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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 JUNE 30, 2000 COMMISSION FILE NO. 1-3462
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _______ TO _______
CARLYLE INDUSTRIES, INC.
------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-1574754
------------------------------- -------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
ONE PALMER TERRACE 07072
---------------------------------------- ----------
CARLSTADT, NJ (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (201) 935-6220
FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST
REPORT:
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.
[X] YES [ ] NO
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.
AS OF AUGUST 1, 2000, 13,934,858 SHARES OF COMMON STOCK WERE OUTSTANDING.
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Page 1 of 15
<PAGE>
CARLYLE INDUSTRIES, INC.
ONE PALMER TERRACE
CARLSTADT, NJ 07072
TABLE OF CONTENTS
-----------------
PAGE NO.
--------
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
as of June 30, 2000 and December 31, 1999..................... 3
Consolidated Statements of Operations
for the Three and Six Months Ended June 30, 2000 and 1999..... 4
Consolidated Statements of Cash Flows
for the Six Months Ended June 30, 2000 and 1999............... 5
Notes to Unaudited Consolidated Financial Statements -
June 30, 2000................................................. 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ................ 8
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings.................................. Not Applicable
Item 2. Changes in Securities.............................. Not Applicable
Item 3. Defaults upon Senior Securities.............................. 12
Item 4. Submission of Matters to a Vote of Security Holders.......... 12
Item 5. Other Information.................................. Not Applicable
Item 6. Exhibits and Reports on Form 8-K............................. 14
Signatures................................................... 15
Page 2 of 15
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLYLE INDUSTRIES, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
June 30, 2000 December 31,
(Unaudited) 1999
-------- --------
ASSETS
Current Assets:
Cash and cash equivalents $ 159 $ 433
Accounts receivable trade, net 4,769 4,301
Inventories, net 6,492 4,488
Current deferred tax asset 2,293 2,615
Other current assets 248 217
-------- --------
Total current assets 13,961 12,054
Property, plant and equipment, at cost 3,943 3,714
Less: Accumulated depreciation and amortization (1,248) (1,116)
-------- --------
Net property, plant and equipment 2,695 2,598
Goodwill, net 2,762 3,147
Other assets 861 713
-------- --------
Total Assets $ 20,279 $ 18,512
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 1,834 $ 1,235
Current maturities of long-term debt 1 21
Federal income taxes payable 9 460
Other current liabilities 1,251 1,774
-------- --------
Total current liabilities 3,095 3,490
Long-term Debt 9,150 7,200
Other Liabilities 7,346 7,506
-------- --------
Total Liabilities 19,591 18,196
-------- --------
Redeemable Preferred Stock, par value $0.01 per share
11,187,451 shares authorized;
Shares issued and outstanding
Series A - None
Series B - 4,555,007 at June 30, 2000
and December 31, 1999 4,555 4,555
Accumulated dividends on preferred stock 12 12
-------- --------
Total Redeemable Preferred Stock 4,567 4,567
-------- --------
Common Stock, par value $0.01 per share
20,000,000 shares authorized;
Shares issued and outstanding at June 30, 2000
and December 31, 1999: 13,934,858 139 139
Paid in Capital 26,345 26,345
Retained Earnings (30,310) (30,735)
Accumulated Other Comprehensive Income (53) --
-------- --------
Total Common Stockholders' Equity (3,879) (4,251)
-------- --------
Total Liabilities and Stockholders' Equity $ 20,279 $ 18,512
======== ========
See Notes to Unaudited Consolidated Financial Statements.
Page 3 of 15
<PAGE>
CARLYLE INDUSTRIES, INC.
AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Six Months
2000 1999 2000 1999
----------------- -----------------
<S> <C> <C> <C> <C>
Net sales $ 6,934 $ 6,912 $13,182 $13,525
Cost of sales 4,140 3,529 7,451 6,886
------- ------- ------- -------
2,794 3,383 5,732 6,639
Selling, general & administrative expenses 2,153 1,965 4,466 3,971
------- ------- ------- -------
Income before interest and income taxes 641 1,418 1,266 2,668
Interest expense 191 208 359 406
------- ------- ------- -------
Income before provision for income taxes 450 1,210 907 2,262
Provision for income taxes 171 439 345 827
------- ------- ------- -------
Income before preferred dividends 279 771 562 1,435
Less dividends on preferred stock 68 206 137 403
------- ------- ------- -------
Income applicable to common stock $ 211 $ 565 $ 425 $ 1,032
======= ======= ======= =======
Basic earnings per common share $ 0.02 $ 0.08 $ 0.03 $ 0.14
======= ======= ======= =======
Diluted earnings per common share $ 0.02 $ 0.08 $ 0.03 $ 0.14
======= ======= ======= =======
Weighted average common shares
outstanding (in thousands) 13,935 7,383 13,935 7,383
======= ======= ======= =======
</TABLE>
See Notes to Unaudited Consolidated Financial Statements.
