UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 10-K/A
Amendment No. 1
(MARK ONE)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
COMMISSION FILE NUMBER 1-5426
---------------
THOMAS INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 61-0505332
(State of incorporation) (I.R.S. Employer Identification Number)
4360 BROWNSBORO ROAD, LOUISVILLE, KENTUCKY 40207
(Address of principal executive offices) (Zip Code)
502/893-4600
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE
SECURITIES EXCHANGE ACT OF 1934:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
Common Stock, $1 Par Value New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
---------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |_|
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Securities Exchange Act of 1934) Yes |X| No |_|
The aggregate market value of the voting stock held by non-affiliates
of the Registrant at June 30, 2004, was approximately $502,350,000. The
aggregate market value was computed by using the closing price of the common
stock as of that date on the New York Stock Exchange. (For purposes of
calculating this amount only, all directors and executive officers of the
registrant have been treated as affiliates.)
As of March 10, 2005, 17,852,925 shares of the registrant's Common
Stock were outstanding (net of treasury shares and including directors' and
executive officers' shares).
Explanatory Note: This Amendment No. 1 has been filed to provide the information
required by Part III.
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
a. Directors of the Company
The following table sets forth certain information with respect to our
directors:
NAME, AGE AND YEAR
FIRST ELECTED DIRECTOR PRINCIPAL OCCUPATION AND OTHER INFORMATION
---------------------- ------------------------------------------
H. Joseph Ferguson Founded Ferguson, Wellman Capital Management in 1975 (registered investment advisers).
Age 71 1989 Retired as a director of Ferguson Wellman on December 31, 1997, and was President of
Ferguson Wellman until 1993.
Wallace H. Dunbar Chairman of the Board of Americo Group (vinyl and fabric lamination) for more than five
Age 73 1991 years. Mr. Dunbar previously served as a director of the Corporation from 1968 to 1979.
William M. Jordan Retired President and Chief Operating Officer of Flowserve Corp. (manufacturer of pumps
Age 61 1995 and related products). President and Chief Operating Officer of Flowserve Corp. from
August 1997 to November 1998, and prior thereto Chairman, President, and Chief Executive
Officer of The Duriron Corporation, Inc.
Timothy C. Brown President and Chief Executive Officer of the Corporation since February 1992 and Chairman
Age 54 1989 of the Board since April 1995.
Franklin J. Lunding, Jr. Attorney in private practice for more than five years. Chairman of the Board, President,
Age 66 1972 and Chief Executive Officer of BioCatalyst Resources, Inc., and its wholly owned
subsidiary, Prozyme Products, Ltd. (manufacturer and distributor of enzyme-based food
supplements).
Anthony A. Massaro Retired President, Chief Executive Officer and Chairman of the Board of Lincoln Electric
Age 61 1997 Holdings, Inc. (manufacturer of arc welding products). Director of Commercial
Metals, Inc. and PNC Financial Services Group.
George H. Walls, Jr. Retired in January 2005 as Chief Deputy for the North Carolina Office of the State
Age 62 2003 Auditor, a position held since 2000. Special Assistant to the Chancellor and Assistant
Secretary to the Board of Trustees of North Carolina Central University from 1993-2000.
Prior to that Mr. Walls served as an officer of the U.S. Marine Corp for 28 years,
attaining the rank of brigadier general. Director of Lincoln Electric Holdings, Inc.
b. Executive Officers of the Registrant
Reference is made to "Executive Officers of the Registrant" in Part 1, ITEM 1.f.
c. Audit Committee Financial Expert
The Company had determined that Wallace H. Dunbar, Chairman of the Audit
Committee of the Board of Directors, qualifies as an "audit committee financial
expert" as defined in Item 401(h) of Regulation S-K, and that Mr. Dunbar is
"independent" as the term is used in Item 7 (d) (3) (iv) of Schedule 14A under
the Securities Exchange Act. The members of the Audit Committee are Messrs.
