1
SECURITIES AND EXCHANGE COMMISSION
----------------------------------
WASHINGTON, D.C. 20549
----------------------
FORM 10-Q
---------
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 27, 1998
------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from_____________to______________
Commission File #0-16148
------------------------
Multi-Color Corporation
(Exact name of Registrant as specified in its charter)
OHIO
(State or other jurisdiction of 31-1125853
incorporation or organization) (IRS Employer
Identification No.)
205 W. Fourth Street, Suite 1140, Cincinnati, Ohio 45202
--------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number - 513/381-1480
-----------------------------------------
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 Registrant's classes of
common stock, as of the latest practicable date.
Common shares, no par value - 2,300,460 (as of November 10, 1998)
-----------------------------------------------------------------
-1-
2
PART 1. FINANCIAL INFORMATION
-----------------------------
Item 1. Financial Statements
- - ----------------------------
MULTI-COLOR CORPORATION
-----------------------
Statements of Operations
(Prepared Without Audit)
(Thousands except per share amounts)
Thirteen Weeks Ended
--------------------------------------------
September 27, 1998 September 28, 1997
------------------ ------------------
NET SALES $ 12,295 $ 11,792
COST OF GOODS SOLD 10,469 9,839
-------- --------
Gross Profit 1,826 1,953
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 1,695 1,399
RESTRUCTURING CHARGE - 310
-------- --------
Operating Income (loss) $ 131 $ 244
OTHER EXPENSE (INCOME) 126 (78)
INTEREST EXPENSE 283 286
-------- --------
Income (loss) Before Taxes $ (278) $ 36
Provision (Credit) for Taxes - -
-------- --------
NET INCOME (LOSS) $ (278) $ 36
======== ========
PREFERRED STOCK DIVIDENDS $ 68 $ 70
======== ========
NET EARNINGS PER SHARE COMMON SHARE
Basic earnings (loss) per share $ (0.15) $ (0.02)
======== ========
Diluted earnings (loss) per share $ (0.15) $ (0.02)
======== ========
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic 2,283 2,170
======== ========
Diluted 2,283 2,170
======== ========
The accompanying notes are an integral part of this financial information.
-2-
3
PART 1. FINANCIAL INFORMATION
-----------------------------
Item 1. Financial Statements
- - ----------------------------
MULTI-COLOR CORPORATION
-----------------------
Statements of Operations
(Prepared Without Audit)
(Thousands except per share amounts)
Twenty-Six Weeks Ended
-----------------------------------------
September 27, 1998 September 28, 1997
------------------ ------------------
NET SALES $ 23,743 $ 23,276
COST OF GOODS SOLD 20,601 19,503
------------------ ------------------
Gross Profit 3,142 3,773
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 2,697 2,797
RESTRUCTURING CHARGE - 310
------------------ ------------------
Operating Income (loss) $ 445 $ 666
OTHER EXPENSE (INCOME) (32) (79)
INTEREST EXPENSE 563 553
------------------ ------------------
Income (loss) Before Taxes and Cumulative Effect of a
Change in Accounting Principle $ (86) $ 192
Provision (Credit) for Taxes - -
------------------ ------------------
Income (loss) Before Cumulative Effect of a Change in Accounting Principle $ (86) $ 192
Cumulative Effect of Change in Accounting for Inventories, Net of Tax (224) -
------------------ ------------------
NET INCOME (LOSS) $ 138 $ 192
================== ==================
PREFERRED STOCK DIVIDENDS $ 138 $ 140
================== ==================
NET EARNINGS (LOSS) PER SHARE COMMON SHARE
Basic earnings (loss) per share:
Income (loss) before Cumulative Effect $ (0.10) $ 0.02
Cumulative Effect of Change in Accounting for Inventories $ 0.10 -
------------------ ------------------
Net Income (loss) $ 0.00 $ 0.02
================== ==================
Diluted earnings (loss) per share:
Income (loss) before Cumulative Effect $ (0.08) $ 0.02
Cumulative Effect of Change in Accounting for Inventories $ 0.08 -
------------------ ------------------
Net Income (loss) $ 0.00 $ 0.02
================== ==================
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic 2,232 2,170
================== ==================
Diluted 2,232 2,219
================== ==================
The accompanying notes are an integral part of this financial information.
