1 FORM 10Q 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, 1995 ------------------------------------------- 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 ----------------- BEARINGS, 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) 3600 Euclid Avenue, Cleveland, Ohio 44115 - -------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (216) 881-2838 ----------------------- None - -------------------------------------------------------------------------- (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 September 30, 1995 7,864,861 ------------------------------------- (No par Value)
2 BEARINGS, INC. -------------- INDEX <TABLE> <CAPTION> _________________________________________________________________________________________ Page No. Part I: FINANCIAL INFORMATION <S> <C> Item 1: Financial Statements Statements of Consolidated Income - Three Months Ended September 30, 1995 and 1994 2 Consolidated Balance Sheets - September 30, 1995 and June 30, 1995 3 Statements of Consolidated Cash Flows Three Months Ended September 30, 1995 and 1994 4 Statements of Consolidated Shareholders' Equity - Three Months Ended September 30, 1995 and Year Ended June 30, 1995 5 Notes to Consolidated Financial Statements 6 - 7 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations 8 - 10 Part II: OTHER INFORMATION Item 1: Legal Proceedings 11 Item 5: Other Information 12 - 13 Item 6: Exhibits and Reports on Form 8-K 13 - 15 Signatures 15 </TABLE>
3 PART I: FINANCIAL INFORMATION ITEM I: Financial Statements BEARINGS, INC. AND SUBSIDIARIES ------------------------------- STATEMENTS OF CONSOLIDATED INCOME (Unaudited) (Thousands, except per share amounts) ____________________________________________________________________________ <TABLE> <CAPTION> Three Months Ended September 30 1995 1994 ---------------------------------- <S> <C> <C> Net Sales $ 273,455 $ 247,605 ------------- ------------- Cost and Expenses Cost of sales 204,177 183,994 Selling, distribution and administrative 59,573 56,857 ------------- ------------- 263,750 240,851 ------------- ------------- Operating Income 9,705 6,754 ------------- ------------- Interest Interest expense 2,059 1,655 Interest income (45) (106) ------------- ------------- 2,014 1,549 ------------- ------------- Income Before Income Taxes 7,691 5,205 ------------- ------------- Income Taxes Federal 2,679 1,754 State and local 628 432 ------------- ------------- 3,307 2,186 ------------- ------------- Net Income $ 4,384 $ 3,019 ============= ============= Net Income per share $ 0.56 $ 0.40 ============= ============= Cash dividends per common share $ 0.18 $ 0.16 ============= ============= </TABLE> See notes to consolidated financial statements. 2
4 BEARINGS, INC. & SUBSIDIARIES ----------------------------- CONSOLIDATED BALANCE SHEETS (Amounts in thousands) ________________________________________________________________________________ <TABLE> <CAPTION> September 30 June 30 1995 1995 ------------ ------------ (Unaudited) Assets ------ <S> <C> <C> Current assets Cash and temporary investments $ 7,989 $ 4,789 Accounts receivable less allowance of $2,700 and $2,300 147,855 145,680 Inventories (at LIFO) 123,222 112,596 Other current assets 2,630 2,307 ----------- ----------- Total current assets 281,696 265,372 ----------- ----------- Property - at cost Land 11,685 11,783 Buildings 58,139 57,365 Equipment 69,419 68,926 ----------- ----------- 139,243 138,074 Less accumulated depreciation 60,346 58,802 ----------- ----------- Property - net 78,897 79,272 ----------- ----------- Other assets 17,018 14,587 ----------- ----------- TOTAL ASSETS $ 377,611 $ 359,231 =========== =========== Liabilities and Shareholders' Equity ------------------------------------ Current liabilities Notes payable - short-term $ 34,925 $ 18,575 Current portion of long-term debt 5,714 5,714 Accounts payable 50,120 53,722 Compensation and related benefits 16,541 18,248 Other accrued liabilities 17,437 15,558 ----------- ----------- Total current liabilities 124,737 111,817 Long-term debt 74,286 74,286 Deferred income taxes 918 918 Other liabilities 8,152 6,809 ----------- ----------- TOTAL LIABILITIES 208,093 193,830 ----------- ----------- Shareholders' Equity Preferred Stock - no par value; 2,500 shares authorized; none issued or outstanding Common stock - no par value; 30,000 shares authorized; 9,303 shares issued 10,000 10,000 Additional paid-in capital 12,177 11,311 Income retained for use in the business 180,378 177,402 Less 1,438 and 1,511 treasury shares - at cost (28,005) (29,253) Less shares held in trust for deferred compensation plans (2,523) (1,426) Less unearned restricted common stock compensation (2,509) (2,633) ----------- ----------- TOTAL SHAREHOLDERS' EQUITY 169,518 165,401 ----------- ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 377,611 $ 359,231 =========== =========== </TABLE> See notes to consolidated financial statements. 3
