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 quarterly period ended October 2, 1999
---------------April 1, 2000
-------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission file number 0-362
FRANKLIN ELECTRIC CO., INC.
---------------------------
(Exact name of registrant as specified in its charter)
INDIANA 35-0827455
------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 EAST SPRING STREET
BLUFFTON, INDIANA 46714
----------------- -----
(Address of principal executive offices) (Zip Code)
(219) 824-2900
--------------
(Registrant's telephone number, including area code)
NOT APPLICABLE
--------------
(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, and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
OUTSTANDING AT
CLASS OF COMMON STOCK NOVEMBER 8, 1999MAY 11, 2000
--------------------- ----------------------------
$.10 PAR VALUE 5,437,220par value 5,407,020 shares
Page 1 of 13
2
FRANKLIN ELECTRIC CO., INC.
Index
Page
PART I. FINANCIAL INFORMATION Number
- - --------------------------------- ------
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
as of October 2, 1999April 1, 2000 (Unaudited)
and January 2, 19991, 2000 (Unaudited)............... 3
Condensed Consolidated Statements of
Income for the Third Quarter and NineThree Months Ended
October 2,April 1, 2000 (Unaudited) and
April 3, 1999 (Unaudited) and
October 3, 1998 (Unaudited)....................................... 4
Condensed Consolidated Statements of
Cash Flows for the NineThree Months Ended
October 2,April 1, 2000 (Unaudited)and
April 3, 1999 (Unaudited) and
October 3, 1998 (Unaudited)....................................... 5
Notes to Condensed Consolidated
Financial Statements (Unaudited).............. 6-8
Item 2. Management's Discussion and Analysis
of Financial Condition and
Results of Operations......................... 9-119-10
Item 3. Quantitative and Qualitative Disclosures
About Market Risk............................. 10
PART II. OTHER INFORMATION
- - -----------------------------
Item 5. Other Information.............................4. Submission of Matters to a Vote of
Security Holders............................ 11
Item 6. Exhibits and Reports on Form 8-K.............. 1111-12
Signatures................................................ 1213
- - -------------------
3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
-
- -----------------------------
FRANKLIN ELECTRIC CO., INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands) October 2,April 1, January 2,
1999 19991,
2000 2000
- ---- ----
ASSETS
Current assets:
Cash and equivalents.................... $ 7,60410,540 $ 17,03427,844
Marketable securities................... 27,692 27,921- 8,968
Receivables, less allowances of
$1,169$1,342 and $1,107,$1,333, respectively....... 18,463 16,03721,895 17,995
Inventories (Note 2).................... 42,331 35,33050,535 39,717
Other current assets (including
deferred income taxes of $8,826$7,956
and $8,774, respectively)............. 10,631 9,961
-------- --------$7,934, respectively.............. 9,762 9,719
------- -------
Total current assets.................. 106,721 106,28392,732 104,243
Property, plant and equipment,
net (Note 3)............................ 53,749 51,46157,409 57,047
Deferred and other assets (including
deferred income taxes of $1,293$1,519
and $1,362,$1,530, respectively)............... 8,864 9,846
-------- --------14,466 14,811
------- -------
Total assets.............................. $169,334 $167,590$164,607 $176,101
======== ========
LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
Current maturities of long-term
debt and short-term borrowings........ $ 3,4851,017 $ 3,7161,018
Accounts payable........................ 14,843 13,5569,639 20,669
Accrued expenses........................ 24,707 24,53921,392 23,558
Income taxes............................ 2,951 2,594
-------- --------3,838 2,112
------- -------
Total current liabilities............. 45,986 44,40535,886 47,357
Long-term debt............................ 18,072 18,08917,054 17,057
Employee benefit plan obligations......... 12,155 10,16712,145 11,892
Other long-term liabilities............... 3,339 3,3323,543 3,502
Shareowners' equity:
Common stock (Note 5)................... 544 557540 541
Additional capital...................... 15,635 14,10518,672 17,695
Retained earnings....................... 79,343 81,87283,695 84,242
Loan to ESOP Trust...................... (1,594) (1,827) (2,059)
Accumulated other comprehensive
loss (Note 7)......................... (3,913) (2,878)
-------- --------(5,334) (4,358)
------- -------
Total shareowners' equity............. 89,782 91,597
-------- --------95,979 96,293
------- -------
Total liabilities and shareowners' equity. $169,334 $167,590$164,607 $176,101
======== ========
See Notes to Condensed Consolidated Financial Statements.
