FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For quarter ended July 31, 1999 Commission file number 1-5838
------------- ------
NCH CORPORATION
----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 75-0457200
------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 152170
2727 Chemsearch Blvd.
Irving, TX 75015-2170
------------------------------- -----------------------
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, include area code (972) 438-0211
---------------------
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 (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 shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at September 8, 1999
-------------------------- --------------------------------
Common Stock, $1 par value 5,408,288
-------------------------- --------------------------------
NCH CORPORATION
INDEX
Page No.
--------
Part I. Financial Information:
Consolidated Balance Sheets --
July 31, 1999 and April 30, 1999 3
Consolidated Statements of Income --
Three Months Ended
July 31, 1999 and 1998 4
Consolidated Statements of Cash Flows --
Three Months Ended July 31, 1999 and 1998 5
Notes to Consolidated Financial Statements 6 - 9
Management's Discussion and Analysis of
Financial Condition and Results of Operations 10 - 22
Part II. Other Information 23
NCH CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(In Thousands Except Share and Per Share Data)
(Unaudited)
July 31, April 30,
1999 1999
-------- --------
Assets
Current Assets
Cash and cash equivalents $ 26,175 $ 19,814
Marketable securities 3,095 3,187
Accounts receivable, net 144,517 146,255
Inventories 106,825 107,995
Prepaid expenses 10,303 9,568
Deferred income taxes 20,921 21,454
-------- --------
Total Current Assets 311,836 308,273
-------- --------
Property, Plant and Equipment 195,927 195,315
Accumulated depreciation 119,801 118,590
-------- --------
76,126 76,725
-------- --------
Deferred Income Taxes 31,921 31,767
-------- --------
Other 16,486 16,076
-------- --------
Total $436,369 $432,841
======== ========
Liabilities and Stockholders' Equity
Current Liabilities
Notes payable to banks $ 5,696 $ 5,318
Current maturities of long-term debt 270 278
Accounts payable 47,131 46,351
Accrued expenses 29,375 29,545
Income taxes payable 23,959 23,776
Dividends payable 1,893 1,893
-------- --------
Total Current Liabilities 108,324 107,161
-------- --------
Long-Term Debt, less current maturities 976 1,104
-------- --------
Retirement and Deferred Compensation Plans 116,016 115,162
-------- --------
Stockholders' Equity
Common stock, par value $1 per share,
authorized 20,000,000 shares.
Issued 11,769,304 shares 11,769 11,769
Additional paid-in capital 12,724 12,714
Retained earnings 496,053 491,685
Accumulated other comprehensive loss (39,018) (36,279)
-------- --------
481,528 479,889
Less treasury stock
(6,361,016 and 6,361,010 shares) 270,475 270,475
-------- --------
211,053 209,414
-------- --------
Total $436,369 $432,841
======== ========
The accompanying notes are an integral part of these financial statements.
NCH CORPORATION AND SUBSIDIARIES
Consolidated Statements of Income
(In Thousands Except Per Share Amounts)
(Unaudited)
Three Months Ended July 31,
---------------------------
1999 1998
-------- --------
Net Sales $200,234 $198,856
Operating Expenses
Cost of sales, including
warehousing and commissions 110,408 110,384
Marketing and administrative expenses 77,596 76,427
-------- --------
188,004 186,811
-------- --------
Operating Income 12,230 12,045
Other (Expenses) Income
Revaluation of foreign currencies (805) (411)
Interest income 256 739
Interest expense (1,061) (860)
-------- --------
Income before Income Taxes 10,620 11,513
Provision for Income Taxes 4,359 5,027
-------- --------
Net Income $ 6,261 $ 6,486
======== ========
Weighted Average Number of
Shares Outstanding
Basic 5,408 6,062
======== ========
Diluted 5,408 6,082
======== ========
Earnings Per Share
Basic $ 1.16 $ 1.07
======== ========
Diluted $ 1.16 $ 1.07
======== ========
Cash Dividend Paid Per Share $ .35 $ .35
======== ========
Cash Dividend Declared Not Paid $ .35 $ .35
======== ========
The accompanying notes are an integral part of these financial statements.
