FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended September 30, 2001.
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 No. 0-10894
ARNOLD INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2200465
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
625 South Fifth Avenue, Lebanon, Pennsylvania
(Address of principal executive offices)
17042
(Zip Code)
(717) 274-2521
(Registrant's telephone number, including area code)
No Change
(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 (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
Common Stock, par value $1.00 per share: 24,806,766 shares
outstanding (which excludes 5,135,862 treasury shares) as of
November 1, 2001.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Condensed Consolidated Balance Sheets - September 30, 2001
(Unaudited) and December 31, 2000
Condensed Consolidated Statements of
Income (Three and Nine Month - September 30, 2001 and
Periods - Unaudited) 2000
Condensed Consolidated Statements of
Cash Flows (Nine Month - September 30, 2001 and
Periods - Unaudited) 2000
Notes to Condensed Consolidated Financial Statements
ARNOLD INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
September 30, December 31,
2001 2000
ASSETS
Current Assets
Cash and Cash Equivalents 38,660,867 31,213,063
Marketable Securities 13,303,094 6,121,077
Accounts Receivable, Net 49,939,310 54,238,224
Notes Receivable, Current 928,439 928,439
Deferred Income Taxes 1,764,677 3,315,097
Prepaid Expenses and Supplies 7,719,010 7,467,198
Refundable Income Taxes 1,295,425 0
Total Current Assets 113,610,822 103,283,098
Property and Equipment, at Cost 420,040,413 402,903,394
Less: Accumulated Depreciation 187,449,382 170,986,786
Total Property and Equipment 232,591,031 231,916,608
Other Assets
Goodwill, Net 10,877,727 11,271,750
Investments in Limited Partnerships 7,689,382 8,073,315
Notes Receivable, Long-term 332,515 868,865
Other 1,119,968 1,433,761
Total Other Assets 20,019,592 21,647,691
TOTAL ASSETS 366,221,445 356,847,397
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Notes Payable 236,620 3,188,431
Accounts Payable 11,647,770 11,163,008
Income Taxes 0 2,183,075
Estimated Liability for Claims 5,131,748 5,232,026
Accrued Expenses - Other 17,938,759 14,687,836
Total Current Liabilities 34,954,897 36,454,376
Long-term Liabilities
Estimated Liability for Claims 2,001,000 2,001,000
Deferred Income Taxes 34,994,744 39,072,260
Notes Payable 918,550 1,175,923
Other 2,049,714 1,986,214
Total Long-term Liabilities 39,964,008 44,235,397
Stockholders' Equity
Common Stock 29,942,628 29,942,628
Paid-In Capital 3,680,373 2,016,737
Retained Earnings 297,920,570 284,861,907
Treasury Stock, at Cost (40,241,031) (40,663,648)
Total Stockholders' Equity 291,302,540 276,157,624
TOTAL LIABILITIES
AND STOCKHOLDERS' EQUITY 366,221,445 356,847,397
The accompanying notes, herein following, are an integral part of these
consolidated financial statements.
ARNOLD INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Nine Months Ended Three Months Ended
September 30, September 30,
2001 2000 2001 2000
Operating Revenues 335,789,117 347,481,799 110,681,130 115,309,193
Operating Expenses 301,290,906 299,390,499 100,728,875 99,483,878
Operating Income 34,498,211 48,091,300 9,952,255 15,825,315
Interest Expense (146,122) (1,367,644) (32,847) (475,280)
Other Income
(Deductions) (700,364) 713,985 (1,131,696) 364,076
Income Before
Income Taxes 33,651,725 47,437,641 8,787,712 15,714,111
Income Taxes 12,419,624 17,714,785 3,280,887 5,862,924
Net Income 21,232,101 29,722,856 5,506,825 9,851,187
Net Income
per Common Share:
Basic 0.86 1.21 0.22 0.40
Diluted 0.84 1.20 0.22 0.39
Average Common
Shares Outstanding
Basic 24,764,686 24,604,035 24,802,140 24,591,581
Effect of dilutive
securities -
Stock options 472,191 136,858 513,154 261,696
Diluted 25,236,877 24,740,893 25,315,294 24,853,277
Dividends per
Common Share 0.33 0.33 0.11 0.11
The accompanying notes, herein following, are an integral part of these
consolidated financial statements.
