SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____.
Commission file number 000-22973
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
CTB, INC. PROFIT SHARING PLAN
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
CTB INTERNATIONAL CORP.
STATE ROAD 15 NORTH
P.O. BOX 2000
MILFORD, INDIANA 46542-2000
<PAGE>
REQUIRED INFORMATION
Item 4. The Plan is subject to the Employee Retirement
Income Security Act of 1974 ("ERISA") and the Plan's
financial statements and schedules have been
prepared in accordance with the financial reporting
requirements of ERISA. Such financial statements
and schedules are included in this Report in lieu of
the information required by Items 1-3 of Form 11-K.
FINANCIAL STATEMENTS AND EXHIBITS
(a)Financial Statements:
Independent Auditors' Report
Financial Statements:
Statements of Net Assets Available for
Benefits as of December 31, 1998 and 1997
Statement of Changes in Net Assets Available for
Benefits for the Year Ended December 31, 1998
Notes to Financial Statements
Supplemental Schedules:
Item 27a - Form 5500 - Schedule of Assets Held for Investment
Purposes as of December 31, 1998 (Schedule I)
Item 27d - Form 5500 - Schedule of Reportable Transactions for
the Year Ended December 31, 1998 (Schedule II)
Item 27a - Form 5500 - Schedule of Investment Assets Both
Acquired and Disposed of Within the Plan Year (Schedule III)
(Supplemental schedules not listed are omitted due to the
absence of conditions under which they are required.)
(b) Exhibits
23 - Consent of Deloitte & Touche LLP
<PAGE>
INDEPENDENT AUDITORS' REPORT
CTB, Inc. Profit Sharing Plan:
We have audited the accompanying financial statements of CTB,
Inc. Profit Sharing Plan as of December 31, 1998 and 1997, and
for the year ended December 31, 1998, listed in the table of
contents. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all
material respects, the net assets available for benefits of the
Plan as of December 31, 1998 and 1997, and the changes in net
assets available for benefits for the year ended December 31,
1998 in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
accompanying supplemental schedules listed in the table of
contents are presented for the purpose of additional analysis and
are not a required part of the basic financial statements, but
are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These
schedules are the responsibility of the Plan's management. Such
schedules have been subjected to the auditing procedures applied
in our audit of the basic 1998 financial statements and, in our
opinion, are fairly stated in all material respects when
considered in relation to the basic financial statements taken as
a whole.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Chicago, Illinois
January 25, 2000
<PAGE>
CTB, INC. PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
ASSETS 1998 1997
<S> <S> <S>
INVESTMENTS - At fair value:
Collective investment funds $36,757,496 $27,941,937
U.S. Government securities 2,272,679 793,234
Common stock 10,908,290 13,937,468
Money market fund 1,787,046 1,866,901
----------- -----------
Total investments 51,725,511 44,539,540
RECEIVABLES:
Interest and dividends 43,069 24,822
Employer contributions 70,130 120,084
Employee contributions 49,546
Investment sales 1,963,658 1,266,411
----------- ----------
Total receivables 2,076,857 1,460,863
----------- ----------
Total assets 53,802,368 46,000,403
LIABILITIES
ACCOUNTS PAYABLE FOR PENDING
INVESTMENT PURCHASES 1,012,301 253,270
----------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS $52,790,067 $45,747,133
----------- -----------
----------- -----------
</TABLE>
See notes to financial statements.
<PAGE>
CTB, INC. PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1998
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Interest, dividend and other income $ 204,366
Net appreciation in fair value of
investments 7,372,920
Employer contributions 1,332,198
Employee contributions 1,677,349
Rollover contributions from
other plans 22,730
-----------
Total additions 10,609,563
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Payments to participants 3,351,172
Administrative expenses 215,457
-----------
Total deductions 3,566,629
-----------
NET INCREASE IN PLAN ASSETS 7,042,934
NET ASSETS AVAILABLE FOR BENEFITS -
Beginning of year 45,747,133
-----------
NET ASSETS AVAILABLE FOR BENEFITS -
End of year $52,790,067
-----------
-----------
See notes to financial statements.
<PAGE>
CTB, INC. PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1998
1. DESCRIPTION OF THE PLAN
The following brief description of the CTB, Inc. Profit
Sharing Plan (the "Plan") is provided for general
information purposes only. Participants should refer
to the Plan agreement for more complete information.
