<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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
OR
[_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the Transition period from to
Commission File No. 333-43523
Elgin National Industries, Inc.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
Delaware 36-3908410
<S> <C>
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
2001 Butterfield Road, Suite 1020, Downers Grove, Illinois 60515-1050
(Address of principal executive offices)
Telephone Number: 630-434-7243
(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. [X] Yes [_] No
As of July 31, 2000, there were outstanding 6,408.3 shares of Class A Common
Stock and 19,951.7 shares of Preferred Stock.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
ELGIN NATIONAL INDUSTRIES, INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I--FINANCIAL INFORMATION
ITEM 1--Financial Statements
Consolidated Balance Sheets as of June 30, 2000 and December 31, 1999.... 3
Consolidated Statements of Income for the Six Months Ended June 30, 2000
and June 30, 1999, and for the Three Months Ended June 30, 2000 and June
30, 1999................................................................ 4
Consolidated Statements of Changes in Stockholder's Deficit for the Six
Months Ended June 30, 2000.............................................. 5
Condensed Consolidated Statements of Cash Flows for the Six Months Ended
June 30, 2000 and June 30, 1999......................................... 6
Notes to Condensed Consolidated Financial Statements..................... 7
ITEM 2--Management's Discussion and Analysis of Financial Condition and
Results of Operations..................................................... 9
ITEM 3--Quantitative and Qualitative Disclosures about Market Risk......... 11
PART II--OTHER INFORMATION
ITEM 1--Legal Proceedings.................................................. 12
ITEM 6--Exhibits and Reports on Form 8-K................................... 12
SIGNATURES................................................................. 13
EXHIBIT INDEX.............................................................. 14
</TABLE>
2
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS
ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
(in thousands except share data)
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
-------- ------------
<S> <C> <C>
ASSETS
------
Current assets:
Cash and cash equivalents............................. $ 6,935 $ 5,701
Accounts receivable, net.............................. 27,862 27,425
Inventories, net...................................... 15,346 14,492
Prepaid expenses and other assets..................... 929 891
Deferred income taxes................................. 3,322 3,322
-------- --------
Total current assets................................ 54,394 51,831
Property, plant and equipment, net...................... 16,028 15,754
Loans receivable to related parties..................... 7,833 7,833
Other assets............................................ 23,486 23,686
Goodwill and intangibles................................ 7,213 7,600
-------- --------
Total assets........................................ $108,954 $106,704
======== ========
LIABILITIES AND STOCKHOLDER'S DEFICIT
-------------------------------------
Current liabilities:
Current portion of long-term debt..................... $ 7,000 $ 7,109
Accounts payable...................................... 21,908 21,074
Accrued expenses...................................... 10,196 10,807
-------- --------
Total current liabilities........................... 39,104 38,990
Long-term debt less current portion..................... 73,950 73,950
Other liabilities....................................... 2,402 2,194
Deferred income taxes................................... 2,743 3,022
-------- --------
Total liabilities................................... 118,199 118,156
-------- --------
Redeemable preferred stock units........................ 12,197 11,834
-------- --------
Redeemable preferred stock.............................. 3,346 3,246
-------- --------
Common stockholder's deficit:
Common stock, Class A par value $.01 per share;
authorized 23,678 shares; 6,408 issued and
outstanding
Retained deficit...................................... (24,788) (26,532)
-------- --------
Total common stockholder's deficit.................. (24,788) (26,532)
-------- --------
Total liabilities and stockholder's deficit......... $108,954 $106,704
======== ========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements
3
<PAGE>
ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
For the Six Months For the Three Months
Ended June 30, Ended June 30,
-------------------- ----------------------
2000 1999 2000 1999
--------- --------- ---------- ----------
<S> <C> <C> <C> <C>
Net sales....................... $ 81,434 $ 72,009 $ 42,119 $ 37,421
Cost of sales................... 61,036 52,672 31,638 28,003
--------- --------- ---------- ----------
Gross profit.................. 20,398 19,337 10,481 9,418
Selling, general and
administrative expenses........ 12,728 11,664 6,370 6,091
Amortization expense............ 387 438 194 198
--------- --------- ---------- ----------
Operating income.............. 7,283 7,235 3,917 3,129
Other expenses (income)
Interest income............... (461) (713) (230) (230)
Interest expense.............. 4,340 4,644 2,172 2,273
--------- --------- ---------- ----------
Income before income taxes...... 3,404 3,304 1,975 1,086
Provision for income taxes...... 1,337 1,296 777 427
--------- --------- ---------- ----------
Net income...................... $ 2,067 $ 2,008 $ 1,198 $ 659
========= ========= ========== ==========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements
4
<PAGE>
ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S DEFICIT
For the Six Months Ended June 30, 2000
