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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 Quarter Ended June 30, 1998
or
( ) Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Libbey Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-12084 34-1559357
- -------- ------- ----------
(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification No.)
incorporation or
organization)
300 Madison Avenue, Toledo, Ohio 43604
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(Address of principal executive offices) (Zip Code)
419-325-2100
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(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 the number of shares outstanding of each of the issuer's classes
of common stock as of the latest practicable date.
Common Stock, $.01 par value - 17,637,981 shares at July 31, 1998.
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The Condensed Consolidated Financial Statements presented herein are unaudited
but, in the opinion of management, reflect all adjustments necessary to present
fairly such information for the periods and at the dates indicated. Since the
following condensed unaudited financial statements have been prepared in
accordance with Article 10 of Regulation S-X, they do not contain all
information and footnotes normally contained in annual consolidated financial
statements; accordingly, they should be read in conjunction with the
Consolidated Financial Statements and notes thereto appearing in the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1997.
The interim results of operations are not necessarily indicative of results for
the entire year.
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LIBBEY INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per-share amounts)
(unaudited)
Three months ended June 30,
Revenues: 1998 1997
---- ----
Net sales $ 113,673 $ 103,954
Royalties and net technical
assistance income 751 696
--------- ---------
Total revenues 114,424 104,650
Costs and expenses:
Cost of sales 79,569 71,894
Selling, general and administrative
expenses 12,795 12,707
--------- ---------
92,364 84,601
--------- ---------
Income from operations 22,060 20,049
Other income:
Equity earnings 3,727 --
Other income - net (175) (20)
--------- ---------
3,552 (20)
--------- ---------
Earnings before interest and income taxes 25,612 20,029
Interest expense - net (3,260) (3,443)
--------- ---------
Income before income taxes 22,352 16,586
Provision for income taxes 8,605 6,454
--------- ---------
Net income $ 13,747 $ 10,132
========= =========
Net income per share
Basic $ 0.78 $ 0.67
========= =========
Diluted $ 0.76 $ 0.65
========= =========
Dividends per share $ 0.075 $ 0.075
========= =========
See accompanying notes.
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LIBBEY INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per-share amounts)
(unaudited)
Six months ended June 30,
Revenues: 1998 1997
---- ----
Net sales $ 203,761 $ 182,433
Royalties and net technical
assistance income 1,520 1,620
--------- ---------
Total revenues 205,281 184,053
Costs and expenses:
Cost of sales 146,929 128,669
Selling, general and administrative
expenses 25,504 24,457
--------- ---------
172,433 153,126
--------- ---------
Income from operations 32,848 30,927
Other income:
Equity earnings 6,035 --
Other income - net 80 44
--------- ---------
6,115 44
--------- ---------
Earnings before interest and income taxes 38,963 30,971
Interest expense - net (6,683) (6,744)
--------- ---------
Income before income taxes 32,280 24,227
Provision for income taxes 12,428 9,449
--------- ---------
Net income $ 19,852 $ 14,778
========= =========
Net income per share
Basic $ 1.13 $ 0.98
========= =========
Diluted $ 1.10 $ 0.95
========= =========
Dividends per share $ 0.15 $ 0.15
========= =========
See accompanying notes.
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LIBBEY INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
June 30, December 31,
1998 1997
---- ----
(unaudited) (Note)
ASSETS
Current assets:
Cash $ 3,704 $ 2,634
Accounts receivable:
Trade, less allowances of $3,681
and $3,103 48,408 49,982
Other 1,572 1,975
-------- ---------
49,980 51,957
Inventories:
Finished goods 99,615 91,897
Work in process 5,261 5,056
Raw materials 3,645 3,545
Operating supplies 880 800
-------- ---------
109,401 101,298
Prepaid expenses 5,190 5,575
-------- ---------
Total current assets 168,275 161,464
Other assets:
Repair parts inventories 8,866 7,148
Other 26,060 26,170
Investments 77,592 85,789
Goodwill, net of accumulated
amortization of $12,377 and $11,635 47,518 48,828
-------- --------
160,036 167,935
Property, plant and equipment, at cost 246,547 236,427
Less accumulated depreciation 124,621 116,226
-------- ---------
Net property, plant and equipment 121,926 120,201
-------- ---------
Total assets $450,237 $449,600
======== ========
Note: The condensed consolidated balance sheet at December 31, 1997 has been
derived from the audited consolidated financial statements at that date but does
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements.