GENERAL - The Plan is a defined contribution plan for
all employees of CTB, Inc. (the "Company"), other than
temporary employees, who have attained age 18. It is
subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA").
ADMINISTRATION - A trustee appointed by the Company
maintains a separate fund for the Plan, invests
contributions, disburses funds to participants and
maintains individual members' accounts to which fund
assets are allocated. Plan administrative expenses are
paid by the Plan.
CONTRIBUTIONS - Employees may elect to contribute up to
16% of their total compensation to the Plan on a pretax
basis. Additional voluntary employee contributions may
be made during the year, but no income tax deduction is
allowed to the employee on these contributions.
Individual employee contributions cannot exceed certain
levels as prescribed by the Internal Revenue Code.
Upon authorization of the Company's Board of Directors,
the Company may make a matching contribution. The
Company's matching 401(k) contribution for 1998 was 50%
of the first 4% of base pay contributed per employee.
In addition to its matching contributions, the Company
may make discretionary contributions based upon the
Company's earnings. Company contributions of
approximately $920,000 in 1998 were made at the
discretion of the Company and approved by the Company's
Board of Directors.
Employees must direct their own contributions and the
Company's matching and discretionary contributions to
any or all of seven funds: a Managed Guaranteed
Investment Contract ("Magic") Fund, an Aggressive
Equity Fund, a Value Equity Fund, an Equity Index Fund,
a Government Bond Fund, a Government Money Market Fund
and CTB International Corp. (employer) Stock Fund.
Employees may change their investment options
quarterly.
PLAN FUNDING - The Company's discretionary
contributions and Plan earnings thereon and forfeitures
are allocated to the account of each participant based
on the ratio of each participant's compensation to
total annual compensation of all participants during
the year.
VESTING - Participants immediately vest in their
contributions and actual earnings thereon.
Participants vest in their allocated portion of the
Company's contributions and related Plan earnings based
upon length of service. Such vesting ranges from 20%
after three years of service to 100% after seven years
of service.
PARTICIPANT ACCOUNTS - Each participant's account is
credited with the participant's contributions and
withdrawals, as applicable, and allocations of (a)
Company contributions, and (b) Plan earnings, and
debited with an allocation of administrative expenses.
Allocations are based on participant earnings or
account balances, as defined. Forfeited balances of
terminated participants' nonvested accounts are
reallocated to the remaining participants. The benefit
to which a participant is entitled is the benefit that
can be provided from the participant's vested account.
PAYMENT OF BENEFITS - On termination of service, a
participant may elect to receive either a lump-sum
amount equal to the value of the participant's vested
interest in his or her account, or annual installments
over a ten-year period.
TERMINATION - The Company expects the Plan to continue
indefinitely, but has the right under the Plan to
discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA.
In the event the Company terminates the Plan, the
interest of all participants will be fully vested.
TAX STATUS - The Plan has obtained a determination
letter, dated May 14, 1996, in which the Internal
Revenue Service stated that the Plan, as then designed,
was in compliance with the applicable requirements of
the Internal Revenue Code. The Plan Administrator
believes that the Plan is currently designed and being
operated in compliance with applicable rules and
regulations. Therefore, no provision for income taxes
has been included in the Plan's financial statements.
2. ACCOUNTING POLICIES
The following are the significant accounting policies
followed by the Plan:
BASIS OF ACCOUNTING - The financial statements of the
Plan are prepared using the accrual method of
accounting.
INVESTMENT VALUATION AND INCOME RECOGNITION -
Investments in the Magic Fund, a collective investment
fund, are fully benefit responsive, and are therefore
valued at current participation unit value.
Investments in other collective investment funds are
stated at fair value based on closing prices of the net
assets of shares held by the Plan at year-end. Other
investments are stated at fair market value based upon
quoted market prices. Net appreciation (depreciation)
on investments for the year is reflected in the
Statement of Changes in Net Assets Available for
Benefits.
Purchases and sales of securities are recorded on a
trade-date basis. Interest income is recorded on the
accrual basis. Dividends are recorded on the ex-
dividend date.
