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1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
FORM 10-K

(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE

--- SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995

-----------------

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE

--- SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Transition period from _______ to _______
Commission File No. 1-9410
COMPUTER TASK GROUP, INCORPORATED

- --------------------------------------------------------------------------------

(Exact name of Registrant as specified in its charter)

State of New York 16-0912632

-------------------------- ------------------------------------

(State of incorporation) (I.R.S. Employer Identification No.)
800 Delaware Avenue, Buffalo, New York 14209

---------------------------------------- ----------

(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (716) 882-8000

--------------


Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered

-------------------- -----------------------------------------
Common Stock, $.01 par value New York Stock Exchange

Rights to Purchase Series A

Participating Preferred Stock New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:

None

----
(Title of class)
Indicate by check mark whether the Registrant (1) has filed all reports

required to be filed by Section 13 or 15(d) of the Securities Exchange Act of

1934 during the preceding 12 months (or for such shorter period that the

Registrant was required to file such reports), and (2) has been subject to such

filing requirements for the past 90 days.
YES X NO

---- ----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405

of Regulation S-K is not contained herein, and will not be contained, to the

best of Registrant's knowledge, in definitive proxy or information statements

incorporated by reference in Part III of this Form 10-K or any amendment to

this Form 10-K. [ ]
The aggregate market value of the Registrant's voting stock held by

non-affiliates at March 13, 1996 was $158,407,919. Solely for the purposes of

this calculation, all persons who are or may be executive officers or directors

of the Registrant and all persons who have filed a Schedule 13D with respect to

the Registrant's stock have deemed to be affiliates.
The total number of shares of Common Stock of the Registrant outstanding at

March 13, 1996 was 10,316,830.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by reference in the

following parts of this report: Parts I, II and IV--the Registrant's 1995

Annual Report to Shareholders; Part III--the Registrant's definitive Proxy

Statement as filed with the Securities and Exchange Commission and as used in

connection with the solicitation of proxies for the Registrant's annual meeting

of shareholders to be held on April 24, 1996.


2

PART I

------

ITEM 1. BUSINESS

---------
Computer Task Group, Incorporated (Company or CTG or Registrant) was

incorporated in Buffalo, New York on March 11, 1966, and its corporate

headquarters are located at 800 Delaware Avenue, Buffalo, New York 14209

(716-882-8000). CTG is an information technology services company. CTG employs

approximately 5,000 people and serves customers through an international

network of offices in North America and Europe. The Company has four operating

subsidiaries: Computer Task Group of Canada, Inc.; Computer Task Group (U.K.)

Ltd.; Computer Task Group Nederland B.V.; and Computer Task Group Belgium N.V.

As of July 1, 1994, the Company sold its petroleum industry subsidiaries,

Profimatics, Inc. and Profimatics & Co., GmbH.

BACKGROUND

- ----------
The Company operates in one area of the computer industry -- providing

information technology services. A typical customer is a Fortune 500-size

organization with large, complex information and data processing requirements.

CTG's customer base is large and diverse, consisting of approximately 900

customers. The Company serves approximately 35 percent of the Fortune 100.
CTG works with customers to develop effective business solutions

through information systems and technology. The Company's professional staff

may support a customer's software development team on a specific application or

project or may manage the project entirely for the customer. The Company's

range of services extends from flexible staffing provided on a per diem basis

to managing multi-million dollar technology projects. Approximately 51 percent

of the Company's services are provided to customers in the service sector,

followed by 23 percent in the manufacturing industry, 9 percent in the banking

and finance sector and 17 percent in other industries. Most of CTG's services

are provided on-site at the customer's facilities. CTG's network of offices

provides wide geographical coverage with the capability of servicing large

companies with multiple locations.
In 1993, the Company completed an extensive reengineering of its

operations, resulting in a new business strategy and a complementary

organization. CTG's business strategy is based upon the concept of a strategic

variable workplace, being cost competitive while being responsive in supplying

qualified staff to work on client engagements. CTG's services are sold and

delivered on a local level through its network of geographically dispersed

delivery teams made up of sales managers, resource managers and business

consultants. The Company has a staff of over 90 recruiting specialists located

in five regional locations who utilize an electronic recruiting database to

screen and qualify individuals who are available to work on CTG's clients'

information technology needs. The Company maintains a qualified database of

over 160,000 candidates available for assignments.
In the 1980's, CTG's growth strategy included expansion via geographic

