-----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, R5zSncNrUp4lnQDG+Q++DdTywXeUbdNB0sO8YjDVfRsLaA+bKVaWeKOHMRbZK1iH qnfIsVy7n9DAYk28+52JUQ== 0000950131-98-006413.txt : 19981210 0000950131-98-006413.hdr.sgml : 19981210 ACCESSION NUMBER: 0000950131-98-006413 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981031 FILED AS OF DATE: 19981209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ABC RAIL PRODUCTS CORP CENTRAL INDEX KEY: 0000913364 STANDARD INDUSTRIAL CLASSIFICATION: METAL FORGING & STAMPINGS [3460] IRS NUMBER: 363498749 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-22906 FILM NUMBER: 98766376 BUSINESS ADDRESS: STREET 1: 200 S MICHIGAN AVE STREET 2: STE 1300 CITY: CHICAGO STATE: IL ZIP: 60604-2402 BUSINESS PHONE: 3123224614 MAIL ADDRESS: STREET 1: 200 S MICHIGAN AVE STREET 2: SUITE 1300 CITY: CHICAGO STATE: IL ZIP: 60604 10-Q 1 FORM 10-Q 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 October 31, 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 Number 0-22906 ------- ABC Rail Products Corporation (Exact name of registrant as specified in its charter) Delaware 36-3498749 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 200 South Michigan Avenue 60604-2402 Chicago, IL (Zip Code) (Address of principal executive offices) (312) 322-0360 -------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No -------- -------- At November 30, 1998, there were 8,976,304 shares of the registrant's Common Stock outstanding. ABC RAIL PRODUCTS CORPORATION AND SUBSIDIARIES INDEX Page ---- Part I Financial Information Item 1 Consolidated Financial Statements Consolidated Balance Sheets 3 Consolidated Statements of Operations 4 Consolidated Statements of Stockholders' Equity 5 Consolidated Statements of Cash Flows 6 Notes to Unaudited Consolidated Financial Statements 7-8 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 9-10 Part II Other Information Item 6 Exhibits and Reports on Form 8-K 11-14 2 ABC RAIL PRODUCTS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS As of October 31, 1998 and July 31, 1998 (In thousands, except share and per share data)
October 31, July 31, ASSETS 1998 1998 - ------ ----------- -------- (Unaudited) CURRENT ASSETS: Accounts receivable, less allowances of $1,437 and $1,434, respectively $ 56,185 $ 49,708 Inventories 59,450 51,973 Prepaid expenses and other current assets 2,524 1,925 Prepaid income taxes 3,689 2,833 -------- -------- Total current assets 121,848 106,439 -------- -------- PROPERTY, PLANT AND EQUIPMENT: Land 1,890 1,890 Buildings and improvements 16,457 15,948 Machinery and equipment 112,461 98,621 Construction in progress 64,590 68,051 -------- -------- 195,398 184,510 Less - Accumulated depreciation (49,351) (45,846) -------- -------- Net property, plant and equipment 146,047 138,664 -------- -------- INVESTMENT IN UNCONSOLIDATED JOINT VENTURES 14,731 15,586 -------- -------- OTHER ASSETS - net 35,210 34,652 -------- -------- Total assets $317,836 $295,341 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ CURRENT LIABILITIES: Cash overdrafts $ 5,145 $ 6,300 Current maturities long-term debt 2,985 2,516 Accounts payable 34,621 24,176 Accrued liabilities 14,733 19,556 -------- -------- Total current liabilities 57,484 52,548 -------- -------- LONG-TERM DEBT, less current maturities 161,251 143,529 -------- -------- DEFERRED INCOME TAXES 8,186 7,556 -------- -------- OTHER LONG-TERM LIABILITIES 4,707 4,495 -------- -------- STOCKHOLDERS' EQUITY: Preferred stock, $1.00 par value; 1,000,000 shares authorized; - - no shares issued or outstanding Common stock, $.01 par value; 25,000,000 shares authorized; 8,976,304 shares issued and outstanding 90 90 as of October 31, 1998 and July 31, 1998 67,798 67,798 Additional paid-in capital 18,320 19,325 Retained earnings -------- -------- Total stockholders' equity 86,208 87,213 -------- -------- Total liabilities and stockholders' equity $317,836 $295,341 ======== ========
The accompanying notes to the unaudited consolidated financial statements are an integral part of these consolidated balance sheets. 3 ABC RAIL PRODUCTS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS For the Three Months Ended October 31, 1998 and 1997 (Unaudited) (In thousands, except per share data)
Three Months Ended October 31 ------------------- 1998 1997 ------- ------- NET SALES $77,514 $67,885 COST OF SALES 69,566 61,093 ------- ------- Gross profit 7,948 6,792 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 4,648 3,622 ------- ------- Operating income 3,300 3,170 EQUITY (INCOME) OF UNCONSOLIDATED JOINT VENTURES (175) (401) INTEREST EXPENSE 2,241 2,185 AMORTIZATION OF DEFERRED FINANCING COSTS 173 129 ------- ------- Income before income taxes and cumulative effect of accounting change 1,061 1,257 PROVISION FOR INCOME TAXES 446 552 ------- ------- Income before cumulative effect of accounting change 615 705 CUMULATIVE EFFECT OF ACCOUNTING CHANGE, net of income taxes of $1,014 (1,620) - ------- ------- Net income (loss) $(1,005) $ 705 ======= ======= EARNINGS PER SHARE DATA Basic: Income before cumulative effect of accounting change $ 0.07 $ 0.08 Cumulative effect of accounting change (0.18) - ------- ------- Net income (loss) $ (0.11) $ 0.08 ======= ======= Weighted average common shares outstanding 8,976 8,954 ======= ======= Diluted: Income before cumulative effect of accounting change $ 0.07 $ 0.08 Cumulative effect of accounting change (0.18) - ------- ------- Net income (loss) $ (0.11) $ 0.08 ======= ======= Weighted average common and equivalent shares outstanding 9,140 9,073 ======= =======
