<PAGE> 1
FORM 10-Q/A
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
QUARTERLY REPORT UNDER SECTION 13 or 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended November 30, 1998
-------------------
Commission File Number 0-3183
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LeaRonal, Inc.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 11-1717548
- ------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification No.)
272 Buffalo Avenue, Freeport, New York 11520
--------------------------------------------
(Address of principal executive offices)
516 868-8800
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(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(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.
Yes X No
--- ---
As of January 12, 1999, 12,546,557 shares of the registrant's Common Stock, $1
par value, were outstanding.
<PAGE> 2
FORM 10-Q
LeaRonal, Inc. and Subsidiaries
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C> <C>
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Condensed Consolidated Balance Sheets at
November 30, 1998 (Unaudited) and February 28, 1998 3
Condensed Consolidated Statements of Income for the Nine
Months and Three Months Ended November 30, 1998
and 1997 (Unaudited) 4
Condensed Consolidated Statements of Cash Flows for the Nine
Months Ended November 30, 1998 and 1997 (Unaudited) 5
Notes to Condensed Consolidated Financial Statements (Unaudited) 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 11
PART II. OTHER INFORMATION:
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 15
</TABLE>
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<PAGE> 3
FORM 10-Q
LeaRonal, Inc. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
Nov. 30, 1998 Feb. 28, 1998
------------- -------------
(unaudited) (Note)
(in thousands)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 27,291 $ 19,653
Investments available-for-sale 2,882 2,734
Investments held-to-maturity 10,755 8,871
Receivables, less allowances 49,901 52,228
Inventories 27,369 28,406
Deferred income taxes 1,511 1,468
Other current assets 2,358 2,233
--------- ---------
TOTAL CURRENT ASSETS 122,067 115,593
Investments in unconsolidated affiliates 9,584 9,207
Property, plant and equipment 76,767 69,749
Less accumulated depreciation (33,812) (29,257)
--------- ---------
42,955 40,492
Patents at cost, less amortization 613 585
Other assets 5,607 5,163
--------- ---------
TOTAL ASSETS $ 180,826 $ 171,040
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable 4,758 $ 557
Accounts payable 14,996 16,538
Accrued expenses and other liabilities 12,463 11,181
Income Taxes 7,882 8,221
Current portion of long-term debt 733 741
--------- ---------
TOTAL CURRENT LIABILITIES 40,832 37,238
Long-term debt, less current portion 1,861 2,422
Deferred income taxes 2,438 2,464
Minority interests 8,369 6,984
Stockholders' Equity:
Common stock, par value $1 per share -authorized 35,000,000 shares, issued
14,042,201 shares including 1,497,994 shares at November 30, 1998 and
30, 1997 and
1,318,151 shares at February 28, 1998 held in treasury 14,042 14,042
Additional paid-in capital 5,559 5,230
Retained earnings 125,320 116,420
Unrealized holding gains on investments 477 548
Cost of common stock in treasury (23,161) (17,581)
Cumulative translation adjustment 5,089 3,273
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 127,326 121,932
--------- ---------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 180,826 $ 171,040
========= =========
</TABLE>
Note: The balance sheet at February 28, 1998 has been taken from the audited
financial statements at that date, and condensed. See notes to condensed
consolidated financial statements (unaudited).
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<PAGE> 4
FORM 10-Q
LeaRonal, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
November 30 November 30
1998 1997 1998 1997
-------- -------- -------- --------
(in thousands - except share data)
<S> <C> <C> <C> <C>
Net Sales $171,907 $183,289 $ 57,681 $ 62,155
Interest income 1,187 915 443 278
Other income - net 2,538 1,073 1,426 162
-------- -------- -------- --------
175,632 185,277 59,550 62,595
Costs and expenses:
Cost of sales 118,005 130,261 39,055 42,459
Selling, general and administrative 32,591 28,977 11,039 9,913
Research and development 3,162 2,809 1,050 967
Interest expense 513 418 235 133
Minority interests 1,565 1,398 713 494
-------- -------- -------- --------
Total costs and expenses 155,836 163,863 52,092 53,966
-------- -------- -------- --------
Income before income taxes 19,796 21,414 7,458 8,629
Income taxes 5,623 6,583 2,252 2,754
-------- -------- -------- --------
NET INCOME $ 14,173 $ 14,831 $ 5,206 $ 5,875
======== ======== ======== ========
Net income per share $ 1.13 $ 1.16 $ .42 $ .46
======== ======== ======== ========
Net income per share assuming dilution $ 1.10 $ 1.14 $ .41 $ .45
======== ======== ======== ========
</TABLE>
See notes to condensed consolidated financial statements (unaudited).