Dunbar, Jordan, Lunding, Massaro and Walls. All Audit Committee members have
been determined to be independent under the rules of the SEC and the New York
Stock Exchange.
d. Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires that certain of the Corporation's
officers and directors, and persons who own more than ten percent of the
Corporation's outstanding stock, file reports of ownership and changes in
ownership with the Securities and Exchange Commission and the New York Stock
Exchange. During 2004, to the knowledge of the Corporation, all Section 16(a)
filing requirements applicable to its officers, directors, and greater than ten
percent beneficial owners were complied with, except for Mr. Peter H. Bissinger,
Mr. James J. Kregel, Mr. Phillip J. Stuecker, and Mr. Roger P. Whitton, officers
of the Corporation who were each late in filing one Form 4 reporting the
December 6, 2004 grant of stock options.
e. Code of Business Conduct
The Company has adopted a Corporate Compliance and Code of Ethics Policy
applicable to all employees. This code is applicable to Senior Financial
Executives including the principal executive officer, principal financial
officer and principal accounting officer of the Company. The Company's Corporate
Compliance and Code of Ethics Policy is available on the Company's web site at
www.thomasind.com under "Corporate Governance." The Company intends to post on
its web site any amendments to, or waivers from its Corporate Governance
Guidelines and its Corporate Compliance and Code of Ethics Policy applicable to
Senior Financial Executives. The Company will provide shareholders with a copy
of its Corporate Compliance and Code of Ethics Policy, without charge, upon
written request directed to the Company's Secretary at the Company's address.
f. NYSE Disclosures
The Company submitted to the New York Stock Exchange the previous year's
unqualified certification of the Company's chief executive officer as required
by Section 303A.12(a) of the New York Stock Exchange Listed Company Manual.
The Company filed with the Securities & Exchange Commission the CEO/CFO
certifications required under Section 302 of the Sarbanes-Oxley Act of 2002 as
Exhibits 31.1 and 31.2 to its prior and most recent Form 10-Ks.
ITEM 11. EXECUTIVE COMPENSATION
The following table presents summary information concerning compensation
awarded, or paid to, or earned by, the Chief Executive Officer and each of the
other executive officers at December 31, 2004, during each of the last three
fiscal years for services rendered to the Corporation and its subsidiaries.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG TERM COMPENSATION(3)
------------------- -------------------------
AWARDS PAYOUTS
------ -------
SECURITIES LONG-TERM
OTHER ANNUAL UNDERLYING INCENTIVE ALL OTHER
COMPENSATION OPTIONS PLAN COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($)(1) ($)(2) (#)(4) ($)(5) ($)(6)
---------------------------- ---- --------- ----------- ------ ------ ------ ------
Timothy C. Brown
President, Chief Executive 2004 $475,000 $480,000 -- -- $265,799 $111,979
Officer and Chairman of the 2003 460,000 143,974 -- 21,700 214,099 69,782
Board 2002 425,000 255,000 -- 35,000 180,044 77,078
Dieter W. Rietschle (7)(8) 2004 $424,122 $86,798 -- -- -- --
General Manager, TIWR Holding 2003 383,628 78,850 -- -- -- --
GmbH & Co. KG 2002 117,783 24,538 -- -- -- --
Peter H. Bissinger (7) 2004 $314,269 $371,636 -- 3,500 $17,720 $331,528
Vice President, General 2003 285,491 337,604 -- 3,765 17,220 222,659
Manager, European Group 2002 193,124 325,630 -- 4,200 13,850 96,331
Phillip J. Stuecker
Vice President of Finance, 2004 $235,000 $193,852 -- 7,500 $66,450 $27,559
Chief Financial Officer, 2003 228,000 45,571 -- 8,095 58,547 25,932
and Secretary 2002 220,000 92,400 -- 11,430 47,088 31,328
James J. Kregel (9)
Vice President, General 2004 $190,000 $100,000 -- 5,100 $6,627 $20,810
Manager, North American 2003 165,000 37,836 -- 2,065 -- 17,429
Group 2002 130,695 38,369 -- 4,825 -- 12,117
-----------------
(1) Represents bonuses paid under the Key Employee Bonus Plan.
(2) The named executive officers received certain perquisites in 2002, 2003, and 2004, the amount of which did not
exceed the lesser of $50,000, or 10 percent of any such officer's salary and bonus.
(3) No restricted stock was granted to any of the named executive officers in 2002, 2003, or 2004; and no shares of
restricted stock were held by any of the named executive officers as of the end of 2004.
