Back to GetFilings.com
UNITED STATES 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 April 30, 1998 or
--------------
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________ to _______________
Commission file number 0-5286
------
KEWAUNEE SCIENTIFIC CORPORATION
-------------------------------
(Exact name of registrant as specified in its charter)
Delaware 38-0715562
- ------------------------------- ---------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
2700 West Front Street
Statesville, North Carolina 28677-2927
- --------------------------- ---------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (704) 873-7202
--------------
Securities registered pursuant to Section 12(b) of the Act: None
----
Securities registered pursuant to Section 12(g) of the Act:
Common Stock $2.50 par value
----------------------------
(Title of Class)
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. [X]
The aggregate market value of 1,813,609 shares of voting stock held by non-
affiliates of the Registrant was approximately $23,576,917 based on the last
reported sale price of the Registrant's Common Stock on July 10, 1998. (Only
shares beneficially owned by directors of the Registrant (excluding shares
subject to options) were excluded as shares held by affiliates. By including or
excluding shares owned by anyone, the Registrant does not admit for any other
purpose that any person is or is not an affiliate of the Registrant.)
As of July 10, 1998, the Registrant had outstanding 2,428,671 shares of Common
Stock.
DOCUMENTS INCORPORATED BY REFERENCE: Those portions of Kewaunee Scientific
Corporation's annual report to stockholders for the fiscal year ended April 30,
1998, and of the proxy statement for use in connection with Kewaunee Scientific
Corporation's annual meeting of stockholders to be held on August 26, 1998,
indicated in this report are incorporated by reference into Parts I, II and III
hereof.
1
Table of Contents Page or Reference
----------------- -----------------
PART I
Item 1. Business 3
Item 2. Properties 5
Item 3. Legal Proceedings 5
Item 4. Submission of Matters to a Vote of Security Holders 5
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters 6
Item 6. Selected Financial Data 6
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 6
Item 8. Financial Statements and Supplementary Data 6
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 6
PART III
Item 10. Directors and Executive Officers of the Registrant 7
Item 11. Executive Compensation 8
Item 12. Security Ownership of Certain Beneficial Owners
and Management 8
Item 13. Certain Relationships and Related Transactions 8
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K 9
SIGNATURES S-1
2
PART I
ITEM 1. BUSINESS
- ------------------
GENERAL
The principal business of the Registrant is the manufacture and sale
of scientific laboratory products, including wood and steel furniture,
fumehoods, worksurfaces, sinks and other related accessories for use in
chemistry, physics, biology and other general science laboratories. The
Registrant also manufactures and sells technical products, including
workstations, workbenches, steel cabinetry, worksurfaces and related accessories
for computers and light electronic assembly, testing and storage. Sales from
these products and revenues from related installation services accounted for 100
percent of the Registrant's sales in each of the fiscal years ended April 30,
1998, 1997 and 1996.
The Registrant's laboratory products are sold principally to
industrial and commercial research laboratories, educational institutions,
health-care institutions and governmental entities. Technical products are sold
principally to manufacturing facilities and users of computer and networking
furniture. These products are primarily sold through purchase orders and
contracts submitted by customers, through the Registrant's dealers and
commissioned agents, a national distributor and through competitive bids
submitted by the Registrant. It is common in the scientific laboratory
furniture industry for customer orders to require delivery at extended future
dates, because the products are frequently to be installed in buildings yet to
be constructed. Changes or delays in building construction may cause further
delays in delivery of the orders. Since prices are normally quoted on a firm
basis in the industry, the Registrant bears the burden of possible increases in
labor and material costs between receipt of an order and delivery of the
product.
The need for working capital and the credit practices of the
Registrant are comparable to those of other companies selling similar products
in similar markets. Payments for products which the Registrant manufactures and
installs are received over longer periods of time and require greater working
capital than for manufacturers of many products. In addition, payment terms of
some building projects allow for a percentage retention amount which extends the
collection period of accounts receivable, thus requiring more working capital.
The principal raw materials and products manufactured by others used
by the Registrant in its products are cold-rolled carbon and stainless steel,
hardwood lumber and plywood, paint, chemicals, resins, hardware, plumbing and
electrical fittings. Such materials and products are purchased from multiple
suppliers and are readily available.