See accompanying notes.
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LIBBEY INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
June 30, December 31,
1998 1997
---- ----
(unaudited) (Note)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable $ 11,514 $ 10,385
Accounts payable 21,008 29,472
Accrued liabilities 27,620 28,031
Other 18,519 14,019
--------- ---------
Total current liabilities 78,661 81,907
Long-term debt 185,747 200,350
Deferred taxes and other liabilities 16,042 14,880
Nonpension retirement benefits 52,103 52,474
Shareholders' equity:
Common stock, par value $.01
per share, 50,000,000 shares
authorized, 17,624,181 shares
issued and outstanding
(17,580,931 in 1997) 176 175
Capital in excess of par value 280,058 279,208
Deficit (161,580) (178,792)
Accumulated other comprehensive
income (970) (602)
-------- ---------
Total shareholders' equity 117,684 99,989
-------- ---------
Total liabilities and shareholders' equity $450,237 $ 449,600
======== =========
Note: The condensed consolidated balance sheet at December 31, 1997 has been
derived from the audited consolidated financial statements at that date but does
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements.
See accompanying notes.
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LIBBEY INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)
Six months ended June 30,
1998 1997
---- ----
Operating activities
Net income $ 19,852 $ 14,778
Adjustments to reconcile net income to net
cash provided by (used in) operating
activities:
Depreciation and amortization 10,463 11,163
Other non-cash charges 1,160 359
Equity earnings (6,035) --
Net change in components of working
capital and other assets (12,394) (31,829)
-------- --------
Net cash provided by (used in) operating
activities 13,046 (5,529)
Investing activities
Additions to property, plant and equipment (11,073) (6,861)
Dividends from Vitro Investments 14,232 --
-------- --------
Net cash provided by (used in)
investing activities 3,159 (6,861)
Financing activities
Net repayments under Bank Credit Agreement (14,482) (1,438)
Other net borrowings 1,129 15,475
Stock options exercised 851 2,381
Dividends (2,640) (2,265)
-------- --------
Net cash provided by (used in) financing
activities (15,142) 14,153
-------- --------
Effect of exchange rate fluctuations
on cash 7 (3)
-------- --------
Increase in cash 1,070 1,760
Cash at beginning of year 2,634 1,990
-------- --------
Cash at end of period $ 3,704 $ 3,750
======== ========
See accompanying notes.
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LIBBEY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Dollars in thousands, except per share data
(unaudited)
1. LONG-TERM DEBT
The Company and its Canadian subsidiary have an unsecured agreement ("Bank
Credit Agreement" or "Agreement") with a group of banks which provides for a
Revolving Credit and Swing Line Facility ("Facility") permitting borrowings up
to an aggregate total of $380 million, maturing May 1, 2002. Swing Line
borrowings are limited to $25 million with interest calculated at the prime rate
minus the Commitment Fee Percentage. Revolving Credit borrowings bear interest
at the Company's option at either the prime rate minus the Commitment Fee
Percentage, or a Eurodollar rate plus the Applicable Eurodollar Margin. The
Commitment Fee Percentage and Applicable Eurodollar Margin will vary depending
on the Company's performance against certain financial ratios. The Commitment
Fee Percentage and the Applicable Eurodollar Margin were 0.125% and 0.225%,
respectively, at June 30, 1998. The Company may also elect to borrow under a
Negotiated Rate Loan alternative of the Revolving Credit and Swing Line Facility
at floating rates of interest, up to a maximum of $190 million. The Revolving
Credit and Swing Line Facility also provides for the issuance of $35 million of
letters of credit, with such usage applied against the $380 million limit. At
June 30, 1998 the Company had $6.0 million in letters of credit outstanding
under the Facility.
The Company has entered into interest rate protection agreements ("Rate
Agreements") with respect to $175 million of debt under its Bank Credit
Agreement as a means to manage its exposure to fluctuating interest rates. The
Rate Agreements effectively convert this portion of the Company's Bank Credit
Agreement borrowings from variable rate debt to a fixed rate basis, thus
reducing the impact of interest rate changes on future income. The average
interest rate for the Company's borrowings related to the Rate Agreements at
June 30, 1998 was 5.94% for an average remaining period of 1.9 years. The
remaining debt not covered by the Rate Agreements has fluctuating interest rates
with a weighted average rate of 6.4% at June 30, 1998.