(4) Represents stock options awarded in 2004 and 2002, and cash only stock appreciation rights awarded in 2003 under the
Corporation's incentive stock plans.
(5) Represents December 31 market value of shares earned and certified by the Compensation Committee under Long-Term
Incentive Plan awards for the previous three-year period.
(6) All Other Compensation represents amounts contributed or accrued for Messrs. Brown, Stuecker and Kregel under the
Corporation's Retirement Savings and Investment Plan and Supplemental Profit Sharing Plan of $46,766, $18,989, and
$14,660, respectively, a 401(k) matching contribution of $6,150 for Messrs. Brown, Stuecker and Kregel and, a
contribution of $59,063 for Mr. Brown and $2,420 for Mr. Stuecker under the Corporation's Supplemental Executive
Retirement Plan. Other compensation for Mr. Bissinger represents an amount accrued for Mr. Bissinger under an unfunded
defined contribution plan.
(7) Salary, bonus, and all other compensation are converted using the average exchange rate of 1.2471 for 2004, 1.1329
for 2003, and .9438 for 2002 for euros and the average exchange rate of 1.6398 for 2003 and 1.5033 for 2002 for British
pounds.
(8) Mr. Rietschle was appointed as a general manager of TIWR Holding GmbH & Co. KG effective August 30, 2002.
(9) Mr. Kregel was appointed Vice President, General Manager, North American Group effective April 17, 2003.
The following tables present certain additional information concerning
stock options granted to the named executive officers during 2004 and the value
of options held by such officers at fiscal year end.
STOCK OPTIONS GRANTED IN LAST FISCAL YEAR
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM(3)
----------------- ------------------\
% OF TOTAL OPTIONS
NUMBER OF SECURITIES GRANTED TO EXERCISE OR
UNDERLYING OPTIONS EMPLOYEES IN BASE PRICE
NAME GRANTED(#)(1) FISCAL YEAR ($/SH)(2) EXPIRATION DATE 5% 10%
---- -------------- ----------- --------- --------------- -- ---
Timothy C. Brown....... -- -- -- -- -- --
Dieter W. Rietschle.... -- -- -- -- -- --
Peter H. Bissinger..... 3,500 2.4% $38.99/sh 12/6/14 $ 85,973 $216,979
Phillip J. Stuecker.... 7,500 5.2 $38.99/sh 12/6/14 184,228 464,956
James J. Kregel........ 5,100 3.5 $38.99/sh 12/6/14 125,275 316,170
-----------------
(1) All options were granted on December 6, 2004, one-fourth of each option becoming exercisable each year beginning
December 6, 2006. All options permit the optionee to pay for exercise with common stock owned at least six months and to
use share withholding to pay taxes.
(2) The exercise price for all options granted is equal to the closing market price of the Corporation's common stock on
December 6, 2004.
(3) The amounts shown under these columns are the result of calculations at 5 percent and 10 percent annual rates over
the ten-year term of the options as required by the Securities and Exchange Commission and are not intended to forecast
future appreciation of the stock price of the Corporation's common stock. The actual value, if any, an executive officer
may realize will depend on the excess of the stock price over the exercise price on the date the option is exercised.
The following table sets forth information with respect to the named
executive officers concerning exercise of options during the last fiscal year
and unexercised options held as of the end of this fiscal year:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AND SAR'S IN-THE-MONEY OPTIONS AND
AT FY-END (#) SAR'S AT FY-END ($)(2)
------------- ----------------------
SHARES
ACQUIRED ON
EXERCISE VALUE
NAME (#) REALIZED ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --- --------------- ----------- ------------- ----------- -------------
Timothy C. Brown............. 45,000 $1,101,732 305,375 77,325 $6,498,187 $913,102
Dieter W. Rietschle.......... -- -- -- -- -- --
Peter H. Bissinger........... 7,500 222,025 37,350 14,015 796,294 121,373
Phillip J. Stuecker.......... 15,000 367,233 83,957 32,368 1,790,532 289,571
James J. Kregel.............. -- -- 20,306 13,009 426,060 97,242
-----------------
(1) Represents the difference between the closing price of the Corporation's common stock on the date of exercise and
the exercise price of the option.