(in thousands except share data)
(Unaudited)
<TABLE>
<CAPTION>
Total
Common Retained Shareholder's
Stock (Deficit) Deficit
------ --------- -------------
<S> <C> <C> <C>
Balance as of December 31, 1999................ $ $(26,532) $(26,532)
Net income for the six months ended June 30,
2000........................................ 2,067 2,067
Redeemable preferred stock unit dividends,
net of tax of $140.......................... (223) (223)
Redeemable preferred stock dividends (19,952
shares at $5.00 per share).................. (100) (100)
---- -------- --------
Balance as of June 30, 2000.................... $ $(24,788) $(24,788)
==== ======== ========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements
5
<PAGE>
ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2000 and 1999
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
------- -------
<S> <C> <C>
Net cash provided by operating activities..................... $ 2,980 $ 3,972
Cash flows from investing activities:
Purchase of property, plant and equipment................... (1,646) (524)
Proceeds from sale of assets................................ 9 19
Issuance of notes receivable................................ (4,200)
------- -------
Net cash used by investing activities..................... (1,637) (4,705)
Cash flows from financing activities:
Repayments of long-term debt................................ (109) (3,163)
------- -------
Net cash used by financing activities..................... (109) (3,163)
Net increase (decrease) in cash............................... 1,234 (3,896)
Cash and cash equivalents at beginning of period.............. 5,701 9,981
------- -------
Cash and cash equivalents at end of period.................... $ 6,935 $ 6,085
======= =======
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements
6
<PAGE>
ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Report Preparation
The accompanying consolidated financial statements, which have not been
audited by independent certified public accountants, were prepared in
conformity with generally accepted accounting principles and such principles
were applied on a basis consistent with the preparation of the audited
consolidated financial statements included in the Company's December 31, 1999
10-K of Elgin National Industries, Inc. (the "Company") filed with the
Securities and Exchange Commission. The financial information furnished
includes all normal recurring accrual adjustments which are, in the opinion of
management, necessary for a fair statement of results for the interim period.
Results for the first six months of 2000 are not necessarily indicative of the
results to be expected for the full year. For further information refer to the
Company's consolidated financial statements included in the annual report on
Form 10-K.
2. Inventories
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
-------- ------------
(in thousands)
<S> <C> <C>
Finished goods......................................... $10,064 $ 9,177
Work-in-process........................................ 1,613 1,495
Raw materials.......................................... 5,384 5,324
------- -------
17,061 15,996
Less excess and obsolete reserve....................... 1,715 1,504
------- -------
$15,346 $14,492
======= =======
</TABLE>
7
<PAGE>
ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
3. Segment Information
The Company operates primarily in two industries, Manufactured Products and
Engineering Services. In accordance with the Company's method of internal
reporting, corporate headquarters costs are not allocated to the individual
segments. Information about the Company by industry is presented below for the
six months ended June 30:
<TABLE>
<CAPTION>
2000 1999
------- -------
(In thousands)
<S> <C> <C>
Net sales to external customers:
Manufactured Products...................................... $42,742 $39,633
Engineering Services....................................... 38,692 32,376
------- -------
Total net sales to external customers.................... $81,434 $72,009
======= =======
Net sales to internal customers:
Manufactured Products...................................... $ 1,961 $ 1,144
Engineering Services....................................... 104 117
------- -------
Total net sales to internal customers.................... $ 2,065 $ 1,261
======= =======
Total net sales
Manufactured Products...................................... $44,703 $40,777
Engineering Services....................................... 38,796 32,493
------- -------
Total net sales.......................................... 83,499 73,270
Elimination of net sales to internal customers............... 2,065 1,261
------- -------
Total consolidated net sales............................. $81,434 $72,009
======= =======
Earnings before interest, taxes and amortization:
Manufactured Products...................................... $ 7,593 $ 6,789
Engineering Services....................................... 2,397 3,281
------- -------
Total segment earnings before interest, taxes and
amortization............................................ 9,990 10,070
Amortization................................................. (387) (438)
Interest income.............................................. 461 713
Interest expense............................................. (4,340) (4,644)
Corporate expenses before interest, taxes and amortization... (2,320) (2,397)
------- -------
Consolidated income before income taxes.................... $ 3,404 $ 3,304
======= =======
</TABLE>
4. Contingencies
The Company has claims against others, and there are claims by others
against it, in a variety of matters arising out of the conduct of the Company's
business. The ultimate resolution of all such claims would not, in the opinion
of management, have a material effect on the Company's financial position, cash
flows or results of operations.
