UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended September 30, 1996
Commission file Number 0-18434
Reinhold Industries, Inc.
(Exact name of registrant as specified in its charter.)
Delaware 13-2596288
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12827 East Imperial Hwy Santa Fe Springs, CA 90670
(Address of principal executive offices (Zip Code)
Registrant's telephone number, including area code:
(310) 944-3281
Keene Corporation 757 Third Avenue New York, NY 10017
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 [ ] NO [ X ]
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to distribution of securities under a plan
confirmed by the Court.
YES [ X ] NO [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practical date:
Class A Common Stock, Par Value $.01 - 980,000 shares as of November 14,1996.
Class B Common Stock, Par Value $.01 - 1,020,000 shares as of November 14, 1996.
<PAGE>
REINHOLD INDUSTRIES, INC.
INDEX
PART I - FINANCIAL INFORMATION PAGE
Condensed Consolidated Statements of Income 3
Condensed Consolidated Balance Sheets 5
Condensed Consolidated Statements of Cash Flows 6
Condensed Consolidated Statements of Stockholders' Equity 7
Notes to Condensed Consolidated Financial Statements 8
Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
PART II - OTHER INFORMATION 14
SIGNATURES 16
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<PAGE>
<TABLE>
PART I. - FINANCIAL INFORMATION
REINHOLD INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Amounts in thousands, except per share data)
<CAPTION>
Reorganized
Company Predecessor Company
-------------- ------------------------------
Two Months One Month Three Months
Ended Ended Ended
September 30, July 31, September 30,
1996 1996 1995
------------- ------------ -------------
<S> <C> <C> <C>
Net Sales $2,083 $1,116 $ 2,361
Cost of goods sold 1,652 852 2,085
------ ------ ------
Gross Profit 431 264 276
Selling, general and
administrative expenses 520 218 738
------ ------ ------
Operating (loss) income (89) 46 (462)
Interest Income 21 157 525
Corporate Expenses - 352 651
Interest Expense - - -
------ ------ ------
Loss before
reorganization expenses
and income taxes (68) (149) (588)
Reorganization expenses - - 1,950
------ ------ ------
Loss before income taxes (68) (149) (2,538)
Income tax (benefit)
provision (8) 126 (45)
------- ------- -------
Net Loss $ (60) $ (275) $(2,493)
Net Loss per share $ (.03) $ (.03) $ (.24)
Weighted average
shares outstanding 2,000 10,746 10,442
<FN>
See Accompanying Notes to Condensed Consolidated Financial Statements
</FN>
</TABLE>
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<PAGE>
<TABLE>
REINHOLD INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Amounts in thousands, except per share data)
<CAPTION>
Reorganized
Company Predecessor Company
-------------- ------------------------------
Two Months Seven Months Nine Months
Ended Ended Ended
September 30, July 31, September 30,
1996 1996 1995
------------- ------------ -------------
<S> <C> <C> <C>
Net Sales $2,083 $ 6,797 $ 8,576
Cost of goods sold 1,652 5,559 6,873
------ ------ ------
Gross Profit 431 1,238 1,703
Selling, general and
administrative expenses 520 1,584 2,243
------ ------ ------
Operating Loss (89) (346) (540)
Interest Income 21 1,105 1,688
Corporate Expenses - 1,639 2,038
Interest Expense - - 17
------ ------ ------
Loss before
reorganization expenses
and income taxes (68) (880) (907)
Reorganization Expenses - 1,500 5,650
------ ------ ------
Loss before income taxes (68) (2,380) (6,557)
Income tax (benefit)
provision (8) 219 (19)
------- ------- -------
Net Loss $ (60) $(2,599) $(6,538)
Net Loss per share $ (.03) $ (.25) $ (.63)
Weighted average
shares outstanding 2,000 10,485 10,442
<FN>
See Accompanying Notes to Condensed Consolidated Financial Statements