5 BEARINGS, INC. AND SUBSIDIARIES ------------------------------- STATEMENTS OF CONSOLIDATED CASH FLOWS (Unaudited) (Amounts in thousands) <TABLE> <CAPTION> Three Months Ended September 30 ---------------------- 1995 1994 - ------------------------------------------------------------------------------------ <S> <C> <C> Cash Flows from Operating Activities Net income $ 4,384 $ 3,019 Adjustments to reconcile net income to cash provided by (used in) operating activities: Depreciation 3,435 3,333 Provision for losses on accounts receivable 685 352 Gain on sale of property (397) (120) Amortization of restricted common stock compensation and goodwill 225 84 Treasury shares contributed to employee benefit plans 1,265 356 Changes in current assets and liabilities, net of effects from acquisition of businesses: Accounts receivable (1,849) (3,771) Inventories (8,859) (19,238) Other current assets (308) 236 Accounts payable and accrued expenses (3,303) 11,964 Other - net 878 878 - ------------------------------------------------------------------------------------ Net Cash used in Operating Activities (3,844) (2,907) - ------------------------------------------------------------------------------------ Cash Flows from Investing Activities Property purchases (3,377) (2,302) Proceeds from property sales 1,284 582 Acquisition of businesses, less cash acquired (4,209) Other (1,567) (790) - ------------------------------------------------------------------------------------ Net Cash used in Investing Activities (7,869) (2,510) - ------------------------------------------------------------------------------------ Cash Flows from Financing Activities Net borrowings under line-of-credit agreements 16,350 3,195 Exercise of stock options 369 1,352 Dividends paid (1,408) (1,212) Purchase of treasury shares (398) (1,582) - ------------------------------------------------------------------------------------ Net Cash provided by Financing Activities 14,913 1,753 - ------------------------------------------------------------------------------------ Increase (decrease) in cash and temporary investments 3,200 (3,664) Cash and temporary investments at beginning of period 4,789 10,935 - ------------------------------------------------------------------------------------ Cash and Temporary Investments at End of Period $ 7,989 $ 7,271 ==================================================================================== Supplemental Cash Flow Information Cash paid during the period for: Income taxes $ 1,358 $ 1,676 Interest $ 1,886 $ 1,762 </TABLE> See notes to consolidated financial statements. 4
6 BEARINGS, INC. AND SUBSIDIARIES ------------------------------- STATEMENTS OF CONSOLIDATED SHAREHOLDERS' EQUITY For the Three Months Ended September 30, 1995 (Unaudited) and Year Ended June 30, 1995 (Amounts in thousands) <TABLE> <CAPTION> Income Shares of Additional Retained Treasury Common Stock Common Paid-in for Use in Shares Outstanding Stock Capital the Business - at Cost - ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> <C> Balance at July 1, 1994 7,546 $10,000 $6,962 $165,807 ($32,278) Net income 16,909 Cash dividends - $.70 per share (5,397) Purchase of common stock for treasury (120) (3,874) Treasury shares issued for: 401-(k) Savings Plan contribution 93 1,124 1,788 Exercise of stock options 150 1,565 2,789 Restricted common stock awards 92 1,232 1,727 Deferred compensation plans 31 428 595 Amortization of restricted common stock compensation Other 83 - ------------------------------------------------------------------------------------------------------------------------------------ Balance at June 30, 1995 7,792 10,000 11,311 177,402 (29,253) Net income 4,384 Cash dividends - $.18 per share (1,408) Purchase of common stock for treasury (12) (398) Treasury shares issued for: 401-(k) Savings Plan contribution 39 526 739 Exercise of stock options 20 (15) 384 Deferred compensation plans 26 355 