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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: February 29, 2000
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: 1-8803
MATERIAL SCIENCES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-2673173
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2200 EAST PRATT BOULEVARD
ELK GROVE VILLAGE, ILLINOIS 60007
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 847-439-8270
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
------------------------------
Title of each class registered
------------------- ----------
Common Stock, $.02 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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 _____
----
1
The aggregate market value of the voting stock of the registrant held by
shareowners (not including any voting stock owned by directors or executive
officers of the registrant (such exclusion shall not be deemed an admission that
any such person is an affiliate of the registrant)) of the registrant was
approximately $166,445,843 as of April 24, 2000 (based on the closing sale price
on the New York Stock Exchange on such date, as reported by The Wall Street
Journal Midwest Edition).
As of April 24, 2000, the registrant had outstanding an aggregate of
15,243,039 shares of its Common Stock.
Documents Incorporated by Reference
Portions of the following documents are incorporated herein by reference into
the indicated part of this Form 10-K:
Part of Form 10-K
-----------------
Document into which incorporated
-------- -----------------------
Registrant's fiscal 2000 annual report to Parts I, II, IV
shareowners
Registrant's proxy statement for the Annual Part III
Meeting of Shareowners to be held on
June 22, 2000
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K ((S)229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.[_]
2
PART I
ITEM 1. BUSINESS
- ------- --------
Introduction
- ------------
Material Sciences Corporation (unless otherwise indicated by the context,
including its subsidiaries, "MSC" or "Company") develops, manufactures and
markets continuously processed, coated and laminated materials. The Company's
three segments are: Coated Products and Services, Engineered Materials and
Specialty Films (see Note 12 of the Notes to the Consolidated Financial
Statements under the caption "Business Segments" on page 33 of the Company's
annual report, which is incorporated by reference herein). The Coated Products
and Services segment includes the coil coating, hot-dip galvanizing and
electrogalvanizing product groups. This segment provides galvanized and
prepainted products and services primarily to the building and construction,
automotive and appliance markets. The Engineered Materials segment includes the
laminates and composites product group. This segment combines layers of metal
and other materials designed to meet specific customer requirements for the
automotive, lighting, appliance and computer equipment markets. The Specialty
Films segment manufactures solar control and safety window film, as well as
industrial films used in a variety of products.
Customers generally benefit from the energy savings and environmental
advantages of MSC's manufacturing processes and products. In the engineered
materials, specialty films and hot-dip galvanizing portion of its business, the
Company is primarily a manufacturer and marketer of its own products. In the
coil coating and electrogalvanizing area, MSC generally acts as a "toll coater"
by processing its customers' metal for a fee, without taking ownership of the
metal.
Headquartered near Chicago, the Company, through its MSC Pre Finish Metals
Inc. ("PFM"), MSC Pinole Point Steel Inc. ("MSCPPS"), MSC Walbridge Coatings
Inc. ("MSCWC"), MSC Laminates and Composites Inc. ("MSCLC") and MSC Specialty
Films, Inc. ("MSCSF") subsidiaries, operates 11 manufacturing plants in the
United States and Europe. PFM operates two facilities in Elk Grove Village,
Illinois, one facility in Morrisville, Pennsylvania, and one facility in
Middletown, Ohio. MSCPPS operates one coil coating and one galvanizing facility
in Richmond, California. MSCWC, a subsidiary of PFM, operates a facility in
Walbridge, Ohio, on behalf of Walbridge Coatings, an Illinois Partnership
("Partnership"), owned by MSCWC, Bethlehem Steel Corporation ("BSC") and a
subsidiary of the LTV Corporation ("LTV"). MSCLC operates one facility in Elk
Grove Village, Illinois. MSCSF operates one facility in San Diego, California.
MSCSF also has a 50% interest in a facility in Research Triangle Park, North
Carolina, and a facility in Zulte, Belgium, through Innovative Specialty Films,
LLC ("ISF"), a joint venture formed on October 15, 1998, with Bekaert
Corporation.
Additional information concerning certain transactions and events is
incorporated herein by reference to Management's Discussion and Analysis of
Financial Condition and Results of Operations in the Company's annual report.
3
MSC, a Delaware corporation, was founded in 1971 and has been a publicly
traded company since 1984. The principal executive offices of the Company are
located at 2200 East Pratt Boulevard, Elk Grove Village, Illinois 60007, and its
telephone number is (847) 439-8270.
Coated Products and Services
Coil Coating
- ------------
The Company believes that coil coating is the most environmentally safe and
energy-efficient method available for applying paint and other coatings to
metal. This continuous, roll-to-roll, highly automated, high-speed process
applies coatings to coiled metal of varying widths and thicknesses. In the
process, sheet metal is unwound from a coil, cleaned, chemically treated,
coated, oven-cured and rewound into coils for shipment to manufacturers that
fabricate the coated metal into finished products that are sold into a variety
of industrial and commercial markets. The coatings are designed to produce both
protective and decorative finishes. Through techniques such as printing,
embossing and striping, special finishing effects can also be created. The
finished product (i.e. prepainted or coil coated metal) is a versatile material
capable of being drawn, formed, bent, bolted, riveted, chemically bonded and
welded. The Company generally acts as a "toll coater" by processing coils for
steel mills or their customers, without taking ownership of the metal. The
Company charges by weight or surface area processed.
The Company's coil coated products are used by manufacturers in building
products, appliances, heating and air conditioning, automotive, lighting, above-
ground swimming pools and other products. The Company's strategy in coil coating
has been to produce high-volume, competitively coated products at low cost, as
well as to identify, develop and produce specialty niche products meeting
specific customer requirements.
Coil coating technology reduces the environmental impact of painting and
reduces manufacturers' energy needs. In coil coating processes, over 95% of the
coating material is applied, in contrast with the significant waste from
"overspray" typical in post-fabrication painting. The energy required to cure
coil coated metal is substantially less than that required by other coating
methods. These savings are achieved because of high-speed material processing
and because 90% to 95% of the coatings' volatile organic compounds are recycled
back into the curing ovens and used as fuel.
Manufacturers that use prepainted materials can eliminate or significantly
reduce on-site post-fabrication paint lines and the associated costs of
compliance with complex environmental and other regulations. Prepainted
materials facilitate the adoption of just-in-time and continuous process
manufacturing techniques that can result in improvements to work in process
inventory, plant utilization and productivity. Since prepainted metal is
cleaned, treated and painted while flat, the result is a more uniform and higher
quality finished part than can be achieved by even the best post-fabrication
painting operation. There are no hidden areas where paint is difficult to reach
and where corrosion can begin after the product has been marketed. As a result,
companies using prepainted material generally benefit from lower manufacturing
costs and improved
4
product quality. Use of prepainted metal may, however, require product design or
fabrication changes and more stringent handling procedures during manufacturing.
The coil coating process competes with other methods of producing coated sheet
metal, principally post-fabrication finishing methods such as spraying, dipping
and brushing. The Company expects that, although there can be no assurance in
this regard, the market penetration of coil coated metal will increase as a
result of more stringent environmental regulation and the energy efficiency,
quality and cost advantages provided by prepainted metal as compared to post-
fabrication painting, particularly in high-volume manufacturing operations. The
Company estimates that there are approximately 64 companies operating coil
coating lines in North America. The Company believes it is one of the largest
coil coaters, with approximately 15% of the total tons processed in the United
States in calendar 1999. Competition in the coil coating industry is heavily
influenced by geography, due to the high costs involved in transporting sheet
metal coils. Within geographic areas, coil coaters compete on the basis of
quality, price, customer service, technical support and product development
capability.
