UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 June 30, 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 1-871
BUCYRUS INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 39-0188050
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
P. O. BOX 500
1100 MILWAUKEE AVENUE
SOUTH MILWAUKEE, WISCONSIN
53172
(Address of Principal Executive Offices)
(Zip Code)
(414) 768-4000
(Registrant's Telephone Number, Including Area Code)
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 by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
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 August 10, 1998
Common Stock, $.01 par value 1,438,100
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
INDEX
Page No.
Part I. FINANCIAL INFORMATION:
Item 1 - Financial Statements (Unaudited)
Consolidated Condensed Statements of Operations -
Quarters and six months ended June 30, 1998
and 1997 4
Consolidated Condensed Statements of Comprehensive
Income (Loss) - Quarters and six months ended
June 30, 1998 and 1997 5
Consolidated Condensed Balance Sheets -
June 30, 1998 and December 31, 1997 6-7
Consolidated Condensed Statements of Cash Flows -
Six months ended June 30, 1998 and 1997 8-9
Notes to Consolidated Condensed Financial
Statements 10-24
Item 2 - Management's Discussion and Analysis
of Financial Condition and Results
of Operations 25-30
Part II. OTHER INFORMATION:
Item 1 - Legal Proceedings 31
Item 6 - Exhibits and Reports on Form 8-K 31
Signature Page 32
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 1 - FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Dollars In Thousands, Except Per Share Amounts)
Quarter Ended June 30, Six Months Ended June 30,
1998 1997 1998 1997
(Predecessor) (Predecessor)
Revenues:
Net sales $ 80,041 $ 83,876 $ 153,741 $ 143,762
Other income 281 351 516 615
__________ __________ __________ __________
80,322 84,227 154,257 144,377
__________ __________ __________ __________
Costs and Expenses:
Cost of products sold 63,538 68,256 130,119 116,261
Product development, selling,
administrative and
miscellaneous expenses 11,475 9,692 23,648 18,345
Interest expense 4,735 2,042 9,204 3,956
__________ __________ __________ __________
79,748 79,990 162,971 138,562
__________ __________ __________ __________
Earnings (loss) before
income taxes 574 4,237 (8,714) 5,815
Income taxes 867 1,729 648 2,392
__________ __________ __________ __________
Net earnings (loss) $ (293) $ 2,508 $ (9,362) $ 3,423
Net earnings (loss) per share
of common stock:
Basic $ (.20) $ .24 $ (6.53) $ .33
Diluted $ (.20) $ .24 $ (6.53) $ .33
<FN>
See notes to consolidated condensed financial statements.
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 1 - FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Dollars in Thousands)
Quarter Ended June 30, Six Months Ended June 30,
1998 1997 1998 1997
(Predecessor) (Predecessor)
Net earnings (loss) $ (293) $ 2,508 $ (9,362) $ 3,423
Other comprehensive income
(loss) - foreign currency
translation adjustments,
net of income taxes (4,209) (529) (4,590) (237)
__________ __________ __________ __________
Comprehensive income (loss) $ (4,502) $ 1,979 $ (13,952) $ 3,186
<FN>
See notes to consolidated condensed financial statements.
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 1 - FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars In Thousands, Except Per Share Amounts)
June 30, December 31, June 30, December 31,
1998 1997 1998 1997
ASSETS LIABILITIES AND COMMON
CURRENT ASSETS: SHAREHOLDERS' INVESTMENT
Cash and cash CURRENT LIABILITIES:
equivalents $ 19,484 $ 15,071 Accounts payable and
Receivables 58,689 49,443 accrued expenses $ 50,610 $ 51,906
Inventories 108,020 115,015 Liabilities to customers
Prepaid expenses and on uncompleted contracts
other current assets 5,122 4,496 and warranties 14,833 8,316
________ ________ Income taxes 2,549 2,070
Short-term obligations 433 583
Total Current Assets 191,315 184,025 Current maturities of
long-term debt 427 267
OTHER ASSETS: ________ ________
Restricted funds Total Current
on deposit 383 1,056 Liabilities 68,852 63,142
Goodwill 66,616 65,929
Intangible assets - net 43,684 44,796 LONG-TERM LIABILITIES:
Other assets 12,408 12,677 Liabilities to customers on
________ ________ uncompleted contracts
and warranties 3,567 3,850
123,091 124,458 Postretirement benefits 15,119 14,665
Deferred expenses
PROPERTY, PLANT AND EQUIPMENT: and other 15,668 17,585
Cost 106,901 99,339 ________ ________
Less accumulated
depreciation (6,464) (1,715) 34,354 36,100
________ ________ LONG-TERM DEBT, less
current maturities 192,556 174,612
100,437 97,624
COMMON SHAREHOLDERS' INVESTMENT:
Common stock - par value
$.01 per share, authorized
1,600,000 shares, issued and
outstanding 1,438,100 shares
at June 30, 1998; authorized
1,000 shares, issued and
outstanding 1,000 shares
at December 31, 1997 14 -
Additional paid-in capital $143,796 $143,030
Accumulated deficit (16,520) (7,158)
Cumulative translation
adjustment (8,209) (3,619)
________ ________
119,081 132,253
________ ________ ________ ________
$414,843 $406,107 $414,843 $406,107
<FN>
See notes to consolidated condensed financial statements.
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 1 - FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars In Thousands)
Six Months Ended June 30,
1998 1997
(Predecessor)
Net Cash Used In Operating Activities $ (8,549) $ (10,516)
__________ __________
Cash Flows From Investing Activities
Decrease in restricted funds on deposit 673 -
Purchases of property, plant
and equipment (6,724) (2,433)
Proceeds from sale of property, plant
and equipment 1,188 34
Purchase of Von's Welding, Inc., net
of cash acquired - (818)
__________ __________
Net cash used in investing activities (4,863) (3,217)
__________ __________
Cash Flows From Financing Activities
Proceeds from issuance of project
financing obligations - 5,672
Net increase in long-term debt and
other bank borrowings 17,954 3,673
Proceeds from issuance of common
stock 780 -
__________ __________
Net cash provided by financing
activities 18,734 9,345
__________ __________
Effect of exchange rate
changes on cash (909) (25)
__________ __________
Net increase (decrease) in
cash and cash equivalents 4,413 (4,413)
Cash and cash equivalents at
beginning of period 15,071 15,763
__________ __________
Cash and cash equivalents at
end of period $ 19,484 $ 11,350
Supplemental Disclosures of Cash Flow Information
1998 1997
Cash paid during the period for:
Interest $ 8,763 $ 334
Income taxes - net of refunds 142 839
Supplemental Schedule of Noncash Investing and Financing Activities
In 1997, the Company purchased all of the common stock of Von's Welding, Inc.