ARNOLD INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30,
2001 2000
Operating Activities
Net Income 21,232,101 29,722,856
Adjustments to Reconcile Net Income to Net
Cash Provided by Operating Activities:
Depreciation and Amortization 24,695,678 25,603,676
Provision for Deferred Taxes (2,527,096) 2,492,031
Other (132,396) (1,601,154)
Changes in Operating Assets & Liabilities:
(Increase) in Accounts Receivable 4,298,914 (3,157,831)
(Increase) Decrease in Prepaid Expenses
and Supplies (251,812) 2,245,060
Increase (Decrease) in Accounts Payable 484,762 1,066,407
(Decrease) in Estimated Liability for Claims (100,278) 1,030,866
Increase in Other Accrued Expenses (227,577) (633,832)
Other 63,500 62,600
Net Cash Provided by
Operating Activities 47,535,796 56,830,679
Investing Activities
Proceeds from Sale of Investment Securities 2,025,622 506,610
Purchase of Investment Securities (9,055,449) (808,217)
Proceeds from Disposition of
Property and Equipment 3,691,399 9,197,506
Purchase of Property and Equipment (28,312,942) (21,447,683)
Capital Contributions to
Limited Partnerships (191,557) (1,136,102)
Other 859,743 946,308
Net Cash Used In Investing Activities (30,983,184) (12,741,578)
Financing Activities
Cash Dividends Paid (8,173,434) (8,124,092)
Purchase of Treasury Stock (1,391,250)
Proceeds from Employee Stock Options Exercised 2,086,253 386,622
Proceeds from Short-term Debt
Principal Payments on Short-term Debt (3,017,627) (11,186,334)
Other
Net Cash Used In Financing Activities (9,104,808) (20,315,054)
Increase in Cash and Cash Equivalents 7,447,804 23,774,047
Cash and Cash Equivalents - Beginning of Year 31,213,063 16,231,274
Cash and Cash Equivalents - End of Period 38,660,867 40,005,321
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest 116,169 1,414,944
Income Taxes 18,422,455 18,512,149
The Company had non-cash investing and financing transactions in the nine months
ended September 30, 2000 relating to the following:
Financing of insurance premiums on installment note 5,734,783
The accompanying notes, herein following, are an integral part of these
consolidated financial statements.
ARNOLD INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1: Basis of Presentation
The financial information included herein is unaudited;
however, such information reflects all adjustments (consisting
solely of normal adjustments) which are, in the opinion of
management, necessary for a fair statement of results for the
interim period. This financial information should be read in
conjunction with the Financial Statements, Notes and information
included in the Company's latest annual report on Form 10-K and
any intervening reports.
The results of operations for the three and nine-month periods
ending September 30, 2001 and 2000 are not necessarily indicative
of the results to be expected for the full year.
In June 1998, the Financial Accounting Standards Board (FASB)
issued SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities." SFAS No. 133 establishes accounting and
reporting standards for derivative instruments and hedging
activities. It requires that an entity recognize all derivatives
as either assets or liabilities on its balance sheet and measure
those instruments at fair value. These requirements were effective
for the Company with the fiscal quarter ended March 31, 2001.
Because the Company does not currently utilize derivative
instruments or hedging activities, SFAS No. 133, as amended, has no
effect on the Company's consolidated financial statements as
presented.
In July 2001, the Financial Accounting Standards Board issued
SFAS No. 141 "Business Combinations" (SFAS 141) and SFAS No.142
"Goodwill and Other Intangible Assets" (SFAS 142), which are
effective July 1, 2001 and January 1, 2002, respectively. SFAS 141
requires that the purchase method of accounting be used for all
business combinations initiated after June 30, 2001. Under SFAS
142, amortization of goodwill, including goodwill recorded in past
business combinations, will discontinue upon adoption of this
standard. In addition, goodwill recorded as a result of business
combinations completed during the six-month period ending
December 31, 2001 will not be amortized. All intangible assets
with indefinite lives will be tested for impairment in accordance
with the provisions of the Statement. The Company is currently
reviewing the provisions of SFAS 141 and SFAS 142 and assessing the
impact of adoption.