4
FRANKLIN ELECTRIC CO., INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share amounts)
Third Qtr. Ended NineThree Months Ended
---------------- -----------------
Oct 2, Oct------------------
April 1, April 3
Oct 2, Oct 3,2000 1999
1998 1999 1998
---- ----- ---- ----
Net sales.............................. $81,795 $75,230 $214,404 $199,151sales................................. $66,051 $58,014
Costs and expenses:
Cost of sales........................ 58,734 53,627 154,381 141,945sales........................... 48,864 42,576
Selling and administrative expenses.. 10,562 10,658 30,907 31,582expenses..... 10,309 9,759
Interest expense..................... 327 366 979 1,001expense........................ 285 326
Other income, net.................... (555) (778) (1,234) (2,542)
------- ------- -------- --------
69,068 63,873 185,033 171,986expense/(income), net............. 316 (166)
------ ------
59,774 52,495
Income before income taxes............. 12,727 11,357 29,371 27,165taxes................ 6,277 5,519
Income taxes........................... 4,609 4,350 10,768 10,503
------- ------- -------- --------taxes.............................. 2,374 2,042
------ ------
Net income.............................income................................ $ 8,1183,903 $ 7,007 $ 18,603 $ 16,6623,477
======= ======= ======== ========
Per share data (Note 6):
Net income per common share..........share............. $ 1.49.72 $ 1.22 $ 3.37 $ 2.87.63
======= ======= ======== ========
Net income per common share,
assuming dilution..................dilution..................... $ 1.40.69 $ 1.14 $ 3.17 $ 2.67.59
======= ======= ======== ========
Dividends per common share...........share.............. $ .20 $ .17
$ .57 $ .49
======= ======= ======== ========
See Notes to Condensed Consolidated Financial Statements.
5
FRANKLIN ELECTRIC CO., INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands) NineThree Months Ended
-----------------
Oct 2, Oct------------------
April 1, April 3,
2000 1999
1998- ---- ----
Cash flows from operating activities:
Net income................................ $18,603 $16,662$ 3,903 $ 3,477
Adjustments to reconcile net income to net
cash flows from operating activities:
Depreciation and amortization........... 6,017 4,818
(Gain)/loss2,514 1,731
Loss on disposals of plant and
equipment......................... 46 (31)equipment............................. 42 -
Changes in assets and liabilities:
Receivables........................... (2,719) 2,135(4,249) (3,618)
Inventories........................... (8,432) (7,263)(11,579) (10,872)
Other assets.......................... (628) (1,144)(61) (117)
Accounts payable and other accrued
expenses............................ 2,423 2,928(11,033) (2,371)
Employee benefit plan obligations..... 2,094 1,780307 (36)
Other long-term liabilities........... 27 18
------- -------52 915
------ ------
Net cash flows from
operating activities.............. 17,431 19,903
------- -------(20,104) (10,891)
------ ------
Cash flows from investing activities:
Additions to plant and equipment.......... (7,992) (7,054)(2,932) (2,529)
Proceeds from sale of plant and
equipment............................... 54 51
Purchase of marketable securities......... (27,692) (24,761)22 -
Additions to deferred assets.............. (353) -
Proceeds from maturities of marketable
securities ............................. 8,968 27,921
42,195
------- ------------- ------
Net cash flows from
investing activities.................. (7,709) 10,431
------- -------5,705 25,392
------ ------
Cash flows from financing activities:
Repayment of long-term debt............... (9) (68)
Borrowing on line of credit............... 362 2,657- 366
Repayment of line of credit............... (362) (161)- (174)
Proceeds from issuance of common stock.... 1,763 2,130981 401
Purchase of common stock.................. (17,908) (25,324)
Proceeds/(reduction) from(3,367) (1,043)
Reduction of stock subscriptions...........................subscriptions.......... - (324) 352
Reduction of loan from ESOP Trust......... 233 232 233
Dividends paid............................ (3,151) (2,861)
------- -------(1,088) (948)
------ ------
Net cash flows from
financing activities.................. (19,397) (23,042)
------- -------(3,241) (1,490)
------ ------
Effect of exchange rate changes on cash..... 246 (100)
------- -------336 173
------ ------
Net change in cash and equivalents.......... (9,429) 7,192(17,304) 13,184
Cash and equivalents at
beginning of period.period....................... 27,844 17,034
23,191
------- ------------- ------
Cash and equivalents at end of period....... $ 7,605 $30,383$10,540 $30,218
======= =======
See Notes to Condensed Consolidated Financial Statements.