The interest rate differential to be received or paid under the Rate Agreements
is being recognized over the life of the Rate Agreements as an adjustment to
interest expense. Should the counterparts to these Rate Agreements fail to
perform, the Company would no longer be protected from interest rate
fluctuations by these Rate Agreements. However, the Company does not anticipate
nonperformance by the counterparts.
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The Company must pay a commitment fee ("Commitment Fee Percentage") on the total
credit provided under the Bank Credit Agreement. No compensating balances are
required by the Agreement. The Agreement requires the maintenance of certain
financial ratios, restricts the incurrence of indebtedness and other contingent
financial obligations, and restricts certain types of business activities and
investments.
2. ACQUISITION
On August 29, 1997, the Company completed a series of transactions with Vitro
S.A. (collectively the "Vitro Transactions") for a cash purchase price of
approximately $100 million and the assumption of certain liabilities, financed
through borrowings under the Bank Credit Agreement. The primary components of
the Vitro Transactions included the Company becoming: (i) a 49% equity owner in
Vitrocrisa; (ii) the exclusive distributor of Vitrocrisa's glass tableware
products in the U.S. and Canada and Vitrocrisa becoming the exclusive
distributor of Libbey's glass tableware products in Latin America; (iii) the
owner of substantially all of the assets and certain liabilities of the business
formerly known as WorldCrisa, renamed World Tableware; and (iv) the owner of a
49% interest in the business of Crisa Industrial, L.L.C., which distributes
industrial glassware in the U.S. and Canada for Vitrocrisa. As a result of the
Vitro Transactions, the Company consolidates the financial results of World
Tableware and includes in its financial results sales of Vitrocrisa's glass
tableware in the U.S. and Canada pursuant to the distribution agreement
described above.
The equity interests in Vitrocrisa and Crisa Industrial, L.L.C. were recorded as
equity investments of $82.2 million, which exceeded the underlying equity in net
assets by approximately $66.0 million. This amount is being amortized over 40
years as a charge to equity earnings. The acquisition of World Tableware was
accounted for under the purchase method of accounting for financial reporting
purposes, and a preliminary allocation of the purchase price to the underlying
net assets acquired has been made. The excess of the aggregate purchase price
over the fair value of assets acquired of approximately $12.4 million was
recorded as goodwill. The operating results of World Tableware and the equity
earnings of Vitrocrisa and Crisa Industrial, L.L.C. have been included in the
consolidated financial statements since the date of acquisition.
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The following unaudited pro forma results of operations assume the acquisition
occurred as of January 1, 1996 (in thousands, except per-share amounts):
Quarter ended June 30,
1998 1997
---- ----
Net revenues $114,424 $120,252
Net income $ 13,747 $ 10,851
Net income per share
Basic $ 0.78 $ 0.72
Diluted $ 0.76 $ 0.70
Six Months ended June 30,
1998 1997
---- ----
Net revenues $205,281 $214,361
Net income $ 19,852 $ 15,412
Net income per share
Basic $ 1.13 $ 1.02
Diluted $ 1.10 $ 0.99
3. CASH FLOW INFORMATION
Interest paid in cash aggregated $6,345 and $6,392 for the first six months of
1998 and 1997, respectively. Income taxes paid in cash aggregated $6,489 and
$5,484 for the first six months of 1998 and 1997, respectively.
4. NET INCOME PER SHARE OF COMMON STOCK
Basic net income per share of common stock is computed using the weighted
average number of shares of common stock outstanding. Diluted net income per
share of common stock is computed using the weighted average number of shares of
common stock outstanding and includes common share equivalents.
