UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 3, 1998
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 0-2648
HON INDUSTRIES Inc.
(Exact name of Registrant as specified in its charter)
Iowa 42-0617510
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
P.O. Box 1109, 414 East Third Street, Muscatine, Iowa 52761-7109
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 319/264-7400
Indicate by check mark whether the registrant (1) has filed all
required reports to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
Indicate the number of share outstanding of each of the issuer's
classes of commons tock, as of the latest practical date.
Class Outstanding at October 3, 1998
Common Shares, $1 Par Value 61,739,052 shares
Exhibit Index is on page 19.
HON INDUSTRIES Inc. and SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION
Page
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets -
October 3, 1998, and January 3, 1998 3-4
Condensed Consolidated Statements of Income -
Three Months Ended October 3, 1998, and October 4, 1997 5
Condensed Consolidated Statements of Income -
Nine Months Ended October 3, 1998, and October 4, 1997 6
Condensed Consolidated Statements of Cash Flows -
Nine Months Ended October 3, 1998, and October 4, 1997 7
Notes to Condensed Consolidated Financial Statements 8-11
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 12-16
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 17
SIGNATURES 18
EXHIBIT INDEX 19
(3i) Articles of Incorporation of the Registrant,
as amended and restated, on August 10, 1998
(3ii) By-Laws of the Registrant, as amended and
restated, on July 29, 1998
(27) Financial Data Schedule
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
HON INDUSTRIES Inc. and SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
October 3,
1998 January 3,
(Unaudited) 1998
ASSETS (In thousands)
CURRENT ASSETS
Cash and cash equivalents $ 31,410 $ 46,080
Short-term investments 167 260
Receivables 197,024 158,408
Inventories (Note B) 69,359 60,182
Deferred income taxes 15,055 14,391
Prepaid expenses and other current assets 8,720 15,829
Total Current Assets 321,735 295,150
PROPERTY, PLANT, AND EQUIPMENT, at cost
Land and land improvements 11,569 10,059
Buildings 134,713 111,387
Machinery and equipment 384,628 333,216
Construction in progress 99,260 60,832
630,170 515,494
Less accumulated depreciation 198,665 174,464
Net Property, Plant, and Equipment 431,505 341,030
GOODWILL 109,327 98,720
OTHER ASSETS 21,948 19,773
Total Assets $884,515 $754,673
See accompanying notes to condensed consolidated financial
statements.
HON INDUSTRIES Inc. and SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
October 3,
1998 January 3,
(Unaudited) 1998
LIABILITIES AND SHAREHOLDERS' EQUITY (In thousands)
CURRENT LIABILITIES
Accounts payable and accrued expenses $200,237 $183,738
Income taxes 10,855 8,133
Note payable and current maturities
of long-term debt 14,496 2,545
Current maturities of other long-term
obligations 5,579 6,343
Total Current Liabilities 231,167 200,759
LONG-TERM DEBT 153,173 123,487
CAPITAL LEASE OBLIGATIONS 9,102 11,024
OTHER LONG-TERM LIABILITIES 19,391 18,601
DEFERRED INCOME TAXES 24,797 19,140
SHAREHOLDERS' EQUITY (Note C)
Capital Stock:
Preferred, $1 par value; authorized
1,000,000 shares; no shares outstanding - -
Common, $1 par value; authorized
100,000,000 shares; outstanding - 61,739 61,659
1998 - 61,739,052 shares;
1997 - 61,659,316 shares
Paid-in capital 57,928 55,906
Retained earnings 327,136 265,203
Accumulated other comprehensive income
(Note F) 1,181 (7)
Receivable from HON Member Company
Ownership Plan (1,099) (1,099)
Total Shareholders' Equity $446,885 381,662
Total Liabilities and Shareholders'
Equity $884,515 $754,673
See accompanying notes to condensed consolidated financial
statements.