In conjunction with the acquisition, liabilities were assumed as follows:
1997
Fair value of assets acquired $ 1,956
Purchase of common stock 885
Liabilities assumed $ 1,071
See notes to consolidated condensed financial statements.
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 1 - FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. In the opinion of Bucyrus International, Inc. (the "Company"), the
consolidated condensed financial statements contain all adjustments
(consisting of normal recurring accruals) necessary to present fairly the
financial results for the interim periods. Certain items are included in
these statements based on estimates for the entire year.
2. Certain notes and other information have been condensed or omitted from
these interim consolidated condensed financial statements. Therefore,
these statements should be read in conjunction with the Company's 1997
Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 30, 1998.
3. On August 21, 1997, the Company entered into an Agreement and Plan of
Merger (the "AIP Agreement") with American Industrial Partners
Acquisition Company, LLC ("AIPAC"), which is wholly-owned by American
Industrial Partners Capital Fund II, L.P. ("AIP"), and Bucyrus
Acquisition Corp. ("BAC"), a wholly-owned subsidiary of AIPAC. On
August 26, 1997, pursuant to the AIP Agreement, BAC commenced an offer to
purchase for cash 100% of the outstanding shares of common stock of the
Company at a price of $18.00 per share (the "AIP Tender Offer").
Consummation of the AIP Tender Offer occurred on September 24, 1997, and
BAC was merged with and into the Company on September 26, 1997 (the "AIP
Merger"). The Company was the surviving entity in the AIP Merger and is
currently wholly-owned by AIPAC. The purchase of all of the Company's
outstanding shares of common stock by AIPAC resulted in a change in
control of voting interest.
The consolidated condensed financial statements as of June 30, 1998 and
December 31, 1997 and for the quarter and six months ended June 30, 1998
were prepared under a basis of accounting that reflects the fair value of
the assets acquired and liabilities assumed, and the related expenses and
all debt incurred in connection with the acquisition of the Company by
AIPAC. The Predecessor consolidated condensed financial statements for
the quarter and six months ended June 30, 1997 were prepared using the
Company's previous basis of accounting which was based on the principles
of fresh start reporting adopted in 1994 upon emergence from bankruptcy.
Accordingly, the consolidated condensed financial statements for periods
subsequent to the date of the consummation of the AIP Tender Offer are
not comparable to the consolidated condensed financial statements of the
Predecessor.
On August 26, 1997, the Company consummated the acquisition (the "Marion
Acquisition") of certain assets and liabilities of The Marion Power
Shovel Company, a subsidiary of Global Industrial Technologies, Inc.
("Global"), and of certain subsidiaries and divisions of Global that
represented Global's surface mining equipment business in Australia,
Canada and South Africa (collectively referred to herein as "Marion").
The acquisition of Marion by the Company was accounted for as a purchase
and, accordingly, the assets acquired and liabilities assumed by the
Company were recorded at their estimated fair values.
4. Inventories consist of the following:
June 30, December 31,
1998 1997
(Dollars in Thousands)
Raw materials and parts $ 16,078 $ 14,896
Costs relating to
uncompleted contracts 10,700 4,861
Customers' advances offset
against costs incurred on
uncompleted contracts (6,795) (2,976)
Work in process 20,394 21,238
Finished products (primarily
replacement parts) 67,643 76,996
$108,020 $115,015
In connection with the acquisition of the Company by AIPAC, inventories
were adjusted to estimated fair value. This adjustment was charged to
cost of products sold as the inventory was sold. At December 31, 1997,
the remaining estimated fair value adjustment included in inventory was
$6,925,000, all of which was charged to cost of products sold during the
quarter ended March 31, 1998.
5. On March 17, 1998, the Company's Board of Directors authorized a stock
split which increased the number of authorized shares of common stock of
the Company to 1,600,000 shares. Simultaneous with this authorization,
AIPAC cancelled 9.976% of its interest in its 1,000 shares of common
stock of the Company and received 1,430,300 shares for its remaining
interest (the "Stock Split"). Also on this date, certain members of
management of the Company purchased 7,800 shares of common stock of the
Company which increased the number of issued and outstanding common
shares to 1,438,100.
6. Basic net earnings (loss) per share of common stock were computed by
dividing net earnings (loss) by the weighted average number of shares of
common stock outstanding. Diluted net earnings (loss) per share of
common stock were calculated after giving effect to dilutive securities.
The following is a reconciliation of the numerators and the denominators
of the basic and diluted net earnings (loss) per share of common stock
calculations:
Quarters Ended June 30, Six Months Ended June 30,
1998 1997 1998 1997
(Predecessor) (Predecessor)
(Dollars in Thousands, Except
Per Share Amounts)
Basic
Net earnings (loss) $ (293) $ 2,508 $ (9,362) $ 3,423
Weighted average
shares outstanding 1,438,100 10,267,907 1,434,868 10,255,200
Net earnings (loss)
per share $ (.20) $ .24 $ (6.53) $ .33
Diluted
Net earnings (loss) $ (293) $ 2,508 $ (9,362) $ 3,423
Weighted average shares
outstanding - basic 1,438,100 10,267,907 1,434,868 10,255,200
Effect of dilutive
securities - stock
options, stock
appreciation rights
and restricted stock - 139,466 - 90,193
Weighted average shares
outstanding - diluted 1,438,100 10,407,373 1,434,868 10,345,393
Net earnings (loss)
per share $ (.20) $ .24 $ (6.53) $ .33
7. In June, 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"). SFAS 133 establishes
accounting and reporting standards requiring that every derivative
instrument (including certain derivative instruments embedded in other
contracts) be recorded in the balance sheet as either an asset or
liability measured at its fair value. SFAS 133 requires that changes in
the derivative's fair value be recognized currently in earnings unless
specific hedge accounting criteria are met. Special accounting for
qualifying hedges allows a derivative's gains and losses to offset
related results on the hedged item in the income statement, and requires
that the Company must formally document, designate and assess the
effectiveness of transactions that receive hedge accounting.
SFAS 133 is effective for fiscal years beginning after June 15, 1999.
The Company may also implement SFAS 133 as of the beginning of any fiscal
quarter after issuance (that is, fiscal quarters beginning June 16, 1998
and thereafter). SFAS 133 cannot be applied retroactively. SFAS 133
must be applied to (a) derivative instruments and (b) certain derivative
instruments embedded in hybrid contracts that were issued, acquired, or
substantively modified after December 31, 1997 (and, at the Company's
election, before January 1, 1998).