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The following table sets forth the computation of basic and diluted earnings per
share (dollars in thousands, except per-share amounts):
Quarter ended June 30, 1998 1997
- ---------------------- ---- ----
Numerator for diluted earnings
per share--net income which
is available to common
shareholders $ 13,747 $ 10,132
Denominator for basic earnings
per share--weighted-average
shares outstanding 17,607,457 15,141,599
Effect of dilutive
securities--employee stock
options 455,679 433,515
----------- -----------
Denominator for diluted earnings
per share--adjusted
weighted-average shares and
assumed conversions 18,063,136 15,586,603
Net income per share:
Basic $ 0.78 $ 0.67
Diluted $ 0.76 $ 0.65
Six Months ended June 30, 1998 1997
- ------------------------- ---- ----
Numerator for diluted earnings
per share--net income which
is available to common $ 19,852 $ 14,778
shareholders
Denominator for basic earnings
per share--weighted-average
shares outstanding 17,596,621 15,110,010
Effect of dilutive
securities--employee stock
options 447,573 427,389
----------- -----------
Denominator for diluted earnings
per share--adjusted
weighted-average shares and
assumed conversions 18,044,194 15,537,399
Net income per share:
Basic $ 1.13 $ 0.98
Diluted $ 1.10 $ 0.95
5. NEW ACCOUNTING STANDARDS
As of January 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income" ("Statement 130"). Statement
130 establishes new rules for the reporting and display of comprehensive income
and its components. The
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Company's components of comprehensive income are net income and foreign currency
translation adjustments. During the second quarter of 1998 and 1997, total
comprehensive income amounted to $13,276 and $10,163 respectively. For the first
six months of 1998 and 1997, comprehensive income amounted to $19,484 and
$14,720 respectively.
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131 "Disclosure about Segments of an
Enterprise and Related Information" ("Statement 131"), which is effective for
periods beginning after December 31, 1997. Statement 131 need not, however be
applied to interim financial statements in the initial year of its application.
The Company has not determined the impact of FAS 131.
In February 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 132 "Employers' Disclosures about Pensions
and Other Postretirement Benefits" ("Statement 132"), which is effective for
financial statements for fiscal years beginning after December 15, 1997.
Statement 132 establishes revised standards for disclosures about pensions and
other postretirement benefits. The Company has not determined the impact of
Statement 132.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS - SECOND QUARTER 1998 COMPARED WITH SECOND
QUARTER 1997
Three months ended
June 30,
-----------------------------
(dollars in thousands)
1998 1997
---- ----
Net sales $113,673 $103,954
Gross profit 34,104 32,060
As a percentage of sales 30.0% 30.8%
Income from operations $22,060 $20,049
As a percentage of sales 19.4% 19.3%
Earnings before interest and
income taxes $25,612 $20,029
As a percentage of sales 22.5% 19.3%
Net income $13,747 $10,132
As a percentage of sales 12.1% 9.7%
Net sales for the second quarter of 1998 of $113.7 million increased 9.3% from
net sales of $104.0 million reported in the comparable period in 1997.
Incremental sales from the Company's August 1997 acquisition of World Tableware
and distribution agreement with Vitrocrisa, the Company's new joint venture in
Mexico, were the factors in increasing sales. The Company's glassware area sales
were up modestly, as the solid increase in sales to foodservice customers and
the inclusion of Crisa glass sales more than offset lower export sales. Export
sales were down 42%, decreasing to $4.9 million from $8.5 million in the
year-ago period reflecting, in part, the economic conditions in the Far East. In
addition, the Company is aware of the potential of increased competition from
foreign suppliers endeavoring to sell glass tableware into the United States
market, including the foodservice channel of distribution. The Company is in the
process of assessing the effect, if any, of such increased competition on the
Company.
Gross profit increased 6.4% to $34.1 million in the second quarter of 1998 from
$32.1 million in the second quarter of 1997, and decreased as a percentage of
sales to 30.0% from 30.8%. Profit margins decreased as a result of the effect of
the acquisitions.
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Income from operations increased 10.0% to $22.1 million from $20.0 million in
the year-ago period. Operating income as a percentage of sales increased to
19.4% from 19.3% in the comparable year-ago period. Selling, general and
administrative expenses were at 1997 levels as expenses related to the recent
acquisitions were offset by reduced spending in the Company's glassware
operations.
Earnings before interest and income taxes (EBIT) increased 27.9% to $25.6
million from $20.0 million in the second quarter last year. The addition of
equity earnings of $3.7 million from the Company's new joint venture in Mexico
was the principal contributor.
Net income increased by $3.6 million due to items discussed above and a decrease
in the Company's effective tax rate from 38.9% to 38.5% and lower interest
expense.
