<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 Quarter Ended April 30, 1997
Commission File Number 1-11160
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
-----------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 75-2617871
- - ------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization Identification No.)
2121 San Jacinto Street
Suite 2500, L. B. 31
Dallas, Texas 75201
- - ------------------------------- -------------------
(Address of principal executive (Zip Code)
offices)
(Registrant's telephone number, including area code) (214) 953-4500
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, and (2) has been subject to such filing requirements
for the past 90 days.
Yes X . No. .
----- -----
At May 31, 1997, 22,425,367 shares of Common Stock, par value $0.25 of the
Registrant were outstanding.
Page 1 of 16
Exhibit Index Appears on Page 16
<PAGE>
INDEX
Page
Number
- - ------
Part I. Financial Information
Management's Representation 3
Consolidated Condensed Statements of Earnings for
the three months and six months ended April 30, 1997
and 1996 4
Consolidated Condensed Balance Sheets as of
April 30, 1997 and October 31, 1996 5-6
Consolidated Condensed Statements of Cash Flows
for the six months ended April 30, 1997 and 1996 7
Notes to Consolidated Condensed Financial Statements 8-10
Management's Discussion and Analysis 11-15
Part II. Other Information 16
Signature 16
2
<PAGE>
PART I
FINANCIAL INFORMATION
MANAGEMENT'S REPRESENTATION
The consolidated condensed financial statements included herein have been
prepared by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed. The Company believes that the
disclosures are adequate to make the information presented not misleading.
These consolidated condensed financial statements should be read in conjunction
with the financial statements and the notes to consolidated financial statements
included in the Annual Report on Form 10-K/A for the fiscal year ended October
31, 1996.
In the opinion of the Company, all adjustments have been included in the
consolidated financial statements included herein that were necessary to present
fairly the financial position of Global Industrial Technologies, Inc. and
subsidiaries as of April 30, 1997; the results of operations for the three and
the six months ended April 30, 1997 and 1996; and the cash flows for the six
months ended April 30, 1997 and 1996. These adjustments consisted of normal
recurring adjustments. The results of operations for such interim periods do
not necessarily indicate the results for the full year.
3
<PAGE>
GLOBAL INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
(In millions except per share data)
<TABLE>
<CAPTION>
Three months ended Six months ended
April 30, April 30,
----------------------- -------------------
1997 1996 1997 1996
------- ------- ------- -------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Revenues
Net sales and operating revenues $ 153.3 $ 154.9 $ 285.3 $ 304.2
Other 0.3 0.3 0.6 0.9
------- ------- ------- -------
Total Revenues 153.6 155.2 285.9 305.1
------- ------- ------- -------
Costs and Expenses
Cost of sales 108.5 110.7 201.7 222.4
Selling, engineering, administrative and
general expenses 31.1 32.4 60.9 63.9
Interest expense 2.5 2.7 5.1 3.8
Special charges 0.0 0.0 20.5 0.0
Other - net (2.0) (3.1) (0.6) (4.3)
------- ------- ------- -------
Total Costs and Expenses 140.1 142.7 287.6 285.8
------- ------- ------- -------
Earnings before income taxes 13.5 12.5 (1.7) 19.3
Income tax (provision) benefit (3.3) (2.3) 0.5 (3.5)
------- ------- ------- -------
Net earnings $ 10.2 $ 10.2 $ (1.2) $ 15.8
======= ======= ======= =======
Earnings per common share $ 0.45 $ 0.45 $ (0.05) $ 0.70
======= ======= ======= =======
Average common shares outstanding 22.5 22.7 22.6 22.6
======= ======= ======= =======
Depreciation, Depletion & Amortization 5.4 5.0 10.9 9.6
======= ======= ======= =======
Capital Expenditures 15.1 14.1 27.5 24.2
======= ======= ======= =======
</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements
4
<PAGE>
GLOBAL INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(in millions)
<TABLE>
<CAPTION>
April 30, 1997 October 31, 1996
ASSETS (Unaudited)
- - ----------------- --------------- ----------------
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 7.6 $ 11.5
Notes and accounts receivable
Public 132.8 129.2
Unconsolidated affiliates 0.7
--------------- ----------------
132.8 129.9
Less allowance for doubtful accounts 1.7 1.5
--------------- ----------------
131.1 128.4
Inventories
Finished products and work in process 95.4 93.0
