ROHN INDUSTRIES INC
10-Q, 2000-08-14
MISCELLANEOUS FABRICATED METAL PRODUCTS

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

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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

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 1-8009

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ROHN INDUSTRIES, INC.

(Delaware)

6718 West Plank Road
Peoria, Illinois 61604

IRS Employer Identification Number 36-3060977

Telephone Number (309) 697-4400

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    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 / /

		Shares Outstanding as of August 7, 2000
Common Stock $.01 par value		52,797,936

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PART I—FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

ROHN Industries, Inc. and Subsidiaries
Consolidated Statements of Income
(Dollars in thousands, except for per share data)
(unaudited)

				Three Months Ended						Six Months Ended
				June 30, 2000			June 30, 1999			June 30, 2000			June 30, 1999
Net sales				$	59,924		$	29,068		$	105,401		$	59,230
Cost of products sold					45,794			23,706			80,623			47,151
Gross profit					14,130			5,362			24,778			12,079
Operating expenses:
	Selling expenses				2,306			2,072			4,329			4,125
	General and administrative expenses				4,026			3,083			8,036			5,574
Operating income					7,798			207			12,413			2,380
Interest income					308			87			639			459
Interest expense					(181	)		(211	)		(361	)		(442	)
Other expense					—			—			—			(1,600	)
Income before income taxes					7,925			83			12,691			797
Income tax provision					2,918			25			4,717			250
Equity loss of corporate joint venture					—			57			—			57
Net income				$	5,007		$	1		$	7,974		$	490
Earnings per share—basic and diluted				$	0.09		$	0.00		$	0.15		$	0.01
Weighted average number of shares outstanding
	Basic				52,761			52,784			52,687			52,798
	Diluted				53,200			52,821			53,237			52,819

    The accompanying notes to the unaudited consolidated financial statements are an integral part of these statements.

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ROHN Industries, Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands)

				June 30, 2000 (unaudited)			December 31, 1999
ASSETS
CURRENT ASSETS
	Cash and cash equivalents			$	25,479		$	27,634
	Accounts, notes and other receivables, less allowance for doubtful accounts of $1,691 in 2000 and $1,246 in 1999				42,065			34,051
	Inventories				31,898			25,885
	Deferred income taxes				3,562			2,900
	Prepaid expenses				961			1,271
TOTAL CURRENT ASSETS					103,965			91,741
Property, plant and equipment					53,937			51,905
Less: accumulated depreciation					(26,270	)		(24,815	)
TOTAL PROPERTY, PLANT AND EQUIPMENT					27,667			27,090
Other assets					921			1,337
Long-term assets of discontinued operations					1,988			1,680
TOTAL ASSETS				$	134,541		$	121,848
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
	Current portion of long-term debt			$	1,029		$	1,066
	Accounts payable				15,250			11,474
	Accrued liabilities & other				15,958			15,463
	Deferred revenue				808			808
	Liabilities of discontinued operations				1,385			1,157
TOTAL CURRENT LIABILITIES					34,430			29,968
Long-term debt					8,611			9,164
Nonpension post retirement benefits					2,633			2,300
TOTAL LIABILITIES					45,674			41,432
STOCKHOLDERS' EQUITY
	Common stock, $0.01 par value, shares authorized—60,000, shares issued—June 30, 2000: 53,412; December 31, 1999: 53,387				535			534
	Capital surplus				13,099			12,815
	Retained earnings				79,620			71,743
	Treasury stock, at cost—June 30, 2000: 623; December 31, 1999: 635				(3,820	)		(3,896	)
	Unearned portion of restricted stock				(567	)		(780	)
TOTAL STOCKHOLDERS' EQUITY					88,867			80,416
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY				$	134,541		$	121,848

    The accompanying notes to the unaudited consolidated financial statements are an integral part of these statements.

