1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(MARK ONE)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
- ---------- SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the fiscal year ended August 31, 1998 OR

- ---------- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from ________ to _________

Commission File Number 0-17116

Lindsay Manufacturing Co.
------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware 47-0554096
- ------------------------------- --------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

Box 156, East Highway 91, Lindsay, Nebraska 68644
- ------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)

402-428-2131
- ------------
Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of Class Name of each exchange on which registered
- -------------- -----------------------------------------
Common Stock, $1.00 par value New York Stock Exchange, Inc.

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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ______

As of November 17, 1998, 13,146,657 shares of the registrant's Common Stock were
outstanding and the aggregate market value of all Common Stock held by
non-affiliates (12,032,619 shares) was $188,761,711 based upon the final sales
price on the New York Stock Exchange, Inc. on such date.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the 1998 Annual Report to Shareholders are incorporated herein by
reference into Parts I, II and IV.

Portions of the Proxy Statement pertaining to the January 26, 1999, annual
stockholders' meeting are incorporated herein by reference into Part III.
Exhibit index is located on page 10-12.

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ITEM 1 - BUSINESS

(a) Lindsay Manufacturing Co. ("Lindsay" or the "Company") is a leading
designer, manufacturer and international and domestic marketer, under its
"Zimmatic" trademark, of electrically powered automatic continuous move systems
for the irrigation of agricultural crops and related products and services.

Lindsay also produces and sells large diameter tubing; manufactures and
assembles products for other manufacturers (such as corn planters and
sub-assemblies for construction equipment).

Lindsay was founded in 1955 and incorporated under Nebraska law in 1969.
DEKALB Energy Company, ("DEKALB", formerly DEKALB Corporation) acquired Lindsay
in 1974 through its merger into Lindsay Manufacturing Co., a wholly-owned
Delaware subsidiary of DEKALB. The company was a wholly-owned subsidiary of
DEKALB until October 1988.

(b) Industry segment information is included in Part II, Item 8, Footnote L. The
information required by this item is incorporated by reference from the 1998
Annual Report to Shareholders on page 23.

(c) PRODUCT. Lindsay's irrigation systems are primarily of the center pivot
type, with a small portion of its products consisting of the lateral move type.
Both are automatic continuous move systems consisting of sprinklers mounted on a
water carrying pipeline which is supported approximately 11 feet off the ground
by a truss system suspended between moving towers. Due to lower price and
simplicity of operation, center pivots currently account for over 95 percent of
Lindsay's irrigation system sales.

A typical center pivot for the U.S. market is approximately 1,300 feet
long and is designed to circle within a standard quarter-section of land, which
comprises 160 acres, wherein it irrigates approximately 135 acres. A typical
center pivot for the international market is also approximately 1,300 feet long.
Center pivot or lateral move systems can also be custom designed and can
irrigate from 25 to 500 acres.

A center pivot system represents a significant investment to a farmer. A
typical center pivot system, fully installed, requires an investment of up to
approximately $60,000 to $70,000. Approximately one-half of such expenditure is
for the pivot itself and the remainder is attributable to installation of
additional equipment such as wells, pumps, underground water pipe, electrical
supply and a concrete pad upon which the pivot is anchored. Lindsay estimates
that there are approximately 160,000 to 170,000 center pivot irrigation systems
in operation worldwide, resulting in a significant replacement parts business.

TYPES OF IRRIGATION - COMPETITIVE PRODUCTS. Center pivot and lateral move
irrigation systems compete with three other types of irrigation: flood, drip and
other mechanical devices. The bulk of the worldwide irrigation is accomplished
by the traditional method of flood irrigation. Flood irrigation is accomplished
by either flooding an entire field, or by providing a water source (ditches or a
pipe) along the side of a field, which is planed and slopes slightly away from
the water source. The water is released to the crop rows through gates in the
ditch or pipe, or through siphon tubes arching over the ditch wall into some of
the crop rows. It runs down through the crop row until it reaches the far end of
the row, at which time the water
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source is moved and another set of rows are flooded. In "drip" or "trickle"
irrigation, perforated pipe is installed on the ground or buried underground at
the root level. Several other types of mechanical devices irrigate the remaining
irrigated acres. These other types of mechanical devices are not generally being
replaced and no longer generate significant sales.

