UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 28, 2001
Commission file number 1-5452
ONEIDA LTD.
(Exact name of Registrant as specified in its charter)
NEW YORK 15-0405700
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification Number
ONEIDA, NEW YORK 13421
(Address of principal executive offices) (Zip code)
(315) 361-3636
(Registrant's telephone number, including area code)
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 the number of shares outstanding of each of the issuer's classes of
common stock as of June 8, 2001: 16,441,881
2
ONEIDA LTD.
FORM 10-Q
FOR THE THREE MONTHS ENDED APRIL 28, 2001
INDEX
PART I FINANCIAL INFORMATION
Consolidated Statements of Operations
Consolidated Balance Sheets
Consolidated Statements of Changes in Stockholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Management's Discussion and Analysis of Financial Condition and Results
of Operations
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
3
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
(4)(a)(i) Amended and Restated Credit Agreement dated as of
April 27, 2001, between Oneida Ltd., The Chase
Manhattan Bank and the various lenders named in the
Agreement.
(ii) Collateral Agency and Intercreditor Agreement dated
as of April 27, 2001 between Allstate Life Insurance
Company, Allstate Insurance Company, Pacific Life
Insurance Company, The Chase Manhattan Bank and the
various lenders named in the Agreement.
(iii) Security Agreement dated as of April 27, 2001 between
Oneida Ltd., THC Systems, Inc., the subsidiaries of
Oneida Ltd. which are signatories to the Agreement
and The Chase Manhattan Bank, as collateral agent for
the Secured Parties named in the Agreement.
(iv) Amendment No. 1 to the Security Agreement dated as of
April 27, 2001 between Oneida Ltd., THC Systems,
Inc., the subsidiaries of Oneida Ltd. which are
signatories to the Agreement and The Chase Manhattan
Bank, as collateral agent for the Secured Parties
named in the Agreement. Amendment No. 1 is dated as
of April 27, 2001.
(v) Pledge Agreement dated as of April 27, 2001 between
Oneida Ltd., the subsidiaries of Oneida Ltd. which
are signatories to the Agreement and The Chase
Manhattan Bank, as collateral agent for the Secured
Parties named in the Agreement.
(vi) Amendment No. 1 to Amended and Restated Credit
Agreement dated as of April 27, 2001, between Oneida
Ltd., The Chase Manhattan Bank and the various
lenders named in the Agreement. Amendment No. 1 is
dated May 31, 2001.
(vii) 2001 Amended and Restated Note Purchase Agreement
dated as of May 31, 2001, between Oneida Ltd.,
Allstate Life Insurance Company and Pacific Life
Insurance Company.
(viii) 2001 Amended and Restated Note Purchase Agreement
dated as of May 31, 2001, between Oneida Ltd., THC
Systems, Inc., Allstate Life Insurance Company,
Allstate Insurance Company and Pacific Life Insurance
Company.
(b) During the quarter ended April 28, 2001 no Reports on
Form 8-K were filed by the Registrant.
SIGNATURES
4
ONEIDA LTD.
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
FOR THE
THREE MONTHS ENDED
(Thousands except per APR 28, APR 29,
share amounts) 2001 2000
-------- --------
NET SALES....................... $126,806 $118,201
COST OF SALES................... 85,281 72,446
------- -------
GROSS MARGIN.................... 41,525 45,755
OPERATING REVENUES.............. 408 262
------- -------
41,933 46,017
------- -------
OPERATING EXPENSES:
Selling, distribution and
administrative expenses...... 33,966 31,249
------- -------
INCOME FROM OPERATIONS.......... 7,967 14,768
OTHER EXPENSE (INCOME).......... 138 20
INTEREST EXPENSE................ 7,121 2,858
------- -------
INCOME BEFORE INCOME TAXES...... 708 11,890
PROVISION FOR INCOME TAXES...... 267 4,423
-------- -------
NET INCOME ............... ...... $ 441 $7,467
======== ======
EARNINGS PER SHARE OF COMMON STOCK:
Net income:
Basic....................... $.02 $.45
Diluted (NOTE 4)............ .02 .45
SHARES USED IN PER SHARE DATA:
Basic....................... 16,411 16,357
Diluted (NOTE 4)............ 16,497 16,472
CASH DIVIDENDS DECLARED......... $.05 $.10
See notes to consolidated financial statements.