Raw materials and supplies 43.3 40.6
--------------- ----------------
138.7 133.6
--------------- ----------------
Deferred income taxes 54.5 54.5
Asbestos insurance recoveries receivable 45.3 42.6
Prepaid expenses 6.3 4.9
--------------- ----------------
Total Current Assets 383.5 375.5
Investments in Unconsolidated Affiliates 5.3 20.5
Noncurrent Deferred Income Taxes 5.1 5.1
Goodwill - net 80.7 82.2
Other Assets 71.6 71.6
Property, Plant and Equipment - at cost
Land, land improvements and mineral deposits 33.6 33.0
Buildings 92.3 88.9
Machinery and equipment 369.4 354.6
--------------- ----------------
495.3 476.5
Less accumulated depreciation, depletion and amortization 280.7 278.8
--------------- ----------------
Total properties - net 214.6 197.7
--------------- ----------------
Total Assets $ 760.8 $ 752.6
=============== ================
</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements.
5
<PAGE>
GLOBAL INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(in millions)
<TABLE>
<CAPTION>
April 30, 1997 October 31, 1996
LIABILITIES AND SHAREHOLDERS' EQUITY (Unaudited)
- - --------------------------------------------------------------------------- -------------- ----------------
<S> <C> <C>
Current Liabilities
Accounts payable $ 48.3 $ 44.8
Notes payable and current portion of long-term debt 51.2 38.9
Advances from customers on contracts 4.3 3.3
Accrued compensation and benefits 16.7 26.4
Insurance reserves 12.5 13.2
Income taxes currently payable 4.9 14.1
Current deferred income taxes 7.6 7.6
Asbestos related liabilites 38.7 40.1
Other accrued liabilities 25.1 18.8
-------------- --------------
Total Current Liabilities 209.3 207.2
Long-term Debt 141.7 136.5
Pension Plans and Other Retiree Benefits 51.5 49.2
Noncurrent Deferred Income Taxes 7.4 7.5
Other Liabilities 51.7 52.3
Shareholders' Equity
Common Stock 6.8 6.8
Capital in excess of par value 382.8 382.8
Retained Earnings 28.7 29.9
Cumulative translation adjustment (51.0) (56.0)
Treasury stock, at cost (65.3) (60.8)
Other (2.8) (2.8)
-------------- --------------
Total Shareholders' Equity 299.2 299.9
-------------- --------------
Total Liabilites and Shareholders' Equity $ 760.8 $ 752.6
============== ==============
</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements.
6
<PAGE>
GLOBAL INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
<TABLE>
<CAPTION>
Six months ended
April 30,
-----------------------------------
1997 1996
---------------- ----------------
(Unaudited)
<S> <C> <C>
Cash flows from operating activities
Net earnings $ (1.2) $ 15.8
Adjustments to reconcile net earnings to cash flow
Depreciation, depletion and amortization 10.9 9.6
Earnings from affiliated companies - (0.3)
Special charges 20.5 -
Decrease in receivables 1.2 3.1
Increase in inventories (9.8) (23.7)
(Increase) decrease in prepaid expenses (1.5) 1.2
Decrease in accounts payable and accrued liabilities (13.6) (9.8)
Increase (decrease) in advances from customers 1.0 (13.9)
Increase (decrease) in income taxes payable (9.5) 1.0
Other - net (3.3) (5.0)
---------------- ----------------
Net cash generated (used) by operating activities (5.3) (22.0)
---------------- ----------------
Cash flows from investing activities
Business acquisitions - (70.9)
Liquidation of investment in unconsolidated subsidiary 14.9 -
Business disposals 1.7 -
Capital expenditures (27.5) (24.2)
---------------- ----------------
Net cash provided (used) by investing activities (10.9) (95.1)
---------------- ----------------
Cash flows from financing activities
Proceeds from borrowings 18.1 105.5
Reduction of debt (1.3) (3.2)
Options exercised under employee benefit plans 0.6 1.7
Purchase of common shares (5.3) (0.8)
---------------- ----------------
Net cash provided (used) by financing activities 12.1 103.2
---------------- ----------------
Effect of translation adjustments on cash 0.2 (0.2)
---------------- ----------------
Net increase(decrease) in cash and cash equivalents (3.9) (14.1)
Cash and cash equivalents, beginning of period 11.5 21.1
---------------- ----------------
Cash and cash equivalents, end of period $ 7.6 $ 7.0
================ ================
</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements
7
<PAGE>
GLOBAL INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
April 30, 1997
NOTE A - INTRODUCTION
The Company, Global Industrial Technologies, Inc. (Global), together with its
subsidiaries and unconsolidated joint ventures conducts its business in five
segments: Specialty Equipment Products, Refractory Products, Minerals, Forged
Products, and Industrial Tools.
