<PAGE> 1
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 September 28, 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: 333-31187
W.R. CARPENTER NORTH AMERICA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 54-1049647
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1775 PARK STREET
SELMA, CALIFORNIA 93662
(Address of principal executive offices and zip code)
(209) 891-5344
(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 [ ] No [X]
At November 10, 1997, there were 55,000 shares of Class A common stock, $1.00
par value, and 5,000 shares of Class B common stock, $1.00 par value, of the
registrant issued and outstanding.
PAGE 1
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PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except par value)
<TABLE>
<CAPTION>
Jun 29 Sept 29 Sept 28
1997 1996 1997
(audited) (unaudited) (unaudited)
--------- ------------ -----------
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $77,345 $9,642 $77,472
Accounts receivable (net of allowance for doubtful 23,591 19,789 24,601
accounts of $364, $336, and $410 respectively)
Inventories 16,833 16,143 21,007
Prepaid expenses and other 1,773 1,604 1,660
Deferred income taxes 1,091 1,003 1,091
-------- ------- --------
Total current assets 120,633 48,181 125,831
Property, plant and equipment, net 42,143 36,085 49,187
Other assets 5,049 337 5,151
======== ======= ========
Total assets $167,825 $84,603 $180,169
======== ======= ========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Accounts payable $11,585 $10,029 $16,811
Accrued wages and employee benefits 2,224 2,714 2,357
Accrued interest 953 1,970 3,658
Other accrued expenses 6,196 2,760 5,569
Current portion of long-term debt 840 5,695 1,497
Note Payable - Related Party 0 13,466 0
Revolving line of credit 0 0 2,637
-------- ------- --------
Total current liabilities 21,798 36,634 32,529
Senior Subordinated Notes Payable 104,523 0 104,523
Long-term debt, net of current portion 8,521 23,705 7,974
Other long-term liabilities 3,817 2,996 4,262
Deferred income taxes 2,135 2,298 3,198
-------- ------- --------
Total liabilities $140,794 $65,633 $152,486
-------- ------- --------
Commitments and contingencies
Stockholder's equity
Common stock 60 60 60
Preferred stock 25 25 25
Additional paid-in capital 8,767 8,767 8,767
Cumulative currency translation adjustment (CTA) 2,084 2,084 2,084
Retained earnings (on July 3, 1994 a deficit of $31,395 was 16,095 8,034 16,747
eliminated due to a subsidiary's quasi-reorganization)
-------- ------- --------
27,031 18,970 27,683
-------- ------- --------
Total liabilities and stockholder's equity $167,825 $84,603 $180,169
======== ======= ========
</TABLE>
PAGE 2
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W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per-share data)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
------------------------
Sept 29 Sept 28
1996 1997
------- -------
<S> <S> <C>
Revenues
Equipment sales
New $24,323 $29,188
Used 623 521
Rental and services 5,814 7,325
------- -------
Total revenues 30,760 37,034
------- -------
Cost of Revenues
Equipment sales
New 16,960 21,032
Used 313 250
Rental and services 3,312 4,371
------- -------
Total cost of revenues 20,585 25,653
------- -------
Gross profit
Equipment sales
New 7,363 8,156
Used 310 271
Rental and services 2,502 2,954
------- -------
Total gross profit 10,175 11,381
------- -------
Operating expenses
Selling, general and administrative 4,208 5,662
Product liability 845 939
Research and development 1,180 1,385
------- -------
Total operating expenses 6,233 7,986
------- -------
Income from operations 3,942 3,395
Other income (expense)
Interest expense, net (858) (2,126)
Other expense (11) (185)
------- -------
Income before income taxes 3,073 1,084
Provision for income taxes (1,171) (432)
------- -------
Net income $1,902 $652
======= =======
Net income per common share $32 $11
======= =======
Weighted average number of common shares used to compute net income per share 60,000 60,000
======= =======
</TABLE>
PAGE 3
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W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
------------------------
Sept 29 Sept 28
1996 1997
------- -------
<S> <C> <C>
Cash flows from operating activities
Net income $ 1,902 $ 652
------- -------
Adjustments to reconcile net income to net cash provided (used) by operating
activities
Depreciation and amortization 1,358 1,779
Gain on disposition of property, plant and equipment (308) (272)
Changes in operating assets and liabilities
Accounts receivable (4,196) (1,010)
Current portion of net investment in lease 0 0
Inventories (842) (4,174)
Prepaid expenses and other assets 148 113
Deferred income taxes, net 1,193 1,063
