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 MARCH 31, 1996 ------------------------- 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 April 30, 1996 12,350,718 ------------------------------------- (No par Value)
2 BEARINGS, INC. -------------- INDEX - -------------------------------------------------------------------------------- Page No. Part I: FINANCIAL INFORMATION Item 1: Financial Statements Statements of Consolidated Income - Three Months and Nine Months Ended March 31, 1996 and 1995 2 Consolidated Balance Sheets - March 31, 1996 and June 30, 1995 3 Statements of Consolidated Cash Flows Nine Months Ended March 31, 1996 and 1995 4 Statements of Consolidated Shareholders' Equity - Nine Months Ended March 31, 1996 and Year Ended June 30, 1995 5 Notes to Consolidated Financial Statements 6 - 8 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations 9 - 11 Part II: OTHER INFORMATION Item 1: Legal Proceedings 12 - 13 Item 6: Exhibits and Reports on Form 8-K 13 - 15 Signatures 15
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 Nine Months Ended March 31 March 31 1996 1995 1996 1995 ---------------------- ---------------------- <S> <C> <C> <C> <C> Net Sales $ 296,064 $ 277,029 $ 848,263 $ 774,540 --------- --------- --------- --------- Cost and Expenses Cost of sales 220,454 206,788 630,544 577,505 Selling, distribution and administrative 62,663 60,690 183,494 173,128 --------- --------- --------- --------- 283,117 267,478 814,038 750,633 --------- --------- --------- --------- Operating Income 12,947 9,551 34,225 23,907 --------- --------- --------- --------- Interest Interest expense 2,426 2,123 6,879 5,653 Interest income (199) (57) (375) (217) --------- --------- --------- --------- 2,227 2,066 6,504 5,436 --------- --------- --------- --------- Income Before Income Taxes 10,720 7,485 27,721 18,471 --------- --------- --------- --------- Income Taxes Federal 3,665 2,469 9,563 6,185 State and local 933 667 2,332 1,565 --------- --------- --------- --------- 4,598 3,136 11,895 7,750 --------- --------- --------- --------- Net Income $ 6,122 $ 4,349 $ 15,826 $ 10,721 ========= ========= ========= ========= Net Income per share $ 0.50 $ 0.37 $ 1.29 $ 0.93 ========= ========= ========= ========= Cash dividends per common share $ 0.14 $ 0.12 $ 0.40 $ 0.35 ========= ========= ========= ========= </TABLE> See notes to consolidated financial statements. 2
4 BEARINGS, INC. AND SUBSIDIARIES ------------------------------- CONSOLIDATED BALANCE SHEETS (Amounts in thousands) - -------------------------------------------------------------------------------- <TABLE> <CAPTION> March 31 June 30 1996 1995 --------- --------- (Unaudited) <S> <C> <C> Assets ------ Current assets Cash and temporary investments $ 13,238 $ 4,789 Accounts receivable, less allowance of $3,153 and $2,300 156,088 145,680 Inventories (at LIFO) 132,346 112,596 Other current assets 2,619 2,307 --------- --------- Total current assets 304,291 265,372 --------- --------- Property - at cost Land 11,762 11,783 Buildings 59,604 57,365 Equipment 70,497 68,926 --------- --------- 141,863 138,074 Less accumulated depreciation 61,664 58,802 --------- --------- Property - net 80,199 79,272 --------- --------- Other assets 23,531 14,587 --------- --------- TOTAL ASSETS $ 408,021 $ 359,231 ========= ========= Liabilities and Shareholders' Equity - ------------------------------------ Current liabilities Notes payable $ 50,025 $ 18,575 Current portion of long-term debt 11,429 5,714 Accounts payable 49,473 53,722 Compensation and related benefits 21,415 18,248 Other accrued liabilities 16,050 15,558 --------- --------- Total current liabilities 148,392 111,817 Long-term debt 68,571 74,286 Deferred income taxes 918 918 Other liabilities 8,889 6,809 --------- --------- TOTAL LIABILITIES 226,770 193,830 --------- --------- Shareholders' Equity Preferred Stock - no par value; 2,500 shares authorized; none issued or outstanding Common stock - no par value; 30,000 shares authorized; 13,954 shares issued 10,000 10,000 Additional paid-in capital 6,180 11,311 Income retained for use in the business 191,438 177,402 Less 1,591 and 2,266 treasury shares - at cost (20,997) (29,253) Less shares held in trust for deferred compensation plans (3,078) (1,426) Less unearned restricted common stock compensation (2,292) (2,633) --------- --------- TOTAL SHAREHOLDERS' EQUITY 181,251 165,401 --------- --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 408,021 $ 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> Nine Months Ended March 31 -------------------- 1996 1995 - ---------------------------------------------------------------------------------- <S> <C> <C> Cash Flows from Operating Activities Net income $ 15,826 $ 10,721 Adjustments to reconcile net income to cash provided by operating activities: Depreciation 10,193 9,995 Provision for losses on accounts receivable 1,966 901 Gain on sale of property (889) (136) Amortization of restricted common stock compensation and goodwill 723 492 Treasury shares contributed to employee benefit plans 2,402 2,206 Changes in current assets and liabilities, net of effects from acquisition of businesses: Accounts receivable (9,539) (14,216) Inventories (17,329) (15,226) Other current assets 1,537 (950) Accounts payable and accrued expenses (1,583) 9,698 Other - net 956 966 - ---------------------------------------------------------------------------------- Net