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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: February 28, 2001
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
Title of each class on which registered
------------------- -------------------
Common Stock, $.02 par value (including New York Stock Exchange
Preferred Stock Purchase Rights)
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
----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K 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.[_]
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 $100,224,997 as of April 23, 2001 (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 23, 2001, the registrant had outstanding an aggregate of
14,704,253 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 2001 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 21, 2001
2
PART I
ITEM 1. BUSINESS
- ------- --------
Introduction
- ------------
Material Sciences Corporation (unless otherwise indicated by the context,
including its subsidiaries, "MSC" or "Company") designs, manufactures and
markets materials-based solutions. The Company's four segments are Engineered
Materials, Specialty Films, Coated Products and Services and Pinole Point Steel.
The Company is re-evaluating the strategic position, growth and Economic Value
Added ("EVA(R)") potential of each of its businesses. Depending on available
options, the Company may decide to invest or disinvest with the objective of
creating additional value for shareowners.
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, electronics,
lighting and appliance markets. The Specialty Films segment provides solar
control and safety window film, as well as industrial films used in a variety of
products. The Coated Products and Services segment includes the coil coating and
electrogalvanizing product groups. This segment provides galvanized and
prepainted products and services primarily to the automotive, building and
construction, appliance and lighting markets. The Pinole Point Steel segment
includes the hot-dip galvanizing product group. This segment provides galvanized
and prepainted product primarily to the building and construction market. For
financial information by segment see "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and Note 11 of the Notes to the
Consolidated Financial Statements under the caption "Business Segments" on pages
22 through 25 and page 40, respectively, of the Company's Annual Report to
Shareowners, which is incorporated herein by reference to Exhibit 13 to this
report.
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 12 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, Zulte, Belgium and Santa Rosa, California through Innovative Specialty
Films, LLC ("ISF"), a joint venture formed on October 15, 1998, with Bekaert
Corporation.
3
Additional information concerning certain transactions and events is set
forth in "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in the Company's Annual Report to Shareowners, which is
incorporated herein by reference to Exhibit 13 to this report.
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.
Engineered Materials
The Engineered Materials segment includes the laminates and composites
product group. Laminates and composites 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 laminates and composites to a variety of
markets both in the United States and internationally. The majority of these
materials are used in the automotive, electronics, lighting and appliance
markets. The major products in this segment are disc brake noise dampers and
Quiet Steel(R) for automotive body panels and electronics.
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 and the
aftermarket.
Quiet Steel is a multilayer composite consisting of various metals,
coatings and other materials, typically consisting of metal outer skins
surrounding a thin viscoelastic core material. Quiet Steel is 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
vibration and create thermal barriers. The automotive industry is currently the
largest market for metal composites, which are being used to replace solid sheet
metal parts, including body panels, oil pans, valve covers, front engine covers
and heat shields. Quiet Steel is also being evaluated for use in floor pans and
other internal components to help reduce road noise. Quiet Steel is also found
in a number of other products, including electronics (used for disk drive covers
for desktop and set-top box markets), lawn mower engines, appliances and air
conditioners, and other uses are under evaluation. The Company produces Quiet
Steel at both its Elk Grove Village, Illinois location and at the Walbridge
Coatings location in Ohio.
The market for laminates and composites 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
4
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 apply metals, metal alloys and
metal oxides to 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, di-electrics and semi-conductors. 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 ("Bekaert") called ISF. 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 entity will
not only enhance its window film development efforts, it will also provide the
basis for a number of new products in electronic surveillance; high-grade
packaging; conductive films for electroluminescent lamps, touch panels and
flexible circuits; optical films; and pressure-sensitive tapes. 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
5
believes that its unique capabilities, including its clean room facilities and
West Coast location, 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.
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, lighting, automotive 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,
6
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 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 70 companies
operating coil coating lines in North America. The Company believes it is one of
the largest coil coaters, with approximately 10% of the total tons processed in
the United States in calendar 2000. 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.
