<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------
AMENDMENT NO. 1 TO FORM 8-K FILED ON NOVEMBER 13,1998
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 29, 1998
------------------------
MET-PRO CORPORATION
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
DELAWARE 001-07763 23-1683282
- --------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
160 Cassell Road, Harleysville, PA 19438
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code 215-723-6751
------------------------------
(Not Applicable)
-------------------------------
(Former name or former address,
if changed from last report)
<PAGE>
Registrant's Current Report on Form 8-K for an event occurring on October
29, 1998 (filed on November 13, 1998) omitted the Pro Forma Financial
Information required by Item 7 of Form 8-K and set forth that such
information would be filed by amendment within sixty (60) days.
This Amendment No. 1 to such Form 8-K is hereby filed in order to provide
the Pro Forma Financial Information required by Item 7.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(b) Pro Forma Financial Information
The following unaudited pro forma consolidated financial information
presents the pro forma consolidated balance sheet at July 31, 1998 and
January 31, 1998, giving effect to the acquisition of all of the material
assets, subject to ordinary business liabilities, of Flex-Kleen
Corporation, a Delaware corporation and Flex-Kleen Canada, Ltd., and
Ontario (Canada) corporation (collectively "Flex-Kleen") as if it had been
consummated on those dates. Also presented are the pro forma consolidated
statements of operations for the six months ended July 31, 1998 and the
year ended January 31, 1998, giving effect to such assets, subject to such
liabilities, of Flex-Kleen as if the acquisition had been consummated as of
the beginning of the respective periods presented.
The Company's fiscal year ends on January 31, and Flex-Kleen's fiscal year
ends on October 31. The pro forma consolidated balance sheet combines the
respective balance sheets of Met-Pro Corporation and Flex-Kleen as of July
31, 1998 and January 31, 1998. The pro forma consolidated statement of
operations for the six months ended July 31, 1998 combines results of each
company for the period. The pro forma consolidated statement of operations
for the year ended January 31, 1998 combines the results of Met-Pro
Corporation for its year ended January 31, 1998 and the results of
Flex-Kleen for its year ended October 31, 1997.
The pro forma data is based on the historical combined statements of
Met-Pro Corporation and Flex-Kleen giving effect to the purchase method of
accounting and to the assumptions and adjustments (which the Company
believes to be reasonable) described in the accompanying notes to the
unaudited pro forma consolidated financial information.
Under the purchase method of accounting, assets acquired and liabilities
assumed will be recorded at their estimated fair value at the date of
acquisition. The pro forma adjustments set forth in the following unaudited
pro forma consolidated financial information are estimated and may differ
from the actual adjustments when they become known. However, no material
differences are anticipated by the Company.
The following unaudited pro forma consolidated financial information does
not reflect certain cost savings that the Company believes may be realized
following the Flex-Kleen acquisition. Such cost savings are expected to be
realized primarily through the elimination of certain overhead expenses and
geographic overlap and the implementation of strict cost controls and
standardized operating procedures. Additionally, the Company believes the
acquisition will enable it to realize increased operating efficiencies and
economies of scale including enhanced purchasing power and increased asset
utilization.
The pro forma data is provided for comparative purposes only. It does not
purport to be indicative of the results that actually would have occurred
if such acquisition had been consummated on the dates indicated or that may
be obtained in the future. The unaudited pro forma combined financial
information should be read in conjunction with the notes thereto, the
audited financial statements of Flex-Kleen for the year ended October 31,
1997 and the nine months ended July 31, 1998 and notes thereto, and the
Company's consolidated financial statements and related notes thereto,
incorporated herein by reference.