5. Adoption of Accounting Principles
The Company will implement the provisions of Statement of Accounting
Standard No. 133, "Accounting for Derivative Instruments and Hedging
Activities" (SFAS No. 133), which will be effective for fiscal years beginning
after June 15, 2000. SFAS No. 133 requires all derivatives to be recognized in
the statement of financial position as either assets or liabilities and
measured at fair value. In addition, all hedging relationships must be
designated, reassessed and documented pursuant to the provisions of SFAS No.
133. Management believes the adoption of SFAS No. 133 will not have a material
effect on the Company.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Results of Operations
Three Months Ended June 30, 2000 Compared to Three Months Ended June 30, 1999
Net Sales: Net sales for the quarter ended June 30, 2000 increased $4.7
million, or 12.6%, to $42.1 million from $37.4 million for the corresponding
period in 1999. The Engineering Services Segment's sales increased $3.7 million
or 20.9% to $21.0 million for the three months ended June 30, 2000 from
$17.3 million for the quarter ended June 30, 1999. For the three months ended
June 30, 2000 the Company had five larger projects with sales in excess of $1.0
million, totalling $11.7 million in sales, compared to six such projects
totalling $9.7 million in sales for the three months ended June 30, 1999. The
Manufactured Products Segment's sales increased $1.0 million, or 5.3%,
primarily due the inclusion of sales from Vanco International, Inc. ("Vanco"),
which was acquired on September 30, 1999 and to increased sales of industrial
capital equipment.
Gross Profit: Gross profit for the quarter ended June 30, 2000 increased
$1.1 million, or 11.3%, to $10.5 million from $9.4 million for the
corresponding period in 1999. As a percentage of net sales, the gross profit
decreased to 24.9% for the quarter ended June 30, 2000 from 25.2% for the
corresponding period in 1999. The decrease resulted from a higher percentage of
sales from the Engineering Services Segment, which earn a lower gross profit
margin than the sales from the Manufactured Products Segment.
Selling, General and Administrative Expenses: Selling, general and
administrative expenses of the Company for the quarter ended June 30, 2000 of
$6.3 million was $0.2 million, or 4.6%, higher than the selling and
administrative expenses of $6.1 million for the corresponding period in 1999
primarily due to the the inclusion of expenses of Vanco. As a percentage of net
sales, selling, general and administrative expenses decreased from 16.3% for
the quarter ended June 30, 1999 to 15.1% for the quarter ended June 30, 2000
due to increased sales.
Amortization Expense: Amortization expense of the Company for the quarter
ended June 30, 2000 of $0.2 million approximated the amortization expense for
the corresponding period in 1999.
Interest Income: Interest income of the Company for the quarter ended June
30, 2000 of $0.2 million approximated the interest income for the corresponding
period in 1999.
Interest Expense: Interest expense of the Company for the quarter ended June
30, 2000 of $2.2 million approximated the interest expense for the quarter
ended June 30, 1999.
Provision for Income Taxes: Provision for income taxes of the Company for
the quarter ended June 30, 2000 of $0.8 million was $0.4 million or 82.0%
higher than the provision for income taxes of $0.4 million for the quarter
ended June 30, 1999 due to the higher income before taxes for the quarter ended
June 30, 2000.
Net Income: The net income for the Company for the three months ended June
30, 2000 of $1.2 million was $0.5 million or 81.8% higher than the net income
of $0.7 million for the quarter ended June 30, 1999 for the reasons discussed
above. Net income as a percentage of net sales increased to 2.8% for the
quarter ended June 30, 2000 from 1.8% for the corresponding quarter in 1999.
Six Months Ended June 30, 2000 Compared to Six Months Ended June 30, 1999
Net Sales: Net sales for the six months ended June 30, 2000 increased $9.4
million, or 13.1%, to $81.4 million from $72.0 million for the corresponding
period in 1999. The Engineering Services Segment's sales increased $6.3
million, or 19.5% from $32.4 million for the six months ended June 30, 1999 to
$38.7 million for the six months ended June 30, 2000, due to the timing and
size of projects. For the six months ended June 30, 2000 the Company had ten
projects with sales between $500,000 and $1.0 million,
9
<PAGE>
totalling $6.6 million in sales, compared to three such projects totalling $2.3
million in sales for the six months ended June 30, 1999. The Company's projects
with sales in excess of $1.0 million for the six months ended June 30, 2000,
totalled $25.2 million, compared to $22.7 million for the six months ended June
30, 2000. The Manufactured Products Segment's sales increased $3.1 million, or
7.8% from $39.6 million for the six months ended June 30, 1999 to $42.7 million
for the six months ended June 30, 2000, primarily due to including sales of
Vanco, which was acquired on September 30, 1999, increased sales of industrial
capital equipment and increased sales of centrifugal dryers.