RESULTS OF OPERATIONS - SIX MONTHS 1998 COMPARED WITH SIX MONTHS 1997
Six months ended
June 30,
----------------------------
(dollars in thousands)
1998 1997
---- ----
Net sales $203,761 $182,433
Gross profit 56,832 53,764
As a percentage of sales 27.9% 29.5%
Income from operations $32,848 $30,927
As a percentage of sales 16.1% 17.0%
Earnings before interest and
income taxes $38,963 $30,971
As a percentage of sales 19.1% 17.0%
Net income $19,852 $14,778
As a percentage of sales 9.7% 8.1%
Net sales for the first six months of 1998 of $203.8 million increased 11.7%
from net sales of $182.4 million reported in the comparable period in 1997.
Incremental sales from the Company's August 1997 acquisition of World Tableware
and distribution agreement with Vitrocrisa, the Company's new joint venture in
Mexico, were the factors in increasing sales. The Company's glassware area
experienced a sales increase compared to last year principally as a result of
the inclusion of Crisa
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glass. Export sales were down 27.4%, decreasing to $9.9 million from $13.6
million in the year-ago period reflecting the economic conditions in the Far
East.
Gross profit increased 5.7% to $56.8 million in the first six months of 1998
from $53.8 million in the first six months of 1997, and decreased as a
percentage of sales to 27.9% from 29.5%. Profit margins decreased as a result of
greater sales of lower-margin products and higher distribution costs associated
with the acquisitions.
Income from operations increased 6.2% to $32.8 million from $30.9 million in the
year-ago period. Operating income as a percentage of sales decreased to 16.1%
from 17.0% in the comparable year-ago period, as a result of higher
distributions expenses and increases in selling, general and administrative
expenses related to recent acquisitions.
Earnings before interest and income taxes (EBIT) increased 25.8% to $39.0
million from $31.0 million in the first six months last year. The addition of
equity earnings of $6.0 million from the Company's new joint venture in Mexico
was the principal contributor.
Net income increased by $5.1 million due to items discussed above and a decrease
in the Company's effective tax rate from 39.0% to 38.5% and slightly lower
interest expense.
CAPITAL RESOURCES AND LIQUIDITY
- -------------------------------
The Company had total debt of $197.3 million at June 30, 1998, compared to
$210.7 million at December 31, 1997. Seasonal increases in accounts receivable
and inventory in 1998 were less than 1997 reducing the borrowings necessary to
fund working capital. In addition, Libbey received a dividend from its
investment in Vitrocrisa of $14.2 million late in the first quarter. The Company
had additional debt capacity at June 30, 1998 under the Bank Credit Agreement of
$188.2 million. Of Libbey's outstanding indebtedness, $22.3 million is subject
to fluctuating interest rates at June 30, 1998. A change of one percentage point
in such rates would result in a change in interest expense of approximately $0.2
million on an annual basis.
The Company is not aware of any trends, demands, commitments, or uncertainties
which will result or which are reasonably likely to result in a material change
in Libbey's liquidity. The Company believes that its cash from operations and
available borrowings under the Bank Credit Agreement will be sufficient to fund
its operating requirements, capital expenditures and all other obligations
(including debt service and dividends) throughout the remaining term of the Bank
Credit Agreement.
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In addition, the Company anticipates refinancing the Bank Credit Agreement at or
prior to the maturity date of May 1, 2002 to meet the Company's longer term
funding requirements.
PART II - OTHER INFORMATION
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS
On April 30, 1998 at the annual meeting of stockholders, Messrs. Peter
C. Howell and Richard I. Reynolds were elected as members of Class II
of the board of directors for three year terms expiring on the date of
the 2001 annual meeting.
The results of the voting were:
Directors
Name For Withheld
---- --- --------
Mr. Howell 16,230,871 219,009
Mr. Reynolds 16,234,653 215,227
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a.) Exhibits
Exhibit
Number Description
- ------ -----------
10.35 Change of Control Agreement dated as of May 27, 1998
between Libbey Inc. and L. Frederick Ashton.
10.36 Change of Control Agreement dated as of May 27, 1998
between Libbey Inc. and Kenneth A. Boerger.
10.37 Change of Control Agreement dated as of May 27, 1998
between Libbey Inc. and Dave F. Brown.
10.38 Change of Control Agreement dated as of May 27, 1998
between Libbey Inc. and Rob A. Bules.
10.39 Change of Control Agreement dated as of May 27, 1998
between Libbey Inc. and Robert A. Dunton.
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10.40 Change of Control Agreement dated as of May 27, 1998
between Libbey Inc. and Terry E. Hartman.