5
ONEIDA LTD.
CONSOLIDATED BALANCE SHEET
APRIL 28, 2001 AND JANUARY 27, 2001
(Unaudited)
(Dollars in Thousands)
APR 28, JAN 27,
2001 2001
------- ------
ASSETS
CURRENT ASSETS:
Cash............................................... $4,450 $2,163
Accounts receivable, net of allowance for doubtful.
accounts of $3,239 and $3,072..................... 89,766 87,721
Other accounts and notes receivable................ 2,899 2,272
Inventories:
Finished goods.................................... 175,431 194,806
Goods in process.................................. 14,179 11,018
Raw materials and supplies........................ 17,374 10,064
Other current assets............................... 17,834 16,744
-------- ------
Total current assets............................ 321,933 324,788
-------- ------
PROPERTY, PLANT AND EQUIPMENT-At cost:
Property, plant and equipment...................... 247,357 247,955
Less accumulated depreciation...................... 136,832 135,508
-------- ------
Property, plant and equipment-net............... 110,525 112,447
-------- ------
OTHER ASSETS:
Intangible assets - net............................ 138,552 139,695
Deferred income taxes.............................. 23,670 22,833
Other assets....................................... 11,168 10,810
-------- ------
TOTAL.......................................... $605,848 $610,573
======== ========
See notes to consolidated financial statements.
6
ONEIDA LTD.
CONSOLIDATED BALANCE SHEET
APRIL 28, 2001 AND JANUARY 27, 2001
(Unaudited)
(Dollars in Thousands)
APR 28, JAN 27,
2001 2001
------- -----
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term debt............................... $12,232 $8,046
Accounts payable.............................. 33,577 33,097
Accrued liabilities........................... 43,914 55,582
Accrued income taxes.......................... 5,172 4,153
Dividends payable............................. 1,705 2,522
Current installments of long-term debt........ 8,762 9,239
-------- ------
Total current liabilities.................. 105,362 112,639
-------- ------
LONG-TERM DEBT................................. 289,554 282,815
-------- ------
OTHER LIABILITIES:
Accrued postretirement liability.............. 56,492 56,108
Accrued pension liability..................... 16,391 15,557
Other liabilities............................. 16,349 19,146
-------- ------
Total...................................... 89,232 90,811
-------- ------
STOCKHOLDERS' EQUITY:
Cumulative 6% preferred stock; $25 par
value; authorized 95,660 shares, issued
86,678 and 86,698 shares,
callable at $30 per share.................... 2,167 2,167
Common stock $1 par value; authorized
48,000,000 shares, issued 17,721,669
and 17,702,666 shares........................ 17,722 17,703
Additional paid-in capital.................... 83,103 82,956
Retained earnings............................. 57,081 57,495
Accumulated other comprehensive loss.......... (14,018) (11,423)
Less cost of common stock held in
treasury; 1,300,666 and 1,314,508 shares..... (24,355) (24,590)
--------- --------
Stockholders' Equity........................ 121,700 124,308
--------- --------
TOTAL..................................... $605,848 $610,573
========= ========
See notes to consolidated financial statements.
7
ONEIDA LTD.
CONSOLIDATED STATEMENT OF CHANGES
IN STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED APRIL 28, 2001
(Unaudited)
Add'l
Comp. Common Common Pref'd Paid-in Retained
Income Shares Stock Stock Capital Earnings
------------------------------------------------------
Balance at Jan 27, 2001.. 17,703 $17,703 $2,167 $82,956 $57,495
Stock plan activity, net. 19 19 147
Purchase/retirement of
Treasury stock, net...
