AMERICAN LOCKER GROUP INC
10-Q, 1999-05-06
PARTITIONS, SHELVG, LOCKERS, & OFFICE & STORE FIXTURES
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                SECURITIES AND EXCHANGE COMMISSION DRAFT                 
                              Washington, DC 20549
                                    FORM 10-Q

                                   (Mark one)
(X)   QUARTERLY REPORT UNDER SECTION  13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934 FOR THE  QUARTERLY  PERIOD ENDED MARCH 31, 1999 OR
( )   TRANSITION REPORT UNDER  SECTION 13 OR 15 (d) OF THE EXCHANGE ACT FOR  THE
      TRANSITION PERIOD FROM         TO
                             ------      ------
Commission file number  0-439
                      ----------------------------------------------------------
                                                                                

                       American Locker Group Incorporated
- --------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

        Delaware                                           16-0338330 
- ------------------------------               -----------------------------------
(Sate of other jurisdiction of              (IRS Employer Identification number)
incorporation or organization)

                      608 Allen Street, Jamestown, NY 14701
- --------------------------------------------------------------------------------
                    (Address of principal executive offices)


                                 (716)664-9600
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

- --------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

      Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 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. Yes  X    No
                                                          ---      ---

APPLICABLE  ONLY TO  ISSUERS  INVOLVED  IN  BANKRUPTCY  PROCEEDINGS  DURING  THE
PRECEDING FIVE YEARS:

      Check whether the  registrant  filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange  Act after the  distribution
of securities under a plan confirmed by a court. Yes     No       Not Applicable
                                                    ---    ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares  outstanding  of each of the issuer's class of common
stock equity as of the latest practicable date: April 27, 1999

                    Common Stock $1.00 par value - 2,498,772



                                       1
<PAGE>





Part I - Financial Information

Item 1 - Financial Statements

<TABLE>

               American Locker Group Incorporated and Subsidiaries

                           Consolidated Balance Sheets


<CAPTION>

                                                MARCH 31,           December 31,
                                                   1999                 1998
                                               -------------        ------------
<S>                                            <C>                  <C>
ASSETS
Current assets:
  Cash and cash equivalents                    $  1,195,484         $  1,188,007
  Accounts and notes receivable,
   less allowance for doubtful
   accounts (1999 $219,136; 1998
   $216,062)                                      3,894,296            4,062,802
  Inventories                                     6,230,968            6,312,131
  Prepaid expenses                                  108,990              150,808
  Prepaid federal, state and foreign
   income taxes                                     773,941                    0
  Deferred income taxes                             501,477              501,477
                                               ------------         ------------
Total current assets                             12,705,156           12,215,225

Property, plant and equipment:
  Land                                                  500                  500
  Buildings                                         389,720              388,795
  Machinery and equipment                         8,533,747            8,408,983
                                               ------------         ------------
                                                  8,923,967            8,798,278
  Less allowances for depreciation and
    Amortization                                  7,818,986            7,681,632
                                               ------------         ------------
                                                  1,104,981            1,116,646

Deferred income taxes                               137,645              137,645
                                               ------------         ------------

Total assets                                   $ 13,947,782         $ 13,469,516
                                               ============         ============
</TABLE>



                                       2
<PAGE>



<TABLE>


               American Locker Group Incorporated and Subsidiaries

                           Consolidated Balance Sheets

<CAPTION>
                                              MARCH 31,             December 31,
                                                1999                    1998
                                             ------------           ------------
<S>                                          <C>                    <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Demand note payable                        $          0           $          0
  Accounts payable                              1,409,393              1,574,809
  Commissions, salaries, wages and
   taxes thereon                                  142,998                639,822
  Other accrued expenses                          671,536                600,582
  Federal, state and foreign income taxes
   thereon                                              0                 82,941
  Current portion of long-term debt               200,000                200,000
                                            -------------           ------------
Total current liabilities                       2,423,927              3,098,154

Long-term obligations:
  Long-term debt                                  483,323                533,333
  Pension benefits                                625,030                573,973
                                            -------------           ------------
                                                1,108,353              1,107,306

Stockholders' equity:
  Common stock, $1 par value:
    Authorized shares --- 4,000,000
    Issued and outstanding shares
    --- 2,498,772 in 1999 and 2,422,772
    in 1998                                     2,498,772              2,422,772
  Other capital                                   538,492                 74,867
  Retained earnings                             7,568,794              6,976,987
  Accumulated other comprehensive loss          (190,556)              (210,570)
                                             ------------           ------------
l stockholders' equity                         10,415,502             9,264,056
                                             ------------           ------------
Total liabilities and stockholders' equity   $ 13,947,782           $ 13,469,516
                                             ============           ============
</TABLE>





See accompanying notes.