</FN>
</TABLE>
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<PAGE>
<TABLE>
REINHOLD INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Amounts in thousands, except per share data)
<CAPTION>
Predecessor
Reorganized Company Company
----------------------------- -------------
September 1996 July 1996 December 1995
-------------- --------- -------------
<S> <C> <C> <C>
ASSETS
Current Assets
Cash and Cash Equivalents $ 1,215 $ 1,511 $ 20,931
Marketable Securities 1,349 1,351 13,808
Accounts receivable-trade 1,523 1,672 1,175
Accounts receivable-surety
companies - - 3,307
Accounts receivable-insurance
proceeds - - 15,000
Inventories 1,554 1,332 1,332
Other current assets 272 299 2,688
------ ------ ------
Total Current Assets 5,913 6,165 58,241
Property, Plant and Equipment
less accumulated depreciation of
$2,564, $2,453 and $2,557,
respectively 5,257 5,236 5,607
Deferred Costs and Other Assets 1,115 1,056 936
------ ------ ------
TOTAL ASSETS $12,285 $12,457 $ 64,784
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C> <C>
Current Liabilities
Accounts Payable $ 1,182 $ 1,332 $ 1,046
Accrued Expenses 867 826 1,409
Notes Payable - - 475
------ ------ ------
Total Current Liabilities 2,049 2,158 2,930
Liabilities subject to Chapter 11
proceedings - - 15,131
Long Term Pension Liability 2,539 2,539 2,539
Other Long Term Liabilities 2,360 2,363 2,194
Stockholders' Equity
Common stock Authorized-
2,500,000 shares
Issued and outstanding -
1,020,000 Class B shares and
980,000 Class A shares after
Effective Date. Before
Effective Date, 5,000,000
Preferred shares authorized-
none issued. 30,000,000 Common
shares authorized, 10,746,235 and
10,441,960 issued and outstanding
at July 31, 1996 and September 30,
1995, respectively 20 20 1
Additional Paid-in Capital 7,791 7,791 120,286
Additional pension liability
in excess of unrecognized
prior service cost (2,414) (2,414) (2,414)
Retained deficit (60) - (75,883)
------- ------ -------
Net Stockholders' Equity 5,337 5,397 41,990
------- ------ -------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $12,285 $12,457 $ 64,784
<FN>
See Accompanying Notes to Condensed Consolidated Financial Statements
</FN>
</TABLE>
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<PAGE>
<TABLE>
REINHOLD INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Amounts in thousands)
<CAPTION>
Reorganized
Company Predecessor Company
------------- ------------------------------
Two Months Seven Months Nine Months
Ended Ended Ended
September 30, July 31, September 30,
1996 1996 1995
------------- ------------ -------------
<S> <C> <C> <C>
Cash Flow From Operating Activities:
Loss From Operations $ (60) $ (2,599) $(6,538)
------- --------- -------
Adjustments To Reconcile Net
Loss to Net Cash Used in
Operating Activities
Depreciation 111 455 526
Obligations subject to Chapter 11
proceedings including
reorganization costs, net - (15,131) (1,181)
Assets transferred to Creditors'
Trust - 42,561 -
Charges due to reorganization
activities - (34,118) -
Increase (Decrease):
Receivables - trade 149 (497) 410
Receivables - surety companies - - 1,186
Inventories (222) - (437)
Other current assets 27 1,654 (84)
Other assets (59) (155) (186)
Accounts payable (150) 286 (306)
Accrued expenses 43 (585) (1,317)
Other liabilities - 169 585
Other (5) 94 156
------- --------- -------
Net Cash Used in
Operating Activities $ (166) $ (7,866) $(7,186)
------- --------- -------
Cash Flow From Investing Activities:
Proceeds from sale, maturity or
transfer of Marketable
Securities, net $ 2 $ 12,457 $10,874
Proceeds from sale of Equipment - 10 42
Capital expenditures (132) (153) (182)
------- --------- ---------
Net Cash (Used in) Provided by
Investing Activities $ (130) $ 12,314 $10,734
Cash Flow From Financing Activities:
Repayment of Notes Payable
