Document EvrN8VEYvb06dR4OzOYqvgEQ0

1992 VOL. 2 J-Z COVERING NEW YORK & AMERICAN STOCK EXCHANGES MOODY'S INDUSTRIAL MANUAL DANNY A. ZOTTOLI, JR., Publisher HOWARD G. KIEDAISCH, Associate Publisher FRANK R. PLATAROTE, Director--Production BRIAN T. COFFEY, Director--Financial Information Services JOSEPH J. NESTO, Director--Financial Information Services ROBERT p. HANSON, Editor-in-Chief JOHN J. IERACI, Associate Director Editorial Staff TONY BURKE MARYROSE CAROSIA ANGELICA R. CARROLL JULIE CIQUERA PETER J. HEALY CAROL MANGIN thomas j. McDonald LISANNE PINILLO Data Compilation Staff SARONG BINGLEY JUANITA BOONE KEVEN DEWELY BRYAN ENG MERCEDES EUGENE HECTOR FERNANDEZ MARK GARRAHAN KEVIN HECKERT ANDREW KALINSKI FRED LANZA WILLIAM H. ROGERS BERNARDO SCERI, JR. MARTIN SCHULMAN EARL STEPHENS CHARLOT VOLNY JOANNE WALLACE THOMAS M. WECERA MARK L. ZWIEBACK PATRICK LEWIS ERLENE LYNCH PINA RUSSO CORLIA STERLING Moody's Investors Service B3 a company of The Dun & Bradstreet Corporation SEE FOLLOWING PAGE FOB COMPLETE LIST OF OFFICES Copyright 1992 bv MOODY'S INVESTORS SERVICE, INC. New York All rights reserved. MOODY'S INDUSTRIAL MANUAL 6187 tVOTING RIGHTS -- Entitled to one vote per pany's core business is an integrated producer of a CDReynolds Kansas City Can Co. (Del.) wide variety of added-value aluminum products. DReynolds-Lemmerz Industries (Ontario) PREEMPTIVE RIGHTS -- None. Reynolds also produces a broad range of plastic DRMC Holdings, Inc. (Dei.) OFFERED -- (9,200,000 shs.) at $17 per share products. Reynolds' largest market is containers DRMC Properties Ltd. (Del.) (proceeds to Co., $15.95 per share) on July l, 1992 and packaging, which includes consumer products. Reynolds Metals Development Co. (Del.) tnru Donaldson, Lufkin St Jenrette Securities Reynold's entered the predous metals business DReynolds Metals European Capital Corp. (Del.) Corp., Bear, Steams St Co. Inc. and associates. in 1986 as a gold producer, owns one gold mining DReynolds Seattle Can Co. (Del.) Proceeds, together with other funds, used to redeem notes, and preferred stock, and pay financ operation, has interests in two other gold mining operations and is working to expand this area. DSocieta Lavorazioni Industrial! MetaUi S.p.A. ing and transaction cost of the recapitalization. Offering contained an over-allotment option of up to 700(000 additional shares. TRANSFER AGENT & REGISTRAR -- First Wisconsin Trust Co. LISTED -- On NYSE (Symbol: REX). Company has separated its vertically integrated operations into two areas, CL) Production and Processing and (2) Finished Products and Other Sales. Production and Processing includes the refining of bauxite into alumina, calcination of petroleum Dfsorieta per Azioni Fonderpress (Italy) DSoutheast Vinyl Company (Del.) DSouthem Gravure Service, Inc. (Kentucky) EDSouthem Reclamation Co., Inc. (Del.) The names of a number of subsidiaries and associated companies have been omitted because Recapitalization Plan: Co. is implementing a recapitalization plan (the "Recapitalization") designed to increase stockholders' equity, reduce indebtedness and interest expense, eliminate all outstanding classes of Preferred Stock of Co. (the "Preferred Stock"), and the related dividend coke and production of prebake carbon anodes, all of which are vertically integrated with aluminum production and processing plants. These plants produce and sell primary and reclaimed aluminum and a wide range of semifinished aluminum mill products, including flat rolled products, extruded considered in the aggregate they would not consti tute a significant subsidiary. DConsolidated subsidiaries. Officers W.O. Bourke, Chmn. & C.E.O. requirements and improve Co.'s operating and and drawn products and other aluminum products. R.G. Holder. Pres. St C.O.O. financial flexibility. The principal source of funds Production and Processing also includes the sale of J.H. Taylor, V.P. & Treas. for the recapitalization are (1) the offering of shares of Common Stock (the "Common Stock Offering"); (ii) the public offering (the "Debt Offering") of $172,500,000 aggregate principal amount of Senior Notes due (the "Senior Notes"); (iii) an increase in the amount of borrow gold, nonaluminum products, technology and vari ous licensing, engineering and other services related to the production and processing of alumi num. Finished Products and Other Sales includes the manufacture and distribution of various finished D.C. Bilsing, V.P. St Contr. D.T. Cowles, V.P., Gen. Counsel St Sec. Executive Vice-Presidents Y.M. Brandt R.N. Reynolds J.J. Sheehan H.V. Helton ings available under the Amended Credit Agree ment; and (iv) the exchange (the "Fairchild Exchange") of all shares of Preferred Stock (the Fairchild Preferred Stock") owned by Rexnord Holdings Inc. ("RHI") for shares of the Common Stock. RHI and Banner Investments Inc. ("BII") are subsidiaries of The Fairchild Corp. ("Fairchild " and together with RHI and BII, the aluminum products, including cans, flexible pack aging products, containers, food service and household foils (including REYNOLDS WRAP), laminated and printed foil, and aluminum building products. Finished Products and Other Sales also includes the sale of plastic bags and food wraps (including REYNOLDS PLASTIC WRAP, REYN OLDS CRYSTAL COLOR PLASTIC WRAP, J.R. McGill T.W. Wagner N.D. Triano R.L. Waldrop H.S. Savedge, Jr. J.M. Noonan Vice-Presidents J.F. Awad D.M. Jerrold J.M. Lowrie C.S. Thomas W.G. Reynolds, Jr. R.E. Hanneman ^Fairchild Group."). The proceeds of the Recapitalization (estimated at approximately $454 million) will be used to: (i) retire Co.'s outstanding 135/a% Senior Subordi nated Notes due 1998; (ii) redeem (the "Preferred Stock Redemption") the outstanding shares of Pre ferred Stock held by persons ana entities other than the Fairchild Group (the "Other Preferred Stock"); (iii) retire the Fairchild Preferred Stock by effecting the Fairchild Exchange; and (iv) pay financing and transaction costs of the Recapitaliza REYNOLDS SURE-SEAL and QWIK-SEAL Reclosable food storage bags), plastic lidding and container products, plastic mm packaging, REYN OLDS MICROWAVE WRAP, REYNOLDS Freezer Paper, REYNOLDS BAKER'S CHOICE baking cups, and REYNOLDS, CUT-RITE wax paper, composite and nonaluminum building prod ucts and printing cylinders and machinery. Properties: Co. operates or has interest in the following facilities (among others) located as fol lows: W.O. Bourke R.B. Crowl T.A. Graves, Jr. J.R. Hail R.G. Holder D.P. Reynolds C.A. Sanders R.J. Vlasic Directors Y.M. Brandt J.K. Finlayson G. Greenwald R.L. Hintz H.R. Linden R.N. Reynolds R.S. Thomas J.B. Wyatt Auditors: Ernst & Young. tion. In connection with the Recapitalization, Co. Arkansas Texas Shareholder Relations: Carol L. Dillon, Supervi expects to record an after-tax extraordinary charge Louisiana New York sor, Corp. Sec. Office. Tel.: (804)281-2812. to earnings of approximately $30.1 million related to the retirtement of the Old Notes and the amendments of the Existing Credit Agreement. Such charge will be incurred m the period in which the Recapitalization in consummated. As part of the Recapitalization, on Apr. 27, 1992, Co. commenced a tender offer (the "Tender Offer") for the Old Notes, which provided for a net cash payment by Co. of $1,090 (plus accrued interest) for each $1,000 principal amount of the Old Notes tendered to Co. (which included an early tender fee of $30 per $1,000 principal amount of Old Notes tendered prior to May 2i. 1992 (the "Early Tender Deadline") and accepted payment. As of June 30t 1992, $221 million in aggregate prin cipal amount lof the Old Notes have been tendered to. Co. and not withdrawn, all of which tendered Oregon Alabama Virginia California Connecticut Pennsylvania Puerto Rico Florida North Carolina Indiana Missouri Germany Netherlands Austria Australia Brazil Washington Michigan Illinois Kentucky Nevada Utah Wisconsin Hawaii Georgia Ohio Canada Italy Belgium Ireland France Columbia Annual Meeting: In April. No. of Employees: Dec. 31, 1991, 30,900. No. of Stockholders: Dec. 31, 1991, 11,742. Address: 6601 West Broad Street, P.O. Box 27003. Richmond, VA 23230. Tel.: (804)281-2000. Fax: (804)281-3740. Telex: 4427015. Consolidated Income Account, years ended Dec. 31 ($000): Net sales................ Eq, int St other inc .. Total revenues .... Cost of prods sold .. Sell, admin St genl 1991 5,730,100 54,400 5,784,500 4,760,200 1990 6,022,400 53,300 6,075,700 4,823,400 1989 6.143.100 . 68,000 6 211.100 4,775,900 prior to the Early Tender Deadline. The Tender Egypt Ghana exps................... 378,000 370,100 364,100 Offer is currently scheduled to expire on July 6, Guinea Guyana Prov for deprec St 1992, although Co. expects to extend it until July Philippines Spain amort.................. 265,100 214,200 199,800 8, 1992, the day prior to the expected dosing date Venezuela Int-princip on Ig-tm of the Common Stock Offering and the Debt Offer Also operates in the United States: 700 consumer oblig.................... 