NOTE B - INVENTORIES
The determination of inventory values and cost of sales under the LIFO method
for interim financial results are based on management's estimates of expected
year-end inventories.
NOTE C - TRANSLATION OF HIGHLY INFLATIONARY CURRENCIES
The Company began reporting its Mexican operations as highly inflationary
beginning with the quarter ended April 30, 1997, which is the first reporting
period for the Company beginning after December 31, 1996. This change was made
in accordance with SFAS 52, "Foreign Currency Translation". The effect of this
change was not material to the Company's results during the second quarter of
fiscal 1997 as exchange rates between the U.S. dollar and the peso remained
relatively constant throughout this period. The Company has no other
subsidiaries in highly inflationary economies.
8
<PAGE>
GLOBAL INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
April 30, 1997
NOTE D - CONTINGENCIES
The Company and its subsidiaries are involved in certain legal actions and
claims arising in the ordinary course of business which are described in Note H
to Consolidated Financial Statements contained in the Company's Annual Report on
Form 10-K/A for the fiscal year ended October 31, 1996. There have been no
significant changes related to the Company's contingent liabilities since
October 31, 1996 except that the jury verdict mentioned in Note H in the
aggregate amount of $231,000 entered into in 1994 on the vibration injury claims
of five plaintiffs in Connecticut was vacated and the Supreme Court of
Connecticut reversed the trial court's decision and remanded the case for new
trial.
NOTE E - EARNINGS PER SHARE
In February 1997, the Financial Accounting Standards Board adopted the Statement
of Financial Accounting Standards No. 128, "Earnings per Share". The Statement
is effective for financial statements issued for periods ending after December
15, 1997 and specifies new standards for the computation and presentation of
earnings per share. The Company's adoption of this standard will result in the
dual presentation of "basic" and "diluted" earnings per share on the face of the
Company's income statement. Diluted earnings per share calculated using the new
standard is not expected to materially differ from primary earnings per share
previously presented.
9
<PAGE>
GLOBAL INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
April 30, 1997
NOTE F - INFORMATION BY INDUSTRY SEGMENT
The Company's industry segments are Refractory Products, Minerals, Industrial
Tool, Specialty Equipment Products and Forged Products. Sales and operating
profits results are presented below for the three and the six months ended April
30, 1997 and 1996.
