CHERRY CORP
8-K, 1998-12-21
ELECTRIC LIGHTING & WIRING EQUIPMENT
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 8-K

                           Current Report Pursuant to
                             Section 13 or 15(d) of

                       the Securities Exchange Act of 1934

       Date of Report (Date of Earliest Event Reported): December 18, 1998

                             THE CHERRY CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

                                    DELAWARE
                 (State or Other Jurisdiction of Incorporation)

        0-8955                                      36-2977756
(Commission File Number)              (I.R.S. Employer Identification Number)

3600 Sunset Avenue, Waukegan, Illinois                   60087
(Address of Principal Executive Offices)               (Zip Code)

                                                         
 (Registrant's Telephone Number, Including Area Code)  (847) 662-9200


<PAGE>


ITEM 5.  OTHER EVENTS.

          On December 18, 1998,  Registrant  issued a press  release  announcing
third  quarter  earnings  and  greater  than normal  seasonal  decline in fourth
quarter results. Such press release is attached as Exhibit 99.1 to this Form 8-K
and incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (a)      EXHIBITS

                  Exhibit Number            Description

                  99.1             Press Release dated December 18, 1998



<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 hereunto duly authorized.

                                                   THE CHERRY CORPORATION

                                                   By:  /s/ Dan A. King
                                                        ----------------
                                                       Dan A. King
                                                       Vice President of Finance
                                                       and Administration,
                                                       Treasurer and Secretary
Dated:  December 21, 1998


CONTACT:          Dan King, Vice President of Finance
                  The Cherry Corporation
                  (847) 360-3541   

                              FOR IMMEDIATE RELEASE

            CHERRY CORPORATION REPORTS RECORD SALES AND NET EARNINGS
                                FOR THIRD QUARTER

                  EXPECTS GREATER THAN NORMAL SEASONAL DECLINE
                            IN FOURTH QUARTER RESULTS

WAUKEGAN,  IL.  (December  17, 1998) -The Cherry  Corporation  (Nasdaq - CHERA &
CHERB) today  announced  record sales and earnings for its fiscal third  quarter
ended November 30, 1998.

Sales for the third  quarter were  $131,187,000,  the highest for any quarter in
the  company's  history and up 9.2 percent  from sales of  $120,167,000  in last
year's third quarter. Sales for the first nine months were $361,516,000,  up 6.2
percent from sales of $340,478,000 a year earlier.

Net income for the third  quarter was a record  $8,190,000  up 31.7 percent from
net income of  $6,219,000 a year  earlier.  For the first nine months net income
was $16,040,000,  an increase of 26.5 percent over the net income of $12,683,000
reported for the first nine months of last year.

Diluted  earnings per share of common stock for the third  quarter were a record
$.65 compared with $.49 a year earlier.  For the first nine months  earnings per
share were $1.27 compared with $1.01 a year earlier.

"As was the case in the first  half of the year,  our  international  operations
were largely  responsible for our sales and earnings growth," said Peter Cherry,
chairman and president. "Sales at these locations increased 20 percent, with the
largest  gains  coming  from  automotive  products  where  our  penetration  has
increased  compared  with last year.  Sales of keyboards  were also higher as we
continue to sell more of our Advanced  Performance  keyboards  and our customers
increased their inventories of standard keyboards. Our domestic operations had a
more  modest  three  percent  increase  in sales with gains in power  management
semiconductors being largely offset by lower sales to the automotive markets.

"As we look forward, we see indications that our international operations are in
for a correction," Mr. Cherry said.  "Although we normally experience a seasonal
decline in sales between the third and fourth quarters,  we expect it to be more
pronounced this year as keyboard  customers purchase fewer units while they work
down  their  inventories.  We also are  seeing  signs  that the  slower  overall
economic  conditions  that have been present in Europe for the last few quarters
finally  appear to be catching up with us. These  factors,  coupled with flat to
slightly  lower sales for our  domestic  operations  are expected to result in a
greater  than  normal  seasonal  decline  in sales and  earnings  for the fourth
quarter.  Despite the anticipated fourth quarter results, the fiscal year should
still be a sales and earnings record continuing our three year trend of improved
results."
                                                                         More...

<PAGE>


As announced  earlier today,  the Company's Dutch auction tender offer which was
announced on November 17, 1998 and was due to expire at 5:00 P.M. (New York City
Time) on Monday,  December 21, 1998,  will be extended until 5:00 p.m. (New York
City Time) on Wednesday, December 23, 1998.

The Cherry Corporation  manufactures proprietary and custom electrical switches,
sensors, electronic keyboards and controls, and semiconductors for the worldwide
automotive, computer, and consumer and commercial markets. The company has eight
wholly  owned  subsidiaries  in the United  States,  Germany,  England,  France,
Australia,  Czech Republic,  Mexico,  and Hong Kong. Cherry also has 50-50 joint
ventures in Japan,  Hirose Cherry Precision  Company Limited,  and in India, TVS
Cherry Private Limited,  and a Japanese automotive sales and engineering office.
Additional    information   is   available   on   the   company's   website   at
http://www.cherrycorp.com.