-1-
<PAGE>
The following are filed here within:
Unaudited Pro Forma Consolidated Condensed Balance Sheet as of July
31, 1998
Unaudited Pro Forma Consolidated Condensed Statement of Operations for
the Six Months Ended July 31, 1998
Notes to Unaudited Pro Forma Consolidated Financial Information for
the Six Months Ended July 31, 1998
Unaudited Pro Forma Consolidated Condensed Balance Sheet as of January
31, 1998
Unaudited Pro Forma Consolidated Condensed Statement of Operations for
the Year Ended January 31, 1998
Notes to Unaudited Pro Forma Consolidated Financial Information for
the Year Ended January 31, 1998
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<PAGE>
<TABLE>
<CAPTION>
MET-PRO CORPORATION
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
As of July 31, 1998
-----------------------------------------------------------------------------
Historical Pro Forma
-----------------------------------------------------------------------------
Adjustments
Met-Pro Flex-Kleen Increase/
Corporation Corporation Total Notes Decrease Consolidated
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $8,073,238 $ 8,073,238 (D) ($367,221) $4,706,017
(C) (3,000,000)
Accounts receivable, net of allowance 10,128,616 $2,359,000 12,487,616 12,487,616
Inventories 13,241,599 1,745,000 14,986,599 14,986,599
Prepaid expenses, deposits and
other current assets 1,230,123 30,000 1,260,123 (M) 542,153 1,802,276
Deferred income taxes 1,014,856 1,014,856 1,014,856
-----------------------------------------------------------------------------
Total current assets 33,688,432 4,134,000 37,822,432 (2,825,068) 34,997,364
Property, plant and equipment, at
cost, net 13,931,444 240,000 14,171,444 (E) 130,000 14,301,444
Costs in excess of net assets of
business acquired 7,219,406 7,219,406 (F) 12,304,068 19,523,474
Other assets 1,079,623 1,305,000 2,384,623 (G) (1,305,000) 1,129,623
(A) 50,000
-----------------------------------------------------------------------------
Total assets $55,918,905 $5,679,000 $61,597,905 $8,354,000 $69,951,905
=============================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current portion of long-term debt $895,942 $895,942 (B) $1,200,000 $2,095,942
Accounts payable 3,091,564 $2,142,000 5,233,564 (H) (597,000) 4,636,564
Accrued salaries, wages and expenses 5,753,583 557,000 6,310,583 (I) (13,000) 6,241,583
(J) (56,000)
Customers' advances 234,289 234,289 234,289
Accrued income taxes 36,000 36,000 (K) (36,000) --
-----------------------------------------------------------------------------
Total current liabilities 9,975,378 2,735,000 12,710,378 498,000 13,208,378
Long-term debt 1,843,060 1,843,060 (B) 10,800,000 12,643,060
Other non-current liabilities 288,938 1,108,000 1,396,938 (G) (1,108,000) 288,938
Deferred income taxes 370,598 370,598 370,598
-----------------------------------------------------------------------------
Total liabilities 12,477,974 3,843,000 16,320,974 10,190,000 26,510,974
-----------------------------------------------------------------------------
Stockholders' equity
Common stock, Met-Pro Corporation 713,862 713,862 713,862
Common stock, Flex-Kleen Corporation 200,000 200,000 (L) (200,000) --
Additional paid-in capital 7,508,748 1,715,000 9,223,748 (L) (1,715,000) 7,508,748
Retained earnings 39,057,809 39,057,809 39,057,809
Accumulated other comprehensive loss (156,653) (79,000) (235,653) (L) 79,000 (156,653)
Less: Treasury stock, at cost (3,682,835) (3,682,835) (3,682,835)
-----------------------------------------------------------------------------
Net stockholders' equity 43,440,931 1,836,000 45,276,931 (1,836,000) 43,440,931
-----------------------------------------------------------------------------
Total liabilities and
stockholders' equity $55,918,905 $5,679,000 $61,597,905 $8,354,000 $69,951,905
=============================================================================
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
MET-PRO CORPORATION
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
For the six months ended July 31, 1998
-----------------------------------------------------------------------------
Historical Pro Forma
-----------------------------------------------------------------------------
Adjustments
Met-Pro Flex-Kleen Increase/
Corporation Corporation Total Notes Decrease Consolidated
