FORM 10 - Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SEPTEMBER 30, 2001
-------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ____________
Commission File Number 1-2299
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APPLIED INDUSTRIAL TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Ohio 34-0117420
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
One Applied Plaza, Cleveland, Ohio 44115
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 426-4000
---------------
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(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
Shares of common stock outstanding on October 31, 2001 19,209,754
-----------------------------------------
(No par value)
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
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INDEX
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Page No.
Part I: FINANCIAL INFORMATION
Item 1: Financial Statements
Condensed Statements of Consolidated Income - 2
Three Months Ended September 30, 2001 and 2000
Condensed Consolidated Balance Sheets - 3
September 30, 2001 and June 30, 2001
Condensed Statements of Consolidated Cash Flows - 4
Three Months Ended September 30, 2001 and 2000
Notes to Condensed Consolidated Financial Statements 5 - 7
Item 2: Management's Discussion and Analysis of 8 - 10
Financial Condition and Results of Operations
Item 3: Quantitative and Qualitative Disclosures About Market Risk 11
Part II: OTHER INFORMATION
Item 1: Legal Proceedings 12
Item 5: Other Information 12
Item 6: Exhibits and Reports on Form 8-K 13
Signatures 15
PART I: FINANCIAL INFORMATION
ITEM I: Financial Statements
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
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CONDENSED STATEMENTS OF CONSOLIDATED INCOME
(Unaudited)
(Thousands, except per share amounts)
- --------------------------------------------------------------------------------
Three Months Ended
September 30
2001 2000
----------------------
Net Sales $367,990 $420,876
Cost of sales 275,559 316,422
-------- --------
Gross Profit 92,431 104,454
Selling, distribution and
administrative expenses 82,319 90,203
-------- --------
Operating Income 10,112 14,251
Interest expense, net 1,893 2,099
Other, net 250 121
-------- --------
Income Before Income Taxes 7,969 12,031
Income Taxes 3,080 4,800
-------- --------
Net Income $ 4,889 $ 7,231
======== ========
Net Income Per Share - Basic $ 0.25 $ 0.37
======== ========
Net Income Per Share - Diluted $ 0.25 $ 0.36
======== ========
Cash dividends per common
share $ 0.12 $ 0.12
======== ========
Weighted average common shares
outstanding for basic computation 19,355 19,734
Dilutive effect of stock options
and awards 321 282
-------- --------
Adjusted average common shares
outstanding for diluted computation 19,676 20,016
======== ========
See notes to condensed consolidated financial statements.
2
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
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CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
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September 30 June 30
2001 2001
--------- ---------
(Unaudited)
ASSETS
Current assets
Cash and temporary investments $ 26,069 $ 13,981
Accounts receivable, less allowances
of $5,400 188,052 190,935
Inventories (at LIFO) 187,580 191,570
Other current assets 10,835 9,974
--------- ---------
Total current assets 412,536 406,460
Property, less accumulated depreciation
of $77,868 and $75,176 89,571 90,263
Goodwill and other intangible assets - net 64,701 65,113
Other assets 16,777 17,018
--------- ---------
TOTAL ASSETS $ 583,585 $ 578,854
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 90,390 $ 75,896
Other accrued liabilities 50,042 51,563
--------- ---------
Total current liabilities 140,432 127,459
Long-term debt 111,985 113,494
Other liabilities 23,463 26,383
--------- ---------
TOTAL LIABILITIES 275,880 267,336
--------- ---------
Shareholders' Equity
Preferred stock - no par value; 2,500
shares authorized; none issued or
outstanding
Common stock - no par value;50,000
shares authorized; 24,096 shares issued 10,000 10,000
Additional paid-in capital 83,694 84,221
Income retained for use in the business 288,187 285,661
Treasury shares - at cost, 4,803 and 4,449 shares (72,911) (66,227)
Unearned restricted common stock compensation (1,667) (1,955)
Accumulated other comprehensive income 402 (182)
--------- ---------
TOTAL SHAREHOLDERS' EQUITY 307,705 311,518
--------- ---------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 583,585 $ 578,854
========= =========
See notes to condensed consolidated financial statements.