                                       3
<PAGE>


<TABLE>


               American Locker Group Incorporated and Subsidiaries

                        Consolidated Statements of Income




<CAPTION>
                                                 THREE MONTHS ENDED MARCH 31,
                                                    1999               1998
                                               -------------      --------------
<S>                                            <C>                <C>

Net sales                                      $   7,857,688      $    9,789,657
Cost of products sold                              5,533,975           6,743,057
                                               -------------      --------------
                                                   2,323,713           3,046,600
Selling, administrative and general expenses       1,381,526           1,492,741
                                               -------------      --------------
                                                     942,187           1,553,859

Interest income                                       13,053              16,838
Other (expense) income--net                           66,800              64,863
Interest expense                                    (26,122)            (66,668)
                                               -------------      --------------
Income before income taxes                           995,913           1,568,892
Income taxes                                         404,111             638,996
                                               -------------      --------------
Net Income                                     $     591,807      $      929,896
                                               =============      ==============

Earnings per share of common stock:
  Basic                                                 0.24      $         0.38
                                               =============      ==============
  Diluted                                               0.23                0.37
                                               =============      ==============
Dividends per share of common stock:           $        0.00      $         0.00
                                               =============      ==============

</TABLE>



See accompanying notes.


                                       4
<PAGE>



<TABLE>



               American Locker Group Incorporated and Subsidiaries

                      Consolidated Statements of Cash Flows

<CAPTION>
                                                   THREE MONTHS ENDED MARCH 31,
                                                        1999            1998
                                                   ------------     ------------
<S>                                                <C>              <C>
Operating activities
Net Income                                         $    591,807     $    929,896
Adjustments to reconcile net income to
    net cash provided by operating activities:
      Depreciation and amortization                     112,228          170,560
      Gain on disposition of property, plant and
       equipment                                          (202)                0
      Pension and other benefits                         51,057                0
      Change in assets and liabilities:
        Accounts and notes receivable                   168,506        (470,633)
        Inventories                                      81,163        (688,226)
        Prepaid expenses                                 41,818         (33,518)
        Accounts payable and accrued expenses         (674,227)          917,975
        Income taxes                                  (288,941)                0
                                                   ------------     ------------
Net cash provided by operating activities                83,209          826,054

INVESTING ACTIVITIES
Purchase of property, plant and equipment             (100,361)         (19,394)
                                                   ------------     ------------
Net cash used in investing activities                 (100,361)         (19,394)

FINANCING ACTIVITIES
Net repayment under line of credit                            0        (850,000)
Debt repayment                                         (50,010)        (165,750)
Common stock issued                                      54,625           13,813
                                                   ------------     ------------
Net cash provided by (used in) financing
 activities                                               4,615      (1,001,937)
Effect of exchange rate changes on cash                  20,014            5,925
                                                   ------------     ------------
Net increase (decrease) in cash                           7,477        (189,352)
Cash and cash equivalents at beginning of period      1,188,007        1,154,045
                                                   ------------      -----------

Cash and cash equivalents at end of period         $  1,195,484    $    964,693
                                                   ============    =============

Supplemental cash flow information:
 Cash paid during the period for:
      Interest                                     $     21,881    $      66,658
                                                                   $
                                                   ============    =============
      Income Taxes                                 $    758,000          325,092
                                                   ============    =============


</TABLE>


See accompanying notes.



                                       5
<PAGE>



Notes to Consolidated Financial Statements
American Locker Group Incorporated and Subsidiaries


1. The accompanying  unaudited  consolidated condensed financial statements have
   been prepared in accordance with generally accepted accounting principles for
   interim  financial  information  and  with  the  instructions  to Form  10-Q.
   Accordingly,  the  condensed  financial  statements do not include all of the
   information  and  footnotes   required  by  generally   accepted   accounting
   principles for complete financial statements. In the opinion of the Company's
   management,  all  adjustments,   consisting  of  normal  recurring  accruals,
   considered  necessary for a fair  presentation  of such  condensed  financial
   statements have been included.  Operating  results for the three month period
   ended March 31, 1999 are not  necessarily  indicative of the results that may
   be expected for the year ended December 31, 1999.