NCH CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In Thousands)
(Unaudited)
Three Months Ended
July 31,
----------------------
1999 1998
-------- --------
Cash Flows from Operating Activities
Net Income $ 6,261 $ 6,486
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation and amortization 3,336 3,463
Provision for losses on accounts
receivable 1,316 1,420
Deferred income taxes 245 (1,349)
Retirement and deferred compensation
plans 1,042 1,447
Other noncash items 57 (177)
Change in assets and liabilities,
excluding net assets acquired in
the purchase of business:
Accounts receivable (2,834) (6,743)
Inventories 447 (1,869)
Prepaid expenses (815) (1,780)
Accounts payable, accrued expenses
and income taxes payable 2,975 6,258
Other noncurrent assets (432) (34)
-------- --------
Net cash provided by operating activities 11,598 7,122
-------- --------
Cash Flows from Investing Activities
Sales of property, plant and equipment 453 118
Purchases of property, plant and equipment (3,061) (3,465)
Redemptions of marketable securities 1,085 101,236
Purchases of marketable securities (981) -
Acquisition of business (241) (1,843)
Other (1,005) (1,005)
-------- --------
Net cash (used) provided by investing
activities (3,750) 95,041
-------- --------
Cash Flows from Financing Activities
Proceeds from notes payable 759 616
Payments of notes payable (166) (3,183)
Payments of long-term debt (154) (170)
Borrowing of cash surrender values 1,143 2,023
Payments of dividends (1,893) (1,960)
Purchases of treasury stock - (95,185)
Proceeds from exercise of stock options - 402
-------- --------
Net cash used in financing activities (311) (97,457)
-------- --------
Effect of Exchange Rate Changes on Cash
and Cash Equivalents (1,176) 187
-------- --------
Net Increase in Cash and Cash Equivalents 6,361 4,893
Cash and Cash Equivalents at Beginning of Year 19,814 17,139
-------- --------
Cash and Cash Equivalents at End of Period $26,175 $22,032
======== ========
The accompanying notes are an integral part of these financial statements.
NCH CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
1. Basis of Presentation
---------------------
In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments necessary (consisting of
only normal re-occurring accruals) to present fairly NCH Corporation's
financial position as of July 31, 1999, the results of its operations
for the three months ended July 31, 1999 and 1998, and cash flows for
the three months then ended.
The accounting policies followed by NCH Corporation (the Company) are
set forth in Note 1 to the Company's consolidated financial statements
in the 1999 NCH Corporation Annual Report to Shareholders, which is
included in Part II of Form 10-K.
The results of operations for the three month period ended July 31,
1999, are not necessarily indicative of the results to be expected for
the full year.
2. Inventories
-----------
Inventories consisted of the following (in thousands of dollars):
July 31, April 30,
1999 1999
-------- --------
Raw Materials $ 13,687 $ 13,772
Finished Goods 91,619 92,705
Sales Supplies 1,519 1,518
-------- --------
$106,825 $107,995
======== ========
3. Earnings Per Common Share
-------------------------
Basic earnings per share are computed by dividing net income for the
period by the weighted average number of shares of common stock
outstanding for the period. Diluted earnings per share are determined
by dividing net income by the weighted average number of shares of
common stock and common stock equivalents outstanding. Stock options
are the Company's only common stock equivalents and are considered in
the diluted earnings per share calculations if dilutive. For the
three month period ended July 31, 1999, all options (316,090 options)
were excluded as their effect would have been antidilutive. However,
for the three month period ended July 31, 1998, all options were
included as their effect was dilutive for that period.
