<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
[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 1-5259
____________________
PITT-DES MOINES, INC.
(Exact name of registrant as specified in its charter)
Commonwealth of Pennsylvania 25-0729430
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1450 Lake Robbins Drive, Suite 400, The Woodlands, TX 77380
(Address of Principal Executive Offices) (Zip Code)
(281) 765-4600
(Registrant's Telephone Number, including Area Code)
Indicate by check 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 [ ]
On July 31, 2000, 7,404,266 shares of Common Stock were outstanding.
<PAGE>
TABLE OF CONTENTS
PAGE
Part I - Financial Information
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk 15
Part II - Other Information
Item 1. Legal Proceedings 16
Item 4. Submission of Matters to a Vote of Security Holders 16
Item 6. Exhibits and Reports on Form 8-K 17
SIGNATURES 18
2
<PAGE>
Part I. Financial Information
Item 1. Financial Statements
PITT-DES MOINES, INC.
Consolidated Statements of Income
(Unaudited)
<TABLE>
<CAPTION>
For the three months For the six months
ended June 30, ended June 30,
----------------------- -----------------------
(in thousands, except per share amounts) 2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Earned revenue $ 176,451 $ 156,455 $ 355,159 $ 299,301
Cost of earned revenue (150,917) (133,430) (305,387) (255,744)
--------- --------- --------- ---------
Gross profit from operations 25,534 23,025 49,772 43,557
Selling, general and administrative expenses (13,366) (13,681) (27,568) (25,731)
--------- --------- --------- ---------
Income from operations 12,168 9,344 22,204 17,826
Other income/(expense):
Interest income 246 190 449 367
Interest expense (568) (944) (903) (1,646)
Gain on sale of assets 7 9 (208) 959
Miscellaneous, net (90) (207) (480) (403)
--------- --------- --------- ---------
(405) (952) (1,142) (723)
--------- --------- --------- ---------
Income before income taxes 11,763 8,392 21,062 17,103
Income taxes (4,705) (3,226) (8,412) (6,640)
--------- --------- --------- ---------
Net income $ 7,058 $ 5,166 $ 12,650 $ 10,463
========= ========= ========= =========
Per common share:
Earnings per share $0.97 $0.72 $ 1.74 $ 1.47
========= ========= ========= =========
Earnings per share - assuming dilution $0.93 $0.69 $ 1.68 $ 1.40
========= ========= ========= =========
Cash dividend $0.20 $0.17 $ 0.40 $ 0.34
========= ========= ========= =========
Shares used to calculate: (in thousands)
Earnings per share 7,300 7,147 7,285 7,126
========= ========= ========= =========
Earnings per share - assuming dilution 7,559 7,502 7,550 7,476
========= ========= ========= =========
CONSOLIDATED RETAINED EARNINGS
Balance at the beginning of year $ 145,391 $ 126,082
Net income 12,650 10,463
Dividends paid (2,956) (2,468)
Other 1 2
--------- ---------
Balance at end of period $ 155,086 $ 134,079
========= =========
</TABLE>
See Notes to Consolidated Financial Statements.
3
<PAGE>
Item 1. Financial Statements (Continued)
PITT-DES MOINES, INC.
Consolidated Statements of Financial Condition
June 30, December 31,
2000 1999
-------- ------------
(in thousands) (Unaudited)
Assets
Current Assets
Cash and cash equivalents $ 8,266 $ 8,974
Accounts receivable including retentions
(less allowances: 2000-$995; 1999-$1,875) 137,276 102,320
Inventories 36,914 30,741
Costs and estimated profits in excess
of billings 55,645 61,150
Deferred income taxes 8,546 8,545
Prepaid expenses 2,488 1,075
-------- --------
Total Current Assets 249,135 212,805
Other Assets 16,903 14,698
Goodwill 7,068 7,186
Property, Plant and Equipment
Land 7,538 7,737
Buildings 48,621 48,665
Machinery and equipment 83,754 80,753
-------- --------
139,913 137,155
Allowances for depreciation (79,892) (76,800)
-------- --------
Net Property, Plant and Equipment 60,021 60,355
-------- --------
$333,127 $295,044
======== ========
See Notes to Consolidated Financial Statements.