(2) Based on the market value of the Corporation's common stock on December 31, 2004.
The following table presents information concerning performance share
awards granted to the named executive officers during 2004 under the
Corporation's 1995 Amended and Restated Incentive Stock Plan.
LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR
ESTIMATED FUTURE
PAYOUTS UNDER
NON-STOCK PRICE-
BASED PLANS
-----------
NUMBER OF PERFORMANCE
PERFORMANCE PERIOD UNTIL TARGET MAXIMUM
NAME SHARES (#) MATURATION (#) (#)
---- ---------- ---------- --- ---
Timothy C. Brown...................................................... 10,000 12/31/07 10,000 15,000
Dieter W. Rietschle................................................... - -- -- --
Peter H. Bissinger.................................................... 400 12/31/07 400 600
Phillip J. Stuecker................................................... 2,500 12/31/07 2,500 3,750
James J. Kregel....................................................... 2,000 12/31/07 2,000 3,000
Up to 150 percent of the target shares may be earned, depending on the
total shareholder return of the Corporation during the three-year period
commencing January 1, 2005, and ending December 31, 2007, as compared with the
total shareholder return for the Standard & Poor's Small Cap 600 Index. During
the performance period, dividend equivalents will be credited based on actual
shares earned. The performance share awards provide for pro rata vesting in the
event of death, disability, or retirement, and adjust for stock dividends or
splits. In the event of a change in control, the performance goals established
thereunder shall be deemed satisfied and 100 percent of the target shares will
be delivered. In the event of a merger, consolidation, or combination of the
Corporation with or into another corporation, the target shares shall be
converted into the acquisition consideration. Recipients of the performance
share awards may elect to defer receipt of any shares earned during the
performance period in accordance with the terms of the performance share awards.
OTHER COMPENSATION ARRANGEMENTS
The Corporation entered into agreements ("Change of Control Agreements")
with Messrs. Brown and Stuecker effective October 1, 1988. The Change of Control
Agreements provide for continued employment of the respective officer by the
Corporation for a period of two years following a "change of control" (as
defined) on an equivalent basis to employment immediately before the change of
control. If the employee is terminated other than for "cause" (as defined) or if
the employee terminates his employment for "good reason" (as defined) after a
change of control of the Corporation, each agreement provides for (a) payment of
the employee's "highest base salary" (as defined) and prorated annual bonus
through the date of termination, (b) payment of the present value of the
employee's highest base salary (plus an annual bonus) for a period of three
years, (c) payment of any compensation previously deferred, (d) payment of the
present value of three annual payments, each equal to the "average annual
contribution" (as defined) by the Corporation for the benefit of the employee to
all the Corporation's retirement plans, and (e) the continuation of benefits to
the employee and/or the employee's family provided in connection with the
Corporation's medical and life insurance policies for a period of three years.
If it is determined that any payment made pursuant to these agreements would be
subject to the excise tax imposed by Section 4999 of the Internal Revenue Code
of 1986, as amended (the "Code"), the respective employee would be entitled to
receive additional payments so that the employee would be in the same after-tax
position as if no excise tax were imposed. The Change of Control Agreements also
provide that an employee will be reimbursed for any legal expenses incurred in
litigating his rights under the agreement. Subject to earlier termination as a
result of death, disability, retirement, or termination of employment (unrelated
to a change of control), these agreements have three-year terms, automatically
extending for an additional one-year term from October 1 of each year unless the
Corporation terminates the extension upon sixty days' prior notice.
In conjunction with the Change of Control Agreements, the Corporation
entered into an agreement with National City Trust Corporation establishing a
trust to provide in whole, or in part, for the payment of the benefits payable
under the Change of Control Agreements. The Corporation, at the direction of the
board of directors, may contribute to the trust such sums of money or other
property as it from time to time deems appropriate to meet its obligations under
the Change of Control Agreements.
In addition, options for a total of 308,460 shares and SAR's for a total of
97,730 shares of common stock granted under the Corporation's incentive stock
plans and presently outstanding as of March 10, 2005 (but not currently
exercisable) will become immediately exercisable in the event of a change of
control of the Corporation.
