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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q/A
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[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED SEPTEMBER 30, 1998
[ ] 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 1-584
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FERRO CORPORATION
(Exact Name of Registrant as specified in its charter)
An Ohio Corporation 1000 LAKESIDE AVENUE CLEVELAND, OH 44114 IRS No. 34-0217820
(Address of principal executive offices)
Registrant's telephone number including area code: 216/641-8580
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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
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At October 31, 1998, there were 35,439,420 shares of Ferro common stock, par
value $1.00, outstanding.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FERRO CORPORATION
(Registrant)
Date: December 3, 1998
/s/Hector R. Ortino
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Hector R. Ortino
President and Chief Operating Officer
Date: December 3, 1998
/s/ Gary H. Ritondaro
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Gary H. Ritondaro
Vice President and Chief Financial Officer
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EXHIBIT INDEX
The following exhibits are filed with this report or are incorporated here by
reference to a prior filing in accordance with Rule 12b-32 under the Securities
and Exchange Act of 1934. (Asterisk denotes exhibits filed with this report).
Exhibit:
(3) Articles of Incorporation and by-laws
(a) Eleventh Amended Articles of Incorporation (Reference is made
to Exhibit 3 (a) to Ferro Corporation's Form 10-Q for the
three months ended June 30, 1998, which Exhibit is
incorporated here by reference.)
(b) Certificate of Amendment to the Eleventh Amended Articles of
Incorporation of Ferro Corporation filed December 28, 1994
(Reference is made to Exhibit 3 (b) to Ferro Corporation's
Form 10-Q for the three months ended June 30, 1998, which
Exhibit is incorporated here by reference.)
(c) Certificate of Amendment to the Eleventh Amended Articles of
incorporation of Ferro Corporation filed June 19, 1998
(Reference is made to Exhibit 3 (c) to Ferro Corporation's
Form 10-Q for the three months ended June 30, 1998, which
Exhibit is incorporated here by reference.)
(d) Amended Code of Regulations (Reference is made to Exhibit 3
(d) to Ferro Corporation's Form 10-Q for the three months
ended June 30, 1998, which Exhibit is incorporated here by
reference.)
(4) Instruments defining rights of security holders, including indentures
(a) Shareholder Rights Agreement between Ferro Corporation and
National City Bank, Cleveland, Ohio, as Rights Agent, dated as
of March 22, 1996. (Reference is made to the Exhibit to the
Registration Statement on Form 8-A dated May 15, 1996, which
Exhibit is incorporated here by reference.)
(b) The rights of the holders of Ferro's Debt Securities issued
and to be issued pursuant to an Indenture between Ferro and
Society National Bank, as Trustee, are described in the form
of Indenture dated May 1, 1993. (Reference is made to Exhibit
4(j) to Ferro Corporation's Form 1O-Q for the three months
ended June 30, 1993, which Exhibit is incorporated here by
reference.)
(c) The rights of the holders of Ferro's Debt Securities issued
and to be issued pursuant to a Senior Indenture between Ferro
and Chase Manhattan Trust Company, National Association, as
Trustee, are described in the Senior Indenture, dated March
25, 1998. (Reference is made to Exhibit 4(c) to Ferro
Corporation's Form 10-Q for the three months ended March 31,
1998, which Exhibit is incorporated here by reference.)
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(d) Form of Security (7 1/8% Debentures due 2028). (Reference is
made to Exhibit 4(a-1) to Ferro Corporation's Form 8-K filed
March 31, 1998, which Exhibit is incorporated here by
reference.)
**(11) Statement Regarding Computation of Earnings per Share.
**(12) Ratio of Earnings to Fixed Charges.
**(27) Financial Data Schedule for the Quarter Ended September 30,
1998
*(99) The Condensed Consolidated Balance Sheets as of September 30,
1998 (Unaudited) and December 31, 1997, and the Condensed
Consolidated Statements of Income and Condensed Consolidated
Statements of Cash Flows for the three and nine months ended
September 30, 1998 and 1997 (Unaudited) of Ferro Corporation
and Subsidiaries.
** Filed as Exhibits to Ferro Corporation's Form 10-Q for the three months
ended September 30, 1998, which Exhibits are incorporated herein by
reference.