acquisitions primarily in North America. The Company also completed two

acquisitions in Europe, one in 1986 and the other in 1990. In total, between

1979 and 1990, CTG acquired 21 firms ranging in size from $1 million to

approximately $30 million in revenue. CTG has not made an acquisition in the

last five years, but instead has focused on internal growth and divesting small

non-strategic businesses. Future growth will come from internal growth and

strategic investments.
International Business Machines Corporation (IBM) is CTG's largest

customer. CTG provides services to various IBM divisions in approximately 50

locations. In 1995, CTG was awarded a two year contract to be one of IBM's nine

national technical service providers. IBM accounted for $80 million or 23.7

percent of CTG's 1995 revenue, $68 million or 22.7 percent of CTG's 1994

revenue, and $80 million or 27.1 percent of CTG's 1993 revenue. The Company

expects to continue to derive a significant portion of its business from IBM in

1996 and to actively pursue new business with IBM. A significant decline in

revenues from IBM could have a material adverse impact on the Company's

revenues and profits. Because of the diversity of the projects performed for

IBM and the number of locations and divisions involved, the Company
2
3
believes the simultaneous loss of all IBM business is unlikely to occur. IBM

accounted for approximately 24.2 percent of North American revenue and 7.3

percent of European revenue during 1995. In addition, the Company continues to

expand its non-IBM business, which grew 11 percent or $25.8 million in 1995

compared to 1994.
In 1989, CTG entered into an agreement with IBM where IBM purchased

1,448,276 shares of CTG Series B Preferred Stock. On February 25, 1994, IBM

converted all of its CTG Series B Preferred Stock into common stock and CTG

repurchased 500,000 of its common shares from IBM for $3,515,000. This

repurchase reduced IBM's ownership of the Company to approximately 9.2 percent.

IBM subsequently sold 550,000 CTG common shares on the open market. The Company

and its Stock Employee Compensation Trust repurchased IBM's remaining 398,276

shares in December 1994 for $2,950,000.
The Company holds no patents, trademarks, or service marks other than

its registered name and logo. It has entered into agreements with various

software and hardware vendors from time to time in the normal course of

business, none of which are material to the business.

SERVICES

- --------
CTG operates in one area of the Information Technology (IT) industry,

the services area. Segment information is included in CTG's 1995 Annual Report

to Shareholders on page 24 and is incorporated herein by reference.
Most companies follow a continuous process to create business

solutions. The business solution life cycle begins with planning, as companies

design strategies to meet overall business objectives using IT. Planning is

followed by development, in which companies develop and implement IT solutions

using their newly devised plans. Finally, managing and maintaining ensure

systems and technologies are supported to preserve their effectiveness. CTG

provides services in each of these three areas as follows:
Business Consulting. Business Consulting focuses on the planning phase

of the IT life cycle. CTG's consultants help a customer develop the plan to

reengineer its business processes, assess its technology needs, and choose the

appropriate technology.
Development & Integration. Development & Integration supports the

implementation phase of the IT life cycle, including software package

implementation, application development, and client/server development.
Managed Support. Managed Support addresses the maintenance segment of

the IT life cycle. It encompasses service offerings such as operations and

network support (running or maintaining a customer's systems), application

support (maintaining a company's programs and documentation) and setting-up and

maintaining a Help Desk.

SALES AND MARKETING

- --------------------
CTG's marketing efforts span all strata of the organization, involving

virtually all of the Company's professionals.
On the corporate and regional level, management performs strategic,

tactical and operational sales planning to assess industry and customer needs

and target markets.
Customers are served by local teams, comprised of Sales Managers,

Business Consultants and Resource Managers who work together -- the first two

focused on identifying an engagement and the latter focused on finding

appropriate, high quality professionals for an engagement. Supporting these

local teams are sourcing specialists backed by a national electronic database

of professional computer consultants and programmers -- to improve

effectiveness at locating qualified IT candidates. In addition, Project

Managers are responsible for profitability, client satisfaction and risk

management in the project delivery of consulting offerings.
3
4
Sales Managers are full-time employees who receive a base salary and

are paid commissions based on objectives such as the amount and profitability

of the business they sell. Each Sales Manager is assigned a sales quota and is

paid in relationship to this quota. Sales Managers, and the professionals

serving our customers, continually seek to identify new opportunities with

existing and prospective customers. CTG publishes brochures that explain its

services, produces informative customer newsletters, advertises in trade

publications, participates in trade shows, and encourages employees to author

articles, which keeps the CTG name in front of clients.
The Internet and the World Wide Web (Web) are also key components of

the Company's communications infrastructure, called CTGNet. The Web is the

foundation of an ongoing knowledge exchange effort and the Company is currently

refining and building new Web functionality to continuously provide current

information to its customers, suppliers, investors and potential employees. The

Internet and the Web present important opportunities for new business and CTG

is currently developing Internet tools to support its clients. Internally, the

Company is at the leading edge of using the Internet to exchange knowledge. CTG

has been using the Internet and the Web for two years as a communications tool,

to connect wide-spread employees, and as a resource tool for recruiting,

marketing and service delivery.