3
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
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CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(Unaudited)
(Amounts in thousands)
Three Months Ended
September 30
2001 2000
- --------------------------------------------------------------------------------------------------
Cash Flows from Operating Activities
Net income $ 4,889 $ 7,231
Adjustments to reconcile net income to cash provided by
operating activities:
Depreciation and amortization 4,721 5,597
Changes in operating assets and liabilities, net of
effects from acquisition of businesses 16,724 (5,585)
Other - net 829 1,889
- --------------------------------------------------------------------------------------------------
Net Cash provided by Operating Activities 27,163 9,132
- --------------------------------------------------------------------------------------------------
Cash Flows from Investing Activities
Property purchases (3,583) (2,282)
Proceeds from property sales 375 1,441
Net cash paid for acquisition of businesses 0 (5,491)
Deposits and other 191 567
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Net Cash used in Investing Activities (3,017) (5,765)
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Cash Flows from Financing Activities
Borrowings and repayments under revolving credit agreements - net (1,509) 7,389
Dividends paid (2,363) (2,419)
Purchases of treasury shares (9,334) (8,100)
Other 1,148 400
- --------------------------------------------------------------------------------------------------
Net Cash used in Financing Activities (12,058) (2,730)
- --------------------------------------------------------------------------------------------------
Increase in cash and temporary
investments 12,088 637
Cash and temporary investments
at beginning of period 13,981 12,349
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Cash and Temporary Investments
at End of Period $ 26,069 $ 12,986
==================================================================================================
See notes to condensed consolidated financial statements.
4
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
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NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (Amounts in thousands,
except per share amounts) (Unaudited)
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1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with the instructions to Form 10-Q and
therefore do not include all information and footnotes necessary for a
fair presentation of financial position, results of operations and cash
flows in conformity with generally accepted accounting principles.
However, in the opinion of management, all adjustments (consisting of
only normal recurring adjustments) necessary to a fair statement of
operations of the interim period have been made.
The results of operations for the three month period ended September
30, 2001 are not necessarily indicative of the results to be expected
for the fiscal year.
Cost of sales for interim financial statements are computed using
estimated gross profit percentages which are adjusted throughout the
year based upon available information. Adjustments to actual cost are
made based on periodic physical inventories and the effect of year-end
inventory quantities on LIFO costs.
2. SEGMENT INFORMATION
The accounting policies of the segments are the same as those used to
prepare the condensed consolidated financial statements. Certain
reclassifications have been made to prior year amounts to be
consistent with the presentation in the current year. Intersegment
sales are not significant. All current segment operating results are
in the United States, Canada, Mexico and Puerto Rico. The segment
operations in Canada, Mexico and Puerto Rico represent approximately
6.4% of the total net sales of Applied and therefore are not presented
separately. In addition, approximately 35% of the Canadian operations'
net sales are included in the "Other" segment relating to the fluid
power business. The long-lived assets located outside of the United
States are not material.
5
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except per share amounts) (Unaudited)
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SEGMENT FINANCIAL INFORMATION:
SERVICE CENTER
BASED
DISTRIBUTION OTHER TOTAL
---------------------------------------------------------
THREE MONTHS ENDED SEPTEMBER 30, 2001
Net sales $342,777 $25,213 $367,990
Operating profit (loss) 6,657 (270) 6,387
Assets used in the business 547,477 36,108 583,585
Depreciation 3,820 151 3,971
Capital expenditures 3,522 61 3,583
---------------------------------------------------------
THREE MONTHS ENDED SEPTEMBER 30, 2000
Net sales $396,848 $24,028 $420,876
Operating profit (loss) 12,130 (227) 11,903
Assets used in the business 545,707 40,031 585,738
Depreciation 3,917 200 4,117
Capital expenditures 2,176 106 2,282
---------------------------------------------------------
The following is a reconciliation from the segment operating profit to the
condensed consolidated balances:
THREE MONTHS ENDED
SEPTEMBER 30
---------------------------------------
2001 2000
---------------------------------------
Operating income for
reportable segment $6,657 $12,130
Other operating loss (270) (227)
Adjustments for:
Goodwill amortization -0- (1,185)
Corporate and other income (expense), net of
allocations (a) 3,725 3,533
---------------------------------------
Total operating income 10,112 14,251
Interest expense, net 1,893 2,099
Other expense 250 121
---------------------------------------
Income before income taxes $7,969 $12,031
=======================================
(a) The items being allocated include miscellaneous corporate charges for
working capital, logistics support and other items.
6
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except per share amounts) (Unaudited)
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3. DERIVATIVE INSTRUMENTS
In July 2001, the Company entered into an interest rate swap agreement
with a domestic bank. This agreement effectively converted the fixed
interest rate on $47,000 of the $50,000, 6.6% senior unsecured term
note to a floating variable rate based on LIBOR. Terms and settlement
dates mirrored terms of the 6.6% senior unsecured term note and the
swap was designated as a fair value hedge. On October 1, 2001, the
Company terminated the swap agreement with the domestic bank for a
favorable settlement of $2,100. This gain will be amortized over the
remaining life of the note.