3. INVESTMENTS EXCEEDING 5% OF NET ASSETS
The Plan's investments which exceeded 5% of net assets
available for benefits as of December 31, 1998 and 1997
are as follows:
DESCRIPTION OF INVESTMENT 1998 1997
Key Trust Company
of Indiana, NA:
Employee Benefit Value
Equity Fund $ 12,111,769 $ 8,988,768
Employee Benefit Equity
Index Fund 11,690,518 8,024,316
Magic Fund 12,955,209 10,928,853
4. INVESTMENT CONTRACTS WITH INSURANCE COMPANIES
The Magic Fund, a collective investment fund, enters
into contracts with various insurance companies. The
GIC investments held by the Fund represent deposits
which guarantee a stated interest rate for the term of
the contracts. The contracts are valued at contract
value as the contracts are fully benefit responsive.
As of December 31, 1998, the fair value of the
investment contracts approximates carrying value. The
annual effective yield of the contracts held by the
Magic Fund range from 5.27% to 5.63% for 1998.
<PAGE>
5. NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND
INFORMATION
Net assets available for benefits, with fund
information, as of December 31, 1998, are as follows:
<TABLE>
<CAPTION>
Aggressive Employer Value
Magic Equity Stock Equity
Fund Fund Fund Fund
<S> <C> <C> <C> <C>
Assets:
Investments, at
fair market
value:
Collective
investment
funds $12,955,209 $12,111,769
U.S. Government
securities
Common stock $ 9,892,237 $1,016,053
Money market
fund 347,553 322,721 54,570 308,752
----------- ----------- ---------- -----------
Total
investments 13,302,762 10,214,958 1,070,623 12,420,521
Receivables:
Interest and
dividends 62 8,334 74 57
Employer
contributions (107,811) 95,318 13,866 10,248
Investment
sales 1,963,658
----------- ----------- ---------- -----------
Total
receivables (107,749) 2,067,310 13,940 10,305
----------- ----------- ---------- -----------
Total assets 13,195,013 12,282,268 1,084,563 12,430,826
Liabilities:
Accounts payable
for pending
investment
purchases 347,552 38,750 308,751
----------- ----------- ---------- -----------
Total liabilities 347,552 38,750 308,751
----------- ----------- ---------- -----------
Net assets
available
for benefits $12,847,461 $12,282,268 $ 1,045,813 $12,122,075
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Government
Equity Government Money
Index Bond Market
Fund Fund Fund Total
<S> <C> <C> <C> <C>
Assets:
Investments, at
fair market
value:
Collective
investment
funds $11,690,518 $36,757,496
U.S. Government
securities $2,272,679 2,272,679
Common stock 10,908,290
Money market
fund 317,811 241,108 $194,531 1,787,046
----------- ---------- -------- -----------
Total
investments 12,008,329 2,513,787 194,531 51,725,511
Receivables:
Interest and
dividends 68 33,762 712 43,069
Employer
contributions (9,572) (11,397) 79,478 70,130
Investment
sales 1,963,658
----------- ---------- --------- -----------
Total
receivables (9,504) 22,365 80,190 2,076,857
----------- ---------- --------- -----------
Total assets 11,998,825 2,536,152 274,721 53,802,368
Liabilities:
Accounts payable
for pending
investment
purchases 317,248 1,012,301
----------- ---------- --------- -----------
Total liabilities 317,248 1,012,301
----------- ---------- --------- -----------
Net assets
available
for benefits $11,681,577 $ 2,536,152 $ 274,721 $52,790,067
----------- ----------- --------- -----------
----------- ----------- --------- -----------
</TABLE>
<PAGE>
Net assets available for benefits, with fund
information, as of December 31, 1997 are as follows:
<TABLE>
<CAPTION>
Aggressive Value Equity
Magic Equity Equity Index
Fund Fund Fund Fund
<S> <C> <C> <C> <C>
Assets:
Investments, at
fair market
value:
Collective
investment
funds $10,928,853 $8,988,768 $8,024,316
U.S.