The accompanying notes to the unaudited consolidated financial statements are an integral part of these consolidated statements. 4 ABC RAIL PRODUCTS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY For the Three Months Ended October 31, 1998 and 1997 (Unaudited) (In thousands)
Additional Common Paid-in Retained Comprehensive Stock Capital Earnings Income (loss) ------- ---------- -------- ------------- BALANCE, July 31, 1997 $90 $67,362 $13,044 Net income - - 705 $ 705 --- ------- ------- ------- BALANCE, October 31, 1997 $90 $67,362 $13,749 $ 705 === ======= ======= ======= BALANCE, July 31, 1998 $90 $67,798 $19,325 Net (loss) - - (1,005) $(1,005) --- ------- ------- ------- BALANCE, October 31, 1998 $90 $67,798 $18,320 $(1,005) === ======= ======= =======
The accompanying notes to the unaudited consolidated financial statements are an integral part of these consolidated statements. 5 ABC RAIL PRODUCTS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Three Months Ended October 31, 1998 and 1997 (Unaudited) (In thousands)
Three Months Ended October 31 ---------- 1998 1997 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ (1,005) $ 705 Adjustments to reconcile net income (loss) to net cash used in operating activities: Cumulative effect of accounting change 1,620 - Equity income of unconsolidated joint ventures (175) (401) Depreciation and amortization 4,772 3,277 Deferred income taxes (226) 300 Changes in certain assets and liabilities: Accounts receivable -- net (6,477) (7,246) Inventories (7,477) 3,270 Prepaid expenses and other current assets (599) (1,043) Other assets -- net (1,789) (642) Accounts payable and accrued liabilities 6,648 1,858 Other long-term liabilities 212 (218) -------- ------- Total adjustments (3,491) (845) -------- ------- Net cash used in operating activities (4,496) (140) -------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (12,400) (9,083) Investment in unconsolidated joint ventures - (321) -------- ------- Net cash used in investing activities (12,400) (9,404) -------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Change in cash overdrafts (1,155) 2,096 Net activity under revolving line of credit 18,813 10,041 Repayment of other long-term debt (622) (2,593) Payment of deferred financing costs (140) - -------- ------- Net cash provided by financing activities 16,896 9,544 -------- ------- Net change in cash - - CASH, beginning of period - - -------- ------- CASH, end of period $ - $ - ======== ======= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for interest $ 3,148 $ 1,698 Cash paid for income taxes 905 39
The accompanying notes to the unaudited consolidated financial statements are an integral part of these consolidated statements. 6 ABC RAIL PRODUCTS CORPORATION AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 1. Basis of Presentation ABC Rail Products Corporation (the "Company") is a leader in the engineering, manufacturing and marketing of replacement products and original equipment for the North American freight railroad and rail transit industries. The Company's products include specialty trackwork, such as rail crossings and switches; mechanical products, such as railcar, locomotive and idler wheels, mounted wheel sets and metal brake shoes; classification yard products and automation systems; and railway signal and communication systems engineering, installation and maintenance services. The accompanying unaudited consolidated financial statements include, in the opinion of management, all adjustments (consisting of only normal recurring adjustments) necessary for a fair statement of the results of operations and financial condition of the Company for and as of the interim dates. Results for the interim period are not necessarily indicative of results for the entire year. 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 the rules and regulations of the Securities and Exchange Commission. The Company believes that the disclosures contained herein are adequate to make the information presented not misleading. These unaudited consolidated financial statements should be read in conjunction with the information and the consolidated financial statements and notes thereto included in the Company's 1998 Form 10-K and amended 1998 Form 10-K/A. 2. Inventories Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out method for substantially all inventories. Inventory costs include material, labor and manufacturing overhead. Supplies and spare parts primarily consist of manufacturing supplies and equipment replacement parts. Inventories at October 31, 1998, and July 31, 1998, consisted of the following (in thousands):