Cash provided by Operating Activities 4,263 4,451 - ---------------------------------------------------------------------------------- Cash Flows from Investing Activities Property purchases (13,210) (7,356) Proceeds from property sales 3,667 1,038 Acquisition of businesses, less cash acquired (4,328) (1,839) Deposits and other (8,451) (685) - ---------------------------------------------------------------------------------- Net Cash used in Investing Activities (22,322) (8,842) - ---------------------------------------------------------------------------------- Cash Flows from Financing Activities Net borrowings under line-of-credit agreements 31,450 4,410 Exercise of stock options 1,219 3,915 Dividends paid (4,799) (3,999) Purchase of treasury shares (1,362) (3,874) - ---------------------------------------------------------------------------------- Net Cash provided by Financing Activities 26,508 452 - ---------------------------------------------------------------------------------- Increase (decrease) in cash and temporary investments 8,449 (3,939) Cash and temporary investments at beginning of period 4,789 10,935 - ---------------------------------------------------------------------------------- Cash and Temporary Investments at End of Period $ 13,238 $ 6,996 ================================================================================== Supplemental Cash Flow Information Cash paid during the period for: Income taxes $ 12,933 $ 9,802 Interest $ 6,297 $ 6,352 </TABLE> See notes to consolidated financial statements. 4
6 BEARINGS, INC. AND SUBSIDIARIES ------------------------------- STATEMENTS OF CONSOLIDATED SHAREHOLDERS' EQUITY For the Nine Months Ended March 31, 1996 (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 11,319 $10,000 $6,962 $165,807 ($32,278) Net income 16,909 Cash dividends - $.47 per share (5,397) Purchase of common stock for treasury (180) (3,874) Treasury shares issued for: 401-(k) Savings Plan contributions 140 1,124 1,788 Exercise of stock options 225 1,565 2,789 Restricted common stock awards 138 1,232 1,727 Deferred compensation plans 46 428 595 Amortization of restricted common stock compensation Other 83 - ---------------------------------------------------------------------------------------------------------------------------- Balance at June 30, 1995 As previously reported 11,688 10,000 11,311 177,402 (29,253) Pooling of interests with Engineered Sales, Inc. 486 (6,530) 3,009 6,408 - ---------------------------------------------------------------------------------------------------------------------------- Balance as restated 12,174 10,000 4,781 180,411 (22,845) Net income 15,826 Cash dividends - $.40 per share (4,799) Purchase of common stock for treasury (57) (1,362) Treasury shares issued for: Retirement Savings Plan contributions 100 1,113 1,289 Exercise of stock options 103 (119) 1,338 Deferred compensation plans 42 392 564 Restricted common stock awards 1 13 19 Amortization of restricted common stock compensation Other - ---------------------------------------------------------------------------------------------------------------------------- Balance at March 31, 1996 12,363 $10,000 $6,180 $191,438 ($20,997) ============================================================================================================================ </TABLE> See notes to consolidated financial statements. <TABLE> <CAPTION> Shares Held in Unearned Trust for Restricted Total Deferred Common Stock Shareholders' Compensation Plans Compensation Equity ======================================================= <S> <C> <C> $150,491 16,909 (5,397) (3,874) 2,912 4,354 ($2,959) ($1,023) 326 326 (403) (320) - ------------------------------------------------------- (1,426) (2,633) 165,401 2,887 - ------------------------------------------------------- (1,426) (2,633) 168,288 15,826 (4,799) (1,362) 2,402 1,219 (956) (32) 373 373 (696) (696) - ------------------------------------------------------- ($3,078) ($2,292) $181,251 ======================================================= </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 March 31, 1996, and the results of operations for the three months and nine months ended March 31, 1996 and 1995, and cash flows for the nine months ended March 31, 1996 and 1995. The results of operations for the three and nine month periods ended March 31, 1996 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. All share and per share data have been restated to reflect a three for two stock split effective on December 4, 1995. Average shares outstanding for the computation of net income per share were as follows: <TABLE> <CAPTION> Three Months Ended Nine Months Ended March 31 March 31 1996 1995 1996 1995 ------------------ ---------------- <S> <C> <C> <C> 12,341 11,624 12,285 11,516 </TABLE> 6