-3-
4
Item 1. Financial Statements (Continued)
- - ----------------------------------------
MULTI-COLOR CORPORATION
Balance Sheets
(Thousands)
ASSETS
------
September 27, 1998 March 29, 1998
------------------ ---------------
(Derived from
(Prepared Audited Financial
Without Audit) Statements)
CURRENT ASSETS
Cash and Cash Equivalents $ 34 $ 12
Accounts Receivable 4,429 4,682
Notes Receivable 114 130
Inventories
Raw Materials 1,139 1,720
Work in Progress 1,258 739
Finished Goods 2,366 2,564
Deferred Tax Benefit 476 476
Prepaid Expenses and Supplies 122 165
Refundable Income Taxes 30 30
Property Held for Sale 0 905
-------- --------
Total Current Assets $ 9,968 $ 11,423
-------- --------
SINKING FUND DEPOSITS $ 1,649 $ 621
-------- --------
PROPERTY, PLANT, AND EQUIPMENT $ 29,147 $ 29,003
ACCUMULATED DEPRECIATION (11,358) (10,383)
-------- --------
$ 17,789 $ 18,620
-------- --------
DEFERRED CHARGES, net $ 134 $ 48
-------- --------
NOTE RECEIVABLE $ 0 $ 42
-------- --------
NOTES RECEIVABLE FROM OFFICERS/SHAREHOLDERS $ 100 $ 100
-------- --------
TOTAL ASSETS $ 29,640 $ 30,854
======== ========
LIABILITIES AND SHAREHOLDERS' INVESTMENT
----------------------------------------
CURRENT LIABILITIES:
Short-Term Debt $ 2,286 $ 3,664
Current Portion of Long-term Debt 1,011 1,024
Current Portion of Capital Lease Obligation 105 93
Accounts Payable 6,433 6,968
Accrued Expenses 2,145 1,500
-------- --------
Total Current Liabilities $ 11,980 $ 13,249
-------- --------
LONG-TERM DEBT, excluding current portion $ 11,000 $ 11,000
-------- --------
CAPITAL LEASE OBLIGATION $ 147 $ 208
-------- --------
DEFERRED TAXES $ 476 $ 476
-------- --------
DEFERRED COMPENSATION $ 892 $ 854
-------- --------
Total Liabilities $ 24,495 $ 25,787
-------- --------
MINORITY INTEREST $ 378 $ 402
-------- --------
SHAREHOLDERS' INVESTMENT
Preferred Stock Series B, no par value $ 530 $ 530
Preferred Stock Series A, no par value 2,418 2,418
Common Stock, no par value 218 218
Paid-in Capital 9,294 9,192
Accumulated Deficit (7,693) (7,693)
-------- --------
Total Shareholders' Investment $ 4,767 $ 4,665
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT $ 29,640 $ 30,854
======== ========
The accompanying notes are an integral part of this financial information.
-4-
5
Item 1. Financial Statements (Continued)
- - ----------------------------------------
MULTI-COLOR CORPORATION
Statements of Cash Flows
(Prepared Without Audit)
(Thousands)
Twenty-Six Weeks Ended
----------------------------------------
September 27, 1998 September 28, 1997
------------------ ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss) $ 138 $ 192
Adjustments to reconcile net income to net
cash provided by (used in) operating activities -
Depreciation and amortization 993 977
Issuance of stock options below FMV 90
Minority interest in losses of subsidiary (24) (43)
Increase in deferred compensation 40 125
Decrease in notes receivable 58 53
Net (increase) decrease of accounts receivable,
inventories and prepaid expenses and supplies 561 (1,901)
Net increase (decrease) in accounts payable,
accrued liabilities, and preferred dividends 166 1,372
Increase in restructuring changes - 310
Payment of restructuring changes - (101)
------- -------
Net cash provided by operating activities $ 2,022 $ 984
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Expenditures, net $ (234) $(2,960)
Restricted cash (IRB Proceeds) 23 (458)
Proceeds from sale of property, plant and equipment 938 190
------- -------
Net cash provided by (used in) investing activities $ 727 $(3,228)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease of revolving loan including,
non-current portion, net $(1,379) $ 308
Cash Dividends/Accrued Dividends (138) (140)
Sinking fund payments (1,052) (864)
Additions to long-term debt, including current portion - 3,011
Proceeds from issuance of common stock 13
Repayment of long-term debt, including current portion (13)
Repayment of Capital Lease Obligations (49) (54)
Capitalized Bank Fees (109) (75)
------- -------
Net cash provided by (used in) financing activities $(2,727) $ 2,186
------- -------
Net increase in cash and cash equivalents $ 22 $ (58)
CASH AND CASH EQUIVALENTS, beginning of period $ 12 $ 81
------- -------
CASH AND CASH EQUIVALENTS, end of period $ 34 $ 23
------- -------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid $ 468 $ 553
------- -------
Income Taxes paid $ 4 $ 5
------- -------
The accompanying notes are an integral part of this financial information.