PRICING AND BACKLOG

- -------------------
CTG provides the majority of its business on a time and materials

basis. Rates vary based on the type and level of skill required by the

customer. Consulting services are more specialized; therefore, they generally

command higher rates. Agreements for work performed on a per diem basis

generally do not specify any dollar amount because services are rendered on an

"as required" basis, and are subject to cancellation without penalty on thirty

days' notice.
The Company performs project business on either a fixed-price or time

and materials basis. These contracts generally have different terms and

conditions regarding cancellation and warranties, and are usually negotiated

based on the unique aspects of the project. Approximately 4 percent of the

Company's 1995 revenue is from fixed-price contracts accounted for under the

percentage of completion method, compared to 5 percent in 1994. Revenue from

all fixed price contracts, including those accounted for under the percentage

of completion method and managed support contracts, totaled 13 percent in 1995,

compared to 8 percent in 1994. As of December 31, 1995 and 1994, the backlog

for fixed-price and managed support contracts was approximately $51 million and

$55 million, respectively. Approximately 42 percent of the December 31, 1995

backlog is expected to be earned in 1996. Revenue is subject to seasonal

variations, with a minor downturn in months of high vacation and legal holidays

(July, August and December). The backlog is not seasonal.

COMPETITION

- -----------
The IT services market is highly competitive. The market is also

highly fragmented among many providers with no single competitor maintaining

clear market leadership. The Company's competition varies from city to city and

by the type of service provided. Competition comes from four primary channels:

a customer's internal data processing staff; small local firms or individuals

specializing in specific programming services or applications; hardware vendors

and suppliers of packaged software systems; and large national or international

vendors, including major accounting and consulting firms, which offer a variety

of development services to a broad spectrum of commercial customers. CTG

competes against all four of these for its share of the market.
Management believes the Company's customers have different buying

values. In order to compete for their business, the Company believes that it

must quickly respond to customers with high quality skills at a low cost,

utilizing CTG's strategic variable workforce. Customers demand the ability to

solve business problems, backed by a defined approach and experience. CTG's

organization is designed to allow it to compete in the IT services industry.
4


5

CTG has implemented a Total Quality Management Program, with a goal to

achieve continuous, measured improvements in services and deliverables. As part

of this program, CTG has developed specific methodologies for providing value

added services which result in unique solutions and specified deliverables for

its clients. The Company believes these methodologies will enhance its ability

to compete.

MANAGEMENT AND PROFESSIONAL STAFF

- ---------------------------------
As of December 31, 1995, CTG employed 5,014 people, of which 4,402

were professional technical staff.
CTG's long-term profitability and growth depend on its ability to

attract qualified information systems professionals with the skills to fulfill

customer requirements. Qualified systems engineers and professionals with

computer-related skills are in great demand and the Company faces considerable

competition in attracting such individuals. Competing employers include not

only computer-related professional services companies, but also businesses with

internal data processing staffs.
The Company offers several employment options to enable it to attract

professional staff. The Company pays its employees on either a salaried or

hourly basis. Management has developed a professional staff resources database.

This database provides a pipeline of quality professional resources to assist

management in providing customers with responsive, dependable and

cost-effective service to fulfill the needs required.
CTG's service agreements with its customers generally state that

neither party may hire the other's personnel for the term of the project and a

stated period thereafter. The Company's employees are required to sign

non-solicitation and non-disclosure agreements which state they will not accept

employment directly or indirectly with a customer or solicit or hire another

employee, for a specified period after termination of employment. The

agreements also provide that the employee will not use or disclose Company or

client confidential information. In addition, entry level staff who attend the

Company's systems training course and more experienced staff who complete new

technology training sign agreements to reimburse the Company for the cost of

the training if they voluntarily terminate their employment within a defined

period from the date the training program starts.
No employees are covered by a collective bargaining agreement or are

represented by a labor union. CTG is an equal opportunity employer.