The board of directors adopted a Severance Pay Policy, effective October 1,
1988, for all full-time North American officers of the Corporation. If an
officer is involuntarily terminated by the Corporation (other than for
misconduct), upon the execution by such officer of a waiver and release of all
claims against the Corporation, he or she will receive severance pay equal to
one-half month's compensation (at the pay rate in effect at the date of the
termination) for each year of continuous full-time employment with the
Corporation. Severance pay under the Policy is subject to a minimum payment
equal to one month's compensation and a maximum payment equal to one year's
compensation and will be payable in installments. Any installments outstanding
at the time the subject individual begins new employment or self-employment will
be waived automatically under the terms of the Policy. In addition, an officer
shall be entitled to a "non-compete lump sum" equal to the severance pay
described above if the terminated officer executes a one year Non-Compete
Agreement. This non-compete lump sum is payable one year after the date of
involuntary termination provided the terminated officer remains in compliance
with the Non-Compete Agreement.
An officer who, within the scope of this Severance Pay Policy, voluntarily
terminates employment with the Corporation shall be entitled to a maximum of one
month's severance pay. If the Corporation, a division, or subsidiary of the
Corporation is sold by the Corporation, no officer shall be deemed terminated
because of such sale and there shall be no entitlement to severance pay pursuant
to this Severance Pay Policy.
Effective in 1997, the Corporation entered into an employment agreement
with Mr. Brown by which he will be employed as President and Chief Executive
Officer of the Corporation. The term of the Agreement will be extended
automatically at the end of each day for an additional day so that the remaining
term of the Agreement will be three years, provided that such automatic
extension may be terminated by the board of directors. This agreement provides
for a minimum base salary of $390,000 for the years 2000 and thereafter. It also
makes Mr. Brown eligible for (i) annual target bonuses of not less than sixty
percent of his salary, (provided, however, that Mr. Brown has agreed to an
annual target bonus for 2003 of approximately 57% of his salary and an annual
target bonus for 2004 and 2005 of approximately 58% of his salary) and (ii)
participation in the Corporation's 1995 Incentive Stock Plan and awards of stock
options and performance shares as determined from time to time by the
Compensation Committee. The agreement may be terminated by the Corporation at
any time for cause as defined in the Change of Control Agreements referred to
above. If Mr. Brown's employment is terminated by the Corporation without cause,
the Corporation will be obligated to (i) pay Mr. Brown his base salary for a
36-month period from the date of termination, (ii) provide Mr. Brown with health
and life insurance coverage to which he would otherwise have been entitled, and
(iii) pay Mr. Brown a lump sum distribution equal to the present value of three
annual contributions to the Corporation's retirement plan. In the event of a
change of control, the provisions of the Change of Control Agreements referred
to above supersede the provisions of the employment agreement.
Effective August 30, 2002, the Corporation entered into an agreement with
Mr. Rietschle whereby he was appointed General Manager of TIWR Holding GmbH &
Co. KG. The agreement expired on December 31, 2004, but will be automatically
extended for one year periods unless notice of termination is provided six
months prior to the expiration date. Mr. Rietschle will be entitled to an annual
salary of 232,000 euro ($316,054 based on actual year-end exchange rate), as
well as an annual bonus of up to thirty percent (30%) of his salary. Effective
January 1, 2004, Mr. Rietschle's Agreement was amended to include additional
salary of 108,087 euro ($147,247 based on actual year end exchange rate) to be
paid by TIWR Holding GmbH & Co. KG for services as Managing Director of various
subsidiaries of TIWR Holding GmbH & Co. KG. In 2002 and 2003, Mr. Rietschle
received additional remuneration directly from various subsidiaries of TIWR
Holding GmbH & Co. KG for which he provided services, all of which is included
in the summary compensation table.
Effective January 1, 2003, the Corporation entered into an agreement with
Mr. Bissinger whereby he was appointed Managing Director of TIWR Holding GmbH &
Co. KG. The contract may be terminated no earlier than December 31, 2005, and a
notice period of 6 months from the end of the calendar year must be provided.