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.
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 (such as plastic and hot-dip galvanized) 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
7
complement of products. During fiscal 2001, laminating capability was added to
the Partnership's facility in order to produce Quiet Steel for the Engineered
Materials segment.
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. This change in ownership provided the Company with a more diversified
customer base, as well as improved the likelihood of higher facility
utilization. In conjunction with the sale, the Partnership term was extended
from December 31, 2001 to December 31, 2004. The Company maintained its 50%
ownership interest in the Partnership. The Partnership maintained its long-term
toll processing agreement with ISPAT Inland Inc. (a former partner), which
expires on December 31, 2001.
On December 29, 2000, LTV filed for protection under Chapter 11 of the U.S.
Bankruptcy Code. Sales to LTV through the Partnership were $12,378,000 in
fiscal 2001. Although the Company believes that LTV's participation in the
Partnership and the Partnership's processing services for LTV are valuable to
the LTV estate, there currently can be no assurance that the LTV bankruptcy will
not result in a disruption of such relationships. As of February 28, 2001, the
Partnership is continuing to make shipments to LTV under special credit
arrangements. On March 21, 2001, the bankruptcy court approved debtor in
possession financing for LTV. The Partnership has no pre-petition receivables
outstanding and $420,000 of post-petition receivables outstanding as of February
28, 2001. MSC Pre Finish Metals Inc. has $274,000 of pre-petition receivables
outstanding that are fully reserved and no post-petition receivables outstanding
as of February 28, 2001.
MSC's net sales for electrogalvanizing consists of various fees charged to
the Partnership for operating the facility. Net sales to the Partnership
represented 12%, 13% and 13% of MSC's net sales in fiscal 2001, 2000 and 1999,
respectively. The fees consist of a variable portion, based on the production
volumes and product mix, and a fixed portion, including taxes, rent, insurance
and the fixed portion of electricity. The overall profitability depends on
MSCWC's processing skill and efficiency.
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 2001.
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 six manufacturing lines in the United States,
including ISPAT Inland Inc.'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
8
resulting from the existence of excess capacity, the entrance of additional
capacity, improved galvanizing technology or the substitution of other
materials.
Pinole Point Steel
During fiscal 2001, the Company announced that it was exploring strategic
alternatives for Pinole Point Steel and therefore, was evaluating and disclosing
it as a separate segment (See Note 11 of the Notes to the Consolidated Financial
Statements under the caption ""Business Segments" on page 40 of the Company's
Annual Report to Shareowners, which is incorporated herein by reference to
Exhibit 13 to this report). The Pinole Point Steel segment includes the hot-dip
galvanizing ("HDG") product group. 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.
International
The Company believes that significant opportunities exist internationally,
particularly for the Company's disc brake noise damper products, Quiet Steel and
solar control and safety window film. As a percentage of net sales, direct
export sales represented 10%, 7% and 7% in fiscal 2001, 2000 and 1999,
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, Quiet Steel, 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, acquisitions and
other forms of partnering to increase its international sales and expand its
international presence.
Marketing and Sales
The Company markets its coil coating, HDG 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
9
departments that aid the customer in the choice of available materials and their
use in the customer's manufacturing process.
The Company estimates that customers in the building products market were
the end-users for approximately 42%, 45% and 48% of MSC's net sales in fiscal
2001, 2000 and 1999, respectively. The Company also estimates the original
equipment and aftermarket segment of the transportation industry were the
end-users for approximately 29%, 32% and 32% of MSC's net sales in fiscal 2001,
2000 and 1999, respectively. Due to concentration in the automotive industry,
the Company believes that sales to individual automotive companies, including
indirect sales, are significant.
The Company's backlog of orders as of February 28, 2001, was approximately
$62.0 million, all of which is expected to be filled during the remainder of the
current fiscal year. The Company's backlog was approximately $82.2 million as of
February 29, 2000.