523 Amortization of restricted common stock compensation Other - ------------------------------------------------------------------------------------------------------------------------------------ Balance at September 30, 1995 7,865 $10,000 $12,177 $180,378 ($28,005) ==================================================================================================================================== See notes to consolidated financial statements. Shares Held in Unearned Trust for Restricted Total Deferred Common Stock Shareholders' Compensation Plans Compensation Equity -------------------------------------------- Balance at July 1, 1994 $150,491 Net income 16,909 Cash dividends - $.70 per share (5,397) Purchase of common stock for treasury (3,874) Treasury shares issued for: 401-(k) Savings Plan contribution 2,912 Exercise of stock options 4,354 Restricted common stock awards ($2,959) Deferred compensation plans ($1,023) Amortization of restricted common stock compensation 326 326 Other (403) (320) - ------------------------------------------------------------------------------------------ Balance at June 30, 1995 (1,426) (2,633) 165,401 Net income 4,384 Cash dividends - $.18 per share (1,408) Purchase of common stock for treasury (398) Treasury shares issued for: 401-(k) Savings Plan contribution 1,265 Exercise of stock options 369 Deferred compensation plans (878) Amortization of restricted common stock compensation 124 124 Other (219) (219) - ------------------------------------------------------------------------------------------ Balance at September 30, 1995 ($2,523) ($2,509) $169,518 ========================================================================================== </TABLE> 5
7 BEARINGS, INC. AND SUBSIDIARIES ------------------------------- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands) (Unaudited) - -------------------------------------------------------------------------------- 1. BASIS OF PRESENTATION In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position as of September 30, 1995 and June 30, 1995, and the results of operations and cash flows for the three months ended September 30, 1995 and 1994. The results of operations for the three month period ended September 30, 1995 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 the annual physical inventory and the effect of year-end inventory quantities on LIFO costs. 2. NET INCOME PER SHARE Net income per share was computed using the weighted average number of common shares outstanding for the period. Average shares outstanding for the computation of net income per share were 7,814 and 7,576 for the three months ended September 30, 1995 and 1994, respectively. 3. BUSINESS COMBINATIONS During the quarter ended September 30, 1995 the Company acquired two distributors of drive products and rubber products, for a total of $4,328. The acquisitions of these businesses were accounted for as purchases and their results of operations are included in the accompanying consolidated financial statements from their respective acquisition dates. Results of operations for these acquisitions are not material for all periods presented. Goodwill recognized in connection with these combinations is being amortized over 15 years. 6
8 BEARINGS, INC. AND SUBSIDIARIES ------------------------------- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands) (Unaudited) - -------------------------------------------------------------------------------- 4. SUBSEQUENT EVENTS On October 17, 1995, the Board of Directors declared a quarterly dividend of $.21 per share payable December 1, 1995, to shareholders of record on November 15, 1995. This dividend is a 17% increase over the previous regular quarterly rate of $.18 per share. The Board of Directors also declared a three-for-two stock split payable on December 4, 1995 to shareholders of record on November 15, 1995. The cash dividend declared above will be paid on pre-split shares only as the additional shares to be issued for the stock split will not be outstanding on the cash dividend record date. On October 16, 1995, the Company entered into a commitment with the Prudential Insurance Company of America to either obtain $15,655 of long-term financing or enter into a long-term lease commitment in connection with the construction of a new corporate headquarters in Cleveland. 7