Mr. Bissinger will be entitled to an annual base salary of 252,000 Euro
($343,300 based on actual year-end exchange rate), as well as a guaranteed bonus
of 298,000 Euro ($405,965 based on actual year-end exchange rate), payable by
February 1 of the following year. Mr. Bissinger will also be eligible for
participation in the Corporation's 1995 Amended and Restated Incentive Stock
Plan and awards of stock options and performance shares as determined from time
to time by the Compensation Committee.
DIRECTOR COMPENSATION
Directors who are committee chairmen (except for directors who are
employees of the Corporation) currently receive a fee of $28,000 per year, and
all other directors (except for directors who are employees of the Corporation)
receive a fee of $24,000 per year. In addition, all directors (except for
directors who are employees of the Corporation) receive $1,000 for attendance at
each board of directors meeting, committee meeting, special management meeting,
if any, and annual meeting of shareholders, plus expenses for attendance. In
addition, pursuant to the Corporation's Amended and Restated 1995 Incentive
Stock Plan, each non-employee director receives, on the date of each annual
meeting, 3,000 nonqualified stock options or 3,000 Cash-Only Stock Appreciation
Rights. The Amended and Restated 1995 Incentive Stock Plan permits directors to
elect to receive their annual retainer and meeting fees in shares of common
stock.
Any director elected prior to 1995 terminating his membership on the
board of directors after at least one year of service thereon is eligible to
receive an annual retainer fee for three years following termination of board
membership. Any new director elected to the board after 1994 is entitled to
receive a benefit equal to one year's retainer fee for each three years served
on the board of directors, up to a maximum of a three-year benefit. This fee is
equal to the fee such director received as an active member of the board prior
to termination.
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
During 2004, no executive officer of the Corporation served on the board of
directors or compensation committee of any other corporation with respect to
which any member of the Compensation Committee was engaged as an executive
officer. No member of the Compensation Committee was an officer or employee of
the Corporation during 2004, and no member of the Compensation Committee was
formerly an officer of the Corporation.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
SECURITIES BENEFICIALLY OWNED BY
PRINCIPAL SHAREHOLDERS AND MANAGEMENT
Set forth in the following table are the beneficial holdings (and the
percentages of outstanding shares represented by such beneficial holdings) as of
March 10, 2005, except as otherwise noted, of (i) each person (including any
"group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934
(the "Exchange Act")) known by the Corporation to own beneficially more than 5
percent of its outstanding common stock, (ii) directors and nominees, (iii) the
executive officers named in the Summary Compensation Table who are not
directors, and (iv) all executive officers, directors, and nominees as a group.
Under Rule 13d-3 of the Exchange Act, persons who have the power to vote or
dispose of common stock of the Corporation, either alone or jointly with others,
are deemed to be beneficial owners of such common stock. Because the voting or
dispositive power of certain stock listed in the following table is shared, the
same securities in such cases are listed opposite more than one name in the
table. The total number of shares of common stock of the Corporation listed in
the table, after elimination of such duplication, is 7,944,331, (44.50 percent
of the outstanding common stock).
NUMBER OF SHARES
AND NATURE OF
NAME BENEFICIAL OWNERSHIP PERCENT OF CLASS
---- -------------------- ----------------
(i) Gabelli Group................................................. 3,471,454(1) 19.44%
One Corporate Center
Rye, NY 10580
T. Rowe Price Associates, Inc. ............................... 1,640,500(2) 9.18
100 E. Pratt Street
Baltimore, MD 21202
Werner Rietschle Holding GmbH................................. 1,800,000(3) 10.08
Grienmatt 79650, Schopfheim, Germany
(ii) Timothy C. Brown.............................................. 453,322(4)(6) 2.54
Wallace H. Dunbar............................................. 257,605(7) 1.44
H. Joseph Ferguson............................................ 34,880(5)(8) *
William M. Jordan............................................. 42,092(5)(8) *
Franklin J. Lunding, Jr....................................... 25,014(5)(8) *
Anthony A. Massaro............................................ 38,076(5)(8) *
George H. Walls, Jr........................................... -- --
(iii) Dieter W. Rietschle........................................... 1,800,000(3)(9) 10.08
Peter H. Bissinger............................................ 56,842(6) *
Phillip J. Stuecker........................................... 142,807(6) *
James J. Kregel............................................... 25,029(6) *
(iv) All Executive Officers, Directors, and Nominees as a Group
(11 people)...................................................2,832,377(5)(6)(10) 15.87
-----------------
* Less than 1.0%
(1) Based on an amendment to Schedule 13D filed by certain reporting persons (the "Gabelli Group") with the Securities
and Exchange Commission dated November 12, 2004. One of the members of the Gabelli Group, GAMCO Investors, Inc.,
beneficially owns 2,876,454 shares, representing 16.11% of the outstanding common stock. GAMCO Investors, Inc. has sole
voting power with respect to 2,782,654 of such shares. The other reporting persons included in this group are Gabelli
Funds, LLC, MJG Associates, Inc., Gabelli Securities, Inc., Gabelli Group Capital Partners, Inc., Gabelli Asset
Management Inc., and Mario J. Gabelli.
