-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LflzDQU4kTia8ycHOVdE1Z370a/FSsrh1oMHNL3FT6TMARtCOE8VoACVn0VtyAD2 Y1n6md/io0ct57HYXEfudA== 0000950131-95-002834.txt : 19951019 0000950131-95-002834.hdr.sgml : 19951019 ACCESSION NUMBER: 0000950131-95-002834 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950831 FILED AS OF DATE: 19951011 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MATERIAL SCIENCES CORP CENTRAL INDEX KEY: 0000755003 STANDARD INDUSTRIAL CLASSIFICATION: 3470 IRS NUMBER: 952673173 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-08803 FILM NUMBER: 95579727 BUSINESS ADDRESS: STREET 1: 2300 E PRATT BLVD CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007 BUSINESS PHONE: 7084398270 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 1995 Commission File Number l-8803 MATERIAL SCIENCES CORPORATION (Exact name of Registrant as specified in its charter) Delaware 95-2673173 (State or other jurisdiction (IRS employer identification of incorporation or organization) number) 2300 East Pratt Boulevard Elk Grove Village, Illinois 60007 (Address of principal (Zip code) executive offices) Registrant's telephone number, including area code: (708) 439-8270 Indicate by check mark whether the registrant (l) 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 --------------- -------------- As of October 11, 1995, there were outstanding 15,355,294 shares of common stock, $.02 par value. MATERIAL SCIENCES CORPORATION FORM 10-Q For The Quarter Ended August 31, 1995 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS - - ----------------------------- (a) Financial statements of Material Sciences Corporation and Subsidiaries (b) Summarized income statement information for Walbridge Coatings, An Illinois Partnership -2- CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Material Sciences Corporation and Subsidiaries
Three Months Ended Six Months Ended August 31, August 31, (In thousands, except per share data) 1995 1994 1995 1994 - - ------------------------------------- ------- ------- ------- -------- NET SALES(1) $58,650 $59,415 $119,056 $118,237 Cost of Sales 43,067 43,826 86,936 87,598 ------- ------- -------- -------- Gross Profit $15,583 $15,589 $ 32,120 $ 30,639 Selling, General and Administrative Expenses 9,112 8,640 18,046 17,464 ------- ------- -------- -------- Income from Operations $ 6,471 $ 6,949 $ 14,074 $ 13,175 ------- ------- -------- -------- Other (Income) and Expense: Interest Income $ (100) $ (182) $ (193) $ (355) Interest Expense 13 40 59 58 Equity in Results of Partnership 116 5 16 (72) Other, Net (173) (113) (333) (238) ------- ------- -------- -------- Total Other Income, Net $ (144) $ (250) $ (451) $ (607) ------- ------- -------- -------- Income Before Income Taxes $ 6,615 $ 7,199 $ 14,525 $ 13,782 Income Taxes 2,549 2,736 5,593 5,238 ------- ------- -------- -------- NET INCOME $ 4,066 $ 4,463 $ 8,932 $ 8,544 ======= ======= ======== ======== Net Income Per Common and Common Equivalent Share (2) $ 0.26 $ 0.29 $ 0.58 $ $0.56 ======= ======= ======== ======== Weighted Average Number of Common and Common Equivalent Shares Outstanding (2) 15,599 15,270 15,479 15,260
The accompanying notes are an integral part of these statements. - 3 - CONSOLIDATED BALANCE SHEETS Material Sciences Corporation and Subsidiaries
