FORM 10 - Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended SEPTEMBER 30, 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 1-2299 ------- APPLIED INDUSTRIAL TECHNOLOGIES, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Ohio 34-0117420 - ------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) One Applied Plaza, Cleveland, Ohio 44115 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (216) 426-4000 --------------- - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) 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 ----- ----- Shares of common stock outstanding on October 31, 2001 19,209,754 ----------------------------------------- (No par value)
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES ------------------------------------------------------ INDEX - ------------------------------------------------------------------------------- <TABLE> <CAPTION> Page No. <S> <C> Part I: FINANCIAL INFORMATION Item 1: Financial Statements Condensed Statements of Consolidated Income - 2 Three Months Ended September 30, 2001 and 2000 Condensed Consolidated Balance Sheets - 3 September 30, 2001 and June 30, 2001 Condensed Statements of Consolidated Cash Flows - 4 Three Months Ended September 30, 2001 and 2000 Notes to Condensed Consolidated Financial Statements 5 - 7 Item 2: Management's Discussion and Analysis of 8 - 10 Financial Condition and Results of Operations Item 3: Quantitative and Qualitative Disclosures About Market Risk 11 Part II: OTHER INFORMATION Item 1: Legal Proceedings 12 Item 5: Other Information 12 Item 6: Exhibits and Reports on Form 8-K 13 Signatures 15 </TABLE>
PART I: FINANCIAL INFORMATION ITEM I: Financial Statements APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES ------------------------------------------------------ CONDENSED STATEMENTS OF CONSOLIDATED INCOME (Unaudited) (Thousands, except per share amounts) - -------------------------------------------------------------------------------- Three Months Ended September 30 2001 2000 ---------------------- Net Sales $367,990 $420,876 Cost of sales 275,559 316,422 -------- -------- Gross Profit 92,431 104,454 Selling, distribution and administrative expenses 82,319 90,203 -------- -------- Operating Income 10,112 14,251 Interest expense, net 1,893 2,099 Other, net 250 121 -------- -------- Income Before Income Taxes 7,969 12,031 Income Taxes 3,080 4,800 -------- -------- Net Income $ 4,889 $ 7,231 ======== ======== Net Income Per Share - Basic $ 0.25 $ 0.37 ======== ======== Net Income Per Share - Diluted $ 0.25 $ 0.36 ======== ======== Cash dividends per common share $ 0.12 $ 0.12 ======== ======== Weighted average common shares outstanding for basic computation 19,355 19,734 Dilutive effect of stock options and awards 321 282 -------- -------- Adjusted average common shares outstanding for diluted computation 19,676 20,016 ======== ======== See notes to condensed consolidated financial statements. 2
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES ------------------------------------------------------ CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts in thousands) - -------------------------------------------------------------------------------- <TABLE> <CAPTION> September 30 June 30 2001 2001 --------- --------- (Unaudited) <S> <C> <C> ASSETS Current assets Cash and temporary investments $ 26,069 $ 13,981 Accounts receivable, less allowances of $5,400 188,052 190,935 Inventories (at LIFO) 187,580 191,570 Other current assets 10,835 9,974 --------- --------- Total current assets 412,536 406,460 Property, less accumulated depreciation of $77,868 and $75,176 89,571 90,263 Goodwill and other intangible assets - net 64,701 65,113 Other assets 16,777 17,018 --------- --------- TOTAL ASSETS $ 583,585 $ 578,854 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Accounts payable $ 90,390 $ 75,896 Other accrued liabilities 50,042 51,563 --------- --------- Total current liabilities 140,432 127,459 Long-term debt 111,985 113,494 Other liabilities 23,463 26,383 --------- --------- TOTAL LIABILITIES 275,880 267,336 --------- --------- Shareholders' Equity Preferred stock - no par value; 2,500 shares authorized; none issued or outstanding Common stock - no par value;50,000 shares authorized; 24,096 shares issued 10,000 10,000 Additional paid-in capital 83,694 84,221 Income retained for use in the business 288,187 285,661 Treasury shares - at cost, 4,803 and 4,449 shares (72,911) (66,227) Unearned restricted common stock compensation (1,667) (1,955) Accumulated other comprehensive income 402 (182) --------- --------- TOTAL SHAREHOLDERS' EQUITY 307,705 311,518 --------- --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 583,585 $ 578,854 ========= ========= </TABLE> See notes to condensed consolidated financial statements. 3