Hot-Dip Galvanizing
- -------------------
On December 15, 1997, the Company purchased certain assets and assumed certain
liabilities of a West Coast hot-dip galvanizing and coil coating business.
Consideration for the purchase was approximately $129 million, which was
financed through a bank line of credit and long-term debt. Located in the San
Francisco Bay Area, the operation consists of a 350,000 ton capacity hot-dip
galvanizing line and a coil coating line capable of producing 150,000 tons of
prepainted metal. The two facilities operate as MSCPPS, a subsidiary of MSC, and
serve the building and construction market across the western United States.
Hot-dip galvanizing ("HDG") is a continuous, high-speed roll-to-roll process
for depositing zinc on steel. HDG deposits zinc onto steel by immersing the
steel strip into a molten bath of zinc (hot-dip) making it corrosion resistant.
Zinc, in the presence of a corrosive environment, will sacrifice itself to
protect the steel. As such, zinc gives the maximum sacrificial protection to
steel in the greatest number of applications. HDG steel may be used as is or can
be painted, resulting in enhanced corrosion protection and versatility.
MSCPPS's products are primarily used by the building and construction market
where they are manufactured into such products as roofing, siding, doors, duct
work, lighting fixtures and a wide variety of other structural components.
MSCPPS generally takes ownership of the metal it processes.
Coated steel continues to be a growing choice for various industrial and
commercial needs because of its economy, versatility, attractiveness and long
life. The volatility and generally rising prices of lumber also has made coated
steel a growing alternative in the residential construction market, where
durability, strength, fire-resistance, easy maintenance and environmental
soundness have all contributed to its growth.
5
Electrogalvanizing
- ------------------
MSCWC, through its participation in the Partnership, serves the market for
motor vehicles by producing electrogalvanized ("EG") steel. EG steel is the
primary corrosion-resistant steel product used to manufacture automobile and
light-truck bodies. Domestic demand for EG steel began in 1985, and the Company
believes that it will continue as automobile manufacturers respond to consumer
demands for longer warranty protection against rust and, to a lesser extent, due
to increased applications for EG steel in the appliance and other non-automotive
markets.
Through the Partnership, MSCWC electrogalvanizes zinc and zinc-alloy coatings
and applies organic coatings onto sheet metal in coil form. MSCWC offers a full
complement of pure zinc and zinc-nickel plated products with or without organic
coatings or top coats that offer corrosion, forming or cosmetic advantages over
competitive products to the automotive as well as other markets. Demand for
coatings over the electrogalvanized plating has increased due to greater
corrosion expectations of steel products and enhanced cosmetic requirements.
The Partnership's facility is the only facility in North America capable of
meeting, in a single pass through its line, the demand for this full complement
of products.
On July 23, 1999, a subsidiary of BSC sold a portion of its ownership interest
in the Partnership to LTV. LTV purchased a 16.5% equity interest in the
Partnership from BSC, providing LTV access to 33.0% of the facility's available
line time. In conjunction with the sale, the Partnership term was extended from
December 31, 2001 to December 31, 2004. The Partnership agreements also were
restructured to provide for a decrease in pricing to BSC and LTV in exchange for
various "make whole" opportunities for MSC related to third party sales and a
portion of line time rights allocated to the Company in calendar 2000 and 2001.
MSC also maintained its long-term toll processing agreement with ISPAT Inland
Inc. (a former partner), which expires on December 31, 2001.
MSC's net sales for electrogalvanizing consists of various fees charged to the
Partnership for operating the facility. Sales to the Partnership represented
13%, 13% and 20% of MSC's net sales in fiscal 2000, 1999 and 1998, respectively.
The fees consist of a variable portion, based on the production volumes and
product mix, and a fixed portion, including taxes, insurance and the fixed
portion of electricity. The overall profitability depends on MSCWC's processing
skill and efficiency and BSC's and LTV's ability to market EG product.
BSC, LTV and the other mills utilizing the Partnership's facility are major
suppliers of sheet steel to the United States automobile industry. The orders
for the Partnership's toll coating services are primarily and independently
generated by BSC and LTV for their respective customers, although the
Partnership may also accept orders from outside parties ("Third Party") to the
extent available capacity and production schedules permit. On an annual basis,
Third Party sales were not significant in fiscal 2000. The first quarter of
fiscal 2001 is projected to be at approximately 70% of capacity, due to customer
inventory adjustments and lower than expected production at General Motors as
compared with 96% of capacity in the first quarter of fiscal 2000.
6
Competition in the production and sale of EG steel for the automotive industry
comes from other steel companies that, either directly or through joint
ventures, produce EG steel on seven manufacturing lines in the United States,
including Inland's other facility. Limited quantities of EG steel also are
imported into the United States from foreign steel suppliers. The Company
believes that the Partnership's line is well positioned to serve the current and
expected end-users of EG steel. The Company is unable to determine the effect,
if any, on the market resulting from the existence of excess capacity, the
entrance of additional capacity, improved galvanizing technology or the
substitution of other materials.
Engineered Materials
Engineered Materials typically consist of steel or other metals in combination
with polymers or other materials to achieve specific properties, such as noise
and vibration reduction and thermal insulation. These products consist of
functionally engineered materials that are designed to meet specific customer
requirements. Products in this segment largely result from the Company's
research and development efforts and the proprietary equipment and processes
designed and implemented by its engineering and manufacturing organizations. The
Company supplies its Engineered Materials to a variety of markets both in the
United States and internationally. The majority of these materials are used in
the automotive, lighting, appliance and computer equipment markets. The major
products in this segment are disc brake noise dampers, Polycore Composites/(R)/
and Specular+/(R)/.
The disc brake noise damper market developed as manufacturers moved to
asbestos-free brake linings. The increased brake noise these linings produce can
be virtually eliminated by the composite materials pioneered by the Company. The
Company believes its material is used in over 50% of the domestic disc brake
noise dampers manufactured for the original equipment market. The Company also
believes it is a significant supplier to the domestic aftermarket.
Polycore Composites are multilayer composites consisting of various metals,
coatings and other materials, typically consisting of metal outer skins
surrounding a thin viscoelastic core material. Polycore Composites are
engineered to meet a variety of needs. The Company believes it is a leader in
developing and manufacturing continuously processed coated materials that reduce
noise and create thermal barriers. The automotive industry is the largest market
for metal composites, which are being used to replace solid sheet metal parts,
including oil pans, valve covers, front engine covers, body panels and heat
shields. Polycore Composites are also being evaluated for use in floor pans and
other internal components to help reduce road noise. Polycore Composites are
also found in a number of other products, including lawn mower engines,
appliances, air conditioners and computer equipment, and other uses are under
evaluation. In fiscal 2000, the Company installed laminating capability at the
Walbridge Coatings location to produce Quiet Steel/(R)/, the Company's
proprietary Polycore Composite material.