-5-
6
MULTI-COLOR CORPORATION
Notes to Financial Information
Item 1. Financial Statements (Continued)
--------------------------------
The condensed financial statements included herein have been prepared
by the Company, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission. Although certain
information and footnote disclosures, normally included in financial
statements prepared in accordance with generally accepted accounting
principles, have been condensed or omitted pursuant to such rules and
regulations, the Company believes that the disclosures are adequate to
make the information presented not misleading. These condensed
financial statements should be read in conjunction with the financial
statements and the notes thereto included in the Company's latest
Annual Report on Form 10-K and the form 10-Q for the quarter ended
June 28, 1998.
The information furnished in these financial statements reflects all
estimates and adjustments which are, in the opinion of management,
necessary to present fairly the results for the interim periods
reported, and all adjustments and estimates are of a normal recurring
nature.
Effective March 30, 1998, the Company elected to change its method of
inventory valuation to encompass a more complete absorption of
overhead costs in inventory. The Company believes the new method is
preferable for matching the full cost of the inventory with the
revenues generated. The cumulative effect of this accounting change as
of March 30, 1998 was to increase income $224,000 ($.08 per diluted
common share) and has been separately identified on the Statement of
Operations for the twenty-six weeks ended September 27, 1998.
Information is not available to determine the effect of the change on
income for the quarter ended September 28, 1997.
Preferred stock dividends of $68,445 and $69,852 for the quarters
ended September 27, 1998 and September 28, 1997, respectively, have
been deducted from the net income (loss) generated to arrive at the
income (loss) available to common stockholders for the calculation of
basic and diluted EPS.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
-----------------------------------------------------------------------
of Operations
-------------
Results of Operations
Thirteen Weeks Ended September 27, 1998 Compared to the Thirteen Weeks Ended
September 28, 1997
Net sales increased $503,000, or 4.3%, in the second quarter as
compared to the same quarter of the previous year. In-mold and cylinder
sales increased 16% while prime label sales decreased 37% in the second
quarter as compared to the same period in the prior year.
Gross profit decreased $127,000 as compared to the same period in the
prior year. The decrease in gross profit was attributable to the
reclassification of plant administration expenses, ($225,000), to cost
of goods sold, offset by improved efficiencies and waste reduction
realized at the Company's Scottsburg plant during the second quarter of
fiscal 1999.
-6-
7
Selling, general, and administrative expenses increased $296,000 as
compared to the same prior year period. The increase was primarily
attributable to the Company changing its accrual for environmental
matters. As previously disclosed, the Company voluntarily notified
officials in Indiana that environmental compliance issues existed at
the Scottsburg plant. The Company subsequently announced that the
Indiana Department of Environmental Management ("IDEM") had made an
initial proposal for an administrative settlement to resolve the
compliance issues which included a settlement of claims for penalties
in the amount of $1,277,000 and associated costs. The Company has
reached an agreement in principle with IDEM to resolve these matters
which is contingent upon the final approval of the Commissioner of
IDEM. In light of those developments and certain developments in Ohio,
the Company has increased its' environmental reserve by $544,000 during
the quarter. Except for the environmental accrual and an accrual of
$182,000 for workers' compensation matters (which have been resolved
subsequent to the end of the fiscal second quarter), selling, general
and administrative expenses decreased by $431,000 from the prior year.