HON INDUSTRIES Inc. and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended
October 3, October 4,
1998 1997
(In thousands, except
per share data)
Net sales $448,679 $391,348
Cost of products sold 309,080 268,147
Gross Profit 139,599 123,201
Selling and administrative expenses 88,162 80,641
Operating Income 51,437 42,560
Interest income 585 601
Interest expense 2,610 2,810
Income Before Income Taxes 49,412 40,351
Income taxes 18,530 15,132
Net Income $ 30,882 $ 25,219
Net income per common share (Note C) $ 0.50 $ 0.43
Average number of common shares
outstanding 61,691,164 59,355,904
Cash dividends per common share $ 0.08 $ 0.07
See accompanying notes to condensed consolidated financial
statements.
HON INDUSTRIES Inc. and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Nine Months Ended
October 3, October 4,
1998 1997
(In thousands, except
per share data)
Net sales $1,268,359 $970,774
Cost of products sold 878,758 663,310
Gross Profit 389,601 307,464
Selling and administrative expenses 259,938 205,397
Operating Income 129,663 102,067
Interest income 1,233 1,453
Interest expense 8,121 5,945
Income Before Income Taxes 122,775 97,575
Income taxes 46,041 36,591
Net Income $ 76,734 $ 60,984
Net income per common share (Note C) $ 1.24 $ 1.03
Average number of common shares
outstanding 61,667,458 59,379,358
Cash dividends per common share $ 0.24 $ 0.21
See accompanying notes to condensed consolidated financial
statements.
HON INDUSTRIES Inc. and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
October 3, October 4,
1998 1997
(In thousands)
Net Cash Flows From (To) Operating
Activities:
Net income $ 76,734 $ 60,984
Noncash items included in net income:
Depreciation and amortization 38,039 25,334
Other postretirement and postemployment
benefits 1,167 1,041
Deferred income taxes 4,993 1,851
Other - net 3 20
Net increase (decrease) in noncash
operating assets and liabilities (24,610) (15,651)
Increase (decrease) in other liabilities (1,549) (571)
Net cash flows from operating activities 94,777 73,008
Net Cash Flows From (To) Investing Activities:
Capital expenditures - net (123,324) (56,898)
Acquisition spending, net of cash acquired (11,310) (67,025)
Short-term investments - net 93 444
Long-term investments (35) 1,045
Other - net 132 (164)
Net cash flows (to) investing activities (134,444) (122,598)
Net Cash Flows From (To) Financing Activities:
Purchase of HON INDUSTRIES common stock (1,573) (3,714)
Proceeds from long-term debt 66,287 100,000
Payments of note and long-term debt (27,635) (48,106)
Proceeds from sales of HON INDUSTRIES
common stock to members and stock-based
compensation 2,723 1,930
Dividends paid (14,805) (12,468)
Net cash flows from (to) financing
activities 24,997 37,642
Net increase (decrease) in cash and
cash equivalents (14,670) (11,948)
Cash and cash equivalents at beginning
of period 46,080 31,196
Cash and cash equivalents at end of period $ 31,410 $ 19,248
See accompanying notes to condensed consolidated financial
statements.
HON INDUSTRIES Inc. and SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
October 3, 1998
Note A. Basis of Presentation
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 nine-month period
ended October 3, 1998, are not necessarily indicative of the
results that may be expected for the year ending January 2, 1999.
For further information, refer to the consolidated financial
statements and footnotes included in the Company's annual report
on form 10-K for the year ended January 3, 1998.
Note B.
Inventories of the Company and its subsidiaries are summarized as
follows:
October 3, January 3,
($000) 1998 1998
(Unaudited)
Finished products $27,308 $26,352
Materials and work in process 55,062 48,186
LIFO Allowance (13,011) (14,356)
$69,359 $60,182
Note C. Shareholders' Equity
The Board of Directors approved a two-for-one common stock split
in the form of a 100 percent stock dividend, paid on March 27,
1998, to shareholders of record on March 6, 1998. All reported
net income per share and share outstanding amounts have been
adjusted to retroactively reflect the split.
Note D. Business Combinations
During June 1998, the Company finalized its purchase price
allocation for the stock purchase of Allsteel Inc.