4. Comprehensive Income
--------------------
The components of comprehensive income, net of related tax, for the
three-month periods ended July 31, 1999 and 1998 are as follows
(in thousands):
Three Months Ended
July 31,
-----------------------
1999 1998
-------- --------
Net income $ 6,261 $ 6,486
Unrealized gain (loss) on
available-for-sale securities 8 (111)
Foreign currency translation
adjustment (2,747) 89
-------- --------
Comprehensive income $ 3,522 $ 6,464
======== ========
The components of accumulated other comprehensive loss, net of
related tax, at July 31, 1999 and April 30, 1999 are as follows (in
thousands):
July 31, April 30,
1999 1999
-------- --------
Unrealized gain on available-
for-sale securities $ 21 $ 13
Foreign currency translation
adjustment (39,039) (36,292)
-------- --------
Accumulated other
comprehensive loss $(39,018) $(36,279)
======== ========
5. Segment Information
-------------------
At April 30, 1999, the Company adopted Statement of Financial
Accounting Standards No. 131, "Disclosures about Segments of an Enterprise
and Related Information", which changed the way the Company externally
reports information about its operating segments. The Company's
segments are based on the organization structure that is used by
management for making operating and investment decisions and for
assessing performance. Based on this management approach, the Company
has six segments: Chemical Specialties, Plumbing Products Group,
Resource Electronics, Partsmaster Group, Landmark Direct Group, and
Other Product Lines. The Company evaluates the performance of its
segments primarily based on operating profit. All intercompany
transactions have been eliminated, and intersegment revenues are not
significant. In calculating operating profit for individual segments,
administrative expenses incurred at the Company's corporate
headquarters that are common to more than one segment are allocated on
a usage basis.
The following tables present a summary of the Company's segments for
the three months ended July 31, 1999 and 1998 on a basis consistent
with the previous year end:
Net Sales
Three Months Ended July 31,
---------------------------
1999 1998
--------- ---------
Chemical Specialties $ 105,394 $ 110,141
Plumbing Products Group 30,779 29,035
Resource Electronics 15,938 17,005
Partsmaster Group 21,823 20,618
Landmark Direct Group 8,833 7,751
Other Product Lines 17,467 14,306
--------- ---------
Net Sales $ 200,234 $ 198,856
========= =========
Operating Profit
Three Months Ended July 31,
---------------------------
1999 1998
-------- --------
Chemical Specialties $ 6,923 $ 9,637
Plumbing Products Group 2,150 430
Resource Electronics (212) 122
Partsmaster Group 2,003 1,775
Landmark Direct Group (61) 251
Other Product Lines 2,320 451
-------- --------
Total segment operating profit $ 13,123 $ 12,666
Unallocated Corporate expenses (893) (621)
Revaluation of foreign currencies (805) (411)
Interest Income 256 739
Interest Expense (1,061) (860)
-------- --------
Consolidated income before taxes $ 10,620 $ 11,513
======== ========
6. Supplemental Cash Flow Information
----------------------------------
Cash payments for interest for the three months ended July 31, 1999
and 1998, were approximately $330,000 and $121,000, respectively. Cash
payments for income taxes were approximately $3,797,000 and $3,989,000
for the same periods, respectively.
NCH CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Liquidity and Capital Resources
-------------------------------
In the three months ended July 31, 1999, working capital
increased to $203.5 million from $201.1 million at April 30, 1999,
and the current ratio was 2.9 to 1 at July 31, 1999, and at April
30, 1999. The total of cash, cash equivalents and marketable
securities increased by $6.3 million in the first three months to
$29.3 million at July 31, 1999, as shown on the Consolidated Balance
Sheets. Net cash flows from operations totaled $11.6 million.
Additional cash was provided by redemptions of marketable securities
of $1.1 million, and the borrowing of cash surrender values of
company-owned life insurance policies on key employees of $1.1
million. Principal uses of cash consisted of net capital
expenditures of $2.6 million, and payment of dividends of $1.9
million. Management expects that operating cash flows will continue
to generate sufficient funds to finance operating needs, capital
expenditures and the payment of dividends.
The Company's international subsidiaries operate on a fiscal
year ending on the last day of February. The reported values of
both current assets and liabilities of the Company's international
subsidiaries decreased as a result of the change in the Company's
composite spot rate at May 31, 1999, compared to February 28, 1999.
This is reflected by the foreign currency translation component of
accumulated other comprehensive loss, which changed from a $36.3
million reduction of equity at April 30, 1999, to a $39.0 million
reduction of equity at July 31, 1999.