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 3 of
the Notes to the Consolidated Financial Statements entitled "Contingencies," on
pages 31 and 32 of the Company's Annual Report to Shareowners, which is
incorporated herein by reference to Exhibit 13 to this report. 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 $2.3 million in
fiscal 2001, and has budgeted approximately $3.3 million for fiscal 2002, for
maintenance or installation of environmental controls at its facilities. See
Note 3 of the Notes to the Consolidated Financial Statements entitled
"Contingencies," on pages 31 and 32 of the Company's Annual Report to
Shareowners, which is incorporated herein by reference to Exhibit 13 to this
report.
10
Research and Development
Management estimates that it spent approximately $8.2 million in fiscal
2001, $6.8 million in fiscal 2000 and $7.1 million in fiscal 1999 for product
and process development activities.
While the Company 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 28, 2001, the Company (excluding ISF) had 1,291 full-time
employees. Of these, approximately 915 were engaged in manufacturing, 188 in
marketing and sales, 137 in administrative and clerical positions and 51 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, May 2002 and November 2005, 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.
Executive Officers to the Registrant
The executive officers of the Company as of April 23, 2001, are as follows:
Name Age Position(s) Held
---- --- ----------------
Gerald G. Nadig 55 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.
James J. Waclawik, Sr. 42 Vice President, Chief Financial Officer and
Secretary, MSC since October 1996;
previously Vice President and Controller,
MSC since July 1991.
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Name Age Position(s) Held
---- --- ----------------
Frank J. Lazowski, Jr. 61 Senior Vice President, Human Resources, MSC
since March 1999; previously Vice President,
Human Resources, MSC since July 1991.
David J. DeNeve 32 Vice President and Controller, MSC since
March 2001; previously Controller, MSC since
October 1996; previously Accounting and Tax
Manager, MSC since November 1995.
Robert J. Mataya 58 Vice President, Business Planning and
Development, MSC since July 1991.
Edward J. Vydra 62 Vice President and Chief Technology Officer,
MSC since November 1998; Vice President,
Research and Development (various
subsidiaries of the Company) since 1991.
David A. Catterlin 45 President, MSCPPS since June 1998.
David A. Fletcher 47 President and Chief Operating Officer, MSCSF
since September 1993.
Ronald L. Millar 50 Group Vice President and General Manager,
MSCLC since November 1995.
Douglas M. Rose 52 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. and Mr. Rose was Executive Vice President,
Toyoda Machinery USA.
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ITEM 2. PROPERTIES
- ------- ----------
The Company owns or leases facilities with an aggregate of approximately
2,074,000 square feet of space. 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. The Company considers all of its principal facilities to be
in good operating condition and sufficient to meet the Company's near-term
operating requirements.
Approximate
Area in Lease Expiration Primary Business
Location Square Feet (or Ownership) Segment Served
-------- ----------- ------------------ ----------------
Elk Grove Village, Illinois 58,000 Owner Coated Products and
Plant No. 1 Services
Elk Grove Village, Illinois 223,000 Owner Engineered Materials
Plant No. 2
Elk Grove Village, Illinois 312,000 Owner Coated Products and
Plant No. 3 Services
Morrisville, Pennsylvania 121,000 Owner Coated Products and
Services
Middletown, Ohio 170,000 Owner Coated Products and
Services
Richmond, California 276,000 Owner Pinole Point Steel
Plant No. 1
Richmond, California 203,000 Owner Pinole Point Steel
Plant No. 2
Walbridge, Ohio 465,000 June 2003/(1)/ Coated Products and
Services
San Diego, California 73,000 February 2007/(2)/ Specialty Films
Research Triangle Park, December 2003/(3)/
North Carolina (ISF) 21,000 Specialty Films
Santa Rosa, California (ISF) 21,000 May 2004/(4)/ Specialty Films
Zulte, Belgium (ISF) 65,000 December 2004 Specialty Films
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(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).
(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.
(4) The lease is renewable, at the Company's option, for an additional 5 years.