The Registrant holds various patents and patent rights but does not
consider that its success or growth is dependent upon its patents or patent
rights. The Registrant's business is not dependent upon licenses, franchises or
concessions.
The Registrant's business is not cyclical, although sales are
generally lower during the Registrant's third quarter, as construction activity
historically slows during the winter months. The Registrant's business is not
dependent on any one or a few customers; however, sales to VWR Scientific
Products represented 13 percent of the Registrant's total sales in fiscal years
1998 and 14 percent in fiscal years 1997 and 1996.
3
The Registrant's sales backlog as of April 30, 1998 was $24.9 million
compared to $24.2 million and $23.2 million as of April 30, 1997 and 1996,
respectively. All but $1.8 million of the backlog as of the beginning of the
current fiscal year is scheduled for shipment during the year; however, it may
reasonably be expected that delays in shipments will occur because of customer
rescheduling or delay in completion of buildings in which the Registrant's
products are to be installed. Based on past experience, the Registrant expects
that more than 90 percent of its backlog scheduled for shipment in the current
fiscal year will be shipped in the current fiscal year.
COMPETITION
The Registrant considers the industries in which it competes to be
highly competitive and believes that the principal competitive factors are
price, product performance, and customer service. A significant portion of the
business of the Registrant is based upon competitive public bidding.
RESEARCH AND DEVELOPMENT
The amount spent during the fiscal year ended April 30, 1998 on
company-sponsored research and development activities related to new products or
services or improvement of existing products or services was $822,132. The
amounts spent for similar purposes in the fiscal years ended April 30, 1997 and
1996 were $663,996 and $591,472, respectively. Seven professional employees
were engaged in such research at April 30, 1998.
ENVIRONMENTAL COMPLIANCE
In the last three fiscal years, compliance with federal, state or
local provisions enacted or adopted regulating the discharge of materials into
the environment has had no material effect on the Registrant. There are no
material capital expenditures anticipated for such purposes, and no material
effect therefrom is anticipated on the earnings or competitive position of the
Registrant.
EMPLOYEES
The number of persons employed by the Registrant at April 30, 1998 was
619.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Certain statements included and referenced in this report, including
the Letter to Stockholders, narrative text, captions and Management's Discussion
and Analysis of Financial Condition and Results of Operations, constitute
"forward-looking" statements within the meaning of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act"). Such forward-looking
statements involve known and unknown risks, uncertainties and other factors that
could significantly impact results or achievements expressed or implied by such
forward-looking statements. These factors include, but are not limited to,
economic, competitive, governmental, and technological factors affecting the
Company's operations, markets, products, services, and prices. The cautionary
statements made pursuant to the Reform Act herein and elsewhere by the Company
should not be construed as exhaustive or as any admission regarding the adequacy
of disclosures made by the Company prior to the effective date of the Reform
Act. The Company cannot always predict what factors would cause actual results
to differ materially from those indicated by the forward-looking statements. In
addition, readers are urged to consider statements that include the terms
"believes", "belief", "expects", "plans", "objectives", "anticipates", "intends"
or the like to be uncertain and forward-looking.
4
ITEM 2. PROPERTIES
- --------------------
The Registrant owns and operates three plants in Statesville, North
Carolina and one in Lockhart, Texas. The plants are involved in the production
of the Registrant's products.
The plants in Statesville, North Carolina are located in three
separate adjacent buildings which contain manufacturing facilities. Sales and
marketing, administration, engineering and drafting personnel and facilities are
also located in two of the three buildings. The Registrant's corporate offices
are located in the largest building. The plant buildings together comprise
approximately 382,000 square feet and are located on approximately 20 acres of
land. In addition, the Registrant leases a warehouse of 22,000 square feet in
Statesville, North Carolina.
The plant in Lockhart, Texas is housed in a building of approximately
129,000 square feet located on approximately 30 acres. In addition, a separate
10,000 square foot office building on this site houses certain administrative
personnel.
All of the facilities which the Registrant owns are held free and
clear of any encumbrances. The Registrant believes its facilities are suitable
for their respective uses and are adequate for its current needs.
ITEM 3. LEGAL PROCEEDINGS
- ---------------------------
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- -------------------------------------------------------------
Not Applicable.