The Company has not yet quantified the effects of adopting SFAS 133 on
its consolidated financial statements and has not determined the timing
of or method of adoption of SFAS 133.
The Company will also be required to adopt Statement of Position
No. 98-1, "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use" ("SOP 98-1") no later than January 1, 1999.
The Company is currently reviewing its accounting for costs of computer
software developed or obtained for internal use for compliance with the
guidelines established in the SOP.
8. On September 23, 1997, Minserco, a wholly-owned subsidiary of the
Company, was found liable to BR West Enterprises, Inc. d/b/a West Machine
and Tool Works ("West") in litigation pending in the United States
District Court for the Eastern District of Texas (the "Texas Court"), for
damages claimed with regard to an alleged joint venture agreement (the
"Minserco Litigation"). On October 29, 1997, a final judgment was
entered in the approximate amount of $4,300,000, including attorney's
fees and costs. Minserco strongly disputed the Findings of Fact and
Conclusions of Law entered by the Texas Court and had appealed the case
to the United States Court of Appeals for the Fifth Circuit. On
November 5, 1997, the Company was sued by West in the Texas Court on
substantially similar grounds asserted in the Minserco Litigation in an
apparent attempt to hold the Company liable for the damages awarded to
West in the Minserco Litigation. On June 19, 1998, the Company and
Minserco settled the Minserco Litigation, and all claims against either
the Company or Minserco were dismissed with prejudice.
During the three months ended June 30, 1998, the Company refined the
preliminary purchase price allocation to reflect this settlement as well
as other minor items resulting from the acquisition by AIPAC.
9. The Company's payment obligations under its 9-3/4% Senior Notes due 2007
(the "Senior Notes") are guaranteed by certain of the Company's wholly-
owned subsidiaries (the "Guarantor Subsidiaries"). Such guarantees are
full, unconditional and joint and several. Separate financial statements
of the Guarantor Subsidiaries are not presented because the Company's
management has determined that they would not be material to investors.
The following supplemental financial information sets forth, on an
unconsolidated basis, statement of operations, balance sheet and
statement of cash flow information for the Company (the "Parent
Company"), for the Guarantor Subsidiaries and for the Company's non-
guarantor subsidiaries (the "Other Subsidiaries"). The supplemental
financial information reflects the investments of the Company in the
Guarantor and Other Subsidiaries using the equity method of accounting.
Parent Company amounts for net earnings (loss) and common shareholders'
investment differ from consolidated amounts as intercompany profit in
subsidiary inventory has not been eliminated in the Parent Company
statement but has been eliminated in the Consolidated Totals.
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Statements of Operations
Quarter Ended June 30, 1998
(Dollars in Thousands)
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
Revenues:
Net sales $ 49,117 $ 8,011 $ 36,231 $(13,318) $ 80,041
Other income 779 - 214 (712) 281
________ ________ ________ ________ ________
49,896 8,011 36,445 (14,030) 80,322
________ ________ ________ ________ ________
Costs and Expenses:
Cost of products sold 40,012 6,816 29,628 (12,918) 63,538
Product development,
selling, administrative
and miscellaneous
expenses 6,609 777 4,089 - 11,475
Interest expense 4,636 129 682 (712) 4,735
________ ________ ________ ________ ________
51,257 7,722 34,399 (13,630) 79,748
________ ________ ________ ________ ________
Earnings (loss) before
income taxes and
equity in net earnings of
consolidated subsidiaries (1,361) 289 2,046 (400) 574
Income taxes 17 115 735 - 867
________ ________ ________ ________ ________
Earnings (loss) before
equity in net earnings of
consolidated subsidiaries (1,378) 174 1,311 (400) (293)
Equity in net earnings of
consolidated subsidiaries 1,485 - - (1,485) -
________ ________ ________ ________ ________
Net earnings (loss) $ 107 $ 174 $ 1,311 $ (1,885) $ (293)
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Statements of Operations
Quarter Ended June 30, 1997 - Predecessor
(Dollars in Thousands)
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
Revenues:
Net sales $ 53,336 $ 8,433 $ 31,500 $ (9,393) $ 83,876
Other income 507 1 84 (241) 351
________ ________ ________ ________ ________
53,843 8,434 31,584 (9,634) 84,227
________ ________ ________ ________ ________
Costs and Expenses:
Cost of products sold 45,591 7,106 24,820 (9,261) 68,256
Product development,
selling, administrative
and miscellaneous
expenses 5,340 798 3,534 20 9,692
Interest expense 1,916 84 283 (241) 2,042
________ ________ ________ ________ ________
52,847 7,988 28,637 (9,482) 79,990
________ ________ ________ ________ ________
Earnings before income
taxes and equity in
net earnings of
consolidated subsidiaries 996 446 2,947 (152) 4,237
Income taxes 493 173 1,063 - 1,729
________ ________ ________ ________ ________
Earnings before equity
in net earnings of
consolidated subsidiaries 503 273 1,884 (152) 2,508
Equity in net earnings of
consolidated subsidiaries 2,157 - - (2,157) -
________ ________ ________ ________ ________
Net earnings $ 2,660 $ 273 $ 1,884 $ (2,309) $ 2,508
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Statements of Operations
Six Months Ended June 30, 1998
(Dollars in Thousands)
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
Revenues:
Net sales $ 93,871 $ 16,175 $ 69,534 $(25,839) $153,741
Other income 1,529 1 414 (1,428) 516
________ ________ ________ ________ ________
95,400 16,176 69,948 (27,267) 154,257
________ ________ ________ ________ ________
Costs and Expenses:
Cost of products sold 81,965 14,196 59,247 (25,289) 130,119
Product development,
selling, administrative
and miscellaneous
expenses 13,925 1,551 8,172 - 23,648
Interest expense 9,011 249 1,372 (1,428) 9,204
________ ________ ________ ________ ________
104,901 15,996 68,791 (26,717) 162,971
________ ________ ________ ________ ________
Earnings (loss) before
income taxes and
equity in net earnings of
consolidated subsidiaries (9,501) 180 1,157 (550) (8,714)
Income taxes 198 72 378 - 648
________ ________ ________ ________ ________
Earnings (loss) before
equity in net earnings of
consolidated subsidiaries (9,699) 108 779 (550) (9,362)
Equity in net earnings of
consolidated subsidiaries 887 - - (887) -
________ ________ ________ ________ ________
Net earnings (loss) $ (8,812) $ 108 $ 779 $ (1,437) $ (9,362)
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Statements of Operations
Six Months Ended June 30, 1997 - Predecessor
(Dollars in Thousands)
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
Revenues:
Net sales $ 87,590 $ 16,591 $ 55,812 $(16,231) $143,762
Other income 922 1 168 (476) 615
