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 March 31, 1999.
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ---- EXCHANGE ACT OF 1934. For the transition Period from N/A to .
--- --------
Commission File No. 1-8467
BMC INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
MINNESOTA 41-0169210
(State of Incorporation) (IRS Employer Identification No.)
ONE MERIDIAN CROSSINGS, SUITE 850, MINNEAPOLIS, MINNESOTA 55423
(Address of Principal Executive Offices) (Zip Code)
(612) 851-6000
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether 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 at least the past 90 days.
X Yes No
---- ----
BMC Industries, Inc. has outstanding 27,259,271 shares of common stock as of May
6, 1999. There is no other class of stock outstanding.
Exhibit Index Begins at Page 13
PART I: FINANCIAL INFORMATION
BMC INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands)
Item 1: Financial Statements
MARCH 31 December 31
1999 1998
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ASSETS
Current Assets
Cash and cash equivalents $ 1,976 $ 1,028
Trade accounts receivable, net of allowances 43,015 39,163
Inventories 83,684 82,853
Deferred income taxes 14,617 14,603
Other current assets 15,203 14,347
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Total Current Assets 158,495 151,994
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Property, Plant and Equipment 273,491 276,630
Less Accumulated Depreciation 115,511 114,036
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Property, Plant and Equipment, Net 157,980 162,594
------------- ------------
Deferred Income Taxes 4,712 5,431
Intangible Assets, Net 72,291 73,178
Other Assets 7,541 6,268
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Total Assets $ 401,019 $ 399,465
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LIABILITIES AND STOCKHOLDERS' EQUITY
- --------------------------------------------------------------------------------------------------------------------------
Current Liabilities
Short-term borrowings $ 1,861 $ 1,929
Accounts payable 31,521 28,315
Income taxes payable 4,541 3,375
Accrued expenses and other liabilities 27,115 23,404
- --------------------------------------------------------------------------------------------------------------------------
Total Current Liabilities 65,038 57,023
- --------------------------------------------------------------------------------------------------------------------------
Long-term Debt 179,816 187,266
Other Liabilities 17,892 18,372
Deferred Income Taxes 4,604 3,547
Stockholders' Equity
Common stock 47,756 47,714
Retained earnings 89,219 86,436
Accumulated other comprehensive income (loss) (1,317) 1,113
Other (1,989) (2,006)
- --------------------------------------------------------------------------------------------------------------------------
Total Stockholders' Equity 133,669 133,257
- --------------------------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity $ 401,019 $ 399,465
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
See accompanying Notes to Condensed Consolidated Financial Statements.
BMC INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
(in thousands, except per share amounts)
Three Months Ended
March 31
----------------------------------
1999 1998
- ---------------------------------------------------------------------------------------------------------------------------
Revenues $ 84,645 $ 80,084
Cost of products sold 71,078 68,455
- ---------------------------------------------------------------------------------------------------------------------------
Gross margin 13,567 11,629
Selling 4,365 3,289
Administration 1,233 1,330
- ---------------------------------------------------------------------------------------------------------------------------
Income from Operations 7,969 7,010
- ---------------------------------------------------------------------------------------------------------------------------
Other Income and (Expense)
Interest expense (3,463) (1,383)
Interest income 5 32
Other income (expense) 390 (144)
- ---------------------------------------------------------------------------------------------------------------------------
Earnings before Income Taxes 4,901 5,515
Income Taxes 1,710 1,706
- ---------------------------------------------------------------------------------------------------------------------------
Net Earnings $ 3,191 $ 3,809
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Net Earnings Per Share:
Basic $ 0.12 $ 0.14
Diluted 0.12 0.14
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Number of Shares Included in Per Share Computation:
Basic 27,201 26,994
Diluted 27,405 27,644
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Dividends Declared Per Share $ 0.015 $ 0.015
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- ---------------------------------------------------------------------------------------------------------------------------
See accompanying Notes to Condensed Consolidated Financial Statements.