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES ------------------------------------------------------ CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (Unaudited) (Amounts in thousands) <TABLE> <CAPTION> Three Months Ended September 30 2001 2000 - -------------------------------------------------------------------------------------------------- <S> <C> <C> Cash Flows from Operating Activities Net income $ 4,889 $ 7,231 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 4,721 5,597 Changes in operating assets and liabilities, net of effects from acquisition of businesses 16,724 (5,585) Other - net 829 1,889 - -------------------------------------------------------------------------------------------------- Net Cash provided by Operating Activities 27,163 9,132 - -------------------------------------------------------------------------------------------------- Cash Flows from Investing Activities Property purchases (3,583) (2,282) Proceeds from property sales 375 1,441 Net cash paid for acquisition of businesses 0 (5,491) Deposits and other 191 567 - -------------------------------------------------------------------------------------------------- Net Cash used in Investing Activities (3,017) (5,765) - -------------------------------------------------------------------------------------------------- Cash Flows from Financing Activities Borrowings and repayments under revolving credit agreements - net (1,509) 7,389 Dividends paid (2,363) (2,419) Purchases of treasury shares (9,334) (8,100) Other 1,148 400 - -------------------------------------------------------------------------------------------------- Net Cash used in Financing Activities (12,058) (2,730) - -------------------------------------------------------------------------------------------------- Increase in cash and temporary investments 12,088 637 Cash and temporary investments at beginning of period 13,981 12,349 - -------------------------------------------------------------------------------------------------- Cash and Temporary Investments at End of Period $ 26,069 $ 12,986 ================================================================================================== </TABLE> See notes to condensed consolidated financial statements. 4
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES ------------------------------------------------------ NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except per share amounts) (Unaudited) - -------------------------------------------------------------------------------- 1. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. However, in the opinion of management, all adjustments (consisting of only normal recurring adjustments) necessary to a fair statement of operations of the interim period have been made. The results of operations for the three month period ended September 30, 2001 are not necessarily indicative of the results to be expected for the fiscal year. Cost of sales for interim financial statements are computed using estimated gross profit percentages which are adjusted throughout the year based upon available information. Adjustments to actual cost are made based on periodic physical inventories and the effect of year-end inventory quantities on LIFO costs. 2. SEGMENT INFORMATION The accounting policies of the segments are the same as those used to prepare the condensed consolidated financial statements. Certain reclassifications have been made to prior year amounts to be consistent with the presentation in the current year. Intersegment sales are not significant. All current segment operating results are in the United States, Canada, Mexico and Puerto Rico. The segment operations in Canada, Mexico and Puerto Rico represent approximately 6.4% of the total net sales of Applied and therefore are not presented separately. In addition, approximately 35% of the Canadian operations' net sales are included in the "Other" segment relating to the fluid power business. The long-lived assets located outside of the United States are not material. 5
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES ------------------------------------------------------ NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except per share amounts) (Unaudited) - -------------------------------------------------------------------------------- <TABLE> <CAPTION> SEGMENT FINANCIAL INFORMATION: SERVICE CENTER BASED DISTRIBUTION OTHER TOTAL --------------------------------------------------------- <S> <C> <C> <C> THREE MONTHS ENDED SEPTEMBER 30, 2001 Net sales $342,777 $25,213 $367,990 Operating profit (loss) 6,657 (270) 6,387 Assets used in the business 547,477 36,108 583,585 Depreciation 3,820 151 3,971 Capital expenditures 3,522 61 3,583 --------------------------------------------------------- THREE MONTHS ENDED SEPTEMBER 30, 2000 Net sales $396,848 $24,028 $420,876 Operating profit (loss) 12,130 (227) 11,903 Assets used in the business 545,707 40,031 585,738 Depreciation 3,917 200 4,117 Capital expenditures 2,176 106 2,282 --------------------------------------------------------- </TABLE> The following is a reconciliation from the segment operating profit to the condensed consolidated balances: <TABLE> <CAPTION> THREE MONTHS ENDED SEPTEMBER 30 --------------------------------------- 2001 2000 --------------------------------------- <S> <C> <C> Operating income for reportable segment $6,657 $12,130 Other operating loss (270) (227) Adjustments for: Goodwill amortization -0- (1,185) Corporate and other income (expense), net of allocations (a) 3,725 3,533 --------------------------------------- Total operating income 10,112 14,251 Interest expense, net 1,893 2,099 Other expense 250 121 --------------------------------------- Income before income taxes $7,969 $12,031 ======================================= </TABLE> (a) The items being allocated include miscellaneous corporate charges for working capital, logistics support and other items. 6