The decrease in selling, general and administrative expenses is
primarily due to cost reductions made in administrative overhead,
expense control and the previously mentioned reclassification of plant
administrative expenses ($225,000) to cost of goods sold.
Other income decreased $204,000 compared to the same prior year period.
The decrease was attributable to a $90,000 expense incurred by the
Company for the sale of stock and issuance of stock options below fair
market value. Additionally, prior year other income was positively
impacted by the gain on sale of assets, $191,000, from closing the
Cincinnati plant.
Interest expense decreased $3,000 as compared to the same period in the
prior year and was the result of lower average borrowings under the
revolving credit line.
The net loss for the period was $(278,000) [($0.15) per share after the
accrual of preferred stock dividends] as compared to net income of
$36,000 [($0.02) per share after payment of preferred stock dividends]
in the same prior year period. The prior year results were negatively
impacted by a $310,000 restructuring charge for severance and benefit
obligations associated with the closing of the Cincinnati plant.
Twenty-Six Weeks Ended September 27, 1998 Compared to the Twenty-Six Weeks Ended
September 28, 1997
Net sales increased $467,000, or 2.0%, in the first six months as
compared to the same period of the previous year. In-mold and cylinder
sales increased 9% while prime label sales decreased 23% in the first
six months as compared to the same period in the prior year.
Gross profit decreased $631,000 as compared to the same period in the
prior year. The decrease in gross profit was attributable to higher
cost product produced in the fiscal 1998 fourth quarter and sold in the
first quarter of fiscal 1999 and the reclassification of plant
administration expenses ($450,000), to cost of goods sold, offset by
improved efficiencies and waste reduction realized at Scottsburg during
the first six months of fiscal 1999.
Selling, general, and administrative expenses decreased $100,000 as
compared to the same prior year period. The decrease was primarily
attributable to cost reductions made in administrative overhead,
expense control, and the reclassification of plant administrative
expenses offset by the Company changing its accrual for environmental
matters. As previously disclosed, the Company voluntarily notified
officials in Indiana that environmental compliance issues existed at
the Scottsburg plant. The Company subsequently announced that the
Indiana Department of Environmental Management ("IDEM") had made an
initial proposal for an administrative settlement to resolve the
compliance issues which included a settlement of claims for penalties
in the amount of $1,277,000 and associated costs. The Company has
reached an agreement in principle with IDEM to resolve these matters
which is contingent upon the final approval of the Commissioner of
IDEM. In light of those developments and certain developments in Ohio,
the Company has increased its' environmental reserve by $544,000 during
the quarter. Except for the environmental accrual and an accrual of
$182,000 for workers' compensation matters (which have been resolved
subsequent to the end of the fiscal second quarter), selling, general
and administrative expenses decreased by $827,000 from the prior year.
The decrease in selling, general and administrative expenses is
primarily due to cost reductions made in administrative overhead,
expense control and the previously mentioned reclassification of plant
administrative expenses ($450,000) to cost of goods sold.
-7-
8
Other income decreased $47,000 compared to the same prior year period.
The decrease was attributable to a $89,000 expense incurred by the
Company for the sale of stock and issuance of stock options below fair
market value, one-time expenses of $134,000 relating to the closing of
the Cincinnati plant, offset by a $303,000 refund of worker's
compensation premiums. Additionally, prior year other income was
positively impacted by the gain on sale of assets, $191,000, from
closing the Cincinnati plant.
Interest expense increased $10,000 as compared to the same period in
the prior year and was the result of higher average borrowings under
the revolving credit line.
Effective March 30, 1998, the Company elected to change its method of
inventory valuation to encompass a more complete absorption of overhead
costs in inventory. The Company believes the new method is preferable
for matching the full cost of the inventory with the revenues
generated. The cumulative effect of this accounting change as of March
30, 1998 was to increase income $224,000 ($.08 per diluted common
share) and has been separately identified on the Statement of
Operations for the twenty six weeks ended September 27, 1998.