<TABLE>
<CAPTION>
Three months ended Six months ended
April 30 April 30
-----------------------------------------------------
1997 1996 1997 1996
-----------------------------------------------------
(In Millions) (In Millions)
<S> <C> <C> <C> <C>
Sales and operating revenues:
Refractory Products $ 84.0 $ 74.1 $157.7 $143.5
Minerals 13.6 13.4 26.7 27.3
Industrial Tools 28.6 24.2 51.9 43.0
Specialty Equipment Products 18.7 13.6 31.9 22.7
Forged Products 14.8 12.8 27.5 24.7
Divested Operations 0.0 22.7 0.0 53.9
Intersegment sales (6.4) (5.9) (10.4) (10.9)
------ ------ ------ ------
Total sales and operating revenues $153.3 $154.9 $285.3 $304.2
====== ====== ====== ======
Operating Profit:
Refractory Products $ 8.6 $ 7.6 $ 13.4 $ 12.3
Minerals 1.7 3.1 3.6 6.7
Industrial Tools 4.2 3.8 6.7 5.4
Specialty Equipment Products 1.6 1.2 1.5 1.7
Forged Products 3.3 3.2 6.2 6.3
Divested Operations 0.0 0.0 0.0 (0.6)
----- ------ ------ ------
Subtotal 19.4 18.9 31.4 31.8
----- ------ ------ ------
General corporate expenses ( 5.9) (6.4) (12.6) (12.5)
Special charges 0.0 0.0 (20.5) 0.0
----- ------ ------ ------
Earnings (loss) before taxes $ 13.5 $ 12.5 $ (1.7) $ 19.3
====== ====== ====== ======
</TABLE>
10
<PAGE>
GLOBAL INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
April 30, 1997
RESULTS OF OPERATIONS
- - ---------------------
Three months and six months ended April 30, 1997 compared to April 30, 1996.
The Company had a net loss of $1.2 million or $.05 per share in the first six
months of 1997 which included a $20.5 million pre-tax charge to earnings related
to the divestiture of three businesses. Excluding the effect of the charge-off
or any contribution from those three operating units, Global reported earnings
of $0.63 per share on revenues of $285.9 million and segment operating profits
of $31.4 million. For the same period a year ago, Global reported earnings of
$0.73 per share on revenues of $251.2 million and segment operating profits of
$32.4 million. An income tax benefit of $.5 million was recorded for the six
months ended April 30, 1997, compared to a tax provision of $3.5 million for the
prior year six month period.
Revenues for the second quarter of 1997 of $153.6 million were $21.1 million or
16% higher than the $132.5 million in the prior year quarter excluding the
divested operations. Operating profits of $19.4 million compared to $18.9
million for the second quarter of 1996.
Segment operating profit for the six months was $31.4 million in fiscal 1997
compared to $31.8 million in 1996, a decrease of $.4 million. General corporate
expenses were $.1 million higher for the six months ended April 30, 1997 versus
1996 due to an increase in interest expense of $1.3 million in 1997 over the
first six months of 1996, partially offset by a decrease in headquarters
expenses. For the quarter, 1997 general corporate expenses were $5.9 million,
or $.5 million less than in the prior year period.
Consolidated revenues of $285.9 million for the first six months of fiscal 1997
were down $19.2 million, or 6.3 percent, from $305.1 million in the prior year
period. The decrease was primarily due to the $53.9 million prior year
contribution of the operations to be divested, partially offset by 1997 revenues
of Corrosion Technology International, Inc. (CTI) and the Rotor Tool Company
(Rotor). CTI results were not included in the first three months of the prior
year and Rotor's contribution was not included in the first two months of fiscal
1996.
Total costs and expenses for the first six months of 1997 were $287.6 million,
up slightly from $285.8 million for the same period in 1996. Costs of sales
were $201.7 million, $20.7 million, or 9.3 percent, lower than the prior year
period, due primarily to the exclusion from the current year results of the
operations to be divested. Selling, engineering, administrative and general
expenses were $60.9 million for the first six months of 1997, $3 million, or
4.7 percent, lower than the $63.9 million for the same period in 1996. Other -
net is income of $.6 million for the first six months of 1997 compared to $4.3
million for the same period in 1996. The prior year
11
<PAGE>
GLOBAL INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
April 30, 1997
included a foreign exchange gain of $2.2 million, miscellaneous asset sales of
$1.4 million and $.3 million in equity company earnings. For 1997, the Other -
net of $.6 million was primarily a $.3 million foreign exchange gain.
