UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. For the quarterly period ended March 31,1997
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. For the transition period from______ to _______
Commission file number: 333-17305
International Knife & Saw, Inc.
(Exact name of registrant as specified in its charter)
Delaware 57-0697252
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1299 Cox Avenue
Erlanger, Kentucky 41018
(Address of principal executive offices)
(606) 371-0333
(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 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
--- ---
As of April 30, 1997, there were 481,971 shares of the registrant's common stock
outstanding, all of which were owned by an affiliate of the registrant.
1
<PAGE>
International Knife & Saw, Inc. and Subsidiaries
Index
Page No.
--------
Part I. Financial Information
Item 1. Financial Statements
Consolidated Condensed Balance Sheets 3
Consolidated Condensed Statements of Income 5
Consolidated Condensed Statements of Cash Flows 6
Notes to Consolidated Condensed Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
Part II. Other Information
Item 1. Legal Proceedings 16
Item 2. Change in Securities 16
Item 3. Defaults Upon Senior Securities 16
Item 4. Submission of Matters to a Vote of Security Holders 16
Item 5. Other Information 16
Item 6. (a) Exhibits 16
(b) Reports on 8-K 16
Signatures 17
2
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
International Knife & Saw, Inc. and Subsidiaries
Consolidated Condensed Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
(in thousands)
Mar. 31, Dec. 31,
1997 1996
-------------------------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 11,891 $ 11,701
Accounts receivable, trade, less allowances for
doubtful accounts of $1,506 and $1,500 21,617 19,703
Inventories 28,513 28,546
Other current assets 2,805 2,830
-------------------------
Total current assets 64,826 62,780
Other assets:
Advances and investments 436 446
Goodwill 3,576 3,660
Debt issuance costs 3,854 3,967
Other noncurrent assets 1,448 1,650
-------------------------
9,314 9,723
Property, plant and equipment-net 27,816 28,772
=========================
Total assets $ 101,956 $ 101,275
=========================
</TABLE>
See accompanying notes.
3
<PAGE>
International Knife & Saw, Inc. and Subsidiaries
Consolidated Condensed Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
(in thousands)
Mar. 31, Dec. 31,
1997 1996
------------------------------
<S> <C> <C>
Liabilities and Shareholder's deficit
Current liabilities:
Notes payable $ 2,818 $ 4,732
Current portion of long-term debt 2,346 2,390
Accounts payable 6,893 5,796
Accrued liabilities 10,631 7,586
Due to parent (307) 1,523
---------------------------
Total current liabilities 22,381 22,027
Long-term debt, less current portion 94,223 92,953
Deferred income taxes 1,749 1,865
Other liabilities 1,923 1,903
---------------------------
Total liabilities 120,276 118,748
Minority interest 2,194 2,171
Shareholder's deficit:
Common stock, no par value - authorized-580,000
shares; issued - 526,904
shares; outstanding - 481,971 shares 5 5
Additional paid-in capital 10,153 10,153
Retained deficit (25,624) (26,146)
Cumulative foreign currency translation adjustment (1,616) (224)
Treasury stock, at cost (3,432) (3,432)
---------------------------
Total shareholder's deficit (20,514) (19,644)
===========================
Total liabilities and shareholder's deficit $101,956 $ 101,275
===========================
</TABLE>
See accompanying notes.
4
<PAGE>
International Knife & Saw, Inc. and Subsidiaries
Consolidated Condensed Statements of Income
(Unaudited)
<TABLE>
<CAPTION>
(in thousands, except per
share amounts)
Three months ended
March 31,
1997 1996
-------------------------
<S> <C> <C>
Net sales $ 30,508 $ 30,541
Cost of sales 20,894 21,288
------------------------
9,614 9,253
Selling, general and administrative
expenses 5,686 5,866
Other 98 -
------------------------
3,830 3,387
Other expenses (income):
Interest income (315) (97)
Interest expense 3,125 403
Sundry, net 66 98
Minority interest (6) (16)
------------------------
2,870 388
------------------------
Income before income taxes 960 2,999
Provision for income taxes 438 690
------------------------
Net income $ 522 $ 2,309
========================
Net income per common share $ 1.08 $ 4.79
</TABLE>
See accompanying notes.