________ ________ ________ ________ ________
88,512 16,592 55,980 (16,707) 144,377
________ ________ ________ ________ ________
Costs and Expenses:
Cost of products sold 74,144 14,004 44,269 (16,156) 116,261
Product development,
selling, administrative
and miscellaneous
expenses 10,302 1,312 6,709 22 18,345
Interest expense 3,775 159 498 (476) 3,956
________ ________ ________ ________ ________
88,221 15,475 51,476 (16,610) 138,562
________ ________ ________ ________ ________
Earnings before income
taxes and equity
in net earnings of
consolidated subsidiaries 291 1,117 4,504 (97) 5,815
Income taxes 363 435 1,594 - 2,392
________ ________ ________ ________ ________
Earnings (loss) before
equity in net earnings of
consolidated subsidiaries (72) 682 2,910 (97) 3,423
Equity in net earnings of
consolidated subsidiaries 3,592 - - (3,592) -
________ ________ ________ ________ ________
Net earnings $ 3,520 $ 682 $ 2,910 $ (3,689) $ 3,423
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Balance Sheets
June 30, 1998
(Dollars in Thousands)
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
ASSETS
CURRENT ASSETS:
Cash and cash
equivalents $ - $ 27 $ 19,457 $ - $ 19,484
Receivables 34,184 4,205 20,300 - 58,689
Intercompany receivables 56,120 1,873 955 (58,948) -
Inventories 68,021 1,919 38,183 (103) 108,020
Prepaid expenses and
other current assets 640 331 4,151 - 5,122
________ ________ ________ ________ ________
Total Current Assets 158,965 8,355 83,046 (59,051) 191,315
OTHER ASSETS:
Restricted funds on deposit - - 383 - 383
Goodwill 66,616 - - - 66,616
Intangible assets - net 43,505 179 - - 43,684
Other assets 9,796 - 2,612 - 12,408
Investment in
subsidiaries 31,282 - - (31,282) -
________ ________ ________ ________ ________
151,199 179 2,995 (31,282) 123,091
PROPERTY, PLANT AND
EQUIPMENT - net 85,097 4,836 10,504 - 100,437
________ ________ ________ ________ ________
$395,261 $ 13,370 $ 96,545 $(90,333) $414,843
LIABILITIES AND COMMON
SHAREHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Accounts payable and
accrued expenses $ 36,617 $ 2,441 $ 11,674 $ (122) $ 50,610
Intercompany payables - 9,381 46,090 (55,471) -
Liabilities to customers
on uncompleted contracts
and warranties 13,396 450 987 - 14,833
Income taxes 376 10 2,163 - 2,549
Short-term obligations 433 - - - 433
Current maturities of
long-term debt 161 - 266 - 427
________ ________ ________ ________ ________
Total Current
Liabilities 50,983 12,282 61,180 (55,593) 68,852
LONG-TERM LIABILITIES:
Liabilities to customers
on uncompleted contracts
and warranties 2,992 - 575 - 3,567
Postretirement benefits 14,553 - 566 - 15,119
Deferred expenses and
other 13,905 276 1,487 - 15,668
________ ________ ________ ________ ________
31,450 276 2,628 - 34,354
LONG-TERM DEBT, less
current maturities 190,289 - 2,267 - 192,556
COMMON SHAREHOLDERS'
INVESTMENT 122,539 812 30,470 (34,740) 119,081
________ ________ ________ ________ ________
$395,261 $ 13,370 $ 96,545 $(90,333) $414,843
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Balance Sheets
December 31, 1997
(Dollars in Thousands)
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
ASSETS
CURRENT ASSETS:
Cash and cash
equivalents $ - $ 103 $ 14,968 $ - $ 15,071
Receivables 27,583 3,695 18,856 (691) 49,443
Intercompany receivables 53,751 1,763 847 (56,361) -
Inventories 67,958 1,890 46,888 (1,721) 115,015
Prepaid expenses and
other current assets 978 354 3,164 - 4,496
________ ________ ________ ________ ________
Total Current Assets 150,270 7,805 84,723 (58,773) 184,025
OTHER ASSETS:
Restricted funds on deposit - - 1,056 - 1,056
Goodwill 65,929 - - - 65,929
Intangible assets - net 44,570 226 - - 44,796
Other assets 10,101 33 2,543 - 12,677
Investment in
subsidiaries 34,093 - - (34,093) -
________ ________ ________ ________ ________
154,693 259 3,599 (34,093) 124,458
PROPERTY, PLANT AND
EQUIPMENT - net 83,218 3,563 10,843 - 97,624
________ ________ ________ ________ ________
$388,181 $ 11,627 $ 99,165 $(92,866) $406,107
LIABILITIES AND COMMON
SHAREHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Accounts payable and
accrued expenses $ 38,858 $ 2,362 $ 10,550 $ 136 $ 51,906
Intercompany payables 105 6,042 49,055 (55,202) -
Liabilities to customers
on uncompleted contracts
and warranties 7,086 31 1,199 - 8,316
Income taxes 359 59 1,652 - 2,070
Short-term obligations 409 - 174 - 583
Current maturities of
long-term debt - - 267 - 267
________ ________ ________ ________ ________
Total Current
Liabilities 46,817 8,494 62,897 (55,066) 63,142
LONG-TERM LIABILITIES:
Liabilities to customers
on uncompleted contracts
and warranties 3,270 - 580 - 3,850
Postretirement benefits 14,099 - 566 - 14,665
Deferred expenses and
other 15,820 412 1,353 - 17,585
________ ________ ________ ________ ________
33,189 412 2,499 - 36,100
LONG-TERM DEBT, less
current maturities 172,215 - 2,397 - 174,612
COMMON SHAREHOLDERS'
INVESTMENT 135,960 2,721 31,372 (37,800) 132,253
________ ________ ________ ________ ________
$388,181 $ 11,627 $ 99,165 $(92,866) $406,107
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Statements of Cash Flows
Six Months Ended June 30, 1998
(Dollars in Thousands)
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
Net Cash Used In
Operating Activities $(14,073) $ 1,136 $ 4,388 $ - $ (8,549)
________ ________ ________ ________ ________
Cash Flows From Investing
Activities
Decrease in restricted
funds on deposit - - 673 - 673
Purchases of property,
plant and equipment (4,965) (1,212) (547) - (6,724)
Proceeds from sale of
property, plant and
equipment - - 1,188 - 1,188
________ ________ ________ ________ ________
Net cash provided by
(used in) investing
activities (4,965) (1,212) 1,314 - (4,863)
________ ________ ________ ________ ________
Cash Flows From Financing
Activities
Net increase in long-term
debt and other
bank borrowings 18,258 - (304) - 17,954
Proceeds from issuance
of common stock 780 - - - 780
________ ________ ________ ________ ________
Net cash provided by
financing activities 19,038 - (304) - 18,734
________ ________ ________ ________ ________
Effect of exchange rate
changes on cash - - (909) - (909)
________ ________ ________ ________ ________
Net increase (decrease)
in cash and cash
equivalents - (76) 4,489 - 4,413
Cash and cash equivalents
at beginning of period - 103 14,968 - 15,071
________ ________ ________ ________ ________
Cash and cash equivalents
at end of period $ - $ 27 $ 19,457 $ - $ 19,484
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Statements of Cash Flows
Six Months Ended June 30, 1997 - Predecessor
(Dollars in Thousands)
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
Net Cash (Used In) Provided
By Operating Activities $ (9,384) $ 356 $ (1,488) $ - $(10,516)
________ ________ ________ ________ ________
Cash Flows From Investing
Activities
Purchases of property,
plant and equipment (560) (126) (1,747) - (2,433)
Proceeds from sale of
property, plant and
equipment 5 - 29 - 34
Purchase of Von's
Welding, Inc., net
of cash acquired (818) - - - (818)