for Acquisition $ - $ (475) $ -
Consummation cash distributions - (23,393) -
------- --------- -------
Net Cash Used in
Financing Activities $ - $(23,868) $ -
------- --------- -------
Net (decrease) increase in Cash (296) (19,420) 3,548
Cash at Beginning of Period $1,511 $ 20,931 $12,896
------- -------- -------
Cash at End of Period $1,215 $ 1,511 $16,444
Cash paid during period for:
Income Taxes $ - $ 194 $ 180
Interest Expense $ - $ 45 $ 17
<FN>
See Accompanying Notes to Condensed Consolidated Financial Statements
</FN>
</TABLE>
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<PAGE>
<TABLE>
REINHOLD INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
(Amounts in thousands)
<CAPTION>
Additional Pension
Number of Additional Liability in excess
Common Shares Common Paid-In Accumulated of Unrecognized
Outstanding Stock Capital Deficit Prior Service Cost Total
------------- ------ ---------- ----------- ------------------ ---------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1995 10,442 $ 1 $ 120,286 $(75,883) $(2,414) $ 41,990
Net Loss (2,599) - (2,599)
Stock Options Exercised 304 - 124 - - 124
Impact of Reorganization:
Elimination of Former
Equity in Connection
with Emergence from
Bankruptcy (10,746) (1) (120,410) 78,482 - (41,929)
Issuance of New Equity
Interests in Connection
with the Emergence from
Bankruptcy 2,000 20 7,791 - - 7,811
------------- ------ ---------- ----------- ------------------ ---------
Balance, July 31, 1996
(Fresh-Start Reporting Date) 2,000 20 7,791 - (2,414) 5,397
Net Loss - - - (60) - (60)
------------- ------ ---------- ----------- ------------------ ---------
Balance, September 30, 1996 2,000 $ 20 $ 7,791 $ (60) $(2,414) $ 5,337
<FN>
See Accompanying Notes to Condensed Consolidated Financial Statements
</FN>
</TABLE>
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<PAGE>
REINHOLD INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
September 30, 1996
REORGANIZATION AND BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements are
those of Reinhold Industries, Inc. ("Reinhold" or the "Company") as of the third
quarter ended September 30, 1996. The condensed consolidated financial
statements are unaudited and have been prepared by the Company in accordance
with generally accepted accounting principles for interim financial information.
Accordingly, they do not include all the information and footnotes required by
generally accepted accounting principles for complete financial statements. In
the opinion of the Company, all material adjustments and disclosures necessary
for a fair presentation have been made. The accompanying unaudited condensed
consolidated financial statements should be read in conjunction with the Form
8-K dated June 14, 1996, filed by Keene Corporation ("Keene") with the
Securities and Exchange Commission on June 28, 1996 relating to the confirmation
of Keene's Fourth Amended Plan of Reorganization (the "Plan").
On July 31, 1996 (the "Effective Date"), Keene consummated its plan of
reorganization under Chapter 11 of the United States Bankruptcy Code and emerged
from bankruptcy. On the Effective date, Reinhold was merged into and with Keene,
with Keene being the surviving corporation. Pursuant to the merger, all of the
issued and outstanding capital stock of Reinhold was cancelled. Keene, as the
surviving corporation of the merger, was renamed Reinhold. On the Effective
Date, Reinhold issued 2,000,000 shares of Common Stock, of which 1,020,000 of
Class B New Common Stock was issued to the Trustees of a Creditors' Trust (the
"Creditors' Trust") set up to administer Keene's former asbestos claims. The
other 980,000 shares of Class A New Common Stock was issued to Keene's former
shareholders from a date of record of June 30, 1996. All of Keene's old
outstanding Common shares were cancelled.