5
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
- -----------------------------------------------------------
STOCKHOLDER MATTERS
-------------------
Incorporated by reference from the Registrant's annual report to
stockholders for the fiscal year ended April 30, 1998, page 19, sections
entitled "Range of Market Prices" and "Quarterly Financial Data". As of July
10, 1998, the Registrant estimates there were approximately 1,500 stockholders
of Kewaunee common shares, of which 364 were stockholders of record.
ITEM 6. SELECTED FINANCIAL DATA
- ---------------------------------
Incorporated by reference from the Registrant's annual report to
stockholders for the fiscal year ended April 30, 1998, page 18, section entitled
"Summary of Selected Financial Data".
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
- -----------------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
Incorporated by reference from the Registrant's annual report to
stockholders for the fiscal year ended April 30, 1998, pages 6-7, section
entitled "Management's Discussion and Analysis".
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- -----------------------------------------------------
Incorporated by reference from the Registrant's annual report to
stockholders for the fiscal year ended April 30, 1998, pages 8-17.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
- ----------------------------------------------------------
ACCOUNTING AND FINANCIAL DISCLOSURE
-----------------------------------
On August 27, 1997, the Company's Board of Directors, at the
recommendation of the Audit Committee of the Board of Directors, engaged the
firm of Price Waterhouse LLP as its new independent accountants. Previously,
Deloitte & Touche LLP served as the independent accountants for the Company. In
connection with the audits of the two fiscal years ended April 30, 1996 and 1997
and the subsequent interim period, there were no disagreements with Deloitte &
Touche LLP on any matter of accounting principles or practices, financial
statement disclosure, or audit scope or procedures, which disagreements if not
resolved to their satisfaction would have caused them to make reference in
connection with their opinion to the subject matter of the disagreement.
In accordance with Item 304(a)(1)(v) of Regulation S-K, during the two
most recent fiscal years and the subsequent interim period, the Company has not
been advised by Deloitte & Touche LLP of any of the reportable events listed in
Item 304(a)(1)(v)(A) through (D) and during such period the Company has not
consulted with Price Waterhouse LLP regarding any matter referenced under Item
304(a)(2) of Regulation S-K.
The audit reports of Deloitte & Touche LLP on the consolidated
financial statements of the Company of and for the fiscal years ended April 30,
1996 and 1997 did not contain any adverse opinion or disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope, or accounting
principles. Deloitte & Touche LLP has furnished the Company with a letter,
addressed to the Securities and Exchange Commission (the "Commission"), stating
it agrees with the statements made by the Company in the Company's Current
Report on Form 8-K dated August 27, 1997.
6
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------------------------------
(a) Incorporated by reference from the Registrant's proxy statement
for use in connection with its annual meeting of stockholders to be held on
August 26, 1998, pages 1-4, section entitled "Election of Directors".
(b) The names and ages of the Registrant's executive officers and
their business experience during the past five years are set forth below:
Executive Officers of the Registrant
------------------------------------
Name Age Position
- ---- --- --------
Eli Manchester, Jr. 67 President and Chief Executive Officer
William A. Shumaker 50 Vice President and General Manager-Laboratory Products Group
T. Ronald Gewin 55 Vice President and General Manager
Technical Products Group
D. Michael Parker 46 Vice President-Finance,
Chief Financial Officer,
Treasurer and Secretary
James J. Rossi 56 Vice President-Human Resources
Kurt P. Rindoks 40 Vice President of Engineering and
General Manager of the Resin
Materials Division -
Laboratory Products Group
Eli Manchester, Jr. was elected a director of the Registrant in
November 1990. He was elected President and Chief Executive Officer of the
Registrant on July 11, 1990.
William A. Shumaker joined the Registrant in December 1993 as Vice
President of Sales and Marketing. Mr. Shumaker has served as Vice President and
General Manager of the Laboratory Products Group since February 1998. Prior to
joining the Registrant, Mr. Shumaker was with the St. Charles Companies of St.
Charles, Illinois, where he served as Vice President of Sales and Marketing with
their Institutional Division from 1989 to 1993 and held various other sales and
customer service positions from 1969 through 1989.
T. Ronald Gewin joined the Registrant in December 1992 as Vice
President of Manufacturing and has served as Vice President and General Manager
of the Technical Products Group since January 1996. Prior to joining the
Registrant, Mr. Gewin was General Manager of a Division of the Grinnell
Corporation from 1990 to 1992.