Accounts payable (757) 5,224
Accrued expenses (50) 2,211
Other, net 457 320
------- -------
Total adjustments (2,997) 5,254
------- -------
Net cash (used) provided by operating activities (1,095) 5,906
------- -------
Cash flows from investing activities
Additions to property, plant and equipment (5,967) (8,673)
Proceeds from disposition of assets 554 473
Increase in notes and contracts receivable 0 0
Acquisitions, net of cash acquired 0 0
------- -------
Net cash used by investing activities (5,413) (8,200)
------- -------
Cash flows from financing activities
Proceeds from long-term debt 10,323 9,012
Repayment of long-term debt (5,340) (6,591)
Proceeds from senior subordinated notes 0 0
Repayment of note payable - related party 3 0
------- -------
Net cash provided by financing activities 4,986 2,421
------- -------
Net (decrease) increase in cash and cash equivalents (1,522) 127
Cash and cash equivalents at beginning of period 11,164 77,345
------- -------
Cash and cash equivalents at end of period $9,642 $77,472
======= =======
</TABLE>
PAGE 4
<PAGE> 5
W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements for the three months ended
September 28, 1997, have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they did not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Results of operations for the interim periods are not necessarily indicative of
the results that may be expected for a full year.
2. CONTINGENCIES
W.R. Carpenter North America, Inc. ("the Company") and its subsidiaries have
various product liability claims and suits pending. The Company's policy is to
defend each suit vigorously, regardless of the amount sought in damages.
Although the outcome of such litigation cannot be predicted with certainty, it
is the opinion of management, based on the advice of legal counsel and other
considerations, that all claims, legal actions, complaints and proceedings which
have been filed or are pending against the Company and its subsidiaries, as well
as possible future claims are adequately covered by reserves or insurance, and
are not expected to have a material adverse effect on the Company's consolidated
financial position.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Certain statements in this Quarterly Report on Form 10-Q include forward-looking
information within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and
are subject to the "safe harbor" created by those sections. These
forward-looking statements involve certain risks and uncertainties that could
cause actual results to differ materially from those in the forward-looking
statement. Such risks and uncertainties include, but are not limited to, the
following factors: substantial leverage of the Company; industrial cyclicality;
dependence on the construction industry; consolidation of the customer base;
dependence upon major customers; risks relating to growth; significance of new
product development; the need for continual capital expenditures; competition;
product liability; insurance; availability of product components; reliance on
suppliers; foreign sales; government and environmental regulation; labor
matters; holding company structure; restrictions under debt agreements;
fraudulent conveyance; and control by the sole stockholder.
RESULTS OF OPERATIONS
The following table sets forth for the periods indicated certain historical
income statement data derived from the Company's consolidated statements of
operations expressed in dollars and as a percentage of net revenue.
<TABLE>
<CAPTION>
Three Months Ended
--------------------------------------------------
September 28, 1997 September 29, 1996
------------------ ------------------
(Dollars in Thousands)
(Unaudited)
<S> <C> <C> <C> <C>
Revenue $37,034 100.0% $30,760 100.0%
Cost of revenue 25,653 69.3 20,585 66.9
Gross profit 11,381 30.7 10,175 33.1
Operating expenses 7,986 21.6 6,233 20.3
Operating income 3,395 9.2 3,942 12.8
Interest expense, net 2,126 5.7 858 2.8
Other expenses 185 0.5 11 0.0
Income taxes 432 1.2 1,171 3.8
Net income 652 1.8 1,902 6.2
EBIDTA 5,174 14.0 5,300 17.2
Depreciation and amortization 1,779 4.8 1,358 4.4
</TABLE>
SEGMENT OPERATIONS
The Company, through its wholly-owned subsidiaries, UpRight, Inc. ("UpRight")
and Horizon High Reach, Inc. ("Horizon"), manufactures, sells, rents and
services aerial work platform equipment to a diverse customer base.
UpRight is a leading manufacturer of aerial work platforms. Horizon is a leading
industrial equipment rental, sales and service company specializing in aerial
work platforms and is a significant customer of UpRight. Sales to Horizon
accounted for approximately 20.8% and 16.5% of UpRight's revenue for the three
months ended September 28, 1997 and September 29, 1996, respectively.