As discussed above, the Plan provided for, among other things, the
establishment of the Creditors' Trust, which on Effective Date owned 51% of
Reinhold. It also provided for the transfer of Cash and Securities, Receivables
from Surety Companies, Contingent Assets and Other Miscellaneous Assets to the
Creditors' Trust. None of these assets were part of Reinhold prior to the
Effective Date.
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<PAGE>
Notes to Condensed Consolidated Financial Statements (Continued)
CHAPTER 11 REORGANIZATION AND FRESH-START REPORTING
As discussed above, the Plan was consummated on July 31, 1996. On the
Effective Date, the Plan provided for, among other things, the transfer of
approximately $6 million to Continental Stock Transfer and Trust Company for the
payment of Class 6 Claims and administrative costs related to the Bankruptcy. On
the Effective Date, approximately $17.3 million of cash, approximately $6.2
million of securities pledged as collateral for appeal bonds and escrow accounts
and approximately $19.1 million of other assets were transferred to the
Creditors' Trust. These other assets include the Keene IV lawsuit. Also
available to the Creditors' Trust are assets that were not recorded on Keene's
Financial Statements due to their contingent nature. Please refer to Keene's
Fourth Amended Plan of Reorganization which is incorporated herein by reference.
As part of the reorganization, certain assets and liabilities were kept by
the surviving entity (Reinhold). These included the long term pension liability
of $2.5 million, a current prepaid pension asset of $.1 million and an
underfunded pension liability in excess of unrecognized prior service cost of
$2.4 million (a reduction of equity). The net of these pension assets and
liabilities on the balance sheet is zero. Also kept by the surviving entity were
post-retirement benefit of $.3 million and other miscellaneous liabilities of
$.1 million. These assets and liabilities are shown in the balance sheet as of
July 31, 1996.
Reorganization costs are segregated from normal operations in the condensed
consolidated Statements of Income and reflect the costs incurred by the Company
in the implementation of its plan of reorganization as well as costs directly
associated with the bankruptcy case. No reorganization costs were recorded in
the two months ended September 30, 1996. The major component of reorganization
costs were professional fees.
FRESH START REPORTING
Pursuant to the guidelines provided by the American Institute of Certified
Public Accountants in the Statement of Position 90-7, "Financial Reporting by
Entities in Reorganization Under the Bankruptcy Code" (SOP 90-7), the Company
has adopted fresh-start reporting as of the close of business on July 31, 1996.
The Company adopted fresh-start reporting because holders of existing shares
immediately before filing and confirmation of the Plan received less than 50% of
the voting shares of the emerging entity and the Company's reorganized value is
less than its postpetition liabilities and allowed claims. None of the assets
were revalued at Effective Date due to the revaluation of assets and liabilities
during a quasi-reorganization of Reinhold in 1992.
The significant fresh-start adjustments are summarized as follows:
1. Cancellation of all prepetition ownership interests in the Company as of
the Effective Date.