October 31, July 31, 1998 1998 ----------- --------- Raw materials $36,800 $34,504 Work in process and finished goods 18,373 13,367 Supplies and spare parts 4,277 4,102 ------- ------- $59,450 $51,973 ======= =======
7 ABC RAIL PRODUCTS CORPORATION AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued) 3. Earnings Per Share SFAS No. 128, "Earnings Per Share" was issued in February 1997 and adopted by the Company in the second quarter of fiscal 1998. This new pronouncement established revised reporting standards for earnings per share and has been retroactively applied to all periods presented herein. Previously reported earnings per share for each such period were not materially different than currently reported diluted earnings per share. Additionally, application of the new standard for fiscal 1998 periods did not materially impact the calculation of diluted earnings per share versus what would have been reported under the prior standard. Diluted earnings per share for the Company includes the impact of the assumed exercise of dilutive stock options as well as the assumed issuance of up to 120,000 shares related to the earn-out for an acquired company. 4. Unconsolidated Joint Venture ABC has various unconsolidated joint ventures with ownership interests of 40% to 50%. The most significant of these ventures is Anchor Brake Shoe, LLC with operations in West Chicago, Illinois. Summarized financial information for the Anchor Brake Shoe joint venture for the three months ended October 31, 1998 and 1997 is as follows:
Three Months Ended October 31 ------------------ 1998 1997 ------ ------ Net sales $4,263 $4,116 Gross profit 1,210 1,395 Net income 645 801
5. Accounting Change In April 1998, Statement of Position No. 98-5 was issued which requires that companies write-off previously capitalized start-up costs and expense future start-up costs as incurred. The Company had capitalized certain start-up costs in prior periods. Effective August 1, 1998, the Company elected early adoption of this standard and wrote-off $2.6 million ($1.6 million after-tax) of previously capitalized start-up costs. 8 ABC RAIL PRODUCTS CORPORATION AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations The following is management's discussion and analysis of certain significant factors which have affected the Company's financial condition and results of operations during the interim periods included in the accompanying unaudited Consolidated Financial Statements. SEASONALITY - ----------- The peak season for installation of specialty trackwork extends from March through October, when weather conditions are generally favorable for installation and, as a result, net sales of specialty trackwork have historically been more concentrated in the period from January through June, a period roughly corresponding to the second half of the Company's fiscal year. In addition, a number of the Company's facilities close for regularly scheduled maintenance in the late summer and late December, which tends to reduce operating results during the first half of the Company's fiscal year. Transit industry practice with respect to specialty trackwork generally involves the periodic shipment of large quantities, which may be unevenly distributed throughout the year. The Company, except where noted, does not expect any significant departure from the historical demand patterns during the present fiscal year ending July 31, 1999. RESULTS OF OPERATIONS - --------------------- Three Months Ended October 31, 1998 Compared to Three Months Ended October 31, 1997 Net Sales. Net sales increased 14.2% to $77.5 million from $67.9 million. The increase in sales is due primarily to an increase in sales in the Wheel Manufacturing and Wheel Services Division ($10.1 million), with production up substantially over last year at the wheel manufacturing facility. Offsetting this increase was a $3.7 million reduction in sales within the Track Products Division. Track orders from two of our major Class I Railroad customers were down significantly from the first quarter last year. The decline in orders from one of these major customers is due to an across-the-board reduction in orders for capital goods by that customer that may also impact future periods. Gross Profit and Cost of Sales. Gross profit increased from 10.0% of revenue in 1997 to 10.3% of revenue in 1998. The increase in the gross profit is primarily the result of improved operating results in the Wheel Division, partially offset by the reduction in the Track Products Division as a result of the lower sales volume. Selling, General and Administrative Expenses. Selling, general and administrative expenses increased $1.0 million. The increase in expenses between periods reflects additional expense required to support the Company's new information systems (SAP's R/3 enterprise-wide software) and other general increases. Accounting Change. The non-cash, after-tax effect of an accounting change of $1.6 million represents the write-off, in accordance with Statement of Position 98-5, of previously capitalized start-up costs. See Note 5 to the Notes to Unaudited Consolidated Financial Statements for additional information. 