160,900 96,100 113,000 ing (collectively, the "Offerings"). In addition, recycling locations, 40 recycling processing plants, Prov tor estimated pnor to the completion of the Recapitalization, 44 building products distributors, 25 metal service environmental certain shares of preferred stock issued to BII by centers, 12 real estate development projects, and 8 drl 50,000 Rexnord Corp. will be redeemed. research facilities. Total costs St exps.. 5,564,200 5,653,800 5,452,800 REYNOLDS METALS COMPANY .History: Incorporated in Delaware July 18. 1928 with a perpetual charter, and acquirea the foil busmess and operating assets of United States Foil Co. In Aug., 1928 purchased entire capital stock of Robertshaw Thermostat Co., incorporated 1914; also acquired control of Fulton Sylphon Co., incor porated 1926. Note: For acquisitions and dispositions, etc., prior to 1983 see Moody's 1989 Industrial Manual. In Dec. 1983, purchased Consolidated Aluminum Corp.'s Plant Complex. . In early 1980, Co. sold 51% of its Jamaican min ing assets and operations ana all of its land hold ings in Jamaica to Jamaican government. Subsldlaries & Associated Companies Set forth below is a list of the subsidiaries and associated companies of Reynolds Metals Com pany. LDAlreco Metals, Inc. (Del.) CDAluminio Reynolds de Venezuela, S.A. (Vene zuela) Aluminum Europe, S.A. (Belgium). Aluminum Oxid Stade Gesellschaft mit beschrankter Haftung (Germany) Austria Dosen Gesellschaft mbh. & Co. KG (Aus tria) Canadian Reynolds Metals Co., Limited -- Societe Canacnenne de Metaux Reynolds, Limitee (Quebec) DConductor Products Incorporated (Del.) Inc bef income taxes 220,300 Taxes on income ... 66,200 Net income............ 154,100 Prev retained earns . 2,156,600 Dividends.............. 106,800 Retained earns........ 2,203,900 Earn com sh: Primary.............. $2.60 Fully diluted .... Common shares (000): Year-end............ 59,607 Average: Primary.......... 59,300 Fully diluted ... 421,900 125,300 296,600 1,966,500 106,500 2,156,600 $5.01 59.494 59,100 Consolidated Balance Sheet, as of ($000): 758,300 225,600 532,700 1,532,100 98,300 1,966,500 $9.20 S9.06 59,330 57,900 59,000 Dec. 31 In January 1988 acauired baking cup assets of Flutea Paper Products Company. On May 31, 1988. acquirea Presto Products, Inc. On June 30, 1988, acquired Mt. Vernon Plastics Corp. , On Mar. 10, 1989, acquired Conductor Products Inc. On Mar. 30. 1989, sold interest in Alumina Part ners of Jamaica. . In 1990, acquired remaining interest in can facil ity in Austria. DEI Campo Aluminum Co. (Del.) Hamburger Aluminium-Werk Gesellschaft mit beschrankter Haftung (West Germany) CDIndustria Navarra del Aluminio, S.A. (Spain) DLatas de Aluminio Reynolds, Inc. (Del.) Latas de Aluminio, S.A. (Brazil) DMalakoff Industries, Inc. (Tex.) Manicouagan Power Co. -- La Compagnie Hydroelectrique Manicouagan (Quebec) DMt. Vernon Plastics Corp. (Del.) Pechiney Reynolds Quebec (Nebraska) Assets: Cash St sh-tra invests .... Total receivables .... Inventories..................... Prepaid expenses............ Total current assets . Unincorpd jt ventures & assoc cos..................... Net prop, plant & equip .. Defer chrgs & other assets 1991 67,000 819,700 834,000 59,300 1,780,000 832,600 3,254,100 818,600 1990 89,500 853,800 821,900 50,400 1,815,600 803,400 3,139,800 768.300 In 1990, acquired 75% interest in aluminum wheel plant in Ontario, in partnership with Lemnterz Canada, Inc. In Feb. 1991, acquired Mawson Pacific Limited, an Australian gold producer. DRB Sales Co., Ltd. (Del.) DReymet Insurance Company Limited (Bermuda) DReynolds Aluminium Deutschland, Inc. (Del.) DReynolds Aluminium France (France) DReynolds Aluminium Holland B.V. (Netherlands) Total assets.............. Liabilities: Accts pay, accrued & other hab..................... Indebtedness.................. 6,685,300 774,400 242,000 6,527,100 867,700 106,200 . Joint Venture: In Dec. 1989, Reynolds Interna tional Inc., a subsidiary of Co. announced that it is entering a joint venture with the Fata European Oroup of Italy and a group of U.S.S.R. organiza tions to build a $200,000,000 aluminum foil produc tion and converting operation in Sibreia. Under, the Agreement, a combine of six U.S.S.R. organizations JWilj own 70% of the new facility. Reynolds Inter national and The Fata European Group, which is DReynolds Aluminium Deutschland Internationale Vertriebsgesell-Schaft mbH (Germany) CDReynolds Aluminum Recycling Co. (Missouri) CDReynolds Australia Alumina, Ltd. (Del.) CDReynolds Australia Metals, Ltd. (Del.) CDReynolds Bacancour, Inc. (Del.) CDReynolds Consumer Europe, S.A, (Belgium) CDReynolds Consumer Products, Inc. (formerly Presto Products, Inc.) (Del.) Total current liabil . . Long-term debt .............. Deferred taxes on income. Other liabilities................ Common stock................ Retained earnings .......... Cum currency transl adj . Total stkhfdrs' equity . . 1.016,400 1,854,300 404,800 449,700 D742.000 2,203,900 crl4,200 2,960,100 973,900 1.741,500 424,200 459,100 D734,200 2,156,600 cr37,600 2.928,400 headquartered in Turin, each will hold a 13.5% CDReynolds Energy Resources Corp. (Del.) Total liabil St stk eq . 6,685,300 6,527,100 interest in the plant. The remaining three percent CDReynolds (Europe) Limited (Del.) Net current assets.......... 763,600 841,700 wiU be held by tne San Paolo Bank ox Italy. CDReynolds of Hawaii, Inc. (Del.) Book value..................... $49.66 $49.22 Business: Co. is a producer of metals and other CDReynolds International, Inc. (Del.) ENo par value; Auth : is: 1991 200,000,000 ; 1990 Materials through its worldwide operations. Com DReynolds International, (Panama) Inc. (Panama) 200,000,000 6188 MOODY'S INDUSTRIAL MANUAL ' Long Term Debt 1. Reynold* Metals Co. consolidated subsidiary within 180 days after such RIGHTS ON DEFAULT -- Trustee, or 25% debenture 9s, due 2003: sale. debs, outstg., may declare principal due and pa Rating -- Beal AUTH --1100,000,000; outatg. Dec. 31, 1991, $100,000,000. DATED --Aug. IS, 1991. DUE -- Aug. 15,2003. INTEREST-- F&A 15 to holders registered J&J INDENTURE MODIFICATION -- Indenture may be modified, except as provided, with consent of 662/3% of debs, outstg. RIGHTS ON DEFAULT -- Trustee, or 25% of debs, outstg., may declare principal due and paya ble (30 days' grace for payment of interest). ble (30 days' grace for payment of interest). PURPOSE -- Proceeds to be used for general porate purposes. OFFERED --($100,000,000) at 99.750 plus accrued interest (proceeds to Co., 99.075) on June 6. i thru Goldman, Sachs & Co., Merrill Lynch Ca-J- TRUSTEE -- Bank of New York. DENOMINATION -- Fully registered, $1,000 or any multiple thereof. Transferable and exchangea ble without service charge. The debentures will be issued as book-entry debentures and will be repre sented by a permanent global debenture or deben tures. Each permanent global debenture represent ing book-entry debentures will be deposited with, PURPOSE -- Proceeds will be used for general corporate purposes, including refinancing outstand Markets and associates. PRICE RANGE -- 1991, lltVg-987/8 ing indebtedness of Co, 3. Reynolds Metals Co. Med.-term notes, a OFFERED --($100,000,000) at 100 plus accrued mos. to 30 yrs^ interest (proceeds to Co., 99.300) on thru Goldman, Sachs & Co., Merrill and associates. PRICE RANGE -- 1991, 109Va-99Vs Aug. 12, 1991 Lynch 8c Co. ' Rating -- Baal AUTH -- $250,000,000; outstg. $846,500,000. DATED -- 1989 DUE -- 9 mos. to Dec. 30 yrs. 31, 190- or on behalf of. The Depository Trust Co., as U.S. 2. Reynolds Metals Co. debenturs 9%s, due INTEREST -- M&N 15 and at maturity. Depositary, located in the borough of Manhattan, 1999: DENOMINATION -- Fully registered, $100,009 The City of New York, and will be registered in the name of the Depositary or a nominee of the Depositary. Beneficial interests in book-entry debentures will be shown on. and transfers thereof will be effected only through, records maintained by the Depositary's participants. Owners of benefi cial interests in such permanent global debentures will not be entitled to receive physical delivery of debentures in definitive form ana will not be con sidered the holders thereof and no permanent global debenture representing book-entry deben tures will be exchangeable, except for a permanent global debenture of like denomination to be regis tered in the name of the Depositary or its nomi nee. CALLABLE --Not callable prior to maturity. PUT RIGHTS OF HOLDERS -- In the event that there occurs at, any time prior to Aug. 15, 2003 both (a) a designated event with respect to Co. and (b) a rating decline, each holder of the deben tures shall have the right, at the holder's option, to require Co. to purchase all or any part of such holder's debentures on the date that is 100 days after the last to occur of public notice of the desig nated event and the rating decline, at 100% of the principal amount thereof, plus accrued interest to the repurchase date. On or before the twenty-eighth