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ROHN Industries, Inc. and Subsidiaries
Consolidated Statements of Cash Flow
(Dollars in thousands)
(unaudited)

					Six Months Ended June 30,
					2000			1999
CASH FLOW FROM OPERATING ACTIVITIES
	Net income				$	7,974		$	490
	Adjustments for noncash items included in net income:
		Depreciation and amortization				1,958			2,057
		Restricted stock earned				276			221
		Nonpension post retirement benefits				333			167
		Operating requirements:
			Accounts receivable (increase)/decrease			(8,014	)		4,555
			Inventories (increase)/decrease			(6,013	)		1,300
			Deferred income taxes (increase)			(662	)		—
			Prepaid expenses decrease			533			943
			Deferred revenue (decrease)			0			(879	)
			Accounts payable increase/(decrease)			3,776			(5,571	)
			Accrued liabilities and other increase/(decrease)			495			(2,225	)
			Net discontinued operations (increase)/decrease			(80	)		637
			Other			12			11
		Net cash provided by operating activities				588			1,706
CASH FLOW FROM INVESTING ACTIVITIES
	Purchase of plant and equipment, net of proceeds					(2,200	)		(1,203	)
	Other					69			(18	)
		Net cash used for investing activities				(2,131	)		(1,221	)
CASH FLOW FROM FINANCING ACTIVITIES
	Repayment of debt					(590	)		(533	)
	Issuance of common stock, including treasury shares reissued					36			—
	Purchase of treasury shares					(58	)		—
		Net cash used for financing activities				(612	)		(533	)
		Net decrease in cash and cash equivalents				(2,155	)		(48	)
		Cash & cash equivalents, beginning of period				27,634			19,690
		Cash & cash equivalents, end of period			$	25,479		$	19,642
		Cash paid during the period for interest				361			442
		Cash paid during the period for income taxes				7,113			—

    The accompanying notes to the unaudited consolidated financial statements are an integral part of these statements.

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ROHN Industries, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements

(1)  Basis of Reporting for Interim Financial Statements

    The Company, pursuant to the rules and regulations of the Securities and Exchange Commission, has prepared the unaudited financial statements included herein. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1999.

    The financial statements presented herewith reflect all adjustments (consisting of only normal and recurring adjustments) which, in the opinion of management, are necessary for a fair presentation of the results of operations for the three-month and six-month periods ended June 30, 2000 and 1999. The results of operations for interim periods are not necessarily indicative of results to be expected for an entire year.

    Certain reclassifications have been made to prior year amounts to conform to the current year presentation.

(2)  Revenue Recognition

    The Company's products are manufactured according to stringent customer specifications and engineering design, and are available for immediate delivery according to the schedule requested by the customer. Revenue is generally recognized when the product is shipped. Many times, however, the Company's customers experience delays due to weather, zoning approvals, and other similar circumstances, and request that the Company hold their inventory. In these situations, the Company recognizes revenue for its Tower Structures segment prior to the time a product is shipped if each of the following conditions are met:

1.

The risks of ownership have passed to the customer;



2.

The customer has a fixed commitment to purchase the goods;



3.

The customer, not the Company, has requested that the shipment of the product be delayed and that the transaction be on a bill and hold basis;



4.

There is a fixed schedule for delivery of the product;



5.

The Company has not retained any specific performance obligations with respect to the product such that the earnings process is not complete;



6.

The ordered product has been segregated from the Company's inventory and is not subject to being used to fill other orders;



7.

The product is complete and ready for shipment; and



8.

The customer agrees to pay for the goods under the Company's standard credit terms.

    The Enclosures segment differs from Tower Structures in that enclosures are generally ordered by the customer in multiple units on a project basis and are not necessarily site specific. Therefore, the revenue recognition policy for enclosures, in addition to the requirements of the Towers Structure segment, also requires that actual payment be received.

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(3)  Principles of Consolidation

    The financial statements include the consolidated accounts of ROHN Industries, Inc. and its subsidiaries ("ROHN" or the "Company"). All significant inter-company transactions have been eliminated in consolidation. The Company accounted for its 49% interest in ROHN BrasilSat, a corporate joint venture in Brazil, under the equity method until its disposition in September 1999.

(4)  Net Income Per Share

    Basic earnings per share were computed by dividing net income by the weighted average number of shares outstanding during each period. Diluted earnings per share were calculated by including the effect of all dilutive securities. For the six months ended June 30, 2000 and 1999, the number of potentially dilutive securities, including stock options and unvested restricted stock, was 550,000 and 21,000, respectively. For the three months ended June 30, 2000 and 1999, the number of potentially dilutive securities, including stock options and unvested restricted stock, was 439,000 and 37,000, respectively. The Company had additional outstanding stock options as of June 30, 2000 and 1999 of 1,140,000 and 745,000, respectively, which were not included in the computation of diluted earnings per share because the options' exercise price was greater than the average market price of the common shares.

(5)  Inventories

    Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out (FIFO) method. Inventory costs include material, labor and factory overhead.