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net sales $29,529,731 $8,982,000 $38,511,731 $38,511,731
Cost of goods sold 18,365,829 6,027,000 24,392,829 24,534,829
(S) $12,500
(T) 15,000
(U) 2,000
(V) 12,500
(X) 100,000
- ------------------------------------------------------------------------------------------------------------------------------------
Gross profit 11,163,902 2,955,000 14,118,902 (142,000) 13,976,902
Operating expense
Selling 2,705,768 570,000 3,275,768 3,281,268
(U) 500
(V) 5,000
General and administrative 3,278,041 697,000 3,975,041 (R) 153,801 4,599,327
(N) 5,000
(O) 6,500
(Q) 340,985
(T) 10,000
(U) 500
(V) 7,500
(W) 100,000
-----------------------------------------------------------------------------
5,983,809 1,267,000 7,250,809 629,786 7,880,595
-----------------------------------------------------------------------------
Income from operations 5,180,093 1,688,000 6,868,093 (771,786) 6,096,307
Other income/(expense) 336,324 (61,000) 275,324 (P) (90,000) 185,324
-----------------------------------------------------------------------------
Income before taxes 5,516,417 1,627,000 7,143,417 (861,786) 6,281,631
Provision for taxes 2,025,911 623,000 2,648,911 (Y) (261,891) 2,387,020
-----------------------------------------------------------------------------
Net income $3,490,506 $1,004,000 $4,494,506 ($599,895) $3,894,611
=============================================================================
Earnings per share, basic $0.50 $0.56
Earnings per share, diluted $0.50 $0.55
Outstanding shares, basic 6,974,394 6,974,394
Outstanding shares, diluted 7,032,673 7,032,673
</TABLE>
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<PAGE>
MET-PRO CORPORATION
Notes to Unaudited Pro Forma Consolidated Financial Information
For the Six Months Ended July 31, 1998
NOTE 1:
The unaudited pro forma consolidated condensed balance sheet is based on
the individual balance sheets of Met-Pro Corporation and Flex-Kleen to
reflect the acquisition of all of the material assets, subject to ordinary
business liabilities, of Flex-Kleen by Met-Pro Corporation (which was
completed on October 29, 1998) as if it had taken place on July 31, 1998
after giving effect to pro forma adjustments to reflect the following:
Met-Pro Corporation paid approximately $15,000,000 for the assets of
Flex-Kleen, in the form of cash.
As part of the transaction, Met-Pro Corporation entered into a five (5)
year non-compete transaction with the stockholders of Flex-Kleen for which
it was paid $50,000 (A).
Total cash required at settlement amounted to $15,000,000. Met-Pro
Corporation financed this transaction with a bank on an unsecured basis.
The bank financing, in the amount of $12,000,000 (B), is comprised of a
ten-year term loan with a fixed interest rate swap of 5.98% with payments
of principal and interest due on a quarterly basis beginning January 31,
1999. The balance of $3,000,000 was paid from cash on hand of the
Registrant (C).
Met-Pro Corporation incurred $367,221 (D) in costs associated with the
transaction, which was funded internally.
For purposes of the unaudited pro forma condensed financial statements,
Flex-Kleen's furniture and fixtures were written up by $130,000 (E) to
estimated fair value.
As a result of this acquisition, Met-Pro Corporation has increased the
costs in excess of net assets of businesses acquired by $12,304,068 (F) as
of July 31, 1998.
The following adjustments resulted from the Asset Purchase Agreement:
(G) Represents the elimination of Sellers' intercompany accounts
receivable and accounts payable in accordance with Section 1.1.2(d)
and 1.4.2(d) of the Asset Purchase Agreement (the "Agreement").
(H) Represents cash overdrafts that are excluded in accordance with
Section 1.4.2(c) of the Agreement.
(I) Represents carried-over vacation for periods prior to January 1, 1998
excluded in accordance with Section 1.4.2(g)(B) of the Agreement.
(J) Represents accrued sales and use taxes ($49,000) and defined benefit
retirement costs ($7,000) excluded in accordance with Sections
1.4.2(a) and 1.4.2(g)(A) of the Agreement, respectively.
(K) Represents accrued federal, state and Canadian taxes that are excluded
in accordance with Section 1.4.2(a) of the Agreement.
(L) Elimination of Sellers' common stock, additional paid in capital and
cumulative translation adjustment.