Specular+ is a silver-sputtered film laminated to metal and then fabricated
into energy-efficient fluorescent lighting fixtures by the Company's customers.
Because pure silver offers unsurpassed reflectivity and precise light control,
lighting fixtures made from Specular+ produce virtually the same amount of light
with only half the bulbs of a typical white painted fixture. The
7
result is a significant reduction in the cost of electricity for lighting. The
high-reflective lighting market has experienced a general softness due to the
lack of utility rebates to offset the higher initial cost of these fixtures and
the deregulation of electric utilities.
The market for Engineered Materials is competitive, both domestically and
internationally. There are competitors in each product market served by the
Company, some of which have greater resources than the Company. The Company
believes, however, that its technology, product development capability,
technical support and customer service place it in a strong competitive position
in this market.
Specialty Films
- ---------------
The Company's specialty films sales consist principally of solar control and
safety window films for use in the automotive aftermarket and in the
retrofitting of buildings. The Company sells these products through its own in-
house distribution network and independent distributors. The Company believes
there are significant growth opportunities in the building market, since there
is currently low market penetration, and industrial, commercial and residential
building owners are becoming more familiar with the benefits of solar control
and safety window films. Solar control window films can lower energy bills year-
round by reducing heat penetration in the summer and by retaining residual
warmth in the winter. They also reject almost 100 percent of ultraviolet light,
providing draperies and furnishings with significant protection from fading. In
commercial environments, window film generally improves productivity by reducing
glare and heat generation. Safety films, which are sold to the retrofit market
and also to window manufacturers, offer security by making glass shatter
resistant.
The Company (through MSCSF's investment in ISF) uses continuous, roll-to-roll
sputter-deposition technology to metallize wide rolls of flexible substrates,
generally consisting of thin polymeric films. In the sputter-deposition process,
a target material is disintegrated inside a vacuum chamber by ion bombardment
into its component atoms or molecules, which are then redeposited onto the
surface of the base material to be coated. Such base material (commonly called
the substrate or flexible web) can be polymeric film, foil, fabric or paper.
Sputter-deposition permits the use of a wide range of target materials, singly
or in combination (including metals, metal alloys and metal oxides), some of
which cannot be applied in any other way. This flexibility allows formation of
composites of metals, dielectrics and semiconductors. Sputter-coated, flexible
polymeric substrates may be designed to have specific properties, including
energy reflectance, transmission, absorption and electrical conductance. After
the sputtering process, these materials are often further enhanced with other
coatings, adhesives and films on a coating and laminating line, resulting in a
multilayer laminate.
On October 15, 1998, MSCSF formed a 50:50 joint venture partnership with
Bekaert Corporation called Innovative Specialty Films, LLC. ISF combines the
sputtering operations of both companies, which the Company believes makes it one
of the leading sputtering companies in the world. MSC also believes this new
entity will not only enhance its window film development efforts, it will also
provide the basis for a number of new products in electronic
8
surveillance, high grade packaging, touch panels and anti-reflection display
applications. ISF commenced operations on January 1, 1999.
This segment also manufactures a number of specialty coated, laminated and
adhesive films. These films are used in the electronic, printing, label and
other industrial markets. The Company believes that its unique capabilities
provide significant competitive advantages in rapidly growing markets.
MSC believes that there are four major domestic companies producing
competitive specialty film materials in addition to the Company. Some of these
competitors have greater resources than the Company, including patented
technology. The Company competes on the basis of a number of factors, including
product performance and quality, completeness of product offering, new product
development capabilities, service and price. The Company believes that it is
competitive in these areas.
International
The Company believes that significant opportunities exist internationally,
particularly for the Company's disc brake noise damper products, Polycore
Composites and solar control and safety window film. Direct export sales have
grown each year, but slower than the consolidated net sales of the Company. As
a percentage of net sales, direct export sales represented 7%, 7% and 10% in
fiscal 2000, 1999 and 1998, respectively.
The Company has certain distribution agreements and licensing and royalty
agreements with agents and companies in Europe, Latin America and the Far East
that cover disc brake noise dampers, Polycore Composites, powder coating and
lighting products. These agreements provide the Company with opportunities for
market expansion in those geographic areas.
The Company is pursuing a variety of other business relationships, including
direct sales, distribution agreements, licensing and other forms of partnering
to increase its international sales and expand its international presence.
Marketing and Sales
The Company markets its coil coating, hot-dip galvanizing and laminates and
composites' products, services and technologies primarily through its in-house
sales organization and also through independent distributors, agents and
licensees. The Company focuses its sales efforts on manufacturers, but also
sells to steel mills and their intermediaries, metal service centers and metal
brokers. BSC and LTV are the primary marketing partners for EG steel. The
Company sells its specialty films' products primarily through its internal
distribution network, as well as domestic and international distributors. All of
the Company's selling activities are supported by technical service departments
that aid the customer in the choice of available materials and their use in the
customer's manufacturing process.
9
The Company estimates that customers in the building products market were the
end-users for approximately 45%, 48% and 25% of MSC's net sales in fiscal 2000,
1999 and 1998, respectively. The Company also estimates the original equipment
and aftermarket segment of the transportation industry were the end-users for
approximately 33%, 31% and 48% of MSC's net sales in fiscal 2000, 1999 and 1998,
respectively. Due to concentration in the automobile industry, the Company
believes that sales to individual automobile companies, including indirect
sales, are significant.
The Company is a party to a ten year tolling agreement in which MSC agrees to
provide AK Steel Corporation ("AKS") with coil coating and other ancillary
services from the Middletown, Ohio facility until June 2003. For calendar year
1999, MSC was required to provide AKS with 38% of the facility's capacity. The
balance of capacity is being marketed by the Company's sales force and utilized
by shifting production from other MSC plants that, at times, reach their
capacity.
The Company's backlog of orders as of February 29, 2000, was approximately
$82.2 million, all of which is expected to be filled during the remainder of the
current fiscal year. The Company's backlog was approximately $82.6 million as of
February 28, 1999.
MSC is generally not dependent on any one source for raw materials or
purchased components essential to its business for which an alternative source
is not readily available, and it is believed that such raw materials and
components will be available in adequate quantities to meet anticipated
production schedules.
MSC believes that its business, in the aggregate, is not seasonal. Certain of
its products, however, sell more heavily in some seasons than in others.
Environmental Matters
The Company is subject to federal, state and local environmental laws. As a
result of these laws, the Company has incurred, and will continue to incur in
the future, capital expenditures and operating costs and charges. The Company is
involved in two Superfund sites located in Gary and Kingsbury, Indiana. Although
the ultimate cost of the Company's share of necessary remediation expenses is
not yet known, the Company believes that it has adequately reserved for
environmental matters given the information currently available. See Note 4 of
the Notes to the Consolidated Financial Statements entitled "Contingencies," on
pages 27 and 28 of the Company's annual report, which is incorporated by
reference herein. The Company cannot predict the impact of new or changed laws
or regulations.
The Company believes it operates its facilities and conducts its business, in
all material respects, in accordance with all environmental laws presently
applicable to its facilities. The Company spent approximately $2.8 million in
fiscal 2000, and has budgeted approximately $2.7 million during fiscal 2001, for
maintenance or installation of environmental controls at its facilities. See
Item 3 "Legal Proceedings" below.