Center pivot irrigation offers significant advantages when compared with
other types of irrigation. It requires less labor and monitoring; it can be used
on sandy ground which, due to poor water retention ability, must have water
applied frequently; it can be used on uneven ground, thereby allowing previously
unsuitable land to be brought into production; it can also be used for the
application of fertilizers, insecticides, herbicides or other chemicals (termed
"chemigation"); and it conserves water and chemicals through precise control of
the amount and timing of its application.

MARKETS - GENERAL. Water is an essential and critical requirement for crop
production, and the extent, regularity and frequency of water application is a
critical determinant in crop performance and yield.

The fundamental factors which govern the demand for center pivot and
lateral move systems are essentially the same in both the domestic and
international markets. Demand for center pivot and lateral move systems is
determined by whether the increased value of crop production attributable to
center pivot or lateral move irrigation exceeds any increased costs associated
with installing and operating the equipment. Thus, the decision to install a
center pivot or lateral move system reflects the profitability of agricultural
production, which is determined primarily by the prices of agricultural
commodities and the costs of other farming inputs.

In addition, demand for center pivots and lateral moves depends upon the
need for the particular operational characteristics and advantages of such
systems in relation to alternative types of irrigation, primarily flood.
Selection of center pivot or lateral move systems, over competitive types of
irrigation, is aided by the fact that agricultural production is continually
forced to become more efficient in its use of the basic natural resources of
land, water and energy. Increasing global population not only increases demand
for agricultural output, but also places additional and competing demands on
land, water and energy. As center pivot and lateral move systems are required
where the soil is sandy, the terrain is not flat, there is a shortage of
reliable labor, water supply is restricted and conservation is critical, and/or
chemigation will be utilized, Lindsay expects demand for center pivots and
lateral moves to increase relative to other irrigation methods.

UNITED STATES MARKET. The information required by this item is
incorporated by reference from the 1998 Annual Report to Shareholders under the
heading "Operations Review" on pages 7 through 11.

INTERNATIONAL MARKET. The information required by this item is
incorporated by reference from the 1998 Annual Report to Shareholders under the
heading "Operations Review" on pages 7 through 11 and Notes to Consolidated
Financial Statements A(7) on page 20.

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COMPETITION. During the 1970's there were over 30 domestic manufacturers
of center pivot irrigation systems, while six manufacturers remain today.
Lindsay believes that Lindsay controls approximately 35 percent of the U.S.
market and 50% of the export market for center pivot and lateral move irrigation
equipment.

There is a high level of price competition and utilization of seasonal
promotional programs. Competition also occurs in areas of product quality and
durability, advanced product technology, product characteristics, retention and
reputation of local dealers, post-sale service, and, at certain times of the
year, the availability of systems and their delivery time. Lindsay believes it
generally competes favorably with respect to these factors.

DIVERSIFIED PRODUCTS AND SERVICES

The information required by this item is incorporated by reference from
the 1998 Annual Report to Shareholders under the heading "Operations Review" on
pages 7 through 11.

SEASONALITY/CYCLICALITY

Irrigation equipment sales are seasonal by nature. Farmers generally order
systems to be delivered and installed before the growing season. Shipments to U.
S. customers usually peak during Lindsay's second and third quarters for the
spring planting period. Lindsay's expansion into diversified manufacturing
complements its irrigation operations by using available capacity and reducing
seasonality.

ORDER BACKLOG

As of August 31, 1998 and 1997, Lindsay had an order backlog of $14.1
million and $27.3 million, respectively. At fiscal year end 1998, Lindsay had a
$6.9 million order backlog for irrigation equipment. This was a decrease of 49%
from fiscal year end 1997's irrigation equipment order backlog of $17.1 million.
Lindsay believes that lower crop and commodity prices raised farmer concern
about farm income and demand slowed resulting in a decreased order backlog. At
year end fiscal 1998, order backlog for diversifed products totaled $7.2
million, down 29% from $10.2 million at fiscal year end 1997.