(M) Represents the adjustment to arrive at the "Pro Forma Net Equity" as
defined in Section 1.3.2(a) of the Agreement.
-5-
<PAGE>
MET-PRO CORPORATION
Notes to Unaudited Pro Forma Consolidated Financial Information
For the Six Months Ended July 31, 1998
NOTE 2:
The unaudited pro forma consolidated condensed statement of operations is
based on the individual statements of Met-Pro Corporation and Flex-Kleen
for the six months ended July 31, 1998 after giving effect to the pro forma
adjustments necessary to reflect the acquisition described in Note 1, as if
it had taken place on February 1, 1998.
The pro forma adjustments are as follows:
(N) Amortization of covenant not to compete of $5,000.
(O) Additional depreciation on the write-up of Flex-Kleen's furniture and
fixtures amounting to $6,500.
(P) Reduction in interest income by $90,000 due to the cash outlay by
Met-Pro Corporation to acquire Flex-Kleen's assets.
(Q) Interest expense increase of $340,985 as a result of bank financing of
$12,000,000.
(R) Amortization of costs in excess of net assets of businesses acquired
over forty (40) years amounting to $153,801.
(S) Insurance expense increase of $12,500 due to increased liability and
property coverage.
(T) Pension expense increase of $25,000 due to the addition of Flex-Kleen
employees to our Company's defined benefit plan.
(U) Administrative expense for the maintenance of existing 401-(k) plan of
$3,000.
(V) Employee benefit expense increase of $25,000 for various employee
benefits.
(W) Estimated additional Met-Pro Corporation out of pocket costs of
$100,000.
(X) Decrease of $100,000 in gross margins for sales of inventory to
affiliate by Flex-Kleen.
(Y) Tax effect of the above adjustments to result in an assumed effective
consolidated income tax rate of 38%.
-6-
<PAGE>
<TABLE>
<CAPTION>
MET-PRO CORPORATION
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
As of January 31, 1998
-----------------------------------------------------------------------------
Historical Pro Forma
-----------------------------------------------------------------------------
Adjustments
Met-Pro Flex-Kleen Increase/
Corporation Corporation Total Notes Decrease Consolidated
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $11,253,380 $16,000 $11,269,380 (D) ($367,221) $7,902,159
(C) (3,000,000)
Accounts receivable, net of allowance 10,664,310 4,055,000 14,719,310 14,719,310
Notes receivable, ESOT 200,000 200,000 200,000
Inventories 12,210,749 1,503,000 13,713,749 13,713,749
Prepaid expenses, deposits and
other current assets 723,965 46,000 769,965 (M) 343,153 1,113,118
Deferred income taxes 1,014,856 1,014,856 1,014,856
-----------------------------------------------------------------------------
Total current assets 36,067,260 5,620,000 41,687,260 (3,024,068) 38,663,192
Property, plant and equipment, at
cost, net 13,787,596 273,000 14,060,596 (E) 130,000 14,190,596
Costs in excess of net assets of
business acquired 7,198,915 7,198,915 (F) 12,304,068 19,502,983
Other assets 930,469 2,312,000 3,242,469 (G) (2,312,000) 980,469
(A) 50,000
-----------------------------------------------------------------------------
Total assets $57,984,240 $8,205,000 $66,189,240 $7,148,000 $73,337,240
=============================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current portion of long-term debt $1,441,964 $1,441,964 (B) $1,200,000 $2,641,964
Accounts payable 2,648,943 $3,149,000 5,797,943 (H) (597,000) 5,200,943
Accrued salaries, wages and expenses 6,529,188 870,000 7,399,188 (I) (13,000) 7,330,188
(J) (56,000)
Customers' advances 647,450 647,450 647,450
Accrued income taxes 74,000 74,000 (K) (74,000) --
-----------------------------------------------------------------------------
Total current liabilities 11,267,545 4,093,000 15,360,545 460,000 15,820,545
Long-term debt 2,242,047 2,242,047 (B) 10,800,000 13,042,047
Other non-current liabilities 249,037 1,024,000 1,273,037 (G) (1,024,000) 249,037
Deferred income taxes 384,782 384,782 384,782
-----------------------------------------------------------------------------