4
<PAGE>
Item 1. Financial Statements (Continued)
PITT-DES MOINES, INC.
Consolidated Statements of Financial Condition
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
-------- ------------
(in thousands) (Unaudited)
<S> <C> <C>
Liabilities
Current Liabilities
Accounts payable $ 42,568 $ 61,424
Accrued compensation, related taxes and benefits 16,903 17,333
Other accrued expenses 4,664 3,673
Billings in excess of costs and estimated profits 31,385 18,297
Income taxes 2,295 3,988
Casualty and liability insurance 12,070 8,755
-------- --------
Total Current Liabilities 109,885 113,470
Revolving Credit Facility 30,000 -
Deferred Income Taxes 8,288 8,288
Minority Interest 934 881
Contingencies and Commitments
Stockholders' Equity
Preferred stock - par value $.01 per share;
authorized 3,000,000 shares; issued - none
Common stock - no par value; authorized
15,000,000 shares; issued 8,946,468 shares 33,549 33,549
Additional paid-in capital 7,863 6,305
Retained earnings 155,086 145,391
Accumulated other comprehensive income - -
-------- --------
196,498 185,245
Treasury stock at cost
(2000-1,542,202 shares; 1999-1,597,866 shares) (11,505) (11,784)
Unearned compensation - restricted stock (973) (1,056)
-------- --------
Total Stockholders' Equity 184,020 172,405
-------- --------
$333,127 $295,044
======== ========
</TABLE>
See Notes to Consolidated Financial Statements.
5
<PAGE>
Item 1. Financial Statements (Continued)
PITT-DES MOINES, INC.
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
For the six months ended
June 30,
------------------------
(in thousands) 2000 1999
-------- --------
<S> <C> <C>
Cash Flow From Operating Activities
Net income $ 12,650 $ 10,463
Adjustments to reconcile net income to net
cash provided (utilized) by operating activities:
Depreciation and amortization 4,336 4,274
(Gain) loss on sale of assets 207 (959)
Minority interest, net of dividends paid 53 21
Other non-cash credits, net (252) (26)
Change in operating assets and liabilities
(using) providing cash:
Accounts receivable (34,956) (10,107)
Inventories (6,173) 6,276
Prepaid expenses (1,413) (794)
Costs, estimated profits and billings, net 17,451 18,409
Accounts payable (18,856) (15,028)
Accrued liabilities 3,876 2,896
Income taxes (1,693) (3,817)
-------- --------
Net cash provided (utilized) by operating activities (24,770) 11,608
Cash Flows from Investing Activities
Capital expenditures (3,024) (7,409)
Proceeds from sale of assets 74 2,952
Acquisitions, net - - (2,182)
Change in investments and other assets (55) (265)
-------- --------
Net cash utilized by investing activities (3,005) (6,904)
Cash Flows from Financing Activities
Proceeds from revolving credit facility 60,000 17,000
Payments of revolving credit facility (30,000) (5,000)
Dividends paid (2,956) (2,468)
Other 23 436
-------- --------
Net cash provided by financing activities 27,067 9,968
-------- --------
(Decrease) increase in cash and cash equivalents (708) 14,672
Cash and cash equivalents at beginning of year 8,974 8,447
-------- --------
Cash and cash equivalents at end of period $ 8,266 $ 23,119
======== ========
</TABLE>
See Notes to Consolidated Financial Statements.
6
<PAGE>
Item 1. Financial Statements (Continued)
PITT-DES MOINES, INC.
Notes to Consolidated Financial Statements
(Unaudited)
Note A. Significant Accounting Policies
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the six months ended June 30, 2000 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2000. The December 31, 1999 Consolidated Statement of Financial
Condition was derived from audited financial statements. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1999.