Lindsay manufactures a center pivot or lateral move system only upon a
firm order. International orders are generally shipped against prepayments or
receipt of an irrevocable letter of credit confirmed by a United States bank or
other secured means, which call for delivery within time periods negotiated with
the customer. Orders for the U.S. market are manufactured to dealer order,
accompanied by a down payment.

RAW MATERIALS AND COMPONENTS

Raw materials used by Lindsay include coil steel, angle steel, plate
steel, zinc, tires, gearboxes, fasteners and electrical components (motors,
switches, cable and stators). Lindsay has, on occasion, faced shortages of
certain such materials. Lindsay believes it currently has ready access to
adequate supplies of raw materials and components.

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CAPITAL EXPENDITURES

Capital expenditures for fiscal 1998, 1997 and 1996, were approximately
$5.1 million, $3.8 million and $4.0 million, respectively. Fiscal 1998 capital
expenditures were used primarily for upgrading plant and computer equipment.
Capital expenditures for fiscal 1999 are expected to be approximately $4.0 to
$5.0 million and will be used to complete the conversion of a major fabrication
process started in fiscal year 1998 to further automate Lindsay's facility, a
new employee breakroom and office renovation and expansion, and other planned
improvements. The Company expects annual capital expenditures for plant
expansion over the next several years to approximate the $3.0 to $4.0 million
level per year.

PATENTS, TRADEMARKS, LICENSES

The "Zimmatic" and other trademarks are registered in most markets in
which Lindsay sells its product. Lindsay follows a policy of applying for
patents on all significant patentable inventions. Although Lindsay believes it
is important to follow a patent protection policy, Lindsay's business is not
dependent, to any material extent, on any single patent or group of patents.

EMPLOYEES

The number of persons employed by Lindsay at fiscal year end 1998, 1997
and 1996 were 551, 553 and 542, respectively. Lindsay currently employs
approximately 500 persons. None of Lindsay's employees are represented by a
union.

ENVIRONMENTAL AND HEALTH AND SAFETY MATTERS

Like other manufacturing concerns, Lindsay is subject to numerous laws and
regulations which govern occupational health and safety and the discharge and
disposal of materials into the environment. Lindsay believes that its operations
are substantially in compliance with all such applicable laws and regulations.
Permits are or may be required for some of the operations at the Lindsay,
Nebraska facility. Although all currently required permits have been obtained by
Lindsay, as with all such permits they are subject to revocation, modification
and renewal. Even where regulations or standards have been adopted, they are
subject to varying and conflicting interpretations and implementation. In some
cases, compliance with environmental regulations or standards can be achieved
only through additional capital and operational expenditures. See Item 3 Legal
Proceedings.

SUBSIDIARIES

Since 1996, international sales personnel have been located at the
corporate office in Lindsay, Nebraska as part of Lindsay International Sales
Corporation, a subsidiary which conducts foreign sales operations for Lindsay.
Lindsay Transportation, Inc., a wholly-owned subsidiary, was formed in 1975. It
owns approximately 115 trailers and, through lease of tractors, supplies the
ground transportation in the United States and Canada for Lindsay's products and
the bulk of incoming raw materials, and hauls other products on backhauls.
Lindsay also has three non-operational subsidiaries.

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ITEM 2 - PROPERTIES

Lindsay owns and occupies 43 acres in Lindsay, Nebraska. Its manufacturing
operation has eight separate buildings, with approximately one-half million
square feet of manufacturing area under roof. With the Company's current
manufacturing capacity, the Company can increase sales without a major
investment in facilities and capital equipment.

ITEM 3 - LEGAL PROCEEDINGS

Lindsay is a party to a number of lawsuits arising from environmental and
other issues in the ordinary course of its business. Management does not believe
that these lawsuits, either individually or in the aggregate, are likely to have
a material adverse effect on Lindsay's financial condition, results of
operations or cash flows.

Environmental contamination at Lindsay's manufacturing facility occurred
in 1982 when a drill, operated by a sub-contractor installing groundwater
monitoring wells, punctured a silt and sand lens and an underlying clay layer
beneath a clay-lined lagoon. The 1982 puncture of the clay layer caused acid and
solvent leachate to enter the sand and gravel aquifer.