August 31, February 28, (In thousands, except share data) 1995 1995 - - ------------------------------------------------------------------------------------------------- ASSETS: (Unaudited) Current Assets: Cash and Cash Equivalents $ 3,090 $ 5,816 Receivables: Trade, Less Reserves of $3,508 and $3,628, Respectively(3) 28,592 24,518 Current Portion of Partnership Note 787 792 Income Taxes - 2,319 Prepaid Expenses 3,691 2,343 Inventories 23,729 23,765 Prepaid Taxes 2,246 2,246 -------- -------- Total Current Assets $ 62,135 $ 61,799 -------- -------- Gross Property, Plant and Equipment $168,861 $158,129 Accumulated Depreciation and Amortization (70,655) (65,216) -------- -------- Net Property, Plant and Equipment $ 98,206 $ 92,913 -------- -------- Other Assets: Investment in Partnership $ 11,367 $ 10,917 Partnership Note Receivable, Less Current Portion 1,497 1,871 Intangible Assets, Net 3,092 3,193 Other 1,406 1,664 -------- -------- Total Other Assets $ 17,362 $ 17,645 -------- -------- TOTAL ASSETS $177,703 $172,357 ======== ======== LIABILITIES: Current Liabilities: Current Portion of Long-Term Debt $ 1,968 $ 1,903 Accounts Payable 16,863 22,521 Accrued Expenses 13,884 14,669 -------- -------- Total Current Liabilities $ 32,715 $ 39,093 -------- -------- Long-Term Liabilities: Deferred Income Taxes $ 10,204 $ 10,750 Long-Term Debt, Less Current Portion 7,337 6,933 Accrued Superfund Liability 4,122 4,198 Other 6,158 5,979 -------- -------- Total Long-Term Liabilities $ 27,821 $ 27,860 -------- -------- SHAREHOLDERS' EQUITY: Preferred Stock(4) $ - $ - Common Stock(5) 320 317 Additional Paid-In Capital 45,604 42,776 Treasury Stock at Cost(6) (3,380) (3,380) Retained Earnings 74,623 65,691 -------- -------- Total Shareholders' Equity $117,167 $105,404 -------- -------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $177,703 $172,357 ======== ========
The accompanying notes are an integral part of these statements. - 4 - CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Material Sciences Corporation and Subsidiaries
Three Months Ended Six Months Ended August 31, August 31, (In thousands) 1995 1994 1995 1994 - - -------------------------------------------------- --------------------- -------------------- CASH FLOWS FROM: OPERATING ACTIVITIES: Net Income $ 4,066 $ 4,463 $ 8,932 $ 8,544 Adjustments to Reconcile Net Income to Net Cash Provided By Operating Activities: Depreciation and Amortization 2,659 2,168 5,663 4,548 Provision (Benefit) for Deferred Income Taxes (467) (248) (546) (244) Compensatory Effect of Stock Plans 819 162 981 323 Other, Net 116 5 16 (72) -------- ------- -------- ------- Operating Cash Flow Prior to Changes in Assets and Liabilities $ 7,193 $ 6,550 $ 15,046 $13,099 -------- ------- -------- ------- Changes in Assets and Liabilities: Receivables (1,482) 808 (4,069) (3,447) Income Taxes Receivable - (726) 2,319 (726) Prepaid Expenses 87 (186) (1,348) (1,384) Inventories 2,345 2,147 36 2,887 Accounts Payable (814) (1,000) (5,658) (5,076) Accrued Expenses 1,897 (1,568) (785) (425) Other, Net 32 6 103 34 -------- ------- -------- ------- Cash Flow from Changes in Assets and Liabilities $ 2,065 $ (519) $ (9,402) $(8,137) -------- ------- -------- ------- NET CASH PROVIDED BY OPERATING ACTIVITIES $ 9,258 $ 6,031 $ 5,644 $ 4,962 -------- ------- -------- ------- INVESTING ACTIVITIES: Capital Expenditures, Net (6,075) (6,781) (10,855) (9,711) Investment in Partnership (208) (194) (466) (589) Distribution from Partnership 374 375 374 375 Other Long-Term Assets 243 (45) 258 22 -------- ------- -------- ------- NET CASH USED IN INVESTING ACTIVITIES $ (5,666) $(6,645) $(10,689) $(9,903) -------- ------- -------- ------- FINANCING ACTIVITIES: Proceeds of Debt 9,842 38 30,083 74 Payments to Settle Debt (15,203) (361) (29,614) (713) Sale of Common Stock, Net of Repurchase 943 90 1,850 406 -------- ------- -------- ------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES $ (4,418) $ (233) $ 2,319 $ (233) -------- ------- -------- ------- NET DECREASE IN CASH $ (826) $ (847) $ (2,726) $(5,174) Cash and Cash Equivalents at Beginning of Period 3,916 7,603 5,816 11,930 -------- ------- -------- ------- Cash and Cash Equivalents at End of Period $ 3,090 $ 6,756 $ 3,090 $ 6,756 ======== ======= ======== =======