Note B. Earnings Per Share
The following table sets forth the computation of earnings per share and
earnings per share assuming dilution:
<TABLE>
<CAPTION>
Three months Six months
ended June 30, ended June 30,
----------------- -------------------
(in thousands, except per share amounts) 2000 1999 2000 1999
------ ------ ------- -------
<S> <C> <C> <C> <C>
Numerator:
Net income $7,058 $5,166 $12,650 $10,463
====== ====== ======= =======
Denominator:
Weighted-average shares 7,300 7,147 7,285 7,126
Employee stock options and restricted stock 259 355 265 350
------ ------ ------- -------
Weighted-average shares-assuming dilution 7,559 7,502 7,550 7,476
====== ====== ======= =======
Earnings per share $ 0.97 $ 0.72 $ 1.74 $ 1.47
====== ====== ======= =======
Earnings per share-assuming dilution $ 0.93 $ 0.69 $ 1.68 $ 1.40
====== ====== ======= =======
</TABLE>
7
<PAGE>
Item 1. Financial Statements (Continued)
Note C. Costs and Estimated Profits on Uncompleted Contracts
Costs and estimated profits on uncompleted contracts are summarized as follows:
June 30, December 31,
(in thousands) 2000 1999
--------- ------------
Costs incurred on uncompleted contracts $ 818,780 $ 664,064
Estimated profits 112,639 94,429
--------- ---------
931,419 758,493
Less: Billings to date (907,159) (715,640)
--------- ---------
$ 24,260 $ 42,853
========= =========
Costs, estimated profits and billings on uncompleted contracts are included in
the accompanying Consolidated Statements of Financial Condition under the
following captions:
June 30, December 31,
(in thousands) 2000 1999
-------- ------------
Costs and estimated profits in excess of billings $ 55,645 $ 61,150
Billings in excess of costs and estimated profits (31,385) (18,297)
-------- --------
$ 24,260 $ 42,853
======== ========
Note D. Contingencies
As previously reported, in a decision dated February 18, 1999, the United States
Court of Appeals for the Seventh Circuit affirmed the Company's July 31, 1997
conviction for two misdemeanor violations of federal Occupational Safety and
Health Administration regulations. As a result of that conviction, other
claims, actions, or proceedings may be instituted against the Company. The
Company cannot predict the likelihood of such a claim, action or proceeding
being instituted against it, and cannot assess the availability of any insurance
coverage or the possibility or materiality of an adverse result in the event of
any such claim, action or proceeding in advance of a claim, action or proceeding
being instituted.
Various claims and legal proceedings are brought against the Company arising
from the normal course of business. Although counsel is unable to predict with
certainty the ultimate outcome, management and counsel believe the Company has
significant and meritorious defenses to any claims, and intend to pursue them
vigorously.
8
<PAGE>
Item 1. Financial Statements (Continued)
Note D. Contingencies (Continued)
The Company's operations, including idle facilities and other properties, are
subject to and affected by federal, state and local laws and regulations
regarding the protection of the environment. The Company accrues for
environmental costs where such obligations are either known or considered
probable and can be reasonably estimated.
The Company is participating as a potentially responsible party (PRP) at three
different sites, and has been requested to participate as a PRP at one
additional site, pursuant to proceedings under the Comprehensive Environmental
Response, Compensation and Liability Act (CERCLA). Other parties have also been
identified as PRP's at the sites. Investigative and/or remedial activities are
ongoing. The Company believes, based upon information presently available to
it, that the cost of such future activities will not have a material effect on
the Company's financial position, results of operations or liquidity.
Additionally, amounts reflected in results of operations and in the statements
of financial condition during the three years ended December 31, 1999 and during
the six months ended June 30, 2000 for investigative and/or remedial activities
have also not been material. However, the imposition of more stringent
requirements under environmental laws or regulations, new developments or
changes regarding site cleanup costs or the allocation of such costs among PRP's
or a determination that the Company is potentially responsible for the release
of hazardous substances at sites other than those currently identified, could
result in additional costs.
Management believes that the ultimate outcome of any matter currently pending
against the Company will not materially affect the financial position of the
Company although such outcome could be material to the reported results of
operations for the period in which it occurs.