BMC INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended
March 31
-------------------------------------
1999 1998
- ------------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by (Used in) Operating Activities
Net earnings $ 3,191 $ 3,809
Depreciation and amortization 5,647 5,002
Changes in operating assets and liabilities 1,847 (10,990)
- ------------------------------------------------------------------------------------------------------------------------------
Total 10,685 (2,179)
- ------------------------------------------------------------------------------------------------------------------------------
Net Cash Used in Investing Activities
Additions to property, plant and equipment (2,504) (3,958)
- ------------------------------------------------------------------------------------------------------------------------------
Total (2,504) (3,958)
- ------------------------------------------------------------------------------------------------------------------------------
Net Cash (Used in) Provided by Financing Activities
Increase in short-term borrowings 248 114
Increase (decrease) in long-term debt (7,000) 22,270
Common stock issued (repurchased), net 42 (15,905)
Cash dividends paid (408) (417)
Other 17 (63)
- ------------------------------------------------------------------------------------------------------------------------------
Total (7,101) 5,999
- ------------------------------------------------------------------------------------------------------------------------------
Effect of Exchange Rate Changes on Cash and Cash Equivalents (132) (7)
- ------------------------------------------------------------------------------------------------------------------------------
Net Increase (Decrease) in Cash and Cash Equivalents 948 (145)
Cash and Cash Equivalents at Beginning of Period 1,028 2,383
- ------------------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Period $ 1,976 $ 2,238
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
See accompanying Notes to Condensed Consolidated Financial Statements.
BMC INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except per share amounts)
1. Financial Statements
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments necessary to
present fairly the financial position of the Company as of March 31, 1999,
and the results of operations and the cash flows for the periods ended
March 31, 1999 and 1998. Such adjustments are of a normal recurring nature.
Certain items in the financial statements for the period ended March 31,
1998 have been reclassified to conform to the presentation for the period
ended March 31, 1999. The results of operations for the three-month period
ended March 31, 1999 are not necessarily indicative of the results to be
expected for the full year. The balance sheet as of December 31, 1998 is
derived from the audited balance sheet as of that date. For further
information, refer to the financial statements and footnotes thereto
included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1998.
2. Inventories
MARCH 31, 1999 DECEMBER 31, 1998
-------------- -----------------
Raw materials $ 23,054 $ 24,845
Work in process 12,008 9,047
Finished goods 48,622 48,961
------------ ------------
$ 83,684 $ 82,853
------------ ------------
------------ ------------
3. Derivative Financial Instruments
Derivative financial instruments are used by the Company to reduce foreign
exchange and interest rate risks.
Interest Swap Agreements - In March 1997, the Company entered into an
interest rate swap agreement that allowed the Company to swap a variable
interest rate for a fixed interest rate of 6.365% on $15,000 of notional
debt for a period of two years ended in March 1999. In August 1998, the
Company entered into additional multiple interest rate swap agreements for
a total of $100 million of notional debt which provide for the Company to
swap a variable interest rate for fixed interest rates ranging from 5.74%
to 5.76% plus a specified spread depending on the swap involved (7.12% to
7.14% including current spread of 1.375%). These swaps expire at various
dates ranging from July 1999 to August 2000. The notional amount of debt is
not a measure of the Company's exposure to credit or market risks and is
not included in the condensed consolidated balance sheet. Fixing the
interest rate minimizes the Company's exposure to the uncertainty of
floating interest rates during this two-year period. Amounts to be paid or
received under the interest rate swap agreement are accrued and recorded as
an adjustment to Interest Expense during the term of the interest rate swap
agreements.
Cross-Currency Swap Agreement - In January 1999, the Company entered into a
cross-currency swap which provided for the Company to swap $10,000 of
notional debt for the equivalent amount of Japanese yen-denominated debt.
This swap also effectively swapped a U.S. dollar-based interest rate of
5.1% for a Japanese yen-based interest rate of 1.05%. This Japanese
yen-based debt derivative is accounted for under mark-to-market accounting
and expires in January 2002. The Company recorded as other income a gain of
$341 in the quarter ended March 31, 1999 related to this swap.