The accompanying notes are an integral part of these statements. -5- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MATERIAL SCIENCES CORPORATION The data for the three and six months ended August 31, 1995 and 1994 have not been examined by independent public accountants but, in the opinion of the Company, reflect all adjustments (consisting of only normal, recurring adjustments) necessary for a fair presentation of the information at those dates and for those periods. The financial information contained in this report should be read in conjunction with the Company's 1995 Annual Report to Shareholders and Annual Report on Form 10-K. Certain prior year amounts have been reclassified to conform with the fiscal 1996 presentation. (1) During the six month periods ending August 31, 1995 and 1994, the Company derived approximately 23.1% and 20.8%, respectively, of its net sales from fees billed to the Partnership by a subsidiary of the Company for operating the Walbridge, Ohio facility. (2) On June 16, 1994 the Board of Directors of the Company declared a stock dividend of one-half share per share of the Company's Common Stock, which was paid on July 28, 1994 to shareholders of record at the close of business on June 30, 1994. All share and per share data has been restated to retroactively reflect this stock dividend. (3) Includes trade receivables due from the Partnership of $700 at August 31, 1995 and $799 at February 28, 1995. (4) Preferred Stock, $1.00 Par Value; 10,000,000 Shares Authorized, 7,500,000 Designated Series A Junior Participating Preferred; None Issued. (5) Common Stock, $.02 Par Value; 20,000,000 Shares Authorized; 16,006,764 Shares Issued and 15,318,116 Shares Outstanding at August 31, 1995 and 15,839,074 Shares Issued and 15,150,426 Shares Outstanding at February 28, 1995. (6) Treasury Stock at Cost; 688,648 Shares at August 31, 1995 and February 28, 1995. -6- SUMMARIZED INCOME STATEMENT INFORMATION (UNAUDITED) Walbridge Coatings, An Illinois Partnership
Three Months Ended Six Months Ended August 31, August 31, (In thousands) 1995 1994 1995 1994 - - ------------------------------------------------------------------------------ Net Revenues $15,898 $15,271 $ 33,154 $ 30,714 Gross Profit $ 668 $ 1,068 $ 1,637 $ 2,298 Income from Operations $ 68 $ 472 $ 431 $ 1,117 Net Income (Loss) $ (377) $ (118) $ (504) $ (117)
NOTE: The Net Income (Loss) shown above does not directly correlate to the Equity in results of Partnership shown in the Company's Statements of Income due to certain contractual allocation requirements of the Partnership. The Company's primary financial benefit from participation in the Partnership is in the form of revenues from operating the Walbridge, Ohio facility. These revenues are included in the Company's net sales. -7- MATERIAL SCIENCES CORPORATION FORM 10-Q For The Quarter Ended August 31, 1995 PART I. FINANCIAL INFORMATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND ------------------------------------------------------------------------- RESULTS OF OPERATIONS --------------------- Material Sciences Corporation ("MSC" or "Company") operates in one business segment comprised of the following four product groups: laminates and composites, metallizing and coating, coil coating, and electrogalvanizing. The following table provides a summary of net sales and the percent of net sales of MSC's product groups.