9
<PAGE>
Note E. Business Segment Information
The Company has two reportable operating segments; Heavy Construction and Steel
Distribution. The accounting policies of the reportable segments are the same as
those described in the summary of significant accounting policies in the
Company's 1999 Annual Report except that inventory is accounted for on a First-
In, First-Out basis at the segment level compared to a Last-In, First-Out (LIFO)
basis at the consolidated level, and the Company does not allocate certain items
to its segments including general corporate expenses, incentive stock plan
charges, other income (expense), income tax expense and adjustments to the LIFO
inventory reserve.
<TABLE>
<CAPTION>
Three months Six months
ended June 30, ended June 30,
----------------------- -----------------------
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Earned Revenue:
Heavy Construction $116,397 $108,922 $240,638 $208,434
Steel Distribution 61,224 48,798 116,463 93,364
Corporate and Other (1,170) (1,265) (1,942) (2,497)
-------- -------- -------- --------
$176,451 $156,455 $355,159 $299,301
======== ======== ======== ========
Income (Loss) from Operations:
Heavy Construction $ 10,085 $ 6,448 $ 19,501 $ 14,334
Steel Distribution 4,929 3,831 9,703 6,970
Corporate and Other (2,846) (935) (7,000) (3,478)
-------- -------- -------- --------
$ 12,168 $ 9,344 $ 22,204 $ 17,826
======== ======== ======== ========
</TABLE>
10
<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 WITH THREE MONTHS ENDED JUNE 30, 1999.
The Company reported net income of $7.1 million, or $0.93 per diluted share, on
earned revenue of $176.5 million for the quarter ended June 30, 2000. These
results compare with net income of $5.2 million, or $0.69 per diluted share, on
earned revenue of $156.5 million for the second quarter of 1999.
HEAVY CONSTRUCTION
Heavy Construction posted earned revenue of $116.4 million, representing an
increase of $7.5 million over the prior year quarter. The majority of the
growth is attributable to the Water Storage and Steel Building groups which
reported increases of 31 percent and 20 percent, respectively. The Water
Storage group benefited from strong market activity, while the Steel Building
group continued to experience solid demand for office space, hotels and other
developments in the Western and Southwestern United States.
Selling, general and administrative (S,G&A) expense as a percentage of earned
revenue decreased 1.3 percentage points to 5.8 percent, compared with 7.1
percent in the second quarter of 1999. Income from operations rose $3.6 million
to $10.1 million for the second quarter, due to the earned revenue growth and
leverage of the operating expense lines over the prior year.
New awards were $124.0 million for the quarter ended June 30, 2000. Backlog
approximated year-end 1999 levels, totaling $306.0 million at June 30, 2000.
STEEL DISTRIBUTION
Steel Distribution's earned revenue increased $12.4 million, or 25 percent,
quarter-to-quarter from $48.8 million to $61.2 million in 2000. Strong market
activity, coupled with the favorable impact of new and expanded steel service
center operations, contributed to the growth in volume.
S,G&A expense as a percentage of earned revenue improved 0.8 percentage points
to 7.1 percent. Income from operations increased $1.1 million, to $4.9 million,
as a result of the growth in earned revenue and leverage of the S,G&A expense
line.
11
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (Continued)
OTHER
Corporate unallocated expenses, consisting of salaries, benefits, outside
professional services, taxes and insurance, were $2.8 million in the second
quarter of 2000 compared with $0.9 million for the prior year quarter. The
increase from 1999 relates primarily to compensation expense recognized under a
management incentive program and adjustments to inventory reserves.
Interest expense of $0.6 million in 2000 compares with $0.9 million in the
prior-year quarter. Interest expense is directly related to the level of net
borrowings the Company maintains throughout the period. The increase in
interest expense for 2000 resulted from the higher level of borrowings to
finance general working capital needs and to fund capital expansion. On June
30, 2000, the Company had $30 million of outstanding debt under its revolving
credit facility, compared with $47 million at June 30, 1999.
SIX MONTHS ENDED JUNE 30, 2000 COMPARED WITH SIX MONTHS ENDED JUNE 30, 1999.