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Research and Development
Management estimates that it spent approximately $6.8 million in fiscal
2000, $7.1 million in fiscal 1999 and $6.1 million in fiscal 1998 for product
and process development activities.
While it considers its various patents, licenses and trademarks to be
important, it does not believe that the loss of any individual patent, license
or trademark would have a material adverse effect upon its business.
Employees
As of February 29, 2000, the Company (excluding ISF) had 1,250 full-time
employees. Of these, approximately 905 were engaged in manufacturing, 173 in
marketing and sales, 129 in administrative and clerical positions and 43 in
process and product development.
The employees at the San Diego, California; Walbridge, Ohio; and the MSCSF
distribution facilities are not represented by a union. Hourly manufacturing
employees at Elk Grove Village, Illinois; Morrisville, Pennsylvania; and
Middletown, Ohio are covered by separate union contracts expiring in February
2002, November 2000 and May 2002, respectively. Hourly manufacturing employees
at Richmond, California are covered by two separate union contracts expiring in
January 2003 and March 2005. The Company believes that its relations with its
employees are good.
[THIS SPACE INTENTIONALLY LEFT BLANK.]
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EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Company as of April 24, 2000, are as follows:
Position and
Name Age Year First Elected
---- --- ------------------
Gerald G. Nadig 54 Chairman, President and Chief Executive
Officer, MSC since January 1998; previously
President and Chief Executive Officer,
MSC since January 1997; previously President
and Chief Operating Officer, MSC since July 1991.
Thomas E. Moore 54 Executive Vice President and Chief Operating
Officer, MSC since May 1997; previously
Executive Vice President and General
Manager, MSCWC since 1993.
James J. Waclawik, Sr. 41 Vice President, Chief Financial Officer and
Secretary, MSC since October 1996;
previously Vice President and Controller,
MSC since July 1991.
Frank J. Lazowski, Jr. 60 Senior Vice President, Human Resources, MSC
since March 1999; previously Vice President,
Human Resources, MSC since July 1991.
Anton F. Vitzthum 65 Senior Vice President, Manufacturing, MSC
since March 1994.
Robert J. Mataya 57 Vice President, Business Planning and
Development, MSC since July 1991.
Edward J. Vydra 61 Vice President and Chief Technology Officer,
MSC since November 1998; Vice President,
Research and Development (various
subsidiaries of the Company) since 1991.
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Position and
Name Age Year First Elected
---- --- ------------------
David J. DeNeve 31 Controller, MSC since October 1996;
previously Accounting and Tax Manager, MSC
since November 1995; previously Financial
Analyst, MSC since June 1994.
David A. Catterlin 44 President, MSCPPS since June 1998.
David A. Fletcher 46 President and Chief Operating Officer, MSCSF
since September 1993.
Ronald L. Millar 49 Group Vice President and General Manager,
MSCLC since November 1995; previously Vice
President, PFM since 1991.
Douglas M. Rose 50 President, PFM since December 1997.
Edward A. Williams 41 Group Vice President and General Manager,
MSCWC since May 1997; previously Plant
Manager, MSCWC since 1993.
Prior to joining the Company, Mr. Catterlin was Vice President, Commercial
for California Steel Industries, Inc. Mr. Rose was Executive Vice President,
Toyoda Machinery USA, prior to joining the Company.
[THIS SPACE INTENTIONALLY LEFT BLANK.]
--------------------------------------
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ITEM 2. PROPERTIES
- ------ ----------
The Company owns or leases facilities with an aggregate of approximately
2,012,000 square feet of space. The Company considers all of such facilities to
be in good operating condition. In addition to the principal physical properties
used by the Company in its manufacturing operations as summarized in the table
below, the Company leases numerous sales and administrative offices pursuant to
short-term leases.
Approximate
Area in Lease Expiration
Location Square Feet (or Ownership)
-------- ----------- ----------------
Elk Grove Village, Illinois 58,000 Owner
Plant No. 1
Elk Grove Village, Illinois 223,000 Owner
Plant No. 2
Elk Grove Village, Illinois 290,000 Owner
Plant No. 3
Morrisville, Pennsylvania 121,000 Owner
Middletown, Ohio 170,000 Owner
Richmond, California 276,000 Owner
Plant No. 1
Richmond, California 203,000 Owner
Plant No. 2
Walbridge, Ohio 440,000 June 2003/(1)/
San Diego, California 73,000 February 2007/(2)/
Research Triangle Park,
North Carolina (ISF) 21,000 December 2003/(3)/
Zulte, Belgium (ISF) 65,000 December 2004
(1) The lease is renewable, at the Company's option, for additional periods
totaling 25 years. Since April 1, 1986, this facility has been subleased to the
Partnership, which initially expired on June 30, 1998. MSC and BSC have extended
the sublease until December 31, 2004 (see Coated Products and Services -
Electrogalvanizing).
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(2) The lease is renewable, at the Company's option, for additional periods
totaling 5 years. A portion (20.2%) of this facility has been subleased to ISF,
and the sublease expires the earlier of the termination of the ISF agreement
(December 31, 2003, if not extended) or February 28, 2007.
(3) The sublease expires the earlier of the termination of the ISF agreement
(December 31, 2003, if not extended) or February 28, 2007.
ITEM 3. LEGAL PROCEEDINGS
- ------ -----------------
See Note 4 of the Notes to Consolidated Financial Statements entitled
"Contingencies," on pages 27 and 28 of the Company's annual report, which is
incorporated by reference herein.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY OWNERS
- ------ --------------------------------------------------
There were no matters submitted to the Company's security owners during the
fourth quarter of fiscal 2000.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
- ------ ---------------------------------------------
RELATED SHAREOWNER MATTERS
--------------------------
The Company's common stock, $.02 par value, is listed on the New York Stock
Exchange under the symbol "MSC." The table below sets forth, by fiscal quarter,
the high and low sales prices of the Company's common stock during its past two
fiscal years.
Fiscal Fiscal
Year Quarter High Low
---- ------- ---- ---
2000 1st 11 3/8 6 3/8
2nd 15 3/4 11 1/16
3rd 15 1/16 10 15/16
4th 14 11/16 10 3/16
Fiscal Fiscal High Low
Year Quarter ---- ---
---- -------
1999 1st 12 5/8 10
2nd 13 1/8 7 9/16
3rd 10 1/16 6 3/4
4th 9 7/8 7 3/16
There were 940 shareowners of record of the Company's common stock at the
close of business on April 24, 2000. MSC has not paid cash dividends other than
a nominal amount in lieu of fractional shares in connection with stock
dividends. Management currently anticipates
15
that all earnings will be retained for development of the Company's business. If
business circumstances should change, the Board of Directors may declare and
instruct the Company to pay cash dividends.
ITEM 6. SELECTED FINANCIAL DATA
- ------- -----------------------
Reference is made to the information found under the caption "Selected
Financial Data" on pages 34 and 35 of the Company's annual report, which is
incorporated by reference herein.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
- ------- ---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
Reference is made to the information found under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
pages 19 through 21 of the Company's annual report, which is incorporated by
reference herein.