________ ________ ________ ________ ________
Net cash used in
investing activities (1,373) (126) (1,718) - (3,217)
________ ________ ________ ________ ________
Cash Flows From Financing
Activities
Proceeds from issuance
of project financing
obligations 5,672 - - - 5,672
Net increase in long-term
debt and other bank
borrowings 794 - 2,879 - 3,673
________ ________ ________ ________ ________
Net cash provided by
financing activities 6,466 - 2,879 - 9,345
________ ________ ________ ________ ________
Effect of exchange rate
changes on cash - - (25) - (25)
________ ________ ________ ________ ________
Net (decrease) increase
in cash and cash
equivalents (4,291) 230 (352) - (4,413)
Cash and cash equivalents
at beginning of period 9,072 149 6,542 - 15,763
________ ________ ________ ________ ________
Cash and cash equivalents
at end of period $ 4,781 $ 379 $ 6,190 $ - $ 11,350
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following information is provided to assist in the understanding of
Bucyrus International, Inc.'s (the "Company") operations for the quarters and
six months ended June 30, 1998 and 1997.
This Report includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, each as amended. Discussions containing such forward-
looking statements may be found in this section, as well as elsewhere within
this Report. Forward-looking statements include statements regarding the
intent, belief or current expectations of the Company, primarily with respect
to the future operating performance of the Company or related industry
developments. When used in this Report, terms such as "anticipate,"
"believe," "estimate," "expect," "indicate," "may be," "objective," "plan,"
"predict," and "will be" are intended to identify such statements. Readers
are cautioned that any such forward-looking statements are not guarantees of
future performance and involve risks and uncertainties, and that actual
results may differ from those described in the forward-looking statements as a
result of various factors, many of which are beyond the control of the
Company. Forward-looking statements are based upon management's expectations
at the time they are made. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, it
can give no assurance that such expectations will prove to have been correct.
Important factors that could cause actual results to differ materially from
such expectations ("Cautionary Statements") are disclosed in this Report, in
the Company's Annual Report on Form 10-K for the year ended December 31, 1997
under the caption "Item 1. Business," and in the Prospectus contained in the
Registration Statement on Form S-4 filed by the Registrant on November 12,
1997 (Registration No. 333-39359) under the captions "Risk Factors --
Substantial Leverage; Restrictive Loan Covenants," "-- Realization of Benefits
of the Marion Acquisition; Integration of Marion," "-- Cyclical Nature of
Industry; Potential Fluctuations in Operating Results," "-- Foreign
Operations," "-- Competition," "-- Principal Shareholder," "-- Environmental
and Related Matters," and "-- Labor Relations". All subsequent written or
oral forward-looking statements attributable to the Company or persons acting
on behalf of the Company are expressly qualified in their entirety by the
Cautionary Statements.
In connection with the acquisition of the Company by AIPAC and the Marion
Acquisition, the assets and liabilities of the acquired companies have been
adjusted to their estimated fair values. Also, upon emergence from bankruptcy
in 1994, total assets were recorded at their assumed reorganization value,
with the reorganization value allocated to identifiable tangible and
intangible assets on the basis of their estimated fair value, and liabilities
were adjusted to the present values of amounts to be paid where appropriate.
The consolidated financial statements include the related amortization charges
associated with the fair value adjustments.
Liquidity and Capital Resources
Liquidity
Working capital and current ratio are two financial measurements which
provide an indication of the Company's ability to meet its short-term
obligations. These measurements at June 30, 1998 and December 31, 1997 were
as follows:
June 30, December 31,
1998 1997
(Dollars in Thousands)
Working capital $122,463 $120,883
Current ratio 2.8 to 1 2.9 to 1
The Company is presenting below a calculation of earnings (loss) before
interest expense, income taxes, depreciation, amortization, non-cash stock
compensation, (gain) loss on sale of fixed assets and inventory fair value
adjustment charged to cost of products sold ("Adjusted EBITDA"). Since cash
flow from operations is very important to the Company's future, the Adjusted
EBITDA calculation provides a summary review of cash flow performance. In
addition, the Company is required to maintain certain minimum Adjusted EBITDA
levels under its bank credit agreement (see below). The Adjusted EBITDA
calculation is not an alternative to operating income under generally accepted
accounting principles as an indicator of operating performance or to cash
flows as a measure of liquidity. The following table reconciles Earnings
(Loss) Before Income Taxes to Adjusted EBITDA:
Quarter Ended June 30, Six Months Ended June 30,
1998 1997 1998 1997
(Predecessor) (Predecessor)
(Dollars in Thousands)
Earnings (loss)
before income
taxes $ 574 $ 4,237 $ (8,714) $ 5,815
Non-cash expenses:
Depreciation 2,599 1,092 5,099 2,179
Amortization 1,414 267 2,729 534
Non-cash stock
compensation - 210 - 420
(Gain) loss on sale
of fixed assets (12) 1 (35) (4)
Inventory fair
value adjustment
charged to cost
of products
sold - - 6,925 -
Interest expense 4,735 2,042 9,204 3,956
Adjusted EBITDA $ 9,310 $ 7,849 $ 15,208 $ 12,900
The Company entered into a three-year credit agreement with Bank One,
Wisconsin on September 24, 1997 which provides the Company with a $75,000,000
senior secured revolving credit facility (the "Revolving Credit Facility")
with a $25,000,000 sublimit for standby letters of credit. Borrowings under
the Revolving Credit Facility bear interest at variable rates and are subject
to a borrowing base formula based on receivables, inventory and machinery and
equipment. Direct borrowings under the Revolving Credit Facility at June 30,
1998 were $39,400,000 at a weighted average interest rate of 8.5%. The
issuance of standby letters of credit reduces the amount available for direct
borrowings under the Revolving Credit Facility. At June 30, 1998, there were
$3,375,000 of standby letters of credit outstanding under the Revolving Credit
Facility. The Revolving Credit Facility is secured by substantially all of
the assets of the Company, other than real property and 35% of the stock of
its foreign subsidiaries, and is guaranteed by the Guarantor Subsidiaries who
have also pledged substantially all of their assets as security. The amount
available for direct borrowings under the Revolving Credit Facility at
June 30, 1998 was $24,912,500.