4. GOODWILL AND OTHER INTANGIBLE ASSETS
Effective July 1, 2001, the Company adopted Statement of Financial
Accounting Standards ("SFAS") 142, "Goodwill and Other Intangible
Assets." Under SFAS 142, goodwill will no longer be amortized, but will
be tested for impairment upon adoption and annually thereafter. Other
intangible assets relate to non-competition agreements and continue to
be amortized over the lives of the agreements, which primarily are five
years.
SFAS 142 provides for a six-month period from the date of adoption for
the Company to perform an assessment of potential goodwill impairment.
Any impairment identified upon adoption will be recognized as a change
in accounting principle effective as of July 1, 2001. The Company is
still in the process of evaluating whether or not any goodwill
impairment exists as of July 1, 2001.
In accordance with SFAS 142, the Company discontinued the amortization
of goodwill effective July 1, 2001. Had goodwill amortization not been
recorded in the quarter ended September 30, 2000, operating income
would have been increased to $15,072; net income to $7,895; and net
income per share to $.39.
5. NEW ACCOUNTING PRONOUNCEMENT
In August 2001, the Financial Accounting Standards Board issued SFAS
144, "Accounting for Impairment or Disposals of Long-Lived Assets".
This statement is effective for the June 30, 2003 financial statements,
but earlier adoption is permitted. The Company has not completed its
evaluation of the impact of SFAS 144 on its financial statements.
7
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
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ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following is Management's Discussion and Analysis of certain significant
factors which have affected the Company's: (1) financial condition at September
30, 2001 and June 30, 2001, and (2) results of operations and cash flows during
the periods included in the accompanying Condensed Statements of Consolidated
Income and Consolidated Cash Flows.
Liquidity and Working Capital
- -----------------------------
Cash provided by operating activities was $27.2 million in the three months
ended September 30, 2001. This compares to $9.1 million provided by operating
activities in the same period a year ago.
Cash flow from operations depends primarily upon generating operating income,
controlling the investment in inventories and receivables, and managing the
timing of payments to suppliers. The Company has continuing programs to monitor
and control these investments. During the three month period ended September 30,
2001, inventories decreased approximately $4.0 million due to Company efforts to
reduce inventory levels, accounts receivable decreased $2.9 million due to lower
sales volume, and accounts payable increased $14.5 million due to timing of
trade payments.
Capital Resources
- -----------------
The Company has a committed revolving credit agreement expiring November, 2003
with a group of banks. This agreement provides for unsecured borrowings of up to
$150.0 million. The Company had $17.8 million of borrowings outstanding under
this facility at September 30, 2001. The Company also has a $15.0 million
short-term uncommitted line of credit with a commercial bank. The Company had no
borrowings outstanding under this facility at September 30, 2001. Unused lines
under these facilities totaling $137.0 million are available to fund future
acquisitions or other capital and operating requirements.
In July 2001, the Company entered into an interest rate swap agreement with a
domestic bank. This agreement effectively converted the fixed interest rate on
$47.0 million of the $50.0 million, 6.6% senior unsecured term note to a
floating variable rate based on LIBOR. On October 1, 2001, the Company
terminated this swap agreement for a favorable settlement of $2.1 million. This
gain will be amortized over the remaining life of the note which matures on
December 8, 2007.
8
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
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ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
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The Board of Directors authorized the purchase of shares of the Company's common
stock to fund employee benefit programs, stock option and award programs, and
future acquisitions. These purchases are made in open market and negotiated
transactions, from time to time, depending upon market conditions. The Company
acquired 531,000 shares of its common stock for $9.3 million during the three
months ended September 30, 2001. Effective September 21, 2001, the Company's
Board of Directors authorized the Company to acquire up to an additional 1.0
million shares of Company stock. At September 30, 2001, the Company had
remaining authorization to repurchase up to 825,000 additional shares.
RESULTS OF OPERATIONS
- ---------------------
THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
Net sales decreased 12.6% from the prior year primarily due to the slowdown in
U.S. industrial activity. Gross profit as a percentage of sales increased to
25.1% from 24.8%. This increase primarily is due to higher discounts and
allowances from suppliers and to a lesser extent, changes in product mix.