Cash dividends declared
($.05 per share)...... (855)
Net income...............$ 441 441
Other comprehensive
loss.................. (2,595)
-------
Comprehensive loss...... $(2,154)
=======
-------------------------------------------
Balance at Apr 28, 2001.. 17,722 $17,722 $2,167 $83,103 $57,081
===========================================
Other Comp Treasury Unallocated
Income (Loss) Stock ESOP
-------------------------------------------------------
Balance at Jan 27, 2001.. $(11,423) $(24,590)
Stock plan activity, net.
Purchase/retirement of
Treasury stock, net... 235
Cash dividends declared
($.05 per share)......
Net loss.................
Other comprehensive
loss.................. (2,595)
Allocation of ESOP shares
----------------------------------------------------
Balance at Apr 28, 2001.. $(14,018) $(24,355)
====================================================
See notes to consolidated financial statements.
8
ONEIDA LTD.
CONSOLIDATED STATEMENT OF CHANGES
IN STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED APRIL 29, 2000
(Unaudited)
Add'l
Comp. Common Common Pref'd Paid-in Retained
Income Shares Stock Stock Capital Earnings
------------------------------------------------------
Balance at Jan 29, 2000.. 17,603 $17,603 $2,175 $81,887 $64,630
Stock plan activity, net. 27 27 428
Purchase/retirement of
Treasury stock, net.. (4)
Cash dividends declared
($.10 per share)...... (1,651)
Net income...............$ 7,467 7,467
Other comprehensive
income................ 85
-------
Comprehensive income.... $ 7,552
=======
----------------------------------------------
Balance at Apr 29, 2000.. 17,630 $17,630 $2,171 $82,315 $70,446
==============================================
Other Comp Treasury Unallocated
Income (Loss) Stock ESOP
-----------------------------------------------------
Balance at Jan 29, 2000.. $(11,790) $(19,712) ($1,486)
Stock plan activity, net.
Purchase/retirement of
Treasury stock, net.. (5,113)
Cash dividends declared
($.10 per share)......
Net loss.................
Other comprehensive
loss.................. 85
Allocation of ESOP shares
-----------------------------------------------------
Balance at Apr 29, 2000.. $(11,705) $(24,825) ($1,486)
=====================================================
See notes to consolidated financial statements.
9
ONEIDA LTD.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED APRIL 28, 2001 AND APRIL 29, 2000
(Unaudited)
(In Thousands)
FOR THE
THREE MONTHS ENDED
APR 28, APR 29,
2001 2000
------- -------
CASH FLOW FROM OPERATING ACTIVITIES:
Net income.......................................... $ 441 $ 7,467
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization...................... 4,536 3,744
Deferred taxes and other non-cash
charges and credits............................. (4,868) 779
Decrease (increase) in operating assets:
Receivables....................................... (2,672) (8,860)
Inventories....................................... 8,694 (11,454)
Other current assets.............................. 1,587 (2,822)
Other assets...................................... (594) (484)
Increase in accounts payable....................... 480 3,029
Decrease in accrued liabilities.................... (9,252) (1,610)
-------- -------
Net cash provided (used) by operating activities (1,648) (10,211)
-------- -------
CASH FLOW FROM INVESTING ACTIVITIES:
Property, plant and equipment expenditure-net....... (2,648) (4,072)
Other, net.......................................... (2) (197)
-------- -------
Net cash used in investing activities........... (2,650) (4,269)
-------- -------
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock.............. 166 454
Purchase of treasury stock.......................... 235 (5,117)
Increase in short-term debt-net..................... 4,186 21,025
Payment of long-term debt........................... (1,103)
Proceeds from issuance of long-term debt............ 6,263 101
Dividends paid...................................... (1,670) (1,651)
-------- -------
Net cash provided by financing activities....... 9,180 13,709
-------- -------
EFFECT OF EXCHANGE RATE CHANGES ON CASH............... (2,595) 85
-------- -------
NET INCREASE (DECREASE) IN CASH....................... 2,287 (686)
CASH AT BEGINNING OF YEAR............................. 2,163 3,899
-------- -------
CASH AT END OF PERIOD................................. $4,450 $3,213
======== =======
See notes to consolidated financial statements.