In October 2001, the Financial Accounting Standards Board
approved SFAS No. 144 (SFAS 144) "Accounting for the Impairment or
Disposal of Long-Lived Assets" which is effective for financial
statements issued for fiscal years beginning after December 15,
2001. SFAS 144 supersedes the accounting provisions of APB 30 that
address the disposal of a segment of a business and requires that
such long-lived assets be reported at fair value less cost to sell.
It requires that long lived assets to be abandoned, exchanged for
similar productive assets or distributed to owners in a spin-off be
considered held for use until they are abandoned, exchanged or
distributed. It also eliminates the exception to consolidation for
a subsidiary when control is expected to be temporary. The Company
is currently evaluating the impact of SFAS 144 on the consolidated
financial statements.
Note 2: Segment Information
Set forth below is a schedule of the Unaudited Operating
Revenues, Expenses and Operating Income of the LTL, TL and
Fulfillment/Logistics segments:
(Dollars in Thousands)
Third Quarter Ended September 30,
2001 2000
Amount % Amount %
LESS-THAN-TRUCKLOAD
Operating Revenues 53,600 100.0 60,318 100.0
Operating Expenses 46,245 86.3 47,918 79.4
Operating Income 7,355 13.7 12,400 20.6
TRUCKLOAD
Operating Revenues 43,001 100.0 44,204 100.0
Operating Expenses 42,022 97.7 42,279 95.6
Operating Income 979 2.3 1,925 4.4
FULFILLMENT/LOGISTICS
Operating Revenues 14,080 100.0 10,788 100.0
Operating Expenses 12,456 88.5 9,286 86.1
Operating Income 1,624 11.5 1,502 13.9
Unallocated Corporate
Operating Income (loss) (6) (2)
Consolidated Operating Income 9,952 15,825
(Dollars in Thousands)
Nine-Month Period Ended September 30,
2001 2000
Amount % Amount %
LESS-THAN-TRUCKLOAD
Operating Revenues 163,962 100.0 178,462 100.0
Operating Expenses 138,675 84.6 140,987 79.0
Operating Income 25,287 15.4 37,475 21.0
TRUCKLOAD
Operating Revenues 129,033 100.0 135,276 100.0
Operating Expenses 125,330 97.1 129,593 95.8
Operating Income 3,703 2.9 5,683 4.2
FULFILLMENT/LOGISTICS
Operating Revenues 42,794 100.0 33,743 100.0
Operating Expenses 37,273 87.1 28,785 85.3
Operating Income 5,521 12.9 4,958 14.7
Unallocated Corporate
Operating Income (loss) (13) (25)
Consolidated Operating Income 34,498 48,091
Note 3: Commitments and Contingencies
By agreement with its insurance carriers, the Company has
assumed liability for certain worker's compensation, property
damage and public liability claims. As reported in Note No. 11 to
the Consolidated Financial Statements contained in the Company's
Annual Report for the calendar year ended December 31, 2000
(incorporated by reference into the Company's 10-K filed with the
SEC on March 28, 2001), the outstanding balance on letters of
credit posted to secure the Company's contingent liability under
such claims was $4,000,000 on December 31, 2000. During the third
quarter of 2001, there was no material adverse change in the
Company's contingent liability for these claims from the
information reported in the Company's 2000 Annual Report.
Note 4: Merger Agreement
On August 22, 2001, in a joint press statement with Roadway,
the Company announced that the Board had authorized execution of a
definitive Merger Agreement with Roadway, subject, nevertheless, to
the approval of the Company's shareholders. The net effect of the
merger, if approved by shareholders, is that all issued and
outstanding shares of the Company will be exchanged for $21.75 per
share in cash and Arnold Industries, Inc. will merge with and into
a wholly-owned subsidiary of Roadway. A special meeting of Company
shareholders is scheduled for November 20, 2001. It is anticipated
that the merger would be consummated on or about November 30, 2001,
in the event of shareholder approval. In addition, on October 17,
2001, Roadway announced that it entered into an agreement with
E. H. Arnold, Chief Executive Officer of Arnold Industries, Inc.,
for the sale of Arnold Industries' logistics operations to E. H.