5
<PAGE>
International Knife & Saw, Inc. and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
(in thousands)
Three months ended
March 31,
1997 1996
----------------------
Operating activities
<S> <C> <C>
Net income $ 522 $ 2,309
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,268 932
Deferred income taxes - 55
Gain on sale of fixed assets (16) (44)
Minority interest in loss of subsidiary (6) (16)
Changes in operating assets and liabilities net of effects
from purchases of operations:
Accounts receivable (1,925) (2,179)
Inventories (571) (2,297)
Accounts payable 1,281 (20)
Accrued liabilities 2,992 2,215
Other 100 (775)
----------------------
Net cash provided by operating activities 3,645 180
Investing activities
Purchases of operations, net of cash acquired - (282)
Purchases of fixed assets (629) (1,705)
Proceeds from sale of fixed assets 17 74
Decrease (increase) in notes receivables and other
assets 122 (1,733)
----------------------
Net cash used in investing activities (490) (3,646)
Financing activities
Increase (decrease) in amounts due to parent (1,830) 1,141
Increase in notes payable and long-term debt 234 2,369
Repayment of notes payable and long-term debt (346) (1,242)
Cash received from investment 10 189
----------------------
Net cash (used) provided by financing activities (1,932) 2,457
Effect of exchange rate on cash (1,033) (35)
----------------------
Increase (decrease) in cash and cash equivalents 190 (1,044)
Cash and cash equivalents at beginning of period 11,701 10,273
----------------------
Cash and cash equivalents at end of period $11,891 $ 9,229
======================
</TABLE>
See accompanying notes.
6
<PAGE>
International Knife & Saw, Inc. and Subsidiaries
Notes to Consolidated Condensed Financial Statements
(Unaudited)
(in thousands)
1. Basis of Presentation
The unaudited interim consolidated condensed financial statements contain all
adjustments, consisting of normal recurring adjustments, which are, in the
opinion of the management of International Knife & Saw, Inc. and its
consolidated subsidiaries, ("the Company"), necessary to present fairly the
consolidated financial position of the Company as of March 31, 1997 and the
consolidated results of operations and cash flows of the Company for the three
month periods ended March 31, 1997 and 1996, respectively. For comparative
purposes, sales and cost of sales for the three months ended March 31, 1996 have
been restated from amounts previously reported, with no impact on gross profit
or net income. Results of operations for the periods presented are not
necessarily indicative of the results for the full fiscal year.
These financial statements should be read in conjunction with the audited
consolidated financial statements and notes thereto for the year ended December
31, 1996. The consolidated condensed Balance Sheet at December 31, 1996, has
been derived from the audited consolidated financial statements at that date.
2. Notes Payable and Long-Term Debt
<TABLE>
<CAPTION>
Mar. 31, Dec 31,
1997 1996
-----------------------
<S> <C> <C>
Notes payable:
Notes payable on demand in Deutsche Marks to German
banks, issued under revolving credit agreements,
interest payable quarterly $637 $2,680
Notes payable on demand in Chinese Renminbi to Chinese
banks, issued under revolving credit agreements, interest
payable monthly 2,181 2,052
======================
$2,818 $4,732
======================
Long-term debt:
11-3/8% Senior Subordinated Notes due 2006 $90,000 $90,000
Notes payable in Deutsche Marks to a German bank 4,758 3,532
Note payable in Chinese Renminbi to a Chinese
bank 1,811 1,811
----------------------
96,569 95,343
Less current portion 2,346 2,390
======================
$94,223 $92,953
======================
</TABLE>
7
<PAGE>
International Knife & Saw, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(Unaudited)
(in thousands)
2. Notes Payable and Long-Term Debt (continued)
The 11 3/8 % Notes are senior subordinated indebtedness of the Company ranking
pari passu with all other existing and future senior subordinated indebtedness
of the Company. Dividend payments are restricted under the covenants of the
indenture in connection with the notes.
The notes payable of $4,758 have maturities that extend to 2003 at rates of 6.0%
to 6.5%. Land and building in Germany with a net book value of $3,884 are
pledged as collateral for the German revolving credit agreements and the German
bank notes payable.
The note payable of $1,811 matures in 1997 at a rate of 7.25%. Plant and
equipment in China with a net book value of $1,534 are pledged as collateral for
the Chinese revolving credit agreements and the Chinese bank note payable.
At March 31, 1997 and December 31, 1996, the Company had revolving credit
facilities totaling $25,000, all of which was unused at such dates. The
facilities require fees of 0.25% per annum on the total loan commitment.