8 BEARINGS, INC. AND SUBSIDIARIES ------------------------------- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands) (Unaudited) - -------------------------------------------------------------------------------- 3. BUSINESS COMBINATIONS On February 9, 1996 the Company exchanged 486 shares of Bearings, Inc. common stock for all of the outstanding shares of Engineered Sales, Inc., a distributor of hydraulic, pneumatic and electro-hydraulic components, systems and related fluid power engineering services. This business combination is accounted for as a pooling of interests. Previously reported financial results for the current fiscal year have been restated to include Engineered Sales for the entire nine month period ended March 31, 1996. The prior years' consolidated financial statements have not been restated because the effects are not material. Separate results of operations for Engineered Sales prior to the acquisition are not included as these amounts are not material. During the quarter ended September 30, 1995 the Company acquired the assets of 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. 4. LONG-TERM COMMITMENT During the quarter ended March 31, 1996 the Company entered into a twenty year lease agreement with the Cleveland-Cuyahoga County Port Authority (the Port) in connection with the construction of a new corporate headquarters facility. Lease payments are to begin upon completion of construction in July 1997 and the facility portion of the lease will be accounted for as an operating lease. The Company will also have a capital lease for $2,000 of furniture, fixtures and equipment as part of the agreement. Payments under this lease commitment are $1,486 in 1998; $1,486 in 1999; $1,486 in 2000; and $1,486 in 2001; $1,486 in 2002 and $35,880 after 2002. In connection with the lease agreement the Company has also agreed to guarantee repayment of $5,678 of bonds issued by the Port and Cuyahoga County to fund construction of the new headquarters facility. 7
9 BEARINGS, INC. AND SUBSIDIARIES ------------------------------- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands) (Unaudited) - -------------------------------------------------------------------------------- 5. RECENTLY ISSUED ACCOUNTING STANDARD In October 1995, the Financial Accounting Standards Board issued Statement of Financial Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation", which the Company will be required to adopt for the fiscal year ending June 30, 1997. As permitted by SFAS 123, the Company does not intend to change its method of accounting for stock-based compensation. The Company has not yet determined the pro forma disclosures for employee awards granted in the fiscal year ending June 30, 1996, which will be presented in the notes to financial statements for the year ending June 30, 1997. 6. RETIREMENT PLAN MERGER On July 1, 1995, The Bearings, Inc. Employees' Profit-Sharing Trust was merged into The Bearings, Inc 401(k) Savings Plan. The merged plan is known as The Bearings, Inc. Retirement Savings Plan. 7. INTEREST RATE SWAP Effective March 1, 1996 the Company entered into a two year interest rate swap agreement with a major bank that effectively converts $15,000 of variable rate borrowings to a fixed rate. Under this agreement, the Company receives payments at variable rates based on LIBOR, as determined at monthly intervals and makes payments at a fixed interest rate of 5.29%. Net interest earned under this agreement reduced interest expense. The interest rate swap agreement has nominal carrying value. 8. SUBSEQUENT EVENT In April 1996 approximately one quarter of the unearned restricted common stock vested on an accelerated basis due to price performance of the Company's stock. Previously, the expense for vesting of these shares was being recognized over a six year period. 8
10 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 March 31, 1996 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 provided by operating activities was $4.2 million in the nine months ended March 31, 1996. This compares to $4.5 million of cash provided by 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 nine month period ended March 31, 1996 inventories increased approximately $17.3 million and accounts receivable increased by $9.5 million. These increases are primarily attributable to the increase in sales volume and to improved customer fill rates. Working capital at March 31, 1996 was $155.9 million compared to $153.6 million at June 30, 1995. The current ratio was 2.1 at March 31, 1996 and 2.4 at June 30, 1995. This decrease is primarily due to a portion of long-term debt becoming current and an increase in short-term notes payable from the increase in inventory. 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 $113.5 million for the nine months ended March 31, 1996 and $97.9 million during the year ended June 30, 1995. The average effective interest rate on the short-term borrowings for the nine months ended March 31, 1996 increased to 6.1% from an average rate of 5.7% for the nine months ended March 31, 1995 due to higher prevailing short-term interest rates. The Company has $110 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 $50.0 million of borrowings under these short-term bank lines of credit at March 31, 1996. Unused bank lines of credit of $60.0 million are available for future short-term financing needs. 9
11 BEARINGS, INC. AND SUBSIDIARIES ------------------------------- ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - -------------------------------------------------------------------------------- The Company entered into a twenty year lease agreement with the Cleveland-Cuyahoga County Port Authority in connection with the construction of a new corporate headquarters facility. Lease payments are to begin upon completion of construction in July 1997. See Note 4 of the Notes to Consolidated Financial Statements. 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 Nine Months Ended March 31 March 31 1996 and 1995 1996 and 1995 Percent Percent Amount Change Amount Change ------- ------- ------- ------- <S> <C> <C> <C> <C> Net sales $19,035 6.9% $73,723 9.5% Cost of sales 13,666 6.6% 53,039 9.2% Selling, distribution and administrative expenses 1,973 3.3% 10,366 6.0% Operating income 3,396 35.6% 10,318 43.2% Interest expense -net 161 7.8% 1,068 19.6% Income before income taxes 3,235 43.2% 9,250 50.1% Income taxes 1,462 46.6% 4,145 53.5% Net income 1,773 40.8% 5,105 47.6% </TABLE> 10