2. Provision for income  taxes is based  upon  the estimated  annual   effective
   tax rate.

3. Net  income  per  common  share is  computed  by  dividing  net income by the
   weighted  average number of shares  outstanding,  plus,  when  dilutive,  the
   common  stock  equivalents  which  would  arise  from the  exercise  of stock
   options,  during the  periods.  Basic and  diluted  weighted  average  shares
   outstanding  were 2,463,216  (2,415,748 in 1998) and 2,545,823  (2,534,764 in
   1998) respectively at March 31, 1999.

4. Inventories are valued at the lower of cost or market.  Cost is determined by
   using the last-in, first-out method for substantially all of the inventories.

<TABLE>
<CAPTION>


                                              MARCH 31,             December 31,
                                                1999                     1998
                                             ----------             ------------
                     <S>                     <C>                    <C>

                     Raw materials           $2,169,818               $1,763,210
                     Work-in-process          1,726,406                2,023,542
                     Finished goods           2,795,253                2,985,888
                                             ----------               ---------- 
                                             $6,691,477               $6,772,640
                  
                     Less allowance to                               
                      reduce carrying
                      value to LIFO
                      basis                     460,509                  460,509
                                             ----------               ----------     
                                             $6,230,968               $6,312,131
                                             ==========               ==========

</TABLE>


5. Total  comprehensive  income  consisting  of net income and foreign  currency
   translation  adjustment  was $611,821 and $935,821 for the three months ended
   March 31, 1999 and March 31, 1998 respectively.



                                       6
<PAGE>





Item 2.  Management Discussion and Analysis of Financial  Condition and  Results
         of Operations

               American Locker Group Incorporated and Subsidiaries



FIRST THREE MONTHS 1999 VS FIRST THREE MONTHS 1998

First  quarter 1999 sales were  $7,857,688  compared to  $9,789,657 in the first
quarter of 1998.  This was a decrease of  $1,931,969  or 19.7%.  Plastic  locker
sales to the United  States  Postal  Service  (USPS) in the first  quarter  were
$5,401,781  compared to $6,705,999  during the same period in 1998.  Cluster Box
Units (CBUs)  accounted  for  $5,007,972  of this year's first  quarter  plastic
locker sales versus  $6,133,693 the same period in 1998. Sales of Outdoor Parcel
Lockers (OPLs) were $393,809  compared to $572,306 in the first quarter of 1998,
a decline of $178,497 or 31.2%.  This  decline was  anticipated  and  previously
disclosed as all three model CBUs have built-in  parcel  compartments.  Sales of
metal,  mechanical and electronic  lockers were  $2,455,907 in the first quarter
this year, a decrease of $627,751 or 20.4% over last year's $3,083,658.

The decline in sales of CBUs  relates to fewer units in total  purchased  by the
USPS compared to last year's first quarter and also to lower selling  prices per
unit.  The Company has  maintained  its dominant  market share position and USPS
procurement  policy continues to limit purchase of NDCBUs (the steel predecessor
to  plastic  or  aluminum  CBUs) in  relation  to the new  CBUs.  However,  USPS
accumulation  of CBU inventories in the third quarter of 1998 and USPS operating
losses  associated with deferring a postal rate increase for six months resulted
in lower CBU purchases in the fourth  quarter of 1998 and first quarter of 1999.
Based on current information available to the Company, the Company believes that
the long term  outlook for CBU volumes  remains  favorable in light of continued
USPS commitment to the CBU and its operating cost reduction benefits.  Also, the
USPS  has  announced  that  effective  September  15,  1999 it will  discontinue
purchase of NDCBUs and decertify the unit for further installations.  Therefore,
total CBU volumes are expected to be positively effected by replacement of older
NDCBU installations.