TECHNICAL AND MANAGEMENT TRAINING

- ---------------------------------
For a services company, amounts spent on education and training for

staff to keep abreast of technology are similar to research and development

expense. CTG recognizes that its ability to remain competitive depends on its

ability to offer customers services that make the highest and best use of

emerging new technologies. The Company provides ongoing educational programs so

that its technical staff has the skills needed to respond to today's new

demands. Classroom and distributed training, using videos and computer-based

training courses, are utilized.
CTG also offers its employees management and sales training. These

courses offer the latest marketing and management practices and serve both as

refresher courses and as training vehicles to ensure that the technical staff

has the skills necessary for promotion. They also provide a forum for imparting

Company policies to ensure consistency in the quality of services throughout

the Company's organization.
CTG believes its training and continuing education programs keep its

technical staff current and provide the Company with the necessary management

and marketing personnel to support future growth. CTG invested approximately

$4.0 million, $4.4 million and $4.5 million, on education in 1995, 1994, and

1993, respectively, including compensation paid to technical staff while in

training.
5

6

FINANCIAL INFORMATION RELATING TO FOREIGN AND DOMESTIC OPERATIONS

- -----------------------------------------------------------------

(amounts in thousands)

1995 1994 1993

----- ---- ----
Revenue from Unaffiliated Customers

North America $ 306,156 $ 274,115 $ 266,150

European Community 33,251 27,444 29,315

----------- ----------- -----------
$ 339,407 $ 301,559 $ 295,465

=========== =========== ===========
Operating Income (Loss)

North America $ 12,300 $ (2,348) $ (14,529)

European Community 450 128 (14,838)

----------- ----------- ------------
$ 12,750 $ (2,220) $ (29,367)

=========== =========== ===========

Identifiable Assets

North America $ 61,771 $ 62,406 $ 67,088

European Community 13,280 10,510 13,202

Corporate and Other 29,715 22,574 28,281

----------- ----------- -----------
$ 104,766 $ 95,490 $ 108,571

=========== =========== ===========
6

7

Executive Officers of the Company

---------------------------------


Term Of Period During Other Positions

Office Which Served as And Offices with

Name and Age Office Expires Executive Officer(1) Registrant

- ------------ ------- ------- -------------------- ------------------
Gale S. Fitzgerald Chairman of 4-24-96 5-6-91 to date Director

45 the Board and

Chief Executive Officer
Richard A. Ballou Vice President 4-24-96 11-2-93 to date None

44
Charles A. Barbour Vice President 4-24-96 11-2-93 to date None

44
James R. Boldt Vice President 4-24-96 2-12-96 to date Treasurer

44 and Chief

Financial Officer
Louis J.F. Boyle Vice President 4-24-96 7-1-94 to date None

44
Janice M. Cole Vice President 4-24-96 11-2-93 to date None

50
Beatrice DeRocco Vice President 4-24-96 4-26-95 to date None

51
Michael E. Grich Vice President 4-24-96 2-9-95 to date None

47
Stephen A. Hoffman Vice President 4-24-96 11-16-90 to date None

43
Joseph G. Makowski Vice President 4-24-96 9-30-89 to date Secretary

42 and General

Counsel
Nico Molenaar Vice President 4-24-96 1-2-96 to date None

40
Mark V. Megregian Vice President 4-24-96 1-21-94 to date None

53
- ---------------

[FN]
(1) Business Experience

-------------------
Ms. Fitzgerald was appointed Chairman of the Board and chief executive

officer as of October 3, 1994 and President and chief operating officer as of

July 1, 1993. She joined the Company in May 1991 as Senior Vice President

responsible for the Company's Northeastern U.S. and Canadian operations. She

was previously Vice President, Professional Services at International Business

Machines Corporation (IBM), where she had worked for 18 years in various

management positions.
Mr. Ballou was promoted to Vice President in November 1993 and has

been employed by the Company for 12 years. He has held a variety of technical

and management positions and is presently responsible for the operations of the

Company's Mid-Atlantic and South regions.
7

8
Mr. Barbour was promoted to Vice President in November 1993 and has

been employed by the Company for 16 years. He has held a variety of

management positions and is presently responsible for the operations of the

Company's Mid-West region.
Mr. Boldt joined the Company as a Vice President in February 1996. He

was previously Vice President of Finance, Secretary and Chief Financial Officer

of Pratt and Lambert United, Inc., where he worked for 20 years in a variety of

management positions. He is currently responsible for the Company's Finance,

Accounting and Internal Audit functions.
Mr. Boyle joined the Company as an officer in July 1994, and currently

serves as Vice President and Chief Information Officer. He was Manager,

Northern New England Consulting Practice with Coopers & Lybrand from 1992 to

June 1994 and held a variety of technical consulting and management positions

prior to that.
Ms. Cole was promoted to Vice President in November 1993 and has been

employed by the Company since 1980. She has held a variety of technical and

management positions and is presently responsible for the operations of the

Company's Northeast region.
Ms. DeRocco joined the Company as a Vice President in April 1995.