9 LIQUIDITY AND CAPITAL RESOURCES - -------------------------------- For the three months ended October 31, 1998 and 1997, net cash used in operating activities totaled $4.5 million and $0.1 million, respectively. The decrease in operating cash flow is due primarily to a net increase in working capital. The Company has elected to build some inventory in the Track Products Division in anticipation of additional orders after the start of the calendar year. Capital expenditures during the first three months of fiscal 1999 and 1998 were $12.4 million and $9.1 million, respectively. Spending during the first quarter of fiscal 1999 is related primarily to cost associated with the implementation of SAP's R/3 enterprise-wide software, a new track panel facility in Ashland, Wisconsin, normal improvements to the Calera, Alabama wheel plant and production equipment for a new facility to process used rail into reusable heat-treated and head-hardened rail. For the three months ended October 31, 1998 and 1997, net cash provided by financing activities totaled $16.9 million and $9.5 million, respectively. The increase in financing cash flows is due primarily to the higher level of net borrowings during the period. As of October 31, 1998, availability under the Company's Credit Agreement was $13.2 million. As described in detail in Item 7 of the Company's fiscal 1998 Form 10-K, the Company is actively addressing its Year 2000 ("Y2K") issues. The Company remains on target with the initiatives detailed in the Form 10-K. At the present time, management is unable to estimate the potential impact on the Company of the possible failure of its customers and suppliers to become Year 2000 compliant. If the Company's major customers and suppliers are not and do not become Year 2000 compliant on a timely basis, the Company's results of operations could be adversely affected. REGARDING FORWARD-LOOKING STATEMENTS - ------------------------------------ The foregoing contains forward-looking statements that are based on current expectations and are subject to a number of risks and uncertainties. Actual results could differ materially from current expectations due to a number of factors, including general economic conditions; competitive factors and pricing pressures; shifts in market demand; the performance and needs of industries served by the Company's businesses; actual future costs of operating expenses such as rail and scrap steel, self-insurance claims and employee wages and benefits; actual costs of continuing investments in technology; the availability of capital to finance possible acquisitions and to refinance debt; the ability of management to implement the Company's long-term business strategy of acquisitions; "Y2K" issues and the risks described from time to time in the Company's SEC reports. 10 Part II OTHER INFORMATION - -------------------------------------------------------------------------------- Item 6 - Exhibits and Reports on Form 8-K (A) Exhibits
Exhibit No. Description - ------- ----------- 2.1 Agreement and Plan of Merger by and among the Company, ABCR Acquisition Sub, Inc. and NACO, Inc Dated September 18, 1998 (Incorporated by reference to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 18, 1998.) (SEC File No. 0-22906). 3.1 Restated Certificate of Incorporation of the Company (Incorporated by reference to the same numbered exhibit filed with the Registrant's Registration Statement on Form S-1 originally filed with the Securities and Exchange Commission on April 13, 1994) (SEC File No. 33-77652). 3.2 Bylaws of the Company (Incorporated by reference to the same numbered exhibit filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended July 31, 1994) (SEC File No. 0-22906). 3.3 Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock of the Company (Incorporated by reference to Exhibit 3.1 filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended October 31, 1996) (SEC File No. 0-22906). 3.4 Certificate of Correction of Certificate of Designation of the Company (Incorporated by reference to Exhibit 3.2 filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended October 31, 1996) (SEC File No. 0-22906). 4.1 Form of certificate representing shares of Common Stock of the Company (Incorporated by reference to the same numbered exhibit filed with the Registrant's Registration Statement on Form S-1 originally filed with the Securities and Exchange Commission on October 12, 1993) (SEC File No. 33-70242). 4.2 Rights Agreement, dated as of September 29, 1995 between the Company and LaSalle National Trust, N.A., as Rights Agent (the "Rights Agreement"), which includes the Form of Certificate of Designation, Preferences and Rights, the form of Rights Certificate and the Summary of Stockholder Rights Plan (Incorporated by reference to the same numbered exhibit filed with the Registrant's Current Report on Form 8-K dated October 2, 1995) (SEC File No. 0-22906).