 As previously  reported,  the USPS has extended the Company's national contract
through April 14, 2000.  Terms of the extension were finalized on April 14, 1999
and set prices and minimum quantities for the period through April 14, 2000. The
Company  lowered  prices  on  CBUs by  approximately  one-third  of one  percent
(0.33%). The contract minimum quantity is one and is solely a legal minimum, not
indicative of USPS requirements.  As previously  disclosed,  total CBU demand is
influenced  by a number of  factors  over  which  the  Company  has no  control,
including but not limited to: Postal budgets,  policies,  financial performance,
domestic  new  housing  starts,  and the  weather as these  units are  installed
outdoors.  The CBU is a modernization of the NDCBU (which the USPS has purchased
for 20  years)  and is an  integral  part of the USPS  delivery  cost  reduction
program identified as Centralized Delivery.

The two CBU  competitors,  each with an aluminum  CBU,  also  received  one-year
contract  extensions.  The Company has  maintained  its  dominant  market  share
position and believes our CBU prices are  competitive.  The Company believes its
CBU  product  line  continues  to  represent  the best value  when all  factors,
including price, quality of design and construction, long term



                                       7
<PAGE>


durability and service are considered.

Consolidated  costs of products  sold as a percentage  of sales was 70.4% during
the  first  quarter  of 1999  compared  to 68.9% in the first  quarter  of 1998.
Decreased  gross  margins are directly  related to decreased  sales  volumes and
previous price concessions, as partially offset by cost reduction efforts of the
Company.

Selling, general and administrative costs for the first quarter of 1999 compared
to the same period in 1998  ($1,381,526  - 1999;  $1,492,741 - 1998),  decreased
7.5%.  Selling,  general and administrative  costs represented 17.6% of sales in
the first quarter of 1999, up from 15.2% of sales for the same period in 1998.

Interest  income was $13,053 in the first  quarter of 1999  compared  to $16,838
in the first quarter of 1998.

Interest expense of $26,122 in the first quarter of 1999 decreased  $40,546 from
1998 due to a decrease in the balance  outstanding under the Company's term loan
agreements.

LIQUIDITY AND SOURCES OF CAPITAL

The Company  continues to have adequate  resources and liquidity to maintain and
expand its  operations.  Working capital at March 31, 1999 was  $10,281,229,  up
$1,164,158 over working capital of $9,117,071 at December 31, 1998. The ratio of
current  assets  to  current  liabilities  was 5.24 to 1 at March 31,  1999,  as
compared to a ratio of 3.94 to 1 at December  1998.  Cash provided by operations
was $83,209 during the first three months of 1999, compared to $826,054 provided
by operating  activities for the same period in 1998.  The Company's  $3,000,000
line of credit is  available  to assist in  satisfying  future  working  capital
needs, if required.

The Company  anticipates  that its  requirements  for funds for  operations  and
capital  expenditures  will be provided  principally  from cash  generated  from
future operations.

YEAR 2000 PROJECT UPDATE

The Year 2000  (Y2K)  issue  relates to the fact that many  computers,  computer
programs,  and embedded  microchips support only two digits to specify a year in
the date field.  Therefore,  if not corrected,  these systems may fail or create
erroneous  results in dealing with matters  which refer to dates after  December
31, 1999. The Company is aware of the issues and has actively pursued corrective
action  since late 1996.  Following is a project  status  update as of March 31,
1999.

A. Assessment

   Assessment of the Company's Information Technology (IT) systems was completed
   in 1997.  Based on results of the  assessment,  the Company  determined  that
   complete replacement of its IT system was the best course of action.

   Assessment of the Company's non-IT systems with embedded microchips (security
   systems,  telephones,  etc.)  began in the first  quarter  of 1998 and is now
   complete.  No  systems  required  renovation  and  none are  critical  to the
   Company's production process.



                                       8
<PAGE>




B. Renovation

   Renovation  by  replacement  of the  Company's  IT  system is  proceeding  on
   schedule. New IT software that is certified Y2K compliant has been purchased,
   installed,  and  modeled  using  actual  Company  data.  The new IT system is
   running on a new Novell network of personal  computers that is also certified
   Y2K compliant.

   Total project expenditures through March 31, 1999 were $180,000 for hardware,
   software, and implementation consulting fees. This represents over 70% of the
   total projected project cost.

C. Validation

   Validation  and  final  testing  of the  new IT  system  has  commenced  with
   full-scale  Company  data  starting  January  1,  1999 and is  currently  80%
   complete.

D. Implementation

   Final implementation of the new IT system is scheduled for the second quarter
   1999,  depending on validation results.  However,  our current IT system will
   run parallel until the new system is completely validated.