Arnold and Arnold Logistics, Inc., for $105 million in cash. The
transaction is subject to regulatory approval and the completion of
Roadway's acquisition of Arnold Industries.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
General:
Operating Revenues on a consolidated basis for the third
quarter of 2001 were $110,681,130, a decrease of $4,628,063 or 4%
over Operating Revenues for 2000's third quarter. For the same
period, Operating Expenses increased $1,244,997, or 1%; Income
before Income Taxes decreased $6,926,399, a decrease of 44%; and
Net Income decreased $4,344,362, or 44%. Earnings Per Share-Basic
for the third quarter of 2001 decreased as compared to the third
quarter of 2000 from $.40 per share to $.22 per share, a decrease
of 45%. Basic earnings per share for the third quarter of 2001
were $.25 before special pre-tax charges of $1,124,797 related to
the acquisition of the Company by Roadway Corporation ("Roadway").
Operating Income on a consolidated basis decreased during the third
quarter of 2001 relative to the comparable period of 2000.
Operating Income decreased by $5,873,060 from $15,825,315 to
$9,952,255, a decrease of 37%.
The Company's combined Operating Revenues for the nine months
ended September 30, 2001, were $335,789,117, a decrease of
$11,692,682, or 3% over the comparable nine-month period in 2000.
For the same period, Operating Expenses increased $1,900,407, or
1%. Operating Income decreased during the nine-month period, from
$48,091,300 in 2000 to $34,498,211 in 2001, or a 28% decrease.
Income Before Income Taxes decreased by $13,785,916, a decrease of
29%; and Net Income also decreased by $8,490,755, a decrease of
29%. Earnings Per Share-Basic decreased by $.35 a share from $1.21
for the first nine months of 2000 to $.86 for the first nine months
of 2001. Basic earnings per share for the first nine months of
2001 were $.89 before special pre-tax charges of $1,285,796 related
to the acquisition by Roadway.
On August 22, 2001, in a joint press statement with Roadway,
the Company announced that the Board had authorized execution of a
definitive Merger Agreement with Roadway, subject, nevertheless, to
the approval of the Company's shareholders. The net effect of the
merger, if approved by shareholders, is that all issued and
outstanding shares of the Company will be exchanged for $21.75 per
share in cash and Arnold Industries, Inc. will merge with and into
a wholly-owned subsidiary of Roadway. A special meeting of Company
shareholders is scheduled for November 20, 2001. It is anticipated
that the merger would be consummated on or about November 30, 2001,
in the event of shareholder approval. In addition, on October 17,
2001, Roadway announced that it entered into an agreement with
E. H. Arnold, Chief Executive Officer of Arnold Industries, Inc.,
for the sale of Arnold Industries' logistics operations to E. H.
Arnold and Arnold Logistics, Inc., for $105 million in cash. The
transaction is subject to regulatory approval and the completion of
Roadway's acquisition of Arnold Industries.
The merger of Arnold Industries with and into a subsidiary of
Roadway, and the subsequent sale of Arnold Logistics by Roadway,
means that the Company will cease to be independently owned by its
current group of shareholders. As the sole shareholder of Arnold
Industries, Roadway has publicly stated that it intends to operate
New Penn Motor Express, Inc. ("New Penn") and Arnold Transportation
Services, Inc. ("ATS") independently under their own brand names
and that each company's management team and headquarters location
will remain the same. Accordingly, although current management can
speak to the past and present with respect to Company operations,
any analysis of future trends and prospects must necessarily be
viewed in light of the pending transaction and the inevitable
changes that a merger would entail. In the event that a merger is
not consummated for whatever reason, then current management's
discussion and analysis of future trends would again be relevant to
investment decisions in the Company.
Management believes that the results of the Company's
operations during the third quarter of 2001 reflect the softening
of the U.S. economy as a whole, as well as certain impediments to
transportation resulting from the events of September 11. The
softening of the U.S. economy is well documented in recent weeks
and is evidenced by a marked decline in the manufacture, shipment
and sale of goods. All three segments of the Company's operations,
LTL, TL and fulfillment/logistics, were impacted by the decline.