Selling, distribution and administrative expenses as a percent of sales
increased to 22.4% from 21.4%. Expenses decreased 8.7% as compared to the same
quarter last year due to Company initiatives to control expenses. The adoption
of SFAS 142 also eliminated $.9 million of goodwill expense in the quarter ended
September 30, 2001.
Interest expense-net for the quarter decreased by 9.8% as compared to the prior
year primarily due to a decrease in average borrowings and lower average
interest rates.
Income tax expense as a percentage of income before taxes was 38.6% for the
quarter ended September 30, 2001 and 40.0% for the quarter ended September 30,
2000. This decrease is due to lower effective state, local and Canadian tax
rates.
As a result of the above factors, net income decreased by 32.4% compared to the
same quarter of last year. As a result of the impact of continued stock
repurchases, net income per share - diluted decreased $.11, or 30.6%.
9
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
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ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
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CAUTIONARY STATEMENT UNDER PRIVATE SECURITIES LITIGATION REFORM ACT
- -------------------------------------------------------------------
Management's Discussion and Analysis and other sections of this Form 10-Q
contain statements that are forward-looking, based on management's current
expectations about the future. Forward-looking statements are often identified
by qualifiers such as "expect", "believe", "intend", "will", and similar
expressions. The Company intends that the forward- looking statements be subject
to the safe harbors established in the Private Securities Litigation Reform Act
of 1995 and by the Securities and Exchange Commission in its rules, regulations
and releases.
Readers are cautioned not to place undue reliance on any forward-looking
statements. All forward-looking statements are based on current expectations
regarding important risk factors, many of which are outside the Company's
control. Accordingly, actual results may differ materially from those expressed
in the forward-looking statements, and the making of such statements should not
be regarded as a representation by the Company or any other person that the
results expressed in the statements will be achieved. In addition, the Company
undertakes no obligation publicly to update or revise any forward-looking
statements, whether because of new information or events, or otherwise.
Important risk factors include, but are not limited to, the following: changes
in the economy or in specific customer industry sectors; changes in interest
rates; changes in customer procurement policies and practices; changes in
product manufacturer sales policies and practices; the availability of product
and labor; changes in operating expenses; the effect of price increases or
decreases; the variability and timing of business opportunities including
acquisitions, alliances, customer agreements and supplier authorizations; the
Company's ability to realize the anticipated benefits of acquisitions and
marketing and other business strategies, including electronic commerce
initiatives; the incurrence of additional debt and contingent liabilities in
connection with acquisitions; changes in accounting policies and practices; the
effect of organizational changes within the Company; the emergence of new
competitors, including firms with greater financial resources than the Company;
risks and uncertainties associated with the Company's expansion into foreign
markets, including inflation rates, recessions, and foreign currency exchange
rates; adverse results in significant litigation matters; adverse regulation and
legislation; and the occurrence of extraordinary events (including prolonged
labor disputes, war, natural events and acts of God, fires, floods and
accidents).
10
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
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ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- --------------------------------------------------------------------------------
We have evaluated the Company's exposure to various market risk factors,
including but not limited to, interest rate, foreign currency exchange and
commodity price risks. The Company is primarily affected by market risk exposure
through the effect of changes in interest rates. The Company manages interest
rate risk through the use of a combination of fixed rate long-term debt and
variable rate borrowings under its committed revolving credit agreement.
Variable rate borrowings under its committed revolving credit agreement totaled
$17.8 million at September 30, 2001. A 1% increase or decrease in interest rates
under this agreement would not have a material impact on our operations,
financial position, or cash flows.
The Company protects its foreign currency exposure from the Canadian dollar
through the use of cross currency swap agreements as well as of foreign-currency
denominated debt. Hedging of the US dollar denominated debt used to fund a
substantial portion of Company's net investment in its Canadian operations is
accomplished through the use of cross currency swaps. Any gain or loss on the
hedging instrument offsets the gain or loss on the underlying debt. The impact
on the Company's future earnings from exposure to changes in foreign currency
exchange rates is expected to be immaterial.
11
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings.
------------------
Applied Industrial Technologies, Inc. and/or one of its subsidiaries is
a party to various pending judicial and administrative proceedings.
Based on circumstances currently known, the Company does not believe
that any liabilities that may result from these proceedings are
reasonably likely to have a material adverse effect on the Company's
financial position or results of operations.
ITEM 5. Other Information.