2. Historical balance of retained loss set to zero.
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<PAGE>
Notes to Condensed Consolidated Financial Statements (Continued)
The adjustments to the Company's balance sheet as of July 31, 1996, to
record confirmation of the Plan, are as follows (unaudited):
<TABLE>
(Amounts in thousands)
<CAPTION>
Adjustments to Record
Confirmation of the Plan
Distributions` to
Creditors' Trust
and Continental
Stock Transfer Fresh As
Preconfirmation and Trust Co. Start Adjusted
--------------- --------- ------------- ------------
<S> <C> <C> <C> <C>
ASSETS
Current Assets
Cash and Cash Equivalents $ 24,893 $(23,382) $ - $ 1,511
Marketable Securities 7,456 (6,105) - 1,351
Accounts receivable-trade 1,672 - - 1,672
Accounts receivable-surety
companies 3,309 (3,309) - -
Accounts receivable-insurance
proceeds 15,000 (15,000) - -
Inventories 1,332 - - 1,332
Other current assets 1,042 (743) - 299
------ ------ ------ ------
Total Current Assets 54,704 (48,539) - 6,165
Property, Plant and Equipment, net 5,308 (72) - 5,236
Deferred Costs and Other Assets 1,056 - - 1,056
------ ------ ------ ------
TOTAL ASSETS $ 61,068 $(48,611) $ - $ 12,457
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C> <C> <C>
Current Liabilities
Accounts Payable $ 1,332 $ - $ - $ 1,332
Accrued Expenses 826 - - 826
Notes Payable - - - -
------ ------ ------ -------
Total Current Liabilities 2,158 - - 2,158
Liabilities subject to Chapter 11
proceedings 14,493 (14,493) - -
Long Term Pension Liability 2,539 - - 2,539
Other Long Term Liabilities 2,363 - - 2,363
Stockholders' Equity (Deficit)
Common stock 1 19 - 20
Additional Paid-in Capital 120,410 - (112,619) 7,791
Additional pension liability
in excess of unrecognized
prior service cost (2,414) - - (2,414)
Retained (deficit) earnings (78,482) (34,137) 112,619 -
------- ------ ------- -------
Net Stockholders' Equity (Deficit) 39,515 (34,118) - 5,397
------- ------ ------- -------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 61,068 $(48,611) $ - $12,457
</TABLE>
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<PAGE>
Notes to Condensed Consolidated Financial Statements (Continued)
LOSS PER SHARE
Computation of loss per share was based on the weighted average number of
shares outstanding during such periods. These amounted to 2,000,000 shares for
the two months ended September 30, 1996, 10,746,235 shares for the one month
ended July 31, l996, 10,485,427 for the seven months ended July 31, 1996 and
10,441,960 for the three months and nine months ended September 30, 1995.
COMMITTMENTS AND CONTINGENCIES
Reinhold is involved in certain legal actions and claims arising in the
ordinary course of business. Management believes that such litigation and claims
will be resolved without material effect on the Company's financial position or
results of operations.
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<PAGE>
REINHOLD INDUSTRIES, INC.
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
September 30, 1996
The following discussion should be read in conjunction with the condensed
consolidated financial statements and related notes, along with the Form 8-K
dated June 14, 1996, filed with the Securities and Exchange Commission on June
28, 1996 relating to the confirmation of Keene's Fourth Amended Plan of
Reorganization. For purposes of the Management Analysis and Discussion and to
facilitate a meaningful comparison for the three month period ended September
30, 1996 and 1995 and the nine month period ended September 30, 1996 and 1995,
pre and post Effective Date net sales, gross profit margin and selling, general
and administrative expenses were used in the computation of three months ended
September 30, 1996 and nine months ended September 30, 1996.
Reinhold is a manufacturer of advanced custom composite components and
sheet molding compounds for a variety of applications. Reinhold derives revenues
from the United States defense contract industry, the aerospace industry and
other commercial industries.
Comparison of Third Quarter 1996 to 1995
In the third quarter of 1996, net sales of $3.2 million increased $.8
million, or 35%, compared with third quarter 1995 sales of $2.4 million. The
increase reflects higher sales of aircraft seatbacks components.
Gross profit margin increased to 21.7% in the third quarter of 1996
compared with gross profit margin of 17.7% in the third quarter of 1995 due to
higher absorption of overhead related to higher sales volume.
Selling, general and administrative expenses in the third quarter of 1996
were $.7 million (23.1% of sales) compared with $.7 million (31.3% of sales) for
the comparable quarter of 1995 primarily as a result of lower headcount
partially offset by higher costs for public compliance.
Comparison of First Nine Months 1996 to 1995
In the first nine months of 1996, net sales of $8.9 million increased $.3
million, or 4%, compared with net sales of $8.6 million for the first nine
months of 1995 reflecting higher sales of aircraft seatbacks partially offset by
lower commercial sales of poolfilters and lower aerospace sales.