Page 4 of 15
<PAGE>
CARLYLE INDUSTRIES, INC.
AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Six Months Ended June 30,
2000 1999
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Income from continuing operations $ 562 $ 1,435
Reconciliation of net income from continuing
operations to net cash provided (used) by operations:
Depreciation and amortization 413 332
Deferred tax provision 322 380
Changes in operating assets and liabilities:
Accounts receivable, trade (468) (135)
Inventories (2,092) (47)
Other assets (55) (456)
Accounts payable 599 (266)
Federal and state income taxes payable (451) 230
Other current liabilities (523) (169)
Other liabilities (160) (217)
Cash flow from discontinued operations -- (157)
------- -------
(1,853) 930
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (191) (70)
Investment in other assets (20) (36)
------- -------
(211) (106)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving credit facility 3,500 1,850
Repayment of long term debt and capital lease obligations (1,570) (2,660)
Dividends on preferred stock (137) --
------- -------
1,793 (810)
------- -------
Effect of exchange rate changes on cash and cash equivalents (3) --
Increase (decrease) in cash and cash equivalents (274) 14
Cash and cash equivalents beginning of period 433 55
------- -------
Cash and cash equivalents end of period $ 159 $ 69
======= =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 308 $ 400
======= =======
Income taxes $ 485 $ 1,150
======= =======
</TABLE>
See Notes to Unaudited Consolidated Financial Statements
Page 5 of 15
<PAGE>
CARLYLE INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 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 fair presentation have
been included. Certain reclassifications have been made to prior year amounts in
order to present them on a basis consistent with the current year. Operating
results for the three and six-month periods ended June 30, 2000 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2000. For further information, refer to the consolidated financial
statements and footnotes included in the Company's annual report on Form 10-K
for the year ended December 31, 1999.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CONSOLIDATION: The accompanying consolidated financial statements include the
accounts of the Company and all subsidiaries after elimination of intercompany
items and transactions.
DEPRECIATION AND AMORTIZATION: Depreciation and amortization are computed
principally by the straight-line method for each class of depreciable and
amortizable asset based on their estimated useful lives. Buildings and
improvements, machinery and equipment, and furniture, fixtures and leasehold
improvements are generally depreciated over periods of 20-35, 5-25 and 5-10
years, respectively.
REVENUE RECOGNITION: Revenue is recognized upon shipment of merchandise.
CASH EQUIVALENTS: The Company considers all highly liquid investments with a
maturity of three months or less when purchased to be cash equivalents.
USE OF ESTIMATES: The preparation of financial statements in conformity with
generally accepted accounting principles requires the Company to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
NOTE 3: EARNINGS PER SHARE
Earnings per common share for the Company have been computed on the basis of
weighted average common shares outstanding after providing for quarterly
preferred dividend requirements.
Page 6 of 15
<PAGE>
NOTE 4: INVENTORIES:
The components of inventories, net of reserves, are as follows (dollars in
thousands):
June 30, 2000 December 31, 1999
------------- -----------------
Raw materials $2,284 $2,503
Work in progress 106 10
Finished goods 4,102 1,975
------ ------
$6,492 $4,488
====== ======
NOTE 5: PREFERRED STOCK
Under the terms of the Company's charter, dividends are payable upon the
Preferred Stock when, as and if declared by the Board of Directors out of
legally available funds. In addition, the Preferred Stock by its terms was
required to be fully redeemed by the Company in annual installments beginning
March 15, 1995 through March 15, 1999, subject among other things to the
approval of the Company's senior lenders, if any and to the extent of legally
available funds as determined by the Board of Directors.
Dividends on the Series B Preferred Stock accrue at an annual rate of 6% and are
payable quarterly on March 15, June 15, September 15, and December 15. In
addition, the availability of resources to make dividend payments to the holders
of Preferred Stock in the future will also depend on the Company's future cash
flow and the timing of the settlement of the liabilities recorded in the
financial statements of the Company.
The Company expects to stay current with respect to Preferred Stock dividends.
However, the Company's redemption payments, if any, on account of the Preferred
Stock in the future will depend on the Company's future cash flow, the timing of
the settlement of the liabilities recorded in the consolidated financial
statements of the Company, the ability of the Company to obtain additional
financing and compliance with the Company's Revolving credit facility which
presently permits only specified payment amounts including 25% of "excess cash
flow", as defined in the agreement. In addition, the Company's decision to make
any such payments will depend on the successful resolution of any issues which
may arise with the PBGC relating to the Company's unfunded liability, if any, to
its defined benefit plan.