Government
securities
Common stock $13,937,468
Money market
fund 409,073 618,811 337,633 298,491
----------- ----------- ---------- ----------
Total
investments 11,337,926 14,556,279 9,326,401 8,322,807
Receivables:
Interest and
dividends 20 12,154 42 21
Employer
contributions 30,201 40,708 24,807 22,041
Employee
contributions 10,752 16,627 10,539 9,934
Investment
sales 1,266,411
------------ ----------- ---------- ----------
Total
receivables 40,973 1,335,900 35,388 31,996
------------ ----------- ---------- ----------
Total assets 11,378,899 15,892,179 9,361,789 8,354,803
Liabilities:
Accounts
payable for
pending
investment
purchases 253,270
------------ ----------- ---------- ----------
Total liabilities 253,270
------------ ----------- ---------- ----------
Net assets
available for
benefits $11,378,899 $15,638,909 $9,361,789 $8,354,803
----------- ----------- ---------- ----------
----------- ----------- ---------- ----------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Government
Government Money
Bond Market
Fund Fund Total
<S> <C> <C> <C>
Assets:
Investments, at
fair market
value:
Collective
investment
funds $27,941,937
U.S.
Government
securities $793,234 793,234
Common stock 13,937,468
Money market
fund 76,511 $126,382 1,866,901
------- -------- -----------
Total
investments 869,745 126,382 44,539,540
Receivables:
Interest and
dividends 12,056 529 24,822
Employer
contributions 2,327 120,084
Employee
contributions 996 698 49,546
Investment
sales 1,266,411
------- -------- -----------
Total
receivables 15,379 1,227 1,460,863
-------- -------- -----------
Total assets 885,124 127,609 46,000,403
Liabilities:
Accounts
payable for
pending
investment
purchases 253,270
-------- -------- -----------
Total liabilities 253,270
-------- -------- -----------
Net assets
available for
benefits $885,124 $127,609 $45,747,133
-------- -------- -----------
-------- -------- -----------
</TABLE>
<PAGE>
6. CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND
INFORMATION
Changes in net assets available for benefits, with fund
information, as of December 31, 1998, are as follows:
<TABLE>
<CAPTION>
Aggressive Employer Value
Magic Equity Stock Equity
Fund Fund Fund Fund
<S> <C> <C> <C> <C>
Additions to net assets
attributable to:
Interest,
dividend and
other income $ 750 $ 85,638 $ 1,483 $ 930
Net
appreciation
in fair value
of investments 757,124 1,718,814 (76,271) 2,533,084
Employer
contributions 102,315 343,907 53,074 325,967
Employee
contributions 312,986 431,881 63,825 379,303
Rollover
contributions
from other
plans 9,168 3,981
----------- ----------- ---------- -----------
Total additions 1,173,175 2,589,408 42,111 3,243,265
Transfers (to)
from other
funds 889,393 (4,819,748) 1,006,066 358,590
Deductions from
net assets
attributed to:
Payments to
participants 567,025 1,012,763 1,174 806,750
Administrative
expenses 26,981 113,538 1,190 34,819
----------- ----------- --------- -----------
Total deductions 594,006 1,126,301 2,364 841,569
----------- ----------- --------- -----------
Net increase
(decrease) in
plan assets 1,468,562 (3,356,641) 1,045,813 2,760,286
Net assets
available for
benefits -
beginning of
year 11,378,899 15,638,909 9,361,789
----------- ----------- --------- -----------
Net assets
available for
benefits - end
of year $12,847,461 $12,282,268 $1,045,813 $12,122,075
----------- ----------- ---------- -----------
----------- ----------- ---------- -----------
</TABLE>
* * * * * *
<PAGE>
<TABLE>
<CAPTION>
Government
Equity Government Money
Index Bond Market
Fund Fund Fund Total
<S> <C> <C> <C> <C>
Additions to net
assets