The Company has outstanding $150,000,000 of its Senior Notes which were
issued pursuant to an indenture dated as of September 24, 1997 among the
Company, the Guarantors, and Harris Trust and Savings Bank, as Trustee (the
"Senior Notes Indenture"). Interest thereon is payable each March 15 and
September 15.
The Company believes that current levels of cash and liquidity, together
with funds generated by operations and funds available from the Revolving
Credit Facility, will be sufficient to permit the Company to satisfy its debt
service requirements and fund operating activities for the foreseeable future.
The Company is subject to significant business, economic and competitive
uncertainties that are beyond its control. Accordingly, there can be no
assurance that the Company's financial resources will be sufficient for the
Company to satisfy its debt service obligations and fund operating activities
under all circumstances.
Capital Resources
At June 30, 1998, the Company had approximately $2,997,000 of open
capital appropriations. In 1996, a machine shop modernization program began
at the Company's South Milwaukee, Wisconsin manufacturing facility that
involves a $20,000,000 investment in the latest technology in the machine tool
industry. The program is aimed at reduced lead times, quicker turnaround,
reduced in-process inventory and overall cost reduction. The Company has
spent approximately $5,700,000 to date on this program with the remaining
amount to be spent in the next several years.
Capitalization
The long-term debt to equity ratio at June 30, 1998 and December 31, 1997
was 1.6 to 1 and 1.3 to 1, respectively. The long-term debt to total
capitalization ratio at June 30, 1998 and December 31, 1997 was .6 to 1.
Total capitalization is defined as total common shareholders' investment plus
long-term debt plus current maturities of long-term debt and short-term
obligations.
Results Of Operations
Net Sales
Net sales for the quarter and six months ended June 30, 1998 were
$80,041,000 and $153,741,000, respectively, compared with $83,876,000 and
$143,762,000 for the quarter and six months ended June 30, 1997, respectively.
Net sales of repair parts and services for the quarter and six months ended
June 30, 1998 were $57,923,000 and $109,338,000, respectively, which is an
increase of $6,701,000 or 13.1% and $20,724,000 or 23.4% from the quarter and
six months ended June 30, 1997, respectively. Both increases in repair parts
and service net sales were primarily due to the acquisition of Marion as well
as increased activity on maintenance and repair contracts. Net machine sales
for the quarter and six months ended June 30, 1998 were $22,118,000 and
$44,403,000, respectively, which is a decrease of 32.3% and 19.5% from the
quarter and six months ended June 30, 1997, respectively. The decreases were
in both electric mining shovel and blast hole drill volume. As a result of a
decline in copper and coal prices in 1997 from historically high levels, the
demand for machines from these market segments has been low. In addition,
economic and political problems in Asia have negatively impacted demand for
the Company's machines.
Cost of Products Sold
Cost of products sold for the quarter ended June 30, 1998 was $63,538,000
or 79.4% of net sales compared with $68,256,000 or 81.4% of net sales for the
quarter ended June 30, 1997. For the six months ended June 30, 1998, cost of
products sold was $130,119,000 or 84.6% of net sales compared with
$116,261,000 or 80.9% of net sales for the six months ended June 30, 1997.
During the second quarter of 1998, the Company reduced cost of sales by
$1,210,000 as a result of a change in the Company's short-term disability
plan. Included in cost of products sold for the six months ended June 30,
1998 were charges of $6,925,000 recorded in the first quarter of 1998 as a
result of the fair value adjustment to inventory being charged to cost of
products sold as the inventory was sold. The fair value adjustment was made
as a result of the acquisition of the Company by AIPAC. Excluding the effects
of the inventory fair value adjustment, cost of products sold for the six
months ended June 30, 1998 as a percentage of net sales was 80.1%. Also
included in cost of products sold for 1998 was $2,162,000 of additional
depreciation expense as a result of the fair value adjustment to plant and
equipment in connection with the acquisition of the Company by AIPAC.
Product Development, Selling, Administrative and Miscellaneous Expenses
Product development, selling, administrative and miscellaneous expenses
for the quarter ended June 30, 1998 were $11,475,000 or 14.3% of net sales
compared with $9,692,000 or 11.6% of net sales for the quarter ended June 30,
1997. The amounts for the six months ended June 30, 1998 and 1997 were
$23,648,000 or 15.4% of net sales and $18,345,000 or 12.8% of net sales,
respectively. The amounts for the quarter and six months ended June 30, 1998
were reduced by $563,000 as a result of a change in the Company's short-term
disability plan. The dollar increases in 1998 were primarily due to increased
expenses to support the Marion business acquired, and increased non-cash
amortizations of goodwill, intangible assets and financing fees that were
recorded in connection with the acquisition of the Company by AIPAC.
Interest Expense
Interest expense for the quarter and six months ended June 30, 1998 was
$4,735,000 and $9,204,000, respectively, compared with $2,042,000 and
$3,956,000 for the quarter and six months ended June 30, 1997, respectively.
Included in interest expense for the quarter and six months ended June 30,
1998 was $3,615,000 and $7,231,000, respectively, related to the Senior Notes.
Income Taxes
For the quarter and six months ended June 30, 1998 and 1997, income tax
expense consists primarily of foreign taxes at applicable statutory rates.
For United States tax purposes, there were losses for which no income tax
benefit was recorded.
Net Earnings (Loss)
Net loss for the quarter and six months ended June 30, 1998 was $293,000
and $9,362,000, respectively, compared with net earnings of $2,508,000 and
$3,423,000 for the quarter and six months ended June 30, 1997, respectively.
Included in net loss for the six months ended June 30, 1998 was $6,267,000
(net of tax) of the inventory fair value adjustment which was charged to cost
of products sold. Non-cash depreciation and amortization charges for the
quarter and six months ended June 30, 1998 were $4,013,000 and $7,828,000,
respectively, compared with $1,359,000 and $2,713,000, respectively, for the
quarter and six months ended June 30, 1997.