When equipment purchased from UpRight by Horizon is included in Horizon's rental
fleet, or held as sales inventory at the end of a reporting period, the gross
profit earned by UpRight on the sale of this equipment is eliminated from the
Company's consolidated Gross Profit. As Horizon's purchases of equipment for
rental fleet purposes vary by quarter, and the level of UpRight equipment held
in sales inventory by Horizon fluctuates by quarter, the resulting elimination
of Gross Profit on consolidation can cause consolidated Income from Operations
to fluctuate on a quarterly basis.
The Company believes its results of operations for its UpRight and Horizon
subsidiaries are most meaningful when analyzed from the perspective of two
arm's-length companies. The following table sets forth for the periods indicated
certain historical consolidating income statement data derived from the
Company's consolidated statements of operations expressed in dollars and as a
percentage of revenue.
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<TABLE>
<CAPTION>
Consolidating Statement of Operations
Three Months Ended
September 28, 1997
(Dollars in Thousands)
(Unaudited)
---------------------------------------------------------------------
Carpenter Horizon UpRight Eliminations Consolidated
------------ ---------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
REVENUES
New equipment sales $4,341 $31,355 $(6,508) $29,188
Used equipment sales 521 521
Rentals and services 7,325 7,325
------------ ---------- ----------- ---------- ------------
TOTAL REVENUES 12,187 31,355 (6,508) 37,034
------------ ---------- ----------- ---------- ------------
COST OF REVENUES
New equipment sales 3,432 22,675 (5,076) 21,031
Used equipment sales 251 251
Rentals and service 4,371 4,371
------------ ---------- ----------- ---------- ------------
TOTAL COST OF REVENUES 8,054 22,675 (5,076) 25,653
------------ ---------- ----------- ---------- ------------
GROSS PROFIT
New equipment sales 909 8,680 (1,432) 8,157
Used equipment sales 270 270
Rental and services 2,954 2,954
------------ ---------- ----------- ---------- ------------
TOTAL GROSS PROFIT 4,133 8,680 (1,432) 11,381
------------ ---------- ----------- ---------- ------------
% of sales 33.9% 27.7% 30.7%
INCOME FROM OPERATIONS
Selling, general and administrative $603 2,360 2,698 5,661
Product liability 939 939
Research and development 1,385 1,385
------------ ---------- ----------- ---------- ------------
Total operating expenses 603 2,360 5,022 7,986
============ ========== =========== ========== ============
INCOME FROM OPERATIONS (603) 1,773 3,658 (1,432) 3,395
% of sales 14.5% 11.7% 22.0% 9.2%
</TABLE>
<TABLE>
<CAPTION>
Consolidating Statement of Operations
Three Months Ended
September 29, 1996
(Dollars in Thousands)
(Unaudited)
---------------------------------------------------------------------
Carpenter Horizon UpRight Eliminations Consolidated
------------ ---------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
REVENUES
New equipment sales $3,700 $24,688 $(4,065) $24,323
Used equipment sales 623 623
Rentals and services 5,814 5,814
------------ ---------- ----------- ---------- ------------
TOTAL REVENUES 10,137 24,688 (4,065) 30,760
------------ ---------- ----------- ---------- ------------
COST OF REVENUES
New equipment sales 2,851 17,808 (3,699) 16,960
Used equipment sales 313 0 0 313
Rentals and service 3,312 0 0 3,312
------------ ---------- ----------- ---------- ------------
TOTAL COST OF REVENUES 6,476 17,808 (3,699) 20,585
------------ ---------- ----------- ---------- ------------
GROSS PROFIT
New equipment sales 849 6,880 (366) 7,363
Used equipment sales 310 0 0 310
Rental and services 2,502 0 0 2,502
------------ ---------- ----------- ---------- ------------
TOTAL GROSS PROFIT 3,661 6,880 (366) 10,175
------------ ---------- ----------- ---------- ------------
% of sales 36.1% 27.9% 33.1%
INCOME FROM OPERATIONS
Selling, general and administrative $231 1,993 1,984 0 4,208
Product liability 0 845 0 845
Research and development 0 1,180 0 1,180
------------ ---------- ----------- ---------- ------------
Total operating expenses 231 1,993 4,009 0 6,233
============ ========== =========== ========== ============
INCOME FROM OPERATIONS (231) 1,668 2,871 (366) 3,942
% of sales 16.5% 11.6% 9.0% 12.8%
</TABLE>
PAGE 7
<PAGE> 8
THREE MONTHS ENDED SEPTEMBER 28, 1997 COMPARED TO THREE MONTHS ENDED SEPTEMBER
29, 1996.