Accounts receivable decreased by $1.7 million and inventories
decreased by $1.2 million in the three months ended July 31, 1999,
as measured in U.S. dollars and reported on the Consolidated Balance
Sheets. As stated above, the result of exchange rate deviations
from the end of the previous year to the end of the first three
months was to decrease the reported U.S. dollar values of both
assets and liabilities. The change in accounts receivable and
inventories shown in the Consolidated Statements of Cash Flows is
exclusive of the effect of exchange rates on the reported asset
values, and shows accounts receivable (net of provisions for losses)
increasing by $1.5 million and inventories decreasing by $.5 million
during the quarter. The decrease in inventory occurred primarily in
the Company's international operations, as a result of improved
general economic conditions in Asia from the previous quarter. The
increase in accounts receivable, exclusive of the effect of exchange
rates, resulted from an increase in sales from the previous quarter
in the international subsidiaries.
Accounts payable, accrued expenses and income taxes payable were
similarly affected by currency translation. These liabilities
increased by $3.0 million when measured exclusive of the effect of
exchange rate changes, but increased by $.8 million as reported on
the Consolidated Balance Sheets. Accounts payable and accrued
expenses increased as a result of normal business activity
associated with timing of payments. The increase in income taxes
payable was primarily due to normal timing differences in the
amounts of tax payments in the current quarter compared to the
preceding quarter.
Net expenditures for property, plant and equipment amounted to
$2.6 million for the three months ended July 31, 1999, and consisted
of the installation and update of worldwide computer systems and
normal additions of operating equipment.
Total bank indebtedness, comprised of long-term debt, current
maturities of long-term debt and notes payable, increased, exclusive
of the effect of exchange rate changes, by $.4 million during the
three months ended July 31, 1999. The increase was due primarily to
short-term loans in the Company's European subsidiaries. The bank
indebtedness shown on the Consolidated Balance Sheets was also
affected by currency translation, and shows an increase of $.2
million.
A regular quarterly dividend of $.35 per share, declared by
the directors of the Company on April 14, 1999, was paid on June 15,
1999, amounting to $1.9 million. The directors of the Company
declared a regular quarterly dividend of $.35 per share on July 22,
1999, payable September 15, 1999, to shareholders of record
September 1, 1999.
During the prior fiscal year, the Company repurchased a total of
1,769,387 shares (of which 1,551,015 were repurchased during the
prior year first quarter) of NCH Common Stock for an aggregate price
of $106.0 million.
In August 1998, the Company obtained a $50 million unsecured
credit facility from a group of banks which expires in August 2002,
and is available for acquisitions and general corporate purposes.
Interest on the credit facility is generally payable quarterly, at
the Company's option of the Eurodollar rate plus 0.6%, or the
federal funds rate plus 0.5% (which will not exceed the bank's prime
rate). The credit facility is governed by certain financial
covenants, including minimum tangible net worth and a maximum
leverage ratio. At July 31, 1999, the Company had not borrowed any
amount under this credit facility.
Year 2000 Compliance
--------------------
The Company uses and relies on a wide variety of information
technologies, computer systems and scientific equipment containing
computer-related components. The Company has addressed the
potential exposures related to the Year 2000 Issue on its
operations for the fiscal year 2000 and beyond. A review of key
financial, informational and operational systems has been
completed. Implementation and testing of necessary modifications
to these key computer systems and equipment to ensure that they are
Year 2000 compliant has been completed to address computer system
and equipment problems as required by December 31, 1999. The
Company believes that with these plans and completed modifications,
the Year 2000 Issue will not have a material adverse effect on its
business, financial condition or results of operations. However,
there can be no assurance that these modifications will prevent a
material adverse effect on the Company's business, financial
condition or results of operations. The financial impact of any
such material adverse effect cannot be estimated at this time. The
Company has contingency plans to deal with major Year 2000
failures, and such plans are constantly being monitored and will be
revised as necessary.