Backlog and New Orders
The Company's consolidated backlog on June 30, 1998 was $197,441,000
compared with $216,021,000 at December 31, 1997 and $215,767,000 at June 30,
1997. Machine backlog at June 30, 1998 was $79,637,000, which is a decrease
of 18.0% from December 31, 1997 and a decrease of 23.2% from June 30, 1997.
There has been a decrease in both electric mining shovel and blast hole drill
backlog. During the second quarter of 1997, the Company executed a contract
with an Australian mining company for the sale of a Model 2570WS dragline
which is scheduled for completion by December 31, 1999. Included in backlog
at June 30, 1998, December 31, 1997 and June 30, 1997 was $45,630,000,
$51,644,000 and $60,167,000, respectively, related to this machine. Repair
parts and service backlog at June 30, 1998 was $117,804,000, which is a
decrease of .9% from December 31, 1997 and an increase of 5.2% from June 30,
1997.
New orders for the quarter and six months ended June 30, 1998 were
$69,945,000 and $135,161,000, respectively, which is a decrease of 49.9% and
32.7% from the quarter and six months ended June 30, 1997, respectively. New
machine orders for the quarter and six months ended June 30, 1998 were
$17,863,000 and $26,885,000, respectively, which is a decrease of 80.5% and
75.5% from the quarter and six months ended June 30, 1997, respectively.
Included in new machine orders for the quarter and six months ended June 30,
1997 was approximately $60,000,000 for the aforementioned 2570WS dragline.
New machine orders for electric mining shovels and blast hole drills have
decreased. As a result of a decline in copper and coal prices in 1997 from
historically high levels, the demand for machines from these market segments
has been low. In addition, economic and political problems in Asia have
negatively impacted demand for the Company's machines. New repair parts and
service orders for the quarter and six months ended June 30, 1998 were
$52,082,000 and $108,276,000, respectively, which is an increase of 8.5% and
19.1% from the quarter and six months ended June 30, 1997, respectively. The
increase in new repair parts and service orders was primarily due to the
acquisition of Marion.
Year 2000 Issues
The Company is in the process of implementing a plan to improve its
existing computer system. While the primary purpose of the change is to
improve the efficiency and effectiveness of the Company's system, year 2000
issues are also being addressed at this time. Implementation of the plan is
expected to be completed by the first quarter of 1999, primarily through the
redeployment of internal Company personnel. The estimated incremental cost of
this project is $2,600,000.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
On September 23, 1997, Minserco, a wholly-owned subsidiary of the
Company, was found liable to BR West Enterprises, Inc. d/b/a West
Machine and Tool Works ("West") in litigation pending in the United
States District Court for the Eastern District of Texas (the "Texas
Court"), for damages claimed with regard to an alleged joint
venture agreement (the "Minserco Litigation"). On October 29,
1997, a final judgment was entered in the approximate amount of
$4,300,000, including attorney's fees and costs. Minserco strongly
disputed the Findings of Fact and Conclusions of Law entered by the
Texas Court and had appealed the case to the United States Court of
Appeals for the Fifth Circuit. On November 5, 1997, the Company
was sued by West in the Texas Court on substantially similar
grounds asserted in the Minserco Litigation in an apparent attempt
to hold the Company liable for the damages awarded to West in the
Minserco Litigation. On June 19, 1998, the Company and Minserco
settled the Minserco Litigation, and all claims against either the
Company or Minserco were dismissed with prejudice.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits: See Exhibit Index on last page of this report,
which is incorporated herein by reference.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the second quarter of
1998.
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.
BUCYRUS INTERNATIONAL, INC.
(Registrant)
Date August 10, 1998 /s/Craig R. Mackus
Craig R. Mackus
Secretary and Controller
Principal Accounting Officer
Date August 10, 1998 /s/Willard R. Hildebrand
Willard R. Hildebrand
President and CEO
BUCYRUS INTERNATIONAL, INC.
EXHIBIT INDEX
TO
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1998
Incorporated
Exhibit Herein By Filed
Number Description Reference Herewith
2.1 Agreement and Plan of Exhibit 1 to
Merger dated August 21, Registrant's
1997, between Registrant, Tender Offer
American Industrial Solicitation/
Partners Acquisition Recommendation
Company, LLC and Bucyrus Statement on
Acquisition Corp. Schedule 14D-9
filed with the
Commission on
August 26, 1997.
2.2 Certificate of Merger Exhibit 2.2 to
dated September 26, 1997, Registrant's
issued by the Secretary Current Report
of State of the State of on Form 8-K
Delaware. filed with the
Commission on
October 10, 1997.
2.3 Asset Purchase Agreement Exhibit 2.3 to
dated July 21, 1997, by Registration
and among The Marion Power Statement on
Shovel Company, Marion Form S-4 of
Power Shovel Pty Ltd, Registrant,
Intool International B.V., Boonville Mining
Global-GIX Canada Inc., Services, Inc.,
and Global Industrial Minserco, Inc., and
Technologies, Inc. (Sellers) Von's Welding, Inc.
and Registrant, Bucyrus (SEC Registration
(Australia) Proprietary No. 333-39359)
Ltd., Bucyrus (Africa)
(Proprietary) Limited, and
Bucyrus Canada Limited
(Buyers).
[OMITTED PROVISIONS SUBJECT
TO CONFIDENTIAL TREATMENT
BY ORDER OF THE SECURITIES
AND EXCHANGE COMMISSION.]
2.4 Second Amended Joint Plan Exhibit 2.1 to
of Reorganization of B-E Registrant's
Holdings, Inc. and Bucyrus- Current Report
Erie Company under Chapter on Form 8-K,
11 of the Bankruptcy Code, filed with the
as modified December 1, Commission and
1994, including Exhibits. dated December 1,
1994.
2.5 Order dated December 1, Exhibit 2.2 to
1994 of the U.S. Bankruptcy Registrant's
Court, Eastern District of Current Report
Wisconsin, confirming the on Form 8-K
Second Amended Joint Plan filed with the
of Reorganization of B-E Commission and
Holdings, Inc. and Bucyrus- dated December 1,
Erie Company under Chapter 1994.
11 of the Bankruptcy Code,
as modified December 1, 1994,
including Exhibits.
3.1 Restated Certificate Exhibit 3.1 to
of Incorporation of Registrant's
Registrant. Current Report
on Form 8-K
filed with the
Commission on
October 10, 1997.
3.2 By-laws of Registrant. Exhibit 3.2 to
Registrant's
Current Report
on Form 8-K
filed with the
Commission on
October 10, 1997.