9 BEARINGS, 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, 1995 and June 30, 1995 and (2) results of operations during the periods included in the accompanying Statements of Consolidated Income and Consolidated Cash Flows. FINANCIAL CONDITION Liquidity and Working Capital - ----------------------------- Cash used in operating activities was $3.8 million in the three months ended September 30, 1995. This compares to $2.9 million of cash used in operating activities in the same period a year ago. Cash flow from operations depends primarily upon generating operating income and controlling the investment in inventory and receivables. The Company has continuing programs to monitor and control these investments. During the three month period ended September 30, 1995 inventories increased approximately $ 8.9 million and accounts receivable increased by $1.8 million. These increases are primarily attributable to the increase in sales volume. Working capital at September 30, 1995 was $157.0 million compared to $153.6 million at June 30, 1995. The current ratio was 2.3 at September 30, 1995 and 2.4 at June 30, 1995. Capital Resources - ----------------- Capital resources are obtained from income retained in the business, borrowings under the Company's lines of credit and long-term debt. Average combined short-term and long-term borrowing was $99.9 million for the three months ended September 30, 1995 and $97.9 million during the year ended June 30, 1995. The average effective interest rate on the short-term borrowings for the three months ended September 30, 1995 increased to 6.2% from an average rate of 5.9% for the year ended June 30, 1995 due to higher prevailing short-term interest rates. The Company has $105 million of short-term lines of credit with commercial banks which provide for payment of interest at various interest rate options, none of which are in excess of the banks' prime rate. The Company had $34.9 million of borrowings under these short-term bank lines of credit at September 30, 1995. Unused bank lines of credit of $70.1 million are available for future short-term financing needs. 8
10 BEARINGS, INC. AND SUBSIDIARIES ------------------------------- ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - -------------------------------------------------------------------------------- Management expects that capital resources provided from operations, available lines of credit and long-term debt will be sufficient to finance normal working capital needs and capital expenditure programs. Management also believes that additional long-term debt and line of credit financing could be obtained if desired. RESULTS OF OPERATIONS - --------------------- A summary of the period-to-period changes in principal items included in the statements of consolidated income follows: <TABLE> <CAPTION> Increase (Decrease) (Dollars in thousands) Three Months Ended September 30 1995 and 1994 Percent Amount Change ------ ------ <S> <C> <C> Net sales $25,850 10.4% Cost of sales 20,183 11.0% Selling, distribution and administrative expenses 2,716 4.8% Operating income 2,951 43.7% Interest expense -net 465 30.0% Income before income taxes 2,486 47.8% Income taxes 1,121 51.3% Net income 1,365 45.2% </TABLE> 9
11 BEARINGS, INC. AND SUBSIDIARIES ------------------------------- ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION - -------------------------------------------------------------------------------- Three Months Ended September 30, 1995 and 1994 - ---------------------------------------------- Increases in sales for the quarter were primarily due to volume and price increases. Gross profit, as a percentage of sales, decreased from 25.7% to 25.3% Selling, distribution and administrative expenses increased by 4.8% from higher commission and incentive costs related to improved performance and higher employee welfare and hospitalization costs. Interest expense-net for the quarter increased by 30.0% from higher short-term interest rates, higher amounts of borrowing outstanding and the amortized expense of terminating the interest rate swap. During fiscal 1995, the Company terminated a two year interest rate swap agreement initiated in fiscal 1994. As of September 30, 1995 deferred interest cost of $.5 million from this termination remains to be amortized to interest expense over the term of the original swap agreement. The Company has no outstanding swap agreements or other derivative financial instruments at September 30, 1995. Income taxes as a percentage of income before taxes was 43.0% in the three months ended September 30, 1995 and 42.0% in the three months ended September 30, 1994. As a result of the above factors, net income increased by 45.2% compared to the same quarter of last year. Income per share increased by 40.0% due to an increase in income and the increase in the average shares outstanding. 10