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<PAGE> 5
FORM 10-Q
LeaRonal, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
November 30
1998 1997
-------- --------
(in thousands)
<S> <C> <C>
OPERATING ACTIVITIES $ 14,173 $ 14,831
Net income
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 4,510 3,920
Provision for bad debts 190 506
Equity in earnings of unconsolidated affiliates
net of dividends received (209) (256)
Deferred income taxes (104) (311)
Minority interests 1,565 1,398
Gain on sales of investments available-for-sale (109) (62)
Changes in operating assets and liabilities:
Receivables 3,853 (9,024)
Inventories 1,452 (688)
Other current assets 3 765
Other receivables 376 (319)
Accounts payable (2,122) 3,254
Accrued expenses and other liabilities 643 317
Income taxes payable (348) 2,288
Other assets (1,216) 119
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 22,657 16,738
INVESTING ACTIVITIES
Purchase of property, plant and equipment (net) (6,325) (9,110)
Proceeds from sales of investments available-for-sale 248 5,737
Purchases of investments available-for-sale (246) (212)
Purchases of investments held-to-maturity (14,461) (10,298)
Redemption of investments held-to-maturity 13,083 10,068
-------- --------
NET CASH USED IN INVESTING ACTIVITIES (7,701) (3,815)
</TABLE>
See notes to condensed consolidated financial statements (unaudited)
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<PAGE> 6
FORM 10-Q
LeaRonal, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Continued)
<TABLE>
<CAPTION>
Nine Months Ended
November 30
1998 1997
-------- --------
(in thousands)
FINANCING ACTIVITIES
<S> <C> <C>
Dividends paid $ (5,273) $ (4,942)
Dividends paid to minority shareholders (322) (304)
Proceeds from notes payable 4,444
Payments on debt obligations (867) (652)
Proceeds from exercise of stock options 386 496
Purchases of treasury stock (5,846) (4,812)
-------- --------
NET CASH USED IN FINANCING ACTIVITIES (7,478) (10,214)
Effect of exchange rate changes on cash and 160 223
-------- --------
cash equivalents
INCREASE IN CASH AND CASH EQUIVALENTS 7,638 2,932
Cash and cash equivalents at beginning of the year 19,653 18,117
-------- --------
CASH AND CASH EQUIVALENTS
AT END OF THE PERIOD $ 27,291 $ 21,049
======== ========
SUPPLEMENTAL DISCLOSURES
Cash paid during the period for:
Interest $ 463 $ 449
Income taxes 5,880 4,536
</TABLE>
See notes to condensed consolidated financial statements (unaudited)
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<PAGE> 7
FORM 10-Q
LeaRonal, Inc. and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared by the Company in accordance with generally accepted
accounting principles for interim financial information and with the
instructions of Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion
of management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position, results of
operations and cash flows at November 30, 1998 and for all periods presented
have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these
condensed consolidated financial statements be read in conjunction with the
consolidated financial statements and notes thereto included in the
Company's February 28, 1998 annual report to shareholders. The results of
operations for the period ended November 30, 1998 are not necessarily
indicative of the operating results for the full year.