ITEM 3. LEGAL PROCEEDINGS
- ------- -----------------
The information required to be furnished pursuant to this item is included
in Note 3 of the Notes to Consolidated Financial Statements entitled
"Contingencies," on pages 31 and 32 of the Company's Annual Report to
Shareowners, which is incorporated herein by reference to Exhibit 13 to this
report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY OWNERS
- ------- --------------------------------------------------
There were no matters submitted to the Company's shareowners during the
fourth quarter of fiscal 2001.
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
---- ------- ---- ---
2001 1st $14.3125 $ 9.6250
2nd 11.6875 9.5000
3rd 11.7500 9.7500
4th 10.3125 7.5000
14
Fiscal Fiscal
Year Quarter High Low
---- ------- ---- ---
2000 1st $11.3750 $ 6.3750
2nd 15.7500 11.0625
3rd 15.0625 10.9375
4th 14.6875 10.1875
There were 929 shareowners of record of the Company's common stock at the
close of business on April 23, 2001.
MSC has not paid cash dividends other than a nominal amount in lieu of
fractional shares in connection with stock dividends. Management currently
anticipates 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 dividends. However, the Company's
ability to pay dividends on its common stock is limited by certain covenants
contained in the Company's credit agreement. See Note 4 of the Notes to the
Consolidated Financial Statements entitled "Indebtedness" on pages 32 and 33 of
the Company's Annual Report to Shareowners, which is incorporated herein by
reference to Exhibit 13 to this report.
ITEM 6. SELECTED FINANCIAL DATA
- ------- -----------------------
The information required to be furnished pursuant to this item is included
in "Selected Financial Data" on pages 42 and 43 of the Company's Annual Report
to Shareowners, which is incorporated herein by reference to Exhibit 13 to this
report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- ------- -----------------------------------------------------------------------
OF OPERATIONS
-------------
The information required to be furnished pursuant to this item is included
in "Management's Discussion and Analysis of Financial Condition and Results of
Operations" on pages 22 through 25 of the Company's Annual Report to
Shareowners, which is incorporated herein by reference to Exhibit 13 to this
report.
Certain statements in this Form 10-K, including the information
incorporated by reference, 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.
Forward-looking statements are identified by the use of such words and terms as
"anticipates," "estimates," "expects," "projects," "intends," "plans,"
"believes" and
15
words and terms of similar substance in connection with 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. Achievement of future results is subject to risks,
uncertainties and inaccurate assumptions. Should known or unknown risks or
uncertainties materialize, or should underlying assumptions prove inaccurate,
actual results could vary materially from those anticipated, estimated or
projected. Many factors could also cause actual results to be materially
different from any future results that may be expressed or implied by the
forward-looking statements contained in this Form 10-K, or incorporated herein
by reference, including, among others, (i) successful development and market
introduction of new products and technologies; (ii) competitive factors and
competitor's responses to MSC's initiatives; (iii) changes in the current and
future business environment, including the automotive, building and construction
and durable goods industries; (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 impact of the ongoing slowdown in the overall
economy; (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, or earlier as agreed upon by the parties; (xi) increases in the
price of raw and other material inputs used by the Company that cannot be passed
on to its customers; (xii) facility utilization at MSCWC; and (xiii) the ability
to identify and consummate strategic alternatives for Pinole Point Steel and for
the Company's other businesses that do not fit its new operating model. 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. This discussion of potential risks and
uncertainties is by no means complete but is designed to highlight important
factors that may impact the Company's outlook.
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 28, 2001,
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 Company has entered into
certain forward contracts that exceed the term of one year for other raw
materials and resources such as zinc, gas and electricity.
