<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C., 20549
FORM 10-Q/A
(AMENDMENT NO. 1)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended September 27, 1998.
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.)
801 S. PINE ST.
MADERA, CALIFORNIA 93637
(Address of principal executive offices and zip code)
(559) 662-3900
(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 [ ]
At November 10, 1998, 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
<PAGE> 2
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
Jun 28 Sept 28 Sept 27
1998 1997 1998
(audited) (unaudited) (unaudited)
----------------------------------------------------
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 63,669 $ 77,472 $ 53,285
Accounts receivable (net of allowance for doubtful 28,625 24,601 34,525
accounts of $410, $410, and $502, respectively)
Inventories 27,407 21,007 32,057
Prepaid expenses and other 2,995 1,660 2,446
Deferred income taxes 1,791 1,091 1,790
----------------------------------------------------
Total current assets 124,487 125,831 124,103
Property, plant and equipment, net 62,765 49,187 72,786
Other assets 9,407 5,151 9,216
====================================================
Total assets $ 196,659 $ 180,169 $ 206,105
====================================================
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Accounts payable $ 18,028 $ 16,811 $ 18,025
Other accrued expenses 11,778 11,584 15,438
Current portion of long-term debt 6,191 4,134 10,304
----------------------------------------------------
Total current liabilities 35,997 32,529 43,767
Senior Subordinated Notes Payable 104,571 104,523 104,583
Long-term debt, net of current portion 13,365 7,974 12,871
Other long-term liabilities 5,108 4,262 5,238
Deferred income taxes 2,928 3,198 3,111
----------------------------------------------------
Total liabilities $ 161,969 $ 152,486 $ 169,570
----------------------------------------------------
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
eliminated due to a subsidiary's quasi-reorganization) 23,754 16,747 25,599
----------------------------------------------------
34,690 27,683 36,535
====================================================
Total liabilities and stockholder's equity $ 196,659 $ 180,169 $ 206,105
====================================================
</TABLE>
Page 2
<PAGE> 3
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 28 Sept 27
1997 1998
---------------------------------
<S> <C> <C>
Revenues
Equipment sales
New $ 29,188 $ 40,567
Used 521 1,411
Rentals, Parts and Service 7,325 9,779
---------------------------------
Total revenues 37,034 51,757
---------------------------------
Cost of Revenues
Equipment sales
New 21,031 29,692
Used 251 881
Rentals, Parts and Service 4,371 5,978
---------------------------------
Total cost of revenues 25,653 36,551
---------------------------------
Gross profit
Equipment sales
New 8,157 10,875
Used 270 530
Rentals, Parts and Service 2,954 3,801
---------------------------------
Total gross profit 11,381 15,206
---------------------------------
Operating expenses
Selling, general and administrative 5,661 7,234
Product liability 939 450
Research and development 1,385 1,934
---------------------------------
Total operating expenses 7,985 9,618
---------------------------------
Income from operations 3,396 5,588
Other income (expense)
Interest expense, net (2,126) (2,693)
Other (expense) income (185) 8
---------------------------------
Income before income taxes 1,085 2,903
Provision for income taxes (432) (1,058)
---------------------------------
Net income $ 653 $ 1,845
=================================
Net income per common share $ 10.88 $ 30.75
=================================
Weighted average number of common shares used to
compute net income per share 60,000 60,000
=================================
</TABLE>
Page 3
<PAGE> 4
W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
---------------------------------
Sept 28 Sept 27
1997 1998
---------------------------------
<S> <C> <C>
Cash flows from operating activities
Net income $ 653 $ 1,845
---------------------------------
Adjustments to reconcile net income to net cash provided (used) by operating activities
Depreciation and amortization 1,779 2,725
Gain on disposition of property, plant and equipment (272) (530)
Changes in operating assets and liabilities
Accounts receivable (1,010) (5,900)
Inventories (4,174) (4,650)
Prepaid expenses and other assets 113 549
Deferred income taxes, net 1,063 261
Accounts payable 5,224 (3)
Accrued expenses 2,211 3,583
Other, net 319 348
---------------------------------
Total adjustments 5,253 (3,617)
---------------------------------
Net cash provided/(used) by operating activities 5,906 (1,772)
---------------------------------
Cash flows from investing activities
Additions to property, plant and equipment (8,673) (13,382)
Proceeds from disposition of assets 473 1,301
---------------------------------
Net cash used by investing activities (8,200) (12,081)
Cash flows from financing activities
Proceeds from long-term debt 9,012 4
Repayment of long-term debt (6,591) (612)
Borrowing from revolving line of credit -- 5,543
Repayments on revolving line of credit -- (1,466)
---------------------------------
Net cash provided by financing activities 2,421 3,469
---------------------------------
Net increase/ (decrease) in cash and cash equivalents 127 (10,384)
Cash and cash equivalents at beginning of period 77,345 63,669
---------------------------------
Cash and cash equivalents at end of period $ 77,472 $ 53,285
=================================
</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 27, 1998, 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 do 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.