day after the last to occur of public notice or the designated event and the rating decline, Co. is obligated to notify the trustee of such events, and promptly thereafter to mail, or cause to be mailed, to all holders of record of the debentures a notice regarding the designated event, the rating decline and the repur chase right. The ootice snail state the repurchase date, the date by which the repurchase right must be exercised, the applicable pnce for such deben tures and the procedure which the holder must fol low to exercise this right. Co. shall cause a copy of such notice to be published in an English language newspaper of general circulation in the borough of Manhattan, the City of New York. To exercise this right, the holder of such debenture must deliver at least ten days prior to the repurchase date written notice to Co. of the holder's exercise of such right, together with the debenture with respect to which the right is being exercised, duly endorsed for transfer. Such written notice shall be irrevocable. SECURITY -- Not secured. Co. may not, nor may it permit any of its consolidated subsidiaries to, create, incur, assume or suffer to exist any lien securing any non-securable obligations upon any of its principal properties or upon any stock or indebtedness of any subsidiary which owns princi pal properties without in any such case effectively providing that the securities of each series then outstanding are secured equally and ratably with such secured non-securable obligations, so long as such secured non-securable obligations are so secured, unless, after giving effect thereto, the aggregate amount of all such secured non-secura ble obligations plus all attributable debt, without duplication, of Co. and its consolidated subsidiaries in respect of sale and leaseback transactions would not exceed 10% of consolidated net tangible assets. The foregoing restrictions do not apply to nonsecurabie obligations secured by specified types of liens. SALE AND LEASEBACK -- Co. may not, nor may it permit any of its consolidated subsidiaries to, enter into any sale and leaseback transaction with any bank, insurance company or other lender or investor or to which any such lender or investor is a party for a period, including renewals, in excess of three years of any principal property which has been or is to be sold or transferred, Rating -- Baal AUTH. -- $100,000,000; outstg. Dec. 31, 1991, $99,800,000. DATED--June 15, 1989. DUE --June 15, 1999. INTEREST -- J&D 15 to holders registered J&D 1. TRUSTEE -- The Bank of New York. DENOMINATION -- Fully registered, $1,000 or any multiple thereof. Transferable and exchangea ble without service charge. CALLABLE -- Not callable prior to maturity. PUT RIGHTS -- In the event that there occurs at any time prior to June 15, 1999 both (a) a desig nated event with respect to Co. and (d) a rating decline, each holder of the debentures shall have the right, at the holder's option, to require Co. to purchase all or any part of such holder's deben tures on the date that is 100 days after the last to occur of public notice of the designated event and the rating decline, at 100% of the principal amount thereof, plus accrued interest to the repurchase date. On or before the twenty-eighth day after the last to occur of public notice of the designated event and the rating decline, Co. is obligated to notify the trustee of such events, and promptly thereafter to mail, or cause to be mailed, to all holders of record of the debentures a notice regarding the designated event, the rating decline ana the repur chase right. The notice shall state the repurchase date, the date by which the repurchase right must be exercised, the applicable pnce for such deben tures and the procedure which the holder must fol low to exercise this right. Co. shall cause a copy of such notice to be published in an English language newspaper of general circulation in the borough of Manhattan, the City of New York. To exercise this right, the holder of such debenture must deliver at least ten days prior to the repurchase date written notice to Co. of the holder's exercise of such right, together with the debenture with respect to which the right is being exercised, duly endorsed for transfer. Such written notice shall be irrevocable. SECURITY -- Not secured. Co. may not. nor may it permit any of its consolidated subsidiaries to, create, incur, assume or suffer to exist any lien securing .any non-securable obligations upon any of its principal properties or upon any stock or indebtedness of any subsidiary which owns princi pal properties without in any such case effectively providing that the securities of each series then outstanding are secured equally and ratably with such secured non-securable obligations, so long as such secured non-securable obligations are so secured, unless, after giving effect thereto, the aggregate amount of all such secured non-secura ble obligations plus all. attributable debt, without duplication, of Co. and its consolidated subsidiaries in respect of sale and leaseback transactions would not exceed 10% of consolidated net tangible assets. The foregoing restrictions do not apply to nonsecurable obligations secured by specified types of hens. SALE AND LEASEBACK -- Co. may not, nor may it permit any of its consolidated subsidiaries to, enter into any sale and leaseback transaction with any bank, insurance company or other lender or investor or to which any such lender or investor is a party for a period, including renewals, in excess of three years of any principal property which has been or is to be sold or transferred, more than 180 days after the completion of con struction and commencement of full operation thereof, by Co. or any consolidated subsidiary to such lender or investor or to any person to whom funds have been or are to be advanced by such and any multiple of $1,000. Transferable t3 exchangeable without service charge. < CALLABLE -- Not callable prior to their * maturity. OFFERED -- ($250,000,000) at 100 (proceeds to Co.. 99.875-99.250) on Apr. 11, 1989 thru Golda Sachs & Co., Merrill Lynch Capital Markets , associates. 4. Other Debt Outstg. Dec. 31, 199 $880.100,000 comprising: (1) $306,600,000 term loan agreement. (2) $224,700,000 industrial and environmental control revenue bonds. (3) $176,700,000 mortgage and other notes pa- able. (4) $150,000,000 bank credit agreement. (5) $22,100,000 commercial paper. The bank credit agreement bears interest variable rates (5.3% at Dec. 31, 1991) and requires principal repayment beginning in 1993 until fim) maturity in late 1997. At Dec. 31, 1991, $22,100,000 of commc.__ paper was outstanding at an average rate of 5-3% The commercial paper is classified as long- debt since it is Co.'s intent (supported $200,000,000 in revolving credit facilities) to nance the debt on a long-term basis. Co. has an additional $280,000,000 in revolving credit facilities of which $250,000,000 expire in 1993. - Certain of Co. s financing arrangements contain, restrictions which, among other things, require maintenance of certain financial ratios. Capital Stock: Reynolds Metals Co. common; no par - AUTH. -- 200,000,000 shares; outstanding Dec. 31, 1991, S9,606,960 shares; reserved for options, 5,859,856 shares: no par. Par changed from no par to $1 Sept 15, 1955 by 5-for-l split; from $1 to no par Oct 13, 1959, by > for-2 split. No par shares split 2-for-l May 15, 1987. J Original capital stock represented by class A and B no par common shares was converted in October 1929 into one class of common stock (no par) and class A received in exchange lJ/4 shares of com mon for each share held while the class B common was exchanged on a share for share basis. DIVIDENDS PAID -- (in $) 1928........ ......1.00 1929............ .3.41 (No par class B shares) 1928-29.... ...... Nil (No par common shares) 1929....... ...0.35y2 1930............ ,2.20 1931__ 1932....... ...1.25 1933-36..... 1,0(1 1937.... 1938....... ...0.15 1939............ . Nil 1940.... ..1.75 ..1.00 ..0J0 1941....... ....Nil 1942............ ,0,50 1943-44 1945...........1.00 1946............ 0,75 1947.., 1948..... ...1.35 1949............ 1.10 1950.. 1951....... ...1.10 1952-53..... .1.00 1954... 1955.........1.62% ($1 par common shares) 1955...........0.12V! 1956-58..... 0,6,5 1959.... ..0.52% (On no par shares after 3-for-2 sp 1959......... 0.121/2 1960-64......0.50 1966......... 0.78% 1967-68...... 0.90 1970......... 1.10 1971 .......... 0.85 1973......... 0.40 1974-75......1.00 .0.73% ..0.95 .,.01..4150 1977......... 1.35 1978.......... 1.57V2 ..2.00 1980......... 2.25 1981 .......... 2.40 1983-85......1.00 1986.......... LOO 1 05ss (On no par shares after 2-for-l split) (21987...........0.15 1988.............1.05 1989.. ......1.70 1990-91.........1.80 1992.......... 