Total liabilities 14,143,411 5,117,000 19,260,411 10,236,000 29,496,411
-----------------------------------------------------------------------------
Stockholders' equity
Common stock, Met-Pro Corporation 713,862 713,862 713,862
Common stock, Flex-Kleen Corporation 200,000 200,000 (L) (200,000) --
Additional paid-in capital 7,868,357 2,930,000 10,798,357 (L) (2,930,000) 7,868,357
Retained earnings 37,667,872 37,667,872 37,667,872
Accumulated other comprehensive loss (219,015) (42,000) (261,015) (L) 42,000 (219,015)
Less: Treasury stock, at cost (2,190,247) (2,190,247) (2,190,247)
-----------------------------------------------------------------------------
Net stockholders' equity 43,840,829 3,088,000 46,928,829 (3,088,000) 43,840,829
-----------------------------------------------------------------------------
Total liabilities and
stockholders' equity $57,984,240 $8,205,000 $66,189,240 $7,148,000 $73,337,240
=============================================================================
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
MET-PRO CORPORATION
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
For the year ended January 31, 1998
-----------------------------------------------------------------------------
Historical Pro Forma
-----------------------------------------------------------------------------
Adjustments
Met-Pro Flex-Kleen Increase/
Corporation Corporation Total Notes Decrease Consolidated
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net sales $62,387,870 $19,396,000 $81,783,870 $81,783,870
Cost of goods sold 39,802,965 12,969,000 52,771,965 52,849,965
(S) $25,000
(T) 25,000
(U) 3,000
(V) 25,000
- ------------------------------------------------------------------------------------------------------------------------------------
Gross profit 22,584,905 6,427,000 29,011,905 (78,000) 28,933,905
Operating expense:
Selling 5,331,954 1,793,417 7,125,371 (T) 10,000 7,146,371
(U) 1,000
(V) 10,000
General and administrative 6,557,355 2,205,583 8,762,938 (R) 307,602 9,887,510
(N) 10,000
(O) 13,000
(Q) 681,970
(T) 15,000
(U) 2,000
(V) 15,000
(W) (120,000)
(X) 200,000
-----------------------------------------------------------------------------
11,889,309 3,999,000 15,888,309 1,145,572 17,033,881
-----------------------------------------------------------------------------
Income from operations 10,695,596 2,428,000 13,123,596 (1,223,572) 11,900,024
Other income/(expense) 970,767 (134,000) 836,767 (P) (180,000) 656,767
-----------------------------------------------------------------------------
Income before taxes 11,666,363 2,294,000 13,960,363 (1,403,572) 12,556,791
Provision for taxes 4,549,882 793,000 5,342,882 (Y) (445,734) 4,897,148
-----------------------------------------------------------------------------
Net income $7,116,481 $1,501,000 $8,617,481 ($957,838) $7,659,643
=============================================================================
Earnings per share, basic $1.01 $1.09
Earnings per share, diluted $1.00 $1.07
Outstanding shares, basic 7,053,071 7,053,071
Outstanding shares, diluted 7,144,931 7,144,931
</TABLE>
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<PAGE>
MET-PRO CORPORATION
Notes to Unaudited Pro Forma Consolidated Financial Information
For the Year Ended January 31, 1998
NOTE 1:
The unaudited pro forma consolidated condensed balance sheet is based on
the individual balance sheets of Met-Pro Corporation for the year ended
January 31, 1998 and Flex-Kleen for the year ended October 31, 1997, to
reflect the acquisition of all of the material assets, subject to ordinary
business liabilities, of Flex-Kleen by Met-Pro Corporation (which took
place on October 29, 1998) as if it was completed on January 31, 1998 after
giving effect to pro forma adjustments to reflect the following:
Met-Pro Corporation paid approximately $15,000,000 for the assets of
Flex-Kleen, in the form of cash.
As part of the transaction, Met-Pro Corporation entered into a five (5)
year non-compete transaction with the stockholders of Flex-Kleen for which
it was paid $50,000 (A).