Page 5
<PAGE> 6
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 27, 1998 September 28, 1997
--------------------------------- ----------------------------------
(Dollars in Thousands)
(Unaudited)
<S> <C> <C> <C> <C>
Revenue $ 51,757 100.0% $ 37,034 100.0%
Cost of revenue 36,551 70.6 25,653 69.3
Gross profit 15,206 29.4 11,381 30.7
Operating expenses 9,618 18.6 7,985 21.6
Operating income 5,588 10.8 3,396 9.2
Interest expense, net 2,693 5.2 2,126 5.7
Other (expenses)/income 8 0.0 (185) 0.5
Provision for income taxes 1,058 2.0 432 1.2
Net income 1,845 3.6 653 1.8
EBITDA 8,313 16.1 5,175 14.0
Depreciation and amortization 2,725 5.3 1,779 4.8
</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 17.0% and 20.8% of UpRight's revenue for the three
months ended September 27, 1998 and September 28, 1997, 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.
Page 6
<PAGE> 7
<TABLE>
<CAPTION>
Consolidating Statement of Operations
Three Months Ended
September 27, 1998
(Dollars in Thousands)
(Unaudited)
----------------------------------------------------------------------
Carpenter Horizon UpRight Eliminations Consolidated
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
REVENUES
New equipment sales $ 6,030 $ 41,591 $ (7,054) $ 40,567
Used equipment sales 1,411 1,411
Rentals, Parts and Service 9,779 9,779
------------ ------------ ------------ ------------ ------------
TOTAL REVENUES 17,220 41,591 (7,054) 51,757
------------ ------------ ------------ ------------ ------------
COST OF REVENUES
New equipment sales 4,910 30,866 (6,084) 29,692
Used equipment sales 881 881
Rentals, Parts and Service 5,978 5,978
------------ ------------ ------------ ------------ ------------
TOTAL COST OF REVENUES 11,769 30,866 (6,084) 36,551
------------ ------------ ------------ ------------ ------------
GROSS PROFIT
New equipment sales 1,120 10,725 (970) 10,875
Used equipment sales 530 530
Rentals, Parts and Service 3,801 3,801
------------ ------------ ------------ ------------ ------------
TOTAL GROSS PROFIT 5,451 10,725 (970) 15,206
------------ ------------ ------------ ------------ ------------
% of revenue 31.7% 25.8% 29.4%
INCOME FROM OPERATIONS
Selling, general and administrative $ 1,296 3,129 2,809 7,234
Product liability 450 450
Research and development 1,934 1,934
------------ ------------ ------------ ------------ ------------
Total operating expenses 1,296 3,129 5,193 9,618
============ ============ ============ ============ ============
INCOME FROM OPERATIONS (1,296) 2,322 5,532 (970) 5,588
% of revenue 13.5% 13.3% 13.8% 10.8%
</TABLE>
<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, Parts and Service 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, Parts 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
Rentals, Parts and Service 2,954 2,954
------------ ------------ ------------ ------------ ------------
TOTAL GROSS PROFIT 4,133 8,680 (1,432) 11,381
------------ ------------ ------------ ------------ ------------
% of revenue 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 7,985
============ ============ ============ ============ ============
INCOME FROM OPERATIONS (603) 1,773 3,658 (1,432) 3,396
% of revenue 14.5% 11.7% 22.0% 9.2%
</TABLE>
Page 7
<PAGE> 8
THREE MONTHS ENDED SEPTEMBER 27, 1998 COMPARED TO THREE MONTHS ENDED SEPTEMBER
28, 1997
Revenue increased by 40.0% or $14.8 million to $51.8 million in the three months
ended September 27, 1998, compared to revenue of $37.0 million in the three
months ended September 28, 1997. UpRight's revenue increased $10.2 million in
the three months ended September 27, 1998 compared to the three months ended
September 28, 1997 primarily as a result of increased sales of boom lifts and
large scissor lifts. Horizon's revenue increased $5.0 million in the three
months ended September 27, 1998 compared to three months ended September 28,
1997 primarily as a result of the inclusion of results from businesses acquired
subsequent to the first quarter of fiscal 1998 and rental fleet additions.
Gross profit for the three months ended September 27, 1998 was $15.2 million, an
increase of 33.3% or $3.8 million over gross profit of $11.4 million for the
three months ended September 28, 1997. However, gross margin decreased to 29.4%
in the three months ended September 27, 1998 compared to 30.7% in the three
months ended September 28, 1997 due to startup costs related to new product
introductions and increased pricing pressures.