NOTE B - EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings
per share. Earnings per share for the nine months and three months ended
November 30 are as follows:
<TABLE>
<CAPTION>
Nine Months ended Three months ended
November 30 November 30
1998 1997 1998 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Numerator for basic and
diluted earnings per share
- net income $14,173,000 $14,831,000 $ 5,206,000 $ 5,875,000
Denominator:
Denominator for basic
earnings per share
- weighted average shares 12,584,299 12,810,495 12,536,200 12,754,225
Effect of dilutive securities:
Employee stock options 290,910 243,537 209,410 344,854
----------- ----------- ----------- -----------
Denominator for diluted
earnings per share - adjusted
weighted average shares
and assumed conversions 12,875,209 13,054,032 12,745,610 13,099,079
=========== =========== =========== ===========
Net income per share $ 1.13 $ 1.16 $ 0.42 $ 0.46
=========== =========== =========== ===========
Net income per share -
assuming dilution $ 1.10 $ 1.14 $ 0.41 $ 0.45
=========== =========== =========== ===========
</TABLE>
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<PAGE> 8
FORM 10-Q
LeaRonal, Inc. and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Continued)
NOTE C - INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
Nov. 30, 1998 Feb. 28, 1998
------------- -------------
<S> <C> <C>
Raw materials $14,711,000 $12,772,000
Finished goods 12,658,000 15,634,000
----------- -----------
$27,369,000 $28,406,000
=========== ===========
</TABLE>
Domestic gold and silver inventories as of November 30, 1998 and 1997 are
carried at the lower of cost (last-in, first out [LIFO] method) or market. All
other inventories are carried at the lower of cost (first-in, first-out [FIFO]
method) or market. If the FIFO method of accounting had been used by the
Company, domestic gold and silver inventories at November 30, 1998 and February
28, 1998 would have been $1,793,000 and $2,042,000 higher, respectively.
NOTE D - STOCKHOLDERS' EQUITY
The following information pertains to cash dividends for the nine months ended
November 30. The May 1997 period has been restated for the 3 for 2 stock split
effective August 19, 1997.
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Dividends declared May May
Dividends paid June June
Dividends declared July July
Dividends paid August August
Dividends declared October October
Dividends paid November November
Dividends per common share:
Quarter ended May 31 $0.14 $0.13
Quarter ended August 31 $0.14 $0.13
Quarter ended November 30 $0.14 $0.13
Number of outstanding shares on which dividend was
declared:
Quarter ended May 31 12,613,557 12,812,357
Quarter ended August 31 12,575,728 12,798,602
Quarter ended November 30 12,536,670 12,727,951
Amount of dividends:
Quarter ended May 31 $ 1,766,000 $ 1,623,000
Quarter ended August 31 1,760,000 1,664,000
Quarter ended November 30 1,747,000 1,655,000
----------- -----------
$ 5,273,000 $ 4,942,000
=========== ===========
</TABLE>
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FORM 10-Q
LeaRonal, Inc. and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Continued)
NOTE E - OTHER INCOME
Other income consists of the following:
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
November 30 November 30
------------------------------ -----------------------------
1998 1997 1998 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Royalty and commission income $ 1,630,000 $ 1,425,000 $ 692,000 $ 494,000
Equity in earnings of
unconsolidated affiliates 639,000 727,000 236,000 274,000
Foreign currency (losses) gains (21,000) (1,347,000) 430,000 (654,000)
Investment income and other 290,000 268,000 68,000 48,000
----------- ----------- ----------- -----------
$ 2,538,000 $ 1,073,000 $ 1,426,000 $ 162,000
=========== =========== =========== ===========
</TABLE>
NOTE F - COMPREHENSIVE INCOME
On March 1, 1998, the Company adopted Financial Accounting Standards Board
Statement of Financial Accounting Standards ("SFAS") No. 130 "Reporting
Comprehensive Income." SFAS No. 130 establishes new rules for the reporting and
display of comprehensive income and its components; however, the adoption of
SFAS No. 130 had no impact on the company's net income or stockholders' equity.
SFAS No. 130 requires unrealized gains or losses on the Company's
available-for-sale securities and foreign currency translation adjustments,
which prior to adoption were reported separately in stockholders' equity, to be
included in other comprehensive income.
The components of comprehensive income, net of related tax, for the nine months
and three months ended November 30 are as follows:
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
November 30 November 30
1998 1997 1998 1997
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net Income as reported $ 14,173,000 $ 14,831,000 $ 5,206,000 $ 5,875,000
Unrealized (losses) gains on
securities (71,000) 27,000 60,000 13,000
Foreign currency translation
adjustment 1,308,000 250,000 1,064,000 816,000
------------ ------------ ------------ ------------
Comprehensive income $ 15,410,000 $ 15,108,000 $ 6,330,000 $ 6,704,000
============ ============ ============ ============
</TABLE>
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<PAGE> 10
FORM 10-Q
LeaRonal, Inc. and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Continued)
NOTE G - SUBSEQUENT EVENT
On December 20, 1998, the Company entered into an Agreement and Plan of Merger
(the "Merger Agreement") with Rohm and Haas Company ("Rohm and Haas") pursuant
to which a Rohm and Haas subsidiary has commenced a tender offer (the "Offer")
to purchase all of the Company's issued and outstanding shares for $34.00 per
share in cash. The Offer is conditioned upon, among other things, there being
validly tendered and not withdrawn prior to the expiration of the Offer
(scheduled for January 22, 1999) a number of shares representing at least
two-thirds of the Company's outstanding shares on a fully diluted basis.