In addition to risks associated with the Company's own
computer systems and equipment, the Company has relationships with,
and is to varying degrees dependent upon, a large number of third
parties that provide information, goods and services to the
Company. These include corporate partners, suppliers, vendors,
financial institutions and governmental entities. There can be no
assurance that the systems of other organizations on which the
Company may rely will adequately address the Year 2000 Issue, or
that the failure of other organizations to address the Year 2000
Issue will not have a material adverse effect on the Company's
business, financial condition or results of operations. However,
most of the Company's suppliers and customers have been contacted,
and they have indicated that they are Year 2000 compliant. There
is not expected to be a disruption of business due to suppliers'
systems since the Company has numerous suppliers for its products.
The total cost of systems assessments and modifications
related to the Year 2000 Issue is funded through operating cash
flows and has not been material to date. The Company is expensing
these costs as incurred. The Company has identified resources to
address the Year 2000 Issue. The financial impact of making the
required systems changes cannot be known precisely at this time,
but it is currently expected to be less than $2.0 million. The
actual financial impact could, however, exceed this estimate.
Euro Conversion
---------------
On January 1, 1999, 11 of the 15 member countries of the
European Union established fixed conversion rates between their
existing currencies ("legacy currencies") and one common currency -
the euro. The euro is now trading on currency exchanges and can be
used in business transactions. Beginning in January 2002, new
euro-denominated bills and coins will be issued, and legacy
currencies will be withdrawn from circulation. The Company's
operating subsidiaries affected by the euro conversion are
developing plans to address the systems and business issues
affected by the euro currency conversion. These issues include,
among others, the need to adapt computer and other business systems
and equipment to accommodate euro-denominated transactions. The
Company does not expect this conversion to have a material impact
on its financial condition or results of operations.
Subsequent Event
----------------
The Company has executed a non-binding letter of intent to
sell Resource Electronics, Inc. and negotiations are in progress.
A definitive agreement has not been executed and significant
uncertainties remain to be resolved before the transaction is
completed.
Operating Results
-----------------
First Quarter Comparison - Prior Year
Net sales for the first quarter increased to $200.2 million in
the current year as compared with $198.9 million reported in the
same quarter of the last fiscal year. Domestically, net sales in
the first quarter of the current year increased 5% over the first
quarter of the prior year. International net sales decreased 6% as
reported in U.S. dollars and were negatively affected by changes in
currency translation rates. International net sales, when measured
on a local currency basis, decreased approximately 2% as compared to
the first quarter of the prior year. Net sales for the Chemical
Specialties Group decreased $4.7 million, or 4% from the first
quarter of the prior year, due to lower sales in both the international
and domestic operations and to the effect of currency translation rates.
Net sales for the Plumbing Products Group increased $1.7 million, or 6%
over the prior year's quarter, as a result of increased domestic sales
to major home building supply centers. Net sales for Resource
Electronics decreased $1.1 million, or 6% compared to the first
quarter of last year due to increased competition in domestic
markets. Partsmaster Group's net sales increased $1.2 million, or
6% as compared to the first quarter of last year due to increased
international and domestic sales. Net sales for the Landmark Direct
Group increased $1.1 million, or 14%, from the prior year's quarter
due to increased sales of first aid supplies. Net sales for Other
Product Lines increased $3.2 million, or 22% over the first quarter
of last year, primarily due to increased revenues from satellite
broadcasting distribution agreements and increased sales of pet
products.
Operating expenses as a percent of net sales were 93.9% in the
current quarter as well as in the first quarter last year.
Consolidated operating income was 6.1% of net sales for the quarter
ended July 31, 1999 and for the quarter ended July 31, 1998.
Operating profit for the Chemical Specialties Group decreased $2.7
million, or 28% from the first quarter of last year due to lower sales
in both international and domestic operations and to the effect of
currency translation rates. Operating profit for the Plumbing
Products Group increased $1.7 million from the prior year's first
quarter due to increased sales and reduction of losses in the Canadian
operation. Resource Electronics had a $.3 million decrease in operating
profit as compared to the first quarter of last year due to lower sales
as discussed above. Operating profit increased $.2 million, or 13% for
the Partsmaster Group over the first quarter of last year due to
increased sales and lower international product costs. Landmark
Direct had a $.3 million decrease in operating profit as compared to
the first quarter of last year, primarily as a result of higher
marketing costs. Other Product Lines had a $1.9 million increase in
operating profit over last year's first quarter due to increased
revenue related to satellite broadcasting distribution agreements
and lower pet product costs.