E. Third Party Assessment

   The Company surveyed its entire vendor base during the third quarter of 1998.
   Final results were compiled  during the fourth  quarter 1998. The Company has
   verified that its major vendors are working  towards Y2K  compliance and that
   reasonable  contingency plans are in place to allow the Company's  production
   of its products to continue.  Also, the Company as normal  policy,  maintains
   adequate  inventory of all but the most expensive  components (those supplied
   by vendors noted above) to safeguard  against short term  interruptions.  The
   Company has also built and will maintain a large  inventory of completed CBUs
   in order to ensure on-time deliveries to the USPS in spite of any Y2K related
   interruptions in production.  No single customer's failure to address the Y2K
   issue,  other than the United  States  Postal  Service  (USPS),  would have a
   material effect on the Company.

Worst Case Risks and Contingency Plans

In 1998,  the Company's  contract with the United States Postal  Service  (USPS)
accounted for over 70% of the Company's revenues. Any interruption or slowing of
USPS orders or payments as a result of Y2K related  issues would have a material
adverse  effect  on the  Company's  results  of  operations,  liquidity,  and/or
financial condition. However, through communication with the USPS and assessment
of USPS  representations  related to their Y2K project status,  the Company does
not anticipate Y2K related interruptions in USPS orders or payments.

In the event that a Y2K related  slowdown or stoppage in USPS orders does occur,
the Company has a contingency plan whereby CBU inventory levels would be reduced
and orders for incoming materials would be delayed or cancelled in order to free
working  cash.  The  Company's  $3,000,000  line of  credit,  as  well as  other
financial instruments, may be utilized if necessary.




                                       9
<PAGE>



The forward looking statements  contained in the Year 2000 Project Update should
be read in conjunction  with the Company's  disclosures  under the heading "Safe
Harbor Statement under the Private Securities Litigation Reform Act of 1995."

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Forward-looking   statements  in  this  report,  including  without  limitation,
statements   relating   to  the   Company's   plans,   strategies,   objectives,
expectations,  intentions  and adequacy of  resources,  are made pursuant to the
Safe Harbor Provisions of the Private Securities  Litigation Reform Act of 1995.
Investors are cautioned that such  forward-looking  statements involve risks and
uncertainties  including  without  limitation the  following:  (i) the Company's
plans,  strategies,  objectives,  expectations,  and  intentions  are subject to
change at any time at the  discretion of the Company,  (ii) the Company's  plans
and results of operations  will be affected by the  Company's  ability to manage
its growth and inventory, and (iii) other risks and uncertainties indicated from
time  to  time  in the  Company's  filings  with  the  Securities  and  Exchange
Commission.


Part II

Item 1.  Legal Matters

In September 1998 and subsequent  months, the Company was named as an additional
defendant in 32 cases pending in state court in Massachusetts. The plaintiffs in
each such case assert that the Company  manufactured  and  furnished  to various
shipyards components containing asbestos during the period from 1948 to 1972 and
that  injuries  resulted  from  exposure  to such  products.  The assets of this
division were sold by the Company in 1973. Based upon  investigations  conducted
by the Company to date,  the Company has  discovered no evidence that the former
division  manufactured or supplied any products containing asbestos.  Therefore,
barring the discovery of contrary evidence, the Company does not anticipate that
these actions will have any  substantial  impact on the Company's  operations or
financial  condition.  Defense of these cases has been assumed by the  Company's
insurance carrier, subject to a customary reservation of rights

In December  1998,  the Company  was named as a  defendant  in a lawsuit  titled
"ROBERTA RAIPORT, ET AL. V. GOWANDA ELECTRONICS CORP. AND AMERICAN LOCKER GROUP,
INC." pending in the State of New York Supreme Court, County of Cattaragus.  The
suit  involves  property  located  in  Gowanda,  New York  which was sold by the
Company to Gowanda  Electronics Corp. prior to 1980. The plaintiffs,  current or
former  property  owners in  Gowanda,  New York,  assert  that  defendants  each
operated machine shops at the site during their respective  periods of ownership
and that as a  result  of such  operation  soil  and  groundwater  contamination
occurred  which  has  adversely   affected  the  plaintiffs  and  the  value  of
plaintiffs'  properties.  The plaintiffs assert a number of causes of action and
seek  compensatory  damages  of  $5,000,000  related to  alleged  diminution  of
property  values,  $3,000,000 for economic losses and "disruption to plaintiffs'
lives," $10,000,000 for "nuisance,  inconveniences and disruption to plaintiffs'
lives,"  $25,000,000 in punitive damages,  and $15,000,000 to establish a "trust
account"  for  monitoring  indoor air quality and other  remedies."  The Company
believes  that its  potential  liability  with respect to this site,  if any, is
diminimus.  Therefore, based on the information currently available,  management
does not believe the outcome of this suit will have a substantial  impact on the
Company's  operations  or  financial  condition.  Defense  of this case has been
assumed by the Company's insurance carrier,  subject to a customary  reservation
of rights.