Certain statements in this Form 10-K and in future filings of the Company with
the SEC and in the Company's written and oral statements made by or with the
approval of an authorized officer of the Company contain, or will contain,
various "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
including assumptions concerning MSC's operations, future results and prospects,
and the Company intends that such forward-looking statements be subject to the
safe harbors created thereby. These forward-looking statements are based on
MSC's current expectations and are subject to risk and uncertainties which could
cause actual results or events to differ materially from those set forth or
implied. Examples of forward-looking statements include, but are not limited to,
statements regarding the Company's future financial position, results of
operations and cash flows (including future capital expenditures and anticipated
debt levels and strategies for growth), plans and objectives. Uncertainties and
factors which could cause actual results or events to differ materially from
those set forth or implied include, but are not limited to, (i) successful
development and market introduction of anticipated new products and
technologies; (ii) competitive factors and competitor's responses to MSC's
initiatives; (iii) changes in the current and future business environment; (iv)
adverse changes in government laws and regulations applicable to the Company;
(v) continuation of the favorable environment to make acquisitions, including
regulatory requirements and market values of candidates; (vi) the stability of
governments and business conditions inside and outside the United States which
may affect successful penetration of the Company's products; (vii) the health of
the automobile, building and construction and durable goods industries; (viii)
environmental risks associated with the manufacturing operations of the Company;
(ix) the loss of one or more significant customers of the Company; (x) risks
associated with the termination of the Partnership in December 2004 or the
termination of the joint venture partnership with ISF on December 2003; (xi)
increases in the price of raw and other material inputs used by the Company that
cannot be passed on to its customers; and (xii) facility utilization at MSCWC.
The Company does not undertake any obligation to update or revise any forward-
looking statement made by it or on its behalf, whether as the result of new
information, future events or otherwise.
16
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
- -------- ------------------------------------------------------
RISK
----
The Company operates internationally, and thus is subject to potentially
adverse movements in foreign currency rate changes. As of February 29, 2000,
foreign sales, operating income and assets each comprised less than 5% of
consolidated amounts. Historically, the effect of movements in the exchange
rates have not been material to the financial position or the results of
operations of the Company.
The Company uses steel as a raw material in many of its products. The Company
has entered into certain vendor contracts, not exceeding a term of one year,
which have established a fixed price for steel.
The table below provides information about the Company's debt that is
sensitive to changes in interest rates.
(Dollars in Thousands)
Expected Maturity Date (Fiscal Year)
----------------------------------------------------------------------------------------
2001 2002 2003 2004 2005 Thereafter Total Fair Value
------ ------ ------- ------- ------- ---------- -------- ----------
Total Debt:
Fixed Rate:
Principal Amount $2,688 $8,227 $14,252 $18,701 $13,421 $59,095 $116,384 $111,008
Average Interest Rate 7.7% 7.3% 7.1% 6.9% 6.9% 6.9% 7.0%
Variable Rate:
Principal Amount $ - $7,200 $ - $ - $ - $ - $ 7,200 $ 7,200
Average Interest Rate* N/A 6.7% N/A N/A N/A N/A 6.7%
* Average variable interest rates are based on fiscal 2000 year end rates.
Actual rates may be higher or lower.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ------- -------------------------------------------
(a) The Report of Independent Public Accountants, Consolidated Statements of
Income for the years ended February 28 or 29, 2000, 1999 and 1998, Consolidated
Balance Sheets as of February 28 or 29, 2000 and 1999, Consolidated Statements
of Cash Flows for the years ended February 28 or 29, 2000, 1999 and 1998,
Consolidated Statements of Changes in Shareowners' Equity for the years ended
February 28 or 29, 2000, 1999 and 1998, Consolidated Statements of Comprehensive
Income for the years ended February 28 or 29, 2000, 1999 and 1998 and Notes to
Consolidated Financial Statements, set forth on page 18 and pages 22 through 33
of the Company's annual report, are incorporated by reference herein.
(b) The unaudited selected quarterly financial data is set forth in Note 13 of
the Notes to Consolidated Financial Statements under the caption "Selected
Quarterly Results of Operations (Unaudited)" on page 33 of the Company's annual
report, which is incorporated by reference herein.
17
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
- ------ ------------------------------------------------
ACCOUNTING AND FINANCIAL DISCLOSURE
-----------------------------------
Not Applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ------- --------------------------------------------------
Reference is made to the information found under the caption "Election of
Directors" on pages 2 through 4 of the Company's proxy statement for the 2000
annual meeting of shareowners ("proxy statement"), all of which is incorporated
by reference herein, for information on the directors of the Company. Reference
is made to the information under the caption "Section 16(a) Beneficial Ownership
Reporting Compliance" set forth on page 24 of the proxy statement, all of which
is incorporated herein by reference. Reference is made to Part I of this report
for information on the executive officers of the Company.
ITEM 11. EXECUTIVE COMPENSATION
- -------- ----------------------
Reference is made to the information under the captions "Compensation of
Executive Officers", "Compensation and Organization Committee Report", "MSC
Performance Graph", "Employment and Other Agreements" and "Employee and Other
Plans" on pages 7 through 14 of the proxy statement, all of which is
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
- ------- ----------------------------------------
HOLDERS AND MANAGEMENT
----------------------
Reference is made to the information under the captions "Security Ownership of
Management of the Company" and "Information with Respect to Certain Shareowners"
set forth on pages 5 and 6 of the proxy statement, all of which is incorporated
by reference herein.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- -------- ----------------------------------------------
Reference is made to the information under the captions "Employment and Other
Agreements" and "Employee and Other Plans" set forth on pages 13 and 14 of the
proxy statement, all of which is incorporated herein by reference.
18
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
- -------- -------------------------------------------
REPORTS ON FORM 8-K
-------------------
(A) FINANCIAL STATEMENTS AND SCHEDULE OF THE COMPANY
I Financial Statements of the Company. Incorporated herein by reference
-----------------------------------
to page 18 and pages 22 through 33 of the Company's annual report.
(i) Report of Independent Public Accountants
(ii) Consolidated Statements of Income for the years ended February
28 or 29, 2000, 1999 and 1998
(iii) Consolidated Balance Sheets - February 28 or 29, 2000 and 1999
(iv) Consolidated Statements of Cash Flows for the years ended
February 28 or 29, 2000, 1999 and 1998
(v) Consolidated Statements of Changes in Shareowners' Equity for
the years ended February 28 or 29, 2000, 1999 and 1998
(vi) Consolidated Statements of Comprehensive Income for the years
ended February 28 or 29, 2000, 1999 and 1998
(vii) Notes to Consolidated Financial Statements
II Supplemental Schedule
---------------------
(i) Report of Independent Public Accountants with respect to
Supplemental Schedule to the Financial Statements
(ii) Schedule II - Reserve for Receivable Allowances
All other schedules have been omitted, since the required information is not
significant, is included in the financial statements or the notes thereto or is
not applicable.
(B) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the fourth quarter.