Gross Profit: Gross profit for the six months ended June 30, 2000 increased
$1.1 million, or 5.5%, to $20.4 million from $19.3 million for the
corresponding period in 1999. As a percentage of net sales, the gross profit
decreased to 25.0% for the six months ended June 30, 2000 from 26.9% for the
corresponding period in 1999. The decrease was primarily due to a reduction in
the cost of sales of approximately $1.6 million due to the settlement of a
lawsuit relating to an engineering contract claim recorded in 1999. Without the
effect of this settlement the gross profit as a percentage of sales would have
increased 0.3% for the six months ended June 30, 2000 compared to 24.7% for the
six months ended June 30, 1999. This increase was primarily due to higher
margins earned on centrifugal dryers and distributors, as well as a change in
the product mix within the Manufactured Products Segment.
Selling, General and Administrative Expenses: Selling, general and
administrative expenses of the Company for the six months ended June 30, 2000
of $12.7 million represented an increase of $1.0 million, or 9.1%, from $11.7
million for the corresponding period in 1999 primarily due to the inclusion of
Vanco's selling, general and administrative costs, and costs associated with
the increased sales level.
Amortization Expense: Amortization expense of the Company of $0.4 million
approximated the amortization expense for the corresponding period in 1999.
Interest Income: Interest income of the Company of $0.4 million was $0.3
million, or 35.3%, lower than the interest income of $0.7 million for the six
months ended June 30, 1999. Interest income was higher in the six months ended
June 30, 1999 due to interest received on a lawsuit settlement in 1999.
Interest Expense: Interest expense of the Company for the six months ended
June 30, 2000 of $4.3 million was $0.3 million or 6.5% lower than the interest
expense of $4.6 million for the corresponding period in 1999 due to the
decreased debt outstanding.
Provision for Income Taxes: Provision for income taxes of the Company for
the six months ended June 30, 2000 of $1.3 million approximated the provision
for income taxes for the corresponding period in 1999.
Net Income: The net income for the Company for the six months ended June 30,
2000 increased $0.1 million, or 2.9%, to $2.1 million from $2.0 million for the
six months ended June 30, 1999 for the reasons discussed above. Net income as a
percentage of net sales decreased to 2.5% for the six months ended June 30,
2000 from 2.8% for the corresponding six month period in 1999.
Liquidity and Capital Resources
Net cash provided by operating activities for the six months ended June 30,
2000 of $3.0 million was generated from net income adjusted for non-cash
charges, decreased other assets and increased accounts payables, partially
offset with funds used to increase inventories, increase accounts receivable
and decrease accrued liabilities. Included in non-cash charges for the six
months ended June 30, 2000 was depreciation of $1.4 million and amortization of
$0.4 million, partially offset with pension overfunding income of $0.5 million.
Cash flows from operations for any specific period are often materially
affected by the timing and amounts of cash receipts and cash disbursements
related to engineering services projects.
Cash used in investing activities for the six months ended June 30, 2000 of
$1.6 million was for the Company's regular practice of upgrading and
maintaining its equipment base and facilities.
10
<PAGE>
Cash used in financing activities for the six months ended June 30, 2000
totalled $0.1 million, and was attributable to the scheduled repayment of notes
payable.
The Company's liquidity requirements, both long term (over one year) and
short term, are for working capital, capital expenditures and debt service. The
primary source for meeting these needs has been funds provided by operations.
Based on current and planned operations, the Company believes that funds
provided from operations, along with cash on hand, will be adequate to meet its
anticipated debt service requirements, working capital needs and capital
expenditures. The Company has a credit facility to provide a $20.0 million
revolving line of credit, subject to borrowing base limitations. The term of
this facility expires in November, 2000. At June 30, 2000, there were $7.0
million of borrowings outstanding under the Senior Credit Facility (excluding
$4.2 million in outstanding letters of credit).
Backlog
The Company's backlog consists primarily of that portion of engineering
services contracts that have been awarded but not performed and also includes
open manufacturing orders. Backlog at June 30, 2000 had increased $29.5
million, or 40.7%, to $102.2 million from $72.7 million at December 31, 1999. A
substantial majority of current backlog is expected to be realized in the next
twelve months.