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES ------------------------------------------------------ NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except per share amounts) (Unaudited) - -------------------------------------------------------------------------------- 3. DERIVATIVE INSTRUMENTS In July 2001, the Company entered into an interest rate swap agreement with a domestic bank. This agreement effectively converted the fixed interest rate on $47,000 of the $50,000, 6.6% senior unsecured term note to a floating variable rate based on LIBOR. Terms and settlement dates mirrored terms of the 6.6% senior unsecured term note and the swap was designated as a fair value hedge. On October 1, 2001, the Company terminated the swap agreement with the domestic bank for a favorable settlement of $2,100. This gain will be amortized over the remaining life of the note. 4. GOODWILL AND OTHER INTANGIBLE ASSETS Effective July 1, 2001, the Company adopted Statement of Financial Accounting Standards ("SFAS") 142, "Goodwill and Other Intangible Assets." Under SFAS 142, goodwill will no longer be amortized, but will be tested for impairment upon adoption and annually thereafter. Other intangible assets relate to non-competition agreements and continue to be amortized over the lives of the agreements, which primarily are five years. SFAS 142 provides for a six-month period from the date of adoption for the Company to perform an assessment of potential goodwill impairment. Any impairment identified upon adoption will be recognized as a change in accounting principle effective as of July 1, 2001. The Company is still in the process of evaluating whether or not any goodwill impairment exists as of July 1, 2001. In accordance with SFAS 142, the Company discontinued the amortization of goodwill effective July 1, 2001. Had goodwill amortization not been recorded in the quarter ended September 30, 2000, operating income would have been increased to $15,072; net income to $7,895; and net income per share to $.39. 5. NEW ACCOUNTING PRONOUNCEMENT In August 2001, the Financial Accounting Standards Board issued SFAS 144, "Accounting for Impairment or Disposals of Long-Lived Assets". This statement is effective for the June 30, 2003 financial statements, but earlier adoption is permitted. The Company has not completed its evaluation of the impact of SFAS 144 on its financial statements. 7
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES ------------------------------------------------------ ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is Management's Discussion and Analysis of certain significant factors which have affected the Company's: (1) financial condition at September 30, 2001 and June 30, 2001, and (2) results of operations and cash flows during the periods included in the accompanying Condensed Statements of Consolidated Income and Consolidated Cash Flows. Liquidity and Working Capital - ----------------------------- Cash provided by operating activities was $27.2 million in the three months ended September 30, 2001. This compares to $9.1 million provided by operating activities in the same period a year ago. Cash flow from operations depends primarily upon generating operating income, controlling the investment in inventories and receivables, and managing the timing of payments to suppliers. The Company has continuing programs to monitor and control these investments. During the three month period ended September 30, 2001, inventories decreased approximately $4.0 million due to Company efforts to reduce inventory levels, accounts receivable decreased $2.9 million due to lower sales volume, and accounts payable increased $14.5 million due to timing of trade payments. Capital Resources - ----------------- The Company has a committed revolving credit agreement expiring November, 2003 with a group of banks. This agreement provides for unsecured borrowings of up to $150.0 million. The Company had $17.8 million of borrowings outstanding under this facility at September 30, 2001. The Company also has a $15.0 million short-term uncommitted line of credit with a commercial bank. The Company had no borrowings outstanding under this facility at September 30, 2001. Unused lines under these facilities totaling $137.0 million are available to fund future acquisitions or other capital and operating requirements. In July 2001, the Company entered into an interest rate swap agreement with a domestic bank. This agreement effectively converted the fixed interest rate on $47.0 million of the $50.0 million, 6.6% senior unsecured term note to a floating variable rate based on LIBOR. On October 1, 2001, the Company terminated this swap agreement for a favorable settlement of $2.1 million. This gain will be amortized over the remaining life of the note which matures on December 8, 2007. 8
