ALAMO GROUP INC
8-K, 1998-11-04
FARM MACHINERY & EQUIPMENT
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                               ___________________



                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  November 2, 1998

                                Alamo Group Inc.
                             ---------------------
             (Exact name of Registrant as specified in its charter)

 Delaware                        0-21220                        74-1621248
- -----------------------------------------------------------------------------
(State or other                 (Commission                  (I.R.S. Employer
jurisdiction of                 File Number)               Identification No.)
incorporation)


                       1502 E. Walnut, Seguin, Texas 78155
                       ------------------------------------
               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:   (830) 379-1480
                                                      --------------

- -----------------------------------------------------------------------------
                 (Former address, if changed since last report.)


<PAGE>


ITEM 5.  OTHER EVENTS
- ---------------------

     Filed  herewith  is  the  Preliminary   Unaudited  Earnings  Summary,  as
contained  in a press  release  dated  November 2, 1998,  for Alamo Group Inc.
("Alamo"  or the  "Company"))  for the  three  and  nine-month  periods  ended
September  30,  1998.  The results of  operations  set forth  therein for such
periods are unaudited.


<PAGE>


ITEM 7(C).  EXHIBITS
- --------------------

Exhibit
Number                    Description
- --------                  ------------

99.1                      Preliminary  Unaudited  Earnings Summary for the 
                          three and nine month periods ended September 30,1998.


<PAGE>


                                   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, thereto duly authorized.

                                        ALAMO GROUP INC.
                                          (Registrant)



                                        By:  /s/ Jim A. Smith
                                             ------------------
                                             Name:  Jim A. Smith
                                             Title: Executive Vice President
                                                    and Chief Financial Officer



Dated:  November 3, 1998


<PAGE>




                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549






                               ALAMO GROUP INC.









                                   EXHIBITS
                             TO CURRENT REPORT ON
                        FORM 8-K DATED November 2, 1998






                                             Commission File Number 0-21220


<PAGE>


                                 Exhibit Index
                                 --------------

Exhibit
Number                 Description
- ---------              -----------

99.1                   (i) Preliminary  Unaudited  Earnings  Summary for
                           the three and nine month periods ended  September
                           30, 1998.


<PAGE>


                       For:         Alamo Group Inc.

                       Contact:     Donald J. Douglass
                                    Chairman and Chief Executive Officer
                                    210-738-1339 or 203-966-0621
                                    Jim A. Smith
                                    Executive Vice President, 
                                    Chief Financial Officer
                                    830-372-9618

                                    Morgan-Walke Associates:
                                    June Filingeri/Jennifer Angell
                                    Media Contact: Merridith Ingram/Eileen King
                                          212-850-5600



             ALAMO GROUP INC. ANNOUNCES 1998 THIRD QUARTER RESULTS

     SEGUIN,  Texas,  November  2, 1998 -- Alamo Group Inc.  (NYSE:ALG)  today
reported results for the third quarter ended September 30, 1998.

     Net sales for the third  quarter were $51.0  million  compared with $52.2
million for the same quarter last year.  Net income for the third  quarter was
$2.1 million, or $0.21 per diluted share, compared with $4.9 million, or $0.51
per diluted share, in the prior-year period.

     For the first nine months of 1998, net sales were $160.1 million compared
with $162.3  million for the  nine-month  period last year. Net income for the
nine-month  period  of 1998 was $8.5  million,  or $0.87  per  diluted  share,
compared with $13.4 million,  or $1.38 per diluted share,  for the same period
last year.

     The  Company  noted that  operational  losses and the cost of  litigation
settlement associated with its Rhino International  operations reduced diluted
earnings per share by $0.18 in the third  quarter and $0.30 for the first nine
months of 1998.  Rhino  International,  an  importer  and  marketer of Chinese
manufactured  tractors,  was  acquired  in  1995  and  is not  related  to the
Company's  core business.  With the  litigation now completed,  the Company is
analyzing  various strategic options for this operation that could result in a
special  charge  in  the  fourth  quarter.  The  operation's  net  assets  are
approximately $6 million.

     European sales, while lower than last year, showed firming in the quarter
with profits  about even with the year-ago  period.  Industrial  sales for the
quarter increased by 7% from last year.  Agricultural  sales were down 8% from
last year as a result of a decline in the parts  business  that was due to the
effect of the severe drought in the Company's principal market areas.  Overall
profitability   declines  for  the  third   quarter  and   year-to-date   were
substantially  attributable to drought conditions, the beginning of a cyclical
decline in the agricultural  industry,  and the losses at Rhino International,
which contributed to decreased margins and increased operating expenses.

     Donald J.  Douglass,  Chairman and Chief  Executive  Officer,  commented:
"While  our  third  quarter   results  were  down,  our  earnings  would  have
substantially  matched  last  year if it were  not for  the  losses  at  Rhino
International and the negative impact of the drought on our parts business. As
a result of the cyclical decline of the agricultural market which began in the
third  quarter,  we are  assessing  work  force  levels,  reducing  costs  and
reviewing marketing strategies to maintain our strong leadership position."