4. Comprehensive Income
The components of comprehensive income, net of related tax, for the
three-month periods ended March 31, 1999 and 1998 are as follows:
1999 1998
---- ----
Net earnings $ 3,191 $ 3,809
Foreign currency translation adjustments (2,430) (477)
--------- ---------
Comprehensive income $ 761 $ 3,332
--------- ---------
--------- ---------
Foreign currency translation adjustment for 1999 is primarily due to the
change in cumulative translation adjustment resulting from the
strengthening of the U.S. dollar against the DM/Euro during the quarter
ended March 31, 1999.
5. Business Acquisition
On May 15, 1998, the Company, through a wholly owned subsidiary, acquired
the Orcolite business unit of the Monsanto Company (Orcolite) for the cash
purchase price of $101,000. For financial statement purposes, the
acquisition has been accounted for under the purchase method of accounting
with the excess of the purchase price over the fair value of the net
tangible assets acquired recorded as intangible assets which are being
amortized over periods ranging from seven to 30 years.
In addition, in accordance with generally accepted accounting principles,
the independently appraised value of acquired in-process research and
development purchased in conjunction with the acquisition was written-off
as a charge of $9,500 (pre-tax) during the second quarter of 1998. The
appraised value represents the estimated fair value of in-process R&D based
on risk-adjusted cash flows related to the in-process R&D projects. At the
date of the acquisition, the development of these projects had not reached
technological feasibility, and these projects had no alternative future
uses. There is no assurance that the in-process projects, which remain in
progress, will be completed, or that they will meet either technological
or commercial success.
The consolidated statements of operations reflect the operations of
Orcolite after May 15, 1998. The following unaudited pro forma information
presents a summary of consolidated results of operations of the Company and
the Orcolite business unit as if the acquisition had occurred at the
beginning of fiscal 1998, with pro forma adjustments to give effect to
amortization of goodwill and other intangible assets, depreciation expense
on the fair value of property, plant and equipment and interest expense on
acquisition debt, together with the related income tax effects. The pro
forma adjustments do not include the $9,500 write-off of acquired
in-process research and development discussed above.
Three Month Period Ended March 31, 1998
---------------------------------------
Revenues $ 89,092
Net earnings 2,731
Diluted earnings per share 0.10
The unaudited pro forma condensed combined financial information above is
not necessarily indicative of what actual results would have been had the
acquisition occurred at the date indicated. Also, the anticipated financial
impact resulting from business synergies has not been reflected in the
above pro forma financial information. Such synergies include the
following: consolidation of selling, marketing, distribution, customer
service and administrative functions; consolidation of research and
development and technical services functions; optimization of combined
production capacity; and improved purchasing leverage.
6. Segment Information
The Company has two operating segments which manufacture and sell a variety
of products: Precision Imaged Products (PIP) and Optical Products. PIP
manufactures principally aperture masks which are photochemically etched
fine mesh grids used in the manufacture of color television tubes and
computer monitors. Optical Products manufactures ophthalmic lenses.
The following is a summary of certain financial information relating to the
two segments:
Three Months Ended March 31
---------------------------------------------------------------------------------------
Precision Image Products Optical Products Consolidated
-------------------------- -------------------------- ---------------------------
1999 1998 1999 1998 1999 1998
----------- ----------- ----------- ----------- ----------- -----------
Revenues $ 49,999 $ 55,272 $ 34,646 $ 24,812 $ 84,645 $ 80,084
Cost of Products Sold 45,089 50,065 25,989 18,390 71,078 68,455
------------------------------------------------------------------------------------------------------------------
Gross Margin 4,910 5,207 8,657 6,422 13,567 11,629
Gross Margin % 9.8% 9.4% 25.0% 25.9% 16.0% 14.5%
Selling 1,357 1,133 3,008 2,156 4,365 3,289
Unallocated Corporate
Administration - - - - 1,233 1,330
-----------------------------------------------------------------------------------------------------------------
Income from Oper. $ 3,553 $ 4,074 $ 5,649 $ 4,266 $ 7,969 $ 7,010
----------------------------------------------------------
----------------------------------------------------------
Operating Income % 7.1% 7.4% 16.3% 17.2% 9.4% 8.8%
Interest and Other Income
(Expense), net (3,068) (1,495)
------------ -----------
Earnings Before Income
Taxes $ 4,901 $ 5,515
------------ -----------
------------ -----------
7. New Accounting Standards
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivatives and
Similar Financial Instruments and for Hedging Activities." The new
Statement will significantly change how companies account for derivatives
and hedging activities. The Company is currently evaluating the impact of
adoption of this Statement which is required for the Company no later than
first quarter 2000.