0.45 Plus 25% stock in 1934 and $1 per share in 1 year debenture 3l/2S, 1951 paid in 1936. more than 180 days after the completion of con lender or investor on the security of such principal Stock dividends paid: 1947, 1948, 1950 afl struction and commencement of full operation property unless (a) Co. or such consolidated sub 1952, 10%; 1953, 1954 and 1955, 5%; 1958, 2%. thereof, by Co. or any consolidated subsidiary to sidiary could create indebtedness secured by a lien Plus rights distribution. See below. such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such principal property unless (a) Co. or such consolidated sub sidiary could create indebtedness secured by a lien on the principal property to be leased back in an amount equal to the attributable debt with respect to such sale and leaseback transaction without equally and ratably securing the securities of each series, or (b) Co. or such consolidated subsidiary within 180 days after the sale or transfer applies an amount equal to the greater of (i) the net pro ceeds of the sale of the principal property sold and leased back pursuant to such arrangement or (ii) the fair, market value of the principal property so sold aAd leased back at the time of entering into such arrangement to the retirement of funded debt of Co. or such consolidated subsidiary; provided, that the amount to be applied to the retirement of funded debt of Co. or such consolidated subsidiary will be reduced by (x) the principal amount of any securities delivered wtthin 180 days after such sale to the trustee for retirement and cancellation, and (y) the principal amount of funded debt, other than securities, voluntarily retired by Co. or such on the principal property to be leased back in an amount equal to the attributable debt with respect to such sale and leaseback transaction without equally and ratably securing the securities of each series, or (b) Co. or such consolidated subsidiary within 180 days after the sale or transfer applies an amount equal to the greater of (i) the net pro ceeds of the sale of the principal property sold and leased back pursuant to such arrangement or (ii) the fair market value of the principal property so sold and leased back at the time of entering into such arrangement to the retirement of funded debt of Co, or such consolidated subsidiary; provided, that the amount to be applied to the retirement or funded debt of Co. or such consolidated subsidiary will be reduced by (x) the principal amount of any securities delivered within 180 days after such safe to the trustee for retirement and cancellation, and (y) the principal amount of funded debt, other than securities, voluntarily retired by Co. or such consolidated subsidiary within 180 days after such sale. INDENTURE MODIFICATION -- Indenture may be modified, except as provided, with consent of 062/$% of debs, outatg. To Apr. 1. _J DIVIDEND LIMITATION -- See Long Textn Debt ,- VOTING RIGHTS --Has sole voting rights <oo vote per share) with restrictions (see Preferred N6 D. PREEMPTIVE RIGHTS -- None. OFFERED -- On July 6. 1937, the unsubsen-- portion of shares originally offered to stockholder was offered publicly at $17 per share by Lehm*" Bros, and Reynolds & Co., New York. -- (1,500,000 no par shs.) at $38.50 per sh. on Juf 29, 1977 thru Dillon, Read & Co., Inc., GoUfin* Sachs & Co., Reynolds Securities, Inc. and asao&\ ates. Proceeds for general corporate purposes. _ DIVIDEND DISBURSING AGENT -- Ch Manhattan Bank, New York. TRANSFER AGENT & REGISTRAR -- Manhattan Bank, New York. LISTED --On NYSE (Symbol: RLM); unhs trading on Pacific, Philadelphia, Cincinnati Midwest Stock Exchanges. PRICE RANGE-- 1991 1990 1989 1988 l High.................... 65% 70 62% 58 Low................... 46 48l/j 49 34 52V2 Chase Chase 198/ 6lV4 20V* MOODY'S INDUSTRIAL MANUAL 6189 preferred Stock Purchase Rights; In Nov. 1987, Directors Financial Services: Co.'s board of directors declared a dividend distri J.N. Bausman D.E. Fry (3) $30,000,000 6.0%-6.38% short-term, 1991. bution of one pfd. stock purchase right for each R.H. Grant, III R.H. Grant, Jr. (4) $42,796,000 8.85%-9.60% notes, due thru outstg. share of Co. com. stock effective Dec. 1. D.R. Holmes D.L. Medford 1995. Initially the rights will not be exercisable or in R.C. Nevin G.B. Price, Jr. (5) $14,000,000 revolving credit agreement. physical form. The privilege of entitlement will trade with the com. stock. However, should a per son or group (i) acquire 20% or more of Co.'s shares or (ii) announces an offer to acquire 30% or more of the shares, the rights will become exer cisable on the earlier of 15 days after (i) or 10 bus iness days after (ii) and separate certificates repre senting the rights will be distributed. At that time, the rights could begin to trade independently from Co.'s shares. If the rights become exercisable, a holder will be entitled to buy from Co. Vjooth of a share of jr. participating stock, ser. A of Co. for J125. If Co. is involved in a merger or other business combina tion at any time alter the rights become exercisa ble, the rights will be modified so as to entitle a holder to ouy a number of the acquiring com pany's com. snares having a market value of twice the exercise price of each right If a 20% holder acquires Co. by means of a reverse merger in which Co. and its shares survive, or engages in self dealing transactions with Co., each right not owned by the acquiror would become exerasable for the number of shares of the corporation's com. stock which at that time have a market value of two times the exercise price of that right The rights will expire on Dec. l, 1997. The rights may be redeemed by Co. for $0.05 per right prior to the ISth day after a public announcement that 20% or more of the shares of com. stock have been acquired. LISTED -- On New York Stock Exchange. REYNOLDS & REYNOLDS CO. History: Co. founded in 1866. In Oct 1971, acquired Dealer-Management Anal ysis Corp., Birmingham, Ala. (liquidated in 1973). In Aug. 1972 acquired Computer Systems Corp., Denver. Colo, (liquidated in 19/3). On Dec. 31, 1972 acquired World Wide Time Ssharing, Inc. for 21,668 cl. A com. shs. On Oct 1, 1973. Co. acquired Diversified Online Computing, Inc. for 31,500 d. A com. shs. plus additional 21,000 d. A com. shs. held in escrow pending the realization of certain sales levels in fis cal 1976. In July 1978, acquired Data Systems Corp. for $2,130,000. On Oct l. 1979, acquired the business and cer tain assets of Accumation Inc. for $6,000,000. W.H. Seal! M.D. Walker K.W. Thiele Auditors: Deloitte & Touche. Legal Counsel: Coolidge, Wall, Womsley & Lombard. Annual Meeting: In February. No. of Employees: Sep. 30, 1991, 426. Address: 115 S. Ludlow Street, Dayton, OH 45402. Tel.: (513)443-2000. Consolidated Income Account, years ended Sept. 30 ($000): Information systems Financial services .. Tot net sales & revs. Cost of sales .......... Sell, gen & admin exps................... Financial services .. Total costs & exps.. Operating income .. Interest expense ... Interest income___ Loss (gain) on sale of assets.............. Other inc (charges) . Tot other inc Inc beFmcome taxes Prov for inc taxes .. Net income............ Prev retained earns . Cash divs-class A com ................... Cash divs-class B com ................... Fgn currency transl adj..................... Retamed earns........ Earn com & com equiv sh............. Common shares (000): Year-end............ Average.............. 1991 581,935 17.320 599,255 347,108 192,574 13,055 552,737 46,518 8,336 2,786 dr2,218 drllO 7,938 38,580 16,092 22,488 183,917 8,449 367 197,589 $2.13 18.802 10,572 1990 580,901 14,365 595,266 350,089 188,703 9,478 548,270 46,996 10,907 3,827 1,407 383 5,290 41,706 17,295 24,411 167,563 8,117 350 1,327 184,834 $2.30 18,847 10,619 1989 589,460 12,686 602,146 358,738 181,662 7,899 548,299 53,847 10,429 2,065 290 329 dr7,745 46,102 18,858 27,244 148,217 7,816 332 250 167,563 $2.53 19,037 10,772 Consolidated Balance Sheet, as of Sept. 30 ($000): Renya's borrowings are supported by Co. and require that Co. maintain 100% ownership of Renya's capital stock. Co. may also be required to make cash contributions to ensure that Renya maintains net worth of $1,0000 and a ratio of income before income taxes and interest expense to interest expense of at least 1.25. Co. has entered into agreements to reduce tha impact of changes in interest rates on its floating rate financing arrangements. Under the terms of various interest rate swaps, Co. receives interest on a notional amount at floating rates and pays interest at fixed rates. Ceiling and collar agree ments allows Co. to borrow at floating rates but limit the maximum rates Co. may have to pay. Net interest received or paid on these contracts is reflected in interest expense. Capital Stock: 1. Reynolds A Reynolds Co., Cl. A com.; par $0-625. AUTHORIZED -- 30,000,000 shares; outstanding. Sept. 30, 1991, 10,052,568 shs,: in treasury, 1,002,800 shs.; reserved for options, 362,860 shs.; reserved by conversion of class B stock, 437,464 shares; par $0,625. Par changed from $10 to $5 by 2-for-L split Oct. 15, 1965; from $5 to $2.50 by 2-for-l split Feb. 20, 1968; from $2.50 to $1.25 by 2-for-l split Feb. 28, 1972.; from $1.25 to $0,625 by 2-for-l on Mar. 28, 1986. VOTING RIGHTS -- Class A and class B have one vote per share, with right of cumulative voting for directors; each class has right to vote on cer tain questions including any adverse change in terms. LIQUIDATION RIGHTS --On liquidation, assets are distributed in ratio of 20 to one between each A and each class B share. DIVIDEND RIGHTS -- Dividends may not be aid on either class unless simultaneously paid on oth classes, with class A receiving 20 times amount declared on class B; no stock dividends or split-ups may be declared except on a pro-rata basis. DIVIDENDS -- (Calendar Years); On $10 par shares: 1960............