She previously held a variety of management positions at IBM and is

presently responsible for the operations of the Company's West region.
Mr. Grich was promoted to Vice President in February 1995 and has been

employed by the Company since 1991. He has held a variety of sales and

management positions and is presently responsible for the operations of the

Company's Central region. Prior to joining the Company, he was employed by Cap

Gemini as Northeastern Director for Sales and Marketing. He also spent 20 years

with IBM where his last position was Branch Manager for IBM's Hartford

Professional Services office.
Mr. Hoffman was promoted to Vice President in November 1990 and is

currently responsible for the operations of the Company's National Delivery

Team, which focuses primarily on IBM. Prior to joining the Company in March

1990, he worked 13 years at IBM where his last position was IBM's Buffalo

branch manager.
Mr. Makowski was promoted to Vice President in September 1993. He

has served as Secretary and General Counsel since September 1989. He has

served as the Company's Corporate Counsel since 1985.
Mr. Molenaar was promoted to Vice President in January 1996 and has

been employed by the Company since 1988. He has held a variety of management

positions and is presently responsible for the Company's European operations.
Mr. Megregian joined the Company as an officer in January, 1994 and

currently serves as Vice President, Offerings and Performance. Most recently,

Mr. Megregian was an independent business consultant with KWR Information

Systems for two years. Prior to that, he was with IBM for 27 years where he had

held various management and technical positions.

ITEM 2. PROPERTIES

----------
The Company occupies a headquarters building (approximately 40,000

square feet) at 800 Delaware Avenue, Buffalo, New York, under a Lease Agreement

with the Erie County Industrial Development Agency (Agency), dated as of

September 1, 1978. At the end of the term of the Lease Agreement in 1996, the

Company has the right to purchase its headquarters building and the real

property on which it is situated for $1.00. Until such time, the building and

real property are encumbered by a mortgage held by the trustee for the

purchaser of the industrial revenue bond issued by the Agency to finance its

purchase of the building and real property.
8


9

The Company also occupies an office building at 700 Delaware Avenue,

Buffalo, New York under a Lease Agreement with the Agency, dated April 1, 1990.

The building consists of approximately 39,000 square feet and is occupied by

the Company's Buffalo sales office and corporate administrative operations. At

the end of the Lease Agreement in 2001, the Company has the right to purchase

the building and the real property on which it is situated for $10.00. There is

no mortgage on this building.
The Company also owns a 37,000 square foot building in Melbourne,

Florida and a 24,000 square foot office and operations facility in Pittsburgh,

Pennsylvania, which was financed by an industrial revenue bond.
Three of the four properties are currently on the market as the

Company looks for more efficient space. The buildings are still in use while

they are on the market, and the Company does not expect to incur a loss on the

sale of these buildings. The Melbourne, Florida building, with a net book value

of $1.8 million, is leased to a third party under a five year lease.
The remainder of the Company's locations are leased facilities. Most

of these facilities serve as sales and support offices and their size varies,

generally in the range of 1,000 to 12,000 square feet, with the number of

people employed at each office. The Company's lease terms generally vary from

periods of less than a year to five years and generally have flexible renewal

options. The Company believes that its present owned and leased facilities are

adequate to support its current and future needs.

ITEM 3. LEGAL PROCEEDINGS

-----------------
Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

---------------------------------------------------
Not applicable.
9

10

PART II

-------


ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS

--------------------------------------------------------------------
Information relating to the market and market prices of the Company's

Common Stock, the approximate number of Company shareholders and the Company's

dividend history for the past two years is included under the caption "Stock

Market Information" in the Company's Annual Report to Shareholders for the year

ended December 31, 1995, submitted herewith as an exhibit, and incorporated

herein by reference.