The final purchase price and allocation for the Allsteel Inc.
acquisition is shown below:
(In Millions)
Purchase Price $66.0
Final Allocation of Purchase Price:
Working capital, other than cash 24.3
Property, plant, and equipment 38.4
Goodwill 9.9
Other liabilities 6.6
The Company acquired Aladdin Steel Products Inc. on February 20,
1998. The transaction has been accounted for under the purchase
method. The cash purchase price and preliminary allocation is
shown below:
(In Millions)
Purchase Price $10.2
Preliminary Allocation of Purchase Price:
Working capital, other than cash .3
Property, plant, and equipment 1.8
Goodwill 8.1
Assuming the acquisition of Allsteel Inc., Bevis Custom Furniture
Inc., Panel Concepts Inc., and Aladdin Steel Products Inc.
occurred on December 29, 1996, the beginning of the Company's
1997 fiscal year, instead of June 17, 1997, November 13, 1997,
December 1, 1997, and February 20, 1998, when they actually
occurred, the Company's pro forma consolidated net sales for the
third quarter ended October 4, 1997, would have been
approximately $414.8 million instead of the reported $391.3
million. Pro forma consolidated net sales for the nine months
ended October 4, 1997, would have been approximately $1,103.9
million instead of the reported $970.8 million. Pro forma
consolidated net income and net income per share for the third
quarter and first nine months of 1997 would not have been
materially different from the reported amounts.
Note E. New Accounting Standards
The Company adopted Statement of Financial Accounting Standards
(SFAS) No. 128, Earnings Per Share and SFAS No. 129, Disclosure
of Information about Capital Structure, as of January 3, 1998,
year-end 1997. Their adoption had no material effect on
financial condition or results of operations.
Note F. Comprehensive Income
The Company adopted Statement of Financial Accounting standards
(SFAS) No. 130, Reporting Comprehensive Income, as of January 4,
1998, the beginning of its 1998 fiscal year. For the three- and
nine-month periods ended October 3, 1998, comprehensive income is
approximately ($1,294,000) and $1,188,000, respectively.
The Company's comprehensive income consists of an unrealized
holding gain on equity securities available-for-sale under SFAS
No. 115, Accounting for Certain Investments in Debt and Equity
Securities, and nominal foreign currency adjustments.
Note G. Reclassifications
Certain prior year information has been reclassified to conform
to the current year presentation.
Note H. Business Segment Information
The Company adopted Statement of Financial Accounting Standards
(SFAS) No. 131, Disclosures about Segments of an Enterprise and
Related Information, effective with its 1998 fiscal year
beginning January 4, 1998. This segment disclosure is
essentially unchanged from the format used by the Company
historically in complying with SFAS No. 14, Financial Reporting
for Segments of a Business Enterprise, and No. 30, Disclosures of
Information about Major Customers. That is, management views the
Company as being in two business segments: office furniture and
hearth products with the former being the principal business
segment.
The office furniture segment manufactures and markets a broad
line of metal and wood commercial and home office furniture which
includes file cabinets, desks, credenzas, chairs, storage
cabinets, tables, bookcases, freestanding office partitions and
panel systems, and other related products. The hearth products
segment manufactures and markets a broad line of manufactured
gas-, pellet-, and wood-burning fireplaces and stoves, fireplace
inserts, and chimney systems principally for the home.
For purposes of segment reporting, intercompany sales transfers
between segments are not material and operating profit is income
before income taxes exclusive of certain unallocated corporate
expenses. These unallocated corporate expenses include the net
costs of the Company's corporate operations, interest income, and
interest expense. Management views interest income and expense
as corporate financing costs and not as a business segment cost.
In addition, management applies one effective income tax rate to
its consolidated income before income taxes so income taxes are
not reported or viewed internally on a segment basis.
No geographic information for revenues from external customers or
for long-lived assets is disclosed inasmuch as the Company's
primary market and capital investments are concentrated in the
United States.