8
<PAGE>
International Knife & Saw, Inc. and Subsidiaries
Notes to Consolidated Condensed Financial Statements (continued)
(Unaudited)
(in thousands)
3. Income Taxes
IKS Corporation, of which the Company is a wholly-owned subsidiary, files a
consolidated Federal income tax return which includes the Company. The Company's
provision for income taxes includes U.S. federal, state, and local income taxes
as well as non-U.S. income taxes in certain jurisdictions. The Company entered
1997 with non-U.S. net operating loss carryforwards ("NOLs") totaling
approximately $65 compared to $1,200 at the beginning of 1996. The deferred
income tax assets related to these NOLs were not realized at year end 1995 and
1996, because the Company concluded that it was more likely than not that these
NOLs would not be realized in certain non-U.S. jurisdictions in the future. In
1997, the Company expects that these NOLs will be realized in the future and has
provided for the recognition of these assets in the effective tax rate for 1997.
This factor, combined with additional non-U.S. operations incurring losses for
which no benefits are being recognized for the reasons noted above, results in a
consolidated effective tax rate that is greater than the statutory rate and
greater than the 1996 rate. The current and deferred tax expense and benefit for
the Company are recorded as if it files on a stand-alone basis. All participants
in the consolidated income tax return are separately liable for the full amount
of the taxes, including penalties and interest, if any, which may be assessed
against the consolidated group. The current provision for United States income
taxes is recorded to the intercompany account with IKS Corporation.
4. Inventories
Mar. 31, Dec. 31,
1997 1996
---------------------------
Purchased finished goods $ 4,426 $ 5,188
Manufactured finished goods 11,926 11,625
Work in process 4,532 4,519
Raw materials and supplies 7,629 7,214
---------------------------
$ 28,513 $ 28,546
===========================
5. Organization
The Company's operations are principally in the United States, Canada and
Germany representing 62%, 10% and 20% of net sales, respectively, for the
quarter ended March 31, 1997.
9
<PAGE>
International Knife & Saw, Inc. and Subsidiaries
Notes to Consolidated Condensed Financial Statements (continued)
(Unaudited)
(in thousands)
5. Organization (continued)
The following table summarizes the Company's United States, Canadian, and German
operations.
Three months ended
March 31,
-------------------
1997 1996
-------------------
United States Operations
Sales to unaffiliated companies $ 18,803 $ 18,207
Operating income 3,129 2,891
Assets 56,173 59,131
Capital expenditures 348 1,050
Depreciation and amortization 918 677
German Operations
Sales to unaffiliated companies 6,099 7,660
Operating income 428 330
Assets 23,659 21,111
Capital expenditures - -
Depreciation and amortization 169 112
Canadian Operations
Sales to unaffiliated companies 3,180 3,051
Operating income 253 216
Assets 8,355 9,171
Capital expenditures 7 45
Depreciation and amortization 76 43
Other Operations
Sales to unaffiliated companies 2,426 1,623
Operating income 20 (50)
Assets 13,769 11,862
Capital expenditures 274 610
Depreciation and amortization 105 100
10
<PAGE>
International Knife & Saw, Inc. and Subsidiaries
Notes to Consolidated Condensed Financial Statements (continued)
(Unaudited)
(in thousands)
6. Subsequent events
On April 9, 1997, the Company executed an agreement to purchase the assets of
Systi Matic Company and affiliated entities ("Systi Matic") for approximately
$6.4 million in cash and $1.1 million in assumed debt, subject to post-closing
adjustments. With annual sales of approximately $18.0 million, Systi Matic is
the largest U.S. producer of carbide edger saws and the largest independent
provider of stock saws for the secondary industry in North America. The
acquisition, which will be accounted for under the purchase method, was financed
from available cash balances. Additional consideration of approximately $1.2
million is contingent upon Systi Matic achieving certain annual earnings levels
and is payable quarterly over the next 12 months.