NOTE 6: CREDIT FACILITY
The Company's Revolving credit facility contains certain financial covenants
with which the failure to comply may lead to an event of default. Effective as
of June 30,2000, the Company and its lender amended the Revolving credit
facility's total leverage ratio financial covenant such that the Company is in
compliance with all financial convenants as of June 30, 2000.
Page 7 of 15
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULT OF OPERATIONS
RESULTS OF OPERATIONS
SECOND QUARTER
Sales during the second quarters of 2000 and 1999 totaled $6.9 million. Improved
sales of gift and promotional products during the second quarter of 2000 offset
a decline in the sales of buttons. The softness in button sales experienced
during the first quarter of 2000 continued in the second quarter of 2000. This
softness was the result of, among other things, the current fashion cycle which
places less emphasis on buttons and embellishments. Also, a change was made by
one of our largest customers in their re-order quantities in an effort to reduce
store inventory levels. The change in re-order quantities will have the
temporary effect of lowering sales volumes until the customer's desired
inventory levels are achieved. It is expected that this negative effect will
last through most of 2000.
Gross margin during the second quarter of 2000 totaled $2.8 million as compared
with $3.4 million in the second quarter of 1999. The gross margin decline was
the result of a change in mix as sales of new, lower margin product lines grew
during the quarter while higher margin lines contracted for the reasons noted
above. The gross margin percent during the second quarter of 2000 was 40% as
compared to 49% during the second quarter of 1999.
Selling, general and administrative expenses in the second quarter of 2000
totaled $2.2 million as compared to $2.0 million in the second quarter of 1999.
The increase in selling, general and administrative expenses was the result of
on-going costs associated with new product lines introduced during the second
half of 1999.
Income before interest and income taxes totaled $641 thousand during the second
quarter of 2000 as compared to $1.4 million during the comparable period last
year. The reduction was the result of a combination of lower gross margins and
higher selling, general and administrative expenses as described above.
Net interest expense during the second quarter of 2000 totaled $191 thousand as
compared to net interest expense of $208 thousand during the second quarter of
1999. The decrease in interest expense in 2000 as compared to 1999 was the
result of a lower level of bank debt outstanding during the second quarter of
2000 as compared to the second quarter of 1999.
The provision for income taxes during the second quarter of 2000 totaled $171
thousand as compared to $439 thousand during the same period last year. The
combined effective income tax rate totaled 38.0% in the second quarter of 2000
and 36.3% in the second quarter of 1999. The combined effective income tax rates
are higher than combined statutory rates because of nondeductible goodwill.
Preferred dividends during the second quarter of 2000 totaled $68 thousand as
compared to $206 thousand during the same period in 1999. The reduction from
1999 was due to the partial redemption of preferred stock in August 1999.
Page 8 of 15
<PAGE>
Second quarter results may not be indicative of future quarterly results due to
programs with major customers which may vary as to timing and amount from
quarter to quarter. In addition, consolidation within the Company's customer
base may put further pressure on the Company's revenue and operating results in
subsequent quarters.
YEAR TO DATE
Sales during the six months ended June 30, 2000 totaled $13.2 million as
compared with $13.5 million during the comparable period in 1999. Improved sales
of gift and promotional products during the first half of 2000 offset a decline
in the sales of buttons. The softness in button sales experienced during the
first quarter of 2000 continued in the second quarter of 2000. This softness was
the result of, among other things, the current fashion cycle which places less
emphasis on buttons and embellishments. Also, a change was made by one of our
largest customers in their re-order quantities in an effort to reduce store
inventory levels. The change in re-order quantities will have the temporary
effect of lowering sales volumes until the customer's desired inventory levels
are achieved. It is expected that this negative effect will last through most of
2000.
Gross margin during the six months ended June 30, 2000 totaled $5.7 million as
compared with $6.6 million in the comparable period of 1999. The gross margin
decline was the result of a change in mix as sales of new, lower margin product
lines grew during the quarter while higher margin lines contracted for the
reasons noted above. The gross margin percent during the first half of 2000 was
43.5% as compared to 49.1% during the six months ended June 30, 1999.
Selling, general and administrative expenses in the first half of 2000 totaled
$4.5 million as compared to $4.0 million in the comparable period of 1999. The
increase in selling, general and administrative expenses was the result of
on-going costs associated with new product lines introduced during the second
half of 1999.