Revenue increased by 20.4% to $37.0 million in the three months ended September
28, 1997 from $30.8 million in the three months ended September 29, 1996. The
increase of $6.2 million was attributable to increased revenue from sales of new
equipment of $4.8 million (including sales of UpRight equipment by Horizon) and
increased rental and service revenue for Horizon of $1.5 million. New equipment
sales increased due primarily to the introduction of new products such as
UpRight's AB-46 boom product (released in February, 1997) and Horizon's sales of
forklift products. International sales increased by $1.0 million to $11.9
million in the three months ended September 28, 1997 compared to $10.9 million
in the three months ended September 29, 1996, but international sales as a
percentage of the Company's revenue declined from 45% to 38%. The increase in
rental and service revenue for Horizon is attributable to additional units in
the rental fleet and the inclusion of results from businesses acquired after the
first quarter in fiscal 1997.
Gross profit increased by $1.2 million, or 11.8%, to $11.4 million for the three
months ended September 28, 1997 from $10.2 million for the three months ended
September 29, 1996, while gross margin decreased to 30.7% in the three months
ended September 28, 1997 from 33.1% in the three months ended September 29,
1996. The increase in gross profit is attributable to higher revenue; however,
margins contracted due to: (1) Horizon's gross margin declining to 33.9% from
36.1% due to a higher percentage of total revenue from new equipment sales and
lower rental rates due to competitive pressures; and (2) the elimination on
consolidation of $1.4 million in gross profit on intercompany sales of equipment
from UpRight to Horizon which was included by Horizon in its rental fleet or
held as increased sales inventory in the three months ended September 28, 1997
compared to an elimination of $0.4 million in gross profit in the three months
ended September 29, 1996. The higher elimination is due to both a higher level
of intercompany sales and a higher percentage of these sales being included in
Horizon's rental fleet or held as sales inventory.
Operating expenses, consisting of selling, general and administrative expenses
(SG & A), product liability and research and development expenses, increased to
$8.0 million or 21.6% of revenue for the three months ended September 28, 1997
from $6.2 million or 20.3% of revenue for the three months ended September 29,
1996. SG & A expenses increased by $1.4 million to $5.7 million in the three
months ended September 28, 1997 and as a percentage of revenue increased to
15.3% from 13.7%. SG & A expenses increased due to higher sales, one-time costs
associated with the union election at UpRight in August 1997 and higher
corporate costs following the Company's issuance in June 1997 of its Senior
Subordinated Notes due 2007 ("Senior Subordinated Notes"). UpRight's permanent
employees at its Selma facility voted against unionization and certification of
the union at such election. As a percentage of revenue SG & A increased due to
one-time costs associated with the union election at UpRight and higher
corporate costs following the Company's issuance of its Senior Subordinated
Notes and the higher level of intercompany sales between UpRight and Horizon
which are eliminated on consolidation in the three months ended September 28,
1997 compared to the three months ended September 29, 1996. Product Liability
and Research and Development expenses were generally flat as a percentage of
revenue.
Interest expense, net of interest income, increased to $2.1 million for the
three months ended September 28, 1997 from $0.9 million for the three months
ended September 29, 1996 due to the Company's issuance of the Senior
Subordinated Notes.
Income tax for the three months ended September 28, 1997 was $0.4 million
compared to $1.2 million for the three months ended September 29, 1996. The
Company's effective tax rate was 40.0% for the three months ended September, 28,
1996 compared to 38.1% for the three months ended September 29, 1996.
Net income for the three months ended September 28, 1997 was $0.6 million, a
decrease of $1.3 million from net income of $1.9 million for the three months
ended September 1996, as a result of the factors described above.
CAPITAL RESOURCES AND LIQUIDITY
The Company's cash flow requirements are for working capital, capital
expenditures and debt service.
The Company's working capital was $95.9 million and $98.8 million at September
28, 1997 and June 29, 1997, respectively. The reduction in working capital is
due to the increase in accounts payable and accrued interest offsetting the
increase in accounts receivable and inventories. Inventories increased by $4.2
million in the three months ending September 28, 1997 due to UpRight commencing
production of additional models of its AB-46 boom lift, and increased sales
inventory held by Horizon.
