5
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
AMENDMENT NO. 1
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 3, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file number: 33-80701
AAF-MCQUAY INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware 41-0404230
(State or Other Jurisdiction of (I.R.S.
Employer Identification No.)
Incorporation or Organization)
111 South Calvert Street, Baltimore, Maryland
21202
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code (410)
528-2755
Not applicable
Former Name, Former Address and Former Fiscal Year, if
Changed Since Last Report.
Indicate by check 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: 2,497 shares of Common Stock, par value
$100.00 per share, were outstanding as of November 9, 1998.
INDEX
AAF-MCQUAY INC. AND SUBSIDIARIES
Page
Part II - Other Information................. 3
Item 6. Exhibits and Reports on Form 8- 3
K.........................................
4
Signatures........................................
......................................
PART II: OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Number Description
Exhibit 10.2 Divestment Incentive Program
Agreement dated September 8,
1998 with Gerald L. Boehrs *
Exhibit 10.3 Divestment Incentive Program
Agreement dated September 8,
1998 with Michael J.
Christopher *
Exhibit 10.4 Divestment Incentive Program
Agreement dated September 8,
1998 with Andrew R. Morrison
*
* Portions of the document have been omitted pursuant to
a request for confidential treatment. The full document has
been filed separately.
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.
AAF-MCQUAY INC.
DATE February 8, 1999 By: /S/ ANDREW R. MORRISON
Andrew R. Morrison
Chief Financial Officer
DATE February 8, 1999 /S/ BRUCE D. KRUEGER
Bruce D. Krueger
Controller
(Principal Accounting Officer)
Exhibit Index
Number Description
10.2 Divestment Incentive Program Agreement
dated September 8, 1998 with Gerald L.
Boehrs *
10.3 Divestment Incentive Program Agreement
dated September 8, 1998 with Michael J.
Christopher *
10.4 Divestment Incentive Program Agreement
dated September 8, 1998 with Andrew R.
Morrison *
* Portions of the document have been omitted pursuant to
a request for confidential treatment. The full document has
been filed separately.
BA3DOCS1/0106381.01