10
ONEIDA LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Thousands)
1. The statements for the three months ended April 28, 2001 and April 29, 2000
are unaudited; in the opinion of the Company such unaudited statements include
all adjustments (which comprise only normal recurring accruals) necessary for a
fair presentation of the results of such periods. The results of operations for
the three months ended April 28, 2001 are not necessarily indicative of the
results of operations to be expected for the year ending January 26, 2002. The
consolidated financial statements and notes thereto should be read in
conjunction with the financial statements and notes for the years ended in
January 2001 and 2000 included in the Company's January 27, 2001 Annual Report
to the Securities and Exchange Commission on Form 10-K and the Company's Form
8-K that was filed with the Securities and Exchange Commission on August 9,
2000.
2. The provision for income taxes is based on pre-tax income for financial
statement purposes with an appropriate deferred tax provision to give effect to
changes in temporary differences between the financial statements and tax bases
of assets and liabilities. The temporary differences arise principally from
restructuring charges, postretirement benefits, depreciation and other employee
benefits.
3. On June 13, 2000, the Company purchased all of the stock of Viners of
Sheffield, Ltd. (Viners), a London based marketer of flatware and cookware in
the United Kingdom, for approximately $25,000 in cash. On June 30, 2000, the
Company acquired all of the net assets of Sakura, Inc. (Sakura) a domestic
importer of consumer dinnerware, for approximately $40,000 in cash. On August 9,
2000, the Company completed the acquisition of the stock of Delco International
Ltd. (Delco), a leading foodservice tableware supplier for $60,000 in cash.
The above three acquisitions were recorded using the purchase method of
accounting and accordingly, their operating results have been included in the
Company's consolidated financial statements since their respective acquisition
dates. Excess purchase price over the net fair value of assets acquired
(including certain acquisition costs) totaled $114,732. These intangibles,
primarily goodwill, are being amortized over forty years using the straight line
method.
11
ONEIDA LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Thousands)
4. During the year ended January 27, 2001, the Company recorded restructuring
and unusual charges totalling $39,000. Included in this total was an inventory
writedown of $24,000 related to product rationalization as a result of recent
acquisitions as well as significant other stock keeping unit reductions. The
Company established a $24,000 inventory reserve in 2000, approximately half of
which was utilized through the most recent year end. In the first quarter of the
current year, another $4,900 of the reserve was utilized to dispose of excess
and discontinued product.
The remainder of the restructuring and unusual costs accrued of $15,000 related
primarily to the consolidation of sales, marketing, logistics and administrative
functions, realignment of product lines, "make versus buy" decisions and the
impairment of certain manufacturing and procurement assets. All assets
identified as impaired were written down by $5,000 to their net realizable value
in the prior year. Other restructuring payments made to date totaled $7,900, of
which $1,700 were paid in the current quarter.
There were no significant adjustments made to the original accruals for
restructuring and unusual charges.
5. Basic and diluted earnings per share are presented for each period in which a
statement of operations is presented. Basic earnings per share is computed by
dividing income less preferred stock dividends by the weighted average shares
actually outstanding for the period. Diluted earnings per share includes the
potentially dilutive effect of shares issuable under the employee stock purchase
and incentive stock option plans.