Gross profit margin decreased to 18.8% in the first nine months of 1996
from 19.9% in the first nine months of 1995 reflecting higher sales of lower
margin items.
Selling, general and administrative expenses in the first nine months of
1996 were $2.1 million (23.7% of sales) compared with $2.2 million (26.2% of
sales) for the comparable nine months of 1995 as the result of lower headcount
partially offset by higher costs for public compliance.
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<PAGE>
Liquidity and Capital Resources
As of September 30, 1996, working capital was $3.6 million, down $37.6
million from December 31, 1995. Cash and cash equivalents of $1.2 million held
at September 30, 1996 were $19.7 million lower than cash and cash equivalents
held at December 31, 1995 primarily due to the transfer of $17.3 million of cash
to the Creditors' Trust and the payment of Notes Payable of $.5 million.
Marketable securities of $1.3 million held at September 30, 1996 declined $12.5
million compared with those held at December 31, 1995 due to the transfer of
$6.1 million of pledged securities to the Creditors' Trust and the transfer of
$6.1 million to a disbursing agent for bankruptcy administrative costs.
On the Effective Date, the Creditors' Trust and Reinhold entered into a
Credit Facility. Pursuant to the terms of the Credit Facility, Reinhold shall
have the ability to draw on a $1.5 million line of credit for up the two years
and all obligations incurred thereunder shall be due and payable at the end of
the third year. A copy of the Credit Facility is annexed as Exhibit F to the
Plan which was filed as part of Form 8-K dated June 14, 1996 to the Securities
and Exchange Commission filed on June 28, 1996. As of November 14, 1996, there
have been no borrowings against this Credit Facility.
During the first nine months of 1996, Reinhold has spent approximately $.3
million on capital expenditures. During the 1996 fiscal year, the Company plans
to spend approximately $.4 million on capital expenditures.
Management believes that the available cash and the amount available under
the Credit Facility, described above, will be sufficient to fund the Company's
operating and capital expenditure requirements.
Inflation
In management's opinion, changes in net sales and earnings (loss) before
income taxes between the nine month period ended September 30, 1995, the seven
month period ended July 31, 1996 and the two month period ended September 30,
1996 that have resulted from inflation and changing prices have not been
material.
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<PAGE>
PART II - OTHER INFORMATION
Item 2. Changes in Rights of the Company's Security Holders
As indicated above in the Company's Notes to the condensed
consolidated financial statements, and as fully discussed in Keene's
Fourth Amended Plan of Reorganization, which is incorporated herein
by reference to Exhibit 99(a) to Keene Corporation's Form 8-K filed
with Commission on June 28, 1996, Reinhold was merged with Keene
Corporation, with Keene Corporation being the surviving corporation.
Keene was subsequently renamed Reinhold Industries, Inc. Pursuant to
the merger, the Certificate of Incorporation of the surviving
corporation was amended and restated. All the capital stock of Keene
Corporation issued and outstanding on the Effective Date was
cancelled, and new common stock ("Common Stock") was issued to the
shareholders of Keene Corporation in the ratio of .091195 shares of
Class A Common Stock for each common share of Keene Corporation.
Except as set forth below, each share of Common Stock, regardless of
of class, entitles the holder thereof to one vote. Holders of Class
A Common Stock, voting as a class, are entitled to elect one
director. The holder of Class B Common stock, the Creditors' Trust,
voting as a class, is entitled to elect two directors until such time
as Class B Common Stock represents less than twenty-five percent
(25%) of the aggregate number of shares of Common Stock then
outstanding, at which time the holder of Class B Common Stock, voting
as a class, shall be entitled to elect one director and the holders
of Class A Common Stock, voting as a class, shall be entitled to
elect two directors.
The shares of Class B Common Stock may be held only by the Creditors'
Trust. Any shares of Class B Common Stock assigned, transferred or
disposed converts to Class A Common Stock. In addition, the Class B
Common Stock converts into Class A Common Stock at such time as the
number of shares of Class B Common Stock represents less than ten
percent (10%) of the aggregate shares of Common Stock then
outstanding (or, if earlier, ten years from the Effective Date of the
Plan). Please refer to Keene's Fourth Amended Plan of Reorganization
which is incorporated herein by reference.