16
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)
--------------------------------------------------------------------------------------------
2002 2003 2004 2005 2006 Thereafter Total Fair Value
------ ------- ------- ------- ------- ---------- -------- -----------
Total Debt:
Fixed Rate:
Principal Amount $8,315 $14,261 $18,701 $13,421 $13,421 $45,675 $113,793 $121,384
Average Interest Rate 7.2% 7.1% 6.9% 6.9% 6.9% 6.9% 6.9%
Variable Rate:
Principal Amount $ - $24,500 $ - $ - $ - $ - $ 24,500 $ 24,500
Average Interest Rate* N/A 6.6% N/A N/A N/A N/A 6.6%
* Average variable interest rates are based on fiscal 2001 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 (Loss) for the years ended February 28 or 29, 2001, 2000 and 1999,
Consolidated Balance Sheets as of February 28 or 29, 2001 and 2000, Consolidated
Statements of Cash Flows for the years ended February 28 or 29, 2001, 2000 and
1999, Consolidated Statements of Changes in Shareowners' Equity for the years
ended February 28 or 29, 2001, 2000 and 1999, Consolidated Statements of
Comprehensive Income (Loss) for the years ended February 28 or 29, 2001, 2000
and 1999 and Notes to Consolidated Financial Statements, set forth on page 21
and pages 26 through 41 of the Company's Annual Report to Shareowners, are
incorporated herein by reference to Exhibit 13 to this report.
(b) The unaudited selected quarterly financial data is set forth in Note 12 of
the Notes to Consolidated Financial Statements under the caption "Selected
Quarterly Results of Operations (Unaudited)" on page 41 of the Company's Annual
Report to Shareowners, which is incorporated herein by reference to Exhibit 13
to this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- ------ ---------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
None.
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 2001
Annual Meeting of Shareowners dated May 17, 2001 ("Proxy Statement"), all of
which is incorporated by reference herein, for information on the
17
directors of the Company. Reference is made to the information under the caption
"Section 16(a) Beneficial Ownership Reporting Compliance" set forth on page 15
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", "Employment and Other Agreements" and "Employee and Other
Plans" on pages 7 through 15 of the Proxy Statement, all of which is
incorporated herein by reference, provided, however, that the "Compensation and
Organization Committee Report," "Audit Committee Report" and "MSC Performance
Graph" are not incorporated by reference herein.
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, respectively, all of which is
incorporated herein by reference.
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 14 and 15 of the
Proxy Statement, respectively, 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. The Financial Statements and
-----------------------------------
Report of Independent Public Accountants are included in the
Company's 2001 Annual Report to Shareowners, listed below and
incorporated herein by reference to Exhibit 13 to this report:
(i) Report of Independent Public Accountants
(ii) Consolidated Statements of Income (Loss) for the years ended
February 28 or 29, 2001, 2000 and 1999
(iii) Consolidated Balance Sheets - February 28 or 29, 2001 and 2000
(iv) Consolidated Statements of Cash Flows for the years ended
February 28 or 29, 2001, 2000 and 1999
(v) Consolidated Statements of Changes in Shareowners' Equity for
the years ended February 28 or 29, 2001, 2000 and 1999
(vi) Consolidated Statements of Comprehensive Income (Loss) for the
years ended February 28 or 29, 2001, 2000 and 1999
(vii) Notes to Consolidated Financial Statements
II Supplemental Schedule. This report and Schedule listed below appear
---------------------
on pages 28 and 29 of this report.
(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) Second Amendment dated as of October 15, 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.*
4(d) Third Amendment dated as of January 13, 2000, among
Registrant, Bank of America, N.A., as Agent and Letter
of Credit Issuing Bank, and other financial
institutions party thereto.*
4(e) Fourth Amendment and Waiver dated as of April 20, 2001,
by and among Registrant, Bank of America, N.A., as
Agent, and other financial institutions party thereto.*
4(f) Note Agreement dated as of February 15, 1997, by and
among the Registrant and the purchasers described on
Schedule I attached thereto.(5)
20
Exhibit
Number Description of Exhibit
- ------ ----------------------
4(g) Note Agreement dated as of February 15, 1998, by and among the
Registrant and the purchasers described on Schedule I attached
thereto.(8)
4(h) 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(i) 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(j) Option Agreement dated as of February 26, 1998, between the
Registrant and Stern Stewart & Co.(8)
4(k) 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(l) 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 Securities and Exchange
Commission upon request.