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES ------------------------------------------------------ ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - -------------------------------------------------------------------------------- The Board of Directors authorized the purchase of shares of the Company's common stock to fund employee benefit programs, stock option and award programs, and future acquisitions. These purchases are made in open market and negotiated transactions, from time to time, depending upon market conditions. The Company acquired 531,000 shares of its common stock for $9.3 million during the three months ended September 30, 2001. Effective September 21, 2001, the Company's Board of Directors authorized the Company to acquire up to an additional 1.0 million shares of Company stock. At September 30, 2001, the Company had remaining authorization to repurchase up to 825,000 additional shares. RESULTS OF OPERATIONS - --------------------- THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000 Net sales decreased 12.6% from the prior year primarily due to the slowdown in U.S. industrial activity. Gross profit as a percentage of sales increased to 25.1% from 24.8%. This increase primarily is due to higher discounts and allowances from suppliers and to a lesser extent, changes in product mix. Selling, distribution and administrative expenses as a percent of sales increased to 22.4% from 21.4%. Expenses decreased 8.7% as compared to the same quarter last year due to Company initiatives to control expenses. The adoption of SFAS 142 also eliminated $.9 million of goodwill expense in the quarter ended September 30, 2001. Interest expense-net for the quarter decreased by 9.8% as compared to the prior year primarily due to a decrease in average borrowings and lower average interest rates. Income tax expense as a percentage of income before taxes was 38.6% for the quarter ended September 30, 2001 and 40.0% for the quarter ended September 30, 2000. This decrease is due to lower effective state, local and Canadian tax rates. As a result of the above factors, net income decreased by 32.4% compared to the same quarter of last year. As a result of the impact of continued stock repurchases, net income per share - diluted decreased $.11, or 30.6%. 9
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES ------------------------------------------------------ ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - -------------------------------------------------------------------------------- CAUTIONARY STATEMENT UNDER PRIVATE SECURITIES LITIGATION REFORM ACT - ------------------------------------------------------------------- Management's Discussion and Analysis and other sections of this Form 10-Q contain statements that are forward-looking, based on management's current expectations about the future. Forward-looking statements are often identified by qualifiers such as "expect", "believe", "intend", "will", and similar expressions. The Company intends that the forward- looking statements be subject to the safe harbors established in the Private Securities Litigation Reform Act of 1995 and by the Securities and Exchange Commission in its rules, regulations and releases. Readers are cautioned not to place undue reliance on any forward-looking statements. All forward-looking statements are based on current expectations regarding important risk factors, many of which are outside the Company's control. Accordingly, actual results may differ materially from those expressed in the forward-looking statements, and the making of such statements should not be regarded as a representation by the Company or any other person that the results expressed in the statements will be achieved. In addition, the Company undertakes no obligation publicly to update or revise any forward-looking statements, whether because of new information or events, or otherwise. Important risk factors include, but are not limited to, the following: changes in the economy or in specific customer industry sectors; changes in interest rates; changes in customer procurement policies and practices; changes in product manufacturer sales policies and practices; the availability of product and labor; changes in operating expenses; the effect of price increases or decreases; the variability and timing of business opportunities including acquisitions, alliances, customer agreements and supplier authorizations; the Company's ability to realize the anticipated benefits of acquisitions and marketing and other business strategies, including electronic commerce initiatives; the incurrence of additional debt and contingent liabilities in connection with acquisitions; changes in accounting policies and practices; the effect of organizational changes within the Company; the emergence of new competitors, including firms with greater financial resources than the Company; risks and uncertainties associated with the Company's expansion into foreign markets, including inflation rates, recessions, and foreign currency exchange rates; adverse results in significant litigation matters; adverse regulation and legislation; and the occurrence of extraordinary events (including prolonged labor disputes, war, natural events and acts of God, fires, floods and accidents). 10