6
FRANKLIN ELECTRIC CO., INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1: Condensed Consolidated Financial Statements
-
- ----------------------------------------------------
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. Operating results for the ninethree
months ended October 2, 1999April 1, 2000 are not necessarily indicative of the results that
may be expected for the year ending January 1,December 30, 2000. For further
information, refer to the consolidated financial statements and footnotes
thereto included in Franklin Electric Co., Inc.'s annual report on Form 10-K
for the year ended January 2, 1999.1, 2000.
Note 2: Inventories
-
- --------------------
Inventories consist of the following:
(In thousands) Oct 2,April 1, January 2,
1999 19991,
2000 2000
---- ----
Raw Materials........................ $13,111 $12,080$ 15,829 $ 15,749
Work in Process...................... 5,997 5,2816,242 6,101
Finished Goods....................... 33,265 27,43938,952 28,239
LIFO Reserve......................... (10,042) (9,470)(10,488) (10,372)
------- -------
Total Inventory...................... $42,331 $35,330
======= =======$ 50,535 $ 39,717
======== ========
Note 3: Property, Plant and Equipment
-
- --------------------------------------
Property, plant and equipment, at cost, consists of the following:
(In thousands) Oct 2,April 1, January 2,
1999 19991,
2000 2000
- ---- ----
Land and Building....................Buildings................... $ 21,93822,627 $ 21,88922,145
Machinery and Equipment.............. 110,567 104,317
-------- --------
132,505 126,206114,246 113,452
------- -------
136,873 135,597
Allowance for Depreciation........... 78,756 74,745
-------- --------79,464 78,550
------- -------
$ 53,74957,409 $ 51,46157,047
======== ======== 7
Note 4: Tax Rates
-
- ------------------
The effective tax rate on income before income taxes in 19992000 and 19981999 varies
from the United States statutory rate of 35 percent principally due to the
effect of state and foreign income taxes.
7
Note 5: Shareowners' Equity
- - ----------------------------
The Company had 5,440,5205,403,720 shares of common stock (25,000,000 shares
authorized, $.10 par value) outstanding as of October 2, 1999.April 1, 2000.
During the thirdfirst quarter of 1999,2000, pursuant to the stock repurchase program
authorized by the Company's Board of Directors, the Company repurchased a
total of 203,30041,300 shares for $14.6$2.7 million. All repurchased shares were retired.
During the first quarter of 2000, under terms of a Company stock option plan,
a participant remitted 10,000 shares of company common stock as consideration
for stock issued upon the exercise of stock options. The total exercise price
of the respective stock options was $0.7 million, and the shares remitted to
the Company were subsequently retired.
