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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period ________ to ________
Commission file number: 1-10596
ESCO Electronics Corporation
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Missouri 43-1554045
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
8888 Ladue Road, Ste. 200
St. Louis, Missouri 63124-2090
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(314) 213-7200
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of Each
Exchange on
Title of Each Class Which Registered
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Common Stock Trust Receipts New York Stock
Exchange, Inc.
Common Stock, par value $0.01 per New York Stock
share Exchange, Inc.
Preferred Stock Purchase Rights New York Stock
Exchange, Inc.
(Cover page 1 of 2 pages)
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SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
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 filing requirements
for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form l0-K or any amendment to this
Form l0-K. [X]
Aggregate market value of the Common Stock Trust Receipts held by non-affiliates
of the registrant as of close of business on December 18, 1998: $104,266,488.*
* For purpose of this calculation only, without determining whether the
following are affiliates of the registrant, the registrant has assumed that
(i) its directors and executive officers are affiliates, and (ii) no party
who has filed a Schedule 13D or 13G is an affiliate.
Number of Common Stock Trust Receipts outstanding at December 18, 1998:
12,267,321 Receipts.
DOCUMENTS INCORPORATED BY REFERENCE:
1. Portions of the registrant's Annual Report to Stockholders for fiscal year
ended September 30, 1998 (the "1998 Annual Report") (Parts I and II).
2. Portions of the registrant's Proxy Statement dated December 4, 1998 (Part
III).
(Cover page 2 of 2 pages)
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
On July 1 and August 17, 1998, ESCO issued a total of 451,020 Common Stock
Trust Receipts pursuant to Rule 506 under the Securities Act of 1933, as
amended, to the shareholders of Advanced Membrane Technology, Inc. (renamed PTI
Advanced Filtration Inc.) as partial consideration for the acquisition of all of
the capital stock of that company. See Note 2 of the Notes to Consolidated
Financial Statements in the 1998 Annual Report.
Other information required by this item is incorporated herein by reference
to Notes 7 and 8 of the Notes to Consolidated Financial Statements, "Common
Stock Market Prices" and "Shareholders' Summary--Capital Stock Information"
appearing in the 1998 Annual Report. A special cash distribution of $3.00 per
share was paid to Stockholders in September 1996. No other cash dividends have
been declared on the Common Stock underlying the Receipts, and ESCO does not
anticipate, currently or in the foreseeable future, paying cash dividends on the
Common Stock, although it reserves the right to do so to the extent permitted by
applicable law and agreements. ESCO's dividend policy will be reviewed by the
Board of Directors at such future time as may be appropriate in light of
relevant factors at that time, based on ESCO's earnings and financial position
and such other business considerations as the Board deems relevant at that time.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
ESCO ELECTRONICS CORPORATION
By: /s/ D.J. Moore
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D.J. Moore
Chairman, President and
Chief Executive Officer
Dated August 12, 1999