The Company's debt was $116.6 million and $113.9 million at September 28, 1997
and June 29, 1997, respectively. Increased borrowings were due to Horizon
utilising its revolving line of credit during the three months ended September
28, 1997. Cash was $77.4 million and $77.3 million at September 28, 1997 and
June 29, 1997, respectively.
Net cash provided by operating activities was $5.9 million in the three months
ended September 28, 1997 and there was a usage of funds by operating activities
of $1.1 million in the three months ended September 29, 1996. The stronger cash
flow in the three months ended September 28, 1997 is primarily due to increased
accounts payable and accrued interest.
Net cash used in investing activities was $8.2 million and $5.4 million in the
three months ended September 28, 1997, and September 29, 1996, respectively.
Such cash was used primarily to fund the Company's capital expenditure program
associated with the expansion of UpRight's manufacturing facilities at Selma,
California and the upgrading and expansion of Horizon's rental fleet.
PAGE 8
<PAGE> 9
Net cash provided by financing activities was $2.4 million and $5.0 million in
the three months ended September 28, 1997 and September 29, 1996, respectively.
The Company paid no dividends in either period.
In addition to its cash on hand, the Company believes that internally generated
funds and amounts available to UpRight and Horizon under revolving credit
facilities are and will continue to be sufficient to satisfy its operating cash
requirements and planned capital expenditures. The Company may, however, require
additional capital through borrowings if the Company undertakes acquisitions.
SEASONALITY
The Company's revenue and operating results historically have fluctuated from
quarter to quarter, and the Company expects that they will continue to do so in
the future. These fluctuations have been caused by a number of factors,
including seasonal purchasing patterns of UpRight's customers and seasonal
rental patterns of Horizon's customers (principally due to the effect of weather
on construction activity). The operating results of any historical period are
not necessarily indicative of results for any future period.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable
PAGE 9
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PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The Company did not file any reports on Form 8-K during the quarter
ended September 28, 1997
(b) EXHIBITS. The following Exhibits are filed herewith and made a part
hereof:
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
- ------- -----------------------
<S> <C>
*3.1(i) Certificate of Incorporation of the Company, as amended.
*3.1(ii) Bylaws of the Company, as amended.
*4.1 Indenture, dated as of June 10, 1997, by and among the Company, the
Guarantors named therein and U.S. Trust Company of California, N.A.
*4.2 Registration Rights Agreement, dated as of June 10, 1997, by and among
the Company, the Guarantors named therein and the Initial Purchasers
named therein.
*4.3 Form of Original Global Note.
*4.4 Form of Exchange Global Note.
*10.1 Securities Purchase Agreement, dated as of June 4, 1997, by and among
the Company, the Guarantors named therein and the Initial Purchasers
named therein.
*10.2 Revolving Loan Agreement, dated October 16, 1996, between UpRight and
Union Bank of California.
*10.3 Industrial Lease, dated February 7, 1997, between A.L.L., a general
partnership, and UpRight.
*10.4 Lease, entered into as of November, 1995, by and between Townview
Partners, an Ohio partnership, and UpRight.
*10.5 Recourse Agreement, dated February 11, 1997, by and between Horizon and
American Equipment Leasing.
*10.6 Management Services Agreement, dated May 12, 1997, by and between
the Company and Griffin Group International Management Ltd.
*10.7 Lease, dated November 15, 1996, by and between Akzo Nobel Coatings,
Inc., and Horizon.
*10.8 Lease, dated January, 1997, by and between Morris Ragona and Joan
Ragona, and Horizon.
*10.9 Agreement of Lease, dated January 26, 1995, by and between Richard
V. Gunner and George Andros, and Horizon.
*10.10 Lease Agreement, executed November 10, 1989, by and between Trussel
Electric, Inc., and Up-Right, including Lease Extension Agreement dated
February 28, 1994, Lease Modification Agreement dated January 26, 1994,
and Notice of Option to Renew dated May 7, 1992.
*10.11 Lease Agreement (undated) by and between T.T. Templin and Horizon.
*10.12 Agreement of Lease, dated October 15, 1992, by and between Robert I.
Selsky and Up-Right Aerial Platforms, Assignment of Lease, dated June
1994, by and between Up-Right and Horizon and Consent to Assignment
dated July 15, 1994.