Operating expenses, consisting of selling, general and administrative expenses
(SG&A), product liability and research and development expenses were $9.6
million in the three months ended September 27, 1998 compared to $8.0 million
for the same period last year. The increase in selling, general and
administrative expenses of $1.6 million is primarily due to higher selling and
marketing expense associated with increased sales activity. Product liability
expenses for the three months ended September 27, 1998 was $0.5 million compared
to $0.9 million for the three months ended September 28, 1997 due to a reduction
in claims. Research and development expenses increased by $0.5 million to $1.9
million for the three months ended September 27, 1998 compared to the same
period last year principally as a result of the development of UpRight's boom
lift product line. However, total operating expense as a percentage of revenue
for the three months ended September 27, 1998 was 18.6% compared to 21.6% for
the three months ended September 28, 1997.
Interest expense, net of interest income, increased to $2.7 million for the
three months ended September 27, 1998 from $2.1 million for the three months
ended September 28,1997 due to higher borrowing by UpRight and lower cash
balances.
Income tax for the three months ended September 27, 1998 was $1.1 million
compared to $0.4 million for the three months ended September 28,1997. The
Company's effective tax rate was 36.5% for the three months ended September 27,
1998 compared to 39.8% for the three months ended September 28,1997.
Net income for the three months ended September 27, 1998 was $1.8 million,
representing an increase of $1.1 million from net income of $0.7 million for the
three months ended September 28,1997, 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 $80.3 million and $88.4 million at September
27, 1998 and June 28, 1998, respectively. The reduction of working capital is
primarily due to a reduction in cash of $10.4 million.
The Company's outstanding debt was $127.8 million and $124.1 million at
September 27, 1998 and June 28, 1998, respectively. Increased borrowings were
due to UpRight's financing its capital expenditure of $3.5 million during the
three months ended September 27, 1998. Cash and cash equivalents were $53.3
million and $63.7 million at September 27, 1998 and June 28, 1998, respectively.
Net cash provided/(used) by operating activities was $(1.8) million in the three
months ended September 27, 1998 and $5.9 million in the three months ended
September 28, 1997. The decrease in net cash provided/(used) by operating
activities of $7.7 million is primarily related to an increase in trade
receivables as a result of higher revenue.
Cash used in the three months ended September 27, 1998 for the purchase of
property, plant and equipment totaled $13.4 million. This capital expenditure
was incurred to construct UpRight's new manufacturing facility in Madera,
California, buy new equipment for its Selma, California facility and upgrade and
expand Horizon's rental fleet.
Net cash provided by financing activities was $3.5 million and $2.4 million in
the three months ended September 27, 1998 and September 28, 1997, respectively.
The change in net cash provided by financing activities is primarily due to an
increase in a revolving bank line of credit. The Company paid no dividends in
either period.
The Company believes that, in addition to its cash on hand, 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.
Page 8
<PAGE> 9
YEAR 2000
The Year 2000 ("Y2K") issue is the result of computer programs being
written using two digits (i.e. "98") rather than four (i.e. "1998") to define
the applicable year. These programs treat years as occurring between 1900 and
the end of 1999 and do not self-convert to reflect the upcoming change in the
century. In addition, February, 2000 is a leap year at the end of a century, an
event that occurs only once every 400 years. If not corrected, computer
applications could fail or create erroneous results in date sensitive
applications.
Each of the Company, UpRight and Horizon has undertaken a program to
understand the nature and extent of the work required to make its respective
systems Y2K compliant. These programs encompass information systems, facilities
systems, vehicles, UpRight and Horizon's products and the readiness of UpRight
and Horizon's suppliers and customers. These programs include the following
phases: identification and assessment, compliance plan development, remediation
and testing, and contingency planning.
The objective of each of the Company, UpRight and Horizon is to become Y2K
compliant no later than June 28, 1999. Each of the Company, UpRight and Horizon
has already updated its information systems to be Y2K compliant. The Company
(including UpRight and Horizon) does not believe there to be any Y2K issue with
the products it sells, rents or services. Each of the Company, UpRight and
Horizon will be requesting written assurances from its respective suppliers to
confirm this.
The total cost of the Y2K project to date has not been material. Based on
its program to date, the Company does not expect that future costs of
modifications will have a material adverse effect on the Company's financial
position or results of operations. Because the Company expects that its internal
systems will become Y2K compliant in a timely manner, the Company believes that
the most reasonably likely worst case Y2K scenario would result from suppliers
or other third parties failing to achieve Y2K compliance. Depending upon the
number of third parties, their identity and the nature of the non-compliance,
the Y2K issue could have a material adverse effect on the Company's financial
position or results of operations. The Y2K project is expected to significantly
reduce the Company's level of uncertainty about the compliance and readiness of
third parties. The Company will have a contingency plan in place should any
problems occur in critical areas.