Since 1983, Lindsay has worked actively with the Nebraska Department of
Environmental Control ("NDEC") to remediate this contamination by purging and
treating the aquifer. In October 1989, the Environmental Protection Agency
("EPA") added Lindsay to the list of priority Superfund sites. In 1988, a
sampling which was performed in connection with an investigation of the extent
of aquifer groundwater contamination revealed solvent contamination (volatile
organic compounds) in the soil and shallow groundwater in three locations at and
in the vicinity of the plant. Under a 1988 agreement with the EPA and NDEC,
Lindsay conducted a Remedial Investigation/Feasibility Study ("RI/FS"). This
study was completed in June 1990. Lindsay does not believe that there is any
other soil or groundwater contamination at the manufacturing facility.

In September 1990, the EPA issued its Record of Decision ("ROD") selecting
a plan for completing the remediation of both contaminations. The selected plan
implementation was delayed until finalization of the Consent Decree in April
1992. The final remediation plans were approved in 1993 and 1994 and the
remediation plans were fully implemented during fiscal 1995.

The balance sheet reserve for this remediation was $0.1 million and $0.3
million at August 31, 1998 and 1997, respectively.

Lindsay believes that the current reserve is sufficient to cover the
estimated cost for complete remediation of both the aquifer and soil and shallow
groundwater contaminations under the final plans. If the EPA or the NDEC require
remediation which is in addition to or different from the current plan this
reserve could increase or decrease depending on the nature of the change in
events.

Lindsay believed that its insurer should cover costs associated with the
contamination of the aquifer that was caused by the puncture of the clay layer
in 1982. In May 1998 the Company reached an agreement to settle this claim with
the insurer for $4.0 million which is included in other income.

-6-
7

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to the vote of security holders during the
fourth quarter of Fiscal 1998.

EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the Company, their ages, positions and past five
years experience are set forth below. All officers are elected for one year
terms, which can be annually renewed at a Board of Directors meeting. This
meeting is scheduled for January 26, 1999.

Age Position with the Company
--- -------------------------
Gary D. Parker 53 Chairman, President and Chief Executive Officer
Eduardo R. Enriquez 58 Vice President - International
Bruce C. Karsk 46 Vice President - Finance, Treasurer and
Secretary
Clifford P. Loseke 60 Vice President - Manufacturing
Charles H. Meis 52 Vice President - Engineering
Robert S. Snoozy 52 Vice President - Domestic Sales

Mr. Gary D. Parker is Chairman, President and Chief Executive Officer of
Lindsay, and has held such positions since December 1989. Prior to that time,
and since 1984, he was President and Chief Executive Officer of Lindsay. He
served as Executive Vice President from 1978 to 1984. Mr. Parker has also been a
Director since 1978.

Mr. Eduardo R. Enriquez is President of Lindsay International Sales
Corporation and has served in that capacity and as Vice President -
International of Lindsay since May of 1986. Prior to that time, and since 1981,
he was Vice President - Sales of Lindsay International Sales Corporation.

Mr. Bruce C. Karsk is Vice President - Finance, Treasurer and Secretary of
Lindsay and has held such positions since 1984. Prior to that time, and since
1981, Mr. Karsk had been the Controller.

Mr. Clifford P. Loseke is Vice President - Manufacturing of Lindsay, a
position he has held since 1975.

Mr. Charles H. Meis is Vice President - Engineering of Lindsay and has
held such position since 1975.

Mr. Robert S. Snoozy became Vice President - Domestic Sales of Lindsay in
November 1997. From 1986 through November 1997 Mr. Snoozy was Vice President of
Sales and Marketing. Prior to that time, and since 1978, he had been Vice
President of Marketing.

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PART II

ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
MATTERS

Lindsay Common Stock began public trading on October 12, 1988. Since
October 21, 1997, Lindsay's common stock is trading on the New York Stock
Exchange, Inc. (NYSE) under the ticker symbol "LNN". Prior to trading on the
NYSE, Lindsay common stock traded on the Nasdaq National Market. As of November
17, 1998 there were approximately 250 shareholders of record and an estimated
4,800 shareholders for whom securities firms acted as nominees.