(6)  Investment in Joint Venture

    In December 1997, the Company formed a corporate joint venture, ROHN BrasilSat, S.A., with BrasilSat Harald, S.A., Brazil's largest tower manufacturer and installer, to serve the growing telecommunications infrastructure industry in Brazil and the rest of South America. In September 1999, after re-evaluating its investment, the Company sold its 49% interest in ROHN BrasilSat to its joint venture partner, BrasilSat Harald, S.A. ROHN accounted for the corporate joint venture under the equity method until its disposition in September 1999. The Company recorded a loss of $57,000 in the second quarter of 1999 and for the six months ended June 30, 1999, which represented the Company's share of the operating losses of the entity.

(7)  New Accounting Standards

    The Company has recognized revenue during the quarter and six months ended June 30, 2000 in accordance with its historical practice. In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" (SAB 101). The Company is evaluating the effects, if any, the adoption of SAB 101, effective January 1, 2000, may have on the results of operations or financial position of the Company. The Securities and Exchange Commission intends to provide additional guidance during the third quarter of 2000 with respect to the interpretation of SAB 101.

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(8)  Business Segment Information

    The Company operates in two business segments: Tower Structures and Enclosures. The segments are managed as strategic business units due to their distinct manufacturing processes and potential end-user application. The Tower Structures segment includes manufacturing plants in Peoria, Illinois and Frankfort, Indiana. The Enclosures segment includes a manufacturing plant in Bessemer, Alabama.

    Accounting policies for measuring segment assets and earnings before interest and taxes are substantially consistent with those described in Note 1. The Company evaluates segment performance based on earnings before interest and taxes. Transfers between segments, which are not material in nature, are recorded at cost.

For the three months ended June 30,			Tower Structures Segment			Enclosures Segment			Total
2000
	Net sales		$	41,705		$	18,219		$	59,924
	Operating income			4,425			3,373			7,798
	Depreciation and amortization			829			152			981
	Segment assets		$	113,383		$	21,158		$	134,541
1999
	Net sales		$	21,270		$	7,798		$	29,068
	Operating (loss)/income			(643	)		850			207
	Depreciation and amortization			871			157			1,028
	Segment assets		$	77,666	(1)	$	28,484		$	106,150

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(1)  Includes equity investment in ROHN BrasilSat of $3.2 million

For the six months ended June 30,			Tower Structures Segment			Enclosures Segment			Total
2000
	Net sales		$	73,921		$	31,480		$	105,401
	Operating income			7,383			5,030			12,413
	Depreciation and amortization			1,653			305			1,958
	Segment assets		$	113,383		$	21,158		$	134,541
1999
	Net sales		$	42,572		$	16,658		$	59,230
	Operating (loss)/income			(409	)		2,789			2,380
	Depreciation and amortization			1,742			315			2,057
	Segment assets		$	77,666	(1)	$	28,484		$	106,150

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(1)  Includes equity investment in ROHN BrasilSat of $3.2 million

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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Overview

    The following discussion summarizes the significant factors affecting the consolidated operating results and financial condition of ROHN for the three months and six months ended June 30, 2000 and 1999. This discussion should be read in conjunction with the consolidated financial statements and notes to the consolidated financial statements contained in Item 1 above and the consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 1999.

Results of Operations

    ROHN is a leading manufacturer and installer of telecommunications infrastructure equipment for the wireless and fiber optic industry including cellular, PCS, fiber optic networks for the internet, radio and television broadcast markets. The Company's products include towers, equipment enclosures/shelters, cabinets, poles and antennae mounts. The following table sets forth, for the fiscal periods indicated, the percentage of net sales represented by certain items reflected in the Company's consolidated statements of income.

			For the Three Months Ended June 30,				For the Six Months Ended June 30,
			2000		1999		2000		1999
Net sales			100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales			76.4		81.6		76.5		79.6
Gross profit			23.6		18.4		23.5		20.4
S,G&A expense			10.6		17.7		11.7		16.4
Operating income			13.0		0.7		11.8		4.0
Interest income			0.5		0.3		0.6		0.8
Interest expense			(0.3	)	(0.7	)	(0.3	)	(0.7	)
Other expense			0.0		0.0		0.0		(2.7	)
Income before income taxes			13.2		0.3		12.1		1.4
Income tax provision			4.9		0.1		4.5		0.4
Equity loss of corporate joint venture			0.0		0.2		0.0		0.1
Net income			8.3	%	0.0	%	7.6	%	0.9	%

For the Three Months Ended June 30, 2000 Compared to the Three Months Ended June 30, 1999

    Net sales for the second quarter ended June 30, 2000 were $59.9 million compared to $29.1 million in the second quarter of 1999, an increase of $30.8 million or 105.8%. The increase in sales by business segment was as follows:

For the three months ended June 30,			2000			1999			Dollar Increase			Percentage Increase
Tower Structures			$	41.7		$	21.3		$	20.4		95.8	%
Enclosures				18.2			7.8			10.4		133.3	%
Total			$	59.9		$	29.1		$	30.8		105.8	%

    The increase in sales in the Tower Structures segment was primarily the result of continued strong demand for towers due to the continued build-out of infrastructure for wireless communications systems.