12 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. ----------------- (a) The Company incorporates by reference herein the description of the cases captioned SAMMIE ADKINS, ET AL. V. A. P. GREEN INDUSTRIES, INC., ET AL., Summit County, Ohio, Court of Common Pleas, Case No. A CV 88-7-2398 (and related cases) found in Item 3 "Pending Legal Proceedings" contained in the Company's Form 10-K for the fiscal year ended June 30, 1995. Notwithstanding possible indemnification from suppliers and insurance, the Company believes, based on circumstances presently known, that these cases are not material to its business or its financial condition. (b) The Company incorporates by reference herein the description of the cases captioned IN RE: ROBERT LEE BICKHAM, ET AL. V. METROPOLITAN LIFE INSURANCE CO., ET AL, 22nd Judicial District Court for the Parish of Washington, State of Louisiana, Case No. 70,760-E; and IDA MAE WILLIAMS, ET AL. V. METROPOLITAN LIFF INSURANCE COMPANY, ET AL., 22nd Judicial District Court for the Parish of Washington, State of Louisiana, Case No. 72,986-F, found in Item 3 "Pending Legal Proceedings" contained in the Company's Form 10-K for the fiscal year ended June 30, 1995. Notwithstanding potential indemnification from suppliers and insurance, the Company believes, based on circumstances presently known, that these cases are not material to its business or its financial condition. (c) The Company also incorporates by reference herein the description of the case captioned KING BEARING, INC. V. CARYL EDMUND ORANGES, ET AL., Superior Court of the State of California, County of Orange, Case No. 53-42-31 found in Item 3 "Pending Legal Proceedings" contained in the Company's Form 10-K for the fiscal year ended June 30, 1995. The case is now pending in the California Court of Appeal. The Company believes that this case will have no material adverse effect on its business or financial condition. 11
13 (d) Bearings, Inc. and/or one of its subsidiaries is a defendant in several employment-related lawsuits. Based on circumstances presently known, the Company believes that these cases are not material to its business or its financial condition. ITEM 5. Other Information. ------------------ (a) Submission of Matters to a Vote of Security Holders. ---------------------------------------------------- At the Annual Meeting of Shareholders of the Company held on October 17, 1995, there were 7,830,765 shares of common stock entitled to vote. The Shareholders voted on the matters submitted to the meeting as follows: 1. Election of three (3) persons to be directors of Class I for a term of three (3) years: For Withheld --- -------- [S] [C] [C] W. G. Bares 6,801,028 15,603 R. B. Every 6,799,261 17,371 J. J. Kahl 6,801,003 15,629 Directors of Class III, consisting of W. E. Butler, L. T. Hiltz and R. R. Gifford, serve until the expiration of their term of office in 1996 and Directors of Class I, consisting of J. C. Dannemiller, J. C. Robinson and J. S. Thornton, serve until the expiration of their term of office in 1997. G.L. LaMore, a director since 1983, retired, and the Board reduced to nine (9) the number of directors constituting the entire Board. 2. Ratification of the appointment by the management of Deloitte & Touche LLP as independent auditors of the Company for the fiscal year ending June 30, 1996. 12
14 For Withheld Abstain --- -------- ------- 6,804,434 6,512 5,686 Discretionary voting was authorized as to all matters submitted. There were no broker non-votes. (b) Election of Officers. -------------------- At the Organizational Meeting of the Board of Directors held on October 17, 1995, the Board of Directors elected the following officers of the Company: J. C. Dannemiller Chairman & Chief Executive Officer J. C. Robinson President & Chief Operating Officer F. A. Martins Vice President-Sales & Marketing R. C. Shaw Vice President-Communications & Public Relations R. C. Stinson Vice President-Administration, Human Resources, General Counsel & Secretary J. R. Whitten Vice President-Finance & Treasurer M. O. Eisele Controller F. D. Bauer Assistant Secretary J. A. Chabowski Assistant Controller M. L. Coticchia Assistant Secretary A. M. Krupa Assistant Treasurer ITEM 6. Exhibits and Reports on Form 8-K. -------------------------------- (a) Exhibits. --------- Exhibit No. Description ---------- ----------- 4(a) Amended and Restated Articles of Incorporation of Bearings, Inc., filed with the Ohio Secretary of State on 13