Note 6: Earnings Per Share
-
- ---------------------------
Following is the computation of basic and diluted earnings per share:
(In thousands, except Third Qtr.Three Months Ended
Nine Months Ended------------------
except per share amounts) ---------------- -----------------
Oct 2, OctApril 1, April 3,
Oct 2, Oct 3,2000 1999
1998 1999 1998
---- ----- ---- ----
Numerator:
Net Income..................... $8,118 $7,007 $18,603 $16,662Income.......................... $3,903 $3,477
====== ======
======= =======
Denominator:
Basic
-----
Weighted average common shares....................... 5,466 5,724 5,532 5,798shares..... 5,424 5,553
Diluted
-------
Effect of dilutive securities:
Employee and director incentive
stock options and awards................. 330 405 333 453
------ ------ ------- -------awards........ 234 362
----- -----
Adjusted weighted average common
shares................ 5,796 6,129 5,865 6,251shares.......................... 5,658 5,915
====== ====== ======= =======
Basic earnings per share.........share.............. $ 1.49.72 $ 1.22 $ 3.37 $ 2.87.63
====== ====== ======= =======
Diluted earnings per share.......share............ $ 1.40.69 $ 1.14 $ 3.17 $ 2.67.59
====== ====== ======= =======
8
Note 7: Other Comprehensive Income
-
- -----------------------------------
Comprehensive income is as follows:
(In thousands) Third Qtr. Ended NineThree Months Ended
---------------- -----------------
Oct 2, Oct------------------
April 1, April 3,
Oct 2, Oct 3,2000 1999
1998 1999 1998
---- ----- ---- ----
Net income......................... $8,118 $7,007 $18,603 $16,662income.................................. $ 3,903 $ 3,477
Other comprehensive loss:
Foreign currency translation adjustments..................... 676 (353) (1,035) (611)adjustments.. (976) (1,255)
------ ------ ------- -------
Comprehensive income, net of tax... $8,794 $6,654 $17,568 $16,051
====== ======tax............ $ 2,927 $ 2,222
======= =======
Accumulated other comprehensive loss consists of the following:
(In thousands) Oct 2,April 1, January 2,
1999 19991,
2000 2000
- ---- ----
Cumulative translation adjustment........... $(3,249) $(2,214)$(5,039) $(4,063)
Minimum pension liability adjustment,
net of tax................................ (664) (664)
------- -------
$(3,913) $(2,878)(295) (295)
------ ------
$(5,334) $(4,358)
======= =======
Note 8: Accounting Pronouncements
- ----------------------------------
Accounting for Derivative Instruments and Hedging Activities: SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" was issued in
June 1998 and, as amended by SFAS No. 137, is effective in the first quarter
of the Company's fiscal year ending December 29, 2001. SFAS No. 133
establishes a new model for accounting for derivatives in the balance sheet as
either assets or liabilities and measures them at fair value. Certain
disclosures concerning the designation and assessment of hedging relationships
are also required. The adoption of SFAS No. 133 is not expected to have a
material impact on the Company's financial position or its results of
operations.
9
Item 2. Management's Discussion And Analysis Of Financial Condition And
- - ------------------------------------------------------------------------
Results Of Operations
- - ---------------------
Operations
-
- ----------
Net sales for the thirdfirst quarter of 19992000 were $81.8$66.1 million, an 8.8a 14.0 percent
increase from 1998 third1999 first quarter net sales of $75.2 million. Year to date
1999 net sales were $214.4 million, up 7.6 percent from year to date 1998 net
sales of $199.2$58.0 million. The improvements areincreased
sales resulted primarily a result offrom higher volume in theof submersible water systems
motors and changes in the mix of
products sold.
Cost of sales as a percent of net sales for the third quarter of 1999 was 71.8
percent, an increase from 71.3 percent for the same period in 1998. Cost of
sales as a percent of net sales for the year to date 1999 was 72.0 percent, an
increase from 71.3 percent for the same period in 1998. Both the quarter and
year to date cost of sales as a percent of net sales increased primarily as a
result of higher employee compensation, depreciation, and other project costs
needed to support the increased sales volume.of fractional horsepower motors. A portion of the
growth is from supply agreements entered into in December 1998. The increases
were partially offset by lower sales of submersible petroleum motor systems.
Net income for the thirdfirst quarter of 19992000 was $8.1$3.9 million, or $1.40$.69 per diluted
share, a 15.7 percent increase compared to net income of $7.0$3.5 million, or $1.14$.59 per diluted share, for
the same period in 1998. Year to date 1999a year ago.
Cost of sales as a percentage of net incomesales for the first quarter of 2000 was
$18.6 million, or $3.17 per diluted share, an 11.474.0 percent
increase compared to year to date 1998 net income73.4 percent for the same period in 1999. The
increase is primarily a result of $16.7 million, or $2.67
per diluted share.higher material costs in key commodities.
Selling and administrative expenses as a percent of net sales for the thirdfirst
quarter of 19992000 was 12.915.6 percent compared to 14.216.8 percent for the same period
in 1998.1999. The third quarter decrease was a direct result of controlling
selling and administrative expenses while increasing net sales. Selling and
administrative expenses as a percent of net sales for the year to date 1999
was 14.4 percent compared to 15.9 percent for the year to date 1998. The year
to date improvements wereis primarily due to lower costs associated with
employee stock awards, employee insurancemodest increases in fixed expenses
while sales increased at a higher rate.