On April 18, 1997, the Company executed an agreement to purchase the assets of
Rolf Meyer Company ("Rolf Meyer") for approximately DM 9.1 million
(approximately $5.2 million) in cash and DM .4 million (approximately $.2
million) in assumed debt, subject to post-closing adjustments. Headquartered in
Germany, Rolf Meyer is a producer and specialist in knives and spare parts for
the printing industry, with annual sales of approximately DM 15.0 million
(approximately $8.7 million). The acquisition, which will be accounted for under
the purchase method, was financed from borrowings under the Company's existing
revolving credit facilities. Additional consideration of approximately DM 4.5
million (approximately $2.6 million at acquisition date) is contingent upon Rolf
Meyer achieving certain annual earnings levels and is payable annually over the
next 3 years.
11
<PAGE>
Item 2. Management's discussion and analysis of financial condition
and results of operations
The following discussion should be read in conjunction with the
Consolidated Financial Statements and related notes included in the Company's
Form 10-K as of and for each of the three years in the period ended December 31,
1996.
General
The Company is a global leader in the manufacturing, servicing and marketing of
industrial and commercial machine knives and saws. Together with its
predecessor, the Company has been manufacturing knives and saws for nearly 100
years, beginning in Europe and expanding its presence to the United States in
the 1960s. The Company operates on an international basis with facilities in
North America, Europe, Asia and Latin America and products sold in over 75
countries. The Company offers a broad range of products, used for various
applications in numerous markets.
Presence outside the U.S.
The Company's North American operations account for approximately 70%
of its net sales and 90% of its operating income while the Company's European
operations account for approximately 20% of its sales and 10% of its operating
income.
The Company's remaining net sales and operating income are spread
throughout Asia. Historically, the Company had focused its sales efforts in
North America and Europe, only recently establishing itself in other areas of
the world and has increased sales in these other markets from 1% in 1995 to 7.7%
of first quarter 1997 net sales. During 1994, 1995 and 1996, the Company entered
into joint ventures to establish itself in these emerging markets. Its 51% owned
China joint ventures began operating in January of 1996 and contributed $1.8
million to the Company's net sales for the first quarter of 1997.
The Company's operating results are subject to fluctuations in foreign
currency exchange rates as well as the currency translation of its foreign
operations into U.S. dollars. The Company manufactures products in the U.S.,
Germany, Canada and China and exports products to more than 75 countries. The
Company's foreign sales, the majority of which occur in European countries, are
subject to exchange rate volatility. In addition, the Company consolidates
German, Canadian and China operations and changes in exchange rates relative to
the U.S. dollar have impacted financial results. As a result, a decline in the
value of the dollar relative to these other currencies can have a favorable
effect on the profitability of the Company and an increase in the value of the
dollar relative to these other currencies can have a negative effect on the
profitability of the Company. In 1996, the weaker German Mark had the
translation effect of decreasing 1997 sales by approximately $.8 million with
minimal effect on net earnings. In addition, in the first quarter of 1997 there
was a decrease in shareholder's equity due to a $1.4 million change in the
foreign currency translation adjustment. In addition to the weaker German Mark,
the significant change in the foreign currency translation adjustment is due to
increased long term intercompany advances resulting from the paydown of $6.2
million of outstanding indebtedness of a German subsidiary in connection with
the issuance by the Company of $90 million in aggregate principal amount of 11
3/8% Senior Subordinated Notes due 2006 (the "Notes") on November 6, 1996 under
an indenture dated November 6, 1996 by and between the Company and the United
States Trust Company of New York, as trustee (the "Recapitalization"). The
Company has not historically hedged its foreign currency risk.
Results of Operations
As used in the following discussion of the Company's results of
operations, (i) the term "gross profit" means the dollar difference between the
Company's net sales and cost of sales and (ii) the term "gross margin" means the
Company's gross profit divided by its net sales.
12
<PAGE>
Quarter Ended March 31, 1997 Compared To Quarter Ended March 31, 1996
Net Sales: Net sales remained constant at $30.5 million for the first
quarters of 1997 and 1996, respectively. The Company experienced sales
improvements in its North American geographical marketing area which was more
than offset by decreased sales in Germany. Net sales for the North American
operations grew 3.8% to $22.1 million for the first quarter of 1997 from $21.3
million for the first quarter of 1996. The growth in North America was due to
the addition of new products and an increase in product sales by its service
centers. Net sales for the European operations declined 20.4% to $6.1 million
for the quarter ended March 31, 1997 from $7.7 million for the quarter ended
March 31, 1996. The effects of a weaker German Mark in the first quarter of 1997
compared to the first quarter of 1996 resulted in a translation effect that
accounted for $.8 million or 10.4% of the decrease in sales volume. The
remaining decrease in sales volume is attributable to severe competition from
small competitors trying to maintain market share. Net sales from the Company's
other foreign operations increased to $2.3 million from $1.6 million as the
majority of these operations commenced in the first quarter of 1996, the most
significant of these being the Company's new China joint ventures, which had net
sales of $1.8 million for the first quarter of 1997 compared to $1.1 million for
the first quarter of 1996.