The following is a reconciliation of basic earnings per share to diluted
earnings per share for the three months ended April 28, 2001 and April 29, 2000:
Net Preferred Adjusted Earnings
Income Stock Net Income Average Per
(Loss) Dividends (Loss) Shares Share
-----------------------------------------------------------------------------
2001:
Basic earnings
per share.............. $441 $(32) $409 16,411 $.02
Effect of stock options. 86
Diluted earnings
per share.............. 441 (32) 409 16,497 .02
-----------------------------------------------------------------------------
2000:
Basic earnings
per share.............. 7,467 (33) 7,434 16,357 .45
Effect of stock options. 115
Diluted earnings
per share.............. 7,467 (33) 7,434 16,472 .45
-----------------------------------------------------------------------------
12
ONEIDA LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Thousands)
6. Included in the long-term debt caption on the balance sheet are various
senior notes. The note agreements relating thereto contain provisions which,
among other things require maintenance of certain financial ratios related to
levels of indebtedness, minimum net worth and interest coverage levels. The
covenants limit certain types of payments including dividends and investments.
At April 28, 2001, the maximum amount available for payment of dividends was
$3,700.
During the current quarter, the Company and its lenders negotiated revised
covenant levels and entered into a security agreement collateralizing the
Company's debt with all of the domestic assets (excluding real estate holdings)
of the Company and certain of its material domestic subsidiaries, as well as a
majority of its investment in Oneida UK Limited. The Company is currently in
compliance with all financial covenants.
7. The Company's operations and assets are in one principal industry; tableware
products. The Company's reportable segments are grouped around the manufacture
and distribution of three major product categories: metal tableware, china
dinnerware and glass tabletop products. The Company also distributes a variety
of other tabletop accessories. These products are sold directly to a broad base
of retail outlets including department stores, mass merchandisers, Oneida Home
stores and chain stores. Additionally, these products are sold to special sales
markets, which include customers who use them as premiums, incentives and
business gifts. The Company also sells directly or through distributors to
foodservice operations worldwide, including hotels, restaurants, airlines,
cruise lines, schools and healthcare facilities. The Company's operations are
located in the United States, Canada, Mexico, Italy, Australia, The United
Kingdom and China.
Sales by reportable segment for the first quarter of 2001 and 2000 were as
follows:
(000)
-----
Metal Dinnerware Glass Other Total
------------------------------------------------
2001 Net Sales $83,500 $33,900 $7,900 $1,506 $126,806
2000 Net Sales $79,600 $29,100 $8,300 $1,201 $118,201
13
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Quarter ended April 28, 2001 compared with
the quarter ended April 29, 2000
(In Thousands)
Operations
Net Sales by Product Line:
Three Months Ended
----------------------------
2001 2000 % Change
------- ------- --------
Metal products....... $ 83,500 $79,600 4.9
Dinnerware Products.. 33,900 29,100 16.5
Glass products....... 7,900 8,300 (4.8)
Other Products....... 1,506 1,201 25.3
-------- -------- ----
Total............... $126,806 $118,201 7.3
======== ======== ====
Quarterly Review
Consolidated net sales for the quarter ended April 28, 2001 increased $8,605
over the same period a year ago. The increase in metal and dinnerware product
sales is attributable to the acquisition of the Viners and Delco flatware lines
and the Sakura dinnerware product line in 2000. The current quarter sales were
hampered by continued softness in product demand throughout the Company's
consumer markets.
Gross margin as a percentage of net sales was 32.7% in the first quarter of 2001
as compared to 38.7% for the same period of 2000. The decrease in gross margin
this quarter is related to the above referenced downturn in consumer product
sales in 2001. In addition to negatively affecting product mix, this demand
softness necessitated a decrease in domestic manufacturing levels to better
match incoming orders. This resulted in overhead variances and plant utilization
inefficiencies.
Total operating expenses increased by $2,717, or 8.7%, from the same quarter
last year due to the inclusion of the three acquisitions that took place in the
second and third quarters of 2000. As a percentage of sales, operating expenses
rose slightly over the same quarter last year. At the end of the current
quarter, the operations of Delco were fully integrated into Oneida's existing
foodservice operation. This should result in reductions of operating expenses as
a percentage of net sales on an ongoing basis.