The Company reported net income of $12.7 million, or $1.68 per diluted share, on
earned revenue of $355.2 million for the six months ended June 30, 2000. These
results compare with net income of $10.5 million, or $1.40 per diluted share, on
earned revenue of $299.3 million for the six months ended June 30, 1999.
HEAVY CONSTRUCTION
The Heavy Construction segment reported a 15 percent increase in earned revenue
from $208.4 million to $240.6 million for the first half of 2000. The Water
Storage and Steel Building groups accounted for the majority of the growth
reporting increases of 31 percent and 55 percent, respectively. Both product
groups experienced strong demand for the reasons noted in the quarterly
discussion.
S,G&A expense as a percentage of earned revenue dropped to 5.5 percent for the
first six months of 2000, from 6.6 percent for the period ended June 30, 1999.
Income from operations increased $5.2 million from $14.3 million a year ago to
$19.5 million for the first six months of 2000.
New awards rose $7.0 million to $244.4 million for the first half of 2000.
12
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (Continued)
STEEL DISTRIBUTION
Steel Distribution reported earned revenue of $116.5 million, a 25 percent
increase from $93.4 million in earned revenue for the six months ended June 30,
1999, due to an increase in tonnage shipped. Strong market activity, coupled
with the favorable impact of new and expanded steel service center operations,
contributed to the growth in volume.
S,G&A expense as a percentage of earned revenue decreased to 7.2 percent, from
8.0 percent a year ago. Income from operations rose $2.7 million, or 39
percent, to $9.7 million in 2000 as a result of the strong earned revenue growth
and leverage of the S,G&A expense line.
OTHER
Corporate unallocated expenses, consisting of salaries, benefits, outside
professional services, taxes and insurance, were $7.0 million in the first half
of 2000 compared with $3.5 million for the comparable period of 1999. The
increase from 1999 relates primarily to compensation expense recognized under a
management incentive program and adjustments to inventory reserves.
Interest expense of $0.9 million for the first six months of 2000 compares with
$1.6 million in the prior year. The increase in interest expense for the period
relates to the higher level of borrowings to finance general working capital
needs and to fund capital expansion.
The loss on sale of assets of $0.2 million in 2000 relates to the write-down of
an idle property to the estimated net realizable value. The gain on sale of
assets was $1.0 million in 1999, attributable to the sale of idle property.
LIQUIDITY AND CAPITAL RESOURCES
During the six months ended June 30, 2000, the Company's primary sources of
liquidity were proceeds from its revolving credit facility and cash flow
generated from operations, which were used to fund the growth in working
capital. Working capital increased $40.0 million from $99.3 million at December
31, 1999 to $139.3 million at June 30, 2000.
Net cash utilized by operating activities increased $36.4 million when compared
with the $11.6 million of cash provided in the first half of 1999. An increase
in accounts receivable and inventories, attributable to growth in the volume of
work performed on engineering and construction contracts and increased steel
distribution sales, accounted for a majority of the change from prior year. The
changes in operating assets and liabilities vary from period to period and are
affected by the mix, stage of completion and commercial terms of contracts.
Net cash utilized by investing activities of $3.0 million for the six months
ended June 30, 2000, consisted of capital expenditures. The Company anticipates
that capital expenditures for fiscal year 2000 will approximate the level of
depreciation and amortization, although there can be no assurance that such
levels will not increase or decrease.
13
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (Continued)
LIQUIDITY AND CAPITAL RESOURCES (Continued)
On July 10, 2000, the Company announced it has engaged the firm of Tanner & Co.,
Inc., as the Company's financial advisor, to assist the Board of Directors'
consideration of strategic alternatives to enhance shareholder value, including
the potential sale or other disposition of part or all of the Company.
Cash provided by financing activities consisted primarily of proceeds from the
Company's revolving credit facility. The Company paid cash dividends of $3.0
million, or $0.40 per share, compared with $2.5 million, or $0.34 per share,
during the six months ended June 30, 2000 and 1999, respectively.