The net income for the period was $138,000 [($0.00) per share after the
accrual of preferred stock dividends] as compared to net income of
$192,000 [$0.02 per share after payment of preferred stock dividends]
in the same prior year period. The prior year results were negatively
impacted by a $310,000 restructuring charge for severance and benefit
obligations associated with the closing of the Cincinnati plant.
Liquidity and Capital Resources
The Company is dependent on availability under its Revolving Credit
Agreement, approximately $2,500,000 at September 27, 1998, and its
operations to provide for cash needs. The Company entered into a new
credit agreement with PNC Bank, Ohio, National Association and
Comerica Bank on June 22, 1998 which is a restatement of its prior
credit agreements. The earlier credit agreements were amended several
times between 1994 and 1998 to reflect, among other things, the
Company's inability to meet certain financial covenants, including
cash flow coverage ratios, leverage ratios and current ratios, and to
reflect equity infusions and changes in the Company's results of
operations during that time period. The new credit agreement provides
for available borrowings under a revolving line of credit up to a
maximum of $5,000,000, subject to certain borrowing base limitations.
The new credit agreement also allows up to $3,500,000 of capital
expenditures, including an expansion program for a new facility in
Scottsburg once certain performance criteria are met. Under the terms
of the new credit agreement, the Company is subject to a number of
financial covenants. Additionally, the Company is prohibited from
paying deferred dividends on its outstanding preferred stock and is
limited in its ability to borrow other funds until certain performance
criteria are met. The amount of accrued but unpaid preferred dividends
was $208,142 at September 27, 1998. The new credit agreement also
requires the Company to continue to place $1,000,000 per year into the
sinking fund to be available to retire other debt. The existing
sinking fund balance, plus fifty percent of the fiscal 1999 sinking
fund contributions, will provide the Company with the funds for the
Scottsburg expansion if the Company satisfies the performance criteria
allowing it to begin the expansion project.
-8-
9
Through the second quarter ended September 27, 1998, net cash provided
by operating activities was $2,022,000 as compared to net cash
provided by operating activities of $984,000 through the second
quarter ended September 28, 1997. Net cash provided by operating
activities was positively impacted by a decrease in accounts
receivable and inventory and an increase in accrued expenses due to
the Company changing its accrual for environmental matters.
At September 27, 1998, the Company's net working capital and current
ratio were $(2,012,000) and .83 to 1, respectively, as compared to net
working capital of $606,000 and current ratio of 1.06 to 1 at
September 28, 1997. The decrease in working capital was primarily
attributable to an increase in accounts payable and accrued
liabilities. At September 27, 1998, the Company was in compliance with
its loan covenants and current in its principal and interest payments
on all debt. The Company believes cash from operations and
availability under the line of credit will satisfy the Company's cash
needs, including debt service, capital expenditures and settlement
payments, through September 30, 1999.
The prior year results were negatively impacted by a $310,000
restructuring charge of severance and benefit obligations associated
with the closing of the Cincinnati plant.
Computer Systems - Year 2000 Impact
STATE OF READINESS: The Company has implemented a Year 2000 compliance
program designed to ensure that the Company's computer systems and
applications will function properly beyond 1999. The program
implementation involves employees from all areas of the Company. The
Company believes it has identified all the systems which need testing,
including, but not limited to, its traditional information systems, as
well as those systems containing embedded chip technology, commonly
found in the Company's presses and buildings and equipment connected
with the buildings' infrastructure such as heating, refrigeration and
air conditioning systems. The majority of testing to determine if the
systems are Year 2000 compliant is complete. Portions of the
remediation phase are also complete and currently in use. The
remainder of the remediation phase is projected to be completed by the
end of the current fiscal year. In some cases, purchased software will
be the basis for modifying non-compliant systems.
COSTS. The total expected cost of the Company's Year 2000 compliance
program is projected to be less then $300,000, consisting primarily of
the installation of a new computer system and internal salaries, of
which approximately $250,000 has been spent. All costs are either
capitalized or expensed as incurred. The Company expects funding for
these costs to come from working capital and, if necessary, from its
line of credit.