For the quarter, total costs and expenses were $140.1 million, down slightly
from $142.7 million for the prior year. Cost of sales of $108.5 million for the
1997 second quarter were $2.2 million less than in 1996. Selling, engineering
administrative and general expenses of $31.1 million were $1.3 million less than
for the prior year quarter. Other - net for the 1997 second quarter was income
of $2 million compared to $3.1 million for the prior year. The prior year
foreign exchange gain was $1.8 million for the quarter versus $.3 million for
the current year quarter.
Global's consolidated backlog of unshipped orders was $160.4 million at April
30, 1997 compared to $151.4 million at October 31, 1996 and $183.0 million at
April 30, 1996. The 5.9 percent increase in unshipped orders from the fiscal
year end is due primarily to increased demand for minerals and refractory
products.
SEGMENT RESULTS
- - ---------------
Refractory Products
- - -------------------
Revenues and operating profit for the first six months of fiscal 1997 of $157.7
million and $13.4 million compared to 1996 revenues of $143.5 million and
operating profit of $12.3 million. Revenues and earnings were moderately higher
(9.9 percent and 8.9 percent, respectively) in 1997 and reflected delayed
refractories shipments in the first quarter of 1997 compared to last year,
offset by an unusually large export order from a single customer that increased
shipments for the first six months significantly.
For the second quarter of 1997, revenues and operating profits were $84.0
million and $8.6 million, respectively, compared to 1996 revenues of $74.1
million and operating profit of $7.6 million.
On March 27, 1997, the Company announced that its Harbison-Walker Division has
entered into a joint venture agreement with the Siam Cement Group to develop,
build and operate refractory plants throughout Southeast Asia. The two
companies will be equal partner in these plants. Also, effective June 2, 1997,
the Company purchased all the refractory related assets and business of Lota
Green in Conception, Chile for $13.6 million.
12
<PAGE>
GLOBAL INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
April 30, 1997
Minerals
- - --------
Minerals revenues of $26.7 million were down $.6 million, or 2.2 percent, from
the same six month period in the prior year mostly because of reduced exports to
Europe. Operating earnings were $3.6 million, down $3.1 million, or 46.3
percent, from 1996 operating profit of $6.7 million. Higher natural gas prices
and a strengthening dollar in European markets adversely affected operating
results.
Revenues of $13.6 million for the 1997 quarter were essentially the same as
$13.4 million of revenues for the prior year. Operating profit of $1.7 million
was down $1.4 million, or 45.2 percent, from the year earlier quarter operating
profit of $3.1 million.
Industrial Tools
- - ----------------
Revenues of $51.9 million for the first six months of fiscal 1997 were $8.9
million, or 20.7 percent, higher than revenues of $43.0 million for the prior
year period. The increased sales volume was due primarily to strong aircraft and
automotive markets.
Segment operating profit of $6.7 million for the six months ended April 30, 1997
is $1.3 million, or 24.1 percent, higher than for the first six months of 1996
due to the increased sales volume.
For the second quarter of 1997, revenues and operating profits of $28.6 million
and $4.2 million, respectively, compared to revenues and operating profit of
$24.2 million and $3.8 million, respectively, for the year earlier period.
Specialty Equipment Products
- - ----------------------------
The Specialty Equipment Products segment consists of CTI and the Company's
Processing Group. The segment's consolidated revenues for the first six months
of fiscal 1997 of $31.9 million were up $9.2 million, or 40.5 percent, from the
same period in 1996 because Corrosion Technology results had not been included
in the first three months of 1996. Segment operating profit of $1.5 million for
the first six months of fiscal 1997 compared to profit of $1.7 million for 1996.
Revenues for the second quarter of 1997 were $18.7 million compared to $13.6
million for 1996, and reflected improved CTI sales volume. Operating profits
for 1997 of $1.6 million were up 33.3 percent from the 1996 second quarter
profit of $1.2 million.
13
<PAGE>
GLOBAL INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
April 30, 1997
Forged Products
- - ---------------
Revenues of $27.5 million were up 11.3 percent from $24.7 million for the same
period a year ago and operating profit of $6.2 million was essentially unchanged
from operating profits of $6.3 million for the same period a year ago. The
decrease in operating profit was due to software and robotic problems with
production equipment that was installed to meet increased customer demand.