Interest expense was $0.3 million for both the first quarter of 2000 and systems expenses. This
decrease was partially offset by higher marketing and selling expenses in
support of increased sales volume.1999.
Included in other income, net, for the thirdfirst quarter of 19992000 was $.5$0.4 million
of interest income and $.1 of foreign currency gains compared to $.9 million of
interest income and $.1 of foreign currency losses for the third quarter of
1998. Included in other income, net for the year to date 1999 was $1.3
million of interest income and $.5$0.6 million of foreign currency losses compared
to $2.7 million of interest income and $.1 million oflosses. The increase
in the foreign currency transaction loss in 2000 was primarily due to the
strengthening dollar relative to the German mark. Interest income was $0.5
million and foreign currency losses were $0.3 million for the same period in
1998.1999. Interest income was attributable to amounts invested principally in
short-term US treasury and agency securities.
Capital Resources and Liquidity
- - -------------------------------
Cash, cash equivalents and marketable securities decreased $9.7$26.3 million
during the first nine monthsquarter of 1999.2000. The principal use of cash for operating
activities was for the repurchase of the Company's common stock.typical seasonal increase in inventories and changes in
accounts payable. Working capital decreased $1.1
milliondid not change during the first nine monthsquarter of
1999 and the2000. The current ratio was 2.32.6 and 2.42.2 at October 2, 1999,April 1, 2000, and January 2, 1999,1,
2000, respectively. 10
Year 2000 Readiness
- - -------------------
Many computer systems in use today were designed and developed using two
digits, rather than four, to specify the year. As a result, such systems may
not correctly recognize the year 2000 which could cause computer applications
to fail or to create erroneous results. The Company recognizes this as a
potential risk and has implemented a plan to address the Year 2000 issue.
THE COMPANY'S STATE OF READINESS -- In 1995, the Company began a project of
implementing a new, company-wide information system. This project was
initiated to replace existing computer software and hardware and to improve
strategic command and control to reduce the response time needed to meet
changing market conditions. The conversion to this new information system was
completed in 1998, which was on schedule with the original plan. The Company
has obtained verification from the developer that the new information system
is Year 2000 compliant.
The Company also instituted an internally managed Year 2000 Plan to identify,
test and correct potential Year 2000 problems, including non-information
technology systems and impacts from external parties including suppliers,
customers, and service providers. The Company's efforts included obtaining
vendor certifications, direct inquiry with outside parties, and the
performance of internal testing on software products and controls.
THE COSTS TO ADDRESS THE COMPANY'S YEAR 2000 ISSUES -- The costs incurred by
the Company related to the Year 2000 issue were the time spent by employees to
address this issue and the costs of replacing certain non-Year 2000 compliant
equipment. The total costs to address the Company's Year 2000 issues were not
material to the Company's financial position or results of operations.
THE RISKS OF THE COMPANY'S YEAR 2000 ISSUES -- The primary risk to the Company
with respect to the Year 2000 issue is the inability of external parties to
provide goods and services in a timely, accurate manner, resulting in
production delays and added costs while pursuing alternative sources. While
there can be no guarantee that the systems of other parties on which the
Company's operations rely will be Year 2000 compliant, the Company believes
that the performance of the Year 2000 plan and the development of contingency
plans will ensure that this risk will not have a material adverse impact to
the Company.
THE COMPANY'S CONTINGENCY PLANS -- The Company has completed contingency
plans that address recovery of its critical information systems. Ongoing
updates to these plans will continue throughout 1999, and will consider the
Company's ability to perform certain processes manually, repair or obtain
replacement systems, change suppliers and/or service providers, and work
around affected operations.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
- - -----------------------------------------------------------------------------
1995
-
- ----
Any forward looking statements contained herein involve risks and
uncertainties, including but not limited to, general economic and currency
conditions, various conditions specific to the Company's business and
industry, market demand, competitive factors, supply constraints, technology
factors, government and regulatory actions, the Company's accounting policies,
10
future trends, and other risks which are detailed in the Company's Securities
and Exchange Commission filings. These risks and uncertainties may cause
11
actual results to differ materially from those indicated by the forward
looking statements.