Income before interest and income taxes totaled $1.3 million during the six
months ended June 30, 2000 as compared to $2.7 million during the comparable
period last year. The reduction was the result of a combination of lower gross
margins and higher selling, general and administrative expenses as described
above.
Net interest expense during the six months ended June 30, 2000 totaled $359
thousand as compared to net interest expense of $406 thousand during the
comparable period in 1999. The decrease in interest expense in 2000 as compared
to 1999 was the result of a lower level of bank debt outstanding during the
first six months of 2000 as compared to the first six months of 1999.
The provision for income taxes during the six months ended June 30, 2000 totaled
$345 thousand as compared to $827 thousand during the same period last year. The
combined effective income tax rate totaled 38.0% in the first six months of 2000
and 36.6% in the comparable period in 1999. The combined effective income tax
rates are higher than combined statutory rates because of nondeductible
goodwill.
Preferred dividends during the first half of 2000 totaled $137 thousand as
compared to $403 thousand during the same period in 1999. The reduction from
1999 was due to the partial redemption of preferred stock in August 1999.
Results of the first half of 2000 may not be indicative of future results due to
programs with major customers which may vary as to timing and amount from
quarter to quarter. In addition, consolidation within the Company's customer
base may put further pressure on the Company's revenue and operating results in
subsequent quarters.
Page 9 of 15
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2000, the Company's principal sources of liquidity included cash and
cash equivalents of $159 thousand and trade accounts receivable of $4.8 million.
In addition, the Company had $850 thousand available under its revolving credit
facility as of June 30, 2000. Cash used by operations during the six months
ended June 30, 2000 totaled $1.8 million reflecting $2.0 million of cash used to
fund inventory requirements mostly related to new product lines.
The Company's Revolving credit facility contains certain financial covenants
with which the failure to comply may lead to an event of default. Effective as
of June 30, 2000, the Company and its lender amended the Revolving credit
facility's total leverage ratio financial covenant such that the Company is in
compliance with all financial covenants as of June 30, 2000.
On June 30, 1998, the assets and business of Westwater Enterprises LP were
acquired by Westwater Industries, Inc. ("Westwater"), a wholly-owned subsidiary
of the Company. Contingent payments related to this acquisition of up to $2
million may become payable upon the achievement of specified cumulative earnings
levels through December 31, 2000, or in the event of an acquisition of more than
50% voting control of the Company during the contingent payment period. Based on
current earnings levels, the Company does not anticipate making the contingent
payment.
Under the terms of the Company's charter, dividends are payable upon the
Preferred Stock when, as and if declared by the Board of Directors out of
legally available funds. In addition, the Preferred Stock by its terms was
required to be fully redeemed by the Company in annual installments beginning
March 15, 1995 through March 15, 1999, subject among other things to the
approval of the Company's senior lenders, if any and to the extent of legally
available funds as determined by the Board of Directors.
Dividends on the Series B Preferred Stock accrue at an annual rate of 6% and are
payable quarterly on March 15, June 15, September 15, and December 15. In
addition, the availability of resources to make dividend payments to the holders
of Preferred Stock in the future will also depend on the Company's future cash
flow and the timing of the settlement of the liabilities recorded in the
financial statements of the Company.
The Company expects to stay current with respect to Preferred Stock dividends.
However, the Company's redemption payments, if any, on account of the Preferred
Stock in the future will depend on the Company's future cash flow, the timing of
the settlement of the liabilities recorded in the consolidated financial
statements of the Company, the ability of the Company to obtain additional
financing and compliance with the Company's Revolving credit facility which
presently permits only specified payment amounts including 25% of "excess cash
flow", as defined in the agreement. In addition, the Company's decision to make
any such payments will depend on the successful resolution of any issues which
may arise with the PBGC relating to the Company's unfunded liability, if any, to
its defined benefit plan.
Page 10 of 15
<PAGE>
NOTE 6: CREDIT FACILITY
The Company's Revolving credit facility contains certain financial covenants
with which the failure to comply may lead to an event of default. Effective as
of June 30, 2000, the Company and its lender amended the Revolving credit
facility's total leverage ratio financial covenant such that the Company is in
compliance with all financial covenants as of June 30, 2000.
IMPACT OF INFLATION
The Company's results are affected by the impact of inflation on operating
costs. Historically, the Company has used selling price adjustments, cost
containment programs and improved operating efficiencies to offset the otherwise
negative impact of inflation on its operations.
