Capital Markets at Credit Suisse First Boston from 1977 to January 1997. Mr.
Cooney also serves as a director of Hoenig Group Inc., a Nasdaq-listed global
securities brokerage firm located in Rye Brook, New York and Equity One, Inc., a
NYSE-listed real estate investment trust located in Miami, Florida.
William C. Scott was the Chairman and Chief Executive Officer of Panavision Inc.
from 1988 to 1999, the leading designer and manufacturer of high-precision film
camera systems for the motion picture and television industries. From 1972 until
1987, Mr. Scott was President and Chief Operating Officer of Western Pacific
Industries Inc., a manufacturer of industrial products. Prior to 1972 Mr. Scott
was a Group Vice President of Cordura Corporation (a business information
company) for three years and Vice President of Booz, Allen & Hamilton (a
management-consulting firm) for five years. He is currently a director of Audio
Visual Services Corporation and Vari-Lite, Inc.
Norman Eig is Vice-Chairman of Lazard LLC and has over 33 years of investment
experience. Prior to joining Lazard in 1982, Mr. Eig served as a General Partner
of Oppenheimer & Company and as a Managing Director of Oppenheimer Capital Corp.
Mr. Eig has a M.B.A. from Columbia University Graduate School of Business and a
B.S. from Ohio State University.
Certain other information is incorporated by reference to "Election of
Directors" and "Executive Compensation-Section 16(a) Beneficial Ownership
Reporting Compliance" in the Company's Proxy Statement for its 2002 Annual
Meeting of Shareholders.
ITEM 11. EXECUTIVE COMPENSATION
All information is incorporated by reference to "Executive Compensation" in the
Company's Proxy Statement for its 2002 Annual Meeting of Shareholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
All information is incorporated by reference to "Share Ownership of Directors,
Officers and Certain Beneficial Owners" in the Company's Proxy Statement for its
2002 Annual Meeting of Shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
All information is incorporated by reference to "General-Certain Transactions"
in the Company's Proxy Statement for its 2002 Annual Meeting of Shareholders.
9
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) Financial Statements:
The consolidated financial statements of the Company, together with the report
thereon of Deloitte & Touche, LLP appear on pages 8 through 31 of the Company's
2001 Annual Report to Shareholders, and are incorporated herein by reference.
(a)(2) Financial Statement Schedules:
Schedules not included have been omitted because they are either not applicable
or the information is presented in the consolidated financial statements or
notes thereto.
(b) Reports on Form 8-K:
On November 7, 2001, the Company issued a Form 8-K announcing that its Board of
Directors had authorized the repurchase of up to 750,000 shares of its
outstanding common stock. There were no other reports on Form 8-K filed during
the fourth quarter.
(c) Exhibits:
The Exhibits filed or incorporated by reference herein are as specified in the
Exhibit Index.
10
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
By: /s/ Alan J. Kastelic
----------------------------------------
Alan J. Kastelic
President and Chief Executive Officer (Principal Executive Officer)
April 19, 2002
By: /s/ Jay R. Hanamann
----------------------------------------
Jay R. Hanamann
Secretary, Treasurer and Chief Financial Officer
(Principal Financial and Accounting Officer)
April 19, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934, this Form
10-K has been signed below by the following persons on behalf of Edison Control
Corporation and in the capacities and on the dates indicated:
/s/ William B. Finneran
- ----------------------------------------
William B. Finneran
Chairman of the Board and Director
April 19, 2002
/s/ Mary E. McCormack
- ----------------------------------------
Mary E. McCormack
Director
April 19, 2002
/s/ Norman Eig
- ----------------------------------------
Norman Eig
Director
April 19, 2002
/s/ John J. Delucca
- ----------------------------------------
John J. Delucca
Director
April 19, 2002
/s/ Alan J. Kastelic
- ----------------------------------------
Alan J. Kastelic
Director, President and Chief Executive Officer
April 19, 2002
/s/ Robert L. Cooney
- ----------------------------------------
Robert L. Cooney
Director
April 19, 2002
/s/ William C. Scott
- ----------------------------------------
William C. Scott
Director
April 19, 2002
11
EXHIBIT INDEX
-------------
Exhibit No. Description
- ----------- -----------
3.1 Certificate of Incorporation (incorporated by reference to the
Company's Form 10-Q for the quarter ended July 31, 1998).
3.2 By-laws of the Company (incorporated by reference to the
Company's Registration Statements on Form S-18 (File No.
33-6736-NY) filed on June 24, 1986).
4.1 Master Credit Agreement dated June 21, 1996 between
Construction Forms, Inc., CF Ultra Tech, Inc., CF Gilco, Inc.,
and LaSalle National Bank (incorporated by reference to the
Company's Form 8-K dated July 8, 1996).
4.2 Loan Agreement dated June 21, 1996 between Construction Forms,
Inc., CF Ultra Tech, Inc., CF Gilco, Inc., and Bank Audi USA
(incorporated by reference to the Company's Form 8-K dated
July 8, 1996).
10.1 * 1986 Stock Option Plan of Company (incorporated by reference
to the Company's Registration Statement on Form S-18 (File No.
33-6736-NY) filed June 24, 1986).
10.2 * Stock Warrant issued to William Finneran (incorporated by
reference to the Company's 1997 Proxy Statement Exhibit 2).
10.3 * Edison Control Corporation 1999 Equity Incentive Plan
(incorporated by reference to the Company's 1999 Proxy
Statement Appendix A).
10.4 Stock and Unit Purchase Agreement dated June 21, 1996 by and
among Registrant, Construction Forms Acquisition Inc. and the
Shareholders of Construction Forms, Inc., CF Gilco, Inc., and
JABCO, LLC (incorporated by reference to Form 8-K dated July
8, 1996).
10.5 * Employment Agreement dated June 21, 1996 between the Company
and Alan J. Kastelic (incorporated by reference to the
Company's Form 10-K dated April 25, 1997).
10.6 * Employment Agreement dated June 21, 1996 between the Company
and Jay R. Hanamann (incorporated by reference to the
Company's Form 10-K dated April 25, 1997).
10.7 * Stock Option Plan dated June 21, 1996 between the Company
and Alan J. Kastelic (incorporated by reference to the
Company's Form 10-K dated April 25, 1997).
10.8 * Stock Option Plan dated June 21, 1996 between the Company
and Jay R. Hanamann (incorporated by reference to the
Company's Form 10-K dated April 25, 1997).
10.9 * Nonqualified Stock Option Agreement dated May 29, 1997,
between the Company and Robert Cooney (incorporated by
reference to the Company's Registration Statement on Form S-8
(File No. 333-41483) filed December 4, 1997).
10.10 * Nonqualified Stock Option Agreement dated October 15, 1997,
between the Company and William Scott (incorporated by
reference to the Company's Registration Statement on Form S-8
(File No. 333-41483) filed December 4, 1997).
13 Pages from 2001 Annual Report to shareholders, which are
incorporated by reference to Form 10-K.
12
21 Subsidiaries of Edison Control Corporation.
23 Consent of Independent Auditors.
99 Definitive Proxy Statement for 2002 Annual Meeting of
Shareholders (to be filed within 120 days of January 31,
2002).
* Represents a management compensation plan.
13