During the second and third quarters of 2000, the Company recorded restructuring
and unusual charges totaling $39,000. Included in this total was an inventory
writedown of $24,000 related to product rationalization as a result of recent
acquisitions as well as significant other stock keeping unit reductions. The
Company established a $24,000 inventory reserve in 2000, approximately half of
which was utilized through the most recent year end. In the first quarter of the
current year, another $4,900 of the reserve was utilized to dispose of excess
and discontinued product.
14
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Quarter ended April 28, 2001 compared with
the quarter ended April 29, 2000
(In Thousands)
The remainder of the restructuring costs accrued of $15,000 related primarily to
the consolidation of sales, marketing, logistics and administrative functions,
realignment of product lines, "make versus buy" decisions and the impairment of
certain manufacturing and procurement assets. All assets identified as impaired
were written down by $5,000 to their net realizable value in the prior year.
Other restructuring payments made to date totaled $7,900, of which $1,700 was
paid in the current quarter.
No significant adjustments are required to the original accruals for
restructuring and unusual charges.
Interest expense, prior to capitalized interest, was $7,212 for the quarter
ended April 28, 2001, an increase of $4,139 from the first quarter of 2000. This
increase is due to higher average borrowings incurred in the current quarter.
The increase in debt levels is attributable to the funding of the acquisitions
made by the Company in 2000.
Liquidity & Financial Resources
A prime objective of the Company in 2001 is to strengthen its balance sheet and
reduce debt. During the first quarter of 2001, significant progress was made
toward these goals. Inventories were decreased by $9,000 during the quarter. The
Company spent approximately $2,600 on capital projects focused primarily on its
manufacturing facilities and retail fixturing. Capital spending for the
remainder of 2001 is anticipated to be approximately $6,400.
Included in the long-term debt caption on the balance sheet are various senior
notes. The note agreements relating thereto contain provisions which, among
other things require maintenance of certain financial ratios related to levels
of indebtedness, minimum net worth and interest coverage levels. The covenants
limit certain types of payments including dividends and investments. At April
28, 2001, the maximum amount available for payment of dividends was $3,700.
During the current quarter, the Company and its lenders negotiated revised
covenant levels and entered into a security agreement collateralizing the
Company's debt with all of the domestic assets (excluding real estate holdings)
of the Company and certain of its material domestic subsidiaries, as well as a
majority of its investment in Oneida UK Limited. The Company is currently in
compliance with all financial covenants.
Management believes there is sufficient liquidity to support the Company's
ongoing funding requirements from future operations as well as the availability
of bank lines of credit. Working capital was $216,571 as of April 28, 2001.
15
Forward Looking Information
With the exception of historical data, the information contained in this Form
10-Q, as well as those other documents incorporated by reference herein, is
forward-looking. For the purposes of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995, the Company cautions readers that
changes in certain factors could affect the Company's future results and could
cause the Company's future consolidated results to differ materially from those
expressed herein. Such factors include, but are not limited to: general economic
conditions in the Company's markets; difficulties or delays in the development,
production and marketing of new products; the impact of competitive products and
pricing; certain assumptions related to consumer purchasing patterns;
significant increases in interest rates or the level of the Company's
indebtedness; major slowdowns in the retail, travel or entertainment industries;
the loss of several of the Company's major customers; under utilization of the
Company's plants and factories; the amount and rate of growth of the Company's
selling, general and administrative expenses.
16
ONEIDA LTD
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
APRIL 28, 2001
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ONEIDA LTD
(Registrant)
Date: June 12, 2001 /s/ GREGG R. DENNY
------------------
Gregg R. Denny
Chief Financial Officer
STATEMENT OF DIFFERENCES
------------------------
The section symbol shall be expressed as ............................. 'SS'
The less-than-or-equal-to sign shall be expressed as.................. <=