------------------
(a) Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
At the Company's Annual Meeting of Shareholders held on October 16,
2001, there were 19,641,952 shares of common stock entitled to vote.
The Shareholders voted on the matters submitted to the meeting as
follows:
1. Election of three persons to be directors of Class II for a
term of three years:
For Withheld
--- --------
William G. Bares 17,610,854 587,288
Roger D. Blackwell 17,882,242 315,900
Stephen E. Yates 17,681,374 516,768
In August 2001, the Board had reduced the size of Class II
from four to three directors.
The terms of the Class III directors, including William E.
Butler, Russell R. Gifford, L. Thomas Hiltz, and David L.
Pugh, and of the Class I directors, including Thomas A.
Commes, J. Michael Moore, and Jerry Sue Thornton, continued
after the meeting.
2. Ratification of the Board of Directors' appointment of
Deloitte & Touche LLP as the Company's independent auditors
for the fiscal year ending June 30, 2002.
For Withheld Abstain
--- -------- -------
17,952,026 56,990 189,126
Discretionary voting was authorized as to the two matters submitted.
There were no broker non-votes.
12
(b) Election of Officers.
---------------------
At its Organizational Meeting held on October 16, 2001, the Board of
Directors elected the following officers of the Company:
David L. Pugh Chairman & Chief Executive Officer
Bill L. Purser President & Chief Operating Officer
Todd A. Barlett Vice President-Global Business Development
Fred D. Bauer Vice President-Legal Services & Secretary
Donald L. Chargin Vice President-Unit President, Industrial Products
Robert A. Christensen Vice President-Unit President, Fluid Power Products
Michael L. Coticchia Vice President-Human Resources and Risk Management &
Assistant Secretary
Mark O. Eisele Vice President & Controller
James T. Hopper Vice President-Chief Information Officer
Jeffrey A. Ramras Vice President-Supply Chain Management
Richard C. Shaw Vice President-Communications & Learning
Robert C. Stinson Vice President-Chief Administrative Officer &
General Counsel
John R. Whitten Vice President-Chief Financial Officer &
Treasurer
Jody A. Chabowski Assistant Controller
Alan M. Krupa Assistant Treasurer
ITEM 6. Exhibits and Reports on Form 8-K.
--------------------------------
(a) Exhibits.
--------
Exhibit No. Description
----------- -----------
3(a) Amended and Restated Articles of
Incorporation of Applied Industrial
Technologies, Inc. (filed as Exhibit 3(a) to
the Company's Form 10-Q for the quarter ended
September 30, 1998, SEC File No. 1-2299, and
incorporated here by reference).
3(b) Code of Regulations of Applied Industrial
Technologies, Inc., as amended on October 19,
1999 (filed as Exhibit 3(b) to the Company's
Form 10-Q for the quarter ended September 30,
1999, SEC File No. 1-2299, and incorporated
here by reference).
13
4(a) Certificate of Merger of Bearings, Inc.
(Ohio) and Bearings, Inc. (Delaware) filed
with the Ohio Secretary of State on October
18, 1988, including an Agreement and Plan of
Reorganization dated September 6, 1988 (filed
as Exhibit 4(a) to the Company's Registration
Statement on Form S-4 filed May 23, 1997,
Registration No. 333-27801, and incorporated
here by reference).
4(b) $80,000,000 Maximum Aggregate Principal
Amount Note Purchase and Private Shelf
Facility dated October 31, 1992 between the
Company and The Prudential Insurance Company
of America (filed as Exhibit 4(b) to the
Company's Registration Statement on Form S-4
filed May 23, 1997, Registration No.
333-27801, and incorporated here by
reference).
4(c) Amendment to $80,000,000 Maximum Aggregate
Principal Amount Note Purchase and Private
Shelf Facility dated October 31, 1992 between
the Company and The Prudential Insurance
Company of America (filed as Exhibit 4(g) to
the Company's Form 10-Q for the quarter ended
March 31, 1996, SEC File No. 1-2299, and
incorporated here by reference).
4(d) Private Shelf Agreement dated as of November
27, 1996, as amended on January 30, 1998,
between the Company and The Prudential
Insurance Company of America (filed as
Exhibit 4(f) to the Company's Form 10-Q for
the quarter ended March 31, 1998, SEC File
No. 1-2299, and incorporated here by
reference).
4(e) Amendment dated October 24, 2000 to November
27, 1996 Private Shelf Agreement between the
Company and The Prudential Insurance Company
of America (filed as Exhibit 4(e) to the
Company's Form 10-Q for the quarter ended
September 30, 2000, SEC File No. 1-2299, and
incorporated here by reference).