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES ------------------------------------------------------ ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK - -------------------------------------------------------------------------------- We have evaluated the Company's exposure to various market risk factors, including but not limited to, interest rate, foreign currency exchange and commodity price risks. The Company is primarily affected by market risk exposure through the effect of changes in interest rates. The Company manages interest rate risk through the use of a combination of fixed rate long-term debt and variable rate borrowings under its committed revolving credit agreement. Variable rate borrowings under its committed revolving credit agreement totaled $17.8 million at September 30, 2001. A 1% increase or decrease in interest rates under this agreement would not have a material impact on our operations, financial position, or cash flows. The Company protects its foreign currency exposure from the Canadian dollar through the use of cross currency swap agreements as well as of foreign-currency denominated debt. Hedging of the US dollar denominated debt used to fund a substantial portion of Company's net investment in its Canadian operations is accomplished through the use of cross currency swaps. Any gain or loss on the hedging instrument offsets the gain or loss on the underlying debt. The impact on the Company's future earnings from exposure to changes in foreign currency exchange rates is expected to be immaterial. 11
PART II. OTHER INFORMATION ITEM 1. Legal Proceedings. ------------------ Applied Industrial Technologies, Inc. and/or one of its subsidiaries is a party to various pending judicial and administrative proceedings. Based on circumstances currently known, the Company does not believe that any liabilities that may result from these proceedings are reasonably likely to have a material adverse effect on the Company's financial position or results of operations. ITEM 5. Other Information. ------------------ (a) Submission of Matters to a Vote of Security Holders. ---------------------------------------------------- At the Company's Annual Meeting of Shareholders held on October 16, 2001, there were 19,641,952 shares of common stock entitled to vote. The Shareholders voted on the matters submitted to the meeting as follows: 1. Election of three persons to be directors of Class II for a term of three years: For Withheld --- -------- William G. Bares 17,610,854 587,288 Roger D. Blackwell 17,882,242 315,900 Stephen E. Yates 17,681,374 516,768 In August 2001, the Board had reduced the size of Class II from four to three directors. The terms of the Class III directors, including William E. Butler, Russell R. Gifford, L. Thomas Hiltz, and David L. Pugh, and of the Class I directors, including Thomas A. Commes, J. Michael Moore, and Jerry Sue Thornton, continued after the meeting. 2. Ratification of the Board of Directors' appointment of Deloitte & Touche LLP as the Company's independent auditors for the fiscal year ending June 30, 2002. For Withheld Abstain --- -------- ------- 17,952,026 56,990 189,126 Discretionary voting was authorized as to the two matters submitted. There were no broker non-votes. 12
(b) Election of Officers. --------------------- At its Organizational Meeting held on October 16, 2001, the Board of Directors elected the following officers of the Company: <TABLE> <S> <C> David L. Pugh Chairman & Chief Executive Officer Bill L. Purser President & Chief Operating Officer Todd A. Barlett Vice President-Global Business Development Fred D. Bauer Vice President-Legal Services & Secretary Donald L. Chargin Vice President-Unit President, Industrial Products Robert A. Christensen Vice President-Unit President, Fluid Power Products Michael L. Coticchia Vice President-Human Resources and Risk Management & Assistant Secretary Mark O. Eisele Vice President & Controller James T. Hopper Vice President-Chief Information Officer Jeffrey A. Ramras Vice President-Supply Chain Management Richard C. Shaw Vice President-Communications & Learning Robert C. Stinson Vice President-Chief Administrative Officer & General Counsel John R. Whitten Vice President-Chief Financial Officer & Treasurer Jody A. Chabowski Assistant Controller Alan M. Krupa Assistant Treasurer </TABLE> ITEM 6. Exhibits and Reports on Form 8-K. -------------------------------- (a) Exhibits. -------- Exhibit No. Description ----------- ----------- 3(a) Amended and Restated Articles of Incorporation of Applied Industrial Technologies, Inc. (filed as Exhibit 3(a) to the Company's Form 10-Q for the quarter ended September 30, 1998, SEC File No. 1-2299, and incorporated here by reference). 3(b) Code of Regulations of Applied Industrial Technologies, Inc., as amended on October 19, 1999 (filed as Exhibit 3(b) to the Company's Form 10-Q for the quarter ended September 30, 1999, SEC File No. 1-2299, and incorporated here by reference). 13