8. Legal Matters
During the quarter ended March 31, 1999, no significant new legal
proceedings or environmental matters arose and there were no material
changes in the status of the legal proceedings or environmental matters
described in the Company's Annual Report on Form 10-K for the year ended
December 31, 1998.
BMC INDUSTRIES, INC.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
COMPARISON OF THREE MONTHS ENDED MARCH 31, 1999 AND 1998
Total revenues for the first quarter of 1999 increased by $4.6 million, or
6%, from the first quarter of 1998. Revenues of the Optical Products group
generated sales of $34.6 million in the first quarter of 1999, up 40%, or
$9.8 million, over the prior year quarter due mainly to growth in sales of
high-end products (polycarbonate, progressive and polarizing sun lenses)
resulting from the acquisition of Orcolite in May 1998. Sales of high-end
products increased 98% in first quarter 1999 over first quarter 1998 and
accounted for 54% of total Optical Products group revenue in first quarter
1999 compared to 38% in first quarter 1998. First quarter 1999 Optical
Products group revenues were up 2.4% compared to the pro forma combined
Vision-Ease/Orcolite 1998 revenues for the same period. The growth in pro
forma revenue was dampened by year-on-year declines in glass and plastic lens
sales as growth in the ophthalmic lens market continues to shift towards
polycarbonate. In the first quarter of 1999, Optical Products group sales of
high-end products (including polycarbonate) increased 9% over the pro forma
combined Vision-Ease/Orcolite 1998 revenues for the same period. Revenues of
the Precision Imaged Products (PIP) group for the first quarter decreased 10%
from the prior year quarter due primarily to a previously anticipated
temporary slowdown of BMSP and a decline in sales of AK steel entertainment
masks attributable to both volume and price reductions. Increased sales of
invar entertainment masks and monitor masks largely offset the decline in
sales of AK steel entertainment masks. Sales of invar entertainment masks in
first quarter 1999 increased 20% over first quarter 1998 and sales of monitor
masks increased 29% over the comparable quarter last year. The monitor mask
line in Cortland, which had been shut down all of the second half of 1998,
was restarted near the end of January 1999 in response to increased demand
for monitor masks from a broadened customer base. However, only a limited
amount of monitor masks sold in first quarter 1999 were produced at the
Company's Cortland facility. The Company currently expects significant
incremental sales of monitor masks as the restarted Cortland monitor mask
line reaches full production.
Cost of products sold were 84% of net sales for the first quarter of 1999,
compared to 85.5% in the same period of 1998. The decreased cost of products
sold percentage was due primarily to the increased mix of higher-margin
optical product sales versus lower-margin PIP sales. The PIP gross margin
percentage is up slightly from 1998. The 1999 PIP gross margin percentage
reflects the heavier mix of high-margin invar entertainment sales and the
impact of cost reduction initiatives, offset by overall lower pricing within
the Mask business, particularly within the monitor segment; lower
profitability at BMSP; and costs associated with the restart of the Cortland,
New York monitor mask line during first quarter 1999, which had a significant
negative impact on first quarter 1999 results. The 1998 PIP gross margin
percentage reflects the significant costs associated with the original
start-up of the Cortland monitor mask line in late 1997/early 1998. The
Optical Products gross margin percentage decreased slightly from first
quarter 1998 reflecting increased amortization expense related to the
Orcolite acquisition, partially offset by an increase in mix of high-end
product sales.