Reportable segment data reconciled to the consolidated financial
statements for the three month and nine month period ended
October 3, 1998, and October 4, 1997, is as follows:
Note H. Business Segment Information
Three Months Ended Nine Months Ended
Oct. 3, Oct. 4, Oct. 3, Oct. 4,
1998 1997 1998 1997
(In thousands)
Net Sales:
Office furniture $383,409 $334,159 $1,093,738 $818,522
Hearth products 65,270 57,189 174,621 152,252
$448,679 $391,348 $1,268,359 $970,774
Operation Profit:
Office furniture $ 52,844 $ 42,695 $128,802 $100,906
Hearth products 9,835 8,066 19,491 16,724
Total operating profit 62,679 50,761 148,293 117,630
Unallocated corporate expense (13,267) (10,410) (25,518) (20,055)
Income before income taxes $ 49,412 $ 40,351 $122,775 $ 97,575
Identifiable Assets:
Office furniture $661,760 $473,453
Hearth products 161,155 138,553
General corporate 61,600 59,798
$884,515 $671,804
Depreciation & Amortization
Expense
Office furniture $ 10,757 $ 8,046 $30,500 $ 19,365
Hearth products 2,296 1,859 6,556 4,938
General corporate 336 345 983 1,031
$ 13,389 $ 10,250 $38,039 $ 25,334
Capital Expenditure, Net:
Office furniture $ 37,817 $ 19,076 $107,569 $ 45,742
Hearth products 4,246 3,232 13,187 10,491
General corporate 1,245 368 2,568 665
$ 43,308 $ 22,676 $123,324 $ 56,898
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations
A summary of the period-to-period changes in the principal items
included in the Condensed Consolidate Statements of Income is
shown below:
Comparison of
Increases (Decreases) Three Months Nine Months Three Months
Ended Ended Ended
Dollars in Thousand Oct. 3, 1998 & Oct. 3, 1998 & Oct. 3, 1998 &
Oct. 4, 1997 Oct. 4, 1997 Jul. 4, 1998
Net sales $57,331 14.6% $297,585 30.7% $47,262 11.8%
Cost of products sold 40,933 15.3 215,448 32.5 30,973 11.1
Selling & Administrative
expenses 7,521 9.3 54,541 26.6 4,949 5.9
Interest income (16) (2.7) (220) (15.1) 372 174.6
Interest expense (200) (7.1) 2,176 36.6 (294) (10.1)
Income taxes 3,398 22.5 9,450 25.8 4,503 32.1
Net income 5,663 22.5 15,750 25.8 7,503 32.1
All per share information in this report reflects a two-for-one
stock split in the form of a 100% stock dividend effective March
27, 1998.
The Company reported all-time record quarterly sales and
earnings, marking the eleventh consecutive quarter of record
results. Consolidated net sales for the third quarter ended
October 3, 1998, were $448.7 million, up 14.6%, compared to
$391.3 million for the same quarter a year ago. For third
quarter 1998, net income increased 22.5% to $30.9 million,
compared to $25.2 million in 1997. Net income per share for the
quarter rose to $0.50 per diluted share, an increase of 16.3%
from $0.43 per diluted share earning in third quarter 1997.
For the nine months ended October 3, 1998, consolidated net sales
were $1.27 billion, up 30.7% from $970.8 million for the year-ago
period. Net income for the nine months of 1998 was $76.7
million, or $1.24 per diluted share, an increase of 25.8%,
compared to $61.0 million, or $1.03 per diluted share for the
comparable period in 1997.
Results of operations for both the third quarter and the nine-
month period ended October 4, 1997, included one extra week of
business activity compared to the same periods in 1998. This
extra week occurs every five or six years as a result of the leap
year effect on the Company's fiscal year calendar. Adjusting for
an extra week in third quarter 1997, net sales, on a comparative
basis, actually increased approximately 24% with proportionate
impact on earnings.
Third quarter 1998 office furniture net sales represented 85% of
total consolidated quarterly net sales and contributed 84% of
consolidated operating profit before unallocated corporate
expenses. Hearth product sales made up the balance of
consolidated net sales and operating profit.