4(f) $150,000,000 Credit Agreement dated as of
November 5, 1998 among the Company, KeyBank
National Association as Agent, and various
financial institutions (filed as Exhibit 4(e)
to the Company's Form 10-Q for the quarter
ended
14
September 30, 1998, SEC File No. 1-2299, and
incorporated here by reference).
4(g) Rights Agreement, dated as of February 2,
1998, between the Company and Harris Trust
and Savings Bank, as Rights Agent, which
includes as Exhibit B thereto the Form of
Rights Certificate (filed as Exhibit No. 1 to
the Company's Registration Statement on Form
8-A filed July 20, 1998, SEC File No. 1-2299,
and incorporated here by reference).
(b) The Company did not file, nor was it required to file, a Report on Form
8-K with the Securities and Exchange Commission during the quarter
ended September 30, 2001.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
APPLIED INDUSTRIAL TECHNOLOGIES, INC.
(Company)
Date: November 9, 2001 By: /s/ John R. Whitten
------------------------------------------
John R. Whitten
Vice President-Chief Financial Officer
& Treasurer
Date: November 9, 2001 By: /s/ Mark O. Eisele
------------------------------------------
Mark O. Eisele
Vice President & Controller
15
APPLIED INDUSTRIAL TECHNOLOGIES, INC.
EXHIBIT INDEX
TO FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2001
EXHIBIT NO. DESCRIPTION PAGE
3(a) Amended and Restated Articles of Incorporation of
Applied Industrial Technologies, Inc. (filed as
Exhibit 3(a) to the Company's Form 10-Q for the
quarter ended September 30, 1998, SEC File No.
1-2299, and incorporated here by reference).
3(b) Code of Regulations of Applied Industrial
Technologies, Inc., as amended on October 19, 1999
(filed as Exhibit 3(b) to the Company's Form 10-Q
for the quarter ended September 30, 1999, SEC File
No. 1-2299, and incorporated here by reference).
4(a) Certificate of Merger of Bearings, Inc. (Ohio) and
Bearings, Inc. (Delaware) filed with the Ohio
Secretary of State on October 18, 1988, including
an Agreement and Plan of Reorganization dated
September 6, 1988 (filed as Exhibit 4(a) to the
Company's Registration Statement on Form S-4 filed
May 23, 1997, Registration No. 333-27801, and
incorporated here by reference).
4(b) $80,000,000 Maximum Aggregate Principal Amount
Note Purchase and Private Shelf Facility dated
October 31, 1992 between the Company and The
Prudential Insurance Company of America (filed as
Exhibit 4(b) to the Company's Registration
Statement on Form S-4 filed May 23, 1997,
Registration No. 333-27801, and incorporated here
by reference).
4(c) Amendment to $80,000,000 Maximum Aggregate
Principal Amount Note Purchase and Private Shelf
Facility dated October 31, 1992 between the
Company and The Prudential Insurance Company of
America (filed as Exhibit 4(g) to the Company's
Form 10-Q for the quarter ended March 31, 1996,
SEC File No. 1-2299, and incorporated here by
reference).
4(d) Private Shelf Agreement dated as of November 27,
1996, as amended on January 30, 1998, between the
Company and The Prudential Insurance Company of
America (filed as Exhibit 4(f) to the Company's
Form 10-Q for the quarter ended March 31, 1998,
SEC File No. 1-2299, and incorporated here by
reference).
4(e) Amendment dated October 24, 2000 to November 27,
1996 Private Shelf Agreement between the Company
and The Prudential Insurance Company of America
(filed as Exhibit 4(e) to the Company's Form 10-Q
for the quarter ended September 30, 2000, SEC File
No. 1-2299, and incorporated here by reference).
4(f) $150,000,000 Credit Agreement dated as of November
5, 1998 among the Company, KeyBank National
Association as Agent, and various financial
institutions (filed as Exhibit 4(e) to the
Company's Form 10-Q for the quarter ended
September 30, 1998, SEC File No. 1-2299, and
incorporated here by reference).
4(g) Rights Agreement, dated as of February 2, 1998,
between the Company and Harris Trust and Savings
Bank, as Rights Agent, which includes as Exhibit B
thereto the Form of Rights Certificate (filed as
Exhibit No. 1 to the Company's Registration
Statement on Form 8-A filed July 20, 1998, SEC
File No. 1-2299, and incorporated here by
reference).