This Quarterly Report on Form 10-Q (the "Quarterly Report") contains statements
which constitute forward-looking statements within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Those
statements appear in a number of places in this Quarterly Report and include
statements regarding the intent, belief or current expectations of the Company,
its Directors or its Officers with respect to, among other things: (i) the
Company's financing plans; (ii) trends affecting the Company's financial
condition or results of operations; (iii) the Company's growth strategy and
operating strategy; (iv) customer concentration and the increasing consolidation
of the Company's customer base (v) the declaration and payment of dividends and
(vi) negotiations with its lenders. Shareholders are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
risk and uncertainties, and that actual results may differ materially from those
projected in the forward-looking statements as a result of various factors.
Page 11 of 15
<PAGE>
PART II - OTHER INFORMATION
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
a) None
b) REDEEMABLE SERIES B PREFERRED STOCK
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Stockholders of Carlyle Industries, Inc. was
held on May 23, 2000 for the following purposes:
1. To elect five directors to serve until the next Annual
Meeting of Stockholders and until their successors are
elected.
2. To ratify the selection of Arthur Andersen LLP as the
independent auditors of the Company for the fiscal year
ending December 31, 2000.
3. To transact such other business as may properly come before
the Meeting or any adjournments thereof.
Common Shares Outstanding 13,934,858
Series B Preferred Shares Outstanding 4,555,007
----------
Total Voting Shares 18,489,865
Total Shares Voted 15,391,834
Quorum 83.24%
1. Shares votes re: ELECTION OF DIRECTORS
<TABLE>
<CAPTION>
% OF % OF % OF %
FOR OUTSTANDING VOTES CAST WITHHELD OUTSTANDING VOTES CAST
---------- ----------- ---------- -------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
ROBERT A. LEVINSON
By Proxy 13,152,872 71.13 85.46 447,871 2.42 2.91
In Person -0- -0- -0- 1,791,091 9.69 11.63
---------- ----- ----- --------- ----- -----
TOTAL 13,152,872 71.13 85.46 2,238,962 12.11 14.54
JOSEPH S. DIMARTINO
By Proxy 13,169,006 71.22 85.56 431,737 2.33 2.80
In Person -0- -0- -0- 1,791,091 9.69 11.64
---------- ----- ----- --------- ----- -----
TOTAL 13,169,006 71.22 85.56 2,222,828 12.02 14.44
RALPH LANGER
By Proxy 13,153,964 71.14 85.46 446,779 2.41 2.90
In Person -0- -0- -0- 1,791,091 9.69 11.64
---------- ----- ----- --------- ----- -----
TOTAL 13,153,964 71.14 85.46 2,237,870 12.10 14.54
</TABLE>
Page 12 of 15
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
GIANDOMENICO D. PICCO
By Proxy 13,168,964 71.22 85.56 431,779 2.33 2.81
In Person -0- -0- -0- 1,791,091 9.69 11.63
---------- ----- ----- --------- ----- -----
TOTAL 13,168,964 71.22 85.56 2,222,870 12.02 14.44
EDWARD F. COOKE
By Proxy 13,153,964 71.14 85.46 446,779 2.41 2.90
In Person -0- -0- -0- 1,791,091 9.69 11.64
---------- ----- ----- --------- ----- -----
TOTAL 13,153,964 71.14 85.46 2,237,870 12.10 14.54
</TABLE>
2. Shares voted re: RATIFICATION OF APPOINTMENT OF ARTHUR
ANDERSEN LLP AS INDEPENDENT AUDITORS FOR
YEAR ENDING DECEMBER 31, 2000.
<TABLE>
<CAPTION>
% OF % OF %
FOR OUTSTANDING VOTES CAST AGAINST % VOTES CAST ABSTAIN %
---------- ----------- ---------- ------- ---- ---------- ------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
By Proxy 13,415,217 72.55 87.50 124,851 0.67 .82 60,675 0.33
In Person 1,791,091 9.69 11.68 -0- -0- -0- -0- -0-
---------- ----- ----- ------- ---- --- ------ ----
TOTAL 15,206,308 82.24 99.18 124,851 0.67 .82 60,675 0.33
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) EXHIBITS
--------
EXHIBIT SEQUENTIALLY
NUMBER EXHIBIT NUMBERED PAGE
------ ------- -------------
None
b) REPORTS ON FORM 8-K.
--------------------
During the second quarter of 2000, the Company did not file a
Current Report on Form 8-K.
Page 13 of 15
<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.
CARLYLE INDUSTRIES, INC.
(Registrant)
/s/ ROBERT A. LEVINSON
----------------------
Robert A. Levinson, Chairman, President and Chief Executive Officer
/s/ EDWARD F. COOKE
---------------------------
Edward F. Cooke, Vice President, Secretary and Chief Financial Officer
Date: August 14, 2000
Page 14 of 15