Following the successful completion of the Offer, any shares not purchased in
the Offer (except for shares as to which any applicable dissenters' rights have
been perfected) will be converted into the right to receive $34.00 per share in
cash in a second-step merger (the "Merger"). The Offer and Merger are subject to
certain regulatory and other conditions.
Simultaneously with the execution and delivery of the Merger Agreement, certain
stockholders of the Company together owning approximately 29% of the Company's
outstanding shares agreed to tender their shares into the Offer and also granted
Rohm and Haas an irrevocable option to purchase such shares under certain
circumstances.
The Company expects to incur up to approximately $5 million of merger-related
charges in the fourth quarter of fiscal 1999.
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<PAGE> 11
FORM 10-Q
LeaRonal, Inc. and Subsidiaries
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward Looking Information
This report and other Company reports identify many factors affecting its future
business prospects including: economic conditions, currency exchange rates,
inflation, competition, new product introductions, pricing, future market
demand, customer requirements, and changes in our corporate ownership. Changes
in any of these factors could have a significant impact on future results of the
Company.
Nine months ended November 30, 1998 and November 30, 1997
Net sales consists of sales of proprietary and patented specialty electronic and
imaging chemicals, referred to as "process sales," the precious metal content of
its electroplating processes, and sales of other products. Process sales
amounted to $99,589,000 in the November 1998 period compared with $99,575,000 in
the November 1997 period. Process sales increased 6% in Asia, decreased 2% in
the United States and decreased 6% in Europe in the November 1998 period. The
rate of sales growth in Asia slowed in the November 1998 period due to a
downturn in Asian economies related to the devaluation of foreign currencies and
general economic recession which started during the second half of 1997. During
the 1998 period there has generally been a reduction in demand for electronic
components on a worldwide basis. Approximately 75% of the Company's process
sales are supplied to customers for electronic applications. Precious metal
content and other sales totaled $72,318,000 in the November 1998 period, a
decrease of $11,396,000 or 14% from $83,714,000 in the November 1997 period
primarily due to decreased precious metal content sales volume and lower gold
metal prices. The average gold price per troy ounce for the November 1998 and
November 1997 periods were $295 and $331, respectively.
Cost of sales decreased $12,256,000 in the November 1998 period. The decrease
was principally due to decreased precious metal content sales. The November 1998
period reflects a 2% increase in gross profits. The Company's overall gross
profit percentage increased from 28.9% to 31.3%, principally due to the increase
in process sales, which have a higher gross margin, as a percentage of total
sales, and a change in product mix. Unit margins for certain processes for the
printed circuit industry continued to erode in the 1998 period due to the
competitive environment and pressures asserted by end use customers.
Selling, general, and administrative expenses increased $3,614,000 or 12% in the
November 1998 period. The increases occurred in all geographic regions, as the
Company has added sales and technical personnel to support new products and the
increased demand from customers for technical services. In addition, the
increase in selling, general, and administrative expenses includes approximately
$1,100,000 related to non-capitalizable costs associated with implementing
global information system upgrades, which are year 2000 compliant. The Company
currently believes its year 2000 implementation program will be completed in
1999.
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<PAGE> 12
FORM 10-Q
LeaRonal, Inc. and Subsidiaries
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
Other income includes royalty and commission income, earnings of unconsolidated
affiliates, foreign currency losses, and investment income. The November 1997
period includes $1,347,000 of foreign currency losses attributable to the
decrease in value of the Taiwan dollar and Singapore dollar against the U.S.
dollar. The November 1998 period includes net foreign currency losses of
$21,000. In addition, royalty and commission income increased $206,000 in the
November period principally due to increased royalty income received from the
Company's Japanese affiliate.
Research and development expenses increased $353,000 or 13% to $3,162,000 in the
November 1998 period from $2,809,000 in the November 1997 period. The increase
is primarily due to increased personnel costs to support existing product lines
and new product development.