Item 5. Other Information3. Quantitative and Qualitative Disclosures about Market Risk
- - --------------------------
In October 1998,-------------------------------------------------------------------
The Company is subject to market risk associated with changes in foreign
currency exchange rates and interest rates. Foreign currency exchange rate
risk is mitigated through several means: maintenance of local production
facilities in the Boardmarkets served, invoicing of Directors of Franklin Electric Co., Inc. (the
"Company") authorizedcustomers in the repurchase of up to 500,000 sharessame currency
as the source of the Company's
Common Stock in open market or privately negotiated transactions at such timesproducts, prompt settlement of intercompany balances
utilizing a global netting system and such prices as determinedlimited use of foreign currency
denominated debt. The Company does not use derivative contracts. Interest
rate exposure is principally limited to any marketable U.S. treasury and
agency securities owned by the Company.
DuringCompany ($0.0 at April 1, 2000), and is
mitigated by the third quartershort-term, generally less than 6 months, nature of 1999,these
investments.
11
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
The 2000 Annual Meeting of Shareholders of the Company repurchased,was held on April 14,
2000 for the following purposes: 1) To elect three directors for terms
expiring at the 2003 Annual Meeting of Shareholders; 2) To approve the Amended
and Restated 1996 Nonemployee Director Stock Option Plan; 3) To approve the
Key Employee Performance Incentive Stock Plan; and 4) To ratify the
appointment of Deloitte & Touche LLP as independent auditors for the 2000
fiscal year.
The results were:
1) Nominees for Director For Withhold Authority
--------------------- --- ------------------
Jerome D. Brady 4,932,689 8,851
Robert H. Little 4,932,897 8,643
Patricia Schaefer 4,932,738 8,802
For Against Abstain
--- ------- -------
2) Amended and Restated
1996 Nonemployee Director
Stock Option Plan 3,453,075 820,095 36,585
3) Key Employee Performance
Incentive Stock Plan 3,376,086 897,602 36,015
4) Ratification of
Deloitte & Touche LLP 4,918,919 3,150 10,410
Total shares represented at the Annual Meeting in the open market
and through private transactions,person or by proxy were
4,941,540 of a total of 203,3005,430,420 shares outstanding. This represented 91
percent of its CommonCompany common stock and constituted a quorum. Total broker non-
votes related to the approval of the Amended and Restated 1996 Director Stock
for $14.6 million. All repurchasedOption Plan, Key Employee Performance Incentive Stock Plan and the
ratification of Deloitte & Touche LLP were 631,785, 631,837 and 9,061 shares,
were retired.
The Company has remaining authority to purchase an additional 222,800 shares
under its stock repurchase program.respectively.
Item 6. Exhibits and Reports on Form 8-K
- - -----------------------------------------
(a) Exhibits (Filed with this quarterly report)
None.10(i) Franklin Electric Co., Inc. Amended and Restated 1996
Nonemployee Director Stock Option Plan.
10(ii) Franklin Electric Co., Inc. Key Employee Performance
Incentive Stock Plan.
10(iii) Franklin Electric Co., Inc. Nonemployee Directors'
Deferred Compensation Plan.
12
(b) Reports on Form 8-K
A Form 8-K was filed by the Company dated September 9, 1999, to
report the Company's repurchase of 70,000 shares of its common
stock.
(c) Reports on Form 8-K
A Form 8-K was filed by the Company dated October 15, 1999, to
report the Board of Directors' adoption of a New Rights Agreement.None.
1213
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this quarterly report to be signed on its behalf by
the undersigned thereunto duly authorized.
FRANKLIN ELECTRIC CO., INC.
---------------------------
Registrant
Date November 9, 1999May 11, 2000 By /s/ William H. Lawson
------------------------- ---------------------- --------------------------
William H. Lawson, Chairman
and Chief Executive Officer
(Principal Executive Officer)
Date November 9, 1999May 11, 2000 By /s/ Gregg C. Sengstack
------------------------- --------------------------------------------- --------------------------
Gregg C. Sengstack, Vice
President and Chief Financial
Officer (Principal Financial
and Accounting Officer)
5