*10.13 Lease Agreement, dated April 27, 1990, by and between D.L. Phillips
Investment Builders, Inc., and Up-Right, together with Supplemental
Agreement to Lease, dated September 30, 1994, Assignment of Lease,
dated June 18, 1990, by and between D.L. Phillips Investment Builders,
Inc., and JMA, Ltd., Assignment of Lease dated June 1994, by and
between Up-Right and Horizon and Consent to Assignment dated July 15,
1994.
*10.14 Lease Renewal Agreement, dated October 19, 1992, between Ronald W.
Werner and UpRight.
*10.15 Lease, dated March 7, 1995, by and between BMB Investment Group and
Horizon.
27.1 Financial Data Schedule.
</TABLE>
- --------------------
* Incorporated herein by reference to the Company's Registration Statement on
Form S-4 (Reg. No. 333-31187), filed with the Securities and Exchange Commission
on July 14, 1997.
PAGE 10
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
W.R. CARPENTER NORTH AMERICA, INC.
Date: November 12, 1997
By: /s/ GRAHAM D. CROOT
-----------------------------------
Graham D. Croot
Chief Financial Officer
(Principal Financial Officer and
Duly Authorized Signatory)
PAGE 11
<PAGE> 12
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibits Description
- -------- -----------
<S> <C>
*3.1(i) Certificate of Incorporation of the Company, as amended.
*3.1(ii) Bylaws of the Company, as amended.
*4.1 Indenture, dated as of June 10, 1997, by and among the Company, the
Guarantors named therein and U.S. Trust Company of California, N.A.
*4.2 Registration Rights Agreement, dated as of June 10, 1997, by and among
the Company, the Guarantors named therein and the Initial Purchasers
named therein.
*4.3 Form of Original Global Note.
*4.4 Form of Exchange Global Note.
*10.1 Securities Purchase Agreement, dated as of June 4, 1997, by and among
the Company, the Guarantors named therein and the Initial Purchasers
named therein.
*10.2 Revolving Loan Agreement, dated October 16, 1996, between UpRight and
Union Bank of California.
*10.3 Industrial Lease, dated February 7, 1997, between A.L.L., a general
partnership, and UpRight.
*10.4 Lease, entered into as of November, 1995, by and between Townview
Partners, an Ohio partnership, and UpRight.
*10.5 Recourse Agreement, dated February 11, 1997, by and between Horizon and
American Equipment Leasing.
*10.6 Management Services Agreement, dated May 12, 1997, by and between
the Company and Griffin Group International Management Ltd.
*10.7 Lease, dated November 15, 1996, by and between Akzo Nobel Coatings,
Inc., and Horizon.
*10.8 Lease, dated January, 1997, by and between Morris Ragona and Joan
Ragona, and Horizon.
*10.9 Agreement of Lease, dated January 26, 1995, by and between Richard
V. Gunner and George Andros, and Horizon.
*10.10 Lease Agreement, executed November 10, 1989, by and between Trussel
Electric, Inc., and Up-Right, including Lease Extension Agreement dated
February 28, 1994, Lease Modification Agreement dated January 26, 1994,
and Notice of Option to Renew dated May 7, 1992.
*10.11 Lease Agreement (undated) by and between T.T. Templin and Horizon.
*10.12 Agreement of Lease, dated October 15, 1992, by and between Robert I.
Selsky and Up-Right Aerial Platforms, Assignment of Lease, dated June
1994, by and between Up-Right and Horizon and Consent to Assignment
dated July 15, 1994.
*10.13 Lease Agreement, dated April 27, 1990, by and between D.L. Phillips
Investment Builders, Inc., and Up-Right, together with Supplemental
Agreement to Lease, dated September 30, 1994, Assignment of Lease,
dated June 18, 1990, by and between D.L. Phillips Investment Builders,
Inc., and JMA, Ltd., Assignment of Lease dated June 1994, by and
between Up-Right and Horizon and Consent to Assignment dated July 15,
1994.
*10.14 Lease Renewal Agreement, dated October 19, 1992, between Ronald W.
Werner and UpRight.
*10.15 Lease, dated March 7, 1995, by and between BMB Investment Group and
Horizon.
27.1 Financial Data Schedule.
</TABLE>
- -------------------
* Incorporated herein by reference to the Company's Registration Statement on
Form S-4 (Reg. No. 333-31187), filed with the Securities and Exchange Commission
on July 14, 1997.
PAGE 12
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