12 BEARINGS, INC. AND SUBSIDIARIES ------------------------------- ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION - -------------------------------------------------------------------------------- Three Months Ended March 31, 1996 and 1995 - ------------------------------------------ Increases in sales for the quarter were primarily due to volume and price increases. Gross profit, as a percentage of sales, increased from 25.4% to 25.5%. Selling, distribution and administrative expenses increased by 3.3% from higher compensation expense due to an increase in the number of associates from recent acquisitions, loss on the disposal of data processing equipment and higher bad debt expense. Interest expense-net for the quarter increased by 7.8% from higher short-term interest rates and increased average borrowing. The Company has an outstanding swap agreement at March 31, 1996. See Note 7 of the Notes to the Consolidated Financial Statements. Income taxes as a percentage of income before taxes was 42.9% in the three months ended March 31, 1996 and 41.9% in the three months ended March 31, 1995. As a result of the above factors, net income increased by 40.8% compared to the same quarter of last year. Income per share increased by 35.1% due to an increase in income and the increase in the average shares outstanding. Nine Months Ended March 31, 1996 and 1995 - ----------------------------------------- Increases in sales for the period were primarily due to volume and price increases. Gross profit, as a percentage of sales, increased from 25.4% to 25.7%. Selling, distribution and administrative expenses increased by 6.0% from higher bad debts and higher compensation expense and hospitalization costs from an increase in the number of associates due to recent acquisitions. Interest expense-net for the period increased by 19.6% from higher short-term interest rates and increased average borrowing. The Company has an outstanding swap agreement at March 31, 1996. Income taxes as a percentage of income before taxes was 42.9% in the nine months ended March 31, 1996 and 42.0% in the nine months ended March 31, 1995. As a result of the above factors, net income increased by 47.6% compared to the same period last year. Income per share increased by 38.7% due to an increase in income and the increase in the average shares outstanding. 11
13 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. ACV 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 and Item 1 "Legal Proceedings" contained in the Company's Form 10-Q for the quarter ended December 31, 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, Louisiana, Case No. 70,760-E; and IDA MAE WILLIAMS, ET AL. V. METROPOLITAN LIFE INSURANCE COMPANY, ET AL., 22nd Judicial District Court for the Parish of Washington, 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. In March 1996, the Company was served with the Second Supplemental and Amending Petition in a related case, BENNIE L. ADAMS, ET AL. V. METROPOLITAN LIFE INSURANCE CO., ET AL., 22nd Judicial District Court for the Parish of Washington, Louisiana, Case No. 72,154-B. This case involves 89 persons or heirs of persons who were allegedly exposed to asbestos-containing products while employed at the Bogalusa, Louisiana, Paper Mill and/or Box Factory. The allegations made in the ADAMS case are substantially identical to those made in the BICKHAM and WILLIAMS cases. Notwithstanding 12
14 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. (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 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 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. 13
15 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 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). 4(g) Amendment to $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. 10 Lease dated as of March 1, 1996, between Bearings, Inc. and the Cleveland-Cuyahoga County Port Authority, for a new corporate headquarters facility. 14
16 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 March 31, 1996. 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: May 14, 1996 By: /s/ John C.Robinson -------------------- John C. Robinson President & Chief Operating Officer Date: May 14, 1996 By: /s/ John R.Whitten ------------------- John R. Whitten Vice President-Finance & Treasurer 15
17 BEARINGS, INC. EXHIBIT INDEX TO FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1996 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). 4(g) Amendment to $80,000,000 Maximum Attached Aggregate Principal Amount Note Purchase and Private Shelf Facility dated October 31, 1992 between Bearings, Inc. and The Prudential Insurance Company of America. 10 Lease dated as of March 1, 1996, Attached between Bearings, Inc. and the Cleveland-Cuyahoga County Port Authority, for a new corporate headquarters facility.
19 11 Computation of Net Income Per Share. Attached 27 Financial Data Schedule. Attached