Selling expenses were $4.4 million, or 5.2%, of revenues and $3.3 million, or
4.1%, of revenues for the first quarter of 1999 and 1998, respectively. The
increase is primarily due to higher selling costs associated with the Optical
Products group, principally for expanded sales and marketing efforts
associated with high-end products and incremental costs associated with the
Orcolite acquisition.
Interest expense in the first quarter of 1999 increased $2.1 million over the
prior year quarter. This increase is primarily due to the increased debt level
to fund the cash purchase of Orcolite for $101 million in May of 1998.
The provision for income taxes was 35% and 31% of pre-tax income in the first
quarter of 1999 and 1998, respectively. This increase was primarily due to a
decrease in the tax benefit associated with dividends projected to be paid by
the Company's German operation to the Parent Company which reduce the Company's
effective tax rate.
MARKET RISK
There were no significant changes in market risks from those disclosed in the
Company's Form 10-K for the year ended December 31, 1998.
FINANCIAL POSITION AND LIQUIDITY
Debt decreased approximately $7 million during the first three months of 1999
primarily due to cash flow from operations and limited investing activity.
Working capital was $93.5 million at March 31, 1999 compared to $95 million at
December 31, 1998. The current ratio was 2.4 at March 31, 1999 compared to 2.7
at December 31, 1998. The ratio of debt to capitalization was 0.58 at March 31,
1999 compared to 0.59 at December 31, 1998.
There were no significant changes in the Company's credit facilities during the
quarter ended March 31, 1999. The Company was in compliance with all covenants
related to credit facilities at March 31, 1999. The Company continues to expect
that the combination of present capital resources, internally-generated funds
and unused financing sources will be adequate to meet the Company's financing
requirements for 1999.
ENVIRONMENTAL
There were no material changes in the status of the legal proceedings and
environmental matters described in the Company's Annual Report on Form 10-K for
the year ended December 31, 1998.
YEAR 2000 COMPLIANCE
The Company has computer applications at the corporate level and at each of its
operating divisions that require or have required modifications made necessary
by the upcoming year 2000. If appropriate modifications are not made, or are not
completed in a timely manner, the Y2K issue could have a material adverse impact
on the operations of the Company.
The Company has been addressing the Y2K issue using essentially the following
four-phase approach:
- Phase I - Identification of all significant computer systems within
the Company with exposure to Y2K issues;
- Phase II - For each system, assessment of Y2K issue(s) and required
remediation;
- Phase III - Remediation and testing of systems to be Y2K compliant;
- Phase IV - Assessment of Y2K preparedness of significant third
parties.
Phase I was formally completed and summarized on a Company-wide basis in early
1998. Phase II is essentially completed for all information technology (IT)
systems and is in process and estimated to be
completed in the third quarter of 1999 for all non-IT systems. Non-IT systems
are generally embedded technology, such as micro-controllers. Phase III is in
various stages of completion depending on the systems involved. For IT systems,
the most significant efforts of this phase currently involve the accelerated
replacement of non-compliant IT systems within the Mask Operations group and the
remediation and testing of important mainframe applications and operating
systems within the Optical Products group. Y2K-compliant integrated IT systems
from SAP are currently being implemented in the Mask Operations group in various
phases beginning in early 1999 and continuing through the third quarter of 1999.
Y2K remediation and testing within the Optical Products group is currently
estimated to be completed by the third quarter of 1999. For non-IT systems,
Phase III is currently scheduled to be completed in conjunction with Phase II by
the end of third quarter 1999. For Phase IV, the Company is in the process of
identifying and assessing the Y2K preparedness of significant third parties,
including key vendors and service providers, and estimates that this phase will
be ongoing during the remainder of 1999.
The Company currently estimates that it will cost $3-4 million using both
internal and external resources to address the Y2K issue as discussed above,
including the cost of replacing the IT systems within the Mask Operations group.
Through March 31, 1999, the Company had spent approximately $1.5 million of this
total estimate.