(2) Based on an amendment to Schedule 13G filed by T. Rowe Price Associates, Inc. ("Price Associates"), and T. Rowe
Price Small-Cap Value Fund, Inc., with the Securities and Exchange Commission dated February 14, 2005. T. Rowe Price
Small-Cap Value Fund, Inc., beneficially owns and has sole voting power with respect to 1,000,000 shares, representing
5.60% of the outstanding common stock. Price Associates has sole voting power with respect to 597,600 shares and sole
dispositive power with respect to 640,500 shares. The 13G indicates that with respect to the shares held by Price
Associates, such shares are owned by various individual and institutional investors which Price Associates serves as
investment advisor with power to direct investments.
(3) Based on a Form 3 filed by Werner Rietschle Holding GmbH with the Securities and Exchange Commission dated August
29, 2002. Werner Rietschle Holding GmbH is the legal entity from which the Corporation purchased substantially all of
the assets of the Rietschle business in August 2002.
(4) Excludes 372 shares owned separately by Mr. Brown's spouse. Mr. Brown disclaims that he is the beneficial owner of
any shares of which except for Rule 13d-3 he would not be deemed the beneficial owner.
(5) Includes shares that may be acquired pursuant to stock options exercisable within sixty days as follows: Mr.
Massaro, 18,000 shares; Mr. Jordan, 12,000 shares; Mr. Ferguson, 9,000 shares; and Mr. Lunding, 6,000 shares.
(6) Includes shares that may be acquired pursuant to stock options exercisable within sixty days as follows: Mr. Brown,
305,375 shares; Mr. Bissinger, 37,350 shares; Mr. Stuecker, 83,957 shares; Mr. Kregel, 20,306 shares; and all executive
officers as a group, 446,988 shares.
(7) Includes 3,048 shares owned by the Dunbar Foundation, for which Mr. Dunbar serves as President. Mr. Dunbar disclaims
beneficial ownership of such shares.
(8) Includes 14,430 shares held by the Thomas Industries Master Trust, as amended, of which Messrs. Ferguson, Jordan,
Lunding, and Massaro comprise the Compensation Committee. The Compensation Committee has the power to vote and direct
disposition of such shares, except for certain restrictions placed upon the Compensation Committee by the Trustee in the
event of a tender offer for the shares of the Corporation. Messrs. Ferguson, Jordan, Lunding, and Massaro disclaim
beneficial ownership of such shares.
(9) Mr. Rietschle has 49% ownership and 51% voting control of Werner Rietschle Holding GmbH.
(10) The total number of shares of common stock of the Corporation reported for executive officers, directors, and
nominees as a group is shown after eliminating duplication within the table.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
RELATED PARTY TRANSACTIONS
The Company had an accounts receivable of approximately $500,000 as of
December 31, 2004 and $900,000 as of December 31, 2003, from Werner Rietschle
Holding GmbH, a shareholder and the entity which sold the Company assets in the
Rietschle transaction. This amount primarily related to taxes paid by the
Company on behalf of Werner Rietschle Holding GmbH. Dieter Rietschle, who is the
Company's general manager of its TIWR Holding GmbH & Co. KG subsidiary and a
former director, has a 49% ownership and 51% voting control of Werner Rietschle
Holding GmbH. The $500,000 amount as of December 31, 2004 was subsequently
collected in 2005.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
INDEPENDENT AUDITORS
The firm of Ernst & Young LLP (Ernst & Young) was selected by the Audit
Committee as independent auditors for fiscal year ending December 31, 2004.