The 1997 second quarter revenues of $14.8 million were up 15.6 percent over 1996
revenues of $12.8 million. Operating profits for the second quarter were $3.3
million in 1997 and $3.2 million in the prior year.
LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL CONDITION
- - ----------------------------------------------------
Cash and cash equivalents were $7.6 million at April 30, 1997, $3.9 million, or
33.9 percent, lower than at October 31, 1996. The net cash used by operating
activities was $5.3 million for the first six months of fiscal 1997, which
consisted of a decrease in accounts payable and accrued liabilities during the
period of $13.6 million, a $9.8 million increase in inventories and a $9.5
million decrease in income taxes payable, offset by the first quarter special
charge of $20.5 million and $10.9 million of depreciation and amortization.
Investing activities consisted of $16.6 million in proceeds from business
disposals offset by $27.5 million for capital expenditures at the operating
units. Financing activities for the period generated $12.1 million consisting
of $16.8 million of proceeds from borrowings less repayments, and $4.7 million
for the repurchase of the Company's common shares, net of proceeds from stock
options exercised under employee benefit programs.
The Company's current ratio at April 30, 1997 of 1.8 to 1 was unchanged from
October 31, 1996. The Company had outstanding debt of $192.9 million at April
30, 1997 compared to $175.4 million at October 31, 1996.
14
<PAGE>
GLOBAL INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
April 30, 1997
FORWARD-LOOKING STATEMENTS
- - --------------------------
From time to time, the Company may publish forward-looking statements relating
to such matters as anticipated financial performance, business prospects,
technological developments, new products, research and development activities
and similar matters. The Private Securities Litigation Reform Act of 1995
provides a safe harbor for forward-looking statements. In order to comply with
the terms of the safe harbor, the Company notes that a variety of factors could
cause the Company's actual results and experience to differ materially from the
anticipated results or other expectations expressed in the Company's forward-
looking statements. The risks and uncertainties that may affect the operations,
performance, development and results of the Company's business include the
following: general economic conditions in the industrial marketplace; U.S. iron
and steel production; North American and European automotive and aircraft
assembly production levels; currency fluctuations and world economic conditions;
availability of installed and ordered manufacturing equipment; and significant
variances in sales or costs at the Company's major business units.
15
<PAGE>
PART II
OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) The annual meeting of shareholders of Global was held on March 19,
1997.
(b) At the meeting, J.L. Jackson and Rawles Fulgham were elected Directors
to serve for a term expiring at the annual meeting of shareholders to
be held in 2000.
Nominees: For Withheld Non-Votes
J.L. Jackson 19,964,523 486,022 0
Rawles Fulgham 19,961,252 489,293 0
Item 6: EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
27 Financial Data Schedule
(b) No reports on Form 8-K were filed during the second quarter ended
April 30, 1997.
SIGNATURE
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.
GLOBAL INDUSTRIAL TECHNOLOGIES, Inc.
By: /s/ Gary G. Garrison
------------------------------------------------------
Gary G. Garrison
Vice President Finance, Chief Financial Officer
(Authorized Officer and Principal Financial Officer)
Dated: June 13, 1997
16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1996
<PERIOD-END> APR-30-1997
<CASH> 8
<SECURITIES> 0
<RECEIVABLES> 133
<ALLOWANCES> 2
<INVENTORY> 139
<CURRENT-ASSETS> 384
<PP&E> 495
<DEPRECIATION> 281
<TOTAL-ASSETS> 761
<CURRENT-LIABILITIES> 209
<BONDS> 0
0
0
<COMMON> 7
<OTHER-SE> 292
<TOTAL-LIABILITY-AND-EQUITY> 761
<SALES> 285
<TOTAL-REVENUES> 286
<CGS> 202
<TOTAL-COSTS> 288
<OTHER-EXPENSES> 1
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5
<INCOME-PRETAX> (2)
<INCOME-TAX> 1
<INCOME-CONTINUING> (1)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1)
<EPS-PRIMARY> .05
<EPS-DILUTED> .05
</TABLE>