The Company's current most reasonably likely worst case Y2K scenario is the
potential inability to obtain raw materials from suppliers in a timely manner or
that modification work will not proceed on schedule, causing some increase to
the total cost of achieving Y2K compliance. The impact on the Company's results
of operations if the Company or its suppliers or customers are not fully Y2K
compliant is not reasonably determinable. Since the Company is depending on its
ability to execute modification plans and its vendors to continue material
supply without interruption, there can be no assurance that unforeseen
difficulties will not arise for the Company or its customers and that related
costs will not thereby be incurred.
Management believes it has planned appropriately to resolve the Y2K issue with
respect to all material elements under the Company's direct control. A number of
significant risks do exist, however, including the potential inability of the
Company to obtain (or retain) the proper internal and external resources to
fully address all Y2K exposures in the timeframes required and at the cost
estimated, as well as the risk that key suppliers, customers or other
significant third parties, including those in utilities, communications,
transportation, banking and government are not prepared for the year 2000.
The Company has not yet established a contingency plan relative to the Y2K issue
but currently anticipates establishing such a plan later in 1999.
CAUTIONARY STATEMENTS
Certain statements included in this Discussion and Analysis of Financial
Condition and Results of Operations and elsewhere in this Form 10-Q by the
Company or its representatives, as well as other communications, including
reports to shareholders, news releases and presentations to securities
analysts or investors, contain forward-looking statements made in good faith
by the Company pursuant to the "Safe Harbor" provisions of the PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. These statements relate to
non-historical information and include, without limitation, any statement
that may predict, forecast, indicate or imply future results, performance or
achievements. These statements are not guarantees of future performance and
are subject to certain risks and uncertainties that could cause actual
results to differ materially from those presently anticipated or projected.
The Company wishes to caution the reader not to place undo reliance on any
such forward-looking statements, which reflect our opinion as of the date of
this Form 10-Q. These statements are qualified by important factors listed
separately in "Item 1 - Business" of the Company's Form 10-K for the year
ended December 31, 1998, which in some cases have affected and in the future
could
adversely affect the Company's actual results and could cause the Company's
actual financial performance to differ materially from that expressed in any
forward-looking statement. These factors should not, however, be considered an
exhaustive list. The Company does not undertake the responsibility to update any
forward-looking statement that may be made from time to time by or on behalf of
the Company.
Part II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
With regard to legal proceedings and certain environmental matters,
see "Management's Discussion and Analysis of Financial Condition and
Results of Operations" which begins on page 9 and Note 8 of the "Notes
to Condensed Consolidated Financial Statements" on page 8.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
See "Management's Discussion and Analysis of Financial Condition and
Results of Operations" on page 10.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS
10.1 Amendment No. 3 to Amended and Restated Credit Agreement, dated
April 29, 1999, among the Company, Several Banks, Bankers' Trust
Company as Agent and a Lender, NBD Bank as Documentation Agent
and a Lender (filed herein).
10.2 First Declaration of Amendment, dated April 26, 1999, to the
BMC Industries, Inc. Savings and Profit Sharing Plan (filed
herein).
10.3 Second Declaration of Amendment, dated April 26, 1999, to
the BMC Industries, Inc. Savings and Profit Sharing Plan (filed
herein).
10.4 First Amendment, dated April 8, 1999, to the BMC
Industries, Inc. Savings Trust (filed herein).
27. Financial Data Schedule (filed only in electronic format).
99.1 News Release, dated April 27, 1999, announcing the first quarter
1999 operating results (filed herein).
99.2 News Release, dated April 23, 1999, announcing the ITC ruling on
the Antidumping Petition Against certain aperture masks from
Japan and South Korea (filed herein).
(b) REPORTS ON FORM 8-K.
The Company did not file any reports on Form 8-K for the quarter ended
March 31, 1999.
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.
BMC INDUSTRIES, INC.
/s/ STEVEN E. OPDAHL
-----------------------------------------
Steven E. Opdahl
Controller (Principal Accounting Officer)
Dated: May 14, 1999