10.41 Change of Control Agreement dated as of May 27, 1998
between Libbey Inc. and William M. Herb.
10.42 Change of Control Agreement dated as of May 27, 1998
between Libbey Inc. and Daniel P. Ibele.
10.43 Change of Control Agreement dated as of May 27, 1998
between Libbey Inc. and Pete D. Kasper.
10.44 Change of Control Agreement dated as of May 27, 1998
between Libbey Inc. and John F. Meier.
10.45 Change of Control Agreement dated as of May 27, 1998
between Libbey Inc. and Timothy T. Paige.
10.46 Change of Control Agreement dated as of May 27, 1998
between Libbey Inc. and John P. Pranckun.
10.47 Change of Control Agreement dated as of May 27, 1998
between Libbey Inc. and Willie B. Purvis.
10.48 Change of Control Agreement dated as of May 27, 1998
between Libbey Inc. and Richard I. Reynolds.
10.49 Change of Control Agreement dated as of May 27, 1998
between Libbey Inc. and Scott M. Sellick.
10.50 Change of Control Agreement dated as of May 27, 1998
between Libbey Inc. and Arthur H. Smith.
10.51 Change of Control Agreement dated as of May 27, 1998
between Libbey Inc. and Kenneth G. Wilkes.
10.52 Change of Control Agreement dated as of May 27, 1998
between Libbey Inc. and John A. Zarb.
10.53 Change of Control Agreement dated as of May 27, 1998
between Libbey Inc. and Wayne J. Zitkus.
27 Other Financial Information
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(b.) A form 8-K was filed during the second quarter, dated April 30,
1998 with respect to an authorization by the Board of Directors to
repurchase up to 875,000 shares of the Company's common stock in
open market and negotiated purchases.
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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.
LIBBEY INC.
Date August 12, 1998
By /s/ Kenneth G. Wilkes
------------------------------------
Kenneth G. Wilkes,
Vice President, Chief Financial
Officer and Treasurer
(Principal Accounting Officer)
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
--- -----------
10.35 Change of Control Agreement dated as of May 27,
1998 between Libbey Inc. and L. Frederick Ashton.
10.36 Change of Control Agreement dated as of May 27,
1998 between Libbey Inc. and Kenneth A. Boerger.
10.37 Change of Control Agreement dated as of May 27,
1998 between Libbey Inc. and Dave F. Brown.
10.38 Change of Control Agreement dated as of May 27,
1998 between Libbey Inc. and Rob A. Bules.
10.39 Change of Control Agreement dated as of May 27,
1998 between Libbey Inc. and Robert A. Dunton.
10.40 Change of Control Agreement dated as of May 27,
1998 between Libbey Inc. and Terry E. Hartman.
10.41 Change of Control Agreement dated as of May 27,
1998 between Libbey Inc. and William M. Herb.
10.42 Change of Control Agreement dated as of May 27,
1998 between Libbey Inc. and Daniel P. Ibele.
10.43 Change of Control Agreement dated as of May 27,
1998 between Libbey Inc. and Pete D. Kasper.
10.44 Change of Control Agreement dated as of May 27,
1998 between Libbey Inc. and John F. Meier
10.45 Change of Control Agreement dated as of May 27,
1998 between Libbey Inc. and Timothy T. Paige.
10.46 Change of Control Agreement dated as of May 27,
1998 between Libbey Inc. and John P. Pranckun.
10.47 Change of Control Agreement dated as of May 27,
1998 between Libbey Inc. and Willie B. Purvis.
10.48 Change of Control Agreement dated as of May 27,
1998 between Libbey Inc. and Richard I. Reynolds.
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EXHIBIT
NO. DESCRIPTION
--- -----------
10.49 Change of Control Agreement dated as of May 27,
1998 between Libbey Inc. and Scott M. Sellick.
10.50 Change of Control Agreement dated as of May 27,
1998 between Libbey Inc. and Arthur H. Smith.
10.51 Change of Control Agreement dated as of May 27,
1998 between Libbey Inc. and Kenneth G. Wilkes.
10.52 Change of Control Agreement dated as of May 27,
1998 between Libbey Inc. and John A. Zarb.
10.53 Change of Control Agreement dated as of May 27,
1998 between Libbey Inc. and Wayne J. Zitkus.
27 Other Financial Information
21