attributable to:
Interest,
dividend and
other income $ 1,600 $ 102,779 $ 11,186 $ 204,366
Net
appreciation
in fair value
of investments 2,382,385 57,784 7,372,920
Employer
contributions 299,472 51,413 156,050 1,332,198
Employee
contributions 415,777 53,130 20,447 1,677,349
Rollover
contributions
from other
plans 5,186 4,395 22,730
----------- ---------- -------- -----------
Total additions 3,104,420 265,106 192,078 10,609,563
Transfers (to)
from other
funds 1,166,544 1,441,331 (42,176)
Deductions from
net assets
attributed to:
Payments to
participants 915,490 45,751 2,219 3,351,172
Administrative
expenses 28,700 9,658 571 215,457
----------- ---------- -------- -----------
Total deductions 944,190 55,409 2,790 3,566,629
----------- ---------- -------- -----------
Net increase
(decrease) in
plan assets 3,326,774 1,651,028 147,112 7,042,934
Net assets
available for
benefits -
beginning of
year 8,354,803 885,124 127,609 45,747,133
----------- ---------- -------- -----------
Net assets
available for
benefits - end
of year $11,681,577 $2,536,152 $274,721 $52,790,067
----------- ---------- -------- -----------
----------- ---------- -------- -----------
</TABLE>
<PAGE>
SCHEDULE I
CTB, INC. PROFIT SHARING PLAN
ITEM 27a - FORM 5500 - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
<TABLE>
<CAPTION>
Number of Historical
Units Description of Investment Fair Value Cost
<S> <C> <C> <C>
COLLECTIVE INVESTMENT FUNDS
Key Trust Company of Indiana, NA:
22,888 Employee Benefit Value Equity Fund $12,111,769 $ 5,924,786
23,679 Employee Benefit Equity Index Fund 11,690,518 6,624,314
990,422 Magic Fund 12,955,209 10,556,397
----------- -----------
Total collective investment funds 36,757,496 23,105,497
----------- -----------
UNITED STATES(U.S.)GOVERNMENT SECURITIES
150,000 Federal Home Loan Banks, 5% due 10/23/2001 149,554 150,000
150,000 Federal Home Loan Banks, 4.565%,
due 10/16/2000 148,946 149,984
300,000 U.S. Treasury Bonds, 6%, due 2/15/2026 327,234 317,668
75,000 U.S. Treasury Bonds, 6.5%, due 11/15/2026 87,281 74,601
425,000 U.S. Treasury Bonds, 5.5%, due 2/15/2008 450,500 436,042
80,000 U.S. Treasury Notes, 6.25%, due 2/15/2007 87,750 80,000
100,000 U.S. Treasury Notes, 7.875%, due 8/15/2001 107,812 103,281
100,000 U.S. Treasury Notes, 7.5%, due 11/15/2001 107,531 101,463
75,000 U.S. Treasury Notes, 7.25%, due 5/15/2004 84,059 74,468
225,000 U.S. Treasury Notes, 6.5%, due 10/15/2006 249,750 225,433
200,000 U.S. Treasury Notes, 5.75%, due 11/15/2000 203,874 200,784
115,000 U.S. Treasury Notes, 5.625%, due 12/31/1999 116,114 115,128
50,000 U.S. Treasury Notes, 5.5%, due 2/28/2003 51,508 51,688
100,000 U.S. Treasury Notes, 5.125%, due 8/31/2000 100,766 100,045
---------- ----------
Total United States (U.S.)
Government securities 2,272,679 2,180,585
---------- ----------
COMMON STOCK
7,375 Helen of Troy Ltd. 108,324 110,536
4,000 AAR Corp. 95,500 90,428
4,400 AT&T Corp. 333,300 290,689
5,585 American, Power Conversion Corp. 270,526 140,949
5,040 Applebees International Inc. 103,950 105,597
5,676 Baldor Electric Co. 114,939 98,074
7,020 Best Software Inc. 166,725 112,289
6,000 Blyth Industries Inc. 187,500 177,391
2,675 Bristol-Myers Squibb Co. 357,950 175,366
132,161 CTB International Corp.* 1,016,054 1,089,682
7,650 Cisco Systems, Inc. 710,019 363,787
7,550 Compaq Computer Corp. 317,100 213,216
6,425 Concord EFS., Inc. 272,259 115,334
5,875 EMC Corp. Mass 499,375 125,318
8,900 Eagle USA Airfreight, Inc. 218,050 115,036
7,225 Emerson Electric Co. 437,112 380,338
4,000 Ethan Allen Interiors, Inc. 164,000 197,225
4,000 General Cigar Holdings, Inc. 34,752 29,041