The effective income tax rate decreased in the November 1998 period to 28% from
31% in the November 1997 period. This is principally due to an increase in the
percentage of earnings at the Company's foreign subsidiaries which are taxed at
lower rates than those of the Company's domestic operations.
Net income decreased $658,000 in the November 1998 period, primarily due to
increased selling, general and administrative expenses, and to a lesser extent,
increased research and development expenses, and minority interest which were
partially offset by increased gross margins, other income and lower effective
income tax rates.
At November 30, 1998, the Company had working capital of $81,235,000 and current
assets of $122,067,000 including $40,928,000 in cash, cash equivalents, and
short term investments. During the November 1998 period, the Company purchased
224,500 shares of its stock at a cost of $5,846,000. The Company believes its
existing working capital and borrowing capacity, coupled with the funds
generated from operations will be sufficient to fund its anticipated capital
expenditures. It is estimated that worldwide expenditures for software,
hardware, training, and implementation of new information systems which are year
2000 compliant will total less than $3,000,000, of which approximately more than
50% has been recorded as of November 30, 1998. In addition, the Company expects
to incur up to approximately $5,000,000 of merger-related charges in the fourth
quarter of 1999, none of which were recorded in the November 1998 period.
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<PAGE> 13
FORM 10-Q
LeaRonal, Inc. and Subsidiaries
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
Three months ended November 30, 1998 and November 30, 1997
Net sales decreased $4,474,000 or 7% from $62,155,000 in the November 1997
quarter to $57,681,000 in the November 1998 quarter. Process sales decreased
$1,970,000 or 6% to $33,076,000 in the November 1998 quarter, from $35,046,000
in the November 1997 quarter. In the November 1998 quarter, process sales in
Asia were flat, while process sales in the United States and Europe decreased
approximately 5%. Precious metal content and other sales totaled $24,605,000 in
the November 1998 quarter, a decrease of $2,504,000 or 9% from $27,109,000 in
the November 1997 quarter primarily due to decreased precious metal content
sales volume in the United States and lower gold metal prices. The average gold
price per troy ounce for the November 1998 and November 1997 quarters were $293
and $318, respectively.
Cost of sales decreased $3,404,000 in the November 1998 quarter. The decrease
was principally due to decreased precious metal content sales and decreased
process sales. The November 1998 quarter reflects decreased gross profits of
$1,070.000 or 5% due to decreased sales. The Company's overall gross profit
percentage increased from 31.7% to 32.3%, principally due to the increase in
process sales, which have a higher gross margin, as a percentage of total sales.
Selling, general, and administrative expenses increased $1,126,000 or 11% in the
November 1998 quarter. The increases occurred in all regions and reflects the
cost of additional sales and technical personnel and the cost of implementing
information system upgrades which are year 2000 compliant.
Other income increased $1,264,000 in the November 1998 quarter principally due
to foreign currency gains related to the strengthening of the Taiwan dollar
against the U.S. dollar and increased royalty income from the Company's Japanese
affiliate.
Research and development expenses increased $83,000 or 9% to $1,050,000 in the
November, 1998 quarter from $967,000 in the November 1997 quarter. The increase
is primarily due to increased personnel costs to support existing product lines
and new product development.
The effective income tax rate decreased in the November 1998 quarter to 30% from
32% in the November 1997 quarter. This is principally due to an increase in the
percentage of earnings from the Company's foreign subsidiaries which are taxed
at lower rates than the Company's domestic operations.
Net income decreased $669,000 or 11% in the November 1998 quarter, primarily due
to decreased gross profit from reduced sales, increased selling, general and
administrative expenses, partially offset by increased other income and lower
effective income tax rates.
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<PAGE> 14
FORM 10-Q
LeaRonal, Inc. and Subsidiaries
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
The independent auditors are not examining this Form 10-Q prior to
submission by the Registrant.
b) On December 23, 1998, the Company filed a report on Form 8-K related to
the Company's agreement to be acquired by Rohm and Haas Company.
- 14 -
<PAGE> 15
FORM 10-Q
LeaRonal, Inc. and Subsidiaries
PART II - OTHER INFORMATION
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.
LeaRonal, Inc.
-------------------------
(Registrant)
/s/ Ronald Ostrow
-------------------------
Ronald Ostrow
President and
Chief Executive Officer
/s/ David Rosenthal
-------------------------
David Rosenthal
Vice President - Finance
and Treasurer
Dated: February 11, 1999
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