RISK. Although the full consequences are unknown, the failure of one
of the Company's critical systems or the failure of an outside system,
such as that of the Federal Reserve or electrical utilities, may
result in interruption of the Company's business which may result in a
materially adverse effect on the operations or financial condition of
the Company. With particular respect to raw materials purchased for
processing from the Company's key vendors, the Company does not expect
that any vendor's or small group of vendor's Year 2000 problems would
have a long-term negative effect on the Company since the Company does
not believe that any of its competitors would be in a position to sell
competitive products either. Notwithstanding the foregoing, the loss
of revenue for an extended period of time would likely have a
materially adverse effect on the Company. The Company has contacted
its significant customers and vendors with respect to their ability to
comply with the Year 2000. Despite the relative lack of problems
encountered in these discussions, the Company has no direct
confirmation or control of Year 2000 remediation efforts by
-9-
10
its customers and suppliers and therefore, there can be no assurance
that system failures that cause materially adverse results to
customers or vendors would not have an adverse effect on the Company.
CONTINGENCY PLANS. The Company is in the process of developing
contingency plans for those areas which might be affected by the Year
2000 problems; however, there can be no assurance that a contingency
plan will exist for all situations. Further, until the Company has
received information from most of its suppliers and customers, any
contingency plan would be preliminary.
Forward Looking Statements
Certain statements contained in this report that are not historical
facts constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, and are intended to
be covered by the safe harbors created by that Act. Reliance should
not be placed on forward-looking statements because they involve known
and unknown risks, uncertainties and other factors which may cause
actual results, performance or achievements to differ materially from
those expressed or implied. Any forward-looking statement speaks only
as of the date made. The Company undertakes no obligation to update
any forward-looking statements to reflect events or circumstances
after the date on which they are made.
Statements concerning expected financial performance, on-going
business strategies, and possible future action which the Company
intends to pursue in order to achieve strategic objectives constitute
forward-looking information. Implementation of these strategies and
the achievement of such financial performance are each subject to
numerous conditions, uncertainties and risk factors. Factors which
could cause actual performance to differ materially from these forward
looking statements include, without limitation, factors discussed in
conjunction with a forward-looking statement; changes in general
economic conditions; the success of its significant customers;
acceptance of new product offerings; changes in business strategy or
plans; vendor and customer Year 2000 compliance; quality of
management; availability, terms and development of capital;
availability of raw materials; business abilities and judgment of
personnel; changes in, or the failure to comply with, government
regulations; competition; the ability to achieve cost reductions; the
ability to dispose of certain assets at favorable prices; increases in
general interest rate levels affecting the company's interest costs
(most of which are tied to general interest rate levels); the ability
to refinance outstanding debt on favorable terms; and the ability to
reduce or defer certain capital expenditures. The Company undertakes
no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.
-10-
11
Part II. Other Information
--------------------------
Item 4. Submissions of Matters to a Vote of Security Holders
----------------------------------------------------
The Company's Annual Meeting of Shareholders was held on October 15,
1998. Each of the following matters was voted upon and approved by
the Company's shareholders as indicated below:
1. Election of the following directors:
Gordon B. Bonfield, 1,805,390 votes for and 9,050 withheld.
Charles B. Connolly, 1,805,390 votes for and 9,050 withheld.
Lorrence T. Kellar, 1,805,390 votes for and 9,050 withheld.
Burton D. Morgan, 1,802,105 votes for and 12,425 withheld.
David H. Pease, Jr., 1,802,105 votes for and 12,425 withheld.
Louis M. Perlman, 1,805,390 votes for and 9,050 withheld.
2. Approval of a Non-Employee Director Option Plan, 1,673,946
votes for, 136,564 votes against, 3,930 abstentions.
3. Ratification of the appointment of Grant Thornton LLP as the
Company's independent public accountants for fiscal 1999,
1,808,990 votes for 4,950 votes against, 500 abstentions.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) List of Exhibits
Description
-----------
Exhibit Number
--------------
27 Financial Data Schedule
-11-
12
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.
Multi-Color Corporation
(Registrant)
Date: November 16, 1998 By: /s/ William R. Cochran
-------------------------------
William R. Cochran
Vice President, Chief Financial Officer
-12-