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The increase in sales in the Enclosures segment was primarily due to continued strong demand for product related to the fiber optics market.

    Gross profit margin for the second quarter of 2000 was $14.1 million versus $5.4 million in the second quarter of 1999, an increase of 161.1%. The increase in gross profit margin is mainly attributable to the increase in sales. Gross profit margin in 1999 was negatively affected by a $1.5 million charge for excess and obsolete inventory and by a $1 million charge for severance payments related to a reduction in workforce (of which $250,000 affected gross profit margin). As a percentage to sales, gross profit margin was 23.6% for the second quarter of 2000 in comparison to 18.4% for the same period a year ago. Without the impact of the charges taken in the second quarter of 1999, gross profit margin for the second quarter of 1999 would have been 24.5%. Gross profit margins were negatively impacted in the second quarter 2000 as compared to 1999 due to the increase, as a percentage of sales, in revenue derived from the Company's construction business which is comprised of lower margin installation and civil engineering work. This type of business has historically had significantly lower margins than those of the Company's tower and enclosure products. It is expected that gross profit margins will continue to decrease slightly as the portion of total revenue derived from construction related revenue increases. Gross profit margins for the second quarter of 2000 as compared to the same period in 1999 benefited, however, from reduced raw material costs and more effective manufacturing expense control.

    Gross profit margin for the Company's Tower Structures segment was 24.1% for the second quarter of 2000 versus 18.7% for the same quarter in 1999. Tower Structure gross profit margins for the second quarter of 1999 were negatively impacted by $1.3 million of the $1.5 million charge for excess and obsolete inventory and by $250,000 of the charge for severance payments taken in the second quarter of 1999 as discussed above. Without the impact of the special charges taken in the second quarter of 1999, Tower Structure gross profit margins for the second quarter of 1999 would have been 25.9%. The downward pressure on Tower Structure gross profit margins is the result of a greater portion of Tower Structure revenue being derived from installation and civil engineering work, which yield margins that are significantly lower than the margins on the Company's tower and enclosure products. Gross profit margins for the Company's Tower Structures segment benefited in the second quarter of 2000, however, from reduced raw material costs. For the second quarter of 2000, material costs as a percentage of revenue for the Tower Structure manufacturing facilities were 38.1% versus 41.3% for the same period a year ago.

    Gross profit margin for the Company's Enclosure segment was 22.5% for the second quarter of 2000 versus 17.8% for the same period in 1999, which included a charge for inventory obsolescence of $200,000. Without the charge for inventory obsolescence, the gross margin percentage for the second quarter of 1999 would have been 20.4%. The increase in gross profit margin percentage related to the Enclosure segment is the result of better pricing related to the increased demand for enclosure products in the fiber optic market.

    Selling, general and administrative ("SG&A") expenses were $6.3 million in the second quarter of 2000 versus $5.2 million in the second quarter of 1999. SG&A expenses in the second quarter of 1999 included $750,000 in severance payments related to a reduction in workforce. The increase in SG&A expenses in the second quarter of 2000 as compared to 1999 was mainly the result of additional expenses in the Company's construction group related to the administration of the State of Pennsylvania contract, and for administration of the Company's Mexican operation due to the strong growth in sales related to Mexico. As a percentage of sales, SG&A expenses were 10.6% of sales for the quarter ended June 30, 2000 versus 17.7% for the same period in 1999.

    Earnings per share (basic and diluted) in the second quarter of 2000 were $0.09 versus $0.00 in the second quarter of 1999.

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For the Six Months Ended June 30, 2000 Compared to the Six Months Ended June 30, 1999

    Net sales for the six months ended June 30, 2000 were $105.4 million compared to $59.2 million in the same six month period a year ago, an increase of $46.2 million or 78.0%. The increase in sales by business segment was as follows:

    The increase in sales in the Tower Structures segment was primarily the result of continued strong demand for towers due to the continued build-out of infrastructure for wireless communications systems. The increase in sales in the Enclosures segment was primarily due to continued strong demand for product related to the fiber optics market.