19
(C) EXHIBITS
Exhibit
Number Description of Exhibit
-------- -----------------------
2(a) Asset Purchase Agreement by and among Colorstrip, Inc., the Registrant, and MSC Pinole Point Steel
Inc., dated as of November 14, 1997.(7)
3(a) Registrant's Restated Certificate of Incorporation.(6)
3(b) Certificate of Designation, Preferences and Rights of Series B Junior Participating Preferred
Stock.(2)
3(c) Registrant's By-laws, as amended.(9)
4(a) Credit Agreement, dated as of December 12, 1997, among Registrant, Bank of America National Trust
and Savings Association, as Agent and Letter of Credit Issuing Bank, and other financial
institutions party thereto.(7)
4(b) First Amendment dated as of April 30, 1998, among Registrant, Bank of America National Trust and
Savings Association, as Agent and Letter of Credit Issuing Bank, and other financial institutions
party thereto.(8)
4(c) Note Agreement dated as of February 15, 1997, by and among the Registrant and the purchasers
described on Schedule I attached thereto.(5)
4(d) Note Agreement dated as of February 15, 1998, by and among the Registrant and the purchasers
described on Schedule I attached thereto.(8)
4(e) First Amendment to Note Agreement dated as of January 23, 1998, among the Registrant, Principal
Mutual Life Insurance Company, Great-West Life & Annuity Insurance Company, The Great-West Life
Assurance Company, Nationwide Life Insurance Company, Nationwide Life and Annuity Insurance Company,
and West Coast Life Insurance Company.(8)
20
Exhibit
Number Description of Exhibit
------ ----------------------
4(f) Second Amendment to Note Agreement dated as of
February 27, 1998, among the Registrant, Principal
Mutual Life Insurance Company, Great-West Life &
Annuity Insurance Company, The Great-West Life
Assurance Company, Nationwide Life Insurance
Company, Nationwide Life and Annuity Insurance
Company, and West Coast Life Insurance Company.(8)
4(g) Option Agreement dated as of February 26, 1998,
between the Registrant and Stern Stewart & Co.(8)
4(h) Rights Agreement dated as of June 20, 1996,
between Material Sciences Corporation and Chase
Mellon Shareholder Services, L.L.C., as Rights
Agent.(2)
4(i) First Amendment to Rights Agreement dated as of
June 17, 1998, between the Registrant and Chase
Mellon Shareholder Services, L.L.C., as Rights
Agent.(9)
There are omitted certain instruments with respect
to long-term debt, the total amount of securities
authorized under each of which does not exceed 10%
of the total assets of the registrant and its
subsidiaries on a consolidated basis. A copy of
each such instrument will be furnished to the
Commission upon request.
10(a) Material Sciences Corporation Stock Purchase
Plan.(1)
10(b) Material Sciences Corporation Supplemental Pension
Plan.(1)
10(c) Material Sciences Corporation Employee Stock
Purchase Plan.(10)
10(d) Material Sciences Corporation 1985 Stock Option
Plan for Key Employees.(10)
10(e) Material Sciences Corporation 1985 Stock Option
Plan for Directors.(10)
10(f) Material Sciences Corporation 1992 Omnibus Stock
Awards Plan for Key Employees.(3)
21
Exhibit
Number Description of Exhibit
------ ----------------------
10(g) Employment Agreement effective February 27, 1991,
between Material Sciences Corporation and G.
Robert Evans.(10)
10(h) Material Sciences Corporation 1991 Stock Option
Plan for Directors.(10)
10(i) Material Sciences Corporation Directors Deferred
Compensation Plan.(10)
10(j) Material Sciences Corporation 1996 Stock Option
Plan for Non-Employee Directors.(4)
10(k) Deferred Compensation Plan of Material Sciences
Corporation and Certain Participating
Subsidiaries.(10)
10(l) Lease and Agreement dated as of December 1, 1980,
between Line 6 Corp. and Pre Finish Metals
Incorporated, relating to Walbridge, Ohio
facility.(1)
10(m) First Amendment to Lease and Agreement dated as of
May 30, 1986, between Corporate Property
Associates and Corporate Property Associates 2 and
Pre Finish Metals Incorporated.(10)
10(n) Sublease dated as of May 30, 1986, between Pre
Finish Metals Incorporated and Walbridge Coatings,
an Illinois Partnership.(10)
10(o) Lease Guaranty dated as of May 30, 1986, from
Material Sciences Corporation to Corporate
Property Associates and Corporate Property
Associates 2.(10)
10(p) Agreement dated as of May 30, 1986, between
Material Sciences Corporation and Corporate
Property Associates and Corporate Property
Associates 2.(10)
10(q) Form of Standstill Agreement dated as of
January 29, 1986, among Material Sciences
Corporation, Richard L. Burns and Joyce Burns.(10)
10(r) Form of Indemnification Agreement between Material
Sciences Corporation and each of its officers and
directors.(10)
22
Exhibit
Number Description of Exhibit
------ ----------------------
10(s) Severance Benefits Agreement dated October 22,
1996, between Material Sciences Corporation and
James J. Waclawik, Sr.(5)
10(t) Extension of Sublease Agreement dated as of
December 7, 1998, between MSC Pre Finish Metals
Inc. and Walbridge Coatings.(10)
10(u) Tolling Agreement dated as of June 30, 1998,
between Walbridge Coatings and Inland Steel
Company (certain confidential portions have been
omitted pursuant to a confidential treatment
request which has been separately filed).(10)
10(v) Form of Change in Control Agreement.(9)
10(w) Amendment to the Supplemental Employee Retirement
Plan.(9)
10(x) Amended and Restated Partnership Agreement, dated
as of July 23, 1999, among EGL Steel Inc., LTV-
Walbridge, Inc. and MSC Walbridge Coatings
Inc.(11)
10(y) Amended and Restated Operating Agreement, dated as
of July 23, 1999, by and between MSC Walbridge
Coatings Inc. and Walbridge Coatings, an Illinois
Partnership.(11)
10(z) Coating Agreement, dated as of July 23, 1999, by
and between LTV Steel Company, Inc. and Walbridge
Coatings, an Illinois Partnership.(11)
10(aa) Coating Agreement, dated as of July 23, 1999, by
and between MSC Walbridge Coatings Inc. and
Walbridge Coatings, an Illinois Partnership.(11)
10(bb) Amended and Restated Coating Agreement, dated as
of July 23, 1999, by and between Bethlehem Steel
Corporation and Walbridge Coatings, an Illinois
Partnership.(11)
23
Exhibit
Number Description of Exhibit
------ ---------------------
10(cc) Amended and Restated Parent Agreement, dated as of
July 23, 1999, among Bethlehem Steel Corporation,
The LTV Corporation, Material Sciences Corporation
and MSC Pre Finish Metals Inc.(11)
21 Subsidiaries of the Registrant.
23 Consent of Arthur Andersen LLP.
27 Financial Data Schedule.(12)
__________________
(1) Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (Registration No. 2-93414), which was declared effective on
November 27, 1984.
(2) Incorporated by reference to the Registrant's Form 8-A filed on June 25,
1996 (File No. 1-8803).
(3) Incorporated by reference to the Registrant's Registration Statement on
Form S-8 (Registration No. 333-15679) which was filed on November 6, 1996.
(4) Incorporated by reference to the Registrant's Registration Statement on
Form S-8 (Registration No. 333-15677) which was filed on November 6, 1996.
(5) Incorporated by reference to the Registrant's Form 10-K Annual Report for
the Fiscal Year Ended February 28, 1997 (File No. 1-8803).