The declines in revenues experienced at both New Penn, the
Company's less-than-truckload carrier, and at ATS, the Company's
truckload carrier, appear to be in line with the declines
experienced across the trucking industry. Management does not
believe that market share has been lost in the current downturn,
but does believe that the overall market has contracted due to
current economic conditions. When and how that market will expand
again is beyond management's ability to predict.
New Penn Motor Express, Inc.:
New Penn experienced an 11% decline in revenues over the
revenues generated during the third quarter of 2000. Operating
income decreased 41% over the comparable period of 2000, as the
operating ratio deteriorated from 79.4 to 86.3.
A comparison of results for the first nine months of 2001
against the first nine months of 2000 reflects that New Penn
experienced an 8% decline in Operating Revenues; Expenses decreased
by 2% over the comparable period of 2000; and Operating Income
declined by 33% over the prior period.
Although the results were not up to the level that management
has come to expect from New Penn, New Penn's third quarter
operations were as good as could be expected under the
circumstances. With fewer goods being produced and shipped,
overall tonnage at New Penn was down by 15%. At the same time,
many costs are at fixed levels and are not easily reduced.
Terminal capacity is one such cost. Employee expense, while
remaining high, has been controlled through attrition without the
need for major lay-offs. Management is making every effort to
control costs, while at the same time spending the time and energy
necessary to make the company more efficient in today's competitive
environment.
In addition to the softening of the U.S. economy generally,
New Penn faced the added difficulty of making pick-ups and
deliveries in and around New York City after the events of
September 11. Traffic disruptions resulting from bridge and tunnel
closures, as well as heightened security checks, have increased
costs of operations in the New York City metropolitan area, a prime
market for New Penn comprising roughly 10% of its business.
Management anticipates that bridge and tunnel closures will be
discontinued in coming months, and that security checks, while
continuing, will become more efficient and less time-consuming in
the future. Accordingly, although carrier service in the New York
City area is unlikely to return to the ease of operation enjoyed
before September 11, management does not believe that the changes
will materially affect the on-going business prospects of New Penn.
Total shipments, tonnage and miles logged on all shipments
completed by New Penn during the third quarter of 2001 in
comparison to the third quarter of 2000 are as follows:
Third Quarter Ended September 30,
2001 2000
Total Shipments 466,193 528,318
Total Tonnage 242,926 285,153
Total Miles 12,472,536 13,364,845
Arnold Transportation Services, Inc.:
ATS experienced a 3% decline in Operating Revenues and
Operating Income decreased 49% during the third quarter of 2001
over the third quarter of 2000.
ATS experienced a 5% decline in Operating Revenues during the
first nine months of 2001 over the revenues generated during the
first nine months of 2000; Expenses declined by 3% over the
comparable period of 2000; and Operating Income declined 35% over
the prior period.
As a truckload carrier, ATS enjoys a somewhat more stable
shipping environment than a typical LTL carrier is likely to enjoy,
due to fixed contracts and standardized delivery schedules.
Nevertheless, ATS did experience a decline in tonnage during the
third quarter of 2001, reflecting a general decline in output and
sales at major national manufacturers and retailers.
Total shipments and miles logged on shipments completed by
Arnold Transportation during the third quarter of 2001 in
comparison to the third quarter of 2000 are as follows:
Third Quarter Ended September 30,
2001 2000
Total Shipments 89,831 81,527
Total Miles 31,708 31,996
Arnold Logistics:
Arnold Logistics ("ARLO"), a division of ATS that conducts a
fulfillment and logistics business, increased revenues 31% beyond
the revenue gains of the prior year's third quarter. Operating
income increased 8% compared to the third quarter 2000. Margins
deteriorated, however, as the quarter included substantial start-up
costs for new fulfillment projects. The acquisition of National
Corporate Marketing ("NCM") of Irving, TX, completed on October 2,
2000, favorably impacted Third Quarter comparisons. NCM provides
fulfillment, distribution, direct mail and printing services.
ARLO's management continues to focus on consolidating new
fulfillment business generated over the last year.