Net Sales Summary Quarter Ended August 31, - - ----------------- ------------------------------------- 1995 1994 ----------------- ----------------- Product Group: Dollars Percent Dollars Percent -------- -------- -------- -------- Laminates and Composites $ 13,421 22.9% $ 13,781 23.2% Metallizing and Coating 7,911 13.5% 7,149 12.0% Coil Coating 24,131 41.1% 26,186 44.1% Electrogalvanizing 13,187 22.5% 12,299 20.7% -------- ----- -------- ----- $ 58,650 100.0% $ 59,415 100.0% ======== ===== ======== ===== Six Months Ended August 31, ------------------------------------- 1995 1994 ----------------- ----------------- Product Group: Dollars Percent Dollars Percent -------- ------- -------- ------- Laminates and Composites $ 27,351 23.0% $ 26,852 22.7% Metallizing and Coating 13,671 11.5% 14,310 12.1% Coil Coating 50,525 42.4% 52,437 44.4% Electrogalvanizing 27,509 23.1% 24,638 20.8% -------- ----- -------- ----- $119,056 100.0% $118,237 100.0% ======== ===== ======== =====
RESULTS OF OPERATIONS --------------------- NET SALES Net sales in the second quarter of fiscal 1996 were 1.3% lower than the second quarter of fiscal 1995. Sales of laminates and composites were 2.6% lower and coil coating 7.8% lower than last year's second quarter, while metallizing and coating sales and electrogalvanizing sales were 10.7% and 7.2% higher than last year, respectively. For the first six months of fiscal 1996, sales were 0.7% higher than the same time period last year. Sales of laminates and composites and electrogalvanizing grew 1.9% and 11.7%, while metallizing and coating sales and coil coating sales were down 4.5% and 3.6%, respectively. -8- LAMINATES AND COMPOSITES Laminates and composites sales during the second quarter of fiscal 1996 were 2.6% lower than during the same quarter of fiscal 1995. This decline in large part resulted from lower Polycore Composites(R) shipments to Mexico due to a 67% year-to-date sales decline in the Mexican market for Chrysler, the Company's major customer in this country. This shortfall in sales was partially offset by higher Polycore Composites shipments into non-automotive markets in the U.S. as well as higher sales for disc brake noise damper material and Specular+(R). For the six month period ended August 31, 1995, laminates and composites sales were 1.9% higher than the same period last fiscal year primarily due to increases in non-automotive Polycore Composites offset, in part, by shortfalls in automotive Polycore Composites and brake damper material. METALLIZING AND COATING Sales of metallizing and coating products increased 10.7% in the second quarter of fiscal 1996 as compared to the same period in fiscal 1995. This increase was due primarily to solar control window film sales, which rebounded from a weather-related, depressed first quarter. On a year-to-date basis, sales in this product group were 4.5% lower than in the year earlier period. Although this product group regained some of its momentum in the second quarter, it continued to be affected by the replacement late last fiscal year of MSC's west coast solar control window film distributor, and the slow start of the selling season due to poor weather. On September 7, 1995, MSC acquired all of the outstanding capital stock of Solar-Gard International, Inc. ("SGI"). Headquartered in Largo, Florida, SGI was the largest independent distributor of professional grade solar control and safety film products in the world. It was also MSC's largest distributor, with a relationship going back to 1980. SGI has eight wholly-owned distribution centers across the United States, one center each in Canada and England, and a joint venture operation in Singapore. It currently distributes products in over fifty countries. The acquisition should help MSC better execute its international window film marketing program and improve overall efficiency. COIL COATING Coil coating sales during the quarter ended August 31, 1995 were 7.8% lower than the previous year's second quarter. The sales decline reflected the lingering effect of customer inventory adjustments affecting the Company's Middletown, Ohio operation due to customers hedging inventories in anticipation of last year's fourth quarter 52-day shutdown, along with a general softness in most of MSC's other products in this group such as building products, fuel tanks, swimming pools, and lighting. Partially offsetting this general softness was a significant increase in the sales of clutch plate materials which were sold as a "package". Package sales include both coating and metal components. For the six month period ended August 31, 1995 sales were down 3.6% from the same period last fiscal year due to the previously mentioned customer inventory hedging and sales declines in automotive trim offset, in part, by increased sales of clutch plate and truck trailer material. ELECTROGALVANIZING MSC participates in the electrogalvanizing market through Walbridge Coatings (the "Partnership"), a partnership among subsidiaries of MSC, Bethlehem Steel Corporation ("Bethlehem") and Inland Steel Industries, Inc. ("Inland"). MSC's -9- net sales for electrogalvanizing consist of various fees charged to the Partnership for operating the