(6) Incorporated by reference to the Registrant's Form 10-Q Quarterly Report
for the Quarter Ended August 31, 1997 (File No. 1-8803).
(7) Incorporated by reference to the Registrant's Form 8-K filed on December
30, 1997 (File No. 1-8803).
(8) Incorporated by reference to the Registrant's Form 10-K Annual Report for
the Fiscal Year Ended February 28, 1998 (File No. 1-8803).
(9) Incorporated by reference to the Registrant's Form 8-K filed on June 22,
1998 (File No. 1-8803).
(10) Incorporated by reference to the Registrant's Form 10-K Annual Report for
the Fiscal Year Ended February 28, 1999 (File No. 1-8803).
24
(11) Incorporated by reference to the Registrant's Form 10-Q Quarterly Report
for the Quarter Ended August 31, 1999 (File No. 1-8803).
(12) Appears only in the electronic filing of this report with the Securities
and Exchange Commission.
[THIS SPACE INTENTIONALLY LEFT BLANK]
-------------------------------------
25
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
MATERIAL SCIENCES CORPORATION
By: /s/ Gerald G. Nadig
---------------------
Gerald G. Nadig
Chairman, President and Chief
Executive Officer
Date: May 24, 2000
Pursuant to the requirements of the Securities Act of 1934, this Report has
been signed by the following persons in the capacities indicated on May 24,
2000.
Signature Title
--------- -----
/s/ Gerald G. Nadig Chairman, President and Chief Executive Officer and Director
- --------------------------------------
Gerald G. Nadig (Principal Executive Officer)
/s/ James J. Waclawik, Sr. Vice President, Chief Financial Officer and Secretary
- --------------------------------------
James J. Waclawik, Sr. (Principal Financial Officer)
/s/ David J. DeNeve Controller
- --------------------------------------
David J. DeNeve (Principal Accounting Officer)
/s/ Michael J. Callahan Director
- --------------------------------------
Michael J. Callahan
/s/ Eugene W. Emmerich Director
- --------------------------------------
Eugene W. Emmerich
/s/ G. Robert Evans Director
- --------------------------------------
G. Robert Evans
/s/ E. F. Heizer, Jr. Director
- --------------------------------------
E. F. Heizer, Jr.
/s/ Ronald A. Mitsch Director
- --------------------------------------
Ronald A. Mitsch
/s/ Mary P. Quin Director
- --------------------------------------
Mary P. Quin
/s/ Howard B. Witt Director
- --------------------------------------
Howard B. Witt
26
EXHIBIT INDEX
MATERIAL SCIENCES CORPORATION
ANNUAL REPORT ON FORM 10-K
INDEX TO FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULE
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
- ------- -------------------------------------------
REPORTS ON FORM 8-K
-------------------
(A) FINANCIAL STATEMENTS AND SCHEDULE OF THE COMPANY
I Financial Statements of the Company. Incorporated herein by
-----------------------------------
reference to page 18 and pages 22 through 33 of the Company's annual
report.
(i) Report of Independent Public Accountants
(ii) Consolidated Statements of Income for the years ended
February 28 or 29, 2000, 1999 and 1998
(iii) Consolidated Balance Sheets - February 28 or 29, 2000
and 1999
(iv) Consolidated Statements of Cash Flows for the years
ended February 28 or 29, 2000, 1999 and 1998
(v) Consolidated Statements of Changes in Shareowners'
Equity for the years ended February 28 or 29, 2000, 1999
and 1998
(vi) Consolidated Statements of Comprehensive Income for
the years ended February 28 or 29, 2000, 1999 and 1998
(vii) Notes to Consolidated Financial Statements
II Supplemental Schedule
---------------------
(i) Report of Independent Public Accountants with respect to
Supplemental Schedule to the Financial Statements
(ii) Schedule II - Reserve for Receivable Allowances
All other schedules have been omitted, since the required information is not
significant, is included in the financial statements or the notes thereto or is
not applicable.
(B) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the fourth quarter.
27
MATERIAL SCIENCES CORPORATION
ANNUAL REPORT ON FORM 10-K
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
------ ----------------------
2(a) Asset Purchase Agreement by and among Colorstrip,
Inc., the Registrant, and MSC Pinole Point Steel
Inc., dated as of November 14, 1997.(7)
3(a) Registrant's Restated Certificate of
Incorporation.(6)
3(b) Certificate of Designation, Preferences and Rights
of Series B Junior Participating Preferred
Stock.(2)
3(c) Registrant's By-laws, as amended.(9)
4(a) Credit Agreement, dated as of December 12, 1997,
among Registrant, Bank of America National Trust
and Savings Association, as Agent and Letter of
Credit Issuing Bank, and other financial
institutions party thereto.(7)
4(b) First Amendment dated as of April 30, 1998, among
Registrant, Bank of America National Trust and
Savings Association, as Agent and Letter of Credit
Issuing Bank, and other financial institutions
party thereto.(8)
4(c) Note Agreement dated as of February 15, 1997, by
and among the Registrant and the purchasers
described on Schedule I attached thereto.(5)
4(d) Note Agreement dated as of February 15, 1998, by
and among the Registrant and the purchasers
described on Schedule I attached thereto.(8)
28
Exhibit
Number Description of Exhibit
------ ----------------------
4(e) First Amendment to Note Agreement dated as of
January 23, 1998, among the Registrant, Principal
Mutual Life Insurance Company, Great-West Life &
Annuity Insurance Company, The Great-West Life
Assurance Company, Nationwide Life Insurance
Company, Nationwide Life and Annuity Insurance
Company, and West Coast Life Insurance Company.(8)
4(f) Second Amendment to Note Agreement dated as of
February 27, 1998, among the Registrant, Principal
Mutual Life Insurance Company, Great-West Life &
Annuity Insurance Company, The Great-West Life
Assurance Company, Nationwide Life Insurance
Company, Nationwide Life and Annuity Insurance
Company, and West Coast Life Insurance Company.(8)
4(g) Option Agreement dated as of February 26, 1998,
between the Registrant and Stern Stewart & Co.(8)
4(h) Rights Agreement dated as of June 20, 1996,
between Material Sciences Corporation and Chase
Mellon Shareholder Services, L.L.C., as Rights
Agent.(2)
4(i) First Amendment to Rights Agreement dated as of
June 17, 1998, between the Registrant and Chase
Mellon Shareholder Services, L.L.C., as Rights
Agent.(9)
There are omitted certain instruments with respect
to long-term debt, the total amount of securities
authorized under each of which does not exceed 10%
of the total assets of the registrant and its
subsidiaries on a consolidated basis. A copy of
each such instrument will be furnished to the
Commission upon request.
10(a) Material Sciences Corporation Stock Purchase
Plan.(1)
10(b) Material Sciences Corporation Supplemental Pension
Plan.(1)
10(c) Material Sciences Corporation Employee Stock
Purchase Plan.(10)
10(d) Material Sciences Corporation 1985 Stock Option
Plan for Key Employees.(10)
29
Exhibit
Number Description of Exhibit
------ ----------------------
10(e) Material Sciences Corporation 1985 Stock Option
Plan for Directors.(10)
10(f) Material Sciences Corporation 1992 Omnibus Stock
Awards Plan for Key Employees.(3)
10(g) Employment Agreement effective February 27, 1991,
between Material Sciences Corporation and G.