4,900 General Electric Co. 499,800 164,370
4,000 Halliburton Co. 118,500 119,158
10,825 I-Stat Corp. 81,188 79,131
6,530 Innovex, Inc. 89,447 126,000
2,175 Intel Corp. 257,875 166,050
7,000 Leggett & Platt, Inc. 154,000 121,523
4,000 Lowe's Cos., Inc. 204,752 158,907
6,000 MSC Industrial Direct Co., Inc. 135,750 143,787
2,200 Mercantile Bankshares Corp. 84,700 78,089
1,850 Minerals Technologies, Inc. 75,735 83,543
2,500 Mueller Industries, Inc. 50,783 53,393
6,800 Networks Associates, Inc. 450,500 248,889
4,450 Northern Trust Corp. 388,543 150,648
8,300 PeopleSoft, Inc. 157,185 144,212
10,025 Personnel Group of America, Inc. 175,437 121,325
5,000 Pier 1 Imports Inc. 48,440 68,554
6,225 Robert Half International Inc. 277,013 128,664
3,200 Schlumberger Ltd. 148,400 163,862
8,550 Staffmark Inc. 191,306 153,267
5,237 Staples, Inc. 228,794 58,336
4,000 Starbucks Corp. 224,500 103,056
8,950 Tyco International Ltd. 675,170 290,489
15,650 Tyson Foods, Inc. 332,563 302,621
3,200 Wal-Mart Stores, Inc. 260,602 115,469
3,925 Whole Foods Market, Inc. 189,872 156,704
----------- -----------
Total common stock 10,908,290 7,430,343
----------- -----------
MONEY MARKET FUND
Money Market Fund 1,787,046 1,787,046
----------- -----------
TOTAL ASSETS HELD FOR INVESTMENT $51,725,511 $34,503,471
----------- -----------
----------- -----------
*Party-in-interest
</TABLE>
<PAGE>
SCHEDULE II
CTB, INC. PROFIT SHARING PLAN
ITEM 27D - FORM 5500 - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Purchases Sales
---------------------- ------------------------
Description Number of Cost Number of Proceeds Gain (Loss)
Trans- Trans- on Securi-
actions actions ties
Sold
<S> <C> <C> <C> <C> <C>
Employee
Benefits Money
Market Fund 491 $25,654,967 381 $24,294,545
Employee
Benefit Equity
Index Fund 46 2,288,230 34 1,004,413 $391,840
Guaranteed
Interest Fund 48 2,222,346 42 953,116 160,467
Value Equity
Fund 49 1,797,816 36 1,203,785 577,424
S&P 500 Mutual
Fund 3 1,596,385 4 1,586,656 (12,231)
</TABLE>
<PAGE>
SCHEDULE III
CTB, INC. PROFIT SHARING PLAN
ITEM 27A - FORM 5500 - SCHEDULE OF INVESTMENT ASSETS BOTH ACQUIRED AND
DISPOSED OF WITHIN THE PLAN YEAR
YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Purchase Sale Shares/ Gain
Date Date Description Unit Cost Proceeds (Loss)
<S> <C> <C> <C> <C> <C> <C>
8/13/1998 S&P 500 Mutual Fund 5,000 $544,413
8/13/1998 S&P 500 Mutual Fund 3,000 326,825
8/13/1998 S&P 500 Mutual Fund 5,000 $544,891 $(1,453)
8/17/1998 S&P 500 Mutual Fund 3,000 327,040 (1,446)
9/02/1998 S&P 500 Mutual Fund 7,000 726,373
9/8/1998 S&P 500 Mutual Fund 3,000 311,553 (8,177)
9/18/1998 S&P 500 Mutual Fund 4,000 415,404 (1,153)
</TABLE>
<PAGE>
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities
Exchange Act of 1934, the trustees (or other persons who
administer the employee benefit plan) have duly caused this
annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
CTB, INC. PROFIT SHARING PLAN
By: CTB, Inc. Profit Sharing
Committee
Date: January 28, 2000
/S/ DON J. STEINHILBER
Don J. Steinhilber, Member
/S/ MICHAEL J. KISSANE
Michael J. Kissane, Member
/S/ MARK W. NEAL
Mark W. Neal, Member
/S/ RICHARD A. VAN PUFFELEN
Richard A. Van Puffelen,
Member
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EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration
Statement of CTB International Corp. on Form S-8 of our report
dated January 25, 2000, appearing in this Annual Report on Form
11-K of CTB, Inc. Profit Sharing Plan for the year ended December
31, 1998.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Chicago, Illinois
January 28, 2000