15 October 18, 1988 (filed as Exhibit 4(a) to the Bearings, Inc. Form 8-K dated October 21, 1988, SEC File No. 1-2299, and incorporated here by reference). 4(b) Code of Regulations of Bearings, Inc., adopted September 6, 1988 (filed as Exhibit 4(b) to the Bearings, Inc. Form 8-K dated October 21, 1988, SEC File No. 1-2299, and incorporated here by reference). 4(c) Certificate of Amendment of Amended and Restated Articles of Incorporation of Bearings, Inc. filed with the Ohio Secretary of State on October 27, 1988 (filed as Exhibit 4(c) to the Bearings, Inc. Form 10-Q for the Quarter Ended September 30, 1988, SEC File No. 1-2299, and incorporated here by reference). 4(d) Certificate of Merger of Bearings, Inc. (Ohio) and Bearings, Inc. (Delaware) filed with the Ohio Secretary of State on October 18, 1988 (filed as Exhibit 4 to the Bearings, Inc. Form 10-K for the fiscal year ended June 30, 1989, SEC File No. 1-2299, and incorporated here by reference). 4(e) Certificate of Amendment of Amended and Restated Articles of Incorporation of Bearings, Inc. filed with the Ohio Secretary of State on October 17, 1990 (filed as Exhibit 4(e) to the Bearings, Inc. Form 10-Q for the quarter ended September 30, 1990, SEC File No. 1-2299, and incorporated here by reference). 4(f) $80,000,000 Maximum Aggregate Principal Amount Note Purchase and Private Shelf Facility dated October 31, 1992 between Bearings, Inc. and The Prudential 14
16 Insurance Company of America (filed as Exhibit 4(f) to the Bearings, Inc. Form 10-Q for the quarter ended September 30, 1992, SEC File No. 1-2299, and incorporated here by reference). 11 Computation of Net Income Per Share. 27 Financial Data Schedule. (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, 1995. 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. BEARINGS, INC. (Company) Date: November 14, 1995 By:/s/ John C. Dannemiller ---------------------------- John C. Dannemiller Chairman & Chief Executive Officer Date: November 14, 1995 By:/s/ John R. Whitten --------------------------- John R. Whitten Vice President-Finance & Treasurer
17 BEARINGS, INC. EXHIBIT INDEX TO FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1995 EXHIBIT NO. DESCRIPTION PAGE 4(a) Amended and Restated Articles of Incorporation of Bearings, Inc., filed with the Ohio Secretary of State on October 18, 1988 (filed as Exhibit 4(a) to the Bearings, Inc. Form 8-K dated October 21, 1988, SEC File No. 1-2299, and incorporated here by reference). 4(b) Code of Regulations of Bearings, Inc., adopted September 6, 1988 (filed as Exhibit 4(b) to the Bearings, Inc. Form 8-K dated October 21, 1988, SEC File No. 1-2299, and incorporated here by reference). 4(c) Certificate of Amendment of Amended and Restated Articles of Incorporation of Bearings, Inc., filed with the Ohio Secretary of State on October 27, 1988 (filed as Exhibit 4(c) to the Bearings, Inc. Form 10-Q for the Quarter Ended September 30, 1988, SEC File No. 1-2299, and incorporated here by reference). 4(d) Certificate of Merger of Bearings, Inc. (Ohio) and Bearings, Inc. (Delaware)
18 filed with the Ohio Secretary of State on October 18, 1988 (filed as Exhibit 4 to the Bearings, Inc. Form 10-K for the fiscal year ended June 30, 1989, SEC File No. 1-2299, and incorporated here by reference). 4(e) Certificate of Amendment of Amended and Restated Articles of Incorporation of Bearings, Inc. filed with the Ohio Secretary of State on October 17, 1990 (filed as Exhibit 4(e) to the Bearings, Inc. Form 10-Q for the quarter ended September 30, 1990, SEC File No. 1-2299, and incorporated here by reference). 4(f) $80,000,000 Maximum Aggregate Principal Amount Note Purchase and Private Shelf Facility dated October 31, 1992 between Bearings, Inc. and The Prudential Insurance Company of America (filed as Exhibit 4(f) to the Bearings, Inc. Form 10-Q for the quarter ended September 30, 1992, SEC File No. 1-2299, and incorporated here by reference). 11 Computation of Net Income Per Attached Share. 27 Financial Data Schedule. Attached