Robert Evans.(10)
10(h) Material Sciences Corporation 1991 Stock Option
Plan for Directors.(10)
10(i) Material Sciences Corporation Directors Deferred
Compensation Plan.(10)
10(j) Material Sciences Corporation 1996 Stock Option
Plan for Non-Employee Directors.(4)
10(k) Deferred Compensation Plan of Material Sciences
Corporation and Certain Participating
Subsidiaries.(10)
10(l) Lease and Agreement dated as of December 1, 1980,
between Line 6 Corp. and Pre Finish Metals
Incorporated, relating to Walbridge, Ohio
facility.(1)
10(m) First Amendment to Lease and Agreement dated as of
May 30, 1986, between Corporate Property
Associates and Corporate Property Associates 2 and
Pre Finish Metals Incorporated.(10)
10(n) Sublease dated as of May 30, 1986, between Pre
Finish Metals Incorporated and Walbridge Coatings,
an Illinois Partnership.(10)
10(o) Lease Guaranty dated as of May 30, 1986, from
Material Sciences Corporation to Corporate
Property Associates and Corporate Property
Associates 2.(10)
10(p) Agreement dated as of May 30, 1986, between
Material Sciences Corporation and Corporate
Property Associates and Corporate Property
Associates 2.(10)
30
Exhibit
Number Description of Exhibit
------ ----------------------
10(q) Form of Standstill Agreement dated as of
January 29, 1986, among Material Sciences
Corporation, Richard L. Burns and Joyce Burns.(10)
10(r) Form of Indemnification Agreement between Material
Sciences Corporation and each of its officers and
directors.(10)
10(s) Severance Benefits Agreement, dated October 22,
1996, between Material Sciences Corporation and
James J. Waclawik, Sr.(5)
10(t) Extension of Sublease Agreement dated as of
December 7, 1998, between MSC Pre Finish Metals
Inc. and Walbridge Coatings.(10)
10(u) Tolling Agreement dated as of June 30, 1998,
between Walbridge Coatings and Inland Steel
Company (certain confidential portions have been
omitted pursuant to a confidential treatment
request which has been separately filed).(10)
10(v) Form of Change in Control Agreement.(9)
10(w) Amendment to the Supplemental Employee Retirement
Plan.(9)
10(x) Amended and Restated Partnership Agreement, dated
as of July 23, 1999, among EGL Steel Inc., LTV-
Walbridge, Inc. and MSC Walbridge Coatings
Inc.(11)
10(y) Amended and Restated Operating Agreement, dated as
of July 23, 1999, by and between MSC Walbridge
Coatings Inc. and Walbridge Coatings, an Illinois
Partnership.(11)
10(z) Coating Agreement, dated as of July 23, 1999, by
and between LTV Steel Company, Inc. and Walbridge
Coatings, an Illinois Partnership.(11)
10(aa) Coating Agreement, dated as of July 23, 1999, by
and between MSC Walbridge Coatings Inc. and
Walbridge Coatings, an Illinois Partnership.(11)
31
Exhibit
Number Description of Exhibit
------ ----------------------
10(bb) Amended and Restated Coating Agreement, dated as
of July 23, 1999, by and between Bethlehem Steel
Corporation and Walbridge Coatings, an Illinois
Partnership.(11)
10(cc) Amended and Restated Parent Agreement, dated as of
July 23, 1999, among Bethlehem Steel Corporation,
The LTV Corporation, Material Sciences Corporation
and MSC Pre Finish Metals Inc.(11)
21 Subsidiaries of the Registrant.
23 Consent of Arthur Andersen LLP.
27 Financial Data Schedule.(12)
(1) Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (Registration No. 2-93414), which was declared effective on
November 27, 1984.
(2) Incorporated by reference to the Registrant's Form 8-A filed on June 25,
1996 (File No. 1-8803).
(3) Incorporated by reference to the Registrant's Registration Statement on
Form S-8 (Registration No. 333-15679) which was filed on November 6, 1996.
(4) Incorporated by reference to the Registrant's Registration Statement on
Form S-8 (Registration No. 333-15677) which was filed on November 6, 1996.
(5) Incorporated by reference to the Registrant's Form 10-K Annual Report for
the Fiscal Year Ended February 28, 1997 (File No. 1-8803).
(6) Incorporated by reference to the Registrant's Form 10-Q Quarterly Report
for the Quarter Ended August 31, 1997 (File No. 1-8803).
(7) Incorporated by reference to the Registrant's Form 8-K filed on December
30, 1997 (File No. 1-8803).
(8) Incorporated by reference to the Registrant's Form 10-K Annual Report for
the Fiscal Year Ended February 28, 1998 (File No. 1-8803).
32
(9) Incorporated by reference to the Registrant's Form 8-K filed on June 22,
1998 (File No. 1-8803).
(10) Incorporated by reference to the Registrant's Form 10-K Annual Report for
the Fiscal Year Ended February 28, 1999 (File No. 1-8803).
(11) Incorporated by reference to the Registrant's Form 10-Q Quarterly Report
for the Quarter Ended August 31, 1999 (File No. 1-8803).
(12) Appears only in the electronic filing of this report with the Securities
and Exchange Commission.
[THIS SPACE INTENTIONALLY LEFT BLANK]
-------------------------------------
33
MATERIAL SCIENCES CORPORATION AND SUBSIDIARIES
Supplemental Schedule
34
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
WITH RESPECT TO SUPPLEMENTAL SCHEDULE
TO THE FINANCIAL STATEMENTS
To the Shareowners and Board of Directors of Material Sciences Corporation:
We have audited in accordance with auditing standards generally accepted in
the United States, the consolidated financial statements included in the
Material Sciences Corporation 2000 Annual Report to Shareowners incorporated by
reference in this Form 10-K, and have issued our report thereon dated April 19,
2000. Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The supplemental financial
statement schedule is the responsibility of the Company's management and is
presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic consolidated financial
statements. The supplemental financial statement schedule has been subjected to
the auditing procedures applied in the audits of the basic consolidated
financial statements and, in our opinion, fairly states in all material respects
the financial data required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
April 19, 2000
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SCHEDULE II
MATERIAL SCIENCES CORPORATION AND SUBSIDIARIES
RESERVE FOR RECEIVABLE ALLOWANCES
(in thousands)
Additions
---------------------------------------------
Balance at Charged to Charged Reclassifications Deductions Balance at
beginning costs and to other and from end of
of year expense accounts Acquisitions reserve year
------------ ----------- ---------- ----------------- ------------ -----------
Fiscal 1998
- -------------
Receivable Allowances $ 2,271 $ 11,980 $ - $ 1,354 $ (10,820) $ 4,785
=========== ========== ========= ================ =========== =========
Fiscal 1999
- -------------
Receivable Allowances $ 4,785 $ 10,622 $ - $ - $ (10,174) $ 5,233
=========== ========== ========= ================ =========== =========
Fiscal 2000
- -------------
Receivable Allowances $ 5,233 $ 8,179 $ - $ - $ (8,345) $ 5,067
=========== ========== ========= ================ =========== =========
The activity in the Receivable Allowances account includes the Company's bad
debt, claim and scrap allowance.
36