Total cash required at settlement amounted to $15,000,000. Met-Pro
Corporation financed this transaction with a bank on an unsecured basis.
The bank financing, in the amount of $12,000,000 (B), is comprised of a
ten-year term loan with a fixed interest rate swap of 5.98% with payments
of principal and interest due on a quarterly basis beginning January 31,
1999. The balance of $3,000,000 was paid from cash on hand of the
Registrant (C).
Met-Pro Corporation incurred $367,221 (D) in costs associated with the
transaction, which was funded internally.
For purposes of the unaudited pro forma condensed financial statements,
Flex-Kleen's furniture and fixtures were written up by $130,000 (E) to
estimated fair value.
As a result of this acquisition, Met-Pro Corporation has increased the
costs in excess of net assets of businesses acquired by $12,304,068 (F) as
of January 31, 1998.
The following adjustments resulted from the Asset Purchase Agreement:
(G) Represents the elimination of Sellers' intercompany accounts
receivable and accounts payable in accordance with Section
1.1.2(d) and 1.4.2(d) of the Asset Purchase Agreement (the
"Agreement").
(H) Represents cash overdrafts that are excluded in accordance with
Section 1.4.2(c) of the Agreement.
(I) Represents carried-over vacation for periods prior to January 1,
1998 excluded in accordance with Section 1.4.2(g)(B) of the
Agreement.
(J) Represents accrued taxes ($49,000) and defined benefit retirement
costs ($7,000) excluded in accordance with Sections 1.4.2(a) and
1.4.2(g)(A) of the Agreement, respectively.
(K) Represents accrued federal, state and Canadian taxes that are
excluded in accordance with Section 1.4.2(a) of the Agreement.
(L) Elimination of Sellers' common stock, additional paid in capital
and cumulative translation adjustment.
(M) Represents the adjustment to arrive at the "Pro Forma Net Equity"
as defined in Section 1.3.2(a) of the Agreement.
-9-
<PAGE>
MET-PRO CORPORATION
Notes to Unaudited Pro Forma Combined Financial Information
For the Year Ended January 31, 1998
NOTE 2:
The unaudited pro forma consolidated condensed statement of operations is
based on the individual statements of Met-Pro Corporation for the year
ended January 31, 1998 and Flex-Kleen for the year ended October 31, 1997,
after giving effect to the pro forma adjustments necessary to reflect the
acquisition described in Note 1, as if it had taken place on February 1,
1997.
The pro forma adjustments are as follows:
(N) Amortization of covenant not to compete of $10,000.
(O) Additional depreciation on the write-up of Flex-Kleen's furniture
and fixtures amounting to $13,000.
(P) Reduction in interest income by $180,000 due to the cash outlay
by Met-Pro Corporation to acquire Flex-Kleen's assets.
(Q) Interest expense increase of $681,970 as a result of bank
financing of $12,000,000.
(R) Amortization of costs in excess of net assets of businesses
acquired over forty (40) years amounting to $307,602.
(S) Insurance expense increase of $25,000 due to increased liability
and property coverage.
(T) Pension expense increase of $50,000 due to the addition of new
employees to our Company's Defined Benefit Plan.
(U) Administrative expense for the maintenance of existing 401-(k)
plan of $6,000.
(V) Employee benefit expense increase of $50,000 for other various
employee benefits.
(W) Elimination of Flex-Kleen intercompany charges from
Research-Cottrell of $120,000.
(X) Estimated additional Met-Pro Corporation out of pocket costs of
$200,000.
(Y) Tax effect of the above adjustments to result in an assumed
effective consolidated income tax rate of 39%.
-10-
<PAGE>
SIGNATURES
Pursuant to the requirements of the securities exchange Act of 1934, the
registrant has duly caused this Amendment No. 1 to its Current Report on
Form 8-K to be signed on its behalf by the undersigned thereunto duly
authorized.
Date: January 12, 1999 Met-Pro Corporation
By: /s/ William L. Kacin
--------------------------------------
William L. Kacin, President
-11-
<PAGE>