                                       10
<PAGE>



Item 6. Exhibits and Reports on Form 8-K

        (a) Exhibit  10   Material   Contracts  U.S.  Postal   Service  Contract
            Modification #M010 to #072368-96-B-0741, dated April 14, 1999.

        (b) Exhibit 27.1 Financial Data Schedule dated March 31, 1999.

        (c) Exhibit  27.2  Financial   Data    Schedule   dated   March 31, 1998
            (Restated).

        (d) The  Company  did not  file any  reports  on  Form  8-K   during the
            three months ended March 31, 1999.




                                       11
<PAGE>




                                S I G N A T U R E






In accordance with the requirements of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



                                            AMERICAN LOCKER GROUP INCORPORATED
                                                      (Registrant)





                                            /s/Edward F. Ruttenberg
                                            ----------------------------------
                                            Edward F. Ruttenberg
                                            Chairman and Chief Executive Officer











Date:  May 6, 1999




                                       12
<PAGE>



                                   EXHIBIT 10

                U. S. POSTAL SERVICE: CONTRACT/ORDER MODIFICATION

1. MODIFICATION NO.:M010        TO CONTRACT/ORDER NO.:   072368-96-B-0741
2  a. DATE ISSUED:  04/15/99    b. REQUEST NO.:  99-02580
   c. FINANCE NO:   072368      SSN/TIN:  16-1068506

3. CONTRACTOR:                  4. ISSUED BY:
   ROY GLOSSER                     U S POSTAL SERVICE
   AMERICAN LOCKER SECURITY        PURCHASING & MATLS SERVICE CENTER
   PO BOX 489                      3300 S PARKER RD SUITE 400
   JAMESTOWN  NY 14702-0489        AURORA CO  80014-3500
   (800) 828-9118                  FOR INFORMATION CALL:
                                   Patricia D. Kain
                                   303/369-1248
                                   [email protected]
                                   ACO CODE: 072368

The  above  number  contract/order  is  modified  as set  forth  in  Block 6, by
supplement  agreement  entered into  pursuant to  authority  of the  Contracting
Officer.  The  contractor  is  required  to sign  and  return  one  copy of this
modification to the Issuing Office.

6. DESCRIPTION OF MODIFICATION:

   REFERENCE:  NATIONAL CONTRACTS - CENTRAL DELIVERY EQUIPMENT

   1. This  contract  is  extended  for a one year term  from  04/15/99  through
      04/14/2000.
   2. New Pricing, as listed on Page 2, is effective 04/15/1999. 
   3. The following items are deleted from the contract effective 09/11/1999:
            Item 04, NDCBU Type I
            Item 05, NDCBU Type II 
            Item 06, NDCBU Type III
            Item 08a, NDCBU Pedestal

   Except  as  provided  herein,  all  terms  and  conditions  of  the  document
   referenced in Block 1, as heretofore  changed,  remain  unchanged and in full
   force and effect.

7. ACCOUNTS PAYABLE DATA  X  is not     , is changed, see 
                         ---        ---
   Previous Grand Total:
   Value of Modification:
   New Grand Total:

   The  supplier X is not     is required to sign and return an original and 
                ---       ---                                                ---
   copy(ies) of this modification to the issuing Office (See Block 4).