In the quarter ended July 31, 1999, interest expense was $1.1
million compared to $.9 million in the same quarter of the prior
year. Interest income was $.3 million in the current quarter
compared to $.7 million in the same quarter of last year.
Revaluation of foreign currencies was a loss of $.8 million in the
first quarter of the current year compared to a loss of $.4 million
in the same period of the prior year.
Provision for income taxes was 41.0% of pre-tax income in the
first quarter of the current year compared to 43.7% of pre-tax
income in the prior year. This decrease is due to variations in
individual country income levels and tax rates in the international
subsidiaries. Net income for the quarter ended July 31, 1999, was
3.1% of net sales compared to 3.3% of net sales in the quarter ended
July 31, 1998.
First Quarter Comparison - Preceding Quarter
Net sales of $200.2 million for the first quarter of fiscal 2000
were 1% higher than the $197.6 million net sales reported in the
fourth quarter of fiscal 1999. International net sales were 2%
higher when measured in U.S. dollars and 1% higher when measured on
a local currency basis, as a result of normal quarter-to-quarter
sales fluctuations. Domestic net sales were slightly higher than
the fourth quarter of the prior year. Changes in net sales in
all business segments are the result of normal quarter to quarter
fluctuations.
Operating expenses as a percent of net sales were 93.9% in the
current quarter compared to 94.4% in the fourth quarter of the last
fiscal year. Consolidated operating income for the quarter ended
July 31, 1999, was 6.1% of net sales compared to 5.7% of net sales
for the quarter ended April 30, 1999. Operating profit for the
Chemical Specialties Group increased $1.0 million, or 16% from the
fourth quarter of last year due to lower international marketing
costs. Operating profit for the Plumbing Products Group increased
$.9 million, or 67% from the prior year's fourth quarter due to
lower costs in the current quarter and the reduction in the loss in
the Canadian operation. Operating profit increased $.4 million, or
27% for the Partsmaster Group over the fourth quarter of last year
due to lower international and domestic product costs. Other Product
Lines had a $.9 million decrease in operating profit as compared
to last year's fourth quarter due to lower revenues related to
satellite broadcasting distribution agreements.
Interest expense was $1.1 million, and interest income was $.3
million, in the three months ended July 31, 1999 and in the three
months ended April 30, 1999. The revaluation of foreign currencies
resulted in a loss of $.8 million in the first quarter of the
current year compared to a loss of $.3 million in the fourth quarter
of the prior year.
Provision for income taxes in the quarter ended July 31, 1999,
amounted to 41.0% of pre-tax income compared to 45.9% of pre-tax
income in the quarter ended April 30, 1999. This decrease is due to
the impact of variations in individual country income levels and tax
rates on combined international results. Net income for the quarter
ended July 31, 1999, was 3.1% of net sales compared to 2.7% of net
sales in the quarter ended April 30, 1999.
Forward-Looking Information
---------------------------
Management's Discussion and Analysis of Financial Condition
and Results of Operations and other sections of this Quarterly
Report contain forward-looking statements that are based on
current expectations, estimates and assumptions regarding the
worldwide economy, technological innovation, competitive activity,
interest rates, pricing, and currency movements. These
statements are not guarantees of future results or events, and
involve certain risk and uncertainties which are difficult to
predict and many of which are beyond the control of the Company.
Actual results and events could differ materially from those
anticipated by the forward-looking statements.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(b) Reports on Form 8-K -- There were no reports on Form 8-K filed
for the three months ended July 31, 1999.
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.
NCH Corporation
---------------
(Registrant)
Date September 14, 1999 /s/ Tom Hetzer
------------------ --------------
Tom Hetzer
Vice President - Finance
(Principal Accounting Officer)