A comparison of results for the first nine months of 2001
against the first nine months of 2000 reflects that ARLO
experienced a 27% increase in Operating Revenues; Expenses
increased by 29% over the comparable period of 2000; and Operating
Income increased by 11% over the prior period.
Working Capital; Property and Equipment:
Arnold Industries' working capital at the end of the Third
Quarter of 2001 was $78,655,925. This represents an increase of
$6,632,097 or 9% from the working capital at the end of the
previous quarter in 2001. The increase in working capital reflects
the Company's continuing revenue and income streams while at the
same time winding down and/or completing capital expansion and
acquisition projects initiated in prior years, particularly at ATS
and ARLO. ATS significantly updated its fleet in recent years and
has sufficient capacity with its current fleet to meet anticipated
demand. ARLO completed its Lancaster, PA, warehouse project in the
second and third quarters of 2000, and currently is not building
additional warehouse space.
The Company's investment in Property and Equipment (Less
Accumulated Depreciation) as of the end of the third quarter of
2001 stood at $232,591,031. This figure represents a decrease from
June 30, 2001, of $4,689,314, or 2%, reflecting depreciation and
asset sales. Funding for future acquisitions of Property and
Equipment will likely be accomplished through the use of cash
generated from current operating and investment activities,
supplemented, when necessary, by short or long-term financing.
Management continues to seek opportunities for profitable expansion
of the Company.
Cash provided by Operating Activities decreased by $9,294,883
from $56,830,679 in 2000 $47,535,796 in 2001 principally related to
the decline in net income offset by a reduction in accounts
receivable. Cash Used in Investing Activities increased to
$30,983,184 in 2001 related primarily to purchases of investments
and investment in property, plant, and equipment. Cash used in
Financing Activities decreased $11,210,246 principally related to a
decrease in short-term debt payments.
On October 30, 2001, the Company announced its quarterly cash
dividend of $.11 per share, payable November 29, 2001, to
stockholders of record on November 15, 2001.
Cautionary Remarks as to Forward-Looking Statements:
The nature of the Company's operations subject it to
changing economic, competitive, regulatory and technological
conditions, risks and uncertainties. In accordance with the "safe
harbor" provisions of the Private Securities Litigation Reform Act
of 1995, the Company cautions that there are important factors
which, among others, could cause future results to differ
materially from the forward-looking statements about our management
confidence and strategies for performance; expectations for new and
existing technologies and opportunities; and expectations for
market segment and industry growth. These factors include, but are
not limited to: (1) changes in the business environment in which
the Company operates, including licensing restrictions, interest
rates and capital costs; (2) changes in governmental law and
regulations, including taxes; (3) market and competitive changes,
including market demand and acceptance for new services and
technologies; and (4) other risk factors specifically
identified from time to time in Company releases and disclosure
documents, including SEC reports and the annual proxy solicitation
and report to stockholders. The Company will update forward-
looking statements as required by law.
Item 3. Quantitative and Qualitative Disclosures About
Market Risk.
Neither the Company nor any of its subsidiaries, including
Maris, Inc., own derivative financial instruments. Accordingly,
the Company has no exposure to sudden changes in the financial and
commodities markets and the impact that those changes may have on
the value of market risk sensitive derivative securities. Maris,
Inc., however, does own certain market risk sensitive instruments,
including money market funds, time deposits, tax-free bonds and
other like instruments. The Company believes that the risk
inherent in owning these types of investments is no greater than
the market risk of owning any security traded on various exchanges
in the United States and elsewhere.
Item 4. Matters Brought to a Vote of Shareholders.
No matters were brought to a vote of the shareholders during
the third quarter of 2001.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) The Company made a filing on Form 8-K on August 22,
2001. The filing reported execution of a definitive Merger
Agreement between the Company and Roadway Corporation, which
Agreement was executed on August 21, 2001.
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.
ARNOLD INDUSTRIES, INC.
(Registrant)
Date: November 8, 2001 By /s/ Heath L. Allen
Heath L. Allen, Secretary
Date: November 8, 2001 By /s/ Ronald E. Walborn
Ronald E. Walborn, Treasurer