facility. Bethlehem and Inland are primarily responsible for the sales and marketing activities of the Partnership. The Company's primary financial benefits from the Partnership are the revenues billed to Walbridge Coatings for operating the facility. These revenues represent 23.1% and 20.8% of the Company's net sales in the first six months of fiscal 1996 and 1995, respectively. The profitability for operating the facility is comparable to the Company's overall operating results. Under the equity method of accounting, the Company includes its portion of the Partnership net income (loss) in Equity in Results of Partnership shown in the Consolidated Statements of Income. The amounts do not directly correlate to the Company's 50% ownership interest due to contractual allocation requirements of the Partnership agreement. MSC's electrogalvanizing sales increased 7.2%, while electrogalvanizing volume decreased 3.6% to 105,459 tons in the second quarter of fiscal 1996 from 109,372 tons in the prior fiscal year period. Lower volume was the result of taking the electrogalvanizing facility's annual maintenance shutdown in the second quarter versus the third quarter in the previous fiscal year. Additionally, the normal five day shutdown was extended to eleven days as our automotive customers lengthened their model changeover schedules. Although volume was down in the second quarter, sales were up due to a higher value- added product mix and improved pricing. For the first six months of fiscal 1996 sales were up 11.7% and volume was up 1.1% to 226,082 tons from 223,560 tons for the same period in fiscal 1995. The increase in sales over the previous fiscal year resulted from a strong demand for new autos and trucks, a continuing shift to higher value-added electrogalvanized and coil coated materials, and price increases. MSC increased the capacity of the facility by approximately 5% in the third quarter of fiscal 1995 which allowed the Company to take advantage of increased demand during the first half of this fiscal year. The sales and marketing responsibilities of the Partnership are split between Bethlehem and Inland at 75% and 25%, respectively. During the first six months of fiscal 1996, Inland utilized only 13% of available production line time rather than its full 25%. Bethlehem and other customers utilized this additional available line time. Inland is reviewing its future involvement in the Partnership, and therefore, there is no assurance that Inland will utilize its full 25% of available line time on a long-term basis. The Company believes that any short-term disruption in volume that might be caused by a reduction in Inland's line time requirements could eventually be replaced by additional volume from Bethlehem and other customers. GROSS PROFIT MSC's gross profit margin was 26.6% in the second quarter of fiscal 1996 versus 26.2% in the previous year. For the first six months of fiscal 1996, MSC's gross profit margin was 27.0% compared to 25.9% last year. The improvement in year-to-date gross profit margin was due to higher value-added product mix, improved manufacturing efficiencies and continuing productivity gains resulting from capital expenditures. During the second quarter the Company reached agreement with its insurers regarding a casualty and business interruption loss incurred in the fourth quarter of fiscal 1995. MSC recognized approximately $.7 million in operating income during the second quarter for this matter. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Selling, general and administrative (SG&A) expenses increased to 15.5% of sales in the second quarter of fiscal 1996 from 14.5% of sales in the same period last fiscal year. For the first six months of fiscal 1996, SG&A -10- expenses increased to 15.2% of sales from 14.8% of sales for the same period in the prior fiscal year. The year-to-date increase in SG&A over the prior fiscal year six month period is due to increased expenditures for strategic purposes such as high-growth product marketing, research and development, and international marketing efforts. These same strategic expenditures along with a lower sales volume explain the increase in second quarter SG&A expenses as a percentage of sales over the prior year's second quarter. TOTAL OTHER (INCOME) EXPENSE, NET AND INCOME TAXES Total other (income) expense, net was income of $.1 million and $.5 million during the second quarter and first six months of fiscal 1996 versus income of $.3 million and $.6 million, respectively in fiscal 1995. MSC's effective income tax rate was approximately 38.5% during the first six months of fiscal 1996 versus 38.0% in the first six months of the prior fiscal year. LIQUIDITY AND CAPITAL RESOURCES ------------------------------- During the second quarter of fiscal 1996, MSC's operating activities generated $9.3 million of cash versus $6.0 million of cash during the second quarter last year. For the first six months of fiscal 1996, operating activities generated $5.6 million of cash versus $5.0 million last year. The increase in cash generation is due mainly to increases in net income and non-cash expenses over the prior fiscal year periods net of timing issues in certain working capital