The following table sets forth for the periods indicated the range of the
high and low sales price and dividends paid:

FISCAL YEAR 1998 FISCAL YEAR 1997
---------------- ----------------
STOCK PRICE STOCK PRICE
HIGH LOW DIVIDENDS HIGH LOW DIVIDENDS
------ ------ --------- ------ ------ ---------

First Quarter $33.50 $25.33 $0.024 $20.67 $16.54 $0.022
Second Quarter 29.00 25.42 0.033 24.33 17.79 0.023
Third Quarter 32.58 26.21 0.033 24.50 18.67 0.023
Fourth Quarter 30.92 20.00 0.035 26.00 19.33 0.023
------ ------ ------ ------ ------ ------
Year $33.50 $20.00 $0.125 $26.00 $16.54 $0.091

ITEM 6 - SELECTED FINANCIAL DATA

The information required by this item is incorporated by reference from the
1998 Annual Report to Shareholders under the heading "Selected Financial Data"
on page 12.

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION

The information required by this item is incorporated by reference from the
1998 Annual Report to Shareholders under the heading "Management's Discussion
and Analysis" on pages 13 through 16.

CONCERNING FORWARD-LOOKING STATEMENTS - This Report on Form 10K, including
the Management's Discussion and Analysis, Year 2000 and other sections, contains
forward-looking statements that are subject to risks and uncertainties and which
reflect management's current beliefs and estimates of future economic
circumstances, industry conditions, Company performance and financial results.
Forward-looking statements include the information concerning possible or
assumed future results of operations of the Company and those statements
preceded by, followed by or include the words "future", "position",
"anticipate(s)", "expect", "believe(s)", "see", "plan", "further improve",
"outlook", "should", or similar expressions. For these statements, the Company
claims the protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995. Readers of
this Report should understand that the following important

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factors, in addition to those discussed elsewhere in this document, could affect
the future results of the Company and could cause those results to differ
materially from those expressed in these forward-looking statements:
availability of and price of raw materials, product pricing, competitive
environment and related domestic and international market conditions, operating
efficiencies and actions of domestic and foreign governments. Any changes in
such factors could result in significantly different results.

ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is not subject to material market risks with respect to its
marketable securities.

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and accompanying notes, together with the report
of independent accountants are incorporated by reference from the 1998 Annual
Report to Shareholders on pages 16 through 23.

The information required by Item 302 of Regulation S-K is incorporated by
reference from the 1998 Annual Report to Shareholders under the heading
"Quarterly Data" on page 12.

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Company will file with the Securities and Exchange Commission a
definitive Proxy Statement not later than 120 days after the close of its fiscal
year ended August 31, 1998. Information about the Directors required by item 401
of Regulation S-K is incorporated by reference from the proxy statement.
Information about Executive Officers is shown on page 7 of this filing.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE - Item 405 of
Regulation S-K calls for disclosure of any known late filing or failure by an
insider to file a report required by Section 16 of the Securities Exchange Act.
The Company believes that it complied with all section 16 filing requirements
during the fiscal year ended August 31, 1998 except for two late filings of Form
4 Statement of Changes to Beneficial Ownership; (1) Gary D. Parker relating to
an exercise of options on December 8, 1997, due January 10, 1998, filed January
23, 1998, resulting from a clerical error, (2) Charles H. Meis relating to an
exercise of options February 5, 1998, due March 10, 1998, filed October 9, 1998,
inadvertently overlooked.

ITEM 11 - EXECUTIVE COMPENSATION

The information required by this Item is incorporated by reference from
the Proxy Statement.

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ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by this Item is incorporated by reference from
the Proxy Statement.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

PART IV

ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)(1) Financial Statements

The following financial statements of Lindsay Manufacturing Co. are
incorporated by reference under Item 8. The 1998 Annual Report to Shareholders
is attached as Exhibit 13.