ITEM 6. SELECTED FINANCIAL DATA

-----------------------
A ten-year summary of certain financial information relating to the

financial condition and results of operations of the Company is included under

the caption "Consolidated Summary - Ten-Year Selected Financial Information" in

the Company's Annual Report to Shareholders for the year ended December 31,

1995, submitted herewith as an exhibit, and incorporated herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

---------------------------------------------------------------

RESULTS OF OPERATIONS

---------------------
Management's discussion and analysis of financial condition and

results of operations is included in the Company's Annual Report to

Shareholders for the year ended December 31, 1995, submitted herewith as an

exhibit, and incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

-------------------------------------------
The consolidated financial statements of the Company and the

supplementary data information are included in the Company's Annual Report to

Shareholders for the year ended December 31, 1995, submitted herewith as an

exhibit, and incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

---------------------------------------------------------------

FINANCIAL DISCLOSURE

--------------------
On October 16, 1995, the Company engaged KPMG Peat Marwick LLP (KPMG)

as the principal accountants to audit the Company's financial statements for

the fiscal year ending December 31, 1995, and dismissed Price Waterhouse LLP

(Price Waterhouse). The Company did not consult with KPMG regarding accounting

advice prior to its engagement.
Price Waterhouse had been engaged since 1977 as the principal

accountants to audit the Company's financial statements. Price Waterhouse's

report on the financial statements of the Company as of December 31, 1994 and

1993 and for the years then ended contained no adverse opinion or disclaimer of

opinion, and was not qualified or modified as to uncertainty, audit scope, or

accounting principles. Also, during the aforementioned period, there occurred

no "reportable event" within the meaning of Item 304(a)(1)(v) of Regulation S-K

of the Commission.
The decision to change accountants was approved by the Board of

Directors of the Company. During the Company's two most recent fiscal years and

any subsequent interim period preceding the dismissal, there were no

disagreements between the Company and Price Waterhouse on any matter of

accounting principles or practices, financial statement disclosure or auditing

scope or procedure, which if not resolved to the satisfaction of Price

Waterhouse would have caused Price Waterhouse to make reference to the subject

matter of the disagreement in connection with its report.
II-1 10


11

PART III

--------


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

---------------------------------------------------
The information in response to this item is incorporated herein by

reference to the information set forth on pages 2 and 5 in the Company's

definitive Proxy Statement filed pursuant to Regulation 14A and used in

connection with the Company's 1996 annual meeting of shareholders to be held on

April 24, 1996, except insofar as information with respect to executive

officers is presented in Part I, Item 1 hereof pursuant to General Instruction

G(3) of Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION

----------------------
The information in response to this item is incorporated herein by

reference to the information under the caption "Information about Management"

presented in the Company's definitive Proxy Statement filed pursuant to

Regulation 14A and used in connection with the Company's 1996 annual meeting of

shareholders to be held on April 24, 1996, excluding the Compensation Committee

Report on Executive Compensation and the Company's Performance Graph as set

forth in the Company's definitive Proxy Statement dated March 27, 1996.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

--------------------------------------------------------------
The information in response to this item is incorporated herein by

reference to the information under the caption "Security Ownership of the

Company's Common Shares by Certain Beneficial Owners and by Management"

presented in the Company's definitive Proxy Statement filed pursuant to

Regulation 14A and used in connection with the Company's 1996 annual meeting of

shareholders to be held on April 24, 1996, as set forth in the Company's

definitive Proxy Statement dated March 27, 1996.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

----------------------------------------------
The information in response to this item is incorporated herein by

reference to the information under the captions "Indebtedness of Management"

and "Compensation Committee Interlocks and Insider Participation" presented in

the Company's definitive Proxy Statement filed pursuant to Regulation 14A and

used in connection with the Company's 1996 annual meeting of shareholders to be

held on April 24, 1996, excluding the Compensation Committee Report on

Executive Compensation and the Company's Performance Graph as set forth in the

Company's definitive Proxy Statement dated March 27, 1996.
III-1 11

12


PART IV

-------


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

---------------------------------------------------------------
(A) Index to Financial Statements and Financial Statement Schedules

---------------------------------------------------------------
The 1995, 1994 and 1993 consolidated financial statements, and the

report of KPMG Peat Marwick LLP dated February 9, 1996, on the consolidated

balance sheet as of December 31, 1995 and the related consolidated statements

of income, shareholder's equity and cash flows for the year then ended,

appearing in the accompanying 1995 Annual Report to Shareholders, are

incorporated by reference in this Form 10-K Annual Report. With the exception

of the aforementioned information and the information incorporated in Parts I

and II, the 1995 Annual Report to Shareholders is not to be deemed filed as

  1   2   3   4   5   6   7   8

Share in:

Related:

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Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconU. S. Securities and exchange commission




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