D. Michael Parker joined the Registrant in November 1990 as Director
of Financial Reporting and Accounting and was promoted to Corporate Controller
in November 1991. Mr. Parker has served as Vice President of Finance, Chief
Financial Officer, Treasurer and Secretary since August 1995.
James J. Rossi joined the Registrant in March 1984 as Corporate
Director of Human Resources and has served as Vice President of Human Resources
since January 1996.
7
Kurt P. Rindoks joined the Registrant in July 1985 as an engineer and
was promoted to Director of Engineering in July 1989 and to Director of Product
Development in May 1992. He served as Vice President of Engineering and New
Product Development for the Laboratory Products Group from September 1996
through April 1998 and has served as Vice President of Engineering and General
Manager of the Resin Materials Division for the Laboratory Products Group since
May 1998.
ITEM 11. EXECUTIVE COMPENSATION
- --------------------------------
Incorporated by reference from the Registrant's proxy statement for
use in connection with its annual meeting of stockholders to be held on August
26, 1998, pages 5-7, section entitled "Executive Compensation," pages 8-9,
section entitled "Compensation Committee Report on Executive Compensation," and
page 11, section entitled "Agreements with Certain Executives".
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
- ---------------------------------------------------------
AND MANAGEMENT
--------------
Incorporated by reference from the Registrant's proxy statement for
use in connection with its annual meeting of stockholders to be held on August
26, 1998, pages 12-13, sections entitled "Security Ownership of Directors and
Executive Officers" and "Security Ownership of Certain Beneficial Owners".
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------
Incorporated by reference from the Registrant's proxy statement for
use in connection with its annual meeting of stockholders to be held on August
26, 1998, pages 1-4, section entitled "Election of Directors" and page 11,
section entitled "Agreements with Certain Executives."
8
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
- -------------------------------------------------------------
ON FORM 8-K
-----------
The following documents are filed or incorporated by reference as part
of this report:
Page or
(a)(1) Financial Statements Reference
-------------------- ---------
Statements of Operations
Years ended April 30, 1998, 1997 and 1996 8*
Statements of Retained Earnings
Years ended April 30, 1998, 1997 and 1996 8*
Balance Sheets - April 30, 1998 and 1997 9*
Statements of Cash Flows - Years ended
April 30, 1998, 1997 and 1996 10*
Notes to Financial Statements 11-16*
Report of Independent Accountants 17*
(a)(2) Financial Statement Schedule
----------------------------
Report of Independent Accountants on Financial
Statement Schedules 10
Schedule II - Valuation and Qualifying Accounts 11-12
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable and, therefore, have
been omitted.
(a)(3) Exhibits
--------
Exhibits required by Item 601 of Regulation S-K are listed in the
Exhibit Index which is attached hereto at pages S-2 through S-5 and which is
incorporated herein by reference.
(b) Reports on Form 8-K
-------------------
The Company filed a Current Report on Form 8-K dated August 27, 1997
to reflect (i) the dismissal of Deloitte & Touche LLP as the Company's
independent accountants and (ii) the engagement of Price Waterhouse LLP to serve
as the Company's independent accountants, all pursuant to Item 4 of Form 8-K.
____________________
* Matters incorporated by reference from the Registrant's annual
report to stockholders for the year ended April 30, 1998.
9
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES
To The Board of Directors of Kewaunee Scientific Corporation
Our audit of the financial statements referred to in our report dated June 1,
1998 appearing in the 1998 Annual Report to Shareholders of Kewaunee Scientific
Corporation (which report and financial statements are incorporated by reference
in this Annual Report on Form 10-K) also included an audit of Page 1 of the
Financial Statement Schedule listed in item 14(a)(2) and appearing in this Form
10-K. In our opinion, Page 1 of this Financial Statement Schedule related to
fiscal year ended April 30, 1998 presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related
financial statements. The information on Page 2 of the Financial Statement
Schedule, related to fiscal years ended April 30, 1997 and 1996, appearing in
this Form 10-K was audited by other independent accountants whose report dated
June 4, 1997 expressed an unqualified opinion thereon.