Safe Harbor
Statements herein regarding the Company's ability to meet its liquidity
requirements, and the Company's expected realization of current backlog
constitute forward-looking statements within the meaning of the Securities Act
of 1933 and the Securities Act of 1934. Such statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from those projected. Further, statements herein regarding the Company's
performance in future periods are subject to risks relating to, deterioration
of relationships with, or the loss of material customers or suppliers, possible
product liability claims, decreases in demand for the Company's products, and
adverse changes in general market and industry conditions. Management believes
these forward-looking statements are reasonable; however, undue reliance should
not be placed on such forward-looking statements, which are based on current
expectations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company continues to use its reputation in the United States to expand
into international markets. In the six months ended June 30, 2000 approximately
10% of the Company's net sales were attributable to services provided or
products sold for use outside the United States, primarily to Egypt and Poland.
A portion of these net sales and cost of sales is derived from international
operations which are conducted in foreign currencies. Changes in the value of
these foreign currencies relative to the U.S. dollar could adversely affect the
Company's business, financial condition, results of operation and debt service
capability. The majority of the Company's foreign sales and costs are
denominated in U.S. dollars. With respect to transactions denominated in
foreign currencies, the Company attempts to mitigate foreign exchange risk by
contractually shifting the burden of the risk of currency fluctuations to the
other party to the transactions. It has been the Company's historic practice to
conduct international sales in accordance with the foregoing. There can be no
assurance that the Company's strategies will ensure that the Company will be
fully protected from foreign exchange risk. Foreign sales, particularly
construction management projects undertaken at foreign locations, are subject
to various risks, including exposure to currency fluctuations, political,
religious and economic instability, local labor market conditions, the
imposition of foreign tariffs and other trade barriers, and changes in
governmental policies. There can be no assurance that the Company's foreign
operations, or expansion thereof, would not have a material adverse effect on
the Company's business, financial condition, results of operations and debt
service capability.
11
<PAGE>
PART II
ITEM 1. LEGAL PROCEEDINGS
The Company and its subsidiaries are involved in legal proceedings from time
to time in the ordinary course of its business. As of the date of this filing,
neither the Company nor any of its subsidiaries are a party to any lawsuit or
proceeding which, individually or in the aggregate, in the opinion of
management, is reasonably likely to have a material adverse effect on the
financial condition, results of operation or cash flow of the Company.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
<TABLE>
<C> <S>
27.0 --Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K
None
12
<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.
Elgin National Industries, Inc.
/s/ Wayne J. Conner
By___________________________________
Name: Wayne J. Conner
Title: Vice President, Treasurer,
and Chief
Financial Officer
(Duly Authorized Officer and
Principal Financial Officer)
Dated: August 5, 2000
13
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Footnote
Number Document Description Reference
------- -------------------- ---------
<C> <S> <C>
3.1 Certificate of Incorporation of Elgin National Industries,
Inc. (3)
3.2 Bylaws of Elgin National Industries, Inc. (3)
4.1 Indenture dated November 5, 1997, between Elgin National
Industries, Inc., subsidiaries and Norwest Bank Minnesota,
as Trustee. (2)
4.2 Form of 11% Senior Note due 2007 (included in Exhibit
4.1). (2)
4.3 Registration Rights Agreement dated November 5, 1997, by
and among Elgin National Industries, Inc., certain of its
subsidiaries, and BancAmerica Robertson Stephens and CIBC
Wood Gundy Securities Corp. (3)
4.4 Form of Subsidiary Guaranty (included in Exhibit 4.1). (2)
10.1 Credit Agreement dated as of September 24, 1993, as
Amended and Restated as of November 5, 1997, by and among
Elgin National Industries, Inc., various financial
institutions, and Bank of America National Trust and
Savings Association, individually and as agent (2)
10.2 Employment and Non-Competition Agreement dated as of
November 5, 1997, between Elgin National Industries, Inc.
and Fred C. Schulte.* (2)
10.3 Employment and Non-Competition Agreement dated as of
November 5, 1997, between Elgin National Industries, Inc.
and Charles D. Hall.* (2)
10.4 Employment and Non-Competition Agreement dated as of
November 5, 1997, between Elgin National Industries, Inc.
and Wayne J. Conner.* (2)
10.5 The Elgin National Industries, Inc. Supplemental
Retirement Plan dated as of 1995, and effective January 1,
1995.* (3)
27 Financial Data Schedule (1)
</TABLE>
--------
(1) Filed herewith.
(2) Incorporated by reference to Form S-4 Registration Statement of the Company
(File No. 333-43523) filed with the Commission on December 30, 1997.
(3) Incorporated by reference to Amendment No. 1 to Form S-4 Registration
Statement of the Company (File No. 333-43523) filed with the Commission on
January 23, 1998.
* Management contract or compensatory plan or arrangement.
14