11
4.3 Amendment No. 1 to the Rights Agreement Dated November 15, 1996 (Incorporated by reference to Exhibit 4.1 filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended October 31, 1996) (SEC File No. 0-22906). 4.4 Amendment No. 2 to the Rights Agreement Dated September 17, 1998 (Incorporated by reference to Exhibit 4.1 filed with the Registrant's Form 8-A/A on September 24, 1998 (Sec File No. 0-22906). 4.5 Indenture, dated January 15, 1997, from the Company to First Trust of Illinois, National Association, as Trustee (incorporated by reference to Exhibit 4.5 in the Registrant's Registration Statement on Form S-3 filed with the Securities and Exchange Commission on November 15, 1996) (SEC File No. 333-16241). 4.6 First Supplemental Indenture to the Indenture dated January 15, 1997 between the Company and First Trust National Association, as Trustee (incorporated by reference to Exhibit 4.1 the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 17, 1997) (SEC File No. 0-22906). 4.7 Second Supplemental Indenture to the Indenture dated as of January 15, 1997 between the Company and First Trust National Association, as Trustee (Incorporated by reference to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 22, 1997) (SEC File No. 0-22906). 10.1 Registration Rights Agreement, dated as of August 28, 1991, among the Company, KARC and the Management Investors named therein (Incorporated by reference to the same numbered exhibit filed with the Registrant's Registration Statement on Form S-1 originally filed with the Securities and Exchange Commission on October 12, 1993) (SEC File No. 33-70242). 10.2 Second Amended and Restated Loan and Security Agreement (the "Security Agreement"), dated as of January 31, 1997, among the Company, ABC Deco Inc. and American Systems Technologies, Inc., as borrowers, the financial institutions named therein, as lenders, and American National Bank and Trust Company of Chicago, as agent, and Amendment No. 1 thereto dated as of August 8, 1997 ("Amendment 1"), Amendment No. 2 thereto dated as of October 31, 1997 ("Amendment 2") Amendment No. 3 thereto dated as of December 8, 1997 ("Amendment 3"), Amendment No. 4 thereto dated December 22, 1997 ("Amendment 4") and Amendment No. 5 thereto dated April 24, 1998 ("Amendment 5") (Security Agreement and Amendment 1 incorporated by reference to the same numbered exhibit filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended July 31, 1997 (SEC File No. 0-22906); Amendment 2 incorporated by reference to Exhibit 10.1 filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended October 31, 1997 (SEC File No. 0-22906); Amendment 3 incorporated by reference to Exhibit 10.1 filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended January 31, 1998 (SEC File No. 0-22906); Amendment 4 incorporated by reference to Exhibit 10.1 filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended
12 April 30, 1998 (SEC File No. 0-22906); and Amendment 5 incorporated by reference to Exhibit 10.3 filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended April 30, 1998 (SEC File No. 0-22906). 10.3 Stock Option Plan dated July 1, 1993 (Incorporated by reference to the same numbered exhibit filed with the Registrant's Registration Statement on Form S-1 originally filed with the Securities and Exchange Commission on October 12, 1993) (SEC File No. 33-70242). 10.4 Lease, entered into March 10, 1993, between the Company and Milton M. Siegel Company (Incorporated by reference to the same numbered exhibit filed with the Registrant's Registration Statement on Form S-1 originally filed with the Securities and Exchange Commission on October 12, 1993) (SEC File No. 33-70242). 10.5 ABC Rail Corporation Master Savings Trust (Incorporated by reference to the same numbered exhibit filed with the Registrant's Registration Statement on Form S-1 originally filed with the Securities and Exchange Commission on October 12, 1993) (SEC File No. 33-70242). 10.6 ABC Rail Corporation Savings and Investment Plan, as amended and restated effective as of May 1, 1988 (Incorporated by reference to the same numbered exhibit filed with the Registrant's Registration Statement on Form S-1 originally filed with the Securities and Exchange Commission on October 12, 1993) (SEC File No. 33-70242). 