Reference Page
--------------
Annual Shareholders
Report

Report of Independent Accountants 16
Consolidated Statements of Operations for the Years
ended August 31, 1998, 1997 and 1996 17
Consolidated Balance Sheets at
August 31, 1998 and 1997 18
Consolidated Statements of Shareholders' Equity
for the years ended August 31, 1998, 1997 and 1996 17
Consolidated Statements of Cash Flows for the Years
ended August 31, 1998, 1997 and 1996 19

Notes to Consolidated Financial Statement 20-23

(a)(2) Financial Statement Schedule

Reference Page
--------------
Form 10-K
Annual Report
Report of Independent Accountants 14

Schedule

VIII. Valuation and Qualifying Accounts -
Years ended August 31, 1998, 1997 and 1996 15

Financial statements and schedules other than those listed are
omitted for the reason that they are not required, are not applicable or that
equivalent information has been included in the financial statements or notes
thereto.

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a(3) EXHIBIT INDEX

Sequential
Exhibit Page
Number Description Number
- ------ ----------- ------

3(a) Restated Certificate of Incorporation of the Company, incorporated
by reference to Exhibit 3(a) to the Company's Report on Form 10-Q
for the fiscal quarter ended February 28, 1997. -

3(b) By-Laws of the Company incorporated by reference to Amended
Exhibit 3(b) of Amendment No. 3 to the Company's Registration
Statement on Form S-1 (Registration No. 33-23084), filed
September 23, 1988. -

3(c) Certificate of Amendment of the Restated Certificate of
Incorporation of Lindsay Manufacturing Co. dated February 7,
1997, incorporated by reference to Exhibit 3(b) to the
Company's Report on Form 10-Q for the fiscal quarter ended
February 28, 1997. -

4(a) Specimen Form of Common Stock Certificate incorporated by reference
to Exhibit 4 to the Company's report on Form 10-Q for the fiscal
quarter ended November 30, 1997.
-
10(a) Lindsay Manufacturing Co. Executive Compensation Plan
incorporated by reference to Exhibit 10(a) to the Company's
report on Form 10-Q for the fiscal quarter ended February 28,
1998. -

10(b) Employment Agreement between the Company and Gary D. Parker,
effective September 1, 1997, incorporated by reference to
Exhibit 10(b) of the Company's Annual Report on Form 10-K
for the fiscal year ended August 31, 1997. -

10(c) Indemnification Agreement between the Company and its directors and
officers, dated October 10, 1988, incorporated by reference to
Exhibit 10(f) of the Company's Annual Report
on Form 10-K for the fiscal year ended August 31, 1988. -

10(d) Lindsay Manufacturing Co. Long-Term Incentive Plan,
incorporated by reference to amended Exhibit 10(h) of
Amendment No. 3 to the Company's Registration Statement
on Form S-1 (Registration No. 33-23084), filed September
23, 1988. -

10(e) Lindsay Manufacturing Co. Profit Sharing Plan, incorporated
by reference to Exhibit 10(i) of the Company's Registration
Statement on Form S-1 (Registration No. 33-23084), filed
July 15, 1988. -

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a(3) EXHIBIT INDEX

Sequential
Exhibit Page
Number Description Number
- ------ ----------- ------

10(f) Lindsay Manufacturing Co. 1991 Long-Term Incentive Plan,
incorporated by reference to Exhibit 10(h) of the Company's
Annual Report on Form 10-K for the fiscal year ended August
31, 1992. -

10(g) Employment Agreement between the Company and Bruce C. Karsk,
Eduardo R. Enriquez, Clifford P. Loseke, Charles H. Meis, and
Robert S. Snoozy, effective September 1, 1997, incorporated by
reference to Exhibit 10(g) of the Company's Annual Report on
Form 10-K for the fiscal year ended August 31, 1997. -

10(h) Lindsay Manufacturing Co. Supplemental Retirement Plan,
incorporated by reference to Exhibit 10(j) of the Company's
Annual Report on Form 10K for the fiscal year ended August 31,
1994. -

13 Lindsay Manufacturing Co. 1998 Annual Report to Shareholders. 16-43

21 Subsidiaries of the Company, incorporated by reference to Exhibit 22
of the Company's Annual Report on Form 10-K for the fiscal year
ended August 31, 1988. -

23 Consent of PricewaterhouseCoopers LLP 44

24(a) The Power of Attorney authorizing Gary D. Parker and Bruce C. Karsk
and each of them singly to sign the Annual Report on Form 10-K on
behalf of each other and certain directors. 45

27 Financial Data Schedule 46

(b) Reports on Form 8-K

The Registrant has not filed any reports on Form 8-K during the fourth
quarter of fiscal 1998.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 on this 25th day of
November, 1998.