$0.50 1961 ........ ....$0.60 1962.... ....$0,621/2 19630.85 1964....... .....1.10 1965.... .....1.55 On $5 par shares: SI966-67 .....0.90 1968........ .....0.25 On Jan. 2, 1980, acquired the remaining 30% of ReyZon Computers from Zonic Technical Labora tories Inc. for $1,300,000. On June 9, 1981 incorporated in Ohio Reyna Finanaal Corporation, a wholly owned subsidiary. On Nov. i, 1981 incorporated in Ohio Reyna Leasing Corporation, a subsidiary of Reyna Finan Assets: Cash & equivalents........ Accounts receivable, net. Total inventories... Prepaid exps & other assets ....................... cial Corporation. Total current assets On Feb. 14, 1983 incorporated in Delaware Tot prop, pit & equip Reynolds and Reynolds (Australia) Limited, a Less accum deprecation wholly owned subsidiary. Net prop, plant & equip. 1991 27,737 3383,016 34,521 11,259 156,533 221,856 121,349 100,507 1990 30,196 (393,732 40,140 3,361 167,429 223,567 117,360 106,207 On $2.50 par shares: 1968..........0.371/2 1969-71.... .....0.60 On $1.25 par shares: 1972.......... 0.221/2 1973-75.... .....0.32 1977.......... 0.60 1978....... .....0.72 1980-84......1.08 1985.............1.24 On $0,625 par shares: 1986..............0.35 1987-89.... .... 0.76 1991.......... 3X3.84 3)1992..... .... 0.22 SAlso 3% stock in 1966. 1972.............0.15 1976.... ........ 0.40 1979............ 0.88 1986.... ........ 0.70 1990.... ........ 0.80 On Jan. 1, 1983 formed Sligos and Reynolds, Excess of cost over net lSPIus rights distrib. see below. S.A., France. (51% ownership) assets of cos acq........ On July 12, 1983 incorporated in Delaware Software licensed to Reynolds and Reynolds (South Africa) Limited, customers................. (sold in 1988). Other........................... On Jan. 1, 1986. acquired 100% ownership of Total intang assets . Sligos and Reynolds, S.A., France. Name changed Other assets................. to Reynolds and Reynolds S.A. Tot information syss On May 30, 1986, acquired The Arnold Corp. for assets ..................... 1110,000. Finance receivables-net . In Dec. 1, 1986, acquired 'National Medical Com Other assets................. puter Services, Inc. Tot financial servs In 1987, Co. acquired Beri S.A., France. assets..................... On Mar. 31, 1989, Reynolds and Reynolds S.A. merged into Beri S.A. Name was changed to Reyn olds & Reynolds S.A. Total assets............ Liabilities: Curr portion of lg tm debt Business: Co. operates in two business seg Notes payable ............. ments, Business Forms and Computer Systems. Accounts Davable-trade . The Business Forms segment manufactures and Other accounts payable . distributes printed business forms and systems, Accrued compensation.. custom continuous and snap out forms, computer Other accrued liabilities . stock forms, specialty printed products and forms management services to automotive, professional, medical and general business markets. The Computer Systems segment provides inte grated computer systems and services to automo tive dealer and manufacturer, and medical mar kets. Co.'s products include integrated software packages, computer hardware, hardware and software installation, custom training, hardware maintenance, software support and financial ser vices. . Property: Co. has facilities in the following loca tions: Total current liabil . Long-term debt............ Deferred income taxes .. Other liabilities............. Total other liabilities Tot information syss liabil....................... Notes payable............. Deferred income taxes .. Other liabilities............. Tot financial servs liabil....................... Class A common stock .. Dayton, 0. Dallas-Forth Worth, Tex. Class B common stock .. Uiambersburg, Pa. Chestertown, Md. Additional paid-in cap .. 55,439 9,383 6,456 71,278 27,415 355,733 158,236 1,346 159,582 515,315 9,961 21,967 1,308 14,915 20,654 68,805 38,991 16,689 13,828 30,517 138,313 86.796 41,196 1,400 129.392 SHIS6,283 BW1TO73 42,325 57,187 35To Jan. 13. 14,965 6,163 78,315 23,131 DIVIDEND RESTRICTIONS -- See long-term debt. PREEMPTIVE RIGHTS -- None. OFFERED -- (255,000 Class A -- $2.50 par shsj at $43 a sh. on May 27, 1971 thru duPont Glore For- 375,082 138,111 2,036 gan, Inc., Clark, Dodge & Co., Inc. and C.C. McCune & Co. and associates. Proceeds for expan sion. (1,500,000 cl. A shs.) at $31.00 per sh. on July 21, 140,147 1986 thru Goldman, Sachs & Co. and associates. Proceeds will be used to reduce debt outstg. under 515,229 Co.'s $110,000,000 revolving credit agreement which was entered into finance the acquisition of The 15,081 Arnold Corp. 1,860 REGISTRAR & TRANSFER AGENT --Bank 23.009 One, Indianapolis, N.A. 1,386 14,352 18,090 LISTED -- On NYSE (Symbol: REY). PRICE RANGE-- 1991 1990 1989 High................... 37 V* 24 V2 337a 1988 24% 1987 38% 73,778 Low................... 16 11V2 23/4 I6V2 13% 73,068 14,789 15,011 29,800 2. Reynolds A Reynolds Co., Cl. B com.; par $0.03V: AUTHORIZED -- 30,000,000 shares; outstanding, Sept. 30, 1991, 8,749,280 shares; par $0.03Vs. 176,646 57.009 43,438 3,423 Par changed from 50 cents to 25 cents by 2-for-l split Oct. 26, 1965; from 25 cents to 12V2 cents by 2-for-l split Feb. 20, 1968; from 12V2 cents to 6% cents by 2-for-l split Mar., 1972; from 6V4 cents to 3l/a cents by 2-for-l split on Feb. 28, 1986. 103.870 tmmju fsm?127 3 43,295 All owned by R.H. Grant, Jr. or R.H. Grant, III. VOTING, LIQUIDATION, DIVIDEND RIGHTS -- See class A common. DIVIDEND RESTRICTION -- See long-term t-olumbus, O. Phoenix, Ariz. Accum fgn currency debt. Ceiuia, 0. Hagerstown^ Md. crl.140 PREEMPTIVE RIGHTS -- None. ^orth Hollywood. Cal. San Diego. Cal. Retained earnings ........ 197,589 184,834 CONVERTIBLE -- Into class A shs. at the rate of France Sydney. Australia Total shholders' equity 247,610 234,713 one sh. of class A for each 20 shs. of class B stock. Winstead, Conn. Brampton, Ontario, Canada Total liabil & stk eq Net current assets........ 515,315 87.728 515,229 Preferred Stock Purchase Rights: On May 6, 93,651 1991, the board of directors approved the adoption _ Subsidiaries * he Arnold Corp. -- Printed Communications .Business. NMCS.Inc. {Myna Financial Corp. flbynolds & Reynolds (Canada) Ltd. Reynolds & Reynolds (France) S.A. for Book value................... 59.38 $8.30 SAllow for doubtful accounts: 1991 $3,527,000 ; 1990 $2,921,000 (DPar value: 1991 S.62S ; 1990 $.625 CEAuth shs: 1991 30,000.000 c 1990 30,000,000 SJOutstg shs: 1991 L0,052,568 ; 1990 10,098,004 Par value: 1991 $.03125 ; 1990 $.03125 EAuth shs: 1991 30,000,000 ; 1990 30,000,000 SOutstg shs: 8,749,280 of a shareholders rights plans. Under terms of the plan, preferred share purchase rights were distrib uted as a dividend to shareholders of record as of the close of business on May 17, 1991. at the rate of one right for each outstanding ci. A com. share of Co. and one-twentieth of a right for each out standing cl. B com. share of Co. Rights are exercis able if a person or group acquires or seeks to r\ Officers PR. Holmes, Chmn., Pres. & C.E.O. tS-H. Grant, III, Senior Vice-Pres. Long Term Debt Outstg. Sept. 30, 1991, acquire through a tender or exchange offer 20% or $135,748,000 comprised of: more of Co.'s cl. A com. shares. In that event, all Information Systems: holders of d. A com. shares and cl. B common R-L. Medford, <J.P. & C.F.O. 5*J. Gapinski, Treas. & Asst. Sec. (1) $47,142,000 8.625% note, 1996. shares, other than the acquiror, can exercise their (2) $1,810,000 8.50% to 10.99% obligations, rights and purchase shares at a substantial dis Lutynski, Gen. Counsel & Sec. maturing through 1995. count. 6190 MOODY'S INDUSTRIAL MANUAL RHONE-POULENC RORER INC. Business: Co is primarily engaged in the discov Minority interest... 3,900 6,343 History: Incorporated in Pennsylvania in 1968 as Rorer-Amchem, Inc. and succeeded by consolida tion to the business of William H. Rorer, Inc. and Amchem Products. Inc. Name changed to Rorer Group Inc. m Apr. 1977 following divestiture of Amchem Products. Inc. and its subsidiaries. Pre sent name adopted on Aug. 1, 1990. In Dec. 1969 acquired Dyonics. Inc., Woburn, ery, development, manufacture and marketing of a broad line of pharmaceutical products for human use. On the basis of sales, the Company is the leading pharmaceutical group in France, among the top three in Europe and among the largest in the world. Co. has a strong presence in plorth America, in developing markets, and in Japan. The Co.'s products are manufactured in more than 30 countries and the Co. has a commercial presence in Net Income............ Div on pfd stock ... Net inc available to com shholders ... Prev retained earns . Common divs........ Preferred divs........ Retained earns........ 326,500 400 326,100 337,800 61,300 400 602,600 989 989 3*1,931 45,117 337,803 jUi 1J 322J 254 mi Mass, for 28,167 com. shs. all major markets of the world. Earn com sh: In Oct. 1970, acquired Hormoquimico, Sao Co.'s pharmaceutical products are primarily Primary.............. 12.37 fflSO.01 Paulo, Brazil (now Rorer do Brasil) for over comprised of prescription medicines, over-the- Fully diluted .... 81,000,000 in cash. counter medicines and plasma-derived products. In Common shares (000): 82.37 0010.01 SI. In Apr., 1971 acquired Dermik Laboratories, Inc., producer of dermatological preparations, in exchange for 580,000 common shares. In Mar. 1973 formed Comfort Care Products to manufacture and market line of orthopedic soft goods. In. Sept. 1973 acquired Metcast Corp., engaged in the investment casting business in exchange for 21,921 com. shs. On Dec, 1, 1973, acquired approx. 82% of outstg. stlt. of Rotta Farmaceutid, S.pA. (Rotta). an ethi cal pharmaceutical manufacturer for 84,246,000 cash and notes. In 1974 acquired an additional addition, Co. manufactures and sells certain bulk pharmaceuticals and limited quantities of other chemicals. The Co.'s product focus falls generally in the fol lowing major therapeutic areas: Cardiovascular products, including Lozol. Clexane/Lovenox, Sermion, Fnuml, Sectral and Selectol; Bone metwolism/rheumatology products, includ ing Orudis /Profenid/Oruvail and Cal- synar@/Caiamar; Gastroenterology products, including MaaJox;Central nervous sys tem/analgesia products, including Doliprane and Imovane /Amoban; Infectious deseases/oncologv products, including Flagyl, Year-end............ Average: Primary.......... Fully diluted... 137,898 137,700 EK-for-l stk split,06/10/91 03137,438 03114,080 Consolidated Bslent ShMt, as of (8000): Assets: Cash & cash equivalents Short-term investments .. Accounts receivable, trade 1991 135,800 28,600 12716,600 M.1 63,7 Dk. d (S19J 166,3 [26374.^4,(39 11% for 1605,000 cash and another 2% for $50,000 cash. in 1975, acquired Tosadne, Droken. Peflaane, Rovamycme and Inventories.................... Other current assets.... 550,700 352,400 61233 In Aug. 1975 formed Rorer-Amchem Financial Corp., subsidiary. (Name changed to Rorer Group Financial Corp. in Apr. 1977). On Dec. 15, 1977 exchanged 1,200,000 Co. com. shs. for all stock of Dooner Laboratories, Inc., manufacturer of allergy drugs. In May 1978, acquired Osteo A.G., Selzach, Switzerland for 275,678 com. shs. In Feb. 1979, acquired Sonometrics Systems, Inc. for 480,000 com. shs. In July 1979, acquired majority interest in Kyontsu Pharmaceutical Industries. In Jan. 1981, acquired Neomed Inc. for 553,583 com. shs. In Dec. 1981, acquired Tri-State Optical Co. and Cuco Inc Forms of the action call tor a tax free exchange of Co. stk. for all outstg. shs. of Cilco and Tri-State. In Mar., 1982 Co. acquired Toho Laboratories Co., Ltd. in exchange for 241,017 common shs. In Feb., 1983, acquired Helmut Roedler KG and Phannakon Roedler GmbH. Proportion A substantial portion of the Co.'s phamaceutical production in most product catego ries is conducted in France, the United States, Ger many,. and the U.K. Following several facility divestitures in 1991, Co. has a total of 49 pharma ceutical plants through the world: In France (9), United States (5), elsewhere in Europe excluding France (10), Canada (2), Africa (7), japan (2), other Asia (8) and Latin America (6). Included in the above are 6 plants dedicated solely or partially to the production of bulk pharmaceuticals and chemicals. These plants are located in France (3). the United Kingdom (1), the United States (1) and Germany (l). Research and development activites are con ducted in facilities in Vitry-sur-Seine and Croix de Bemy, France: in and around Fort Washington, Pennsylvania, United States and Dagenham, United Kingdom. A new research center/corporate office facility of approx. 1,100,000 square feet is under construction in Collegeville, Pennsylvania. The office facility is now complete and occupied: the research center is expected to be completed Total current assets Prop, plant & equip, net. Goodwill, net........ Intangibles, net___ Other assets.......... Total assets... Liabilities: Short-term debt .., Accounts payable.. Accrued empl compens . Other current liabilities . Total current liabil . Long-term debt............ Notes pay to Rhone- Poulenc SA. & Aifi) .. Deferred income taxes .. Other liabilities.............. Total liabilities___ Mkt auction pfd shares . In June 1983, Co. acquired Kreaners-Urban Co., during 1992, at which time U.S.-based research Common stock ....__ 1,784,100 1,172,600 797,500 215,800 145,500 4,115,500 552,900 338,400 130,500 355,300 1,377,100 919,200 41,300 69,500 409,800 2,816,900 31300,000 31137,900 U29,10*| 887,*5 142,S 139,3 4,065,0*] 539,808] 31440M 1J84M U9S,1<J U3940ft 495,0(3 6340ft 298,60ft 3,391,508 K 3168,700] Milwaukee, Wis. operations will be relocated there. Cap in excess of stated In Feb., 1984 exchanged 123,610 shares of its Co. generally either owns its facilities or leases value....................... common stock for all the outstanding shares of them under long-term leases. Co. believes that its Retained earnings .... Omni Hearing Aid Systems, Inc. properties are well maintained and generally ade Cum translation adjs .. In Aug. and Oct. 1984, acquired Pharbil Group quate to meet its needs for the foreseeable future. Total shholders' equity 256,900 602,600 crl,200 1,298,600 318,800' 337,800; drSlJBMr 693400 of companies and Cogemo S.A., for cash. In Jan., 1986, Co. acquired Revlon's worldwide ethical pharmaceutical business for 8690,000,000. In Feb., 1986, Co. sold its Surgical Products sub sidiaries to Cooper Vision, Inc. for 8348,000,000. In Jan., .1987, sold its Monza (Milan) manufac Subsidiaries Armour Pharmaceutical Co. Rorer Pharmaceutical Corp. Rorer International Pharmaceuticals Rorer Central Research turing facility to Rotta Research Laboratories, S.p.A. During 1988, Co. acquired Wampole Inc., a Canadian manufacturer of over-the-counter pharmaceuticals based in Perth Ontario. Terms of the transaction, in which Co. purchased 100% of Officers R.E. Cawthoro, Chmn. 8t C.E.O. J. Bertrand, Exec. Vice-Pres. R.H. Thurman, Exec. Vice-Pres. P. Langlois, Sr. V.P. & C.F.O. Wampole's outstanding shares, were not disclosed. J.B. Bartlett, Sr. V.P., Gen. Counsel & Sec. On Dec. 20, 1990, acquired substantially all of the 23.8%minoiity interest in Laboratoire Roger J.R. Tretter, Senior Vice-Pres. G.D. Brisson, Senior Vice-Pres. Bellon (LRB). Co. acquired an additional 161,088 B. Recukau, Senior Vice-Pres. shares, or a 21.5% interest, in LRB in exchange for E.A. Moench, Vice-Pres. 1,610,880 common shares of Co., with a fair market Total liabil & stk eq Net current assets........ 4,115,500 407,000 4,085,000 391300. (SReclassified to conform with current presenta- \ tion Less reserves: 1991 856,600,000 : 1990 j 842.307.000 SINo par value; Auth shs: 300,000; ' Issued & outstg: 1991 300,000 No par value \ Stated value: 81 per share; Auth shs: 1991 i 200,000,00; 1990 200,000,00 Long Term Debt Outstg. Dec. 31, 1991,] 8919.200.000 consisting of: (1) 838,500,000 debentures 9.8S, due 1994. (2) 839,600,000 6}/4% notes payable under 1987 term fiananring agreement, due 1992-1996. (3) 8162,000,000 4.9%-9.8% revolving credit agreement, due 1996. 19&7> 8.95% series B senior notes, due value of 864 per share. Injan. 