10.7 Partnership Agreement, dated as of February 1, 1992, by and between ABC Rail French Holdings, Inc. and Cogifer Americas, Inc. (Incorporated by reference to the same numbered exhibit filed with the Registrant's Registration Statement on Form S-1 originally filed with the Securities and Exchange Commission on October 12, 1993) (SEC File No. 33-70242). 10.8 Commercial Representation Agreement, dated February 21, 1992, between the Company and Cogifer Industries of Croissy-sur-Sein, France and certain of its affiliates, terminated by the Company on September 4, 1998 (Incorporated by reference to the same numbered exhibit filed with the Registrant's Registration Statement on Form S-1 originally filed with the Securities and Exchange Commission on October 12, 1993) (SEC File No. 33-70242). 10.9 Agreement, dated February 21, 1992, by and between the Company and Cogifer Industries (Incorporated by reference to the same numbered exhibit filed with the Registrant's Registration Statement on Form S-1 originally filed with the Securities and Exchange Commission on October 12, 1993) (SEC File No. 33-70242). 10.10 Lease, dated March 1, 1994, by and between the City of Newton, Kansas and the Company (Incorporated by reference to the same numbered exhibit filed with the Registrant's Registration Statement on Form S-1 originally filed with the Securities and Exchange Commission on April 13, 1994) (SEC File No. 33-77652). 13 10.11 1994 Director Stock Option Plan (Incorporated by reference to the same numbered exhibit filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended July 31, 1994) (SEC File No. 0-22906). 10.12 Amendment No. 1 to 1994 Director Stock Option Plan (Incorporated by reference to the same numbered exhibit filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended July 31, 1996) (SEC File No. 0-22906). 10.13 Form of option agreement evidencing options granted to Donald W. Grinter (72,000 shares), D. Chishold MacDonald (40,000 shares), David G. Kleeschulte (40,000 shares) and Eugene Ziemba (60,000 shares) pursuant to the Stock Option Plan listed as Exhibit 10.3 above (Incorporated by reference to the same numbered exhibit filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended July 31, 1994) (SEC File No. 0-22906). 10.14 Asset Purchase Agreement dated April 3, 1995, between the Company and General Electric Railcar Wheel and Parts Service Corporation (Incorporated by reference to the same numbered exhibit filed with the Registrant's Current Report on Form 8-K dated May 15, 1995) (SEC File No. 0-22906). 10.15 1994 Stock Option Plan (Incorporated by reference to the same numbered exhibit filed with the Registrant's Registration Statement on Form S-1 originally filed with the Securities and Exchange Commission on April 13, 1994) (SEC File No. 33-77652). 10.16 Agreement and General Release dated as of October 2, 1996 between Ben R. Yorks and the Company (Incorporated by reference to the same numbered exhibit filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended July 31, 1996) (SEC File No. 0-22906). 27.1 Financial Data Schedule (B) Reports on Form 8-K The Company filed a Form 8-K on September 18, 1998, to announce the execution of an Agreement and Plan of Merger (the "Merger Agreement") by and among the Company, ABCR Acquisition Sub, Inc. (a wholly owned subsidiary of the Company) and NACO, Inc. ("NACO"). The Form 8-K included the joint press release issued by the Company and NACO in connection with the execution of the Merger Agreement. 14 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. ABC RAIL PRODUCTS CORPORATION /s/ Donald W. Grinter --------------------------- Donald W. Grinter Chairman of the Board and Chief Executive Officer /s/ J. P. Singsank --------------------------- J. P. Singsank Corporate Controller and Assistant Secretary (Principal Financial and Accounting Officer) Date: December 9, 1998 ---------------------------- 15 EX-27.1 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE UNAUDITED CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE PERIOD ENDED OCTOBER 31 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS JUL-31-1999 AUG-01-1998 OCT-31-1998 0 0 56,185 0 59,450 121,848 195,398 49,351 317,836 57,484 161,251 0 0 90 86,118 317,836 77,514 77,514 69,566 69,566 4,473 0 2,414 1,061 446 615 0 0 (1,620) (1,005) (0.11) (0.11) Notes and accounts receivable - trade are reported net of allowances for doubtful accounts in the Consolidated Balance Sheets.
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