LINDSAY MANUFACTURING CO.

By: Bruce C. Karsk
----------------------------------------------------
Name: Bruce C. Karsk
--------------------------------------------------
Title: Vice President-Finance, Treasurer and Secretary;
------------------------------------------------
Principal Financial and Accounting Officer
------------------------------------------------

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on this 25th day of November, 1998.

Gary D. Parker (1) Chairman, President and Chief Executive Officer
- -------------------------------
Gary D. Parker

Bruce C. Karsk Vice President - Finance, Treasurer and
- ------------------------------- Secretary; Principal Financial and Accounting
Bruce C. Karsk Officer

Ralph J. Kroenke Controller
- -------------------------------
Ralph J. Kroenke

Vaughn L. Beals, Jr. (1) Director
- -------------------------------
Vaughn L. Beals, Jr.

Howard G. Buffett (1) Director
- -------------------------------
Howard G. Buffett

John W. Croghan (1) Director
- -------------------------------
John W. Croghan

George W. Plossl (1) Director
- -------------------------------
George W. Plossl

(1) By: Bruce C. Karsk
---------------------------------
Bruce C. Karsk, Attorney-In-Fact.

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REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders and Board of Directors of Lindsay Manufacturing Co.

Our report on the consolidated financial statements of Lindsay Manufacturing Co.
is incorporated by reference to this Form 10-K from page 16 of the Fiscal 1998
Annual Report to Shareholders of Lindsay Manufacturing Co. In connection with
our audits of such financial statements, we have also audited the related
financial statement schedule listed in the Index to Financial Statement
Schedules on page 10 of this Form 10-K.

In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.

PRICEWATERHOUSECOOPERS LLP

Omaha, Nebraska
October 8, 1998

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Lindsay Manufacturing Co.
SCHEDULE VIII - VALUATION and QUALIFYING ACCOUNTS
Years ended August 31, 1998, 1997 and 1996
(Dollars in thousands)
----------------------

Column A Column B Column C Column D Column E
-------- -------- ---------------------------- -------- --------
Additions
----------------------------
Balance at Charged to Charged to Balance at
Beginning Costs and Other End
Description of Period Expenses Accounts Deductions of Period
----------- ---------- ---------- ---------- ---------- ----------

Year ended August 31, 1998:
Deducted in the balance sheet from the
assets to which they apply:
- Allowance for doubtful accounts $ 743 $ 0 $ 0 $ 0(a) $ 743
============= ============= ========== ============== ===========
- Allowance for inventory obsolescence $ 669 $ 330 $ 0 $ 64(b) $ 935
============= ============= ========== ============== ===========

Year ended August 31, 1997:
Deducted in the balance sheet from the
assets to which they apply:
- Allowance for doubtful accounts $ 723 $ 60 $ 0 $ 40(a) $ 743
============= ============= ========== ============== ===========
- Allowance for inventory obsolescence $ 690 $ 3 $ 0 $ 24(b) $ 669
============= ============= ========== ============== ===========

Year ended August 31, 1996:
Deducted in the balance sheet from the
assets to which they apply:
- Allowance for doubtful accounts $ 573 $ 260 $ 0 $ 110(a) $ 723
============= ============= ========== ============== ===========
- Allowance for inventory obsolescence $ 672 $ 89 $ 0 $ 71(b) $ 690
============= ============= ========== ============== ===========

- ----------
Notes:
(a) Deductions consist of uncollectible items written off, less
recoveries of items previously written off.
(b) Deductions consist of obsolete items sold or scrapped.

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