4(a) Certificate of Merger of Bearings, Inc. (Ohio) and Bearings, Inc. (Delaware) filed with the Ohio Secretary of State on October 18, 1988, including an Agreement and Plan of Reorganization dated September 6, 1988 (filed as Exhibit 4(a) to the Company's Registration Statement on Form S-4 filed May 23, 1997, Registration No. 333-27801, and incorporated here by reference). 4(b) $80,000,000 Maximum Aggregate Principal Amount Note Purchase and Private Shelf Facility dated October 31, 1992 between the Company and The Prudential Insurance Company of America (filed as Exhibit 4(b) to the Company's Registration Statement on Form S-4 filed May 23, 1997, Registration No. 333-27801, and incorporated here by reference). 4(c) Amendment to $80,000,000 Maximum Aggregate Principal Amount Note Purchase and Private Shelf Facility dated October 31, 1992 between the Company and The Prudential Insurance Company of America (filed as Exhibit 4(g) to the Company's Form 10-Q for the quarter ended March 31, 1996, SEC File No. 1-2299, and incorporated here by reference). 4(d) Private Shelf Agreement dated as of November 27, 1996, as amended on January 30, 1998, between the Company and The Prudential Insurance Company of America (filed as Exhibit 4(f) to the Company's Form 10-Q for the quarter ended March 31, 1998, SEC File No. 1-2299, and incorporated here by reference). 4(e) Amendment dated October 24, 2000 to November 27, 1996 Private Shelf Agreement between the Company and The Prudential Insurance Company of America (filed as Exhibit 4(e) to the Company's Form 10-Q for the quarter ended September 30, 2000, SEC File No. 1-2299, and incorporated here by reference). 4(f) $150,000,000 Credit Agreement dated as of November 5, 1998 among the Company, KeyBank National Association as Agent, and various financial institutions (filed as Exhibit 4(e) to the Company's Form 10-Q for the quarter ended 14
September 30, 1998, SEC File No. 1-2299, and incorporated here by reference). 4(g) Rights Agreement, dated as of February 2, 1998, between the Company and Harris Trust and Savings Bank, as Rights Agent, which includes as Exhibit B thereto the Form of Rights Certificate (filed as Exhibit No. 1 to the Company's Registration Statement on Form 8-A filed July 20, 1998, SEC File No. 1-2299, and incorporated here by reference). (b) The Company did not file, nor was it required to file, a Report on Form 8-K with the Securities and Exchange Commission during the quarter ended September 30, 2001. SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. APPLIED INDUSTRIAL TECHNOLOGIES, INC. (Company) Date: November 9, 2001 By: /s/ John R. Whitten ------------------------------------------ John R. Whitten Vice President-Chief Financial Officer & Treasurer Date: November 9, 2001 By: /s/ Mark O. Eisele ------------------------------------------ Mark O. Eisele Vice President & Controller 15
APPLIED INDUSTRIAL TECHNOLOGIES, INC. EXHIBIT INDEX TO FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2001 EXHIBIT NO. DESCRIPTION PAGE 3(a) Amended and Restated Articles of Incorporation of Applied Industrial Technologies, Inc. (filed as Exhibit 3(a) to the Company's Form 10-Q for the quarter ended September 30, 1998, SEC File No. 1-2299, and incorporated here by reference). 3(b) Code of Regulations of Applied Industrial Technologies, Inc., as amended on October 19, 1999 (filed as Exhibit 3(b) to the Company's Form 10-Q for the quarter ended September 30, 1999, SEC File No. 1-2299, and incorporated here by reference). 4(a) Certificate of Merger of Bearings, Inc. (Ohio) and Bearings, Inc. (Delaware) filed with the Ohio Secretary of State on October 18, 1988, including an Agreement and Plan of Reorganization dated September 6, 1988 (filed as Exhibit 4(a) to the Company's Registration Statement on Form S-4 filed May 23, 1997, Registration No. 333-27801, and incorporated here by reference). 4(b) $80,000,000 Maximum Aggregate Principal Amount Note Purchase and Private Shelf Facility dated October 31, 1992 between the Company and The Prudential Insurance Company of America (filed as Exhibit 4(b) to the Company's Registration Statement on Form S-4 filed May 23, 1997, Registration No. 333-27801, and incorporated here by reference). 4(c) Amendment to $80,000,000 Maximum Aggregate Principal Amount Note Purchase and Private Shelf Facility dated October 31, 1992 between the Company and The Prudential Insurance Company of America (filed as Exhibit 4(g) to the Company's Form 10-Q for the quarter ended March 31, 1996,
SEC File No. 1-2299, and incorporated here by reference). 4(d) Private Shelf Agreement dated as of November 27, 1996, as amended on January 30, 1998, between the Company and The Prudential Insurance Company of America (filed as Exhibit 4(f) to the Company's Form 10-Q for the quarter ended March 31, 1998, SEC File No. 1-2299, and incorporated here by reference). 4(e) Amendment dated October 24, 2000 to November 27, 1996 Private Shelf Agreement between the Company and The Prudential Insurance Company of America (filed as Exhibit 4(e) to the Company's Form 10-Q for the quarter ended September 30, 2000, SEC File No. 1-2299, and incorporated here by reference). 4(f) $150,000,000 Credit Agreement dated as of November 5, 1998 among the Company, KeyBank National Association as Agent, and various financial institutions (filed as Exhibit 4(e) to the Company's Form 10-Q for the quarter ended September 30, 1998, SEC File No. 1-2299, and incorporated here by reference). 4(g) Rights Agreement, dated as of February 2, 1998, between the Company and Harris Trust and Savings Bank, as Rights Agent, which includes as Exhibit B thereto the Form of Rights Certificate (filed as Exhibit No. 1 to the Company's Registration Statement on Form 8-A filed July 20, 1998, SEC File No. 1-2299, and incorporated here by reference).