PRICE WATERHOUSE LLP
Charlotte, North Carolina
June 1, 1998
10
Schedule II, Page 1
Kewaunee Scientific Corporation
Valuation and Qualifying Accounts
($ in thousands)
Charged
Balance (Credited)
at to Costs Balance
Beginning and at End
Description of Period Expenses Deductions* of Period
- ----------- --------- ---------- ------------ ---------
Year ended April 30, 1998
Allowance for doubtful accounts $770 $301 $(415) $656
========= ========= =========== =========
* Uncollectible accounts written off, net of recoveries.
11
Schedule II, Page 2
Kewaunee Scientific Corporation
Valuation and Qualifying Accounts
($ in thousands)
Charged
Balance (Credited)
at to Costs Balance
Beginning and at End
Description of Period Expenses Deductions* of Period
- ----------- --------- ---------- ------------ ---------
Year ended April 30, 1997
Allowance for doubtful accounts $561 $298 $( 89) $770
========= ========= =========== =========
Year ended April 30, 1996
Allowance for doubtful accounts $624 $186 $(249) $561
========= ========= =========== =========
* Uncollectible accounts written off, net of recoveries.
12
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.
KEWAUNEE SCIENTIFIC CORPORATION
By: /s/ Eli Manchester, Jr.
------------------------
Eli Manchester, Jr.
President and Chief Executive Officer
Date: July 24, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
(i) Principal Executive Officer )
)
/s/ Eli Manchester, Jr. )
------------------------------------- )
Eli Manchester, Jr. )
President and Chief Executive Officer )
)
(ii) Principal Financial and Accounting Officer )
)
/s/ D. Michael Parker )
------------------------------------- )
D. Michael Parker )
Vice President-Finance, Chief Financial Officer )
Treasurer and Secretary )
)
(iii) A majority of the Board of Directors: ) July 24, 1998
)
)
/s/ Margaret Barr Bruemmer /s/ Eli Manchester, Jr. )
- ---------------------------- ------------------------- )
Margaret Barr Bruemmer Eli Manchester, Jr. )
)
)
/s/ Wiley N. Caldwell /s/ James T. Rhind )
- ------------------------- ------------------- )
Wiley N. Caldwell James T. Rhind )
)
)
/s/ John C. Campbell, Jr. /s/ Thomas F. Pyle )
- ---------------------------- ------------------- )
John C. Campbell, Jr. Thomas F. Pyle )
)
)
/s/ Kingman Douglass )
- --------------------- )
Kingman Douglass )
S-1
KEWAUNEE SCIENTIFIC CORPORATION
Exhibit Index
-------------
Page Number
(or Reference)
--------------
3 Articles of incorporation and by-laws
3.1 Restated Certificate of
incorporation (as amended) (3)
3.2 By-Laws (as amended as of August 28, 1991) (6)
10 Material Contracts
10.9 Kewaunee Scientific Corporation
Supplemental Retirement Plan (4)
10.13 Kewaunee Scientific Corporation 1985
Re-Established Retirement Plan for
Salaried Employees (2)
10.13A First Amendment dated June 4, 1996 to the
Kewaunee Scientific Corporation 1985
Re-Established Retirement Plan for
Salaried Employees (14)
10.13B Second Amendment dated November 19, 1996 to the
Kewaunee Scientific Corporation 1985
Re-Established Retirement Plan for
Salaried Employees (14)
10.14 Kewaunee Scientific Corporation 1985
Re-Established Retirement Plan for
Hourly Employees (2)
10.14A First Amendment dated August 27, 1996 to the
Kewaunee Scientific Corporation 1985
Re-Established Retirement Plan for
Hourly Employees (14)
10.14B Second Amendment dated November 19, 1996 to the
Kewaunee Scientific Corporation 1985
Re-Established Retirement Plan for
Hourly Employees (14)
10.19 Kewaunee Scientific Corporation 1991
Key Employee Stock Option Plan (5)
___________________
All footnotes located on page S-5
S-2
Page Number
(or Reference)
--------------
10.19A Amendment dated August 28, 1996 to the
Key Employee Stock Option Plan (12)
10.21 Kewaunee Scientific Corporation
Executive Deferred Compensation Plan (6)
10.21A Second Amendment dated June 17, 1997 to the
Kewaunee Scientific Corporation Executive
Deferred Compensation Plan (1)
10.21B Third Amendment dated June 17, 1997 to the
Kewaunee Scientific Corporation Executive
Deferred Compensation Plan (1)
10.23 Employment Agreement dated as of December 8, 1992
between T. Ronald Gewin and the Registrant (7)
10.25 Employment Agreement dated as of December 7, 1993
between William A. Shumaker and the Registrant (9)
10.26 Kewaunee Scientific Corporation Stock Option (8)