Strong industry economics in both business segments coupled with
the dedication of the Company's member-owners to provide superior
customer service, rapidly introduce new innovative products, and
achieve operational excellence through a Rapid Continuous
Improvement Program (RCI) contributed to the Company's record
sales and earnings.
Consolidated gross profit margins improved from 30.7% in the
first quarter of 1998 to 31.1% in the third quarter, which is
consistent with the Company's goal of maintaining consolidated
gross profit margins in the 31-32% range. Margins have been
reduced in the short-term as acquisitions, in various stages of
integration, become fully operationally integrated. Full
integration is typically an eighteen- to twenty-four month
process with larger acquisitions.
Selling and administrative expenses for the third quarter of 1998
were 19.6% of net sales compared to 20.6% in the comparable
quarter of 1997. On a nine-month basis, they were 20.5% in 1998
versus 21.2% in 1997. Management places major emphasis on
controlling and reducing selling and administrative expenses as a
percent of net sales. The Company's selling and administrative
expenses also include freight and distribution expenses incurred
to get the product to the customer.
Liquidity and Capital Resources
As of October 3, 1998, cash and short-term investments decreased
to $31.4 million compared to a $46.1 million balance at year-end
1997. The decrease is principally due to capital expenditures.
Net cash flows from operations was strong at $94.8 million for
the first nine months, an improvement of 29.8% for the same
period a year ago. Cash flow and working capital management are
major focuses of management to ensure the Company is poised for
continued future growth.
Net capital expenditures for the third quarter and nine-month
period in 1998 continue at an accelerated level. Net
expenditures for the first nine months of 1998 were $123.3
million. These expenditures are supporting new products,
construction of new facility capacity, and cost reduction
initiatives through the purchase and customization of production-
related machinery and equipment. These investments were funded
by a combination of cash reserves, cash from operations, and a
revolving credit agreement.
On February 20, 1998, the Company completed an acquisition of the
assets of Aladdin Steel Products Inc. located in Colville,
Washington. Aladdin is a manufacturer of wood-, pellet-, and gas-
burning stoves and inserts under the Quadra-Fire brand name with
annual sales of approximately $16 million. A new division,
Aladdin Hearth Products, has been formed under the Hearth
Technologies Inc. operating company to manufacture and market the
Company's Quadra-Fire, Arrow, and Dovre brand stoves. Please
refer to Note D. Business Combinations for related information.
On March 27, 1998, the Company paid a two-for-one stock split, in
the form of a 100% stock dividend, to shareholders of record on
March 6, 1998. Shareholders received one share of common stock
for each share held on the record date.
Effective July 2, 1998, HON INDUSTRIES common stock began trading
on the New York Stock Exchange (NYSE) under the ticker symbol
HNI. The Company's common stock was previously traded on the
NASDAQ National Market System under the symbol HONI. The move to
the NYSE was initiated in the interest of the anticipated longer-
term benefits to the Company's shareholders. Effective June 26,
1998, Harris Trust and Savings Bank, Chicago, Illinois, began
serving as the Company's transfer agent and registrar of its
common stock. The transfer function was previously performed by
the Company.
On August 14, 1998, the Company filed a Form 8-A to register its
new share purchase rights plan with the U. S. Securities and
Exchange Commission and subsequently amended this filing on
September 14, 1998. The new plan replaced an existing rights plan
that expired on August 12, 1998. Also, on August 14, 1998, the
Company filed a Form 8-K Current Report to acknowledge the Board
of Directors dividend declaration of one right for each share of
common stock outstanding.
The Board of Directors declared a regularly quarterly cash
dividend of $0.08 per share on its common stock on August 10,
1998, to shareholders' of record at the close of business on
August 20. It was paid on September 1, 1998, and represented the
174th consecutive quarterly dividend paid by the Company since
its first shareholder dividend in 1955.
For the nine months ended October 3, 1998, the Company
repurchased 50,605 post-split shares of its common stock at a
cost of approximately $1.6 million or an average price of $30.82
per share. As of October 3, approximately $3.1 million of the
Board's current repurchase authorization remained unspent.