The Company has on hand and access to sufficient sources of funds to meet its
anticipated operating, expansion and capital needs. These sources include cash
on hand and the unused portion of a $70.0 million unsecured revolving credit
facility which expires on January 31, 2002. On August 9, 2000, $30.0 million of
borrowings and $5.2 million of stand-by letters of credit were outstanding under
this credit facility.
FORWARD-LOOKING STATEMENTS
Any of the comments in this quarterly report that refer to the Company's
estimated or future results, margins on existing or future projects, long-term
profitability, Year 2000 issues and demand and growth trends for Pitt-Des
Moines, Inc., are forward-looking and reflect the Company's current analysis of
existing trends and information. Actual results may differ materially from
current expectations or projections based on a number of factors affecting the
Company's businesses. The Company's estimates of future performance depend on,
among other things, the likelihood of receiving certain new awards. While these
estimates are based on the good faith judgment of management, these estimates
frequently change based on new facts which become available. In addition, the
timing of receipt of revenue by the Company from engineering and construction
projects can be affected by a number of factors outside the control of the
Company. The Company's businesses are also subject to fluctuations in demand
and to changing global economic and political conditions which are beyond the
control of the Company and may cause actual results to differ from the forward-
looking statements contained in this quarterly report.
These forward-looking statements represent the Company's judgment only as of the
date of this quarterly report. As a result, the reader is cautioned not to rely
on these forward-looking statements. The Company disclaims any intent or
obligation to update these forward-looking statements.
14
<PAGE>
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Due to current conditions in the credit markets and considering the favorable
terms of the Company's credit facility, management believes interest rate
exposure is minimal.
The Company has limited operations outside the United States. As such, there is
limited exposure to the Company's future earnings due to changes in foreign
currency exchange rates. A 10 percent appreciation of the United States dollar
against the related currencies would not have a significant effect on the future
earnings of the Company.
15
<PAGE>
Part II - Other Information
Item 1. Legal Proceedings
Refer to Part I Item 1, Note D of the Notes to Consolidated Financial
Statements for information, which information is incorporated herein by
reference.
Item 4. Submission of Matters to a Vote of Security Holders
On May 4, 2000, the Company held its annual stockholders meeting. Only
holders of common stock of record at the close of business on March 13,
2000 were entitled to notice of and to vote at the Annual Meeting. As of
that date, the Company had outstanding 7,389,890 shares of common stock.
The two matters voted upon at the Annual Meeting were the election of
four directors and the ratification of the appointment of Ernst & Young
LLP as auditors for the year ending December 31, 2000.
Each of the Company's nominees for director was reelected at the Annual
Meeting. The total number of votes cast for the election of directors
was 6,103,384. Following is a separate tabulation with respect to each
director:
Votes For Votes Withheld
--------- --------------
J. C. Bates 5,953,797 149,587
P. O. Elbert 6,055,569 47,815
Wm. W. McKee 6,057,722 45,662
J. W. Robinson 6,056,519 46,865
The following directors' terms of office continued after the annual
stockholders meeting: W. L. Friend, W. R. Jackson, Jr., A. J. Paddock,
P. J. Townsend, V. G. Beghini, R. W. Dean, W. R. Jackson and W. E.
Lewellen.
The total number of votes cast for the ratification of the appointment of
Ernst & Young LLP as auditors for the year ending December 31, 2000, was
6,103,384 with 6,057,384 votes for, 43,698 votes against and 2,302 votes
abstained.
There were no broker non-votes with respect to the two matters voted
upon.
16
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(27) Financial Data Schedule.
(b) Reports on Form 8-K.
There were no reports on Form 8-K filed by the Company during the quarter
ended June 30, 2000.
17
<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.
Pitt-Des Moines, Inc.
-------------------------------
(Registrant)
Principal Executive Officer:
Date: August 14, 2000 By: /s/ Wm. W. McKee
--------------------------------
Wm. W. McKee
(President and
Chief Executive Officer)
Principal Financial Officer:
Date: August 14, 2000 By: /s/ R. A. Byers
-------------------------------
R. A. Byers
(Vice President
Finance and Treasurer)
18