EURO CONVERSION
On January 1, 1999 certain countries of the European Union are scheduled
to establish fixed conversion rates between their existing currencies and one
common currency, the euro. The euro will then trade on currency exchanges and
may be used in business transactions. Beginning in January 2002, new
euro-denominated currencies will be issued and the existing currencies will be
withdrawn from circulation. The Company is currently evaluating the systems and
business issues raised by the euro conversion. These issues include the need to
adapt computer and business systems and equipment and the competitive impact of
cross-border transparency. The Company completed its preliminary estimate of the
potential impact likely to be caused by the euro conversion. Based on the
preliminary estimate, the Company has no reason to believe the euro conversion
will have a material impact on the Company's financial condition or results of
operation.
Page 9
<PAGE> 10
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
On July 14, 1998, in connection with a sales contract with a customer in
Germany, UpRight entered into a forward foreign exchange contract for the
purpose of managing its exposure to fluctuations in the value of the German
Deutsche Mark. At September 30, 1998, the fair value of this contract was
approximately $6.4 million. The maturity of this instrument is less than 12
months. The Company has not entered into this forward foreign exchange contract
for speculative or trading purposes. The Company's accounting policies for this
contract are based on the Company's designation of such contract as a hedging
transaction. Gains and losses on forward foreign exchange contracts are
recognized in income in the same period as gains and losses on the underlying
transactions. Since the Company has entered into this forward contract only as a
hedge, any change in currency rates would not result in any material gain or
loss, as any gain or loss on the underlying foreign currency denominated balance
would be offset by the gain or loss on the forward contract.
Page 10
<PAGE> 11
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS. The following Exhibits are filed herewith and made a part hereof:
Exhibit
Number Description of Document
------- -----------------------
*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.
*4.4 Form of Exchange Global Note.
*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 (i) 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.
**10.10 (ii) Lease Extension and Modification Agreement dated
September 3, 1998.
***10.10 (iii) Lease Extension and Modification Agreement dated
October 28, 1997.
*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.
*10.15 Lease, dated March 7, 1995, by and between BMB
Investment Group and Horizon.
**10.16 Lease Agreement dated December 31, 1997 by and
between William L. Morillon and Marie Anne Morillon
and Horizon High Reach, Inc.
**10.17 Revolving Loan Agreement, dated May 5, 1998, between
UpRight, Inc., and Union Bank of California.
**10.18 Equipment Financing Agreement, dated April 23, 1998,
between UpRight, Inc. and KeyCorp Leasing LTD.
***27.1 Financial Data Schedule.
Page 11
<PAGE> 12
- --------------------
* 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 11, 1997.
** Incorporated herein by reference to the Company's Annual Report on Form
10-K for the fiscal year ended June 28, 1998, filed with the Securities and
Exchange Commission on September 28, 1998.
*** Incorporated herein by reference to the Company's Quarterly Report on
Form 10-Q for the quarterly period ended September 27, 1998, filed with the
Securities and Exchange Commission on November 12, 1998.
(B) The Company did not file any reports on Form 8-K during the quarter ended
September 27, 1998.
Page 12
<PAGE> 13
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.
W.R. CARPENTER NORTH AMERICA, INC.
Date: February 8, 1999
By: /s/ Graham D. Croot
--------------------------------------
Graham D. Croot
Chief Financial Officer
(Principal Financial Officer and Duly
Authorized Signatory)
Page 13
<PAGE> 14
INDEX TO EXHIBITS
Exhibit
Number Description of Document
------- -----------------------
*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.
*4.4 Form of Exchange Global Note.
*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 (i) 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.
**10.10 (ii) Lease Extension and Modification Agreement dated
September 3, 1998.
***10.10 (iii) Lease Extension and Modification Agreement dated
October 28, 1997.
*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.
*10.15 Lease, dated March 7, 1995, by and between BMB
Investment Group and Horizon.
**10.16 Lease Agreement dated December 31, 1997 by and
between William L. Morillon and Marie Anne Morillon
and Horizon High Reach, Inc.
**10.17 Revolving Loan Agreement, dated May 5, 1998, between
UpRight, Inc., and Union Bank of California.
**10.18 Equipment Financing Agreement, dated April 23, 1998,
between UpRight, Inc. and KeyCorp Leasing LTD.
***27.1 Financial Data Schedule.
- --------------------
* 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 11, 1997.
** Incorporated herein by reference to the Company's Annual Report on Form
10-K for the fiscal year ended June 28, 1998, filed with the Securities and
Exchange Commission on September 28, 1998.
Page 14
<PAGE> 15
*** Incorporated herein by reference to the Company's Quarterly Report on
Form 10-Q for the quarterly period ended September 27, 1998, filed with the
Securities and Exchange Commission on November 12, 1998.
Page 15