    Gross profit margin for the first six months of 2000 was $24.8 million versus $12.1 million in the same period in 1999, an increase of 105.0%. The increase in gross profit margin is mainly attributable to the increase in sales. Gross profit margin in 1999 was negatively affected by a $1.5 million charge for excess and obsolete inventory and by a $1 million charge for severance payments related to a reduction in workforce (of which $250,000 affected gross profit margin). As a percentage to sales, gross profit margin was 23.5% for the first six months of 2000 in comparison to 20.4% for the same period in 1999. Without the impact of the charges taken in the first six months of 1999, gross profit margin for this period would have been 23.4%. Gross profit margins were negatively impacted in the first six months of 2000 as compared to 1999 due to the increases, as a percentage of sales, in revenue derived from the Company's construction business, which is comprised of lower margin installation and civil engineering work. This type of business has historically had significantly lower margins than those of the Company's tower and enclosure products. It is expected that gross profit margins will continue to decrease slightly as the portion of total revenue derived from construction related revenue increases. Gross profit margins for the first six months of 2000 as compared to the same period in 1999 benefited, however, from reduced raw material costs and more effective manufacturing expense control.

    Selling, general and administrative ("SG&A") expenses were $12.4 million in the first six months of 2000 versus $9.7 million for the same period a year ago. The increase in SG&A expense for the first six months of 2000 include additional expenses in the Company's construction group related to the administration of the State of Pennsylvania contract, additional expenses for administration of the Company's Mexican operation due to the strong growth in sales related to Mexico, and a $1.2 million charge for expenses related to the departure of certain management employees at the Company's Enclosure segment. These expenses were partially offset by a $600,000 favorable adjustment of an employee bonus accrual related to 1999. SG&A expenses for the first six months of 1999 includes $750,000 of the $1 million charge for severance costs relating to a reduction in workforce. As a percentage of sales, SG&A expenses were 11.7% of sales for the first six months of 2000 versus 16.4% for the same period in 1999.

    Other expense of $1.6 million for the six months ended June 30, 1999 relates to fees and expenses in connection with the proposed merger with PiRod Holdings, Inc. which was terminated on March 31, 1999.

    Earnings per share (basic and diluted) for the first six months of 2000 were $0.15 versus $0.01 in the same period in 1999.

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Liquidity and Capital Resources

    The following table sets forth selected information concerning the Company's financial condition:

    The Company's working capital was $69.5 million at June 30, 2000 compared to $61.8 million at December 31, 1999, an increase of $7.7 million. The increase in working capital is mainly the result of an increase in trade receivables and inventory.

    At June 30, 2000, the Company had long-term indebtedness of approximately $9.6 million including current maturities of long-term debt. The Company's long-term indebtedness was related to mortgage notes payable and capital leases.

    The Company has capital commitments of $2.8 million for the purchase of land and an existing manufacturing facility in Casa Grande, Arizona related to the expansion of its Enclosure business. The Company expects that it will meet its ongoing working capital and capital expenditure requirements from operating cash flows. In addition, the Company believes that its strong balance sheet allows it substantial financial flexibility.

Inflation

    Inflation has not had a material effect on the Company's business or results of operation.

Seasonality

    The operations of the Company are generally not subject to seasonal fluctuations. However, in the past, the Company has seen disruptions in its customers ability to accept shipments due to unusual and prolonged weather-related construction delays.

    The Company has periodically experienced and expects to continue to experience significant fluctuations in its quarterly results. The Company believes that this quarterly fluctuation is due to the capital budgeting cycle of many of its customers who often purchase a disproportionately higher share of the Company's products at the end of the calendar year. The Company expects that fluctuations in quarterly results could become more significant in the future as customers move to a more centralized purchasing environment and as the consolidation of wireless communication service providers and build-to-suit customers continues.

Recent Developments

    On June 20, 2000, the Company announced the appointment of James F. Hurley, as Vice President, Finance and Administration and Chief Financial Officer replacing Daniel J. Pallat, who served as Interim Chief Financial Officer since January 2000.

    On July 21, 2000, the Company filed a certificate of amendment to Certificate of Incorporation with the Secretary of the State of Delaware. The amendment to the Company's Restated Certificate of Incorporation, which increases the authorized shares of capital stock which the Company may issue from 60 million to 80 million, was approved by the stockholders of the Company at the May 11, 2000 annual meeting.