1991, through an exchange offer acquired J. Bertrand 97.7% of Lbor&toire Roger Bellon. R.E. Cawthom Directors J.M. Bruei J.W. Eckman (5) 8489,700,000 5.0%-10.8% revolving credit : facility payable in installments through April 3& T 1997, at various interest. Proposed Interest Sale: In Sep. 1991, Co. and the Belgian company UCB have reached agreement C.H. Filippi M.H. Jordan C. Helene I. Landau on the terms under which UCB will gain ownership P. Neff J.S. Riepe of Co.'s shares in the Belgian company Radcure E.J. Stemmier R.H. Thurman Specialties S.A. and its American subsidiary, J.P. Tirouflet Radcure Specialties, Inc. The existing industrial agreements, particularly Auditors: Coopers & Lybrand. in the United States between Radcure Specialties General Counsel: John B. Bartlett. Inc. and Co., will remain in effect Terms of the transaction were not disclosed. Annual Meeting: In April. Merger On July 31, 1990, shareholders approved the merger which resulted in the ownership by No. of (approx.). Employees: Dec. 31, 1991, 20&4 9.15% series A senior notes, due , 22,500 (7) 8102,000,000 9.8% notes and mortgages pay- ] able at various interest rates. On Apr. 30, 1990, Co. entered into two unsecured revolving credit facilities which are unconditionally t guaranteed by Rhone-Poulenc. The first credit j facility with 81.1 billion available at Dec. 31, 1991, i payable in various installments through April M, ] 1997. The second credit facility for 8.4 billion matures on April 30, 1992. Borrowings under both agreements can be made in U.S. dollars. French francs, British pounds or German marks. The Rhone-Poulenc S.A. of 68% of Rorer Group com mon shares, the assumption by Rorer Group of No. of Stockholders; Mar. 16, 1992, 8,586. interest rates on the notes vary with LIBOR or PIBOR. The credit agreement permits the, com certain Rhone-Poulenc debt, and combination of Address: 500 Areola Road, Collegeville, PA pany to draw under either facility to refinance ' Rhone-Poulenc's and Rorer's pharmaceutical busi 19426. Tel.: (2lS)454-8000. existing debt, for general corporate purposes or i nesses. Under the terms of the merger, holders of Con tingent Value Rights (CVR) will be entitled to receive from Rhone-Poulenc on July 31, 1993, which date may be extended at Rhone-Poulenc's option to July 31, 1994, a payment in cash equal to the amount, if any to 898.26 or 8106.12 on the extended maturity date the greater of (a) the mar ket value of a share which is determined during a period prior to the maturity date or the extended maturity date and (b)$S2. It the market value of a share equals or exceeds 898.26 on maturity date or Consolidated Income Account, years ended Dec. 31 (8000): Net sales................ Cost of prods sold .. Sell, delivery fie admin exps.......... Research & devel exps................... Interest expense ... 1991 3,824.300 1,360,700 1,363,300 444,500 164,900 1990 2,917,364 1,075,992 1,090,624 350,178 182,561 1989 1,192,152 428,626 476,810 121,806 57,712 working capital requirements. Of the 8489.7 millicw l outstanding under the 81.1 billion facility at Dee r 31, 1991. 8100.1 million was denominated in Ger*i man marks with an average interest rate during 1 1991 of 9.2 percent, 852.1 million was denominated .1 in British pounds with an average interest during f 1991 of 12.4 percent and 8227.5 million was denom- ] inated in French francs with an average interest j rate during 1991 of 9.9 percent and 8110.0 million was denominated in U.S. dollars with an average * interest rate of 5.6 percent At Dec. 31. 1991, there , were no borrowings under the 8.4 billion facility-.^ 8106.12 pn the extended date, no amount will be Interest income .... 15,700 44,760 16,107 Terms of the revolving credit facility contain cerj , payable*with respect to CVR's. Restructuring chrgs. Joint Ventura: Co. and the University of Texas Health Science Center at San Antonio announced the formation of a new company, OsteoTex Corp., to research bone growth compounds. OsteoTex is aJoint venture between Co. and the Health Science Center. Rorer Bio Technology Inc., a wholly owned subsidiary which has expertise in Gain on sale of nonstrategic assets... Gain oo contr termination fee... Other (expense), net Total costs & inc ... Inc bef income taxes 73,600 95,700 4r42.800 3,338,400 485,900 289,256 78,835 <*35,474 2,900,490 16,874 9,981 30,870 19,949 <*28,828 1,056,837 125,315 tain covenants regarding the financial condition of i RP, the most restrictive of which is the mainte*|l nance of minimum stockholders' equity and ratio 1 of total indebtedness to net worth. _ Ja In 1991, Co. entered into two new unsecured 9 revolving credit agreements due 1996 for 8200.ua million and 850.0 million German marks, respec-jf tively. Borrowings under the agreements can OJJ made in U.S. dollars, French francs, British pouiK^f the area of growth factors, will collaborate with Prov for inc taxes .. 155,500 9,542 38,848 or German marks. The interest rates of these fa&fT Inc bef minority int. 330,400 7,332 86,467 ities vary with LIBOR. Of the $162.0 million out-J >91* due pay* ecured $200.0 respec:an x>unu9 e facil* )n out* MOODY'S INDUSTRIAL MANUAL 6191 standing. $128.6 million denominated in U.S. dol In fiscal 1970, acquired Oscar de la Renta Inter Deferred income taxes . .. 873 1,066 lars with an average interest rate during 1991 of national Ltd. for cash and stock (sold in Mar. Common shares.............. 276 276 4.9 percent and $33.4 million is denominated in 1974); Maximilian Fur Co., Inc. for cash (sold in Additional paid-in cap . . . 16,850 16,850 German marks with an average interest rate dur June 1974); Coret Accessories, Inc. for cash and Retained earn (deficit) ... <Zr4,899 dr3,672 ing 1991 of 9.6 percent. stock and Bond Street Ltd. for cash. Cumul fgn currency transl At Dec. 31, 1991, Co. was party to a variable In 1970, acquired Ronay, Inc.; Aspen Skiwear; adj............................... c/r466 c/r569 interest rate swap agreement for approx. $40.0 mil (sold in Jan. 1984) Valerian S. Rybar, Inc.; Dan Treasury shares.............. Sk/r393 SWr307 lion principal amount of its German mark long Grossman Furs (sold in Dec. 1973) and Chic-Maid, Total shholders' equity. 11,368 12,578 term debt, maturing 1993, As of Dec. 31, 1991, Co. was also party to certain interest rate cap and floor agreements which fixed within various ranges the interest rates on approx. $391.0 million princi pal amount of debt. Approx. $193.0 million was denominated in French francs and $198.0 million vras denominated in German marks. These agree Inc. for cash. In Mar., 1972, acquired Don Rancho, Inc. for 263,405 com. shs. (name changed to Richton Sportswear, Inc. in 1976). (Sold in June 1983). In May 1976, Co. formed subsidiary, Corocraft (France) S.a.v.l. In June 1983, sold Richton Sportswear for Total liabil & stk eq . Net current assets.......... Book value..................... 16,608 10,070 $4.31 18,362 12,897 $4.71 ENet of reserves: 1991 $295,000 ; 1990 $271,000 Par value: $.10; Auth shs: 4,000,000 Shares: 1991 130,100; 1990 97,300 ments mature the second quarter of 1992. As a approx. $4,934,000 cash. Long Term Debt: Outstg., Apr. 30, 1991, result of these instruments, interest rates on the In Nov. 1984, sold Golden Breed Pty. Ltd. $1,688,000, unsecured term loan, interest at prime outstanding floating rate debt were fixed within the In Dec. 1984, acquired 23.5% interest in Bio- plus 5/4%, due 1994. ranges of 9.0 percent to 10.5 percent for borrow Nutronics, Inc. for $500,000. This loan is payable over a two year three ings in French francs and 8.5 percent to 9.0 per In Mar. 1987 sold certain assets and trademarks month term on a quarterly basis, commencing on cent for borrowings in German marks. At Dec. 31, 1991, committed and uncommitted unused lines of credit were $1,294.4 million. Of such amount, approx. $1,010.3 million relates to the Revolving Credit Facility dated April 30, 1990, approx. $71.0 million relates to revolving credit agreements due 1996 and approx. $168.1 million relates to other facilities. Compensating balances and commitment fees are not material, and there are no significant conditions under which the lines may be withdrawn, except as noted above. of its Bond Street Division for cash. On Dec. 19, 1988, sold all outstanding shares of its United Kingdom subsidiary, Richton Interna tional Ltd., and certain trademarks, to Swarovski Group PLC, a United Kingdom corporation. Plan of Reorganization: On Aug. 26, 1981, a Plan of Reorganization for Co. and its domestic subsidiaries was confirmed by bankruptcy court. Plan provides that all general unsecured creditors be paid under either a short-term or long-term payment option. Creditors electing short-term pay Sept. 30, 1989. Capital Stock: Richton International Corp. Com mon; par $0.10: AUTHORIZED -- 4,000,000 shares; outstg., Apr. 30, 1991, 2,640,273 shares; in treas., 130,100 shares; reserved for options, 100,000 shares; par $0.10. No par shares split 3-for-l June 25, 1946. PREEMPTIVE RIGHTS -- None. DIVIDENDS PAID -- On no par shares: 1936........ ....$0.30 1937 ...... .... $0.70 1938..... .... $1.00 Note9 Retired: Co. has retired its entire 10% Senior Subordinated Notes in June, 1991. Capital Stock: 1. Rhone-Poulenc Rorer Inc. market auction preferred; no par. OUTSTG. --Dec. 31, 1991, 300,000 shs.; no par. DIVIDEND RIGHTS -- Entitled to annual cum. dividends which are payable when, as and if declared by the Board of Directors. The initial div. rate for dividend periods ending Feb. and Mar. 1992 was 4.3%; per annum; rates for subsequent div. periods will be determined at separate auc tions. Dividend payment rates are scheduled every 49 days from each series' initial div. date, subject to certain excceptions. The variable div. periods and auction rates were approved by shareholders at a special meeting held on Jan. 31, 1992. ment option were paid 60% of their allowed claim in fiscal 1982 in final settlement of their claim. Creditors electing long-term payment option were paid approximately 30% of their allowed claim in fiscal 1982 with the balance of $11,602,000 to be paid in annual installments. Business: Co. is engaged in the design, manufac ture and marketing of fashion jewelry. Properties: Co.'s executive office is located in New York, New York. The principal manufactur ing and warehouse facilities are located in Toronto, Canada and has approximately 84,000 sq. ft. Co. also leases sales offices, showrooms and storage space in ten cities in Canada. The aggre gate square footage is 35,930. 