Gross Profit: Gross profit increased to $9.6 million for the first
quarter of 1997 up from $9.3 million for the first quarter of 1996. Gross margin
increased to 31.5% in the first quarter of 1997 compared to 30.3% for the first
quarter of 1996. Gross profit from North American operations increased to $7.3
million for the first quarter of 1997 from $6.9 million for the first quarter of
1996 and gross margin increased to 33.0% from 32.4% for those same periods.
Gross profit from European operations decreased to $1.8 million for the first
quarter of 1997 from $1.9 million for the first quarter of 1996 while gross
margin increased to 29.5% from 24.7% for those same periods. The overall gross
margin improvement was a result of the increase in raw material pricing in the
second half of 1995 which continued to affect the Company in the first quarter
of 1996. In the second half of 1996, there was an increase in the number of
suppliers of tool steel, and prices for tool steel have decreased from the 1996
levels.
Selling, General and Administrative Expenses: Selling, general and
administrative expenses were $5.7 million for the first quarter of 1997 as
compared to $5.9 million for the first quarter of 1996 and decreased to 18.6% of
sales from 19.2% of sales for the respective periods.
Interest Expense, net: As expected, net interest expense increased to
$2.8 million for the first quarter of 1997 from $.3 million for the first
quarter of 1996 due to the issuance of $90 million of Notes in connection with
the Recapitalization in November 1996.
Income before income taxes: As expected, income before income taxes of
$1.0 million for the first quarter of 1997 was down significantly from the $3.0
million for the first quarter of 1996. Excluding the increase in net interest
expense of $2.5 million in the the first quarter of 1997 over the first quarter
of 1996 would have resulted in an increase in income before income taxes of
approximately $.5 million.
Income Taxes: The Company's provision for income taxes decreased to $.4
million for the first quarter of 1997 down from $.7 million for the same period
in 1996 while the Company's effective tax rate increased to 45.6% from 23.0% for
those same periods. The Company's 1996 effective tax rate was favorably affected
by increased profits in the Company's European operations for which no tax
provision was recorded because of the availability of a net operating loss carry
forwards ("NOLs") of which only $65,000 existed at the beginning of 1997. In
1997, due to the minimal amount of NOLs available to offset European income and
additional non-U.S. losses for which no benefits are being recognized because it
is more likely than not that they will not be realized in certain non-U.S.
jurisdictions, the 1997 effective tax rate exceeds the U.S. statutory rate and
the prior year consolidated effective tax rate.
Net Income: Net income decreased to $.5 million or $1.08 per share for
the first quarter of 1997 from $2.3 million or $4.79 per share for the first
quarter of 1996,as a result of the factors discussed above.
13
<PAGE>
Liquidity and Capital Resources
The Company's principal capital requirements are to fund working
capital needs, to meet required debt payments, and to complete planned
maintenance and expansion expenditures. The Company anticipates that its
operating cash flow, together with available borrowings of $25.0 million under
existing credit facilities, will be sufficient to meet its working capital
requirements, capital expenditure requirements and interest service requirements
on its debt obligations. As of March 31, 1997, the Company's total debt and
shareholder's deficit was $99.4 million and $20.5 million, respectively.
Net cash flow from operations aggregated $3.6 million for the first
quarter of 1997 as compared to $.2 million for first quarter of 1996. The
increase was primarily attributable to a $4.9 million reduction in working
capital needs offset by a $1.8 million decrease in net income and a $.3 million
increase in depreciation and amortization.
Cash used in investing activities for the first quarter of 1997 was $.5
million as compared to $3.6 million for the first quarter of 1996. Major
investment projects in the first three months of 1996 included equipment
acquisitions in China and the construction of a facility in Oregon .