Year 2000 Compliance

    The Company believes material implications and risks related to the Y2K issue have expired, and therefore, does not anticipate experiencing any additional effects related to this issue. The Company did not experience any significant increase in customer demand for its products as a result of the Y2K issue, nor did it experience any problems with its key vendors. The Company incurred Y2K costs of approximately $100,000 in 1999.

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FORWARD-LOOKING INFORMATION

    Matters discussed in this report contain forward-looking statements which reflect management's current judgment. Many factors, some of which are discussed elsewhere in this document, could affect the future financial results of the Company and could cause those results to differ materially from those expressed in the forward-looking statements contained in this document. These factors include operating, legal and regulatory risks, economic, political and competitive forces affecting the telecommunications and equipment business, and the risk that the Company's analyses of these risks and forces could be incorrect or that the strategies developed to address them could be unsuccessful. Additional information concerning factors that could cause actual results to materially differ from those in the forward-looking statements is contained in Exhibit 99.1 to the Company's Securities and Exchange Commission filings.

PART II—OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

    None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

    None.

ITEM 3.  DEFAULTS ON SENIOR SECURITIES

    None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    The Company held its Annual Meeting of Stockholders on May 11, 2000. The following matters were voted upon:

Proposal 1:  Election of Directors. The following nominees were elected to serve as directors of the Company, to serve until the next annual meeting or until their successors are elected and qualified, by the following vote:

Proposal 2: Approval of a Restated Certificate of Incorporation. The Restated Certificate of Incorporation was approved by the following vote:

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Proposal 3: Approval of an Amendment to the Amended and Restated ROHN Industries, Inc. 1994 Nonemployee Director Stock Ownership Plan. The Amendment to the Amended and Restated ROHN Industries, Inc. 1994 Nonemployee Director Stock Ownership Plan was approved by the following vote:

ITEM 5.  OTHER INFORMATION

    None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)		Exhibits
		3.1		Amended and Restated Certificate of Incorporation of ROHN Industries, Inc., dated July 21, 2000.
		10.1*		Employment Agreement between the Company and James F. Hurley, effective June 8, 2000.
		10.2*		Amended and Restated ROHN Industries, Inc. 1994 Nonemployee Director Stock Ownership Plan (incorporated by reference to Exhibit A to the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 10, 2000).
		11.		The computation can be determined from the report.
		27.		Financial data schedule.
		99.1		Cautionary Statement for purposes of the "Safe Harbor" Provisions of the Private Litigation Reform Act of 1995 (incorporated herein by reference to Exhibit 99.1 to ROHN's Form 10-K for the fiscal year ended December 31, 1999).

    Exhibits marked with an "*" indicate the exhibit is a management contract or compensatory plan or arrangement.

     (b)  Reports on Form 8-K

    On May 18, 2000 the Company filed a report on Form 8-K, reporting under Items 4 and 7, disclosing a change in the Company's certifying accountant. The Form 8-K also included as an exhibit a letter from Arthur Andersen regarding the change in certifying accountant.

    On May 25, 2000 the Company filed an amended report on Form 8-K/A, amending Item 4 of the Form 8-K filed on May 18, 2000. The Form 8-K/A also included as an exhibit a supplemental letter from Arthur Andersen regarding the amendment to the Form 8-K filed May 18, 2000.

    On June 26, 2000 the Company filed a report on Form 8-K, reporting under Items 5 and 7, announcing the hiring of James F. Hurley as the Company's Vice President, Finance and Administration and Chief Financial Officer. The Form 8-K also included as an exhibit the Company's press release issued on June 20, 2000 pertaining to the Company's announcement of this event.

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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.

		ROHN Industries, Inc.
Dated: August 14, 2000		/s/ LESTER H. NELSON, III    Lester H. Nelson, III Corporate Controller and Principal Accounting Officer

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QuickLinks

PART I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ROHN Industries, Inc. and Subsidiaries Consolidated Statements of Income (Dollars in thousands, except for per share data) (unaudited)
ROHN Industries, Inc. and Subsidiaries Consolidated Balance Sheets (in thousands)
ROHN Industries, Inc. and Subsidiaries Consolidated Statements of Cash Flow (Dollars in thousands) (unaudited)
ROHN Industries, Inc. and Subsidiaries Notes to Unaudited Consolidated Financial Statements
PART II—OTHER INFORMATION
SIGNATURES

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