On November 9, 1998, the Board of Directors declared another
regular quarterly dividend of $0.08 per share on its common stock
payable December 1, 1998, to shareholders of record at the close
of business on November 19, 1998. On November 12, 1998, the
Board of Directors authorized an additional $70.0 million for the
HON INDUSTIRES' share repurchase program. This authorization is
in addition to the approximately $3.1 million unspent of the
Board's prior repurchase authorization. The new authorization
supports the Company's commitment to enhance shareholder value.
Year 2000
The Company has a two-phase Y2K assessment, remediation, testing,
and implementation program underway that encompasses its computer
business information systems, operating equipment that uses date
sensitive computer chips, and key suppliers, service providers
and customers. Phase I of the program is an internally developed
program which focuses principally on the Company's computer
business information systems and was launched in 1997 and is
expected to be completed in the first quarter of 1999. Phase II
uses as a guideline a comprehensive externally licensed
assessment and remediation program that is focused principally on
operating equipment and third-party supplier and customer
relationships. Phase II was launched in September 1998 and is
targeted for completion in mid-1999. As the final step in each
phase, the Company will develop contingency plans as deemed
appropriate.
The Company's Y2K program is directed and monitored by designated
members of executive management working with a variety of
technical and management personnel, and program progress is
routinely reported to the Board of Directors.
The costs associated with addressing the Company's Y2K issues
will be expensed or capitalized in the period incurred.
Remediation costs incurred to date have been immaterial and were
expensed as incurred. The Company currently estimates its cost
to perform and complete its Y2K assessment and remediation
program to be in the range of $1 million, including some costs
which, because of their nature, will be capitalized. The Company
expects to have any Y2K issues resolved prior to them having an
adverse impact on its operations. However, given the pervasive
nature of Y2K and especially noncontrollable third-party
relationship exposures, the Company cannot avoid assuming some
measure of business risk. These business risks range from
inconsequential errors or failures to potentially more serious
risks. Management believes the primary business risks may
include, but not be limited to, higher than expected remediation
costs, business interruption risks, insurers may require
exclusions for losses/damages attributable to Year 2000, and
litigation risk.
Looking Ahead
Management feels that the softening of the world economy may
eventually slow the sales momentum, but feel the Company is
prepared, as a low-cost, flexible manufacturer, to outperform the
industries in which they compete. Management's financial goals
for fiscal year 1998 continue to be to achieve double-digit
growth in both sales and earnings.
Except for the historical information contained herein, the
matters discussed in this Form 10-Q are forward-looking
statements. Such forward-looking statements involve risks and
uncertainties which could cause actual results or outcomes to
differ materially from those discussed in the forward-looking
statements including but not limited to: competitive conditions,
pricing trends in the office furniture and hearth products
markets, acceptance of the Company's new product introductions,
the overall growth rate of the office furniture and hearth
products industries, the achievement of cost reductions and
productivity in the Company's operations, the Company's ability
to improve margins of acquired businesses, impact of future
acquisitions, the Company's ability to identify and correct or
implement contingency plans to deal with the Y2K issues, as well
as the risks, uncertainties, and other factors described from
time to time in the Company's SEC filings and reports.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. See Exhibit Index.
(b) Reports on Form 8-K. On August 14, 1998, the Company filed a
Form 8-K to acknowledge the Board of Directors dividend
declaration of one share purchase right for each share of HON
INDUSTRIES common stock outstanding.
SIGNATURES
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.
Dated: November 17, 1998 HON INDUSTRIES Inc.
By /s/ David C. Stuebe
David C. Stuebe
Vice President and
Chief Financial Officer
By /s/ Melvin L. McMains
Melvin L. McMains
Vice President and
Controller
PART II. EXHIBITS
EXHIBIT INDEX
(3i) Articles of Incorporation of the Registrant, as amended
and restated, on August 10, 1998
(3ii)By-Laws of the Registrant, as amended and
restated, on July 29, 1998
(27) Financial Data Schedule