1939........ ......Nil 1940...... ...... 1.00 1941............. 1.75 1942-44.... .... 1.00 1945............ 1.50 1946...... ...... 1.00 On no par shares after 3-for-l split: 1946........ .....0.95 1947 ...... ...... 1.75 1948...... ...... 1.15 1949-50.... .... 1.00 1951...... ...... 0.60 1952...... ...... 0.75 1953........ .....0.85 1954 ...... ...... 1.00 1955...... ...... 1.20 1956........ .....0.25 On $5 par shares: 01956...........0.75 01957-61 ......1.00 1962...... ...... 0.50 1963-69..........Nil 1970...... .... 0 . . 01971... ...... 0.05 On $0.10 par shs. after 50% stk . div.: 1971........ .....0.10 1972 ...... ...... 0.20 1973...... .... 0.10 1974-75.... ..... Nil 1976...... ...... 0.26 1977 ...... ....0.26V2 1978........ .....0.41 1979...... ...... 0.44 1980-91..,....... Nil EAlso paid stock dividends: 1956 and 1957, 2%; 1970, 5%; 1971, 50%. VOTING RIGHTS -- None, except in the event Subsidiaries TRANSFER AGENT AND REGISTRAR -- that dividends on the MAPS are in arrears for at least 180 consecutive days. In such event, the authorized number of Co.'s Board of Directors will -be increased by two and the holders of record of (wholly-owned) Coro (Canada) Inc. Richton International Ltd. Midlantic National Bank, N.J. OFFERED -- (635,111 shares) at $18 a sh. on Mar. 23, 1972, thru Burnham & Co. Inc. and asso ciates. Proceeds of 200,000 shs. for Co. account for MAPS may elect these additional directors. LIQUIDATION RIGHTS --In any liquidation entitled to $1,000 per sh. plus accrued and unpaid dividends. Officers F.R. Sullivan, Chmn., Pres. & C.E.O. C.F. Griffin, V.P. & C.F.O. M.E. Bernstein, Secretary 2. Rhone-Poulenc Rorer Inc. common; no par (stated value $1): AUTHORIZED -- 200,000,000 shares; outstg. Dec. 31, 1991, 137,897,935 shs.; reserved for options, 11,141,403 shs.; no par (stated value $1). P. Gutzwiller S.J. Leifer F.R. Sullivan Directors T.J. Hilb G.E. Matthews working capital. (800,000 shs.) issued privately in the United Kingdom in Feb. 1986 thru Bear Steams. Proceeds to Co., approx. $5,000,000. LISTED -- On ASE (Symbol: RHT). PRICE RANGE-- 1991 1990 1989 1988 198" High..................... 27s 378 45/g 35/4 6 Vs Low................... I Vs 17s 37b 2 Vi 4 Preferred Stock Purchase Rights: On Jan. 26, No par shs. split 3-for-2 on Feb. 29, 1988; 2-for-l Auditors: Arthur Andersen & Co. 1988, the Board declared a dividend distribution of on June 7, 1991. VOTING RIGHTS -- Has one vote per sh., with No. of Employees: Apr. 30, 1991, 308. one right for each outstanding share of common stock, to stockholders of record at the close of bus right of cum. voting for directors. No preemptive No. of Stockholders: Apr, 30, 1991, 782. iness on Feb. 5, 1988. Except as set forth below, rights, except as permitted by Pa. law. DIVIDENDS PAID --(Paid by William H. Rorer, Inc. -- a predecessor Co.) On $1 par shares: 1958,................$0.36 1959 .......... ....$0.20 On S0.33Vj par shares: Address: 1345 Ave. of the Americas, New York, NY 10105-0302. Tel.: (212)765-6480. Fax: (212)3979219. Telex: 620030. Consolidated Income Account, years ended Apr. 30 ($000): each right entitles the registered holder to purchase from Co. IV100 of a share of series A preferred stock, par value $1.00 per share, at a price of $14.00, subject to adjustment. The purchase price shall be paid in cash. The description and terms of the rights are set forth in the rights agreement 1959,..................0.35 I960.......... ...... 0.60 1961........ .....SO. 15 On $0.08 Vj par shares: 1961...................0.15 1962 ..... ;... ..0.J2V2 1964 ..................0.65 1965 .......... ..0.90 1967,..................1.10 "1968 .......... .. 1.24 1963........ ....... 0.50 1966........ ....... 1.00 (Paid by Rorer Group Inc.) 1969 ............. 0.70 1970 .............0.70V2 1971......... ...0.72 1972 ............. 0.74V2 19731........ ..0.77 1975 ............. 0.91 1976 .......... ..0.94 1974......... ... 0.8272 33I977..... ...0.70 1978 ............. 0.6872 1979 .......... ..0.78 1980........ ...0.86 1981 ............. 0.93 V2 1982 .......... ..O.991/2 1983........ ... 1.05 1984 ............. 1.08 1985 ...... 1.40 1986........ ... 1.13 1987 ..................1.16 1988.......... ...... 0.30 On no par shares after 3-for-2 stock split: 1988 ..................0.60 1989.................0.81 1990........ ....01.01 QD1993.......... 0.43 On no par shares after 2-for-l split: 1991............ 0.23 01992 ........... 0.30 0To May 29. Also paid 1 sh. of Amchem Products, Inc. for each share held. Also paid com. stk. purchase right for each sh. held. SUnc. $0. 162/j due to redemption of com. stk. Purchase rights. transfer, dividend disbursing AGENT & REGISTRAR -- The Bank of New Vork, N.Y. DIVIDENDS DISBURSING AGENT --Mellon Net sales............... Cost of sales .......... Gross profit............ Sell, gen & admin exps................... Interest income .... Interest expense .. . Gain on sale of sub . Inc bef income taxes Prov (cr) for inc taxes................... Net income............ Prev retained earns . Retained earns........ Earn com <Sc com equiv sh............. Common shares (000): Year-end............ Average............. 1991 20,663 14,665 5.998 8,210 70 256 </2,396 crl,171 c/1,227 c/3,672 c/4.899 c/$0.46 2,640 2,640 1990 22,194 13,459 8,735 8,188 251 349 449 74 375 c/4,047 c/3,672 SO. 14 2,673 2,749 Consolidated Balance Sheet, as of ($000): Assets: Cash............................. Sh-tm invests, at cost . . . Receivables, net............ Total inventories . .. Other current assets .... 1991 1,530 04,441 6,061 1,467 1989 30,452 18,475 11,977 17,097 259 447 2,212 c/3,096 0*135 c/2,961 d1,086 c/4,047 t/Sl.07 2,763 2.763 Apr. 30 1990 772 831 05,036 8,571 718 between Co. and First Jersey National Bank, N.A.. as rights agent. Initially, no separate right certificates will be dis tributed. Until the earlier to occur of (i) 20 busi ness days following a public announcement that a person or group of affiliated or associated persons has acquired, or obtained the right to acquire, ben eficial ownership of 20% or more of the outstand ing common stock or (ii) 20 business days follow ing the commencement of a tender offer or exchange offer if upon consumation thereof, such person or group would be the beneficial owner of 30% or more of such outstanding common stock, the earlier of such dates being called the distribu tion date, the rights will be evidenced, with respect to any common stock outstanding as of the record date, by the certificates representing such cqmmon stock. As soon as practicle following the distribu tion date, separate certificates evidencing the rights will be mailed to holders of record of the common stock as of the close of business on the distribution date and thereafter, such separate right certificates alone will evidence the rights. RIEDEL ENVIRONMENTAL TECHNOLOGIES, INC. History; Organized in Oregon in January 1986 and in a reorganization exchanged its stock for that of Riedel Environmental Services. Inc. Riedel Bank Philadelphia, P.A. Total current assets 13.499 15.928 Omni Products. Inc. and Riedel Waste Disposal LISTED -- On NYSE (Symbol: RPR); Also listed Prop, pit & equip, at cost 4,546 4,509 System. Inc. on the Paris Bourse; Philadelphia, Midwest, Pacific Less accum deprec & On Dec. 31, 1986, acquired, through its wholly- and Boston Stock Exchanges. amort ....................... 2,972 2,718 owned subsidiary, all the operating assets of Peter PRICE RANGE-- 1991 1990 1989 01988 1987 Prop, plant & equip, net. 1,574 1,791 son Maritime Services, Inc for $2,800,000. High................... 64 Vs 70 48 48 Vi 58-V4 Other assets................. Low ................... 33^8 56 Vi 36>'8 24 Vs 29-Vi Totai assets............ 0Adj. for 3-for-2 split. Liabilities: Curr installs of Ig tm debt AlCHTON INTERNATIONAL CORP. Accounts payable.......... History: Reincorporated in Delaware on Aug. 25, 1969 as successor to Co. originally incorporated in Accrued payroll & other liabil......................... . 1,535 16,608 750 826 1,853 643 18.362 750 660 1,621 On Nov. 29. 1988, acquired Industrial Waste Management, Inc. for $760,000 in cash and 268,016 com. shares. In Apr, 1989. Co. acquired certain assets and lia bilities of Burbridge Coal, Inc. details were not dis closed. In June 1989, Co. through its subsidiary OMNI, acquired substantially all the operating assets of a New York Feb. 3, 1913 as Cohn & Rosenberger, Total current liabil . 3,429 3,031 rubber railroad crossing manufacturer. Inc.; name changed to Coro, Inc., May 26, 1943; Lg tm debt, less curr In July 1989, Co. acquired Western Compliance Present name adopted Feb. 1970. installs......................... 938 1,687 Inc. for approx. $1,000,000.