8. SIGNATURES:  SUPPLIER                        U.S. POSTAL SERVICE

   /s/ Roy J. Glosser      4/14/98              /s/ Patricia D. Kain     4/14/98
   ---------------------------------------      --------------------------------
   Signature               Date                 Signature             Date

   Roy J. Glosser                               Patricia D. Kain
   ---------------------------------------      --------------------------------
   Name of Person Authorized to Sign Title      Contracting Officer




<PAGE>



CONTRACT/ORDER MODIFICATION DESCRIPTION - Continuation Page 2 of 2 Pages

1. MODIFICATION NO.: 010      CONTRACT/ORDER/AGREEMENT: 072368-96-B-0741

3. DESCRIPTION OF MODIFICATION

   NEW PRICING EFFECTIVE 04/15/1999

   ITEM 01:       CBU TYPE I        $861.00
   ITEM 02:       CBU TYPE II       $892.00
   ITEM 03:       CBU TYPE III      $923.00
   ITEM 07:       OPL               $244.00


   PRICING FOR THE FOLLOWING ITEMS REMAINS THE SAME:

   ITEM 08:       REPLACEMENT PEDESTALS

   ITEM 08b:      OPL               $ 75.00

   ITEM 08c:      CBU TYPE I        $110.00
                  CBU TYPE II       $150.00
                  CBU TYPE III      $110.00




<PAGE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
                                  Exhibit 27.1
                     American Locker Group Incorporated
                             Financial Data Schedule
                                 March 31, 1999
</LEGEND>
<CIK>                         0000008855                        
<NAME>                        AMERICAN LOCKER GROUP INCORPORATED
<MULTIPLIER>                                   1
<CURRENCY>                                     U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-START>                                 DEC-31-1998
<PERIOD-END>                                   MAR-31-1999
<EXCHANGE-RATE>                                1.0000
<CASH>                                         1,195,484
<SECURITIES>                                   0
<RECEIVABLES>                                  3,894,296
<ALLOWANCES>                                   219,136
<INVENTORY>                                    6,230,968
<CURRENT-ASSETS>                               12,705,156
<PP&E>                                         8,923,967
<DEPRECIATION>                                 7,818,986
<TOTAL-ASSETS>                                 13,947,782
<CURRENT-LIABILITIES>                          2,423,927
<BONDS>                                        483,323
                          0
                                    0
<COMMON>                                       2,498,772
<OTHER-SE>                                     7,916,730
<TOTAL-LIABILITY-AND-EQUITY>                   13,947,782
<SALES>                                        7,857,688
<TOTAL-REVENUES>                               7,937,541
<CGS>                                          5,533,975
<TOTAL-COSTS>                                  5,533,975
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             26,122
<INCOME-PRETAX>                                995,913
<INCOME-TAX>                                   404,111
<INCOME-CONTINUING>                            591,807
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   591,807
<EPS-PRIMARY>                                  .24
<EPS-DILUTED>                                  .23
        




</TABLE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
                                  Exhibit 27.2

                       American Locker Group Incorporated
                             Financial Data Schedule
                                 March 31, 1998

                                   (Restated)

</LEGEND>
<CIK>                         0000008855                         
<NAME>                        AMERICAN LOCKER GROUP INCORPORATED
<MULTIPLIER>                                   1
<CURRENCY>                                     U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-START>                                 DEC-31-1997
<PERIOD-END>                                   MAR-31-1998
<EXCHANGE-RATE>                                1.0000
<CASH>                                         964,693
<SECURITIES>                                   0
<RECEIVABLES>                                  4,990,343
<ALLOWANCES>                                   427,187
<INVENTORY>                                    4,324,754
<CURRENT-ASSETS>                               11,012,340
<PP&E>                                         8,544,104
<DEPRECIATION>                                 7,445,982
<TOTAL-ASSETS>                                 12,115,584
<CURRENT-LIABILITIES>                          3,519,195
<BONDS>                                        2,265,250
                          0
                                    0
<COMMON>                                       2,415,748
<OTHER-SE>                                     3,453,031
<TOTAL-LIABILITY-AND-EQUITY>                   12,115,584
<SALES>                                        9,789,657
<TOTAL-REVENUES>                               9,871,358
<CGS>                                          6,743,057
<TOTAL-COSTS>                                  6,743,057
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             66,668
<INCOME-PRETAX>                                1,568,892
<INCOME-TAX>                                   638,996
<INCOME-CONTINUING>                            929,896
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   929,896
<EPS-PRIMARY>                                  .38
<EPS-DILUTED>                                  .37
                                      
        


                                  

</TABLE>


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