10(a) Material Sciences Corporation Stock Purchase Plan.(1)+
10(b) Material Sciences Corporation Supplemental Pension Plan.(1)+
21
Exhibit
Number Description of Exhibit
- ----- ----------------------
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)+
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)
22
Exhibit
Number Description of Exhibit
- ------ ----------------------
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)
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)
23
Exhibit
Number Description of Exhibit
------ ----------------------
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)
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)
13 Portions of the 2001 Annual Report to Shareowners, which
have been incorporated herein by reference. Except for such
portions, such Annual Report is not deemed to be "filed"
herewith.*
21 Subsidiaries of the Registrant.*
23 Consent of Arthur Andersen LLP.*
_______________________
* Filed herewith.
+ Management contract or compensatory plan.
(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).
24
(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).
(11) Incorporated by reference to the Registrant's Form 10-Q Quarterly
Report for the Quarter Ended August 31, 1999 (File No. 1-8803).
[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 25, 2001
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 25,
2001.
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 Vice President and 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
MATERIAL SCIENCES CORPORATION AND SUBSIDIARIES
Supplemental Schedule
27
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 2001 Annual Report to Shareowners incorporated by
reference in this Form 10-K, and have issued our report thereon dated April 20,
2001. 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 20, 2001
28
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 1999
- ---------------------
Receivable Allowances $ 4,785 $ 10,622 $ - $ - $ (10,174) $ 5,233
=========== ============= ============ ================== ============= ===========
Fiscal 2000
- --------------------
Receivable Allowances $ 5,233 $ 8,179 $ - $ - $ (8,345) $ 5,067
=========== ============= ============ ================== ============= ===========
Fiscal 2001
- --------------------
Receivable Allowances $ 5,067 $ 9,788 $ - $ - $ (9,672) $ 5,183
=========== ============= ============ ================== ============= ===========
The activity in the Receivable Allowances account includes the Company's bad
debt, claim and scrap allowance.
29
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) Second Amendment dated as of October 15, 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.*
4(d) Third Amendment dated as of January 13, 2000, among
Registrant, Bank of America, N.A., as Agent and Letter of
Credit Issuing Bank, and other financial institutions party
thereto.*
4(e) Fourth Amendment and Waiver dated as of April 20, 2001, by
and among Registrant, Bank of America, N.A., as Agent, and
other financial institutions party thereto.*
30
Exhibit
Number Description of Exhibit
------ ----------------------
4(f) Note Agreement dated as of February 15, 1997, by and among
the Registrant and the purchasers described on Schedule I
attached thereto.(5)
4(g) Note Agreement dated as of February 15, 1998, by and among
the Registrant and the purchasers described on Schedule I
attached thereto.(8)
4(h) 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(i) 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(j) Option Agreement dated as of February 26, 1998, between the
Registrant and Stern Stewart & Co.(8)
4(k) 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(l) 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)+
31
Exhibit
Number Description of Exhibit
------ ----------------------
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)+
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)
32
Exhibit
Number Description of Exhibit
------ ----------------------
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)
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)
33
Exhibit
Number Description of Exhibit
------ ----------------------
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)
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)
13 Portions of the 2001 Annual Report to Shareowners, which
have been incorporated herein by reference. Except for such
portions, such Annual Report is not deemed to be "filed"
herewith.*
21 Subsidiaries of the Registrant.*
23 Consent of Arthur Andersen LLP.*
* Filed herewith.
+ Management contract or compensatory plan.
(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
34
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).
(11) Incorporated by reference to the Registrant's Form 10-Q Quarterly
Report for the Quarter Ended August 31, 1999 (File No. 1-8803).
[THIS SPACE INTENTIONALLY LEFT BLANK]
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35