In order to preserve certain Company tax benefits, the Company's
amended and restated certificate of incorporation, incorporated
herein by reference, provides that for a period of twenty-five (25)
months following the Effective Date of the Plan, unless all members
of the Board of Directors otherwise approve, the Company will treat
as null and void (a) the Acquisition of Common Stock by any person or
entity who is, or would thereby become, the owner of four and three-
quarters percent (4.75%)or more of the issued and outstanding shares
of Common Stock and (b) no transfers shall be made by any person or
entity who owns five percent (5%) or more of the issued and
outstanding Common Stock. The Common Stock certificates contain a
legend setting forth this restriction. Please refer to Keene's Fourth
Amended Plan of Reorganization, which is incorporated herein by
reference.
- 14 -
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
2.1 Keene Corporation's Fourth Amended Plan of Reorganization
Under Chapter 11 of the Bankruptcy Code dated March 11, 1996,
incorporated herein by reference to Exhibit 99(a) to
Keene Corporation's Form 8-K filed with the Commission on
June 28, 1996.
2.2 Motion to Approve Modifications to the Keene Corporation Fourth
Amended Plan of Reorganization Under Chapter 11 of the
Bankruptcy Code dated June 12, 1996, incorporated herein by
reference to Exhibit 99(b) to Keene Corporation's Form 8-K
filed with the Commission on June 28, 1996.
2.3 Finding of Fact, Conclusions of Law and Order Confirming
Keene's Fourth Amended Plan of Reorganization Under Chapter 11
of the Bankruptcy Code, as modified, entered June 14, 1996,
herein incorporated by reference to Exhibit 99(c) to Keene
Corporation's Form 8-K filed with the Commission on June 28,
1996.
4.1 Amended and restated Certificate of Incorporation of
Reinhold Industries, Inc., incorporated herein by reference
to Exhibit 99(a), Exhibit A to the Plan, to Keene
Corporation's Form 8-K filed with the Commission on
June 28, 1996.
4.2 Amended and restated By-laws of Reinhold Industries, Inc.
(Formerly Keene Corporation), incorporated herein by reference
to Exhibit 99(a), Exhibit B to the Plan, to Keene
Corporation's Form 8-K filed with the Commission on
June 28, 1996.
4.3 Certificate of Merger of Reinhold Industries, Inc. into
Keene Corporation, incorporated herein by reference
to Exhibit 99(a), Exhibit C to the Plan, to Keene
Corporation's Form 8-K filed with the Commission on
June 28, 1996.
27. Financial Data Schedule
B. Reports on Form 8-K
Form 8-K dated July 15, 1996, filed July 30, 1996
Item 5. Other Events -Keene Corporation filing of its U.S. Trustee
Operating Report for the period May 26, 1996 to June 29, 1996.
Item 7. Financial Statements and Exhibits -U.S. Trustee Operating
Report dated July 15, 1996, No Action Request to Securities and
Exchange Commission dated March 8, 1994.
Form 8-K dated July 31, 1996, filed July 31, 1996
Item 5. Other Events -On July 31, 1996, the Effective Date of
Keene's Plan of Reorganization occurred.
Item 7. Exhibits -Press release dated July 31, 1996 announcing
the Effective Date of Plan of Reorganization had occurred on July
31, 1996.
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<PAGE>
REINHOLD INDUSTRIES, INC.
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly cause this report to be signed on its behalf by the
undersigned thereunto duly authorized.
REINHOLD INDUSTRIES, INC.
Registrant
November 14, 1996 /David M. Blakesley
Date David M. Blakesley
Vice President - Finance
November 14, 1996 /Michael T. Furry
Date Michael T. Furry
President
- 16 -
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