Plan for Directors
10.27 Agreement dated as of December 14, 1994
between T. Ronald Gewin and the Registrant (10)
10.28 Accounts Receivable Financing Agreement dated
as of January 6, 1995 between the CIT Group/
Business Credit, Inc. and the Registrant (10)
10.29 Accounts Receivable Financing Agreement
Supplement Inventory dated as of
January 6, 1995 between The CIT Group/
Business Credit, Inc. and the Registrant (10)
10.34 401(K) Incentive Savings Plan
for Salaried and Hourly Employees of
Kewaunee Scientific Corporation (11)
10.34A Amendments (2) dated June 17, 1997 to the 401(k)
Incentive Savings plan for Salaried and Hourly
Employees of Kewaunee Scientific Corporation (1)
10.35 Amendment dated September 26, 1996 to the
Financing and Security Agreements dated
January 6, 1995 between the CIT Group/
Business Credit, Inc. and the Registrant (13)
___________________
All footnotes located on page S-5
S-3
Page Number
(or Reference)
--------------
10.36 Agreement dated September 17, 1996
between D. Michael Parker and the Registrant (14)
10.37 Fiscal Year 1999 Incentive Bonus Plan (1)
13 Annual Report to Stockholders for the fiscal year
ended April 30, 1998 (Such Report, except to the
extent incorporated herein by reference, is being
furnished for the information of the Securities
and Exchange Commission only and is not deemed filed
as a part of this annual report on Form 10-K) (1)
27 Financial Data Schedule (1)
(All other exhibits are either inapplicable or not required.)
________________
All footnotes located on page S-5
S-4
Footnotes
---------
(1) Appearing only in the manually signed, original Form 10-K filed with the
Securities and Exchange Commission.
(2) Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to
the Securities and Exchange Commission on Form 10-K (Commission File No. 0-
5286) for the fiscal year ended April 30, 1987, and incorporated herein by
reference.
(3) Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to
the Securities and Exchange Commission on Form 10-K (Commission File No. 0-
5286) for the fiscal year ended April 30, 1985, and incorporated herein by
reference.
(4) Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to
the Securities and Exchange Commission on Form 10-K (Commission File No. 0-
5286) for the fiscal year ended April 30, 1985, and incorporated herein by
reference.
(5) Filed as an exhibit to the Kewaunee Scientific Corporation Proxy Statement
dated July 26, 1991, and incorporated herein by reference.
(6) Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to
the Securities and Exchange Commission on Form 10-K (Commission File No. 0-
5286) for the fiscal year ended April 30, 1992, and incorporated herein by
reference.
(7) Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to
the Securities and Exchange Commission on Form 10-K (Commission File No. 0-
5286) for the fiscal year ended April 30, 1993, and incorporated herein by
reference.
(8) Filed as an exhibit to the Kewaunee Scientific Corporation Proxy Statement
dated July 23, 1993, and incorporated herein by reference.
(9) Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report
to the Securities and Exchange Commission on Form 10-K (Commission File No.
0-5286) for the fiscal year ended April 30, 1994, and incorporated herein
by reference.
(10) Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report
to the Securities and Exchange Commission on Form 10-K (Commission File No.
0-5286) for the fiscal year ended April 30, 1995, and incorporated herein
by reference.
(11) Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report
to the Securities and Exchange Commission on Form 10-K (Commission File No.
0-5286) for the fiscal year ended April 30, 1996, and incorporated herein
by reference.
(12) Filed as an exhibit to the Kewaunee Scientific Corporation Proxy Statement
dated July 31, 1996, and incorporated herein by reference.
(13) Filed as an exhibit to the Kewaunee Scientific Corporation Form 10-Q for
the quarterly period ended January 31, 1997, and incorporated herein by
reference.
(14) Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report
to the Securities and Exchange Commission on Form 10-K (Commission File No.
0-5286) for the fiscal year ended April 30, 1997, and incorporated herein
by reference.
___________________
All footnotes located on page S-5
S-5