accounts. MSC's capital expenditures during the second quarter and first six months of fiscal 1996 were $6.1 million and $10.9 million versus $6.8 million and $9.7 million, respectively last fiscal year. The cash flow from investment in partnership, net of distributions, was comparable in the second quarter and first six months of fiscal 1996 to the same periods of the prior fiscal year. During the first six months of fiscal 1996 MSC's long-term debt, less current portion increased by $.4 million to $7.3 million due to borrowings on MSC's unsecured line of credit offset, in part, by normally scheduled debt amortization. The Company maintains a $25 million unsecured line of credit which expires August 31, 1998. There was $1.2 million outstanding under this line of credit at August 31, 1995 versus no balance outstanding at February 28, 1995. The Company has executed letters of credit totalling $4.9 million against this line leaving an available line of credit of $18.9 million at August 31, 1995. The Company believes that its cash flow from operations,together with available financing (including an increase in the line of credit if required), and cash on hand will be sufficient to fund its working capital needs, capital expenditure program, and debt amortization. On September 7, 1995, MSC issued subordinated convertible notes along with a small amount of cash to purchase all of the outstanding capital stock of Solar- Gard International for approximately $8.6 million in total. The notes mature ratably over a five year period and are convertible into MSC stock at a premium from current market price. The issuance of these notes does not affect availability of funds under MSC's unsecured line of credit. The Company has a capital lease obligation, which was $7.7 million as of August 31, 1995, relating to a facility which the Company subleases to the Partnership. In addition, throughout the term of the Partnership, the Company is contingently responsible for 50% of the Partnership's financing requirements, including the Company's share (approximately $4.3 million) of $8.5 million in Partnership financing loans from third parties at August 31, 1995. MSC continues to participate in the implementation of settlements with the government for clean-up of various Superfund sites. For additional information, refer to MSC'S Form 10-K for the fiscal year ended February 28, 1995. -11- MATERIAL SCIENCES CORPORATION FORM 10-Q For the Quarter Ended August 31, 1995 PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - - ------------------------------------------------------------ On June 22, 1995, the Company held its Annual Meeting of Shareholders. Jerome B. Cohen, Roxanne J. Decyk, Eugene W. Emmerich, G. Robert Evans, E. F. Heizer, Jr., J. Frank Leach and Irwin P. Pochter, being seven nominees named in the Company's Proxy Statement, dated May 17, 1995, were elected at the Annual Meeting to serve as the Board of Directors by a majority vote of shareholders. No votes were cast for any other person. The details of the vote were as follows: Name For Against - - ---- --- ------- Jerome B. Cohen 13,702,823 253,215 Roxanne J. Decyk 13,702,407 253,631 Eugene W. Emmerich 13,708,670 247,368 G. Robert Evans 13,708,174 247,864 E. F. Heizer, Jr. 13,711,176 244,862 J. Frank Leach 13,707,396 248,642 Irwin P. Pochter 13,709,524 246,514 Approved by a majority vote of shareholders were the proposed amendments to the Material Sciences Corporation 1992 Omnibus Stock Awards Plan for Key Employees regarding an increase in the aggregate number of shares of common stock that may be awarded, and requiring that all stock option awards be made at not less than 100% of fair market value. The details of the vote were as follows: For Against Abstain --- ------- ------- 11,099,271 2,819,372 37,395 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - - ----------------------------------------- (a)(27) Financial Data Schedule (b) Reports on Form 8-K ------------------- No reports on Form 8-K were filed during the quarter for which this report is filed. -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 under- signed, thereunto duly authorized, in Elk Grove Village, State of Illinois, on the 11th day of October, 1995. MATERIAL SCIENCES CORPORATION By: /s/ G. Robert Evans -------------------------------- G. Robert Evans Chairman and Chief Executive Officer By: /s/ William H. Vrba -------------------------------- William H. Vrba Senior Vice President, Chief Financial Officer, and Secretary -13- MATERIAL SCIENCES CORPORATION Quarterly Report on Form 10-Q Index to Exhibits Sequentially Exhibit Number Description of Exhibit Numbered Page - - -------------- ---------------------- ------------- (27) Financial Data Schedule EX-27 2 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Consolidated Statements of Income and Consolidated Balance Sheets and is qualified in its entirety by reference to such financial statements. 1,000 6-MOS FEB-29-1996 JUN-01-1995 AUG-31-1995 3,090 0 32,100 3,508 23,729 62,135 168,861 70,655 177,703 32,715 7,337 320 0 0 116,847 177,703 119,056 119,056 86,936 86,936 0 0 59 14,525 5,593 8,932 0 0 0 8,932 0.58 0.58
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