SECURITIES AND EXCHANGE COMMISSSION
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) OCTOBER 9, 1998
---------------
FRANKLIN ELECTRIC CO., INC.
---------------------------
(Exact name of registrant as specified in its charter)
Indiana 0-362 35-0827455
------- ----- ----------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
400 East Spring Street
Bluffton, Indiana 46714
----------------- -----
(Address of Principal Executive Offices) (Zip Code)
(219) 824-2900
--------------
(Registrant's telephone number, including area code)
Page 1 of 2
<PAGE> 2
ITEM 5. OTHER EVENTS
The Company is filing certain "Forward Looking Statements" for the
purpose of establishing a readily available document which may be referred to
in the future in accordance with the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. The Forward Looking Statements are
attached as Exhibit 99 to this Current Report on Form 8-K and are incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT INDEX
The Exhibits are indexed in accordance with the Exhibit Table of Item 601
of Regulation S-K. Exhibits not listed are omitted due to the absence of
conditions under which they are required.
Number Description
- ----- -----------
(99) Forward Looking Statements
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.
Franklin Electric Co., Inc.
---------------------------
(Registrant)
Date October 9, 1998 By /s/ Jess B. Ford
----------------------- ---------------------------
(Signature)
Jess B. Ford
Senior Vice President and
Chief Financial Officer
Page 2 of 2
Exhibit 99
FORWARD LOOKING STATEMENTS
Written and oral statements provided by the Company from time to time may
contain certain forward looking information, as that term is defined by the
Private Securities Litigation Reform Act of 1995 (the "Act") and in releases
made by the Securities and Exchange Commission ("SEC"). The cautionary
statements which follow are being made pursuant to the provisions of the Act
and with the intention of obtaining the benefits of the "safe harbor"
provisions of the Act. While the Company believes that the assumptions
underlying such forward looking information are reasonable based on present
conditions, forward looking statements made by the Company involve risks and
uncertainties and are not guarantees of future performance. Actual results
may differ materially from those in the Company's written or oral forward
looking statements as a result of various factors, including but not limited
to, the following:
- - A significant decline in sales with the Company's largest customer, who
represents over 10% of consolidated sales, or other significant customers.
- - Continued or increased competitive pressure to reduce selling prices of
products or increase financial incentives to customers.
- - A prolonged disruption of scheduled deliveries from suppliers when
alternative sources of supply are not available to satisfy the Company's
requirements for raw material and components.
- - Delays in the Company's ability to pass along significant increases in the
cost of raw material, components, other materials and/or services.
- - The amount of and rate of growth in selling, general and administrative
expenses, and occurrences which could affect the Company's ability to
reduce or limit the increase in such expenses.
- - The costs and other effects of legal and administrative cases and
proceedings (whether civil or criminal), settlements and investigations,
claims, developments or assertions by or against the Company relating to
intellectual property rights and licenses, and adoption of new or changes
in accounting policies and practices.
- - Difficulties or delays in the development, production, testing and
marketing of products, including, but not limited to, a failure to ship
new products when anticipated, failure of customers to accept these
products when planned, any defects in products or a failure of
manufacturing economies to develop when planned.
- - Circumstances impacting the Company's ability to fund and accomplish
technological innovation, improve processes, and attract and retain
capable staff in order to deal with increasing volume and complexity in
its products.
<PAGE> 2
- - Occurrences affecting the slope or speed of decline of the life cycle of
the Company's products, or affecting the Company's ability to reduce
product and other costs, and to increase productivity.
- - The impact of unusual items resulting from the Company's ongoing
evaluation of its business strategies, acquisitions or divestitures, asset
valuations and organizational structures.
- - The effects of, and changes in, trade, monetary and fiscal policies, laws
and regulations and other activities of governments, agencies and similar
organizations, including but not limited to trade restrictions or
prohibitions, inflation, monetary fluctuations, import and other charges
or taxes, foreign exchange rates, nationalizations and unstable
governments.
- - The future health of the U.S. and international economies and other
economic factors that directly or indirectly affect the demand for the
Company's products.
- - Labor strikes or work stoppages by employees of the Company, its
customers, suppliers, or freight contractors or other providers.
- - Environmental factors such as fires, floods, or other natural disasters
and weather conditions which could impact the company's ability to produce
products or the demand for its products.
- - The inability of parties external to the Company to provide goods and
services in a timely, accurate manner as a result of Year 2000 processing
problems.
- - Increased competition due to industry consolidation or new entrants into
the Company's existing markets.
- - The introduction of alternative products or governmental and regulatory
activities that favor alternative methods of serving the same function as
the Company's products.
All forward-looking statements included herein are based upon information
presently available, and the Company assumes no obligation to update any
forward-looking statements.