3.3 Amendment to By-laws of Exhibit 3.2 to
Registrant effective Registrant's
November 5, 1997. Quarterly Report
on Form 10-Q for
the quarter ended
September 30, 1997.
3.4 Certificate of Amendment Exhibit 3.4
to Restated Certificate to Registrant's
of Incorporation adopted Annual Report on
March 17, 1998. Form 10-K for
the year ended
December 31, 1997.
4.1 Indenture of Trust dated Exhibit 4.1 to
as of September 24, 1997 Registration
among Registrant, Boonville Statement on
Mining Services, Inc., Form S-4 of
Minserco, Inc., and Von's Registrant,
Welding, Inc. and Harris Boonville Mining
Trust and Savings Bank, Services, Inc.,
Trustee. Minserco, Inc., and
Von's Welding, Inc.
(SEC Registration
No. 333-39359)
4.2 Form of Guarantee of Included as
Boonville Mining Services, Exhibit E
Inc., Minserco, Inc. and to Exhibit 4.1
Von's Welding, Inc. dated above.
as of September 24, 1997
in favor of Harris Trust
and Savings Bank as Trustee
under the Indenture.
4.3 Form of Registrant's Exhibit 4.3 to
9-3/4% Senior Note due 2007. Registration
Statement on
Form S-4 of
Registrant, Boonville
Mining Services, Inc.,
Minserco, Inc., and
Von's Welding, Inc.
(SEC Registration
No. 333-39359)
10.1 Credit Agreement dated Exhibit 3.2 to
September 24, 1997 between Registrant's
Bank One, Wisconsin and Current Report
Registrant ("Credit on Form 8-K
Agreement"). filed with the
Commission on
October 10, 1997.
10.2 Management Services Agreement Exhibit 10.2 to
by and among Registrant, Registration
Boonville Mining Services, Statement on
Inc., Minserco, Inc. and Form S-4 of
Von's Welding, Inc. and Registrant,
American Industrial Partners. Boonville Mining
Services, Inc.,
Minserco, Inc., and
Von's Welding, Inc.
(SEC Registration
No. 333-39359)
10.3 Registration Agreement dated Exhibit 10.3 to
September 24, 1997 by and Registration
among Registrant, Boonville Statement on
Mining Services, Inc., Form S-4 of
Minserco, Inc. and Von's Registrant,
Welding, Inc. and Salomon Boonville Mining
Brothers, Inc., Jefferies & Services, Inc.,
Company, Inc. and Donaldson, Minserco, Inc., and
Lufkin & Jenrette Securities Von's Welding, Inc.
Corporation. (SEC Registration
No. 333-39359)
10.4 Joint Prosecution Agreement Exhibit 9 to
dated as of August 21, 1997 Registrant's
by and among Registrant and Tender Offer
Jackson National Life Solicitation/
Insurance Company. Recommendation
Statement on
Schedule 14D-9
filed with the
Commission on
August 26, 1997.
10.5 Settlement Agreement dated Exhibit 10 to
as of August 21, 1997, by Registrant's
and between Jackson National Tender Offer
Life Insurance Company and Solicitation/
Registrant. Recommendation
Statement on
Schedule 14D-9
filed with the
Commission on
August 26, 1997.
10.6 Letter Agreement dated Exhibit 10.15
March 7, 1997 between to Registrant's
Jefferies & Company, Inc. Quarterly Report
and Registrant. on Form 10-Q for
the quarter ended
June 30, 1997.
10.7 Letter Agreement dated Exhibit 10.16
July 30, 1997 between to Registrant's
Jefferies & Company, Inc. Quarterly Report
and Registrant. on Form 10-Q for
the quarter ended
June 30, 1997.
10.8 Employment Agreement Exhibit 10.27 to
between Registrant and Registrant's
W. R. Hildebrand dated Annual Report on
as of March 11, 1996. Form 10-K for
the year ended
December 31, 1995.
10.9 Employment Agreement Exhibit 10.38 to
between Registrant and Registrant's
D. J. Smoke dated as of Annual Report on
November 7, 1996. Form 10-K for
the year ended
December 31, 1996.
10.10 Employment Agreement Exhibit 10.17 to
between Registrant and Registrant's
C. R. Mackus dated as of Quarterly Report
May 21, 1997. on Form 10-Q for
the quarter ended
June 30, 1997.
10.11 Employment Agreement Exhibit 10.18 to
between Registrant and Registrant's
M. G. Onsager dated as of Quarterly Report
May 21, 1997. on Form 10-Q for
the quarter ended
June 30, 1997.
10.12 Employment Agreement Exhibit 10.19 to
between Registrant and Registrant's
T. B. Phillips dated as of Quarterly Report
May 21, 1997. on Form 10-Q for
the quarter ended
June 30, 1997.
10.13 Employment Agreement Exhibit 10.20 to
between Registrant and Registrant's
T. W. Sullivan dated as of Quarterly Report
May 21, 1997. on Form 10-Q for
the quarter ended
June 30, 1997.
10.14 Annual Management Incentive Exhibit 10.14
Plan for 1997, adopted by to Registrant's
Board of Directors Annual Report on
February 5, 1997. Form 10-K for
the year ended
December 31, 1997.
10.15 Amendment No. 1 dated Exhibit 10.15
March 5, 1998 to Employment to Registrant's
Agreement dated March 11, Annual Report on
1996 between Registrant Form 10-K for
and W. R. Hildebrand. the year ended
December 31, 1997.
10.16 Amendment No. 1 dated Exhibit 10.16
March 17, 1998 to Employment to Registrant's
Agreement dated November 7, Annual Report on
1996 between Registrant Form 10-K for
and D. J. Smoke. the year ended
December 31, 1997.
10.17 1998 Management Stock Option Exhibit 10.17
Plan. to Registrant's
Annual Report on
Form 10-K for
the year ended
December 31, 1997.
10.18 Standby Letter of Credit X
Agreement dated July 21, 1998
between Marine Bank and Savings
and Registrant.
21.1 Subsidiaries of Registrant. Exhibit 21.1 to
Registration
Statement on
Form S-4 of
Registrant,
Boonville Mining
Services, Inc.,
Minserco, Inc., and
Von's Welding, Inc.
(SEC Registration
No. 333-39359)
27.1 Financial Data Schedule X
(Edgar filing only.)
99.1 Management Agreement, Exhibit 99.2 to
dated July 21, 1995, Registrant's
between Registrant Current Report on
and Miller Associates. Form 8-K, dated
July 25, 1995.
99.2 Amendment dated Exhibit 99.2(a)
December 21, 1995 to to Registrant's
Management Agreement Annual Report on
with Miller Associates Form 10-K for
dated July 21, 1995. the year ended
December 31, 1995.