     Mr.  Douglas  continued:   "In  regard  to  the  transaction  with  Woods
Equipment,  a proxy statement for a Special Meeting to be held on November 18,
1998 for  consideration  of the merger  has been  mailed to  shareholders.  We
continue to believe in the merits of the  transaction,  and are  working  hard
towards the goal of closing."

     Alamo Group is a leader in the design,  manufacture  and  distribution of
heavy duty,  tractor-mounted  mowing and vegetation  maintenance  equipment in
America and Europe.  The Company has 1,088  employees  in the U.S.  and 352 in
Europe, and operates twelve manufacturing facilities. The corporate offices of
Alamo  Group Inc.  are located in Seguin,  Texas,  near San  Antonio,  and the
headquarters  for its  European  operations  is  located  in  Salford  Priors,
England, near Birmingham.

     THIS RELEASE CONTAINS  FORWARD LOOKING  STATEMENTS THAT ARE MADE PURSUANT
TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES  LITIGATION REFORM ACT
OF 1995.  FORWARD  LOOKING  STATEMENTS  INVOLVE  KNOWN AND  UNKNOWN  RISKS AND
UNCERTAINTIES  WHICH MAY CAUSE THE COMPANY'S  ACTUAL RESULTS IN FUTURE PERIODS
TO DIFFER MATERIALLY FROM FORECASTED RESULTS.  AMONG THOSE FACTORS WHICH COULD
CAUSE ACTUAL RESULTS TO DIFFER  MATERIALLY  ARE THE FOLLOWING:  MARKET DEMAND,
MARKET SOFTNESS, COMPETITION,  WEATHER, SEASONALITY,  CURRENCY-RELATED ISSUES,
AND OTHER RISK FACTORS  LISTED FROM TIME TO TIME IN THE COMPANY'S SEC REPORTS.
THE  COMPANY  DOES NOT  UNDERTAKE  ANY  OBLIGATION  TO UPDATE THE  INFORMATION
CONTAINED HEREIN, WHICH SPEAKS ONLY AS OF THIS DATE.


<PAGE>





                 ALAMO GROUP INC. AND SUBSIDIARIES (NYSE:ALG)
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                   (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                  (UNAUDITED)

<TABLE>
<CAPTION>


                                                     THIRD QUARTER ENDED                             NINE MONTHS ENDED
                                               09/30/98               09/30/97                09/30/98               09/30/97
                                             ---------------       ------------            -------------         -------------
<S>                                               <C>                 <C>                     <C>                     <C>    

American
   Agricultural                                   $23,486              $25,494                $ 78,930                $ 79,722
   Industrial                                      16,502               15,406                  48,698                  44,790
European                                           11,036               11,320                  32,515                  37,784
                                                  --------            --------                 -------                ---------
   Total sales                                     51,024               52,220                 160,143                 162,296

Cost of sales                                      37,393               36,596                 118,964                 117,367
                                                  --------            --------                 -------                ---------
Gross Margin                                       13,631               15,624                  41,179                  44,929

Operating expenses                                 10,266                7,900                  26,087                  22,966
                                                  --------            --------                 -------                ---------
Income from operations                              3,365                7,724                  15,092                  21,963

Interest expense                                     (636)                (571)                 (2,090)                 (1,756)
Interest income                                       180                  152                     496                     374
Other income (Expense)                                 80                  331                    (139)                    276
                                                  --------            --------                 --------               ----------

Income before income taxes                          2,989                7,636                  13,359                  20,857
Provision for income taxes                            928                2,726                   4,900                   7,479
                                                  --------            --------                 --------               ----------
Net income                                        $ 2,061              $ 4,910                  $8,459                 $13,378
                                                  ========            ========                 =========              ==========

Net income per common share:
   Basic                                           $ 0.21               $ 0.52                  $ 0.87                  $ 1.39
                                                  ========            ========                 =========              ==========
   Diluted                                         $ 0.21               $ 0.51                  $ 0.87                  $ 1.38
                                                  ========            ========                 =========              ==========

Average common shares:
   Basic                                            9,736                9,590                   9,707                   9,591
                                                  ========            ========                 =========              ==========
   Diluted                                          9,738                9,687                   9,747                   9,663
                                                  ========            ========                 =========              ==========

</TABLE>






                          SUMMARY BALANCE SHEET DATA


                       09/30/98               12/31/97              09/30/97
                       ---------             ---------              --------

Receivables            $  52,143             $  42,165              $  46,724

Inventories            $  72,046             $  65,752              $  61,802

Current Liabilities    $  23,946             $  19,876              $  22,259

Long Term Debt         $  30,654             $  28,617              $  26,993

Equity                 $ 112,844             $ 106,265              $ 105,327




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