Certain statements in this press release,  including those regarding indications
of slower economic  conditions in Europe, a greater than normal seasonal decline
in sales and earnings for the fourth quarter and improved year end results,  are
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation Reform Act of 1995 and involve certain risks and  uncertainties  that
could  significantly  impact  future  results.  A discussion  of these risks and
uncertainties  is  contained  in the  Company's  Form  10-K for the  year  ended
February 28, 1998, filed with the Securities and Exchange Commission.

                                                   Tables follow


<PAGE>


<TABLE>

THE CHERRY CORPORATION (NASDAQ CHERA & CHERB)
CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
<CAPTION>

                                        Three Months Ended November 30,          Nine Months Ended November 30,
                                        -------------------------------          ------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

 (In thousands except share data)      1998            1997    % Change        1998           1997      % Change
- ---------------------------------  -------------  -------------- --------  -------------  -------------  ----------
<S>                                  <C>           <C>                <C>  <C>           <C>              <C>
Net Sales                            $   131,187   $   120,167        9.2  $   361,516   $   340,478      6.2
   Cost of Products Sold                  89,980        84,528        6.4      253,296       244,313      3.7
                                     -----------   -----------     ------  -----------   -----------     ----
Gross Profit                              41,207        35,639       15.6      108,220        96,165     12.5
   Operating Expenses                     27,813        25,350        9.7       81,158        74,612      8.8
                                     -----------   -----------     ------  -----------   -----------     ----
Operating Income                          13,394        10,289       30.2       27,062        21,553     25.6
   Other Income, Net                          42           296      (85.8)          14           823    (98.3)
                                     -----------   -----------     ------  -----------   -----------     ----
Earnings Before Interest and Taxes        13,436        10,585       26.9       27,076        22,376     21.0
   Interest Expense, Net                     638           714      (10.6)       2,013         2,244    (10.3)
                                     -----------   -----------     ------  -----------   -----------     ----
Earnings Before Income Taxes              12,798         9,871       29.7       25,063        20,132     24.5
Income Tax Provision                       4,608         3,652       26.2        9,023         7,449     21.1
                                     -----------   -----------     ------  -----------   -----------     ----
Net Earnings                         $     8,190         6,219       31.7  $    16,040   $    12,683     26.5
                                     ===========   ===========     ======  ===========   ===========     ====

EARNINGS PER SHARE
   Basic
                                     $       .66   $       .50       32.0  $      1.28   $      1.02     25.5
                                     -----------   -----------     ------    -----------   -----------   ----
  Diluted                            $       .65   $       .49       32.7  $      1.27   $      1.01     25.7
                                     -----------   -----------     ------    -----------   -----------   ----
Average Shares Outstanding
   Basic
                                      12,500,377    12,451,608        0.4   12,494,223    12,441,578      0.4
                                     -----------   -----------     ------  -----------   -----------     ----
   Diluted                            12,658,676    12,587,397        0.6   12,589,733    12,537,607      0.4
                                     -----------   -----------     ------  -----------   -----------     ----

</TABLE>

<TABLE>
<CAPTION>

                         CONDENSED CONSOLIDATED BALANCE SHEETS           NOV. 30,      Feb. 28, 
                         (In thousands except share data)                 1998          1998            % Change
                         --------------------------------------------  ------------- --------------  --------------
                         <S>                                           <C>           <C>                   <C> 
                         ASSETS
                            Cash                                       $     15,218  $      9,659          57.6
                            Accounts Receivable                              66,447        63,332           4.9
                            Inventory                                        59,791        52,068          14.8
                            Other Current Assets                              9,155         9,547          (4.1)
                            Land, Buildings and Equipment, Net              178,858       162,961           9.8
                            Investment in Affiliates and Other Assets        13,244        12,766           3.7
                                                                       ------------- --------------  --------------
                         TOTAL ASSETS                                  $    342,713  $    310,333          10.4
                                                                       ============= ==============  ==============
 
                         LIABILITIES AND STOCKHOLDERS' EQUITY
                            Short-term Debt                            $     13,538  $     20,630         (34.4)
                            Current Maturities of Long-term Debt              2,377         1,780          33.5
                            Other Current Liabilities                        56,976        48,938          16.4
                            Long-term Debt                                   41,157        33,393          23.3
                            Deferred Taxes and Credits                       26,139        22,138          18.1
                                                                       ------------- --------------  --------------
                         TOTAL LIABILITIES                                  140,187       126,879          10.5
                         STOCKHOLDERS' EQUITY                               202,526       183,454          10.4
                                                                       ------------- --------------  --------------
                          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $    342,713  $    310,333          10.4
                                                                       ============= ==============  ==============

                         STOCKHOLDERS' EQUITY PER SHARE                $      16.20  $      14.71          10.1
                                                                       ============= ==============  ==============

                         ENDING SHARES OUTSTANDING                       12,501,227    12,475,615           0.2
                                                                       ============= ==============  ==============

</TABLE>



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