The Audit Committee will appoint the independent auditors for the 2005
fiscal year at a future Audit Committee meeting.
Set forth below is a summary of certain fees paid to Ernst & Young for
services for the years ended December 31, 2004 and December 31, 2003.
2004 2003
---- ----
Audit Fees................................... $ 2,052,500 $798,900
Audit-Related Fees........................... 29,500 92,200
Tax Fees..................................... 911,400 617,000
All Other Fees............................... 24,800 20,000
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Total........................................ $ 3,018,200 $1,528,100
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Below is a description of the nature of services comprising the fees
disclosed for each category above.
AUDIT FEES
The Corporation estimates that the aggregate fees billed by its independent
auditors for professional services rendered in connection with (i) the audit of
the Corporation's annual financial statements set forth in the Corporation's
Annual Report on Form 10-K for the year ended December 31, 2004, and the audit
on internal controls, and (ii) the review of the Corporation's quarterly
financial statements set forth in the Corporation's Quarterly Reports on Form
10-Q for the quarters ended March 31, 2004, June 30, 2004, and September 30,
2004, were $2,052,500. The Corporation paid Ernst & Young $798,900 for
professional services rendered in connection with (i) the audit of the
Corporation's annual financial statements set forth in the Corporation's Annual
Report on Form 10-K for the year ended December 31, 2003, and (ii) the review of
the Corporation's quarterly financial statements set forth in the Corporation's
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003, June 30,
2003, and September 30, 2003.
AUDIT-RELATED FEES
The Corporation paid Ernst & Young $29,500 in 2004 for various audit
related fees and $92,200 in 2003 for audit-related fees primarily resulting from
the Rietschle acquisition.
TAX FEES
Fees of $911,400 in 2004 and $617,000 in 2003 were paid to Ernst & Young by
the Corporation for income tax compliance and consulting services.
ALL OTHER FEES
The Corporation incurred fees for all other services rendered by Ernst &
Young totaling $24,800 for 2004 and $20,000 for 2003 for certain services
provided to our European operations.
The Audit Committee has advised the Corporation it has determined that the
non-audit services rendered by the Corporation's independent auditors during the
years ending December 31, 2004 and December 31, 2003 are compatible with
maintaining the independence of such auditors.
PRE-APPROVAL OF SERVICES BY THE EXTERNAL AUDITOR
The Audit Committee has adopted a policy for pre-approval of audit and
permitted non-audit services by the Corporation's external auditor. The Audit
Committee will consider annually and, if appropriate, approve the provision of
audit services by its external auditor and consider and, if appropriate,
pre-approve the provision of certain defined audit and non-audit services. The
Audit Committee will also consider on a case-by-case basis and, if appropriate,
approve specific engagements that are not otherwise pre-approved. The Audit
Committee pre-approved all audit and permitted non-audit services by the
Corporation's external auditors in 2004.
Any proposed engagement that does not fit within the definition of a
pre-approved service may be presented to the Audit Committee for consideration
at its next regular meeting or, if earlier consideration is required, to the
Audit Committee or one or more of its members. The member or members to whom
such authority is delegated shall report any specific approval of services at
its next regular meeting. The Audit Committee will regularly review summary
reports detailing all services being provided to the Corporation by its external
auditor.
PART IV.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(b) Exhibits
EXHIBIT NO. EXHIBIT
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31.1 Certification of Chief Executive Officer pursuant to Rule
13a-14(b) and Section 302 of the Sarbanes-Oxley Act of 2002,
filed herewith.
31.2 Certification of Chief Financial Officer pursuant to Rule
13a-14(b) and Section 302 of the Sarbanes-Oxley Act of 2002,
filed herewith.
S I G N A T U R E S
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment No. 1 to its Annual
Report on Form 10-K to be signed on its behalf by the undersigned, thereunto
duly authorized.
THOMAS INDUSTRIES INC.
Date: April 18, 2005 By /s/ Phillip J. Stuecker
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Phillip J. Stuecker
Vice President and Chief Financial Officer