Cash used by financing activities for the first quarter of 1997 was
$1.9 million as compared to cash provided of $2.5 million for the first three
months of 1996. The cash used by financing activities in the first quarter of
1997 primarily represents a decrease of $1.8 million in amounts due to parent
whereas the the cash provided by financing activities for the first quarter of
1996 primarily represents an increase in amounts due to parent of $1.1 million
and an increase in notes payable and long-term debt of $1.1 million.
Concurrent with the Recapitalization, the Company entered into a $20.0
million senior credit facility and its German subsidiary entered into a $5.0
million German credit facility. The Company did not draw upon these facilities
in connection with the Recapitalization or in the first quarter of 1997. The
Notes impose, and other debt instruments of the Company may impose, various
restrictions and covenants on the Company which could potentially limit the
Company's ability to respond to market conditions, to provide for unanticipated
capital investments or to take advantage of business opportunities.
14
<PAGE>
Subsequent events
On April 9, 1997, the Company executed an agreement to purchase the
assets of Systi Matic Company and affiliated entities ("Systi Matic") for
approximately $6.4 million in cash and $1.1 million in assumed debt, subject to
post-closing adjustments. The acquisition was financed from available cash
balances. Additional consideration of approximately $1.2 million is contingent
upon Systi Matic achieving certain annual earnings levels and is payable
quarterly over the next 12 months.
On April 18, 1997, the Company also executed an agreement to purchase
the assets of Rolf Meyer Company ("Rolf Meyer") for approximately DM 9.1 million
(approximately $5.2 million) in cash and DM .4 million (approximately $.2
million) in assumed debt, subject to post-closing adjustments. The acquisition
was financed from borrowings under the Company's existing revolving credit
facilities. Additional consideration of approximately DM 4.5 million
(approximately $2.6 million at acquisition date) is contingent upon Rolf Meyer
achieving certain annual earnings levels and is payable annually over the next 3
years.
The Company is currently involved in active discussions with other
potential acquisition candidates. If consummated, the consideration for such
acquisitions would likely be funded from its borrowing availability under
existing credit facilities. However, any material acquisitions could require the
Company to obtain additional sources of financing. There can be no assurance
that the Company will consummate any such acquisitions or, if consummated, the
timing thereof.
15
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is from time to time involved in legal proceedings arising
in the normal course of business. The Company believes there is no outstanding
litigation which could have a material impact on its financial position or
results of operations.
Item 2. Change in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
Exhibit
No. Description
--- -----------
3.1 Restated Certificate of Incorporation, as amended, of the
Company (incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-4,
Registration No. 333-17305)
3.2 By-laws of the Company (incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement on
Form S-4, Registration No. 333-17305)
4.1 Indenture dated as of November 6, 1996 between the Company
and United States Trust Company of New York, as Trustee
(incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-4,
Registration No. 333-17305)
4.2 Registration Rights Agreement dated as of November 6, 1996
among the Company, Schroder Wertheim & Co. Incorporated
and Smith Barney Inc. (incorporated by reference to
Exhibit 4.2 to the Company's Registration Statement on
Form S-4, Registration No. 333-17305)
4.3 Form of 113/8% Senior Subordinated Notes due 2006
(included in Exhibit 4.1)
27 Financial Data Schedule
(b) Reports on Form 8-K
None.
16
<PAGE>
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.
INTERNATIONAL KNIFE & SAW, INC.
By: /s/ John E. Halloran
--------------------------------------
John E. Halloran
President and Chief Executive Officer
By: /s/ William M. Schult
--------------------------------------
William M. Schult
Vice President-Finance, Chief
Financial Officer, Treasurer and
Secretary (Principal Financial and
Accounting Officer
May 13, 1997
17
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
--- -----------
3.1 Restated Certificate of Incorporation, as amended, of the
Company (incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-4,
Registration No. 333-17305)
3.2 By-laws of the Company (incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement on
Form S-4, Registration No. 333-17305)
4.1 Indenture dated as of November 6, 1996 between the Company
and United States Trust Company of New York, as Trustee
(incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-4,
Registration No. 333-17305)
4.2 Registration Rights Agreement dated as of November 6, 1996
among the Company, Schroder Wertheim & Co. Incorporated
and Smith Barney Inc. (incorporated by reference to
Exhibit 4.2 to the Company's Registration Statement on
Form S-4, Registration No. 333-17305)
4.3 Form of 113/8% Senior Subordinated Notes due 2006
(included in Exhibit 4.1)
27 Financial Data Schedule
18
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
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